Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Aug. 11, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 3,432 | $ 14,772 |
Prepaid expenses and other current assets | 16,810 | 15,588 |
Total current assets | 20,242 | 30,360 |
Property and equipment, net of accumulated depreciation | 19,204 | 28,106 |
Deposits | 6,520 | 10,077 |
TOTAL ASSETS | 45,966 | 68,543 |
Current liabilities | ||
Accounts payable and accrued expenses | 514,076 | 524,792 |
Convertible notes payable, net of discount and deferred financing costs | 535,231 | 271,810 |
Derivative liabilities | 1,488,828 | 611,793 |
Short-term debt - related party | 18,554 | 29,612 |
Unearned revenues | 56,354 | 56,160 |
Total current liabilities | 2,613,043 | 1,494,167 |
Long term convertible notes payable, net of discount and deferred financing costs | 55,011 | 4,859 |
Long-term derivative liabilities | 442,915 | |
Total liabilities | 2,668,054 | 1,941,941 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized including 5,000,000 shares authorized as Series A Convertible preferred shares; 5,000,000 shares of Series A Convertible preferred shares issued and outstanding | 500 | 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 | 149,014 | 96,678 |
Additional paid-in capital | 4,779,267 | 4,288,698 |
Accumulated deficit | (7,526,250) | (6,235,125) |
Accumulated other comprehensive loss | (24,619) | (24,149) |
Total stockholders' deficit | (2,622,088) | (1,873,398) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 45,966 | $ 68,543 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
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 |
Series A Convertible Preferred Stock | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Operations [Abstract] | ||
Revenues | $ 1,521 | |
Cost of revenues | 821 | |
Gross profit | 700 | |
Operating expenses | 213,097 | 1,106,288 |
Loss from operations | (213,097) | (1,105,588) |
Other income (expense) | ||
Interest expense | (925,796) | (2,005,266) |
Other income | 5,900 | |
Change in fair value of derivative liabilities | (219,710) | (187,832) |
Gain on settlement of debt | 61,578 | 435,658 |
Foreign currency exchange gain (loss) | (6,317) | |
Total | (1,078,028) | (1,763,757) |
Net loss | (1,291,125) | (2,869,345) |
Other comprehensive loss | ||
Foreign currency translations | (470) | (8,627) |
Total comprehensive loss | $ (1,291,595) | $ (2,877,972) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 1,403,952,052 | 579,584,357 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) shares in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2014 | $ (1,589,000) | $ 40,000 | $ 1,752,000 | $ (3,366,000) | $ (16,000) | |
Balance, shares at Dec. 31, 2014 | 395,369 | |||||
Shares issued for debt conversion | 2,580,000 | $ 57,000 | 2,523,000 | |||
Shares issued for debt conversion, shares | 571,410 | |||||
Preferred shares issued for services | 13,500 | $ 500 | 13,000 | |||
Preferred shares issued for services, shares | 5,000 | |||||
Foreign currency translation adjustment | (9,000) | (9,000) | ||||
Net loss | (2,869,345) | |||||
Balance at Dec. 31, 2015 | (1,873,398) | $ 500 | $ 97,000 | 4,289,000 | (6,235,000) | (24,000) |
Balance, shares at Dec. 31, 2015 | 5,000 | 966,779 | ||||
Shares issued for debt conversion | 543,000 | $ 52,000 | 491,000 | |||
Shares issued for debt conversion, shares | 523,366 | |||||
Foreign currency translation adjustment | (500) | (500) | ||||
Net loss | (1,291,125) | (1,291,000) | ||||
Balance at Dec. 31, 2016 | $ (2,622,088) | $ 500 | $ 149,000 | $ 4,779,000 | $ (7,526,000) | $ (25,000) |
Balance, shares at Dec. 31, 2016 | 5,000 | 1,490,145 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,291,125) | $ (2,869,345) |
Adjustments to net cash used in operating activities | ||
Depreciation and amortization | 8,024 | 7,881 |
Derivative expense | 380,027 | 467,362 |
Amortization of debt discount and deferred financing costs | 432,045 | 1,415,039 |
Share based compensation | 13,500 | |
Gain on settlement of debt | (61,578) | (435,658) |
Change in fair value of derivative liabilities | 219,710 | 187,832 |
Write down of inventories | 9,356 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,222) | 5,153 |
Inventories | (6,370) | |
Other assets | 907 | |
Accounts payable and accrued expenses | (10,717) | 425,202 |
Unearned revenues | (2,896) | |
Net cash used in operating activities | (324,837) | (782,037) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (11,772) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes, net of costs | 320,625 | 664,038 |
Proceeds of related party notes payable | 5,351 | 28,715 |
