Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 15, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Blow & Drive Interlock Corp | |
Entity Central Index Key | 0001586495 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,350,683 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 162,884 | $ 91,314 |
Accounts receivables | 13,956 | 20,848 |
Prepaid expenses | 1,199 | |
Total current assets | 176,840 | 113,361 |
Deposits | 6,481 | 6,481 |
Total assets | 183,321 | 119,842 |
Current Liabilities: | ||
Accounts payable | 426 | 150 |
Accrued expenses | 10,210 | 35,571 |
Accrued royalty payable - related party | 71,465 | |
Accrued interest | 48,583 | 15,660 |
Accrued interest - related party | 847,118 | 717,120 |
Income taxes payable | 6,730 | |
Notes payable | 67,159 | 67,159 |
Notes payable - related party, current portion | 298,700 | 384,200 |
Convertible notes payable, net of debt discount of $222,715 and $8,965, respectively | 42,035 | 7,500 |
Derivative liability | 488,889 | 29,907 |
Total current liabilities | 1,803,120 | 1,335,462 |
Notes payable - related party, net of current portion | 2,020,000 | 2,020,000 |
Convertible notes payable, net of debt discount, net of current portion | 11,035 | |
Total Liabilities | 3,823,120 | 3,336,497 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, par value $0.001, 20,000,000 shares authorized, 1,000,000 and 1,000,000 shares issued or issuable and outstanding | 102,000 | 102,000 |
Common stock, par value $0.0001, 100,000,000 shares authorized, 31,350,683 and 31,350,683 shares issued or issuable and outstanding | 3,135 | 3,135 |
Additional paid-in capital | 3,585,636 | 3,514,171 |
Accumulated deficit | (7,330,570) | (6,865,961) |
Total stockholders' deficit | (3,639,799) | (3,246,655) |
Total liabilities and stockholders' deficit | $ 183,321 | $ 119,842 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, current | $ 222,715 | $ 8,965 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,350,683 | 31,350,683 |
Common stock, shares outstanding | 31,350,683 | 31,350,683 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Total revenues | $ 38,985 | $ 231,378 |
Cost of revenues: | ||
Total cost of revenues | 21,635 | |
Gross profit | 38,985 | 209,743 |
Operating expenses: | ||
Payroll | 9,099 | 98,040 |
Professional fees | 22,030 | 41,546 |
General and administrative | 30,312 | 60,074 |
Total operating expenses | 61,441 | 199,660 |
Loss from operations | (22,456) | 10,083 |
Other Income (expense): | ||
Interest expense, net | (162,921) | (176,824) |
Interest expense - amortization of debt discount | (23,750) | |
Derivative expense | (255,482) | |
Change in fair value of derivative liability | (1,832) | |
Gain (loss) on extinguishment of debt | 54,764 | |
Total other income (expense) | (442,153) | (123,892) |
Loss before income taxes | (464,609) | (113,809) |
Income taxes | 1,600 | |
Net profit (loss) | $ (464,609) | $ (115,409) |
Earnings (loss) per share: Basic and diluted | $ (0.01) | $ 0 |
Weighted-average shares of common stock outstanding: Basic and diluted | 31,350,683 | 30,447,549 |
Monitoring Revenues [Member] | ||
Revenues: | ||
Total revenues | $ 213,687 | |
Distributorship Revenues [Member] | ||
Revenues: | ||
Total revenues | 38,985 | 17,691 |
Monitoring Cost of Revenue [Member] | ||
Cost of revenues: | ||
Total cost of revenues | 21,635 | |
Distribution Cost of Revenue [Member] | ||
Cost of revenues: | ||
Total cost of revenues |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2018 | $ 1,000 | $ 3,107 | $ 3,489,698 | $ (6,096,322) | $ (2,602,517) |
Beginning Balance, shares at Dec. 31, 2018 | 1,000,000 | 31,073,529 | |||
Shares issued for services | $ 103 | 24,398 | |||
Shares issued for services, shares | 1,033,763 | ||||
Shares returned related to anti-dilution | $ (75) | 75 | |||
Shares returned related to anti-dilution, shares | (756,609) | ||||
Shares issued in exchange for interest payable | $ 101,000 | 101,000 | |||
Shares issued in exchange for interest payable, shares | 10,000,000 | ||||
Net loss | (769,639) | ||||
Ending Balance at Dec. 31, 2019 | $ 102,000 | $ 3,135 | 3,514,171 | (6,865,961) | (3,246,655) |
Ending Balance, shares at Dec. 31, 2019 | 11,000,000 | 31,350,683 | |||
Write off royalty payables | 71,465 | 71,465 | |||
Net loss | (464,609) | (464,609) | |||
Ending Balance at Mar. 31, 2020 | $ 102,000 | $ 3,135 | $ 3,585,636 | $ (7,330,570) | $ (3,639,799) |
Ending Balance, shares at Mar. 31, 2020 | 11,000,000 | 31,350,683 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (464,609) | $ (115,409) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Stock or warrants issued for services | 24,500 | ||
Amortization of debt discount | 23,750 | 15,754 | |
Derivative expense | 255,482 | ||
Change in fair value of derivative liability | 1,832 | ||
(Gain)/loss on extinguishment of debt | (54,764) | ||
Changes in operating assets and liabilities | |||
Accounts receivable | 6,892 | (6,475) | |
Prepaid expenses | 1,199 | (1,523) | |
Accounts payable | 276 | ||
Accrued expenses | (25,361) | (30,440) | |
Accrued royalties payable | 15,300 | ||
Accrued interest | 26,193 | 9,621 | |
Accrued interest related party | 129,998 | 151,500 | |
Deferred revenue | (71,717) | ||
Net cash used in operating activities | (46,180) | (61,821) | |
Cash flows from financing activities: | |||
Principal payments on notes payable | (85,500) | (31,589) | |
Proceeds from issuance of notes payable related party | 117,200 | ||
Proceeds from issuance of convertible notes payable | 203,250 | ||
Net cash provided by financing activities | 117,750 | 85,611 | |
Net increase in cash | 71,570 | 23,790 | |
Cash at beginning of period | 91,314 | 775 | $ 775 |
Cash at end of period | 162,884 | 24,565 | $ 91,314 |
Supplemental disclosures of cash flow information | |||
Cash paid during the period for: Interest paid | |||
Cash paid during the period for: Income taxes paid | 800 | 800 | |
Supplemental disclosure of non-cash investing and financing activities | |||
Common stock and warrants issued for services | 24,500 | ||
Write-off of royalties payable from related party to additional paid in capital | $ 71,465 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Blow & Drive Interlock (“the Company”) was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company markets and rents alcohol ignition interlock devices to DUI/DWI offenders as part of their mandatory court or motor vehicle department programs. The Company has approval for its device in the following states: Arizona and Texas. In 2015, the Company formed BDI Manufacturing, Inc., an Arizona corporation which is a 100% wholly owned subsidiary of Blow & Drive Interlock Corporation. The Company markets, installs and monitors a breath alcohol ignition interlock device (BAIID) called the BDI-747/1, which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are often required for use by DUI or DWI (“driving under the influence” or “driving while intoxicated”) offenders as part of a mandatory court or motor vehicle department program. The Company licenses the rights to third party distributors to promote the BDI-747/1 and provide services related to the device. The distributorships are for specific geographical areas (either entire states or certain counties within states). The Company currently has entered into six distributorship agreements. Under the distribution agreements the Company typically receives a onetime fee, and then is entitled to receive a per unit registration fee and a per unit monthly fee for each BDI-747/1 unit the distributor has in inventory or on the road beginning thirty (30) days after the distributor receives the unit. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company and its wholly-owned subsidiary have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the results of operations of BDI Manufacturing (the Subsidiary). All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation. Consolidation The accompanying consolidated financial statements include the results of operations of BDI Manufacturing (the Subsidiary). All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation. Going Concern The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of March 31, 2020, the Company had an accumulated deficit of $7,330,570 and net loss of $464,609 for the three months ended March 31, 2020. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability to, and will continue to attempt to, secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern. Based on the Company’s current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of notes payable, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Company’s plans with respect to its liquidity issues include, but are not limited to, the following: 1) Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and 2) Seek additional capital to continue its operations as it rolls out its current products. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-S99, Revenue Recognition, Overall, SEC Materials Monthly per unit fee revenue is earned and recognized over the term of the contract as support services are provided. Revenues from territory exclusivity are earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price has been determined and collectability has been reasonably assured. On January 1, 2019, the Company adopted FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company’s principal activity from which it generates revenue is a service which is the use of its interlock units. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when the interlock units are installed on customers’ vehicles A performance obligation is a promise in a contract to provide a distinct service to the customer, which for the Company is transfer of a service to customers. Performance obligations promised in a contract are identified based on the services that will be provided to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the service is separately identifiable from other promises in the contract. The Company has concluded the services accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. The Company does not issue refunds. The Company recognizes revenue when it satisfies a performance obligation in a contract by providing a service to a customer when the Company installs the interlock units on the customers’ vehicles. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $25,000 and $0 for the three months ended March 31, 2020 and 2019, respectively Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of March 31, 2020 and December 31, 2019 is adequate, but actual write-offs could exceed the recorded allowance. Royalty Accrual The Company entered into royalty agreement to be paid out in perpetuity based on number of units sold for specified product model in years 2019, 2018, 2017 and 2016 in connection with notes payable as discussed in Note 8. These estimates were performed at the inception for the notes to reflect the associated debt discount. The Company accrued royalties and was reduced by payments until December 31, 2019. The Company wrote off $71,465 in accrued royalties to additional paid in capital on January 1, 2020 due to The Doheny Group waived all unpaid royalties as of January 1, 2020. Derivative Liability The Company applies the provisions of ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments, which contain terms that protect holders from declines in the stock price, may not be exempt from derivative accounting treatment. As a result, embedded conversion options (whose exercise price is not fixed and determinable) in convertible debt (which is not conventionally convertible due to the exercise price not being fixed and determinable) are initially recorded as a liability and are revalued at fair value at each reporting date using the Monte-Carlo method. The Company revalues these derivatives each quarter using the Monte-Carlo method. The change in valuation is accounted for as a gain or loss in derivative liability. Convertible Debt and Warrants Issued with Convertible Debt Convertible debt is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options Beneficial Conversion Features The Company calculates the fair value of warrants issued with the convertible instruments using the Monte-Carlo method using the same assumptions used for valuing employee options for purposes of ASC 718, Compensation – Stock Compensation For modifications of convertible debt, the Company records a modification that changes the fair value of an embedded conversion feature, including a BCF, as a debt discount which is then amortized to interest expense over the remaining life of the debt. If modification is considered substantial (i.e. greater than 10% of the carrying value of the debt), an extinguishment of debt is deemed to have occurred, resulting in the recognition of an extinguishment gain or loss. Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: Description Level 1 Level 2 Level 3 Derivative liability – December 31, 2019 $ - $ - $ 29,907 Derivative liability – March 31, 2020 - - 488,889 Net Income (Loss) Per Share Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. Concentrations All of the Company’s ignition interlock devices are purchased from one supplier in China. The loss of this supplier could have a material impact on the Company’s ability to timely obtain additional units. For the three months ended March 31, 2020, one distributor, licensed in four states, makes up approximately 100% percent of all revenues from distributors at March 31, 2020. The loss of this distributer would have a material impact on the Company’s revenues. Per an agreement dated August 1, 2019, the Company and its largest distributor, BDI interlock collects the revenue directly from the clients and pays majority of the expenses and in return pays BDIC a leasing fee per on road unit on a monthly basis. This agreement is still in place for the future. Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with ASC Topic 740, “ Accounting for Income Taxes” Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of March 31, 2020, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as defined. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 3 – SEGMENT REPORTING The Company has one reportable segment: Distributorships. Distributorships The Company enters into arrangements that include multiple deliverables, which typically consist of the sale of exclusive distributorship territory rights, startup supplies package, promotional material, three weeks of onsite training and ongoing monthly support services. The Company accounts for each material element within an arrangement with multiple deliverables as separate units of accounting. Revenue is allocated to each unit of accounting under the guidance of ASC Topic 605-25, Multiple-Element Revenue Arrangements, which provides criteria for separating consideration in multiple-deliverable arrangements by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable is based on vendor-specific objective evidence (“VSOE”) if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-party evidence is available. The Company is required to determine the best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. The Company generally does not separately sell distributorships or training on a standalone basis. Therefore, the Company does not have VSOE for the selling price of these units nor is third party evidence available and thus management uses its best estimate of selling prices in their allocation of revenue to each deliverable in the multiple element arrangement. The following table summarizes net sales and identifiable operating income by segment: Three months Ended March 31, 2020 2019 Segment gross profit (a): Monitoring $ - $ 192,052 Distirutorships 38,985 17,691 Gross profit 38,985 209,743 Identifiable segment operating expenses (b): Monitoring - - Distributorships - - - - Identifiable segment operating income (c ): Monitoring - 192,052 Distirutorships 38,985 17,691 38,985 209,743 Reconciliation of identifiable segment income to corporate income (d): Payroll 9,099 98,040 Professional fees 22,030 41,546 General and administrative expenses 30,312 60,074 Interest expense 162,921 176,824 Interest expense - amortization of debt discount 23,750 - Derivative expense 255,482 - Change in fair value of derivative liability - 1,832 Gain (loss) on extinguishment of debt - (54,764 ) 503,594 323,552 Loss before income taxes (464,609 ) (113,809 ) Income taxes - 1,600 Net profit (loss) $ (464,609 ) $ (115,409 ) Total net property, plant, and equipment assets Monitoring $ - $ - Distributorships - - Corporate - - $ - $ - (a) Segment gross profit includes segment net sales less segment cost of sales (b) Identifiable segment operating expenses consists of identifiable depreciation expense (c) Identifiable segment operating incomes consists of segment gross profit less identifiable operating expense (d) General corporate expense consists of all other non-identifiable expenses |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 4 – NOTES PAYABLE Notes payable consist of the following: As of As of March 31, 2020 December 31, 2019 December 2017 ($50,000) - 15% interest due in December 2020 including issuance of 100,000 shares of common stock with exercise price at $0.25 per share. $ - $ - October 2018 ($60,000) - $561 daily principal and interest until paid in full. - - October 2018 ($72,800) - $11,527 monthly principal and interest for first six months, $9,975 monthly principal and interest last six months 67,159 67,159 Total notes payable 67,159 67,159 Less: debt discount - - Total notes payable, net of debt discount 67,159 67,159 Less: non-current portion - - Notes payable, current portion, net of debt discount $ 67,159 $ 67,159 December 2017 - $50,000 On December 1, 2017, the Company provided an agreement to a third party to obtain a $50,000 promissory note in exchange for $50,000 in cash. The promissory note had a maturity date of December 1, 2020 and bears interest at 15% per annum. The note required total payments of $1,733 per month. The Company recorded a debt discount of $22,650 related to the value of the issued shares associated with the process of obtaining the note to be amortized over the life of the note. In January 2019, the note was settled with no additional payment. $43,930 was recognized as a gain on settlement. Total interest expense was $0 and $0 for the three months ended March 31, 2020 and 2019, respectively. October 2018 - $60,000 On October 11, 2018, the Company provided an agreement to a third party to obtain a $60,000 promissory note in exchange for $59,105 in cash ($895 in processing fee was deducted from cash). The promissory note had a maturity date of May 5, 2019 and bears interest at 55% per annum. The note required total payments of $561.43 each business day. The note was settled on January 16, 2019 for $30,806, and a gain on settlement was recorded for $10,834. Total interest expense was $0 and $339 for the three months ended March 31, 2020 and 2019, respectively. October 2018 - $72,800 On October 4, 2018, the Company provided an agreement to a third party to obtain a $72,800 promissory note in exchange for $72,800 in cash. The promissory note had a maturity date of October 4, 2019 and bears interest at 51% per annum. The note required total payments of $11,526.67 per month for the first six months and $6,794.67 per month for the last six months. Total interest expense was $8,563 and $8,563 for the three months ended March 31, 2020 and 2019, respectively. |
Notes Payable to Related Partie
Notes Payable to Related Parties | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable to Related Parties | NOTE 5 – NOTES PAYABLE TO RELATED PARTIES Notes payable to related parties consist of the following: As of As of March 31, 2020 December 31, 2019 August 2018 ($1,365,000) – Replaced August 2018 note ($1,365,000) that replaced November 2017 note ($765,000 balance at August 1, 2018), February 2018 note ($100,000) and March 2018 note ($500,000). Includes $635,000 penalty on default of August 2018 ($1,365,000) note and $20,000 for missed payment on August 2018 note. Interest only monthly payment of $50,500 for life of note. Entire principal due December 1, 2023. $ 2,020,000 $ 2,020,000 December 2018 ($6,000) – No interest with principal due on December 17, 2019. - - December 2018 ($23,000) – No interest with principal due on December 13, 2019. - - January 2019 ($32,700) – No interest with principal due on January 3, 2020. - - January 2019 ($40,000) – No interest with principal due on January 11, 2020. - - January 2019 ($14,500) – No interest with principal due on January 15, 2020. - 14,500 February 2019 ($15,000) – No interest with principal due on February 1, 2020. - 15,000 February 2019 ($5,000) – No interest with principal due on February 19, 2020. - 5,000 March 2019 ($10,000) – No interest with principal due on March 4, 2020. - 10,000 May 1, 2019 ($20,000) - Principal only due May 1, 2020. No interest - 20,000 June 3, 2019 ($89,000) - Principal only due June 3, 2020. No interest 89,000 89,000 July 10, 2019 ($13,000) - Principal only due July 10, 2020. No interest - 13,000 July 18, 2019 ($8,000) - Principal only due July 18, 2020. No interest 8,000 July 25, 2019 ($25,000) - Principal only due July 25, 2020. No interest 25,000 25,000 September 27, 2019 ($101,700) - Principal only due September 27, 2020. No interest 101,700 101,700 December 31, 2019 ($83,000) - Principal only due December 31, 2020. No interest 83,000 83,000 Total notes payable to related parties 2,318,700 2,404,200 Less: non-current portion (2,020,000 ) (2,020,000 ) Notes payable to related parties, current portion $ 298,700 $ 384,200 December 2018 - $2,222,000 On December 1, 2018, the Company entered into an agreement with a related third party to replace the August 2018 note of $1,365,000 with a new note for $2,020,000. The new note also includes a default penalty of $635,000 on the August 2018 note and $20,000 for a missed payment on the August 2018 note. The note calls for interest only payments of $50,500 per month for the life of the note. The entire principal is due on December 1, 2023. Accrued interest payments totaling $202,000 were not made by the Company. Per the note agreement, this amount was added to the principal, thus increasing the principal amount to $2,222,000. Total interest expense was $151,500 and $151,500 for the three months ended March 31, 2020 and 2019, respectively. December 2018 - $6,000 On December 17, 2018, the Company entered into an agreement with a related party, Doheny Group, to obtain a $6,000 loan. The note bears no interest and is due in full on December 17, 2019. December 2018 - $23,000 On December 31, 2018, the Company entered into an agreement with a related party, Doheny Group, to obtain a $23,000 loan. The note bears no interest and is due in full on December 31, 2019. January 2019 - $32,700 On January 3, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $32,700 loan. The note bears no interest and is due in full on January 3, 2020. January 2019 - $40,000 On January 11, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $40,000 loan. The note bears no interest and is due in full on January 11, 2020. January 2019 - $14,500 On January 15, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $14,500 loan. The note bears no interest and is due in full on January 15, 2020. February 2019 - $15,000 On February 1, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $15,000 loan. The note bears no interest and is due in full on February 1, 2020. February 2019 - $5,000 On February 19, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $5,000 loan. The note bears no interest and is due in full on February 19, 2020. March 2019 - $10,000 On March 4, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $10,000 loan. The note bears no interest and is due in full on March 4, 2020. May 2019 - $20,000 On May 1, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $10,000 loan. The note bears no interest and is due in full on May 1, 2020. June 2019 - $89,000 On June 3, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $89,000 loan. The note bears no interest and is due in full on June 3, 2020. July 2019 - $13,000 On July 10, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $13,000 loan. The note bears no interest and is due in full on July 10, 2020. July 2019 - $8,000 On July 18, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $8,000 loan. The note bears no interest and is due in full on July 18, 2020. July 2019 - $25,000 On July 25, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $25,000 loan. The note bears no interest and is due in full on July 25, 2020. September 2019 - $101,700 On September 27, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $101,700 loan. The note bears no interest and is due in full on September 27, 2020. December 2019 - $83,000 On December 31, 2019, the Company entered into an agreement with a related party, Doheny Group, to obtain a $83,000 loan. The note bears no interest and is due in full on December 31, 2020. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 6 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: As of As of March 31, 2020 December 31, 2019 August 2015 ($15,000) $ 7,500 $ 7,500 March 2018 ($20,000) 20,000 20,000 February 2020 ($112,750) 112,750 - February 2020 ($75,000) 75,000 - February 2020 ($50,000) 50,000 - Total convertible notes payable 265,250 27,500 Less: debt discount (223,215 ) (8,965 ) Total notes payable, net of debt discount 42,035 18,535 Less: non-current portion - (11,035 ) Convertible notes payable, current portion, net of debt discount $ 42,035 $ 7,500 August 2015 - $15,000 On August 7, 2015, the Company entered into an agreement with a third party non-affiliate and issued a 7.5% interest bearing convertible debenture for $15,000 due on August 7, 2017, with conversion features commencing after 180 days following the date of the note. Payments of interest only were due monthly beginning September 2015. The loan is convertible at 70% of the average of the closing prices for the common stock during the five trading days prior to the conversion date. In connection with this Convertible note payable, the Company recorded a $5,770 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 9). On May 6, 2016 the note holder elected to convert $7,500 in principal into 30,000 shares of common stock. The note is currently in default. In connection with the issuance of the August Convertible Note Payable, the Company issued a warrant on August 7, 2015 to purchase 30,000 shares of the Company’s common stock at a purchase price of $0.50 per share. The Black Scholes model was used in valuing the warrants in determining the relative fair value of the warrants issued in connection with the convertible note payable using the following inputs: Expected Term – 3 years, Expected Dividend Rate – 0%, Volatility – 100%, Risk Free Interest Rate -1.08%. The Company recorded an additional $4,873 discount on debt, related to the relative fair value of the warrants issued associated with the note to be amortized over the life of the note. Total interest expense was $141 and $141 for the three months ended March 31, 2020 and 2019, respectively. March 2018 - $20,000 On March 9, 2018, the Company entered into an agreement with a non-affiliated shareholder and issued a 10% interest bearing convertible debenture for $20,000 due on March 9, 2021. Payments of interest is in cash for the first six months, thereafter, interest may be paid either in cash or common stock of the Company. The loan is convertible at 61% of the average of the closing prices for the common stock during the five trading days prior to the conversion date but may not be converted if such conversion would cause the holder to own more than 4.9% of outstanding common stock after giving effect to the conversion. In connection with this Convertible Note Payable, the Company recorded a $20,000 discount on debt (the total discount was $47,768, of which $27,768 was expensed), related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value. As of March 31, 2018, this note has not been converted. Total interest expense was $500 and $500 for the three months ended March 31, 2020 and 2019, respectively. February 2020 - $112,750 On February 24, 2020, the Company entered into an agreement with a non-affiliated shareholder and issued a 12% interest bearing convertible debenture for $112,750 due on December 24, 2020. Payments of interest is in lawful money of the Unites States of America. The loan is convertible at the lesser of (i) the lowest trading price during the previous twenty-five trading day periods ending on the latest complete trading day prior to the date of this note, and (ii) the variable conversion price. The “Variable Conversion Price” shall mean 50% multiplied by the market price. In connection with this Convertible Note Payable, the Company recorded a $12,750 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value. As of March 31, 2020, this note has not been converted. Total interest expense was $1,200 for the three months ended March 31, 2020. February 2020 - $75,000 On February 24, 2020, the Company entered into an agreement with a non-affiliated shareholder and issued a 10% interest bearing convertible debenture for $75,000 due on November 24, 2020. Payments of interest is in lawful money of the Unites States of America. The loan is convertible at the lesser of (i) the lowest trading price during the previous twenty-five trading day periods ending on the latest complete trading day prior to the date of this note, (ii) 50% of the lowest traded price for the common stock on the principal market during the twenty-five consecutive trading days on which at least 100 shares of common stock were traded including and immediately preceding the conversion date. In connection with this Convertible Note Payable, the Company recorded a $15,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value. As of March 31, 2020, this note has not been converted. Total interest expense was $600 for the three months ended March 31, 2020. February 2020 - $50,000 On February 25, 2020, the Company entered into an agreement with a non-affiliated shareholder and issued a 10% interest bearing convertible debenture for $50,000 due on February 24, 2021. Payments of interest is in lawful money of the Unites States of America. The loan is convertible at the lesser of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading prior to the date of this note or (ii) the variable conversion price. The “Variable Conversion Price” shall mean 55% multiplied by the market price. In connection with this Convertible Note Payable, the Company recorded a $6,750 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value. As of March 31, 2020, this note has not been converted. Total interest expense was $418 for the three months ended March 31, 2020. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 7 – DERIVATIVE LIABILITIES Derivative liabilities consisted of the following: As of As of March 31, 2020 December 31, 2019 August 2015 - $15,000 convertible debt $ 6,358 $ 6,358 March 2018 - $20,000 convertible debt 23,549 23,549 February 2020 – $112,750 convertible debt 205,021 - February 2020 – $75,000 convertible debt 106,248 - February 2020 – $50,000 convertible debt 147,713 - Total derivative liabilities $ 488,889 $ 29,907 The Company applies the provisions of ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments, which contain terms that protect holders from declines in the stock price, may not be exempt from derivative accounting treatment. As a result, embedded conversion options (whose exercise price is not fixed and determinable) in convertible debt (which is not conventionally convertible due to the exercise price not being fixed and determinable) are initially recorded as a liability and are revalued at fair value at each reporting date using the Monte-Carlo method. On February 24, 2020, BDIC issued a convertible promissory note for $112,750 to Auctus Fund (“Auctus”) (the “Auctus Note”), due December 24, 2020 (the “Maturity Date”). The Auctus Note incurred a onetime interest charge of 12%, which was recorded at issuance, and was due upon payback of the Auctus Note. The Auctus Note included an original issue discount of $12,750, netting the balance received by BDIC from Auctus at $100,000. The Auctus transaction included commitment fees, which took the form of an obligation by BDIC a ten-month warrant to purchase 1,127,500 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Auctus Note, the conversion price shall become equal to a 50% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 50% (the “Default Provision”). On February 24, 2020, BDIC issued a convertible promissory note for $75,000 to EMA Financial (“EMA”) (the “EMA Note”), due November 24, 2020 (the “Maturity Date”). The EMA Note incurred a onetime interest charge of 10%, which was recorded at issuance, and was due upon payback of the EMA Note. The EMA Note included an original issue discount of $15,000, netting the balance received by BDIC from EMA at $60,000. Upon the occurrence of an event of default, as defined in the EMA Note, the conversion price shall become equal to a 50% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 50% (the “Default Provision”). On February 25, 2020, BDIC issued a convertible promissory note for $50,000 to Crown Bridge Partners (“Crown”) (the “Crown Note”), due February 24, 2021 (the “Maturity Date”). The Crown Note incurred a onetime interest charge of 10%, which was recorded at issuance, and was due upon payback of the Crown Note. The Crown Note included an original issue discount of $6,750, netting the balance received by BDIC from Crown at $43,250. The Crown transaction included commitment fees, which took the form of an obligation by a nine-month warrant to purchase 416,666 shares (the “Commitment Shares”) which are only provided in the event of default. Upon the occurrence of an event of default, as defined in the Crown Note, the conversion price shall become equal to a 55% of the lowest traded price for the Company’s common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 55% (the “Default Provision”). Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and valued the derivative using the Monte-Carlo method. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates (such as volatility, estimated life and interest rates) that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes. The Company performs valuation of derivative instruments at the end of each reporting period. The fair value of derivative instruments is recorded and shown separately under current liabilities as these instruments can be converted anytime. Changes in fair value are recorded in the consolidated statement of income under other income (expenses). August 2015 Convertible Debt - $15,000 In August 2015, the Company entered into a $15,000 convertible note with variable conversion pricing. The following inputs were used within the Black Sholes Model to determine the initial relative fair values of the $15,000 convertible note with expected term of 1.58 years, expected dividend rate of 0%, volatility of 100% and risk-free interest rate 0.61%. March 2018 Convertible Debt - $20,000 In March 2018, the Company entered into a $20,000 convertible note with variable conversion pricing. The following inputs were used within the Black Sholes Model to determine the initial relative fair values of the $20,000 convertible note with expected term of 3.35 years, expected dividend rate of 0%, volatility of 413% and risk free interest rate 2.90%. February 2020 - $112,750 In February 2020, the Company entered into a $112,750 convertible note with variable conversion pricing. The following inputs were used within the Monte-Carlo method to determine the initial related fair values of the $112,750 convertible note with expected term of 0.83 years, expected dividend rate of 0%, volatility of 325% and risk-free interest rate 2%. February 2020 - $75,000 In February 2020, the Company entered into a $75,000 convertible note with variable conversion pricing. The following inputs were used within the Monte-Carlo method to determine the initial related fair values of the $75,000 convertible note with expected term of 1 years, expected dividend rate of 0%, volatility of 325% and risk-free interest rate 2%. February 2020 - $50,000 In February 2020, the Company entered into a $50,000 convertible note with variable conversion pricing. The following inputs were used within the Monte-Carlo method to determine the initial related fair values of the $50,000 convertible note with expected term of 0.75 years, expected dividend rate of 0%, volatility of 325% and risk-free interest rate 2% The Company revalues these derivatives each quarter using the Monte-Carlo method. The change in valuation is accounted for as a gain or loss in derivative liability. The following table describes the derivative liability as of December 31, 2019 and March 31, 2020. As of As of December 31, 2019 Additions Changes March 31, 2020 August 2015 - $15,000 convertible debt $ 6,358 $ - $ - $ 6,358 March 2018 - $20,000 convertible debt 23,549 - - 23,549 February 2020 – $112,750 convertible debt - 112,750 92,271 205,021 February 2020 – $75,000 convertible debt - 75,000 31,248 106,248 February 2020 – $50,000 convertible debt - 50,000 97,713 147,713 Total derivative liabilities $ 29,907 $ 237,750 $ 221,232 $ 488,889 |
Accrued Royalty Payable
Accrued Royalty Payable | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Royalty Payable | |
Accrued Royalty Payable | NOTE 8 – ACCRUED ROYALTY PAYABLE The Company has estimated the royalties to be paid out in perpetuity under royalty agreements. The Company entered into royalty agreement as follows: ● November 2017 Royalty Agreement ● August 2018 Royalty Agreement ● December 2018 royalty Agreement ● January 2020 addendum Agreement Based on the royalty agreement, the Company had the following royalty accruals: As of As of March 31, 2020 December 31, 2019 November 2017 royalty agreement $ - $ 3,326 August 2018 royalty agreement - 18,058 December 2018 royalty agreement - 50,081 Total accrued royalties $ - $ 71,465 Royalty expense was $0 and $15,300 for the three months ended March 31, 2020 and 2019, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – STOCKHOLDERS’ EQUITY Preferred Stock The Company’s articles of incorporation authorize the Company to issue up to 20,000,000 preferred shares of $0.001 par value. Series A Preferred Stock The Company has been authorized to issue 1,000,000 shares of Series A Preferred Stock. The Series A shares have the following preferences: no dividend rights; no liquidation preference over the Company’s common stock; no conversion rights; no redemption rights; no call rights by the Company; each share of Series A Preferred stock will have one hundred (100) votes on all matters validly brought to the Company’s common stockholders. During the three months ended March 31, 2017, the Company entered into a material definitive agreement to issue 1,000,000 shares of series A preferred stock to an officer and director of the Company with a preliminary estimated value of $350,000. As of March 31, 2020, the total number of preferred shares issued or issuable was 1,000,000. Common Stock The Company has authorized 100,000,000 shares of $.0001. Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock, subject to the requirements of the Delaware Revised Statutes. The Company has not declared any dividends since incorporation. During the three months ended March 31, 2020, the Company issued 0 additional shares of its common stock. The total number of shares issued or issuable as of March 31, 2020 was 31,350,683. |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants | NOTE 10 – STOCK WARRANTS The Company issued warrants in individual sales and in connection with common stock purchase agreements. The warrants have expiration dates ranging from three to four years from the date of grant and exercise prices ranging from $0.10 to $1.00. A summary of warrant activity for the periods presented is as follows: Weighted Average Warrants for Weighted Average Remaining Aggregate Common Shares Exercise Price Contractual Term Intrinsic Value Outstanding as of December 31, 2018 5,677,586 $ 0.60 2.40 $ 621,497 Granted - - - - Exercised - - - - Forfeited, cancelled, expired - - - - Outstanding as of December 31, 2019 5,677,586 0.60 2.40 621,497 Granted 1,544,166 0.07 0.80 - Exercised - - - - Forfeited, cancelled, expired - - - - Outstanding as of March 31, 2020 7,221,752 $ 0.49 2.06 $ 621,497 |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | NOTE 11 – INCOME (LOSS) PER SHARE Net income (loss) per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. The following shares are not included in the computation of diluted income (loss) per share, because their inclusion would be anti-dilutive: Three Months Ended March 31, 2020 2019 Preferred shares - - Convertible notes - 408,375 Warrants 7,221,752 6,537,586 Options - - Total anti-dilutive weighted average shares 7,221,752 6,945,961 If all dilutive securities had been exercised at March 31, 2020, the total number of common shares outstanding would be as follows: Common Shares 31,350,683 Preferred Shares - Convertible notes - Warrants 7,221,752 Options - Total potential shares 38,572,435 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 – COMMITMENTS AND CONTINGENCIES The Company currently does not have any facility lease commitments or lease obligations. Legal Proceedings In the ordinary course of business, the Company from time to time is involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s financial condition and/or results of operations. However, in the opinion of management, other than as set forth herein, matters currently pending or threatened against the Company are not expected to have a material adverse effect on the Company’s financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13 – RELATED PARTY TRANSACTIONS The Company had the following related party transactions: ● Refer to related party notes payable. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS The Company follows the guidance in FASB ASC Topic 855, Subsequent Events |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the results of operations of BDI Manufacturing (the Subsidiary). All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation. |
Consolidation | Consolidation The accompanying consolidated financial statements include the results of operations of BDI Manufacturing (the Subsidiary). All material intercompany accounts and transactions between the Company and the Subsidiary have been eliminated in consolidation. |
Going Concern | Going Concern The Company’s unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of March 31, 2020, the Company had an accumulated deficit of $7,330,570 and net loss of $464,609 for the three months ended March 31, 2020. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability to, and will continue to attempt to, secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern. Based on the Company’s current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of notes payable, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months. The Company’s plans with respect to its liquidity issues include, but are not limited to, the following: 1) Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and 2) Seek additional capital to continue its operations as it rolls out its current products. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-S99, Revenue Recognition, Overall, SEC Materials Monthly per unit fee revenue is earned and recognized over the term of the contract as support services are provided. Revenues from territory exclusivity are earned when there is persuasive evidence of an arrangement, delivery has occurred, the sales price has been determined and collectability has been reasonably assured. On January 1, 2019, the Company adopted FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company’s principal activity from which it generates revenue is a service which is the use of its interlock units. Revenue is measured based on considerations specified in a contract with a customer. A contract exists when it becomes a legally enforceable agreement with a customer. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid at time of sale via credit card, check, or cash when the interlock units are installed on customers’ vehicles A performance obligation is a promise in a contract to provide a distinct service to the customer, which for the Company is transfer of a service to customers. Performance obligations promised in a contract are identified based on the services that will be provided to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the service is separately identifiable from other promises in the contract. The Company has concluded the services accounted for as the single performance obligation. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which the Company will be entitled to receive in exchange for transferring goods to the customer. The Company does not issue refunds. The Company recognizes revenue when it satisfies a performance obligation in a contract by providing a service to a customer when the Company installs the interlock units on the customers’ vehicles. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are recorded as general and administrative expenses when they are incurred. Advertising and marketing expenses were $25,000 and $0 for the three months ended March 31, 2020 and 2019, respectively |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable primarily consist of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of March 31, 2020 and December 31, 2019 is adequate, but actual write-offs could exceed the recorded allowance. |
Royalty Accrual | Royalty Accrual The Company entered into royalty agreement to be paid out in perpetuity based on number of units sold for specified product model in years 2019, 2018, 2017 and 2016 in connection with notes payable as discussed in Note 8. These estimates were performed at the inception for the notes to reflect the associated debt discount. The Company accrued royalties and was reduced by payments until December 31, 2019. The Company wrote off $71,465 in accrued royalties to additional paid in capital on January 1, 2020 due to The Doheny Group waived all unpaid royalties as of January 1, 2020. |
