Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | PETROTERRA CORP. | |
Entity Central Index Key | 1,463,208 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 142,526,532 | |
Trading Symbol | PTRA | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 93,267 | $ 106,576 |
Accounts receivable | 343,625 | 254,150 |
Prepaid expenses | 1,658 | 663 |
Total Current Assets | 438,550 | 361,389 |
Total Assets | 438,550 | 361,389 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 334,974 | 224,194 |
Derivative liability | 385,167 | 601,615 |
Convertible notes payable, net of debt discounts | 398,370 | 272,616 |
Deferred revenue | 1,500 | 1,500 |
Due to affiliate | 32,751 | 23,551 |
Payroll taxes payable | 13,050 | |
Total Current Liabilities | 1,152,762 | 1,136,526 |
Total Liabilities | 1,152,762 | 1,136,526 |
Commitments and contingencies (Note 7) | ||
Stockholder’s Deficit: | ||
Series A Convertible Preferred stock, par value $0.001 per share; authorized 4,000,000 shares; issued and outstanding 4,000,000 shares (Liquidation value $4,000,000) | 4,000 | 4,000 |
Common stock, par value $0.001 per share; authorized 500,000,000 shares; issued and outstanding 142,526,532 at March 31, 2018 and December 31, 2017, respectively | 142,527 | 142,527 |
Additional paid-in capital | (176,885) | (176,885) |
Retained earnings (Accumulated deficit) | (683,854) | (744,779) |
Total Stockholders’ Deficit | (714,212) | (775,137) |
Total Liabilities and Stockholders’ Deficit | $ 438,550 | $ 361,389 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Series A convertible preferred stock, shares issued | 4,000,000 | 4,000,000 |
Series A convertible preferred stock, shares outstanding | 4,000,000 | 4,000,000 |
Series A convertible preferred stock, liquidation value | $ 4,000,000 | $ 4,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 142,526,532 | 142,526,532 |
Common stock, shares outstanding | 142,526,532 | 142,526,532 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 1,177,763 | $ 26,272 |
Total Revenue | 1,177,763 | 26,272 |
Cost of Revenues | ||
Carrier fees | 889,458 | 17,450 |
Carrier fees – related party affiliate | 3,600 | |
Dispatch costs | 3,497 | 450 |
Total Cost of Revenues | 896,555 | 17,900 |
Gross Profit | 281,208 | 8,372 |
Operating Expenses: | ||
Legal and professional | 45,335 | 31,650 |
Rent | 6,048 | |
Rent - affiliate | 900 | |
General and administrative expenses | 237,095 | 2,534 |
Total Operating Expenses | 288,478 | 35,084 |
Operating (Loss) Income | (7,270) | (26,712) |
Other income (expense): | ||
Interest Expense | (148,253) | (37) |
Change in fair value of derivative | 216,448 | 91 |
Total Other income (expenses) | 68,195 | 54 |
Net Income (Loss) | $ 60,925 | $ (26,658) |
Net Income (Loss) Per Share: Basic | $ 0 | $ 0 |
Net Income (Loss) Per Share: Diluted | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: Basic | 142,526,532 | 114,213,434 |
Weighted-average number of common shares outstanding: Diluted | 282,111,036 | 114,213,434 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 60,925 | $ (26,658) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Amortization of debt discounts | 125,753 | 35 |
Change in fair value of derivative liability | (216,448) | (91) |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (89,475) | |
Prepaid expenses and other current assets | (995) | 1,950 |
Accounts payable and accrued expenses | 88,281 | 23,049 |
Deferred revenue | (2,800) | |
Accrued interest | 22,500 | |
Payroll taxes payable | (13,050) | (2,107) |
Due to affiliate | 9,200 | |
Net Cash (Used In) Provided by Operating Activities | (13,309) | (6,622) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Restricted cash acquired | 10,000 | |
Net Cash Used In Investing Activities | 10,000 | |
Net Increase in Cash, Cash Equivalents and Restricted Cash | (13,309) | 3,378 |
Cash, Cash Equivalents and Restricted Cash at Beginning of Period | 106,576 | 11,725 |
Cash, Cash Equivalents and Restricted Cash at End of Period | 93,267 | 15,103 |
Cash paid during the year for: | ||
Interest | ||
Income Taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash and cash equivalents | 5,103 | |
Restricted cash | 10,000 | |
Total cash, cash equivalents and restricted cash | $ 15,103 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 – Organization and Business Operations PetroTerra Corp. was incorporated under the laws of the State of Nevada, on July 25, 2008 and prior to the reverse merger discussed below, was inactive. Save On Transport Inc. (“Save On”) was incorporated in the state of Florida and started business on July 12, 2016 (“Inception Date”). Save On is a provider of integrated transportation management solutions consisting of brokerage and logistic services such as transportation scheduling, routing and other value added services related to the transportation of automobiles and other freight. As an early stage company, Petroterra’s current operations are subject to all risks inherent in the establishment of a new business enterprise. On March 30, 2017 (the “Closing Date”), Petroterra Corp. and Save On entered into a Share Exchange Agreement, dated as of the same date (the “Share Exchange Agreement”). Pursuant to the terms of the Share Exchange Agreement, Save On became a wholly-owned subsidiary of Petroterra Corp. on the Closing Date (the “Reverse Merger”). The Combined companies are hereafter referred to as the “Company”. The transaction is being accounted for as a reverse merger between a private company and an inactive public company in which Save On, the private company, is considered to be the acquirer of Petroterra Corp. since the sole shareholder of Save On obtained approximately 80% voting control and management and board control. Accordingly, the reverse merger is accounted for as a recapitalization of Save On in which the assets and liabilities of both companies, on the transaction date, are recorded at their historical book values, the equity of Save On is retroactively restated to give effect to the exchange of the Save On shares for Petroterra Corp. shares, the historical activity of the combined entity is that of Save On and the activity of Petroterra Corp. is recorded only from the date of the transaction. