Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 16, 2018 | |
Details | ||
Registrant Name | LAS VEGAS XPRESS, INC. | |
Registrant CIK | 1,697,935 | |
SEC Form | 10-Q | |
Period End date | Sep. 30, 2018 | |
Fiscal Year End | --12-31 | |
Trading Symbol | lvxi | |
Tax Identification Number (TIN) | 880,203,182 | |
Number of common stock shares outstanding | 711,258,471 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Name | Nevada | |
Entity Address, Address Line One | 9480 S. Eastern Ave | |
Entity Address, Address Line Two | Suite 205 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89,123 | |
City Area Code | (702) | |
Local Phone Number | 481-2343 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 3,259 | $ 56,983 |
Prepaid expense | 378 | 0 |
Deposits | 0 | 235 |
Total current assets | 3,637 | 57,218 |
Property and equipment, net | 125,000 | 125,000 |
Total assets | 128,637 | 182,218 |
Current liabilities | ||
Accounts payable | 75,873 | 44,117 |
Accrued expenses | 940,462 | 305,961 |
Unearned revenue | 3,461 | 3,042 |
Notes payable to related parties | 414,089 | 379,153 |
Notes payable | 3,950 | 0 |
Convertible notes payable (net of debt discount of $80,542 and $324,121, respectively) | 374,158 | 45,779 |
Derivative liability | 3,452,179 | 1,787,063 |
Total current liabilities | 5,264,172 | 2,565,115 |
Total liabilities | 5,264,172 | 2,565,115 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity (deficit) | ||
Preferred Stock | 1 | 1 |
Common Stock | 1,013 | 1 |
Additional paid-in capital | 17,343,236 | 12,968,634 |
Accumulated (deficit) | (22,479,785) | (15,351,533) |
Total stockholders' equity (deficit) | (5,135,535) | (2,382,897) |
Total liabilities and stockholders' equity (deficit) | $ 128,637 | $ 182,218 |
Balance Sheets - Parenthetical
Balance Sheets - Parenthetical - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Debt Instrument, Unamortized Discount | $ 80,542 | $ 324,121 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 2,011,000 | 2,011,000 |
Preferred Stock, Shares Issued | 98,800 | 98,800 |
Preferred Stock, Shares Outstanding | 98,800 | 98,800 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock, Shares, Issued | 101,258,471 | 118,049 |
Common Stock, Shares, Outstanding | 101,258,471 | 118,049 |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Details | ||||
Revenues | $ 0 | $ 0 | $ 13,145 | $ 32,259 |
Cost of sales | 0 | 0 | (8,754) | (46,051) |
Gross loss | 0 | 0 | 4,391 | (13,792) |
Operating Expenses: | ||||
Compensation and payroll taxes | 1,370,921 | 137,569 | 3,989,669 | 391,274 |
Selling, general and administrative | 42,408 | 72,429 | 167,875 | 272,977 |
Professional fees | 178,147 | 101,313 | 609,996 | 565,438 |
Total expenses | 1,591,476 | 311,311 | 4,767,540 | 1,229,689 |
Loss from operations | (1,591,476) | (311,311) | (4,763,149) | (1,243,481) |
Other Nonoperating Income (Expense) | ||||
Excess derivative liability expense | 0 | 0 | 1,317,269 | 0 |
Interest expense | (141,822) | (133,630) | (881,718) | (727,727) |
Interest expense | 0 | (629,270) | 0 | (629,270) |
Gain (loss) on change in value of derivative liability | (2,625,026) | 1,764 | (2,800,655) | (7,789) |
Total other income (expense) | (2,766,848) | (761,136) | (2,365,104) | (1,364,786) |
Net income (loss) from operations before provision for income taxes | (4,358,325) | (1,072,447) | (7,128,252) | (2,608,267) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (4,358,325) | $ (1,072,447) | $ (7,128,252) | $ (2,608,267) |
Net income (loss) per share, basic and diluted | $ (9.6214) | $ (22.997) | $ (2.703) | $ (59.821) |
Weighted average number of common shares outstanding, basic and diluted | 452,982 | 46,635 | 2,636,921 | 43,601 |
Statements of Shareholders' Equ
Statements of Shareholders' Equity - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2016 | $ 0 | $ 1 | $ 8,286,593 | $ (7,966,161) | $ 320,434 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 | 41,671 | 98,798 | |||
Stock issued for services | $ 0 | $ 0 | 280,150 | 0 | 280,150 |
Stock issued for services - shares | 3,292 | ||||
Stock issued for notes and interest conversion | $ 0 | 0 | 672,952 | 0 | 672,952 |
Stock issued for notes and interest conversion - shares | 16,037 | ||||
Stock issued for cash and warrants | $ 0 | 0 | 498,940 | 0 | 498,940 |
Stock issued for cash and warrants - shares | 3,436 | ||||
Stock issued for warrant exercise | $ 0 | 0 | 180,000 | 0 | 180,000 |
Stock issued for warrant exercise - shares | 240 | ||||
Stock issued for shares exchange | $ 0 | 0 | 0 | 0 | |
Stock issued for shares exchange - shares | 377 | ||||
Stock issued for compensation | $ 1 | $ 0 | 3,049,999 | 3,050,000 | |
Stock issued for compensation - shares | 53,000 | 4 | |||
Stock cancelled | $ 0 | $ 0 | 0 | 0 | 0 |
Stock cancelled - shares | (3) | (2) | |||
Net Income (Loss) | $ 0 | $ 0 | 0 | (2,608,267) | (2,608,267) |
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2017 | $ 1 | $ 1 | 12,968,634 | (15,351,533) | (2,382,897) |
Shares, Outstanding, Ending Balance at Sep. 30, 2017 | 118,049 | 98,800 | |||
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017 | (2,382,897) | ||||
Stock issued for cash | $ 1 | $ 0 | 52,999 | 0 | 53,000 |
Stock issued for cash - shares | 53,000 | ||||
Stock issued for services | $ 100 | 0 | 229,900 | 0 | 230,000 |
Stock issued for services - shares | 10,025,000 | ||||
Stock issued for notes and interest conversion | $ 3 | 0 | 192,586 | 0 | 192,589 |
Stock issued for notes and interest conversion - shares | 292,052 | ||||
Stock issued for compensation | $ 908 | 0 | 3,499,117 | 0 | 3,500,025 |
Stock issued for compensation - shares | 90,769,617 | ||||
Warrants Expense | 400,000 | 0 | 400,000 | ||
Stock split adjustment | 0 | 0 | 0 | ||
Stock Issued During Period, Shares, Reverse Stock Splits | 753 | ||||
Net Income (Loss) | $ 0 | 0 | 0 | (7,128,252) | (7,128,252) |
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2018 | $ 1,013 | $ 1 | $ 17,343,236 | $ (22,479,785) | $ (5,135,535) |
Shares, Outstanding, Ending Balance at Sep. 30, 2018 | 101,258,471 | 98,800 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Income (Loss) | $ (7,128,252) | $ (2,608,267) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ||
