Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Nov. 07, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | World Moto, Inc. | ||
Entity Central Index Key | 1,492,151 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Public Float | $ 1,661,501 | ||
Entity Common Stock, Shares Outstanding | 1,490,145,045 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 14,772 | $ 169,265 |
Prepaid expenses and other current assets | 15,588 | 20,741 |
Inventories | 2,986 | |
Total current assets | 30,360 | 192,992 |
Property and equipment, net of accumulated depreciation | 28,106 | 24,215 |
Other assets | 10,077 | 10,984 |
TOTAL ASSETS | 68,543 | 228,191 |
Current liabilities: | ||
Accounts payable and accrued expenses | 524,792 | 211,336 |
Convertible notes payable, net of discount of $140,561 and $779,573, respectively, and net of deferred financing costs of $5,651 and $28,867, respectively | 271,810 | 245,256 |
Derivative liabilities | 611,793 | 1,256,159 |
Short-term debt - related party | 29,612 | 45,707 |
Unearned revenues | 56,160 | 59,056 |
Total current liabilities | 1,494,167 | 1,817,514 |
Long term convertible notes payable, net of discount of $402,754 and $0, respectively, and net of deferred financing costs of $20,090 and $0, respectively | 4,859 | |
Long-term derivative liabilities | 442,915 | |
Total liabilities | 1,941,941 | 1,817,514 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | |
Common stock, $0.0001 par value, 4,000,000,000 shares authorized; 966,778,980 and 395,369,204 shares issued and outstanding, respectively | 96,678 | 39,536 |
Additional paid-in capital | 4,288,698 | 1,752,443 |
Accumulated deficit | (6,235,125) | (3,365,780) |
Accumulated other comprehensive loss | (24,149) | (15,522) |
Total stockholders' deficit | (1,873,398) | (1,589,323) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 68,543 | $ 228,191 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, net of discount, current | $ 140,561 | $ 779,573 |
Deferred financing costs, current | 5,651 | 28,867 |
Convertible notes payable, net of discount, non current | 402,754 | 0 |
Deferred financing costs, non current | $ 20,090 | $ 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 966,778,980 | 395,369,204 |
Common stock, shares outstanding | 966,778,980 | 395,369,204 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Operations [Abstract] | ||
Revenues | $ 1,521 | |
Cost of revenues | (821) | |
Gross profit | 700 | |
Operating expenses: | ||
Research and development | 415,541 | 406,284 |
General and administrative | 690,747 | 785,857 |
Total operating expenses | 1,106,288 | 1,192,141 |
Loss from operations | (1,105,588) | (1,192,141) |
Other income (expense): | ||
Interest expense | (2,005,266) | (1,075,665) |
Interest income | 6 | |
Change in fair value of derivative liabilities | (187,832) | 92,875 |
Gain on settlement of debt | 435,658 | |
Foreign currency exchange gain (loss) | (6,317) | 14,226 |
Net loss | (2,869,345) | (2,160,699) |
Other comprehensive loss: | ||
Foreign currency translations | (8,627) | (17,421) |
Total comprehensive loss | $ (2,877,972) | $ (2,178,120) |
Net loss per common share - basic and diluted | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 579,584,357 | 380,674,272 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2013 | $ 167,051 | $ 37,802 | $ 1,332,431 | $ (1,205,081) | $ 1,899 | |
Balance, shares at Dec. 31, 2013 | 378,033,149 | |||||
Shares issued for conversion of debt | 268,696 | $ 1,734 | 266,962 | |||
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 translations | (17,421) | (17,421) | ||||
Net loss | (2,160,699) | (2,160,699) | ||||
Balance at Dec. 31, 2014 | (1,589,323) | $ 39,536 | 1,752,443 | (3,365,780) | (15,522) | |
Balance, shares at Dec. 31, 2014 | 395,369,204 | |||||
Shares issued for conversion of debt | 2,580,397 | $ 57,142 | 2,523,255 | |||
Shares issued for conversion of debt, shares | 571,409,776 | |||||
Issuance of preferred shares for services | 13,500 | $ 500 | 13,000 | |||
Issuance of preferred shares for services, shares | 5,000,000 | |||||
Foreign currency translations | (8,627) | (8,627) | ||||
Net loss | (2,869,345) | (2,869,345) | ||||
Balance at Dec. 31, 2015 | $ (1,873,398) | $ 500 | $ 96,678 | $ 4,288,698 | $ (6,235,125) | $ (24,149) |
Balance, shares at Dec. 31, 2015 | 5,000,000 | 966,778,980 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,869,345) | $ (2,160,699) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,881 | 7,237 |
Fair value of derivative in excess of debts | 467,362 | 532,021 |
Amortization of debt discount and deferred financing costs | 1,415,039 | 356,894 |
Stock-based compensation | 13,500 | |
Gain on settlement of debt | (435,658) | |
Change in fair value of derivative liabilities | 187,832 | (92,875) |
Write down of inventories | 9,356 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 5,153 | (12,597) |
Inventories | (6,370) | (2,986) |
Other assets | 907 | |
Accounts payable and accrued expenses | 425,202 | 135,837 |
Unearned revenues | (2,896) | (24,056) |
Net cash used in operating activities | (782,037) | (1,075,474) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (11,772) | (179) |
Net cash used in investing activities | (11,772) | (179) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes, net of costs | 664,038 | 1,037,500 |
Advances from related parties | 28,715 | 45,707 |
Repayments to related parties advances | (44,810) | |
Net cash provided by financing activities | 647,943 | 1,083,207 |
EFFECT OF FOREIGN CURRENCY TRANSLATIONS | (8,627) | (17,421) |
Net increase (decrease) in cash and cash equivalents | (154,493) | (9,867) |
Cash and cash equivalent at beginning of the year | 169,265 | 179,132 |
Cash and cash equivalent at end of the year | 14,772 | 169,265 |
Cash paid for: | ||
Income tax | ||
Interest | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued for conversion of debt | 2,580,397 | 268,696 |
Derivative liabilities from issuance of convertible debt | 1,263,838 | |
Derivative liabilities from issuance of warrant | 9,056 | |
Debt issued for prepayment penalty | $ 64,674 | |
Reclassification of fair value of derivatives from liabilities to equity | $ 153,050 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. (“WM Co. Thailand”). WM Thailand represents our operating entity for the purposes of research and development in the Southeast Asia region. The Company design, manufacture, market and sell Moto-Meter products and services, including the Moto-Meter and its related smartphone application, the Yes service and HailYes™ app, and Wheelies. The Company seek to address the need for fare metering and mobile commerce for motor scooters and motorcycle taxis. The use of these taxis is increasingly common in the developing world. The Company planned products, however, will have increased functionalities over a standard fare meter commonly used in an enclosed taxicab. 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 Thailand 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 Thailand 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 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 derivative liability measured at fair value on December 31, 2015 and 2014. Level 1 Level 2 Level 3 Total December 31, 2015 $ - $ - $ 1,054,708 $ 1,054,708 December 31, 2014 $ - $ - $ 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 As of December 31, 2015, the Company adopted guidance codified in ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. 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. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | 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 $6,235,125 as of December 31, 2015, 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, 2015 | |
Unearned Revenues [Abstract] | |
UNEARNED REVENUES | 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, 2015 and 2014. On March 10, 2014, the Company entered into a Fleet Franchise Agreement ("the Franchise Agreement") with Mobile Advertising Ventures, Ltd. MAV paid the Company $21,160 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 recorded as earned when MAV completes its first sale using the Yes software. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS At December 31, 2015 and 2014, the Company had short-term debt of $29,612 and $45,707, respectively, due to one of its majority shareholder. During the year ended December 31, 2015, the Company borrowed an additional $28,715 and repaid $44,810 of the related party debt. During the year ended December 31, 2014, the Company borrowed $45,707 and repaid $0 of related party debt. The loan is accruing interest at a rate of 0%. All proceeds were used for operating expenses. |
