Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Jul. 19, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | 2050 MOTORS, INC. | |
Entity Central Index Key | 0000867028 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
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 Common Stock, Shares Outstanding | 905,776,444 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 2,899 | $ 1 |
Prepaid expenses | 2,500 | |
Total current assets | 5,399 | 1 |
Property and equipment, net | ||
Total assets | 5,399 | 1 |
Liabilities | ||
Accounts payable | 26,800 | 22,049 |
Tax payable | 2,864 | 2,864 |
Accrued Expenses | 813,299 | 626,299 |
Accrued interest on loans payable | 37,268 | 49,740 |
Loans payable due to non-related parties, net | 218,850 | 250,019 |
Deposits | 21,947 | 21,947 |
Derivative liability | 1,664,226 | 876,058 |
Total current liabilities | 2,785,254 | 1,848,976 |
Stockholders' deficit | ||
Common stock; no par value Authorized: 3,000,000,000 shares at March 31, 2019, and 300,000,000 shares at December 31, 2018 Issued and outstanding: 722,070,644 at March 31, 2019 and 623,964,144 at December 31, 2018 | 3,433,570 | 3,405,360 |
Preferred stock; no par value Authorized: 10,000,000 shares at March 31, 2019, and 10,000,000 shares at December 31, 2018 Issued and outstanding: 3,000,000 shares at March 31, 2019, and 3,000,000 shares at December 31, 2018 | 45,000 | 45,000 |
Additional paid-in-capital | 536,356 | 536,356 |
Accumulated deficit | (6,919,781) | (5,960,691) |
Common stock issuable | 125,000 | 125,000 |
Total stockholders' deficit | (2,779,855) | (1,848,975) |
Total liabilities and stockholders' deficit | $ 5,399 | $ 1 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | ||
Common stock, shares authorized | 3,000,000,000 | 300,000,000 |
Common stock, shares issued | 722,070,644 | 623,964,144 |
Common stock, shares outstanding | 722,070,644 | 623,964,144 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 3,000,000 | 3,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Operating revenue | ||
Operating expenses: | ||
Research and development costs | ||
General & administrative | 34,353 | 110,326 |
Total operating expenses | 34,353 | 110,326 |
Loss from operations | (34,353) | (110,326) |
Other income (expenses): | ||
Interest expense | (14,781) | (179,944) |
Amortization of discount | (152,370) | (71,095) |
Impairment loss | (50,000) | |
Loss on debt conversion | (16,734) | |
Gain (Loss) on debt settlement | 949 | |
Derivative liability gain/(loss) | (757,586) | (1,064,317) |
Total other income (expenses) | (924,737) | (1,381,141) |
Loss before income taxes | (959,090) | (1,491,467) |
Provision for income taxes | ||
Net loss | $ (959,090) | $ (1,491,467) |
Net loss per share, basic and diluted | $ (0.02) | |
Weighted average common equivalent shares outstanding, basic and diluted | 669,950,137 | 75,518,883 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - 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, 2017 | $ 2,474,146 | $ 140,000 | $ 94,650 | $ (4,059,248) | $ (1,350,452) | |
Beginning balance, shares at Dec. 31, 2017 | 47,860,512 | |||||
Extinquishment of derivative liability | 263,395 | 263,395 | ||||
Reclassification of warrants to derivative liability | (42,900) | (42,900) | ||||
Equity offering costs | (9,375) | (9,375) | ||||
Shares issued for reduction of debt | $ 160,728 | 160,728 | ||||
Shares issued for reduction of debt, shares | 54,954,114 | |||||
Shares issued for services | $ 45,000 | 45,000 | ||||
Shares issued for services, shares | 3,000,000 | |||||
Net loss | (1,491,467) | (1,491,467) | ||||
Ending balance at Mar. 31, 2018 | $ 2,634,874 | $ 45,000 | 140,000 | 305,770 | (5,550,715) | (2,425,071) |
Ending balance, shares at Mar. 31, 2018 | 102,814,626 | 3,000,000 | ||||
Beginning balance at Dec. 31, 2018 | $ 3,405,360 | $ 45,000 | 125,000 | 536,356 | (5,960,691) | (1,848,975) |
Beginning balance, shares at Dec. 31, 2018 | 623,964,144 | 3,000,000 | ||||
Conversion of convertible debt | $ 28,210 | 28,210 | ||||
Conversion of convertible debt, shares | 98,106,500 | |||||
Net loss | (959,090) | (959,090) | ||||
Ending balance at Mar. 31, 2019 | $ 3,433,570 | $ 45,000 | $ 125,000 | $ 536,356 | $ (6,919,781) | $ (2,779,855) |
Ending balance, shares at Mar. 31, 2019 | 722,070,644 | 3,000,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows provided by (used for) operating activities: | ||
Net loss | $ (959,090) | $ (1,491,467) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation | 6,803 | |
Amortization of debt discount | 152,370 | 71,095 |
Amortization of deferred finance costs | 12,542 | |
Impairment loss | 50,000 | |
Penalty expense on non-related loan payable | 35,000 | |
Debt settlement loss | 16,734 | |
Issuance of preferred stock for services | 45,000 | |
Derivative liability adjustment | 757,586 | 1,064,317 |
