Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Jul. 19, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | 2050 MOTORS, INC. | |
Entity Central Index Key | 0000867028 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 543,466 | |
Entity Common Stock, Shares Outstanding | 905,776,444 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 1 | $ 499 |
Total current assets | 1 | 499 |
Property and equipment, net | 31,676 | |
Other assets: | ||
Vehicle deposits | 24,405 | |
Other deposits | 2,200 | |
Deferred equity offering costs, net | 18,750 | |
License | 50,000 | |
Total other assets | 95,355 | |
Total assets | 1 | 127,530 |
Liabilities | ||
Accounts payable | 22,049 | 42,817 |
Tax payable | 2,864 | 3,664 |
Accrued Expenses | 626,299 | |
Accrued interest on related party loans payable | 33,574 | |
Accrued interest on loans payable | 49,740 | 26,513 |
Loans payable due to related parties, net | 44,600 | |
Loans payable due to non-related parties, net | 250,019 | 233,328 |
Revolving line of credit from related party | 63,354 | |
Deposits | 21,947 | |
Derivative liability | 876,058 | 1,030,132 |
Total current liabilities | 1,848,976 | 1,477,982 |
Stockholders' deficit | ||
Common stock; no par value Authorized: 3,000,000,000 shares at December 31, 2018, and 300,000,000 shares at December 31, 2017 Issued and outstanding: 623,964,144 at December 31, 2018 and 47,860,512 at December 31, 2017 | 3,405,360 | 2,474,146 |
Preferred stock; no par value Authorized: 10,000,000 shares at December 31, 2018, and 10,000,000 shares at December 31, 2017 Issued and outstanding: 3,000,000 shares at December 31, 2018, and 0 shares at December 31, 2017 | 45,000 | |
Additional paid-in-capital | 536,356 | 94,650 |
Accumulated deficit | (5,960,691) | (4,059,248) |
Common stock issuable | 125,000 | 140,000 |
Total stockholders' deficit | (1,848,975) | (1,350,452) |
Total liabilities and stockholders' deficit | $ 1 | $ 127,530 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | ||
Common stock, shares authorized | 3,000,000,000 | 300,000,000 |
Common stock, shares issued | 623,964,144 | 47,860,512 |
Common stock, shares outstanding | 623,964,144 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Operating revenue | ||
Operating expenses: | ||
Research and development costs | 28,400 | |
Impairment Loss | 74,405 | |
General & administrative | 217,236 | 270,574 |
Total operating expenses | 291,641 | 298,974 |
Loss from operations | (291,641) | (298,974) |
Other income (expenses): | ||
Interest expense | (1,160,030) | (908,501) |
Amortization of discount | (158,635) | |
Gain on sale of equipment | 1,000 | |
Loss on debt conversion | (149,980) | |
Loss on debt settlement | (31,458) | |
Derivative liability gain/(loss) | (110,699) | (42,058) |
Total other income (expenses) | (1,609,802) | (950,559) |
Loss before income taxes | (1,901,443) | (1,249,533) |
Provision for income taxes | (800) | |
Net loss | $ (1,901,443) | $ (1,250,333) |
Net loss per share, basic and diluted | $ (0.01) | $ (0.03) |
Weighted average common equivalent shares outstanding, basic and diluted | 233,348,503 | 39,431,012 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2016 | $ 2,260,476 | $ 125,000 | $ 41,250 | $ (2,808,915) | $ (382,189) | |
Beginning balance, shares at Dec. 31, 2016 | 37,148,599 | |||||
Equity offering costs | (37,500) | (37,500) | ||||
Capitalization of unpaid officer salary | 48,000 | 48,000 | ||||
Warrants and options attached to convertible debt | 42,900 | 42,900 | ||||
Shares issued for cash | $ 2,250 | 15,000 | $ 17,250 | |||
Shares issued for cash, shares | 36,885 | 140,808 | ||||
Shares issued for reduction of debt | $ 200,580 | $ 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) | (1,250,333) | ||||
Ending balance at Dec. 31, 2017 | $ 2,474,146 | 140,000 | 94,650 | (4,059,248) | (1,350,452) | |
Ending balance, shares at Dec. 31, 2017 | 47,860,512 | |||||
Shares issued for services | $ 12,500 | $ 45,000 | 57,500 | |||
Shares issued for services, shares | 5,000,000 | 3,000,000 | ||||
Conversions of convertible debt | $ 685,938 | 503,356 | 1,189,294 | |||
Conversions of convertible debt, shares | 391,238,673 | |||||
Conversion of related party loc | $ 127,239 | 127,239 | ||||
Conversion of related party loc, shares | 77,347,701 | |||||
Conversion of related party loans | $ 95,537 | 95,537 | ||||
Conversion of related party loans, shares | 97,410,115 | |||||
Common stock issued for subscription | $ 15,000 | (15,000) | ||||
Common stock issued for subscription, shares | 6,000,000 | |||||
Deferred issuance costs | (18,750) | (18,750) | ||||
Warrant reclassification | (42,900) | (42,900) | ||||
Cancellation of debt conversion | $ (5,000) | (5,000) | ||||
Cancellation of debt conversion, shares | (892,857) | |||||
Net loss | (1,901,443) | (1,901,443) | ||||
Ending balance at Dec. 31, 2018 | $ 3,405,360 | $ 45,000 | $ 125,000 | $ 536,356 | $ (5,960,691) | $ (1,848,975) |
Ending balance, shares at Dec. 31, 2018 | 623,964,144 | 3,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows provided by (used for) operating activities: | ||
Net loss | $ (1,901,443) | $ (1,250,333) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation | 31,676 | 33,274 |
Amortization of debt discount | 158,635 | |
Amortization of deferred finance costs | 18,750 | 58,239 |
Capitalization of unpaid officer salaries | 48,000 | |
Issuance of common stock for services | 57,500 | 10,840 |
Impairment of long lived assets | 74,405 | |
Loss on debt conversion | 149,980 | |
Loss on debt settlement | 31,458 | |
Derivative liability adjustment | 110,699 | 42,058 |
Interest expense from initial derivative liability | 447,343 | |
Changes in assets and liabilities: Increase (decrease) in assets and liabilities: | ||
Other prepaid expenses | 20,000 | |
Deposits | 2,200 | |
Accounts payable | (20,768) | 4,188 |
Income tax payable | (800) | 3,664 |
Accrued Expenses | 901,870 | |
Advances | 21,947 | |
Accrued interest on loans payable | 23,227 | 46,756 |
Deferred expenses | (244) | |
Net cash used for operating activities | (120,831) | (233,648) |
Cash flows provided (used) for investing activities: | ||
Sale of property and equipment | ||
Net cash provided by (used for) investing activities | ||
Cash flows provided by (used for) by financing activities: | ||
Proceeds from related party advances | 28,200 | |
Payments made on related party advances | (32,500) | (36,050) |
Proceeds from non-related loans | 161,700 | 241,181 |
Payments made on non-related loans | (8,867) | (28,200) |
Proceeds from issuance of common stock | 17,250 | |
Net cash provided by (used for) financing activities | 120,333 | 222,381 |
Net (decrease) in cash | (498) | (11,267) |
Cash, beginning of year | 499 | 11,766 |
Cash, end of period | 1 | 499 |
Supplemental disclosure of cash flow information - | ||
Deferred equity issuance cost from non-cash transaction, net | ||
Amortization of deferred finance cost from non-cash transaction | 158,635 | 37,500 |
Common stock issued for debt | 1,412,070 | 160,771 |
Debt discount from convertible loan | 18,750 | 42,900 |
Interest paid | $ 20,305 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 12 Months Ended |
Dec. 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”) is the successor to an entity incorporated on April 22, 1986 in the state of California. 2050 Motors, Inc., the Company’s sole operating subsidiary, was incorporated on October 9, 2012 in the state of Nevada to import, market, and sell electric cars manufactured in China. On May 2, 2014, that entity sold its business, operations and assets to the Company, whose sole business at the time was to identify, evaluate, and investigate various companies to acquire or with which to merge. Upon consummation of the acquisition of 2050 Motors, Inc., the Company’s sole business became the business of the Company, and the public Company renamed itself “2050 Motors, Inc.” Our principal business objective is to achieve long-term growth through 2050 Motors, Inc. and other investments (see subsequent events). 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”. This Agreement was amended in 2017 to exclude certain markets in Central America and South America. