Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Feb. 25, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | TransBiotec, Inc. | |
Entity Central Index Key | 0001425627 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Common Stock Shares Outstanding | 261,727,117 | |
EntityFileNumber | 000-53316 | |
EntityAddressAddressLine1 | 885 Arapahoe Road | |
EntityAddressPostalZipCode | 80302 | |
EntityTaxIdentificationNumber | 260731818 | |
EntityAddressCityOrTown | Boulder | |
LocalPhoneNumber | 443-4430 | |
CityAreaCode | 303 | |
EntityAddressStateOrProvince | COLORADO |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 13,185 | $ 89 |
Prepaid expenses | 9,400 | 12,991 |
Total current assets | 22,585 | 13,080 |
Total Assets | 22,585 | 13,080 |
Current liabilities | ||
Accounts payable | 189,022 | 191,714 |
Accrued expenses | 419,607 | 421,000 |
Accrued interest payable | 630,271 | 537,118 |
Related party payables | 897,447 | 1,423,984 |
Derivative liabilities | 52,700 | |
Stock subscriptions payable | 2,574 | 1,271 |
Notes payable - current - related parties * Includes unamortized debt discount related to detached warrants of $26,506 and $8,074 at September 30, 2019 and December 31, 2018, respectively | 673,036 | 697,770 |
Notes payable - current - non-related parties * Includes unamortized debt discount related to convertible notes of none and $5,920 at September 30, 2019 and December 31, 2018, respectively | 229,574 | 163,654 |
Total current liabilities | 3,094,231 | 3,436,511 |
Total Liabilities | 3,094,231 | 3,436,511 |
Stockholders' Deficit | ||
Preferred stock, $0.00001 par value; 22,000,000 shares authorized, no shares issued or outstanding as of September 30, 2019 and December 31, 2018 | ||
Common stock, $0.00001 par value; 800,000,000 shares authorized; 214,626,540 and 116,751,078 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 2,146 | 1,172 |
Additional paid-in capital | 15,750,746 | 14,887,804 |
Accumulated deficit | (18,771,905) | (18,262,136) |
Total Transbiotec, Inc. stockholders' deficit | (3,019,013) | (3,373,146) |
Noncontrolling interest | (52,633) | (50,285) |
Total Stockholders' Deficit | (3,071,646) | (3,423,431) |
Total Liabilities and Stockholders' Deficit | 22,585 | 13,080 |
Series A Convertible Preferred stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, $0.00001 par value; 22,000,000 shares authorized, no shares issued or outstanding as of September 30, 2019 and December 31, 2018 | $ 14 | |
Series A-1 Convertible Preferred stock [Member] | ||
Stockholders' Deficit | ||
Series A-1 Convertible Preferred stock, $0.00001 par value; 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2019 and December 31, 2018 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current liabilities | ||
Notes payable current - related parties, unamortized debt issuance cost | $ 26,506 | $ 8,074 |
Notes payable current - non related parties, unamortized debt related to convertible notes | $ 5,920 | |
Stockholders' Deficit | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Common stock, shares issued | 214,626,540 | 116,751,078 |
Common stock, shares outstanding | 214,626,540 | 116,751,078 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 22,000,000 | 22,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series A Convertible Preferred stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 1,388,575 |
Preferred stock, shares outstanding | 0 | 1,388,575 |
Series A-1 Convertible Preferred stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
Revenues | ||||
Operating expenses: | ||||
General and administrative | 89,481 | 64,385 | 239,978 | 227,153 |
Total operating expenses | 89,481 | 64,385 | 239,978 | 227,153 |
Loss from operations | (89,481) | (64,385) | (239,978) | (227,153) |
Other income (expense): | ||||
Gain on fair value adjustment - derivatives | 200 | 3,400 | ||
Interest expense | (126,825) | (65,193) | (244,812) | (197,409) |
Amortization - debt discount | (4,033) | (19,866) | (4,533) | |
Total other income (expense) | (126,625) | (69,226) | (261,278) | (201,942) |
Loss before provision for income taxes | (216,106) | (133,611) | (501,256) | (429,095) |
Provision for income tax | ||||
Net loss | (216,106) | (133,611) | (501,256) | (429,095) |
Net loss attributable to noncontrolling interest | 763 | 769 | 2,348 | 2,394 |
Net loss attributable to TranBiotec, Inc. | $ (215,343) | $ (132,842) | $ (512,117) | $ (426,701) |
Net loss per share | ||||
(Basic and fully diluted) | $ (0.001) | $ (0.001) | $ (0.003) | $ (0.004) |
Weighted average number of common shares outstanding | 165,167,345 | 116,751,078 | 153,621,523 | 113,797,952 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Stockholders DeficitTransBiotec Inc [Member] | Noncontrolling Interest [Member] |
Balance, shares at Dec. 31, 2017 | 109,409,930 | 1,388,575 | |||||
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 to settle accounts payable, shares | 91,148 | ||||||
Common stock issued to settle accounts payable, amount | 428 | $ 1 | 427 | 428 | |||
Paid-in capital - relative fair value of stock warrants granted | 10,958 | 10,958 | 10,958 | ||||
Paid-in capital - gain on related party debt conversion | 7,776 | 7,776 | 7,776 | ||||
Net Income (Loss) | $ (143,870) | $ (143,049) | $ (143,049) | $ (821) | |||
Balance, shares at Mar. 31, 2018 | 109,501,078 | 1,388,575 | |||||
Balance, amount at Mar. 31, 2018 | $ (3,088,845) | $ 1,097 | $ 14 | $ 14,804,212 | $ (17,846,220) | $ (3,040,897) | $ (47,948) |
Paid-in capital - relative fair value of stock warrants granted | 18,743 | 18,743 | 18,743 | ||||
Paid-in capital - gain on related party debt conversion | 7,367 | 7,367 | 7,367 | ||||
Net Income (Loss) | (151,614) | $ (150,810) | (150,810) | $ (804) | |||
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 | |||
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 | |||
Paid-in capital - beneficial conversion feature | $ 6,000 | $ 6,000 | $ 6,000 | ||||
Balance, shares at Jun. 30, 2018 | 116,751,078 | 1,388,575 | |||||
Balance, amount at Jun. 30, 2018 | $ (3,170,049) | $ 1,172 | $ 14 | $ 14,874,547 | $ (17,997,030) | $ (3,121,297) | $ (48,752) |
Paid-in capital - gain on related party debt conversion | 6,123 | 6,123 | 6,123 | ||||
Net Income (Loss) | $ (133,611) | $ (132,842) | $ (132,842) | $ (769) | |||
Balance, shares at Sep. 30, 2018 | 116,751,078 | 1,388,575 | |||||
Balance, amount at Sep. 30, 2018 | $ (3,297,537) | $ 1,172 | $ 14 | $ 14,880,670 | $ (18,129,872) | $ (3,248,016) | $ (49,521) |
Balance, shares at Dec. 31, 2018 | 116,751,078 | 1,388,575 | |||||
Balance, amount at Dec. 31, 2018 | $ (3,423,431) | $ 1,172 | $ 14 | $ 14,887,804 | $ (18,262,136) | $ (3,373,146) | $ (50,285) |
Paid-in capital - relative fair value of stock warrants granted | 22,665 | 22,665 | 22,665 | ||||
Paid-in capital - gain on related party debt conversion | 8,113 | 8,113 | 8,113 | ||||
Net Income (Loss) | (139,056) | $ (138,289) | (138,289) | $ (767) | |||
Common stock issued for cash, shares | 35,454,547 | ||||||
Common stock issued for cash, amount | $ 39,000 | $ 350 | $ 38,650 | $ 39,000 | |||
Balance, shares at Mar. 31, 2019 | 152,205,625 | 1,388,575 | |||||
Balance, amount at Mar. 31, 2019 | $ (3,492,709) | $ 1,522 | $ 14 | $ 14,957,232 | $ (18,400,425) | $ (3,441,657) | $ (51,052) |
Paid-in capital - relative fair value of stock warrants granted | 12,365 | 12,365 | 12,365 | ||||
Paid-in capital - gain on related party debt conversion | 7,409 | 7,409 | 7,409 | ||||
Net Income (Loss) | $ (156,955) | $ (156,137) | $ (156,137) | $ (818) | |||
Balance, shares at Jun. 30, 2019 | 152,205,625 | 1,388,575 | |||||
Balance, amount at Jun. 30, 2019 | $ (3,629,890) | $ 1,522 | $ 14 | $ 14,977,006 | $ (18,556,562) | $ (3,578,020) | $ (51,870) |
Paid-in capital - relative fair value of stock warrants granted | 19,505 | 19,505 | 19,505 | ||||
Paid-in capital - gain on related party debt conversion | 13,071 | 13,071 | 13,071 | ||||
Net Income (Loss) | (216,106) | $ (215,343) | (215,343) | $ (763) | |||
Common stock issued for accrued executive compensation, shares | 14,000,000 | ||||||
Common stock issued for accrued executive compensation, amount | 59,500 | $ 140 | 59,360 | 59,500 | |||
Common stock issued due to stock warrants exercise, shares | 34,535,165 | ||||||
Common stock issued due to stock warrants exercise, amount | 146,774 | $ 345 | 146,429 | 146,774 | |||
Common stock issued upon conversion of convertible preferred stock to common stock, shares | 13,885,750 | (1,388,575) | |||||
Common stock issued upon conversion of convertible preferred stock to common stock, amount | (1,329,561) | $ 139 | $ (14) | (1,329,686) | (1,329,561) | ||
Paid-in capital - gain on related party executive compensation conversion | 535,500 | 535,500 | 535,500 | ||||
Paid-in capital - gain on related party preferred stock conversion | $ 1,329,561 | $ 1,329,561 | $ 1,329,561 | ||||
Balance, shares at Sep. 30, 2019 | 214,626,540 | ||||||
Balance, amount at Sep. 30, 2019 | $ (3,071,646) | $ 2,146 | $ 15,750,746 | $ (18,771,905) | $ (3,019,013) | $ (52,633) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Activities | ||
Net loss | $ (512,117) | $ (426,701) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | (3,400) | |
Interest expense - conversion feature | 56,100 | |
Amortization - debt discount | 5,920 | 4,533 |
Stock warrants expense | 36,103 | 33,138 |
Stock options expense | 4,500 | |
Stock-based compensation expense | 7,999 | |
Changes in assets and liabilities: | ||
Prepaid expenses | 3,591 | 14,374 |
Accounts payable | (2,692) | (105,765) |
Accrued expenses | (1,393) | (76,923) |
Accrued interest payable | 123,008 | 116,122 |
Related party payables | 91,048 | 366,777 |
Stock subscriptions payable | 1,303 | 927 |
Net cash used in operating activities | (202,529) | (61,019) |
Financing Activities: | ||
Proceeds from notes payable - related parties | 116,625 | 55,300 |
Proceeds from notes payable - non-related parties | 60,000 | 6,000 |
Proceeds from issuances of common stock - non-related parties | 39,000 | |
Net cash provided by financing activities | 215,625 | 61,300 |
Net Change In Cash | 13,096 | 281 |
Cash At The Beginning Of The Period | 89 | 142 |
Cash At The End Of The Period | 13,185 | 423 |
Schedule Of Non-Cash Investing And Financing Activities: | ||
Related party payables converted to capital | 59,500 | |
Gain on related party payables converted to capital | 564,093 | 21,695 |
Gain on related party conversion of preferred stock into common stock | 1,329,561 | |
Relative fair value of stock warrants granted | 54,535 | 29,701 |
Fair value of embedded conversion feature | 56,100 | |
Intrinsic value - beneficial conversion feature | 6,000 | |
Exercise of cashless stock warrants | 146,774 | |
Research and development prepaid expenses with commons shares | 25,800 | |
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 | 9 Months Ended |
Sep. 30, 2019 | |
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 unaudited condensed 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”). These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K filed with the SEC on August 8, 2019. In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2019 and December 31, 2018, and results of operations for the three and nine month period ended September 30, 2019 and for the year ended December 31, 2018. Principles of Consolidation The accompanying unaudited condensed 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 unaudited condensed financial statements. Use of Estimates The preparation of unaudited condensed 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 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 September 30, 2019 and December 31, 2018. 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 September 30, 2019 and December 31, 2018, 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 stock 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 Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses, accrued interest payable, notes payable, related party payables, convertible debentures, and other payables. Pursuant to ASC 820 and 825, the fair value of our derivative liabilities is determined based on “Level 3” inputs. 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 following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2019 and December 31, 2018: September 30, 2019 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 52,700 $ - $ - $ 52,700 December 31, 2018 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ - 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 Monte Carlo Simulation 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. Stock-based Compensation Stock-based compensation cost to employees and non-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 ASC 718. For options issued to employees and non-employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Minority Interest (Noncontrolling Interest) A subsidiary of the Company has minority members representing ownership interests of 1.38% at September 30, 2019 and December 31, 2018. 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 none during the nine month period ended September 30, 2019 and $8,826 during the nine month period ended September 30, 2018. 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 FASB issued ASU 2016-02, Leases (Topic 842) 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 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 adopted this new standard; however, the Company currently has no revenue and only net operating loss carryforwards that result in a tax benefit during the nine month period ended September 30, 2019. The Company also has no deferred tax assets (offset in full by a valuation allowance) or tax liabilities on its balance sheet as of September 30, 2019 and December 31, 2018. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2019 | |
