Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 20, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | 2050 MOTORS, INC. | |
Entity Central Index Key | 867,028 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | true | |
Amendment Description | On May 22, 2017, 2050 Motors, Inc. ("the Company") filed with the Securities and Exchange Commission ("SEC") its quarterly report on Form 10-Q for the period ended March 31, 2017 (the "Initial Form 10-Q"). The purpose of this Amendment to the Initial Form 10-Q (the "Amendment") is to file a revised Statement of Cash Flows to replace the Statement of Cash Flows in the Initial Form 10-Q. The revised Statement of Cash Flows has corrected numbers that were inadvertently miscalculated. The only item of the Initial Form 10-Q that is modified by this Amendment is the Statement of Cash Flows. In order to preserve the nature and character of the disclosures set forth in the Initial Form 10-Q, except as expressly noted herein, this Amendment continues to speak as of the date of the Initial Form 10-Q and the Company has not updated the disclosures in this Amendment to speak as of a later date. | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 37,503,986 | |
Trading Symbol | ETFM | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 17,904 | $ 11,766 |
Other prepaid expenses | 20,000 | 20,000 |
Total current assets | 37,904 | 31,766 |
Property and equipment, net | 55,488 | 64,950 |
Other assets: | ||
Vehicle deposits | 24,405 | 24,405 |
Other deposits | 2,200 | 2,200 |
Deferred equity issuance costs, net | 46,875 | 56,250 |
License | 50,000 | 50,000 |
Total other assets | 123,480 | 132,855 |
Total assets | 216,872 | 229,571 |
Liabilities | ||
Accounts payable | 30,915 | 38,629 |
Accrued interest on loans payable | 38,821 | 27,751 |
Accounts payable due to related parties | 7,750 | |
Loans payable due to related parties, net | 27,550 | 36,050 |
Loans payable due to non-related parties, net | 167,499 | 129,861 |
Revolving line of credit from related party | 101,400 | 101,400 |
Deferred rent | 61 | 244 |
Derivative liability | 257,100 | 270,075 |
Total current liabilities | 623,346 | 611,760 |
Stockholders' (deficit) equity | ||
Common stock; no par value Authorized: 100,000,000 shares at March 31, 2017, and December 31, 2016 Issued and outstanding: 37,503,986 at March 31, 2017 and 37,148,599 at December 31, 2016 | 2,282,155 | 2,260,476 |
Additional paid-in-capital | 43,875 | 41,250 |
Accumulated deficit | (2,857,503) | (2,808,915) |
Common stock issuable | 125,000 | 125,000 |
Total stockholders' (deficit) equity | (406,474) | (382,189) |
Total liabilities and stockholders' (deficit) equity | $ 216,872 | $ 229,571 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 37,503,986 | 37,148,599 |
Common stock, shares outstanding | 37,503,986 | 37,148,599 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Operating revenue | ||
Operating expenses: | ||
Research and development costs | 3,000 | 33,868 |
General & administrative | 68,844 | 123,555 |
Total operating expenses | 71,844 | 157,423 |
Net loss from operations | (71,844) | (157,423) |
Interest expense | (126,837) | (2,433) |
Net loss from derivative liability | 150,093 | |
Loss before income taxes | (48,588) | (159,856) |
Provision for income taxes | ||
Net loss | $ (48,588) | $ (159,856) |
Net loss per share, basic and diluted | $ 0 | $ 0 |
Weighted average common equivalent shares outstanding, basic and diluted | 37,318,395 | 33,750,797 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows provided by (used for) operating activities: | ||
Net loss | $ (48,588) | $ (159,856) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation | 9,463 | 9,900 |
Amortization of debt discount | 108,896 | |
Amortization of deferred finance costs | 5,860 | |
Capitalization of unpaid officer salaries | 12,000 | |
Issuance of common stock for services | 10,839 | 31,480 |
Derivative liability, gain | (150,093) | |
Issuance of common stock for interest on cash advance | 829 | |
Changes in assets and liabilities: Increase (decrease) in assets and liabilities: | ||
Other prepaid expenses | (15,000) | |
Accounts payable | (7,704) | 1,700 |
Accrued interest on loans payable | 11,069 | 2,433 |
Deferred rent | (183) | (184) |
Net cash used for operating activities | (47,612) | (129,527) |
Cash flows provided by (used for) by financing activities: | ||
Payments made on related party loans | (18,500) | |
Proceeds from non-related loans | 70,000 | |
Proceeds from revolving line of credit from related party | 61,900 | |
Payments made on revolving line of credit from related party | ||
Proceeds from issuance of common stock | 2,250 | |
Net cash provided by financing activities | 53,750 | 61,900 |
Net increase (decrease) in cash | 6,138 | (67,627) |
Cash, beginning of year | 11,766 | 81,984 |
Cash, end of period | 17,904 | 14,358 |
Supplemental disclosure of cash flow information - | ||
Interest payment | ||
Deferred equity issuance cost from non-cash transaction, net | 46,875 | |
Amortization of equity finance costs from non-cash transactions | 9,375 | |
Beneficial conversion feature from convertible loan | 2,668 | |