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities. Consolidation The consolidated financial statements of the Company include the Company and its wholly owned subsidiary, 2050 Motors, Inc. All material intercompany balances and transactions have been eliminated in consolidation. Cash Cash consists of deposits in one large national bank. At December 31, 2018 and December 31, 2017, respectively, the Company had $1 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; leasehold 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 December 31, 2018, and December 31, 2017, Property, Plant and Equipment consisted of the following: 2018 2017 Furniture and furnishings $ 14,303 $ 14,303 Leasehold improvements 18,104 18,104 Vehicle and parts 76,045 76,045 Tools and equipment 22,494 22,494 Total 131,026 131,026 Less: Accumulated depreciation (131,026 ) (99,350 ) Property, plant and equipment, net $ - $ 31,676 Depreciation expense was $31,676 and $33,274 for the years ended December 31, 2018 and December 31, 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 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input 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 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 December 31, 2018: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 876,058 - - 876,058 Total liabilities measured at fair value $ 876,058 - - 876,058 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 liabilities issued 717,999 Gain on change in derivative liabilities 42,058 Balance as of December 31, 2017 $ 1,030,132 Fair value of derivative liabilities issued 400,078 Loss on conversions (710,076 ) Gain on change in derivative liabilities 155,924 Balance as of December 31, 2018 $ 876,058 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 assumes 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 years ended December 31, 2018 and December 31, 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 years ended December 31, 2018 and December 31, 2017: 2018 2017 Basic and diluted Net loss $ (1,931,443 ) $ (1,250,333 ) Weighted average number of shares in computing basic and diluted net loss Basic 233,348,503 39,431,012 Diluted 233,348,503 39,431,012 Net loss per share basic and diluted Basic and diluted $ (0.01 ) $ (0.03 ) Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. 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 years ended December 31, 2018 and December 31, 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 provides 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 December 31, 2018 and December 31, 2017, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended December 31, 2018 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were 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. New management, which took control of the Company on March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns, and related 10-99 filings for compensation paid to prior management, employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods. 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. In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) “ASU 2014-09”. ASU 2014-09 was subsequently amended by ASU No. 2016-10 and 2016-12. As amended, Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments create a new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers . 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 | 12 Months Ended |
Dec. 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 an accumulated deficit of ($5,960,691) as of December 31, 2018. The Company also incurred net losses of ($1,901,443) and ($1,250,333) for the years ended December 31, 2018 and December 31, 2017, respectively and had negative working capital for the years ended December 31, 2018 and December 31, 2017. To date, these losses and deficiencies have been financed principally through the issuance of common stock and loans 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 may involve substantial dilution to existing investors. |
Vehicle Deposits
Vehicle Deposits | 12 Months Ended |
Dec. 31, 2018 | |
Deposits [Abstract] | |
Vehicle Deposits | Note 4 – VEHICLE DEPOSITS Vehicle deposit of $0 as of December 31, 2018 and $24,405, as of December 31, 2017, represented 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 was mid-2018. The test never occurred, the prototype was never delivered, and we wrote-off the Vehicle deposit of $24,405 during the fourth quarter of 2018. |
License Agreement
License Agreement | 12 Months Ended |
Dec. 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 e-Go. The cost of this license agreement was recognized as a long-term asset and was evaluated, by management, for impairment losses at each reporting period. The Company wrote-off the value of this license agreement during the three-month period ended March 31, 2018 due to Aoxin’s inability to produce the e-Go and ship vehicles and/or auto parts to the United States. |
Accounts Payable Due to Related
Accounts Payable Due to Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Payable Due To Related Parties | |
Accounts Payable Due to Related Parties | Note 6 – ACCOUNTS PAYABLE DUE TO RELATED PARTIES A related party of the Company paid $7,750 cash on behalf of the Company during the second quarter of 2016. The cash advance was non-interest bearing and was due on August 1, 2016. The Company defaulted on the payment and the payable accrued penalties on it. During the year ended December 31, 2017, the Company issued 140,808 shares of common stock, having a fair market value of the shares of $8,589, for payment of the principal and penalties. |
Loans Payable Due to Related Pa
Loans Payable Due to Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Loans Payable Due to Related Parties | Note 7 – LOANS PAYABLE DUE TO RELATED PARTIES During the year ended December 31, 2014, the Company entered into two loans for a total amount of $100,000 due to a shareholder whose control party, William Fowler, became our CEO and a Director during 2018. The loans charged 12% interest and matured on February 28, 2015 and March 30, 2015, respectively. Subsequently, the loans were combined, and the maturity date was extended to April 1, 2018. The outstanding balance of the loans as of December 31, 2018 and December 31, 2017 was $0 and $71,400, respectively. During the year ended December 31, 2018, the Company recorded $8,568 of interest expense for these loans. The balance of the loans, which included penalty interest, was paid in cash and/or converted into 53,347,701 common shares during the twelve-month period ended December 31, 2018. Current management has been unable to confirm the details of these loans and accordingly has frozen the shares taken for conversion of the loans during the fourth quarter of 2018. 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 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 which 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 in the accompanying financials. During the year ended December 31, 2017, the Company amortized the debt discount of $14,100. During the year ended December 31, 2017, the Company recorded $1,500 of interest expense for amortization of and another $1,500 of interest expense for the excess derivative. During the year ended December 31, 2018, the Company recorded $14,259 of interest expense. As of December 31, 2017, the loan was in default and the outstanding balance of the loan, as of December 31, 2017 was $17,100. The Company accrued a penalty of $1,750 plus $100 per day of default, aggregating to $7,750 in the accompanying financial statements. 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 lender 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 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 which is being amortized over the term of the loan. During the year ended December 31, 2017, the Company amortized the debt discount of $14,100 and the finance fee of $3,400. As of December 31, 2017, the loan was in default and the outstanding balance of the loan was $17,500. The Company accrued a penalty of $1,750 plus $100 per day of default, aggregating to $7,750 in the accompanying financial statements. During the twelve-month period ended December 31, 2018, the balance of this loan and associated interest and penalties was converted into 84,770,115 shares of common stock, eliminating the loan and accrued interest from the Company’s balance sheet. Current management has been unable to confirm the details of these last two loans and accordingly has issued a stop action notice to the Company’s transfer agent freezing sales and transfers of the shares taken for conversion of the loans during the fourth quarter of 2018. The Company determined the fair value of the options using the Black – Scholes model. The variables used for the Black –Scholes model are as listed below: ● Volatility: 253% - 286% ● Risk free rate of return: 1.24% - 1.53% ● Expected term: 1 -3 years The Company received an unsecured $10,000 loan during the third quarter of 2016 from a related party. The loan paid 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 December 31, 2017 was $10,000. The Company accrued interest of $1,201 and $1,201 on the loan during the years ended December 31, 2018 and 2017. |
Convertible Note Payables