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 September 30, 2019, the Company has an accumulated deficit of $18,771,905, a $13,185 cash balance, carrying loans of principal and interest in default totaling $1,404,228, and negative cash flows from operating activities of $202,529. 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 entity’s 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, 2019 (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 Seller’s 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 TransBiotec’s $0.00001 par value common stock issued and outstanding following a tentative closing date of April 1, 2020 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 contingent upon actions to be performed by the Company and this performance has not occurred on or before September 30, 2019. As such, substantial doubt about the entity’s ability to continue as a going concern has not been alleviated as of September 30, 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2019 | |
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. 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 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 and his stock option to purchase 1,500,000 shares of the Company’s common stock was cancelled by the Company in 2019. On December 3, 2014, Lanphere Law Group, a related party and the Company’s 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 one half of the 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 are for legal expenses and are recorded to general and administrative expense as incurred. The Company has recorded to equity, a total related party gain connected to these conversions during the nine month period ended September 30, 2019 and 2018 of $22,585 and $15,143, respectively. Per this agreement as of September 30, 2019 and December 31, 2018, on a cumulative basis, approximately $201,831 of related party payables was converted into 2,242,565 common shares and $201,831 was converted into 2,242,565 common shares, respectively. The Company has a stock subscription payable due to Lanphere Law Group as of September 30, 2019 of $2,574 convertible into 508,686 of its common shares, and $1,271 convertible into 243,273 of its common shares as of December 31, 2018. On July 1, 2015, the Company amended the December 3, 2014 note payable agreement with Lanphere Law Group, a related party and the Company’s largest shareholder, which forgave $108,000 of the note payable’s principal balance. This debt forgiveness decreased 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 payable’s 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 Company’s largest shareholder, irrevocably elected to exercise warrants in order to acquire 32,248,932 shares of the Company’s 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. As of September 30, 2019 and December 31, 2018, the principal balance of this note is $31,662 and $31,662, respectively. As of September 30, 2019 and December 31, 2018, the accrued interest on this note is $8,709 and $5,539, 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 owned warrants to acquire an additional 27,400,745 shares of our common stock. On April 30, 2018, Daljit Khangura, a related party, irrevocably elected to exercise options in order to acquire 450,000 shares of the Company’s 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 Company’s 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. On August 23, 2019, the Company entered into a Debt Conversion and Common Stock Purchase Plan (the “Lanphere SPA”) with Michael Lanphere, one of the Company’s officers, under which the Company agreed to issue 21,400,745 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Lanphere under numerous promissory notes. Mr. Lanphere’s option to acquire the shares was under the terms of certain Loan Agreement with Promissory Note and Stock Fees agreements entered into with the Company and Mr. Lanphere. The amount of the debt reduction and, therefore the purchase price of the shares, was $96,303 which was used for the deduction of related party notes payable principal of $77,927 and accrued interest of $18,376. The Company recognized a related party gain of $5,350 and accounted for it as additional paid-in capital. The common shares were issued on or about August 28, 2019 at an effective conversion price of $0.0045 per share. After this exercise, Lanphere Law Group owns warrants to acquire an additional 15,103,261 shares of our common stock. On August 23, 2019, the Company entered into a Debt Conversion and Common Stock Purchase Plan (the “Mishal SPA”) with Devadatt Mishal, one of the Company’s directors, under which the Company agreed to issue 13,134,420 shares of its common stock in exchange for a reduction in the amounts owed to Mr. Mishal under numerous promissory notes. Mr. Mishal’s option to acquire the shares was under the terms of certain Loan Agreement with Promissory Note and Stock Fees agreements entered into with the Company and Mr. Mishal. The amount of the debt reduction and, therefore the purchase price of the shares, was $56,478 which was used for the deduction of related party notes payable principal of $45,000 and accrued interest of $11,478. The Company recognized a related party gain of $657 and accounted for it as additional paid-in capital. The common shares were issued on or about August 28, 2019 at an effective conversion price of $0.0043 per share. After this exercise, Devadatt Mishal owns no warrants to acquire additional shares of our common stock. Due to cash flow constraints, the Company has experienced difficulty in compensating its directors for their service in their capacity as directors; therefore, such directors may receive stock options to purchase common shares as awarded by its 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 its Board of Directors. The Company’s 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 August 23, 2019, the Company entered into a Common Stock Purchase Agreement (the “Bennington SPA”) with Charles Bennington, one of the Company’s officers and directors, under which the Company agreed to issue 14,000,000 shares of its common stock in exchange for Mr. Bennington forgiving $595,000 in accrued compensation and services due. The Company also recorded a related party gain on the conversion of executive compensation to common shares of $535,500 that was accounted for as additional paid-in capital. The common shares were issued on or about August 28, 2019 at a per-share purchase price of $0.00425 per share. As of September 30, 2019 and December 31, 2018, the Company had payables due to a related party for accrued executive compensation and services of none and $474,156, respectively. On August 23, 2019, the Company entered into a Share Exchange Agreement (the “Lanphere SEA”) with Michael Lanphere, one of the Company’s officers, under which the Company agreed to issue 5,206,430 shares of its common stock in exchange for 520,643 shares of the Company’s Series A Convertible Preferred Stock owned by Mr. Lanphere. The Series A Convertible Preferred stock were exchanged for the Company’s common shares at a price of $0.10 per share. The fair value of the common shares was $22,127. Per ASC 470-50-40-2, debt modification and extinguishment transactions between related parties are in essence a capital contribution from a related party. As a result, rather than recording a gain on extinguishment of debt, the Company recorded $498,516 to additional paid-in capital on the unaudited condensed consolidated balance sheet. On August 23, 2019, the Company entered into a Share Exchange Agreement (the “Justus SEA”) with Vernon Justus, a related party, under which the Company agreed to issue 8,679,320 shares of its common stock in exchange for 867,932 shares of the Company’s Series A Convertible Preferred Stock owned by Mr. Justus. The Series A Convertible Preferred stock were exchanged for the Company’s common shares at a price of $0.10 per share. The fair value of the common shares was $36,887. Per ASC 470-50-40-2, debt modification and extinguishment transactions between related parties are in essence a capital contribution from a related party. As a result, rather than recording a gain on extinguishment of debt, the Company recorded $831,045 to additional paid-in capital on the unaudited condensed consolidated balance sheet. The Company entered into a lease agreement with Lanphere Law Group, a related party and the Company’s 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 nine month period ended September 30, 2019 and 2018 of $39,315 and $39,315, respectively, was accounted for as general and administrative expense. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2019 | |
NOTES PAYABLE | |
NOTE 4. NOTES PAYABLE | RELATED PARTIES The Company has four convertible notes payable to related parties that have a principal balance of $91,000 and $91,000 as of September 30, 2019 and December 31, 2018, respectively. These notes carry interest rates of 9% and have due dates ranging from 1/23/2014 - 4/8/2015. All four 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 September 30, 2019 and December 31, 2018. No beneficial conversion feature expense was incurred during the nine month period ended September 30, 2019 and 2018. The Company has nine non-convertible notes payable to related parties that have a principal balance of $328,423 and $343,700 as of September 30, 2019 and December 31, 2018, respectively. These notes carry interest rates ranging from 0% - 10% and have due dates ranging from 8/03/2012 - 11/28/2016. All nine notes are currently in default and carry a default interest rate of 10%. The Company has twenty-four notes payable with detached free-standing warrants to related parties that have a principal balance of $280,119 and $271,144 as of September 30, 2019 and December 31, 2018, respectively. These notes carry interest rates ranging from 7% - 10% and have due dates ranging from 8/05/2015 - 03/30/2020. Twenty-two of the twenty-four notes, carrying a total principal balance of $270,369, 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 $0.001 - $0.016. As of September 30, 2019 and December 31, 2018, these notes carried outstanding detached free-standing warrants of 15,103,261 and 23,953,003, respectively. The unamortized discount related to these warrants at September 30, 2019 and December 31, 2018 is $26,506 and $8,074, respectively. During the nine month period ended September 30, 2019 and 2018, stock warrants amortization expense recorded to interest expense was $36,103 and $33,138, respectively. The reason for the decrease in stock warrants expense was directly related to the timing of funds borrowed and the related amortization of its stock warrants. The relative fair market value of stock warrants granted during the nine month period ended September 30, 2019 and 2018 was $54,535 and $29,701, 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 1.83% - 2.53%, dividend yield of 0%, expected life of 5 years, volatility between 134% - 138%. Total interest expense for related party notes was $65,919 and $60,198 for the nine month period ended September 30, 2019 and 2018, respectively. September 30, 2019 December 31, 2018 Convertible Notes Payable $ 91,000 $ 91,000 Conventional Non-Convertible Notes Payable 328,423 343,700 Notes Payable with Detached Free-standing Warrants 280,119 271,144 Unamortized Discount (26,506 ) (8,074 ) Net Related Party Notes Payable $ 673,036 $ 697,770 NON- RELATED PARTIES The Company has seventeen convertible notes payable to non-related parties that have a principal balance of $203,136 and $143,136 as of September 30, 2019 and December 31, 2018, respectively. These notes carry interest rates ranging from 5% - 30% and have due dates ranging from 10/30/2012 - 5/23/2019. Fifteen of the seventeen notes, carrying a total principal balance of $143,136, 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. On March 1, 2019 and May 3, 2019, the Company entered into convertible note payable agreements that converts to its common stock at a variable conversion price. As further discussed in Note 5 – Derivative Liability The Company has three non-convertible notes payable to non-related parties that have a principal balance of $21,438 and $21,438 as of September 30, 2019 and December 31, 2018, respectively. These notes carry interest rates ranging from 9% - 18% and have due dates ranging from 1/31/2013 - 11/28/2015. All three notes are currently in default and carry a default interest rate of 10%. The Company has one 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 September 30, 2019 and December 31, 2018, 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. The detached free-standing warrants for this note payable were not exercised by the note holder and expired on May 16, 2019. As of September 30, 2019 and December 31, 2018, this note carried outstanding detached free-standing warrants of none and 50,000, respectively. There was no unamortized discount related to these warrants as of September 30, 2019 and December 31, 2018, and no stock warrants amortization expense was recorded to interest expense during the nine month period ended September 30, 2019 and 2018. Total interest expense for non-related party notes was $44,643 and $37,128 for the nine month period ended September 30, 2019 and 2018, respectively. September 30, 2019 December 31, 2018 Convertible Notes Payable $ 203,136 $ 143,136 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 $ 229,574 $ 163,654 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 30, 2019 | |