Payments on related party notes payable | (12,678) | (44,810) |
Net cash provided by financing activities | 313,298 | 647,943 |
Foreign currency translation effect | 199 | (8,627) |
Net decrease in cash and cash equivalents | (11,340) | (154,493) |
Cash and cash equivalent at beginning of the year | 14,772 | 169,265 |
Cash and cash equivalent at end of the year | 3,432 | 14,772 |
SUPPLEMETAL NON-CASH DISCLOSURES | ||
Interest paid | ||
Income taxes paid | ||
NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued for debt conversion | 542,906 | 2,580,937 |
Derivative liabilities created from issuance of convertible debt | 350,431 | 1,263,838 |
Derivative liabilities derecognized from debt conversion and modifications | 213,469 | 1,662,177 |
Deferred finance costs applied to convertible debt | 40,438 | |
Derivative liabilities from issuance of warrant | 9,056 | |
Debt issued for prepayment penalty | $ 64,674 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 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, 2016 and 2015. Level 1 Level 2 Level 3 Total December 31, 2016 $ - $ - $ 1,488,828 $ 1,488,828 December 31, 2015 $ - $ - $ 1,054,708 $ 1,054,708 Revenue Recognition The Company recognizes revenue only when all 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. Revenues received for which performance obligations still exist are deferred and recognized as a current liability. 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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard will be effective for the Company in the fiscal year beginning October 1, 2018, with an option to adopt the standard for the fiscal year beginning October 1, 2017. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning October 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital ("APIC"), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. All of the guidance will be effective for the Company in the fiscal year beginning October 1, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures. 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, 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 $7,571,211 as of December 31, 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 | 12 Months Ended |
Dec. 31, 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 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, 2016 and 2015. 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, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS At December 31, 2016 and 2015, the Company had short-term debt of $19,224 and $29,612, respectively, due to one of its majority shareholder. During the year ended December 31, 2016, the Company borrowed an additional $1,450 and repaid $11,838 of the related party debt. During the year ended December 31, 2015, the Company borrowed $28,715 and repaid $44,810 of related party debt. The loan is accruing interest at a rate of 0%. All proceeds were used for operating expenses. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT The following table summarizes property and equipment as of December 31, 2016 and 2015: Description Estimated Useful Lives 2016 2015 Machinery and equipment 3-5 years $ 46,090 $ 44,258 Less: accumulated depreciation (32,333 ) (16,152 ) Property and equipment, net $ 13,757 $ 28,106 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE The Company regularly issues notes payable which are convertible at a discount of the trading price of the Company's common stock. Due to these provisions, the embedded conversion option qualified for derivative accounting under ASC 815-15, Derivatives and Hedging . On December 11, 2014, the Company entered 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. On July 10, 2015, the Company entered a convertible note with the Vires Group 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. On July 27, 2015, the Company entered a convertible note with LG Capital 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. On August 31, 2015, the Company entered a convertible note with JMJ 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. he Company recorded debt discounts totaling $255,961, resulting from the bifurcation of the derivative liability and determined that the fair value of the conversion feature was $255,961 at the issuance 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 date of conversion. The Company entered various convertible notes with GW Holding Group for the year ended December 31, 2016 for an aggregate principal amount of $122,985. The notes bear interest at 10% per annum and mature at various dates