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The accompanying unaudited consolidated financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is in an early stage and the net income and cash used in operations for the three months ended March 31, 2018 was $60,925 and $13,309, respectively. The company had a working capital deficit, accumulated deficit and stockholders’ deficit of $714,212, $683,854, and $714,212 as of March 31, 2018, respectively, and further losses are anticipated in the development of its business. Furthermore, on December 31, 2017, the Company failed to make a required maturity date payment of principal and interest on a $240,000 note. In accordance with the note, the Company entered into default on January 3, 2018, which increased the interest rate to 2% per month. As of the date of this report the lender has not notified the Company of default and has not exercised any of its remedies provided for in the note. One of the remedies the lender may request is an immediate repayment of the loan at 125% of the principal balance, which would result in the recording of $60,000 penalty expense and the related liability. In addition, on April 25, 2018, the Company failed to make its required maturity date payment of principal and interest on a convertible promissory note of $100,000. In accordance with the note, the Company entered into default on April 27, 2018, which increased the interest rate to 1.5% per month. As of the date of this report the lender has not notified the Company of default and has not exercised any of its remedies provided for in the note. One of the remedies the lender may request is an immediate repayment of the loan at 125% of the principal balance, which would result in the recording of $25,000 penalty expense and the related liability. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon increasing revenues both organically, with increased marketing efforts, and potential acquisition targets, which would be accretive to the Company. Additional capital may be required for the Company to meet its revenue growth plans. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These risk factors include, but are not limited to, our ability to raise additional funding and the results of our proposed operations. The consolidated financial statements do not include any adjustments relating to recovery of recorded assets or classification of liabilities should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2017, and notes thereto included in the Company’s annual report on Form 10-K, filed on April 17, 2018. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year. Principles of Consolidation The unaudited consolidated financial statements of the Company include the accounts of Petroterra Corp. and its wholly owned subsidiary, Save On. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the audited consolidated financial statements, in accordance with US-GAAP, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant estimates included in the accompanying consolidated financial statements and footnotes include the valuation of accounts receivable, valuation of intangible assets, the valuation of derivative instruments and valuation of deferred tax assets. Revenue Recognition and Cost of Revenue On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. Our payment terms are net 30 days from acceptance of delivery. We do not incur incremental costs obtaining service orders from our customers, however, if we did, because all of our contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. Our adoption of this ASC, resulted in no cumulative effect at January 1, 2018 and no change prospectively to our results of operations or financial condition. The Company recognizes operating revenues and the related direct costs of such revenue which included carrier fees and dispatch costs as of the date the freight is delivered by the carrier which is when the performance obligation is satisfied. Customer payments received prior to delivery are recorded as a deferred revenue liability and related carrier fees if paid prior to delivery are recorded as a deferred expense asset. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Derivative Financial Instruments The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk. We account for our derivative financial instruments, consisting of certain conversion options embedded in our convertible instruments, at fair value using level 3 inputs. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model when appropriate, and in certain circumstances using binomial lattice models or other accepted valuation practices. When determining the fair value of our financial assets and liabilities using the Black-Scholes option pricing model, we are required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of our stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value. Basic and Diluted Income (Loss) Per Share The Company computes income (loss) per share in accordance with ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of outstanding shares of common stock during the period. Diluted income (loss) per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive income (loss) per share excludes all potential shares of common stock if their effect is anti-dilutive. Recent Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our consolidated financial position, results of operations or cash flows upon adoption. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Accounts Receivable | Note 4 – Accounts Receivable The following table presents the accounts receivable: March 31, 2018 December 31, 2017 Accounts receivable $ 343,625 $ 254,150 Allowance for doubtful accounts - - Accounts Receivable $ 343,625 $ 254,150 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 5 - Accounts Payable and Accrued Liabilities The following table presents the composition of accounts payable and accrued liabilities: March 31, 2018 December 31, 2017 Accounts payable $ 231,805 $ 154,278 Accrued interest 55,668 33,168 Other accrued expenses 47,501 36,748 Accounts payable and accrued expense $ 334,974 $ 224,194 |
Convertible Promissory Notes Pa
