Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Jul. 16, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | 2050 MOTORS, INC. | |
Entity Central Index Key | 867,028 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 188,677,326 | |
Trading Symbol | ETFM | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 22,136 | $ 499 |
Property and equipment, net | 24,874 | 31,676 |
Other assets: | ||
Vehicle deposits | 24,405 | 24,405 |
Other deposits | 2,200 | 2,200 |
Deferred equity issuance costs, net | 9,375 | 18,750 |
License | 50,000 | |
Total other assets | 35,980 | 95,355 |
Total assets | 82,990 | 127,530 |
Liabilities | ||
Accounts payable | 62,778 | 42,817 |
Tax payable | 2,864 | 3,664 |
Accrued interest on loans payable | 65,234 | 60,087 |
Loans payable due to related parties, net | 44,600 | 44,600 |
Loans payable due to non-related parties, net | 208,271 | 233,328 |
Revolving line of credit from related party | 65,787 | 63,354 |
Derivative liability | 2,058,527 | 1,030,132 |
Total current liabilities | 2,508,061 | 1,477,982 |
Stockholders' deficit | ||
Common stock; no par value Authorized: 1,000,000,000 shares at March 31, 2018, and 300,000,000 shares at December 31, 2017 Issued and outstanding: 102,814,626 shares at March 31, 2018 and 47,860,512 shares at December 31, 2017 | 2,634,874 | 2,474,146 |
Preferred stock; no par value Authorized: 10,000,000 shares, no par value; Issued and outstanding: 3,000,000 shares at March 31, 2018, and 0 shares at December 31, 2017 | 45,000 | |
Additional paid-in-capital | 305,770 | 94,650 |
Accumulated deficit | (5,550,715) | (4,059,248) |
Common stock issuable | 140,000 | 140,000 |
Total stockholders' deficit | (2,425,071) | (1,350,452) |
Total liabilities and stockholders' deficit | $ 82,990 | $ 127,530 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | ||
Common stock, shares authorized | 1,000,000,000 | 300,000,000 |
Common stock, shares issued | 102,814,626 | 47,860,512 |
Common stock, shares outstanding | 102,814,626 | 47,860,512 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 3,000,000 | 0 |
Preferred stock, shares outstanding | 3,000,000 | 0 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Operating revenue | ||
Operating expenses: | ||
Research and development costs | 3,000 | |
General and administrative | 110,326 | 68,844 |
Total operating expenses | 110,326 | 71,844 |
Net loss from operations | (110,326) | (71,844) |
Interest expense | (251,039) | (126,837) |
Impairment loss | (50,000) | |
Derivative liability gain/(loss) | (1,064,317) | 150,093 |
Debt conversion gain/(loss) | (16,734) | |
Debt settlement gain/(loss) | 949 | |
Loss before income taxes | (1,491,467) | (48,588) |
Provision for income taxes | ||
Net loss | $ (1,491,467) | $ (48,588) |
Net loss per share, basic and diluted | $ (0.02) | $ 0 |
Weighted average common equivalent shares outstanding, basic and diluted | 75,518,883 | 37,318,395 |
Statements of Stockholders' (De
Statements of Stockholders' (Deficit) Equity - USD ($) | Common Stock [Member] | Common Stock Issuable [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 2,260,476 | $ 125,000 | $ 41,250 | $ (2,808,915) | $ (382,189) | |
Balance, shares at Dec. 31, 2016 | 37,148,599 | |||||
Equity issuance costs | (37,500) | (37,500) | ||||
Capitalization of unpaid officer salary | 48,000 | 44,000 | ||||
Beneficial conversion feature | 42,900 | 42,900 | ||||
Shares issued for cash | $ 2,250 | 15,000 | 10,000 | |||
Shares issued for cash, shares | 36,885 | |||||
Shares issued for reduction of debt | $ 200,580 | |||||
Shares issued for reduction of debt, shares | 10,497,334 | |||||
Shares issued for services | $ 10,840 | 10,840 | ||||
Shares issued for services, shares | 177,694 | |||||
Net loss | (1,250,333) | (1,033,117) | ||||
Balance at Dec. 31, 2017 | $ 2,474,146 | 140,000 | 94,650 | (4,059,248) | (1,350,452) | |
Balance, shares at Dec. 31, 2017 | 47,860,512 | |||||
Shares issued for reduction of debt | $ 160,728 | 160,728 | ||||
Shares issued for reduction of debt, shares | 54,954,114 | |||||
Shares issued for services | $ 45,000 | 45,000 | ||||
Shares issued for services, shares | 3,000,000 | |||||
Extinguishment of derivative liability | 263,395 | 263,395 | ||||
Reclassification of warrants to derivative liability | (42,900) | (42,900) | ||||
Equity offering costs | (9,375) | (9,375) | ||||
Net loss | (1,491,467) | (1,491,467) | ||||
Balance at Mar. 31, 2018 | $ 2,634,874 | $ 140,000 | $ 45,000 | $ 305,770 | $ (5,550,715) | $ (2,425,071) |
Balance, shares at Mar. 31, 2018 | 102,814,626 | 3,000,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows provided by (used for) operating activities: | ||
Net loss | $ (1,491,467) | $ (48,588) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation | 6,803 | 9,463 |
Amortization of debt discount | 71,095 | 108,896 |
Amortization of deferred finance costs | 12,542 | 5,860 |
Capitalization of unpaid officer salaries | 12,000 | |
Impairment loss | 50,000 | |
Penalty expense on non-related loan payables | 35,000 | |
Debt settlement loss | (949) | |
Issuance of common stock for services | 10,839 | |
Issuance of common stock for interest on cash advance | 839 | |
Issuance of preferred stock for services | 45,000 | |
Derivative liability adjustment | 1,064,317 | (150,093) |
Interest expense from initial derivative liability | 99,570 | |
Changes in assets and liabilities: Increase (decrease) in assets and liabilities: | ||
Accounts payable | 19,961 | (7,714) |
Income tax payable | (800) | |
Accrued interest on loans payable | 21,340 | 11,069 |
Deferred expenses | (183) | |
Net cash used for operating activities | (49,905) | (47,612) |
Cash flows provided by (used for) by financing activities: | ||
Payments made on related party advances | (18,500) | |
Proceeds from non-related loans | 73,000 | 70,000 |
Payments made on revolving line of credit from related party | (1,458) | |
Proceeds from issuance of common stock | 2,250 | |
Net cash provided by (used for) financing activities | 71,542 | 53,750 |
Net increase in cash | 21,637 | 6,138 |
Cash, beginning of year | 499 | 11,766 |
Cash, end of period | 22,136 | 17,904 |
Supplemental disclosure of cash flow information - | ||
Deferred equity issuance cost from non-cash transaction, net | 46,875 | |
Amortization of deferred finance cost from non-cash transaction | 9,375 | 5,860 |
Common stock issued for debt | 143,995 | 8,560 |
Debt discount from convertible loan | 124,461 | |
Reclassification of derivative liability | 263,395 | |
Warrants/options reclassified from APIC to derivative liability | $ 42,900 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 Cash consists of deposits in one large national bank. At March 31, 2018 and December 31, 2017, the Company had $22,136 and $499 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 estimated useful life of the asset; lease hold improvements are depreciated over the shorter of estimated useful life of the asset or over 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, 2018 and December 31, 2017, Property, plant and equipment consisted of the following: March 31, 2018 December 31, 2017 Furniture and 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 131,026 131,026 Less: Accumulated depreciation (106,152 ) (99,350 ) Property, plant and equipment, net $ 24,874 $ 31,676 Depreciation expense was $6,803 and $9,463 for the three month periods ended March 31, 2018 and 2017, respectively. 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, 2018: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 2,058,527 $ - $ - $ 2,058,527 Total liabilities measured at fair value $ 2,058,527 $ - $ - $ 2,058,527 Assets and liabilities measured at fair value are as follows as of December 31, 2017: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 1,030,132 $ - $ - $ 1,030,132 Total liabilities measured at fair value $ 1,030,132 $ - $ - $ 1,030,132 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 laibilities issued 717,999 Gain on change in derivative liabilities 42,058 Balance as of December 31, 2017 1,030,132 Fair value of derivative laibilities issued 184,573 Loss on change in derivative liabilities 1,064,317 Derivative liabilities reversed to APIC (263,395 ) Warrants/options reclassified from APIC to derivative liability $ 42,900 Balance as of March 31, 2018 $ 2,058,527 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 month periods ended March 31, 2018 and 2017, 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 the three month periods ended March 31, 2018 and 2017: 2018 2017 Basic and diluted Net loss $ (1,491,467 ) $ (48,588 ) Weighted average number of shares in computing basic and diluted net loss Basic 75,518,883 37,318,395 Diluted 75,518,883 37,318,395 Net loss per share basic and diluted Basic and diluted $ (0.02 ) $ (0.00 ) Revenue Recognition Revenue Recognition: The company recognizes revenues when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those good or services. The Company has not generated revenues since inception. In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. Cost of Sales Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product sampling. 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 $0 for the three month periods ended March 31, 2018 and 2017, respectively Operating Overhead Expense Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel. 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. ASC 740 provide accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. 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 March 31, 2018 and December 31, 2017, the Company had not taken any significant uncertain tax positions on its tax returns for year ended December 31, 2017 and prior years or in computing its tax provision for 2017. 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. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. 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, 2018 | |
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 $5,550,715 as of March 31, 2018. The Company also had a negative working capital of $2,485,925 and $1,477,483 for the three month periods ended March 31, 2018 and for the year ended December 31, 2017, respectively. 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, 2018 | |
Deposits [Abstract] | |
Vehicle Deposits | Note 4 – VEHICLE DEPOSITS Vehicle deposit of $24,405, as of March 31, 2018 and December 31, 2017, represents one prototype test model for delivery into the United States when the specifications are completed for an advanced crash test known in the Automobile Safety Industry as the “overlap crash test”. The estimated date set for this test is mid-2018. |
License Agreement
License Agreement | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 and December 31, 2017, impairment losses of $50,000 and 0, respectively, have been identified by the management. |
Loans Payable Due to Related Pa
