Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 13, 2015 | Jun. 30, 2014 | |
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Trading Symbol | fare | ||
Entity Registrant Name | World Moto, Inc. | ||
Entity Central Index Key | 1492151 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 439,696,519 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Public Float | $9,056,384 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $169,265 | $179,132 |
Prepaid expenses and other current assets | 20,741 | 17,424 |
Inventories | 2,986 | 0 |
Total current assets | 192,992 | 196,556 |
Property and equipment, net of accumulated depreciation | 24,215 | 31,273 |
Deferred financing costs, net of accumulated amortization | 28,867 | 0 |
Other assets | 10,984 | 1,704 |
TOTAL ASSETS | 257,058 | 229,533 |
Current liabilities: | ||
Accounts payable and accrued expenses | 211,336 | 27,482 |
Customer deposits | 0 | 35,000 |
Convertible note payable, net of discount of $1,053,696 and $0, respectively | 274,123 | 0 |
Derivative note liabilities | 1,256,159 | 0 |
Short-term debt - related party | 45,707 | 0 |
Unearned revenues | 59,056 | 0 |
Total current liabilities | 1,846,381 | 62,482 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 395,369,204 and 378,033,149 shares issued and outstanding, respectively | 39,536 | 37,802 |
Additional paid-in capital | 1,752,443 | 1,332,431 |
Accumulated deficit | -3,365,780 | -1,205,081 |
Other comprehensive income (loss) | -15,522 | 1,899 |
Total stockholders' equity (deficit) | -1,589,323 | 167,051 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $257,058 | $229,533 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible note payable, discount | $1,053,696 | $0 |
Preferred stock shares par value | $0.00 | $0.00 |
Preferred stock shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock shares par value | $0.00 | $0.00 |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares, Issued | 395,369,204 | 378,033,149 |
Common Stock, Shares, Outstanding | 395,369,204 | 378,033,149 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $0 | $0 |
Operating expenses: | ||
Research and development | 406,284 | 365,910 |
General and administrative | 785,857 | 549,315 |
Total operating expenses | 1,192,141 | 915,225 |
Loss from operations | 1,192,141 | 915,225 |
Other income expense: | ||
Interest expense | 1,075,665 | 0 |
Interest income | -6 | -749 |
Change in fair value of derivative liability | -92,875 | 0 |
Foreign currency exchange gain | -14,226 | -3,958 |
Net loss | -2,160,699 | -910,518 |
Other comprehensive income (loss): | ||
Foreign currency translations | -17,421 | 1,899 |
Total comprehensive loss | ($2,178,120) | ($908,619) |
Net loss per common share - basic and diluted | ($0.01) | $0 |
Weighted average number of common shares outstanding - basic and diluted | 380,674,272 | 378,033,149 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (USD $) | Common Stock [Member] | Additional Paid-In Capital (Deficiency) [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total |
Beginning Balance at Dec. 31, 2012 | $37,432 | $332,801 | ($294,563) | $75,670 | |
Beginning Balance (Shares) at Dec. 31, 2012 | 374,329,445 | ||||
Shares issued for cash | 370 | 999,630 | 1,000,000 | ||
Shares issued for cash (Shares) | 3,703,704 | ||||
Reclassification of fair value of derivatives from liabilities to equity | 0 | ||||
Foreign currency transactions | 1,899 | 1,899 | |||
Net loss | -910,518 | -910,518 | |||
Ending Balance at Dec. 31, 2013 | 37,802 | 1,332,431 | -1,205,081 | 1,899 | 167,051 |
Ending Balance (Shares) at Dec. 31, 2013 | 378,033,149 | ||||
Shares issued for conversion of debt | 1,734 | 266,962 | 268,696 | ||
Shares issued for conversion of debt (Shares) | 17,336,055 | ||||
Reclassification of fair value of derivatives from liabilities to equity | 153,050 | 153,050 | |||
Foreign currency transactions | -17,421 | -17,421 | |||
Net loss | -2,160,699 | -2,160,699 | |||
Ending Balance at Dec. 31, 2014 | $39,536 | $1,752,443 | ($3,365,780) | ($15,522) | ($1,589,323) |
Ending Balance (Shares) at Dec. 31, 2014 | 395,369,204 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 81 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($2,160,699) | ($910,518) | ($3,365,780) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 7,237 | 2,230 | |
Fair value of derivative in excess of debts | 528,490 | 0 | |
Amortization of debt discount and deferred financing cost | 450,046 | 0 | |
Change in fair value of derivative liability | -92,875 | 0 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | -12,597 | 17,924 | |
Inventories | -2,986 | 0 | |
Unearned revenues | 24,056 | 0 | |
Accounts payable and accrued expenses | 183,854 | 25,326 | |
Net cash used in operating activities | -1,075,474 | -865,038 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | -179 | -33,503 | |
Net cash used in investing activities | -179 | -33,503 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from convertible notes, net of costs | 1,037,500 | 1,000,000 | |
Advances from related parties | 45,707 | 0 | |
Net cash provided by financing activities | 1,083,207 | 1,000,000 | |
EFFECT OF FOREIGN CURRENCY TRANSLATIONS | -17,421 | 1,899 | |
Net increase (decrease) in cash and cash equivalents | -9,867 | 103,358 | |
Cash and cash equivalent at beginning of the year | 179,132 | 75,774 | |
Cash and cash equivalent at end of the year | 169,265 | 179,132 | 169,265 |
Cash paid for: | |||
Income tax | 0 | 0 | |
Interest | 0 | 0 | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Shares issued for conversion of debt | 268,696 | 0 | |
Reclassification of fair value of derivatives from liabilities to equity | $153,050 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
Nature of Business | |||||||||||||
World Moto, Inc. (the “Company”) was incorporated in the State of Nevada on March 24, 2008 under the name Net Profits Ten Inc. The original purpose of the Company was to market and distribute user-friendly interactive yearbook software for the military. The Company was considered as a shell company until the completion of its acquisition of the World Moto Assets, which was consummated on November 14, 2012, as discussed in Note 3. Effective November 12, 2012, the Company amended its Articles of Incorporation to change its name from “Net Profits Ten Inc.” to “World Moto, Inc.” | |||||||||||||
On January 30, 2013, World Moto, Inc. established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd, a wholly owned subsidiary of the Company, was organized under the laws of the Kingdom of Thailand and the name of this company was later changed to World Moto Co., Ltd. World Moto Co., Ltd. is owned in its entirety by World Moto, Inc. and it is an operating entity of the Company in Thailand for the purposes of research and development in the Southeast Asia region. | |||||||||||||
Basis of Presentation | |||||||||||||
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. | |||||||||||||
Principal of Consolidation | |||||||||||||