Convertible Note Payables | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Note Payables | NOTE 8 - CONVERTIBLE NOTE PAYABLES The Company had several convertible note payables with unrelated third parties with stated interest rates ranging between 10% and 12% and 22% default interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability in the accompanying interim financial statements. As of December 31, 2018, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note #1* Auctus 1/6/17 2/6/18 $ 71,533 22.0 % Note #2* JSJ 4/25/17 1/26/18 11,554 18.0 % Note #3* Crown Bridge 9/15/17 9/15/18 5,422 10.0 % Note #4* LG 11/14/17 11/14/18 22,754 12.0 % Note #5* PowerUp 5 1/24/18 10/30/18 6,320 22.0 % Note #6* PowerUp 6 2/22/18 11/30/18 56,235 22.0 % Note #7* PowerUp 7 4/11/18 1/30/19 22,500 22.0 % Note #8* PowerUp 8 4/27/18 2/15/19 32,250 22.0 % Note #9* Jabro 1 7/23/18 4/30/19 21,000 12.0 % Note #10* Jabro 2 10/01/18 7/15/19 11,500 12.0 % Note #11* PowerUp 9 11/01/18 8/30/19 14,700 12.0 % Note #12* Other 3/16/17 4/1/18 10,000 12.0 % Total $ 285,768 less discount (35,749 ) Net $ 250,019 *Note is currently in default. Note #1, issued on January 6, 2017, is in default and under the terms of the convertible promissory note, the Company is liable to pay 150% of the then outstanding principal and interest plus additional penalties for certain covenants that are breached. In addition to the note balance of $71,533 as of December 31, 2018, there are penalties totaling $616,199 relating to the default of this note which are included in Accrued expenses. Management believes liquidated damages penalties of $2,000 per day are not enforceable or collectible as the lender has recovered its principal and default interest through conversions of the loans into common stock. The matter is currently being reviewed by counsel. During the twelve-month period ended December 31, 2018, the Company recorded conversion of $292,445 of third-party notes payable and interest into 373,328,673 shares of common stock. The Company recorded a loss on conversion of debt of $149,980 during this period. The derivative liability for all the remaining convertible notes was recalculated on December 31, 2018 to be $876,058 and the loss on change in derivative liability of $110,699 for the twelve-month period ended December 31, 2018, was recorded on the accompanying financial statements. The variables used for the Binomial model are as listed below: December 31, 2017 December 31, 2018 ● Volatility: 253% - 286% Volatility: 191% - 301% ● Risk free rate of return: 1.28%- 1.76% Risk free rate of return: 1.93% - 1.99% ● Expected term: 1-11 months Expected term: 1-10 months The Company amortized a debt discount of $139,885 and $302,567 respectively, during the twelve-month period ended December 31, 2018 and December 31, 2017. The Company amortized finance fees of $18,750 and $58,239, respectively, during the twelve-month periods ended December 31, 2018 and December 31, 2017. Interest expense accrued on non-related convertible notes was $49,740 and $26,513 for the twelve-month periods ended December 31, 2018 and December 31, 2017, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – COMMITMENTS AND CONTINGENCIES Effective March 1, 2014, the Company signed a lease for four thousand square feet of industrial space in North Las Vegas. The term of the lease was for three years and cost $2,200 per month. The lease expired on April 30, 2017 and the Company went to a month to month basis. The lease was terminated as of June 30, 2018. Effective September 16, 2015, the Company renewed its residential lease agreement in California for its traveling consultants. Effective September 2015, the Company extended the lease agreement for one more year with a new monthly amount of $2,300. As of June 30, 2016, the Company discontinued this lease, which was assumed by a consultant of the Company. Rent expense amounted to $13,400 and $26,156 for the years ended December 31, 2018 and 2017, respectively. According to the license agreement signed between the Company and Aoxin, in order to maintain rights for the United States, the Company is required to purchase and sell certain amount of e-Go 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 model. The table below demonstrates the required number 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 was committed to pay expenses related to any required airbag testing procedures. The cost of these airbags could have been as little as $500,000 or as much as $2 million. Based on its assessment of its relationship with Aoxin Motors and difficult industry conditions and a potential trade war between China and the United States, during the three-month period ended March 31, 2018, the Company wrote-off its $50,000 license with Aoxin Motors. Further, due to failure to deliver by Aoxin Motors, during the three-month periods ended September 30, 2018 and December 31, 2018, the Company wrote-off its Vehicle deposit of $24,415 with Aoxin Motors. 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 December 31, 2018. |
Revolving Line of Credit- Relat
Revolving Line of Credit- Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit- Related Party | Note 10 – REVOLVING LINE OF CREDIT- RELATED PARTY On February 12, 2016, the Company signed a twelve months revolving line of credit agreement with a related party. The line amount was $100,000 and carried 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 carried interest at the rate of 12% per annum and was 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 was 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 31,2018, the balance on the revolving line of credit and related interest were converted to 53,347,701 shares of common stock. The derivative liability was recalculated on December 31, 2018 and December 31, 2017 as $0 and $177,707, respectively, on the balance of the related party loan and the difference in the value recorded as a change in derivative liability in the income statement. As of December 31, 2018, the balance outstanding on the related party loans was $0. The loan was due on June 30, 2018 and subsequently converted to 53,347,701 common shares. Current management has been unable to confirm the details of these loans and accordingly has frozen the shares taken for conversion of the loans during the fourth quarter of 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – INCOME TAXES The Company did not file its federal tax returns for fiscal years from 2012 through 2018. Management at year-end 2018 believed 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 December 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 December 31, 2018 and December 31, 2017. At December 31, 2018 and December 31, 2017, the Company had net operating loss carryforwards of $6,000,000 and $4,000,000, respectively. Deferred tax assets consist of the following components: 2018 2017 Net loss carryforward $ 1,252,000 $ 1,100,000 Valuation allowance (1,252,000 ) (1,100,000 ) Total deferred tax assets $ - $ - |
Promissory Note and Equity Purc
Promissory Note and Equity Purchase Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Promissory Note and Equity Purchase Agreement | Note 12 – PROMISSORY NOTE AND EQUITY PURCHASE AGREEMENT On June 24, 2016, the Company issued a $75,000 nonrefundable Promissory Note to an investor as a pre-condition to an Equity Purchase Agreement. The promissory note paid 10% interest per annum with a one-year maturity date. The note was recognized as a deferred finance charge and is being amortized over the contract period. During the year ended December 31, 2017, the Company issued 1,500,000 shares (See Note 13) to the note holder to convert the outstanding principal balance of $75,000 and accrued interest of $6,574. As of December 31, 2017, the outstanding balance of the note was $0. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 13 – EQUITY During the year ended December 31, 2016, the Company 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 December 31, 2017, and December 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 a $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. During the year ended December 31, 2016, the Company recorded $44,000 as capital contribution for the fair market value of services provided by the officer of the Company. During the year ended December 31, 2016, the Company recorded $16,000 as additional paid in capital for the beneficial conversion feature on four convertible notes of $10,000 each. (See Note 9) On June 24, 2016, the Company issued a $75,000 nonrefundable Promissory Note to an investor as a pre-condition to an Equity Purchase Agreement. The promissory note bore 10% interest per annum with a one-year maturity date. This note resulted in a $75,000 deferred equity issuance cost and was 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 none 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, a 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. 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. 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 fees 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 8). During the year ended December 31, 2018, the Company increased its authorized shares two times, first from 300 million to one billion, and later from one billion to three billion. On January 24, 2018, the Company entered into an unsecured convertible note agreement with a third party for $35,000. The Company received $35,000 net of financing fees. On February 22, 2018, the Company entered into an unsecured convertible note agreement with a third party for $43,000. The Company received $43,000 net of financing fees. On April 11, 2018, the Company entered into an unsecured convertible note agreement with a third party for $15,000. The Company received $15,000 net of financing fees. On April 27, 2018, the Company entered into an unsecured convertible note agreement with a third party for $21,500. The Company received $21,500 net of financing fees. On July 23, 2018, the Company entered into an unsecured convertible note agreement with a third party for $21,000. The Company received $21,000 net of financing fees. On October 1, 2018, the Company entered into an unsecured convertible note agreement with a third party for $11,500. The Company received $11,500 net of financing fees. On November 1, 2018, the Company entered into an unsecured convertible note agreement with a third party for $14,700. The Company received $14,700 net of financing fees. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – SUBSEQUENT EVENTS Corporate Actions and Related On March 6, 2019, William Fowler resigned as our President, Chief Executive Officer, Chief Financial Officer and Director. His resignation was not due to any matter relating to our operations, policies or practices. On March 6, 2019, pursuant to a Special Board of Directors Meeting, our Board of Directors accepted his resignation. On March 6, 2019, Bernd Schaefers resigned as our Secretary and Director. His resignation was not due to any matter relating to our operations, policies or practices. On March 6, 2019, pursuant to a Special Board of Directors Meeting, our Board of Directors accepted his resignation. On March 6, 2019, Vikram Grover was appointed our President, Chief Executive Officer, Chief Financial Officer, Secretary and Director. Mr. Grover’s compensation consists of $12,500 per month, of which $5,000 is payable in cash while the Company is delinquent in its SEC filings and the balance to be accrued and payable in cash or stock on December 31 of each calendar year. Upon bringing the Company current with its SEC filings, Mr. Grover will be compensated $12,500 per month, of which $7,500 is payable in cash and $5,000 will be accrued and payable in cash or stock on December 31 of each calendar year. Additionally, upon bringing the Company current with its SEC filings, Mr. Grover will be issued 100 million common stock purchase warrants with a $0.001 exercise price and a three-year expiration. If the Company’s common stock closes over $0.01 for 10 consecutive trading sessions, Mr. Grover shall be issued an additional 100 million common stock purchase warrants with a $0.001 strike price and a three-year expiration. On April 4, 2019, we removed all Officers and/or Directors of our wholly owned subsidiary, 2050 Motors, Inc., a Nevada corporation (“2050 Private”); thereafter, 2050 Private appointed our Chief Executive Officer, Vikram Grover, as 2050 Private’s President and Sole Director. On May 14, 2019, we dissolved our 2050 Motors, Inc. Nevada subsidiary and terminated all discussions and contractual relationships with Aoxin Automobile. Funding and Capital Structure On March 6, 2019, our Board of Directors approved, and we filed a Certificate of Determination for with the Secretary of State of California, a new class of Series C Preferred Shares with a total of one million such shares authorized. Each share converts into one common share, has 10,000 votes on every corporate matter requiring a shareholder vote, has a par value of $0.0001, and pays an annual dividend at the option of the Company of $0.01. On March 6, 2019, the Company issued one million Series C Preferred Shares to our CEO, Vikram Grover, as consideration for the change of control of the Company. On March 8, 2019, we executed a $28,000 convertible promissory note with a third-party lender generating net funding to us of $25,000 after expenses. The note bears interest at a rate of 12% per annum and matures on January 15, 2020. During the three months ended March 31, 2019, a third-party lender converted $8,085.43 principal and $8,548.36 interest into 93,410,190 common shares. On March 27, 2019, we issued a demand letter to BKS Cambria, LLC (“BKS”) and United Biorefineries, Inc. (“United”) to return 84,770,115 and 53,347,701 of our common stock shares in certificate form, respectively, that may have been invalidly issued by prior management to the corporate entities they controlled. BKS and United failed to respond to our demand letter by the demand date and we have not received the foregoing share amounts in certificate form from either BKS or United. UBC has electronically responded, denied any wrongdoing, and refuses to return the certificates. We are evaluating our legal remedies regarding these share issuances. On April 7, 2019, our Board of Directors approved the creation of a new class of Series B Preferred Shares. A total of six million such shares were authorized. Each share converts into 1,000 common shares, votes on an as converted basis, has a par value of $0.001, and pays a cumulative annual dividend in cash or in kind of $0.01. As of April 7, 2019, none of the shares had been issued. On April 10, 2019, a third-party lender converted $13,272.60 principal of a convertible debenture into 66,363,000 common shares. On April 15, 2019, we amended the terms of our existing Series A Preferred stock by changing the par value from nil to $0.0001 and establishing a $0.01 per share annual dividend to be approved by our Board of Directors each year. Each share remains convertible into one common share and has 50 votes on corporate matters. As part of the management transition plan announced in March 2019, two million Series A Preferred Shares were transferred from former owners to our current CEO, Vikram Grover. A total of three million Series A Preferred Shares are authorized, all of which are currently issued and outstanding. On May 5, 2019, 2050 Motors, Inc. executed a Securities Purchase Agreement (SPA) with our CEO, Vikram Grover, for an investment of $483,000.00 in value of 210,000,000 common shares of Peer to Peer Network aka Mobicard Inc. (ticker PTOP) for 400,000 Series B Convertible Preferred Shares priced at $1.2075 per share. The transaction closed on May 15, 2019. Further, on May 16, 2019, Vikram Grover executed a one-year Lock-Up Agreement regarding all of his Convertible Preferred Shares. On May 13, 2019, a third-party lender funded the Company $12,500.00 in a convertible debenture that pays 12% interest. On May 15, 2019, based on due diligence and research by management and the Company’s advisors, the Board of Directors of 2050 Motors, Inc., a California corporation, approved stop action orders on 162,846,149 common shares held by former management, employees, affiliates and representatives of the Company. Accordingly, management has directed the Company’s transfer agent to prohibit the transfer or sale of any shares associated with their certificates. Pending investigation of the providence of these shares and proof of consideration for said shares, these shares will remain frozen indefinitely and subject to the Company’s powers of enforcement and the rules of law. On May 17, 2019, a third-party lender converted $4,667.74 principal and $2,413.96 interest of a convertible debenture into 39,342,800 common shares. On May 24, 2019, a third-party lender converted $11,700 principal of a convertible debenture into 78,000,000 common shares. Business Development and Related On March 10, 2019, Aldo Baiocchi joined the Company’s Advisory Board to guide the Company’s growth of electric vehicle ventures. As compensation, Aldo Baiocchi was issued 10 million incentive common stock purchase warrants with a strike price of $0.01 and three-year expiration. On March 10, 2019, Ted Flomenhaft joined the Company’s Advisory Board to guide the Company’s growth of technology and communications ventures. As compensation, Ted Flomenhaft was issued 10 million incentive common stock purchase warrants with a strike price of $0.01 and three-year expiration. On March 19, 2019, we engaged EDGE FiberNet, Inc. for consulting, support and back office services to assist us in development of our planned businesses in communications, electric vehicles, lighting, including power over Ethernet and LED, and other mediums. As part of the Agreement, we received an option on 4,000 square feet of office/retail space at EDGE FiberNet’s headquarters in Industry City, Brooklyn, New York. As compensation, we issued EDGE FiberNet 10 million common stock purchase warrants with a strike price of $.005 and a three-year expiration. On April 12, 2019, Michael Shevack joined the Company’s Advisory Board to guide the formation of an Environmental, Social and Governance (“ESG”) Division. As compensation, Shevack was issued 10 million incentive common stock purchase warrants with a strike price of $0.01 and three-year expiration. As part of its management transition plan, on or around March 6, 2019, the Company agreed to transfer to prior Management eighty (80) percent ownership of its Nevada subsidiary, 2050 Motors (“2050 Private” or “TFPC”) in exchange for a corporate note from TFPC in the amount of fifty thousand dollars at 8% interest per annum to be paid out of net profits. 