Convertible Promissory Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes Payable | Note 6 – Convertible Promissory Notes Payable Convertible promissory notes at March 31, 2018 and December 31, 2017 are as follows: 2018 2017 Red Diamond Partners, LLC, net of derivative debt discount of $51,795 and $118,370, respectively $ 218,205 $ 151,630 RDW Capital, LLC., net of original issuance discount of $52,356 and $104,137 and derivative debt discount of $7,479 and $14,877, respectively 180,165 120,986 Convertible promissory notes payable, net $ 398,370 $ 272,616 We evaluated the convertible promissory notes transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes were not afforded the exemption for conventional convertible instruments due to their respective variable conversion rate and price protection provision. The Company recorded a derivative liability which is adjusted at each reporting period to its fair value (See Note 11). All convertible promissory notes contain cross default provisions whereby a default in any one note greater than $25,000 will cause a default in all the notes, however, this provision is only effective if there is a formal notice of default by the lender. Red Diamond Partners LLC On April 25, 2017, the Company entered into a Securities Purchase Agreement with RedDiamond Partners LLC (“RedDiamond”) pursuant to which the Company would issue to RedDiamond Convertible Promissory Notes in an aggregate principal amount of up to $355,000, which includes a purchase price of $350,000 and transaction costs of $5,000. On April 25, 2017, the Company received the initial Tranche of $95,000, which is a loan amount of $100,000, net of the $5,000 fee, recorded as convertible note payable. The initial Tranche matured on April 25, 2018 and each tranche will mature 1 year after the date of such funding. The second Tranche was received on June 2, 2017 for $85,000 and the third Tranche for $85,000 was received on August 8, 2017 upon filing of the Registration Statement. The fourth Tranche will be for $85,000 and was to occur ninety (90) days after the First Closing, however, as of the date of this filing, the fourth tranche has not yet been received. The Purchaser shall not be required to fund any Tranche subsequent to the first Tranche if there is an event of default as described in the promissory notes. The RedDiamond Notes bear interest at a rate of 12% per annum and are convertible into shares of the Company’s common stock at RedDiamond’s option at 65% of the lowest VWAP for the previous ten trading days preceding the conversion. On April 25, 2018, the Company failed to make its required maturity date payment of principal and interest on a Convertible Promissory Note of $100,000. In accordance with the note, the Company entered into default on April 27, 2018, which increased the interest rate to 1.5% per month. As of the date of this report the lender has not notified the Company of default and has not exercised any of its remedies provided for in the note. One of the remedies the lender may request is an immediate repayment of the loan at 125% of the principal balance, which would result in the recording of $25,000 penalty expense and the related liability. In connection with the issuance of the Convertible Promissory Note above, the Company determined that the terms of the Convertible Promissory Note included a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Black-Scholes valuation model. On the initial measurement dates of tranches received prior to March 31, 2018, the fair value of the embedded conversion option derivatives of $376,841 was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Convertible Promissory Notes of $265,000 with the remainder of $111,841 charged as initial derivative expense. On the three initial measurement dates, the fair value of the derivative liabilities was estimated using the Black-Scholes valuation model with the following assumptions: dividend rate 0%, expected term 1.0 year, expected volatility ranging from 319% to 526%, risk-free interest rate ranging from 1.09% to 1.24%. The balance of the note payable as of March 31, 2018 and December 31, 2017 amounted to $218,205 and $151,630, comprised of principal balance of $270,000, net of debt discount relating to the bifurcated derivative of $51,795 and $118,370, respectively. RDW Capital, LLC. On June 30, 2017, the Company issued RDW Capital, LLC a senior convertible note in the aggregate principal amount of $240,000, for an aggregate purchase price of $30,000 of which $15,000 had been recorded as advance from lender as of March 31, 2017 and the remaining $15,000 received on June 30, 2017. The principal due under the Note accrues interest at a rate of 12% per annum. All principal and accrued interest under the Note is due six months following the issue date of the Note, and is convertible into shares of the Company’s common stock, at a conversion price equal to fifty (50%) of the lowest volume-weighted average price for the previous ten trading days immediately preceding the conversion. The Note includes anti-dilution protection, including a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company, as well as customary events of default, including non-payment of the principal or accrued interest due on the Note. Upon an event of default, all obligations under the Note will become immediately due and payable and the Company will be required to make certain payments to the Lender. Accordingly, under the provisions of FASB ASC Topic No. 815-40, “Derivatives and Hedging – Contracts in an Entity’s Own Stock”, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivatives were determined using the Black-Scholes valuation model. On the initial measurement date, the fair value of the embedded conversion option derivatives of $527,477 was recorded as derivative liabilities and was allocated as a debt discount up to the net proceeds of the Convertible Promissory Notes of $30,000 with the remainder of $497,477 charged as initial derivative expense. On June 30, 2017, initial measurement date, the fair value of the derivative liabilities was estimated using the Black-Scholes valuation model with the following assumptions: dividend rate 0%, expected term 1.0 year, expected volatility of 404%, risk-free interest rate of 1.24%. The balance as of March 31, 2018 and December 31, 2017 amounted to $180,165 and $120,986, comprised of principal balance of $240,000, and net of Original Issue Discount (OID) of $52,356 and $104,137 and debt discount relating to the bifurcated derivative of $7,479 and $14,877, respectively. On December 31, 2017 the Company failed to make its required maturity date payment of principal and interest. In accordance with the note, the Company entered into default on January 3, 2018, which increased the interest rate to 2% per month. As of the date of this report the lender has not notified the Company of default and has not exercised any of its remedies provided for in the note. One of the remedies the lender may request is an immediate repayment of the loan at 125% of the principal balance, which would result in the recording of $60,000 penalty expense and the related liability. RDW Capital, LLC. On March 30, 2017, we assumed a convertible note payable to RDW Capital, LLC which was dated February 16, 2017. The $4,000 note payable bears interest at 12% per annum. The note matures on August 16, 2017 and is secured by the share reservation of 300% of the number of shares of common stock issuable upon a conversion. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the volume-weighted averages for the ten (10) days preceding the date of conversion and contains price protection on the conversion rate. On August 10, 2017, the principal of $4,000, accrued interest of $225 and prepayment fees of $634 were paid. On March 30, 2017, we assumed a convertible note payable to RDW Capital, LLC which was dated March 15, 2017. The $2,464 note payable bears interest at 12% per annum. The note matured on September 15, 2017 and is secured by the share reservation of 300% of the number of shares of common stock issuable upon a conversion. The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the volume-weighted averages for the ten (10) days preceding the date of conversion and contains price protection on the conversion rate. On August 10, 2017, the principal of $2,464, accrued interest of $116 and prepayment fees of $387 were paid. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies Related Party – Lease The Company executed a sublease agreement with an affiliate for office space for a one-year term. The sublease commenced on August 1, 2016 at a rate of $300 per month. The sublease was extended on August 1, 2017 and terminated on December 14, 2017, at which point the Company signed a new one-year term lease with the third-party landlord directly for the entire space previously occupied by the affiliate. The monthly rent under the renewed lease is $1,600 plus maintenance charges and taxes. Common stock ownership As a result of the Company’s non-effectiveness of the 1 for 30 reverse stock-split, which was previously represented to have been effective prior to the March 30, 2017 reverse merger, the Company’s Chief Executive Officer’s post reverse merger common stock ownership percentage has been reduced from approximately 99% to approximately 80%. The Company and the Chief Executive Officer are exploring remedies, which may include capital stock or other consideration, to correct this situation. Other From time to time, we may be involved in litigation relating to claims arising out of our operation in the normal course of business. As of March 31, 2018, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on results of our operations. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8– Stockholders’ Equity Preferred The preferred stock is designated Series A Convertible Preferred Stock. Each share of preferred stock has a par value of $.001 and a stated value of $1.00. Dividends are payable at the rate per share of 7% per annum cumulative based on the stated value. The Series A preferred shares have no voting rights, except as required by law. Each share of preferred stock is convertible based on the stated value at a conversion price of $.0833 at the option of the holder; provided, however, if a triggering event occurs, as defined in the document, the conversion price shall thereafter be reduced, and only reduced, to equal forty percent of the lowest VWAP during the thirty consecutive trading day period prior to the conversion date. The beneficial ownership limitation attached to conversion is 4.99%, which can be decreased or increased, upon not less than 61 days notice to the Company, but in no event exceeding 19.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock upon conversion of the preferred stock. After 36 months the Company has the right to redeem all, but not less than all, of the outstanding preferred shares in cash at a price equal to 130% of the stated value plus any accrued but unpaid dividends thereon. Undeclared cumulative preferred stock dividends were approximately $350,000 as of March 31, 2018. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition | |
Revenue Recognition | NOTE 9 – Revenue Recognition The revenue that we recognize arises from service orders we receive from our customers. Our performance obligations under the service orders correspond to each delivery of vehicle that we make to our customer under the service orders; as a result, each service order generally contains only one performance obligation based on the delivery to be completed. Control of the delivery transfers to our customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, our service, which generally occurs at the later of when the customer obtains title to vehicle or when the customer assumes risk of loss of the vehicle. The transfer of control generally occurs at a point of delivery. Once this occurs, we have satisfied our performance obligation and we recognize revenue. Transaction Price We agree with our customers on the selling price of each transaction. This transaction price is generally based on the agreed upon delivery fee. In our contracts with customers, we allocate the entire transaction price to the delivery fee to the customer, which is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax we collect concurrently with our revenue-producing activities are excluded from revenue. If we continued to apply legacy revenue recognition guidance for the first three months of 2018, our revenues, gross margin, and net loss would not have changed. See Note 1—Revenue Recognition for the impact of our adoption of ASC No. 2014-09. Disaggregation of Revenue: The following table summarizes the percentage of revenues with our customers for the three months ended March 31, 2018 and 2017: 2018 2017 Corporate customers 98 % 0 % Individual customers 2 % 100 % Total Revenue 100 % 100 % The Company reports as a single segment and in the disaggregation above, the Company categorizes revenue by type. