Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Entity Registrant Name | ZENERGY BRANDS, INC. | |
Entity Central Index Key | 0001386026 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Trading Symbol | ZNGY | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 5,513,577,153 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 10,000,000 | |
Series A Preferred Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 600,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 5,686 | $ 1,190,090 |
Accounts receivable, net | 166,625 | |
Current portion of financing receivables, net | 227,153 | 44,405 |
Other assets | 150 | 140,150 |
Inventory | 92,651 | 175,952 |
Prepaid expenses | 3,181 | |
Total current assets | 328,821 | 1,717,222 |
Long-term assets | ||
Financing receivables, net | 1,789,076 | 1,705,488 |
Goodwill | 6,100 | 6,100 |
Total long-term assets | 1,795,176 | 1,711,588 |
Fixed Assets | ||
Property, plant, equipment | 51,806 | 51,806 |
Less: Amortization | (51,806) | (51,806) |
Total fixed assets | ||
Total assets | 2,123,997 | 3,428,810 |
Current Liabilities | ||
Accounts payable | 634,892 | 574,657 |
Related party accounts payable | 59,475 | 100,175 |
Accrued liabilities | 329,668 | 413,324 |
Accrued interest | 459,944 | 421,060 |
Accrued payroll | 9,136 | 9,136 |
Deferred revenue | 69,837 | 20,085 |
Deferred tax liability | 5,495 | 5,597 |
Subscription liabilities | 74,000 | 74,000 |
Related party convertible promissory note, net | 260,000 | 260,000 |
Notes payable | 1,805,465 | 3,403,263 |
Convertible promissory notes, net | 2,172,823 | 428,055 |
Discounts | ||
Total current liabilities | 5,880,735 | 5,709,352 |
Long-term Liabilities | ||
Deferred revenue | 846,933 | 1,521,454 |
Convertible promissory note, net | 1,345,882 | 1,317,647 |
Total long-term liabilities | 2,192,815 | 2,839,101 |
Total Liabilities | 8,073,550 | 8,548,453 |
Mezzanine Equity | ||
Beneficial conversion feature | 339,660 | 612,939 |
Warrants | 28,943 | 33,490 |
Total Mezzanine equity | 368,603 | 646,429 |
Shareholders' deficit | ||
Preferred stock value | ||
Additional paid-in capital | 651,828 | 2,167,524 |
Accumulated deficit | (12,633,078) | (11,699,095) |
Total shareholders' deficit | (6,318,156) | (5,766,072) |
Total liabilities & shareholders' deficit | 2,123,997 | 3,428,810 |
Class A Common Stock [Member] | ||
Shareholders' deficit | ||
Common stock value | 5,652,494 | 3,754,899 |
Class B Common Stock [Member] | ||
Shareholders' deficit | ||
Common stock value | 10,000 | 10,000 |
Series A Preferred Stock [Member] | ||
Shareholders' deficit | ||
Preferred stock value | $ 600 | $ 600 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 38,000 | 38,000 |
Preferred stock, shares issued | ||
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 6,800,000,000 | |
Common stock, shares issued | 5,513,577,153 | |
Common stock, shares outstanding | 5,513,577,153 | |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 6,800,000,000 | 6,800,000,000 |
Common stock, shares issued | 3,754,909,253 | |
Common stock, shares outstanding | 3,754,909,253 | |
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 | 600,000 | 0 |
Preferred stock, shares outstanding | 600,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 891,908 | $ 301,809 |
Cost of goods sold | 770,485 | 208,341 |
Gross profit (loss) | 121,423 | 93,468 |
Operating expenses | ||
Selling, general and administrative expenses | 690,042 | 750,862 |
Amortization expense | 5,725 | |
Total Operating Expense | 690,042 | 756,587 |
Operating loss | (568,619) | (663,119) |
Other income (expense) | ||
Interest income | 31,539 | 1,854 |
Forgiveness of debt | 313,500 | |
Loss on extinguishment of debt | (52,024) | |
Tax expense | 102 | |
Interest expense | (397,005) | (507,197) |
Total other expense | (365,364) | (243,867) |
Net loss | $ (933,983) | $ (906,986) |
Per share information: | ||
Net loss per share - basic | $ 0 | $ (0.001) |
Weighted average shares outstanding - basic | 21,536,038,467 | 666,831,273 |
Weighted average shares outstanding - diluted | 23,083,169,588 | 1,848,434,290 |
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, 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 | (6,732,879) | (6,732,879) | ||||
April 3, 2018 Acquisition | 665,795 | 665,795 | ||||
Extinguishment of debt | 52,024 | 52,024 | ||||
Conversion of warrants | $ 35,344 | 7,286 | 42,630 | |||
Conversion of warrants, shares | 35,344,129 | |||||
Conversion of notes payable | $ 2,511,576 | (1,731,717) | 779,859 | |||
Conversion of notes payable, shares | 2,511,584,931 | |||||
Conversion of mezzanine equity | 1,505,863 | 1,505,863 | ||||
Stock issued in subsidiary | 200,000 | 200,000 | ||||
Class A common stock issued | $ 166,284 | (101,301) | 64,983 | |||
Class A common stock issued, shares | 166,284,501 | |||||
Series A preferred stock issued | $ 100 | $ 99,900 | $ 100,000 | |||
Series A preferred stock issued, shares | 100,000 | |||||
Common stock issued for service and fees | 68,590 | 208,900 | 277,490 | |||
Common stock issued for service and fees, shares | $ 68,590,323 | |||||
Balance at Dec. 31, 2018 | $ 3,754,899 | $ 10,000 | $ 600 | $ (11,699,095) | $ 2,167,524 | $ (5,766,072) |
Balance, shares at Dec. 31, 2018 | 3,754,909,253 | 10,000,000 | 600,000 | |||
Net Loss | (933,983) | (933,983) | ||||
Conversion of warrants | ||||||
Conversion of warrants, shares | ||||||
Conversion of notes payable | ||||||
Conversion of notes payable, shares | ||||||
Conversion of mezzanine equity | 277,826 | 277,826 | ||||
Stock issued in subsidiary | ||||||
Class A common stock issued | $ 1,897,595 | (1,793,522) | 104,073 | |||
Class A common stock issued, shares | 1,897,584,567 | |||||
Series A preferred stock issued | ||||||
Series A preferred stock issued, shares | ||||||
Common stock issued for service and fees | ||||||
Common stock issued for service and fees, shares | ||||||
Balance at Mar. 31, 2019 | $ 5,652,494 | $ 10,000 | $ 600 | $ (12,633,078) | $ 651,828 | $ (6,318,156) |
Balance, shares at Mar. 31, 2019 | 5,652,493,820 | 10,000,000 | 600,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING ACTIVITIES | ||
Net Loss | $ (933,983) | $ (906,986) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization expense | 5,725 | |
Depreciation expense | 5,725 | |
Compensation and fees paid in stock | 150,000 | |
Loss on extinguishment of debt | 52,024 | |
Changes in operating assets and liabilities | ||
Accounts receivable, net | 166,625 | |
Prepaid expenses and other current assets | 136,819 | 7,698 |
Inventory | 83,301 | |
Related party receivable | 10,578 | |
Goodwill | ||
Other long-term assets | 10,631 | |
Accounts payable and other current liabilities | 60,133 | 6,487 |
Accounts payable related party | (40,700) | (15,312) |
Accrued liabilities | (83,656) | |
Accrued interest | 38,884 | 48,341 |
Accrued payroll | (308,696) | |
Deferred revenue | (624,769) | 76,649 |
Net cash used in provided in operating activities | (915,068) | (414,010) |
INVESTING ACTIVITIES | ||
Financing receivable extended | (266,336) | (332,806) |
Net cash used in investing activities | (266,336) | (332,806) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 79,500 | |
Proceeds from notes payable | 600,000 | |
Proceeds from convertible promissory notes | 705,000 | |
Pay down of convertible promissory notes | (3,000) | (107,500) |
Net cash provided by financing activities | (3,000) | 1,277,000 |
