Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jul. 19, 2019 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | TransBiotec, Inc. | ||
Entity Central Index Key | 0001425627 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2018 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Common Stock Shares Outstanding | 152,205,625 | ||
Entity Public Float | $ 747,676 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 89 | $ 142 |
Prepaid expenses | 12,991 | 3,006 |
Total current assets | 13,080 | 3,148 |
Total Assets | 13,080 | 3,148 |
Current liabilities | ||
Accounts payable | 191,714 | 270,851 |
Accrued expenses | 421,000 | 493,164 |
Accrued interest payable | 537,118 | 382,302 |
Related party payables | 1,423,984 | 1,026,819 |
Stock subscriptions payable | 1,271 | |
Notes payable - current - related parties * Includes unamortized debt issuance costs related to detached warrants of $8,074 and $19,969 at December 31, 2018 and December 31, 2017, respectively | 697,770 | 630,575 |
Notes payable - current - non related parties * Includes unamortized beneficial conversion features related to convertible notes of $5,920 and none at December 31,2018 and December 31, 2017, respectively | 163,654 | 163,574 |
Total current liabilties | 3,436,511 | 2,967,285 |
Total Liabilities | 3,436,511 | 2,967,285 |
Stockholders' Deficit | ||
Preferred stock, $0.00001 par value; 22,000,000 shares authorized, No shares issued or outstanding as of December 31, 2018 and December 31, 2017 | ||
Common stock, $0.00001 par value; 800,000,000 shares authorized; 116,751,078 and 109,409,930 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 1,172 | 1,096 |
Additional paid-in capital | 14,887,804 | 14,785,051 |
Accumulated deficit | (18,262,136) | (17,703,171) |
Total TransBiotec, Inc. stockholders' deficit | (3,373,146) | (2,917,010) |
Noncontrolling interest | (50,285) | (47,127) |
Total Stockholders' Deficit | (3,423,431) | (2,964,137) |
Total Liabilities and Stockholders' Deficit | 13,080 | 3,148 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, $0.00001 par value; 22,000,000 shares authorized, No shares issued or outstanding as of December 31, 2018 and December 31, 2017 | $ 14 | $ 14 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' Deficit | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 22,000,000 | 22,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 800,000,000 | |
Common stock, shares issued | 116,751,078 | 109,409,930 |
Common stock, shares outstanding | 116,751,078 | 109,409,930 |
Current liabilities | ||
Notes payable current - related parties, unamortized debt issuance costs | $ 8,074 | $ 19,969 |
Notes payable current - non related parties, beneficial conversion features related to convertible notes | $ 5,920 | $ 0 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 1,388,575 | 1,388,575 |
Preferred stock, shares outstanding | 1,388,575 | 1,388,575 |
Current liabilities | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | ||
Operating expenses: | ||
General and administrative | 298,951 | 313,094 |
Total operating expenses | 298,951 | 313,094 |
Loss from operations | (298,951) | (313,094) |
Other income (expense): | ||
Loss on fair value adjustment - derivatives | (12,023) | |
Interest expense | (263,092) | (317,194) |
Amortization of interest- beneficial conversion feature | (80) | |
Total other income (expense) | (263,172) | (329,217) |
Loss before provision for income taxes | (562,123) | (642,311) |
Net loss | (562,123) | (642,311) |
Net loss attributable to noncontrolling interest | 3,158 | 3,226 |
Net loss attributable to TransBioTec, Inc. | $ (558,965) | $ (639,085) |
Net loss per share | ||
(Basic and fully diluted) | $ (0.005) | $ (0.007) |
Weighted average number of common shares outstanding | 114,542,302 | 97,823,538 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock Shares | Preferred Stock Shares | Additional Paid-in Capital | Accumulated Deficit | Stockholders Deficit - TransBiotec Inc | Noncontrolling Interest |
Beginning Balance, shares at Jan. 01, 2016 | 67,751,068 | ||||||
Beginning Balance, Amount at Jan. 01, 2016 | $ (3,011,880) | $ 677 | $ 14,095,430 | $ (17,064,086) | $ (2,967,979) | $ (43,901) | |
Common stock issued for cash, shares | 7,202,679 | ||||||
Common stock issued for cash, Amount | 60,200 | $ 72 | 60,128 | 60,200 | |||
Common stock issued due to options exercise, shares | 32,248,932 | ||||||
Common stock issued due to options exercise, Amount | 112,871 | $ 323 | 112,548 | 112,871 | |||
Common stock issued to settle related party payable, shares | 2,151,417 | ||||||
Common stock issued to settle related party payable, Amount | 11,516 | $ 23 | 11,493 | 11,516 | |||
Common stock issued to settle non-related party debt, shares | 55,834 | ||||||
Common stock issued to settle non-related party debt, Amount | 18,067 | $ 1 | 18,066 | 18,067 | |||
Preferred stock issued for debt, shares | 1,388,575 | ||||||
Preferred stock issued for debt, Amount | 14 | $ 14 | 14 | ||||
Paid-in capital - fair value of stock warrants granted, Amount | 19,969 | 19,969 | 19,969 | ||||
Paid-in capital - stock warrants amortization, Amount | 86,955 | 86,955 | 86,955 | ||||
Paid-in capital - fair value of stock compensation, Amount | 6,290 | 6,290 | 6,290 | ||||
Paid-in capital - gain on related party debt conversion, Amount | 182,111 | 182,111 | 182,111 | ||||
Paid-in capital - reclassification of common share equivalents to derivative liabilities, Amount | (312,202) | (312,202) | (312,202) | ||||
Paid-in capital - reclassification of derivative liabilities to common share equivalents, Amount | 504,263 | 504,263 | 504,263 | ||||
Net loss for the year | (642,311) | (639,085) | (639,085) | (3,226) | |||
Ending Balance, shares at Dec. 31, 2017 | 109,409,930 | 1,388,575 | |||||
Beginning Balance, Amount at Dec. 31, 2017 | (2,964,137) | $ 1,096 | $ 14 | 14,785,051 | (17,703,171) | (2,917,010) | (47,127) |
Common stock issued due to options exercise, shares | 450,000 | ||||||
Common stock issued due to options exercise, Amount | 4,500 | $ 5 | 4,495 | 4,500 | |||
Common stock issued to settle related party payable, shares | 91,148 | ||||||
Common stock issued to settle related party payable, Amount | 428 | $ 1 | 427 | 428 | |||
Paid-in capital - fair value of stock warrants granted, Amount | 29,701 | 29,701 | 29,701 | ||||
Common stock issued for services,shares | 6,000,000 | ||||||
Common stock issued for services, Amount | 25,800 | $ 61 | 25,739 | 25,800 | |||
Common stock issued for compensation,shares | 800,000 | ||||||
Common stock issued for compensation, Amount | 8,000 | $ 9 | 7,991 | 8,000 | |||
Paid-in capital - gain on related party debt conversion, Amount | 28,400 | 28,400 | 28,400 | ||||
Net loss for the year | (562,123) | (558,965) | (558,965) | (3,158) | |||
Paid-in capital - beneficial conversion feature | 6,000 | 6,000 | 6,000 | ||||
Ending Balance, shares at Dec. 31, 2018 | 116,751,078 | 1,388,575 | |||||
Beginning Balance, Amount at Dec. 31, 2018 | $ (3,423,431) | $ 1,172 | $ 14 | $ 14,887,804 | $ (18,262,136) | $ (3,373,146) | $ (50,285) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities | ||
Net loss | $ (558,965) | $ (639,085) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Change in fair value of derivative liability | 12,023 | |
Amortization of interest - beneficial conversion feature | 80 | |
Stock options expense | 4,500 | |
Stock warrants expense | 41,596 | 86,955 |
Stock-based compensation | 20,808 | 6,290 |
Changes in assets and liabilities: | ||
Prepaid expenses | 3,006 | (3,006) |
Accounts payable | (79,137) | (78,998) |
Accrued expenses | (75,322) | 226,905 |
Accrued interest payable | 154,816 | 117,667 |
Related party payables | 425,994 | 97,176 |
Stock subscriptions payable | 1,271 | 11,516 |
Net cash used in operating activities | (61,353) | (162,557) |
Financing Activities: | ||
Proceeds from shares issuances - related parties | 25,000 | |
Proceeds from shares issuances - non-related parties | 25,200 | |
Proceeds from notes payable - related parties | 55,300 | 98,194 |
Proceeds from notes payable - non-related parties | 6,000 | |
Net cash provided by financing activities | 61,300 | 148,394 |
Net Change In Cash | (53) | (14,163) |
Cash At The Beginning Of The Period | 142 | 14,305 |
Cash At The End Of The Period | 89 | 142 |
Schedule Of Non-Cash Investing And Financing Activities: | ||
Debt converted to capital | 130,952 | |
Related party payables converted to capital | 28,829 | 193,627 |
Reclassification of derivative liabilities to paid-in capital | 504,263 | |
Reclassification of paid-in capital to derivative liabilties | 312,202 | |
Intrinsic value - beneficial conversion feature | 6,000 | |
Fair value of stock warrants granted | 29,701 | 19,969 |
Research & development prepaid expenses with common shares | $ 25,800 | |
Shares issued for cash received in prior year(s) | 10,000 | |
Supplemental Disclosure: | ||
Cash paid for interest | $ 3,750 | |
Cash paid for income taxes |
ORGANIZATION, OPERATIONS AND SU
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | TransBiotec, Inc. (TransBiotec DE), formerly Imagine Media LTD., was incorporated August, 2007 in the State of Delaware. A corporation also named TransBiotec, Inc. (TransBiotec CA) was formed in the state of California July 4, 2004. Effective September 19, 2011 TransBiotec - DE was acquired by TransBiotec - CA in a transaction classified as a reverse acquisition as the shareholders of TransBiotec - CA retained the majority of the outstanding common stock of TransBiotec - DE after the share exchange. The financial statements represent the activity of TransBiotec - CA from July 4, 2004 forward, and the consolidated activity of TransBiotec - DE and TransBiotec - CA from September 19, 2011 forward. TransBiotec - DE and TransBiotec - CA are hereinafter referred to collectively as the "Company" or We. The Company has developed and plans to market and sell a non-invasive alcohol sensing system which includes an ignition interlock. The Company has not generated any revenues from its operations. Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) as promulgated in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for the presentation of annual financial information. In managements opinion, the audited consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position for the years ended December 31, 2018 and December 31, 2017, and results of operations and cash flows for the years ended December 31, 2018 and December 31, 2017. Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of the Company and its majority owned subsidiary, TransBiotec-CA. We have eliminated all intercompany transactions and balances between entities consolidated in these audited financial statements. Use of Estimates The preparation of audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, such estimates were made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company does not have any cash equivalents as of December 31, 2018 and December 31, 2017. Income Tax The Company accounts for income taxes pursuant to Accounting Standards Codification (ASC) 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not recorded any deferred tax assets or liabilities at December 31, 2018 and December 31, 2017, respectively. Net Loss Per Share The basic and fully diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding. Financial Instruments Pursuant to ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments Level Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist primarily of cash, accounts payable, accrued expenses, notes payable, related party payables, convertible debentures, and other payables. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no assets and liabilities that were measured and recognized at fair value on a recurring basis as of December 31, 2018 and December 31, 2017, respectively. Beneficial Conversion Features From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. Derivative Instruments The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in fair value are recorded in the consolidated statement of operations under other income (expense). The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. For stock-based derivative financial instruments, the Company uses a weighted average Black-Sholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. During the year ended December 31, 2016, the Company determined approximately 11,127,182 stock warrants and 2,225,000 stock options granted for common shares, notes payable convertible into 22,137,880 common shares, and a shares purchase of 3,571,429 common shares, that totaled 38,455,430 common shares were in excess of the Companys authorized amount of 100,000,000 shares and were therefore accounted for at fair value under ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates ranging between 0.10% - 1.06%, dividend yield of 0%, expected life of 1 year, volatility between 134% - 408%. Utilizing Level 3 Inputs, the Company recorded fair market value adjustments for the 38,455,430 common shares over the Companys 100,000,000 authorized shares amount. On March 28, 2017, the Company filed a preliminary information statement (Schedule PRE 14C) with the SEC, reporting that stockholders of the Company owning a majority of the Companys outstanding voting securities have approved the following action (the Action) by written consent dated March 10, 2017, in lieu of a special meeting of stockholders. The SEC had 10 days from the March 28, 2017 filing date to comment on the Information Statement. Since the Company did not receive any comments on the Information Statement from the SEC within the 10-day period, the Company then filed a definitive information statement (Schedule DEF 14C) with the SEC on April 21, 2017 and mailed it on April 26, 2017 to all shareholders of record as of March 27, 2017 (as identified in the certified shareholders list received from the Companys transfer agent). To complete the action, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware on May 25, 2017, which increased the Companys authorized shares from 100,000,000 shares to 800,000,000 shares. The Company then reduced this derivative liability to zero and recorded a fair value adjustment loss on derivatives of $12,023 during the year ended December 31, 2017. There was no derivative liability and no fair value adjustments on derivatives during the year ended December 31, 2018. Stock-based Compensation Stock-based compensation cost to employees is measured by the Company at the grant date based on the fair value of the award and over the requisite service period under ASC718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC 505-50 Equity-Based Payments to Non-Employees. Minority Interest (Noncontrolling Interest) A subsidiary of the Company has minority members representing ownership interests of 1.38% at December 31, 2018 and December 31, 2017. The Company accounts for these minority, or noncontrolling interests, pursuant to ASC 810-10-65 whereby gains and losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance. Research and Development The Company accounts for its research and development costs pursuant to ASC 730, whereby it requires the Company to disclose the amounts of costs for company and customer-sponsored research and development activities, if material. Research and development costs are expensed as incurred. The Company incurred research and development costs as it acquired new knowledge to bring about significant improvements in the functionality and design of its SOBR product. Research and development costs were $8,855 and none during the year ended December 31, 2018 and December 31, 2017, respectively. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. New Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases, which establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has decided to adopt this new standard; however, the Company currently has no leases that require reclassification during the year ended December 31, 2018. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, clarifies Topic 718, Compensation Stock Compensation In July 2017, the FASB issued ASU-2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Noncontrolling Interests of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The first part of this update addresses the complexity of accounting for certain financial instruments with down round features and the second part addresses the complexity of distinguishing equity from liabilities. The guidance is applicable to public business entities for fiscal years beginning after December 15, 2018 and interim periods within those years. The Company has decided to adopt this standard; however, during the year ended 2018, the Company had no liabilities that contained down round features (features with certain equity linked instruments, or embedded features, that result in the strike price being reduced on the basis of the pricing of future equity offerings) on its balance sheet. In March 2018, the FASB issued ASU 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendments in this update provide guidance on when to record and disclose provisional amounts for certain income tax effects of the Tax Cuts and Jobs Act ("Tax Reform Act"). The amendments also require any provisional amounts or subsequent adjustments to be included in net income from continuing operations. Additionally, this ASU discusses required disclosures that an entity must make with regard to the Tax Reform Act. This ASU is effective immediately as new information is available to adjust provisional amounts that were previously recorded. The Company has decided to adopt this new standard; however, the Company currently has no revenue and only net operating loss carryforwards that result in a tax benefit during the year ended December 31, 2018. The Company also has no deferred tax assets (offset in full by a valuation allowance) or tax liabilities on its balance sheet during the year ended December 31, 2018. In June 2018, the FASB issued ASU 2018-07, CompensationStock Compensation: Improvements to Nonemployee Share-Based Payment Accounting. This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, CompensationStock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. The standard will be applied in a retrospective approach for each period presented. The Company has adopted this standard for the year ended December 31, 2018. The Company made no share-based payments to non-employees for services rendered or goods received during the year ended December 31, 2018. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
GOING CONCERN | |
NOTE 2. GOING CONCERN | The Company has suffered recurring losses from operations and has a working capital deficit and stockholders' deficit, and in all likelihood, will be required to make significant future expenditures in connection with continuing marketing efforts along with general and administrative expenses. As of December 31, 2018, the accumulated deficit is $18,262,136, a cash balance of $89, carrying loans of principal and interest in default totaling $1,262,808, current notes payable and interest of $1,346,718 and cash outflows from operating activities of $61,353. These principal conditions or events, considered in the aggregate, indicate it is probable that the entity will be unable to meet its obligations as they become due within one year after the date the financial statements are issued. As such, there is substantial doubt about the entitys ability to continue as a going concern. On May 25, 2017, the Company increased their number of unauthorized shares from 100,000,000 to 800,000,000 as they hope to raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or others, and debt restructure (conversion of debt to equity). By doing so, the Company further hopes to generate revenues from sales of its alcohol sensing and ignition lock systems. The Company is currently engaged in talks with potential sales reps, funding sources, and manufacturers. The Company is also considering opportunities to create synergy with its SOBR product. On October 29, 2018, The Company entered into a non-binding Letter of Intent (LOI) with First Capital Holdings, LLC (FCH). The LOI sets forth the terms under which the Company could potentially acquire certain assets related to robotics equipment from FCH in exchange for shares of their common stock equal to 60% of our then outstanding common stock on a fully-diluted basis. The LOI is non-binding and subject to various conditions that must be met in order for the parties to close the transaction, including, but not limited to, (i) the Company being current in its reporting requirements under the Securities Exchange Act of 1934, as amended, (ii) the Company completing a reverse stock split of its common stock such that approximately 8,000,000 shares will be outstanding immediately prior to closing the transaction with no convertible instruments other than as set forth herein, (iii) the Company having no more than $125,000 in outstanding debt, all in the form of convertible notes that mature in two years post-closing and are convertible into shares of TransBiotec common stock at $2.00 per share; (iv) FCH completing any necessary audits and reviews of the financial statements related to the assets by a PCAOB-approved independent registered accounting firm, and (v) the parties executing definitive documents related to the potential transaction. On March 6, 2019, the parties entered into an amendment No. 1 to the LOI in order to extend certain dates in the LOI namely : (i) the date for the parties to complete initial due diligence was moved to March 29, 2018 (ii) the date for the parties to execute definitive agreements related to the transaction was moved to May 6, 2019, and (iii) the date to close the transaction was tentatively moved to August 31, 2019 (the Amendment No.1). On May 6, 2019, TransBiotec, Inc. (The Company or TransBiotec and Buyer) entered into an asset purchase agreement with IDTEC, LLC (Seller) in which TransBiotec agreed to acquire the Sellers rights, title and interest to and in certain assets. The aggregate purchase price for the purchased assets shall be 12 million (12,000,000) restricted shares of the $0.00001 par value common stock of the Buyer; provided that the total number of shares of TransBiotecs $0.00001 par value common stock issued and outstanding following a specified closing date of June 30, 2019 shall not exceed 20 million (20,000,000) shares (on a fully dilated basis). Management believes actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern; however, these plans are speculative at this time, and no formal documentation of these plans, nor approvals of such plans, have occurred on or before December 31, 2018. As such, substantial doubt about the entitys ability to continue as a going concern has not been alleviated as of December 31, 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
RELATED PARTY TRANSACTIONS | |