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 10 – Net Income (loss) per share The Company computes loss per share using two different methods, basic and diluted, and presents per share data for all periods in which statements of operations are presented. Basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common stock and common stock equivalents outstanding during the period so long as the effect of including the common stock equivalents is not anti-dilutive. The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted loss per share for the three months ended March 31, 2018 and 2017: Three Months Three Months Ended Ended March 31, 2018 March 31, 2017 Basic loss per share calculation: Net income (loss) from continuing operations to common shareholders $ 60,925 $ (26,658 ) Net income (loss) to common shareholders $ 60,295 $ (26,658 ) Weighted average common shares outstanding 142,526,532 114,213,434 Net income (loss) per share from continuing operations $ 0.00 $ (0.00 ) Basic net income (loss) per common share $ 0.00 $ (0.00 ) Diluted loss per share calculation: Net income (loss) from continuing operations to common shareholders $ 60,925 $ (26,658 ) Net income (loss) to common shareholders $ 60,925 $ (26,658 ) Weighted average common shares outstanding 142,526,532 114,213,434 Dilutive securities 139,584,504 - Weighted average dilutive common shares outstanding 282,111,036 114,213,434 Net income (loss) per share from continuing operations $ 0.00 $ (0.00 ) Diluted net income (loss) per common share $ 0.00 $ (0.00 ) Dilutive securities as of March 31, 2018 and 2017 include convertible notes which were convertible into approximately 87,384,336 and 446,398 common shares as of March 31, 2018 and 2017 and Series A convertible preferred stock which were convertible into 52,200,168 and 48,875,654 common shares as of March 31, 2018 and 2017, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | NOTE 11 – Fair Value of Financial Instruments Disclosures about fair value of financial instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2018, the amounts reported for cash, accrued interest and other expenses, notes payables, and derivative liability approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018: Total (Level 1) (Level 2) (Level 3) Liabilities Derivative liability 385,167 - - 385,167 Total liabilities measured at fair value $ 385,167 $ - $ - $ 385,167 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of December 31, 2017 $ 601,615 (Gain) Loss on change in derivative liability (216,448 ) Ending balance as of March 31, 2018 $ 385,167 Convertible Debentures The derivative liabilities related to the embedded conversion features were valued using the Black-Scholes option valuation model and the following assumptions on the following dates: March 31, 2018 Embedded Conversion Feature Risk free interest rate 1.93 % Expected volatility 276.5 % Expected life (in years) 0.07 to .36 Expected dividend yield - |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12– Related Party Transactions The Company executed a sublease agreement with an affiliate for office space for a one-year term. The sublease commenced on August 1, 2016 at a rate of $300 per month. The sublease was extended on August 1, 2017 and terminated on December 14, 2017, at which point the Company signed a new one-year term lease with the third-party landlord directly for the entire space previously occupied by the affiliate. Rent expense to the affiliate was $0 in the three months ended March 31, 2018 and $900 in the three months ended March 31, 2017. The Company utilized the affiliate as one of the carriers, providing auto transportation, in the normal course of business. The carrier fees incurred to the affiliate were $3,600 for the three months ended March 31, 2018. During 2017 certain revenue and related costs initially recorded by the Company were deemed as affiliate revenue and related costs and were therefore reversed. This was caused by either customers who had not yet approved the Company as a vendor or remittances which were made to the affiliate directly. Such remittances were then remitted from the affiliate back to the Company. The outcome resulted in a net due to affiliate of $32,751 as of March 31, 2018 and $23,551 as of December 31, 2017. The Company utilized various ancillary services of the affiliate including software and certain technology without any charge by the affiliate. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 13 –Concentrations For the three months ended March 31, 2018, one customer represented 12% of the Company’s total net revenues. For the three months ended March 31, 2017, no single customer accounted for more than 10% of the Company’s total net revenues. For the three months ended March 31, 2018, one customer represented 10% of the Company’s net accounts receivable. As of December 31, 2017, two customers represented 12% and 10% of the Company’s net accounts receivable. For the three months ended March 31, 2018 and 2017, we had no carriers that were in excess of 10% in either carrier fees or as part of accounts payable. All revenues are derived from customers in the United States. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2018 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements, except as noted below; On April 25, 2018, the Company failed to make its required maturity date payment of principal and interest on a RedDiamond Convertible Promissory Note of $100,000. In accordance with the note, the Company entered into default on April 27, 2018, which increased the interest rate to 1.5% per month. As of the date of this report the lender has not notified the Company of default and has not exercised any of its remedies provided for in the note. One of the remedies the lender may request is an immediate repayment of the loan at 125% of the principal balance, which would result in the recording of $25,000 penalty expense and the related liability (See Note 6). |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim consolidated financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2017, and notes thereto included in the Company’s annual report on Form 10-K, filed on April 17, 2018. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year. |
Principles of Consolidation | Principles of Consolidation The unaudited consolidated financial statements of the Company include the accounts of Petroterra Corp. and its wholly owned subsidiary, Save On. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the audited consolidated financial statements, in accordance with US-GAAP, requires management to make estimates and assumptions about future events that affect the amounts reported in the Company’s consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates and periodically adjusts its estimates and assumptions, based on historical experience, the impact of the current economic environment, and other key factors. Volatile energy markets, as well as changes in consumer spending have increased the inherent uncertainty in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Significant estimates included in the accompanying consolidated financial statements and footnotes include the valuation of accounts receivable, valuation of intangible assets, the valuation of derivative instruments and valuation of deferred tax assets. |