Amortization of Debt Discount (Premium) | 80,542 | 156,330 |
Stock Issued During Period, Value, Issued for Services | 230,000 | 130,000 |
Common stock issued for compensation | 3,505,927 | 26,889 |
Derivative expense related to convertible note payable | 2,800,655 | 88,395 |
Gain on change in fair value of derivative liability | (1,317,269) | 0 |
Warrant expense | 400,000 | 499,196 |
Changes in operating assets and liabilities: | ||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 1,198,263 | 182,653 |
Increase (Decrease) in Deferred Revenue | (419) | 1,107 |
Increase (Decrease) in Deposits | 143 | (11,960) |
Net cash used in operating activities | (230,410) | (1,535,657) |
Net Cash Provided by (Used in) Investing Activities | ||
Purchases of property and equipment | 0 | 708,160 |
Net Cash Provided by (Used in) Investing Activities | 0 | 708,160 |
Net Cash Provided by (Used in) Financing Activities | ||
Repayments on convertible notes payable | (140,200) | (82,000) |
Proceeds from convertible notes payable | 225,000 | 19,100 |
Repayments on related party notes payable | (8,450) | (53,344) |
Proceeds from related party notes payable | 43,386 | 145,272 |
Repayments on notes payable | (2,050) | 0 |
Proceeds from on notes payable | 6,000 | 0 |
Proceeds from exercise of warrant | 0 | 180,000 |
Proceeds from stock purchases | 53,000 | 421,000 |
Net Cash Provided by (Used in) Financing Activities | 176,686 | 630,028 |
Cash and Cash Equivalents, Period Increase (Decrease) | (53,724) | (197,469) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 56,983 | 202,169 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 3,259 | 4,700 |
Supplemental Cash Flow Information | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 0 | 0 |
Income Taxes Paid, Net | 0 | 0 |
Supplemental disclosure of non-cash investing and financing transactions: | ||
Conversion of notes payable and accrued interest to capital | 140,200 | 88,395 |
Debt discount on convertible notes | $ 243,579 | $ 205,224 |
(1) Organization and Descriptio
(1) Organization and Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(1) Organization and Description of Business | (1) Organization and description of business Summary of Significant Accounting Policies Going Concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has net losses of $7,128,252 for the nine months ended September 30, 2018. The Company also has an accumulated deficit of $22,479,785, and a negative working capital of $5,260,535 as of September 30, 2018, as well as outstanding convertible notes payable of $454,700, before debt discount of $80,542. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Companys ability to continue as a going concern. Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Basis of Financial Statement Presentation: The accompanying unaudited interim financial statements of Las Vegas Xpress, Inc. (the "Company") have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017. Risks and Uncertainties: The Company operates in an industry that is subject to intense competition and potential government regulations. Significant changes in regulations and the inability of the Company to establish contracts with rail services providers could have a materially adverse impact on the Companys operations. Use of Estimates: The preparation of financial statements in conformity with GAAP 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 revenues and expenses during the reported periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2018 and December 31, 2017, the Company had $3,259 and $56,983 in cash and cash equivalents, respectively. Property and Equipment: Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. The Company expenses all purchases of equipment with individual costs of under $500, and these amounts are not material to the financial statements. As of September 30, 2018, we recorded the rail cars on the balance sheet at $125,000, net of accumulated depreciation. The rail cars are currently not depreciated as they are not in service and not ready to run. The rail cars require substantial investment to retrofit. Long-Lived Assets: In accordance with FASB ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Companys management believes there has been no impairment of its long-lived assets during the nine months ended September 30, 2018, or 2017. There can be no assurance, however, that market conditions will not change or demand for the Companys business model will continue. Either of these could result in future impairment of long-lived assets. No impairment loss was recognized for the nine months ended September 30, 2018 and 2017. Related Parties The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions (see Note 4). Income Taxes: Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of September 30, 2018, and December 31, 2017, the Company has not established a liability for uncertain tax positions. Basic and Diluted Loss per Share: In accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 260, Earnings per Share, the basic income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. Common stock equivalents have not been included in the earnings per share computation for the nine months ended September 30, 2018, and 2017 as the amounts are anti-dilutive. As of September 30, 2018, the Company had 2,996 outstanding warrants and convertible debt of $454,700, before debt discount of $80,542, which were all excluded from the computation as they were anti-dilutive and are convertible into 23,552,877 shares of common stock. As of December 31, 2017, the Company had 2,996 outstanding warrants and convertible debt of $369,900, before debt discount of $324,121, which were all excluded from the computation as they were anti-dilutive. Revenue Recognition The Company recognizes revenue from the sale of products and services in accordance with ASC 606, Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; b. the entitys performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entitys performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. Since the Companys revenues are generated when products are sold with no remaining obligations on