Long-Lived Assets
Long-Lived Assets | 12 Months Ended |
Dec. 31, 2015 | |
Long-Lived Assets [Abstract] | |
LONG-LIVED ASSETS | NOTE 5 – LONG-LIVED ASSETS The following table summarizes the long-lived assets the Company had at December 31, 2015 and 2014: Useful Year Ended December 31, Lives 2015 2014 Machinery and equipment 3-5 years $ 44,258 $ 33,682 Less: accumulated depreciation (16,152 ) (9,467 ) Property and equipment, net $ 28,106 $ 24,215 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE a. On April 4, 2014, the Company entered into the Initial Debentures (RM–DC Convertible Notes) with Redwood Management, LLC and Dominion Capital, LLC (the “Holder”) in the aggregate principal 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 second tranche of the note with the same terms closed on December 11, 2014 and a 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. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging 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 RM-DC convertible notes are being amortized by the Company through interest expense over the life of the notes. For the years ended December 31, 2015 and 2014, the Company recorded amortization of the debt discount on the RM-DC convertible notes of $103,907 and $348,798, respectively. During the year ended December 31, 2015, the Company converted aggregate principal amount of $291,087 and accrued interest of $48,913 into 49,397,721 shares of the Company’s common stock. At December 31, 2015 and 2014, the carrying value of the note was $0 and $213,173 with unamortized debt discount of $0 and $103,907 and unamortized deferred financing costs of $0 and $22,920, respectively. At December 31, 2015 and 2014, accrued interest of the note was $0. b. 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). Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging 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. For the year ended December 31, 2015 and 2014, the Company recorded amortization of the debt discount on the notes of $100,204 and $$4,796, respectively. During the year ended December 31, 2015, the Company converted aggregate principal amount of $105,000 and accrued interest of $4,813 into 15,260,360 shares of the Company’s common stock. At December 31, 2015 and 2014, the carrying value of the note was $0 and $(1,151) with unamortized debt discount of $0 and $100,204 and unamortized deferred financing costs of $0 and $5,947, respectively. At December 31, 2015 and 2014, accrued interest of the note was $0 and $2,141, respectively. c. On December 11, 2014, the Company entered into the second tranche Debentures (RM-DC Convertible Notes) with Redwood Management, LLC and Dominion Capital, LLC (the “Holder”) in the aggregate principal 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. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging 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 Debentures are amortized by the Company through interest expense over the life of the notes. For the year ended December 31, 2015 and 2014, the Company recorded amortization of the debt discount on the notes of $575,462 and $33,234, respectively. During the year ended December 31, 2015, the Company converted aggregate principal amount of $400,870 into 280,545,551 shares of the Company’s common stock. At December 31, 2015 and 2014, the carrying value of the note was $191,522 and $33,234 with unamortized debt discount of $0 and $575,462 and unamortized deferred financing costs of $0 and $0, respectively. At December 31, 2015 and 2014, accrued interest of the note was $0. This note is in default as of December 31, 2015. d. On March 5, 2015, the Company entered into a convertible note with Redwood Management for an aggregate principal amount of $60,870 with a $4,348 original issue discount and $12,000 in deferred financing costs for broker fees. The note earns an interest rate equal to 12% per annum and matures on March 5, 2016. 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 Company recorded a debt discount of $4,348 as result of the 8% original issue discount. Pursuant to this note, the Company also recorded a debt discount of $56,522, as a result of the embedded conversion feature being a financial derivative. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 25 trading days prior to conversion. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $60,870 amortization of the debt discount on the note. The Company settled this note with the issuance of new note discussed in Note 6(q). At December 31, 2015, the carrying value and accrued interest of the note was $0. e. On March 26, 2015, the Company entered into a convertible note with Macallan Partners for an aggregate principal amount of $112,000 with a $12,000 OID and $7,500 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and matures on March 31, 2016. The Company recorded a debt discount of $12,000 as a result of the 11% original issue discount. Pursuant to this note, the Company also recorded a debt discount of $100,000, as a result of the embedded conversion feature being a financial derivative. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to conversion. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging f. On April 16, 2015, the Company entered into a convertible note with Union Capital for an aggregate principal amount of $71,500 with a $6,500 OID and $8,125 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and matures on April 16, 2016. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the date of conversion. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging g. On June 24, 2015, the Company entered into a convertible note with Redwood Management for an aggregate principal amount of $60,870 with a $4,348 original issue discount and $6,250 in deferred financing costs for broker fees. The note earns an interest rate equal to 12% per annum and matures on June 15, 2016. The note is convertible at the lower of $0.10 or 70% of the lowest traded price of the Company’s common stock during the 25 trading days prior to the date of conversion. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging During the year ended December 31, 2015, the Company converted aggregate principal amount of $54,348 into 48,459,079 shares of the Company’s common stock. The Company settled the remaining principal of this note with the issuance of new note discussed in Note 6(q). At December 31, 2015, the carrying value and accrued interest of the note was $0. h. On July 9, 2015, the Company issued a convertible note to Redwood Management for an additional principal amount of $158,262 with a $11,305 original issue discount and $13,500 in deferred financing costs for broker fees. The note earns an interest rate equal to 12% per annum and matures on June 15, 2016. The note is convertible at the lower of $0.10 or 70% of the lowest traded price of the Company’s common stock during the 25 trading days prior to the date of conversion. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging During the year ended December 31, 2015, the Company converted aggregate principal amount of $96,529 into 61,764,706 shares of the Company’s common stock. The Company settled the remaining principal of this note with the issuance of new note discussed in Note 6(q). At December 31, 2015, the carrying value and accrued interest of the note was $0. i. On July 10, 2015, the Company entered into a convertible note for an aggregate principal amount of $69,000 with $4,000 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and is due on April 30, 2016. The note is convertible any time after 180 days from issuance at 62% of the average of the lowest 3 trading prices of the Company’s common stock during the 30 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $21,980 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $35,532 with unamortized debt discount of $31,798 and unamortized deferred financing costs of $1,670. At December 31, 2015, accrued interest of the note was $2,668. j. On July 27, 2015, the Company entered into a convertible note for an aggregate principal amount of $45,000 with $2,250 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and matures on July 27, 2016. The note is convertible at 62% of the lowest trading price of the Company’s common stock during the 15 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $9,041 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $17,377 with unamortized debt discount of $26,324 and unamortized deferred financing costs of $1,299. At December 31, 2015, accrued interest of the note was $1,570. k. On August 31, 2015, the Company entered into a convertible note for an aggregate principal amount of $44,000 with a $4,000 original issue discount. The note earns an interest rate equal to 12% per annum and matures on August 31, 2017. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $2,746 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $8,026 with unamortized debt discount of $41,254. At December 31, 2015, accrued interest of the note was $0. l. On September 3, 2015, the Company entered into a convertible note for an aggregate principal amount of $41,000 with a $4,000 original issue discount. The note earns an interest rate equal to 10% per annum and matures on September 3, 2016. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $2,492 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $2,243 with unamortized debt discount of $37,396 and unamortized deferred financing costs of $1,361. At December 31, 2015, accrued interest of the note was $1,355. m. On September 30, 2015, the Company entered into a convertible note with Union Capital for an aggregate principal amount of $117,476 to settle for the convertible note and accrued interest discussed in Note 6(e). The note earns an interest rate equal to 8% per annum and matures on September 30, 2017. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the date of conversion. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging The Company accounted for the settlement in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a gain on extinguishment of debt of $163,974. For the year ended December 31, 2015, the Company recorded $163,974 as a gain on debt settlement and $93,342 amortization of debt discount on the note. During the year ended December 31, 2015, the Company converted aggregate principal amount of $98,000 and accrued interest of $1,120 into 115,982,362 shares of the Company’s common stock. At December 31, 2015, the carrying value of the note was $1,514 with unamortized debt discount of $17,962. At December 31, 2015, accrued interest of the note was $524. n. On September 30, 2015, the Company entered into an additional convertible note with Union Capital for an aggregate principal amount of $64,674 with $8,674 in deferred financing costs for broker fees. The note was issued in consideration for the $56,000 prepayment premium owed as a result of settling the $112,000 Macallan Partners note. The note earns an interest rate equal to 8% per annum and matures on September 30, 2017. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the date of conversion. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $1,925 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $(754) with unamortized debt discount of $57,793 and unamortized deferred financing costs of $7,635. At December 31, 2015, accrued interest of the note was $1,332. o. On October 23, 2015, the Company entered into a convertible note with Union Capital for an aggregate principal amount of $50,000 with $2,500 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and matures on October 23, 2017. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $801 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $(1,468) with unamortized debt discount of $49,199 and unamortized deferred financing costs of $2,269. At December 31, 2015, accrued interest of the note was $767. p. On December 3, 2015, the Company entered into a convertible note with Union Capital for an aggregate principal amount of $76,750 with $10,024 original issue discount and $10,563 in deferred financing costs for broker fees. The note earns an interest rate equal to 8% per annum and matures on December 3, 2017. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $2,940 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $(7,246) with unamortized debt discount of $73,810 and unamortized deferred financing costs of $10,186. At December 31, 2015, accrued interest of the note was $478. q. On December 3, 2015, the Company entered into an additional convertible note with Union Capital for an aggregate principal amount of $134,523. The note was issued to settle the outstanding aggregate principal balance of $145,428 of the Redwood notes, Note 6(c), (e), (g), (h). The note earns an interest rate equal to 8% per annum and matures on December 3, 2017. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the date of conversion. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging The Company accounted for the settlement in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a gain on extinguishment of debt of $323,882. For the year ended December 31, 2015, the Company recorded $323,882 as a gain on debt settlement and $530 amortization of debt discount on the note. At December 31, 2015, the carrying value of the note was $4,065 with unamortized debt discount of $130,458. At December 31, 2015, accrued interest of the note was $834. r. On December 15, 2015, the Company entered into a convertible note for an aggregate principal amount of $30,000 with a $3,000 original issue discount. The note earns an interest rate equal to 12% per annum and matures on December 15, 2017. The note is convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging For the year ended December 31, 2015, the Company recorded $722 amortization of the debt discount on the note. At December 31, 2015, the carrying value of the note was $722 with unamortized debt discount of $32,278. At December 31, 2015, accrued interest of the note was $0. As summary of value changes to the notes for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Carrying value at beginning of the year $ 245,256 $ - Additional principal 837,863 1,322,392 Less: conversion of principal (1,045,834 ) (268,696 ) Less: discount related to fair value of the embedded conversion feature (1,038,768 ) (1,074,426 ) Less: discount related to original issue discount (59,525 ) (91,975 ) Less: deferred financing cost related to debt issuances (77,362 ) (92,084 ) Add: amortization of discount 1,334,551 386,828 Add: amortization of deferred financing cost 80,488 63,217 Carrying value at end of the year $ 276,669 $ 245,256 Less: short-term portion (271,810 ) (245,256 ) Long-term convertible notes payable $ 4,859 $ - In connection with the sale of the Debentures, the Company incurred cash amount of $77,362 for legal fees for the year ended December 31, 2015 compared to the issuance of 520,000 shares of common stock valued at $46,584 and cash in the amount of $45,500 to its placement agent for the year ended December 31, 2014. The fees have been recorded as deferred financing cost. The deferred financing costs are amortized by the Company through interest expense over the life of the notes. During the years ended December 31, 2015 and 2014, the Company recorded amortization of the deferred financing cost of $80,488 and $63,217, respectively. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Liability [Abstract] | |
DERIVATIVE LIABILITY | NOTE 7 – DERIVATIVE LIABILITY The Company has determined that the variable conversion prices under its convertible notes causes 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 warrants described in Note 11 also qualify for derivative classification. The derivative instruments were valued at loan origination date, issuance date, date of debt conversion and at December 31, 2015. The fair values of the derivative liabilities related to the conversion options of these notes and warrants were estimated on the transaction dates (loan original date and date of debt conversion) using the Multinomial Lattice option pricing model, under the following assumptions: December 31, 2013 New Issuances December 31, 2014 New Issuances December 31, 2015 Shares of common stock issuable upon exercise of debt and warrants - 16,739,130 23,193,987 779,115,518 998,958,397 Estimated market value of common stock on measurement date $ - $ 0.02 - 0.09 $ 0.17 $ 0.0009 - 0.0261 $ 0.0014 - 0.05 Exercise price $ - $ 0.1 $ 0.00766 - 0.01 $ 0.0007 – 0.03 $ 0.0007 – 0.1 Risk free interest rate (1) - 0.04% - 0.25 % 0.04% - 0.25 % 0.09% - 1.54 % 0.14 % - 1.54 % Expected dividend yield (2) - 0.00 % 0.00 % 0.00 % 0.00 % Expected volatility (3) - 95% - 103 % 62% - 105 % 119% - 199 % 204.5 % Expected exercise term in years(4) - 1.00 0.25 - 1.00 1.00 – 5.00 0.18 – 4.59 (1) The risk–free interest rate was determined by management using the one-month Treasury bill yield as of the issuance dates. (2) The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. (3) 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. (4) The exercise term is the remaining contractual term of the convertible instrument at the valuation date. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: For the Years Ended December 31, 2015 2014 Balance at the beginning of the year $ 1,256,159 $ - Addition of new derivative liabilities (notes) 1,263,838 1,502,084 Addition of new derivative liabilities (warrants) 9,056 - Derecognize of derivative liability upon settlement of convertible notes (1,427,518 ) (153,050 ) Modification of derivative liabilities (234,659 ) - Change in fair value of derivative liability (notes) 194,689 (92,875 ) Change in fair value of derivative liability (warrants) (6,857 ) - Balance at the end of the year $ 1,054,708 $ 1,256,159 Less short-term portion (611,793 ) (1,256,159 ) Long-term portion $ 442,915 $ - |