Cash advance conversion to common stock | $ 7,750 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Note 1 – BASIS OF PRESENTATION AND ORGANIZATION 2050 Motors, Inc., (the “Company”) was incorporated on October 9, 2012, in the state of Nevada to import, market, and sell electric cars manufactured in China. On October 25, 2012, 2050 Motors, Inc., entered into an agreement with Jiangsu Aoxin New Energy Automobile Co., Ltd., (“Aoxin”), located in Jiangsu, China, for the distribution in the United States of a new electric automobile, known as the e-Go EV. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information The accompanying unaudited condensed financial statements have been prepared in accordance with the SEC’s requirements for Form 10-Q and, in the opinion of management, contain all adjustments, of a normal and recurring nature, which are necessary for a fair statement of (i) the condensed balance sheets at March 31, 2017 and December 31, 2016; (ii) the condensed statements of operations for the three month periods ended March 31, 2017 and 2016; and (iii) the condensed statements of cash flows for the three month periods ended March 31, 2017 and 2016. However, the accompanying unaudited condensed financial statements do not include all information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Condensed balance sheet, included in this report, as of December 31, 2016 was derived from the 2016 audited financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited interim condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on April 17, 2017. Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America ("US GAAP"). Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain 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 reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets. Cash and Cash Equivalents Cash consists of deposits in one large national bank. At March 31, 2017 and December 31, 2016, the Company had $17,904 and $11,766 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. Property, Plant & Equipment Property, plant and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: tools and equipment, five years; vehicles and parts, three years; leasehold improvements, lesser of lease term or life of related asset; and furniture and fixtures, seven years. As of March 31, 2017 and December 31, 2016, Property, plant and equipment consisted of the following: March 31, 2017 December 31, 2016 Furniture & furnishings $ 14,303 $ 14,303 Leasehold improvements 18,184 18,184 Vehicle and parts 76,045 76,045 Tools and equipment 22,494 22,494 Total 131,027 131,026 Less: Accumulated depreciation (75,539 ) (66,076 ) Property, plant and equipment, net $ 55,488 $ 64,950 Depreciation expense was $9,463 and $9,900 for the three months ended March 31, 2017 and 2016, respectively. Impairment of Long-Lived Assets and Assets The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded. No impairment losses were recognized for the three months ended March 31, 2017 and 2016. Fair Value of Financial Instruments For certain of the Company's financial instruments, including cash accounts payable, accrued liabilities, short-term debt and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, "Fair Value Measurements and Disclosures", which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 inputs to the valuation methodology are quoted prices for identical assets or 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, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities from Equity," and ASC 815. We have recorded the conversion option on few notes as a derivative liability as a result of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of March 31, 2017: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 257,100 $ - $ - $ 257,100 Total liabilities measured at fair value $ 257,100 $ - $ - $ 257,100 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2016 $ 270,075 Fair value of derivative liabilities issued 137,118 Change in derivative liability (150,093 ) Balance as of March 31, 2017 $ 257,100 Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three months ended March 31, 2017 and 2016, the Company incurred losses. Therefore, the effect of any common stock equivalents is anti- dilutive during those periods. The following table sets for the computation of basic and diluted earnings per share for three months ended March 31, 2017 and 2016: 2017 2016 Basic and diluted Net loss $ (48,588 ) $ (159,856 ) Weighted average number of shares in computing basic and diluted net loss Basic 37,318,395 33,750,797 Diluted 37,318,395 33,750,797 Net loss per share basic and diluted Basic and diluted $ (0.00 ) $ (0.00 ) Advertising and Marketing Costs Costs incurred for producing and communicating advertising and marketing are expensed when incurred and included in selling general and administrative expenses. Advertising and marketing expense amounted to $0 and $11,841 for the three months ended March 31, 2017 and 2016, respectively. Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At December 31, 2016 and 2015, the Company had not taken any significant uncertain tax positions on its tax returns for period ended December 31, 2016 and prior years or in computing its tax provision for 2016. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are in excess of federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. Foreign Currency Risk Any significant changes in foreign currency exchange rates may have significant impact on Company’s future financial statements upon fulfilling certain purchase commitments in accordance to the license agreement disclosed in Note 5. Recently Issued Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We adopted this ASU in 2016 and the implementation did not have a material impact on our financial position or statement of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “ Presentation of Financial Statements – Going Concern” Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” substantial doubt, Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $2,857,503 as of March 31, 2017. The Company also incurred net losses of $48,588 and $159,856 for the three months ended March 31, 2017 and 2016, respectively and had negative working capital for the three months ended March 31, 2017 and 2016. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties. In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors. |
Vehicle Deposits
Vehicle Deposits | 3 Months Ended |
Mar. 31, 2017 | |
Deposits [Abstract] | |
Vehicle Deposits | Note 4 – VEHICLE DEPOSITS Vehicle deposit of $24,405, as of March 31, 2017 and December 31, 2016, represents one prototype test model for delivery into the United States in late 2017. This vehicle will undergo an advanced crash test known in the Automobile Safety Industry as the “overlap crash test”. |
License Agreement
License Agreement | 3 Months Ended |
Mar. 31, 2017 | |
License Agreement | |
License Agreement | Note 5 – LICENSE AGREEMENT In 2012 and 2013, the Company made a total payment of $50,000 and signed an exclusive license agreement with Aoxin to import, assemble and manufacture the advanced carbon fiber electric vehicle, the e-Go EV model. The cost of this license agreement has been recognized as a long-term asset and is evaluated, by management, for impairment losses at each reporting period. As of March 31, 2017, no such impairment losses have been identified by the management. |
Accounts Payable Due to Related
Accounts Payable Due to Related Parties | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable Due to Related Parties | Note 6 – ACCOUNTS PAYABLE DUE TO RELATED PARTIES During the first quarter ended March 31, 2017, the Company issued 140,808 shares of common stock to a related party for payment of a $7,750 payable and $839 interest. |
Loans Payable Due to Related Pa
Loans Payable Due to Related Parties | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loans Payable Due to Related Parties | Note 7 – LOANS PAYABLE DUE TO RELATED PARTIES During the year ended December 31, 2014, the Company raised two loans for a total amount of $100,000 due to a shareholder. The loans bear 12% interest and matured on February 28, 2015 and March 30, 2015, respectively. In March 2015, the maturity dates of the notes were extended by twelve months. An additional extension to a June 30, 2017, maturity has been granted for each of the loans, with the terms remaining the same. The outstanding balance as of March 31, 2017 and December 31, 2016 was $17,050 and $36,050, respectively. The Company received a $10,000 loan during the third quarter of 2016 from a related party. The loan bears 12% interest and matures on March 16, 2017. The loan has been extended to a June 30, 2017, maturity with the same terms. The outstanding balance on the loan as of March 31, 2017 was $10,000. The Company accrued an interest of $297 on the loan during the three months ended March 31, 2017. During the three months ended March 31 2017 and 2016, the Company recorded an interest of $935 and $1,989, respectively, on the notes. |
Convertible Note Payables
Convertible Note Payables | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Note Payables | Note 8 – CONVERTIBLE NOTE PAYABLES On November 1, 2016, the Company entered into four convertible promissory notes with three unrelated parties. The principle amount is $10,000 for each note and carries interest of 12% annum. All four notes mature on April 30, 2017. The notes may be converted into common stock of the Company at any time by the election of the lender at a conversion price of $0.075 per share. The Company recorded a debt discount of $16,000 for the difference in the conversion price and the fair market value on the date of agreement. The debt discount is being amortized over the term of the notes. During the three months ended March 31, 2017, the Company amortized $8,000 of the debt discount. During the three-month ended March 31, 2017, the Company accrued an interest of $1,200 on the four notes. The Company has obtained a three-month maturity extension on the notes, with similar terms. On October 26, 2016, the Company entered into a convertible note agreement, with an accredited investor, for $65,000. The note bears interest at 12% per annum and is due and payable on July 26, 2017. The note has financing cost of $9,500 associated with it. This deferred financing fee has been deducted directly from the carrying value of the note, pursuant to ASU 2015-03. The deferred financing fee is being amortized over the term of the convertible note payable. The Company may prepay the note in full together with any accrued and unpaid interest plus any applicable pre-payment premium set forth in the note. Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, which can be paid without the Holder’s consent; from the 90th day to the One Hundred and Twentieth (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 140%, in addition to outstanding interest, which can be paid without the Holder’s consent; from the 12th day to the One Hundred and Eightieth (180th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 145%, in addition to outstanding interest, which can be paid without the Holder’s consent. After the 180 th day up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest if any, which may only be paid by the Company upon Holder’s prior written consent The note is convertible into fully paid and non-assessable shares of common stock, after 180 days from the date of the note, at a conversion price which is lower of: (i) a 50% discount to the lowest trading price during the previous twenty trading days prior to the date of a conversion notice; or (ii) a 50% discount to the lowest trading price during the previous twenty trading days before the date that this note was executed. Since the conversion price of the note is variable, the conversion option has been treated as a derivative liability. The derivative liability on the note was calculated, using the Binomial model, to be $242,500, of which $55,500 was recorded as a debt discount and the balance $186,500 was recorded as an interest expense, at inception. As of December 31, 2016, the derivative liability amounted to $270,025. The derivative liability was recalculated on March 31, 2017 as $138,450 and the difference in the value was recorded as a change in derivative liability in the income statement. The Company amortized a debt discount of $18,500, during the three months ended March 31, 2017. The Company amortized the finance fee of $3,167 during the three months ended March 31, 2017. Interest expense of $1,950 was accrued on the convertible note during the three months ended March 31, 2017. The variables used for the Binomial model are as listed below: ● Volatility: 225% ● Risk free rate of return: 0.91% ● Expected term: 117 days On January 6, 2017, the Company entered into a convertible note agreement with a third party for $78,750. The Company received $70,000, net of the financing fee of $8,750. The note is due on October 6, 2017 and carries interest at the rate of 12% per annum. The note is convertible at the lower of ; (i) a 50% discount to the lowest trading price during the previous twenty five trading days prior to the date of a conversion notice; or (ii) a 50% discount to the lowest trading price during the previous twenty five trading days before the date that this note was executed. Since the conversion price of the note is variable, the conversion option has been treated as a derivative liability. The derivative liability on the note was calculated, using the Binomial model, to be $137,118, of which $70,000 was recorded as a debt discount and the balance $67,118 was recorded as an interest expense, at inception. The derivative liability was recalculated on March 31, 2017 as $118,650 and the difference in the value was recorded as a change in derivative liability in the income statement. The Company amortized a debt discount of $21,538, during the three months ended March 31, 2017. The Company amortized the finance fee of $2,692 during the three months ended March 31, 2017. Interest expense of $2,175 was accrued on the convertible note during the three months ended March 31, 2017. The variables used for the Binomial model are as listed below: ● Volatility: 225% ● Risk free rate of return: 0.91% ● Expected term: 189 days |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – COMMITMENTS AND CONTINGENCIES Effective March 1, 2014, the Company signed a lease for four thousand square feet of industrial space in North Las Vegas. The term of the lease is for three years and cost $2,200 per month. The lease expires on April 30, 2017. Rent expense amounted to $6,417 and $19,617 for the three months ended March 31, 2017 and 2016, respectively. According to the license agreement signed between the Company and Aoxin, in order to maintain exclusive rights for the United States (US), the Company is required to purchase and sell certain amount of e-Go EV model vehicles per year for a certain period of time starting from the completion of the requirements established by the United States Department of Transportation’s protocols for the e-Go EV model. The table below demonstrates the required amount of vehicles that the company needs to sell per year. First year 2,000 Second year 6,000 Third year 12,000 Fourth year 24,000 Fifth year 48,000 92,000 As part of the license agreement, the Company is committed to pay expenses related to any required airbag testing procedures. The cost of these airbags could be as little as $500,000 or as much as $2 million. The Company may from time to time, become a party to various legal proceedings, arising in the ordinary coure of business. The Company investigates these claims as they arise. Management does not believe, based on current knowledge, that there were any such claims outstanding as of March 31, 2017. |
Revolving Line of Credit- Relat