from March through September of 2017. The notes are convertible at 52% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. Pursuant to these notes, the Company recorded a debt discount of $169,086, resulting from the bifurcation of the derivative liability. The Company determined that the fair value of the conversion feature was 151,392 at the issuance date. Convertible notes payable as of September 30, 2016 and December 31, 2015, consisted of the following: Lender Interest Rate Issue Year Maturity Year Principal 2016 Principal 2015 Redwood and Dominion Capital 12 % 2014 2015 $ 148,164 $ 191,522 Vires Group 8 % 2015 2016 - 69,000 JMJ 12 % 2015 2017 33,000 82,280 LG Capital 8 % 2015 2017 - 45,000 Union Capital 8 % 2015 2016 316,447 416,923 GW Holdings 10 % 2015 2016 35,000 41,000 Union Capital 8 % 2016 2017 343,863 - GW Holdings 8 % 2016 2017 129,851 - Total principal 1,006,325 845,725 Less debt discount (400,579 ) (543,325 ) Deferred financing costs (15,504 ) (25,741 ) Net convertible debt 590,242 276,669 Current maturities 535,231 271,810 Long term convertible debt, net $ 55,011 $ 4,859 As summary of value changes to the notes for the years ended December 31, 2016 and 2015 is as follows: 2016 2015 Carrying value at beginning of the year $ 276,669 $ 245,256 Additional principal 365,460 837,863 Less: conversion of principal (199,114 ) (1,045,834 ) Less: discount related to fair value of the embedded conversion feature (254,068 ) (1,038,768 ) Less: discount related to original issue discount (13,137 ) (59,525 ) Less: deferred financing cost related to debt issuances (36,686 ) (77,362 ) Add: amortization of discount 394,822 1,334,551 Add: amortization of deferred financing cost 37,526 80,488 Carrying value at end of the year $ 590,242 $ 276,669 In connection with the sale of the Debentures, the Company incurred cash amount of $27,301 for legal fees for the year ended December 31, 2016 compared to $77,362 for legal fees for the year ended December 31, 2015. 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, 2016 and 2015, the Company recorded amortization of the deferred financing cost of $37,538 and $80,488, respectively. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016. 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, 2014 New Issuances December 31, 2015 New Issuances December 31, 2016 Shares of common stock issuable upon exercise of debt and warrants 23,193,987 779,115,518 998,958,397 523,366,065 1,490,145,048 Estimated market value of common stock on measurement date 0.17 $ 0.001 - 0.03 $ 0.001 - 0.05 $ 0.001 - 0.002 $ 0.001 - 0.05 Exercise price 0.01 - 0.01 $ 0.001 – 0.03 $ 0.001 – 0.1 $ 0.0003 – 0.001 $ 0.001 – 0.1 Risk free interest rate (1) 0.04- 0.25 % 0.09 - 1.54 % 0.14 - 1.54 % 0.09 - 1.54 % 0.14 % - 1.54 % Expected dividend yield (2) 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Expected volatility (3) 62 - 105 % 119 - 199 % 204.5 % 119 - 199 % 228.5 % Expected exercise term in years(4) 0.25 - 1.00 1.00 – 5.00 0.18 – 4.59 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, 2016 2015 Balance at the beginning of the year $ 1,054,708 $ 1,256,159 Addition of new derivative liabilities (notes) 427,879 1,263,838 Addition of new derivative liabilities (warrants) - 9,056 Derecognize of derivative liability upon settlement of convertible notes (212,105 ) (1,427,518 ) Modification of derivative liabilities (1,364 ) (234,659 ) Change in fair value of derivative liability (notes) 216,944 194,689 Change in fair value of derivative liability (warrants) 2,767 (6,857 ) Balance at the end of the year $ 1,488,829 $ 1,054,708 Less short-term portion - (611,793 ) Long-term portion $ 1,488,829 $ 442,915 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES No provision for federal income taxes has been recognized for the years ended December 31, 2016 and 2015, 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, 2016, the Company had tax net operating losses of $7,571,211. The statutory tax rates for fiscal years 2016 and 2015 are 35%. Tax effects of temporary differences that give rise to significant portions of the deferred tax assets at December 31, 2016 and 2015 are presented below: 2016 2015 Net operating losses carryforwards $ 2,649,924 $ 1,633,589 Less: valuation allowance (2,649,924 ) (1,633,589 ) Deferred tax assets, net $ - $ - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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. The lease expired in 2016 and as of December 31, 2016 was renewed on a month to month basis. Accordingly, there is no long-term commitment as of December 31, 2016. 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 service agreement expired in 2016 and as of December 31, 2016 was renewed on a month to month basis. Accordingly, there is no long-term commitment as of December 31, 2016. 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. The expense for this lease has not been recognized in these financial statements. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2016 | |