Interest expense from initial derivative liability | 15,833 | 99,570 |
Changes in assets and liabilities: Increase (decrease) in assets and liabilities: | ||
Prepaid expenses | (2,500) | |
Accounts payable | 4,751 | 19,961 |
Income tax payable | (800) | |
Accrued Expenses | 5,948 | |
Accrued interest on loans payable | 21,340 | |
Net cash used for operating activities | (25,102) | (49,905) |
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 | ||
Payments made on related party advances | ||
Proceeds from non-related loans | 28,000 | 73,000 |
Payments made on non-related loans | ||
Payments made on revolving line of credit from related party | (1,458) | |
Net cash provided by (used for) financing activities | 28,000 | 71,542 |
Net (decrease) in cash | 2,898 | 21,637 |
Cash, beginning of year | 1 | 499 |
Cash, end of period | 2,899 | 22,136 |
Supplemental disclosure of cash flow information - | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Deferred equity issuance cost from non-cash transaction, net | ||
Amortization of deferred finance cost from non-cash transaction | 9,375 | |
Common stock issued for debt | 12,471 | 143,995 |
Debt discount from convertible loan | 28,000 | 124,461 |
Reclassification of derivative liability | 13,251 | 263,395 |
Warrants/options reclassified from APIC to derivative liability | $ 42,900 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Note 1 – BASIS OF PRESENTATION AND ORGANIZATION 2050 Motors, Inc. (“2050 Motors” or “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 by the same name, 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, 2050 Motors, Inc. (Nevada) 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.” On October 25, 2012, 2050 Motors 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. Our principal business objective has historically been to achieve long-term growth through 2050 Motors, Inc. On or around March 6, 2019, William Fowler resigned as our CEO and Director and Bernd Schaefers resigned as our Director. On or around March 6, 2019, we appointed Vikram Grover as CEO and sole Director (for further information, refer to our Form 8-K filed on March 7, 2019 with the SEC). Since new management was appointed in March 2019, we have expanded our mission statement to invest in, incubate and accelerate businesses in the communications, energy, electric vehicle, and Internet industries (for further information, see Note 12 - Subsequent Events). The condensed interim financial statements included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018. The Company follows the same accounting policies in preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with U.S. 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. Fair Value of Financial Instruments We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments-Level 3 Derivatives are recorded on the condensed balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. We use the binomial option-pricing model for determining the fair value of our derivatives. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. Assets and liabilities measured at fair value are as follows as of March 31, 2019 Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ $ - $ - $ 1,664,226 Total liabilities measured at fair value $ $ - $ - $ 1,664,226 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 Total liabilities measured at fair value $ $ - $ - $ 876,058 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, 2018 $ 876,058 Fair value of derivative liabilities issued 43,833 Loss on change in derivative liabilities 757,586 Reclassify to equity upon payoff or conversion (13,251) Balance as of March 31, 2019 $ 1,664,226 Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three-month periods ended March 31, 2019 and March 31, 2018, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts 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. Recently Adopted Accounting Policies: In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). The new revenue standards became effective for the Company on January 1, 2018 and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718). ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for interim periods and fiscal years beginning after December 15, 2017, and early application is permitted. The implementation of ASU 2017-09 did not have a material effect on the Company’s consolidated financial statements. 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 was 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. The implementation of ASU 2016=02 did not have a material effect on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The implementation of ASU 2017-11 did not have a material effect on the Company’s consolidated financial statements. Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no material effect on the reported results of operations or cash flow. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