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD | 1,190,090 | 27,849 |
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 5,686 | 558,033 |
Supplemental disclosure of non cash transactions | ||
Conversion of notes payable and interest to common stock | 104,073 | 52,824 |
Cash paid for interest expense | $ 92,346 | $ 900 |
Organization - Nature of Operat
Organization - Nature of Operations | 3 Months Ended |
Mar. 31, 2019 | |
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. 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 Company filed an 8-K on December 14, 2018 with the SEC, soon after the purchase, the Company realized that the Sellers had made material misrepresentations in the respective disclosure schedule. The Company decided to attempt to address and repair these areas within Enertrade. In spite of the progress that had been made, the Company concluded that it was in its best interest to cease its REP operations. In doing so, the Company was able to avoid a mass customer transition event, which the public utility commission of Texas regards as a negative event. Had the Company’s winding down of the Enertrade operation consisted of a mass customer transition event to the provider of last resort, then such an event would have prevented Zenergy from ever acquiring a license as a retail energy provider in Texas, as well as other deregulated energy markets. This is further discussed within the footnotes to the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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 Allowance for Doubtful Accounts - Revenue Recognition for Retail Electricity - Fair Value of Financial Instruments - Basic and Diluted Net Loss per Common Stock – March 31, 2019 December 31, 2018 Related party convertible promissory notes 83,333,333 83,333,333 Related Party Warrants 32,166,667 32,166,667 Convertible promissory notes 1,350,470,021 1,383,611,476 Warrants 81,161,000 81,161,000 Diluted shares outstanding 1,547,131,121 1,580,272,476 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 mezzanine equity. 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, 2019 | |
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 March 31, 2019 and December 31, 2018 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, 2019 and year ended December 31, 2018. 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, 2019 and 2018 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 ($933,983) and ($906,986) for the three months ended March 31, 2019 and 2018, respectively, and an accumulated deficit of ($12,633,078) at March 31, 2019. At March 31, 2019 and December 31, 2018, the Company had a working capital deficit of ($5,551,914) and ($3,992,130), respectively, and negative cash flow from continuing operating activity of ($915,068) and ($414,010), respectively, for the three months ended March 31, 2019 and 2018. 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 2019 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, 2019 | |
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, 2019: Gross receivables sales $ 3,941,418 Deferred implied interest (1,925,189 ) Finance receivables, net 2,015,229 Less current portion of finance receivables, net (227,153 ) Finance receivables due after one year $ 1,789,076 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and December 31, 2018 was $40,000. The accrued interest at March 31, 2019 and December 31, 2018 was$7,352 and $6,366, respectively. 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 was in default as of March 31, 2019t. 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, 2019 was $9,538. 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 at March 31, 2019 and December 31, 2018 was $600,000. The accrued interest of the note at March 31, 2019 and December 31, 2018 was $29,761, and $29,966, respectively. The maturity date of the promissory note was March 26, 2019 and was in default at March 31, 2019. On November 9, 2018 the Company entered into a promissory note agreement (the “November 2018, Promissory Note”) with a third-party in the amount of $25,000. The promissory note carries a one-time financing fee of 10%. The principal balance and March 31, 2019 and December 31, 2018 was $25,000. The accrued interest of the note at March 31, 2019 and December 31, 2019 was $2,500. The maturity date of the promissory note was March 9, 2019 and was in default at March 31, 2019. |
Related Party Convertible Promi
Related Party Convertible Promissory Note | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Related Party Convertible Promissory Note | 6. Related Party Convertible Promissory Note As of March 31, 2019, and December 31, 2018, the Company had an outstanding related party convertible promissory note of $260,000, with a maximum availability of $260,000 (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, 2019 and December 31, 2018 was $260,000, and accrued interest was $15,523 and $13,197, respectively, and is due on December 31, 2019 at which time all unpaid principal and interest is due. The effective interest rate at March 31, 2019 was 2%. 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, 2019 and December 31, 2018, 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, 2019 and December 31, 2018, the debt discount was $0. |
Convertible Promissory Notes an
Convertible Promissory Notes and Warrants | 3 Months Ended |
Mar. 31, 2019 | |
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 matured on September 5, 2018 and accrues interest at a rate of 10% per annum. The Note was in default at March 31, 2019. All unpaid principal and interest is due at maturity. As of March 31, 2019, and December 31, 2018, the outstanding principal was $300,000. The accrued interest balance at March 31, 2019 and December 31, 2018, was $67,328 and $59,930, respectively. The effective interest rate at March 31, 2019, was 10%. 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 $0 and $52,896 was expensed through interest expense during the three months ended March 31, 2019 and year ended December 31, 2018, respectively. At March 31, 2019 the debt discount was $0. 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 for three months ended March 31, 2019 and year ended December 31, 2018 was $0. 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 matured on November 24, 2018 and accrues interest at a rate of 10% per annum. The Notes were in default as of March 31, 2019. As of March 31, 2019, and December 31, 2018, the outstanding principal was $197,000 and $200,000, respectively. The accrued interest balance at March 31, 2019 and December 31, 2018 was $46,909 and $42,125, respectively. The effective interest rate at March 31, 2019 was 10%. 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, 2019 and the year ended December 31, 2018 a charge to debt discount in the amount of $0 and $55,561 was expensed through interest expense, respectively. At March 31, 2019 and December 31, 2018, the debt discount was $0. 