NOTE 3. RELATED PARTY TRANSACTIONS | In May 2011, the Company entered into an employment agreement with Mr. Bennington which expired on December 31, 2017. The employment agreement provided that the Company would pay Mr. Bennington a salary of $120,000 during the first year of the agreement, $156,000 during the second year of the agreement, $172,000 during the third year of the agreement, $190,000 during the fourth year of the agreement and $208,000 during the fifth year of the agreement. Since the Company was unable to compensate him as stipulated per the agreement, Mr. Bennington agreed to drop his yearly compensation, and resulting yearly accrual, to $120,000 per year with no yearly increases as stipulated in years 2 through 5. In September 2016, before the expiration of Mr. Benningtons contract, the Company appointed Ivan Braiker as its sole CEO, and Mr. Bennington subsequently took a role as a member of the Board of Directors at a monthly rate of $5,000. In connection with his appointment, Mr. Braiker entered into a letter agreement with the Company, under which he accrued a monthly retainer of $7,500, to be paid only if the Company successfully closed financing of at least $200,000. Mr. Braiker was also granted options to purchase 1,500,000 shares of common stock at an exercise price of $0.0045 per share at a fair value of $6,290. In an act of good faith by the Company, Mr. Braiker was paid $15,000 in 2017 in relation to his letter agreement. Effective with his resignation on December 31, 2017, the Company did not owe, accrue for or pay Mr. Braiker any further compensation as he was unable to secure financing of $200,000 for the Company as stipulated per the letter agreement. Mr. Braiker was not compensated for his services as a member of our Board of Directors. As of December 31, 2018, and December 31, 2017, the Company had payables due to officers for accrued compensation and services of $474,156 and $474,156, respectively, recorded as related party payables on the consolidated balance sheets. Due to cash flow constraints, the Company has experienced difficulty in compensating our directors for their service in their capacity as directors; therefore, such directors may receive stock options to purchase common shares as awarded by our Board of Directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with business related travel and attendance at meetings of our Board of Directors. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. On December 3, 2014, Lanphere Law Group, a related party and the Companys largest shareholder, entered into an agreement with the Company to convert 50% of its outstanding accounts payable of $428,668 to a note payable. This note payable represents the one half balance in the amount of $214,334 of attorney fees and costs owed up until October 31, 2014. This agreement further provided that the remaining 50% of unpaid legal fees in accounts payable were to be paid and retained as a current payable. In addition, 50% of the attorney fees and costs incurred starting from November 1, 2014 are to be converted on a monthly basis to common stock at a price of $0.09 per share until the accounts payable balance for attorney fees is paid current. These payables were for legal expenses and were previously recorded to general and administrative expense as incurred. The Company has recorded to equity, on a cumulative basis. a total related party gain connected to these conversions during the year ended December 31, 2018 and the year ended December 31, 2017 of $210,511 and $182,111, respectively. Per this agreement as of December 31, 2018 and December 31, 2017, on a cumulative basis, approximately $201,831 of related party payables was converted into 2,242,565 common shares and $193,627 was converted into 2,151,417 common shares, respectively. The Company has a stock subscription payable due to Lanphere Law Group as of December 31, 2018 of $1,271 convertible into 243,273 of its common shares, and none as of December 31, 2017. On July 1, 2015, the Company amended the December 3, 2014 note payable agreement with Lanphere Law Group, a related party and the Companys largest shareholder, which forgave $108,000 of the note payables principal balance. This debt forgiveness brought down the original principal balance on the note of $214,334 to a new principal balance of $106,335, and a related party gain of $108,000 was recorded to additional paid-in capital. This amendment also extended the note payables due date to December 2, 2015; however, this note is currently in default. On March 8, 2017, Lanphere Law Group, a related party and the Companys largest shareholder, irrevocably elected to exercise warrants in order to acquire 32,248,932 shares of the Companys common stock in exchange for an aggregate exercise price of $112,871, which was used for the deduction of $74,672 of principal and $38,199 of accrued interest related to the December 3, 2014 note payable agreement with Lanphere Law Group. The principal balance of the note after the debt deduction was $31,662. At December 31, 2018 and December 31, 2017, the principal balance of this note was $31,662 and $31,662, respectively. At December 31, 2018 and December 31, 2017, the accrued interest on this note was $5,539 and $3,168, respectively. The forgiveness of the note payable principal of $74,672 was recorded to equity and the $38,199 of related accrued interest was recorded to equity. After this exercise, Lanphere Law Group still owns warrants to acquire an additional 10,818,583 shares of our common stock. The Company entered into a lease agreement with Lanphere Law Group, a related party and the Companys largest shareholder, whereas the Company is the tenant and is paying monthly rent of $4,100. The term of this operating lease runs from July 1, 2015 to June 30, 2019. As of July 1, 2019, the Company leases the same office space on a month to month basis. Rent expense, including CAM charges, for the year ended December 31, 2018 and December 31, 2017 of $52,420 and $52,420 was recorded to general and administrative expense, respectively. On April 30, 2018, Daljit Khangura, a related party, irrevocably elected to exercise options in order to acquire 450,000 shares of the Companys common stock in exchange for an aggregate exercise price of $4,500, which was used as stock compensation for consulting services provided as a member of the Board of Directors. Mr. Khangura was issued an additional 50,000 shares of the Companys common stock with a value of $500, which was also used as stock compensation for consulting services provided as a member of the Board of Directors. On April 30, 2018, the Company converted $7,500 to Nick Noceti, a related party, for executive compensation into 750,000 issued shares of common stock at $0.01 per share. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
NOTES PAYABLE | |
NOTE 4. NOTES PAYABLE | RELATED PARTIES The Company has certain convertible notes payable to related parties that have a principal balance of $91,000 and $91,000 as of December 31, 2018 and December 31, 2017, respectively. These notes carry interest rates ranging from 7% - 9% and have due dates ranging from 1/23/2014 - 4/8/2015. All notes are currently in default and carry a default interest rate of 10%. These notes carry conversion prices ranging from $0.0072 - $0.0800 per share. The Company evaluated these convertible notes and determined that, for the embedded conversion option, there was a beneficial conversion value to record. The beneficial conversion feature was amortized over the life of the notes, one year, and was fully amortized at December 31, 2018 and December 31, 2017. No beneficial conversion feature expense was incurred during the year ended December 31, 2018 and December 31, 2017. The Company has certain non-convertible notes payable to related parties that have a principal balance of $343,700 and $343,700 as of December 31, 2018 and December 31, 2017, respectively. These notes carry interest rates ranging from 0% - 10% and have due dates ranging from 8/03/2012 - 7/23/2016. All notes are currently in default and carry a default interest rate of 10%. The Company has certain notes payable with detached free-standing warrants to related parties that have a principal balance of $271,144 and $215,844 as of December 31, 2018 and December 31, 2017, respectively. These notes carry interest rates ranging from 7% - 10% and have due dates ranging from 8/05/2015 - 04/17/2019. Twenty-one of these notes, carrying a total principal balance of $215,844, are currently in default and carry a default interest rate of 10%. The exercise price for each note payable detached free-standing warrant ranges from $0.0042 - $0.0160. As of December 31, 2018 and December 31, 2017, these notes carried outstanding detached free-standing warrants of 24,003,003 and 16,070,611, respectively. The unamortized discount related to these warrants at December 31, 2018 and December 31, 2017 was $8,074 and $19,969, respectively. During the year ended December 31, 2018 and December 31, 2017, stock warrant amortization expense recorded to interest expense was $41,596 and $86,955, respectively. The reason for the decrease in stock warrants expense was directly related to a decrease in funds borrowed. The fair market value of stock warrants granted during the year ended December 31, 2018 and 2017 was $29,701 and $19,969, respectively. The fair market value of the outstanding stock warrants was calculated utilizing the Black-Sholes method using the following assumptions: risk free rates ranging between 1.03% - 2.68%, dividend yield of 0%, expected life of 5 years, volatility between 135% - 177%. Total interest expense for related party notes was $80,753 and $71,691 for the year ended December 31, 2018 and December 31, 2017, respectively. December 31, 2018 December 31, 2017 Convertible Notes Payable $ 91,000 $ 91,000 Conventional Non-Convertible Notes Payable 343,700 343,700 Notes Payable with Detached Free-standing Warrants 271,144 215,844 Unamortized Discount (8,074 ) (19,969 ) Net Related Party Notes Payable $ 697,770 $ 630,575 NON- RELATED PARTIES The Company has certain convertible notes payable to non-related parties that have a principal balance of $143,136 and $137,136 as of December 31, 2018 and December 31, 2017, respectively. These notes carry interest rates ranging from 5% - 30% and have due dates ranging from 2/08/2012 - 5/23/2019. Fifteen of these notes, carrying a total principal balance of $137,136, are currently in default and carry a default interest rate of 10%. These notes carry conversion prices ranging from $0.0017- $0.3235688 per share. The Company evaluated these convertible notes and determined that, for the embedded conversion option, there was a beneficial conversion value to record. Unamortized beneficial conversion feature related to these notes was $5,920 and none as of December 31, 2018 and December 31, 2017, respectively. Beneficial conversion feature expense incurred was $80 and none during the year ended December 31, 2018 and December 31, 2017, respectively. The Company has certain non-convertible notes payable to non-related parties that have a principal balance of $21,438 and $21,438 as of December 31, 2018 and December 31, 2017, respectively. These notes carry interest rates ranging from 9% - 18% and have due dates ranging from 1/31/2013 - 11/11/2015. All notes are currently in default and carry a default interest rate of 10%. The Company has a note payable with detached free-standing warrants to a non-related party that has a principal balance of $5,000 and $5,000 as of December 31, 2018 and December 31, 2017, respectively. This note carries an interest rate of 10% and had a due date of 9/11/2014. This note is currently in default. The exercise price for the attached warrants is $0.019 for a total amount of 50,000 common shares. At December 31, 2018 and December 31, 2017, this note carried outstanding detached free-standing warrants of 50,000 and 50,000, respectively. There was no unamortized discount related to these warrants as of December 31, 2018 and December 31, 2017, and no stock warrant amortization expense was recorded to interest expense during the year ended December 31, 2018 and December 31, 2017. Total interest expense for non-related party notes was $50,235 and $45,730 for the year ended December 31, 2018 and December 31, 2017, respectively. December 31, 2018 December 31, 2017 Convertible Notes Payable $ 143,136 $ 137,136 Conventional Non-Convertible Notes Payable 21,438 21,438 Notes Payable with Detached Free-standing Warrants 5,000 5,000 Unamortized Beneficial Conversion Feature (5,920 ) - Net Non-Related Party Notes Payable $ 163,654 $ 163,574 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