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 ($6,919,781) as of March 31, 2019. The Company also had negative working capital of ($2,959,855) at that date. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties. In view of the matters described above, 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 will be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors. |
Vehicle Deposits
Vehicle Deposits | 3 Months Ended |
Mar. 31, 2019 | |
Deposits [Abstract] | |
Vehicle Deposits | Note 4 – VEHICLE DEPOSITS A vehicle deposit of $24,405, as of March 31, 2018, represented a prototype test model for delivery into the United States when specifications are completed for an advanced crash test known in the Automobile Safety Industry as the “overlap crash test”. Based on recent conversations with Aoxin and former management, we took an impairment charge for the vehicle deposit of $24,405 and wrote this asset down to $0 in the fourth quarter of 2018. |
License Agreement
License Agreement | 3 Months Ended |
Mar. 31, 2019 | |
License Agreement | |
License Agreement | Note 5 – LICENSE AGREEMENT In 2012 and 2013, the Company made a total payment of $50,000 in connection with an executed exclusive license agreement with Aoxin to import, assemble and manufacture an advanced carbon fiber electric vehicle called the “e-Go”. The cost of this license agreement was recognized as a long-term asset and was evaluated for impairment losses at the end of each reporting period. As of March 31, 2018, impairment losses related to this license of $50,000 were identified by management, and as a result we wrote off the value of the Aoxin license. We have since terminated all discussions with Aoxin regarding importation of electric automobiles and related parts and equipment from China into the United States. |
Loans Payable Due to Related Pa
Loans Payable Due to Related Parties | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Loans Payable Due to Related Parties | Note 6 – LOANS PAYABLE DUE TO RELATED PARTIES As of December 31, 2018, all related party loans and associated interest and penalties were converted into common equity. Current management has demanded documentation of the providence of these loans. Management is reviewing legal options for recovery of these shares and has placed a stop action order on these shares with the Company’s transfer agent. |
Convertible Note Payables
Convertible Note Payables | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payables | Note 7 – CONVERTIBLE NOTE PAYABLES The Company had convertible note payables with several 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 March 31, 2019, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note #1* Auctus 1/6/17 2/6/18 $ 69,046 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* PowerUp 10 3/08/19 01/15/20 28,000 22.0 % Note #13* Other 3/16/17 4/1/18 10,000 12.0 % Total $ 311,281 less discount (92,431 ) Net $ 218,850 *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 $69,046 as of March 31, 2019, there are penalties totaling $813,299 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 three months ended March 31, 2019, lenders converted $14,958 of debt and interest into 98,106,500 shares of common stock. The variables used for the Binomial model are as listed below: March 31, 2018 March 31, 2019 ● 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 $152,370 and $71,095 respectively, during the three-month periods ended March 31, 2019 and March 31, 2018. Interest expense accrued on third-party convertible notes was $14,781 and $179,944 for the three-month periods ended March 31, 2019 and March 31, 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – COMMITMENTS AND CONTINGENCIES Industrial Lease 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 was on a month to month lease thereafter. The lease was terminated as of June 30, 2018. Rent expense amounted to $0 and $6,600 for the three-month periods ended March 31, 2019 and March 31, 2018, respectively. Aoxin License Agreement Pursuant to a 2012 license agreement and 2017 amendment executed between the Company and Aoxin, in order to maintain exclusive rights for the United States (US), the Company was required to purchase and sell certain amount of e-Go model vehicles per year for a certain period of time starting from the completion of the requirements established by the United States Department of Transportation’s protocols for the e-Go. As part of the license agreement, the Company was committed to pay expenses related to any required airbag testing procedures. The Company estimated the cost of these airbags could be as much as $2 million. Aoxin has been unable to procure a license to design, test and manufacture e-Go vehicles in China. Additionally, our representatives in China have been told by Aoxin that any such agreement and amendment has expired. Given these circumstances, during the three-month period ended March 31, 2018, we wrote down the value of the Aoxin license to $0 and associated vehicle deposits were fully impaired during the fourth quarter of 2018. Legal Proceedings The Company may from time to time, become a party to various legal proceedings, arising in the ordinary course of business. The Company investigates these claims as they arise. Management does not believe, based on current knowledge, that there were any such claims outstanding as of March 31, 2019. |
