Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 16, 2018 | |
Entity Registrant Name | ZENERGY BRANDS, INC. | |
Entity Central Index Key | 1,386,026 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ZNGY | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 1,057,268,441 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 10,000,000 | |
Series A Preferred Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 500,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 558,033 | $ 27,849 |
Current portion of financing receivables, net | 54,089 | 7,971 |
Related party receivable | 10,578 | |
Other assets | 12,583 | 3,526 |
Prepaid expenses | 17,311 | 34,066 |
Total current assets | 642,016 | 83,990 |
Long-term assets | ||
Financing receivables, net | 341,066 | 54,378 |
Other long-term assets | 10,631 | |
Total long-term assets | 341,066 | 65,009 |
Fixed Assets | ||
Software | 156,956 | 156,955 |
Less: Amortization | (16,797) | (11,072) |
Total fixed assets | 140,159 | 145,883 |
Total assets | 1,123,241 | 294,882 |
Current liabilities | ||
Accounts payable | 412,481 | 389,520 |
Related party accounts payable | 45,000 | 60,312 |
Accrued interest | 181,860 | 133,519 |
Accrued payroll | 45,097 | 353,793 |
Deferred revenue | 48,146 | 520 |
Other current liabilities | 5,105 | 21,579 |
Subscription liabilities | 44,000 | 44,000 |
Related party convertible promissory note, net | 169,000 | 169,000 |
Notes payable | 621,664 | 19,464 |
Convertible promissory notes, net | 1,342,096 | 1,046,663 |
Total current liabilities | 2,914,449 | 2,238,370 |
Long-term liabilities | ||
Deferred revenue | 32,766 | 3,743 |
Total long-term liabilities | 32,766 | 3,743 |
Total liabilities | 2,947,215 | 2,242,113 |
Mezzanine equity | ||
Beneficial conversion feature | 989,477 | 693,076 |
Warrants | 81,530 | 81,530 |
Total Mezzanine equity | 1,071,007 | 774,606 |
Shareholders' deficit | ||
Preferred stock value | ||
Additional paid-in capital | 2,576,248 | 1,926,569 |
Accumulated deficit | (6,538,996) | (5,632,011) |
Total shareholders' deficit | (2,894,981) | (2,721,837) |
Total liabilities & shareholders' deficit | 1,123,241 | 294,882 |
Class A Common Stock [Member] | ||
Shareholders' deficit | ||
Common stock value | 1,057,267 | 973,105 |
Class B Common Stock [Member] | ||
Shareholders' deficit | ||
Common stock value | 10,000 | 10,000 |
Series A Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred stock value | $ 500 | $ 500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.001 | $ .001 |
Preferred stock, shares authorized | 38,000 | 38,000 |
Preferred stock, shares issued | ||
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 4,200,000,000 | 4,200,000,000 |
Common stock, shares issued | 1,057,268,441 | 973,105,369 |
Common stock, shares outstanding | 1,057,268,441 | 973,105,369 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 500,000 | 0 |
Preferred stock, shares outstanding | 500,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 301,809 | $ 4,832 |
Cost of goods sold | 208,341 | 7,491 |
Gross profit (loss) | 93,468 | (2,659) |
Operating expenses | ||
Selling, general and administrative expenses | 750,862 | 478,968 |
Amortization expense | 5,725 | 942 |
Total Operating Expense | 756,587 | 479,910 |
Operating loss | (663,119) | (482,569) |
Other income (expense) | ||
Interest income | 1,854 | |
Forgiveness of debt | 313,500 | |
Loss on extinguishment of debt | (52,024) | |
Interest expense | (507,197) | (63,108) |
Total other expense | (243,867) | (63,108) |
Net loss | $ (906,986) | $ (545,677) |
Per share information: | ||
Net loss per share - basic | $ (0.001) | $ (0.001) |
Weighted average shares outstanding - basic | 666,831,273 | 605,972,340 |
Weighted average shares outstanding - diluted | 1,848,434,290 | 757,217,007 |
Consolidated Statements of Chan
Consolidated Statements of Change in Shareholders' Deficit - USD ($) | Class A Common Stock [Member] | Class B Common Stock [Member] | Series A Preferred Stock [Member] | Accumulated Deficit [Member] | Additional Paid-in-Capital [Member] | Total |
Balance at Dec. 31, 2016 | $ 853,262 | $ 10,000 | $ (2,328,890) | $ 274,903 | $ (1,190,725) | |
Balance, shares at Dec. 31, 2016 | 853,262,525 | 10,000,000 | ||||
Net Loss | (3,303,121) | (3,303,121) | ||||
Conversion of notes payable | $ 38,053 | 103,197 | 141,250 | |||
Conversion of notes payable, shares | 38,053,031 | |||||
Conversion of warrants | $ 919 | (919) | ||||
Conversion of warrants, shares | 919,091 | |||||
Conversion of mezzanine equity | 858,350 | 858,350 | ||||
Class A common stock issued | $ 68,514 | 410,385 | 478,899 | |||
Class A common stock issued, shares | 68,514,143 | |||||
Series A preferred stock issued | $ 500 | $ 124,500 | $ 125,000 | |||
Series A preferred stock issued, shares | 500,000 | |||||
Common stock issued for service and fees | 12,357 | 156,153 | 168,510 | |||
Common stock issued for service and fees, shares | $ 12,356,579 | |||||
Balance at Dec. 31, 2017 | $ 973,105 | $ 10,000 | $ 500 | $ (5,632,011) | $ 1,926,569 | $ (2,721,837) |
Balance, shares at Dec. 31, 2017 | 973,105,369 | 10,000,000 | 500,000 | |||
Net Loss | (906,986) | (906,986) | ||||
Extinguishment of debt | 52,024 | 52,024 | ||||
Conversion of notes payable | $ 27,079 | 16,638 | 43,717 | |||
Conversion of notes payable, shares | 27,079,738 | |||||
Conversion of warrants | ||||||
Conversion of mezzanine equity | 408,599 | 408,599 | ||||
Class A common stock issued | $ 27,083 | 52,418 | 79,501 | |||
Class A common stock issued, shares | 27,083,334 | |||||
Series A preferred stock issued | ||||||
Series A preferred stock issued, shares | ||||||
Common stock issued for service and fees | 30,000 | 120,000 | 150,000 | |||
Common stock issued for service and fees, shares | $ 30,000,000 | |||||
Balance at Mar. 31, 2018 | $ 1,057,267 | $ 10,000 | $ 500 | $ (6,538,997) | $ 2,576,248 | $ (2,894,981) |
Balance, shares at Mar. 31, 2018 | 1,057,268,441 | 10,000,000 | 500,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net Loss | $ (906,986) | $ (545,677) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization of debt discount | 448,850 | 41,364 |
Amortization of software | 5,725 | 942 |
Compensation and fees paid in stock | 150,000 | |
Loss on extinguishment of debt | 52,024 | |
Changes in operating assets and liabilities | ||
Prepaid expenses and other current assets | 7,698 | 14,103 |
Related party receivable | 10,578 | |
Other long-term assets | 10,631 | |
Accounts payable and other current liabilities | 6,487 | 9,420 |
Accounts payable related party | (15,312) | |
Accrued interest | 48,341 | 13,655 |
Accrued payroll | (308,696) | 40,749 |
Deferred revenue | 76,649 | |
Net cash used in operating activities | (414,010) | (425,444) |
INVESTING ACTIVITIES | ||
Financing receivable extended | (332,806) | |
Software | (17,706) | |
Net cash used in investing activities | (332,806) | (17,706) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of preferred stock | 125,000 | |
Proceeds from issuance of common stock | 79,500 | |
Proceeds from issuance of stock subscription | 135,000 | |
Proceeds from sale of minority interest | 20,000 | |
Proceeds from notes payable | 600,000 | 40,000 |
Proceeds from convertible promissory notes | 705,000 | 82,500 |
Pay down of convertible promissory notes | (107,500) | |
Net cash provided by financing activities | 1,277,000 | 402,500 |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 27,849 | 51,710 |
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 558,033 | 11,060 |
Supplemental disclosure of non cash transactions | ||
Conversion of notes payable and interest to common stock | 52,824 | |
Cash paid for interest expense | $ 900 | $ 588 |
Organization - Nature of Operat
Organization - Nature of Operations | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization - Nature of Operations | 1. Organization – Nature of Operations Zenergy Brands, Inc. (the “Company”, (“Zenergy”) or (“ZNGY”) was incorporated under the laws of the State of Nevada on July 28, 1999. As part of our rebranding and marketing efforts focused on our energy and smart controls business, our board of directors unanimously approved on October 18, 2017 the change of our corporate name to Zenergy Brands, Inc. from The Chron Organization, Inc. (“CHRO”) Zenergy Brands, Inc. a business-to-business company, whose business platform is a combined offering of energy services and smart controls. Our business model is based upon the belief that these two aspects, combined with an ever-increasing commercial demand for more sustainable business practices will continue to be burgeoning trends. Historically, services such as electricity and natural gas have been provided by monopoly based companies; these legacy entities are in the business of selling commodity and related services and naturally, selling as much of these (kilo-watt-hours of electricity and thermal units of natural gas) as possible. However, the growing demand from commercial and municipal entities for responsible energy, more control and transparency, and overall sustainability, have proven to be at odds with the mission of these legacy entities. Zenergy offers a unique value proposition to commercial, industrial, and municipal customers whereby we offer a means to reduce their utility expenses anywhere from 20% up to 60% through energy-efficient and smart control products and services. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principals of Consolidation – Use of Estimates The financial statements are presented on the basis of the Company’s ability to continue as a going concern. See further information in Note 3. Going Concern Cash and Cash Equivalents Prepaid Expenses Fair Value of Financial Instruments - Basic and Diluted Net Loss per Common Stock – March 31, 2018 December 31, 2017 Related party convertible promissory notes 56,333,333 56,333,333 Related Party Warrants 32,166,767 32,166,667 Convertible promissory notes 1,070,941,917 299,860,000 Warrants 22,161,000 19,161,000 Diluted shares outstanding 1,181,603,017 407,521,000 Income Taxes – Sales-type Leasing and Related Revenue Recognition Financing Receivables Software Development Costs – Beneficial Conversion Feature - The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a discount on the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants and the debt on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Classification - New Pronouncements Revenue from contracts with customers - In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which superseded previous revenue recognition guidance. ASU No. 2014-09 and its amendments were included in Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers”. ASC 606 requires that a company recognize revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. The Company adopted ASC 606 effective January 1, 2018, using the modified retrospective approach, with no impact to the opening retained earnings. Results for periods beginning on or after January 1, 2018 are presented under ASC 606, while prior periods are not adjusted and continue to be reported in accordance with the prior accounting guidance under ASC 605 “Revenue Recognition”. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). This update is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements and to provide related footnote disclosures in certain circumstances. This guidance is effective for fiscal years ending after December 15, 2016 and for interim periods thereafter. The Company adopted ASU 2014-15 as of the required effective date of December 31, 2016. The Company performed a working capital analysis as of December 31, 2017 and 2016 to determine whether or not this disclosure was appropriate and included the additional disclosure. When evaluating the Company’s ability to meet its obligations, Management considered the current financial condition, including liquidity sources at the date that the financial statements were issued, the Company’s conditional and unconditional obligations due or anticipated within one year after the date that the financial statements were issued, funds necessary to maintain the Company’s operations considering its current financial condition, and other conditions and events, when considered in conjunction with the items pervious mentioned, that may adversely affect its ability to meet its obligations. The Company has concluded that there is substantial doubt about its ability to continue as a going concern for the three months ended March 31, 2018 and year ended December 31, 2017. Based on an analysis by the Company under ASU 2014-15, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year of the date of these financial statements. Consequently, the Company’s financial statements for the three months ended March 31, 2018 and 2017 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $906,985 and $545,677 for the three months ended March, 31, 2018 and 2017, respectively, and an accumulated deficit of $6,538,996 at March 31, 2018. At March 31, 2018 and 2017 the Company had a working capital deficit of $2,272,433 and $2,154,380, respectively, and negative cash flow from continuing operating activity of $414,010 and $425,444, respectively, for the three months ended March 31, 2018, and 2017. The Company’s ability to continue as a going concern may be dependent on the success of management’s plan. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. During the 2018 fiscal year, the Company intends to continue its efforts to raise funds to support its efforts through the sale of equity and/or debt securities. To the extent the Company’s operations are not sufficient to fund the Company’s capital requirements, the Company may attempt to enter into a revolving loan agreement with financial institutions or attempt to raise capital through the sale of additional capital stock or through the issuance of debt. At the present time, the Company does not have a revolving loan agreement with any financial institution. |
Finance Receivables
Finance Receivables | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Finance Receivables | 4. Finance Receivables Finance receivables include sales-type leases arising from the Master Energy Sales Agreements (“MESA”) that the Company enters into with its customers. The receivables are collateralized by a security interest in the underlying assets. Finance receivables, net are related to the sales-type leases under ASC 842 (“Leases”), and are as follows at March 31, 2017: Gross receivables sales $ 576,838 Deferred implied interest (181,683 ) Finance receivables, net 395,155 Less current portion of finance receivables, net (54,089 ) Finance receivables due after one year $ 341,066 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 5. Notes Payable On March 29, 2017, the Company entered into a promissory note agreement (the “March 2017 Promissory Note”) with a third-party in the amount of $40,000. The promissory note carries an interest rate of 10% per annum and had an original maturity date of May 15, 2017. The principal balance of the note at March 31, 2018 was $40,000, and accrued interest was $4,022. As additional consideration for entering into the note, the Company issued to the third-party note holder a warrant for the purchase of 1,000,000 shares of common stock in the Company, exercisable at two cents ($0.02) per share for a period of one year from the date of issue. The note maturity was extended to May 15, 2018 and additional warrants were issued allowing the holder to purchase an additional eleven million (11,000,000) shares of the Company’s common stock. Terms of the warrant options are the same terms as the original warrant issued with the March 29, 2017 Note. The Company determined the fair value of the warrants which resulted in a debt discount of $31,347 which was recorded as a reduction in carrying value of the March 2017 Promissory Note and offset in mezzanine equity. The balance of the debt discount for the warrants issued at March 31, 2018 was $18,336. On March 26, 2018 the Company entered into a promissory note agreement (the “March 2018, Promissory Note”) with a third-party in the amount of $600,000. The promissory note carries an interest rate of 10% per annum. The principal balance of the note at March 31, 2018 was $600,000. The maturity date of the promissory note is March 26, 2019. |
Related Party Convertible Promi
Related Party Convertible Promissory Note | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Related Party Convertible Promissory Note | 6. Related Party Convertible Promissory Note As of March 31, 2018 and December 31, 2017, the Company had an outstanding related party convertible promissory note of $169,000, with a maximum availability of $200,000 (the “Related Party Convertible Promissory Notes”). See Note 8. Related Party Transactions. On November 20, 2015, the Company issued a Convertible Promissory Note to a related party (the “Related Party Convertible Promissory Note”). The Related Party Convertible Promissory Note accrues interest at a rate of 2% per annum. The principal balance under the Related Party Convertible Promissory Note at March 31, 2018, and December 31, 2017 was $169,000, respectively, and accrued interest was $8,855 and $8,021, respectively, and is due on December 31, 2018 at which time all unpaid principal and interest is due. The effective interest rate at March 31, 2018 was 114%. The holder of the Related Party Convertible Promissory Note has the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The Related Party Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The November 2015 Related Party Convertible Promissory Note is convertible at a $0.003 per share conversion price. The Related Party Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $155,660 which was recorded as a reduction in carrying value of the Related Party Convertible Promissory Note and offset in mezzanine equity. At March 31, 2018, and December 31, 2017, the debt discount was $0. In connection with the Related Party Convertible Promissory Note, the holder was issued a total of 32,166,667 warrants exercisable at $0.05 expiring in November 2020. The Company determined the fair value of the warrants which resulted in a debt discount of $37,366 which was recorded as a reduction in carrying value of the Related Party Convertible Promissory Note and offset in mezzanine equity. At March 31, 2018 and December 31, 2017 the debt discount was $0. Related Party Convertible Promissory Note Summary The fair value of the embedded beneficial conversion features and the fair value of the warrants underlying the Related Party Convertible Promissory Notes were calculated pursuant to the Black-Scholes Model. The following table summarizes the carrying value of the Convertible Promissory Notes as of March 31, 2018 and December 31, 2017. |
Convertible Promissory Notes an
Convertible Promissory Notes and Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes and Warrants | 7. Convertible Promissory Notes and Warrants Ziegler September 2016 Convertible Promissory Note On September 6, 2016, the Company issued a Convertible Promissory Note totaling $300,000 to a third-party (the “September 2016 Convertible Promissory Note”). The September 2016 Convertible Promissory Note matures on September 5, 2018, and accrues interest at a rate of 10% per annum. All unpaid principal and interest is due at maturity. As of March 31, 2018 and December 31, 2017, the outstanding principal was $300,000. The accrued interest balance at March 31, 2018 and December 31 2017, was $46,932 and $39,534, respectively. The effective interest rate at December 31, 2017 was 82%. The holder of the Convertible Promissory Note has the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The September 2016 Convertible Promissory Note is convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as seventy percent (70%) of the volume weighted average price over the prior ten (10) day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.02. The September 2016 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $158,688 which was recorded as a reduction in carrying value of the September 2016 Convertible Promissory Note and offset in mezzanine equity. A charge to debt discount in the amount of $19,836 and $80,171 was expensed through interest expense during the three months ended March 31, 2018 and year ended December 31, 2017, respectively. At March 31, 2018 the debt discount was $33,060. In connection with the September 2016 Convertible