Loans Payable Due to Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable Due to Related Parties | Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES On July 1, 2017, the Company entered into an unsecured loan payable agreement with a related party for $14,100, due on September 15, 2017. The Company granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The fair market value of the options was $26,746. A debt discount of $14,100 was amortized over the term of the loan. The Company also agreed to pay $1,500 as an interest on the loan. On September 27, 2017, the Company entered into a note amendment, whereby, the term of the note was extended until November 1, 2017, in exchange for an additional $1,500 finance fee and $1,500 late fee. The Company recorded the same as interest expense. As of March 31, 2018, the loan is in default and the outstanding balance of the loan, as of March 31, 2018 and December 31, 2017 was $17,100. The Company accrued a penalty interest of $1,750 plus $100 per day of default totaling $25,968 and $16,698 as of March 31, 2018 and December 31, 2017, respectively. Interest expense for the three months ended March 31, 2018 and 2017 was $9,000 and $0, respectively. In accordance with ASC 815, one million options were reclassified from equity to derivative liabilities with a fair value of $4,300 and a derivative loss of $9,800. On September 27, 2017, the Company entered into another unsecured loan payable agreement with the same related party for $17,500, due on November 1, 2017. The loan holder charged $1,750 as funding fee and $1,650 as processing fee for the loan, which were recorded as debt discount, with net loan proceeds of $14,100. The Company also granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The fair market value of the options was $22,945. The Company amortized the debt discount of $14,100 and the finance fee of $3,400, over the term of the loan. In accordance with ASC 815, one million options were reclassified from equity to derivative liabilities with a fair value of $5,800 and a derivative loss of $8,300. As of March 31, 2018, the loan is in default and the outstanding balance of the loan, as of March 31, 2018 and December 31, 2017 was $17,500. The Company accrued a penalty interest of $1,750 plus $100 per day of default totaling $23,100 and $14,100 as of March 31, 2018 and December 31, 2017, respectively. Interest expense for the three months ended March 31, 2018 and 2017 was $9,000 and $0, respectively. During the three month periods ended March 31, 2018 and 2017, the Company accrued $9,000 and $0 as a penalty in the accompanying financial statements. The Company determined the derivative liability of the options using the Binomial model. The variables used for the Binomial model are as listed below: ● Volatility: 253% ● Risk free rate of return: 1.73% - 1.93% ● Expected term: 3-6 months The Company received an unsecured $10,000 loan during the third quarter of 2016 from a related party. The loan bears 12% interest and on March 16, 2017, the original maturity date, an extension was granted to April 1, 2018. The outstanding balance on the loan as of March 31, 2018 and December 31, 2017 was $10,000. The Company recorded accrued interest of $1,845 and $1,549 as of March 31, 2018 and December 31, 2017, respectively. Interest expense for the three months ended March 31, 2018 and 2017 was $296 and $0, respectively. |
Convertible Note Payables
Convertible Note Payables | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payables | Note 7 – CONVERTIBLE NOTE PAYABLES (A) On November 1, 2016, the Company entered into four unsecured 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. On April 30, 2017, the Company extended the term of the four notes by 90 days until July 29, 2017. The remaining debt discount of $8,000 was amortized over the extended term. As of March 31, 2018 and December 31, 2017, the outstanding balance on the four notes amounted to $40,000. Accrued interest totaled $4,400 and $3,200 as of March 31, 2018 and December 31, 2017, respectively. Interest expense was $1,200 for the three months ended March 31, 2018 and 2017. The loans were in default as of March 31, 2018 and December 31, 2017. Subsequent to March 31, 2018, the note holders converted the principal balance of $40,000 and the accrued interest of $4,800 for 18,000,000 shares of common stock. (B) On October 26, 2016, the Company entered into an unsecured 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 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 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 $242,450, of which $55,500 was recorded as a debt discount and the balance $186,950 was recorded as an interest expense, at inception. On April 25, 2017, the Company entered into a note amendment whereby, the maturity of the note was extended to January 26, 2018 and the principal was increased by $7,800 to $72,800. The Company wired $33,118 to the note holder as loan extension fee. The additional finance fee of $7,800 was amortized over the remaining term of the note. During the year ended December 31, 2017, the note holder converted $23,600 of the note pursuant to two separate conversion notices. The Company issued 2,911,195 shares of common stock to effect the conversions and recorded a loss on debt settlement of $5,786 for the shares issued in excess of the agreed conversion price. During the three month period ended March 31, 2018, the note holder converted $32,286 of the principal of the note, pursuant to four separate conversion notices into 12,681,921 shares of common stock to effect the conversions and recorded a loss on debt settlement of $6,902 for the difference with the agreed conversion price. The derivative liability of $114,796, related to the converted portion, was reclassed to additional paid in capital. The note was due on January 26, 2018 and is currently in default. All remaining finance fee and debt discount were amortized over the term of the note. The derivative liability for the remaining note was recalculated on March 31, 2018 to be $101,479. The change in derivative liability of $41,343 was recorded on the accompanying financial statements. The Company amortized a debt discount of $4,202 and $18,500, respectively, during the three month periods ended March 31, 2018 and 2017. The Company amortized the finance fee of $2,869 and $3,167, respectively, during the three month periods ended March 31, 2018 and 2017. Interest expense totaled $951 and $1,950 respectively, during the three month periods ended March 31, 2018 and 2017. As of March 31, 2018 and December 31, 2017, the outstanding balance on the convertible note payable amounted to $16,913 and $49,200, respectively. Accrued interest totaled $10,464 and $9,513 as of March 31, 2018 and December 31, 2017, respectively. Subsequent to March 31, 2018, the note holder converted $6,871 of the principal balance into 4,580,800 shares of common stock. (C) On January 6, 2017, the Company entered into an unsecured convertible note agreement with a third party for $78,750. The Company received $70,000, net of the financing fee of $8,750. 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 note is due on October 6, 2017 and carries interest at the rate of 12% per annum. In the event of default, the amount of principal and interest not paid when due will bear interest of 22% per annum. Should an event of default occur, the Company is liable to pay 150% of the then outstanding principal and interest. The note agreement also contains certain covenants, if breached, the Company is liable for additional penalties. 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. On June 30, 2017, the Company entered into a note amendment agreement to increase the principal balance of the note by $14,100 to $92,850. The Company paid the $14,100 to the holder on July 6, 2017, to delay conversion option until September 5, 2017, pursuant to the amended terms. On September 27, 2017, the Company entered into another note amendment agreement to increase the principal balance of the note by $21,100 to $99,850. The Company wired $14,100 on September 27, 2017, to reduce the principal balance of the note to $85,750. The note holder effected conversion of accrued interest of $7,006 into 1,946,000 shares of common stock. The Company recorded a loss on debt settlement of $34,837 for the shares issued in excess of the agreed conversion price. During the three month period ended March 31, 2018, the note holder converted $12,319 of the note plus unpaid accrued interest of $9,351, pursuant to four separate conversion notices into 14,501,000 shares of common stock to effect the conversions and recorded a loss on debt settlement of $5,700 for the difference with the agreed conversion price. The derivative liability of $53,104, related to the converted portion, was reclassed to additional paid in capital. The note was due on February 6, 2018 and is currently in default and a default penalty of $35,000 was added to the note principal as of the issue date for a total of $113,750. As of March 31, 2018, the outstanding principal and interest was $109,943 which includes a default interest rate of 22%. The Company accrued additional penalties and interest of approximately $264,000 related to the breach of covenants. All remaining finance fee and debt discount were amortized over the term of the note. The derivative liability for the remaining note was recalculated on March 31, 2018 to be $1,221,589. The change in derivative liability of $905,047 was recorded on the accompanying financial statements. The Company amortized a debt discount of $534 and $21,538, respectively, during the three month periods ended March 31, 2018 and 2017. The Company amortized the finance fee of $5,246 and $2,692, respectively, during the three month periods ended March 31, 2018 and 2017. Interest expense totaled $4,401 and $2,175 respectively, during the three month periods ended March 31, 2018 and 2017. As of March 31, 2018 and December 31, 2017, the outstanding principal and interest on the convertible note payable amounted to $109,943 and $85,750, respectively. Subsequent to March 31, 2018, the note holder converted $1,898 of the principal balance and $1,460 of the accrued interest into 4,664,900 shares of common stock. (D) On April 21, 2017, the Company entered into an unsecured convertible note agreement with a third party for $58,000. The Company received $55,000, net of the financing fee of $3,000. 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 note is due on January 30, 2018 and carries interest at the rate of 12% per annum. The note is convertible at any time starting after the first 180 days of the note and ending on the later of the maturity date or the date of payment. The note is convertible at 61% of the Market Price. Market price shall mean the average of the lowest two trading prices during the last fifteen trading day period completed on the latest trading day prior to the conversion. 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 $85,380, of which $55,000 was recorded as a debt discount and the balance $30,380 was recorded as an interest expense, at inception. During the year ended December 31, 2017, the note holder converted $35,000 of the note for 4,106,274 shares of common stock. The Company recorded a gain on settlement of $1,528, for the difference in the conversion price. During the three month period ended March 31, 2018, the note holder converted balance $23,000 of the note plus unpaid accrued interest of $3,480, pursuant to three separate conversion notices. The Company issued 5,375,889 shares of common stock to effect the conversions and recorded a gain on debt settlement of $2,079 for the difference with the agreed conversion price. The remaining finance fee of $191 and remaining debt discount of $2,323 was amortized on the conversion of the note. The related derivative liability of $21,366 was reclassed to additional paid in capital on the conversion of the note. The Company amortized a debt discount of $2,323 and $0 during the three month periods ended March 31, 2018 and 2017. The Company amortized the finance fee of $191 and $0, respectively, during the three month periods ended March 31, 2018 and 2017. Interest expense was $0 respectively, during the three month periods ended March 31, 2018 and 2017. As of March 31, 2018 and December 31, 2017, the outstanding balance on the convertible note payable amounted to $0 and $23,000, respectively. (E) On May 31, 2017, the Company entered into an unsecured convertible note agreement with a third party for $28,000. The Company received $25,000, net of the financing fee of $3,000. 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 note is due on March 15, 2018 and carries interest at the rate of 12% per annum. The note is convertible at any time starting after the first 180 days of the note and ending on the later of the maturity date or the date of payment. The note is convertible at 61% of the Market Price. Market price shall mean the average of the lowest two trading prices during the last fifteen trading day period completed on the latest trading day prior to the conversion. 