Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Mar. 18, 2017 | |
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-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,490,145,045 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,696 | $ 14,772 |
Prepaid expenses and other current assets | 21,545 | 15,588 |
Total current assets | 23,241 | 30,360 |
Property and equipment, net of accumulated depreciation | 24,270 | 28,106 |
Other assets | 10,326 | 10,077 |
TOTAL ASSETS | 57,837 | 68,543 |
Current liabilities: | ||
Accounts payable and accrued expenses | 540,319 | 524,792 |
Convertible notes payable, net of discount of $396,351 and $140,561, respectively, and net of deferred financing costs of $17,633 and $5,651, respectively | 279,612 | 271,810 |
Derivative note liabilities | 1,205,323 | 611,793 |
Short-term debt - related party | 18,370 | 29,612 |
Unearned revenues | 56,928 | 56,160 |
Total current liabilities | 2,100,552 | 1,494,167 |
Long term convertible notes payable, net of discount of $249,597 and $402,754, respectively, and net of deferred financing costs of $14,899 and $20,090 respectively | 13,450 | 4,859 |
Long-term derivative liabilities | 402,883 | 442,915 |
Total liabilities | 2,516,885 | 1,941,941 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 5,000,000 shares issued and outstanding | 500 | 500 |
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 1,490,145,045 and 966,778,980 shares issued and outstanding, respectively | 149,014 | 96,678 |
Additional paid-in capital | 4,734,819 | 4,288,698 |
Accumulated deficit | (7,318,920) | (6,235,125) |
Other comprehensive loss | (24,461) | (24,149) |
Total stockholders' deficit | (2,459,048) | (1,873,398) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 57,837 | $ 68,543 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, net of discount, current | $ 396,351 | $ 140,561 |
Deferred financing costs, current | 17,633 | 5,651 |
Convertible notes payable, net of discount, non current | 249,597 | 402,754 |
Deferred financing costs, non current | $ 14,899 | $ 20,090 |
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 | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,490,145,045 | 966,778,980 |
Common stock, shares outstanding | 1,490,145,045 | 966,778,980 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Operations [Abstract] | ||||
Revenues | ||||
Operating expenses | ||||
Research & development | 29,236 | 121,649 | 83,395 | 224,474 |
General and administrative | 68,261 | 256,065 | 158,973 | 355,315 |
Total operating expense | 97,497 | 377,714 | 242,368 | 579,789 |
Loss from operations | (97,497) | (377,714) | (242,368) | (579,789) |
Other income (expense): | ||||
Interest expense | (141,069) | (519,979) | (426,926) | (843,149) |
Other income | 354 | 6,254 | ||
Change in fair value of derivative liabilities | (537,098) | 547,608 | (397,064) | 194,801 |
Loss on debt settlement | (13,921) | (23,691) | ||
Foreign exchange (gain) loss | (8,706) | (9,155) | ||
Total other income (expense) | (691,734) | 18,923 | (841,427) | (657,503) |
Net loss | (789,231) | (358,791) | (1,083,795) | (1,237,292) |
Other comprehensive income (loss): | ||||
Foreign currency translations | (51) | (8,706) | (312) | (9,155) |
Comprehensive loss | $ (789,282) | $ (367,497) | $ (1,084,107) | $ (1,246,447) |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding - basic and diluted | 1,315,100,620 | 459,543,354 | 1,135,100,620 | 437,598,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,083,795) | $ (1,237,292) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,483 | 4,222 |
Fair value of derivative in excess of debts | 67,711 | 282,849 |
Amortization of debt discount and deferred financing cost | 338,616 | 513,253 |
Change in fair value of derivative liability | 397,064 | (194,801) |
Loss on settlement of debt | 23,691 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (5,935) | (889) |
Inventory | (2,189) | |
Accounts payable and accrued expenses | 31,993 | 219,274 |
Net cash used in operating activities | (226,172) | (415,573) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of related party debt | (17,346) | |
Payment on debt settlement | (49,139) | |
Proceeds from related party advance | 6,104 | 13,490 |
Proceeds from convertible notes, net of financing costs | 273,789 | 244,169 |
Net cash provided by financing activities | 213,408 | 257,659 |
EFFECT OF FOREIGN CURRENCY TRANSLATIONS | (312) | (9,155) |
Net change in cash and cash equivalents | (13,076) | (167,069) |
Cash and cash equivalent at beginning of the period | 14,772 | 169,265 |
Cash and cash equivalent at end of the period | 1,696 | 2,196 |
Cash paid for: | ||
Income tax | ||
Interest | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued for conversion of debt | 413,187 | 625,870 |
Derivative liabilities from issuance of convertible debt | 369,903 | |
Debt issued for non-cash | 36,746 | |