the part of the Company, revenue is recognized at the time of sale. Fair Value of Financial Instruments The Companys financial instruments consist primarily of cash, prepaid expense, deferred financing cost, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at September 30, 2018, and December 31, 2017, measured at fair value on a recurring basis: September 30, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,452,179 $ 3,452,179 December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,787,063 $ 1,787,063 Share Based Payments: The Company issues stock, options, and warrants as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance FASB ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. During the nine months ended September 30, 2018 and 2017, the Company incurred $3,500,025 and $0 in stock-based compensation to employees and directors. The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: ( a b The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. The Company values warrants using the Black-Scholes option pricing model. Assumptions used to value options and warrants issued during the nine months ended September 30, 2018 were as follows: Variables Values Stock price $0.1500 Exercise Price $697.29 Term 1.41-2.58 years Risk Free Rate 0.25% Volatility 806.8% - 618.2% During the nine months ended September 30, 2018 and 2017, the Company incurred $230,000 and $130,000 for common stock issued for outside services. New Accounting Pronouncements: None. |
(3) Property and Equipment
(3) Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(3) Property and Equipment | (3) Property and Equipment Property and equipment consisted of the following. September 30, December 31, 2018 2017 Rail cars (not in service) $ 125,000 $ 125,000 Less: accumulated depreciation - - $ 125,000 $ 125,000 Based on management analysis as of September 30, 2018 and December 31, 2017, there is no indication of impairment. |
(4) Related Party Notes Payable
(4) Related Party Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(4) Related Party Notes Payable | (4) Related Party Notes Payable A summary of outstanding notes payable is as follows: September 30, December 31, 2018 2017 Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand $ 50,010 $ 49,910 Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand 39,101 39,101 Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand 69,794 74,044 Promissory note, dated September 30, 2015, bearing no interest, payable on demand 192,940 154,998 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand 59,044 53,700 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand 3,200 7,400 $ $ 414,089 $ 379,153 During the nine months ended September 30, 2018, the Company repaid $4,200 of promissory note dated September 30, 2017 to Wanda Witoslawski (the Chief Financial Officer of the Company), leaving the balance outstanding of $3,200 as of September 30, 2018. During the nine months ended September 30, 2018, the Company borrowed $100 of promissory note dated December 15, 2015 to Wanda Witoslawski (the Chief Financial Officer of the Company), leaving the balance outstanding of $50,010 as of September 30, 2018. During the nine months ended September 30, 2018, the Company borrowed $37,942 of promissory note dated September 30, 2017 to Las Vegas Railway Express, Inc., leaving the balance outstanding of $192,940 as of September 30, 2018. During the nine months ended September 30, 2018, the Company added $5,344 to the promissory note dated September 30, 2017 to Allegheny Nevada Holdings Corporation (Michael A. Barron, the CEO and President of the Company, is a 100% owner and President of Allegheny Nevada Holdings Corporation), leaving the balance outstanding of $59,044 as of September 30, 2018. During the nine months ended September 30, 2018, the Company repaid $4,250 of promissory note dated December 15, 2015 to Dianne David, leaving the balance outstanding of $69,794 as of September 30, 2018. |
(5) Convertible Notes Payable
(5) Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(5) Convertible Notes Payable | (5) Convertible Notes Payable The following summarizes the book value of the convertible notes payable outstanding as of September 30, 2018 and December 31, 2017: September 30, December 31, 2018 2017 Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year, convertible to common stock at a discount of 40% of the lowest traded price of the common stock during 45 trading days prior to the conversion date. 19,100 19,100 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand, convertible to common stock at the discount of 35% of the lowest traded price of the common stock during 20 trading days prior to the conversion 12,000 40,800 Promissory note, dated November 1, 2017, bearing interest of 12% annually, payable on August 10, 2018, convertible to common stock at a discount of 42% of the lowest two traded prices of the common stock during the 15 trading days prior to the conversion date. - 45,000 Promissory note, dated November 27, 2017, with principal amount of $85,000 and aggregate purchase price of $79,900 , bearing interest of 12% annually, payable within a year, convertible to common stock at the conversion price equal to the lower of (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 50% of either the lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding the conversion date 79,450 85,000 Promissory note, dated December 18, 2017, bearing interest of 12% annually, payable within a year convertible at a conversion rate equal to 50% of the lowest of: (i) the lowest trading price during the twenty trading days prior to the conversion, or (ii) the lowest trading price during the 20 trading days preceding the date of this note 7,150 40,000 Promissory note, dated December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018, convertible to common stock at a discount of 50% of the lowest two traded prices of the common stock during the 25 trading days prior to the conversion date. 112,000 112,000 Promissory note, dated December 21, 2017, bearing interest of 12% annually, payable on September 30, 2018, convertible to common stock at a discount of 49% of the lowest two traded prices of the common stock during the 30 trading days prior to the conversion date. - 28,000 Promissory note, dated April 17, 2018, bearing interest of 8% annually, payable on October 17, 2019, convertible to common stock at $15 75,000 Promissory note, dated April 20, 2018, bearing interest - of 12% annually, payable on April 20, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date. 50,000 - Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date. 50,000 - Promissory note, dated May 14, 2018, bearing interest of 12% annually, payable on November 14, 2018, convertible to common stock at a discount of 55% of the average of 2 lowest traded prices of the common stock during the 30 trading days prior to the conversion date. 50,000 - Convertible notes before debt discount 454,700 369,900 Less debt discount (80,542) (324,121) Total outstanding convertible notes payable $ 374,158 $ 45,779 |