2050 Motors (2050 Public) agreed to appoint William Fowler as President of 2050 Private to raise operating capital for expenses to negotiate terms and conditions to maintain Exclusive License with Aoxin Motors. Subsequent to the change of control and based on due diligence on TFPM and the status of the Aoxin Motors relationship, on or around April 2, 2019, we terminated the transaction as we deemed that it was not in the best interests of shareholders. We continue to demand information regarding TFPC from former management but have received unresponsive and unsatisfactory responses to our inquiries. On April 18, 2019, we agreed to purchase a 50% interest in CLEC Networks, Inc., a Delaware corporation, from EDGE FiberNet Inc., a Delaware corporation. As consideration, we agreed to issue EDGE FiberNet 100,000 newly created Series B Preferred Shares convertible into 100 million common shares of our Company. Additionally, we made a funding commitment of $150,000 over seven months to CLEC Networks, to be renamed 2050Tel Corp. or similar such corporate name. The transaction was originally expected to close by April 30, 2019, but the closing deadline was extended to allow both parties to complete corporate actions, including requisite state approvals of share issuances and other. On April 22, 2019, we executed a letter of intent (LOI) to invest in and partner with ERide Club Corp. (“ECC”; www.erideclub.com On May 2, 2019, we engaged Markup Designs Pvt. Ltd. (“MDPL”; https://www.markupdesigns.com www.kanab.club www.linkstorm.net On May 14, 2019, to eliminate any confusion regarding the future direction of the Company and to provide transparency and clarity for our investors, our Board of Directors approved the dissolution of our wholly owned subsidiary, 2050 Motors, Inc., a Nevada corporation doing business under the same name as our publicly traded company, 2050 Motors, Inc., a California corporation. Additionally, our Board of Directors approved the termination of any and all discussions and prior agreements with Aoxin Motors regarding the importation of electric vehicles to be made by Aoxin Motors in China into the United States. Our termination was driven by Aoxin Motors’ failure to obtain the necessary license(s) to manufacture e-GO electric vehicles, which have been under development since 2012. Accordingly, on May 14, 2019, we filed paperwork with the Secretary of State of Nevada to dissolve our wholly owned subsidiary, 2050 Motors, Inc., a Nevada corporation, and that dissolution went effective on or around May 17, 2019. On May 26, 2019, we extended the closing deadline from May 17, 2019 to June 28, 2019 for our definitive agreement to acquire 50% of CLEC Networks, Inc (“CLEC”), a Delaware Corporation currently 100%-owned by EDGE FiberNet, Inc., a Delaware Corporation. This represents the second such extension to the original Agreement that was executed on April 18, 2019. We are currently discussing further extensions to this Agreement pending our return to current filing status with the SEC. After the planned closing, CLEC Networks intends to change its name to 2050Tel and deploy a facilities-based competitive telecommunications carrier in the Northeast providing Origination Carrier Services, including DIDs, ports and hosting to providers of VoIP (Voice over Internet Protocol) and UCaaS (Unified Communications as a Service). 2050Tel will also introduce services directly to consumers and businesses. The 2050tel planned offering, which has been successfully deployed and proven by management in another entity, will target a market currently dominated by Level 3 (CenturyLink) and Bandwidth.com. On June 7, 2019, 2050 Motors, Inc. aka 2050 Corp. executed a Letter of Intent (“LOI”) with LVG1, an LLC d/b/a UNDERground Villas & Hotels (“LVG1” or “UVH”; https://undergroundvh.com/ www.kanab.club https://www.linkedin.com/in/jamesdonnellan/ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities. |
Consolidation | Consolidation The consolidated financial statements of the Company include the Company and its wholly owned subsidiary, 2050 Motors, Inc. All material intercompany balances and transactions have been eliminated in consolidation. |
Cash | Cash Cash consists of deposits in one large national bank. At December 31, 2018 and December 31, 2017, respectively, the Company had $1 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; leasehold 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 December 31, 2018, and December 31, 2017, Property, Plant and Equipment consisted of the following: 2018 2017 Furniture and furnishings $ 14,303 $ 14,303 Leasehold improvements 18,104 18,104 Vehicle and parts 76,045 76,045 Tools and equipment 22,494 22,494 Total 131,026 131,026 Less: Accumulated depreciation (131,026 ) (99,350 ) Property, plant and equipment, net $ - $ 31,676 Depreciation expense was $31,676 and $33,274 for the years ended December 31, 2018 and December 31, 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 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input 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 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 December 31, 2018: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 876,058 - - 876,058 Total liabilities measured at fair value $ 876,058 - - 876,058 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 liabilities issued 717,999 Gain on change in derivative liabilities 42,058 Balance as of December 31, 2017 $ 1,030,132 Fair value of derivative liabilities issued 400,078 Loss on conversions (710,076 ) Gain on change in derivative liabilities 155,924 Balance as of December 31, 2018 $ 876,058 |
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 assumes 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 years ended December 31, 2018 and December 31, 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 years ended December 31, 2018 and December 31, 2017: 2018 2017 Basic and diluted Net loss $ (1,931,443 ) $ (1,250,333 ) Weighted average number of shares in computing basic and diluted net loss Basic 233,348,503 39,431,012 Diluted 233,348,503 39,431,012 Net loss per share basic and diluted Basic and diluted $ (0.01 ) $ (0.03 ) |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. |
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 years ended December 31, 2018 and December 31, 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 provides 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 December 31, 2018 and December 31, 2017, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended December 31, 2018 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions and believed that all of the positions taken by the Company in its Federal and State tax returns were 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. New management, which took control of the Company on March 5, 2019, is currently evaluating prior management’s decision to not file federal tax returns and plans on filing past returns, and related 10-99 filings for compensation paid to prior management, employees, consultants, contractors and affiliates. The Company does not believe it has a material tax liability due to its operating losses in these periods. |
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. In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) “ASU 2014-09”. ASU 2014-09 was subsequently amended by ASU No. 2016-10 and 2016-12. As amended, Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments create a new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers . |
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 Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2018, and December 31, 2017, Property, Plant and Equipment consisted of the following: 2018 2017 Furniture and furnishings $ 14,303 $ 14,303 Leasehold improvements 18,104 18,104 Vehicle and parts 76,045 76,045 Tools and equipment 22,494 22,494 Total 131,026 131,026 Less: Accumulated depreciation (131,026 ) (99,350 ) Property, plant and equipment, net $ - $ 31,676 |
Schedule of Fair Value of Assets and Liabilities | Assets and liabilities measured at fair value are as follows as of December 31, 2018: Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ 876,058 - - 876,058 Total liabilities measured at fair value $ 876,058 - - 876,058 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 Reconciliation of Derivative Liability | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2016 270,075 Fair value of derivative liabilities issued 717,999 Gain on change in derivative liabilities 42,058 Balance as of December 31, 2017 $ 1,030,132 Fair value of derivative liabilities issued 400,078 Loss on conversions (710,076 ) Gain on change in derivative liabilities 155,924 Balance as of December 31, 2018 $ 876,058 |
Schedule of Basic and Diluted Earnings Per Share | The following table sets for the computation of basic and diluted earnings per share for the years ended December 31, 2018 and December 31, 2017: 2018 2017 Basic and diluted Net loss $ (1,931,443 ) $ (1,250,333 ) Weighted average number of shares in computing basic and diluted net loss Basic 233,348,503 39,431,012 Diluted 233,348,503 39,431,012 Net loss per share basic and diluted Basic and diluted $ (0.01 ) $ (0.03 ) |
Convertible Note Payables (Tabl
Convertible Note Payables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liability in Accompanying Interim Financial Statements | As of December 31, 2018, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note #1* Auctus 1/6/17 2/6/18 $ 71,533 22.0 % Note #2* JSJ 4/25/17 1/26/18 11,554 18.0 % Note #3* Crown Bridge 9/15/17 9/15/18 5,422 10.0 % Note #4* LG 11/14/17 11/14/18 22,754 12.0 % Note #5* PowerUp 5 1/24/18 10/30/18 6,320 22.0 % Note #6* PowerUp 6 2/22/18 11/30/18 56,235 22.0 % Note #7* PowerUp 7 4/11/18 1/30/19 22,500 22.0 % Note #8* PowerUp 8 4/27/18 2/15/19 32,250 22.0 % Note #9* Jabro 1 7/23/18 4/30/19 21,000 12.0 % Note #10* Jabro 2 10/01/18 7/15/19 11,500 12.0 % Note #11* PowerUp 9 11/01/18 8/30/19 14,700 12.0 % Note #12* Other 3/16/17 4/1/18 10,000 12.0 % Total $ 285,768 less discount (35,749 ) Net $ 250,019 *Note is currently in default. |