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, 2015, the Company issued 571,409,776 shares of common stock at a fair value of $2,580,397 to settle convertible notes in the amount of $1,045,834, accrued interest of $54,847 and derivative liabilities of $1,427,518. The Company recorded a loss on the settlement of debt of $52,198. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
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, 2015 12,344,002 $ 0.014 4.59 Issued Balance, December 31, 2016 12,344,002 $ 0.014 4.59 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS During January and April 2017, 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. Subsequent events have been evaluated through August 11, 2017, the date these financial statements were amiable to be issued. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 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, 2016 and 2015. Level 1 Level 2 Level 3 Total December 31, 2016 $ - $ - $ 1,488,828 $ 1,488,828 December 31, 2015 $ - $ - $ 1,054,708 $ 1,054,708 Revenue Recognition The Company recognizes revenue only when all 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. Revenues received for which performance obligations still exist are deferred and recognized as a current liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue only when all 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. Revenues received for which performance obligations still exist are deferred and recognized as a current liability. |
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 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard will be effective for the Company in the fiscal year beginning October 1, 2018, with an option to adopt the standard for the fiscal year beginning October 1, 2017. The Company is currently evaluating this standard and has not yet selected a transition method or the effective date on which it plans to adopt the standard, nor has it determined the effect of the standard on its financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which issued new guidance related to leases that outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new guidance must be adopted using the modified retrospective approach and will be effective for the Company in the fiscal year beginning October 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This guidance changes how companies account for certain aspects of share-based payments to employees. Among other things, under the new guidance, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in-capital ("APIC"), but will instead record such items as income tax expense or benefit in the income statement, and APIC pools will be eliminated. Companies will apply this guidance prospectively. Another component of the new guidance allows companies to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards, whereby forfeitures can be estimated, as required today, or recognized when they occur. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach. All of the guidance will be effective for the Company in the fiscal year beginning October 1, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this guidance, if any, on its financial statements and related disclosures. 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, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of fair value of derivative liability | Level 1 Level 2 Level 3 Total December 31, 2016 $ - $ - $ 1,488,828 $ 1,488,828 December 31, 2015 $ - $ - $ 1,054,708 $ 1,054,708 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | Description Estimated Useful Lives 2016 2015 Machinery and equipment 3-5 years $ 46,090 $ 44,258 Less: accumulated depreciation (32,333 ) (16,152 ) Property and equipment, net $ 13,757 $ 28,106 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible notes payable | Lender Interest Rate Issue Year Maturity Year Principal 2016 Principal 2015 Redwood and Dominion Capital 12 % 2014 2015 $ 148,164 $ 191,522 Vires Group 8 % 2015 2016 - 69,000 JMJ 12 % 2015 2017 33,000 82,280 LG Capital 8 % 2015 2017 - 45,000 Union Capital 8 % 2015 2016 316,447 416,923 GW Holdings 10 % 2015 2016 35,000 41,000 Union Capital 8 % 2016 2017 343,863 - GW Holdings 8 % 2016 2017 129,851 - Total principal 1,006,325 845,725 Less debt discount (400,579 ) (543,325 ) Deferred financing costs (15,504 ) (25,741 ) Net convertible debt 590,242 276,669 Current maturities 535,231 271,810 Long term convertible debt, net $ 55,011 $ 4,859 |