Revenue Recognition and Cost of Revenue | Revenue Recognition and Cost of Revenue On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. Our payment terms are net 30 days from acceptance of delivery. We do not incur incremental costs obtaining service orders from our customers, however, if we did, because all of our contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. Our adoption of this ASC, resulted in no cumulative effect at January 1, 2018 and no change prospectively to our results of operations or financial condition. The Company recognizes operating revenues and the related direct costs of such revenue which included carrier fees and dispatch costs as of the date the freight is delivered by the carrier which is when the performance obligation is satisfied. Customer payments received prior to delivery are recorded as a deferred revenue liability and related carrier fees if paid prior to delivery are recorded as a deferred expense asset. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these notes are consistent with terms available in the market for instruments with similar risk. We account for our derivative financial instruments, consisting of certain conversion options embedded in our convertible instruments, at fair value using level 3 inputs. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model when appropriate, and in certain circumstances using binomial lattice models or other accepted valuation practices. When determining the fair value of our financial assets and liabilities using the Black-Scholes option pricing model, we are required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of our stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value. |
Basic and Diluted Income (Loss) Per Share | Basic and Diluted Income (Loss) Per Share The Company computes income (loss) per share in accordance with ASC-260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of outstanding shares of common stock during the period. Diluted income (loss) per share gives effect to all dilutive potential shares of common stock outstanding during the period. Dilutive income (loss) per share excludes all potential shares of common stock if their effect is anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our consolidated financial position, results of operations or cash flows upon adoption. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following table presents the accounts receivable: March 31, 2018 December 31, 2017 Accounts receivable $ 343,625 $ 254,150 Allowance for doubtful accounts - - Accounts Receivable $ 343,625 $ 254,150 |
Accounts Payable and Accrued 22
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table presents the composition of accounts payable and accrued liabilities: March 31, 2018 December 31, 2017 Accounts payable $ 231,805 $ 154,278 Accrued interest 55,668 33,168 Other accrued expenses 47,501 36,748 Accounts payable and accrued expense $ 334,974 $ 224,194 |
Convertible Promissory Notes 23
Convertible Promissory Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Promissory Notes | Convertible promissory notes at March 31, 2018 and December 31, 2017 are as follows: 2018 2017 Red Diamond Partners, LLC, net of derivative debt discount of $51,795 and $118,370, respectively $ 218,205 $ 151,630 RDW Capital, LLC., net of original issuance discount of $52,356 and $104,137 and derivative debt discount of $7,479 and $14,877, respectively 180,165 120,986 Convertible promissory notes payable, net $ 398,370 $ 272,616 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition | |
Schedules of Concentration of Risk, Percentage | The following table summarizes the percentage of revenues with our customers for the three months ended March 31, 2018 and 2017: 2018 2017 Corporate customers 98 % 0 % Individual customers 2 % 100 % Total Revenue 100 % 100 % |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted loss per share for the three months ended March 31, 2018 and 2017: Three Months Three Months Ended Ended March 31, 2018 March 31, 2017 Basic loss per share calculation: Net income (loss) from continuing operations to common shareholders $ 60,925 $ (26,658 ) Net income (loss) to common shareholders $ 60,295 $ (26,658 ) Weighted average common shares outstanding 142,526,532 114,213,434 Net income (loss) per share from continuing operations $ 0.00 $ (0.00 ) Basic net income (loss) per common share $ 0.00 $ (0.00 ) Diluted loss per share calculation: Net income (loss) from continuing operations to common shareholders $ 60,925 $ (26,658 ) Net income (loss) to common shareholders $ 60,925 $ (26,658 ) Weighted average common shares outstanding 142,526,532 114,213,434 Dilutive securities 139,584,504 - Weighted average dilutive common shares outstanding 282,111,036 114,213,434 Net income (loss) per share from continuing operations $ 0.00 $ (0.00 ) Diluted net income (loss) per common share $ 0.00 $ (0.00 ) |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2018: Total (Level 1) (Level 2) (Level 3) Liabilities Derivative liability 385,167 - - 385,167 Total liabilities measured at fair value $ 385,167 $ - $ - $ 385,167 |
Schedule of Reconciliation of Derivative Liability for Level 3 Inputs | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Beginning balance as of December 31, 2017 $ 601,615 (Gain) Loss on change in derivative liability (216,448 ) Ending balance as of March 31, 2018 $ 385,167 |
Schedule of Fair Value of Financial Instruments Black-Scholes Option Model and Valuation Assumptions | The derivative liabilities related to the embedded conversion features were valued using the Black-Scholes option valuation model and the following assumptions on the following dates: March 31, 2018 Embedded Conversion Feature Risk free interest rate 1.93 % Expected volatility 276.5 % Expected life (in years) 0.07 to .36 Expected dividend yield - |
Organization and Business Ope27
Organization and Business Operations (Details Narrative) | Mar. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of voting control and management and board control | 80.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jan. 03, 2018 | |
Net loss | $ 60,925 | $ (26,658) | ||
Cash used in operations | 13,309 | $ 6,622 | ||
Working capital deficit | 714,212 | |||
Accumulated deficit | 683,854 | $ 744,779 | ||
Stockholders’ deficit | $ 714,212 | 775,137 | ||