IncomeTaxes
IncomeTaxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES No provision for federal income taxes has been recognized for the years ended December 31, 2015 and 2014, as the Company incurred a net operating loss for income tax purposes. 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, 2015, the Company had tax net operating losses of $4,667,398. The statutory tax rates for fiscal years 2015 and 2014 are 35%. Tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2015 and 2014 are presented below: Year Ended December 31, 2015 2014 Net operating losses carryforwards $ 1,633,589 $ 1,140,226 Less: valuation allowance (1,633,589 ) (1,140,226 ) Deferred tax assets, net $ - $ - |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES On April 16, 2013, the Company entered into a lease agreement with National Science and Technology Development Agency for 665 square feet of office space at 131 Thailand Science Park INC -1 # 214, Pathum Thani, Thailand. This office includes its executive offices and engineering facilities. On December 25, 2013, the Company entered into another lease agreement with National Science and Technology Development Agency for additional office space in the science park and the lease matures on November 30, 2016. Rent for the offices is approximately $22,000 per year. On December 25, 2013, the Company entered into an office maintenance service agreement with National Science and Technology Development Agency, the service agreement expires on the same date as the lease agreement. The annual service fee is approximately $21,000 per year. The Company has 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. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Equity Transactions [Abstract] | |
EQUITY TRANSACTIONS | 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, 2015 and 2014, there were 5,000,000 and 0 preferred shares issued and outstanding, respectively. 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. On October 13, 2015, the Company filed a Certificate of Designation which set forth the rights, preferences and privileges for a new class of preferred stock of the Company, to be known as Series A Convertible Preferred Stock. The Company authorized to issue up to 5,000,000 shares of Series A Convertible Preferred Stock. Holders of Series A Convertible Preferred Stock shall be entitled to the number of votes equal to 51% of the total number of votes entitled to be cast on any matters requiring a stockholder vote. The shares of Series A Convertible Preferred Stock are convertible at a one to one ratio into shares of common stock. On October 13, 2015, the Company issued 4,000,000 shares of Series A Convertible Preferred Stock to Paul Giles, Chief Executive Officer, and 1,000,000 shares of Series A Convertible Preferred Stock to Chris Ziomkowski, Chief Technical Officer, as compensation for services rendered to the Company. The Company valued these shares based on the conversion feature and the fair value of these shares on the date of issuance was $13,500. Common Stock During the year ended December 31, 2014, the Company issued 17,336,055 shares of common stock for the conversion notes payable and accrued interest and derivative liability in the amount of $268,696. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
WARRANTS | NOTE 11 – WARRANTS On August 19, 2015, the Company issued warrants to purchase an aggregate of 12,344,002 shares of the Company’s common stock to its placement agent for completed securities offerings. The warrants have a term of 5 years and exercise prices ranging from $0.003 to $0.10 per share. The warrants meet the criteria for classification as a derivative liability, with a grant date fair value of $9,056. During the year ended December 31, 2015, the Company recorded a gain on the change in fair value of the derivative liability of $6,857. A summary of the changes in the Company’s common share purchase warrants for the year ended December 31, 2015 is presented below: Number of shares Weighted Average Exercise Price Weighted Average Expected Life Balance, December 31, 2014 - - - Issued 12,344,002 $ 0.014 5 Balance, December 31, 2015 12,344,002 $ 0.014 4.59 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS During January and February 2016, the Company entered into three convertible notes for an aggregate principal amount of $117,602. The notes are convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. The notes earn an interest rate equal to 8% or 10% per annum and mature one year from date of issuance. During February and March 2016, the Company entered into three convertible notes for an aggregate principal amount of $105,750 with a $10,500 original issue discount. The notes are convertible at 48% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. The notes earn an interest rate equal to 10% per annum and matures in one year from date of issuance. During January 2016, the Company entered into two convertible notes for an aggregate principal amount of $118,397 to repay two convertible notes and accrued interest discussed in Note 6(i) and Note 6(j). The notes are convertible at 60% of the lowest trading price of the Company’s common stock during the 20 trading days prior to the conversion date. The notes earn an interest rate equal to 8% or 10% per annum and mature one year from date of issuance. Subsequent to December 31, 2015, the Company issued 523,366,065 shares to settle convertible notes payable of $69,476 and accrued interest of $521. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Nature of Business | 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. (“WM Co. Thailand”). WM Thailand represents our operating entity for the purposes of research and development in the Southeast Asia region. The Company design, manufacture, market and sell Moto-Meter products and services, including the Moto-Meter and its related smartphone application, the Yes service and HailYes™ app, and Wheelies. The Company seek to address the need for fare metering and mobile commerce for motor scooters and motorcycle taxis. The use of these taxis is increasingly common in the developing world. The Company planned products, however, will have increased functionalities over a standard fare meter commonly used in an enclosed taxicab. |
Basis of Presentation | 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 | 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 | 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 | Foreign Currency Translation The functional currency of our Thailand 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 Thailand 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 loss in stockholder’s equity (deficit). |
Cash and Cash Equivalents | 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 | 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 | 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 | 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 derivative liability measured at fair value on December 31, 2015 and 2014. Level 1 Level 2 Level 3 Total December 31, 2015 $ - $ - $ 1,054,708 $ 1,054,708 December 31, 2014 $ - $ - $ 1,256,159 $ 1,256,159 |