Revolving Line of Credit- Relat
Revolving Line of Credit- Related Party | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit- Related Party | Note 9 – REVOLVING LINE OF CREDIT- RELATED PARTY During 2018, the Company had a revolving line of credit agreement with a related party. The line amount was $100,000 and carried interest at 12% per annum, due on December 31, 2018 with a conversion option into restricted common stock of the Company. The note was convertible at 50% of the Average Market Price for the 15 previous trading days before the conversion notice date. During the three-month period ended March 31, 2019, the Company made cash payments totaling $0 to principal and accrued interest. As of March 31, 2019, the balance outstanding on the loan was $0 as all remaining principal, interest and penalties due on the loan were converted into common shares during the fourth quarter of 2018. Current management has demanded documentation of the providence of these loans. Management is reviewing legal options for recovery of these shares and has placed a stop action order on these shares with the Company’s transfer agent. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | Note 10 – EQUITY During the three months ended March 31, 2019, lenders converted $14,958 of debt and interest into 98,106,500 shares of common stock. 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 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, the Company borrowed $28,000, netting $25,000 in funding after legal fees and due diligence costs, pursuant to a convertible note agreement bearing an interest rate of 12% per annum and with a maturity date of January 15, 2020. 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 were invalidly issued by our 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. To this date, BKS has still not responded to our demand letter. UBC has electronically responded, denied any wrongdoing, and refuses to return the certificates. These shares were issued from conversions of insiders’ affiliate debt and attached penalty interest and penalties into common stock at a floating rate discount to market prices. During the year ended December 31, 2016, the Company agreed to issue 3,200,000 shares for services at a price between $0.157 to $0.075, for a total of $256,480. Additionally, the Company agreed to issue 825,000 shares of common stock for marketing services at a per share price of $0.1497 for a total consideration of $125,000. As of March 31, 2019, these shares are yet to be issued and have been recorded as common stock issuable. |
Warrants and Options
Warrants and Options | 3 Months Ended |
Mar. 31, 2019 | |
Warrants And Options | |
Warrants and Options | Note 11 – WARRANTS AND OPTIONS As of March 31, 2019, the Company has no warrants or stock options issued or outstanding. Subsequent to the end of the quarter, four executives were added to a newly created Advisory Board and were issued a total of forty million warrants (see Note 12 – Subsequent Events for further information). Further, our CEO, Vikram Grover, will be issued 100 million warrants with a strike price of $0.001 upon bring the Company current with its SEC reporting requirements, with an additional 100 million warrants with a strike price of $0.001 due upon our common stock closing at or above $0.01 for ten consecutive trading sessions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – SUBSEQUENT EVENTS On March 10, 2019, Aldo Baiocchi joined the Company’s Advisory Board to guide the Company’s growth of electric vehicle (EV) ventures. As compensation, effective April 1, 2019, 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, effective April 1, 2019, 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, on April 1, 2019, we issued EDGE FiberNet 10 million common stock purchase warrants with a strike price of $.005 and a three-year expiration. On April 10, 2019, a lender converted $13,273 principal of a loan into 66,363,000 common shares. 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, on April 12, 2019, Shevack was issued 10 million incentive common stock purchase warrants with a strike price of $0.01 and three-year expiration. On or around March 6, 2019, as part of its management transition plan, 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 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/Sole Director. 