NOTE 5. INCOME TAXES | Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. At December 31, 2018 and 2017 the Company has net operating loss carry forwards of approximately $8,713,000 and $8,196,000, respectively, that may be offset against future taxable income, if any. These carry-forwards are subject to review by the Internal Revenue Service. As of December 31, 2018 and 2017, the deferred tax asset of approximately $1,680,000 and $1,607,000, respectively, created by the net operating losses has been offset by a 100% valuation allowance because the likelihood of realization of the tax benefit cannot be determined. The change in the valuation allowance in 2018 and 2017 was approximately $72,000 and $75,000, respectively. There is no current or deferred tax expense for the years ended December 31, 2018 and 2017. The Company has not filed tax returns; however, management believes there are no taxes due as of December 31, 2018 and 2017. The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations recorded as general and administrative expense. For the years ended December 31, 2018 and 2017, the Company incurred net losses and therefore has no tax liability. The Company began operations in 2007 and has net operating loss carry-forwards of approximately $8,713,000 that will be carried forward and can be used through the year 2038 to offset future taxable income. In the future, the cumulative net operating loss carry forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting. The provision for Federal income tax consists of the following for the years ended December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Income tax benefit attributable to: Net loss $ (558,965 ) $ (639,085 ) Permanent differences 42,506 106,930 Valuation allowance 516,459 532,155 Net provision for income tax $ - $ - The cumulative tax effect at the expected federal tax rate of 21% of significant items comprising our net deferred tax amount is as follows on December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Deferred tax asset attributable to: Net operating loss carry forward $ 1,244,000 $ 1,198,000 Valuation allowance (1,244,000 ) (1,198,000 ) Net deferred tax asset $ - $ - The cumulative tax effect at the expected state tax rate of 5% of significant items comprising our net deferred tax amount is as follows on December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Deferred tax asset attributable to: Net operating loss carry forward $ 436,000 $ 410,000 Valuation allowance (436,000 ) (410,000 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $8,713,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be further limited to use in future years. The Company has identified the United States Federal tax returns as its major tax jurisdiction. The United States Federal tax return years 2012 2018 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. |
STOCK WARRANTS AND STOCK OPTION
STOCK WARRANTS AND STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2018 | |
STOCK WARRANTS AND STOCK OPTIONS | |
NOTE 6. STOCK WARRANTS AND STOCK OPTIONS | The Company accounts for employee stock options and non-employee stock warrants under ASC 718 and ASC 505, whereby option costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable, utilizing the Black Sholes pricing model. Unless otherwise provided for, the Company covers option exercises by issuing new shares. Beginning on December 12, 2012, Michael A. Lanphere, a related party and non-employee, loaned the Company money for a variety of purposes, some for working capital and some to allow the Company to pay outstanding obligations. Each of these loans was made pursuant to the terms of a Loan Agreement with Promissory Note and Stock Fee (the Agreements). Under the terms of the Agreements, Mr. Lanphere was not only entitled to repayment of the principal amount loaned to us, with interest, but also what was termed in the Agreements as a Stock Fee that the parties are interpreting as a stock warrant, which permits Mr. Lanphere to acquire shares of our common stock in exchange for an exercise price that was estimated based on the date of the loan agreement. The number of shares to be issued to Mr. Lanphere as a Stock Fee under each Agreement was an estimate and varied based on the loan amount and the price of our common stock on the day of the loan and was calculated by this formula: sixty percent (60%) of the loan amount divided by the Companys stock price on the day of the loan, but at a price per share no higher than two and one-half cents ($0.025). Each Stock Fee is fully vested immediately and expires five (5) years from the date of the loan. Although the Stock Fee could be taken by Mr. Lanphere as a stock grant or a stock warrant, due to the fully vested nature of the Stock Fee, Mr. Lanphere is deemed to beneficially own those shares on the date of each Agreement. The number of warrants outstanding to Mr. Lanphere at December 31, 2018 and December 31, 2017 were 10,818,583 and 10,818,583, respectively. The total outstanding balance of all non-employee stock warrants in TransBiotec, Inc. is 24,003,003 and 16,120,611 at December 31, 2018 and December 31 2017, respectively. There were 7,882,392 non-employee detached free-standing stock warrants granted during the year ended December 31, 2018. The fair value of these additional non-employee stock warrants granted during the year ended December 31, 2018 were determined using the Black-Sholes option pricing model based on the following assumptions: Dec. 31, 2018 Dec. 31, 2017 Exercise Price $ 0.0042 - $0.0043 $ 0.0035 - $0.0190 Dividend Yield 0 % 0 % Volatility 141% - 144 % 143% - 167 % Risk-free Interest Rate 2.65% 2.68 % 1.12% 2.16 % Expected Life of Options 5 Years 5 Years The following table summarizes the changes in the Companys outstanding warrants during the year ended December 31, 2018 and 2017: Warrants Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2016 39,159,476 $0.0035 - 0.0190 3.20 Years $ 0.0041 $ 78,319 Warrants Granted 9,210,067 $0.044 - .0160 4.44 Years $ 0.0064 Warrants Exercised 32,248,932 $ 0.0035 Warrants Expired - - Balance at December 31, 2017 16,120,611 $0.0044 - 0.0190 4.06 Years $ 0.0066 $ (51,586 ) Warrants Granted 7,882,392 $0.0042 - 0.0043 4.25 Years $ 0.0042 $ (15,839 ) Warrants Exercised - - Warrants Expired - - Balance at December 31, 2018 24,003,003 $0.0042 - 0.0190 3.45 Years $ 0.0058 $ (86,978 ) Exercisable at December 31, 2017 16,120,611 $0.0044 - 0.0190 4.06 Years $ 0.0066 $ (51,586 ) Exercisable at December 31, 2018 24,003,003 $0.0042 - 0.0190 3.45 Years $ 0.0058 $ (86,978 ) On April 30, 2018, a related party exercised 450,000 stock options at an exercise price of $0.01 per share. As of December 31, 2018, there were three outstanding stock options to officers, directors, and consultants to purchase 1,775,000 shares of TransBiotec, Inc. common stock. The first outstanding stock option is dated October 1, 2014 and has an option price on that day of $0.0062, with an option exercise price of $0.25. The second outstanding option is dated October 27, 2014 at an option price on that day of $0.0066 with an option exercise price of $0.007, and the third outstanding option is dated August 15, 2016 at an option price on that day of $0.0045 with an option exercise price of $0.0045. Approximately, $6,750 of accounts payable will be converted if the options are exercised. These stock options vested upon grant. There were no stock options granted during the year ended December 31, 2018. The following table summarizes the changes in the Companys outstanding stock options during the year ended December 31, 2018 and 2017: Options Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2016 2,225,000 $0.0045 - 0.25 4.00 Years $ 0.0204 $ (31,818 ) Options Granted - - Options Exercised - - Options Cancelled - - Options Expired - - Balance at December 31, 2017 2,225,000 $0.0045 0.25 3.00 Years $ 0.0204 $ (37,825 ) Options Granted - - Options Exercised 450,000 $ 0.01 Options Cancelled - - Options Expired - - Balance at December 31, 2018 1,775,000 $0.0045 - 0.25 2.32 Years $ 0.0083 $ (10,845 ) Exercisable at December 31, 2017 2,225,000 $0.0045 - 0.25 3.00 Years $ 0.0204 $ (37,825 ) Exercisable at December 31, 2018 1,775,000 $0.0045 - 0.25 2.32 Years $ 0.0083 $ (10,845 ) Executive Stock Options The Company had 250,000 outstanding executive stock options exercisable at $0.007 per share as of December 31, 2018 and December 31, 2017. Stock Subscriptions Payable The Company had stock subscriptions payable due to a related party of $1,271 convertible into 243,273 of its common shares at December 31, 2018. The Company had stock subscriptions payable of $0 at December 31, 2017. The Company recorded a related party gain of $20,624 related to the outstanding stock subscriptions payable during the year ended December 31, 2018. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2018 | |
COMMON STOCK | |
NOTE 7. COMMON STOCK | On March 13, 2017, the Company converted $112,871 of a related party note payable into 32,248,932 issued shares of its common stock at $0.0035 per share. On June 1, 2017, the Company issued for $50,200 cash 7,171,429 shares of its common stock at $0.0070 per share. On December 31, 2017, the Company converted $18,067 of a related party payable into 55,834 shares of its common stock at $0.32 per share. On December 31, 2017, the Company issued for $10,000 in cash 31,250 shares of its common stock at $0.32 per share. On December 31, 2017, the Company converted $193,627 of its related party payables into 2,151,417 legally issued shares of its common stock at $0.09 per share. $182,111 was recorded as a related party gain. On March 31, 2018, the Company converted $8,204 of its related party payables into 91,148 issued shares of its common stock at $0.09 per share. $7,776 was recorded as a related party gain. On April 18, 2018, the Company issued for $25,800 of prepaid consulting and research and development costs 6,000,000 shares of its common stock at $0.0043 per share. On April 30, 2018, the Company converted $500 of related party compensation for consulting services into 50,000 issued shares of its common stock at $0.01 per share. On April 30, 2018, the Company converted $4,500 of stock options exercised by a related party into 450,000 issued shares of its common stock at $0.01 per share. On April 30, 2018, the Company converted $7,500 owed to a related party for executive compensation into 750,000 issued shares of its common stock at $0.01 per share. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2018 | |