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 $37,967, of which $25,000 was recorded as a debt discount and the balance $12,967 was recorded as an interest expense, at inception. During the three month period ended March 31, 2018, the note holder converted the note principal balance of $28,000 plus unpaid accrued interest of $1,680, pursuant to four separate conversion notices. The Company issued 7,188,190 shares of common stock to effect the conversions and recorded a loss on debt settlement of $858 for the difference with the agreed conversion price. The remaining finance fee of $771 and remaining debt discount of $6,424 was amortized to interest expense on the conversion of the note. The related derivative liability of $21,421 was reclassed as additional paid in capital on the note conversion. As of March 31, 2018 and December 31, 2017, the outstanding balance on the convertible note payable amounted to $0 and $28,000, respectively. (F) On July 25, 2017, the Company entered into an unsecured convertible note agreement with a third party for $28,000. The Company received $25,000, net of the financing fee of $3,000. 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 note is due on April 30, 2018 and carries interest at the rate of 12% per annum. The note is convertible at any time starting after the first 180 days of the note and ending on the later of the maturity date or the date of payment. The note is convertible at 51% of the Market Price. Market price shall mean the average of the lowest two trading prices during the last fifteen trading day period completed on the latest trading day prior to the conversion. 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 $48,934, of which $25,000 was recorded as a debt discount and the balance $23,934 was recorded as an interest expense, at inception. During the three month period ended March 31, 2018, the note holder converted the note principal balance of $28,000 plus unpaid accrued interest of $1,680, pursuant to four separate conversion notices. The Company issued 10,543,114 shares of common stock to effect the conversions and recorded a gain on debt settlement of $4,512 for the difference with the agreed conversion price. The remaining finance fee of $1,290 and remaining debt discount of $10,753 was amortized to interest expense on the conversion of the note. The related derivative liability of $42,702 was reclassed as additional paid in capital on the note conversion. As of March 31, 2018 and December 31, 2017, the outstanding balance on the convertible note payable amounted to $0 and $28,000, respectively. (G) On November 13, 2017, the Company entered into an unsecured convertible note agreement with a third party for $19,181. The Company received $18,681, net of the financing fee of $500. 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 note is due on August 30, 2018 and carries interest at the rate of 12% per annum. The note is convertible at any time starting after the first 180 days of the note and ending on the later of the maturity date or the date of payment. The note is convertible at 51% of the Market Price. Market price shall mean the average of the lowest two trading prices during the last fifteen trading day period completed on the latest trading day prior to the conversion. 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 $46,163, of which $18,681 was recorded as a debt discount and the balance $27,482 was recorded as an interest expense, at inception. The derivative liability was recalculated on December 31, 2017 as $26,745 and the difference in the value was recorded as a change in derivative liability in the income statement. The derivative liability was recalculated on March 31, 2018 as $42,983 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 $5,798 during the three month period ended March 31, 2018. The Company amortized the finance fee of $155 during three month period ended March 31, 2018. Interest expense of $568 was accrued on the convertible note during the three month period ended March 31, 2018. As of March 31, 2018, the balance outstanding on the loan was $19,181 plus accrued interest of $870. The loan is due on August 30, 2018. The variables used for the Binomial model are as listed below: December 31, 2017 March 31, 2018 Volatility: 253% Volatility: 285% Risk free rate of return: 1.76% Risk free rate of return: 1.73% Expected term: 242 days Expected term: 152 days (H) On September 15, 2017, the Company entered into an unsecured convertible note agreement with a third party for $25,000. The Company received $22,500, net of the financing fee of $2,500. 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 note is due on September 15, 2018 and carries interest at the rate of 10% per annum. The Company also granted a warrant with the convertible note to buy 250,000 shares of common stock of the Company at an exercise price of $0.10 per share. The Company valued the warrants using the black scholes option pricing model at $14,700, which was recorded as a debt discount. The note is convertible at any time starting after the first 180 days of the note and ending on the later of the maturity date or the date of payment. The note is convertible at 61% of the Market Price. Market price shall mean the average of the lowest two trading prices during the last fifteen trading day period completed on the latest trading day prior to the conversion. 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 $113,636, of which $7,800 was recorded as a debt discount and the balance $105,836 was recorded as an interest expense, at inception. The derivative liability was recalculated on December 31, 2017 as $59,596 and the difference in the value was recorded as a change in derivative liability in the income statement. During the three month period ended March 31, 2018, the note holder converted $4,198 of the note principal balance, pursuant to a conversion notice into 4,664,000 shares of common stock to effect the conversions and recorded a loss on debt settlement of $8,480 for the difference with the agreed conversion price. The related debt discount of $2,670 and related finance fee of $297 were also amortized. The related derivative liability on the converted portion of the note of $10,006 was reclassed as additional paid in capital on the note conversion. In accordance with ASC 815, 250,000 warrants were reclassified from equity to derivative liabilities with a fair value of $1,100 and a derivative loss of $13,600. The derivative liability was recalculated on March 31, 2018 as $52,791 and the difference in the value was recorded as a change in derivative liability in the income statement. The Company amortized additional debt discount of $3,263 during the three month period ended March 31, 2018. The Company amortized additional finance fee of $363 during the three month period ended March 31, 2018. Interest expense was $612 for the three month period ended March 31, 2018. As of March 31, 2018 and December 31, 2017, the balance outstanding on the loan was $20,802 and $25,000, respectively. Accrued interest was $1,340 and $728 as of March 31, 2018 and December 31, 2017, respectively. The loan is due on September 15, 2018. The variables used for the Binomial model are as listed below: December 31, 2017 March 31, 2017 Volatility: 253% Volatility: 253% Risk free rate of return: 1.76% Risk free rate of return: 1.93% Expected term: 258 days Expected term: 168 days Subsequent to March 31, 2018, the note holder converted $7,903 of the principal balance into 10,977,000 shares of common stock. (I) On November 14, 2017, the Company entered into an unsecured convertible note agreement with a third party for $27,000. The Company received $25,000, net of the financing fee of $2,000. 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 note is due on November 14, 2018 and carries interest at the rate of 12% per annum. The note is convertible at 50% of the Market Price. Market price shall mean the lowest trading price during the last fifteen trading day period prior to the conversion. 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 $65,378, of which $25,000 was recorded as a debt discount and the balance $40,378 was recorded as an interest expense, at inception. The derivative liability was recalculated on December 31, 2017 as $73,800 and the difference in the value was recorded as a change in derivative liability in the income statement. The derivative liability was recalculated on March 31, 2018 as $165,600 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 $6,164 during the three month ended March 31, 2018. The Company amortized the finance fee of $493 during the three month ended March 31, 2018. Interest expense was $799 for the three month ended March 31, 2018. As of March 31, 2018 and December 31, 2017, the balance outstanding on the loan was $27,000. Accrued interest was $1,216 and $417 at March 31, 2018 and December 31, 2017, respectively. The loan is due on November 14, 2018. The variables used for the Binomial model are as listed below: December 31, 2017 March 31, 2018 Volatility: 253% Volatility: 253% Risk free rate of return: 1.76% Risk free rate of return: 1.93% Expected term: 318 days Expected term: 228 days (J) On January 24, 2018, the Company entered into an unsecured convertible note agreement with a third party for $35,000. The Company received $33,000, net of the financing fee of $2,000. 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 note is due on October 30, 2018 and carries interest at the rate of 12% per annum. The note is convertible at any time starting after the first 180 days of the note and ending on the later of the maturity date or the date of payment. The note is convertible at 61% of the Market Price. Market price shall mean the average of the lowest two trading prices during the last fifteen trading day period completed on the latest trading day prior to the conversion. 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 $58,333, of which $33,000 was recorded as a debt discount and the balance $25,333 was recorded as an interest expense, at inception. The derivative liability was recalculated on March 31, 2018 as $82,353 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 $7,806 during the three month period ended March 31, 2018. The Company amortized the finance fee of $473 during three month period ended March 31, 2018. Interest expense of $759 was accrued on the convertible note during the three month period ended March 31, 2018. As of March 31, 2018, the balance outstanding on the loan was $35,000. The variables used for the Binomial model are as listed below: January 24, 2018 March 31, 2018 Volatility: 285% Volatility: 285% Risk free rate of return: 1.79% Risk free rate of return: 1.93% Expected term: 279 days Expected term: 213 days (K) On February 22, 2018, the Company entered into an unsecured convertible note agreement with a third party for $43,000. The Company received $40,000, net of the financing fee of $3,000. 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 note is due on November 30, 2018 and carries interest at the rate of 12% per annum. The note is convertible at any time starting after the first 180 days of the note and ending on the later of the maturity date or the date of payment. The note is convertible at 51% of the Market Price. Market price shall mean the average of the lowest two trading prices during the last fifteen trading day period completed on the latest trading day prior to the conversion. 