Fair value of conversion feature of convertible debt classified as derivative liabilities | 278,044 | |
Reclassification of fair value of derivatives from liabilities to equity | $ 727,857 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
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 reclassified as a shell company until the completion of its acquisition of the World Moto Assets, which was consummated on November 14, 2012, and discussed in Note 3. Effective November 12, 2012, the Company amended its Articles of Incorporation to change its name from “Net Profits Ten Inc.” to “World Moto, Inc.” On January 30, 2013, World Moto, Inc. established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd, a wholly owned subsidiary of the Company, was organized under the laws of the Kingdom of Thailand and the name of this company was later changed to World Moto Co., Ltd. World Moto Co., Ltd. is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and it is an operating entity of the Company in Thailand for the purposes of research and development in the Southeast Asia region. The Company designs, manufactures, markets and sells Moto-Meter products and services that include 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 The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission ("SEC") Regulation S-X rule 8-03 and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's last Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2014. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2016 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited. The results for the three-month period ended June 30, 2016 are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2015. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted. 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. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. Foreign Currency Translation The functional currency of our subsidiary is the Thai Baht. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. For financial reporting purposes, the financial statements of the subsidiary are translated into the Company’s reporting currency, United States Dollars (“USD”). Asset and liability accounts are translated using the closing exchange rate in effect at the balance sheet date, equity account and dividend are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholder’s equity (deficit). 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 2 - Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on June 30, 2016. Level 1 Level 2 Level 3 Total Liabilities Derivative liability $ - $ - $ 1,608,206 $ 1,608,206 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 • Collectibility 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 after 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 Event The Company evaluated 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 $7,318,920 as of June 30, 2016, 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 total 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 has been recorded unearned as revenues. On March 10, 2014, the Company entered into a Fleet Franchise Agreement ("the Franchise Agreement") with Mobile Advertising Ventures, Ltd. ("MAV"). MAV paid the Company $21,928 for the right to utilize the Yes software and all other trademarks of the Company, including but not limited to "Yes", "World Moto" and "Wheelies" (collectively, the "Marks") in the Federal Territory of Kuala Lumpur, Malaysia. Initial training has been completed for the Franchisee; however, the Franchisee has not begun operations. This revenue will be reclassified as earned when MAV completes its first sale using the Yes software. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS At June 30, 2016 and December 31, 2015, the Company has short-term debt of $18,370 and $29,612, respectively, due to one of its majority shareholders. During the six months ended June 30, 2016, the Company repaid $17,346 of the related party debt and received proceeds of $6,104. During the six months ended June 30, 2015, the Company repaid $0 of related party debt. The loan is accruing interest at a rate of 0%. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE On January 11, 2016, the Company entered into a convertible note with Union Capital for an aggregate principal amount of $31,639, to settle the convertible note and accrued interest of the Vis Vires Note #1 dated July 10, 2015. The note earns an interest rate equal to 8% per annum and matures on January 11, 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 note earns an interest rate equal to 8% per annum and matures on January 11, 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 On January 25, 2016, the Company entered into a third convertible note with Union Capital for an aggregate principal amount of $25,963. The note earns an interest rate equal to 8% per annum and matures on January 25, 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 On January 25, 2016, the Company entered