The consolidated financial statements include the accounts of World Moto Technologies, Inc., World Moto Holdings, Inc., and World Moto Co. Ltd, all 100% owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Foreign Currency Translation | |||||||||||||
The functional currency of our subsidiary is the Thai Baht. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. | |||||||||||||
For financial reporting purposes, the financial statements of the subsidiary are translated into the Company’s reporting currency, United States Dollars (“USD”). Asset and liability accounts are translated using the closing exchange rate in effect at the balance sheet date, equity account and dividend are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. | |||||||||||||
Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholder’s equity (deficit). | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||||||||||||
Long-lived Assets | |||||||||||||
Property and equipment | |||||||||||||
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method of 3 years for financial statement purposes. | |||||||||||||
Software | |||||||||||||
The Company capitalizes software acquisition and development costs incurred during the software application development stage. The software application development stage is characterized by software design and configuration activities, coding, testing and installation. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software acquisition and development costs, once placed in service, are amortized using the straight-line method over the estimated useful life of 3 to 10 years. Capitalized software acquisition and development costs subject to amortization are carried at cost less accumulated amortization. | |||||||||||||
Patents | |||||||||||||
Patents are initially measured based on their fair values. Patents are being amortized on the straight-line method over the estimated useful life of 10 to 20 years. | |||||||||||||
Management evaluates the recoverability of the Company’s property and equipment including patent development costs when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of identifiable property and equipment may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||||
Income Taxes | |||||||||||||
The Company uses the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. A valuation allowance, if necessary, is provided against deferred tax assets, based upon management’s assessment as to their realization. | |||||||||||||
Fair Value Measurement | |||||||||||||
The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | |||||||||||||
Fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. The Company uses Level 3 to value its derivative instruments. | |||||||||||||
The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2014. | |||||||||||||
Level 1 | Level 2 | Level 3 | Level 4 | ||||||||||
Liabilities | - | - | - | - | |||||||||
Derivative liability | $ | $ | $ | 1,256,159 | $ | 1,256,159 | |||||||
Revenue Recognition | |||||||||||||
The Company recognizes revenue only when all of the following criteria have been met: | |||||||||||||
Persuasive evidence of an arrangement exists; | |||||||||||||
Delivery has occurred or services have been rendered; | |||||||||||||
The fee for the arrangement is fixed or determinable; and | |||||||||||||
Collectability is reasonably assured. | |||||||||||||
Persuasive Evidence of an Arrangement –The Company documents all terms of an arrangement in a written contract signed by the customer prior to recognizing revenue. | |||||||||||||
Delivery Has Occurred or Services Have Been Performed – The Company performs all services or delivers all products prior to recognizing revenue. Monthly services are considered to be performed ratably over the term of the arrangement. Professional consulting services are considered to be performed when the services are complete. Equipment is considered delivered upon delivery to a customer’s designated location. | |||||||||||||
The Fee for the Arrangement Is Fixed or Determinable – Prior to recognizing revenue, a customer’s fee is either fixed or determinable under the terms of the written contract. Fees for most monthly services, professional consulting services, and equipment sales and rentals are fixed under the terms of the written contract. Fees for certain monthly services, including certain portions of networking, storage, and content distribution and caching services, are variable based on an objectively determinable factor such as usage. Those factors are included in the written contract such that the customer’s fee is determinable. The customer’s fee is negotiated at the outset of the arrangement and is not subject to refund or adjustment during the initial term of the arrangement. | |||||||||||||
Collectability Is Reasonably Assured – The Company determines that collectability is reasonably assured prior to recognizing revenue. Collectability is assessed on a customer by customer basis based on criteria outlined by management. New customers are subject to a credit review process, which evaluates the customer’s financial position and ultimately its ability to pay. The Company does not enter into arrangements unless collectability is reasonably assured at the outset. Existing customers are subject to ongoing credit evaluations based on payment history and other factors. If it is determined during the arrangement that collectability is not reasonably assured, revenue is recognized on a cash basis. | |||||||||||||
Franchise Fee Revenue | |||||||||||||
Revenues from licensees include a royalty based on a percent of sales, and may include initial fees. Continuing royalties are recognized in the period earned. Initial fees are recognized upon granting of a new franchise term, which is when the Company has performed substantially all initial services required by the franchise arrangement and once the franchisee commences operations. Additionally, the first twelve months of operations are royalty free for the franchisee. | |||||||||||||
Stock-based Compensation | |||||||||||||
The Company expenses the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the service period. | |||||||||||||
Equity instruments issued to parties other than employees for acquiring goods or services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. | |||||||||||||
Subsequent Events | |||||||||||||
The Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |||||||||||||
The Company has limited operations and was considered to be in the development stage. During the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this Update allows the Company to remove the inception-to-date information and all references to development stage. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
GOING CONCERN [Text Block] | NOTE 2 – GOING CONCERN |
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has an accumulated deficit of $3,365,780 as of December 31, 2014, has limited liquidity, and has not established a reliable source of revenues sufficient to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
