Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 30, 2019 | Apr. 10, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | TransBiotec, Inc. | ||
Entity Central Index Key | 0001425627 | ||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | We are filing this Amendment No. 1 on Form 10-K/A (the ?Amendment?) to our Annual Report on Form 10-K for the year ended December 31, 2019 (the ?Form 10-K?), filed with the United States Securities and Exchange Commission on April 17, 2020 (the ?Original Filing Date?), (i) to correct an error on the cover page of the Form 10-K regarding whether we have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (? 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files), and (ii) to insert the Report of Independent Registered Accounting Public Accounting Firm (the ?Report?), which was inadvertently omitted from the Form 10-K.This Amendment (i) correctly indicates that we have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (? 232.405 of this chapter) during the preceding 12 month | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Common Stock Shares Outstanding | 266,097,657 | ||
Entity Public Float | $ 504,722 | ||
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 681,759 | $ 89 |
Prepaid expenses | 9,054 | 12,991 |
Total current assets | 690,813 | 13,080 |
Total Assets | 690,813 | 13,080 |
Current liabilities | ||
Accounts payable | 213,880 | 191,714 |
Accrued expenses | 419,607 | 421,000 |
Accrued interest payable | 674,041 | 537,118 |
Related party payables | 905,443 | 1,423,984 |
Derivative liabilities | 60,650 | |
Common stock subscriptions payable | 79,624 | 1,271 |
Preferred stock subscriptions payable | 1,000,000 | |
Notes payable - current - related parties * Includes unamortized debt discount related to detached warrants of $8,656 and $8,074 at December 31, 2019 and December 31, 2018, respectively | 760,886 | 697,770 |
Notes payable - current - non-related parties * Includes unamortized debt discount related to convertible notes of none and $5,920 at December 31,2019 and December 31, 2018, respectively | 169,574 | 163,654 |
Total current liabilities | 4,283,934 | 3,436,511 |
Total Liabilities | 4,283,934 | 3,436,511 |
Stockholders' Deficit | ||
Preferred stock value | ||
Common stock, $0.00001 par value; 800,000,000 shares authorized; 214,626,540 and 109,409,930 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 2,146 | 1,172 |
Additional paid-in capital | 15,969,311 | 14,887,804 |
Accumulated deficit | (19,511,168) | (18,262,136) |
Total Transbiotec, Inc. stockholders' deficit | (3,539,711) | (3,373,146) |
Noncontrolling interest | (53,410) | (50,285) |
Total Stockholders' Deficit | (3,593,121) | (3,423,431) |
Total Liabilities and Stockholders' Deficit | 690,813 | 13,080 |
Series A Convertible Preferred stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | $ 14 | |
Series A-1 Convertible Preferred stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current liabilities | ||
Notes payable current - related parties, unamortized debt discount | $ 8,656 | $ 8,074 |
Notes payable current - non related parties, unamortized debt discount 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 | 109,409,930 |
Common stock, shares outstanding | 214,626,540 | 109,409,930 |
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 | ||
Preferred stock, shares outstanding | ||
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | ||
Operating expenses: | ||
General and administrative | 787,293 | 298,951 |
Total operating expenses | 787,293 | 298,951 |
Loss from operations | (787,293) | (298,951) |
Other income (expense): | ||
Gain on fair value adjustment - derivatives | 4,150 | |
Interest expense | (457,505) | (263,092) |
Amortization of interest - beneficial conversion feature | (5,589) | |
Amortization - debt discount | (5,920) | (80) |
Total other income (expense) | (464,864) | (263,172) |
Loss before provision for income taxes | (1,252,157) | (562,123) |
Provision for income tax | ||
Net loss | (1,252,157) | (562,123) |
Net loss attributable to noncontrolling interest | 3,125 | 3,158 |
Net loss attributable to TranBiotec, Inc. | $ (1,249,032) | $ (558,965) |
Net loss per share | ||
(Basic and fully diluted) | $ (0.007) | $ (0.005) |
Weighted average number of common shares outstanding | 168,998,130 | 114,542,302 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Stockholders Deficit TransBiotec 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 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 | |||
Common stock issued to settle non-related party debt, shares | 91,148 | ||||||
Common stock issued to settle non-related party debt, amount | 428 | $ 1 | 427 | 428 | |||
Paid-in capital - beneficial conversion feature | 6,000 | 6,000 | 6,000 | ||||
Paid-in capital - relative fair value of stock warrants granted | 29,701 | 29,701 | 29,701 | ||||
Paid-in capital - gain on related party debt conversion | 28,400 | 28,400 | 28,400 | ||||
Net Income (Loss) | $ (562,123) | $ (558,965) | $ (558,965) | $ (3,158) | |||
Paid-in capital - value of convertible preferred stock removed upon conversion to common stock, amount | |||||||
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) |
Common stock issued for compensation, shares | 14,000,000 | ||||||
Common stock issued for compensation, amount | 59,500 | $ 140 | 59,360 | 59,500 | |||
Paid-in capital - beneficial conversion feature | 5,589 | 5,589 | 5,589 | ||||
Paid-in capital - relative fair value of stock warrants granted | 160,544 | 160,544 | 160,544 | ||||
Net Income (Loss) | (1,252,157) | $ (1,249,032) | (1,249,032) | $ (3,125) | |||
Paid-in capital - value of convertible preferred stock removed upon conversion to common stock, amount | (1,388,575) | $ (14) | (1,388,561) | (1,388,575) | |||