Revolving Line of Credit- Related Party | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit- Related Party | Note 10 – REVOLVING LINE OF CREDIT- RELATED PARTY On February 12, 2016, the Company signed a twelve months revolving line of credit agreement with a consulting firm which is also utilized for consulting services. The line amount is $100,000 and carries interest at 12% per annum. As of March 31, 2017, the outstanding balance was $101,400. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – INCOME TAXES The Company did not file its tax returns for fiscal years from 2012 through 2016. Management believes that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years. Based on the available information and other factors, management believes it is more likely than not that the net deferred tax assets at March 31, 2017 and December 31, 2016 will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets at March 31, 2017 and December 31, 2016. At March 31, 2017 and December 31, 2016, the Company had federal net operating loss carry-forwards of approximately $2,835,000 and $2,800,000, respectively, expiring beginning in 2032. Deferred tax assets consist of the following components: 2016 2015 Net loss carryforward $ 790,000 $ 780,000 Valuation allowance (790,000 ) (780,000 ) Total deferred tax assets $ - $ - |
Promissory Note and Equity Purc
Promissory Note and Equity Purchase Agreement | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Promissory Note and Equity Purchase Agreement | Note 12 – PROMISSORY NOTE AND EQUITY PURCHASE AGREEMENT On June 24, 2016, the Company issued a $75,000 non-refundable Promissory Note to an investor as a pre- condition to an Equity Purchase Agreement. The promissory note bears 10% interest per annum with a one year maturity date. The note is recognized as a deferred finance charge and is being amortized over the contract period. The Equity Purchase Agreement allows the Company to issue Put Notices and the right to sell up to $10,000,000 of its no par value common stock at 88% of its market value. The market value is based on a ten day valuation period immediately preceding the Put Notice. The right to sell the shares becomes an obligation to sell as of the closing date after the Put Notice has been issued to the investor. The investor at no time can own more than 9.99% of the Company’s common stock outstanding as of the closing date. As of March 31, 2017, the outstanding balance of the note was $75,000. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | Note 13 – EQUITY During the three months ended March 31, 2016, the Company issued 200,000 shares of company’s common stock, valued at $0.1574 per share, to a third party in exchange for consulting and advisory services for a period of six months. During the three months ended March 31, 2017, the Company issued 355,387 shares of common stock valued at $0.061 per share to a related party in exchange for $2,250 cash, $8,589 payment of a payable and $10,839 of consulting services. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – SUBSEQUENT EVENTS Subsequent to the three months ended March 31, 2017, on April 25, 2017, the Company amended the terms of the convertible $65,000 note payable. Pursuant to the amended terms, the maturity date of the note was extended to January 26, 2018. The principal amount of the note was increased by $7,800 to $72,800. The Company made a payment of $33,118, the cost of the extension, pursuant to the amended terms. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America ("US GAAP"). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make certain 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 reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of deposits in one large national bank. At March 31, 2017 and December 31, 2016, the Company had $17,904 and $11,766 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. |
Property, Plant & Equipment | Property, Plant & Equipment Property, plant and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: tools and equipment, five years; vehicles and parts, three years; leasehold improvements, lesser of lease term or life of related asset; and furniture and fixtures, seven years. As of March 31, 2017 and December 31, 2016, Property, plant and equipment consisted of the following: March 31, 2017 December 31, 2016 Furniture & furnishings $ 14,303 $ 14,303 Leasehold improvements 18,184 18,184 Vehicle and parts 76,045 76,045 Tools and equipment 22,494 22,494 Total 131,027 131,026 Less: Accumulated depreciation (75,539 ) (66,076 ) Property, plant and equipment, net $ 55,488 $ 64,950 Depreciation expense was $9,463 and $9,900 for the three months ended March 31, 2017 and 2016, respectively. |