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. On April 8, 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 April 10, 2019, a third-party lender converted $13,272.60 principal of a convertible debenture into 66,363,000 common shares. 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 June 28, 2019 from May 17, 2019 on May 26, 2019, after being extended to May 17, 2019 on April 30, 2019 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), a Company developing an Internet-based cloud platform to enable rentals and related services for the electric vehicle (EV) market, including automobiles, eBikes and mobility products. Upon delivery of a working beta system vetted by businesses, consumers and third-party testing no later than August 1, 2019, we will issue ECC 100,000 Series B Preferred shares convertible into 100 million common shares in return for 10% of the equity of ECC, with a right of participation on future financings by ECC through year-end 2020. Additionally, we will become a preferred marketing partner of ECC in the United States and provide ECC with a three-year option to perform a spin-out IPO to our shareholders. ECC expects to launch a first-generation version of the platform on May 15, 2019, after which time we will vet the system with our staff and advisors. On May 2, 2019, we engaged Markup Designs Pvt. Ltd. (“MDPL”; https://www.markupdesigns.com www.kanab.club www.linkstorm.net On May 5, 2019, 2050 Motors, Inc. executed a Securities Purchase Agreement with our CEO, Vikram Grover, for an investment in the Company of $483,000 in the form of 210,000,000 free-trading common shares of Peer to Peer Network aka Mobicard Inc. The transaction closed on May 15, 2019. As consideration, the Company issued the investor 400,000 newly created 1% Cumulative Series B Preferred Shares, each of which bears a RESTRICTED CONTROL STOCK legend, is convertible into 1,000 common shares, and has 1,000 votes on corporate matters. The investment is intended to strengthen the Company’s balance sheet, provide liquidity and facilitate capital raising. On May 13, 2019, a third-party lender funded the Company $12,500.00 in a convertible debenture that pays 12% interest. 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 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 $4,668 principal and $2,414 interest of a debenture into 39,342,800 common shares. On May 20, 2019, we appointed Charlie Szoradi to our Advisory Board to guide us in the DC-PoE/LED marketplace and related markets. Charlie Szoradi is the founder of Independence LED Lighting, one of the first authentic U.S. manufacturers of high-efficiency LED fixtures and a lighting solutions provider with comprehensive support services for property owners, managers, and sales partners. As compensation, as with all of 2050 Motors’ previously announced Advisory Board members, Charlie Szoradi was issued ten (10) million common stock purchase warrants with a strike price of $0.01 and a three-year expiration. On May 24, 2019, a third-party lender converted $11,700 principal of a debenture into 78,000,000 common shares. 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. The purchase agreement has since expired but both parties are currently negotiating a revised transaction, though there can be no assurances. 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) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments-Level 3 Derivatives are recorded on the condensed balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. We use the binomial option-pricing model for determining the fair value of our derivatives. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. Assets and liabilities measured at fair value are as follows as of March 31, 2019 Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ $ - $ - $ 1,664,226 Total liabilities measured at fair value $ $ - $ - $ 1,664,226 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 Total liabilities measured at fair value $ $ - $ - $ 876,058 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, 2018 $ 876,058 Fair value of derivative liabilities issued 43,833 Loss on change in derivative liabilities 757,586 Reclassify to equity upon payoff or conversion (13,251) Balance as of March 31, 2019 $ 1,664,226 |
Earnings Per Share (EPS) | Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three-month periods ended March 31, 2019 and March 31, 2018, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. |
Concentration of Credit Risk | Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts 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. |