DERIVATIVE LIABILITY | |
NOTE 5. DERIVATIVE LIABILITY | On March 1, 2019, the Company borrowed $29,000 under a convertible promissory note agreement from an unrelated party that is due upon demand from the investor. On May 3, 2019, the Company borrowed $31,000 under a convertible promissory note agreement from an unrelated party that is due upon demand from the investor. Both notes bear interest at a rate of 10% per annum and are convertible into the Company’s common shares at a variable conversion price based on a 50% discount of the market price at an undetermined future date. The Company analyzed the conversion features of the note agreement for derivative accounting consideration under ASU 2017-11 (ASC 815-15 Derivatives and Hedging), and determined the embedded conversion features should be classified as a derivative because the exercise price of the convertible note is subject to a variable conversion rate and should be therefore accounted for at fair value under ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments. In accordance with ASC 815-15, the Company has bifurcated the conversion feature of the note and recorded a derivative liability. The embedded derivative for the notes is carried on the Company’s balance sheet at fair value. The derivative liability is marked to market each measurement period and any unrealized change in fair value is recorded as a component of the statement of operations and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using a Monte Carlo simulation model based on the following assumptions: (1) expected volatility from 240% to 250%, (2) risk-free interest rate of 1.83% and (3) expected life of 1 year. On March 1, 2019, the date of the first note, the fair value of the embedded derivative was $28,000. On May 3, 2019, the date of the second note, the fair value of the embedded derivative was $28,100. The notes carried an embedded conversion feature of $56,100 and was accounted for as interest expense during the nine month period ended September 30, 2019. The fair value of the embedded derivative is $52,700 and is recorded on the balance sheet as a derivative liability at September 30, 2019. The notes were not converted during the nine month period September 30, 2019. Utilizing level 3 inputs, the Company recorded a fair market value gain of $3,400 and none during the nine month period ended September 30, 2019 and 2018, respectively. A summary of the activity of the derivative liability is shown below: Balance at December 31, 2018 $ - Fair value of derivatives issued 56,100 Fair market value adjustments (3,400 ) Balance at September 30, 2019 $ 52,700 |
STOCK WARRANTS AND STOCK OPTION
STOCK WARRANTS AND STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2019 | |
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%) or eighty percent (80%) 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). 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 September 30, 2019 and December 31, 2018 were 15,103,261 and 10,818,583, respectively. The total outstanding balance of all non-employee stock warrants in TransBiotec, Inc. is 15,103,261 and 24,003,003 at September 30, 2019 and December 31 2018, respectively. There were 25,685,423 non-employee detached free-standing stock warrants granted during the nine month period ended September 30, 2019 and 7,882,392 non-employee detached free-standing stock warrants granted during the nine month period ended September 30, 2018. The relative fair value of these non-employee stock warrants granted during the nine month period ended September 30, 2019 and 2018 totaled $54,535 and $29,701, respectively, and were determined using the Black-Sholes option pricing model based on the following assumptions: Sept. 30, 2019 Sept. 30, 2018 Exercise Price $ 0.0018664652- $0.0062 $ 0.0042 - $0.0043 Dividend Yield 0 % 0 % Volatility 134% - 138 % 141% - 144 % Risk-free Interest Rate 1.83% – 2.53 % 2.65% – 2.68 % Expected Life of Options 5 Years 5 Years The following table summarizes the changes in the Company’s outstanding warrants during the nine months ended September 30, 2019 and 2018 and as of September 30, 2019 and December 31, 2018: 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, 2017 16,120,611 $ 0.0042 - 0.0190 4.06 Years $ 0.0066 $ - Warrants Granted 7,882,392 $ 0.0042- 0.0043 4.50 Years $ 0.0042 $ 6,232 Warrants Exercised - - Warrants Expired - - Balance at September 30, 2018 24,003,003 $ 0.0042-0.0190 3.70 Years $ 0.0058 $ - 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, 2018 24,003,003 $ 0.0042 - 0.0190 3.45 Years $ 0.0058 $ - Warrants Granted 25,685,423 $ 0.0018664652- 0.062 4.50 Years $ 0.0037 $ 161,129 Warrants Exercised (34,535,165 ) $ 0.00187 - $0.016 $ 0.0049 Warrants Expired (50,000 ) $ 0.019 $ 0.019 Balance at September 30, 2019 15,103,261 $ 0.0040 - $0.0046 4.55 Years $ 0.0044 $ 85,158 Exercisable at December 31, 2018 24,003,003 $ 0.0042 - 0.0190 3.45 Years $ 0.0058 $ - Exercisable at Sept. 30,2019 15,103,261 $ 0.0040- $0.0046 4.55 Years $ 0.0044 $ 85,158 On April 30, 2018, a related party exercised 450,000 of his stock options at an exercise price of $0.01 per share. As of September 30, 2019 and December 31, 2018, there were two outstanding stock options to officers, directors, and consultants to purchase 275,000 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. These stock options vested upon grant. There were no stock options granted during the nine months ended September 30, 2019 and 2018. 1,500,000 stock options were exercised, forfeited or expired during the nine month period ended September 30, 2019 and 450,000 stock options were exercised, forfeited or expired during the nine month period ended September 30. 2018. The following table summarizes the changes in the Company’s outstanding stock options during the nine month period ended September 30, 2019 and 2018, and as of September 30, 2019 and December 31, 2018: 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, 2017 2,225,000 $ 0.0045 - 0.25 3.00 Years $ 0.0204 $ - Options Granted - - Options Exercised 450,000 $ 0.01 Options Cancelled - - Options Expired - - Balance at September 30, 2018 1,775,000 $ 0.0045 – 0.25 2.57 Years $ 0.0083 $ - 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, 2018 1,775,000 $ 0.0045-0.25 2.32 Years $ 0.0083 $ - Options Granted - - Options Exercised - - Options Cancelled 1,500,000 $ 0.0045 $ 0.0045 Options Expired - - Balance at September 30, 2019 275,000 $ 0.007–0.25 0.07 Years $ 0.0291 $ - Exercisable at December 31, 2018 1,775,000 $ 0.0045-0.25 2.32 Years $ 0.0083 $ - Exercisable at Sept. 30, 2019 275,000 $ 0.007-0.25 0.07 Years $ 0.0291 $ - Executive Stock Options The Company had 250,000 outstanding executive stock options exercisable at $0.007 per share as of September 30, 2019 and December 31, 2018. Stock Subscriptions Payable The Company had stock subscriptions payable due to a related party of $2,574 convertible into 508,686 of its common shares at September 30, 2019. 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 recorded a related party gain of $22,585 and $21,266 related to the outstanding stock subscriptions payable during the nine month period ended September 30, 2019 and 2018, respectively. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2019 | |
COMMON STOCK | |
NOTE 7. COMMON STOCK | 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 converted $25,800 of prepaid consulting, research and development costs owed to six non-related parties into 6,000,000 issued shares of our common stock at a purchase price of $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 shares of its common stock at $0.01 per share. On February 25, 2019, the Company issued 35,454,547 shares of its common stock to non-related parties for $39,000 in cash. On August 23, 2019, the Company converted $56,478 of related party debt into 13,134,420 shares of its common stock at $0.0043 per share. On August 23, 2019, the Company converted $96,303 of related party debt into 21,400,745 shares of its common stock at $0.0045 per share. On August 23, 2019, the Company converted $595,000 of accrued executive compensation owed to a related party into 14,000,000 shares of its common stock at $0.10 per share. On August 23, 2019, the Company issued to a related party 5,206,430 shares of its common stock in exchange for 520,643 shares of the Company’s Series A Convertible Preferred Stock at $0.10 per share. The fair value of the common shares was $22,127. Per ASC 470-50-40-2, debt modification and extinguishment transactions between related parties are in essence a capital contribution from a related party. As a result, rather than recording a gain on extinguishment of debt, the Company recorded $498,516 to additional paid-in capital on the unaudited condensed consolidated balance sheet. On August 23, 2019, the Company issued to a related party 8,679,320 shares of its common stock in exchange for 867,932 shares of the Company’s Series A Convertible Preferred Stock at $0.10 per share. Per ASC 470-50-40-2, debt modification and extinguishment transactions between related parties are in essence a capital contribution from a related party. As a result, rather than recording a gain on extinguishment of debt, the Company recorded $831,045 to additional paid-in capital on the unaudited condensed consolidated balance sheet. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2019 | |
PREFERRED STOCK | |