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 $104,549, of which $40,000 was recorded as a debt discount and the balance $64,549 was recorded as an interest expense, at inception. The derivative liability was recalculated on March 31, 2018 as $103,585 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 $5,267 during the three month period ended March 31, 2018. The Company amortized the finance fee of $395 during three month period ended March 31, 2018. Interest expense of $523 was accrued on the convertible note during the three month period ended March 31, 2018. As of March 31, 2018, the balance outstanding on the loan was $43,000. The variables used for the Binomial model are as listed below: February 22, 2018 March 31, 2018 Volatility: 285% Volatility: 285% Risk free rate of return: 2.03% Risk free rate of return: 1.93% Expected term: 281 days Expected term: 244 days (L) On February 12, 2016, the Company signed a twelve months revolving line of credit agreement with a related party. The line amount is $100,000 and carries interest at 12% per annum. In January 2017, the Company signed an amendment to extend the due date of the loan to June 30, 2018 for a conversion option for the restricted common stock of the Company. During the year ended December 31, 2017, the related party assigned $30,000 of the loan to an unrelated third party on the same terms. The third party opted to convert $5,000 of the principal balance into 892,857 shares of common stock of the Company. The Company recorded a loss on settlement of debt of $714, on the excess shares issued to the note holder. The derivative liability was recalculated on December 31, 2017 as $62,222 on the loan assigned and the proportionate difference in the value was recorded as a change in derivative liability in the income statement. The derivative liability was recalculated on March 31, 2018 as $65,000 and the difference in the value recorded as a change in derivative liability in the income statement. The Company amortized a debt discount of $1,461 during the three month period ended March 31, 2018. Interest expense was $740 for the three month period ended March 31, 2018. As of March 31, 2018 and December 31, 2017, the balance outstanding on the loan was $25,000. Accrued interest was $4,340 and $3,600 as of March 31, 2018 and December 31, 2017, respectively. The loan was due on June 30, 2018 and as of the date of these financials remains unpaid. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – 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 expired on April 30, 2017 and the Company is now on a month to month lease Rent expense amounted to $6,800 and $6,417 for the three month periods ended March 31, 2018 and 2017, 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 course 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, 2018. |
Revolving Line of Credit- Relat
Revolving Line of Credit- Related Party | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit- Related Party | Note 9 – REVOLVING LINE OF CREDIT- RELATED PARTY On February 12, 2016, the Company signed a twelve months revolving line of credit agreement with a related party. The line amount is $100,000 and carries interest at 12% per annum. In January 2017, the Company signed an amendment to extend the due date of the loan to June 30, 2018 for a conversion option for the restricted common stock of the Company. The note carries interest at the rate of 12% per annum and is convertible at any time starting from January 18, 2017 and ending on the later of the maturity date or the date of payment. The note is convertible at 50% of the Average Market Price for the 15 previous trading days before the conversion notice date. The derivative liability on the note was calculated, using the Binomial model, to be $227,760, of which $101,400 was recorded as a debt discount and the balance $126,360 was recorded as an interest expense, at inception. During the year ended December 31, 2017, the related party assigned $30,000 of the loan to an unrelated third party on the same terms. The derivative liability was recalculated on December 31, 2017 as $177,707 on the balance related party loan and the difference in the value recorded as a change in derivative liability in the income statement. During the three month period ended March 31, 2018, the Company paid off $10,542 of the principal balance and $1,458 of the accrued interest. The Company raised additional cash of $12,000 on the line of credit on the same terms. The derivative liability on the new money raised was calculated, using the Binomial model, to be $21,691, of which $12,000 was recorded as a debt discount and the balance $9,688 was recorded as an interest expense, at inception. The derivative liability was recalculated on March 31, 2018 as $213,050 and the difference in the value recorded as a change in derivative liability in the income statement. The Company amortized a debt discount of $14,430 during the three month period ended March 31, 2018. Interest expense of $2,097 was accrued on the convertible loan during the three month period ended March 31, 2018. As of March 31, 2018 and December 31, 2017, the balance outstanding on the loan was $69,942 and $81,942, respectively. Accrued interest was $9,207 and $8,568 as of March 31, 2018 and December 31, 2017, respectively. The loan was due on June 30, 2018 and remains unpaid. Subsequent to March 31, 2018, the loan holder converted $60,000 of the principal balance into 24,000,000 shares of common stock. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – INCOME TAXES The Company did not file its federal tax returns for fiscal years from 2012 through 2017. 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, 2018 and December 31, 2017 will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets at March 31, 2018 and December 31, 2017. At March 31, 2018 and December 31, 2017, the Company had federal net operating loss carry-forwards of approximately $4,000,000, expiring beginning in 2032. Deferred tax assets consist of the following components: March 31 2018 December 31, 2017 Net loss carryforward $ 1,350,000 $ 1,100,000 Valuation allowance (1,350,000 ) (1,100,000 ) Total deferred tax assets $ - $ - |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 11 – EQUITY During the year ended December 31, 2016, the Company agreed to issue 3,200,000 shares for services at a price between $0.157 to $0.075, for a total of $256,480. Additionally, the Company agreed to issue 825,000 shares of common stock for marketing services at a per share price of $0.1497 for a total consideration of $125,000. As of March 31, 2018, these shares are yet to be issued and have been recorded as common stock issuable. The Company also agreed to issue 200,000 shares of its common stock at $0.05 per share for $10,000 cash, during the year ended December 31, 2016. The shares were issued during the year ended December 31, 2017. 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. This note resulted in a $75,000 deferred equity issuance cost and is being amortized over the contract period. During the year ended December 31, 2017 and 2016, respectively, the Company recorded $37,500 and $18,750 in amortization of the deferred equity issuance costs for the Equity Purchase Agreement (See Note 13). During the year ended December 31, 2017, the Company issued 1,500,000 shares for the conversion of the promissory note along with interest accrued on the same of $6,574. The shares issued were recorded at the fair market value of $0.054 on the date of conversion notice. During the year ended December 31, 2017, the Company increased the authorized share capital for common stock of the Company from 100 million to 300 million. During the year ended December 31, 2017, the Company increased the authorized share capital for preferred stock of the Company from 0 to 10 million. During the year ended December 31, 2017, the Company issued 36,885 shares of company’s common stock, to a third party for $2,250 cash. During the year ended December 31, 2017, the Company issued 140,808 shares of company’s common stock, for payment of a related party accounts payable totaling $8,589, including penalties. During the year ended December 31, 2017, the Company issued 177,694 shares of company’s common stock in exchange for consulting and advisory services, valued at $10,840. During the year ended December 31, 2017, the Company issued 2,911,195 shares of company’s common stock, to partially convert $23,600 of a convertible note payable. During the year ended December 31, 2017, the Company issued 1,946,200 shares of common stock to effect conversion of accrued interest on a convertible note of $7,006. During the year ended December 31, 2017, one of the note holder converted $35,000 of the note for 3,106,274 shares of common stock. During the year ended December 31, 2017, the Company issued 892,857 shares of company’s common stock, to partially convert $5,000 of a convertible note payable. During the year ended December 31, 2017, the Company agreed to issue 1,000,000 shares of common stock to a third party for $15,000 cash. The shares were not issued as of December 31, 2017 and have been recorded as shares to be issued in the accompanying financial statements. During the year ended December 31, 2017, the Company capitalized $48,000 as capital contribution by prior president of the Company, for the accrued salary due to the prior president. During the year ended December 31, 2017, the Company entered into an unsecured loan payable agreement with a related party for $14,100, due on September 15, 2017. The Company granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The Company valued the options using the black scholes options pricing model. The fair market value of the options was $26,746. The value was restricted to the face value of the note and hence, $14,100 was recorded as a debt discount and credited as additional paid in capital in the accompanying financials (See Note 7). During the year ended December 31, 2017, the Company entered into another unsecured loan payable agreement with the same related party for $17,500, with net loan proceeds of $14,100. The Company also granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The Company valued the options using the black scholes options pricing model. The fair market value of the options was $22,945. The value was restricted to the net proceeds of the note and hence, $14,100 was recorded as a debt discount and credited as additional paid in capital in the accompanying financials (See Note 7). During the year ended December 31, 2017, the Company entered into an unsecured convertible note agreement with a third party for $25,000. The Company received $22,500, net of the financing fee of $2,500. The Company also granted a warrant with the convertible note to buy 250,000 shares of common stock of the Company at an exercise price of $0.10 per share. The Company valued the warrants using the black scholes option pricing model at $14,700, which was recorded as a debt discount and credited as additional paid in capital in the accompanying financials (See Note 7). During the three month ended March 31, 2018, the Company increased the authorized share capital of the Company from 300 million to 1 billion shares of common stock. During the three month ended March 31, 2018, the Company issued 3 million shares of preferred stock to the prior president of the Company for services rendered during the quarter. A value of $45,000 was recorded in these financial statements. During the three month period ended March 31, 2018, the Company issued 54,954,114 shares of common stock to effect the conversions of various convertible note payables and accrued interest on same and recorded a loss on debt settlement of $16,734 for the difference with the agreed conversion price. |
Warrants and Options