into a fourth convertible note with Union Capital for an aggregate principal amount of $46,765 to settle for the convertible note and accrued interest of the Vis Vires Group dated July 27, 2015. The note earns an interest rate equal to 8% per annum and matures on January 11, 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 On February 1, 2016, the Company entered into a fifth convertible note with Union Capital for an aggregate principal amount of $60,000. The note earns an interest rate equal to 8% per annum and matures on February 1, 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 On February 19, 2016, the Company entered into a convertible note with GW Holding Group Note #1 for an aggregate principal amount of $38,000. The note earns an interest rate equal to 10% per annum and matures on February 19, 2017. The note is convertible at 52% 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 On March 30, 2016, the Company entered into a second convertible note with GW Holding Group Note #2 for an aggregate principal amount of $30,000. The note earns an interest rate equal to 10% per annum and matures on March 30, 2017. The note is convertible at 52% 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 On March 30, 2016, the Company entered into a sixth convertible note with Union Capital Backend Note #14 for an aggregate principal amount of $66,750. The note earns an interest rate equal to 8% per annum and matures on March 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 On May 20, 2016, the Company entered into a third convertible note with GW Holding Group, Note #3 for an aggregate principal amount of $37,050. The note earns an interest rate equal to 10% per annum and matures on May 20, 2017. The note is convertible at 52% 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 On January 11, 2016 the company entered into a backend convertible note with Union Capital, Union Capital Note #8. On May 23, 2016, the company received the first disbursement #1 of the note in the amount of $10,188. The first disbursement earns an interest rate equal to 8% per annum and matures on May 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 date of conversion. Due to this provision, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging. Pursuant to this note, the Company recorded a debt discount of $10,188, as a result of the embedded conversion feature being a financial derivative. The Company determined that the fair value of the conversion feature was $14,630 at the issuance date. On June 24, 2016, the Company received second and third disbursements #2 & #3 of the backend convertible note, Union Capital note #8 in the amount of $10,000. The disbursement #2 & #3 earns an interest rate equal to 8% per annum and matures on June 24, 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. Pursuant to this note, the Company recorded a debt discount of $10,000, as a result of the embedded conversion feature being a financial derivative. The Company determined that the fair value of the conversion feature was $14,281 at the issuance date. On May 20, 2016, the Company entered into a backend convertible note with GW Holding Group, Note #4 for an aggregate principal amount of $37,050. On June 24, 2016 The Company received the first disbursement #1 of this note in the amount of $10,945. The disbursement earns an interest rate equal to 10% per annum and matures on June 24, 2017. The note is convertible at 52% 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 As summary of value changes to the notes for the six months ended June 30, 2016 is as follows: Carrying value of Convertible Notes at December 31, 2015 $ 276,669 Additional principal 324,932 Total principal 601,601 Less: conversion of principal (199,114 ) Less: discount related to fair value of the embedded conversion feature (411,284 ) Less: deferred financing cost related to debt issuances (25,302 ) Less: discount related to original issue discount (11,445 ) Add: amortization of deferred financing cost 18,510 Add: amortization of discount 320,106 Carrying value of Convertible Notes at June 30, 2016 $ 293,073 Less: short-term portion 279,612 Long-term convertible notes payable $ 13,450 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Liabilities [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 6 – DERIVATIVE LIABILITIES The Company has determined that the variable conversion prices under its convertible notes caused the embedded conversation feature to be a financial derivative. The Company may not have enough authorized common stock to settle its obligation if the note holder elects to convert the note into common shares when the trading price is lower than a certain threshold. The derivative instruments were valued at loan origination date, date of debt conversion and at June 30, 2016, The fair values of the derivative liabilities related to the conversion options of these notes was estimated on the transaction