Revenue Recognition | 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 | 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 | 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 | Subsequent Events The Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As of December 31, 2015, the Company adopted guidance codified in ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. 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. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of fair value of derivative liability | Level 1 Level 2 Level 3 Total December 31, 2015 $ - $ - $ 1,054,708 $ 1,054,708 December 31, 2014 $ - $ - $ 1,256,159 $ 1,256,159 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Lived Assets [Abstract] | |
Schedule of long-lived assets | Useful Year Ended December 31, Lives 2015 2014 Machinery and equipment 3-5 years $ 44,258 $ 33,682 Less: accumulated depreciation (16,152 ) (9,467 ) Property and equipment, net $ 28,106 $ 24,215 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Convertible Notes Payable [Abstract] | |
Summary of value changes to the notes payable | 2015 2014 Carrying value at beginning of the year $ 245,256 $ - Additional principal 837,863 1,322,392 Less: conversion of principal (1,045,834 ) (268,696 ) Less: discount related to fair value of the embedded conversion feature (1,038,768 ) (1,074,426 ) Less: discount related to original issue discount (59,525 ) (91,975 ) Less: deferred financing cost related to debt issuances (77,362 ) (92,084 ) Add: amortization of discount 1,334,551 386,828 Add: amortization of deferred financing cost 80,488 63,217 Carrying value at end of the year $ 276,669 $ 245,256 Less: short-term portion (271,810 ) (245,256 ) Long-term convertible notes payable $ 4,859 $ - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Summary of Multinomial Lattice option pricing model | December 31, 2013 New Issuances December 31, 2014 New Issuances December 31, 2015 Shares of common stock issuable upon exercise of debt and warrants - 16,739,130 23,193,987 779,115,518 998,958,397 Estimated market value of common stock on measurement date $ - $ 0.02 - 0.09 $ 0.17 $ 0.0009 - 0.0261 $ 0.0014 - 0.05 Exercise price $ - $ 0.1 $ 0.00766 - 0.01 $ 0.0007 – 0.03 $ 0.0007 – 0.1 Risk free interest rate (1) - 0.04% - 0.25 % 0.04% - 0.25 % 0.09% - 1.54 % 0.14 % - 1.54 % Expected dividend yield (2) - 0.00 % 0.00 % 0.00 % 0.00 % Expected volatility (3) - 95% - 103 % 62% - 105 % 119% - 199 % 204.5 % Expected exercise term in years(4) - 1.00 0.25 - 1.00 1.00 – 5.00 0.18 – 4.59 (1) The risk–free interest rate was determined by management using the one-month Treasury bill yield as of the issuance dates. (2) The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. (3) 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. (4) The exercise term is the remaining contractual term of the convertible instrument at the valuation date. |
Summary of changes in fair value of Company's Level 3 financial liabilities | For the Years Ended December 31, 2015 2014 Balance at the beginning of the year $ 1,256,159 $ - Addition of new derivative liabilities (notes) 1,263,838 1,502,084 Addition of new derivative liabilities (warrants) 9,056 - Derecognize of derivative liability upon settlement of convertible notes (1,427,518 ) (153,050 ) Modification of derivative liabilities (234,659 ) - Change in fair value of derivative liability (notes) 194,689 (92,875 ) Change in fair value of derivative liability (warrants) (6,857 ) - Balance at the end of the year $ 1,054,708 $ 1,256,159 Less short-term portion (611,793 ) (1,256,159 ) Long-term portion $ 442,915 $ - |
IncomeTax (Tables)
IncomeTax (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Significant portions of the deferred tax assets | Year Ended December 31, 2015 2014 Net operating losses carryforwards $ 1,633,589 $ 1,140,226 Less: valuation allowance (1,633,589 ) (1,140,226 ) Deferred tax assets, net $ - $ - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Warrants [Abstract] | |
Schedule of common share purchase warrants | Number of shares Weighted Average Exercise Price Weighted Average Expected Life Balance, December 31, 2014 - - - Issued 12,344,002 $ 0.014 5 Balance, December 31, 2015 12,344,002 $ 0.014 4.59 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of Significant Accounting Policies [Line Items] | ||
Derivative liability | $ 611,793 | $ 1,256,159 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Derivative liability | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Derivative liability |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | |
Percentage of owned subsidiaries | 100.00% |
Property and equipment, Estimated useful life | 3 years |
Patents [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Long-lived assets, Estimated useful life | 10 years |
Patents [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Long-lived assets, Estimated useful life | 20 years |
Software [Member] | Minimum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Long-lived assets, Estimated useful life | 3 years |
Software [Member] | Maximum [Member] | |
Summary of Significant Accounting Policies (Textual) | |
Long-lived assets, Estimated useful life | 10 years |
Going Concern (Details)
Going Concern (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Going Concern (Textual) | ||
Accumulated deficit | $ (6,235,125) | $ (3,365,780) |
Unearned Revenues (Details)
Unearned Revenues (Details) - USD ($) | Mar. 10, 2014 | Dec. 02, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Unearned Revenues (Textual) | ||||
Unearned revenues | $ 35,000 | $ 35,000 | ||
Purchase And Licensing Agreement [Member] | ||||
Unearned Revenues (Textual) | ||||
Purchase price | $ 35,000 | |||
Deferred revenue, description | 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. | |||
Franchise Agreement [Member] | ||||
Unearned Revenues (Textual) | ||||
Purchase price | $ 21,160 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions (Textual) | ||
Due to related party | $ 29,612 | $ 45,707 |
Borrowed from related parties | 28,715 | 45,707 |
Repayments of related party debt | $ 44,810 | |
Accrued interest rate | 0.00% |
Long-Lived Assets (Details)
Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | $ 44,258 | $ 33,682 |
Less: accumulated depreciation | (16,152) | (9,467) |
Property and equipment, net | $ 28,106 | $ 24,215 |
Property, plant and equipment, estimated useful life | 3 years | |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful life | 3 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, estimated useful life | 5 years |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||
Carrying value at beginning of the year | $ 245,256 | |
Carrying value at end of the year | 271,810 | $ 245,256 |
Long-term convertible notes payable | 4,859 | |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Carrying value at beginning of the year | 245,256 | |
Additional principal | 837,863 | 1,322,392 |
Less: conversion of principal | (1,038,768) | (268,696) |
Less: discount related to fair value of the embedded conversion feature | (1,038,768) | (1,074,426) |
Less: discount related to original issue discount | (59,525) | (91,975) |
Less: deferred financing cost related to debt issuances | (77,362) | (92,084) |
Add: amortization of discount | 1,334,551 | 386,828 |
Add: amortization of deferred financing cost | 80,488 | 63,217 |
Carrying value at end of the year | 276,669 | 245,256 |
Less: short-term portion | (271,810) | (245,256) |
Long-term convertible notes payable | $ 4,859 |
Convertible Notes Payable (De33
Convertible Notes Payable (Details Textual) - USD ($) | Dec. 15, 2015 | Dec. 03, 2015 | Sep. 03, 2015 | Aug. 31, 2015 | Jul. 27, 2015 | Jul. 10, 2015 | Jul. 09, 2015 | Jun. 24, 2015 | Mar. 05, 2015 | Dec. 11, 2014 | Aug. 24, 2014 | Apr. 04, 2014 | Oct. 23, 2015 | Apr. 16, 2015 | Mar. 26, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Aggregate, principal amount | $ 64,674 | $ 274,123 | ||||||||||||||||||
Debt instrument, interest rate, percentage | 0.00% | |||||||||||||||||||
Debt discount | $ 4,000 | $ 4,000 | $ 11,305 | $ 4,348 | $ 6,500 | |||||||||||||||
Amortization of the debt discount | $ 722,000 | |||||||||||||||||||
Accrued interest | $ 524 | $ 0 | ||||||||||||||||||
Common stock issued in connection with convertible notes | 12,344,002 | |||||||||||||||||||
Convertible notes, carrying value | $ 722 | |||||||||||||||||||
Unamortized debt discount | $ 32,278 | |||||||||||||||||||
Deferred financing costs | 8,674 | |||||||||||||||||||
Common Stock, Shares, Issued | 966,778,980 | 395,369,204 | ||||||||||||||||||