Impairment of LongLived Assets and Assets | Impairment of Long-Lived Assets and Assets The Company reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded. No impairment losses were recognized for the three months ended March 31, 2017 and 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company's financial instruments, including cash accounts payable, accrued liabilities, short-term debt and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, "Fair Value Measurements and Disclosures", which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, "Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 inputs to the valuation methodology are quoted prices for identical assets or 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, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, "Distinguishing Liabilities from Equity," and ASC 815. We have recorded the conversion option on few notes as a derivative liability as a result of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of March 31, 2017: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 257,100 $ - $ - $ 257,100 Total liabilities measured at fair value $ 257,100 $ - $ - $ 257,100 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2016 $ 270,075 Fair value of derivative liabilities issued 137,118 Change in derivative liability (150,093 ) Balance as of March 31, 2017 $ 257,100 |
Earnings Per Share (EPS) | Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three months ended March 31, 2017 and 2016, the Company incurred losses. Therefore, the effect of any common stock equivalents is anti- dilutive during those periods. The following table sets for the computation of basic and diluted earnings per share for three months ended March 31, 2017 and 2016: 2017 2016 Basic and diluted Net loss $ (48,588 ) $ (159,856 ) Weighted average number of shares in computing basic and diluted net loss Basic 37,318,395 33,750,797 Diluted 37,318,395 33,750,797 Net loss per share basic and diluted Basic and diluted $ (0.00 ) $ (0.00 ) |
Advertising and Marketing Costs | Advertising and Marketing Costs Costs incurred for producing and communicating advertising and marketing are expensed when incurred and included in selling general and administrative expenses. Advertising and marketing expense amounted to $0 and $11,841 for the three months ended March 31, 2017 and 2016, respectively. |
Income Taxes | Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. At December 31, 2016 and 2015, the Company had not taken any significant uncertain tax positions on its tax returns for period ended December 31, 2016 and prior years or in computing its tax provision for 2016. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are in excess of federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. |
Concentration of Credit Risk | Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are in excess of federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. |
Foreign Currency Risk | Foreign Currency Risk Any significant changes in foreign currency exchange rates may have significant impact on Company’s future financial statements upon fulfilling certain purchase commitments in accordance to the license agreement disclosed in Note 5. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We adopted this ASU in 2016 and the implementation did not have a material impact on our financial position or statement of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “ Presentation of Financial Statements – Going Concern” Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” substantial doubt, |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Life | As of March 31, 2017 and December 31, 2016, Property, plant and equipment consisted of the following: March 31, 2017 December 31, 2016 Furniture & furnishings $ 14,303 $ 14,303 Leasehold improvements 18,184 18,184 Vehicle and parts 76,045 76,045 Tools and equipment 22,494 22,494 Total 131,027 131,026 Less: Accumulated depreciation (75,539 ) (66,076 ) Property, plant and equipment, net $ 55,488 $ 64,950 |
Schedule of Fair Value of Assets and Liabilities | Assets and liabilities measured at fair value are as follows as of March 31, 2017: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 257,100 $ - $ - $ 257,100 Total liabilities measured at fair value $ 257,100 $ - $ - $ 257,100 |
Schedule of Derivative Liability | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2016 $ 270,075 Fair value of derivative liabilities issued 137,118 Change in derivative liability (150,093 ) Balance as of March 31, 2017 $ 257,100 |
Schedule of Basic and Diluted Earnings Per Share | The following table sets for the computation of basic and diluted earnings per share for three months ended March 31, 2017 and 2016: 2017 2016 Basic and diluted Net loss $ (48,588 ) $ (159,856 ) Weighted average number of shares in computing basic and diluted net loss Basic 37,318,395 33,750,797 Diluted 37,318,395 33,750,797 Net loss per share basic and diluted Basic and diluted $ (0.00 ) $ (0.00 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Amount of Vehicles per Year | First year 2,000 Second year 6,000 Third year 12,000 Fourth year 24,000 Fifth year 48,000 92,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following components: 2016 2015 Net loss carryforward $ 790,000 $ 780,000 Valuation allowance (790,000 ) (780,000 ) Total deferred tax assets $ - $ - |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash and cash equivalents | $ 17,904 | $ 14,358 | $ 11,766 | $ 81,984 |
Depreciation | 9,463 | 9,900 | ||
Advertising and marketing expense | $ 0 | $ 11,841 | ||
Tools and Equipment [Member] | ||||
Property, estimated useful lives | 5 years | |||
Vehicles And Parts [Member] | ||||
Property, estimated useful lives | 3 years | |||
Leasehold Improvements [Member] | ||||
Property, plant and equipment, estimated useful lives | Lessor of lease term or life of related asset | |||
Furniture and Fixtures Leasehold [Memebr] | ||||