Derivative Liability | Derivative Liability The Company applies the provisions of ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments, which contain terms that protect holders from declines in the stock price, may not be exempt from derivative accounting treatment. As a result, embedded conversion options (whose exercise price is not fixed and determinable) in convertible debt (which is not conventionally convertible due to the exercise price not being fixed and determinable) are initially recorded as a liability and are revalued at fair value at each reporting date using the Monte-Carlo method. The Company revalues these derivatives each quarter using the Monte-Carlo method. The change in valuation is accounted for as a gain or loss in derivative liability. |
Convertible Debt and Warrants Issued with Convertible Debt | Convertible Debt and Warrants Issued with Convertible Debt Convertible debt is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options Beneficial Conversion Features The Company calculates the fair value of warrants issued with the convertible instruments using the Monte-Carlo method using the same assumptions used for valuing employee options for purposes of ASC 718, Compensation – Stock Compensation For modifications of convertible debt, the Company records a modification that changes the fair value of an embedded conversion feature, including a BCF, as a debt discount which is then amortized to interest expense over the remaining life of the debt. If modification is considered substantial (i.e. greater than 10% of the carrying value of the debt), an extinguishment of debt is deemed to have occurred, resulting in the recognition of an extinguishment gain or loss. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1. Observable inputs such as quoted prices in active markets; Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: Description Level 1 Level 2 Level 3 Derivative liability – December 31, 2019 $ - $ - $ 29,907 Derivative liability – March 31, 2020 - - 488,889 |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. |
Related Parties | Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
Concentrations | Concentrations All of the Company’s ignition interlock devices are purchased from one supplier in China. The loss of this supplier could have a material impact on the Company’s ability to timely obtain additional units. For the three months ended March 31, 2020, one distributor, licensed in four states, makes up approximately 100% percent of all revenues from distributors at March 31, 2020. The loss of this distributer would have a material impact on the Company’s revenues. Per an agreement dated August 1, 2019, the Company and its largest distributor, BDI interlock collects the revenue directly from the clients and pays majority of the expenses and in return pays BDIC a leasing fee per on road unit on a monthly basis. This agreement is still in place for the future. |
Income Taxes | Income Taxes The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with ASC Topic 740, “ Accounting for Income Taxes” |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of March 31, 2020, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as defined. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This standard removes, modifies, and adds certain disclosure requirements for fair value measurements. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. While the Company is currently in the process of evaluating the effects of this standard on the consolidated financial statements, the Company plans to adopt ASU No. 2018-13 in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial. Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | The table below describes the Company’s valuation of financial instruments using guidance from ASC 820-10: Description Level 1 Level 2 Level 3 Derivative liability – December 31, 2019 $ - $ - $ 29,907 Derivative liability – March 31, 2020 - - 488,889 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Identifiable Operating Income by Segment | The following table summarizes net sales and identifiable operating income by segment: Three months Ended March 31, 2020 2019 Segment gross profit (a): Monitoring $ - $ 192,052 Distirutorships 38,985 17,691 Gross profit 38,985 209,743 Identifiable segment operating expenses (b): Monitoring - - Distributorships - - - - Identifiable segment operating income (c ): Monitoring - 192,052 Distirutorships 38,985 17,691 38,985 209,743 Reconciliation of identifiable segment income to corporate income (d): Payroll 9,099 98,040 Professional fees 22,030 41,546 General and administrative expenses 30,312 60,074 Interest expense 162,921 176,824 Interest expense - amortization of debt discount 23,750 - Derivative expense 255,482 - Change in fair value of derivative liability - 1,832 Gain (loss) on extinguishment of debt - (54,764 ) 503,594 323,552 Loss before income taxes (464,609 ) (113,809 ) Income taxes - 1,600 Net profit (loss) $ (464,609 ) $ (115,409 ) Total net property, plant, and equipment assets Monitoring $ - $ - Distributorships - - Corporate - - $ - $ - (a) Segment gross profit includes segment net sales less segment cost of sales (b) Identifiable segment operating expenses consists of identifiable depreciation expense (c) Identifiable segment operating incomes consists of segment gross profit less identifiable operating expense (d) General corporate expense consists of all other non-identifiable expenses |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consist of the following: As of As of March 31, 2020 December 31, 2019 December 2017 ($50,000) - 15% interest due in December 2020 including issuance of 100,000 shares of common stock with exercise price at $0.25 per share. $ - $ - October 2018 ($60,000) - $561 daily principal and interest until paid in full. - - October 2018 ($72,800) - $11,527 monthly principal and interest for first six months, $9,975 monthly principal and interest last six months 67,159 67,159 Total notes payable 67,159 67,159 Less: debt discount - - Total notes payable, net of debt discount 67,159 67,159 Less: non-current portion - - Notes payable, current portion, net of debt discount $ 67,159 $ 67,159 |
Notes Payable to Related Part_2
Notes Payable to Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable to Related Parties | Notes payable to related parties consist of the following: As of As of March 31, 2020 December 31, 2019 August 2018 ($1,365,000) – Replaced August 2018 note ($1,365,000) that replaced November 2017 note ($765,000 balance at August 1, 2018), February 2018 note ($100,000) and March 2018 note ($500,000). Includes $635,000 penalty on default of August 2018 ($1,365,000) note and $20,000 for missed payment on August 2018 note. Interest only monthly payment of $50,500 for life of note. Entire principal due December 1, 2023. $ 2,020,000 $ 2,020,000 December 2018 ($6,000) – No interest with principal due on December 17, 2019. - - December 2018 ($23,000) – No interest with principal due on December 13, 2019. - - January 2019 ($32,700) – No interest with principal due on January 3, 2020. - - January 2019 ($40,000) – No interest with principal due on January 11, 2020. - - January 2019 ($14,500) – No interest with principal due on January 15, 2020. - 14,500 February 2019 ($15,000) – No interest with principal due on February 1, 2020. - 15,000 February 2019 ($5,000) – No interest with principal due on February 19, 2020. - 5,000 March 2019 ($10,000) – No interest with principal due on March 4, 2020. - 10,000 May 1, 2019 ($20,000) - Principal only due May 1, 2020. No interest - 20,000 June 3, 2019 ($89,000) - Principal only due June 3, 2020. No interest 89,000 89,000 July 10, 2019 ($13,000) - Principal only due July 10, 2020. No interest - 13,000 July 18, 2019 ($8,000) - Principal only due July 18, 2020. No interest 8,000 July 25, 2019 ($25,000) - Principal only due July 25, 2020. No interest 25,000 25,000 September 27, 2019 ($101,700) - Principal only due September 27, 2020. No interest 101,700 101,700 December 31, 2019 ($83,000) - Principal only due December 31, 2020. No interest 83,000 83,000 Total notes payable to related parties 2,318,700 2,404,200 Less: non-current portion (2,020,000 ) (2,020,000 ) Notes payable to related parties, current portion $ 298,700 $ 384,200 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following: As of As of March 31, 2020 December 31, 2019 August 2015 ($15,000) $ 7,500 $ 7,500 March 2018 ($20,000) 20,000 20,000 February 2020 ($112,750) 112,750 - February 2020 ($75,000) 75,000 - February 2020 ($50,000) 50,000 - Total convertible notes payable 265,250 27,500 Less: debt discount (223,215 ) (8,965 ) Total notes payable, net of debt discount 42,035 18,535 Less: non-current portion - (11,035 ) Convertible notes payable, current portion, net of debt discount $ 42,035 $ 7,500 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities | Derivative liabilities consisted of the following: As of As of March 31, 2020 December 31, 2019 August 2015 - $15,000 convertible debt $ 6,358 $ 6,358 March 2018 - $20,000 convertible debt 23,549 23,549 February 2020 – $112,750 convertible debt 205,021 - February 2020 – $75,000 convertible debt 106,248 - February 2020 – $50,000 convertible debt 147,713 - Total derivative liabilities $ 488,889 $ 29,907 |
Schedule of Revalue of Derivatives Using Black Scholes Model | . The following table describes the derivative liability as of December 31, 2019 and March 31, 2020. As of As of December 31, 2019 Additions Changes March 31, 2020 August 2015 - $15,000 convertible debt $ 6,358 $ - $ - $ 6,358 March 2018 - $20,000 convertible debt 23,549 - - 23,549 February 2020 – $112,750 convertible debt - 112,750 92,271 205,021 February 2020 – $75,000 convertible debt - 75,000 31,248 106,248 February 2020 – $50,000 convertible debt - 50,000 97,713 147,713 Total derivative liabilities $ 29,907 $ 237,750 $ 221,232 $ 488,889 |
Accrued Royalty Payable (Tables
Accrued Royalty Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Royalty Payable | |
Schedule of Accrued Royalty Payable | Based on the royalty agreement, the Company had the following royalty accruals: As of As of March 31, 2020 December 31, 2019 November 2017 royalty agreement $ - $ 3,326 August 2018 royalty agreement - 18,058 December 2018 royalty agreement - 50,081 Total accrued royalties $ - $ 71,465 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the periods presented is as follows: Weighted Average Warrants for Weighted Average Remaining Aggregate Common Shares Exercise Price Contractual Term Intrinsic Value Outstanding as of December 31, 2018 5,677,586 $ 0.60 2.40 $ 621,497 Granted - - - - Exercised - - - - Forfeited, cancelled, expired - - - - Outstanding as of December 31, 2019 5,677,586 0.60 2.40 621,497 Granted 1,544,166 0.07 0.80 - Exercised - - - - Forfeited, cancelled, expired - - - - Outstanding as of March 31, 2020 7,221,752 $ 0.49 2.06 $ 621,497 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares are not included in the computation of diluted income (loss) per share, because their inclusion would be anti-dilutive: Three Months Ended March 31, 2020 2019 Preferred shares - - Convertible notes - 408,375 Warrants 7,221,752 6,537,586 Options - - Total anti-dilutive weighted average shares 7,221,752 6,945,961 |
Schedule of Dilutive Securities of Common Shares Outstanding | If all dilutive securities had been exercised at March 31, 2020, the total number of common shares outstanding would be as follows: Common Shares 31,350,683 Preferred Shares - Convertible notes - Warrants 7,221,752 Options - Total potential shares 38,572,435 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) | Dec. 31, 2015 |
Arizona Corporation [Member] | |
Ownership percent | 100.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 02, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Accumulated deficit | $ (7,330,570) | $ (6,865,961) | ||
Net loss | (464,609) | $ (115,409) | ||