UNEARNED_REVENUES
UNEARNED REVENUES | 12 Months Ended |
Dec. 31, 2014 | |
UNEARNED REVENUES [Text Block] | NOTE 3 - UNEARNED REVENUES |
On December 2, 2013, WM Co. Thailand entered into a Purchase and Licensing Agreement (the "PL Agreement") with Mobile Advertising Ventures Ltd. ("MAV"). Pursuant to the terms of the PL Agreement, MAV will purchase 10 initial "Wheelies" from WM Co. Thailand at a purchase price of $35,000, and will have an option to purchase an additional 190 Wheelies at a purchase price of $3,500 per unit. WM Co. Thailand also grants a non-exclusive license to MAV for the use of its software in connection with the operation of the Wheelies in consideration for a fee based on net revenue per quarter from advertising sales relating to the use of the Wheelies. The Company received $35,000 from MAV before December 31, 2013 and recorded unearned revenues at December 31, 2014 and 2013. | |
On March 10, 2014, the Company entered into a Fleet Franchise Agreement ("the Franchise Agreement") with Mobile Advertising Ventures, Ltd. ("MAV"). MAV paid the Company $24,056 for the right to utilize the Yes software and all other trademarks of the Company, including but not limited to "Yes", "World Moto" and "Wheelies" (collectively, the "Marks") in the Federal Territory of Kuala Lumpur, Malaysia. Initial training has been completed for the Franchisee; however, the Franchisee has not begun operations. This revenue will be reclassified as earned when MAV completes its first sale using the Yes software. |
RELATEDPARTY_TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
RELATED-PARTY TRANSACTIONS [Text Block] | NOTE 4 - RELATED PARTY TRANSACTIONS |
During the year ended December, 31 2014, the Company received a loan from one of the major shareholders and directors in the amount of $45,707. The loan will be paid back from proceeds of the debenture financing that is expected to be completed by the end of 2014. The loan is accruing interest at a rate of 0%. All proceeds were used for operating expenses incurred during the third quarter of 2014. |
LONGLIVED_ASSETS
LONG-LIVED ASSETS | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
LONG-LIVED ASSETS [Text Block] | NOTE 5 – LONG-LIVED ASSETS | |||||||||
The following table summarizes the long-lived assets the Company had at December 31, 2014 and 2013: | ||||||||||
Useful | Year Ended December 31, | |||||||||
Lives | 2014 | 2013 | ||||||||
Machinery and equipment | 3 - 5 years | $ | 33,682 | $ | 33,503 | |||||
Less: accumulated depreciation | (9,467 | ) | (2,230 | ) | ||||||
Property and equipment, net | $ | 24,215 | $ | 31,273 |
NOTE_PAYABLE
NOTE PAYABLE | 12 Months Ended | |||
Dec. 31, 2014 | ||||
NOTE PAYABLE [Text Block] | NOTE 6 – NOTE PAYABLE | |||
On April 4, 2014, the Company entered into the initial RM–DC Convertible Notes (“RM-DC Notes) with the Investors in the aggregate principal and interest amount of $608,696 for a purchase price of $500,000 ( 8% original issue discount). The Holder is guaranteed interest at the rate of 12% and the notes have a maturity date of April 4, 2015. The Company is obligated to make amortization payments beginning on the six month anniversary of the issuance date of the Debentures and continuing monthly thereafter. Currently, the Company is in default on the initial tranche and the balance is due on demand. The RM-DC Notes are convertible into shares of common stock of the Company at any time at the discretion of the Investors at a conversion price equal to the lesser of (i) $0.10 or (ii) 70% of the lowest traded price per share of the common stock during the twenty five (25) trading days prior to the date of conversion. | ||||
For the year ended December 31, 2014, the Company recorded a debt discount of $389,221, as result of the embedded conversion feature being a financial derivative, for proceeds received. The Company also recorded a debt discount of $63,482, as result of the 8% original issue discount and $20,000 in fees related to fees paid to the investors. | ||||
The discounts on the first tranche of RM-DC Notes are amortized by the Company through interest expense over the life of the notes. During the year ended December 31, 2014, the Company recorded $214,908 amortization of the debt discount on the first tranche of RM-DC Notes. | ||||
On December 11, 2014, the Company entered into the second tranche of RM–DC Notes with the Investors in the aggregate principal and interest amount of $608,696 for a purchase price of $500,000 ( 8% original issue discount). The Holder is guaranteed interest at the rate of 12% and the notes have a maturity date of December 11, 2015. The Company is obligated to make amortization payments beginning on the six month anniversary of the issuance date of the Debentures and continuing monthly thereafter. The Debentures are convertible into shares of common stock of the Company at any time at the discretion of the Investors at a conversion price equal to the lesser of (i) $0.10 or (ii) 70% of the lowest traded price per share of the common stock during the twenty five (25) trading days prior to the date of conversion. | ||||
For the year ended December 31, 2014, the Company recorded a debt discount of $585,203 as result of the embedded conversion feature being a financial derivative, for proceeds received. The Company also recorded a debt discount of $23,493, as result of the 8% original issue discount. | ||||
The discounts on the second tranche of RM-DC Notes are amortized by the Company through interest expense over the life of the notes. During the year ended December 31, 2014, the Company recorded $73,973 amortization of the debt discount on the second tranche of RM-DC Notes. | ||||
On August 24, 2014, the Company completed an offering by entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”), with Macallan Partners (the “Holder”) for an aggregate principal amount of $105,000 (“MP Note”) (the “Purchase Price” with a $5,000 OID and $8,000 in Deferred Financing Costs-Broker Fees) in the form of a convertible note. | ||||
The MP Note earns an interest rate equal to 8% per annum and matures on September 30, 2015. This Note may be prepaid in whole or in part. Any amount of principal or interest on this MP Note which is not paid when due shall bear interest at the rate of 18% per annum from the due date thereof until the same is paid and a penalty of 50%. The MP Note is redeemable for 125%- 150% at various intervals. | ||||
The MP Note is convertible any time after 120 days after issuance, and the Purchaser has the right to convert the MP Note into shares of the Company's common stock at a conversion price equal to the lower of: 50% of the lowest traded price during the 20 trading days prior to the election to convert or 50% of the bid price on the day of the conversion notice. If conversion shares are not deliverable by DWAC then an additional 5% discount will apply to the conversion price. If the shares are ineligible for deposit into the DTC system for any reason and only eligible for "X clearing" then an additional 10% discount will apply to the conversion price. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions and any issuances of securities below the Conversion Price (a dilutive reset). | ||||