NOTE 8. PREFERRED STOCK | On November 20, 2015, the Company’s 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 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 Convertible 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 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 Company’s common stock after giving effect to such conversion. On August 23, 2019, the Company entered into a Share Exchange Agreement (the “Lanphere” SEA) with Michael Lanphere, one of the Company’s officers, under which the Company agreed to issue 5,206,430 shares of its common stock in exchange for 520,643 shares of the Company’s Series A Convertible Preferred Stock owned by Mr. Lanphere. The Series A Convertible Preferred stock were exchanged for the Company’s common shares at a price of $0.10 per share and were issued on or about August 28, 2019. The fair value of the common shares was $22,127. Per ASC 470-50-40-2, debt modification and extinguishment transactions between related parties are in essence a capital contribution from a related party. As a result, rather than recording a gain on extinguishment of debt, the Company recorded $498,516 to additional paid-in capital on the unaudited condensed consolidated balance sheet. On August 23, 2019, the Company entered into a Share Exchange Agreement (the “Justus” SEA) with Vernon Justus, an individual, under which the Company agreed to issue 8,679,320 shares of its common stock in exchange for 867,932 shares of the Company’s Series A Convertible Preferred Stock owned by Mr. Justus. The Series A Convertible Preferred stock were exchanged for the Company’s common shares at a price of $0.10 per share and were issued on or about August 28, 2019. The fair value of the common shares was $36,887. Per ASC 470-50-40-2, debt modification and extinguishment transactions between related parties are in essence a capital contribution from a related party. As a result, rather than recording a gain on extinguishment of debt, the Company recorded $831,045 to additional paid-in capital on the unaudited condensed consolidated balance sheet. As of September 30, 2019 and December 31, 2018, the Company had none and 1,388,575 issued shares of its Series A Convertible Preferred stock, respectively. During the nine month period ended September 30, 2019 and 2018, no dividends were declared for holders of the Series A Convertible Preferred stock. On August 8, 2019, the Company entered into an 8% Series A-1 Convertible Preferred Stock Investment Agreement with First Capital Ventures, LLC (“FCV”), and its assignee. The Company desires to raise between $1,000,000 and $2,000,000 from the sale of its 8% Series A-1 Convertible Preferred Stock and FCV intends to raise between $1,000,000 and $2,000,000 (net after offering expenses) in a special purchase vehicle (“SPV”) created by FCV to purchase the 8% Series A-1 Convertible Preferred Stock. The Company granted FCV and its assigns, the exclusive right to purchase the 8% Series A-1 Convertible Preferred Stock. The Company agreed to pay certain legal and other expenses of the SPV subsequent to the day in which the Company receives a minimum of $1,000,000 from the sale of 1,000,000 shares of the 8% Series A-1 Convertible Preferred Stock. The Company also agreed to cancel all shares of its issued and outstanding Series A Convertible Preferred Stock immediately following the closing date, to pay $141,403 to the SPV for its legal costs and expenses, and to pay or reimburse for any other costs or expenses related to the offering and sale of the interests in the SPV, including but not limited to, any sales commissions or other offering and organization expenses. The Company further agreed to issue FCV a three-year stock warrant to purchase 150,000 (post-split) shares of its Common Stock at an exercise price of $1.00 per share immediately following the closing date. The Company agreed to enter into a “business development” agreement with FCV, or its assignee, on the sale of the first $1,000,000 of 8% Series A-1 Convertible Preferred Stock and also granted FCV and its assigns, the right to use the name “SOBR SAFE” and any related intellectual property in connection with the SPV, and the offering of the Interests in the SPV. No proceeds were sent or received. As of September 30, 2019 and December 31, 2018, the Company has not issued shares of its Series A-1 Convertible Preferred stock. During the nine month period ended September 30, 2019 and 2018, no dividends have been declared for holders of the Series A-1 Convertible Preferred stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 9. COMMITMENTS AND CONTINGENCIES | Operating Leases The Company leased office space under a long-term operating lease that expired 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 $39,315 and $39,315 for the nine month period ended September 30, 2019 and September 30, 2018, respectively. 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 Plaintiff’s perfected the judgment against us, but we have not heard from the Plaintiffs as of February 2020. 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. On December 12, 2019, the Company entered into a Series A-1 Convertible Preferred Stock Purchase Agreement (the “SPA”) with SOBR SAFE, LLC, a Delaware limited liability company and an entity controlled by Gary Graham, one of the Company’s Directors (“SOBR SAFE”), under which (i) the Company agreed to create a new series of convertible preferred stock entitled “Series A-1 Convertible Preferred Stock,” with Two Million (2,000,000) shares authorized and the following rights: (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of our common stock at $1 per share, (d) redemption rights such that the Company has the right, upon thirty (30) days written notice, at any time after one year from the date of issuance, to redeem the all or part of the Series A-1 Preferred Stock for 150% of the original issuance price, (e) no call rights by the Company, and (f) each share of Series A Convertible Preferred stock will vote on an “as converted” basis; and (ii) SOBR SAFE agreed to acquire One Million (1,000,000) shares of the Company’s Series A-1 Convertible Preferred Stock (the “Preferred Shares”), once created, in exchange for One Million Dollars ($1,000,000) (the “Purchase Price”). Upon receiving the Purchase Price on December 12, 2019, the Company was therefore committed and agreed to pay the SPV for its legal costs and other expenses totaling $141,403. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 10. SUBSEQUENT EVENTS | On October 24, 2019, the TransBiotec, Inc. 2019 Equity Incentive Plan, approved by the Company’s Board of Directors on September 9, 2019, went effective and allows our Board of Directors to issue stock grants, stock options and other equity incentive awards to our officers, directors, employees and consultants. The approval of the plan authorized an aggregate of 128,000,000 shares of the Company’s common stock, subject to stock splits, recapitalizations, and other adjustments, for issuance to all employees of the Company, or any Subsidiary of the Company, to any non-employee director, consultants, and to independent contractors of the Company, or any Subsidiary and any joint venture partners of the Company or any Subsidiary. The Plan will be administered by the Compensation Committee of the Board of Directors (or the entire Board of Directors if the Company does not have a Compensation Committee). Under the Plan, the Committee may award Eligible Recipients with shares of its Common Stock in the form of Incentive Awards, Restricted Stock Awards, SARs, RSUs, Performance Awards, and Other Awards as defined in the Plan. The Common Stock under the Plan will come from authorized but unissued shares of the Company’s Common Stock. The Plan is intended to advance the interest of the Company and its stockholders by enabling the Company and its Subsidiaries to attract and retain persons of ability to perform services for the Company and its Subsidiaries by providing an incentive to such individuals through equity participation in the Company and by rewarding those individuals who contribute to the achievement of the Company’s operational and financial objectives. On October 17, 2019 and October 28, 2019, Daljit Khangura and Devadatt Mishal, respectively, submitted their resignations from the Company’s Board of Directors. According to their resignation letters, there are no disagreements with either Mr. Khangura or Dr. Mishal. On October 25, 2019, Charles Bennington submitted his resignation as the Company’s Chief Executive Officer, effective with the appointment of his replacement. Mr. Bennington is continuing on as the Company’s President (our principal executive officer), our Secretary, and as a member of our Board of Directors. According to Mr. Bennington’s resignation letter, there are no disagreements with Mr. Bennington. On October 25, 2019, the Company entered into an Employment Agreement with Mr. Kevin Moore to serve as the Company’s Chief Executive Officer (the “Moore Agreement”). Under the terms of the Moore Agreement, Mr. Moore will serve as our Chief Executive Officer until October 24, 2022, unless either (i) the transaction that is the subject of that certain Asset Purchase Agreement with IDTEC, LLC, a Colorado limited liability company (the “IDTEC Transaction”), has not closed by January 31, 2020, in which case Mr. Moore’s employment will terminate immediately, or (ii) he is terminated pursuant to the other termination provisions set forth in the Moore Agreement. Under the terms of the Moore Agreement, Mr. Moore will perform services for the Company that are customary and usual for a chief executive officer of a company, in exchange for: (i) 800,000 shares of our common stock per month until the IDTEC Transaction closes, (ii) thereafter, an annual base salary of $213,000, (iii) sales bonuses based on the Company’s sales, and (iv) incentive stock options under our 2019 Equity Compensation Plan to acquire 35,200,000 shares of our common stock, at an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 977,777 shares during the three-year term of the Moore Agreement. The stock options have a ten year term. The Company will be issuing Mr. Moore a stock option agreement for the options he was issued under the Moore Agreement. No shares were issued to Mr. Moore. On October 25, 2019, the Company entered into an Employment Agreement with Mr. David Gandini to serve as our Chief Revenue Officer (the “Gandini Agreement”). Under the terms of the Gandini Agreement, Mr. Gandini will serve as the Company’s Chief Revenue Officer until October 24, 2022, unless either (i) the transaction that is the subject of that certain Asset Purchase Agreement with IDTEC, LLC, a Colorado limited liability company (the “IDTEC Transaction”), has not closed by January 31, 2020, in which case Mr. Gandini’s employment will terminate immediately, or (ii) he is terminated pursuant to the other termination provisions set forth in the Gandini Agreement. Under the terms of the Gandini Agreement, Mr. Gandini will perform services for us that are customary and usual for a chief revenue officer of a company, in exchange for: (i) an annual base salary of $185,000, (ii) sales bonuses based on the Company’s sales, (iii) incentive stock options under our 2019 Equity Compensation Plan to acquire 24,000,000 shares of our common stock, at an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 666,666 shares during the three-year term of the Gandini Agreement, and (iv) an aggregate of 8,000,000 additional option shares (the “Pre-Vesting Option Shares”) to vest as follows: (i) 6,666,600 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019 to vest on November 1, 2019; and (ii) the remaining 1,333,400 Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 shall vest on January 1, 2020. The stock options have a ten year term. The Company will be issuing Mr. Gandini a stock option agreement for the options he was issued under the Gandini Agreement. No shares were issued to Mr. Gandini. On October 25, 2019, the Company granted Charles Bennington, one of the Company’s officers and directors, an option to acquire 800,000 shares of our common stock under the Company’s 2019 Equity Incentive Plan. The stock option has an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with option vesting quarterly over a one year period commencing January 1, 2020. The stock option has a five year term. The issuance of the stock option was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact Mr. Bennington is one of our officers and directors, is a sophisticated investor and familiar with our operations. No shares were issued to Mr. Bennington. On October 25, 2019, the Company granted Nick Noceti, the Company’s Chief Financial Officer, an option to acquire 800,000 shares of our common stock under our 2019 Equity Incentive Plan. The stock option has an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with option vesting quarterly over a two year period commencing January 1, 2020. The stock option has a five year term. The issuance of the stock option was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact Mr. Noceti is the Company’s Chief Financial Officer, is a sophisticated investor and familiar with our operations. No shares were issued to Mr. Noceti. On October 25, 2019, the Company granted Gary Graham, one of the Company’s directors, an option to acquire 800,000 shares of our common stock under our 2019 Equity Incentive Plan. The stock option has an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with option vesting quarterly over a one year period commencing January 1, 2020. The stock option has a five year term. The issuance of the stock option was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact Mr. Graham had been consulting with the Company for more than one year at the time of grant, is a sophisticated investor and familiar with our operations. No shares were issued to Mr. Graham. On October 25, 2019, the Company issued stock options to acquire an aggregate of 6,400,000 shares of our common stock to four non-affiliated individuals and entities that have been working with the Company for over the last year. The stock options were issued under our 2019 Equity Incentive Plan at an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the options vesting quarterly over a two year period commencing January 1, 2020. The stock options have either a two year or five year term. The issuance of the stock option was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the