Warrants and Options | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Warrants and Options | Note 12 – WARRANTS AND OPTIONS As of March 31, 2018, there were 2,000,000 options outstanding and exercisable, issued in relation with loans payable due to related parties. Each whole share purchase option has an exercise price of $0.015 per common share. The options were evaluated for purposes of classification between liability and equity and were reclassed from equity to derivative liability. The Binomial model was used to estimate the fair value of $10,100 for the options. Following inputs were used for the Binomial model: Options 2,000,000 Term 3-6 months Exercise price $ 0.015 Volatility 285 % Risk Free Interest Rate 1.73%-1.93 % Fair Value $ 10,100 Activity for the year ended December 31, 2017 and the three month period ended March 31, 2018 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at December 31, 2016 - $ - - Granted 2,000,000 $ 0.015 1.00 Expired - $ - - Exercised - $ - - Outstanding at December 31, 2017 2,000,000 $ 0.015 0.63 Granted - $ - - Expired - $ - - Exercised - $ - - Outstanding at March 31, 2018 2,000,000 $ 0.015 0.38 As of March 31, 2018, there were 250,000 warrants outstanding and exercisable, issued in relation with a convertible note payable. Each whole share purchase option has an exercise price of $0.10 per common share. The warrants were evaluated for purposes of classification between liability and equity. The warrants contain features that would require a liability classification and are therefore recorded as derivative liability. The Binomial model was used to estimate the fair value of $1,100 for the Warrants. Following inputs were used for the Binomial model: Warrants 250,000 Term 3 years Exercise price $ 0.10 Volatility 285 % Risk Free Interest Rate 2.33 % Fair Value $ 1,100 Activity for the year ended December 31, 2017 and the three months ended March 31, 2018 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Outstanding at December 31, 2016 - $ - - Granted 250,000 $ 0.10 3.00 Expired - $ - - Exercised - $ - - Outstanding at December 31, 2017 250,000 $ 0.10 2.75 Granted - $ - - Expired - $ - - Exercised - $ - - Outstanding at March 31, 2018 250,000 $ 0.10 2.50 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 – SUBSEQUENT EVENTS On April 11, 2018, the Company borrowed $15,000 pursuant to a convertible note agreement bearing an interest rate of 12% per annum and with a maturity date of January 30, 2019. On April 27, 2018, the Company borrowed $21,500 pursuant to a convertible note agreement bearing an interest rate of 12% per annum and with a maturity date of February 15, 2019. On May 21, 2018, the Company received a demand letter on five (5) convertible promissory notes in favor of a single lender totaling $133,581. Including accrued interest and accrued default interest, immediate demand payment of $200,371 was made. The default was triggered by the Company’s failure to file its Form 10-Q for the period ending March 31, 2018, on its due date. The Company is currently in negotiation with the lender to retract its demand upon the filing of its Form 10-Q. On various dates between May 3 and May 11, 2018, the Company issued 38,222,700 shares of common stock to effect conversion of $56,672 of convertible notes payable and $6,260 of accrued interest on the same (See Note 7). On May 4, 2018, the Company issued 36,640,000 shares of common stock to effect conversion of $31,600 of related party notes payable (See Note 6) and $60,000 of related party line of credit (See Note 9). On May 4, 2018, the Company issued 6,000,000 shares of common stock for $15,000 cash. On May 4, 2018, the Company issued 5,000,000 shares of common stock for services totaling $12,500. On June 25, 2018, the Company received a legal notice demanding approximately $404,000, from the note holder for defaulting on the convertible promissory loan dated January 6, 2017. The Company is still trying to negotiate the terms with the note holder. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 | Cash Cash consists of deposits in one large national bank. At March 31, 2018 and December 31, 2017, the Company had $22,136 and $499 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 estimated useful life of the asset; lease hold improvements are depreciated over the shorter of estimated useful life of the asset or over 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, 2018 and December 31, 2017, Property, plant and equipment consisted of the following: March 31, 2018 December 31, 2017 Furniture and 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 131,026 131,026 Less: Accumulated depreciation (106,152 ) (99,350 ) Property, plant and equipment, net $ 24,874 $ 31,676 Depreciation expense was $6,803 and $9,463 for the three month periods ended March 31, 2018 and 2017, respectively. |
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, 2018: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 2,058,527 $ - $ - $ 2,058,527 Total liabilities measured at fair value $ 2,058,527 $ - $ - $ 2,058,527 Assets and liabilities measured at fair value are as follows as of December 31, 2017: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 1,030,132 $ - $ - $ 1,030,132 Total liabilities measured at fair value $ 1,030,132 $ - $ - $ 1,030,132 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 laibilities issued 717,999 Gain on change in derivative liabilities 42,058 Balance as of December 31, 2017 1,030,132 Fair value of derivative laibilities issued 184,573 Loss on change in derivative liabilities 1,064,317 Derivative liabilities reversed to APIC (263,395 ) Warrants/options reclassified from APIC to derivative liability $ 42,900 Balance as of March 31, 2018 $ 2,058,527 |
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 month periods ended March 31, 2018 and 2017, 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 the three month periods ended March 31, 2018 and 2017: 2018 2017 Basic and diluted Net loss $ (1,491,467 ) $ (48,588 ) Weighted average number of shares in computing basic and diluted net loss Basic 75,518,883 37,318,395 Diluted 75,518,883 37,318,395 Net loss per share basic and diluted Basic and diluted $ (0.02 ) $ (0.00 ) |
Revenue Recognition | Revenue Recognition Revenue Recognition: The company recognizes revenues when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those good or services. The Company has not generated revenues since inception. In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. |
Cost of Sales | Cost of Sales Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product sampling. |
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 $0 for the three month periods ended March 31, 2018 and 2017, respectively |
Operating Overhead Expense | Operating Overhead Expense Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel. |
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. ASC 740 provide accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. 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 March 31, 2018 and December 31, 2017, the Company had not taken any significant uncertain tax positions on its tax returns for year ended December 31, 2017 and prior years or in computing its tax provision for 2017. 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 | 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. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. |
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, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | As of March 31, 2018 and December 31, 2017, Property, plant and equipment consisted of the following: March 31, 2018 December 31, 2017 Furniture and 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 131,026 131,026 Less: Accumulated depreciation (106,152 ) (99,350 ) Property, plant and equipment, net $ 24,874 $ 31,676 |
Schedule of Fair Value of Assets and Liabilities | Assets and liabilities measured at fair value are as follows as of March 31, 2018: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 2,058,527 $ - $ - $ 2,058,527 Total liabilities measured at fair value $ 2,058,527 $ - $ - $ 2,058,527 Assets and liabilities measured at fair value are as follows as of December 31, 2017: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 1,030,132 $ - $ - $ 1,030,132 Total liabilities measured at fair value $ 1,030,132 $ - $ - $ 1,030,132 |
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 laibilities issued 717,999 Gain on change in derivative liabilities 42,058 Balance as of December 31, 2017 1,030,132 Fair value of derivative laibilities issued 184,573 Loss on change in derivative liabilities 1,064,317 Derivative liabilities reversed to APIC (263,395 ) Warrants/options reclassified from APIC to derivative liability $ 42,900 Balance as of March 31, 2018 $ 2,058,527 |
Schedule of Basic and Diluted Earnings Per Share | The following table sets for the computation of basic and diluted earnings per share for the three month periods ended March 31, 2018 and 2017: 2018 2017 Basic and diluted Net loss $ (1,491,467 ) $ (48,588 ) Weighted average number of shares in computing basic and diluted net loss Basic 75,518,883 37,318,395 Diluted 75,518,883 37,318,395 Net loss per share basic and diluted Basic and diluted $ (0.02 ) $ (0.00 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Amount of Vehicles Per Year | 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 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following components: March 31 2018 December 31, 2017 Net loss carryforward $ 1,350,000 $ 1,100,000 Valuation allowance (1,350,000 ) (1,100,000 ) Total deferred tax assets $ - $ - |
Warrants and Options (Tables)
Warrants and Options (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Fair Value Derivative Liability | Following inputs were used for the Binomial model: Options 2,000,000 Term 3-6 months Exercise price $ 0.015 Volatility 285 % Risk Free Interest Rate 1.73%-1.93 % Fair Value $ 10,100 |
Schedule of Option Activity | Activity for the year ended December 31, 2017 and the three month period ended March 31, 2018 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at December 31, 2016 - $ - - Granted 2,000,000 $ 0.015 1.00 Expired - $ - - Exercised - $ - - Outstanding at December 31, 2017 2,000,000 $ 0.015 0.63 Granted - $ - - Expired - $ - - Exercised - $ - - Outstanding at March 31, 2018 2,000,000 $ 0.015 0.38 |
Schedule of Warrants Activity | Activity for the year ended December 31, 2017 and the three months ended March 31, 2018 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Outstanding at December 31, 2016 - $ - - Granted 250,000 $ 0.10 3.00 Expired - $ - - Exercised - $ - - Outstanding at December 31, 2017 250,000 $ 0.10 2.75 Granted - $ - - Expired - $ - - Exercised - $ - - Outstanding at March 31, 2018 250,000 $ 0.10 2.50 |
Warrant [Member] | |
Schedule of Fair Value Derivative Liability | Following inputs were used for the Binomial model: Warrants 250,000 Term 3 years Exercise price $ 0.10 Volatility 285 % Risk Free Interest Rate 2.33 % Fair Value $ 1,100 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Cash | $ 22,136 | $ 499 | |
Depreciation expense | 6,803 | $ 9,463 | |
Advertising and marketing expense | $ 0 | $ 0 | |
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 [Member] | |||
Property, estimated useful lives | 7 years |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Total | $ 131,026 | $ 131,026 |
Less: Accumulated depreciation | (106,152) | (99,350) |
Property, plant and equipment, net | 24,874 | 31,676 |
Furniture and Furnishings [Member] | ||
Total | 14,303 | 14,303 |
Leasehold Improvements [Member] | ||
Total | 18,184 | 18,184 |
Vehicle and Parts [Member] | ||
Total | 76,045 | 76,045 |
Tools and Equipment [Member] | ||
Total | $ 22,494 | $ 22,494 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative liability | $ 2,058,527 | $ 1,030,132 | |
Total liabilities measured at fair value | 2,058,527 | 1,030,132 | $ 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 | 2,058,527 | 1,030,132 | |
Total liabilities measured at fair value | $ 2,058,527 | $ 1,030,132 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Schedule of Derivative Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Balance, beginning | $ 1,030,132 | $ 270,075 | $ 270,075 |
Fair value of derivative liabilities issued | 184,573 | 717,999 | |
Gain Loss on change in derivative liabilities | 1,064,317 | 42,058 | |
Derivative liabilities reversed to APIC | (263,395) | ||