Debt payment of principal and interest | $ 240,000 | |||
Debt instrument interest rate | 2.00% | |||
Principal balance immediate repayment percentage | 125.00% | |||
Penalty expense | $ 60,000 | |||
Lender [Member] | ||||
Principal balance immediate repayment percentage | 125.00% | |||
Penalty expense | $ 25,000 | |||
April 25, 2018 [Member] | ||||
Debt payment of principal and interest | $ 100,000 | |||
April 27, 2018 [Member] | ||||
Principal balance immediate repayment percentage | 1.50% |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Accounts receivable | $ 343,625 | $ 254,150 |
Allowance for doubtful accounts | ||
Accounts Receivable | $ 343,625 | $ 254,150 |
Accounts Payable and Accrued 30
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 231,805 | $ 154,278 |
Accrued interest | 55,668 | 33,168 |
Other accrued expenses | 47,501 | 36,748 |
Accounts payable and accrued expense | $ 334,974 | $ 224,194 |
Convertible Promissory Notes 31
Convertible Promissory Notes Payable (Details Narrative) - USD ($) | Aug. 10, 2017 | Jun. 30, 2017 | Apr. 25, 2017 | Mar. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Apr. 25, 2018 | Jan. 03, 2018 | Aug. 08, 2017 | Jun. 02, 2017 | Mar. 31, 2017 |
Convertible promissory notes | $ 25,000 | ||||||||||
Debt, principal balance | 240,000 | ||||||||||
Debt instrument interest rate | 2.00% | ||||||||||
Payment of principal and interest on a convertible promissory note | $ 240,000 | ||||||||||
Proceeds from convertible promissory note | $ 280,000 | ||||||||||
Dividend rate | 0.00% | 0.00% | |||||||||
Expected term | 1 year | ||||||||||
Expected volatility | 404.00% | ||||||||||
Risk-free interest rate | 1.24% | 1.93% | |||||||||
Notes payable | $ 180,165 | 120,986 | |||||||||
Debt discount | 7,479 | 14,877 | |||||||||
Accounts payable | 231,805 | 154,278 | |||||||||
Debt issue discount | 52,356 | 104,137 | |||||||||
Prepayment fees | 1,021 | ||||||||||
RDW Capital, LLC [Member] | |||||||||||
Debt, principal balance | $ 4,000 | ||||||||||
Note maturity date | Aug. 16, 2017 | ||||||||||
Debt instrument interest rate | 12.00% | ||||||||||
Notes payable | $ 4,000 | ||||||||||
Debt discount | 52,356 | 104,137 | |||||||||
Debt conversion, description | The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the volume-weighted averages for the ten (10) days preceding the date of conversion and contains price protection on the conversion rate. | ||||||||||
Number of shares issuable upon conversion, percent | 300.00% | ||||||||||
Weighted average conversion price, percentage | 50.00% | ||||||||||
Accrued interest | 225 | ||||||||||
Prepayment fees | 634 | ||||||||||
Related Party [Member] | |||||||||||
Proceeds from convertible promissory note | $ 30,000 | ||||||||||
Related Party [Member] | RDW Capital, LLC [Member] | |||||||||||
Debt, principal balance | 240,000 | ||||||||||
Purchase price | $ 30,000 | ||||||||||
Debt instrument interest rate | 12.00% | ||||||||||
Penalty expense and related liability | $ 60,000 | ||||||||||
Fair value of embedded conversion option derivatives | $ 527,477 | ||||||||||
Accounts payable | $ 15,000 | $ 15,000 | |||||||||
Debt conversion, description | The issue date of the Note, and is convertible into shares of the Companys common stock, at a conversion price equal to fifty (50%) of the lowest volume-weighted average price for the previous ten trading days immediately preceding the conversion. | ||||||||||
Derivative liabilities | $ 497,477 | ||||||||||
Debt instrument default interest rate increased per month | 2.00% | ||||||||||
Percentage of immediate repayment of loan principal balance | 125.00% | ||||||||||
Notes Payable [Member] | |||||||||||
Debt, principal balance | 270,000 | ||||||||||
Notes payable | 218,205 | $ 151,630 | |||||||||
Debt discount | $ 51,795 | $ 118,370 | |||||||||
Convertible Notes Payable One [Member] | RDW Capital, LLC [Member] | |||||||||||
Debt, principal balance | 2,464 | ||||||||||
Note maturity date | Sep. 15, 2017 | ||||||||||
Debt instrument interest rate | 12.00% | ||||||||||
Notes payable | 2,464 | ||||||||||
Debt conversion, description | The note is convertible into shares of common stock at a price equal to a variable conversion price of fifty percent (50%) of the volume-weighted averages for the ten (10) days preceding the date of conversion and contains price protection on the conversion rate. | ||||||||||
Number of shares issuable upon conversion, percent | 300.00% | ||||||||||
Weighted average conversion price, percentage | 50.00% | ||||||||||
Accrued interest | 116 | ||||||||||
Prepayment fees | $ 387 | ||||||||||
Minimum [Member] | |||||||||||
Expected term | 26 days | ||||||||||
Maximum [Member] | |||||||||||
Expected term | 4 months 9 days | ||||||||||
Red Diamond Partners, LLC [Member] | April 25, 2018 [Member] | |||||||||||
Debt instrument interest rate | 125.00% | ||||||||||
Payment of principal and interest on a convertible promissory note | $ 100,000 | ||||||||||
Increased interest rate per month | 1.50% | ||||||||||
Penalty expense and related liability | $ 25,000 | ||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | |||||||||||
Debt, principal balance | $ 355,000 | ||||||||||
Purchase price | 350,000 | ||||||||||
Transaction costs | $ 5,000 | ||||||||||
Debt instrument interest rate | 12.00% | ||||||||||
Percentage of common stock option of lowest vwap | 65.00% | ||||||||||
Fair value of embedded conversion option derivatives | 376,841 | ||||||||||
Proceeds from convertible promissory note | 265,000 | ||||||||||
Initial derivative expense | $ 111,841 | ||||||||||
Dividend rate | 0.00% | ||||||||||
Expected term | 1 year | ||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Minimum [Member] | |||||||||||
Expected volatility | 319.00% | ||||||||||
Risk-free interest rate | 1.09% | ||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Maximum [Member] | |||||||||||
Expected volatility | 526.00% | ||||||||||
Risk-free interest rate | 1.24% | ||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Initial Tranche [Member] | |||||||||||
Debt, principal balance | $ 95,000 | ||||||||||
Loan amount | 100,000 | ||||||||||
Convertible debt | $ 5,000 | ||||||||||
Note maturity date | Apr. 25, 2018 | ||||||||||
Each tranche matures term | Each tranche will matures 1 year after the date of such funding. | ||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Second Tranche [Member] | |||||||||||
Debt, principal balance | $ 85,000 | ||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Third Tranche [Member] | |||||||||||