Promissory Note, the holder was issued 6,000,000 warrants exercisable at $0.05 expiring in September 2018. The Company determined the fair value of the warrants which resulted in a debt discount of $30,117, recorded as a reduction to the carrying value of the September 2016 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 and December 31, 2017, $6,274 and $10,039, respectively. Steffan –Ziegler November 2016 Convertible Promissory Notes On November 25, 2016, the Company issued two Convertible Promissory Notes totaling $200,000 to third-parties (the “November 2016 Convertible Promissory Notes”). The November 2016 Convertible Promissory Notes mature on November 24, 2018, and accrues interest at a rate of 10% per annum. As of March 31, 2018 and December 31, 2017, the outstanding principal was $200,000. The accrued interest balance at March 31, 2018 and December 31, 2017 was $26,959 and $22,027, respectively. The effective interest rate at December 31, 2017 was 79%. The holders of the November 2016 Convertible Promissory Notes have the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The November 2016 Convertible Promissory Notes can be converted by the holders in part from time to time after the issuance date by submitting notice of conversion. The November 2016 Convertible Promissory Notes are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as seventy percent (70%) of the volume weighted average price over the prior ten (10) day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.02. The November 2016 Convertible Promissory Notes contained beneficial conversion features which resulted in a debt discount of $99,123 which was recorded as a reduction in carrying value of the November 2016 Convertible Promissory Notes and offset in additional mezzanine equity. During the three months ended March 31, 2018 and twelve months ended December 31, 2017 a charge to debt discount in the amount of $12,390 and $49,562 was expensed through interest expense, respectively. At March 31, 2018 and December 31, 2017, the debt discount was $33,041 and $45,431, respectively. In connection with the November 2016 Convertible Promissory Notes, the holders were issued 4,000,000 warrants exercisable at $0.05 expiring in November 2019. The Company determined the fair value of the warrants which resulted in a debt discount of $13,409, recorded as a reduction to the carrying value of the November 2016 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 and December 31, 2017 was $4,156 and $5,832, respectively. Bellridge Capital, LP March 2017 Convertible Promissory Note On March 17, 2017, the Company issued a Convertible Promissory Notes totaling $82,500 to a third-party (the “March 2017 Convertible Promissory Note”). The March 2017 Convertible Promissory Note matures on March 17, 2018, and accrues interest at a rate of 12% per annum. On January 9, 2018, the Company paid The March 17, 2017 Convertible Note in the amount of $82,500, with accrued interest of $8,167. In addition, the Company paid a prepayment penalty of $16,500. The March 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $38,308 which was recorded as a reduction in carrying value of the March 2017 Convertible Promissory Note and offset in mezzanine equity. During the three months ended March 31, 2017 a charge to debt discount in the amount of $8,168 was recorded through interest expense. At March 31, 2018, the debt discount was $0. In connection with the March 2017 Convertible Promissory Note, the holder was issued 500,000 warrants exercisable at $0.03 expiring in March 2020. The Company determined the fair value of the warrants which resulted in a debt discount of $2,951 recorded as a reduction to the carrying value of the March 2017 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 was $0. Bellridge Capital, LP April 2017 Convertible Promissory Note On April 25, 2017, the Company issued a Convertible Promissory Notes totaling $82,500 to a third-party (the “April 2017 Convertible Promissory Note”). The April 2017 Convertible Promissory Note matured on April 25, 2018, and accrues interest at a rate of 12% per annum. All unpaid principal and interest is due at maturity. As of March 31, 2018 and December 31, 2017, the outstanding principal was $82,500. The accrued interest balance at March 31, 2018 and December 31, 2017 was $9,222 and $6,781. In addition, the Company recorded an original issue discount (OID) in the amount of $7,500. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $1,875 through interest expense. The balance of the OID discount at March 31, 2018 was $625. The effective interest rate at March 31, 2018 was 85%. The holder of the April 2017 Convertible Promissory Note have the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The April 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The April 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as the lower of $0.03 or sixty percent (60%) of the lowest closing price over the 20-day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.001. The April 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $55,632 which was recorded as a reduction in carrying value of the April 2017 Convertible Promissory Note and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $13,908 was recorded through interest expense. At March 31, 2018, the debt discount was $4,636. In connection with the April 2017 Convertible Promissory Note, the holder was issued 500,000 warrants exercisable at $0.05 expiring in April 2020 (the “Warrants”). The Company determined the fair value of the warrants which resulted in a debt discount of $632 recorded as a reduction to the carrying value of the April 2017 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 was $516. Bellridge Capital, LP June 2017 Convertible Promissory Note On June 20, 2017, the Company issued a Convertible Promissory Notes totaling $187,000 to a third-party for a purchase price of $170,000 (the “June 2017 Convertible Promissory Note”). The June 2017 Convertible Promissory Note matures on June 20, 2018, and accrues interest at a rate of 12% per annum. All unpaid principal and interest is due at maturity. As of March 31, 2018, and December 31, 2017 the outstanding principal was $187,000. The accrued interest balance at March 31, 2018, and December 31, 2017 was $17,460 and $11,927, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $18,700. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $4,675 through interest expense. The balance of the OID discount at March 31, 2018 was $4,675. The effective interest rate at December 31, 2017 was 131%. The holder of the June 2017 Convertible Promissory Note have the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The June 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The June 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as the lower of $0.03 or sixty percent (60%) of the lowest closing price over the prior twenty 20-day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.001. The June 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $131,332 which was recorded as a reduction in carrying value of the April 2017 Convertible Promissory Note and offset in in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $32,833 was recorded through interest expense. At March 31, 2018, the debt discount was $32,833. In connection with the June 2017 Convertible Promissory Note, the holder was issued 500,000 warrants exercisable at $0.03 expiring in June 2020. The Company determined the fair value of the warrants which resulted in a debt discount of $6,665 recorded as a reduction to the carrying value of the June 2017 Convertible Promissory Note and offset in additional paid in capital. The balance of the fair value of the warrants at March 31, 2018 was $4,999. Auctus Fund, LLC July 28, 2017 Convertible Promissory Note On July 28, 2017, the Company issued a Convertible Promissory Note totaling $200,000 to a third-party for a purchase price of $195,000 (the “July 28, 2017 Convertible Promissory Note”). The July 28, 2017 Convertible Promissory Note matures on April 28, 2018, and accrues interest at a rate of 10% per annum. As of March 31, 2018 and December 31, 2017, the outstanding principal was $141,373. The accrued interest balance at March 31, 2018 and December 31, 2017 was $4,910 and $1,425, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $5,000. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $1,183 through interest expense. The balance of the OID discount at March 31, 2018 was $394. The effective interest rate at March 31, 2018 was 121%. The holder of the July 28, 2017 Convertible Promissory Note have the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The July 28, 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The July 28, 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as the lower of $0.04 or sixty percent (60%) of the lowest closing price over the prior twenty 20-day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.001. The July 28, 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $136,699 which was recorded as a reduction in carrying value of the July 28, 2017 Convertible Promissory Note and offset in additional paid in capital. During the three months ended March 31, 2018 a charge to debt discount in the amount of $38,823 was recorded through interest expense. At March 31, 2018, the debt discount was $12,941. In connection with the July 28, 2017 Convertible Promissory Note, the holder was issued 666,000 warrants exercisable at $0.03 expiring in July 2022 . The Company determined the fair value of the warrants which resulted in a debt discount of $3,366 recorded as a reduction to the carrying value of the June 2017 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 was $2,183. Morningview Financial, LLC July 31, 2017 Convertible Promissory Note On July 31, 2017, the Company issued a Convertible Promissory Notes totaling $105,000 to a third-party for a purchase price of $100,000 (the “July 31, 2017 Convertible Promissory Note”). The July 31, 2017 Convertible Promissory Notes matures on July 31, 2018, and accrues interest at a rate of 10% per annum. All unpaid principal and interest is due at maturity. As of March 31, 2018 and December 31, 2017, the outstanding principal was $68,283 and $105,000, respectively. The accrued interest balance at March 31, 2018 and December 31, 2017 was $6,805 and $4,401, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $5,000. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $1,079 through interest expense. The balance of the OID discount at March 31, 2018 was $1,838. The effective interest rate at December 31, 2017 was 163%. The holder of the July 31, 2017 Convertible Promissory Note has the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The July 31, 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The July 31, 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as a price of the lower of $0.03 or sixty percent (60%) of the lowest closing price over the prior twenty 20-day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.001. During the three months ended March 31, 2018 the holder of the Note converted $23,717 of the outstanding principal balance into 14,734,059 shares of Class A Common Stock. The July 31, 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $70,000 which was recorded as a reduction in carrying value of the July 31, 2017 Convertible Promissory Notes and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $13,296 was recorded through interest expense. At March 31, 2018, the debt discount was $22,638. 2 Plus 2, LLC. July 31, 2017 Convertible Promissory Note On July 31, 2017, the Company issued a Convertible Promissory Notes totaling $25,000 to a third-party for a purchase price of $22,500 (the “July 31, 2017 2 Plus 2 Convertible Promissory Note”). The July 31, 2017 2 Plus 2 Convertible Promissory Note matures on July 31, 2018, and accrues interest at a rate of 8% per annum. All unpaid principal and interest is due at maturity. As of March 31, 2018 and December 31, 2017, the outstanding principal was $12,233. The accrued interest balance at March 31, 2018 and December 31, 2017 was $1,080 and $838. In addition, the Company recorded an original issue discount (OID) in the amount of $2,500. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $263 through interest expense. The balance of the OID discount at March 31, 2018 was $350. The effective interest rate at December 31, 2017 was 285%. The holder of the July 31, 2017 2 Plus 2 Convertible Promissory Note has the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The July 31, 2017 2 Plus 2 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The July 31, 2017 2 Plus 2 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as a price of sixty percent (60%) of the lowest closing price over the prior twenty 20-day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.001. The July 31, 2017 2 Plus 2 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $20,820 which was recorded as a reduction in carrying value of the July 31, 2017 Convertible Promissory Notes and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $2,550 was recorded through interest expense. At March 31, 2018, the debt discount was $3,401. In connection with the July 31, 2017 2 Plus 2 Convertible Promissory Note, the holder was issued 250,000 warrants exercisable at $0.035 expiring in July 2020. The Company determined the fair value of the warrants which resulted in a debt discount of $4,180 recorded as a reduction to the carrying value of the July 31, 2017 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 was $1,393. L&H Inc. July 31, 2017 Convertible Promissory Note On July 31, 2017, the Company issued a Convertible Promissory Notes totaling $25,000 to a third-party for a purchase price of $22,500 (the “July 31, 2017 L&H Convertible Promissory Note”). The July 31, 2017 L&H Convertible Promissory Note matures on July 31, 2018, and accrues interest at a rate of 8% per annum. All unpaid principal and interest is due at maturity. On January 17, 2018, the Company paid the July 31, 2017 Convertible Note in the amount of $25,000, with accrued interest of $939. In addition, the Company paid a prepayment penalty of $2,594. The July 31, 2017 L&H Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $20,820 which was recorded as a reduction in carrying value of the July 31, 2017 L&H Convertible Promissory Notes and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $12,145 was recorded through interest expense. At March 31, 2018, the debt discount was $0. In connection with the July 31, 2017 L&H Convertible Promissory Note, the holder was issued 500,000 warrants exercisable at $0.035 expiring in August 2020. The Company determined the fair value of the warrants which resulted in a debt discount of $4,180 recorded as a reduction to the carrying value of the July 31, 2017 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at December 31, 2017 was $0. Greentree Financial Group, Inc. August 1, 2017 Convertible Promissory Note On August 1, 2017, the Company issued a Convertible Promissory Notes totaling $75,000 to a third-party for a purchase price of $67,500 (the “August 1, 2017 Convertible Promissory Note”). The August 1, 2017 Convertible Promissory Note matures on July 31, 2018, and accrues interest at a rate of 8% per annum. All unpaid principal and interest is due at maturity. As of March 31, 2018 and December 31, 2017, the outstanding principal was $53,650. The accrued interest balance at March 31, 2018 and December 31, 2017 was $3,573 and $2,515, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $7,500. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $1,350 through interest expense. The balance of the OID discount at March 31, 2018 was $1,800. The effective interest rate at December 31, 2017 was 286%. The holder of the August 1, 2017 Convertible Promissory Note has the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The August 1, 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The August 1, 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as a price of sixty percent (60%) of the lowest closing price over the prior twenty 20-day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.001. The July 31, 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $46,291 which was recorded as a reduction in carrying value of the July 31, 2017 Convertible Promissory Notes and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $13,063 was recorded through interest expense. At March 31, 2018, the debt discount was $11,240. In connection with the July 31, 2017 Convertible Promissory Note, the holder was issued 4,250,000 warrants exercisable at $0.035 expiring in July 2020. The Company determined the fair value of the warrants which resulted in a debt discount of $28,709 recorded as a reduction to the carrying value of the July 2017 Convertible Promissory Note and offset in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 was $15,407. Additionally, the Company issued a $25,000 convertible promissory note for consulting services to be provided by Greentree Financial Group under a Financial Advisory Agreement (the “FAA July 2017 Convertible Promissory Note”). The FAA July 2017 Convertible Promissory Note has an annual interest rate of eight percent (8%) and is due on July 31, 2018. All unpaid principal and interest is due at maturity. The holder has the right, at any time, to convert all or a portion of the note into shares of common stock of the Company at the conversion price. The per shares conversion price is equal to the lesser of $0.03 or the lowest per share trading price for the 20-day trading period multiplied by sixty-percent (60%); however, the conversion shall not be less than $0.001. As of March 31, 2018 and December 31, 2017 the outstanding principal was $25,000. The accrued interest balance at March 31, 2018 and December 31, 2017 was $1,332 and $838, respectively. The effective interest rate at December 31, 2017 was 94%. The July FAA July 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $16,667 which was recorded as a reduction in carrying value of the FAA July 2017 Convertible Note and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $4,167 was recorded through interest expense. At December 31, 2017, the debt discount was $5,556. JSJ Investments, Inc. September 2017 Convertible Promissory Note On September 20, 2017, the Company issued a Convertible Promissory Note totaling $110,000 to a third-party for a purchase price of $105,000 (the “September 2017 Convertible Promissory Note”). The September 2017 Convertible Promissory Note matures on June 20, 2018, and accrues interest at a rate of 10% per annum. All unpaid principal and interest is due at maturity. As of March 31, 2018 and December 31, 2017, the outstanding principal was $90,000 and $110,000, respectively. The accrued interest balance at March 31, 2018 and December 31, 2017 was $5,293 and $3,074, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $5,000. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $2,625 through interest expense. The balance of the OID discount at March 31, 2018 was $1,125. The effective interest rate at December 31, 2017 was 110%. The holder of the September 2017 Convertible Promissory Note have the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The September 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The September 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as the lower of $0.02 or sixty percent (60%) of the lowest closing price over the prior twenty 20-day trading period from the date of notice of conversion, but in no event shall the Conversion price be less than $0.001. During the three months ended March 31, 2018 the holder of the Note converted $23,717 of the outstanding principal balance into 12,345,679 shares of Class A Common Stock. The September 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $73,333 which was recorded as a reduction in carrying value of the September 2017 Convertible Promissory Note and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $38,500 was recorded through interest expense. At March 31, 2018, the debt discount was $16,500. Vista Capital Investments, LLC October 2, 2017 Convertible Promissory Note On October 2, 2017, the Company issued a Convertible Promissory Notes totaling $220,000 to a third-party for a purchase price of $200,000 (the “October 2, 2017 Convertible Promissory Note”). The October 2, 2017 Convertible Promissory Note matures on October 2, 2019, and accrues interest at a one-time interest charge rate of 8%. In addition, the Company agreed to issue the holder of the October 2, 2017 Convertible Promissory Note 3,000,000 commitment shares to induce the holder to enter into the Purchase Agreement. As of March 31, 2018 and December 31, 2017, the outstanding principal was $220,000. The accrued interest balance at March 31, 2018 and December 31, 2017 was $21,940 and $17,600, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $20,000. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $2,500 through interest expense. The balance of the OID discount at March 31, 2018 was $15,000. The effective interest rate at December 31, 2017 was 78%. The holder of the October 2, 2017 Convertible Promissory Notes have the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The October 2, 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The October 2, 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as $0.015. The October 2, 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $101,200 which was recorded as a reduction in carrying value of the October 2, 2017 Convertible Promissory Notes and offset in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $12,650 was recorded through interest expense. At March 31, 2018, the debt discount was $75,900. Crown Bridge Partners, LLC November 2017 Convertible Promissory Note On May 31, 2017, the Company issued a Convertible Promissory Notes totaling $46,000 to a third-party for a purchase price of $40,000 (the “November 2017 Convertible Promissory Note”). The November 2017 Convertible Promissory Note matures on November 13, 2018, and accrues interest at a rate of 5% per annum. As of March 31, 2018 and December 31, 2017, the outstanding principal was $46,000. The accrued interest balance at March 31, 2018 and December 31, 2017 was $870 and $302, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $6,000. During the three months ended March 31, 2018 a charge to the OID debt discount was recorded in the amount of $1,500 through interest expense. The balance of the OID discount at March 31, 2018 was $3,500. The effective interest rate at December 31, 2017 was 300%. The holder of the May31, 2017 Convertible Promissory Notes have the right to convert all or any part of the outstanding principal and accrued interest to shares of common stock of the Company. The May 31, 2017 Convertible Promissory Note can be converted by the holder in part from time to time after the issuance date by submitting notice of conversion. The May 31, 2017 Convertible Promissory Note are convertible at the option of the holder into that number of shares of the Company’s common stock determined by dividing such principal amount and accrued interest by the conversion rate. The conversion rate is defined as $0.015. The November 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $34,303 which was recorded as a reduction in carrying value of the November 2017 Convertible Promissory Note and offset in in mezzanine equity. During the three months ended March 31, 2018 a charge to debt discount in the amount of $8,576 was recorded through interest expense. At March 31, 2018, the debt discount was $20,010. In connection with the November 2017 Convertible Promissory Note, the holder was issued 920,000 warrants exercisable at $0.05 expiring in November 2022 (the “Warrants”). The Company determined the fair value of the warrants which resulted in a debt discount of $11,697 recorded as a reduction to the carrying value of the November 2017 Convertible Promissory Note and offset in in mezzanine equity. The balance of the fair value of the warrants at March 31, 2018 was $10,379. Power Up Lending Group, Ltd. November 13, 2017 Convertible Promissory Note On November 13, 2017, the Company issued a Convertible Promissory Notes totaling $68,000 to a third-party (the “November 13, 2017 Convertible Promis |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes No provision for federal income taxes has been recognized for the three months ended March 31, 2017 and twelve months ended December 31, 2017, as the Company has a net operating loss carry forward for income tax purposes available in each period. Additionally, it is uncertain if the Company will have taxable income in the future, so a valuation allowance has been established for the full value of net deferred tax assets. The deferred tax asset consists of net operating loss carry forwards and a cumulative deferral of tax deductions under the Cash Basis of Accounting, which the Company utilizes for tax purposes. The Company has no deferred tax liabilities. At March 31, 2018 and December 31, 2017, the Company has net operating loss carry forwards on a pretax basis of $5,172,206 and $4,336,530 respectively, resulting in future tax assets of $1,086,163 and $910,671, respectively for federal income tax purposes. This net operating loss carry forwards through December 31, 2017 may be carried forward in varying amounts until 2037 and may be limited in their use due to significant changes in the Company’s ownership. Net Operating Losses generated after December 31, 2018 have no expiration date. The Company also has a cumulative deferral of tax deductions under the Cash Basis of Accounting on a pretax basis of $1,317,489 and $938,930, respectively, resulting in future tax assets of $210,838 and $197,175, respectively, for federal income tax purposes. This cumulative deferral of tax deductions varies each year with the Company’s operations and will be deductible in future periods. The Company has revalued its deferred tax asset and the corresponding valuation allowance for the change in the corporate tax rate beginning in January, 2018. As of December 31, 2017, the Company reduced the deferred tax asset by $189,154 and the corresponding valuation allowance by the same amount for the decrease of the corporate tax rate from 34% to 21%. |
Shareholder Deficit
Shareholder Deficit | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Shareholder Deficit | 9. Shareholder Deficit The Company currently has an equity line of credit with Bellridge Capital, LLC whereas upon certain terms and conditions the Company has the right to issue and sell up to $2,500,000 worth of shares of the Company’s common Stock. During the three months ended March 31, 2018 the Company drew down $79,500 on the equity line of credit and issued Bellridge Capital, LLC 27,083,334 shares of the Company’s Class A Common Stock. During the three months ended March 31, 2018, the Company issued 30,000,000 shares of Class A Common Stock for third-party services rendered. The fair market value of the services rendered were $150,000. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies In the ordinary course of conducting its business, the Company may be subject to loss contingencies including possible disputes and lawsuits. Management believes that any outcome of such contingences will not have a material impact on the Company’s financial position or results of future operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On April 3, 2018, Zenergy Power & Gas, Inc. (“ZP&G”), a Texas corporation formerly known as Zen Energy Inc., and a wholly-owned subsidiary of Zenergy Brands, Inc., a Nevada corporation (the “Company”) consummated the purchase of 87.37% of the issued and outstanding equity interests (the “Purchased Interests”) of Enertrade Electric, LLC, a Texas limited liability company (“Enertrade”), from Luccirelli & Gomez, LLC (“L&G”) and TCN Holdings, LLC (“TCN” and together with L&G, collectively, the “Sellers”) , pursuant to the terms and conditions of that certain Equity Interest Purchase Agreement, dated January 20, 2017, by and among ZP&G, Enertrade, the Sellers, and Genaro Gomez Castanares and Donnie Goodwin (the “Principals”), the principals of the Sellers (as amended by that certain First Amendment to Equity Interest Purchase Agreement dated March 20, 2017 and as further amended by that certain Second Amendment to Equity Interest Purchase Agreement dated October 31, 2017, collectively, the “Purchase Agreement”). ZP&G, Enertrade, the Sellers and the Principals are referred to collectively as the “Parties”. The aggregate consideration paid by ZP&G for the Purchased Interests was $1,650,000 as adjusted for Enertrade’s closing date working capital, indebtedness and unpaid transaction costs, and consisted of (i) cash consideration of $500,000 which was paid at the closing and (ii) the delivery at the closing of an interest free promissory note in favor of the Sellers (the “Note”) with an original principal amount of $1,150,000. The principal amount of the Note was subject to reduction to the extent that the estimated closing date adjustments exceeded $500,000 and the other adjustments set forth thereunder. The Note is payable in two installments, $650,000 (or 100% of the then outstanding principal balance, if less) is due and payable on July 2, 2018 and the remaining principal balance (subject to adjustments under the Note) is due on November 2, 2018. The Note was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and was offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) or other appropriate exemptions promulgated under the Securities Act. On March 28, 2018 the Company entered into a Managed Service Agreement (“MESA”) with Tanglewood Resort. The term of the MESA is effective as of March 28, 2018 and expires in seven (7) years from the completion date. The total gross payments under the MESA is approximately $300,000. The Company intends to complete the project during the three months ended June 2018. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Principals of Consolidation | Principals of Consolidation – |
Use of Estimates | Use of Estimates The financial statements are presented on the basis of the Company’s ability to continue as a going concern. See further information in Note 3. Going Concern |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Prepaid Expenses | Prepaid Expenses |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - |
Basic and Diluted Net Loss Per Common Stock | Basic and Diluted Net Loss per Common Stock – March 31, 2018 December 31, 2017 Related party convertible promissory notes 56,333,333 56,333,333 Related Party Warrants 32,166,767 32,166,667 Convertible promissory notes 1,070,941,917 299,860,000 Warrants 22,161,000 19,161,000 Diluted shares outstanding 1,181,603,017 407,521,000 |
Income Taxes | Income Taxes – |
Sales-type Leasing and Related Revenue Recognition | Sales-type Leasing and Related Revenue Recognition |
Financing Receivables | Financing Receivables |
Software Development Costs | Software Development Costs – |
Beneficial Conversion Feature | Beneficial Conversion Feature - The BCF of a convertible note is measured by allocating a portion of the note’s proceeds to the warrants, if applicable, and as a discount on the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants and the debt on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. |
Classification | Classification - |
New Pronouncements | New Pronouncements Revenue from contracts with customers - In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which superseded previous revenue recognition guidance. ASU No. 2014-09 and its amendments were included in Accounting Standards Codification (“ASC”) 606 “Revenue from Contracts with Customers”. ASC 606 requires that a company recognize revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. The Company adopted ASC 606 effective January 1, 2018, using the modified retrospective approach, with no impact to the opening retained earnings. Results for periods beginning on or after January 1, 2018 are presented under ASC 606, while prior periods are not adjusted and continue to be reported in accordance with the prior accounting guidance under ASC 605 “Revenue Recognition”. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Dilutive Shares Outstanding | The dilutive shares outstanding at March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 December 31, 2017 Related party convertible promissory notes 56,333,333 56,333,333 Related Party Warrants 32,166,767 32,166,667 Convertible promissory notes 1,070,941,917 299,860,000 Warrants 22,161,000 19,161,000 Diluted shares outstanding 1,181,603,017 407,521,000 |
Finance Receivables (Tables)
Finance Receivables (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Financing Receivables | Finance receivables, net are related to the sales-type leases under ASC 842 (“Leases”), and are as follows at March 31, 2017: Gross receivables sales $ 576,838 Deferred implied interest (181,683 ) Finance receivables, net 395,155 Less current portion of finance receivables, net (54,089 ) Finance receivables due after one year $ 341,066 |
Convertible Promissory Notes 21
Convertible Promissory Notes and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Convertible Promissory Notes | The following table summarizes the carrying value of the Convertible Promissory Note as of March 31, 2018 and December 30, 2017: March 31, 2018 December 31, 2017 Convertible Promissory Note $ 2,411,539 $ 1,854,106 Less: debt discount (989,477 ) (142,523 ) Warrants (45,326 ) (60,994 ) Total net carrying value $ 1,376,737 $ 1,650,589 |
Organization - Nature of Oper22
Organization - Nature of Operations (Details Narrative) | 3 Months Ended |
Mar. 31, 2018 | |
Minimum [Member] | |
Percentage of reduction utility expenses | 20.00% |
Maximum [Member] | |
Percentage of reduction utility expenses | 60.00% |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Prepaid expenses | $ 17,311 | $ 34,066 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Schedule of Dilutive Shares Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Diluted shares outstanding | 1,181,603,017 | 407,521,000 |
Related Party Convertible Promissory Notes [Member] | ||
Diluted shares outstanding | 56,333,333 | 56,333,333 |
Related Party Warrants [Member] | ||
Diluted shares outstanding | 32,166,767 | 32,166,667 |
Convertible Promissory Notes [Member] | ||
Diluted shares outstanding | 1,070,941,917 | 299,860,000 |
Warrants [Member] | ||
Diluted shares outstanding | 22,161,000 | 19,161,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ 906,986 | $ 545,677 | $ 3,303,121 |
Accumulated deficit | 6,538,996 | 5,632,011 | |
Working capital deficit | 2,272,433 | 2,154,380 | |
Negative cash flow from continuing operating activity | $ 414,010 | $ 425,444 | $ 425,444 |
Finance Receivables - Schedule
Finance Receivables - Schedule of Financing Receivables (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Receivables [Abstract] | |||
Gross receivable sales | $ 576,838 | ||
Deferred implied interest | (181,683) | ||
Finance receivables, net | 395,155 | ||
Less current portion of finance receivables, net | $ (54,089) | $ (7,971) | (54,089) |
Finance receivables due after one year | $ 341,066 | $ 54,378 | $ 341,066 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Mar. 26, 2018 | Mar. 29, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Debt discount | |||||
Promissory Note Agreement [Member] | |||||
Warrant to purchase shares of common stock | 11,000,000 | ||||
Debt discount | 18,336 | ||||
Promissory Note Agreement [Member] | Third Party [Member] | |||||
Debt face amount | $ 40,000 | ||||
Debt instrument interest rate | 10.00% | ||||
Debt maturity date | May 15, 2017 | ||||
Promissory note, principal balance | 40,000 | ||||
Accrued interest | $ 4,022 | ||||
Warrant to purchase shares of common stock | 1,000,000 | ||||
Warrant exercise price per share | $ 0.02 | ||||
Warrant term | 1 year | ||||
Debt extended maturity date | May 15, 2018 | ||||
Original warrant issued | 1 | ||||
Debt discount | $ 31,347 | ||||
March 2018 Promissory Note [Member] | Third Party [Member] | |||||
Debt face amount | $ 600,000 | ||||
Debt instrument interest rate | 10.00% | ||||
Debt maturity date | Mar. 26, 2019 | ||||
Promissory note, principal balance | $ 600,000 |
Related Party Convertible Pro28
Related Party Convertible Promissory Note (Details Narrative) - USD ($) | Nov. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Nov. 20, 2015 |
Related party convertible promissory note gross | $ 169,000 | $ 169,000 | |||
Line of credit maximum availability | 200,000 | 200,000 | |||
Amortization of debt discount | 448,850 | $ 41,364 | |||
Debt discount | |||||
Related Party Convertible Promissory Note [Member] | |||||
Debt instrument interest rate | 2.00% | ||||
Accrued interest | $ 8,855 | 8,021 | |||
Debt maturity date | Dec. 31, 2018 | ||||
Debt instrument effective interest rate | 114.00% | ||||
November 2015 Related Party Convertible Promissory Note [Member] | |||||
Conversion price | $ 0.003 | ||||
Debt beneficial conversion feature | $ 155,660 | ||||
Fair value of warrants | $ 37,366 | ||||
Related Party Convertible Promissory Note Holder [Member] | |||||
Debt discount | 0 | ||||
Fair value of warrants | $ 0 | ||||
Number of warrants issued during the period | 32,166,667 | ||||
Warrants exercise price per share | $ 0.05 | ||||
Warrant expiration date | November 2,020 |
Convertible Promissory Notes 29
Convertible Promissory Notes and Warrants (Details Narrative) | Mar. 15, 2018USD ($)$ / shares | Mar. 05, 2018USD ($)$ / shares | Feb. 20, 2018USD ($)$ / shares | Feb. 06, 2018USD ($)$ / shares | Jan. 29, 2018USD ($)$ / shares | Jan. 17, 2018USD ($) | Jan. 12, 2018USD ($)$ / shares | Jan. 09, 2018USD ($) | Jan. 08, 2018USD ($)$ / shares | Jan. 02, 2018USD ($)$ / shares | Dec. 15, 2017USD ($)$ / shares | Dec. 13, 2017USD ($)Number$ / shares | Dec. 01, 2017USD ($)$ / shares | Nov. 17, 2017USD ($)$ / shares | Nov. 13, 2017USD ($) | Oct. 02, 2017USD ($)$ / sharesshares | Sep. 20, 2017USD ($)Number$ / shares | Aug. 01, 2017USD ($)Number$ / sharesshares | Jul. 31, 2017USD ($)Number$ / sharesshares | Jul. 28, 2017USD ($)Number$ / sharesshares | Jun. 20, 2017USD ($)Number$ / sharesshares | Apr. 25, 2017USD ($)Number$ / sharesshares | Mar. 17, 2017USD ($)$ / sharesshares | Nov. 25, 2016USD ($)Number$ / sharesshares | Sep. 06, 2016USD ($)Number$ / sharesshares | Nov. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)$ / shares |
Amortization of debt discount | $ 448,850 | $ 41,364 | |||||||||||||||||||||||||||
Debt discount | |||||||||||||||||||||||||||||
Repayment of convertible note | 107,500 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | 705,000 | 82,500 | |||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 52,824 | ||||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
September 2016 Convertible Promissory Note [Member] | Ziegler [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 300,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Sep. 5, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | $ 300,000 | $ 300,000 | |||||||||||||||||||||||||||
Accrued interest | 46,932 | $ 39,534 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 82.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 70.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 10 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 158,688 | ||||||||||||||||||||||||||||
Amortization of debt discount | 19,836 | $ 80,171 | |||||||||||||||||||||||||||
Debt discount | 33,060 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 6,000,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||
Warrants expiration term | September 2,018 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 30,117 | 6,274 | 10,039 | ||||||||||||||||||||||||||
November 2016 Convertible Promissory Notes [Member] | Steffan Ziegler [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 200,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Nov. 24, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 200,000 | 200,000 | |||||||||||||||||||||||||||
Accrued interest | 26,959 | $ 22,027 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 79.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 70.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 10 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 99,123 | ||||||||||||||||||||||||||||
Amortization of debt discount | 12,390 | $ 49,562 | |||||||||||||||||||||||||||
Debt discount | 33,041 | 45,431 | |||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 4,000,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||
Warrants expiration term | November 2,019 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 13,409 | 4,156 | 5,832 | ||||||||||||||||||||||||||