Property, estimated useful lives | 7 years |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Life (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Total | $ 131,027 | $ 131,026 |
Less: Accumulated depreciation | (75,539) | (66,076) |
Property, plant and equipment, net | 55,488 | 64,950 |
Furniture And Furnishings [Memebr] | ||
Total | 14,303 | 14,303 |
Leasehold Improvements [Member] | ||
Total | 18,184 | 18,184 |
Vehicles And Parts [Member] | ||
Total | 76,045 | 76,045 |
Tools and Equipment [Member] | ||
Total | $ 22,494 | $ 22,494 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative liability | $ 257,100 | |
Total liabilities measured at fair value | 257,100 | $ 270,075 |
Level 1 [Member] | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 3 [Member] | ||
Derivative liability | 257,100 | |
Total liabilities measured at fair value | $ 257,100 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Derivative Liability (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |
Balance, beginning | $ 270,075 |
Fair value of derivative liabilities issued | 137,118 |
Change in derivative liability | (150,093) |
Balance, ending | $ 257,100 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Accounting Policies [Abstract] | ||
Net loss | $ (48,588) | $ (159,856) |
Weighted average number of shares in computing basic and diluted net loss, basic | 37,318,395 | 33,750,797 |
Weighted average number of shares in computing basic and diluted net loss, Diluted | 37,318,395 | 33,750,797 |
Net loss per share basic and diluted Basic and diluted | $ 0 | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 2,857,503 | $ 2,808,915 | |
Net loss | 48,588 | $ 159,856 | |
Working capital |
Vehicle Deposits (Details Narra
Vehicle Deposits (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017USD ($)Integer | Dec. 31, 2016USD ($) | |
Deposits [Abstract] | ||
Vehicle Deposits | $ | $ 24,405 | $ 24,405 |
Number of prototype test models | Integer | 1 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
License Agreement | ||
Total payment incurred for license agreement | $ 50,000 | $ 50,000 |
Accounts Payable Due to Relat32
Accounts Payable Due to Related Parties (Details Narrative) | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Payables and Accruals [Abstract] | |
Number of common stock issued, shares | shares | 140,808 |
Related party for payment | $ 7,750 |
Interest payable | $ 839 |
Loans Payable Due to Related 33
Loans Payable Due to Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2014 | Dec. 31, 2016 | |
Outstanding balance | $ 17,050 | $ 36,050 | |||
Interest expense | 638 | $ 1,989 | |||
Interest payable current | 38,821 | $ 27,751 | |||
Unrelated Party [Member] | |||||
Interest expense | 935 | ||||
Related Party [Member] | |||||
Loan bears interest rate | 12.00% | ||||
Loan maturity date | Mar. 16, 2017 | ||||
Outstanding balance | $ 10,000 | ||||
Interest expense | $ 1,989 | ||||
Proceeds from related party loan | $ 10,000 | ||||
Debt instrument, maturity date, description | The loan bears 12% interest and matures on March 16, 2017. The loan has been extended to a June 30, 2017, maturity with the same terms. | ||||
Interest payable current | $ 297 | ||||
Loan One [Member] | |||||
Due to a shareholder | $ 100,000 | ||||
Loan bears interest rate | 12.00% | ||||
Loan maturity date | Feb. 28, 2015 | ||||
Loan Two [Member] | |||||
Due to a shareholder | $ 100,000 | ||||
Loan bears interest rate | 12.00% | ||||
Loan maturity date | Mar. 30, 2015 |
Convertible Note Payables (Deta
Convertible Note Payables (Details Narrative) - USD ($) | Jan. 06, 2017 | Nov. 01, 2016 | Oct. 26, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Amortized of debt discount | $ 108,896 | |||||
Interest expense | 38,821 | $ 27,751 | ||||
Change in fair value of derivative liability | (150,093) | |||||
Convertible Promissory Note [Member] | 90 Day One Hundred and Twentieth (120) Day after Issuance Date [Member] | ||||||
Debt redemption price percentage | 140.00% | |||||
Convertible Promissory Note [Member] | From 12th day One Hundred and Eightieth (180) Day After Issuance Date [Member] | ||||||
Debt redemption price percentage | 145.00% | |||||
Convertible Promissory Note [Member] | After the 180th day up to the Maturity Date [Member] | ||||||
Debt redemption price percentage | 150.00% | |||||
Convertible Promissory Note [Member] | Until Ninetieth (90) day after the Issuance Date [Member] | ||||||
Debt redemption price percentage | 135.00% | |||||
Convertible Promissory Note [Member] | Conversion Price [Member] | ||||||
Debt discount lowest trading days | 25 days | 20 days | ||||
Percentage of debt discount lowest trading price | 50.00% | 50.00% | ||||
Convertible Promissory Note [Member] | Conversion Price 1[Member] | ||||||
Debt discount lowest trading days | 25 days | 20 days | ||||
Percentage of debt discount lowest trading price | 50.00% | 50.00% | ||||
Three Unrelated Parties [Member] | ||||||
Convertible note payables | $ 10,000 | |||||
Promissory note rate of interest per annum | 12.00% | |||||
Notes maturity date | Apr. 30, 2017 | |||||
Conversion price per share | $ 0.075 | |||||
Debt discount | $ 16,000 | |||||
Amortized of debt discount | 8,000 | |||||
Interest expense | 1,200 | |||||
Accredited Investor [Member] | ||||||
Convertible note payables | $ 65,000 | |||||