individuals and entities have been consulting with the Company for months, are sophisticated investors and familiar with our operations. On November 7, 2019, the Company’s Board of Directors appointed Gary Graham to its Board of Directors. Mr. Graham will serve in this capacity until the next meeting of stockholders or until his successor has been duly elected and qualified, or until the earlier of his death, resignation or removal. On November 22, 2019, the Company’s Board of Directors approved the appointment of Kevin Moore and David Gandini, Chief Executive Officer and Chief Revenue Officer, respectively, to the Company’s Board of Directors, effective December 2, 2019. They will serve in this capacity until the next meeting of stockholders or until their successor has been duly elected and qualified, or until the earlier of their death, resignation or removal. On December 12, 2019, the Company entered into a Series A-1 Preferred Stock Purchase Agreement (the “SPA”) with SOBR SAFE, LLC, a Delaware limited liability company and an entity controlled by Gary Graham, one of the Company’s Directors (“SOBR SAFE”), under which (i) the Company agreed to create a new series of convertible preferred stock entitled “Series A-1 Convertible Preferred Stock,” with Two Million (2,000,000) shares authorized and the following rights: (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of our common stock at $1 per share, (d) redemption rights such that the Company has the right, upon thirty (30) days written notice, at any time after one year from the date of issuance, to redeem the all or part of the Series A-1 Preferred Stock for 150% of the original issuance price, (e) no call rights by the Company, and (f) each share of Series A Convertible Preferred stock will vote on an “as converted” basis; and (ii) SOBR SAFE agreed to acquire One Million (1,000,000) shares of the Company’s Series A-1 Convertible Preferred Stock (the “Preferred Shares”), once created, in exchange for One Million Dollars ($1,000,000) (the “Purchase Price”). The Company received the Purchase Price on December 12, 2019 and will issue the Preferred Shares as soon as the Company receives confirmation from the State of Delaware that the Series A-1 Preferred Stock has been created. In connection with the closing of the SPA, holders of our common stock representing approximately 52% of the Company’s outstanding common stock and voting rights signed irrevocable proxies to Gary Graham and/or Paul Spieker for the purpose of allowing Mr. Graham and/or Mr. Spieker to vote those shares on any matters necessary to close the transaction that is the subject of the certain Asset Purchase Agreement May 6, 2019, as amended. The issuance of the Preferred Shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact the principal of the manager of SOBR SAFE is one of our directors, and SOBR SAFE is an accredited investor and familiar with our operations. On January 3, 2020, the Company issued 2,102,854 shares of its common stock to Michael Lanphere, a related party (“Lanphere”), in exchange for his agreement to convert $210,285.44 in debt owed to him under numerous promissory notes. The shares were issued at a value of $0.10 per share pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of all amounts due to Lanphere under the notes. On January 3, 2020, the Company issued 6,000,000 shares of its common stock to Lanphere in exchange for his agreement to convert $24,000 in debt owed to him under a promissory note dated April 17, 2019. The shares were issued at a value of $0.004 per share pursuant to the terms of the convertible note, and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of all amounts due to Lanphere under the note. On January 3, 2020, the Company issued 9,103,261 shares of its common stock to Lanphere in exchange for his agreement to convert $41,875 in debt owed to him under a promissory note dated July 17, 2019. The shares were issued at a value of $0.0046 per share pursuant to the terms of the convertible note, and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of all amounts due to Lanphere under the note. On January 3, 2020, the Company issued an aggregate of 4,605,847 shares of its common stock to five non-affiliate investors in exchange for their agreement to convert $460,585 in debt owed to them under numerous promissory notes. The shares were issued at a value of $0.10 per share and pursuant to the terms of Common Stock Purchase Agreements. The conversion was in full satisfaction of all amounts due under the notes. On January 16, 2020, the Company issued 1,274,636 shares of its common stock to with two non-related parties in exchange for their agreement to settle an accounts payable of $127,463.59 owed to them. The shares were issued at a value of $0.10 per share and were issued pursuant to the terms of Common Stock Purchase Agreements. The conversion was in full satisfaction of all amounts due to them. On January 16, 2020, the Company issued 874,636 shares of its common stock to Lanphere in exchange for his agreement to convert $87,463.59 in accounts payable owed to him. The shares were issued at a value of $0.10 per share and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of all amounts due to Lanphere for the accounts payable. On January 22, 2020, the Company issued 238,143 shares of its common stock to a non-related party in exchange for their agreement to settle an accounts payable of $23,814.30 owed to them. The shares were issued at a value of $0.10 per share and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of all amounts owed to them. On January 30, 2020, the Company issued 16,628,835 shares of its common stock to a related party in exchange for their agreement to settle outstanding notes payable and accrued interest totaling $456,641.11. The shares were issued at a value of $0.0274608 per share and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of all amounts owed. |
ORGANIZATION, OPERATIONS AND _2
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Basis of Presentation | The accompanying unaudited condensed 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”). These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K filed with the SEC on August 8, 2019. In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2019 and December 31, 2018, and results of operations for the three and nine month period ended September 30, 2019 and for the year ended December 31, 2018. |
Principles of consolidation | The accompanying unaudited condensed 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 unaudited condensed financial statements. |
Use of Estimates | The preparation of unaudited condensed 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 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 September 30, 2019 and December 31, 2018. |
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 September 30, 2019 and December 31, 2018, 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 stock 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 Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses, accrued interest payable, notes payable, related party payables, convertible debentures, and other payables. Pursuant to ASC 820 and 825, the fair value of our derivative liabilities is determined based on “Level 3” inputs. 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 following table presents assets and liabilities that are measured and recognized at fair value as of September 30, 2019 and December 31, 2018: September 30, 2019 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 52,700 $ - $ - $ 52,700 December 31, 2018 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ - |
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 Monte Carlo Simulation 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. |
Stock based compensation | Stock-based compensation cost to employees and non-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 ASC 718. For options issued to employees and non-employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. |
Minority Interest (Noncontrolling Interest) | A subsidiary of the Company has minority members representing ownership interests of 1.38% at September 30, 2019 and December 31, 2018. 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 none during the nine month period ended September 30, 2019 and $8,826 during the nine month period ended September 30, 2018. |
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 FASB issued ASU 2016-02, Leases (Topic 842) 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 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 adopted this new standard; however, the Company currently has no revenue and only net operating loss carryforwards that result in a tax benefit during the nine month period ended September 30, 2019. The Company also has no deferred tax assets (offset in full by a valuation allowance) or tax liabilities on its balance sheet as of September 30, 2019 and December 31, 2018. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting |
ORGANIZATION, OPERATIONS AND _3
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Schedule of fair value of assets and liabilities | September 30, 2019 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 52,700 $ - $ - $ 52,700 December 31, 2018 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ - |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
NOTES PAYABLE | |
Schedule of notes payables - related parties | September 30, 2019 December 31, 2018 Convertible Notes Payable $ 91,000 $ 91,000 Conventional Non-Convertible Notes Payable 328,423 343,700 Notes Payable with Detached Free-standing Warrants 280,119 271,144 Unamortized Discount (26,506 ) (8,074 ) Net Related Party Notes Payable $ 673,036 $ 697,770 |
Schedule of notes payables - non related parties | September 30, 2019 December 31, 2018 Convertible Notes Payable $ 203,136 $ 143,136 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 $ 229,574 $ 163,654 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
DERIVATIVE LIABILITY | |
Schedule of activity of derivative liability | Balance at December 31, 2018 $ - Fair value of derivatives issued 56,100 Fair market value adjustments (3,400 ) Balance at September 30, 2019 $ 52,700 |
STOCK WARRANTS AND STOCK OPTI_2
STOCK WARRANTS AND STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
STOCK WARRANTS AND STOCK OPTIONS | |
Schedule of fair value of non-employee stock/warrants | Sept. 30, 2019 Sept. 30, 2018 Exercise Price $ 0.0018664652- $0.0062 $ 0.0042 - $0.0043 Dividend Yield 0 % 0 % Volatility 134% - 138 % 141% - 144 % Risk-free Interest Rate 1.83% – 2.53 % 2.65% – 2.68 % Expected Life of Options 5 Years 5 Years |
Schedule of outstanding warrants | 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, 2017 16,120,611 $ 0.0042 - 0.0190 4.06 Years $ 0.0066 $ - Warrants Granted 7,882,392 $ 0.0042- 0.0043 4.50 Years $ 0.0042 $ 6,232 Warrants Exercised - - Warrants Expired - - Balance at September 30, 2018 24,003,003 $ 0.0042-0.0190 3.70 Years $ 0.0058 $ - 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, 2018 24,003,003 $ 0.0042 - 0.0190 3.45 Years $ 0.0058 $ - Warrants Granted 25,685,423 $ 0.0018664652- 0.062 4.50 Years $ 0.0037 $ 161,129 Warrants Exercised (34,535,165 ) $ 0.00187 - $0.016 $ 0.0049 Warrants Expired (50,000 ) $ 0.019 $ 0.019 Balance at September 30, 2019 15,103,261 $ 0.0040 - $0.0046 4.55 Years $ 0.0044 $ 85,158 Exercisable at December 31, 2018 24,003,003 $ 0.0042 - 0.0190 3.45 Years $ 0.0058 $ - Exercisable at Sept. 30,2019 15,103,261 $ 0.0040- $0.0046 4.55 Years $ 0.0044 $ 85,158 |
Schedule of outstanding options | 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, 2017 2,225,000 $ 0.0045 - 0.25 3.00 Years $ 0.0204 $ - Options Granted - - Options Exercised 450,000 $ 0.01 Options Cancelled - - Options Expired - - Balance at September 30, 2018 1,775,000 $ 0.0045 – 0.25 2.57 Years $ 0.0083 $ - 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, 2018 1,775,000 $ 0.0045-0.25 2.32 Years $ 0.0083 $ - Options Granted - - Options Exercised - - Options Cancelled 1,500,000 $ 0.0045 $ 0.0045 Options Expired - - Balance at September 30, 2019 275,000 $ 0.007–0.25 0.07 Years $ 0.0291 $ - Exercisable at December 31, 2018 1,775,000 $ 0.0045-0.25 2.32 Years $ 0.0083 $ - Exercisable at Sept. 30, 2019 275,000 $ 0.007-0.25 0.07 Years $ 0.0291 $ - |
ORGANIZATION OPERATIONS AND SUM
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative liabilites | $ 52,700 | |
Level 1 [Member] | ||
Derivative liabilites | ||
Level 2 [Member] | ||
Derivative liabilites | ||
Level 3 [Member] | ||
Derivative liabilites | $ 52,700 |
ORGANIZATION OPERATIONS AND S_2
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |||
State of incorporation | Delaware | ||
Date of Incorporation | Aug. 1, 2007 | ||
Research and development costs | $ 8,826 | ||