Recently Adopted Accounting Policies | Recently Adopted Accounting Policies: In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). The new revenue standards became effective for the Company on January 1, 2018 and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718). ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for interim periods and fiscal years beginning after December 15, 2017, and early application is permitted. The implementation of ASU 2017-09 did not have a material effect on the Company’s consolidated financial statements. 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 was 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. The implementation of ASU 2016=02 did not have a material effect on the Company’s consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The implementation of ASU 2017-11 did not have a material effect on the Company’s consolidated financial statements. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no material effect on the reported results of operations or cash flow. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets and Liabilities | Assets and liabilities measured at fair value are as follows as of March 31, 2019 Total Level 1 Level 2 Level 3 Liabilities Derivative liability $ $ - $ - $ 1,664,226 Total liabilities measured at fair value $ $ - $ - $ 1,664,226 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 Total liabilities measured at fair value $ $ - $ - $ 876,058 |
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, 2018 $ 876,058 Fair value of derivative liabilities issued 43,833 Loss on change in derivative liabilities 757,586 Reclassify to equity upon payoff or conversion (13,251) Balance as of March 31, 2019 $ 1,664,226 |
Convertible Note Payables (Tabl
Convertible Note Payables (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Derivative Liability in Accompanying Interim Financial Statements | As of March 31, 2019, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note #1* Auctus 1/6/17 2/6/18 $ 69,046 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* PowerUp 10 3/08/19 01/15/20 28,000 22.0 % Note #13* Other 3/16/17 4/1/18 10,000 12.0 % Total $ 311,281 less discount (92,431 ) Net $ 218,850 *Note is currently in default. |
Schedule of Fair Value Assumption | The variables used for the Binomial model are as listed below: March 31, 2018 March 31, 2019 ● 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 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative liability | ||
Total liabilities measured at fair value | ||
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 | 1,664,226 | 876,058 |
Total liabilities measured at fair value | $ 1,664,226 | $ 876,058 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Derivative Liability (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Balance, beginning | $ 876,058 |
Fair value of derivative liabilities issued | 43,833 |
Loss on change in derivative liabilities | 757,586 |
Reclassify to equity upon payoff or conversion | (13,251) |
Balance, ending | $ 1,664,226 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (6,919,781) | $ (5,960,691) |
Working capital | $ (2,959,855) |
Vehicle Deposits (Details Narra
Vehicle Deposits (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2018 | Mar. 31, 2018 | |
Deposits [Abstract] | ||
Vehicle deposits | $ 24,405 | |
Wrote-off value on vehicle deposit | $ 0 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2013 | Dec. 31, 2012 | |
Impairment losses related to license | $ 50,000 | |||
License [Member] | ||||
Total payment incurred for license agreement | $ 50,000 | $ 50,000 |
Convertible Note Payables (Deta
Convertible Note Payables (Details Narrative) - USD ($) | Jan. 06, 2017 | Mar. 31, 2019 | Mar. 31, 2018 |
Debt payment percentage | 150.00% | ||
Convertible note payables | $ 69,046 | ||
Default penalty | 813,299 | ||
Liquidated damaged penalties, per day | 2,000 | ||
Debt conversion shares issued, value | $ 14,958 | ||
Debt conversion shares issued | 98,106,500 | ||
Amortized of debt discount | $ 152,370 | $ 71,095 | |
Interest expense | $ 14,781 | $ 179,944 | |
Third Parties [Member] | |||
Debt interest rate | 22.00% | ||
Third Parties [Member] | Minimum [Member] | |||
Debt interest rate | 10.00% | ||
Third Parties [Member] | Maximum [Member] | |||
Debt interest rate | 12.00% |
Convertible Note Payables - Sch
Convertible Note Payables - Schedule of Derivative Liability in Accompanying Interim Financial Statements (Details) | 3 Months Ended | |
Mar. 31, 2019USD ($) | ||
Total convertible notes payable | $ 311,281 | |
less discount | (92,431) | |
Convertible note payables, net | $ 218,850 | |
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 | $ 69,046 | [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 | PowerUp 10 | [1] |
Origination Date | Mar. 8, 2019 | [1] |
Maturity | Jan. 15, 2020 | [1] |
Interest | 22.00% | [1] |
Total convertible notes payable | $ 28,000 | [1] |
Note #13 [Member] | ||
Lender | Other | [1] |
Origination Date | Mar. 16, 2017 | [1] |