(6) Note Payable
(6) Note Payable | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(6) Note Payable | (6) Notes Payable On June 27, 2018, the Company issued a promissory note to an investor for $4,100 payable by December 27, 2018 with $615 in interest expense. On September 28, 2018, the Company issued a promissory note to the investor for $1,900 payable by March 27, 2019 with $285 in interest expense. |
(7) Derivative Instruments
(7) Derivative Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(7) Derivative Instruments | (7) Derivative Instruments The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2018 and December 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in September 30, 2018 and December 31, 2017: Nine Months Ended Year Ended September 30, 2018 December 31, 2017 Expected term 0.1- 0.58 years 0.4 0.96 years Expected average volatility 987.1 % 313.6 % Expected dividend yield - - Risk-free interest rate 1.65 2.97 % 1.28 1.76 % The Company valued the conversion feature using the Black-Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible as of September 30, 2018 amounted to $3,452,179. During the nine months ended September 30, 2018, $80,542 of the value assigned to the derivative liability was recognized as a debt discount to the convertible notes and $1,135,539 was recorded as loss on change in fair value of derivative liability. Nine Months Ended September 30, 2018 Year Ended December 31, 2017 Conversion Feature Conversion Feature of of Notes Payable Notes Payable Beginning balance, January 1 1,787,063 - Reclassification to equity - 1,079,942 Change in value of derivative liability 2,800,655 707,121 Excess derivative liability expense (1,135,539) - Ending balance $ 3,452,179 $ 1,787,063 |
(8) Equity
(8) Equity | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(8) Equity | (8) Equity Common and Preferred Stock The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A, 10,000 shares of preferred A-2, 1,000,000 shares of preferred B and 1,000 shares of preferred C class. The increase in authorized shares of common stock from 500,000,000 to 1,000,000,000 was approved by the shareholders and Board of Directors on September 27, 2017. The increase from 1,000,000,000 to 3,000,000,000 shares was effective December 12, 2017, the increase from 3,000,000,000 to 5,000,000,000 shares was effective March 21, 2018 and the increase from 5,000,000,000 to 10,000,000,000 was effective May 17, 2018. As of September 17, 2018, a reverse stock split in the ratio 5,000 for 1 share and the name change from X Rail Entertainment, Inc. to Las Vegas Xpress, Inc. was effective. During the nine months ended September 30, 2018, the Company issued an aggregate of 90,769,617 shares of common stock for compensation of $3,505,927 and 10,025,000 shares of common stock for outside services of $230,000. During the nine months ended September 30, 2017, the Company issued an aggregate of 292 shares of common stock for services resulting in an expense of $130,000. During the nine months ended September 30, 2018, the Company issued 292,052 shares of common stock for note and interest conversion of $192,588. During the nine months ended September 30, 2017 the Company issued 4,346 shares of common stock for the conversion of $88,395 of outstanding notes payable and interest. There were no warrants exercised during the nine months ended September 30, 2018. During the nine months ended September 30, 2017, the Company issued 2,400 shares of common stock for the exercise of warrant. During the nine months ended September 30, 2018, the Company has issued 53,000 shares of common stock for cash of $53,000. During the nine months ended September 30, 2017, the Company issued 2,324 shares of common stock for cash of $421,000. During the nine months ended September 30, 2017, the Company cancelled 2 shares of preferred stock series A-2 issued to Michael Barron and issued to him 4 shares of preferred stock series C. Each share of preferred stock series C is not convertible into common stock shares. Total aggregate issued shares of series C preferred stock, at any given time, have voting rights equal to four times the sum of the total number of shares of common stock and total number of shares of preferred stock series A, A-2 and B which are issued and outstanding at the time of voting. W arrants The Company accounted for the issuance of warrants in conjunction from the issuance of convertible notes as an equity instrument and recognized the warrants under the Black-Scholes valuation model based on the companys market share price on the grant date. The warrants were granted for compensation. The below table summarizes warrant activity during the nine months ended September 30, 2018: Number of Shares Weighted- Average Exercise Price Balances as of December 31, 2017 1,436 $ 750.00 Granted 1,140 $ 12.10 Exercised - - Forfeited - - Balances as of September 30, 2018 2,576 $ 423.46 The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the nine months ended September 30, 2018 and 2017: Nine Months Ended September 30, 2018 2017 Exercise price $ 423.46 $750 Expected term 1.41 2.58 years 1.88-2.9 years Expected average volatility 742.95 % 642.19 % Expected dividend yield - - The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2018: Warrants Outstanding Warrants Exercisable Weighted Average Number Remaining Contractual Weighted Average Number Weighted Average of Shares life (in years) Exercise Price of Shares Exercise Price 2,576 1.63 $ 423.46 2,576 $ 423.46 Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Companys stock exceeded the exercise price of the warrants at September 30, 2018, for those warrants for which the quoted market price was in excess of the exercise price (in-the-money warrants). As of September 30, 2018, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.15 on September 30, 2018. The Company values warrants using the Black-Scholes option pricing model. Assumptions used in the Black-Scholes model to value options and warrants issued during the nine months ended September 30, 2018 were as follows: Variables Values Stock price $0.1500 Exercise Price $697.29 Term 1.41-2.58 years Risk Free Rate 0.25% Volatility 806.8% - 618.2% |