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, 2019 and December 31, 2018 was $0. Collision Capital, LLC March 15, 2017 Convertible Promissory Note On March 17, 2017, the Company issued a Convertible Promissory Notes totaling $50,000 to a third-party (the “March 15, 2017 Convertible Promissory Note”). The March 15, 2017 Convertible Promissory Note matured on March 15, 2018 and accrues interest at a rate of 12% per annum. The Note was in default as of March 31, 2019. As of March 31, 2019, and December 31, 2018, the outstanding principal was $50,000. The accrued interest balance at March 31, 2019 and December 31, 2018 was $13,583 and $12,104, respectively. The effective interest rate at March 31, 2019 was 12%. Not less than three (3) days advance written notice (“Conversion Notice”), at any time or from time to time, six (6) months after the Closing, the Holder at its sole option, may convert the outstanding Principal Amount of this Note, or any portion of the Principal Amount hereof, and any accrued interest, in whole or in part, into shares of the common stock of the Company (the “Common Stock”). Any amount so converted will be converted into common stock of the Company at a price of 50% of the lowest closing price on the primary trading market on which the Company’s Common Stock is quoted for the five (5) trading days immediately prior to but not including the Conversion Date (“Conversion Price”). 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. The Note was in default as of March 31, 2019. All unpaid principal and interest is due at maturity. As of March 31, 2019, and December 31, 2018, the outstanding principal was $82,500. The accrued interest balance at March 31, 2019 and December 31, 2018 was $19,172 and $16,731. In addition, the Company recorded an original issue discount (OID) in the amount of $7,500. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to the OID debt discount was recorded in the amount of $0 and $2,500, respectively through interest expense. The balance of the OID discount at March 31, 2019 and December 31, 2018 was $0. The effective interest rate at March 31, 2019 was 12.47%. 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, 2019 and years ended December 31, 2018 a charge to debt discount in the amount of $0 and $18,544 was recorded through interest expense. At March 31, 2019 and December 31, 2018, the debt discount was $0. 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, 2019 and December 31, 2018 was $421 and 389, respectively. 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 matured on June 20, 2018 and accrues interest at a rate of 12% per annum. The Note was in default as of March 31, 2019. All unpaid principal and interest is due at maturity. As of March 31, 2019, and December 31, 2018 the outstanding principal was $187,000. The accrued interest balance at March 31, 2019 and December 31, 2018 $39,779 and $34,236, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $18,700. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to the OID debt discount was recorded in the amount of $0 and $9,350, respectively. The balance of the OID discount at March 31, 2019 and December 31, 2018 was $0. The effective interest rate at March 31, 2019 was 13.51%. 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, 2019 and years ended December 31, 2018 a charge to debt discount in the amount of $0 and $65,666, respectively was recorded through interest expense. At March 31, 2019 and December 31, 2018, the debt discount was $0. 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 mezzanine equity. The balance of the fair value of the warrants at March 31, 2019 and December 31, 2018 was $2778 and $3,333, respectively. 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 matured on April 28, 2018 and accrues interest at a rate of 10% per annum. The Note was in default as of March 31, 2019. As of March 31, 2019, and December 31, 2018, the outstanding principal was $82,432. The accrued interest balance at March 31, 2019 and December 31, 2018 $15,221 and $10,343, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $5,000. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to the OID debt discount was recorded in the amount of $0 and $1,577 through interest expense. The balance of the OID discount at March 31, 2019 and December 31, 2018 was $0. The effective interest rate at March 31, 2019 was 26.08%. 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, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $0 and $51,764, respectively was recorded through interest expense. At March 31, 2019 and December 31, 2018, the debt discount was $0. 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, 2019 and December 31, 2018 was $1,678 and $1,846, respectively. 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 matured on July 31, 2018 and accrues interest at a rate of 10% per annum. The Note was in default as of March 31, 2019. All unpaid principal and interest is due at maturity. As of March 31, 2019, and December 31, 2018, the outstanding principal was $39,983. The accrued interest balance at March 31, 2019 and December 31, 2018 was $12,395 and $10,620, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $5,000. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to the OID debt discount was recorded in the amount of $0 and $2,158 through interest expense. The balance of the OID discount at March 31, 2019 and December 31, 2018 was $0. The effective interest rate at March 31, 2019 was 18%. 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. 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, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $0 and $35,933 was recorded through interest expense. At March 31, 2019 and December 31, 2018, the debt discount was $0. 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 matured on July 31, 2018 and accrues interest at a rate of 8% per annum. The Note was in default at March 31, 2019. All unpaid principal and interest is due at maturity. As of March 31, 2019, and December 31, 2018 an, the outstanding principal was $12,233. The accrued interest balance at March 31, 2019 and December 31, 2018 was $2,045 and $1,804. In addition, the Company recorded an original issue discount (OID) in the amount of $2,500. During the three months ended March 31, 2019 and the year ended December 31, 2018 a charge to the OID debt discount was recorded in the amount of $0 and $525, respectively through interest expense. The balance of the OID discount at March 31, 2019 and December 31, 2018 was $0. The effective interest rate at March 31, 2019 was 14.37%. 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, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $0 and $5,100, respectively was recorded through interest expense. At March 31, 2019 and December 31, 2018, the debt discount was $0 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, 2019 and December 31, 2018 was $732 and $897, respectively. 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, 2019, and December 31, 2018, the outstanding principal was $70,240 and $96,520, respectively. The accrued interest balance at March 31, 2019 and December 31, 2018 was $30,132 and $28,746, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $20,000. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to the OID debt discount was recorded in the amount of $2,500 and $7,500, respectively through interest expense. The balance of the OID discount at March 31, 2019 and December 31, 2018 was $5,000 and $7,500, respectively. The effective interest rate at March 31, 2018 was 83.86%. 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. During the three months ended March 31, 2019 the holder of the Note converted $26,280 of the outstanding principal balance into 194,000,000 shares of Class A Common Stock. 