Maturity | Apr. 1, 2018 | [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) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 01, 2014 | Mar. 31, 2019 | Mar. 31, 2018 |
Lease term | 3 years | ||
Lease monthly payment | $ 2,200 | ||
Lease term expiration date | Apr. 30, 2017 | ||
Rent expense | $ 0 | $ 6,600 | |
Cost of airbags | $ 2,000,000 | ||
Aoxin License [Member] | |||
Wrote down the value | $ 0 |
Revolving Line of Credit- Rel_2
Revolving Line of Credit- Related Party (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)Integer | |
Cash payments | $ 1,458 | ||
Outstanding balance on loan | $ 0 | ||
Revolving Line of Credit Agreement [Member] | |||
Line of credit amount | $ 100,000 | ||
Line of credit interest rate | 12.00% | ||
Line of credit due date | Dec. 31, 2018 | ||
Percentage of debt discount lowest trading price | 50.00% | ||
Debt discount lowest trading days | Integer | 15 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Mar. 27, 2019 | Mar. 08, 2019 | Mar. 06, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2018 |
Debt conversion shares issued, value | $ 14,958 | ||||||
Debt conversion shares issued | 98,106,500 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Preferred 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. | ||||||
Shares issued during period for services | 3,200,000 | ||||||
Shares issued during period for services, value | $ 45,000 | $ 256,480 | |||||
Minimum [Member] | |||||||
Stock issued, per share | $ 0.075 | ||||||
Maximum [Member] | |||||||
Stock issued, per share | $ 0.157 | ||||||
BKS Cambria, LLC [Member] | |||||||
Number of common stock returned | 84,770,115 | ||||||
United Biorefineries, Inc [Member] | |||||||
Number of common stock returned | 53,347,701 | ||||||
Convertible Promissory Note [Member] | |||||||
Borrowing amount | $ 28,000 | ||||||
Net funding amount after expenses | $ 25,000 | ||||||
Debt interest rate | 12.00% | ||||||
Debt instrument maturity date | Jan. 15, 2020 | ||||||
Series C Preferred Stock [Member] | |||||||
Preferred stock, shares authorized | 1,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Dividend of option per share | $ 0.01 | ||||||
Issuance for Marketing Services [Member] | |||||||
Shares issued during period for services | 825,000 | ||||||
Stock issued, per share | $ 0.1497 | ||||||
Shares issued during period for services, value | $ 125,000 | ||||||
Vikram Grover [Member] | |||||||
Officer compensation, per month | $ 12,500 | ||||||
Compensation payable in cash | $ 7,500 | ||||||
Officer compensation, description | 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 | 100,000,000 | |||||
Warrant exercise price per share | $ 0.001 | $ 0.001 | |||||
Warrant term | 3 years | ||||||
Vikram Grover [Member] | Additional Warrants [Member] | |||||||
Number of common stock purchase warrants shares | 100,000,000 | 100,000,000 | |||||
Warrant exercise price per share | $ 0.001 | $ 0.001 | |||||
Warrant term | 3 years | ||||||
Vikram Grover [Member] | During Delinquent Period [Member] | |||||||
Officer compensation, per month | $ 12,500 | ||||||
Compensation payable in cash | $ 5,000 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 06, 2019 | |
Four Executives [Member] | ||
Number of common stock purchase warrants shares | 40,000,000 | |
Vikram Grover [Member] | ||
Number of common stock purchase warrants shares | 100,000,000 | 100,000,000 |
Warrant strike price per share | $ 0.001 | $ 0.001 |
Warrant issuance description | Subsequent to the end of the quarter, four executives were added to a newly created Advisory Board and were issued a total of forty million warrants (see Note 12 - Subsequent Events for further information). Further, our CEO, Vikram Grover, will be issued 100 million warrants with a strike price of $0.001 upon bring the Company current with its SEC reporting requirements, with an additional 100 million warrants with a strike price of $0.001 due upon our common stock closing at or above $0.01 for ten consecutive trading sessions. | |
Vikram Grover [Member] | Additional Warrants [Member] | ||
Number of common stock purchase warrants shares | 100,000,000 | 100,000,000 |
Warrant strike price per share | $ 0.001 | $ 0.001 |
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 ($)shares | Apr. 22, 2019shares | Apr. 18, 2019USD ($)shares | Apr. 10, 2019USD ($)shares | Apr. 08, 2019$ / sharesshares | Apr. 07, 2019$ / sharesshares | Mar. 06, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | May 26, 2019 | May 20, 2019$ / sharesshares | May 13, 2019USD ($) | Apr. 12, 2019$ / sharesshares | Apr. 01, 2019$ / sharesshares | Mar. 19, 2019ft² | Dec. 31, 2018USD ($)shares |
Debt conversion shares issued, value | $ | $ 14,958 | ||||||||||||||||||
Debt conversion shares issued | 98,106,500 | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||
Preferred 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. | ||||||||||||||||||
Debt interest amount | $ | $ 37,268 | $ 49,740 | |||||||||||||||||