For the year ended December 31, 2014, the Company recorded a debt discount of $100,000, as result of the embedded conversion feature being a financial derivative. The Company also recorded a debt discount of $5,000 as result of the 5% original issue discount. The Company determined that the fair value of the conversion feature was $196,408 at the issuance date. The fair value of the conversion feature in excess of the principal amount allocated to the notes of $96,408 was expensed immediately as additional interest expense. During the year ended December 31, 2014, the Company recorded $4,796 amortization of the debt discount on the notes. | ||||
As summary of value changes to the notes for the period ended from April 4, 2014 to December 31, 2014 is as follows: | ||||
RM-DC Note | $ | 1,217,392 | ||
MP Note | 105,000 | |||
Total principal | 1,322,392 | |||
Less: conversion of principal | (268,696 | ) | ||
Less: discount related to fair value of the embedded conversion feature | (1,074,426 | ) | ||
Less: discount related to original issue discount | (91,975 | ) | ||
Add: amortization of discount | 386,828 | |||
Carrying value of Convertible Notes December 31, 2014 | $ | 274,123 | ||
In connection with the sale of the RM-DC Notes, the Company agreed to issue 520,000 shares of common stock, valued at $46,584 on the date of agreement, and cash in the amount of $45,500 to its placement agent for services. The fees have been recorded to deferred financing cost. The deferred financing cost are amortized by the Company through interest expense over the life of the notes. During the year ended December 31, 2014, the Company recorded $63,217 amortization of the deferred financing cost. These shares were not issued by the Company as of December 31, 2014 and were recorded in the Accounts Payable and Accrued Expenses. | ||||
DERIVATIVE_LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
DERIVATIVE LIABILITY [Text Block] | NOTE 7 – DERIVATIVE LIABILITY | |||||||||
The Company has determined that the variable conversion prices under its convertible notes caused the embedded conversation feature to be a financial derivative. The Company may not have enough authorized common stock to settle its obligation if the note holder elects to convert the note into common shares when the trading price is lower than a certain threshold. | ||||||||||
The derivative instruments were valued at loan origination date, date of debt conversion and at December 31, 2014The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and date of debt conversion) using the Multinomial Lattice option pricing model, under the following assumptions: | ||||||||||
RM - DC | MP | RM – DC | ||||||||
Tranche 1 | Tranche 2 | |||||||||
Shares of common stock issuable upon exercise of debt | 6,086,956 | 4,642,214 | 6,086,956 | |||||||
Estimated market value of common stock on measurement date | $ | 0.09 - 0.155 | $ | 0.05 | $ | 0.05 | ||||
Exercise price | $ | 0.1 | $ | 0.02262 | $ | 0.1 | ||||
Risk free interest rate (1) | 0.11%- 0.03% | 0.11% | 0.21% | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||
Expected volatility (2) | 49.41%- 219% | 94.98% | 102.85% | |||||||
Expected exercise term in years | 1.00 - 0.25 | 1 | 1 | |||||||
-1 | The risk –free interest rate was determined by management using the one month Treasury bill yield as of the issuance dates. | |||||||||
-2 | The volatility was determined by referring to the average historical volatility of a peer group of public companies because we do not have sufficient trade history to determine our historical volatility. | |||||||||
The fair value of the debt derivative liabilities related to the conversion options of these notes was estimated as of December 31, 2014 using the Multinomial Lattice option pricing model, under the following assumptions: | ||||||||||
RM – DC | RM – DC | |||||||||
Tranche 1 | MP | Tranche 2 | ||||||||
Shares of common stock issuable upon | 3,400,000 | 13,707,030 | 6,086,957 | |||||||
exercise of debt | ||||||||||
Estimated market value of common | $ | $ | $ | |||||||
stock on measurement date | ||||||||||
Exercise price | $ | 0.1 | $ | 0.00766 | $ | 0.1 | ||||
Risk free interest rate (1) | 0.04% | 0.12% | 0.25% | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||
Expected volatility (2) | 61.54% | 76.90% | 105% | |||||||
Expected exercise term in years | 0.25 | 0.75 | 1 | |||||||
The change in fair values of the derivative liabilities related to the Convertible Notes are summarized as: | ||||||||||
Fair value of derivatives related to RM-DC Notes | $ | 1,305,676 | ||||||||
Fair value of derivatives related to MP Note | 196,408 | |||||||||
Conversion of derivative liability | (153,050 | ) | ||||||||
Change in fair value of derivative liability | (92,875 | ) | ||||||||
Fair value of derivative liabilities at December 31, 2014 | $ | 1,256,159 |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INCOME TAXES [Text Block] | NOTE 8 – INCOME TAXES | |||||||
No provision for federal income taxes has been recognized for the years ended December 31, 2014 and 2013, as the Company incurred a net operating loss for income tax. | ||||||||
The Company has tax losses that may be applied against future taxable income. The potential tax benefits arising from these losses carryforwards, which expire beginning the year 2028, are offset by a valuation allowance due to the uncertainty of profitable operations in the future. During the period from March 24, 2008 (inception) to December 31, 2014, the Company had tax net operating losses of $3,365,780. The statutory tax rates for fiscal years 2014 and 2013 are 35%. | ||||||||
Tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2014 and 2013 are presented below: | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Net operating losses carryforwards | $ | 1,140,226 | $ | 419,000 | ||||
Less: valuation allowance | (1.140,226 | ) | (419,000 | ) | ||||
Deferred tax assets, net | $ | - | $ | - |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES [Text Block] | NOTE 9 – COMMITMENTS AND CONTINGENCIES |
The Company occupies 665 square feet of office space at 131 Thailand Science Park INC -1 # 214, Pathumthani, Thailand. This office includes its executive offices and engineering facilities. The annual rent for this location is approximately $7,500. During the second quarter of 2014, the Company moved into a larger facility in the science park. Rent for the new offices is approximately $21,000 per year. | |
The Company has a shared office space in New York City, located at 55 Broad Street, 28th Floor, New York, NY 10004. The annual rent for this location is currently being gifted to the Company by a related party. It is expected that the Company will pay fair market value for office space in New York in the future. | |