Paid-in capital - value of convertible preferred stock removed upon conversion to common stock, shares | (1,388,575) | ||||||
Common stock issued for cash, shares | 35,454,547 | ||||||
Common stock issued for cash, amount | 39,000 | $ 350 | 38,650 | 39,000 | |||
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 | ||||||
Common stock issued upon conversion of convertible preferred stock to common stock, amount | 59,015 | $ 139 | 58,876 | 59,015 | |||
Paid-in capital - fair value of related party stock options vested | 71,655 | 71,655 | 71,655 | ||||
Paid-in capital - fair value of non-related party stock options granted | 23,912 | 23,912 | 23,912 | ||||
Paid-in capital - gain on related party executive compensation conversion | 535,500 | 535,500 | 535,500 | ||||
Paid-in capital - gain on related party debt conversion | 39,992 | 39,992 | 39,992 | ||||
Paid-in capital - gain on related party preferred stock conversion | $ 1,329,561 | $ 1,329,561 | $ 1,329,561 | ||||
Balance, shares at Dec. 31, 2019 | 214,626,540 | ||||||
Balance, amount at Dec. 31, 2019 | $ (3,593,121) | $ 2,146 | $ 15,969,311 | $ (19,511,168) | $ (3,539,711) | $ (53,410) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities | ||
Net loss | $ (1,252,157) | $ (558,965) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivative liability | (4,150) | |
Interest expense - debt discount | 64,800 | |
Amortization - debt discount | 5,920 | 80 |
Amortization of interest - beneficial conversion feature | 5,589 | |
Stock warrants expense | 159,961 | 41,596 |
Stock options expense | 95,567 | 4,500 |
Stock-based compensation expense | 44,082 | 20,808 |
Changes in assets and liabilities: | ||
Prepaid expenses | 3,937 | 3,006 |
Accounts payable | 22,166 | (79,137) |
Accrued expenses | (1,165) | (75,322) |
Accrued interest payable | 160,772 | 154,816 |
Related party payables | 72,369 | 425,994 |
Stock subscriptions payable | 78,353 | 1,271 |
Net cash used in operating activities | (543,956) | (61,353) |
Financing Activities: | ||
Proceeds from notes payable - related parties | 186,626 | 55,300 |
Proceeds from notes payable - non-related parties | 6,000 | |
Proceeds from issuances of common stock - non-related parties | 39,000 | |
Proceeds from offering of preferred stock - related parties | 1,000,000 | |
Net cash provided by financing activities | 1,225,626 | 61,300 |
Net Change In Cash | 681,670 | (53) |
Cash At The Beginning Of The Period | 89 | 142 |
Cash At The End Of The Period | 681,759 | 89 |
Schedule Of Non-Cash Investing And Financing Activities: | ||
Related party payables converted to capital | 59,500 | 28,829 |
Gain on related party payables converted to capital | 575,492 | |
Gain on related party conversion of preferred stock into common stock | 1,329,561 | |
Fair value of stock warrants granted | 160,544 | 29,701 |
Fair value of stock options granted | 95,567 | |
Fair value of embedded conversion feature | 64,800 | |
Intrinsic value - beneficial conversion feature | 5,589 | 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 | 12 Months Ended |
Dec. 31, 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 audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the presentation of annual financial information. In management’s opinion, the audited consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position for the years ended December 31, 2019 and December 31, 2018, and results of operations and cash flows for the years ended December 31, 2019 and December 31, 2018. Principles of Consolidation The accompanying audited consolidated financial statements include the accounts of the Company and its majority owned subsidiary, TransBiotec-CA. We have eliminated all intercompany transactions and balances between entities consolidated in these audited financial statements. Use of Estimates The preparation of audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, such estimates were made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company does not have any cash equivalents as of December 31, 2019 and December 31, 2018. Concentration of Credit Risk Certain financial instruments potentially subject the Company to concentrations of credit risk. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Cash held in operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. While the Company monitors cash balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to our cash; however, the Company can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. At December 31, 2019 and December 31, 2018, the Company had $431,759 and $0 in excess of the FDIC insured limit, respectively. Preferred Stock We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. 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 a deferred tax asset of approximately $1,832,000 and $1,244,000 that is offset by a 100% valuation allowance at December 31, 2019 and December 31, 2018, respectively. Therefore, the Company has not recorded any deferred tax assets or liabilities at December 31, 2019 and December 31, 2018. 