Common stock value | $ 96,678 | $ 39,536 | ||||||||||||||||||
Cash | 26,660 | $ 169,265 | $ 84,682 | $ 179,132 | ||||||||||||||||
Investor [Member] | ||||||||||||||||||||
Original issue discount | 8.00% | |||||||||||||||||||
Debt discount | $ 63,482 | |||||||||||||||||||
Fees paid to investors | 20,000 | |||||||||||||||||||
Deferred financing costs | 80,488 | 63,217 | ||||||||||||||||||
Legal fees | $ 77,362 | |||||||||||||||||||
Common Stock, Shares, Issued | 520,000 | |||||||||||||||||||
Common stock value | $ 46,584 | |||||||||||||||||||
Cash | 45,500 | |||||||||||||||||||
Macallan Partners [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 112,000 | |||||||||||||||||||
Purchase price of convertible note | $ 56,000 | |||||||||||||||||||
Original issue discount | 11.00% | |||||||||||||||||||
Original issue discount, amount | $ 12,000 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | 8.00% | ||||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2016 | |||||||||||||||||||
Convertible notes maturity, description | The note is convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the date of conversion. | |||||||||||||||||||
Debt discount | $ 12,000 | $ 59,718 | ||||||||||||||||||
Amortization of the debt discount | 100,000 | 112,000 | ||||||||||||||||||
Accrued interest | 5,476 | 0 | ||||||||||||||||||
Convertible notes, carrying value | 112,000 | |||||||||||||||||||
Deferred financing costs | $ 7,500 | |||||||||||||||||||
Common stock, conversion price, percentage | 60.00% | |||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Fair value of conversion feature | $ 207,690 | 59,718 | ||||||||||||||||||
Additional interest expense | $ 107,690 | |||||||||||||||||||
Redwood Management [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 60,870 | |||||||||||||||||||
Original issue discount | 8.00% | |||||||||||||||||||
Original issue discount, amount | $ 4,348 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Mar. 5, 2016 | |||||||||||||||||||
Debt discount | $ 56,522 | |||||||||||||||||||
Amortization of the debt discount | 60,870 | |||||||||||||||||||
Accrued interest | 0 | |||||||||||||||||||
Convertible notes, carrying value | 0 | |||||||||||||||||||
Deferred financing costs | $ 12,000 | |||||||||||||||||||
Common stock, conversion price, percentage | 60.00% | |||||||||||||||||||
Number of trading days | 25 days | |||||||||||||||||||
Fair value of conversion feature | $ 110,096 | |||||||||||||||||||
Additional interest expense | $ 53,574 | |||||||||||||||||||
Redwood Management One [Member] | ||||||||||||||||||||
Aggregate, principal amount | 60,870 | 54,348 | ||||||||||||||||||
Original issue discount, amount | $ 4,348 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Jun. 15, 2016 | |||||||||||||||||||
Debt discount | $ 56,522 | |||||||||||||||||||
Amortization of the debt discount | 60,870 | |||||||||||||||||||
Accrued interest | $ 0 | |||||||||||||||||||
Common stock issued in connection with convertible notes | 48,459,079 | |||||||||||||||||||
Convertible notes, carrying value | $ 0 | |||||||||||||||||||
Deferred financing costs | $ 6,250 | |||||||||||||||||||
Common stock, conversion price, percentage | 70.00% | |||||||||||||||||||
Number of trading days | 25 days | |||||||||||||||||||
Fair value of conversion feature | $ 117,086 | |||||||||||||||||||
Additional interest expense | $ 60,564 | |||||||||||||||||||
Debt, conversion price | $ 0.10 | |||||||||||||||||||
Union Capital [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 71,500 | |||||||||||||||||||
Original issue discount | 10.00% | |||||||||||||||||||
Original issue discount, amount | $ 6,500 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Apr. 16, 2016 | |||||||||||||||||||
Debt discount | $ 65,000 | |||||||||||||||||||
Accrued interest | 4,115 | |||||||||||||||||||
Unamortized debt discount | 25,136 | |||||||||||||||||||
Unamortized deferred financing costs | 1,321 | |||||||||||||||||||
Deferred financing costs | $ 8,125 | |||||||||||||||||||
Common stock, conversion price, percentage | 60.00% | |||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Fair value of conversion feature | $ 126,021 | |||||||||||||||||||
Additional interest expense | $ 61,021 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Macallan Partners [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 105,000 | 105,000 | ||||||||||||||||||
Purchase price of convertible note | $ 5,000 | |||||||||||||||||||
Original issue discount | 5.00% | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2015 | |||||||||||||||||||
Convertible notes maturity, 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%. | |||||||||||||||||||
Debt conversion price, description | The MP Note is redeemable for 125%-150% at various intervals. | |||||||||||||||||||
Debt discount | $ 5,000 | 100,000 | ||||||||||||||||||
Amortization of the debt discount | 100,204 | 4,796 | ||||||||||||||||||
Accrued interest | $ 4,813 | |||||||||||||||||||
Common stock issued in connection with convertible notes | 15,260,360 | |||||||||||||||||||
Convertible notes, carrying value | $ 0 | (1,151) | ||||||||||||||||||
Unamortized debt discount | 0 | 100,204 | ||||||||||||||||||
Unamortized deferred financing costs | 0 | 5,947 | ||||||||||||||||||
Deferred financing costs | $ 8,000 | |||||||||||||||||||
Note redeemable, description | The MP Note is redeemable for 125%-150% at various intervals. | |||||||||||||||||||
Debt conversion, term | 120 days | |||||||||||||||||||
Common stock, conversion price, percentage | 50.00% | |||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Convertible percentage prior to the trading days | 50.00% | |||||||||||||||||||
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 | |||||||||||||||||||
Additional interest expense | $ 96,408 | |||||||||||||||||||
Other interest receivable | 0 | 2,141 | ||||||||||||||||||
RM-DC Convertible Notes [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 608,696 | 291,087 | ||||||||||||||||||
Purchase price of convertible note | $ 500,000 | |||||||||||||||||||
Original issue discount | 8.00% | |||||||||||||||||||
Debt instrument, interest rate, percentage | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Apr. 4, 2015 | |||||||||||||||||||
Convertible notes maturity, description | The second tranche of the note with the same terms closed on December 11, 2014 and a 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. | |||||||||||||||||||
Debt discount | 389,221 | |||||||||||||||||||
Amortization of the debt discount | 103,907 | 348,798 | ||||||||||||||||||
Accrued interest | $ 48,913 | |||||||||||||||||||
Common stock issued in connection with convertible notes | 49,397,721 | |||||||||||||||||||
Convertible notes, carrying value | $ 0 | 213,173 | ||||||||||||||||||
Unamortized debt discount | 0 | 103,907 | ||||||||||||||||||
Unamortized deferred financing costs | 0 | 22,920 | ||||||||||||||||||
Number of trading days | 25 days | |||||||||||||||||||
Fair value of conversion feature | (1,038,768) | (1,074,426) | ||||||||||||||||||
RM-DC Convertible Notes [Member] | Second Tranche Debentures [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 608,696 | 400,870 | ||||||||||||||||||
Purchase price of convertible note | $ 500,000 | |||||||||||||||||||
Original issue discount | 8.00% | |||||||||||||||||||
Debt instrument, interest rate, percentage | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Dec. 11, 2015 | |||||||||||||||||||
Debt discount | $ 23,493 | 585,203 | ||||||||||||||||||
Amortization of the debt discount | 575,462 | 33,234 | ||||||||||||||||||
Accrued interest | $ 0 | 0 | ||||||||||||||||||
Common stock issued in connection with convertible notes | 280,545,551 | |||||||||||||||||||
Convertible notes, carrying value | $ 191,522 | 33,234 | ||||||||||||||||||
Unamortized debt discount | 0 | 575,462 | ||||||||||||||||||
Unamortized deferred financing costs | 0 | $ 0 | ||||||||||||||||||
Number of trading days | 25 days | |||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 69,000 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Apr. 30, 2016 | |||||||||||||||||||
Convertible notes maturity, description | The note is convertible any time after 180 days from issuance at 62% of the average of the lowest 3 trading prices of the Company's common stock during the 30 trading days prior to the conversion date. | |||||||||||||||||||
Debt discount | $ 53,778 | |||||||||||||||||||