Summary of value changes to notes payable | 2016 2015 Carrying value at beginning of the year $ 276,669 $ 245,256 Additional principal 365,460 837,863 Less: conversion of principal (199,114 ) (1,045,834 ) Less: discount related to fair value of the embedded conversion feature (254,068 ) (1,038,768 ) Less: discount related to original issue discount (13,137 ) (59,525 ) Less: deferred financing cost related to debt issuances (36,686 ) (77,362 ) Add: amortization of discount 394,822 1,334,551 Add: amortization of deferred financing cost 37,526 80,488 Carrying value at end of the year $ 590,242 $ 276,669 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Liability [Abstract] | |
Summary of Multinomial Lattice option pricing model | December 31, 2014 New Issuances December 31, 2015 New Issuances December 31, 2016 Shares of common stock issuable upon exercise of debt and warrants 23,193,987 779,115,518 998,958,397 523,366,065 1,490,145,048 Estimated market value of common stock on measurement date 0.17 $ 0.001 - 0.03 $ 0.001 - 0.05 $ 0.001 - 0.002 $ 0.001 - 0.05 Exercise price 0.01 - 0.01 $ 0.001 – 0.03 $ 0.001 – 0.1 $ 0.0003 – 0.001 $ 0.001 – 0.1 Risk free interest rate (1) 0.04- 0.25 % 0.09 - 1.54 % 0.14 - 1.54 % 0.09 - 1.54 % 0.14 % - 1.54 % Expected dividend yield (2) 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Expected volatility (3) 62 - 105 % 119 - 199 % 204.5 % 119 - 199 % 228.5 % Expected exercise term in years(4) 0.25 - 1.00 1.00 – 5.00 0.18 – 4.59 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, 2016 2015 Balance at the beginning of the year $ 1,054,708 $ 1,256,159 Addition of new derivative liabilities (notes) 427,879 1,263,838 Addition of new derivative liabilities (warrants) - 9,056 Derecognize of derivative liability upon settlement of convertible notes (212,105 ) (1,427,518 ) Modification of derivative liabilities (1,364 ) (234,659 ) Change in fair value of derivative liability (notes) 216,944 194,689 Change in fair value of derivative liability (warrants) 2,767 (6,857 ) Balance at the end of the year $ 1,488,829 $ 1,054,708 Less short-term portion - (611,793 ) Long-term portion $ 1,488,829 $ 442,915 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Summary of significant portions of the deferred tax assets | 2016 2015 Net operating losses carryforwards $ 2,649,924 $ 1,633,589 Less: valuation allowance (2,649,924 ) (1,633,589 ) Deferred tax assets, net $ - $ - |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants [Abstract] | |
Schedule of common share purchase warrants | Number of shares Weighted Average Exercise Price Weighted Average Expected Life Balance, December 31, 2015 12,344,002 $ 0.014 4.59 Issued Balance, December 31, 2016 12,344,002 $ 0.014 4.59 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of Significant Accounting Policies [Line Items] | ||
Derivative liability | $ 1,488,828 | $ 611,793 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Derivative liability | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Derivative liability | ||
Level 3 [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Derivative liability | $ 1,488,828 | $ 1,054,708 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 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 ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Going Concern (Textual) | ||
Accumulated deficit | $ (7,526,250) | $ (6,235,125) |
Unearned Revenues (Details)
Unearned Revenues (Details) - USD ($) | Mar. 10, 2014 | Dec. 02, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
Unearned Revenues (Textual) | ||||
Unearned revenues | $ 35,000 | $ 35,000 | ||
Purchase And Licensing Agreement [Member] | ||||
Unearned Revenues (Textual) | ||||
Purchase price | $ 35,000 | |||
Unearned revenues, 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, 2016 | Dec. 31, 2015 | |
Related Party Transactions (Textual) | ||
Due to related party | $ 18,554 | $ 29,612 |
Borrowed from related parties | 5,351 | 28,715 |
Repayments of related party debt | 12,678 | $ 44,810 |
Accrued interest rate | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | $ 46,090 | $ 44,258 |
Less: accumulated depreciation | (32,333) | (16,152) |
Property and equipment, net | $ 19,204 | $ 28,106 |
Property and equipment, estimated useful life | 3 years | |