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 December 31, 2019 and December 31, 2018: December 31, 2019 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 60,650 $ - $ - $ 60,650 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 a 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 The Company follows the guidance of the accounting provisions of ASC 718 Share-based Compensation (“ASC 718”), which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants and options). The fair value of each option award is estimated on the date of grant using the Black-Scholes options-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. The Company has not paid dividends historically and does not expect to pay them in the future. Expected volatilities are based on weighted averages of the historical volatility of the Company’s common stock estimated over the expected term of the options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term as historically the Company had limited activity surrounding its options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. In applying the Black-Scholes options-pricing model, assumptions used were as follows: 2019 Dividend yield 0 % Expected volatility 133% - 146 % Risk free interest rate 1.61 - 1.70 % Expected life 2.00 - 7.17 years Minority Interest (Noncontrolling Interest) A subsidiary of the Company has minority members representing ownership interests of 1.38% at December 31, 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 $12,787 and $8,855 during the year ended December 31, 2019 and December 31, 2018, respectively. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. New Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Leases (Topic 842): Amendments to the FASB Accounting Standards Codification. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, clarifies Topic 718, Compensation – Stock Compensation In July 2017, the FASB issued ASU-2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Noncontrolling Interests of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 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. Management adopted the provisions of this statement and took them into account in the preparation of the financial statements for the year ended December 31, 2019. The Company currently has no revenue and only net operating loss carryforwards that result in a tax benefit. The Company has no deferred tax assets (offset in full by a valuation allowance) or tax liabilities on its balance sheet as of December 31, 2019 and December 31, 2018. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes Income Taxes |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 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 December 31, 2019, the Company has an accumulated deficit of $19,511,168, carrying loans of principal and interest in default totaling $1,440,193. During the year ended December 31, 2019, the Company also experienced negative cash flows from operating activities of $543,956. It appears 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. The Company has identified factors that mitigate the probable conditions that have raised substantial doubt about the entity’s ability to continue as a going concern. 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 was 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, the Company entered into an Asset Purchase Agreement with IDTEC, LLC (“IDTEC”), under which IDTEC agreed to provide personnel, experience, and access to funding to assist with the development of the Company’s SOBR device, as well as to sell to the Company certain robotics assets, which the Company’s management believes are synergistic with its current 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 Company; provided that the total number of shares of Company’s $0.00001 par value common stock issued and outstanding following a tentative closing date of April 23, 2020 shall not exceed 20 million (20,000,000) shares (on a fully-diluted basis). 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 our 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 all or part of the Series A-1 Preferred Stock for 150% of the original issuance price, (e) shall not be callable 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 has not issued these preferred shares as of December 31, 2019, however,the Company plans to issue these preferred shares in April 2020. As a result of the offering, the Company has a cash balance of $681,759 at December 31, 2019. On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this Annual Report. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. However, if the pandemic continues, it will have an adverse effect on the Company’s results of future operations, financial position, and liquidity in year 2020. 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 these conditions have not been met on or before December 31, 2019. Additionally, the COVID-19 outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown, which would impair the Company’s ability to raise needed funds to continue as a going concern. As such, substantial doubt about the entity’s ability to continue as a going concern was not alleviated as of December 31, 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
NOTE 3. RELATED PARTY TRANSACTIONS | In May 2011, the Company entered into an employment agreement with Mr. Bennington to be the Company’s sole CEO 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 decrease 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 additional compensation due to his inability 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. 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 legal 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 legal fees and costs incurred beginning with the legal services provided to the Company on November 1, 2014 are to be converted on a monthly basis to common stock at a price of $0.09 per share until the accounts payable balance for attorney fees is paid current. These payables were for legal expensesrecorded to general and administrative expense as incurred. The Company has recorded to equity, a total related party gain connected to these conversions during the year ended December 31, 2019 and 2018 of $26,875 and $28,400, respectively. Per this agreement as of December 31, 2019 and December 31, 2018, on a cumulative basis, approximately $270,086 of related party payables was payable with 2,561,980 common shares and $201,831 was payable with 2,242,565 common shares, respectively. The Company has a stock subscription payable due to Lanphere Law Group as of December 31, 2019 of $3,144 payable with 508,686 of its common shares, and $1,271 payable with 562,688 of its common shares as of December 31, 2018. None of Lanphere Law Group’s related party payables were converted into common shares during the year ended December 31, 2019. 