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, 2019 and years ended December 31, 2018 a charge to debt discount in the amount of $12,650 and $50,600 was recorded through interest expense, respectively. At March 31, 2019 and December 31, 2018, the debt discount was $25,300 and $37,950, respectively. EMA Financial, LLC December 13, 2017 Convertible Promissory Note On December 13, 2017, the Company issued a Convertible Promissory Notes totaling $137,500 to a third-party for a purchase price of $125,000 (the “December 13, 2017 Convertible Promissory Note”). The December 13, 2017 Convertible Promissory Note matured on December 13, 2018 and accrues interest at a rate of 12% per annum. The Note was in default as of March 31, 2019. As of March 31, 2019, and December 31, 2018, the outstanding principal was $$51,752 and $78,401, respectively. The accrued interest balance at March 31, 2019 and December 31, 2018 was $16,082 and $14,551, respectively. In addition, the Company recorded an original issue discount (OID) in the amount of $12,500. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to the OID debt discount was recorded in the amount of $0 and $4,000, respectively through interest expense. The balance of the OID discount at March 31, 2019 and December 31, 2018 was $0. The effective interest rate at March 31, 2019 was 12%. The holder of the December 13, 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 conversion price shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 60% of either the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days including and immediately preceding the Conversion Date, or the closing bid price, whichever is lower, provided, however, if the Company’s share price at any time loses the, then the Conversion Price may, in the holder’s sole and absolute discretion, be reduced to a fixed conversion price of 0.00001. The Company may prepay the EMA note subject to a prepayment factor. 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. During the three months ended March 31, 2019 and year ended December 31, 2018 the holder of the Note converted $26,650 of the outstanding principal balance into 652,167,900 shares of Class A Common Stock. The December 13, 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $91,667 which was recorded as a reduction in carrying value of the December 13, 2017 Convertible Promissory Notes and offset in mezzanine equity. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $0 and $84,029, respectively was recorded through interest expense. At March 31, 2019 and December 31, 2018, the debt discount was $0. RB Capital Partners, Inc. 2017 Convertible Promissory Notes As of March 31, 2019, and December 31, 2018, the Company had $1,092,500 of unsecured convertible commercial promissory notes (the RB Capital Partners, Inc. 2017 Convertible Promissory Notes) outstanding. The notes have a maturity of one year from the time of issuance and accrue interest at the rate of 12%. The accrued interest on the RB Capital Partners, Inc. Convertible Promissory Notes at March 31, 2019 and December 31, 2018 was $155,755 and $123,429, respectively. On November 17, 2017 the Company issued a Convertible Promissory Note in the Amount of $25,000. The Convertible Promissory Note (the “Note”) bears twelve percent (12%) interest per annum. The Note shall be payable upon demand. Commencing on the Demand Date, all principal shall be payable by the Company upon demand made by the holder. The Note is for a period of (12) months and cannot be converted until six (6) months from the issuance date. The holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and non-assessable whole shares of the Company’s $0.001 par value common stock. The November 17, 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $25,000 which was recorded as a reduction in carrying value of the November 17, 2017 Convertible Promissory Note and offset in in mezzanine equity. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $0 and $22,417 was recorded through interest expense. The debt discount at March 31, 2019 and December 31, 2018 was $0. The effective interest Rate at March 31, 2019 was 12%. On December 1, 2017, the Company issued a Convertible Promissory Note in the Amount of $25,000. The note bears twelve percent (12%) interest per annum and is payable upon demand. Commencing on the Demand Date, all principal shall be payable by the Company upon demand made by the holder. The Note is for a period of (12) months and cannot be converted until six (6) months from the issuance date. The holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and non-assessable whole shares of the Company’s $0.001 par value common stock. The December 1, 2017 Convertible Promissory Note contained a beneficial conversion feature which resulted in a debt discount of $25,000 which was recorded as a reduction in carrying value of the December 1, 2017 Convertible Promissory Note and offset in in mezzanine equity. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $0 and $22,417 was recorded through interest expense. The debt discount at March 31, 2019 and December 31, 2018 was $0. The effective interest Rate at March 31, 2019 was 12%. On December 15, 2017, the Company issued a Convertible Promissory Note in the Amount of $25,000. The note bears twelve percent (12%) interest per annum and is payable upon demand. Commencing on the Demand Date, all principal shall be payable by the Company upon demand made by the holder. The note is for a period of (12) months and cannot be converted until six (6) months from the issuance date. The holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and non-assessable whole shares of the Company’s $0.001 par value common stock. The note contained a beneficial conversion feature which resulted in a debt discount of $25,000 which was recorded as a reduction in carrying value of the note and offset in in mezzanine equity. During the three months ended March 31, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $22,417 was recorded through interest expense. The debt discount at March 31, 2019 and December 31, 2018 was $0. The effective interest Rate at March 31, 2019 was 12%. On January 2, 2018, the Company issued a Convertible Promissory Note in the Amount of $25,000. The note bears twelve percent (12%) interest per annum and is payable upon demand. Commencing on the Demand Date, all principal shall be payable by the Company upon demand made by the holder. The Note is for a period of (12) months and cannot be converted until six (6) months from the issuance date. The holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and non-assessable whole shares of the Company’s $0.001 par value common stock. The note contained a beneficial conversion feature which resulted in a debt discount of $25,000 which was recorded as a reduction in carrying value of the note and offset in in mezzanine equity. During the three months ended March 31, 2019 and twelve months ended December 31, 2018 a charge to debt discount in the amount of $0 and $18,250 was recorded through interest expense. The debt discount at March 31, 2019 and December 31, 2018 was $0. The effective interest Rate at March 31, 2019 was 12%. On January 8, 2018, the Company issued a Convertible Promissory Note in the Amount of $150,000. The note bears twelve percent (12%) interest per annum and is payable upon demand. Commencing on the Demand Date, all principal shall be payable by the Company upon demand made by the holder. The note is for a period of (12) months and cannot be converted until six (6) months from the issuance date. The holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of fully paid and non-assessable whole shares of the Company’s $0.001 par value common stock. The note contained a beneficial conversion feature which resulted in a debt discount of $150,000 which was recorded as a reduction in carrying value of the January 8, 2018 Convertible Promissory Note and offset in in mezzanine equity. During the three months March 31, 2019 and year ended December 31, 2018 a charge to debt discount in the amount of $20,833 and $116,667, respectively was recorded through interest expense. The debt discount at March 31, 2019 and December 31, 2018 was $0 and $20,833, respectively. The effective interest Rate at March 31, 2019 was 12%. On January 12, 2018, the Company issued a Convertible Promissory Note in the Amount of $150,000. The note bears twelve percent (12%) interest per annum and is payable upon demand. Commencing on the Demand Date, all principal shall be payable by the Company upon demand made by the holder. The note is for a period of (12) months and cannot be converted until six (6) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and year ended December 31, 2018, 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 a deferred tax liability related to Intangible assets amortizable for GAAP purposes which there is no tax basis for. |
Shareholder Deficit
Shareholder Deficit | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholder Deficit | 9. Shareholder Deficit On March 19, 2019 the Chairman of the Board of Directors gave notice to resign and forgo Board of Directors responsibilities. Upon resignation the Chairman of the Board transferred 5,000,000 of Class B Preferred Common Shares to the Chief Executive Officer of the Company. The Preferred Class B Common Stock authorized and issued remain at 10,000,000 shares outstanding, with the Chief Executive Officer owning 100% of the Class B Preferred Common Stock. During the three months ended March 31, 2019, various convertible note holders converted a total of $101,375 of outstanding principal amount into 1,897,584 shares of Class A Common Stock. The board of directors unanimously approved to increase the authorized Class A Common Stock from 5,200,000,000 shares to 6,800,000,000 shares, which shares will be issuable on such terms and conditions as the board of directors may determine from time to time. The amendments were filed with the Nevada Secretary of State during the year ended December 31, 2018. The board of directors and stockholders holding a majority of the voting power took action by written consent to approve. The Company intends to file a Form 14c pursuant to Rule 14c-2 promulgated under the Exchange Act. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On April 1, 2019 the Company issued a Convertible Promissory Note totaling $347,463 to a third-party (the “March 2019 Convertible Promissory Note”). The April 2019 Convertible Promissory Note matures on June 24, 2021 and accrues interest at a rate of 12% per annum. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts - |
Revenue Recognition for Retail Electricity | Revenue Recognition for Retail Electricity - |
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, 2019 December 31, 2018 Related party convertible promissory notes 83,333,333 83,333,333 Related Party Warrants 32,166,667 32,166,667 Convertible promissory notes 1,350,470,021 1,383,611,476 Warrants 81,161,000 81,161,000 Diluted shares outstanding 1,547,131,121 1,580,272,476 |
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 mezzanine equity. 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 Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Dilutive Shares Outstanding | The dilutive shares outstanding at March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Related party convertible promissory notes 83,333,333 83,333,333 Related Party Warrants 32,166,667 32,166,667 Convertible promissory notes 1,350,470,021 1,383,611,476 Warrants 81,161,000 81,161,000 Diluted shares outstanding 1,547,131,121 1,580,272,476 |
Finance Receivables (Tables)
Finance Receivables (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Financing Receivables | 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, 2019: Gross receivables sales $ 3,941,418 Deferred implied interest (1,925,189 ) Finance receivables, net 2,015,229 Less current portion of finance receivables, net (227,153 ) Finance receivables due after one year $ 1,789,076 |
Convertible Promissory Notes _2
Convertible Promissory Notes and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Convertible Promissory Note $ 3,887,519 $ 3,994,894 Less: debt discount (339,660 ) (612,940 ) Less: warrants (19,404 ) (21,752 ) Less: OID (9,750 ) (14,500 ) Total net carrying value $ 3,518,705 $ 3,345,702 |
Organization - Nature of Oper_2
Organization - Nature of Operations (Details Narrative) - USD ($) | Apr. 03, 2018 | Mar. 31, 2019 |
Enertrade Electric, LLC [Member] | ||
Issued and outstanding equity interests percentage | 87.37% | |
Zenergy Power and Gas, Inc [Member] | ||
Aggregate purchased interest value | $ 1,650,000 | |
Cash consideration for equity interests consummated | 500,000 | |
Debt principal amount | $ 1,150,000 | |
Minimum [Member] | ||
Percentage of reduction utility expenses | 20.00% | |
Maximum [Member] | ||
Percentage of reduction utility expenses | 60.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 0 | $ 26,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Dilutive Shares Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Diluted shares outstanding | 1,547,131,121 | 1,580,272,476 |
Related Party Convertible Promissory Notes [Member] | ||
Diluted shares outstanding | 83,333,333 | 83,333,333 |
Related Party Warrants [Member] | ||
Diluted shares outstanding | 32,166,667 | 32,166,667 |
Convertible Promissory Notes [Member] | ||
Diluted shares outstanding | 1,350,470,021 | 1,383,611,476 |
Warrants [Member] | ||
Diluted shares outstanding | 81,161,000 | 81,161,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (933,983) | $ (906,986) | $ (6,732,879) |
Accumulated deficit | (12,633,078) | (11,699,095) | |
Working capital deficit | (5,551,914) | $ (3,992,130) | |
Negative cash flow from continuing operating activity | $ (915,068) | $ (414,010) |
Finance Receivables - Schedule
Finance Receivables - Schedule of Financing Receivables (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Gross receivables sales | $ 3,941,418 | |
Deferred implied interest | (1,925,189) | |
Finance receivables, net | 2,015,229 | |
Less current portion of finance receivables, net | (227,153) | |
Finance receivables due after one year | $ 1,789,076 | $ 1,705,488 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 09, 2018 | Mar. 26, 2018 | Mar. 29, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt discount | |||||
Promissory Note Agreement [Member] | |||||
Debt discount | 9,538 | ||||
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 | 40,000 | |||
Accrued interest | 7,352 | 6,366 | |||
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 | ||||
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 | 600,000 | |||
Accrued interest | 29,761 | 29,966 | |||
November 2018 Promissory Note [Member] | Third Party [Member] | |||||
Debt face amount | $ 25,000 | ||||
Debt maturity date | Mar. 9, 2019 | ||||
Promissory note, principal balance | 25,000 | 25,000 | |||