Schedule of Fair Value Assumption | The variables used for the Binomial model are as listed below: December 31, 2017 December 31, 2018 ● Volatility: 253% - 286% Volatility: 191% - 301% ● Risk free rate of return: 1.28%- 1.76% Risk free rate of return: 1.93% - 1.99% ● Expected term: 1-11 months Expected term: 1-10 months |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Sale of Vehicles | The table below demonstrates the required number 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) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Deferred tax assets consist of the following components: 2018 2017 Net loss carryforward $ 1,252,000 $ 1,100,000 Valuation allowance (1,252,000 ) (1,100,000 ) Total deferred tax assets $ - $ - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash | $ 1 | $ 499 |
Depreciation expense | 31,676 | 33,274 |
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, description | Lesser of lease term or life of related asset | |
Furniture and Fixtures [Member] | ||
Property, estimated useful lives | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Total | $ 131,026 | $ 131,026 |
Less: Accumulated depreciation | (131,026) | (99,350) |
Property, plant and equipment, net | 31,676 | |
Furniture and Furnishings [Member] | ||
Total | 14,303 | 14,303 |
Leasehold Improvements [Member] | ||
Total | 18,104 | 18,104 |
Vehicle and Parts [Member] | ||
Total | 76,045 | 76,045 |
Tools and Equipment [Member] | ||
Total | $ 22,494 | $ 22,494 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liability | $ 876,058 | $ 1,030,132 |
Total liabilities measured at fair value | 876,058 | 1,030,132 |
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 | 876,058 | 1,030,132 |
Total liabilities measured at fair value | $ 876,058 | $ 1,030,132 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Reconciliation of Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Balance, beginning | $ 1,030,132 | $ 270,075 |
Fair value of derivative liabilities issued | 400,078 | 717,999 |
Loss on conversions | (710,076) | |
Gain on change in derivative liabilities | 155,924 | 42,058 |
Balance, ending | $ 876,058 | $ 1,030,132 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Net loss | $ (1,901,443) | $ (1,250,333) |
Weighted average number of shares in computing basic and diluted net loss, Basic | 233,348,503 | 39,431,012 |
Weighted average number of shares in computing basic and diluted net loss, Diluted | 233,348,503 | 39,431,012 |
Net loss per share basic and diluted | $ (0.01) | $ (0.03) |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (5,960,691) | $ (4,059,248) |
Net loss | $ (1,901,443) | $ (1,250,333) |
Vehicle Deposits (Details Narra
Vehicle Deposits (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)Integer | Dec. 31, 2017USD ($) | |
Deposits [Abstract] | |||
Vehicle deposits | $ 24,405 | ||
Number of prototype test models | Integer | 1 | ||
Wrote-off value on vehicle deposit | $ 24,405 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
License [Member] | ||
Total payment incurred for license agreement | $ 50,000 | $ 50,000 |
Accounts Payable Due to Relat_2
Accounts Payable Due to Related Parties (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2016 | |
Accounts Payable Due To Related Parties | |||
Accounts payable due to related parties | $ 44,600 | $ 7,750 | |
Due date | Aug. 1, 2016 | ||
Stock issued during period, shares, new issues | 140,808 | ||
Payment of a related party accounts payable and penalties | $ 8,589 |
Loans Payable Due to Related _2
Loans Payable Due to Related Parties (Details Narrative) | Sep. 27, 2017USD ($)$ / sharesshares | Jul. 01, 2017USD ($)$ / sharesshares | Mar. 16, 2017 | Sep. 30, 2016USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016USD ($) |
Outstanding balance | $ 0 | $ 71,400 | ||||||
Interest expense on loans | $ 8,568 | |||||||
Common stock, shares converted | shares | 53,347,701 | |||||||
Amortization of debt discount | $ 158,635 | |||||||
Loans payable due to related parties | 44,600 | $ 7,750 | ||||||
Proceeds from related party debt | $ 10,000 | 28,200 | ||||||
Related Party [Member] | ||||||||
Loan bears interest rate | 12.00% | |||||||
Loan maturity date | Apr. 1, 2018 | |||||||
Outstanding balance | 10,000 | |||||||
Accrued interest | $ 1,201 | 1,201 | ||||||
Minimum [Member] | ||||||||
Expected term | 1 year | |||||||
Maximum [Member] | ||||||||
Expected term | 3 years | |||||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||
Fair value assumptions, measurement input, percentages | 2.53 | |||||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||
Fair value assumptions, measurement input, percentages | 2.86 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||
Fair value assumptions, measurement input, percentages | 0.0124 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||
Fair value assumptions, measurement input, percentages | 0.0153 | |||||||
Loan Payable Agreement [Member] | ||||||||
Loan maturity date | Sep. 15, 2017 | |||||||
Outstanding balance | 17,100 | |||||||
Interest expense on loans | $ 1,500 | $ 14,259 | 1,500 | |||||
Loan payable related party | $ 14,100 | |||||||
Option to purchase shares of common stock | shares | 1,000,000 | |||||||
Option exercise price per share | $ / shares | $ 0.015 | |||||||
Fair value of options | $ 26,746 | |||||||
Amortization of debt discount | $ 14,100 | 14,100 | ||||||
Accrued penalty | 1,750 | |||||||
Penalty per day | 100 | |||||||
Loans payable due to related parties | 7,750 | |||||||
Loan Payable Agreement [Member] | Derivative [Member] | ||||||||
Interest expense on loans | 1,500 | |||||||
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 maturity date | Nov. 1, 2017 | |||||||
Outstanding balance | 17,500 | |||||||
Common stock, shares converted | shares | 84,770,115 | |||||||
Loan payable related party | $ 17,500 | |||||||
Option to purchase shares of common stock | shares | 1,000,000 | |||||||
Option exercise price per share | $ / shares | $ 0.015 | |||||||
Fair value of options | $ 22,945 | |||||||
Amortization of debt discount | 14,100 | 14,100 | ||||||
Finance fee amount | 3,400 | |||||||
Accrued penalty | 1,750 | |||||||
Penalty per day | 100 | |||||||
Loans payable due to related parties | $ 7,750 | |||||||
Loan funding fee | 1,750 | |||||||
Loan processing fee | 1,650 | |||||||
Proceeds from related party debt | $ 14,100 | |||||||
Loan One [Member] | ||||||||
Due to a shareholder | $ 100,000 | |||||||
Loan bears interest rate | 12.00% | |||||||
Loan maturity date | Feb. 28, 2015 | |||||||
Loan Two [Member] | ||||||||
Due to a shareholder | $ 100,000 | |||||||
Loan bears interest rate | 12.00% | |||||||
Loan maturity date | Mar. 30, 2015 | |||||||
Loan [Member] | ||||||||
Loan maturity date | Apr. 1, 2018 |
Convertible Note Payables (Deta
Convertible Note Payables (Details Narrative) - USD ($) | Jan. 06, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt instrument conversion, percentage | 150.00% | ||
Convertible note payables | $ 71,553 | ||
Default penalty | 616,199 | ||
Liquidated damaged penalties, per day | $ 2,000 | ||
Debt converted instrument, common shares | 53,347,701 | ||
Loss on conversion of debt | $ 149,980 | ||
Derivative liability | 876,058 | 1,030,132 | |
Loss on change in derivative liabilities | 110,699 | ||
Amortized of debt discount | 158,635 | ||
Amortized of finance fee | 18,750 | 58,239 | |
Interest expense debt | 49,740 | $ 26,513 | |
Common Stock [Member] | |||
Debt conversion shares issued, value | $ 292,445 | ||
Debt converted instrument, common shares | 373,328,673 | ||
Unrelated Third Parties [Member] | |||
Debt interest rate | 12.00% | ||
Unrelated Third Parties [Member] | Minimum [Member] | |||
Debt interest rate | 10.00% | ||
Unrelated Third Parties [Member] | Maximum [Member] | |||
Debt interest rate | 22.00% |
Convertible Note Payables - Sch
Convertible Note Payables - Schedule of Derivative Liability in Accompanying Interim Financial Statements (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($) | ||
Total convertible notes payable | $ 285,768 | |
less discount | (35,749) | |
Convertible note payables, net | $ 250,019 | |
Note #1 [Member] | ||
Lender | Auctus | [1] |
Origination Date | Jan. 6, 2017 | [1] |
Maturity | Feb. 6, 2018 | [1] |
Interest | 22.00% | [1] |
Total convertible notes payable | $ 71,533 | [1] |
Note #2 [Member] | ||
Lender | JSJ | [1] |
Origination Date | Apr. 25, 2017 | [1] |
Maturity | Jan. 26, 2018 | [1] |
Interest | 18.00% | [1] |
Total convertible notes payable | $ 11,554 | [1] |
Note #3 [Member] | ||
Lender | Crown Bridge | [1] |
Origination Date | Sep. 15, 2017 | [1] |
Maturity | Sep. 15, 2018 | [1] |
Interest | 10.00% | [1] |
Total convertible notes payable | $ 5,422 | [1] |
Note #4 [Member] | ||
Lender | LG | [1] |
Origination Date | Nov. 14, 2017 | [1] |
Maturity | Nov. 14, 2018 | [1] |
Interest | 12.00% | [1] |
Total convertible notes payable | $ 22,754 | [1] |
Note #5 [Member] | ||
Lender | PowerUp 5 | [1] |
Origination Date | Jan. 24, 2018 | [1] |
Maturity | Oct. 30, 2018 | [1] |
Interest | 22.00% | [1] |
Total convertible notes payable | $ 6,320 | [1] |
Note #6 [Member] | ||
Lender | PowerUp 6 | [1] |
Origination Date | Feb. 22, 2018 | [1] |
Maturity | Nov. 30, 2018 | [1] |
Interest | 22.00% | [1] |
Total convertible notes payable | $ 56,235 | [1] |
Note #7 [Member] | ||
Lender | PowerUp 7 | [1] |
Origination Date | Apr. 11, 2018 | [1] |
Maturity | Jan. 30, 2019 | [1] |
Interest | 22.00% | [1] |
Total convertible notes payable | $ 22,500 | [1] |
Note #8 [Member] | ||
Lender | PowerUp 8 | [1] |
Origination Date | Apr. 27, 2018 | [1] |
Maturity | Feb. 15, 2019 | [1] |