dates (loan original date and date of debt conversion) using the Multinomial Lattice option pricing model, under the following assumptions: December 31, New June 30, 2015 Issuances 2016 Shares of common stock issuable upon exercise of debt 998,958,397 13,615,794 34,984,114 Estimated market value of common stock on measurement date 0.0014 - 0.05 $ 0.02-0.0261 $ 0.0196 Exercise price 0.0007 – 0.1 $ 0.009 - 0.03 $ 0.0004 - 0.0014 Risk free interest rate (1) 0.04% - 0.25 % 0.25 % 0.05% - 0.25 % Expected dividend yield (2) 0.00 % 0.00 % 0.00 % Expected volatility (3) 61.54% - 105 % 119.11% - 125.57 % 207% - 223 % Expected exercise term in years (4) 0.25 - 1.00 0.75 0.08 - 1.00 (1) The risk –free interest rate was determined by management using the one month Treasury bill yield as of the valuation 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 change in fair values of the derivative liabilities related to the Convertible Notes for the six months ended June 30, 2016 is summarized as: Fair value of derivatives December 31, 2015 $ 1,054,708 New issuances 369,903 Conversion and replacement of derivative liabilities (213,469 ) Change in fair value of derivative liabilities 397,064 Fair value of derivative liabilities at June 30, 2016 $ 1,608,206 |
Equity Transactions
Equity Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Equity Transactions [Abstract] | |
EQUITY TRANSACTIONS | NOTE 7 – EQUITY TRANSACTIONS During the six months ended June 30, 2016, the Company issued 523,366,065 shares of common stock for the conversion of notes payable and accrued interest in the amount of $498,458. The Company recorded $446,121 as increase in additional paid-in capital as a result of the conversions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS On August 11, 2016, the Company received the second disbursement #2 of the May 20, 2016 GW Holdings Group Backend Note #4 in the amount of $5,746. The disbursement earns an interest rate equal to 10% per annum and matures on August 11, 2017. The note is convertible at 52% 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 On August 11, 2016, the Company received the forth disbursement #4 of the May 23, 2016 Union Capital note in the amount of $5,250. The fourth disbursement earns an interest rate equal to 8% per annum and matures on August 11, 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. Pursuant to this note, the Company recorded a debt discount of $4,782, as a result of the embedded conversion feature being a financial derivative. The Company determined that the fair value of the conversion feature was $4,782 at the issuance date. On September 1, 2016, the Company received the third disbursement #3 of the May 20, 2016 GW Holdings Group Backend Note #4 in the amount of $2,939. The disbursement earns an interest rate equal to 10% per annum and matures on September 1, 2017. The note is convertible at 52% 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 On September 1, 2016, the Company received the fifth disbursement #5 of the May 23, 2016 Union Capital note in the amount of $2,685. The fourth disbursement earns an interest rate equal to 8% per annum and matures on September 1, 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. Pursuant to this note, the Company recorded a debt discount of $2,685, as a result of the embedded conversion feature being a financial derivative. The Company determined that the fair value of the conversion feature was $2,685 at the issuance date. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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 reclassified as a shell company until the completion of its acquisition of the World Moto Assets, which was consummated on November 14, 2012, and discussed in Note 3. Effective November 12, 2012, the Company amended its Articles of Incorporation to change its name from “Net Profits Ten Inc.” to “World Moto, Inc.” On January 30, 2013, World Moto, Inc. established two wholly owned subsidiaries that were incorporated in the State of Nevada. World Moto Technologies, Inc. and World Moto Holdings, Inc. were both established, but have no activity to report to date. On February 4, 2013, World Moto Technologies Ltd, a wholly owned subsidiary of the Company, was organized under the laws of the Kingdom of Thailand and the name of this company was later changed to World Moto Co., Ltd. World Moto Co., Ltd. is owned in its entirety by World Moto, Inc., World Moto Technologies, Inc. and World Moto Holdings, Inc. and it is an operating entity of the Company in Thailand for the purposes of research and development in the Southeast Asia region. The Company designs, manufactures, markets and sells Moto-Meter products and services that include 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 The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission ("SEC") Regulation S-X rule 8-03 and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's last Annual Report filed with the SEC on Form 10-K for the year ended December 31, 2014. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2016 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim consolidated financial statements related to the period are unaudited. The results for the three-month period ended June 30, 2016 are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2015. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of our subsidiary is the Thai Baht. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. For financial reporting purposes, the financial statements of the subsidiary are translated into the Company’s reporting currency, United States Dollars (“USD”). Asset and liability accounts are translated using the closing exchange rate in effect at the balance sheet date, equity account and dividend are translated using historical exchange rates and income and expense accounts are translated using the average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in accumulated other comprehensive income (loss) in stockholder’s equity (deficit). |
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 2 - Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on June 30, 2016. Level 1 Level 2 Level 3 Total Liabilities Derivative liability $ - $ - $ 1,608,206 $ 1,608,206 |
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 • Collectibility 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 after 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 Event | Subsequent Event The Company evaluated 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 Accoun15
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of fair value hierarchy the company's financial assets and liabilities | Level 1 Level 2 Level 3 Total Liabilities Derivative liability $ - $ - $ 1,608,206 $ 1,608,206 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Convertible Notes Payable [Abstract] | |
Summary of value changes to notes | Carrying value of Convertible Notes at December 31, 2015 $ 276,669 Additional principal 324,932 Total principal 601,601 Less: conversion of principal (199,114 ) Less: discount related to fair value of the embedded conversion feature (411,284 ) Less: deferred financing cost related to debt issuances (25,302 ) Less: discount related to original issue discount (11,445 ) Add: amortization of deferred financing cost 18,510 Add: amortization of discount 320,106 Carrying value of Convertible Notes at June 30, 2016 $ 293,073 Less: short-term portion 279,612 Long-term convertible notes payable $ 13,450 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Liabilities [Abstract] | |
Summary of multinomial lattice option pricing model | December 31, New June 30, 2015 Issuances 2016 Shares of common stock issuable upon exercise of debt 998,958,397 13,615,794 34,984,114 Estimated market value of common stock on measurement date 0.0014 - 0.05 $ 0.02-0.0261 $ 0.0196 Exercise price 0.0007 – 0.1 $ 0.009 - 0.03 $ 0.0004 - 0.0014 Risk free interest rate (1) 0.04% - 0.25 % 0.25 % 0.05% - 0.25 % Expected dividend yield (2) 0.00 % 0.00 % 0.00 % Expected volatility (3) 61.54% - 105 % 119.11% - 125.57 % 207% - 223 % Expected exercise term in years (4) 0.25 - 1.00 0.75 0.08 - 1.00 (1) The risk –free interest rate was determined by management using the one month Treasury bill yield as of the valuation 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 change in fair values of derivative liabilities | Fair value of derivatives December 31, 2015 $ 1,054,708 New issuances 369,903 Conversion and replacement of derivative liabilities (213,469 ) Change in fair value of derivative liabilities 397,064 Fair value of derivative liabilities at June 30, 2016 $ 1,608,206 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details) | Jun. 30, 2016USD ($) |
Liabilities | |
Derivative liability | $ 1,608,206 |
Level 1 [Member] | |
Liabilities | |
Derivative liability | |
Level 2 [Member] | |
Liabilities | |
Derivative liability | |
Level 3 [Member] | |
Liabilities | |
Derivative liability | $ 1,608,206 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Jun. 30, 2016 | |
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 ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Going Concern (Textual) | ||
Accumulated deficit | $ 7,318,920 | $ 6,235,125 |
Unearned Revenues (Details)
Unearned Revenues (Details) - Mobile Advertising Ventures Ltd. [Member] - USD ($) | Mar. 10, 2014 | Dec. 02, 2013 | Dec. 31, 2013 |
Unearned Revenues (Textual) | |||
Unearned revenues | $ 35,000 | ||
Payments to software and other trademarks | $ 21,928 | ||
PL Agreement [Member] | |||
Unearned Revenues (Textual) | |||
Deferred revenue, description | Pursuant to the terms of the PL Agreement, MAV will purchase 10 initial "Wheelies" from WM Co. Thailand at a total purchase price of $35,000, and will have an option to purchase an additional 190 Wheelies at a purchase price of $3,500 per unit. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transactions (Textual) | |||