Debt, principal balance | $ 85,000 | ||||||||||
Securities Purchase Agreement [Member] | Red Diamond Partners, LLC [Member] | Fourth Tranche [Member] | |||||||||||
Debt, principal balance | $ 85,000 |
Convertible Promissory Notes 32
Convertible Promissory Notes Payable - Schedule of Convertible Promissory Notes (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Convertible promissory notes payable, net | $ 398,370 | $ 272,616 |
Red Diamond Partners, LLC [Member] | ||
Convertible promissory notes payable, net | 218,205 | 151,630 |
RDW Capital, LLC [Member] | ||
Convertible promissory notes payable, net | $ 180,165 | $ 120,986 |
Convertible Promissory Notes 33
Convertible Promissory Notes Payable - Schedule of Convertible Promissory Notes (Details) (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Convertible promissory note, debt discount | $ 7,479 | $ 14,877 |
Red Diamond Partners, LLC [Member] | ||
Convertible promissory note, debt discount | 51,795 | 118,370 |
RDW Capital, LLC [Member] | ||
Convertible promissory note, debt discount | 52,356 | 104,137 |
Debt original issuance cost | $ 7,479 | $ 14,877 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Sublease agreement office space, term | 1 year |
Sublease commenced per month value | $ 300 |
Lease extended date | Aug. 1, 2017 |
Lease expiration date | Dec. 14, 2017 |
Monthly rent under the renewed lease plus maintenance charges and taxes | $ 1,600 |
Reverse stock-split | 1 for 30 |
Maximum [Member] | |
Common stock ownership, percentage | 99.00% |
Minimum [Member] | |
Common stock ownership, percentage | 80.00% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Jan. 03, 2018 | Dec. 31, 2017 | |
Preferred stock, stated value | $ 0.001 | $ 0.001 | |
Dividends payable rate | 2.00% | ||
Undeclared cumulative preferred stock dividends | $ 350,000 | ||
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | ||
Preferred stock, stated value | $ 1 | ||
Dividends payable rate | 7.00% | ||
Preferred Stock [Member] | |||
Dividends payable rate | 130.00% | ||
Debt conversion price, per share | $ 0.0833 | ||
Debt conversion beneficial ownership, percent | 4.99% | ||
Common Stock [Member] | |||
Debt conversion beneficial ownership, percent | 19.99% |
Revenue Recognition - Schedules
Revenue Recognition - Schedules of Concentration of Risk, Percentage (Details) - Sales Revenue, Net [Member] | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Concentration Risk, Percentage | 100.00% | 100.00% |
Corporate Customers [Member] | ||
Concentration Risk, Percentage | 98.00% | 0.00% |
Individual Customers [Member] | ||
Concentration Risk, Percentage | 2.00% | 100.00% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Convertible notes convertible into number of common shares | 87,384,336 | 446,398 |
Conversion of preferred stock convertible into common shares | 52,200,168 | 48,875,654 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net income (loss) from continuing operations to common shareholders | $ 60,925 | $ (26,658) |
Net income (loss) to common shareholders | $ 60,295 | $ (26,658) |
Weighted average common shares outstanding | 142,526,532 | 114,213,434 |
Net income (loss) per share from continuing operations | $ 0 | $ 0 |
Basic net income (loss) per common share | $ 0 | $ 0 |
Net income (loss) from continuing operations to common shareholders | $ 60,925 | $ (26,658) |
Net income (loss) to common shareholders | $ 60,925 | $ (26,658) |
Weighted average common shares outstanding | 282,111,036 | 114,213,434 |
Dilutive securities | 139,584,504 | |
Weighted average dilutive common shares outstanding | 282,111,036 | 114,213,434 |
Net income (loss) per share from continuing operations | $ 0 | $ 0 |
Diluted net income (loss) per common share | $ 0 | $ 0 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative liability | $ 385,167 | $ 601,615 |
Total liabilities measured at fair value | 385,167 | |
Level 1 [Member] | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 3 [Member] | ||
Derivative liability | 385,167 | |
Total liabilities measured at fair value | $ 385,167 | $ 601,615 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments - Schedule of Reconciliation of Derivative Liability for Level 3 Inputs (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Ending balance as of December 31, 2017 | $ 385,167 |
Level 3 [Member] | |
Beginning balance as of December 31, 2016 | 601,615 |
(Gain) Loss on change in derivative liability | (216,448) |
Ending balance as of December 31, 2017 | $ 385,167 |
Fair Value of Financial Instr41
Fair Value of Financial Instruments - Schedule of Fair Value of Financial Instruments Black-Scholes Option Model and Valuation Assumptions (Details) | Jun. 30, 2017 | Mar. 31, 2018 |
Risk free interest rate | 1.24% | 1.93% |
Expected volatility | 276.50% | |
Expected life (in years) | 1 year | |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life (in years) | 26 days | |
Maximum [Member] | ||
Expected life (in years) | 4 months 9 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||
Sublease agreement office space, term | 1 year | ||
Sublease commenced per month value | $ 300 | ||
Lease extended date | Aug. 1, 2017 | ||
Rent expenses - affiliate | $ 900 | ||
Carrier fees - related party affiliate | 3,600 | ||
Due to affiliate | $ 32,751 | $ 23,551 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Sales Revenue, Net [Member] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
Accounts Payable [Member] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
One Customer [Member] | Sales Revenue, Net [Member] | |||
Concentration risk, percentage | 12.00% | ||
No Single Customer [Member] | Sales Revenue, Net [Member] | |||
Concentration risk, percentage | 10.00% | ||
One Customer [Member] | Accounts Receivable [Member] | |||
Concentration risk, percentage | 10.00% | ||
Customer One [Member] | Accounts Receivable [Member] | |||
Concentration risk, percentage | 12.00% | ||
Customer Two [Member] | Accounts Receivable [Member] | |||
Concentration risk, percentage | 10.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 25, 2018 | Mar. 31, 2018 | Jan. 03, 2018 |
Debt instrument interest rate | 2.00% | ||
Principal balance immediate repayment percentage | 125.00% | ||
Penalty expense | $ 60,000 | ||
Subsequent Event [Member] | RedDiamond Convertible Promissory Note [Member] | |||
Promissory note default principal and interest amount | $ 100,000 | ||
Debt instrument interest rate | 1.50% | ||
Principal balance immediate repayment percentage | 125.00% | ||
Penalty expense | $ 25,000 |