Interest | 22.00% | [1] |
Total convertible notes payable | $ 32,250 | [1] |
Note #9 [Member] | ||
Lender | Jabro 1 | [1] |
Origination Date | Jul. 23, 2018 | [1] |
Maturity | Apr. 30, 2019 | [1] |
Interest | 12.00% | [1] |
Total convertible notes payable | $ 21,000 | [1] |
Note #10 [Member] | ||
Lender | Jabro 2 | [1] |
Origination Date | Oct. 1, 2018 | [1] |
Maturity | Jul. 15, 2019 | [1] |
Interest | 12.00% | [1] |
Total convertible notes payable | $ 11,500 | [1] |
Note #11 [Member] | ||
Lender | PowerUp 9 | [1] |
Origination Date | Nov. 1, 2018 | [1] |
Maturity | Aug. 30, 2019 | [1] |
Interest | 12.00% | [1] |
Total convertible notes payable | $ 14,700 | [1] |
Note #12 [Member] | ||
Lender | Other | [1] |
Origination Date | Mar. 16, 2017 | [1] |
Maturity | Apr. 1, 2019 | [1] |
Interest | 12.00% | [1] |
Total convertible notes payable | $ 10,000 | [1] |
[1] | Note is currently in default. |
Convertible Note Payables - Sc
Convertible Note Payables - Schedule of Fair Value Assumption (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Minimum [Member] | ||
Expected term | 1 month | 1 month |
Maximum [Member] | ||
Expected term | 10 months | 11 months |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 1.91 | 2.53 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 3.01 | 2.86 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentages | 0.0193 | 0.0128 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentages | 0.0199 | 0.0176 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 16, 2015 | Mar. 01, 2014 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Lease agreement period | 3 years | ||||||
Lease monthly payment | $ 2,300 | $ 2,200 | |||||
Lease term expiration date | Apr. 30, 2017 | ||||||
Rent expenses | $ 13,400 | $ 26,156 | |||||
Cost of airbags | 500,000 | ||||||
Maximum cost of airbag | $ 2,000,000 | ||||||
Vehicle Deposits [Member] | |||||||
Wrote down the value | $ 24,415 | $ 24,415 | |||||
License [Member] | |||||||
Wrote down the value | $ 50,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Sale of Vehicles (Details) | 12 Months Ended |
Dec. 31, 2018Integer | |
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- Rel_2
Revolving Line of Credit- Related Party (Details Narrative) | Jan. 06, 2017 | Feb. 12, 2016USD ($)Integer | Jan. 31, 2017 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Percentage of debt discount lowest trading price | 150.00% | ||||
Derivative liability | $ 0 | $ 177,707 | |||
Debt discount | 35,749 | ||||
Interest expense debt | $ 49,740 | 26,513 | |||
Number of shares issued on conversion | shares | 53,347,701 | ||||
Outstanding balance on loan | $ 0 | $ 71,400 | |||
Revolving Credit Facility [Member] | |||||
Revolving line of credit agreement period | 12 months | ||||
Line of credit amount | $ 100,000 | ||||
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 | ||||
Debt discount | 101,400 | ||||
Interest expense debt | $ 126,360 | ||||
Number of shares issued on conversion | shares | 53,347,701 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 6,000,000 | $ 4,000,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net loss carryforward | $ 1,252,000 | $ 1,100,000 |
Valuation allowance | (1,252,000) | (1,100,000) |
Total deferred tax assets |
Promissory Note and Equity Pu_2
Promissory Note and Equity Purchase Agreement (Details Narrative) - USD ($) | Jun. 24, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Conversion of convertible securities, value | $ 1,189,294 | ||
Equity Purchase Agreement[Member] | |||
Promissory note issued | $ 0 | ||
Conversion of convertible securities, shares | 1,500,000 | ||
Conversion of convertible securities, value | $ 75,000 | ||
Accrued interest | $ 6,576 | ||
Nonrefundable Promissory Note [Member] | |||
Conversion of convertible securities, shares | 1,500,000 | ||
Accrued interest | $ 6,574 | ||
Nonrefundable Promissory Note [Member] | Investor [Member] | Equity Purchase Agreement[Member] | |||
Promissory note issued | $ 75,000 | ||
Debt interest rate | 10.00% | ||
Debt instrument maturity term | 1 year |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Nov. 01, 2018 | Oct. 02, 2018 | Jul. 23, 2018 | Apr. 27, 2018 | Apr. 11, 2018 | Feb. 22, 2018 | Jan. 24, 2018 | Sep. 27, 2017 | Jul. 01, 2017 | Jun. 24, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Shares issued during period for services, value | $ 57,500 | $ 10,840 | |||||||||||
Shares issued for cash | $ 127,239 | ||||||||||||
Capital contribution fair market value | $ 44,000 | ||||||||||||
Additional paid in capital for beneficial conversion feature | $ 16,000 | ||||||||||||
Common stock, shares authorized | 3,000,000,000 | 300,000,000 | 100,000,000 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | ||||||||||
Stock issued during period, shares, new issues | 140,808 | ||||||||||||
Payment of a related party accounts payable and penalties | $ 8,589 | ||||||||||||
Conversion of convertible securities, value | $ 1,189,294 | ||||||||||||
Debt discount | $ 35,749 | ||||||||||||
First Time [Member] | |||||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||||
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 | ||||||||||||
Conversion of convertible securities, value | $ 35,000 | ||||||||||||
Equity Purchase Agreement[Member] | |||||||||||||
Promissory note issued | $ 0 | ||||||||||||
Conversion of convertible securities, share | 1,500,000 | ||||||||||||
Accrued interest | $ 6,576 | ||||||||||||
Conversion of convertible securities, value | $ 75,000 | ||||||||||||
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 | ||||||||||||
Loan maturity date | Sep. 15, 2017 | ||||||||||||
Option to purchase shares of common stock | 1,000,000 | ||||||||||||
Option exercise price per share | $ 0.015 | ||||||||||||
Fair value of options | $ 26,746 | ||||||||||||
Loan Payable Agreement [Member] | Related Party [Member] | |||||||||||||
Loan payable related party | $ 14,100 | ||||||||||||
Loan maturity date | Sep. 15, 2017 | ||||||||||||
Option to purchase shares of common stock | 1,000,000 | ||||||||||||
Option exercise price per share | $ 0.015 | ||||||||||||
Fair value of options | $ 26,746 | ||||||||||||
Debt discount | 14,100 | ||||||||||||
Loan Payable Agreement 1 [Member] | |||||||||||||
Loan payable related party | $ 17,500 | ||||||||||||
Loan maturity date | Nov. 1, 2017 | ||||||||||||
Option to purchase shares of common stock | 1,000,000 | ||||||||||||
Option exercise price per share | $ 0.015 | ||||||||||||
Fair value of options | $ 22,945 | ||||||||||||
Finance fee amount | 3,400 | ||||||||||||
Loan Payable Agreement 1 [Member] | Related Party [Member] | |||||||||||||
Loan payable related party | $ 17,500 | ||||||||||||
Option to purchase shares of common stock | 1,000,000 | ||||||||||||
Option exercise price per share | $ 0.015 | ||||||||||||
Fair value of options | $ 22,945 | ||||||||||||
Debt discount | 14,100 | ||||||||||||
Proceeds from loans | 14,100 | ||||||||||||
Unsecured Convertible Note Agreement [Member] | Third Party [Member] | |||||||||||||
Loan payable related party | $ 14,700 | $ 11,500 | $ 21,000 | $ 21,500 | $ 15,000 | $ 43,000 | $ 35,000 | ||||||
Poceeds from convertible notes, net of financing fees | $ 14,700 | $ 11,500 | $ 21,000 | $ 21,500 | $ 15,000 | $ 43,000 | $ 35,000 | ||||||
Unsecured Convertible Note Agreement [Member] | Related Party [Member] | |||||||||||||
Loan payable related party | 25,000 | ||||||||||||
Debt discount | 14,700 | ||||||||||||
Poceeds from convertible notes, net of financing fees | 22,500 | ||||||||||||
Finance fee amount | $ 2,500 | ||||||||||||
Warrant to purchase shares | 250,000 | ||||||||||||
Warrant exercise price | $ 0.10 | ||||||||||||
Investor [Member] | Equity Purchase Agreement[Member] | |||||||||||||
Amortization of deferred equity issuance costs | $ 37,500 | $ 18,750 | |||||||||||
Prior President [Member] | |||||||||||||
Capital contribution fair market value | $ 48,000 | ||||||||||||
Convertible Note One [Member] | |||||||||||||
Additional paid in capital for beneficial conversion feature | 10,000 | ||||||||||||
Conversion of convertible securities, share | 1,946,200 | ||||||||||||
Accrued interest | $ 7,006 | ||||||||||||
Convertible Note Two [Member] | |||||||||||||
Additional paid in capital for beneficial conversion feature | 10,000 | ||||||||||||
Convertible Note Three [Member] | |||||||||||||
Additional paid in capital for beneficial conversion feature | 10,000 | ||||||||||||
Convertible Note Four [Member] | |||||||||||||
Additional paid in capital for beneficial conversion feature | $ 10,000 | ||||||||||||
Nonrefundable Promissory Note [Member] | |||||||||||||
Conversion of convertible securities, share | 1,500,000 | ||||||||||||
Accrued interest | $ 6,574 | ||||||||||||
Conversion price | $ 0.054 | ||||||||||||
Nonrefundable Promissory Note [Member] | Investor [Member] | Equity Purchase Agreement[Member] | |||||||||||||
Promissory note issued | $ 75,000 | ||||||||||||
Debt interest rate | 10.00% | ||||||||||||
Debt instrument maturity term | 1 year | ||||||||||||
Deferred equity issuance cost | $ 75,000 | ||||||||||||
Convertible Note [Member] | |||||||||||||
Conversion of convertible securities, share | 2,911,195 | ||||||||||||
Conversion of convertible securities, value | $ 23,600 | ||||||||||||
Convertible Note Payable [Member] | |||||||||||||