(9) Related Party Transactions
(9) Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(9) Related Party Transactions | (9) Related Party Transactions During the nine months ended September 30, 2018, the Company repaid $4,200 of promissory note dated September 30, 2017 to Wanda Witoslawski (the Chief Financial Officer of the Company), leaving the balance outstanding of $3,200 as of September 30, 2018. During the nine months ended September 30, 2018, the Company borrowed $100 of promissory note dated December 15, 2015 from Wanda Witoslawski (the Chief Financial Officer of the Company), leaving the balance outstanding of $50,010 as of September 30, 2018. During the nine months ended September 30, 2018, the Company borrowed $37,942 of promissory note dated September 30, 2017 to Las Vegas Railway Express, Inc., leaving the balance outstanding of $192,940 as of September 30, 2018. During the nine months ended September 30, 2018, the Company added $5,344 to the promissory note dated September 30, 2017 to Allegheny Nevada Holdings Corporation (Michael A. Barron, the CEO and President of the Company, is a 100% owner and President of Allegheny Nevada Holdings Corporation), leaving the balance outstanding of $59,044 as of September 30, 2018. During the nine months ended September 30, 2018, the Company repaid $4,250 of promissory note dated December 15, 2015 to Dianne David, leaving the balance outstanding of $69,794 as of September 30, 2018. |
(10) Subsequent Events
(10) Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Notes | |
(10) Subsequent Events | (10) Subsequent Events In October 2018, the Company issued 550,000,000 shares of common stock for compensation to management and 60,000,000 shares of common stock for outside services. |
(1) Organization and Descript_2
(1) Organization and Description of Business: Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Going Concern: | Going Concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has net losses of $7,128,252 for the nine months ended September 30, 2018. The Company also has an accumulated deficit of $22,479,785, and a negative working capital of $5,260,535 as of September 30, 2018, as well as outstanding convertible notes payable of $454,700, before debt discount of $80,542. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Companys ability to continue as a going concern. Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
(1) Organization and Descript_3
(1) Organization and Description of Business: Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with GAAP 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 revenues and expenses during the reported periods. Actual results could differ from those estimates. |
(1) Organization and Descript_4
(1) Organization and Description of Business: Cash and Cash Equivalents, Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2018 and December 31, 2017, the Company had $3,259 and $56,983 in cash and cash equivalents, respectively. |
(1) Organization and Descript_5
(1) Organization and Description of Business: Property and Equipment (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Property and Equipment: | Property and Equipment: Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service. The Company expenses all purchases of equipment with individual costs of under $500, and these amounts are not material to the financial statements. As of September 30, 2018, we recorded the rail cars on the balance sheet at $125,000, net of accumulated depreciation. The rail cars are currently not depreciated as they are not in service and not ready to run. The rail cars require substantial investment to retrofit. |
(1) Organization and Descript_6
(1) Organization and Description of Business: Long-lived Assets (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Long-lived Assets: | Long-Lived Assets: In accordance with FASB ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Companys management believes there has been no impairment of its long-lived assets during the nine months ended September 30, 2018, or 2017. There can be no assurance, however, that market conditions will not change or demand for the Companys business model will continue. Either of these could result in future impairment of long-lived assets. No impairment loss was recognized for the nine months ended September 30, 2018 and 2017. |
(1) Organization and Descript_7
(1) Organization and Description of Business: Income Taxes (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Income Taxes: | Income Taxes: Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of September 30, 2018, and December 31, 2017, the Company has not established a liability for uncertain tax positions. |
(1) Organization and Descript_8
(1) Organization and Description of Business: Basic and Diluted Loss Per Share (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Basic and Diluted Loss Per Share: | Basic and Diluted Loss per Share: In accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) 260, Earnings per Share, the basic income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock. Common stock equivalents have not been included in the earnings per share computation for the nine months ended September 30, 2018, and 2017 as the amounts are anti-dilutive. As of September 30, 2018, the Company had 2,996 outstanding warrants and convertible debt of $454,700, before debt discount of $80,542, which were all excluded from the computation as they were anti-dilutive and are convertible into 23,552,877 shares of common stock. As of December 31, 2017, the Company had 2,996 outstanding warrants and convertible debt of $369,900, before debt discount of $324,121, which were all excluded from the computation as they were anti-dilutive. |