Noncontrolling ownership interest | 1.38% | 1.38% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||
May 06, 2019 | Oct. 29, 2018 | May 25, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 23, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Accumulated deficit | $ (18,771,905) | $ (18,262,136) | |||||||
Cash | 13,185 | $ 3,878 | $ 89 | $ 142 | |||||
Principal and interest | 1,404,228 | ||||||||
Net cash used for operating activities | $ (202,529) | $ (57,564) | |||||||
Increase in unauthorized shares, description | 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 | ||||||||
Business acquisition, debt instrument, conversion price | $ 0.0045 | ||||||||
First Capital Holdings [Member] | Letter of Intent [Member] | Convertible Notes [Member] | |||||||||
Debt, maturity terrm | 2 years | ||||||||
Business acquisition, debt instrument, conversion price | $ 2 | ||||||||
Business acquisition, consideration transferred, shares issued, percentage | 60.00% | ||||||||
Business acquisition, agreeement terms, reverse stock split, description | 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 | ||||||||
Business acquisition, debt, outstanding | $ 125,000 | ||||||||
IDTEC, LLC [Member] | Asset purchase agreement [Member] | |||||||||
Business acquisition, shares consideration | 12,000,000 | ||||||||
Business acquisition, consideration, share price | $ 0.00001 | ||||||||
Business acquisition, shares issuable, description | The total number of shares of TransBiotec’s $0.00001 par value common stock issued and outstanding following a tentative closing date of April 1, 2020 shall not exceed 20 million (20,000,000) shares (on a fully dilated basis). |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 02, 2015 | Dec. 03, 2014 | Nov. 01, 2014 | Aug. 23, 2019 | Apr. 30, 2018 | Sep. 30, 2016 | May 31, 2011 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 28, 2019 | Mar. 31, 2018 | Mar. 08, 2017 | Jul. 01, 2015 |
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 accounts payable, amount | $ 201,831 | $ 201,831 | ||||||||||||||
Stock subscription payable, shares conversion | 2,242,565 | 2,242,565 | ||||||||||||||
Exercise price | $ 112,871 | |||||||||||||||
Debt amount | $ 31,662 | 31,662 | ||||||||||||||
Debt amount after debt forgiveness | $ 31,662 | |||||||||||||||
Acquired shares | 32,248,932 | |||||||||||||||
Accrued interest | 8,709 | 5,539 | ||||||||||||||
Note payable amount | 74,672 | 74,672 | ||||||||||||||
Rent expense | 39,315 | $ 39,315 | ||||||||||||||
Stock subscription payable | $ 2,058 | $ 1,271 | ||||||||||||||
Stock Issued for Services, shares | ||||||||||||||||
Stock Issued for Services, amount | $ 25,800 | |||||||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||||||
Series A Convertible Preferred Stock | 867,932 | |||||||||||||||
Common stock, shares issued | 8,679,320 | 214,626,540 | 116,751,078 | |||||||||||||
Fair value of common stock | $ 2,146 | $ 1,172 | ||||||||||||||
Additional paid-in capital | $ 831,045 | 15,750,746 | 14,887,804 | |||||||||||||
Accrued interest | 419,607 | 421,000 | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0045 | |||||||||||||||
Stock subscriptions payable | 2,574 | $ 1,271 | ||||||||||||||
Related party payables converted to capital | $ 59,500 | |||||||||||||||
Common stock, options exercised | 250,000 | 250,000 | ||||||||||||||
Mr. Bennington [Member] | ||||||||||||||||
Monthly Salary | $ 5,000 | |||||||||||||||
Mr. Braiker [Member] | ||||||||||||||||
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 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. | |||||||||||||||
Accrued a monthly retainer amount | $ 7,500 | |||||||||||||||
Common stock option granted | 1,500,000 | |||||||||||||||
Exercise price per share | $ 0.0045 | |||||||||||||||
Fair value amount | $ 6,290 | |||||||||||||||
Cancellation of stock option granted to related party | 1,500,000 | |||||||||||||||
Employment Agreement [Member] | Mr. Bennington [Member] | First Year [Member] | ||||||||||||||||
Related party payables | $ 120,000 | |||||||||||||||
Employment Agreement [Member] | Mr. Bennington [Member] | Second Year [Member] | ||||||||||||||||
Related party payables | 156,000 | |||||||||||||||
Employment Agreement [Member] | Mr. Bennington [Member] | Third Year [Member] | ||||||||||||||||
Related party payables | 172,000 | |||||||||||||||
Employment Agreement [Member] | Mr. Bennington [Member] | Fourth Year [Member] | ||||||||||||||||
Related party payables | 190,000 | |||||||||||||||
Employment Agreement [Member] | Mr. Bennington [Member] | Fifth Year [Member] | ||||||||||||||||
Related party payables | $ 208,000 | |||||||||||||||
Lanphere Law Group [Member] | ||||||||||||||||
Stock subscription payable, shares conversion | 508,686 | 243,273 | ||||||||||||||
Debt amount | $ 214,334 | |||||||||||||||
Accrued interest | $ 428,668 | |||||||||||||||
Debt Instrument, Forgiveness | 108,000 | |||||||||||||||
Debt instrument principal value, after forgivness | $ 106,335 | |||||||||||||||
Stock subscriptions payable | $ 2,574 | $ 1,271 | ||||||||||||||
Due date notes payable | Dec. 2, 2015 | |||||||||||||||
Gain on related party debt conversion | $ 108,000 | |||||||||||||||
Acquired additional shares of common stock | 15,103,261 | |||||||||||||||
Related party payables converted to capital | $ 22,585 | $ 15,143 | ||||||||||||||
Number of warrants outstanding | 27,400,745 | |||||||||||||||
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 | |||||||||||||||
Nick Noceti [Member] | ||||||||||||||||
Common stock, shares issued upon related party compensation | 750,000 | |||||||||||||||
Common stock, shares issued upon related party compensation, amount | $ 7,500 | |||||||||||||||
Common stock, per share price | $ 0.01 | |||||||||||||||
Mr. Khangura [Member] | ||||||||||||||||
Common stock, options exercised | 450,000 | |||||||||||||||
Aggregate exercise price | $ 4,500 | |||||||||||||||
Common Stock Issued During Period, Shares, Issued for Services | 50,000 | |||||||||||||||
Common Stock Issued During Period, Value, Issued for Services | $ 500 | |||||||||||||||
Common Stock Purchase Agreement [Member] | "Bennington SPA" [Member] | ||||||||||||||||
Common stock issued price per share | $ 0.00425 | |||||||||||||||
Common stock, shares issued | 14,000,000 | |||||||||||||||
Additional paid-in capital | $ 535,500 | |||||||||||||||
Debt Instrument, Forgiveness | $ 595,000 | |||||||||||||||
Due to related party and accrued compensation | $ 0 | $ 474,156 | ||||||||||||||
Share Exchange Agreement (the "Justus SEA") [Member] | ||||||||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||||||
Series A Convertible Preferred Stock | 867,932 | |||||||||||||||
Common stock, shares issued | 8,679,320 | |||||||||||||||
Fair value of common stock | $ 36,887 | |||||||||||||||
Additional paid-in capital | $ 831,045 | |||||||||||||||
Share Exchange Agreement (the "Lanphere SEA") [Member] | ||||||||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||||||
Series A Convertible Preferred Stock | 520,643 | |||||||||||||||
Common stock, shares issued | 5,206,430 | |||||||||||||||
Fair value of common stock | $ 22,127 | |||||||||||||||
Additional paid-in capital | $ 498,516 | |||||||||||||||
Debt Conversion and Common Stock Purchase Plan (the "Mishal" SPA) [Member] | ||||||||||||||||
Common stock, shares issued | 13,134,420 | |||||||||||||||
Additional paid-in capital | $ 657 | |||||||||||||||
Purchase price of shares | 56,478 | |||||||||||||||
Related party notes payable | 45,000 | |||||||||||||||
Accrued interest | $ 11,478 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | 0.0043 | |||||||||||||||
Debt Conversion and Common Stock Purchase Plan (the "Mishal" SPA) [Member] | Lanphere Law Group [Member] | ||||||||||||||||
Common stock, shares issued | 21,400,745 | |||||||||||||||
Additional paid-in capital | $ 5,350 | |||||||||||||||
Purchase price of shares | 96,303 | |||||||||||||||
Related party notes payable | 77,927 | |||||||||||||||
Accrued interest | $ 18,376 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0045 | |||||||||||||||
Convertible promissory note agreement [Member] | May 3, 2019 [Member] | Minimum [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. | |||||||||||||||
Letter Agreement [Member] | Mr. Braiker [Member] | ||||||||||||||||
Monthly Salary | $ 15,000 | |||||||||||||||
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 $200,000 for the Company as stipulated per the letter agreement. |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Convertible Notes Payable | $ 201,831 | $ 201,831 |
Conventional Non-Convertible Notes Payable | 74,672 | 74,672 |
Unamortized Discount | 5,920 | |
Net Related Party Notes Payable | 673,036 | 697,770 |
Related Party Notes Payable [Member] | ||
Convertible Notes Payable | 91,000 | 91,000 |
Conventional Non-Convertible Notes Payable | 328,423 | 343,700 |
Notes Payable with Detached Free-standing Warrants | 280,119 | 271,144 |
Unamortized Discount | (26,506) | (8,074) |
Net Related Party Notes Payable | $ 673,036 | $ 697,770 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Convertible Notes Payable | $ 201,831 | $ 201,831 |
Conventional Non-Convertible Notes Payable | 74,672 | 74,672 |
Unamortized Discount | 5,920 | |
Net Non-Related Party Notes Payable | 229,574 | 163,654 |
Non-Related Party Notes Payable [Member] | ||
Convertible Notes Payable | 203,136 | 143,136 |
Conventional Non-Convertible Notes Payable | 21,438 | 21,438 |
Notes Payable with Detached Free-standing Warrants | 5,000 | 5,000 |
Unamortized Discount | (5,920) | |
Net Non-Related Party Notes Payable | $ 229,574 | $ 163,654 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 23, 2019 | Dec. 31, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | |
Convertible Notes Payable | $ 201,831 | $ 201,831 | $ 201,831 | |||||
Unamortized Discount | 44,257 | $ 44,257 | 5,920 | |||||
Dividend yield | 0.00% | 0.00% | ||||||
Expected life | 5 years | 5 years | ||||||
Amortization - debt discount | $ 5,920 | $ 4,533 | ||||||
Total Interest expense | (126,825) | $ (65,193) | (244,812) | $ (197,409) | ||||
Unamortized Discount | 5,920 | |||||||
Note payable conversion price per share | $ 0.0045 | |||||||
Risk free interest rate | 1.83% | |||||||
Stock Options [Member] | ||||||||
Note payable conversion price per share | $ 0.01 | |||||||
Convertible promissory note agreement [Member] | May 3, 2019 [Member] | ||||||||
Expected life | 1 year | |||||||
Beneficial conversion feature | $ 56,100 | |||||||
Risk free interest rate | 1.83% | |||||||
Convertible promissory note agreement [Member] | March 1, 2019 [Member] | ||||||||
Expected life | 1 year | |||||||
Beneficial conversion feature | $ 56,100 | |||||||
Minimum [Member] | Stock Options [Member] | ||||||||
Risk free interest rate | 1.83% | 2.65% | ||||||
Volatility | 134.00% | 141.00% | ||||||
Minimum [Member] | Convertible promissory note agreement [Member] | May 3, 2019 [Member] | ||||||||
Risk free interest rate | 1.96% | |||||||
Volatility | 240.00% | |||||||
Minimum [Member] | Convertible promissory note agreement [Member] | March 1, 2019 [Member] | ||||||||
Risk free interest rate | 1.96% | |||||||
Volatility | 240.00% | |||||||
Maximum [Member] | Stock Options [Member] | ||||||||
Risk free interest rate | 2.53% | 2.68% | ||||||
Volatility | 138.00% | 144.00% | ||||||
Maximum [Member] | Convertible promissory note agreement [Member] | May 3, 2019 [Member] | ||||||||
Risk free interest rate | 2.55% | |||||||
Volatility | 250.00% | |||||||
Maximum [Member] | Convertible promissory note agreement [Member] | March 1, 2019 [Member] | ||||||||
Risk free interest rate | 2.55% | |||||||
Volatility | 250.00% | |||||||
Non-Convertible Notes Payable [Member] | ||||||||
Convertible Notes Payable | $ 328,423 | $ 328,423 | 343,700 | |||||
Default interest rate | 10.00% | 10.00% | ||||||
Interest expense | $ 28,762 | $ 24,371 | ||||||
Related Party Notes Payable [Member] | ||||||||
Convertible Notes Payable | $ 91,000 | $ 91,000 | 91,000 | |||||
Default interest rate | 10.00% | 10.00% | ||||||
Unamortized Discount | $ (26,506) | $ (26,506) | (8,074) | |||||
Interest expense | $ 43,235 | 39,446 | ||||||
Interest rate | 9.00% | |||||||
Related Party Notes Payable [Member] | Minimum [Member] | ||||||||
Note payable due date | Jan. 23, 2014 | |||||||
Note payable conversion price per share | $ 0.0072 | $ 0.0072 | ||||||
Related Party Notes Payable [Member] | Maximum [Member] | ||||||||
Note payable due date | Apr. 8, 2015 | |||||||
Note payable conversion price per share | $ 0.0800 | $ 0.0800 | ||||||
Non-Related Party Notes Payable [Member] | ||||||||
Convertible Notes Payable | $ 203,136 | $ 203,136 | 143,136 | |||||
Beneficial conversion feature | 17,763 | |||||||
Debt in default | $ 143,136 | 143,136 | ||||||
Amortization - debt discount | $ 5,920 | 4,533 | ||||||
Default interest rate | 10.00% | 10.00% | ||||||