The Company has a shared office space in London, United Kingdom, located 145-157 St. John Street, Lower Ground Floor, LP-19896, London EC1V 4PW. The annual rent for which is $300. | |
The Company also has shared office space in Lagos, Nigeria, located at 19, Sinari Daranijo Street, Victoria Island, Lagos. The Company opens its Lagos office as a part of its plan to introduce the Moto-Meter into Lagos and cities across Africa. The annual rent for this location is currently being gifted to the Company. It is expected that the Company will pay fair market value for office space in Nigeria in the future. |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
EQUITY TRANSACTIONS [Text Block] | NOTE 10 – EQUITY TRANSACTIONS |
Preferred Stock | |
The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.0001. As of December 31, 2014 and 2013, there were no preferred shares issued and outstanding. The Company’s Board of Directors is authorized by the articles of incorporation to divide the authorized shares of preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s Board of Directors is also authorized, within any limitations prescribed by law and the articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock. | |
Common Stock | |
The Company is authorized to issue 500,000,000 common shares with a par value of $0.0001. As of December 31, 2014 and 2013, there were 395,369,204 and 378,033,149 shares of common stock issued and outstanding, respectively. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to shareholders after payment to creditors. The common stock is not convertible or redeemable and has no pre-emptive, subscription or conversion rights. There is no conversion, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders. There are no cumulative voting rights. Each shareholder is entitled to receive the dividends as may be declared by our directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities. The Company’s directors are not obligated to declare a dividend. Since inception the Company has not paid or declared any dividends on common stock. On January 18, 2014, the Company amended its Articles of Incorporation to increase the authorized shares of common stock from 500,000,000 to 1,000,000,000. On April 9, 2015, the Company further amended its Articles of Incorporation to increase the authorized shares of common stock from 1,000,000,000 to 2,000,000,000. | |
On January 8, 2013, the Company consummated a private placement offering with an accredited investor for the sale of 3,703,704 shares of common stock at a purchase price of $0.27 per share, for aggregate consideration of $1,000,000. | |
During the year ended December 31, 2014, the Company issued 17,336,055 shares of common stock for the conversion of notes payable and accrued interests in the amount of $268,696. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENTS [Text Block] | NOTE 11 – SUBSEQUENT EVENTS |
On March 26, 2015 , the Company entered into a convertible promissory note with MacAllan Partners LLC, for the principal amount of $112,000. | |
Subsequent to December 31, 2014, the Company issued 44,327,315 shares for conversion of notes and payable accrued interests. |
Recovered_Sheet1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Nature of Business [Policy Text Block] | Nature of Business | ||||||||||||
World Moto, Inc. (the “Company”) was incorporated in the State of Nevada on March 24, 2008 under the name Net Profits Ten Inc. The original purpose of the Company was to market and distribute user-friendly interactive yearbook software for the military. The Company was considered as a shell company until the completion of its acquisition of the World Moto Assets, which was consummated on November 14, 2012, as discussed in Note 3. Effective November 12, 2012, the Company amended its Articles of Incorporation to change its name from “Net Profits Ten Inc.” to “World Moto, Inc.” | |||||||||||||
On January 30, 2013, World Moto, Inc. established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd, a wholly owned subsidiary of the Company, was organized under the laws of the Kingdom of Thailand and the name of this company was later changed to World Moto Co., Ltd. World Moto Co., Ltd. is owned in its entirety by World Moto, Inc. and it is an operating entity of the Company in Thailand for the purposes of research and development in the Southeast Asia region. | |||||||||||||
Basis of Presentation [Policy Text Block] | Basis of Presentation | ||||||||||||
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. | |||||||||||||
Principal of Consolidation [Policy Text Block] | Principal of Consolidation | ||||||||||||
The consolidated financial statements include the accounts of World Moto Technologies, Inc., World Moto Holdings, Inc., and World Moto Co. Ltd, all 100% owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. | |||||||||||||
Use of Estimates [Policy Text Block] | Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||
Foreign Currency Translation [Policy Text Block] | Foreign Currency Translation | ||||||||||||
The functional currency of our subsidiary is the Thai Baht. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. | |||||||||||||
For financial reporting purposes, the financial statements of the subsidiary are translated into the Company’s reporting currency, United States Dollars (“USD”). Asset and liability accounts are translated using the closing exchange rate in effect at the balance sheet date, equity account and dividend are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. | |||||||||||||
Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholder’s equity (deficit). | |||||||||||||
Cash and Cash Equivalents [Policy Text Block] | Cash and Cash Equivalents | ||||||||||||
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||||||||||||
Long-lived Assets [Policy Text Block] | Long-lived Assets | ||||||||||||
Property and equipment | |||||||||||||
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method of 3 years for financial statement purposes. | |||||||||||||
Software | |||||||||||||
The Company capitalizes software acquisition and development costs incurred during the software application development stage. The software application development stage is characterized by software design and configuration activities, coding, testing and installation. Training and maintenance costs are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized software acquisition and development costs, once placed in service, are amortized using the straight-line method over the estimated useful life of 3 to 10 years. Capitalized software acquisition and development costs subject to amortization are carried at cost less accumulated amortization. | |||||||||||||
Patents | |||||||||||||
Patents are initially measured based on their fair values. Patents are being amortized on the straight-line method over the estimated useful life of 10 to 20 years. | |||||||||||||