(1) Organization and Descript_9
(1) Organization and Description of Business: Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of products and services in accordance with ASC 606, Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; b. the entitys performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entitys performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. Since the Companys revenues are generated when products are sold with no remaining obligations on the part of the Company, revenue is recognized at the time of sale. |
(1) Organization and Descrip_10
(1) Organization and Description of Business: Fair Value of Financial Instruments (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments The Companys financial instruments consist primarily of cash, prepaid expense, deferred financing cost, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at September 30, 2018, and December 31, 2017, measured at fair value on a recurring basis: September 30, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,452,179 $ 3,452,179 December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,787,063 $ 1,787,063 |
(1) Organization and Descrip_11
(1) Organization and Description of Business: Share Based Payment (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
Share Based Payment: | Share Based Payments: The Company issues stock, options, and warrants as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation to employees in accordance FASB ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. During the nine months ended September 30, 2018 and 2017, the Company incurred $3,500,025 and $0 in stock-based compensation to employees and directors. The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 Equity - Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: ( a b The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion. The Company values warrants using the Black-Scholes option pricing model. Assumptions used to value options and warrants issued during the nine months ended September 30, 2018 were as follows: Variables Values Stock price $0.1500 Exercise Price $697.29 Term 1.41-2.58 years Risk Free Rate 0.25% Volatility 806.8% - 618.2% During the nine months ended September 30, 2018 and 2017, the Company incurred $230,000 and $130,000 for common stock issued for outside services. |
(1) Organization and Descrip_12
(1) Organization and Description of Business: New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Policies | |
New Accounting Pronouncements: | New Accounting Pronouncements: None. |
(1) Organization and Descrip_13
(1) Organization and Description of Business: Fair Value of Financial Instruments: Fair Value Measurements, Recurring (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Fair Value Measurements, Recurring | September 30, 2018 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,452,179 $ 3,452,179 December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 1,787,063 $ 1,787,063 |
(1) Organization and Descrip_14
(1) Organization and Description of Business: Share Based Payment: Schedule of Assumptions Used (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Assumptions Used | Variables Values Stock price $0.1500 Exercise Price $697.29 Term 1.41-2.58 years Risk Free Rate 0.25% Volatility 806.8% - 618.2% |
(3) Property and Equipment_ Pro
(3) Property and Equipment: Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Property, Plant and Equipment | September 30, December 31, 2018 2017 Rail cars (not in service) $ 125,000 $ 125,000 Less: accumulated depreciation - - $ 125,000 $ 125,000 |
(4) Related Party Notes Payab_2
(4) Related Party Notes Payable: Schedule of Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Related Party Transactions | September 30, December 31, 2018 2017 Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand $ 50,010 $ 49,910 Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand 39,101 39,101 Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand 69,794 74,044 Promissory note, dated September 30, 2015, bearing no interest, payable on demand 192,940 154,998 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand 59,044 53,700 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand 3,200 7,400 $ $ 414,089 $ 379,153 |
(5) Convertible Notes Payable_
(5) Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | September 30, December 31, 2018 2017 Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year, convertible to common stock at a discount of 40% of the lowest traded price of the common stock during 45 trading days prior to the conversion date. 19,100 19,100 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand, convertible to common stock at the discount of 35% of the lowest traded price of the common stock during 20 trading days prior to the conversion 12,000 40,800 Promissory note, dated November 1, 2017, bearing interest of 12% annually, payable on August 10, 2018, convertible to common stock at a discount of 42% of the lowest two traded prices of the common stock during the 15 trading days prior to the conversion date. - 45,000 Promissory note, dated November 27, 2017, with principal amount of $85,000 and aggregate purchase price of $79,900 , bearing interest of 12% annually, payable within a year, convertible to common stock at the conversion price equal to the lower of (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 50% of either the lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding the conversion date 79,450 85,000 Promissory note, dated December 18, 2017, bearing interest of 12% annually, payable within a year convertible at a conversion rate equal to 50% of the lowest of: (i) the lowest trading price during the twenty trading days prior to