Machinery and equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Machinery and equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Aug. 31, 2015 | Jul. 27, 2015 | Jul. 10, 2015 | Dec. 11, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | |||||||
Total principal | $ 1,006,325 | $ 845,725 | |||||
Less debt discount | (400,579) | (543,325) | |||||
Deferred financing costs | (15,504) | (25,741) | |||||
Net convertible debt | 590,242 | 276,669 | |||||
Current maturities | 535,231 | 271,810 | |||||
Long term convertible debt, net | 55,011 | 4,859 | |||||
Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Net convertible debt | $ 245,256 | ||||||
Redwood And Dominion Capital Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | $ 148,164 | 191,522 | |||||
Interest Rate | 12.00% | 12.00% | |||||
Issue Year | Dec. 31, 2014 | ||||||
Maturity Year | Dec. 11, 2015 | Dec. 31, 2015 | |||||
Vires Group Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | 69,000 | ||||||
Interest Rate | 8.00% | 8.00% | |||||
Issue Year | Dec. 31, 2015 | ||||||
Maturity Year | Apr. 30, 2016 | Dec. 31, 2016 | |||||
JMJ Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | $ 33,000 | 82,280 | |||||
Interest Rate | 12.00% | 12.00% | |||||
Issue Year | Dec. 31, 2015 | ||||||
Maturity Year | Aug. 31, 2017 | Dec. 31, 2017 | |||||
LG Capital Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | 45,000 | ||||||
Interest Rate | 8.00% | 8.00% | |||||
Issue Year | Dec. 31, 2015 | ||||||
Maturity Year | Jul. 27, 2016 | Dec. 31, 2017 | |||||
Union Capital Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | $ 316,447 | 416,923 | |||||
Interest Rate | 8.00% | ||||||
Issue Year | Dec. 31, 2015 | ||||||
Maturity Year | Dec. 31, 2016 | ||||||
GW Holdings Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | $ 35,000 | 41,000 | |||||
Interest Rate | 10.00% | ||||||
Issue Year | Dec. 31, 2015 | ||||||
Maturity Year | Dec. 31, 2016 | ||||||
Union Capital One Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | $ 343,863 | ||||||
Interest Rate | 8.00% | ||||||
Issue Year | Dec. 31, 2016 | ||||||
Maturity Year | Dec. 31, 2017 | ||||||
GW Holdings One Lender [Member] | Convertible Notes Payable [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Total principal | $ 129,851 | ||||||
Interest Rate | 8.00% | ||||||
Issue Year | Dec. 31, 2016 | ||||||
Maturity Year | Dec. 31, 2017 |
Convertible Notes Payable (De33
Convertible Notes Payable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | ||
Carrying value at beginning of the year | $ 271,810 | |
Carrying value at end of the year | 535,231 | $ 271,810 |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Carrying value at beginning of the year | 276,669 | 245,256 |
Additional principal | 365,460 | 837,863 |
Less: conversion of principal | (199,114) | (1,045,834) |
Less: discount related to fair value of the embedded conversion feature | (254,068) | (1,038,768) |
Less: discount related to original issue discount | (13,137) | (59,525) |
Less: deferred financing cost related to debt issuances | (36,686) | (77,362) |
Add: amortization of discount | 394,822 | 1,334,551 |
Add: amortization of deferred financing cost | 37,526 | 80,488 |
Carrying value at end of the year | $ 590,242 | $ 276,669 |
Convertible Notes Payable (De34
Convertible Notes Payable (Details Textual) - USD ($) | Aug. 31, 2015 | Jul. 27, 2015 | Jul. 10, 2015 | Dec. 11, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Convertible Notes Payable (Textual) | ||||||
Debt discount | $ (400,579) | $ (543,325) | ||||
Legal fees | 27,301 | 77,362 | ||||
Amortization of deferred financing cost | 37,538 | 80,488 | ||||
RM-DC Convertible Notes [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Original issue discount | (13,137) | (59,525) | ||||
Debt conversion feature value | $ (254,068) | $ (1,038,768) | ||||
RM-DC Convertible Notes [Member] | Redwood and Dominion Capital [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Aggregate principal amount | $ 608,696 | |||||
Purchase price of principal amount | $ 500,000 | |||||
Original issue discount rate | 8.00% | |||||
Debt Insrument, interest rate | 12.00% | 12.00% | ||||
Debt instrument, maturity date | Dec. 11, 2015 | Dec. 31, 2015 | ||||
Debt conversion price, description | 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. | |||||
RM-DC Convertible Notes [Member] | Vires Group Lender [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Aggregate principal amount | $ 69,000 | |||||
Debt Insrument, interest rate | 8.00% | 8.00% | ||||
Debt instrument, maturity date | Apr. 30, 2016 | Dec. 31, 2016 | ||||