Warrants/options reclassified from APIC to derivative liability | 42,900 | ||
Balance, ending | $ 2,058,527 | $ 1,030,132 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Net loss | $ (1,491,467) | $ (48,588) | $ (1,033,117) |
Weighted average number of shares in computing basic and diluted net loss, basic | 75,518,883 | 37,318,395 | |
Weighted average number of shares in computing basic and diluted net loss, diluted | 75,518,883 | 37,318,395 | |
Net loss per share basic and diluted | $ (0.02) | $ 0 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 5,550,715 | $ 4,059,248 |
Working capital | $ 2,485,925 | $ 1,477,483 |
Vehicle Deposits (Details Narra
Vehicle Deposits (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($)Integer | Dec. 31, 2017USD ($) | |
Deposits [Abstract] | ||
Vehicle deposits | $ | $ 24,405 | $ 24,405 |
Number of prototype test models | Integer | 1 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2013 | Dec. 31, 2012 | |
Impairment loss | $ 50,000 | ||||
License [Member] | |||||
Total payment incurred for license agreement | $ 50,000 | $ 50,000 |
Loans Payable Due to Related 33
Loans Payable Due to Related Parties (Details Narrative) - USD ($) | Sep. 27, 2017 | Jul. 01, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2017 |
Fair value of options | $ 10,100 | |||||
Amortization of debt discount | 71,095 | $ 108,896 | ||||
Interest expense | 9,000 | 0 | ||||
Fair value of derivative liability | $ 2,058,527 | $ 1,030,132 | ||||
Related Party [Member] | ||||||
Loan maturity date | Apr. 1, 2018 | |||||
Interest expense | $ 296 | 0 | ||||
Outstanding balance | $ 10,000 | 10,000 | ||||
Proceeds from related party debt | $ 10,000 | |||||
Loan bears interest rate | 12.00% | |||||
Acrued interest | $ 1,845 | 1,549 | ||||
Binomial Model [Member] | Measurement Input, Price Volatility [Member] | ||||||
Fair value assumptions, measurement input, percentages | 253.00% | |||||
Binomial Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 1.73% | |||||
Binomial Model [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, percentages | 1.93% | |||||
Binomial Model [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | ||||||
Fair value assumptions, measurement input, term | 3 months | |||||
Binomial Model [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | ||||||
Fair value assumptions, measurement input, term | 6 months | |||||
Loan Payable Agreement [Member] | ||||||
Loan payable related party | $ 14,100 | $ 14,100 | ||||
Loan maturity date | Sep. 15, 2017 | Sep. 15, 2017 | ||||
Option to purchase shares of common stock | 1,000,000 | 1,000,000 | ||||
Option exercise price per share | $ 0.015 | $ 0.015 | ||||
Fair value of options | $ 26,746 | $ 26,746 | ||||
Amortization of debt discount | 14,100 | |||||
Interest expense | $ 1,500 | |||||
Outstanding balance | $ 17,100 | 17,100 | ||||
Accrued penalty interest | 1,750 | |||||
Penalty per day | 100 | |||||
Loans payable due to related parties | $ 25,968 | 16,698 | ||||
Number of shares reclassified from equity to derivative liabilities | 1,000,000 | |||||
Fair value of derivative liability | $ 4,300 | |||||
Derivative loss | 9,800 | |||||
Note Amendment [Member] | ||||||
Debt instrument, maturity date, description | On September 27, 2017, the Company entered into a note amendment, whereby, the term of the note was extended until November 1, 2017 | |||||
Finance fee amount | $ 1,500 | |||||
Late fee amount | 1,500 | |||||
Loan Payable Agreement 1 [Member] | ||||||
Loan payable related party | $ 17,500 | $ 17,500 | ||||
Loan maturity date | Nov. 1, 2017 | |||||
Option to purchase shares of common stock | 1,000,000 | 1,000,000 | ||||
Option exercise price per share | $ 0.015 | $ 0.015 | ||||
Fair value of options | $ 22,945 | $ 22,945 | ||||
Amortization of debt discount | 14,100 | |||||
Interest expense | 9,000 | 0 | ||||
Finance fee amount | $ 3,400 | |||||
Outstanding balance | 17,500 | 17,500 | ||||
Accrued penalty interest | 1,750 | |||||
Penalty per day | 100 | |||||
Loans payable due to related parties | 23,100 | 14,100 | ||||
Number of shares reclassified from equity to derivative liabilities | 1,000,000 | |||||
Fair value of derivative liability | $ 5,800 | |||||
Derivative loss | 8,300 | |||||
Loan funding fee | 1,750 | $ 9,000 | $ 0 | |||
Loan processing fee | $ 1,650 | |||||
Proceeds from related party debt | $ 14,100 |
Convertible Note Payables (Deta
Convertible Note Payables (Details Narrative) | Feb. 22, 2018USD ($) | Jan. 24, 2018USD ($) | Nov. 14, 2017USD ($) | Nov. 13, 2017USD ($) | Sep. 27, 2017USD ($)shares | Sep. 15, 2017USD ($)$ / sharesshares | Jul. 25, 2017USD ($) | Apr. 25, 2017USD ($) | Jan. 06, 2017USD ($)Integer | Jan. 06, 2017USD ($) | Nov. 01, 2016USD ($)$ / shares | Oct. 26, 2016USD ($)Integer | Feb. 12, 2016USD ($) | May 31, 2017USD ($) | Apr. 30, 2017 | Apr. 21, 2017USD ($) | Jan. 31, 2017 | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($)shares | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Debt discount | $ 14,430 | ||||||||||||||||||||||
Amortized of debt discount | 71,095 | $ 108,896 | |||||||||||||||||||||
Interest expense debt | 9,000 | 0 | |||||||||||||||||||||
Debt conversion value | $ 60,000 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 24,000,000 | ||||||||||||||||||||||
Derivative liability | $ 213,050 | ||||||||||||||||||||||
Gain loss on debt settlement | 949 | ||||||||||||||||||||||
Gain Loss on change in derivative liabilities | 1,064,317 | $ 42,058 | |||||||||||||||||||||
Fair value of derivative liabilities | $ 2,058,527 | 1,030,132 | $ 270,075 | ||||||||||||||||||||
Line of credit facility, expiration date | Jun. 30, 2018 | ||||||||||||||||||||||
Revolving Line of Credit Agreement [Member] | |||||||||||||||||||||||
Convertible note payables | $ 25,000 | 25,000 | |||||||||||||||||||||
Notes maturity date | Jun. 30, 2018 | ||||||||||||||||||||||
Amortized of debt discount | $ 1,461 | ||||||||||||||||||||||
Accrued interest | 4,340 | 3,600 | |||||||||||||||||||||
Interest expense debt | 740 | ||||||||||||||||||||||
Derivative liability | 65,000 | ||||||||||||||||||||||
Note Holder [Member] | |||||||||||||||||||||||
Convertible note payables | $ 16,913 | 49,200 | |||||||||||||||||||||
Notes maturity date | Jan. 26, 2018 | ||||||||||||||||||||||
Debt instrument, maturity date, description | The Company entered into a note amendment whereby, the maturity of the note was extended to January 26, 2018 | ||||||||||||||||||||||
Amortized of debt discount | $ 4,202 | 18,500 | |||||||||||||||||||||
Accrued interest | 10,464 | 9,513 | |||||||||||||||||||||
Interest expense debt | 951 | 1,950 | |||||||||||||||||||||
Debt conversion value | $ 32,286 | $ 23,600 | |||||||||||||||||||||
Number of shares issued on conversion | shares | 12,681,921 | 2,911,195 | |||||||||||||||||||||
Derivative liability | $ 101,479 | ||||||||||||||||||||||
Amortized of finance fee | $ 7,800 | 2,869 | 3,167 | ||||||||||||||||||||
Cash payment | 33,118 | ||||||||||||||||||||||
Gain loss on debt settlement | 6,902 | $ 5,786 | |||||||||||||||||||||
Gain Loss on change in derivative liabilities | 41,343 | ||||||||||||||||||||||
Reclassified to additional paid in capital | $ 114,796 | ||||||||||||||||||||||
Note Holder [Member] | Common Stock [Member] | |||||||||||||||||||||||
Number of shares issued on conversion | shares | 4,580,800 | ||||||||||||||||||||||
Debt principal amount | $ 6,871 | ||||||||||||||||||||||
Note Holder [Member] | Minimum [Member] | |||||||||||||||||||||||
Debt principal amount | 7,800 | ||||||||||||||||||||||
Note Holder [Member] | Maximum [Member] | |||||||||||||||||||||||
Debt principal amount | $ 72,800 | ||||||||||||||||||||||
Convertible Note Agreement [Member] | |||||||||||||||||||||||
Debt discount | $ 14,700 | ||||||||||||||||||||||
Number of warrants | shares | 250,000 | ||||||||||||||||||||||
Note Amendment Agreement [Member] | |||||||||||||||||||||||
Convertible note payables | $ 109,943 | $ 85,750 | |||||||||||||||||||||
Promissory note rate of interest per annum | 22.00% | ||||||||||||||||||||||
Notes maturity date | Feb. 6, 2018 | ||||||||||||||||||||||
Amortized of debt discount | $ 534 | 21,538 | |||||||||||||||||||||
Accrued interest | 9,351 | ||||||||||||||||||||||
Interest expense debt | 4,401 | 2,175 | |||||||||||||||||||||
Debt conversion value | $ 12,319 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 14,501,000 | ||||||||||||||||||||||
Derivative liability | $ 1,221,589 | ||||||||||||||||||||||
Amortized of finance fee | 5,246 | 2,692 | |||||||||||||||||||||
Debt principal amount | 113,750 | ||||||||||||||||||||||
Cash payment | $ 14,100 | ||||||||||||||||||||||
Gain loss on debt settlement | 5,700 | ||||||||||||||||||||||
Gain Loss on change in derivative liabilities | 905,047 | ||||||||||||||||||||||
Reclassified to additional paid in capital | 53,104 | ||||||||||||||||||||||
Default penalty | 35,000 | ||||||||||||||||||||||
Accrued penalties and interest | 264,000 | ||||||||||||||||||||||
Note Amendment Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Debt principal amount | $ 14,100 | ||||||||||||||||||||||
Note Amendment Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Debt principal amount | $ 92,850 | ||||||||||||||||||||||
Second Note Amendment Agreement [Member] | |||||||||||||||||||||||
Interest expense debt | $ 7,006 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 1,946,000 | ||||||||||||||||||||||
Cash payment | $ 14,100 | ||||||||||||||||||||||
Gain loss on debt settlement | 34,837 | ||||||||||||||||||||||
Debt reduced principal amount | 85,750 | ||||||||||||||||||||||
Second Note Amendment Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Debt principal amount | 21,100 | ||||||||||||||||||||||
Second Note Amendment Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Debt principal amount | $ 99,850 | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Unsecured Convertible Note Agreement [Member] | Conversion Price [Member] | |||||||||||||||||||||||
Debt discount lowest trading days | Integer | 25 | ||||||||||||||||||||||
Percentage of debt discount lowest trading price | 50.00% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Unsecured Convertible Note Agreement [Member] | Conversion Price 1[Member] | |||||||||||||||||||||||
Debt discount lowest trading days | Integer | 25 | ||||||||||||||||||||||
Percentage of debt discount lowest trading price | 50.00% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Unsecured Convertible Note Agreement [Member] | Until Ninetieth (90) day after the Issuance Date [Member] | |||||||||||||||||||||||
Debt redemption price percentage | 135.00% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Unsecured Convertible Note Agreement [Member] | 90 Day One Hundred and Twentieth (120) Day after Issuance Date [Member] | |||||||||||||||||||||||
Debt redemption price percentage | 140.00% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Unsecured Convertible Note Agreement [Member] | From 12th day One Hundred and Eightieth (180) Day After Issuance Date [Member] | |||||||||||||||||||||||
Debt redemption price percentage | 145.00% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Equity Purchase Agreement[Member] | After the 180th day up to the Maturity Date [Member] | |||||||||||||||||||||||
Debt redemption price percentage | 150.00% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Convertible Note Agreement [Member] | Conversion Price [Member] | |||||||||||||||||||||||
Debt discount lowest trading days | Integer | 20 | ||||||||||||||||||||||
Percentage of debt discount lowest trading price | 50.00% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | Convertible Note Agreement [Member] | Conversion Price 1[Member] | |||||||||||||||||||||||
Debt discount lowest trading days | Integer | 20 | ||||||||||||||||||||||
Percentage of debt discount lowest trading price | 50.00% | ||||||||||||||||||||||
Three Unrelated Parties [Member] | Unsecured Convertible Promissory One [Member] | |||||||||||||||||||||||