Management evaluates the recoverability of the Company’s property and equipment including patent development costs when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of identifiable property and equipment may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets' carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||||
Income Taxes [Policy Text Block] | Income Taxes | ||||||||||||
The Company uses the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. A valuation allowance, if necessary, is provided against deferred tax assets, based upon management’s assessment as to their realization. | |||||||||||||
Fair Value Measurement [Policy Text Block] | Fair Value Measurement | ||||||||||||
The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | |||||||||||||
Fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. The Company uses Level 3 to value its derivative instruments. | |||||||||||||
The following table sets forth by level with the fair value hierarchy the Company's financial assets and liabilities measured at fair value on December 31, 2014. | |||||||||||||
Level 1 | Level 2 | Level 3 | Level 4 | ||||||||||
Liabilities | - | - | - | - | |||||||||
Derivative liability | $ | $ | $ | 1,256,159 | $ | 1,256,159 | |||||||
Revenue Recognition [Policy Text Block] | Revenue Recognition | ||||||||||||
The Company recognizes revenue only when all of the following criteria have been met: | |||||||||||||
Persuasive evidence of an arrangement exists; | |||||||||||||
Delivery has occurred or services have been rendered; | |||||||||||||
The fee for the arrangement is fixed or determinable; and | |||||||||||||
Collectability is reasonably assured. | |||||||||||||
Persuasive Evidence of an Arrangement –The Company documents all terms of an arrangement in a written contract signed by the customer prior to recognizing revenue. | |||||||||||||
Delivery Has Occurred or Services Have Been Performed – The Company performs all services or delivers all products prior to recognizing revenue. Monthly services are considered to be performed ratably over the term of the arrangement. Professional consulting services are considered to be performed when the services are complete. Equipment is considered delivered upon delivery to a customer’s designated location. | |||||||||||||
The Fee for the Arrangement Is Fixed or Determinable – Prior to recognizing revenue, a customer’s fee is either fixed or determinable under the terms of the written contract. Fees for most monthly services, professional consulting services, and equipment sales and rentals are fixed under the terms of the written contract. Fees for certain monthly services, including certain portions of networking, storage, and content distribution and caching services, are variable based on an objectively determinable factor such as usage. Those factors are included in the written contract such that the customer’s fee is determinable. The customer’s fee is negotiated at the outset of the arrangement and is not subject to refund or adjustment during the initial term of the arrangement. | |||||||||||||
Collectability Is Reasonably Assured – The Company determines that collectability is reasonably assured prior to recognizing revenue. Collectability is assessed on a customer by customer basis based on criteria outlined by management. New customers are subject to a credit review process, which evaluates the customer’s financial position and ultimately its ability to pay. The Company does not enter into arrangements unless collectability is reasonably assured at the outset. Existing customers are subject to ongoing credit evaluations based on payment history and other factors. If it is determined during the arrangement that collectability is not reasonably assured, revenue is recognized on a cash basis. | |||||||||||||
Franchise Fee Revenue [Policy Text Block] | Franchise Fee Revenue | ||||||||||||
Revenues from licensees include a royalty based on a percent of sales, and may include initial fees. Continuing royalties are recognized in the period earned. Initial fees are recognized upon granting of a new franchise term, which is when the Company has performed substantially all initial services required by the franchise arrangement and once the franchisee commences operations. Additionally, the first twelve months of operations are royalty free for the franchisee. | |||||||||||||
Stock-based Compensation [Policy Text Block] | Stock-based Compensation | ||||||||||||
The Company expenses the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the service period. | |||||||||||||
Equity instruments issued to parties other than employees for acquiring goods or services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. | |||||||||||||
Subsequent Events [Policy Text Block] | Subsequent Events | ||||||||||||
The Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration. | |||||||||||||
Recent Accounting Pronouncements [Policy Text Block] | Recent Accounting Pronouncements | ||||||||||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | |||||||||||||
The Company has limited operations and was considered to be in the development stage. During the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this Update allows the Company to remove the inception-to-date information and all references to development stage. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Schedule of Fair Value of the Company's Financial Assets and Liabilities [Table Text Block] | Level 1 | Level 2 | Level 3 | Level 4 | |||||||||
Liabilities | - | - | - | - | |||||||||
Derivative liability | $ | $ | $ | 1,256,159 | $ | 1,256,159 |
LONGLIVED_ASSETS_Tables
LONG-LIVED ASSETS (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Schedule of Long-Lived Assets [Table Text Block] | Useful | Year Ended December 31, | ||||||||
Lives | 2014 | 2013 | ||||||||
Machinery and equipment | 3 - 5 years | $ | 33,682 | $ | 33,503 | |||||
Less: accumulated depreciation | (9,467 | ) | (2,230 | ) | ||||||
Property and equipment, net | $ | 24,215 | $ | 31,273 |
NOTE_PAYABLE_Tables
NOTE PAYABLE (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Schedule of Converitble Debt, Activity [Table Text Block] | RM-DC Note | $ | 1,217,392 | |
MP Note | 105,000 | |||
Total principal | 1,322,392 | |||
Less: conversion of principal | (268,696 | ) | ||
Less: discount related to fair value of the embedded conversion feature | (1,074,426 | ) | ||
Less: discount related to original issue discount | (91,975 | ) | ||
Add: amortization of discount | 386,828 | |||
Carrying value of Convertible Notes December 31, 2014 | $ | 274,123 |
DERIVATIVE_LIABILITY_Tables
DERIVATIVE LIABILITY (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Schedule of Derivative Instruments [Table Text Block] | RM - DC | MP | RM – DC | |||||||
Tranche 1 | Tranche 2 | |||||||||
Shares of common stock issuable upon exercise of debt | 6,086,956 | 4,642,214 | 6,086,956 | |||||||
Estimated market value of common stock on measurement date | $ | 0.09 - 0.155 | $ | 0.05 | $ | 0.05 | ||||