Amortization of the debt discount | 21,980 | |||||||||||||||||||
Accrued interest | 2,668 | |||||||||||||||||||
Convertible notes, carrying value | 35,532 | |||||||||||||||||||
Unamortized debt discount | 31,798 | |||||||||||||||||||
Unamortized deferred financing costs | 1,670 | |||||||||||||||||||
Deferred financing costs | $ 4,000 | |||||||||||||||||||
Number of trading days | 30 days | |||||||||||||||||||
Convertible Note [Member] | Redwood Management [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 158,262 | 96,529 | ||||||||||||||||||
Original issue discount | 8.00% | |||||||||||||||||||
Original issue discount, amount | $ 11,305 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Jun. 15, 2016 | |||||||||||||||||||
Debt discount | $ 146,957 | |||||||||||||||||||
Amortization of the debt discount | 158,262 | |||||||||||||||||||
Accrued interest | $ 0 | |||||||||||||||||||
Common stock issued in connection with convertible notes | 61,764,706 | |||||||||||||||||||
Convertible notes, carrying value | $ 0 | |||||||||||||||||||
Deferred financing costs | $ 13,500 | |||||||||||||||||||
Common stock, conversion price, percentage | 70.00% | |||||||||||||||||||
Number of trading days | 25 days | |||||||||||||||||||
Fair value of conversion feature | $ 307,439 | |||||||||||||||||||
Additional interest expense | $ 160,482 | |||||||||||||||||||
Debt, conversion price | $ 0.10 | |||||||||||||||||||
Convertible Note [Member] | Union Capital [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 50,000 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Oct. 23, 2017 | |||||||||||||||||||
Convertible notes maturity, description | The note is convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | |||||||||||||||||||
Debt discount | $ 50,000 | |||||||||||||||||||
Amortization of the debt discount | 801 | |||||||||||||||||||
Convertible notes, carrying value | 1,468 | |||||||||||||||||||
Unamortized debt discount | 49,199 | |||||||||||||||||||
Unamortized deferred financing costs | 2,269 | |||||||||||||||||||
Deferred financing costs | 2,500 | 767 | ||||||||||||||||||
Fair value of conversion feature | 52,202 | |||||||||||||||||||
Additional interest expense | $ 2,202 | |||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 45,000 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Jul. 27, 2016 | |||||||||||||||||||
Debt discount | $ 35,365 | |||||||||||||||||||
Amortization of the debt discount | 9,041 | |||||||||||||||||||
Accrued interest | 1,570 | |||||||||||||||||||
Convertible notes, carrying value | 17,377 | |||||||||||||||||||
Unamortized debt discount | 26,324 | |||||||||||||||||||
Unamortized deferred financing costs | 1,299 | |||||||||||||||||||
Deferred financing costs | $ 2,250 | |||||||||||||||||||
Common stock, conversion price, percentage | 62.00% | |||||||||||||||||||
Number of trading days | 15 days | |||||||||||||||||||
Convertible Note One [Member] | Union Capital [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 76,750 | |||||||||||||||||||
Original issue discount, amount | $ 10,024 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Dec. 3, 2017 | |||||||||||||||||||
Convertible notes maturity, description | The note is convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | |||||||||||||||||||
Debt discount | $ 66,726 | |||||||||||||||||||
Amortization of the debt discount | 2,940 | |||||||||||||||||||
Accrued interest | 478 | |||||||||||||||||||
Convertible notes, carrying value | 7,246 | |||||||||||||||||||
Unamortized debt discount | 73,810 | |||||||||||||||||||
Unamortized deferred financing costs | 10,186 | |||||||||||||||||||
Deferred financing costs | 10,563 | |||||||||||||||||||
Fair value of conversion feature | 82,186 | |||||||||||||||||||
Additional interest expense | 15,460 | |||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||
Aggregate, principal amount | 44,000 | |||||||||||||||||||
Original issue discount, amount | $ 4,000 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Aug. 31, 2016 | |||||||||||||||||||
Debt discount | $ 40,000 | |||||||||||||||||||
Amortization of the debt discount | 2,746 | |||||||||||||||||||
Accrued interest | 0 | |||||||||||||||||||
Convertible notes, carrying value | 8,026 | |||||||||||||||||||
Unamortized debt discount | 41,254 | |||||||||||||||||||
Common stock, conversion price, percentage | 60.00% | |||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Fair value of conversion feature | $ 43,038 | |||||||||||||||||||
Additional interest expense | $ 3,038 | |||||||||||||||||||
Convertible Note Two [Member] | Union Capital [Member] | ||||||||||||||||||||
Aggregate, principal amount | 134,523 | |||||||||||||||||||
Purchase price of convertible note | $ 323,882 | 323,882 | ||||||||||||||||||
Original issue discount | 10.00% | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Dec. 3, 2017 | |||||||||||||||||||
Convertible notes maturity, description | The note is convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the date of conversion. | |||||||||||||||||||
Debt discount | $ 130,988 | |||||||||||||||||||
Amortization of the debt discount | 530 | |||||||||||||||||||
Accrued interest | 834 | |||||||||||||||||||
Convertible notes, carrying value | 130,988 | 4,065 | ||||||||||||||||||
Unamortized debt discount | 130,458 | |||||||||||||||||||
Fair value of conversion feature | $ 312,977 | |||||||||||||||||||
Convertible Note Three [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 30,000 | 41,000 | ||||||||||||||||||
Original issue discount, amount | $ 3,000 | $ 4,000 | ||||||||||||||||||
Debt instrument, interest rate, percentage | 12.00% | 10.00% | ||||||||||||||||||
Debt instrument, maturity date | Dec. 15, 2017 | Sep. 3, 2016 | ||||||||||||||||||
Convertible notes maturity, description | The note is convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | |||||||||||||||||||
Debt discount | $ 30,000 | $ 35,888 | ||||||||||||||||||
Amortization of the debt discount | 2,492 | |||||||||||||||||||
Accrued interest | 1,355 | |||||||||||||||||||
Convertible notes, carrying value | 2,243 | |||||||||||||||||||
Unamortized debt discount | 37,396 | |||||||||||||||||||
Unamortized deferred financing costs | 1,361 | |||||||||||||||||||
Common stock, conversion price, percentage | 60.00% | |||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Fair value of conversion feature | 33,331 | $ 39,888 | ||||||||||||||||||
Additional interest expense | $ 3,331 | |||||||||||||||||||
Convertible Note Three [Member] | Union Capital [Member] | ||||||||||||||||||||
Aggregate, principal amount | $ 117,476 | |||||||||||||||||||
Debt instrument, interest rate, percentage | 8.00% | |||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2017 | |||||||||||||||||||
Debt discount | $ 111,304 | |||||||||||||||||||
Common stock, conversion price, percentage | 60.00% | |||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||
Fair value of conversion feature | $ 111,304 | |||||||||||||||||||
Convertible Debt Four [Member] | ||||||||||||||||||||
Aggregate, principal amount | 98,000 | |||||||||||||||||||
Purchase price of convertible note | 163,974 | |||||||||||||||||||
Amortization of the debt discount | 93,342 | |||||||||||||||||||
Accrued interest | $ 1,120 | |||||||||||||||||||
Common stock issued in connection with convertible notes | 115,982,362 | |||||||||||||||||||
Convertible notes, carrying value | $ 1,514 | |||||||||||||||||||
Unamortized debt discount | 17,962 | |||||||||||||||||||
Convertible Debt Four [Member] | Macallan Partners [Member] | ||||||||||||||||||||
Amortization of the debt discount | 1,925 | |||||||||||||||||||
Accrued interest | 1,332 | |||||||||||||||||||
Convertible notes, carrying value | 754 | |||||||||||||||||||
Unamortized debt discount | 57,793 | |||||||||||||||||||
Unamortized deferred financing costs | $ 7,635 |
Derivative Liability (Details)
Derivative Liability (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Shares of common stock issuable upon exercise of debt and warrants | 998,958,397 | 23,193,987 | |||
Estimated market value of common stock on measurement date | $ 0.17 | ||||
Exercise price | $ 0.0037 | $ 0 | |||
Risk free interest rate | 1.54% | 0.00% | [1] | ||
Expected dividend yield | 0.00% | 0.00% | [2] | ||
Expected volatility | 159.00% | 0.00% | [3] | ||
Expected exercise term in years | 5 years | 0 years | 0 years | [4] | |
Minimum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.0014 | ||||
Exercise price | $ 0.0007 | $ 0.00766 | |||