Accrued interest | $ 2,500 | $ 2,500 | |||
Percentage of one-time financing fee | 10.00% |
Related Party Convertible Pro_2
Related Party Convertible Promissory Note (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Nov. 20, 2015 | |
Related party convertible promissory note gross | $ 260,000 | $ 260,000 | |
Line of credit maximum availability | 260,000 | 260,000 | |
Debt discount | |||
Related Party Convertible Promissory Note [Member] | |||
Debt instrument interest rate | 2.00% | ||
Accrued interest | $ 15,523 | $ 13,197 | |
Debt instrument effective interest rate | 2.00% | 2.00% | |
November 2015 Related Party Convertible Promissory Note [Member] | |||
Conversion price | $ 0.003 | ||
Debt beneficial conversion feature | $ 155,660 | ||
Related Party Convertible Promissory Note Holder [Member] | |||
Number of warrants issued during the period | 32,166,667 | ||
Warrants exercise price per share | $ 0.05 | ||
Warrant expiration date | November 2020 | ||
Fair value of warrants | $ 37,366 |
Convertible Promissory Notes _3
Convertible Promissory Notes and Warrants (Details Narrative) | Dec. 24, 2018USD ($)Number$ / shares | Sep. 27, 2018USD ($)shares | Sep. 04, 2018USD ($) | May 30, 2018USD ($)$ / shares | May 22, 2018USD ($)Number | May 14, 2018USD ($)$ / shares | May 03, 2018USD ($)$ / shares | Apr. 11, 2018USD ($)$ / shares | Apr. 02, 2018USD ($)$ / shares | Mar. 15, 2018USD ($)$ / shares | Mar. 05, 2018USD ($)$ / shares | Feb. 20, 2018USD ($)$ / shares | Feb. 06, 2018USD ($)$ / shares | Jan. 29, 2018USD ($)$ / shares | Jan. 12, 2018USD ($)$ / shares | 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 | Oct. 02, 2017USD ($)$ / sharesshares | Jul. 31, 2017USD ($)Number$ / sharesshares | Jul. 31, 2017USD ($)$ / sharesshares | Jul. 28, 2017USD ($)Number$ / sharesshares | Jun. 20, 2017USD ($)Number$ / sharesshares | Apr. 25, 2017USD ($)Number$ / sharesshares | Mar. 17, 2017USD ($)Number | Nov. 25, 2016USD ($)Number$ / sharesshares | Sep. 06, 2016USD ($)Number$ / sharesshares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares |
Debt discount | |||||||||||||||||||||||||||||||||
Repayment of convertible note | 3,000 | $ 107,500 | |||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | 705,000 | ||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 104,073 | $ 52,824 | |||||||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 1,897,584 | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||||||||
Accrued interest | $ 3,085 | ||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 807,416,667 | ||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 48,445 | ||||||||||||||||||||||||||||||||
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 | $ 67,328 | $ 59,930 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||
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 | $ 0 | $ 52,896 | |||||||||||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 6,000,000 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||||
Warrants expiration term | September 2018 | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 30,117 | 0 | 0 | ||||||||||||||||||||||||||||||
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 | 197,000 | 200,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 46,909 | $ 42,125 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||
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 | $ 0 | $ 55,561 | |||||||||||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 4,000,000 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||||
Warrants expiration term | November 2019 | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 13,409 | 0 | |||||||||||||||||||||||||||||||
March 15, 2017 Convertible Promissory Notes [Member] | Collision Capital, LLC [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||
Convertible promissory note due date | Mar. 15, 2018 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 50,000 | 50,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 13,583 | $ 12,104 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 50.00% | ||||||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 5 | ||||||||||||||||||||||||||||||||
Debt instrument description | Not less than three (3) days advance written notice ("Conversion Notice"), at any time or from time to time, six (6) months after the Closing, the Holder at its sole option, may convert the outstanding Principal Amount of this Note, or any portion of the Principal Amount hereof, and any accrued interest, in whole or in part, into shares of the common stock of the Company (the "Common Stock"). Any amount so converted will be converted into common stock of the Company at a price of 50% of the lowest closing price on the primary trading market on which the Company's Common Stock is quoted for the five (5) trading days immediately prior to but not including the Conversion Date ("Conversion Price"). | ||||||||||||||||||||||||||||||||
April 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 18,544 | |||||||||||||||||||||||||||||||
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 | $ 19,172 | $ 16,731 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.47% | 12.47% | |||||||||||||||||||||||||||||||
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 | $ 0 | ||||||||||||||||||||||||||||||||
Debt discount | $ 0 | 2,500 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 500,000 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||||
Warrants expiration term | April 2020 | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 632 | 421 | 389 | ||||||||||||||||||||||||||||||
Debt original issue discount | 7,500 | ||||||||||||||||||||||||||||||||
Debt outstanding original issue discount | 0 | ||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
June 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 65,666 | ||||||||||||||||||||||||||||||||
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 | $ 39,779 | $ 34,236 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 13.51% | 13.51% | |||||||||||||||||||||||||||||||
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 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
Debt discount | 0 | 9,350 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 500,000 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||
Warrants expiration term | June 2020 | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 6,665 | 2,778 | 3,333 | ||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 170,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 18,700 | ||||||||||||||||||||||||||||||||
Debt outstanding original issue discount | 0 | ||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
July 28, 2017 Convertible Promissory Note [Member] | Auctus Fund, LLC [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 200,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.04 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note [Member] | Auctus Fund, LLC [Member] | |||||||||||||||||||||||||||||||||
Convertible promissory note due date | Apr. 28, 2018 | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 82,432 | 82,432 | |||||||||||||||||||||||||||||||
Accrued interest | $ 15,221 | $ 10,343 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 26.08% | 26.08% | |||||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 136,699 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 1,577 | |||||||||||||||||||||||||||||||