PREFERRED STOCK | |
NOTE 8. PREFERRED STOCK | On November 20, 2015, the Companys Board of Directors authorized a class of stock designated as preferred stock with a par value of $0.00001 per share comprising 25,000,000 shares, 3,000,000 shares of which were classified as Series A Convertible Preferred stock. In each calendar year, the holders of the Series A Convertible Preferred stock are entitled to receive, when, as and if, declared by the Board of Directors, out of any funds and assets of the Company legally available, non-cumulative dividends, in an amount equal to any dividends or other Distribution on the common stock in such calendar year (other than a Common Stock Dividend). No dividends (other than a Common Stock Dividend) shall be paid and no distribution shall be made with respect to the common stock unless dividends shall have been paid or declared and set apart for payment to the holders of the Series A Convertible Preferred stock simultaneously. Dividends on the Series A Convertible Preferred stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series A Convertible Preferred stock by reason of the fact that the Company shall fail to declare or pay dividends on the Series A Convertible Preferred stock, except for such rights or interest that may arise as a result of the Company paying a dividend or making a distribution on the common stock in violation of the terms. The holders of each share of Series A Convertible Preferred stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or Distribution (or any setting part of any payment or Distribution) of any Available Funds and Assets on any shares of common stock, and equal in preference to any payment or Distribution (or any setting part of any payment or Distribution) of any Available Funds and Assets on any shares of any other series of preferred stock that have liquidation preference, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred stock plus all declared but unpaid dividends on the Series A Convertible Preferred stock. A reorganization, or any other consolidation or merger of the Company with or into any other corporation, or any other sale of all or substantially all of the assets of the Company, shall not be deemed a liquidation, dissolution, or winding up of the Company. Shares of the Series A Convertible Preferred stock are convertible at a 35% discount rate to the average closing price per share of the Companys common stock (either as listed on a national exchange or as quoted over-the-market) for the last fifteen (15) trading days immediately prior to conversion. However, no conversions of the Series A Convertible Preferred stock to shares of common stock can occur unless the average closing price per share of the Corporations common stock (either as listed on a national exchange or as quoted over-the-market) for the last fifteen (15) trading days immediately prior to conversion is at least five cents ($0.05). The shares of Series A Convertible Preferred stock vote on an as converted basis. The right of conversion is limited by the fact the holder of the Series A Convertible Preferred stock may not convert if such conversion would cause the holder to beneficially own more than 4.9% of the Companys common stock after giving effect to such conversion. As of December 31, 2018 and December 31, 2017, the Company has 1,388,575 issued shares of its Series A Convertible Preferred stock. During the years ended December 31, 2018 and 2017, no dividends have been declared for holders of the Series A Convertible Preferred stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9. COMMITMENTS AND CONTINGENCIES | Operating Leases The Company leases its office space under a long-term operating lease expiring in June 2019. As of July 1, 2019, the Company leases the same office space on a month to month basis. Rent expense under this lease, including CAM charges, was $52,420 and $52,420 for the year ended December 31, 2018 and December 31, 2017, respectively. As of December 31, 2018, future minimum annual payments under operating lease agreements for years ending December 31 are as follows: 2019 2020 2021 2022 2023 Total Operating leases $ 24,600 $ - $ - $ - $ - $ 24,600 $ 24,600 $ - $ - $ - $ - $ 24,600 Legal Proceedings On December 6, 2006, Orange County Valet and Security Patrol, Inc. filed a lawsuit against us in Orange County California State Superior Court for Breach of Contract in the amount of $11,164. A default judgment was taken against us in this matter. In mid-2013 we learned the Plaintiffs perfected the judgment against us, but we have not heard from the Plaintiffs as of August 5, 2019. We currently have one outstanding judgment against us involving a past employee of the Company. The matter is under the purview of the State of California, Franchise Tax Board, Industrial Health and Safety Collections. We currently owe approximately $28,786, plus accrued interest, to our ex-employee for unpaid wages under these Orders and are working to get this amount paid off. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS | |
NOTE 10. SUBSEQUENT EVENTS | On October 29, 2018, TransBiotec, Inc. (The Company or TransBiotec) entered into a non-binding Letter of Intent (LOI) with First Capital Holdings, LLC (FCH). The LOI sets forth the terms under which The Company could potentially acquire certain assets related to robotics equipment from FCH in exchange for shares of our common stock equal to 60% of our then outstanding common stock on a fully-diluted basis. The LOI is non-binding and subject to various conditions that must be met in order for the parties to close the transaction, including, but not limited to, (i) TransBiotec being current in its reporting requirements under the Securities Exchange Act of 1934, as amended, (ii) TransBiotec completing a reverse stock split of its common stock such that approximately 8,000,000 shares will be outstanding immediately prior to closing the transaction with no convertible instruments other than as set forth herein, (iii) TransBiotec having no more than $125,000 in outstanding debt, all in the form of convertible notes that mature in two years post-closing and are convertible into shares of TransBiotec common stock at $2.00 per share; (iv) FCH completing any necessary audits and reviews of the financial statements related to the assets by a PCAOB-approved independent registered accounting firm, and (v) the parties executing definitive documents related to the potential transaction. On March 6, 2019, the parties entered into an amendment No. 1 to the LOI in order to extend certain dates in the LOI namely : (i) the date for the parties to complete initial due diligence was moved to March 29, 2018 (ii) the date for the parties to execute definitive agreements related to the transaction was moved to May 6, 2019, and (iii) the date to close the transaction was tentatively moved to August 31, 2019 (the Amendment No.1). On January 11, 2019, the Company borrowed $6,000 from a related party. The note payable carries an interest rate of 7% and matures on January 10, 2020. This note also contained a stock fee. On February 24, 2019, the Company issued 35,454,547 shares of its common stock to non-related parties at $0.0011 per share for $39,000 in cash. On February 24, 2019, the Company converted $10,000 of prepaid consulting costs to a non-related party into 9,090,911 issued shares of common stock at a purchase price of $0.0011 per share. On March 1, 2019, the Company borrowed $29,000 from a non-related party. The note payable carries an interest rate of 10% and is due upon demand. On March 6, 2019, the Company borrowed $10,000 from a related party. The note payable carries an interest rate of 7% and matures on April 19, 2019. This note also contained a stock fee and is currently in default. On March 12, 2019, the Company borrowed $15,000 from a related party. The note payable carries an interest rate of 7% and matures on April 27, 2019. This note also contained a stock fee and is currently in default. On March 20, 2019, the Company borrowed $10,000 from a related party. The note payable carries an interest rate of 7% and matures on May 5, 2019. This note also contained a stock fee and is currently in default. On March 31, 2019, the Company borrowed $3,750 from a related party. The note payable carries an interest rate of 7% and matures on March 30, 2020. This note also contained a stock fee. On April 17, 2019, the Company borrowed $30,000 from a related party. The note payable carries an interest rate of 7% and matures on May 30, 2019. This note also contained a stock fee and is currently in default. On May 2, 2019, the Company borrowed $31,000 from a non-related party. The note payable carries an interest rate of 10% and is due on demand. On May 6, 2019, TransBiotec, Inc. (The Company or TransBiotec and Buyer) entered into an asset purchase agreement with IDTEC, LLC (Seller) in which TransBiotec agreed to acquire the Sellers rights, title and interest to and in certain assets. The aggregate purchase price for the purchased assets shall be 12 million (12,000,000) restricted shares of the $0.00001 par value common stock of the Buyer; provided that the total number of shares of TransBiotecs $0.00001 par value common stock issued and outstanding following a specified closing date of June 30, 2019, shall not exceed 20 million (20,000,000) shares (on a fully-diluted basis). On July 18, 2019, the Company borrowed $41,375 from a related party. The note payable carries an interest rate of 7% and matures on July 17, 2020. This note also contained a stock fee. |
ORGANIZATION, OPERATIONS AND _2
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Basis of Presentation | The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) as promulgated in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for the presentation of annual financial information. In managements opinion, the audited consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position for the years ended December 31, 2018 and December 31, 2017, and results of operations and cash flows for the years ended December 31, 2018 and December 31, 2017. |
Principles of consolidation | The accompanying audited consolidated financial statements include the accounts of the Company and its majority owned subsidiary, TransBiotec-CA. We have eliminated all intercompany transactions and balances between entities consolidated in these audited financial statements. |
Use of Estimates | The preparation of audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, such estimates were made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates. |
Cash | The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company does not have any cash equivalents as of December 31, 2018 and December 31, 2017. |
Income tax | The Company accounts for income taxes pursuant to Accounting Standards Codification (ASC) 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not recorded any deferred tax assets or liabilities at December 31, 2018 and December 31, 2017, respectively. |
Net loss per share | The basic and fully diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding. |
Financial Instruments | Pursuant to ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments Level Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist primarily of cash, accounts payable, accrued expenses, notes payable, related party payables, convertible debentures, and other payables. Pursuant to ASC 820 and 825, the fair value of our cash and cash equivalents is determined based on Level 1 inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company had no assets and liabilities that were measured and recognized at fair value on a recurring basis as of December 31, 2018 and December 31, 2017, respectively. |