Convertible note payables | $ 10,000 | ||||||||||||||||||||||
Promissory note rate of interest per annum | 12.00% | ||||||||||||||||||||||
Three Unrelated Parties [Member] | Unsecured Convertible Promissory Two [Member] | |||||||||||||||||||||||
Convertible note payables | $ 10,000 | ||||||||||||||||||||||
Promissory note rate of interest per annum | 12.00% | ||||||||||||||||||||||
Three Unrelated Parties [Member] | Unsecured Convertible Promissory Three [Member] | |||||||||||||||||||||||
Convertible note payables | $ 10,000 | ||||||||||||||||||||||
Promissory note rate of interest per annum | 12.00% | ||||||||||||||||||||||
Three Unrelated Parties [Member] | Unsecured Convertible Promissory Four [Member] | |||||||||||||||||||||||
Convertible note payables | $ 10,000 | ||||||||||||||||||||||
Promissory note rate of interest per annum | 12.00% | ||||||||||||||||||||||
Three Unrelated Parties [Member] | Four Unsecured Convertible Promissory [Member] | |||||||||||||||||||||||
Convertible note payables | 40,000 | 40,000 | |||||||||||||||||||||
Notes maturity date | Apr. 30, 2017 | ||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.075 | ||||||||||||||||||||||
Debt discount | $ 16,000 | ||||||||||||||||||||||
Debt instrument, maturity date, description | Company extended the term of the four notes by 90 days until July 29, 2017 | ||||||||||||||||||||||
Amortized of debt discount | 8,000 | ||||||||||||||||||||||
Accrued interest | 4,400 | 3,200 | |||||||||||||||||||||
Interest expense debt | 1,200 | 1,200 | |||||||||||||||||||||
Note Holders [Member] | Unsecured Convertible Note Agreement Four [Member] | |||||||||||||||||||||||
Debt conversion value | $ 7,903 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 10,977,000 | ||||||||||||||||||||||
Note Holders [Member] | Four Unsecured Convertible Promissory [Member] | |||||||||||||||||||||||
Accrued interest | $ 4,800 | ||||||||||||||||||||||
Debt conversion value | $ 40,000 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 18,000,000 | ||||||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||||||
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 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 Holderâs 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 Holderâs 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 Holderâs 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. | ||||||||||||||||||||||
Accredited Investor [Member] | Unsecured Convertible Note Agreement [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 | ||||||||||||||||||||||
Interest expense debt | 186,950 | ||||||||||||||||||||||
Note financing cost | 9,500 | ||||||||||||||||||||||
Derivative liability | $ 242,450 | ||||||||||||||||||||||
Third Party [Member] | Revolving Line of Credit Agreement [Member] | |||||||||||||||||||||||
Convertible note payables | 30,000 | ||||||||||||||||||||||
Debt conversion value | $ 5,000 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 892,857 | ||||||||||||||||||||||
Derivative liability | $ 62,222 | ||||||||||||||||||||||
Gain loss on debt settlement | 714 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement [Member] | |||||||||||||||||||||||
Convertible note payables | $ 43,000 | $ 35,000 | $ 27,000 | $ 19,181 | $ 25,000 | $ 28,000 | $ 78,750 | $ 78,750 | $ 28,000 | $ 58,000 | $ 23,000 | ||||||||||||
Promissory note rate of interest per annum | 12.00% | 12.00% | 12.00% | 12.00% | 10.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||||||||||
Notes maturity date | Nov. 30, 2018 | Oct. 30, 2018 | Nov. 14, 2018 | Aug. 30, 2018 | Sep. 15, 2018 | Apr. 30, 2018 | Oct. 6, 2017 | Mar. 15, 2018 | Jan. 30, 2018 | ||||||||||||||
Conversion price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||
Debt discount | $ 40,000 | $ 33,000 | $ 18,681 | $ 14,700 | $ 25,000 | $ 70,000 | $ 70,000 | $ 25,000 | $ 55,000 | ||||||||||||||
Amortized of debt discount | 5,267 | 7,806 | $ 25,000 | 7,800 | 2,323 | 0 | |||||||||||||||||
Accrued interest | 3,480 | ||||||||||||||||||||||
Interest expense debt | 64,549 | 25,333 | 40,378 | 27,482 | 105,836 | 23,934 | 67,118 | 12,967 | 30,380 | $ 0 | 0 | ||||||||||||
Debt conversion value | $ 35,000 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 5,375,889 | 4,106,274 | |||||||||||||||||||||
Note financing cost | $ 3,000 | $ 2,000 | $ 2,000 | $ 500 | $ 2,500 | $ 3,000 | $ 8,750 | 8,750 | $ 3,000 | $ 3,000 | |||||||||||||
Conversion of note, description | The note is due on October 6, 2017 and carries interest at the rate of 12% per annum. In the event of default, the amount of principal and interest not paid when due will bear interest of 22% per annum. Should an event of default occur, the Company is liable to pay 150% of the then outstanding principal and interest. The note agreement also contains certain covenants, if breached, the Company is liable for additional penalties. 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. | ||||||||||||||||||||||
Percentage of debt discount lowest trading price | 51.00% | 61.00% | 50.00% | 51.00% | 61.00% | 51.00% | 61.00% | 61.00% | |||||||||||||||
Derivative liability | $ 104,549 | $ 58,333 | $ 65,378 | $ 46,163 | $ 113,636 | $ 48,934 | $ 137,118 | $ 137,118 | $ 37,967 | $ 85,380 | $ 21,366 | ||||||||||||
Amortized of finance fee | 395 | 473 | 191 | 0 | |||||||||||||||||||
Debt principal amount | 0 | $ 23,000 | |||||||||||||||||||||
Gain loss on debt settlement | 2,079 | 1,528 | |||||||||||||||||||||
Proceeds from related party debt | $ 40,000 | $ 33,000 | $ 25,000 | $ 18,681 | $ 22,500 | $ 25,000 | $ 70,000 | $ 25,000 | $ 55,000 | ||||||||||||||
Convertible shares of common stock | shares | 250,000 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement One [Member] | |||||||||||||||||||||||
Convertible note payables | $ 28,000 | ||||||||||||||||||||||
Notes maturity date | Mar. 15, 2018 | ||||||||||||||||||||||
Accrued interest | $ 1,680 | ||||||||||||||||||||||
Interest expense debt | $ 6,424 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 7,188,190 | ||||||||||||||||||||||
Derivative liability | $ 21,421 | ||||||||||||||||||||||
Amortized of finance fee | 771 | ||||||||||||||||||||||
Debt principal amount | 0 | 28,000 | |||||||||||||||||||||
Gain loss on debt settlement | 858 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Two [Member] | |||||||||||||||||||||||
Convertible note payables | $ 28,000 | ||||||||||||||||||||||
Notes maturity date | Apr. 30, 2018 | ||||||||||||||||||||||
Accrued interest | $ 1,680 | ||||||||||||||||||||||
Interest expense debt | $ 10,753 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 10,543,114 | ||||||||||||||||||||||
Derivative liability | $ 42,702 | ||||||||||||||||||||||
Amortized of finance fee | 1,290 | ||||||||||||||||||||||
Debt principal amount | 0 | 28,000 | |||||||||||||||||||||
Gain loss on debt settlement | 4,512 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Three [Member] | |||||||||||||||||||||||
Convertible note payables | $ 19,181 | ||||||||||||||||||||||
Notes maturity date | Aug. 30, 2018 | ||||||||||||||||||||||
Amortized of debt discount | $ 5,798 | ||||||||||||||||||||||
Accrued interest | 870 | ||||||||||||||||||||||
Interest expense debt | 568 | ||||||||||||||||||||||
Derivative liability | 42,983 | $ 26,745 | |||||||||||||||||||||
Amortized of finance fee | $ 155 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Three [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 285.00% | 253.00% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Three [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 1.73% | 1.76% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Three [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, term | 152 days | 242 days | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Four [Member] | |||||||||||||||||||||||
Convertible note payables | $ 20,802 | $ 25,000 | |||||||||||||||||||||
Notes maturity date | Sep. 15, 2018 | ||||||||||||||||||||||
Debt discount | $ 3,263 | ||||||||||||||||||||||
Amortized of debt discount | 2,670 | ||||||||||||||||||||||
Accrued interest | 1,340 | 728 | |||||||||||||||||||||
Interest expense debt | 612 | ||||||||||||||||||||||
Debt conversion value | $ 4,198 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 4,664,000 | ||||||||||||||||||||||
Note financing cost | $ 363 | ||||||||||||||||||||||
Derivative liability | 52,791 | $ 59,596 | |||||||||||||||||||||
Amortized of finance fee | 297 | ||||||||||||||||||||||
Gain loss on debt settlement | 8,480 | ||||||||||||||||||||||
Additional paid in capital related to derivative liability | $ 10,006 | ||||||||||||||||||||||
Number of warrants | shares | 250,000 | ||||||||||||||||||||||
Fair value of derivative liabilities | $ 1,100 | ||||||||||||||||||||||
Loss on derivative | $ 13,600 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Four [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, term | 168 days | 258 days | |||||||||||||||||||||
Third Party [Member] | Convertible Note Agreement Four [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 253.00% | 253.00% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Promissory Four [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 1.93% | 1.76% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Five [Member] | |||||||||||||||||||||||
Convertible note payables | $ 27,000 | $ 27,000 | |||||||||||||||||||||
Notes maturity date | Nov. 14, 2018 | ||||||||||||||||||||||
Amortized of debt discount | $ 6,164 | ||||||||||||||||||||||
Accrued interest | 1,216 | 417 | |||||||||||||||||||||
Interest expense debt | 799 | ||||||||||||||||||||||
Derivative liability | 165,600 | $ 73,800 | |||||||||||||||||||||
Amortized of finance fee | $ 493 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Five [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, term | 228 days | 318 days | |||||||||||||||||||||
Third Party [Member] | Convertible Note Agreement Five [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 253.00% | 253.00% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Promissory Five [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 1.93% | 1.76% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Six [Member] | |||||||||||||||||||||||
Convertible note payables | $ 35,000 | ||||||||||||||||||||||
Accrued interest | 759 | ||||||||||||||||||||||
Derivative liability | $ 82,353 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Six [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, term | 279 days | 213 days | |||||||||||||||||||||
Third Party [Member] | Convertible Note Agreement Six [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 285.00% | 285.00% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Promissory Six [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 1.79% | 1.93% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Seven [Member] | |||||||||||||||||||||||
Convertible note payables | $ 43,000 | ||||||||||||||||||||||
Accrued interest | 523 | ||||||||||||||||||||||
Derivative liability | $ 103,585 | ||||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Note Agreement Seven [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, term | 281 days | 244 days | |||||||||||||||||||||
Third Party [Member] | Convertible Note Agreement Seven [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 285.00% | 285.00% | |||||||||||||||||||||
Third Party [Member] | Unsecured Convertible Promissory Seven [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||
Fair value assumptions, measurement input, percentages | 2.03% | 1.93% | |||||||||||||||||||||
Note Holder [Member] | Note Amendment Agreement [Member] | |||||||||||||||||||||||
Accrued interest | $ 1,460 | ||||||||||||||||||||||
Debt conversion value | $ 1,898 | ||||||||||||||||||||||
Number of shares issued on conversion | shares | 4,664,900 | ||||||||||||||||||||||
Related Party [Member] | |||||||||||||||||||||||
Promissory note rate of interest per annum | 12.00% | ||||||||||||||||||||||