the conversion, or (ii) the lowest trading price during the 20 trading days preceding the date of this note 7,150 40,000 Promissory note, dated December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018, convertible to common stock at a discount of 50% of the lowest two traded prices of the common stock during the 25 trading days prior to the conversion date. 112,000 112,000 Promissory note, dated December 21, 2017, bearing interest of 12% annually, payable on September 30, 2018, convertible to common stock at a discount of 49% of the lowest two traded prices of the common stock during the 30 trading days prior to the conversion date. - 28,000 Promissory note, dated April 17, 2018, bearing interest of 8% annually, payable on October 17, 2019, convertible to common stock at $15 75,000 Promissory note, dated April 20, 2018, bearing interest - of 12% annually, payable on April 20, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date. 50,000 - Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date. 50,000 - Promissory note, dated May 14, 2018, bearing interest of 12% annually, payable on November 14, 2018, convertible to common stock at a discount of 55% of the average of 2 lowest traded prices of the common stock during the 30 trading days prior to the conversion date. 50,000 - Convertible notes before debt discount 454,700 369,900 Less debt discount (80,542) (324,121) Total outstanding convertible notes payable $ 374,158 $ 45,779 |
(7) Derivative Instruments_ Sch
(7) Derivative Instruments: Schedule of Derivative Instruments - Assumptions Used (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Derivative Instruments - Assumptions Used | Nine Months Ended Year Ended September 30, 2018 December 31, 2017 Expected term 0.1- 0.58 years 0.4 0.96 years Expected average volatility 987.1 % 313.6 % Expected dividend yield - - Risk-free interest rate 1.65 2.97 % 1.28 1.76 % |
(7) Derivative Instruments_ S_2
(7) Derivative Instruments: Schedule of Derivative Liabilities at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Schedule of Derivative Liabilities at Fair Value | Nine Months Ended September 30, 2018 Year Ended December 31, 2017 Conversion Feature Conversion Feature of of Notes Payable Notes Payable Beginning balance, January 1 1,787,063 - Reclassification to equity - 1,079,942 Change in value of derivative liability 2,800,655 707,121 Excess derivative liability expense (1,135,539) - Ending balance $ 3,452,179 $ 1,787,063 |
(8) Equity_ Share-based Compens
(8) Equity: Share-based Compensation, Stock Options, Activity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Tables/Schedules | |
Share-based Compensation, Stock Options, Activity | The below table summarizes warrant activity during the nine months ended September 30, 2018: Number of Shares Weighted- Average Exercise Price Balances as of December 31, 2017 1,436 $ 750.00 Granted 1,140 $ 12.10 Exercised - - Forfeited - - Balances as of September 30, 2018 2,576 $ 423.46 The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the nine months ended September 30, 2018 and 2017: Nine Months Ended September 30, 2018 2017 Exercise price $ 423.46 $750 Expected term 1.41 2.58 years 1.88-2.9 years Expected average volatility 742.95 % 642.19 % Expected dividend yield - - The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2018: Warrants Outstanding Warrants Exercisable Weighted Average Number Remaining Contractual Weighted Average Number Weighted Average of Shares life (in years) Exercise Price of Shares Exercise Price 2,576 1.63 $ 423.46 2,576 $ 423.46 |
(8) Equity_ Schedule of Assumpt
(8) Equity: Schedule of Assumptions Used (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Assumptions Used | Variables Values Stock price $0.1500 Exercise Price $697.29 Term 1.41-2.58 years Risk Free Rate 0.25% Volatility 806.8% - 618.2% |
Warrants | |
Schedule of Assumptions Used | Variables Values Stock price $0.1500 Exercise Price $697.29 Term 1.41-2.58 years Risk Free Rate 0.25% Volatility 806.8% - 618.2% |
(1) Organization and Descrip_15
(1) Organization and Description of Business: Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Details | |||||
Net Income (Loss) | $ 4,358,325 | $ 1,072,447 | $ 7,128,252 | $ 2,608,267 | |
Accumulated (deficit) | 22,479,785 | 22,479,785 | $ 15,351,533 | ||
Negative Working Capital | 5,260,535 | 5,260,535 | |||
Convertible Debt, Gross | 454,700 | 454,700 | 369,900 | ||
Debt Instrument, Unamortized Discount, Current | $ 80,542 | $ 80,542 | $ 324,121 |
(1) Organization and Descrip_16
(1) Organization and Description of Business: Cash and Cash Equivalents, Policy (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Cash | $ 3,259 | $ 56,983 |
(1) Organization and Descrip_17
(1) Organization and Description of Business: Property and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Property and equipment, net | $ 125,000 | $ 125,000 |
(1) Organization and Descrip_18
(1) Organization and Description of Business: Basic and Diluted Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2018 | |
Details | ||
Class of Warrant or Right, Outstanding | 2,996 | 2,996 |
Convertible Debt, Gross | $ 369,900 | $ 454,700 |
Debt Instrument, Unamortized Discount, Current | $ 324,121 | $ 80,542 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,996 |
(1) Organization and Descrip_19
(1) Organization and Description of Business: Fair Value of Financial Instruments: Fair Value Measurements, Recurring (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative Credit Risk Valuation Adjustment, Derivative Liabilities | $ 3,452,179 | $ 1,787,063 |
Fair Value, Inputs, Level 3 | ||
Derivative Credit Risk Valuation Adjustment, Derivative Liabilities | $ 3,452,179 | $ 1,787,063 |
(1) Organization and Descrip_20
(1) Organization and Description of Business: Share Based Payment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Common Stock Issued for Compensation | $ 3,500,025 | $ 0 |
Stock Issued During Period, Value, Issued for Services | 230,000 | 130,000 |
Warrants | ||
Stock Issued During Period, Value, Issued for Services | $ 230,000 | $ 130,000 |
(1) Organization and Descrip_21