Risk free interest rate | [1] | 0.00% | 0.04% | ||
Expected volatility | [3] | 106.00% | 62.00% | ||
Expected exercise term in years | [4] | 4 days | 3 months | ||
Maximum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.05 | ||||
Exercise price | $ 0.1 | $ 0.01 | |||
Risk free interest rate | [1] | 0.33% | 0.25% | ||
Expected volatility | [3] | 170.00% | 105.00% | ||
Expected exercise term in years | [4] | 1 year 11 months 1 day | 1 year | ||
New Issuances [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Shares of common stock issuable upon exercise of debt and warrants | 779,115,518 | 16,739,130 | |||
Exercise price | $ 0.1 | ||||
Expected dividend yield | [2] | 0.00% | 0.00% | ||
Expected exercise term in years | [4] | 1 year | |||
New Issuances [Member] | Minimum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.0009 | $ 0.02 | |||
Exercise price | $ 0.0007 | ||||
Risk free interest rate | [1] | 0.09% | 0.04% | ||
Expected volatility | [3] | 119.00% | 95.00% | ||
Expected exercise term in years | [4] | 1 year | |||
New Issuances [Member] | Maximum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.0261 | $ 0.09 | |||
Exercise price | $ 0.03 | ||||
Risk free interest rate | [1] | 1.54% | 0.25% | ||
Expected volatility | [3] | 199.00% | 103.00% | ||
Expected exercise term in years | [4] | 5 years | |||
[1] | (1) The risk free interest rate was determined by management using the one-month Treasury bill yield as of the issuance dates. | ||||
[2] | (2) The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. | ||||
[3] | (3) 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 | ||||
[4] | (4) The exercise term is the remaining contractual term of the convertible instrument at the valuation date. |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Balance at the beginning of the year | $ 1,256,159 | |
Addition of new derivative liabilities (notes) | 1,263,838 | |
Addition of new derivative liabilities (warrants) | 9,056 | |
Derecognize of derivative liability upon settlement of convertible notes | (1,427,518) | (153,050) |
Modification of derivative liabilities | (234,659) | |
Change in fair value of derivative liability (notes) | 194,689 | (92,875) |
Change in fair value of derivative liability (warrants) | (6,857) | |
Balance at the end of the year | 1,054,708 | 1,256,159 |
Less short-term portion | 611,793 | 1,256,159 |
Long-term portion | $ 442,915 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes [Abstract] | ||
Net operating losses carryforwards | $ 1,633,589 | $ 1,140,226 |
Less: valuation allowance | (1,633,589) | (1,140,226) |
Deferred tax assets, net |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
Operating Losses | $ (2,869,345) | $ (2,160,699) |
Statutory tax rate | 35.00% | 35.00% |
Operating Loss Carry Forwards Expiration Dates | 2,028 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 25, 2013 | Dec. 31, 2015 | |
Service Agreements [Member] | ||
Commitments And Contingencies [Line Items] | ||
Annual service fee | $ 21,000 | |
Bangkok Thailand [Member] | ||
Commitments And Contingencies [Line Items] | ||
Annual rent | $ 700 | |
Pathum Thani, Thailand [Member] | ||
Commitments And Contingencies [Line Items] | ||
Annual rent | $ 22,000 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | Oct. 13, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | [1] |
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Issued | 1,000,000 | 5,000,000 | 5,000,000 | ||
Preferred Stock, No Par Value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares, outstanding | 5,000,000 | 5,000,000 | |||
Conversion of derivative liabilities | $ (1,340,300) | ||||
Volatility rate | 159.00% | 0.00% | |||
conversion feature of fair value | $ 2,580,397 | $ 268,696 | |||
Common stock, shares, issued | 966,778,980 | 395,369,204 | |||
Accrued interest | $ 524 | $ 0 | |||
Loss on settlement of debt | $ 435,658 | ||||
Common stock shares authorized | 4,000,000,000 | 4,000,000,000 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of derivative liabilities | $ 1,427,518 | $ 268,696 | |||
conversion feature of fair value | $ 57,142 | $ 1,734 | |||
Common stock, Par value | $ 2,580,397 | ||||
Common stock, shares, issued | 571,409,776 | 17,336,055 | |||
Accrued interest | $ 54,847 | ||||
Loss on settlement of debt | 52,198 | ||||
convertible notes | $ 1,045,834 | ||||
Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Volatility rate | 51.00% | ||||
conversion feature of fair value | $ 13,500 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Issued | 4,000,000 | ||||
Preferred stock, shares, outstanding | 5,000,000 | ||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued | 1,000,000 | ||||
[1] | (3) 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 |
Warrants (Details)
Warrants (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Balance, December 31, 2014 | shares | |
Number of shares, Issued | shares | 12,344,002 |
Balance, December 31, 2015 | shares | 12,344,002 |
Beginning balance, Weighted Average Exercise Price | $ / shares | |
Weighted Average Exercise Price, Issued | $ / shares | 0.014 |
Ending balance, Weighted Average Exercise Price | $ / shares | $ 0.014 |
Weighted Average Expected Life, Issued | 5 years |
Weighted Average Expected Life | 4 years 7 months 2 days |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants (Textual) | ||
Change in fair value of derivative liability (warrants) | $ (6,857) | |
Warrant [Member] | ||
Warrants (Textual) | ||
Warrants to purchase aggregate common stock | 12,344,002 | |
Terms of warrant | 5 years | |
Addition of new derivative liabilities (warrants) | $ 9,056 | |
Change in fair value of derivative liability (warrants) | $ (6,857) | |
Warrant [Member] | Maximum [Member] | ||
Warrants (Textual) | ||
Warrant exercise prices | $ 0.10 | |
Warrant [Member] | Minimum [Member] | ||
Warrants (Textual) | ||
Warrant exercise prices | $ 0.003 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Apr. 04, 2014 | Mar. 31, 2016 | Feb. 29, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Subsequent Events (Textual) | ||||||
Debt instrument, interest rate, percentage | 0.00% | |||||
Original issue discount | $ 722,000 | |||||
Convertible Notes Payable [Member] | ||||||
Subsequent Events (Textual) | ||||||
Less: conversion of principal | (1,038,768) | $ (268,696) | ||||
Convertible notes maturity, description | The second tranche of the note with the same terms closed on December 11, 2014 and a 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. | |||||
Debt instrument, interest rate, percentage | 12.00% | |||||
Original issue discount | $ 103,907 | $ 348,798 | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||
Subsequent Events (Textual) | ||||||
Less: conversion of principal | $ 117,602 | $ 117,602 | ||||
Debt conversion price, description | The notes are convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | The notes are convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | ||||
Convertible notes maturity, description | Mature one year from date of issuance. | Mature one year from date of issuance. | ||||
Interest rate, description | The notes earn an interest rate equal to 8% or 10% per annum | The notes earn an interest rate equal to 8% or 10% per annum | ||||
Subsequent Event [Member] | Convertible Notes Payable One [Member] | ||||||
Subsequent Events (Textual) | ||||||
Less: conversion of principal | $ 105,750 | $ 105,750 | ||||
Debt conversion price, description | The notes are convertible at 48% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | The notes are convertible at 48% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | ||||
Convertible notes maturity, description | Matures in one year | Mature one year from date of issuance. | ||||
Debt instrument, interest rate, percentage | 10.00% | 10.00% | ||||
Original issue discount | $ 10,500 | $ 10,500 | ||||
Subsequent Event [Member] | Convertible Notes Payable Two [Member] | ||||||
Subsequent Events (Textual) | ||||||
Less: conversion of principal | $ 118,397 | |||||
Debt conversion price, description | (j). The notes are convertible at 60% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | |||||
Convertible notes maturity, description | Mature one year from date of issuance. | |||||
Interest rate, description | The notes earn an interest rate equal to 8% or 10% per annum | |||||
Shares to settle convertible notes payable | 523,366,065 | |||||
Settle convertible notes payable | $ 69,476 | |||||
Accrued interest | $ 521 |