Total Interest expense | $ 44,643 | $ 37,128 | ||||||
Unamortized Discount | (5,920) | |||||||
Non-Related Party Notes Payable [Member] | Minimum [Member] | ||||||||
Interest rate | 5.00% | |||||||
Note payable due date | Oct. 30, 2012 | |||||||
Note payable conversion price per share | $ 0.0017 | $ 0.0017 | ||||||
Non-Related Party Notes Payable [Member] | Maximum [Member] | ||||||||
Interest rate | 30.00% | |||||||
Note payable due date | May 23, 2019 | |||||||
Note payable conversion price per share | $ 0.3235688 | $ 0.3235688 | ||||||
Non-Related Party Notes Payable [Member] | Non-Convertible Notes Payable [Member] | ||||||||
Convertible Notes Payable | $ 21,438 | $ 21,438 | $ 21,438 | |||||
Default interest rate | 10.00% | 10.00% | ||||||
Interest rate | 10.00% | |||||||
Number of detached free-standing warrants outstanding | 0 | 0 | 50,000 | |||||
Principal payable | $ 5,000 | $ 5,000 | $ 5,000 | |||||
Note payable due date | Sep. 11, 2014 | |||||||
Exercise price | $ 0.019 | $ 0.019 | ||||||
Non-Related Party Notes Payable [Member] | Non-Convertible Notes Payable [Member] | Minimum [Member] | ||||||||
Interest rate | 9.00% | |||||||
Note payable due date | Jan. 31, 2013 | |||||||
Non-Related Party Notes Payable [Member] | Non-Convertible Notes Payable [Member] | Maximum [Member] | ||||||||
Interest rate | 18.00% | |||||||
Note payable due date | Nov. 28, 2015 | |||||||
Related Party Notes Payable One [Member] | Minimum [Member] | ||||||||
Interest rate | 7.00% | |||||||
Note payable due date | Aug. 5, 2015 | |||||||
Exercise price | 0.001 | $ 0.001 | ||||||
Risk free interest rate | 1.83% | |||||||
Volatility | 134.00% | |||||||
Related Party Notes Payable One [Member] | Maximum [Member] | ||||||||
Interest rate | 10.00% | |||||||
Note payable due date | Mar. 30, 2020 | |||||||
Exercise price | $ 0.016 | $ 0.016 | ||||||
Risk free interest rate | 2.53% | |||||||
Volatility | 138.00% | |||||||
Related Party Notes Payable One [Member] | Warrant [Member] | ||||||||
Convertible Notes Payable | $ 280,119 | $ 280,119 | 271,144 | |||||
Dividend yield | 0.00% | |||||||
Expected life | 5 years | |||||||
Default interest rate | 10.00% | 10.00% | ||||||
Unamortized Discount | $ 26,506 | $ 26,506 | $ 8,074 | |||||
Interest expense | 36,103 | $ 33,138 | ||||||
Fair value of warrants granted | $ 54,535 | $ 29,701 | ||||||
Number of detached free-standing warrants outstanding | 15,103,261 | 15,103,261 | 23,953,003 | |||||
Principal payable | $ 270,369 | $ 270,369 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
DERIVATIVE LIABILITY | |
Derivative liability, Balance at December 31, 2018 | |
Fair value of derivatives issued | 56,100 |
Fair market value adjustments | (3,400) |
Balance at September 30, 2019 | $ 52,700 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Expected life | 1 year | ||
Fair value of embeded derivative liability | $ 52,700 | ||
Risk-free interest rate | 1.83% | ||
Expected life | 5 years | 5 years | |
Convertible promissory note agreement [Member] | |||
Fair value of embeded derivative liability | $ 52,700 | ||
Convertible promissory note agreement [Member] | May 3, 2019 [Member] | |||
Fair value of embeded derivative liability | $ 28,100 | ||
Risk-free interest rate | 1.83% | ||
Amount borrowed under debt instrument from unrelated party | $ 31,000 | ||
Interest rate | 10.00% | ||
Conversion price, description | Convertible into the Company’s common shares at a variable conversion price based on a 50% discount of the market price at an undetermined future date. | ||
Expected life | 1 year | ||
Beneficial conversion feature recorded as discount | $ 56,100 | ||
Convertible promissory note agreement [Member] | May 3, 2019 [Member] | Minimum [Member] | |||
Risk-free interest rate | 1.96% | ||
Expected volatility rate | 240.00% | ||
Convertible promissory note agreement [Member] | May 3, 2019 [Member] | Maximum [Member] | |||
Risk-free interest rate | 2.55% | ||
Expected volatility rate | 250.00% | ||
Convertible promissory note agreement [Member] | March 1, 2019 [Member] | |||
Fair value of embeded derivative liability | $ 28,000 | ||
Amount borrowed under debt instrument from unrelated party | $ 29,000 | ||
Interest rate | 10.00% | ||
Conversion price, description | Convertible into the Company’s common shares at a variable conversion price based on a 50% discount of the market price at an undetermined future date. | ||
Expected life | 1 year | ||
Beneficial conversion feature recorded as discount | $ 56,100 | ||
Fair market value gain | $ 3,400 | $ 3,400 | |
Convertible promissory note agreement [Member] | March 1, 2019 [Member] | Minimum [Member] | |||
Risk-free interest rate | 1.96% | ||
Expected volatility rate | 240.00% | ||
Convertible promissory note agreement [Member] | March 1, 2019 [Member] | Maximum [Member] | |||
Risk-free interest rate | 2.55% | ||
Expected volatility rate | 250.00% |
STOCK WARRANTS AND STOCK OPTI_3
STOCK WARRANTS AND STOCK OPTIONS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Dividend yield | 0.00% | 0.00% |
Expected life | 5 years | 5 years |
Risk free interest rate | 1.83% | |
Stock Options [Member] | Minimum [Member] | ||
Exercise Price | $ 0.0018664652 | $ 0.0042 |
Risk free interest rate | 1.83% | 2.65% |
Volatility | 134.00% | 141.00% |
Stock Options [Member] | Maximum [Member] | ||
Exercise Price | $ 0.0062 | $ 0.0043 |
Risk free interest rate | 2.53% | 2.68% |
Volatility | 138.00% | 144.00% |
STOCK WARRANTS AND STOCK OPTI_4
STOCK WARRANTS AND STOCK OPTIONS (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Warrants Expired | $ 0.019 | |
Warrant [Member] | ||
Outstanding at beginning of period | 24,003,003 | 16,120,611 |
Warrants Granted, shares | 25,685,423 | 7,882,392 |
Warrants Exercised | (34,535,165) | |
Warrants Expired | (50,000) | |
Outstanding at ending of periods | 15,103,261 | 24,003,003 |
Exercisable at beginning of period | 24,003,003 | |
Exercisable at end of period | 15,103,261 | |
Warrant [Member] | Minimum [Member] | ||
Exercise Price Per Share | ||
Outstanding at beginning of period | $ 0.0042 | $ 0.0042 |
Warrants Granted | 0.0018664652 | 0.0042 |
Warrants Exercised | 0.00187 | |
Outstanding at end of period | 0.0040 | 0.0042 |
Exercisable at beginning of period | 0.0042 | |
Exercisable at end of period | 0.0040 | |
Warrant [Member] | Maximum [Member] | ||
Exercise Price Per Share | ||
Outstanding at beginning of period | 0.0190 | 0.0190 |
Warrants Granted | 0.0062 | 0.0043 |
Warrants Exercised | 0.016 | |
Outstanding at end of period | 0.0046 | $ 0.0190 |
Exercisable at end of period | 0.0046 | |
Exercisable at beginning of periods | $ 0.0190 | |
Weighted Average Remaining Contractual Life | ||
Weighted Average Remaining Contractual Life , Beginning balance | 3 years 5 months 12 days | 4 years 22 days |
Weighted Average Remaining Contractual Life, Warrants granted | 4 years 6 months | 4 years 6 months |
Weighted Average Remaining Contractual Life, Warrants exercised | ||
Weighted Average Remaining Contractual Life, Exercisable September | 4 years 6 months 18 days | |
Weighted Average Remaining Contractual Life, Exercisable | 3 years 5 months 12 days | |
Weighted Average Remaining Contractual Life, Warrants expired | ||
Weighted Average Remaining Contractual Life, Ending balance | 4 years 6 months 18 days | 3 years 8 months 12 days |
Weighted Average Exercise Price Per Share | ||
Weighted Average Exercise Price Per Share, Beginning balance | $ 0.0058 | $ 0.0066 |
Weighted Average Exercise Price Per Share, Warrants granted | 0.0037 | 0.0042 |
Weighted Average Exercise Price Per Share, Warrants exercised | 0.0049 | |
Weighted Average Exercise Price Per Share, Warrants expired | 0.019 | |
Weighted Average Exercise Price Per Share, Ending balance | 0.0044 | $ 0.0058 |
Weighted Average Exercise Price Per Share, Exercisable beginning balance | 0.0058 | |
Weighted Average Exercise Price Per Share, Exercisable Ending balance | $ 0.0044 | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Beginning balance | ||
Aggregate Intrinsic Value, Warrants granted | 161,129 | 6,232 |
Aggregate Intrinsic Value, Warrants exercised | ||
Aggregate Intrinsic Value, Warrants expired | ||
Aggregate Intrinsic Value, Ending balance | 85,158 | |
Aggregate Intrinsic Value, exercisable beginning balance | ||
Aggregate Intrinsic Value, exercisable ending balance | $ 85,158 |
STOCK WARRANTS AND STOCK OPTI_5
STOCK WARRANTS AND STOCK OPTIONS (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Exercise Price Per Shares option granted | $ 0.01 | |
Exercise Price Per Shares options exercised | ||
Exercise Price Per Shares options cancelled | $ 0.0045 | |
Exercise Price Per Shares options expired | ||
Stock Options [Member] | ||
Options Outstanding Number of Shares | ||
Outstanding at beginning of period | 1,775,000 | 2,225,000 |
Option Granted | ||
Options Exercised | 450,000 | |
Options Cancelled | 1,500,000 | |
Options Expired | ||
Outstanding at ending of period | 275,000 | 1,775,000 |
Exercisable beginning balance | 1,775,000 | |
Exercisable ending balance | 275,000 | |
Weighted Average Remaining Contractual Lifes | ||
Weighted Average Remaining Contractual Lifes beginning balance | 2 years 3 months 26 days | 3 years |
Weighted Average Remaining Contractual Lifes options granted | ||
Weighted Average Remaining Contractual Lifes options exercised | ||
Weighted Average Remaining Contractual Lifes options cancelled | ||
Weighted Average Remaining Contractual Lifes options expired | ||
Weighted Average Remaining Contractual Lifes ending balance | 26 days | 2 years 6 months 25 days |
Weighted Average Remaining Contractual Lifes exercisable beginning balance | 2 years 3 months 26 days | |
Weighted Average Remaining Contractual Lifes exercisable ending balance | 26 days | |
Weighted Average Exercise Price Per Shares | ||
Weighted Average Exercise Price Per Shares beginning balance | $ 0.0083 | $ 0.0204 |
Weighted Average Exercise Price Per Shares options granted | ||
Weighted Average Exercise Price Per Shares options exercised | ||
Weighted Average Exercise Price Per Shares options cancelled | 0.0045 | |
Weighted Average Exercise Price Per Shares options expired | ||
Weighted Average Exercise Price Per Shares ending balance | 0.0291 | 0.0083 |
Weighted Average Exercise Price Per Shares exercisable beginning balance | 0.0083 | |
Weighted Average Exercise Price Per Shares exercisable ending balance | 0.0291 | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value beginning balance | ||
Aggregate Intrinsic Value options granted | ||
Aggregate Intrinsic Value options exercised | ||
Aggregate Intrinsic Value options cancelled | ||
Aggregate Intrinsic Value options expired | ||
Aggregate Intrinsic Value ending balance | ||
Aggregate Intrinsic Value exercisable beginning balance | ||
Aggregate Intrinsic Value exercisable ending balance | ||
Stock Options [Member] | Minimum [Member] | ||
Exercise Price Per Shares | ||
Exercise Price Per Shares beginning balance | 0.0045 | $ 0.0045 |
Exercise Price Per Shares ending balance | 0.007 | 0.0045 |
Exercise Price Per Shares exercisable beginning balance | 0.0045 | |
Exercise Price Per Shares exercisable ending balance | 0.007 | |
Stock Options [Member] | Maximum [Member] | ||
Exercise Price Per Shares | ||
Exercise Price Per Shares beginning balance | 0.25 | 0.25 |
Exercise Price Per Shares ending balance | 0.25 | 0.25 |
Exercise Price Per Shares exercisable beginning balance | 0.25 | |
Exercise Price Per Shares exercisable ending balance | $ 0.25 |
STOCK WARRANTS AND STOCK OPTI_6
STOCK WARRANTS AND STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair value of non-employee stock warrant | $ 54,535 | $ 29,701 | |||
Stock subscriptions payable | $ 2,574 | $ 1,271 | |||
Common stock, options exercised | 250,000 | 250,000 | |||
Common stock, per share price | $ 0.007 | $ 0.007 | |||
Related party payables converted to capital | $ 59,500 | ||||
Stock subscription payable, shares conversion | 2,242,565 | 2,242,565 | |||
Michael A. Lanphere [Member] | |||||
Number of warrants outstanding | 15,103,261 | 10,818,583 | |||
Non employee stock warrantss [Member] | |||||
Warrants granted | 25,685,423 | 7,882,392 | |||
Number of warrants outstanding | 15,103,261 | 24,003,003 | |||
Non employee stock options [Member] | Michael A. Lanphere [Member] | |||||
Stock subscriptions payable | $ 2,574 | $ 1,271 | |||
Related party payables converted to capital | $ 22,585 | $ 21,266 | |||
Stock subscription payable, shares conversion | 508,686 | 243,273 | |||
Stock Options [Member] | |||||
Common stock, per share price | |||||
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. These stock options vested upon grant | ||||
Outstanding at beginning of period | 275,000 | ||||
Expected lives | |||||
Warrants granted | |||||
Options exercise | 450,000 | ||||
Options Cancelled | 1,500,000 | ||||