EDGE FiberNet, Inc [Member] | |||||||||||||||||||
Area of land | ft² | 4,000 | ||||||||||||||||||
TFPC [Member] | |||||||||||||||||||
Ownership percentage | 80.00% | ||||||||||||||||||
Corporate note amount | $ | $ 50,000 | ||||||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||||||
Vikram Grover [Member] | |||||||||||||||||||
Number of common stock purchase warrants shares | 100,000,000 | 100,000,000 | |||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Debt instrument ownership threshold | 10.00% | ||||||||||||||||||
Number of villas and resort | VillasAndResort | 33,000 | ||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 6,000,000 | ||||||||||||||||||
Conversion of stock description | 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. | ||||||||||||||||||
Number of stock converted | 100,000 | 1,000 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||
Annual dividend in cash or in kind | $ / shares | $ 0.01 | ||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, shares authorized | 3,000,000 | ||||||||||||||||||
Preferred stock dividend, per share | $ / shares | $ 0.01 | ||||||||||||||||||
Preferred stock voting rights | Each share remains convertible into one common share and has 50 votes on corporate matters. | ||||||||||||||||||
Number of stock transferred | 2,000,000 | ||||||||||||||||||
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] | EDGE FiberNet, Inc [Member] | |||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.005 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Subsequent Event [Member] | EDGE FiberNet, Inc [Member] | Common Stock [Member] | |||||||||||||||||||
Number of stock converted | 100,000,000 | ||||||||||||||||||
Subsequent Event [Member] | EDGE FiberNet, Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Number of stock converted | 100,000 | ||||||||||||||||||
Subsequent Event [Member] | Michael Shevack [Member] | |||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.01 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
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] | |||||||||||||||||||
Number of stock converted | 100,000,000 | ||||||||||||||||||
Common stock return percentage | 10.00% | ||||||||||||||||||
Subsequent Event [Member] | ERide Club Corp [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Number of stock converted | 100,000 | ||||||||||||||||||
Subsequent Event [Member] | LVG1 [Member] | |||||||||||||||||||
Percentage for acquired interest | 10.00% | ||||||||||||||||||
Subsequent Event [Member] | Third Party Lender [Member] | |||||||||||||||||||
Debt conversion shares issued, value | $ | $ 11,700 | $ 4,668 | |||||||||||||||||
Debt conversion shares issued | 78,000,000 | 39,342,800 | |||||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||||
Convertible debenture | $ | $ 12,500 | ||||||||||||||||||
Debt interest amount | $ | $ 2,414 | ||||||||||||||||||
Subsequent Event [Member] | Charlie Szoradi [Member] | |||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.01 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Subsequent Event [Member] | Delaware Corporation [Member] | EDGE FiberNet, Inc [Member] | |||||||||||||||||||
Percentage for acquired interest | 100.00% | ||||||||||||||||||
Subsequent Event [Member] | Restricted Common Shares [Member] | |||||||||||||||||||
Number of stock converted | 100,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Aldo Baiocchi [Member] | |||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.01 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Subsequent Event [Member] | Ted Flomenhaft [Member] | |||||||||||||||||||
Number of common stock purchase warrants shares | 10,000,000 | ||||||||||||||||||
Warrant strike price per share | $ / shares | $ 0.01 | ||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||
Subsequent Event [Member] | Third-Party Lender [Member] | |||||||||||||||||||
Debt conversion shares issued, value | $ | $ 13,273 | ||||||||||||||||||
Debt conversion shares issued | 66,363,000 | ||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Mobicard Inc [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||
Preferred stock voting rights | 1,000 votes on corporate matters | ||||||||||||||||||
Number of shares issued, value | $ | $ 483,000 | ||||||||||||||||||
Number of shares issued | 210,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Mobicard Inc [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||
Number of stock converted | 1,000 | ||||||||||||||||||
Subsequent Event [Member] | Vikram Grover [Member] | Mobicard Inc [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||
Number of shares issued | 400,000 | ||||||||||||||||||
Subsequent Event [Member] | Board of Directors [Member] | Former Management, Employees, Affiliates and Representatives [Member] | |||||||||||||||||||
Number of shares issued | 162,846,149 |