Conversion of convertible securities, share | 892,857 | ||||||||||||
Conversion of convertible securities, value | $ 5,000 | ||||||||||||
Issuance for Marketing Services [Member] | |||||||||||||
Shares issued during period for services | 825,000 | ||||||||||||
Shares issued during period for services, value | $ 125,000 | ||||||||||||
Stock issued, per share | $ 0.1497 | ||||||||||||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 07, 2019VillasAndResortshares | May 24, 2019USD ($)shares | May 17, 2019USD ($)shares | May 15, 2019shares | May 05, 2019USD ($)$ / sharesshares | Apr. 22, 2019shares | Apr. 18, 2019USD ($)shares | Apr. 15, 2019$ / shares | Apr. 07, 2019$ / sharesshares | Mar. 31, 2019USD ($)shares | Mar. 27, 2019shares | Mar. 08, 2019USD ($) | Mar. 06, 2019USD ($)$ / sharesshares | Jan. 06, 2017 | Apr. 10, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | May 26, 2019 | May 13, 2019USD ($) | Apr. 12, 2019$ / sharesshares | Mar. 19, 2019ft²$ / sharesshares | Mar. 10, 2019$ / sharesshares |
Debt converted instrument, common shares | 53,347,701 | ||||||||||||||||||||||
Preferred stock, par value | $ / shares | |||||||||||||||||||||||
Number of common stock investment | $ | $ 17,250 | ||||||||||||||||||||||
Number of common stock investment, shares | 140,808 | ||||||||||||||||||||||
Debt instrument ownership threshold | 150.00% | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Debt converted instrument, principal amount | $ | $ 292,445 | ||||||||||||||||||||||
Debt converted instrument, common shares | 373,328,673 | ||||||||||||||||||||||
Number of common stock investment | $ | $ 2,250 | ||||||||||||||||||||||
Number of common stock investment, shares | 36,885 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Common stock voting rights | Each share converts into one common share, has 10,000 votes on every corporate matter requiring a shareholder vote, has a par value of $0.0001, and pays an annual dividend at the option of the Company of $0.01. | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Dividend of option per share | $ / shares | $ 0.01 | ||||||||||||||||||||||
Number of villas and resort | VillasAndResort | 33,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Common stock voting rights | Each share converts into 1,000 common shares, votes on an as converted basis, has a par value of $0.001, and pays a cumulative annual dividend in cash or in kind of $0.01. | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||
Debt converted instrument, common shares | 1,000 | ||||||||||||||||||||||
Annual dividend in cash or in kind | $ / shares | $ 0.01 | ||||||||||||||||||||||
Percentage for acquired interest | 1.00% | ||||||||||||||||||||||
Conversion of stock, shares converted | 100,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Common stock voting rights | Each share remains convertible into one common share and has 50 votes on corporate matters. | ||||||||||||||||||||||
Preferred stock dividend, per share | $ / shares | $ 0.01 | ||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Preferred stock, par value | $ / shares | |||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Subsequent Event [Member] | BKS Cambria, LLC [Member] | |||||||||||||||||||||||
Number of common stock returned shares | 84,770,115 | ||||||||||||||||||||||
Subsequent Event [Member] | United Biorefineries, Inc [Member] | |||||||||||||||||||||||
Number of common stock returned shares | 53,347,701 | ||||||||||||||||||||||
Subsequent Event [Member] | EDGE FiberNet, Inc [Member] | |||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.005 | ||||||||||||||||||||||
Area of land | ft² | 4,000 | ||||||||||||||||||||||
Subsequent Event [Member] | EDGE FiberNet, Inc [Member] | Common Stock [Member] | |||||||||||||||||||||||
Debt converted instrument, common shares | 100,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | EDGE FiberNet, Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Debt converted instrument, common shares | 100,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Michael Shevack [Member] | |||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||
Subsequent Event [Member] | CLEC Networks, Inc [Member] | |||||||||||||||||||||||
Percentage for acquired interest | 50.00% | ||||||||||||||||||||||
Funding commitment, amount | $ | $ 150,000 | ||||||||||||||||||||||
Subsequent Event [Member] | CLEC Networks, Inc [Member] | Definitive Agreement [Member] | |||||||||||||||||||||||
Percentage for acquired interest | 50.00% | ||||||||||||||||||||||
Subsequent Event [Member] | ERide Club Corp [Member] | Common Stock [Member] | |||||||||||||||||||||||
Debt converted instrument, common shares | 100,000,000 | ||||||||||||||||||||||
Common stock return percentage | 10.00% | ||||||||||||||||||||||
Subsequent Event [Member] | ERide Club Corp [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||
Debt converted instrument, common shares | 100,000 | ||||||||||||||||||||||
Subsequent Event [Member] | LVG1 [Member] | |||||||||||||||||||||||
Percentage for acquired interest | 10.00% | ||||||||||||||||||||||
Subsequent Event [Member] | Third Party Lender [Member] | |||||||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||||||
Debt converted instrument, principal amount | $ | $ 11,700 | $ 4,668 | $ 13,273 | $ 8,085 | |||||||||||||||||||
Debt interest, amount | $ | $ 2,414 | $ 8,548 | $ 8,548 | ||||||||||||||||||||
Debt converted instrument, common shares | 78,000,000 | 39,342,800 | 66,363,000 | 93,410,190 | |||||||||||||||||||
Convertible debenture | $ | $ 12,500 | ||||||||||||||||||||||
Subsequent Event [Member] | Third Party Lender [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||
Debt instrument, face amount | $ | $ 28,000 | ||||||||||||||||||||||
Net funding amount after expenses | $ | $ 25,000 | ||||||||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||||||
Debt instrument maturity date | Jan. 15, 2020 | ||||||||||||||||||||||
Subsequent Event [Member] | TFPC [Member] | |||||||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||||||
Ownership percentage | 80.00% | ||||||||||||||||||||||
Subsequent Event [Member] | Delaware Corporation [Member] | EDGE FiberNet, Inc [Member] | |||||||||||||||||||||||
Percentage for acquired interest | 100.00% | ||||||||||||||||||||||
Subsequent Event [Member] | Restricted Common Shares [Member] | |||||||||||||||||||||||
Conversion of stock, shares converted | 100,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Through Year-end 2022 [Member] | |||||||||||||||||||||||
Debt instrument ownership threshold | 10.00% | ||||||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | |||||||||||||||||||||||
Officer compensation, per month | $ | $ 12,500 | ||||||||||||||||||||||
Compensation payable in cash | $ | $ 7,500 | ||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Officer compensation, description | On March 6, 2019, Vikram Grover was appointed our President, Chief Executive Officer, Chief Financial Officer, Secretary and Director. Mr. Grover's compensation consists of $12,500 per month, of which $5,000 is payable in cash while the Company is delinquent in its SEC filings and the balance to be accrued and payable in cash or stock on December 31 of each calendar year. Upon bringing the Company current with its SEC filings, Mr. Grover will be compensated $12,500 per month, of which $7,500 is payable in cash and $5,000 will be accrued and payable in cash or stock on December 31 of each calendar year. Additionally, upon bringing the Company current with its SEC filings, Mr. Grover will be issued 100 million common stock purchase warrants with a $0.001 exercise price and a three-year expiration. If the Company's common stock closes over $0.01 for 10 consecutive trading sessions, Mr. Grover shall be issued an additional 100 million common stock purchase warrants with a $0.001 strike price and a three-year expiration. | ||||||||||||||||||||||
Accrued and payable (cash or stock) | $ | $ 5,000 | ||||||||||||||||||||||
Number of common stock purchase warrants shares | 100,000,000 | ||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||
Number of preferred stock, shares transferred | 2,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Mobicard Inc [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of common stock investment | $ | $ 483,000 | ||||||||||||||||||||||
Number of common stock investment, shares | 210,000,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Mobicard Inc [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Number of common stock investment, shares | 400,000 | ||||||||||||||||||||||
Share issued price per shares | $ / shares | $ 1.2075 | ||||||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | During Delinquent Period [Member] | |||||||||||||||||||||||
Officer compensation, per month | $ | $ 12,500 | ||||||||||||||||||||||
Compensation payable in cash | $ | $ 5,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | Former Management, Employees, Affiliates and Representatives [Member] | |||||||||||||||||||||||
Number of common stock investment, shares | 162,846,149 | ||||||||||||||||||||||
Subsequent Event [Member] | Aldo Baiocchi [Member] | |||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.01 | ||||||||||||||||||||||
Subsequent Event [Member] | Ted Flomenhaft [Member] | |||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.01 |