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 December 31, 2019 and December 31, 2018, the principal balance of this note was $31,662 and $31,662, respectively. As of December 31, 2019 and December 31, 2018, the accrued interest on this note was $9,508 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 also recorded to equity. After this exercise, Lanphere Law Group owned warrants to acquire an additional 27,400,745 shares of our common stock. 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. Based on the fair value of the shares issued, 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. Based on the fair value of the shares issued, 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. Based on the fair value of the shares issued, the Company also recorded a related party gain 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 $0.0425 per share. As of December 31, 2019 and December 31, 2018, the Company had payables due to a related party for accrued 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 Preferred Stock owned by Mr. Lanphere. The Series A Preferred stock were exchanged for the Company’s common shares at a price of $0.10 per share and the Company recognized a related party gain of $498,516. The common shares were issued on or about August 28, 2019. The value of the exchanged preferred shares was $520,643 which resulted in a net reduction of APIC of $498,516. 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 Preferred Stock owned by Mr. Justus. The Series A Preferred stock were exchanged for the Company’s common shares at a price of $0.10 per share and the Company recognized a related party gain of $831,045. The common shares were issued on or about August 28, 2019. The value of the exchanged preferred shares was $867,932 which resulted in a net reduction of APIC of $831,045. 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 year ended December 31, 2019 and 2018 of $52,420 and $52,420, respectively, was accounted for as general and administrative expense. 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 were 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), its Secretary, and as a member of the Company’s Board of Directors. According to Mr. Bennington’s resignation letter, there were no disagreements with Mr. Bennington. 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 the Company’s 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 the Company’s officers and directors, is a sophisticated investor and familiar with our operations. None of Mr. Bennington’s common stock options vested, and therefore none were expensed during the year ended December 31, 2019. As such, no shares were issued to Mr. Bennington as of December 31, 2019. 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. None of Mr. Noceti’s common stock options vested, and therefore none were expensed during the year ended December 31, 2019. As such, no shares were issued to Mr. Noceti as of December 31, 2019. 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.. None of Mr. Graham’s common stock options vested, and therefore none were expensed during the year ended December 31, 2019. As such, no shares were issued to Mr. Graham as of December 31, 2019. 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 the Company’s 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 April 30, 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 the Company’s 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. 1,955,554 of these common stock option shares, valued at $14,080, were vested and expensed at December 31, 2019. No shares have been issued to Mr. Moore as of December 31, 2019. On October 25, 2019, the Company entered into an Employment Agreement with Mr. David Gandini to serve as the Company’s 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 April 30, 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 the Company 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. 7,999,732 of these common stock option shares, valued at $57,574, were vested and expensed at December 31, 2019. No shares have been issued to Mr. Gandini as of December 31, 2019. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
NOTES PAYABLE | |
NOTE 4. NOTES PAYABLE | RELATED PARTIES The Company has seven convertible notes payable to related parties that have a principal balance of $161,000 and $91,000 as of December 31, 2019 and December 31, 2018, respectively. These notes carry interest rates ranging from of 7% to 10% and have due dates ranging from 1/23/2014 - 4/8/2015. Three of the seven notes are due on demand and four of the 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, there was a beneficial conversion value to record. The beneficial conversion feature was amortized over the life of the notes, one year, and was fully amortized at December 31, 2019 and December 31, 2018. No beneficial conversion feature expense related to these notes was incurred during the year ended December 31, 2019 and 2018. On March 1, 2019, May 3, 2019 and October 26, 2019, the Company entered into convertible note payable agreements that converts to its common stock at a variable conversion price. As discussed in Note 5 – Derivative Liability, the Company analyzed the conversion features of the seven note agreements for derivative accounting consideration under ASU 2017-11 (ASC 815-15 Derivatives and Hedging), and determined the embedded conversion features for three should be classified as a derivative because the exercise price of the convertible note is subject to a variable conversion rate. The Company evaluated these three convertible notes and determined that its embedded conversion feature carried a debt discount that should be fully amortized upon grant. The Company fully amortized this debt discount and recorded it as amortization of debt discount – interest expense in the amount of $64,800. The Company had no such amortization expenses at December 31, 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 December 31, 2019 and December 31, 2018, respectively. These notes carry interest rates of 10% and have due dates ranging from 8/03/2012 - 7/23/2016. 