Beneficial Conversion Features | From time to time, the Company may issue convertible notes that may contain an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Derivative Instruments | The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in fair value are recorded in the consolidated statement of operations under other income (expense). The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at its fair value as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. For stock-based derivative financial instruments, the Company uses a weighted average Black-Sholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at their fair values and are then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. During the year ended December 31, 2016, the Company determined approximately 11,127,182 stock warrants and 2,225,000 stock options granted for common shares, notes payable convertible into 22,137,880 common shares, and a shares purchase of 3,571,429 common shares, that totaled 38,455,430 common shares were in excess of the Companys authorized amount of 100,000,000 shares and were therefore accounted for at fair value under ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates ranging between 0.10% - 1.06%, dividend yield of 0%, expected life of 1 year, volatility between 134% - 408%. Utilizing Level 3 Inputs, the Company recorded fair market value adjustments for the 38,455,430 common shares over the Companys 100,000,000 authorized shares amount. On March 28, 2017, the Company filed a preliminary information statement (Schedule PRE 14C) with the SEC, reporting that stockholders of the Company owning a majority of the Companys outstanding voting securities have approved the following action (the Action) by written consent dated March 10, 2017, in lieu of a special meeting of stockholders. The SEC had 10 days from the March 28, 2017 filing date to comment on the Information Statement. Since the Company did not receive any comments on the Information Statement from the SEC within the 10-day period, the Company then filed a definitive information statement (Schedule DEF 14C) with the SEC on April 21, 2017 and mailed it on April 26, 2017 to all shareholders of record as of March 27, 2017 (as identified in the certified shareholders list received from the Companys transfer agent). To complete the action, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware on May 25, 2017, which increased the Companys authorized shares from 100,000,000 shares to 800,000,000 shares. The Company then reduced this derivative liability to zero and recorded a fair value adjustment loss on derivatives of $12,023 during the year ended December 31, 2017. There was no derivative liability and no fair value adjustments on derivatives during the year ended December 31, 2018. |
Stock based compensation | Stock-based compensation cost to employees is measured by the Company at the grant date based on the fair value of the award and over the requisite service period under ASC718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants of stock to non-employees and other parties are accounted for in accordance with the ASC 505-50 Equity-Based Payments to Non-Employees. |
Minority Interest (Noncontrolling Interest) | A subsidiary of the Company has minority members representing ownership interests of 1.38% at December 31, 2018 and December 31, 2017. The Company accounts for these minority, or noncontrolling interests, pursuant to ASC 810-10-65 whereby gains and losses in a subsidiary with a noncontrolling interest are allocated to the noncontrolling interest based on the ownership percentage of the noncontrolling interest, even if that allocation results in a deficit noncontrolling interest balance. |
Research and Development | The Company accounts for its research and development costs pursuant to ASC 730, whereby it requires the Company to disclose the amounts of costs for company and customer-sponsored research and development activities, if material. Research and development costs are expensed as incurred. The Company incurred research and development costs as it acquired new knowledge to bring about significant improvements in the functionality and design of its SOBR product. Research and development costs were $8,855 and none during the year ended December 31, 2018 and December 31, 2017, respectively. |
Related Parties | Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
New Pronouncements | In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases, which establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has decided to adopt this new standard; however, the Company currently has no leases that require reclassification during the year ended December 31, 2018. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, clarifies Topic 718, Compensation Stock Compensation In July 2017, the FASB issued ASU-2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Noncontrolling Interests of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The first part of this update addresses the complexity of accounting for certain financial instruments with down round features and the second part addresses the complexity of distinguishing equity from liabilities. The guidance is applicable to public business entities for fiscal years beginning after December 15, 2018 and interim periods within those years. The Company has decided to adopt this standard; however, during the year ended 2018, the Company had no liabilities that contained down round features (features with certain equity linked instruments, or embedded features, that result in the strike price being reduced on the basis of the pricing of future equity offerings) on its balance sheet. In March 2018, the FASB issued ASU 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendments in this update provide guidance on when to record and disclose provisional amounts for certain income tax effects of the Tax Cuts and Jobs Act ("Tax Reform Act"). The amendments also require any provisional amounts or subsequent adjustments to be included in net income from continuing operations. Additionally, this ASU discusses required disclosures that an entity must make with regard to the Tax Reform Act. This ASU is effective immediately as new information is available to adjust provisional amounts that were previously recorded. The Company has decided to adopt this new standard; however, the Company currently has no revenue and only net operating loss carryforwards that result in a tax benefit during the year ended December 31, 2018. The Company also has no deferred tax assets (offset in full by a valuation allowance) or tax liabilities on its balance sheet during the year ended December 31, 2018. In June 2018, the FASB issued ASU 2018-07, CompensationStock Compensation: Improvements to Nonemployee Share-Based Payment Accounting. This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, CompensationStock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. The standard will be applied in a retrospective approach for each period presented. The Company has adopted this standard for the year ended December 31, 2018. The Company made no share-based payments to non-employees for services rendered or goods received during the year ended December 31, 2018. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
NOTES PAYABLE (Tables) | |
Notes Payables | December 31, 2018 December 31, 2017 Convertible Notes Payable $ 91,000 $ 91,000 Conventional Non-Convertible Notes Payable 343,700 343,700 Notes Payable with Detached Free-standing Warrants 271,144 215,844 Unamortized Discount (8,074 ) (19,969 ) Net Related Party Notes Payable $ 697,770 $ 630,575 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
Schedule of provision for income tax | December 31, 2018 December 31, 2017 Income tax benefit attributable to: Net loss $ (558,965 ) $ (639,085 ) Permanent differences 42,506 106,930 Valuation allowance 516,459 532,155 Net provision for income tax $ - $ - |
Schedule of deferred tax asset | December 31, 2018 December 31, 2 017 Deferred tax asset attributable to: Net operating loss carry forward $ 1,244,000 $ 1,198,000 Valuation allowance (1,244,000 ) (1,198,000 ) Net deferred tax asset $ - $ - December 31, 2018 December 31, 2017 Deferred tax asset attributable to: Net operating loss carry forward $ 436,000 $ 410,000 Valuation allowance (436,000 ) (410,000 ) Net deferred tax asset $ - $ - |
STOCK WARRANTS AND STOCK OPTI_2
STOCK WARRANTS AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
STOCK WARRANTS AND STOCK OPTIONS (Tables) | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Dec. 31, 2018 Dec. 31, 2017 Exercise Price $ 0.0042 - $0.0043 $ 0.0035 - $0.0190 Dividend Yield 0 % 0 % Volatility 141% - 144 % 143% - 167 % Risk-free Interest Rate 2.65% 2.68 % 1.12% 2.16 % Expected Life of Options 5 Years 5 Years |
Schedule of Stock Options/Warrants Roll Forward | Warrants Outstanding Number of Shares Exercise Price Per Share Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Aggregate Intrinsic Value Balance at December 31, 2016 39,159,476 $0.0035 - 0.0190 3.20 Years $ 0.0041 $ 78,319 Warrants Granted 9,210,067 $0.044 - .0160 4.44 Years $ 0.0064 Warrants Exercised 32,248,932 $ 0.0035 Warrants Expired - - Balance at December 31, 2017 16,120,611 $0.0044 - 0.0190 4.06 Years $ 0.0066 $ (51,586 ) Warrants Granted 7,882,392 $0.0042 - 0.0043 4.25 Years $ 0.0042 $ (15,839 ) Warrants Exercised - - Warrants Expired - - Balance at December 31, 2018 24,003,003 $0.0042 - 0.0190 3.45 Years $ 0.0058 $ (86,978 ) Exercisable at December 31, 2017 16,120,611 $0.0044 - 0.0190 4.06 Years $ 0.0066 $ (51,586 ) Exercisable at December 31, 2018 24,003,003 $0.0042 - 0.0190 3.45 Years $ 0.0058 $ (86,978 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES (Tables) | |
Schedule of future minimum annual payments | 2019 2020 2021 2022 2023 Total Operating leases $ 24,600 $ - $ - $ - $ - $ 24,600 $ 24,600 $ - $ - $ - $ - $ 24,600 |
ORGANIZATION, OPERATIONS AND _3
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 25, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Entity Incorporation, State Country Name | Delaware | |||
Entity Incorporation, Date of Incorporation | Aug. 2007 | |||
Common shares reserved for future issuance | 38,455,430 | |||
Common stock shares in excess of authorized shares | 100,000,000 | |||
Common stock shares authorized | 100,000,000 | 800,000,000 | 100,000,000 | |
Common stock par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock increase shares | 800,000,000 | |||
Fair market value adjustments related to stock options | $ 38,455,430 | |||
Dividend yield | 0.00% | |||
Expected life | 1 year | |||
Fair value adjustment loss on derivatives | $ (12,023) | |||
Noncontrolling ownership interest | 1.38% | 1.38% | ||
Research and development costs | $ 8,855 | $ 0 | ||
Minimum [Member] | ||||
Risk free interest rate | 0.10% | |||
Volatility | 134.00% | |||
Maximum [Member] | ||||
Risk free interest rate | 1.06% | |||
Volatility | 408.00% | |||
Stock grant and option plan [Member] | ||||
Common stock shares authorized | 10,000,000 | |||
Stock option [Member] | ||||
Common shares reserved for future issuance | 2,225,000 | |||
Warrant [Member] | ||||
Common shares reserved for future issuance | 11,127,182 | |||