Advertising and marketing expenses | $ 25,000 | $ 0 | ||
Write-off in accrued royalties | $ 71,465 | |||
Maximum percentage of carrying value of debt | 10.00% | |||
Revenues [Member] | One Distributor [Member] | ||||
Concentration risk, percentage | 100.00% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Derivative liability | $ 488,889 | $ 29,907 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 3 Months Ended |
Mar. 31, 2020Device | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Net Sales and Identifiable Operating Income by Segment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Gross Profit | $ 38,985 | $ 209,743 | |
Identifiable segment operating expenses | 61,441 | 199,660 | |
Identifiable segment operating income | (22,456) | 10,083 | |
Payroll | 9,099 | 98,040 | |
Professional fees | 22,030 | 41,546 | |
General and administrative expenses | 30,312 | 60,074 | |
Interest expense | 162,921 | 176,824 | |
Interest expense - amortization of debt discount | (23,750) | ||
Derivative expense | 255,482 | ||
Change in fair value of derivative liability | (1,832) | ||
Gain (loss) on extinguishment of debt | 54,764 | ||
Loss before income taxes | (464,609) | (113,809) | |
Income taxes | 1,600 | ||
Net profit (loss) | (464,609) | (115,409) | |
Monitoring [Member] | |||
Gross Profit | [1] | 192,052 | |
Identifiable segment operating expenses | [2] | ||
Identifiable segment operating income | [3] | 192,052 | |
Total net property, plant, and equipment assets | |||
Distributorships [Member] | |||
Gross Profit | [1] | 38,985 | 17,691 |
Identifiable segment operating expenses | [2] | ||
Identifiable segment operating income | [3] | 38,985 | 17,691 |
Total net property, plant, and equipment assets | |||
Operating Segment [Member] | |||
Gross Profit | [1] | 38,985 | 209,743 |
Identifiable segment operating expenses | [2] | ||
Identifiable segment operating income | [3] | 38,985 | 209,743 |
Payroll | [4] | 9,099 | 98,040 |
Professional fees | [4] | 22,030 | 41,546 |
General and administrative expenses | [4] | 30,312 | 60,074 |
Interest expense | [4] | 162,921 | 176,824 |
Interest expense - amortization of debt discount | 23,750 | ||
Derivative expense | 255,482 | ||
Change in fair value of derivative liability | [4] | 1,832 | |
Gain (loss) on extinguishment of debt | [4] | (54,764) | |
Reconciliation of identifiable segment income | [4] | 503,894 | 323,552 |
Loss before income taxes | (464,609) | (113,809) | |
Income taxes | 1,600 | ||
Net profit (loss) | (464,609) | (115,409) | |
Total net property, plant, and equipment assets | |||
Corporate [Member] | |||
Total net property, plant, and equipment assets | |||
[1] | Segment gross profit includes segment net sales less segment cost of sales | ||
[2] | Identifiable segment operating expenses consists of identifiable depreciation expense | ||
[3] | Identifiable segment operating incomes consists of segment gross profit less identifiable operating expense | ||
[4] | General corporate expense consists of all other non-identifiable expenses |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jan. 16, 2019 | Oct. 11, 2018 | Oct. 04, 2018 | Dec. 02, 2017 | Jan. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Amortization of debt discount | $ 23,750 | $ 15,754 | |||||
Gain on extinguishments of debt | 54,764 | ||||||
Repayment of note payable | 85,500 | 31,589 | |||||
December 2017 Note [Member] | |||||||
Notes payable | $ 50,000 | ||||||
Debt instrument, maturity date | Dec. 1, 2020 | ||||||
Promissory note interest, percentage | 15.00% | ||||||
Principal per month, amount | $ 1,733 | ||||||
Amortization of debt discount | 22,650 | ||||||
Gain on extinguishments of debt | $ 43,930 | ||||||
Interest expense | 0 | 0 | |||||
December 2017 Note [Member] | Third Party [Member] | |||||||
Notes payable | $ 50,000 | ||||||
October 2018 Note [Member] | |||||||
Notes payable | $ 59,105 | ||||||
Debt instrument, maturity date | May 5, 2019 | ||||||
Promissory note interest, percentage | 55.00% | ||||||
Gain on extinguishments of debt | $ 10,834 | ||||||
Interest expense | 0 | 339 | |||||
Note payable, processing fee | $ 895 | ||||||
Principal per business day, amount | 561 | ||||||
Repayment of note payable | $ 30,806 | ||||||
October 2018 Note [Member] | Third Party [Member] | |||||||
Notes payable | $ 60,000 | ||||||
October 2018 Note 1 [Member] | |||||||
Notes payable | $ 72,800 | ||||||
Debt instrument, maturity date | Oct. 4, 2019 | ||||||
Promissory note interest, percentage | 51.00% | ||||||
Interest expense | $ 8,563 | $ 8,563 | |||||
October 2018 Note 1 [Member] | First Six Months [Member] | |||||||
Principal per month, amount | $ 11,527 | ||||||
October 2018 Note 1 [Member] | Last Six Months [Member] | |||||||
Principal per month, amount | 6,795 | ||||||
October 2018 Note 1 [Member] | Third Party [Member] | |||||||
Notes payable | $ 72,800 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total notes payable | $ 67,159 | $ 67,159 |
Less: debt discount | ||
Total notes payable, net of debt discount | 67,159 | 67,159 |
Less: non-current portion | ||
Notes payable, current portion, net of debt discount | 67,159 | 67,159 |
December 2017 Note [Member] | ||
Total notes payable | ||
October 2018 Note [Member] | ||
Total notes payable | ||
October 2018 Note 1 [Member] | ||
Total notes payable | $ 67,159 | $ 67,159 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Oct. 11, 2018 | Oct. 04, 2018 | Dec. 02, 2017 | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock shares issued | 31,350,683 | 31,350,683 | |||
December 2017 Note [Member] | |||||
Notes payable | $ 50,000 | ||||
Interest bearing percentage | 15.00% | ||||
Debt due date | Dec. 1, 2020 | ||||
Common stock shares issued | 100,000 | ||||
Exercise price per share | $ 0.25 | ||||
Per month amount | $ 1,733 | ||||
December 2017 Note [Member] | Third Party [Member] | |||||
Notes payable | $ 50,000 | ||||
October 2018 Note [Member] | |||||
Notes payable | $ 59,105 | ||||
Interest bearing percentage | 55.00% | ||||
Debt due date | May 5, 2019 | ||||
Principal per business day, amount | $ 561 | ||||
October 2018 Note [Member] | Third Party [Member] | |||||
Notes payable | $ 60,000 | ||||
October 2018 Note 1 [Member] | |||||
Notes payable | $ 72,800 | ||||
Interest bearing percentage | 51.00% | ||||
Debt due date | Oct. 4, 2019 | ||||
October 2018 Note 1 [Member] | First Six Months [Member] | |||||
Per month amount | $ 11,527 | ||||
October 2018 Note 1 [Member] | Last Six Months [Member] | |||||
Per month amount | 6,795 | ||||
October 2018 Note 1 [Member] | Third Party [Member] | |||||
Notes payable | $ 72,800 |
Notes Payable to Related Part_3
Notes Payable to Related Parties (Details Narrative) - USD ($) | Dec. 31, 2019 | Sep. 27, 2019 | Jul. 25, 2019 | Jul. 18, 2019 | Jul. 10, 2019 | Jun. 03, 2019 | May 01, 2019 | Mar. 04, 2019 | Feb. 19, 2019 | Feb. 01, 2019 | Jan. 15, 2019 | Jan. 11, 2019 | Jan. 03, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 17, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 02, 2018 |
Notes payable principal balance | $ 2,404,200 | $ 2,318,700 | |||||||||||||||||
Agreement With a Related Party [Member] | Doheny Group [Member] | |||||||||||||||||||
Note for principal balance | $ 83,000 | $ 101,700 | $ 25,000 | $ 8,000 | $ 13,000 | $ 89,000 | $ 10,000 | $ 10,000 | $ 5,000 | $ 15,000 | $ 14,500 | $ 40,000 | $ 32,700 | $ 23,000 | $ 23,000 | $ 6,000 | |||
Debt instrument, maturity date | Dec. 31, 2020 | Sep. 27, 2020 | Jul. 25, 2020 | Jul. 18, 2020 | Jul. 10, 2020 | Jun. 3, 2020 | May 1, 2020 | Mar. 4, 2020 | Feb. 19, 2020 | Feb. 1, 2020 | Jan. 15, 2020 | Jan. 11, 2020 | Jan. 3, 2020 | Dec. 31, 2019 | Dec. 17, 2019 | ||||
August 2018, New Promissory Note [Member] | |||||||||||||||||||
Loan default penalty | 635,000 | ||||||||||||||||||
Debt instrument, missed payment | 20,000 | ||||||||||||||||||
Interest only payments, monthly | $ 50,500 | ||||||||||||||||||
Debt instrument, maturity date | Dec. 1, 2023 | ||||||||||||||||||
Accrued interest payments | $ 202,000 | ||||||||||||||||||
Principal and interest payments | $ 2,222,000 | ||||||||||||||||||
August 2018, New Promissory Note [Member] | Replacement of a Note [Member] | |||||||||||||||||||
Notes payable principal balance | $ 1,365,000 | ||||||||||||||||||
December 2018, New Promissory Note [Member] | Third Party [Member] | |||||||||||||||||||
Note for principal balance | $ 2,020,000 | ||||||||||||||||||
December 2018, New Promissory Note 1 [Member] | |||||||||||||||||||
Interest expense, related party debt | $ 151,500 | $ 151,500 |
Notes Payable to Related Part_4
Notes Payable to Related Parties - Schedule of Notes Payable to Related Parties (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total notes payable to related parties | $ 2,318,700 | $ 2,404,200 |
Less: non-current portion | (2,020,000) | (2,020,000) |
Notes payable to related parties, current portion | 298,700 | 384,200 |
August 2018 Note [Member] | ||
Total notes payable to related parties | 2,020,000 | 2,020,000 |
December 2018 [Member] | ||
Total notes payable to related parties | ||
December 2018 Note 1 [Member] | ||
Total notes payable to related parties | ||
January 2019 Note [Member] | ||
Total notes payable to related parties | ||
January 2019 Note 1 [Member] | ||
Total notes payable to related parties | ||
January 2019 Note 2 [Member] | ||
Total notes payable to related parties | 14,500 | |
February 2019 Note [Member] | ||
Total notes payable to related parties | 15,000 | |
February 2019 Note 1 [Member] | ||
Total notes payable to related parties | 5,000 | |
March 2019 Note [Member] | ||
Total notes payable to related parties | 10,000 | |
May 2019 Note [Member] | ||
Total notes payable to related parties | 20,000 | |
June 2019 Note [Member] | ||
Total notes payable to related parties | 89,000 | 89,000 |
July 2019 Note [Member] | ||
Total notes payable to related parties | 13,000 | |
July 2019 Note 1 [Member] | ||
Total notes payable to related parties | 8,000 | |
July 2019 Note 2 [Member] | ||
Total notes payable to related parties | 25,000 | 25,000 |
September 2019 Note [Member] | ||
Total notes payable to related parties | 101,700 | 101,700 |
December 2019 Note [Member] | ||
Total notes payable to related parties | $ 83,000 | $ 83,000 |
Notes Payable to Related Part_5
Notes Payable to Related Parties - Schedule of Notes Payable to Related Parties (Details) (Parenthetical) - USD ($) | Dec. 31, 2019 | Sep. 27, 2019 | Jul. 25, 2019 | Jul. 18, 2019 | Jul. 10, 2019 | Jun. 03, 2019 | May 01, 2019 | Mar. 04, 2019 | Feb. 19, 2019 | Feb. 02, 2019 | Jan. 15, 2019 | Jan. 11, 2019 | Jan. 03, 2019 | Dec. 31, 2018 | Dec. 17, 2018 | Dec. 01, 2018 | Dec. 02, 2018 |
August 2018 Note [Member] | |||||||||||||||||
Note for principal balance | $ 1,365,000 | ||||||||||||||||
Loan default penalty | $ 635,000 | ||||||||||||||||
Debt instrument, missed payment | 20,000 | ||||||||||||||||
Interest paid, monthly | $ 50,500 | ||||||||||||||||
Debt instrument, maturity date | Dec. 1, 2023 | ||||||||||||||||
August 2018 Note [Member] | Replacement of a Note [Member] | |||||||||||||||||
Principal payments, monthly | $ 765,000 | ||||||||||||||||
February 2018 Note [Member] | Replacement of a Note [Member] | |||||||||||||||||
Principal payments, monthly | 100,000 | ||||||||||||||||
March 2018 Note [Member] | Replacement of a Note [Member] | |||||||||||||||||
Principal payments, monthly | $ 500,000 | ||||||||||||||||
December 2018 Note [Member] | |||||||||||||||||
Note for principal balance | $ 6,000 | ||||||||||||||||
Debt instrument, maturity date | Dec. 17, 2019 | ||||||||||||||||
December 2018 [Member] | |||||||||||||||||
Note for principal balance | $ 23,000 | ||||||||||||||||