Debt conversion price, 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. | |||||
Deferred financing costs for broker fees | $ 4,000 | |||||
RM-DC Convertible Notes [Member] | LG Capital Lender [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Aggregate principal amount | $ 45,000 | |||||
Debt Insrument, interest rate | 8.00% | 8.00% | ||||
Debt instrument, maturity date | Jul. 27, 2016 | Dec. 31, 2017 | ||||
Debt conversion price, description | 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. | |||||
Deferred financing costs for broker fees | $ 2,250 | |||||
RM-DC Convertible Notes [Member] | JMJ Lender [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Aggregate principal amount | $ 44,000 | |||||
Debt Insrument, interest rate | 12.00% | 12.00% | ||||
Debt instrument, maturity date | Aug. 31, 2017 | Dec. 31, 2017 | ||||
Debt conversion price, 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. | |||||
Original issue discount | $ 4,000 | |||||
RM-DC Convertible Notes [Member] | Union Capital [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Aggregate principal amount | $ 334,395 | |||||
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 date of conversion. | |||||
Debt discount | $ 255,961 | |||||
Debt conversion feature value | 255,961 | |||||
RM-DC Convertible Notes [Member] | Gw Holding Group [Member] | ||||||
Convertible Notes Payable (Textual) | ||||||
Aggregate principal amount | $ 122,985 | |||||
Original issue discount rate | 10.00% | |||||
Debt instrument, maturity date | Sep. 30, 2017 | |||||
Debt conversion price, description | The notes are convertible at 52% of the lowest trading price of the Company's common stock during the 20 trading days prior to the conversion date. | |||||
Debt discount | $ 169,086 | |||||
Debt conversion feature value | $ 151,392 |
Derivative Liability (Details)
Derivative Liability (Details) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Shares of common stock issuable upon exercise of debt and warrants | 1,490,145,048 | 998,958,397 | 23,193,987 | ||
Estimated market value of common stock on measurement date | $ 0.17 | ||||
Exercise price | $ 0.01 | ||||
Expected dividend yield | [1] | 0.00% | 0.00% | 0.00% | |
Expected volatility | [2] | 228.50% | 204.50% | ||
Minimum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.001 | $ 0.001 | |||
Exercise price | $ 0.001 | $ 0.001 | |||
Risk free interest rate | [3] | 0.14% | 0.14% | 0.04% | |
Expected volatility | [2] | 62.00% | |||
Expected exercise term in years | [4] | 2 months 5 days | 2 months 5 days | 2 months 30 days | |
Maximum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.05 | $ 0.05 | |||
Exercise price | $ 0.1 | $ 0.1 | |||
Risk free interest rate | [3] | 1.54% | 1.54% | 0.25% | |
Expected volatility | [2] | 105.00% | |||
Expected exercise term in years | [4] | 4 years 7 months 2 days | 4 years 7 months 2 days | 1 year | |
New Issuances [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Shares of common stock issuable upon exercise of debt and warrants | 523,366,065 | 779,115,518 | |||
Expected dividend yield | 0.00% | 0.00% | [1] | ||
New Issuances [Member] | Minimum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.001 | $ 0.001 | |||
Exercise price | $ 0.0003 | $ 0.001 | |||
Risk free interest rate | [3] | 0.09% | 0.09% | ||
Expected volatility | [2] | 119.00% | 119.00% | ||
Expected exercise term in years | [4] | 1 year | 1 year | ||
New Issuances [Member] | Maximum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Estimated market value of common stock on measurement date | $ 0.002 | $ 0.03 | |||
Exercise price | $ 0.001 | $ 0.03 | |||
Risk free interest rate | [3] | 1.54% | 1.54% | ||
Expected volatility | [2] | 199.00% | 199.00% | ||
Expected exercise term in years | [4] | 5 years | 5 years | ||
[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 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 | ||||
[3] | The risk-free interest rate was determined by management using the one-month Treasury bill yield as of the issuance dates. | ||||
[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, 2016 | Dec. 31, 2015 | |
Derivative Liability [Abstract] | ||
Balance at the beginning of the year | $ 1,054,708 | $ 1,256,159 |
Addition of new derivative liabilities (notes) | 427,879 | 1,263,838 |
Addition of new derivative liabilities (warrants) | 9,056 | |
Derecognize of derivative liability upon settlement of convertible notes | (212,105) | (1,427,518) |
Modification of derivative liabilities | (1,364) | (234,659) |
Change in fair value of derivative liability (notes) | 216,944 | 194,689 |