Share purchase [Member] | ||||
Common shares reserved for future issuance | 3,571,429 | |||
Convertible notes payable [Member] | ||||
Common shares reserved for future issuance | 22,137,880 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 29, 2018 | May 25, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated deficit | $ (18,262,136) | $ (17,703,171) | ||
Cash | 89 | 142 | ||
Principal and interest in default | 1,262,808 | |||
Current notes payable and interest | 1,346,718 | |||
Net cash used for operating activities | $ (61,353) | $ (162,557) | ||
Common stock increase shares | 800,000,000 | |||
Subsequent Event [Member] | First Capital Holdings, LLC [Member] | ||||
Subsequent events description | Our common stock equal to 60% of our then outstanding common stock on a fully-diluted basis. | |||
Reverse stock split common stock outstanding | 8,000,000 | |||
Outstanding debt | $ 125,000 | |||
Maturity year | 2 years | |||
Convertible notes payable conversion price per share | $ 2 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 02, 2015 | Dec. 03, 2014 | Nov. 01, 2014 | Apr. 30, 2018 | Sep. 30, 2016 | May 31, 2011 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 18, 2018 | Jun. 01, 2017 | Mar. 08, 2017 | Jul. 01, 2015 |
Related party payables | $ 1,423,984 | $ 1,026,819 | ||||||||||
Payables due to officers, shareholders and former management | 474,156 | 474,156 | ||||||||||
Outstanding accounts payable conversion percentage into common stock | 50.00% | |||||||||||
Common stock conversion price | $ 0.09 | |||||||||||
Attorney fees and costs | $ 214,334 | |||||||||||
Legal fees in accounts payable, percentages | 50.00% | |||||||||||
Attorney fees and costs, percentages | 50.00% | |||||||||||
Convertible Notes Payable | $ 201,831 | $ 193,627 | ||||||||||
Convertible accounts payable, shares | 2,242,565 | 2,151,417 | ||||||||||
Common stock shares issued | 116,751,078 | 109,409,930 | 6,000,000 | 7,171,429 | ||||||||
Stock subscriptions payable | $ 1,271 | |||||||||||
Stock subscriptions payable, convertible amount, shares | 243,273 | |||||||||||
Exercise price | $ 112,871 | |||||||||||
Debt amount | $ 31,662 | 31,662 | ||||||||||
Debt amount after debt forgiveness | $ 31,662 | |||||||||||
Acquired shares | 32,248,932 | |||||||||||
Gain on related party debt conversion | 210,511 | 182,111 | ||||||||||
Accrued interest | 5,539 | 3,168 | ||||||||||
Note payable amount | 74,672 | 74,672 | ||||||||||
Rent expense | $ 52,420 | $ 52,420 | ||||||||||
Mr. Braiker [Member] | ||||||||||||
Accrued monthly retainer fee | $ 7,500 | |||||||||||
Common stock option granted | 1,500,000 | |||||||||||
Exercise price per share | $ 0.0045 | |||||||||||
Fair value amount | $ 6,290 | |||||||||||
Accrued compensation description | In September 2016, before the expiration of Mr. Bennington’s contract, the Company appointed Ivan Braiker as its sole CEO, and Mr. Bennington subsequently took a role as a member of the Board of Directors at a monthly rate of $5,000. In connection with Mr. Braiker’s appointment, Mr. Braiker entered into a letter agreement with us, under which he accrued a monthly retainer of $7,500, to be paid only if the Company successfully closed financing of at least $200,000. | |||||||||||
Mr. Braiker [Member] | Letter Agreement [Member] | ||||||||||||
Accrued compensation description | Effective with his resignation on December 31, 2017, the Company did not owe, accrue for or pay Mr. Braiker any further compensation as he was unable to secure financing of $200,000 for the Company as stipulated per the letter agreement. | |||||||||||
Monthly Salary | $ 15,000 | |||||||||||
Nick Noceti [Member] | ||||||||||||
Common stock conversion price | $ 0.01 | |||||||||||
Common stock shares issued | 750,000 | |||||||||||
Converted amount | $ 7,500 | |||||||||||
Daljit Khangura [Member] | ||||||||||||
Exercise price | $ 4,500 | |||||||||||
Common stock option granted | 450,000 | |||||||||||
Exercise price per share | $ 0.01 | |||||||||||
Daljit Khangura [Member] | Board of Directors [Member] | ||||||||||||
Common stock issued for consulting services, shares | 50,000 | |||||||||||
Common stock issued for consulting services, amount | $ 500 | |||||||||||
Lanphere Law Group [Member] | ||||||||||||
Debt amount | $ 214,334 | |||||||||||
Debt amount after debt forgiveness | 106,335 | |||||||||||
Gain on related party debt conversion | $ 108,000 | |||||||||||
Outstanding accounts payable | $ 428,668 | |||||||||||
Due date | Dec. 2, 2015 | |||||||||||
Debt forgiven | $ 108,000 | |||||||||||
Acquired additional shares of common stock | 10,818,583 | |||||||||||
Lanphere Law Group [Member] | LeaseArrangement [Member] | ||||||||||||
Rent expense, monthly | $ 4,100 | |||||||||||
Term of operating lease description | The term of this operating lease runs from July 1, 2015 to June 30, 2019. | |||||||||||
Lanphere Law Group [Member] | December 3 2014 [Member] | ||||||||||||
Debt amount | $ 74,672 | |||||||||||
Accrued interest | $ 38,199 | |||||||||||
Mr. Bennington [Member] | ||||||||||||
Monthly Salary | $ 5,000 | |||||||||||
Mr. Bennington [Member] | Employment Agreement [Member] | ||||||||||||
Related party transaction, expiration date | Dec. 31, 2017 | |||||||||||
Annual accrual compensation description | Mr. Bennington agreed to drop his yearly compensation, and resulting yearly accrual, to $120,000 per year with no yearly increases as stipulated in years 2 through 5. | |||||||||||
Mr. Bennington [Member] | Employment Agreement [Member] | Fifth Year [Member] | ||||||||||||
Related party payables | $ 208,000 | |||||||||||
Mr. Bennington [Member] | Employment Agreement [Member] | Fourth Year [Member] | ||||||||||||
Related party payables | 190,000 | |||||||||||
Mr. Bennington [Member] | Employment Agreement [Member] | Third Year [Member] | ||||||||||||
Related party payables | 172,000 | |||||||||||
Mr. Bennington [Member] | Employment Agreement [Member] | Second Year [Member] | ||||||||||||
Related party payables | 156,000 | |||||||||||
Mr. Bennington [Member] | Employment Agreement [Member] | First Year [Member] | ||||||||||||
Related party payables | $ 120,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible Notes Payable | $ 201,831 | $ 193,627 |
Net Related Party Notes Payable | 697,770 | 630,575 |
Related Party Notes Payable [Member] | ||
Convertible Notes Payable | 91,000 | 91,000 |
Conventional Non-Convertible Notes Payable | 343,700 | 343,700 |
Notes Payable with Detached Free-standing Warrants | 271,144 | 215,844 |
Unamortized Discount | (8,074) | (19,969) |
Net Related Party Notes Payable | $ 697,770 | $ 630,575 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible Notes Payable | $ 201,831 | $ 193,627 |
Net Non-Related Party Notes Payable | 163,654 | 163,574 |
Non-Related Party Notes Payable [Member] | ||
Convertible Notes Payable | 143,136 | 137,136 |
Conventional Non-Convertible Notes Payable | 21,438 | 21,438 |
Notes Payable with Detached Free-standing Warrants | 5,000 | 5,000 |
Unamortized Beneficial Conversion Feature | (5,920) | |
Net Non-Related Party Notes Payable | $ 163,654 | $ 163,574 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Notes Payable | $ 201,831 | $ 193,627 |
Beneficial Conversion Feature Interest Expense | $ 4,533 | $ 21,500 |
Dividend yield | 0.00% | 0.00% |
Expected life | 5 years | 5 years |
Related Party Notes Payable [Member] | ||
Convertible Notes Payable | $ 91,000 | $ 91,000 |
Default interest rate | 10.00% | |
Unamortized discount | $ (8,074) | (19,969) |
Non-Related Party Notes Payable [Member] | ||
Convertible Notes Payable | 143,136 | 137,136 |
Beneficial Conversion Feature Interest Expense | $ 80 | |
Expected life | 1 year | |
Convertible notes payable, principal | $ 137,136 | |
Default interest rate | 10.00% | |
Unamortized beneficial conversion feature | $ 5,920 | |
Related Party Notes Payable One [Member] | ||
Convertible Notes Payable | $ 271,144 | 215,844 |
Dividend yield | 0.00% | |
Expected life | 1 year | |
Interest expense | $ 41,596 | $ 86,955 |
Default interest rate | 10.00% | |
Principal payable | $ 215,844 | |
Number of detached free-standing warrants outstanding | 24,003,003 | 16,070,611 |
Fair market value of warrants granted | $ 29,701 | $ 19,969 |
Minimum [Member] | ||
Risk free interest rate | 2.65% | 1.12% |
Volatility | 141.00% | 143.00% |
Minimum [Member] | Related Party Notes Payable [Member] | ||
Note payable due date | Jan. 23, 2014 | |
Interest rate | 7.00% | |
Note payable conversion price per share | $ 0.0072 | |
Minimum [Member] | Related Party Notes Payable One [Member] | ||
Risk free interest rate | 1.03% | |
Volatility | 135.00% | |
Note payable due date | Aug. 5, 2015 | |
Interest rate | 7.00% | |
Exercise price | $ 0.0042 | |
Maximum [Member] | ||
Risk free interest rate | 2.68% | 2.16% |
Volatility | 144.00% | 167.00% |
Maximum [Member] | Related Party Notes Payable [Member] | ||
Note payable due date | Apr. 8, 2015 | |
Interest rate | 9.00% | |
Note payable conversion price per share | $ 0.0800 | |
Maximum [Member] | Related Party Notes Payable One [Member] | ||
Risk free interest rate | 2.68% | |
Volatility | 177.00% | |
Note payable due date | Apr. 17, 2019 | |
Interest rate | 10.00% | |
Exercise price | $ 0.0160 | |
Non-Convertible Notes Payable [Member] | ||
Interest expense | $ 50,235 | $ 45,730 |
Non-Convertible Notes Payable [Member] | Non-Related Party Notes Payable [Member] | ||
Convertible Notes Payable | $ 21,438 | 21,438 |
Default interest rate | 10.00% | |
Note payable due date | Sep. 11, 2014 | |
Interest rate | 10.00% | |
Principal payable | $ 5,000 | $ 5,000 |
Exercise price | $ 0.019 | |
Number of detached free-standing warrants outstanding | 50,000 | 50,000 |
Common stock shares issuable upon exercise of warrants | 50,000 | |
Non-Convertible Notes Payable [Member] | Minimum [Member] | ||
Note payable due date | Aug. 3, 2012 | |
Interest rate | 0.00% | |
Non-Convertible Notes Payable [Member] | Minimum [Member] | Non-Related Party Notes Payable [Member] | ||
Note payable due date | Jan. 31, 2013 | |
Interest rate | 9.00% | |
Non-Convertible Notes Payable [Member] | Maximum [Member] | ||
Note payable due date | Jul. 23, 2016 | |
Interest rate | 10.00% | |
Non-Convertible Notes Payable [Member] | Maximum [Member] | Non-Related Party Notes Payable [Member] | ||
Note payable due date | Nov. 11, 2015 | |
Interest rate | 18.00% | |
Notes Payable [Member] | ||
Interest expense | $ 80,753 | $ 71,691 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax benefit attributable to: | ||
Net loss | $ (558,965) | $ (639,085) |
Permanent differences | 42,506 | 106,930 |
Valuation allowance | 516,459 | 532,155 |
Net provision for income tax |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax asset attributable to: | ||
Net operating loss carry forward | $ 8,713,000 | $ 8,196,000 |
State [Member] | ||
Deferred tax asset attributable to: | ||
Net operating loss carry forward | 436,000 | 410,000 |
Valuation allowance | (436,000) | (410,000) |
Net deferred tax asset | ||
Federal [Member] | ||
Deferred tax asset attributable to: | ||
Net operating loss carry forward | 1,244,000 | 1,198,000 |
Valuation allowance | (1,244,000) | (1,198,000) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES (Details) | ||
Carryforward expiration year | 2038 | |
Deferred tax asset | $ 1,680,000 | $ 1,607,000 |
Rate of net operating losses offset by valuation allowance | 100.00% | |
Change in the valuation allowance | $ 72,000 | 75,000 |
Net operating loss carry forward | $ 8,713,000 | $ 8,196,000 |
Federal tax rate | 21.00% | |