Debt discount | 0 | 0 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 666,000 | ||||||||||||||||||||||||||||||||
Warrants expiration term | July 2022 | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 3,366 | 1,678 | 1,846 | ||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 195,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 5,000 | ||||||||||||||||||||||||||||||||
Debt outstanding original issue discount | 0 | ||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note One [Member] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 0 | 35,933 | |||||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note One [Member] | Morningview Financial, LLC [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 105,000 | $ 105,000 | |||||||||||||||||||||||||||||||
Convertible promissory note due date | Jul. 31, 2018 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 39,983 | 39,983 | |||||||||||||||||||||||||||||||
Accrued interest | $ 12,395 | $ 10,620 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 18.00% | 18.00% | |||||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.03 | $ 0.03 | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 70,000 | ||||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 2,158 | |||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 100,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 5,000 | ||||||||||||||||||||||||||||||||
Debt outstanding original issue discount | 0 | ||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note Two [Member] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 0 | 5,100 | |||||||||||||||||||||||||||||||
Debt discount | 0 | ||||||||||||||||||||||||||||||||
July 2017 Convertible Promissory Note Two [Member] | 2 Plus 2, LLC [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | $ 25,000 | |||||||||||||||||||||||||||||||
Convertible promissory note due date | Jul. 31, 2018 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | |||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 12,233 | 12,233 | |||||||||||||||||||||||||||||||
Accrued interest | $ 2,045 | $ 1,804 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 14.37% | 14.37% | |||||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 20,820 | ||||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 525 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 250,000 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||||||||||||||||||||||||
Warrants expiration term | July 2020 | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 4,180 | 732 | 897 | ||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 22,500 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 2,500 | ||||||||||||||||||||||||||||||||
Debt outstanding original issue discount | 0 | ||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
October 2, 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 12,650 | 50,600 | |||||||||||||||||||||||||||||||
Debt discount | 25,300 | 37,950 | |||||||||||||||||||||||||||||||
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 | 70,240 | 96,520 | |||||||||||||||||||||||||||||||
Accrued interest | $ 30,132 | $ 28,746 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 83.86% | 83.86% | |||||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.015 | ||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 101,200 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,500 | $ 7,500 | |||||||||||||||||||||||||||||||
Debt discount | 5,000 | $ 7,500 | |||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 200,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | $ 20,000 | ||||||||||||||||||||||||||||||||
October 2, 2017 Convertible Promissory Note [Member] | Visa Capital Investments, LLC [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 194,000,000 | 517,964,727 | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 26,280 | $ 123,480 | |||||||||||||||||||||||||||||||
October 2, 2017 Convertible Promissory Note [Member] | Visa Capital Investments, LLC [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 3,000,000 | ||||||||||||||||||||||||||||||||
December 13, 2017 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 84,029 | ||||||||||||||||||||||||||||||||
Debt discount | $ 0 | ||||||||||||||||||||||||||||||||
Debt conversion, 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. | ||||||||||||||||||||||||||||||||
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 | 51,752 | $ 78,401 | |||||||||||||||||||||||||||||||
Accrued interest | $ 16,082 | $ 14,551 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 60.00% | ||||||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 20 | ||||||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.00001 | ||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 91,667 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 4,000 | |||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 125,000 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 12,500 | ||||||||||||||||||||||||||||||||
Debt outstanding original issue discount | $ 0 | ||||||||||||||||||||||||||||||||
December 13, 2017 Convertible Promissory Note [Member] | EMA Financial, LLC [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares | shares | 652,167,900 | ||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, amount | $ 26,650 | ||||||||||||||||||||||||||||||||
2017 Convertible Promissory Notes [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 1,092,500 | $ 1,092,500 | |||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Accrued interest | $ 155,755 | $ 123,429 | |||||||||||||||||||||||||||||||
Convertible Promissory Note One [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | $ 25,000 | ||||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 22,417 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Convertible Promissory Note Two [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | $ 25,000 | ||||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 22,417 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 22,417 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 18,250 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 150,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 20,833 | $ 116,667 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 20,833 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 150,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 20,833 | $ 116,667 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 20,833 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 30,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 3,750 | $ 23,750 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 3,750 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 100,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 20,833 | $ 70,833 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 20,833 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 16.94% | 16.94% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 115,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 28,750 | $ 71,250 | |||||||||||||||||||||||||||||||
Debt discount | $ 5,417 | $ 34,167 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 14.86% | 14.86% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 75,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 18,750 | $ 47,917 | |||||||||||||||||||||||||||||||
Debt discount | $ 2,083 | $ 20,833 | |||||||||||||||||||||||||||||||