(1) Organization and Description of Business: Share Based Payment: Schedule of Assumptions Used (Details) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Share Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Stock Price | $ 0.1500 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 697.29 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.25% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 28 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 806.80% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months 29 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 618.20% |
(3) Property and Equipment_ P_2
(3) Property and Equipment: Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property and equipment, net | $ 125,000 | $ 125,000 |
Property, Plant and Equipment, Other, Accumulated Depreciation | 0 | 0 |
Railroad Transportation Equipment | ||
Property and equipment, net | $ 125,000 | $ 125,000 |
(4) Related Party Notes Payab_3
(4) Related Party Notes Payable: Schedule of Related Party Transactions (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Notes payable to related parties | $ 414,089 | $ 379,153 |
Related Party Notes Payable 1 | ||
Notes payable to related parties | 50,010 | 49,910 |
Related Party Notes Payable 2 | ||
Notes payable to related parties | 39,101 | 39,101 |
Related Party Notes Payable 3 | ||
Notes payable to related parties | 69,794 | 74,044 |
Related Party Notes Payable 4 | ||
Notes payable to related parties | 192,940 | 154,998 |
Related Party Notes Payable 5 | ||
Notes payable to related parties | 59,044 | 53,700 |
Related Party Notes Payable 6 | ||
Notes payable to related parties | $ 3,200 | $ 7,400 |
(5) Convertible Notes Payable_2
(5) Convertible Notes Payable: Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible Debt, Gross | $ 454,700 | $ 369,900 |
Debt Instrument, Unamortized Discount, Current | (80,542) | (324,121) |
Convertible Debt, Current | 374,158 | 45,779 |
Convertible Notes Payable 1 | ||
Convertible Debt, Gross | 19,100 | 19,100 |
Convertible Notes Payable 2 | ||
Convertible Debt, Gross | 12,000 | 40,800 |
Convertible Notes Payable 3 | ||
Convertible Debt, Gross | 0 | 45,000 |
Convertible Notes Payable 4 | ||
Convertible Debt, Gross | 79,450 | 85,000 |
Convertible Notes Payable 5 | ||
Convertible Debt, Gross | 7,150 | 40,000 |
Convertible Notes Payable 6 | ||
Convertible Debt, Gross | 112,000 | 112,000 |
Convertible Notes Payable 7 | ||
Convertible Debt, Gross | 0 | 28,000 |
Convertible Notes Payable 8 | ||
Convertible Debt, Gross | 75,000 | |
Convertible Notes Payable 9 | ||
Convertible Debt, Gross | 50,000 | 0 |
Convertible Notes Payable 10 | ||
Convertible Debt, Gross | 50,000 | 0 |
Convertible Notes Payable 11 | ||
Convertible Debt, Gross | $ 50,000 | $ 0 |
(7) Derivative Instruments_ S_3
(7) Derivative Instruments: Schedule of Derivative Instruments - Assumptions Used (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.25% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 28 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 806.80% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months 29 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 618.20% | |
Weighted-Average Assumptions | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 987.10% | 313.60% |
Weighted-Average Assumptions | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 month 6 days | 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.65% | 1.28% |
Weighted-Average Assumptions | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months 29 days | 11 months 16 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.97% | 1.76% |
(7) Derivative Instruments (Det
(7) Derivative Instruments (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Details | ||
Debt Instrument, Unamortized Discount | $ 80,542 | $ 324,121 |
(7) Derivative Instruments_ S_4
(7) Derivative Instruments: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Details | ||
Derivative Liability | $ 3,452,179 | $ 1,787,063 |
Reclassification to equity | 1,079,942 | |
Change in value of derivative liability | 2,800,655 | $ 707,121 |
Gain on Derivative Instruments, Pretax | $ (1,135,539) |
(8) Equity_ Share-based Compe_2
(8) Equity: Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Warrants - Outstanding | 2,576 | 1,436 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 423.46 | $ 750 | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 1,140 | ||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options Granted, Weighted Average Exercise Price | $ 12.10 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 7 months 17 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 2,576 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 28 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 806.80% | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months 29 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 618.20% | ||
Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 423.46 | $ 750 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 742.95% | 642.19% | |
Warrants | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 28 days | 1 year 10 months 17 days | |
Warrants | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months 29 days | 2 years 10 months 24 days |
(8) Equity_ Schedule of Assum_2
(8) Equity: Schedule of Assumptions Used (Details) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Share Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Stock Price | $ 0.1500 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 697.29 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.25% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months 28 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 806.80% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months 29 days |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 618.20% |
(9) Related Party Transactions
(9) Related Party Transactions (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Notes payable to related parties | $ 414,089 | $ 379,153 |
Wanda Witoslawski | ||
Notes payable to related parties | 3,200 | |
Las Vegas Railway Express | ||
Notes payable to related parties | 192,940 | |
Allegheny Nevada Holdings | ||
Notes payable to related parties | $ 59,044 |