March 2017 Convertible Promissory Note [Member] | Bellridge Capital, LP [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 82,500 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Amortization of debt discount | 8,168 | ||||||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Fair value of warrants | 0 | ||||||||||||||||||||||||||||
March 2017 Convertible Promissory Note [Member] | Bellridge Capital [Member] | |||||||||||||||||||||||||||||
Convertible promissory note due date | Mar. 17, 2018 | ||||||||||||||||||||||||||||
Accrued interest | $ 8,167 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 38,308 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 500,000 | ||||||||||||||||||||||||||||
Warrants expiration term | March 2,020 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 2,951 | ||||||||||||||||||||||||||||
Repayment of convertible note | 82,500 | ||||||||||||||||||||||||||||
Prepayment penalty | $ 16,500 | ||||||||||||||||||||||||||||
April 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 13,908 | ||||||||||||||||||||||||||||
Debt discount | 4,636 | ||||||||||||||||||||||||||||
April 2017 Convertible Promissory Note [Member] | Bellridge Capital, LP [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 82,500 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Apr. 25, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 82,500 | 82,500 | |||||||||||||||||||||||||||
Accrued interest | $ 9,222 | 6,781 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 85.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 55,632 | ||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,875 | ||||||||||||||||||||||||||||
Debt discount | 625 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 500,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||
Warrants expiration term | April 2,020 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 632 | 516 | |||||||||||||||||||||||||||
Debt original issue discount | 7,500 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
June 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 32,833 | ||||||||||||||||||||||||||||
Debt discount | 32,833 | ||||||||||||||||||||||||||||
June 2017 Convertible Promissory Note [Member] | Bellridge Capital, LP [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 187,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Jun. 20, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 187,000 | 187,000 | |||||||||||||||||||||||||||
Accrued interest | 17,460 | $ 11,927 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 131.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 131,332 | ||||||||||||||||||||||||||||
Amortization of debt discount | 4,675 | ||||||||||||||||||||||||||||
Debt discount | 4,675 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 500,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Warrants expiration term | June 2,020 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 6,665 | 4,999 | |||||||||||||||||||||||||||
Debt original issue discount | 18,700 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 170,000 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 38,823 | ||||||||||||||||||||||||||||
Debt discount | 12,941 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note [Member] | Auctus Fund, LLC [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 200,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Apr. 28, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 141,373 | $ 141,373 | |||||||||||||||||||||||||||
Accrued interest | $ 4,910 | 1,425 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 121.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.04 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 136,699 | ||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,183 | ||||||||||||||||||||||||||||
Debt discount | 394 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 666,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Warrants expiration term | July 2,022 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 3,366 | 2,183 | |||||||||||||||||||||||||||
Debt original issue discount | 5,000 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 195,000 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 13,296 | ||||||||||||||||||||||||||||
Debt discount | 22,638 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note One [Member] | Morningview Financial, LLC [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 105,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Jul. 31, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 68,283 | 105,000 | |||||||||||||||||||||||||||
Accrued interest | 6,805 | $ 4,401 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 163.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 70,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 1,838 | ||||||||||||||||||||||||||||
Debt discount | 1,079 | ||||||||||||||||||||||||||||
Debt original issue discount | 5,000 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 100,000 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note One [Member] | Morningview Financial, LLC [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 23,717 | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 14,734,059 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,550 | ||||||||||||||||||||||||||||
Debt discount | 3,401 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note Two [Member] | 2 Plus 2, LLC [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Jul. 31, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 12,233 | $ 12,233 | |||||||||||||||||||||||||||
Accrued interest | 1,080 | $ 838 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 285.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 20,820 | ||||||||||||||||||||||||||||
Amortization of debt discount | 350 | ||||||||||||||||||||||||||||
Debt discount | 263 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 250,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.035 | ||||||||||||||||||||||||||||
Warrants expiration term | July 2,020 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 4,180 | 1,393 | |||||||||||||||||||||||||||
Debt original issue discount | 2,500 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 22,500 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note Three [Member] | L&H Inc. [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Jul. 31, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
Accrued interest | $ 939 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 20,820 | ||||||||||||||||||||||||||||
Amortization of debt discount | 12,145 | ||||||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 500,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.035 | ||||||||||||||||||||||||||||
Warrants expiration term | August 2,020 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 4,180 | 0 | |||||||||||||||||||||||||||
Repayment of convertible note | 25,000 | ||||||||||||||||||||||||||||
Prepayment penalty | $ 2,594 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 22,500 | ||||||||||||||||||||||||||||
August 1, 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 13,063 | ||||||||||||||||||||||||||||
Debt discount | 11,240 | ||||||||||||||||||||||||||||
August 1, 2017 Convertible Promissory Note [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 75,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Jul. 31, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 53,650 | $ 53,650 | |||||||||||||||||||||||||||
Accrued interest | 3,573 | $ 2,515 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 286.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 46,291 | ||||||||||||||||||||||||||||
Amortization of debt discount | 1,350 | ||||||||||||||||||||||||||||
Debt discount | 1,800 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 4,250,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.035 | ||||||||||||||||||||||||||||
Warrants expiration term | July 2,020 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 28,709 | 15,407 | |||||||||||||||||||||||||||
Debt original issue discount | 7,500 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 67,500 | ||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note Four [Member] | Financial Advisory Agreement [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Jul. 31, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 25,000 | $ 25,000 | |||||||||||||||||||||||||||
Accrued interest | 1,332 | $ 838 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 94.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 16,667 | ||||||||||||||||||||||||||||
Amortization of debt discount | 5,556 | ||||||||||||||||||||||||||||
Debt discount | 4,167 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
September 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 38,500 | ||||||||||||||||||||||||||||
Debt discount | 16,500 | ||||||||||||||||||||||||||||
September 2017 Convertible Promissory Note [Member] | JSJ Investments Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 110,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Jun. 20, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 90,000 | $ 110,000 | |||||||||||||||||||||||||||
Accrued interest | 5,293 | $ 3,074 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 110.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 73,333 | ||||||||||||||||||||||||||||
Amortization of debt discount | 2,625 | ||||||||||||||||||||||||||||
Debt discount | 1,125 | ||||||||||||||||||||||||||||
Debt original issue discount | 5,000 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 105,000 | ||||||||||||||||||||||||||||
September 2017 Convertible Promissory Note [Member] | JSJ Investments Inc [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 23,717 | ||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 12,345,679 | ||||||||||||||||||||||||||||
October 2, 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | $ 12,650 | ||||||||||||||||||||||||||||
Debt discount | 75,900 | ||||||||||||||||||||||||||||
October 2, 2017 Convertible Promissory Note [Member] | Visa Capital Investments, LLC [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 220,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Oct. 2, 2019 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 220,000 | $ 220,000 | |||||||||||||||||||||||||||