Notes maturity date | Apr. 1, 2018 | ||||||||||||||||||||||
Interest expense debt | $ 296 | $ 0 | |||||||||||||||||||||
Proceeds from related party debt | $ 10,000 | ||||||||||||||||||||||
Related Party [Member] | Revolving Line of Credit Agreement [Member] | |||||||||||||||||||||||
Line of Credit | $ 100,000 | ||||||||||||||||||||||
Line of credit facility, interest rate | 12.00% | ||||||||||||||||||||||
Line of credit facility, expiration date | Jun. 30, 2018 |
Commitments and Contingencies35
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 01, 2014 | Mar. 31, 2018 | Mar. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease agreement period | 3 years | ||
Lease monthly payment | $ 2,200 | ||
Lease term expiration date | Apr. 30, 2017 | ||
Rent expenses | $ 6,800 | $ 6,417 | |
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, 2018USD ($) | |
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) | Feb. 12, 2016USD ($)Integer | Jan. 31, 2017 | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Line of credit due date | Jun. 30, 2018 | ||||
Derivative liability | $ 213,050 | ||||
Debt discount | 14,430 | ||||
Interest expense debt | 9,000 | $ 0 | |||
Debt conversion value | $ 60,000 | ||||
Number of shares issued on conversion | shares | 24,000,000 | ||||
Convertible Loan [Member] | |||||
Interest expense debt | $ 2,097 | ||||
Revolving Credit Facility [Member] | |||||
Revolving line of credit agreement period | 12 months | ||||
Line of credit amount | $ 100,000 | 12,000 | |||
Line of credit interest rate | 12.00% | ||||
Line of credit due date | Jun. 30, 2018 | ||||
Percentage of debt discount lowest trading price | 50.00% | ||||
Debt discount lowest trading days | Integer | 15 | ||||
Derivative liability | $ 227,760 | 21,691 | |||
Debt discount | 101,400 | 12,000 | |||
Interest expense debt | $ 126,360 | 9,688 | |||
Payment of principal balance | 10,542 | ||||
Payment of accrued interest | 1,458 | ||||
Outstanding balance | 69,942 | $ 81,942 | |||
Accrued interest | $ 9,207 | 8,568 | |||
Revolving Credit Facility [Member] | Unrelated Third Party [Member] | |||||
Proceeds from related party debt | 30,000 | ||||
Revolving Credit Facility [Member] | Related Party [Member] | |||||
Derivative liability | $ 177,707 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carry forwards | $ 4,000,000 | $ 4,000,000 |
Operating loss carryforward expiration date | expiring beginning in 2032 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net loss carryforward | $ 1,350,000 | $ 1,100,000 |
Valuation allowance | (1,350,000) | (1,100,000) |
Total deferred tax assets |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Sep. 27, 2017 | Jul. 01, 2017 | Jun. 24, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Shares issued during period for services, value | $ 45,000 | $ 10,840 | |||||
Shares issued for cash | $ 10,000 | ||||||
Conversion of convertible securities, share | 54,954,114 | ||||||
Common stock, shares authorized | 1,000,000,000 | 300,000,000 | |||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Fair value of options | $ 10,100 | ||||||
Debt discount | 14,430 | ||||||
Loss on debt conversion | (16,734) | ||||||
Non-refundable Promissory Note [Member] | |||||||
Non refundable promissory note | 75,000 | ||||||
Conversion of convertible securities, share | 1,500,000 | ||||||
Accrued interest | $ 6,574 | ||||||
Conversion price | $ 0.054 | ||||||
Convertible Note [Member] | |||||||
Conversion of convertible securities, share | 2,911,195 | ||||||
Conversion of convertible securities, value | $ 23,600 | ||||||
Convertible Note One [Member] | |||||||
Conversion of convertible securities, share | 1,946,200 | ||||||
Accrued interest | $ 7,006 | ||||||
Convertible Note Two [Member] | |||||||
Conversion of convertible securities, share | 892,857 | ||||||
Conversion of convertible securities, value | $ 5,000 | ||||||
Related Party [Member] | |||||||
Stock issued during period, shares, new issues | 140,808 | ||||||
Payment of a related party accounts payable and penalties | $ 8,589 | ||||||
Note Holder [Member] | |||||||
Conversion of convertible securities, share | 3,106,274 | ||||||
Accrued interest | $ 10,464 | $ 9,513 | |||||
Conversion of convertible securities, value | $ 35,000 | ||||||
Loan maturity date | Jan. 26, 2018 | ||||||
Consulting Services [Member] | |||||||
Shares issued during period for services | 177,694 | ||||||
Shares issued during period for services, value | $ 10,840 | ||||||
Loan Payable Agreement [Member] | |||||||
Loan payable related party | $ 14,100 | $ 14,100 | |||||
Loan maturity date | Sep. 15, 2017 | Sep. 15, 2017 | |||||
Option to purchase shares of common stock | 1,000,000 | 1,000,000 | |||||
Option exercise price per share | $ 0.015 | $ 0.015 | |||||
Fair value of options | $ 26,746 | $ 26,746 | |||||
Debt discount | 14,100 | ||||||
Loan Payable Agreement 1 [Member] | |||||||
Loan payable related party | $ 17,500 | $ 17,500 | |||||
Loan maturity date | Nov. 1, 2017 | ||||||
Option to purchase shares of common stock | 1,000,000 | 1,000,000 | |||||
Option exercise price per share | $ 0.015 | $ 0.015 | |||||
Fair value of options | $ 22,945 | $ 22,945 | |||||
Debt discount | 14,100 | ||||||
Proceeds from related party debt | 14,100 | ||||||
Finance fee amount | $ 3,400 | ||||||
Convertible Note Agreement [Member] | |||||||
Loan payable related party | 25,000 | ||||||
Debt discount | 14,700 | ||||||
Convertible notes | 22,500 | ||||||
Finance fee amount | $ 2,500 | ||||||
Warrant to purchase shares | 250,000 | ||||||
Warrant exercise price | $ 0.10 | ||||||
Investor [Member] | Equity Purchase Agreement[Member] | |||||||
Non-refundable promissory note issued | $ 75,000 | ||||||
Promissory note rate of interest per annum | 10.00% | ||||||
Debt instrument maturity term | 1 year | ||||||
Amortization of deferred equity issuance costs | $ 37,500 | $ 18,750 | |||||
Prior President [Member] | |||||||
Shares issued during period for services | 3,000,000 | ||||||
Shares issued during period for services, value | $ 45,000 | ||||||
Capital contribution fair market value | $ 48,000 | ||||||
Minimum [Member] | |||||||
Common stock, shares authorized | 300,000,000 | 100,000,000 | |||||
Preferred stock, shares authorized | 0 | ||||||
Maximum [Member] | |||||||
Common stock, shares authorized | 1,000,000,000 | 300,000,000 | |||||
Preferred stock, shares authorized | 10,000,000 | ||||||
Issuance For Services [Member] | |||||||
Shares issued during period for services | 3,200,000 | ||||||
Shares issued during period for services, value | $ 256,480 | ||||||
Issuance For Services [Member] | Minimum [Member] | |||||||
Stock issued, per share | $ 0.157 | ||||||
Issuance For Services [Member] | Maximum [Member] | |||||||
Stock issued, per share | $ 0.075 | ||||||
Issuance For Marketing Services [Member] | |||||||
Shares issued during period for services | 825,000 | ||||||
Stock issued, per share | $ 0.1497 | ||||||
Shares issued during period for services, value | $ 125,000 | ||||||
Issuance For Cash [Member] | |||||||
Stock issued, per share | $ 0.05 | ||||||
Shares issued for cash, shares | 200,000 | ||||||
Shares issued for cash | $ 10,000 | ||||||
Issuance For Cash [Member] | Third Party [Member] | |||||||
Shares issued for cash, shares | 36,885 | ||||||
Shares issued for cash | $ 2,250 | ||||||
Issuance For Cash [Member] | Third Party One [Member] | |||||||
Shares issued for cash, shares | 1,000,000 | ||||||
Shares issued for cash | $ 15,000 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of options issued | 2,000,000 | 2,000,000 | |
Options exercise price | $ 0.015 | $ 0.015 | |
Fair value of options | $ 10,100 | ||
Warrant [Member] | |||
Number of warrants issued | 250,000 | 250,000 | |
Warrants exercise price | $ 0.10 | ||
Fair value of warrants | $ 1,100 |
Warrants and Options - Schedule
Warrants and Options - Schedule of Fair Value Derivative Liability (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Options | 2,000,000 | 2,000,000 | |
Exercise price | $ 0.015 | ||
Volatility | 285.00% | ||
Fair value of options | $ 10,100 | ||
Warrant [Member] | |||
Warrants | 250,000 | 250,000 | |
Term | 3 years | ||
Exercise price | $ 0.10 | ||
Volatility | 285.00% | ||
Risk Free Interest Rate | 2.33% | ||
Fair value, warrants | $ 1,100 | ||
Minimum [Member] | |||
Term | 3 months | ||
Risk Free Interest Rate | 1.73% | ||
Maximum [Member] | |||
Term | 6 months | ||
Risk Free Interest Rate | 1.93% |
Warrants and Options - Schedu43
Warrants and Options - Schedule of Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options Outstanding, Beginning balance | 2,000,000 | |
Number of Options Outstanding, Granted | 2,000,000 | |
Number of Options Outstanding, Expired | ||
Number of Options Outstanding, Exercised | ||
Number of Options Outstanding, Ending balance | 2,000,000 | 2,000,000 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 0.015 | |
Weighted Average Exercise Price Outstanding, Granted | 0.015 | |
Weighted Average Exercise Price Outstanding, Expired | ||
Weighted Average Exercise Price Outstanding, Exercised | ||
Weighted Average Exercise Price Outstanding, Ending balance | $ 0.015 | $ 0.015 |
Weighted Average Remaining Contract Term, Beginning balance | 7 months 17 days | |
Weighted Average Remaining Contract Term, Granted | 1 year | |
Weighted Average Remaining Contract Term, Ending balance | 4 months 17 days | 7 months 17 days |
Warrants and Options - Schedu44
Warrants and Options - Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Number of Warrants Outstanding, Beginning balance | 250,000 | |
Number of Warrants Outstanding, Granted | 250,000 | |
Number of Warrants Outstanding, Expired | ||
Number of Warrants Outstanding, Exercised | ||
Number of Warrants Outstanding, Ending balance | 250,000 | 250,000 |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 0.10 | |
Weighted Average Exercise Price Outstanding, Granted | 0.10 | |
Weighted Average Exercise Price Outstanding, Expired | ||
Weighted Average Exercise Price Outstanding, Exercised | ||
Weighted Average Exercise Price Outstanding, Ending balance | $ 0.10 | $ 0.10 |
Weighted Average Remaining Contract Term, Beginning balance | 2 years 9 months | 0 years |
Weighted Average Remaining Contract Term, Granted | 0 years | 3 years |
Weighted Average Remaining Contract Term, Ending balance | 2 years 6 months | 2 years 9 months |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jun. 25, 2018 | May 21, 2018 | May 11, 2018 | May 04, 2018 | Apr. 27, 2018 | Apr. 11, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Stock issued for conversion fof debt | 24,000,000 | |||||||
Stock issued for conversion fof debt, value | $ 60,000 | |||||||
Number of common stock issued, value | (9,375) | |||||||
Number of stock issued for services, value | $ 45,000 | $ 10,840 | ||||||
Subsequent Event [Member] | ||||||||
Stock issued for conversion fof debt | 38,222,700 | 36,640,000 | ||||||
Stock issued for conversion fof debt, value | $ 56,672 | $ 31,600 | ||||||
Accrued interest | $ 6,260 | |||||||
Number of common stock issued | 6,000,000 | |||||||
Number of common stock issued, value | $ 15,000 | |||||||
Number of stock issued for services | 5,000,000 | |||||||
Number of stock issued for services, value | $ 12,500 | |||||||
Subsequent Event [Member] | Line of Credit [Member] | ||||||||
Stock issued for conversion fof debt, value | $ 60,000 | |||||||
Subsequent Event [Member] | Single Lender [Member] | ||||||||
Immediate demand payment | $ 200,371 | |||||||
Subsequent Event [Member] | Note Holders [Member] | ||||||||
Legal notice demand amount | $ 404,000 | |||||||
Subsequent Event [Member] | Five Convertible Promissory Notes [Member] | Single Lender [Member] | ||||||||
Convertible notes payable | $ 133,581 | |||||||
Subsequent Event [Member] | Convertible Note Agreement [Member] | ||||||||
Debt instrument, face amount | $ 21,500 | $ 15,000 | ||||||
Debt interest rate | 12.00% | 12.00% | ||||||
Debt instrument maturity date | Feb. 15, 2019 | Jan. 30, 2019 |