Debt instrument, maturity date | Dec. 13, 2019 | ||||||||||||||||
January 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 32,700 | ||||||||||||||||
Debt instrument, maturity date | Jan. 3, 2020 | ||||||||||||||||
January 2019 [Member] | |||||||||||||||||
Note for principal balance | $ 14,500 | $ 40,000 | |||||||||||||||
Debt instrument, maturity date | Jan. 15, 2020 | Jan. 11, 2020 | |||||||||||||||
February 2019 [Member] | |||||||||||||||||
Note for principal balance | $ 15,000 | ||||||||||||||||
Debt instrument, maturity date | Feb. 1, 2020 | ||||||||||||||||
February 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 5,000 | ||||||||||||||||
Debt instrument, maturity date | Feb. 19, 2020 | ||||||||||||||||
March 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 10,000 | ||||||||||||||||
Debt instrument, maturity date | Mar. 4, 2020 | ||||||||||||||||
May 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 20,000 | ||||||||||||||||
Debt instrument, maturity date | May 1, 2020 | ||||||||||||||||
June 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 89,000 | ||||||||||||||||
Debt instrument, maturity date | Jun. 3, 2020 | ||||||||||||||||
July 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 13,000 | ||||||||||||||||
Debt instrument, maturity date | Jul. 10, 2020 | ||||||||||||||||
July 2019 Note 1 [Member] | |||||||||||||||||
Note for principal balance | $ 8,000 | ||||||||||||||||
Debt instrument, maturity date | Jul. 18, 2020 | ||||||||||||||||
July 2019 Note 2 [Member] | |||||||||||||||||
Note for principal balance | $ 25,000 | ||||||||||||||||
Debt instrument, maturity date | Jul. 25, 2020 | ||||||||||||||||
September 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 101,700 | ||||||||||||||||
Debt instrument, maturity date | Sep. 27, 2020 | ||||||||||||||||
December 2019 Note [Member] | |||||||||||||||||
Note for principal balance | $ 83,000 | ||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2020 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Feb. 25, 2020USD ($) | Feb. 24, 2020USD ($) | Mar. 09, 2018USD ($) | May 06, 2016USD ($)shares | Aug. 07, 2015USD ($)Device$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Convertible debt | $ 42,035 | $ 18,535 | ||||||
Amortization of debt discount | 23,750 | $ 15,754 | ||||||
Expected Dividend Rate [Member] | ||||||||
Warrants measurement input, percent | Device | 0 | |||||||
Volatility [Member] | ||||||||
Warrants measurement input, percent | Device | 100 | |||||||
Risk Free Interest Rate [Member] | ||||||||
Warrants measurement input, percent | Device | 1.08 | |||||||
Convertible Debenture Due on August 7, 2017 [Member] | ||||||||
Interest bearing percentage | 7.50% | |||||||
Convertible debt | $ 15,000 | 7,500 | ||||||
Debt instrument, maturity date | Aug. 7, 2017 | |||||||
Percentage of accrued interest to be converted to common stock | 70.00% | |||||||
Debt instrument, convertible, terms of conversion feature | On August 7, 2015, the Company entered into an agreement with a third party non-affiliate and issued a 7.5% interest bearing convertible debenture for $15,000 due on August 7, 2017, with conversion features commencing after 180 days following the date of the note. Payments of interest only were due monthly beginning September 2015. The loan is convertible at 70% of the average of the closing prices for the common stock during the five trading days prior to the conversion date. | |||||||
Amortization of debt discount | $ 5,770 | |||||||
Conversion of debt | $ 7,500 | |||||||
Common stock conversion shares | shares | 30,000 | |||||||
Warrants outstanding | shares | 30,000 | |||||||
Warrants exercise prices | $ / shares | $ 0.50 | |||||||
Warrants, term | 3 years | |||||||
Additional discount on debt | $ 4,873 | |||||||
Interest expense | 141 | 141 | ||||||
Convertible Debenture Due on March 9, 2021 [Member] | ||||||||
Interest bearing percentage | 10.00% | |||||||
Convertible debt | $ 20,000 | 11,035 | ||||||
Debt instrument, maturity date | Mar. 9, 2021 | |||||||
Percentage of accrued interest to be converted to common stock | 61.00% | |||||||
Debt instrument, convertible, terms of conversion feature | The loan is convertible at 61% of the average of the closing prices for the common stock during the five trading days prior to the conversion date but may not be converted if such conversion would cause the holder to own more than 4.9% of outstanding common stock after giving effect to the conversion. | |||||||
Amortization of debt discount | $ 20,000 | |||||||
Interest expense | 500 | $ 500 | ||||||
Convertible Debenture Due on March 9, 2021 [Member] | Total Discount [Member] | ||||||||
Amortization of debt discount | 47,768 | |||||||
Convertible Debenture Due on March 9, 2021 [Member] | Expenses Related Beneficial Feature [Member] | ||||||||
Amortization of debt discount | $ 27,768 | |||||||
Convertible Debenture Due on December 24, 2020 [Member] | ||||||||
Interest bearing percentage | 12.00% | |||||||
Convertible debt | $ 112,750 | |||||||
Debt instrument, maturity date | Dec. 24, 2020 | |||||||
Debt instrument, convertible, terms of conversion feature | The loan is convertible at the lesser of (i) the lowest trading price during the previous twenty-five trading day periods ending on the latest complete trading day prior to the date of this note, and (ii) the variable conversion price. The "Variable Conversion Price" shall mean 50% multiplied by the market price. | |||||||
Amortization of debt discount | $ 12,750 | |||||||
Interest expense | 1,200 | |||||||
Convertible Debenture Due on November 24, 2020 [Member] | ||||||||
Interest bearing percentage | 10.00% | |||||||
Convertible debt | $ 75,000 | |||||||
Debt instrument, maturity date | Nov. 24, 2020 | |||||||
Interest expense | 600 | |||||||
Convertible Debenture Due on December 24, 2020 1 [Member] | ||||||||
Debt instrument, maturity date | Nov. 24, 2020 | |||||||
Debt instrument, convertible, terms of conversion feature | The loan is convertible at the lesser of (i) the lowest trading price during the previous twenty-five trading day periods ending on the latest complete trading day prior to the date of this note, (ii) 50% of the lowest traded price for the common stock on the principal market during the twenty-five consecutive trading days on which at least 100 shares of common stock were traded including and immediately preceding the conversion date. | |||||||
Amortization of debt discount | $ 15,000 | |||||||
Convertible Debenture Due on February 24, 2021 [Member] | ||||||||
Interest bearing percentage | 10.00% | |||||||
Convertible debt | $ 50,000 | |||||||
Debt instrument, maturity date | Feb. 24, 2021 | |||||||
Debt instrument, convertible, terms of conversion feature | The loan is convertible at the lesser of (i) 55% multiplied by the lowest trading price during the previous twenty-five trading day period ending on the latest complete trading prior to the date of this note or (ii) the variable conversion price. The "Variable Conversion Price" shall mean 55% multiplied by the market price. | |||||||
Amortization of debt discount | $ 6,750 | |||||||
Interest expense | $ 418 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Feb. 25, 2020 | Feb. 24, 2020 | Dec. 31, 2019 | Mar. 09, 2018 | Aug. 07, 2015 |
Total convertible notes payable | $ 265,250 | $ 27,500 | ||||
Less: debt discount | (223,215) | (8,965) | ||||
Total notes payable, net of debt discount | 42,035 | 18,535 | ||||
Less: non-current portion | (11,035) | |||||
Convertible notes payable, current portion, net of debt discount | 42,035 | 7,500 | ||||
Convertible Debenture Due on August 7, 2017 [Member] | ||||||
Total convertible notes payable | 7,500 | 7,500 | ||||
Less: debt discount | ||||||
Total notes payable, net of debt discount | 7,500 | $ 15,000 | ||||
Convertible Debenture Due on March 9, 2021 [Member] | ||||||
Total convertible notes payable | 20,000 | 20,000 | ||||
Less: debt discount | (8,965) | |||||
Total notes payable, net of debt discount | 11,035 | $ 20,000 | ||||
Convertible Debenture Due on December 24, 2020 [Member] | ||||||
Total convertible notes payable | 112,750 | |||||
Less: debt discount | ||||||
Total notes payable, net of debt discount | $ 112,750 | |||||
Convertible Debenture Due on November 24, 2020 [Member] | ||||||
Total convertible notes payable | 75,000 | |||||
Less: debt discount | ||||||
Total notes payable, net of debt discount | $ 75,000 | |||||
Convertible Debenture Due on February 24, 2021 [Member] | ||||||
Total convertible notes payable | $ 50,000 | |||||
Less: debt discount | ||||||
Total notes payable, net of debt discount | $ 50,000 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Feb. 25, 2020 | Feb. 24, 2020 | Mar. 09, 2018 | Aug. 07, 2015 | Mar. 31, 2020 | Dec. 31, 2019 |
Convertible notes | $ 42,035 | $ 18,535 | ||||
Convertible Debenture Due on August 7, 2017 [Member] | ||||||
Convertible notes | $ 15,000 | 7,500 | ||||
Interest bearing percentage | 7.50% | |||||
Convertible debt due date | Aug. 7, 2017 | |||||
Convertible Debenture Due on March 9, 2021 [Member] | ||||||
Convertible notes | $ 20,000 | 11,035 | ||||
Interest bearing percentage | 10.00% | |||||
Convertible debt due date | Mar. 9, 2021 | |||||
Convertible Debenture Due on December 24, 2020 [Member] | ||||||
Convertible notes | $ 112,750 | |||||
Interest bearing percentage | 12.00% | |||||
Convertible debt due date | Dec. 24, 2020 | |||||
Convertible Debenture Due on November 24, 2020 [Member] | ||||||
Convertible notes | $ 75,000 | |||||
Interest bearing percentage | 10.00% | |||||
Convertible debt due date | Nov. 24, 2020 | |||||
Convertible Debenture Due on February 24, 2021 [Member] | ||||||
Convertible notes | $ 50,000 | |||||
Interest bearing percentage | 10.00% | |||||
Convertible debt due date | Feb. 24, 2021 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Feb. 25, 2020USD ($)shares | Feb. 24, 2020USD ($)shares | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Feb. 29, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Aug. 31, 2015USD ($) |
Convertible debt | $ 42,035 | $ 18,535 | ||||||
Proceeds from convertible debt | $ 203,250 | |||||||
Derivative [Member] | Expected Dividend Rate [Member] | ||||||||
Debt measurement input, percent | 0 | 0 | ||||||
Derivative [Member] | Volatility [Member] | ||||||||
Debt measurement input, percent | 413 | 100 | ||||||
Derivative [Member] | Risk Free Interest Rate [Member] | ||||||||
Debt measurement input, percent | 2.90 | 0.61 | ||||||
Auctus Note [Member] | ||||||||
Convertible debt | $ 112,750 | |||||||
Debt instrument, maturity date | Dec. 24, 2020 | |||||||
Interest charge percentage | 12.00% | |||||||
Original issue discount | $ 12,750 | |||||||
Proceeds from convertible debt | $ 100,000 | |||||||
Number of warrants to purchase shares | shares | 1,127,500 | |||||||
Conversion price, description | Upon the occurrence of an event of default, as defined in the Auctus Note, the conversion price shall become equal to a 50% of the lowest traded price for the Company's common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 50% (the "Default Provision"). | |||||||
EMA Note [Member] | ||||||||
Convertible debt | $ 75,000 | |||||||
Debt instrument, maturity date | Nov. 24, 2020 | |||||||
Interest charge percentage | 10.00% | |||||||
Original issue discount | $ 15,000 | |||||||
Proceeds from convertible debt | $ 60,000 | |||||||
Conversion price, description | Upon the occurrence of an event of default, as defined in the EMA Note, the conversion price shall become equal to a 50% of the lowest traded price for the Company's common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 50% (the "Default Provision"). | |||||||
Crown Note [Member] | ||||||||