Exercise price | $ | 0.1 | $ | 0.02262 | $ | 0.1 | ||||
Risk free interest rate (1) | 0.11%- 0.03% | 0.11% | 0.21% | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||
Expected volatility (2) | 49.41%- 219% | 94.98% | 102.85% | |||||||
Expected exercise term in years | 1.00 - 0.25 | 1 | 1 | |||||||
Schedule of Debt [Table Text Block] | RM – DC | RM – DC | ||||||||
Tranche 1 | MP | Tranche 2 | ||||||||
Shares of common stock issuable upon | 3,400,000 | 13,707,030 | 6,086,957 | |||||||
exercise of debt | ||||||||||
Estimated market value of common | $ | $ | $ | |||||||
stock on measurement date | ||||||||||
Exercise price | $ | 0.1 | $ | 0.00766 | $ | 0.1 | ||||
Risk free interest rate (1) | 0.04% | 0.12% | 0.25% | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||||||
Expected volatility (2) | 61.54% | 76.90% | 105% | |||||||
Expected exercise term in years | 0.25 | 0.75 | 1 | |||||||
Schedule of Derivative Liabilites Related to Convertible Notes [Table Text Block] | Fair value of derivatives related to RM-DC Notes | $ | 1,305,676 | |||||||
Fair value of derivatives related to MP Note | 196,408 | |||||||||
Conversion of derivative liability | (153,050 | ) | ||||||||
Change in fair value of derivative liability | (92,875 | ) | ||||||||
Fair value of derivative liabilities at December 31, 2014 | $ | 1,256,159 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Schedule of Deferred Tax Assets [Table Text Block] | Year Ended December 31, | |||||||
2014 | 2013 | |||||||
Net operating losses carryforwards | $ | 1,140,226 | $ | 419,000 | ||||
Less: valuation allowance | (1.140,226 | ) | (419,000 | ) | ||||
Deferred tax assets, net | $ | - | $ | - |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Percentage of owned subsidiaries | 100.00% |
Property, Plant and Equipment, Estimated Useful Life | 3 years |
Minimum [Member] | Patents [Member] | |
Intangible Assets Estimated Useful Life | 10 years |
Minimum [Member] | Software [Member] | |
Intangible Assets Estimated Useful Life | 3 years |
Minimum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Life | 3 years |
Maximum [Member] | Patents [Member] | |
Intangible Assets Estimated Useful Life | 20 years |
Maximum [Member] | Software [Member] | |
Intangible Assets Estimated Useful Life | 10 years |
Maximum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment, Estimated Useful Life | 5 years |
GOING_CONCERN_Narrative_Detail
GOING CONCERN (Narrative) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accumulated deficit | $3,365,780 | $1,205,081 |
UNEARNED_REVENUES_Narrative_De
UNEARNED REVENUES (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Purchase Price of PL agreement | $35,000 |
Purchase Price of PL agreement per unit | $3,500 |
Unearned revenue | 35,000 |
Proceeds from business transcation with MAV | $24,056 |
RELATEDPARTY_TRANSACTIONS_Narr
RELATED-PARTY TRANSACTIONS (Narrative) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Interest rate | 0.00% | |
Due to related party | $45,707 | $0 |
NOTE_PAYABLE_Narrative_Details
NOTE PAYABLE (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Apr. 04, 2014 | Dec. 31, 2013 | Dec. 11, 2014 | Aug. 24, 2014 | |
Convertible Debt, principal amount | $1,322,392 | ||||
Debt Instrument, interest rate, percentage | 0.00% | ||||
Debt discount | 1,074,426 | ||||
Debt Instrument, Unamortized Discount | 1,053,696 | 0 | |||
Original issue discount, amount | 91,975 | ||||
Stock issued in connection with convertible debt | 520,000 | ||||
Stock issued in connection with convertible debt, value | 46,584 | ||||
Payment to placement agent | 45,500 | ||||
Amortization of deferred financing costs | 63,217 | ||||
RM-DC Note [Member] | |||||
Convertible Debt, principal amount | 1,217,392 | ||||
RM-DC Note [Member] | First Tranche [Member] | |||||
Convertible Debt, principal amount | 608,696 | ||||
Purchase price of convertible debt | 500,000 | ||||
Original Issue Discount, percentage | 8.00% | 8.00% | |||
Debt Instrument, interest rate, percentage | 12.00% | ||||
Debt Instrument, Convertible, Conversion Price | $0.10 | ||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 70.00% | ||||
Debt discount | 389,221 | ||||
Original issue discount, amount | 63,482 | ||||
Fees paid to investors | 20,000 | ||||
Amortization of the debt discount on notes | 214,908 | ||||
RM-DC Note [Member] | Second Tranche [Member] | |||||
Convertible Debt, principal amount | 608,696 | ||||
Purchase price of convertible debt | 500,000 | ||||
Original Issue Discount, percentage | 8.00% | 8.00% | |||
Debt Instrument, interest rate, percentage | 12.00% | ||||
Debt Instrument, Convertible, Conversion Price | $0.10 | ||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 70.00% | ||||
Debt discount | 585,203 | ||||
Original issue discount, amount | 23,493 | ||||
Amortization of the debt discount on notes | 73,973 | ||||
MP Note [Member] | |||||
Convertible Debt, principal amount | 105,000 | 105,000 | |||
Purchase price of convertible debt | 5,000 | ||||
Debt Instrument, interest rate, percentage | 8.00% | ||||
Deferred financing costs | 8,000 | ||||
Debt discount | 100,000 | ||||
Amortization of the debt discount on notes | 4,796 | ||||
Debt Instrument, Description | Any amount of principal or interest on this MP Note which is not paid when due shall bear interest at the rate of 18% per annum from the due date thereof until the same is paid and a penalty of 50%. The MP Note is redeemable for 125%–150% at various intervals. | ||||
Debt conversion, term | 120 days | ||||
Debt Conversion, Description | The Purchaser has the right to convert the MP Note into shares of the Company’s common stock at a conversion price equal to the lower of: 50% of the lowest traded price during the 20 trading days prior to the election to convert or 50% of the bid price on the day of the conversion notice. | ||||
Additional discount applied if shares not deliverable by DWAC | 5.00% | ||||
Additional discount applied if shares are ineligible for deposit | 10.00% | ||||
Fair value of conversion feature | 196,408 | ||||
Interest Expense, Debt | 96,408 | ||||
MP Note [Member] | Original Issue Discount [Member] | |||||
Original Issue Discount, percentage | 5.00% | ||||
Debt discount | $5,000 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | 81 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Operating Losses | $2,160,699 | $910,518 | $3,365,780 |
Statutory tax rate | 35.00% | 35.00% |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Pathumthani, Thailand [Member] | |
Annual rent | $7,500 |
Bangkok, Thailand [Member] | |
Annual rent | 21,000 |
London, United Kingdom [Member] | |
Annual rent | $300 |
EQUITY_TRANSACTIONS_Narrative_
EQUITY TRANSACTIONS (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 09, 2015 | Jan. 18, 2014 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | |||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |||
Common Stock, Shares, Issued | 395,369,204 | 378,033,149 | |||