Accrued interest | 21,940 | $ 17,600 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 78.00% | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 101,200 | ||||||||||||||||||||||||||||
Amortization of debt discount | 2,500 | ||||||||||||||||||||||||||||
Debt discount | 15,000 | ||||||||||||||||||||||||||||
Debt original issue discount | 20,000 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 200,000 | ||||||||||||||||||||||||||||
October 2, 2017 Convertible Promissory Note [Member] | Visa Capital Investments, LLC [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 3,000,000 | ||||||||||||||||||||||||||||
November 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 8,576 | ||||||||||||||||||||||||||||
Debt discount | 20,010 | ||||||||||||||||||||||||||||
November 2017 Convertible Promissory Note [Member] | Crown Bridge Partners, LLC [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 46,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Nov. 13, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 5.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 46,000 | $ 46,000 | |||||||||||||||||||||||||||
Accrued interest | 870 | $ 302 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 300.00% | ||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 34,303 | ||||||||||||||||||||||||||||
Amortization of debt discount | 1,500 | ||||||||||||||||||||||||||||
Debt discount | 3,500 | ||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 920,000 | ||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||
Warrants expiration term | November 2,022 | ||||||||||||||||||||||||||||
Fair value of warrants | $ 11,697 | 10,379 | |||||||||||||||||||||||||||
Debt original issue discount | 6,000 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 40,000 | ||||||||||||||||||||||||||||
November 13, 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 10,869 | ||||||||||||||||||||||||||||
Debt discount | 25,360 | ||||||||||||||||||||||||||||
November 13, 2017 Convertible Promissory Note [Member] | Power Up Lending Group Ltd [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 68,000 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Aug. 20, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 68,000 | $ 68,000 | |||||||||||||||||||||||||||
Accrued interest | 3,085 | $ 1,073 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 114.00% | ||||||||||||||||||||||||||||
Debt discount | $ 43,475 | ||||||||||||||||||||||||||||
Beneficial ownership | 4.99% | ||||||||||||||||||||||||||||
Debt instrument description | The Conversion Price shall be equal to: (A) if the Market Price is greater than or equal to $0.011, the greater of: (i) the Variable Conversion Price (as defined herein) and (ii) the Fixed Conversion Price (as defined herein); and (B) if the Market Price is less than $0.011 the lesser of: (i) the Variable Conversion Price (as defined herein) and (ii) the Fixed Conversion Price (as defined herein); (subject, in each case, to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrowers securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The Variable Conversion Price shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). Market Price means the average of the lowest two (2) Trading Prices (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | ||||||||||||||||||||||||||||
December 13, 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Amortization of debt discount | 22,917 | ||||||||||||||||||||||||||||
Debt discount | 61,111 | ||||||||||||||||||||||||||||
December 13, 2017 Convertible Promissory Note [Member] | EMA Financial, LLC [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 137,500 | ||||||||||||||||||||||||||||
Convertible promissory note due date | Dec. 13, 2018 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 137,500 | $ 137,500 | |||||||||||||||||||||||||||
Accrued interest | $ 4,882 | 814 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 132.00% | ||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 91,667 | ||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,000 | ||||||||||||||||||||||||||||
Debt discount | 5,333 | ||||||||||||||||||||||||||||
Debt original issue discount | 12,500 | ||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 125,000 | ||||||||||||||||||||||||||||
Debt instrument description | The prepayment factor shall equal one hundred and fifty percent (150%), provided that such Prepayment factor shall equal one hundred and thirty five percent (135%) if the optional prepayment date occurs on or before the date which is ninety (90) days following the issue date. | ||||||||||||||||||||||||||||
2017 Convertible Promissory Notes [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 780,000 | $ 75,000 | |||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||
Accrued interest | $ 16,348 | $ 740 | |||||||||||||||||||||||||||
Debt instrument effective interest rate | 1212.00% | ||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | $ 6,250 | ||||||||||||||||||||||||||||
Debt discount | 16,667 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 6,250 | ||||||||||||||||||||||||||||
Debt discount | 16,667 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Three [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 6,250 | ||||||||||||||||||||||||||||
Debt discount | 16,667 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Four [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 6,250 | ||||||||||||||||||||||||||||
Debt discount | 18,750 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Five [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 150,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 150,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 37,500 | ||||||||||||||||||||||||||||
Debt discount | 112,500 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Six [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 150,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 150,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 37,500 | ||||||||||||||||||||||||||||
Debt discount | 112,500 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Seven [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 30,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 30,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 16,667 | ||||||||||||||||||||||||||||
Debt discount | 25,000 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Eight [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 100,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 100,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 5,000 | ||||||||||||||||||||||||||||
Debt discount | 83,333 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Nine [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 115,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 115,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 9,583 | ||||||||||||||||||||||||||||
Debt discount | 105,417 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Ten [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 75,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 75,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 6,250 | ||||||||||||||||||||||||||||
Debt discount | 68,750 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||
Convertible Promissory Note Eleven [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||
Debt principal amount | $ 60,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 60,000 | ||||||||||||||||||||||||||||
Amortization of debt discount | 5,000 | ||||||||||||||||||||||||||||
Debt discount | $ 55,000 | ||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 |
Convertible Promissory Notes 30
Convertible Promissory Notes and Warrants - Schedule of Carrying Value of Convertible Promissory Notes (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Less: debt discount | ||
Convertible Promissory Notes [Member] | ||
Convertible Promissory Note | 2,411,539 | 1,854,106 |
Less: debt discount | (989,477) | (142,523) |
Warrants | (45,326) | (60,994) |
Total net carrying value | $ 1,376,737 | $ 1,650,589 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Net operating loss carry forwards | $ 5,172,206 | $ 4,336,530 |
Operating loss carryforwards expiration period | This net operating loss carry forwards through December 31, 2017 may be carried forward in varying amounts until 2037 and may be limited in their use due to significant changes in the Companys ownership. Net Operating Losses generated after December 31, 2018 have no expiration date. | |
Cumulative deferral tax deduction on pretax basis | $ 1,317,489 | 938,930 |
Reduction in deferred tax assets | $ 189,154 | |
Income tax description | the corresponding valuation allowance by the same amount for the decrease of the corporate tax rate from 34% to 21%. | |
Corporate tax rate | 21.00% | |
Federal Income Tax [Member] | ||
Operating loss future tax assets | 1,086,163 | $ 910,671 |
Cumulative deferral tax future tax assets | $ 210,838 | $ 197,175 |
Shareholder Deficit (Details Na
Shareholder Deficit (Details Narrative) - Bellridge Capital [Member] | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Line of credit | $ 2,500,000 |
Number of stock issued during period | shares | 27,083,334 |
Drew down from equity line of credit | $ 79,500 |
Class A Common Stock [Member] | |
Stock issued during period shares issued for services | shares | 30,000,000 |
Stock issued during period value issued for services | $ 150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 03, 2018 | Mar. 28, 2018 |
Zen Power and Gas, Inc [Member] | Managed Service Agreement [Member] | ||
Debt instrument term | 7 years | |
Repayments of debt | $ 300,000 | |
Subsequent Event [Member] | Enertrade Electric LLC [Member] | ||
Issued and outstanding equity interests percentage | 87.37% | |
Subsequent Event [Member] | Zen Power and Gas, Inc [Member] | ||
Aggregate purchased interest value | $ 1,650,000 | |
Cash consideration | 500,000 | |
Debt principal amount | 1,150,000 | |
Adjusted principal amount | 500,000 | |
Debt periodic payment | $ 650,000 | |
Minimum outstanding principal balance percentage | 100.00% | |
Debt maturity date | Nov. 2, 2018 |