Convertible debt | $ 50,000 | |||||||
Debt instrument, maturity date | Feb. 24, 2021 | |||||||
Interest charge percentage | 10.00% | |||||||
Original issue discount | $ 6,750 | |||||||
Proceeds from convertible debt | $ 43,250 | |||||||
Number of warrants to purchase shares | shares | 416,666 | |||||||
Conversion price, description | Upon the occurrence of an event of default, as defined in the Crown Note, the conversion price shall become equal to a 55% of the lowest traded price for the Company's common stock in the 25 consecutive trading days preceding the notice of conversion and the balance due shall be multiplied by 55% (the "Default Provision"). | |||||||
August 2015 Convertible Debenture [Member] | Derivative [Member] | ||||||||
Convertible debt | $ 15,000 | |||||||
Interest bearing percentageConvertible debt, fair value | $ 15,000 | |||||||
Warrants, term | 1 year 6 months 29 days | |||||||
March 2018 Convertible Debenture [Member] | Derivative [Member] | ||||||||
Convertible debt | $ 20,000 | |||||||
Interest bearing percentageConvertible debt, fair value | $ 20,000 | |||||||
Warrants, term | 3 years 4 months 6 days | |||||||
February 2020 Note [Member] | Derivative [Member] | ||||||||
Convertible debt | $ 112,750 | |||||||
Interest bearing percentageConvertible debt, fair value | $ 112,750 | |||||||
Warrants, term | 9 months 29 days | |||||||
February 2020 Note [Member] | Derivative [Member] | Expected Dividend Rate [Member] | ||||||||
Debt measurement input, percent | 0 | |||||||
February 2020 Note [Member] | Derivative [Member] | Volatility [Member] | ||||||||
Debt measurement input, percent | 325 | |||||||
February 2020 Note [Member] | Derivative [Member] | Risk Free Interest Rate [Member] | ||||||||
Debt measurement input, percent | 2 | |||||||
February 2020 Note 1 [Member] | Derivative [Member] | ||||||||
Convertible debt | $ 75,000 | |||||||
Interest bearing percentageConvertible debt, fair value | $ 75,000 | |||||||
Warrants, term | 1 year | |||||||
February 2020 Note 1 [Member] | Derivative [Member] | Expected Dividend Rate [Member] | ||||||||
Debt measurement input, percent | 0 | |||||||
February 2020 Note 1 [Member] | Derivative [Member] | Volatility [Member] | ||||||||
Debt measurement input, percent | 325 | |||||||
February 2020 Note 1 [Member] | Derivative [Member] | Risk Free Interest Rate [Member] | ||||||||
Debt measurement input, percent | 2 | |||||||
February 2020 Note 2 [Member] | Derivative [Member] | ||||||||
Convertible debt | $ 50,000 | |||||||
Interest bearing percentageConvertible debt, fair value | $ 50,000 | |||||||
Warrants, term | 9 months | |||||||
February 2020 Note 2 [Member] | Derivative [Member] | Expected Dividend Rate [Member] | ||||||||
Debt measurement input, percent | 0 | |||||||
February 2020 Note 2 [Member] | Derivative [Member] | Volatility [Member] | ||||||||
Debt measurement input, percent | 325 | |||||||
February 2020 Note 2 [Member] | Derivative [Member] | Risk Free Interest Rate [Member] | ||||||||
Debt measurement input, percent | 2 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative liability | $ 488,889 | $ 29,907 |
August 2015 Convertible Debt [Member] | ||
Derivative liability | 6,358 | 6,358 |
March 2018 Convertible Debt [Member] | ||
Derivative liability | 23,549 | 23,549 |
February 2020 Convertible Debt [Member] | ||
Derivative liability | 205,021 | |
February 2020 Convertible Debt 1 [Member] | ||
Derivative liability | 106,248 | |
February 2020 Convertible Debt 2 [Member] | ||
Derivative liability | $ 147,713 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Derivative Liabilities (Details) (Parenthetical) - USD ($) | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Mar. 31, 2018 | Aug. 31, 2015 |
Convertible debt | $ 42,035 | $ 18,535 | |||
August 2015 Convertible Debenture [Member] | Derivative [Member] | |||||
Convertible debt | $ 15,000 | ||||
March 2018 Convertible Debenture [Member] | Derivative [Member] | |||||
Convertible debt | $ 20,000 | ||||
February 2020 Note [Member] | Derivative [Member] | |||||
Convertible debt | $ 112,750 | ||||
February 2020 Note 1 [Member] | Derivative [Member] | |||||
Convertible debt | 75,000 | ||||
February 2020 Note 2 [Member] | Derivative [Member] | |||||
Convertible debt | $ 50,000 |
Derivative Liabilities - Sche_3
Derivative Liabilities - Schedule of Revalue of Derivatives Using Black Scholes Model (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative liability, beginning balance | $ 29,907 | |
Additions | 237,750 | |
Changes | $ (1,832) | |
Derivative liability, ending balance | 488,889 | |
August 2015 Convertible Debt [Member] | ||
Derivative liability, beginning balance | 6,358 | |
Additions | ||
Changes | ||
Derivative liability, ending balance | 6,358 | |
March 2018 Convertible Debt [Member] | ||
Derivative liability, beginning balance | 23,549 | |
Additions | ||
Changes | ||
Derivative liability, ending balance | 23,549 | |
February 2020 Convertible Note [Member] | ||
Derivative liability, beginning balance | ||
Additions | 112,750 | |
Changes | 92,271 | |
Derivative liability, ending balance | 205,021 | |
February 2020 Convertible Note 1 [Member] | ||
Derivative liability, beginning balance | ||
Additions | 75,000 | |
Changes | 31,248 | |
Derivative liability, ending balance | 106,248 | |
February 2020 Convertible Note 2 [Member] | ||
Derivative liability, beginning balance | ||
Additions | 50,000 | |
Changes | 97,713 | |
Derivative liability, ending balance | $ 147,713 |
Derivative Liabilities - Sche_4
Derivative Liabilities - Schedule of Revalue of Derivatives Using Black Scholes Model (Details) (Parenthetical) - USD ($) | Mar. 31, 2020 | Feb. 28, 2020 | Dec. 31, 2019 | Mar. 31, 2018 | Aug. 31, 2015 |
Convertible debt | $ 42,035 | $ 18,535 | |||
August 2015 Convertible Debenture [Member] | Derivative [Member] | |||||
Convertible debt | $ 15,000 | ||||
March 2018 Convertible Debenture [Member] | Derivative [Member] | |||||
Convertible debt | $ 20,000 | ||||
February 2020 Convertible Debt [Member] | Derivative [Member] | |||||
Convertible debt | $ 112,750 | ||||
February 2020 Convertible Debt 1 [Member] | Derivative [Member] | |||||
Convertible debt | 75,000 | ||||
February 2020 Convertible Debt 2 [Member] | Derivative [Member] | |||||
Convertible debt | $ 50,000 |
Accrued Royalty Payable (Detail
Accrued Royalty Payable (Details Narrative) - USD ($) | Dec. 02, 2018 | Aug. 01, 2018 | Nov. 01, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Notes payable - related party | $ 298,700 | $ 384,200 | ||||
Royalty fee and expense | $ 0 | $ 15,300 | ||||
November 2017 Royalty Agreement [Member] | ||||||
Notes payable - related party | $ 900,000 | |||||
Royalty fee description | Under the royalty agreement, the Company is required to pay a royalty fee of from $1.50 to $3.00 per month for every ignition interlock devise that the Company has on the road in customers' vehicles, the amount depending on how many devices are installed. | |||||
August 2018, Royalty Agreement [Member] | ||||||
Notes payable - related party | $ 1,365,000 | |||||
Royalty fee description | This note replaced the November 2017 Royalty Agreement as well as other, non-royalty notes payable. Under the royalty agreement, the Company is required to pay $1.50 and accrue an additional $3.50 for every ignition interlock devise for the first nine months of the note payable. After the first nine months, the Company is required to pay $1.50 per devise and the amount accrued during the first nine months will be paid monthly through the next twelve months. After the note payable is paid in full, the Company is required to pay $3.00 per devise in perpetuity. | |||||
December 2018 Royalty Agreement [Member] | ||||||
Notes payable - related party | $ 2,020,000 | |||||
Royalty fee description | This note replaced the August 2018 Royalty Agreement. Under the royalty agreement, the Company is required to pay a royalty fee of $5.00 per month for every ignition interlock device that the Company has on the road in customers' vehicles. |
Accrued Royalty Payable - Sched
Accrued Royalty Payable - Schedule of Accrued Royalty Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total accrued royalties | $ 71,465 | |
November 2017 Royalty Agreement [Member] | ||
Total accrued royalties | 3,326 | |
August 2018 Royalty Agreement [Member] | ||
Total accrued royalties | 18,058 | |
December 2018 Royalty Agreement [Member] | ||
Total accrued royalties | $ 50,081 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2017 | Dec. 31, 2019 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 31,350,683 | 31,350,683 | |
Common Stock [Member] | |||
Number of preferred stock shares issued, value | $ 0 | ||
Common Stockholders [Member] | |||
Common stock voting rights | Holders of common stock are entitled to one vote for each share held. | ||
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, voting rights | Series A Preferred stock will have one hundred (100) votes on all matters | ||
Series A Preferred Stock [Member] | Material Definitive Agreement [Member] | Officer and Director [Member] | |||
Stock issued during period, shares | 1,000,000 | ||
Number of preferred stock shares issued, value | $ 350,000 |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) - Warrant [Member] | Mar. 31, 2020$ / shares |
Minimum [Member] | |
Warrant expiration | 3 years |
Warrants exercise prices | $ 0.10 |
Maximum [Member] | |
Warrant expiration | 4 years |
Warrants exercise prices | $ 1 |
Stock Warrants - Schedule of Wa
Stock Warrants - Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warrants for common shares, outstanding, beginning balance | 5,677,586 | 5,677,586 |
Warrants for common shares, Granted | 1,544,166 | |
Warrants for common shares, Exercised | ||
Warrants for common shares, Forfeited, cancelled, expired | ||
Warrants for common shares, Outstanding, ending balance | 7,221,752 | 5,677,586 |
Weighted average exercise price, beginning balance | $ 0.60 | $ 0.60 |
Weighted average exercise price, Granted | 0.07 | |
Weighted average exercise price, Exercised | ||
Weighted average exercise price, Forfeited, cancelled, expired | ||
Weighted average exercise price, ending balance | $ 0.49 | $ 0.60 |
Weighted Average Remaining Contractual Life Warrants Outstanding, Beginning | 2 years 4 months 24 days | 2 years 4 months 24 days |
Weighted Average Remaining Contractual Life Warrants Outstanding, Granted | 9 months 18 days | 26 days |
Weighted Average Remaining Contractual Life Warrants Outstanding Ending | 2 years 22 days | 2 years 4 months 24 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 621,497 | $ 621,497 |
Aggregate Intrinsic Value, grant | ||
Aggregate Intrinsic Value Outstanding Ending | $ 621,497 | $ 621,497 |
Income (Loss) Per Share - Sched
Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Total anti-dilutive weighted average shares | 7,221,752 | 6,945,961 |
Preferred Shares [Member] | ||
Total anti-dilutive weighted average shares | ||
Convertible Notes [Member] | ||
Total anti-dilutive weighted average shares | 408,375 | |
Warrants [Member] | ||
Total anti-dilutive weighted average shares | 7,221,752 | 6,537,586 |
Options [Member] | ||
Total anti-dilutive weighted average shares |
Income (Loss) Per Share - Sch_2
Income (Loss) Per Share - Schedule of Dilutive Securities of Common Shares Outstanding (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Total potential shares | 38,572,435 |
Common Shares [Member] | |
Total potential shares | 31,350,683 |
Preferred Shares [Member] | |
Total potential shares | |
Convertible Notes [Member] | |
Total potential shares | |
Warrants [Member] | |
Total potential shares | 7,221,752 |
Options [Member] | |
Total potential shares |