Short-term related party debt due | $ 18,370 | $ 29,612 | |
Repaid of related party debt | 17,346 | ||
Received proceeds from related party debt | $ 6,104 | $ 13,490 | |
Accrued interest rate | 0.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | ||
Carrying value of Convertible Notes at December 31, 2015 | $ 271,810 | |
Carrying value of Convertible Notes at June 30, 2016 | 279,612 | |
Less: short-term portion | 13,450 | $ 4,859 |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Carrying value of Convertible Notes at December 31, 2015 | 276,669 | |
Additional principal | 324,932 | |
Total principal | 601,601 | |
Less: conversion of principal | (199,114) | |
Less: discount related to fair value of the embedded conversion feature | (411,284) | |
Less: deferred financing cost related to debt issuances | (25,302) | |
Less: discount related to original issue discount | (11,445) | |
Add: amortization of deferred financing cost | 18,510 | |
Add: amortization of discount | 320,106 | |
Carrying value of Convertible Notes at June 30, 2016 | 293,073 | |
Less: short-term portion | 279,612 | |
Long-term convertible notes payable | $ 13,450 |
Convertible Notes Payable (De24
Convertible Notes Payable (Details Textual) - USD ($) | Sep. 01, 2016 | Aug. 11, 2016 | Feb. 01, 2016 | Jan. 11, 2016 | Jun. 24, 2016 | May 23, 2016 | May 20, 2016 | Mar. 30, 2016 | Feb. 19, 2016 | Jan. 25, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | |||||||||||
Interest rate | 0.00% | ||||||||||
Union Capital [Member] | Subsequent Events [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 2,685 | $ 5,250 | |||||||||
Interest rate | 8.00% | 8.00% | |||||||||
Maturity date | Sep. 1, 2017 | Aug. 11, 2017 | |||||||||
Convertible note percentage | 60.00% | 60.00% | |||||||||
Debt discount | $ 2,685 | $ 4,782 | |||||||||
Fair value of conversion feature | $ 2,685 | $ 4,782 | |||||||||
Convertible Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of conversion feature | $ 71,576 | ||||||||||
Convertible Note [Member] | Union Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 31,639 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Jan. 11, 2017 | ||||||||||
Convertible note percentage | 60.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 31,639 | ||||||||||
Fair value of conversion feature | 32,832 | ||||||||||
Convertible Note [Member] | Gw Holding Group [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 38,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Maturity date | Feb. 19, 2017 | ||||||||||
Convertible note percentage | 52.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 38,000 | ||||||||||
Fair value of conversion feature | $ 43,582 | ||||||||||
Convertible Note Two [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of conversion feature | 71,576 | ||||||||||
Convertible Note Two [Member] | Union Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 71,631 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Jan. 11, 2017 | ||||||||||
Convertible note percentage | 60.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 67,800 | ||||||||||
Fair value of conversion feature | $ 67,800 | ||||||||||
Convertible Note Two [Member] | Gw Holding Group [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 30,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Maturity date | Mar. 30, 2017 | ||||||||||
Convertible note percentage | 52.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 30,000 | ||||||||||
Fair value of conversion feature | 35,616 | ||||||||||
Convertible Note Three [Member] | Union Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 25,963 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Jan. 25, 2017 | ||||||||||
Convertible note percentage | 60.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 25,322 | ||||||||||
Fair value of conversion feature | 25,322 | ||||||||||
Convertible Note Three [Member] | Gw Holding Group [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 37,050 | ||||||||||
Interest rate | 10.00% | ||||||||||
Maturity date | May 20, 2017 | ||||||||||
Convertible note percentage | 52.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 37,050 | ||||||||||
Fair value of conversion feature | 64,876 | ||||||||||
Convertible Note Four [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of conversion feature | 38,880 | ||||||||||
Convertible Note Four [Member] | Union Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 46,765 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Jan. 11, 2017 | ||||||||||
Convertible note percentage | 60.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 41,292 | ||||||||||
Fair value of conversion feature | $ 41,292 | ||||||||||
Convertible Note Five [Member] | Union Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 60,000 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Feb. 1, 2017 | ||||||||||
Convertible note percentage | 60.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 55,884 | ||||||||||