Common Stock, Shares, Outstanding | 395,369,204 | 378,033,149 | |||
Shares issued for cash (Shares) | 3,703,704 | ||||
Equity Issuance, Per Share Amount | $0.27 | ||||
Proceeds from Issuance of Private Placement | $1,000,000 | ||||
Stock Issued During Period, Shares, Settlement of Debt | 17,336,055 | ||||
Stock Issued During Period, Amount of Debt Settlement | $268,696 | ||||
Minimum [Member] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | 500,000,000 | |||
Maximum [Member] | |||||
Common Stock, Shares Authorized | 500,000,000 | 2,000,000,000 | 1,000,000,000 |
SUBSEQUENT_EVENTS_Narrative_De
SUBSEQUENT EVENTS (Narrative) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Stock Issued During Period, Value, Conversion of Convertible Securities | $268,696 |
Subsequent Event [Member] | |
Convertible promissory note | $112,000 |
Shares issued for conversion of debt (Shares) | 44,327,315 |
Schedule_of_Fair_Value_of_the_
Schedule of Fair Value of the Company's Financial Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities | ||
Derivative liability | $1,256,159 | $0 |
Level 3 [Member] | ||
Liabilities | ||
Derivative liability | 1,256,159 | |
Level 4 [Member] | ||
Liabilities | ||
Derivative liability | $1,256,159 |
Schedule_of_LongLived_Assets_D
Schedule of Long-Lived Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Less: accumulated depreciation | ($9,467) | ($2,230) |
Useful Lives | 3 years | |
Property, Plant and Equipment, Net | 24,215 | 31,273 |
Machinery and equipment [Member] | ||
Machinery and equipment | $33,682 | $33,503 |
Machinery and equipment [Member] | Minimum [Member] | ||
Useful Lives | 3 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Useful Lives | 5 years |
Schedule_of_Converitble_Debt_A
Schedule of Converitble Debt, Activity (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 24, 2014 | |
Convertible Debt, principal amount | $1,322,392 | ||
Less: conversion of principal | -268,696 | ||
Less: discount related to fair value of the embedded conversion feature | -1,074,426 | ||
Less: discount related to 8% original issue discount and financing cost | -91,975 | ||
Add: amortization of discount | 386,828 | ||
Carrying value at December 31, 2014 | 274,123 | 0 | |
RM-DC Note [Member] | |||
Convertible Debt, principal amount | 1,217,392 | ||
MP Note [Member] | |||
Convertible Debt, principal amount | 105,000 | 105,000 | |
Less: discount related to fair value of the embedded conversion feature | ($100,000) |
Schedule_of_Derivative_Instrum
Schedule of Derivative Instruments (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Apr. 04, 2015 | Dec. 31, 2014 | Apr. 04, 2014 | Dec. 11, 2014 | Aug. 24, 2014 | |
RM-DC Note [Member] | First Tranche [Member] | |||||
Shares of common stock issuable upon exercise of debt | $6,086,956 | $3,400,000 | |||
Exercise price | $0.10 | $0.10 | |||
Risk free interest rate | 0.04% | ||||
Expected dividend rate | 0.00% | 0.00% | |||
Expected volitility | 49.41% | 61.54% | |||
Expected exercise term in years | 0 years 3 months | ||||
RM-DC Note [Member] | First Tranche [Member] | Minimum [Member] | |||||
Estimated market value of common stock on measurement date | $0.09 | ||||
Risk free interest rate | 0.11% | ||||
Expected exercise term in years | 1 year | ||||
RM-DC Note [Member] | First Tranche [Member] | Maximum [Member] | |||||
Estimated market value of common stock on measurement date | $0.16 | ||||
Risk free interest rate | 0.03% | 0.03% | |||
Expected volitility | 219.00% | ||||
Expected exercise term in years | 0 years 3 months | ||||
RM-DC Note [Member] | Second Tranche [Member] | |||||
Shares of common stock issuable upon exercise of debt | 6,086,957 | 6,086,956 | |||
Estimated market value of common stock on measurement date | $0.05 | ||||
Exercise price | $0.10 | $0.10 | |||
Risk free interest rate | 0.25% | 0.21% | |||
Expected dividend rate | 0.00% | 0.00% | |||
Expected volitility | 105.00% | 102.85% | |||
Expected exercise term in years | 1 year | 1 year | |||
MP Note [Member] | |||||
Shares of common stock issuable upon exercise of debt | $13,707,030 | $4,642,214 | |||
Estimated market value of common stock on measurement date | $0.05 | ||||
Exercise price | $0.01 | $0.02 | |||
Risk free interest rate | 0.12% | 0.11% | |||
Expected dividend rate | 0.00% | 0.00% | |||
Expected volitility | 76.90% | 94.98% | |||
Expected exercise term in years | 0 years 9 months | 1 year |
Schedule_of_Debt_Details
Schedule of Debt (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Apr. 04, 2015 | Dec. 31, 2014 | Apr. 04, 2014 | Dec. 11, 2014 | Aug. 24, 2014 | |
RM-DC Note [Member] | First Tranche [Member] | |||||
Shares of common stock issuable upon exercise of debt | $6,086,956 | $3,400,000 | |||
Exercise price | $0.10 | $0.10 | |||
Risk free interest rate | 0.04% | ||||
Expected dividend yield | 0.00% | 0.00% | |||
Expected volitility | 49.41% | 61.54% | |||
Expected exercise term in years | 0 years 3 months | ||||
RM-DC Note [Member] | First Tranche [Member] | Minimum [Member] | |||||
Estimated market value of common stock on measurement date | $0.09 | ||||
Risk free interest rate | 0.11% | ||||
Expected exercise term in years | 1 year | ||||
RM-DC Note [Member] | First Tranche [Member] | Maximum [Member] | |||||
Estimated market value of common stock on measurement date | $0.16 | ||||
Risk free interest rate | 0.03% | 0.03% | |||
Expected volitility | 219.00% | ||||
Expected exercise term in years | 0 years 3 months | ||||
RM-DC Note [Member] | Second Tranche [Member] | |||||
Shares of common stock issuable upon exercise of debt | 6,086,957 | 6,086,956 | |||
Estimated market value of common stock on measurement date | $0.05 | ||||
Exercise price | $0.10 | $0.10 | |||
Risk free interest rate | 0.25% | 0.21% | |||
Expected dividend yield | 0.00% | 0.00% | |||
Expected volitility | 105.00% | 102.85% | |||
Expected exercise term in years | 1 year | 1 year | |||
MP Note [Member] | |||||
Shares of common stock issuable upon exercise of debt | $13,707,030 | $4,642,214 | |||
Estimated market value of common stock on measurement date | $0.05 | ||||
Exercise price | $0.01 | $0.02 | |||
Risk free interest rate | 0.12% | 0.11% | |||
Expected dividend yield | 0.00% | 0.00% | |||
Expected volitility | 76.90% | 94.98% | |||
Expected exercise term in years | 0 years 9 months | 1 year |
Schedule_of_Derivative_Liabili
Schedule of Derivative Liabilites Related to Convertible Notes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Conversion of derivative liability | ($153,050) | |
Change in fair value of derivative liability | -92,875 | 0 |
Fair value at December 31, 2014 | 1,256,159 | |
RM-DC Note [Member] | ||
Fair value at December 31, 2014 | 1,305,676 | |
MP Note [Member] | ||
Fair value at December 31, 2014 | $196,408 |
Schedule_of_Deferred_Tax_Asset
Schedule of Deferred Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Net operating losses carryforwards | $1,140,226 | $419,000 |
Less: valuation allowance | -1.14 | -419,000 |
Deferred tax assets, net | $0 | $0 |