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 instrument effective interest rate | 13.41% | 13.41% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 60,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 15,000 | $ 39,167 | |||||||||||||||||||||||||||||||
Debt discount | $ 833 | $ 15,833 | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Convertible Promissory Note Twelve [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 75,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 75,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 18,750 | $ 56,250 | |||||||||||||||||||||||||||||||
Debt discount | $ 0 | $ 18,750 | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Convertible Promissory Note Thirteen [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 75,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 12,500 | $ 37,500 | |||||||||||||||||||||||||||||||
Debt discount | 0 | 12,500 | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Convertible Promissory Note Fourteen [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 | 18,750 | 50,000 | |||||||||||||||||||||||||||||||
Debt discount | $ 6,250 | $ 25,000 | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Convertible Promissory Note Fifteen [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 75,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 21.09% | 21.09% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 75,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 18,750 | $ 50,000 | |||||||||||||||||||||||||||||||
Debt discount | $ 6,250 | $ 25,000 | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Convertible Promissory Note Sixteen [Member] | RB Capital Partners, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 21.09% | 21.09% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 50,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 12,500 | $ 29,167 | |||||||||||||||||||||||||||||||
Debt discount | 8,333 | 20,833 | |||||||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
May 2018 Convertible Promissory Note [Member] | Power Up Lending Group Ltd [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 45,000 | ||||||||||||||||||||||||||||||||
Convertible promissory note due date | Mar. 1, 2019 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 24,880 | 73,325 | |||||||||||||||||||||||||||||||
Accrued interest | $ 4,447 | $ 4,447 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 180 | ||||||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.011 | ||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 30,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 3,750 | $ 26,250 | |||||||||||||||||||||||||||||||
Debt discount | $ 3,750 | ||||||||||||||||||||||||||||||||
Equity interest, Percentage | 4.99% | ||||||||||||||||||||||||||||||||
Debt conversion, description | 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 Borrower's 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. | ||||||||||||||||||||||||||||||||
April 2018 Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||
Debt discount | 0 | $ 3,750 | |||||||||||||||||||||||||||||||
September 4, 2018 Convertible Promissory Note [Member] | 2 Plus 2, LLC [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 25,000 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 25,000 | 25,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 1,107 | $ 614 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 154.95% | 154.95% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 16,211 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 625 | $ 2,500 | |||||||||||||||||||||||||||||||
Debt discount | 10,807 | 6,754 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 12,500,000 | ||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.035 | $ 0.035 | |||||||||||||||||||||||||||||||
Fair value of warrants | 7,081 | 7,813 | |||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 22,500 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 1,667 | 1,042 | |||||||||||||||||||||||||||||||
September 27, 2018 Convertible Promissory Note [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 75,000 | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 75,000 | 75,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 4,385 | $ 2,906 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 94.45% | 94.45% | |||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 58,369 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,625 | $ 2,167 | |||||||||||||||||||||||||||||||
Number of warrants issued during the period | shares | 37,500,000 | ||||||||||||||||||||||||||||||||
Fair value of warrants | 6,745 | 7,441 | |||||||||||||||||||||||||||||||
Convertible promissory notes, purchase price | $ 67,500 | ||||||||||||||||||||||||||||||||
Debt original issue discount | 7,500 | ||||||||||||||||||||||||||||||||
December 2018, Convertible Promissory Note [Member] | TCA Global Credit Master Fund, LP [Member] | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 1,600,000 | ||||||||||||||||||||||||||||||||
Convertible promissory note due date | Jun. 24, 2021 | ||||||||||||||||||||||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||||||||||||||||||||||
Convertible promissory notes outstanding | 1,600,000 | 1,600,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 0 | $ 3,200 | |||||||||||||||||||||||||||||||
Debt instrument effective interest rate | 30.88% | 30.88% | |||||||||||||||||||||||||||||||
Debt instrument, convertible stock price percentage | 85.00% | ||||||||||||||||||||||||||||||||
Convertible, consecutive trading days | Number | 5 | ||||||||||||||||||||||||||||||||
Maximum debt conversion price per share | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 282,353 | ||||||||||||||||||||||||||||||||
Debt discount | $ 254,118 | $ 282,353 |
Convertible Promissory Notes _4
Convertible Promissory Notes and Warrants - Schedule of Carrying Value of Convertible Promissory Notes (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Less: debt discount | ||
Convertible Promissory Notes [Member] | ||
Convertible Promissory Note | 3,887,519 | 3,994,894 |
Less: debt discount | (339,660) | (612,940) |
Less:warrants | (19,404) | (21,752) |
Less: OID | (9,750) | (14,500) |
Total net carrying value | $ 3,518,705 | $ 3,345,702 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes, federal |
Shareholder Deficit (Details Na
Shareholder Deficit (Details Narrative) - USD ($) | Mar. 19, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Convertible note conversion, value | $ 104,073 | $ 52,824 | ||
Class B Common Stock [Member] | ||||
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 | ||
Class A Common Stock [Member] | ||||
Common stock, shares authorized | 5,200,000,000 | 6,800,000,000 | 6,800,000,000 | |
Common stock, shares issued | 3,754,909,253 | |||
Common stock, shares outstanding | 3,754,909,253 | |||
Debt conversion, outstanding principal amount | 1,897,584 | |||
Chief Executive Officer [Member] | Class B Common Stock [Member] | ||||
Equity ownership percentage | 100.00% | |||
Chief Executive Officer [Member] | Chairman of the Board [Member] | ||||
Number of shares transferred due to resignation | 5,000,000 | |||
Convertible Note Holders [Member] | ||||
Convertible note conversion, value | $ 101,375 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Convertible Promissory Note [Member] | Apr. 01, 2019USD ($) |
Debt instrument face amount | $ 347,463 |
Debt instrument maturity date | Jun. 24, 2021 |
Debt interest rate | 12.00% |