Fair value of conversion feature | $ 55,884 | ||||||||||
Convertible Note Six [Member] | Union Capital Backend [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 66,750 | ||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Mar. 31, 2017 | ||||||||||
Convertible note percentage | 60.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 64,609 | ||||||||||
Fair value of conversion feature | $ 64,609 | ||||||||||
Backend Convertible Note [Member] | Union Capital [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 10,000 | $ 10,188 | |||||||||
Interest rate | 8.00% | 8.00% | |||||||||
Maturity date | Jun. 24, 2017 | May 23, 2017 | |||||||||
Convertible note percentage | 60.00% | 60.00% | |||||||||
Trading days | 20 days | 20 days | |||||||||
Debt discount | $ 10,000 | $ 10,188 | |||||||||
Fair value of conversion feature | 14,281 | $ 14,630 | |||||||||
Backend Convertible Note [Member] | Gw Holding Group [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Aggregate principal amount | $ 10,945 | $ 37,050 | |||||||||
Interest rate | 10.00% | ||||||||||
Maturity date | Jun. 24, 2017 | ||||||||||
Convertible note percentage | 52.00% | ||||||||||
Trading days | 20 days | ||||||||||
Debt discount | $ 10,945 | ||||||||||
Fair value of conversion feature | $ 18,271 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Shares of common stock issuable upon exercise of debt | 34,984,114 | 998,958,397 | |
Estimated market value of common stock on measurement date | $ 0.0196 | ||
Expected dividend yield | [1] | 0.00% | 0.00% |
Minimum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Estimated market value of common stock on measurement date | $ 0.0014 | ||
Exercise price | $ 0.0004 | $ 0.0007 | |
Risk free interest rate | [2] | 0.05% | 0.04% |
Expected volatility | [3] | 207.00% | 61.54% |
Expected exercise term in years | [4] | 29 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 | $ 0.0014 | $ 0.1 | |
Risk free interest rate | [2] | 0.25% | 0.25% |
Expected volatility | [3] | 223.00% | 105.00% |
Expected exercise term in years | [4] | 1 year | 1 year |
New Issuances [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Shares of common stock issuable upon exercise of debt | 13,615,794 | ||
Risk free interest rate | [2] | 0.25% | |
Expected dividend yield | [1] | 0.00% | |
Expected exercise term in years | [4] | 9 months | |
New Issuances [Member] | Minimum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Estimated market value of common stock on measurement date | $ 0.02 | ||
Exercise price | $ 0.009 | ||
Expected volatility | [3] | 119.11% | |
New Issuances [Member] | Maximum [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Estimated market value of common stock on measurement date | $ 0.0261 | ||
Exercise price | $ 0.03 | ||
Expected volatility | [3] | 125.57% | |
[1] | 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. | ||
[2] | The risk -free interest rate was determined by management using the one month Treasury bill yield as of the valuation dates. | ||
[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. |
Derivative Liabilities (Detai26
Derivative Liabilities (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative Liabilities [Abstract] | ||||
Fair value of derivatives, Beginning balance | $ 1,054,708 | |||
New issuances | 369,903 | |||
Conversion and replacement of derivative liabilities | (213,469) | |||
Change in fair value of derivative liabilities | $ 537,098 | $ (547,608) | 397,064 | $ (194,801) |
Fair value of derivative liabilities, Ending balance | $ 1,608,206 | $ 1,608,206 |
Equity Transactions (Details)
Equity Transactions (Details) | 6 Months Ended |
Jun. 30, 2016USD ($)shares | |
Equity Transactions (Textual) | |
Shares of convertible notes payable | shares | 523,366,065 |
Accrued interest | $ 498,458 |
Increase in additional paid-in capital | $ 446,121 |
Subsequent Events (Details)
Subsequent Events (Details) | Sep. 01, 2016USD ($)Tradingdays | Aug. 11, 2016USD ($)Tradingdays | Jun. 30, 2016 |
Subsequent Events (Textual) | |||
Interest rate | 0.00% | ||
Subsequent Event [Member] | Union Capital Note [Member] | |||
Subsequent Events (Textual) | |||
Aggregate principal amount | $ 2,685 | $ 5,250 | |
Interest rate | 8.00% | 8.00% | |
Maturity date | Sep. 1, 2017 | Aug. 11, 2017 | |
Convertible note percentage | 60.00% | 60.00% | |
Trading days | Tradingdays | 20 | 20 | |
Debt discount | $ 2,685 | $ 4,782 | |
Fair value of conversion feature | 2,685 | 4,782 | |
Subsequent Event [Member] | GW Holding Group [Member] | Note 4 [Member] | |||
Subsequent Events (Textual) | |||
Aggregate principal amount | $ 2,939 | $ 5,746 | |
Interest rate | 10.00% | 10.00% | |
Maturity date | Sep. 1, 2017 | Aug. 11, 2017 | |
Convertible note percentage | 52.00% | 52.00% | |
Trading days | Tradingdays | 20 | 20 | |
Debt discount | $ 2,939 | $ 5,746 | |
Fair value of conversion feature | $ 3,029 | $ 6,074 |