Mr. Khangura [Member] | |||||
Common stock, options exercised | 450,000 | ||||
Common stock, per share price | $ 0.01 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 23, 2019 | Feb. 25, 2019 | Apr. 30, 2018 | Apr. 18, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Common stock issued to settle non related party debt, Shares | 35,454,547 | |||||||
Proceeds from issuances of common stock - non-related parties | $ 39,000 | $ 39,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 21,400,745 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 96,303 | |||||||
Note payable conversion price per share | $ 0.0045 | |||||||
Additional paid-in capital | $ 831,045 | $ 15,750,746 | $ 14,887,804 | |||||
Common stock, shares issued | 8,679,320 | 214,626,540 | 116,751,078 | |||||
Series A Convertible Preferred Stock | 867,932 | |||||||
Common stock issued price per share | $ 0.10 | |||||||
Fair value of common stock | $ 2,146 | $ 1,172 | ||||||
Research And Development [Member] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,000,000 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 25,800 | |||||||
Note payable conversion price per share | $ 0.0043 | |||||||
Stock Options [Member] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 450,000 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 4,500 | |||||||
Note payable conversion price per share | $ 0.01 | |||||||
Series A Preferred Stock [Member] | ||||||||
Series A Convertible Preferred Stock | 0 | 1,388,575 | ||||||
Related Party [Member] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 13,134,420 | 91,148 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 56,478 | $ 8,204 | ||||||
Note payable conversion price per share | $ 0.0043 | $ 0.09 | ||||||
Gain on extinguishment of debt | $ 7,776 | |||||||
Related Party [Member] | Series A Preferred Stock [Member] | ||||||||
Additional paid-in capital | $ 498,516 | |||||||
Common stock, shares issued | 5,206,430 | |||||||
Series A Convertible Preferred Stock | 520,643 | |||||||
Common stock issued price per share | $ 0.10 | |||||||
Fair value of common stock | $ 22,127 | |||||||
Executive Compensation [Member] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 14,000,000 | 750,000 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 595,000 | $ 7,500 | ||||||
Note payable conversion price per share | $ 0.10 | $ 0.01 | ||||||
Consulting Services [Member] | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 50,000 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 500 | |||||||
Note payable conversion price per share | $ 0.01 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narratve) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Aug. 08, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 23, 2019 | Dec. 31, 2018 | Mar. 08, 2017 | Nov. 20, 2015 | |
Preferred stock, shares issued | 25,000,000 | ||||||
Exercise price | $ 112,871 | ||||||
Additional paid-in capital | $ 15,750,746 | $ 831,045 | $ 14,887,804 | ||||
Fair value of common stock | $ 2,146 | $ 1,172 | |||||
Common stock, shares issued | 214,626,540 | 8,679,320 | 116,751,078 | ||||
Series A Convertible Preferred Stock | 867,932 | ||||||
Common stock issued price per share | $ 0.10 | ||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | |||||
Series A Preferred Stock [Member] | |||||||
Preferred stock, shares issued | 0 | 1,388,575 | 3,000,000 | ||||
Series A Convertible Preferred Stock | 0 | 1,388,575 | |||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.000001 | ||||
Dividend | $ 0 | $ 0 | |||||
Preferred stock conversion description | Shares of the Series A Convertible 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 Convertible 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 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 Company’s common stock after giving effect to such conversion. | ||||||
First Capital Ventures [Member] | |||||||
Issuane of warrants upon purchase of common stock | 150,000 | ||||||
Exercise price | $ 1 | ||||||
Share Exchange Agreement (the "Justus SEA") [Member] | |||||||
Additional paid-in capital | $ 831,045 | ||||||
Fair value of common stock | $ 36,887 | ||||||
Common stock, shares issued | 8,679,320 | ||||||
Series A Convertible Preferred Stock | 867,932 | ||||||
Common stock issued price per share | $ 0.10 | ||||||
Share Exchange Agreement (the "Lanphere SEA") [Member] | |||||||
Additional paid-in capital | $ 498,516 | ||||||
Fair value of common stock | $ 22,127 | ||||||
Common stock, shares issued | 5,206,430 | ||||||
Series A Convertible Preferred Stock | 520,643 | ||||||
Common stock issued price per share | $ 0.10 | ||||||
Business Development [Member] | |||||||
Agreement term | The Company agreed to enter into a “business development” agreement with FCV, or its assignee, on the sale of the first $1,000,000 of 8% Series A-1 Convertible Preferred Stock and also granted FCV and its assigns, the right to use the name “SOBR SAFE” and any related intellectual property in connection with the SPV, and the offering of the Interests in the SPV. | ||||||
Investment Agreement [Member] | Convertible Preferred Stock [Member] | |||||||
Agreement term | The Company agreed to pay certain legal and other expenses of the SPV subsequent to the day in which the Company receives a minimum of $1,000,000 from the sale of 1,000,000 shares of the 8% Series A-1 Convertible Preferred Stock. | ||||||
Raises fund description | The Company desires to raise between $1,000,000 and $2,000,000 from the sale of its 8% Series A-1 Convertible Preferred Stock and FCV intends to raise between $1,000,000 and $2,000,000 (net after offering expenses) in a special purchase vehicle (“SPV”) created by FCV to purchase the 8% Series A-1 Convertible Preferred Stock. | ||||||
Legal cost and expenses | $ 141,403 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Dec. 12, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 06, 2006 |
Operating lease rent expense | $ 39,315 | $ 39,315 | |||
Operating lease expiry year | June 2019 | ||||
Preferred stock, shares authorized | 22,000,000 | 22,000,000 | |||
Series A-1 Convertible Preferred stock [Member] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Orange County Valet and Security Patrol, Inc [Member] | |||||
Penalty for breach of contract | $ 11,164 | ||||
Accounts payable | $ 28,786 | ||||
SOBR's Director company [Member] | Series A-1 Preferred Stock Purchase Agreement [Member] | SOBR SAFE, LLC [Member] | Series A-1 Convertible Preferred stock [Member] | |||||
Preferred stock, shares authorized | 2,000,000 | ||||
Right of dividend | 8.00% | ||||
Shares issuance price | $ 1 | ||||
Conversion of shares, description | Conversion rights into shares of our common stock at $1 per share | ||||
Redemption of shares, description | Redemption rights such that the Company has the right, upon thirty (30) days written notice, at any time after one year from the date of issuance, to redeem the all or part of the Series A-1 Preferred Stock for 150% of the original issuance price | ||||
Preferred stock reserve for related party, shares | 1,000,000 | ||||
Preferred stock reserve for related party, amount | $ 1,000,000 | ||||
Legal cost and expenses | $ 141,403 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | Jan. 03, 2020 | Dec. 12, 2019 | Oct. 25, 2019 | Aug. 23, 2019 | Apr. 18, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Jan. 30, 2020 | Jan. 22, 2020 | Jan. 16, 2020 | Oct. 24, 2019 | Dec. 31, 2018 |
Common stock, shares issued | 8,679,320 | 214,626,540 | 116,751,078 | |||||||||
Common stock issued price per share | $ 0.10 | |||||||||||
Debt conversion amount | $ 96,303 | |||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | ||||||||||
Preferred stock, shares authorized | 22,000,000 | 22,000,000 | ||||||||||
On October 25, 2019 [Member] | ||||||||||||
Exercise price | $ 0.00792 | |||||||||||
Shares acquire | 800,000 | |||||||||||
Equity Incentive Plan [Member] | ||||||||||||
Common stock, shares authorized | 128,000,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | ||||||||||
Subsequent Event [Member] | Lanphere [Member] | ||||||||||||
Common stock, shares issued | 9,103,261 | |||||||||||
Common stock issued price per share | $ 0.0046 | |||||||||||
Debt conversion amount | $ 41,875 | |||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||
Common stock, shares issued | 16,628,835 | |||||||||||
Common stock issued to settle accounts payable | $ 456,641 | |||||||||||
Common stock issued price per share | $ 0.0274608 | |||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Non Related Party [Member] | ||||||||||||
Common stock, shares issued | 238,143 | |||||||||||
Common stock issued to settle accounts payable | $ 23,814 | |||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Lanphere [Member] | ||||||||||||
Common stock, shares issued | 874,636 | |||||||||||
Common stock issued to settle accounts payable | $ 87,464 | |||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Lanphere [Member] | Common Stock [Member] | ||||||||||||
Common stock, shares issued | 6,000,000 | |||||||||||
Common stock issued price per share | $ 0.004 | |||||||||||
Debt conversion amount | $ 24,000 | |||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Michael Lanphere [Member] | ||||||||||||
Common stock, shares issued | 2,102,854 | |||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||
Debt conversion amount | $ 210,285 | |||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreements [Member] | Two Non-Related Parties [Member] | ||||||||||||
Common stock, shares issued | 1,274,636 | |||||||||||
Common stock issued to settle accounts payable | $ 127,464 | |||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreements [Member] | Five Non-Affiliate Investors [Member] | ||||||||||||
Common stock, shares issued | 4,605,847 | |||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||
Debt conversion amount | $ 460,585 | |||||||||||
Subsequent Event [Member] | Company?s directors [Member] | ||||||||||||
Exercise price | $ 0.00792 | |||||||||||
Shares acquire | 800,000 | |||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | ||||||||||||
Exercise price | $ 0.00792 | |||||||||||
Shares acquire | 800,000 | |||||||||||
Subsequent Event [Member] | Company?s officers and directors [Member] | ||||||||||||
Exercise price | $ 0.00792 | |||||||||||
Shares acquire | 800,000 | |||||||||||
Subsequent Event [Member] | Mr. David Gandini [Member] | Employment Agreement [Member] | ||||||||||||
Service description | (i) an annual base salary of $185,000, (ii) sales bonuses based on the Company’s sales, (iii) incentive stock options under our 2019 Equity Compensation Plan to acquire 24,000,000 shares of our common stock, at an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 666,666 shares during the three-year term of the Gandini Agreement, and (iv) an aggregate of 8,000,000 additional option shares (the “Pre-Vesting Option Shares”) to vest as follows: (i) 6,666,600 Pre-Vesting Option Shares representing the monthly vesting option shares for the ten months ended October 31, 2019 to vest on November 1, 2019; and (ii) the remaining 1,333,400 Pre-Vesting Option Shares representing the monthly vesting option shares for the two months ended December 31, 2019 shall vest on January 1, 2020 | |||||||||||
Subsequent Event [Member] | Mr. Kevin Moore [Member] | Employment Agreement [Member] | ||||||||||||
Services description | (i) 800,000 shares of our common stock per month until the IDTEC Transaction closes, (ii) thereafter, an annual base salary of $213,000, (iii) sales bonuses based on the Company’s sales, and (iv) incentive stock options under our 2019 Equity Compensation Plan to acquire 35,200,000 shares of our common stock, at an exercise price of $0.00792, which is equal to 110% of the fair market value of our common stock on October 25, 2019, with the stock options to vest in 36 equal monthly installments of 977,777 shares during the three-year term of the Moore Agreement. | |||||||||||
Subsequent Event [Member] | Gary Graham [Member] | Series A Preferred Stock [Member] | Stock Purchase Agreement [Member] | SOBR SAFE, LLC [Member] | ||||||||||||
Preferred stock, shares authorized | 2,000,000 | |||||||||||
Preferred stock issuance description | (a) dividend rights of 8% per annum based on the original issuance price of $1 per share, (b) liquidation preference over the Company’s common stock, (c) conversion rights into shares of our common stock at $1 per share, (d) redemption rights such that the Company has the right, upon thirty (30) days written notice, at any time after one year from the date of issuance, to redeem the all or part of the Series A-1 Preferred Stock for 150% of the original issuance price, (e) no call rights by the Company, and (f) each share of Series A Convertible Preferred stock will vote on an “as converted” basis |