Change in fair value of derivative liability (warrants) | 2,767 | (6,857) |
Balance at the end of the year | 1,488,829 | 1,054,708 |
Less short-term portion | 1,488,828 | 611,793 |
Long-term portion | $ 442,915 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Net operating losses carryforwards | $ 2,649,924 | $ 1,633,589 |
Less: valuation allowance | (2,649,924) | (1,633,589) |
Deferred tax assets, net |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Income tax losses carryforward expiration, description | Which expire beginning the year 2028. | |
Net operating losses | $ 7,571,211 | |
Statutory tax rates | 35.00% | 35.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | |
Dec. 25, 2013USD ($) | Dec. 31, 2016USD ($) | Apr. 16, 2013ft² | |
Bangkok, Thailand [Member] | |||
Commitments and Contingencies (Textual) | |||
Annual rent | $ 700 | ||
Lease agreement, description | The agreement was entered into in 2013. | ||
Lease agreement, term | 3 years | ||
Lease expiration, date | Dec. 31, 2016 | ||
National Science and Technology Development Agency [Member] | Lease Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Annual rent | $ 22,000 | ||
Lease agreement, description | The lease expired in 2016 and as of December 31, 2016 was renewed on a month to month basis. | ||
Lease expiration, date | Nov. 30, 2016 | ||
Area of land | ft² | 665 | ||
National Science and Technology Development Agency [Member] | Service Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Annual service fee | $ 21,000 | ||
Lease agreement, description | The service agreement expired in 2016 and as of December 31, 2016 was renewed on a month to month basis. |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) | Oct. 13, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Equity Transactions (Textual) | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Loss on settlement of debt | $ 61,578 | $ 435,658 | ||
Preferred Stock [Member] | ||||
Equity Transactions (Textual) | ||||
Preferred stock, shares issued | 5,000,000 | 0 | ||
Preferred stock, shares outstanding | 5,000,000 | 0 | ||
Common Stock [Member] | ||||
Equity Transactions (Textual) | ||||
Common stock, shares issued | 523,366,065 | 571,409,776 | ||
Fair value of stock | $ 542,906 | $ 2,580,397 | ||
Convertible notes, amount | 199,114 | 1,045,834 | ||
Accrued interest | 1,968 | 54,847 | ||
Derivative liabilities | 2,767 | 1,427,518 | ||
Loss on settlement of debt | $ 23,691 | $ 52,198 | ||
Series A Convertible Preferred Stock [Member] | ||||
Equity Transactions (Textual) | ||||
Preferred stock, shares authorized | 5,000,000 | |||
Preferred stock, voting rights, description | Holders of Series A Convertible Preferred Stock shall be entitled to the number of votes equal to 51% of the total number of votes. | |||
Fair value of stock | $ 13,500 | |||
Series A Convertible Preferred Stock [Member] | Paul Giles [Member] | ||||
Equity Transactions (Textual) | ||||
Preferred stock, shares issued | 4,000,000 | |||
Series A Convertible Preferred Stock [Member] | Chris Ziomkowski [Member] | ||||
Equity Transactions (Textual) | ||||
Preferred stock, shares issued | 1,000,000 |
Warrants (Details)
Warrants (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Balance, December 31, 2015 | shares | 12,344,002 |
Number of shares, Issued | shares | |
Number of shares, Balance, December 31, 2016 | shares | 12,344,002 |
Beginning balance, Weighted Average Exercise Price | $ / shares | $ 0.014 |
Weighted Average Exercise Price, Issued | $ / shares | |
Ending balance, Weighted Average Exercise Price | $ / shares | $ 0.014 |
Beginning Balance, Weighted Average Expected Life | 4 years 7 months 2 days |
Weighted Average Expected Life, Issued | 0 years |
Ending Balance, Weighted Average Expected Life | 4 years 7 months 2 days |
Warrants (Details Textual)
Warrants (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 19, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants (Textual) | |||
Change in fair value of derivative liability (warrants) | $ 2,767 | $ (6,857) | |
Warrants [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 | ||
Warrants [Member] | Maximum [Member] | |||
Warrants (Textual) | |||
Warrant exercise prices | $ 0.10 | ||
Warrants [Member] | Minimum [Member] | |||
Warrants (Textual) | |||
Warrant exercise prices | $ 0.003 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - Convertible Note [Member] - USD ($) | 1 Months Ended | |
Apr. 30, 2017 | Jan. 31, 2017 | |
Subsequent Events (Textual) | ||
Aggregate principal amount | $ 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 |