State tax rate | 5.00% |
STOCK WARRANTS AND STOCK OPTI_3
STOCK WARRANTS AND STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Dividend yield | 0.00% | 0.00% |
Expected life | 5 years | 5 years |
Minimum [Member] | ||
Exercise Price | $ 0.0042 | $ 0.0035 |
Volatility | 141.00% | 143.00% |
Risk free interest rate | 2.65% | 1.12% |
Maximum [Member] | ||
Exercise Price | $ 0.0043 | $ 0.0190 |
Volatility | 144.00% | 167.00% |
Risk free interest rate | 2.68% | 2.16% |
STOCK WARRANTS AND STOCK OPTI_4
STOCK WARRANTS AND STOCK OPTIONS (Details 1) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Outstanding at beginning of period | 16,120,611 | 39,159,476 |
Granted | 7,882,392 | 9,210,067 |
Exercised | 32,248,932 | |
Expired | ||
Outstanding at end of period | 24,003,003 | 16,120,611 |
Exercisable at beginning of period | 16,120,611 | |
Exercisable at end of period | 24,003,003 | 16,120,611 |
Exercise Price Per Share | ||
Exercised | $ 0.0035 | |
Expired | ||
Weighted Average Exercise Price Per Share | ||
Outstanding at beginning of period | 0.0066 | 0.0041 |
Granted | 0.0042 | 0.0064 |
Outstanding at end of period | 0.0058 | 0.0066 |
Exercisable at beginning of period | 0.0066 | |
Exercisable at end of period | $ 0.0058 | $ 0.0066 |
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | $ (51,586) | $ 78,319 |
Granted | (15,839) | |
Outstanding at end of period | (86,978) | (51,586) |
Exercisable at beginning of period | (51,586) | |
Exercisable at end of period | $ (86,978) | $ (51,586) |
Weighted Average Remaining Contractual Life | ||
Beginning balance | 4 years 22 days | 3 years 2 months 12 days |
Granted | 4 years 3 months | 4 years 5 months 9 days |
Ending balance | 3 years 5 months 12 days | 4 years 22 days |
Exercisable, beginning balance | 4 years 22 days | |
Exercisable, ending balance | 3 years 5 months 12 days | 4 years 22 days |
Minimum [Member] | ||
Weighted Average Remaining Contractual Life | ||
Outstanding at beginning of period | $ 0.0044 | $ 0.0035 |
Granted | 0.0042 | 0.044 |
Outstanding at end of period | 0.0042 | 0.0044 |
Exercisable at beginning of period | 0.0044 | |
Exercisable at end of period | 0.0042 | 0.0044 |
Maximum [Member] | ||
Weighted Average Remaining Contractual Life | ||
Outstanding at beginning of period | 0.0190 | 0.0190 |
Granted | 0.0043 | 0.0160 |
Outstanding at end of period | 0.0190 | 0.0190 |
Exercisable at beginning of period | 0.0190 | |
Exercisable at end of period | $ 0.0190 | $ 0.0190 |
STOCK WARRANTS AND STOCK OPTI_5
STOCK WARRANTS AND STOCK OPTIONS (Details 2) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Outstanding at beginning of period | 2,225,000 | 2,225,000 |
Granted | ||
Exercised | 250,000 | |
Cancelled | ||
Expired | ||
Outstanding at end of period | 1,775,000 | 2,225,000 |
Exercisable at beginning of period | 2,225,000 | |
Exercisable at end of period | 1,775,000 | 2,225,000 |
Exercise Price Per Share | ||
Granted | ||
Exercised | 0.01 | |
Cancelled | ||
Expired | ||
Weighted Average Exercise Price Per Share | ||
Outstanding at beginning of period | $ 0.0204 | 0.0204 |
Outstanding at end of period | 0.0083 | 0.0204 |
Exercisable at beginning of period | 0.0204 | |
Exercisable at end of period | $ 0.0083 | $ 0.0204 |
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | $ (37,825) | $ (31,818) |
Outstanding at end of period | (10,845) | (37,825) |
Exercisable at beginning of period | (37,825) | |
Exercisable at end of period | $ (10,845) | $ (37,825) |
Minimum [Member] | ||
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | $ 0.0045 | $ 0.0045 |
Outstanding at end of period | 0.0045 | 0.0045 |
Exercisable at beginning of period | 0.0045 | |
Exercisable at end of period | 0.0045 | 0.0045 |
Maximum [Member] | ||
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | 0.25 | 0.25 |
Outstanding at end of period | 0.25 | 0.25 |
Exercisable at beginning of period | 0.25 | |
Exercisable at end of period | $ 0.25 | $ 0.25 |
Weighted Average Remaining Contractual Life | ||
Outstanding at end of period | 3 years | 4 years |
Granted | ||
Outstanding at beginning of period | 2 years 3 months 26 days | 3 years |
Exercisable at beginning of period | 3 years | |
Exercisable at end of period | 2 years 3 months 26 days |
STOCK WARRANTS AND STOCK OPTI_6
STOCK WARRANTS AND STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2012 | Dec. 31, 2016 | |
Account payable | $ 191,714 | $ 270,851 | |||
Stock subscriptions payable | $ 1,271 | ||||
Stock subscriptions payable, convertible amount, shares | 243,273 | ||||
Related party gain (loss) | $ 182,111 | ||||
Daljit Khangura [Member] | |||||
Options Exercised | 450,000 | ||||
Exercise price per share | $ 0.01 | ||||
Michael A. Lanphere [Member] | |||||
Number of warrants outstanding | 10,818,583 | 10,818,583 | |||
Stock Options [Member] | |||||
Account payable | $ 6,750 | ||||
Number of warrants outstanding | 1,775,000 | 2,225,000 | 2,225,000 | ||
Granted | |||||
Stock options outstanding | 1,775,000 | ||||
Expected lives | 3 years | ||||
Description for outstanding stock options | The first outstanding stock option is dated October 1, 2014 and has an option price on that day of $0.0062, with an option exercise price of $0.25. The second outstanding option is dated October 27, 2014 at an option price on that day of $0.0066 with an option exercise price of $0.007, and the third outstanding option is dated August 15, 2016 at an option price on that day of $0.0045 with an option exercise price of $0.0045 | ||||
Options Exercised | 250,000 | ||||
Exercise price per share | $ 0.01 | $ 0.007 | $ 0.07 | ||
Non employee stock warrantss [Member] | |||||
Number of warrants outstanding | 24,003,003 | 16,120,611 | |||
Granted | 7,882,392 | ||||
Non employee stock options [Member] | Michael A. Lanphere [Member] | |||||
Expected lives | 5 years | ||||
Loan agreement description | The number of shares to be issued to Mr. Lanphere as a Stock Fee under each Agreement was an estimate and varied based on the loan amount and the price of our common stock on the day of the loan and was calculated by this formula: sixty percent (60%) of the loan amount divided by the Company’s stock price on the day of the loan, but at a price per share no higher than two and one-half cents ($0.025). |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | Jun. 01, 2017 | Mar. 13, 2017 | Jul. 18, 2019 | Apr. 30, 2018 | Apr. 18, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Stock issued to related party, shares | 32,248,932 | 91,148 | 2,151,417 | |||||
Stock issued to related party, shares | 55,834 | |||||||
Stock issued to related party, value | $ 112,871 | $ 8,204 | $ 193,627 | |||||
Stock issued to related party, value | $ 18,067 | |||||||
Issued to related party price per share | $ 0.0035 | $ 0.32 | ||||||
Related party gain (loss) | $ 182,111 | |||||||
Common stock shares issued for services | 50,000 | |||||||
Proceeds for issuance of common stock | $ 50,200 | |||||||
Purchase price per share | $ 0.0070 | $ 0.0043 | ||||||
Converted amount | $ 500 | $ 25,800 | ||||||
Common stock per share | $ 0.01 | |||||||
Common stock shares issued | 7,171,429 | 6,000,000 | 109,409,930 | 116,751,078 | ||||
Related Party Notes Payable One [Member] | ||||||||
Converted amount | $ 7,500 | |||||||
Common stock per share | $ 0.01 | |||||||
Common stock shares issued | 7,171,429 | 750,000 | 6,000,000 | |||||
Related Party [Member] | ||||||||
Converted amount | $ 4,500 | |||||||
Common stock per share | $ 0.01 | |||||||
Common stock shares issued | 7,171,429 | 450,000 | 6,000,000 | 31,250 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narratve) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2015 | |
Preferred stock, shares issued | 25,000,000 | ||
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 1,388,575 | 1,388,575 | 3,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.000001 |
Dividend | $ 0 | ||
Preferred stock conversion description | Series A Preferred Stock are convertible at a 35% discount rate to the average closing price per share of the Company’s common stock (either as listed on a national exchange or as quoted over-the-market) for the last fifteen (15) trading days immediately prior to conversion. However, no conversions of the Series A Preferred Stock to shares of common stock can occur unless the average closing price per share of the Corporation’s common stock (either as listed on a national exchange or as quoted over-the-market) for the last fifteen (15) trading days immediately prior to conversion is at least five cents ($0.05). The shares of Series A Preferred Stock vote on an “as converted” basis |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2018USD ($) |
2019 | $ 24,600 |
2020 | |
2021 | |
2022 | |
2023 | |
Total | 24,600 |
Operating Leases [Member] | |
2019 | 24,600 |
2020 | |
2021 | |
2022 | |
2023 | |
Total | $ 24,600 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 06, 2006 | |
Rent expense | $ 52,420 | $ 52,420 | |
Operating lease expiry year | June 2019 | ||
Account payable | $ 191,714 | $ 270,851 | |
Orange County Valet and Security Patrol, Inc [Member] | |||
Penalty for breach of contract | $ 11,164 | ||
Account payable | $ 28,786 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 06, 2019 | May 02, 2019 | Mar. 12, 2019 | Mar. 06, 2019 | Mar. 01, 2019 | Jan. 11, 2019 | Jul. 18, 2019 | Apr. 17, 2019 | Mar. 31, 2019 | Mar. 20, 2019 | Feb. 24, 2019 | Oct. 29, 2018 | Apr. 30, 2018 | Apr. 18, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 13, 2017 | Dec. 31, 2016 |
Converted amount | $ 500 | $ 25,800 | ||||||||||||||||
Common stock price per share | $ 0.32 | $ 0.0035 | ||||||||||||||||
Common stock par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Converted amount | $ 10,000 | |||||||||||||||||
Common stock price per share | $ 0.0011 | |||||||||||||||||
Debt conversion converted instrument, shares issued | 9,090,911 | |||||||||||||||||
Borrowed amount | $ 31,000 | $ 15,000 | $ 10,000 | $ 29,000 | $ 6,000 | $ 41,375 | $ 30,000 | $ 3,750 | $ 10,000 | |||||||||
Interest rate | 10.00% | 7.00% | 7.00% | 10.00% | 7.00% | 7.00% | 7.00% | 7.00% | 7.00% | |||||||||
Maturity date | Apr. 27, 2019 | Apr. 19, 2019 | Jan. 10, 2020 | Jul. 17, 2020 | May 30, 2019 | Mar. 30, 2020 | May 5, 2019 | |||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||||
Subsequent Event [Member] | Non Related Party [Member] | ||||||||||||||||||
Converted amount | $ 39,000 | |||||||||||||||||
Common stock price per share | $ 0.0011 | |||||||||||||||||
Debt conversion converted instrument, shares issued | 35,454,547 | |||||||||||||||||
Subsequent Event [Member] | First Capital Holdings, LLC [Member] | ||||||||||||||||||
Subsequent events description | Our common stock equal to 60% of our then outstanding common stock on a fully-diluted basis. | |||||||||||||||||
Reverse stock split common stock outstanding | 8,000,000 | |||||||||||||||||
Outstanding debt | $ 125,000 | |||||||||||||||||
Maturity year | 2 years | |||||||||||||||||
Note payable conversion price per share | $ 2 | |||||||||||||||||
Subsequent Event [Member] | IDTEC, LLC [Member] | Asset purchase agreement [Member] | ||||||||||||||||||
Common stock par value | $ 0.00001 | |||||||||||||||||
Business acquisition consideration transferred/transferrable, restricted shares | 12,000,000 | |||||||||||||||||
Description for the common stock issued and outstanding following a specified closing | Common stock issued and outstanding following a specified closing date of June 30, 2019, shall not exceed 20 million (20,000,000) shares (on a fully diluted basis) |