Promissory note rate of interest per annum | 12.00% | |||||
Notes maturity date | Jul. 26, 2017 | |||||
Debt discount | $ 55,500 | |||||
Amortized of debt discount | 18,500 | |||||
Interest expense | 186,500 | 1,950 | ||||
Note financing cost | 9,500 | $ 3,167 | ||||
Conversion of note, description | The Company may prepay the note in full together with any accrued and unpaid interest plus any applicable pre-payment premium set forth in the note. Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, which can be paid without the Holders consent; from the 90th day to the One Hundred and Twentieth (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 140%, in addition to outstanding interest, which can be paid without the Holders consent; from the 12th day to the One Hundred and Eightieth (180th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 145%, in addition to outstanding interest, which can be paid without the Holders consent. After the 180th day up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest if any, which may only be paid by the Company upon Holders prior written consent The note is convertible into fully paid and non-assessable shares of common stock, after 180 days from the date of the note, at a conversion price which is lower of: (i) a 50% discount to the lowest trading price during the previous twenty trading days prior to the date of a conversion notice; or (ii) a 50% discount to the lowest trading price during the previous twenty trading days before the date that this note was executed. Since the conversion price of the note is variable, the conversion option has been treated as a derivative liability. | |||||
Derivative liability | $ 242,500 | $ 270,025 | ||||
Change in fair value of derivative liability | $ 138,450 | |||||
Volatility | 225.00% | |||||
Risk free rate of return | 0.91% | |||||
Expected term | 117 days | |||||
Third Party [Member] | ||||||
Convertible note payables | $ 78,750 | $ 70,000 | ||||
Promissory note rate of interest per annum | 12.00% | |||||
Notes maturity date | Oct. 6, 2017 | |||||
Debt discount | $ 70,000 | |||||
Amortized of debt discount | 21,538 | |||||
Interest expense | 67,118 | 2,175 | ||||
Note financing cost | 8,750 | 2,692 | ||||
Derivative liability | $ 137,118 | $ 118,650 | ||||
Volatility | 225.00% | |||||
Risk free rate of return | 0.91% | |||||
Expected term | 189 days |
Commitments and Contingencies35
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 01, 2014 | Mar. 31, 2017 | Mar. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease monthly payment | $ 2,200 | ||
Lease term expiration date | Apr. 30, 2017 | ||
Lease agreement period | 3 years | ||
Rent expenses | $ 6,417 | $ 19,617 | |
Cost of airbag | 500,000 | ||
Maximum cost of airbag | $ 2,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Amount of Vehicles per Year (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Sale of vehicles per year | $ 92,000 |
First Year [Member] | |
Sale of vehicles per year | 2,000 |
Second Year [Member] | |
Sale of vehicles per year | 6,000 |
Third Year [Member] | |
Sale of vehicles per year | 12,000 |
Fourth Year [Member] | |
Sale of vehicles per year | 24,000 |
Fifth Year [Member] | |
Sale of vehicles per year | $ 48,000 |
Revolving Line of Credit- Rel37
Revolving Line of Credit- Related Party (Details Narrative) - USD ($) | Feb. 12, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Line of credit amount | $ 100,000 | ||
Line of credit interest rate | 12.00% | ||
Revolving line of credit outstanding | $ 101,400 | $ 101,400 | |
Revolving Credit Facility [Member] | |||
Revolving line of credit agreement period | 12 months |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carry forwards | $ 2,835,000 | $ 2,800,000 |
Operating loss carryforward expiration date | expiring beginning in 2032 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net loss carryforward | $ 790,000 | $ 780,000 |
Valuation allowance | (790,000) | (780,000) |
Total deferred tax assets |
Promissory Note and Equity Pu40
Promissory Note and Equity Purchase Agreement (Details Narrative) - Investor [Member] - Equity Purchase Agreement[Member] - USD ($) | Jun. 24, 2016 | Mar. 31, 2017 |
Non refundable promissory note issued | $ 75,000 | |
Promissory note rate of interest per annum | 10.00% | |
Debt instrument maturity term | 1 year | |
Value of common stock issued | $ 10,000,000 | |
Percentage of market value of common stock issued | 88.00% | |
Percentage of common stock outstanding | 9.99% | |
Outstanding balance | $ 75,000 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Payment of related party | $ 18,500 | |
Consulting Services [Member] | ||
Payment of related party | $ 10,839 | |
Third Party [Member] | ||
Shares issued during period for services | 200,000 | |
Stock issued, per share | $ 0.1574 | |
Related Party [Member] | ||
Shares issued during period for services | 355,387 | |
Stock issued, per share | $ 0.061 | |
Shares issued for cash | $ 2,250 | |
Payment of related party | $ 8,589 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Apr. 25, 2017USD ($) |
Convertible note | $ 65,000 |
Notes maturity date | Jan. 26, 2018 |
Cash payment | $ 33,118 |
Minimum [Member] | |
Debt principal amount | 7,800 |
Maximum [Member] | |
Debt principal amount | $ 72,800 |