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 December 31, 2019 and December 31, 2018, respectively. These notes carry an interest rate of 7% and have due dates ranging from 10/05/2017 - 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 $0.0040 - $0.0046. As of December 31, 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 December 31, 2019 and December 31, 2018 is $8,656 and $8,074, respectively. During the year ended December 31, 2019 and 2018, debt discount amortization expense recorded as interest expense related to these stock warrants was $37,072 and $33,138, respectively. The reason for the increase 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 the related stock warrants granted during the year ended December 31, 2019 and 2018 was $38,998 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% - 2.40%, dividend yield of 0%, expected life of .38 - 5 years, daily volatility between 134% - 135%. Total interest expense for related party notes was $91,845 and $80,753 for the year ended December 31, 2019 and 2018, respectively. Related party notes consisted of the following: December 31, 2019 December 31, 2018 Convertible Notes Payable $ 161,000 $ 91,000 Conventional Non-Convertible Notes Payable 328,423 343,700 Notes Payable with Detached Free-standing Warrants 280,119 271,144 Unamortized Discount (8,656 ) (8,074 ) Net Related Party Notes Payable $ 760,886 $ 697,770 NON- RELATED PARTIES The Company has fifteen convertible notes payable to non-related parties that have a principal balance of $143,136 and $143,136 as of December 31, 2019 and December 31, 2018, respectively. These notes carry interest rates ranging from 5% - 30% and have due dates ranging from 2/08/2012 - 5/23/2019. All fifteen notes are currently in default. These notes carry conversion prices ranging from $0.0017- $0.3235688 per share. 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 December 31, 2019 and December 31, 2018, respectively. These notes carry interest rates ranging from 9% - 18% and have due dates ranging from 1/31/2013 - 11/11/2015. All three notes are currently in default. 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 December 31, 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 was not exercised by the note holder and expired on May 16, 2019. As of December 31, 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 December 31, 2019 and December 31, 2018, and no stock warrant amortization expense was recorded to interest expense during the year ended December 31, 2019 and 2018. Total interest expense for non-related party notes was $56,546 and $50,235 for the year ended December 31, 2019 and 2018, respectively. Non- related party notes consisted of the following: December 31, 2019 December 31, 2018 Convertible Notes Payable $ 143,136 $ 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 $ 169,574 $ 163,654 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Dec. 31, 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. On October 26, 2019, the Company borrowed $10,000 under a convertible promissory note agreement from an unrelated party that is due upon demand from the investor. All three 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 therefore be 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 190% to 270%, (2) risk-free interest rate from 1.55% to 1.66%, and (3) expected life from 6 months to 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. On October 26, 2019, the date of the third note, the fair value of the embedded derivative was $8,700. The notes carried an embedded conversion feature of $64,800 that was fully amortized to as interest expense during the year ended December 31, 2019. The fair value of the embedded derivative is $60,650 and is recorded on the balance sheet as a derivative liability at December 31, 2019. The note was not converted during the year ended December 31, 2019. Utilizing level 3 inputs, the Company recorded a fair market value gain of $4,150 and none during the year ended December 31, 2019. A summary of the activity of the derivative liability is shown below: Balance at December 31, 2018 $ - Fair value of derivatives issued 64,800 Fair market value adjustments (4,150 ) Balance at September 30, 2019 $ 60,650 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
NOTE 6. INCOME TAXES | Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. At December 31, 2019 and 2018 the Company has net operating loss carry forwards of approximately $9,634,000 and $8,713,000, respectively, that may be offset against future taxable income, if any. These carry-forwards are subject to review by the Internal Revenue Service. As of December 31, 2019 and 2018, the deferred tax asset of approximately $1,832,000 and $1,680,000, respectively, created by the net operating losses has been offset by a 100% valuation allowance because the likelihood of realization of the tax benefit cannot be determined. The change in the valuation allowance in 2019 and 2018 was approximately $187,000 and $72,000, respectively. There is no current or deferred tax expense for the years ended December 31, 2019 and 2018. The Company has not filed its tax returns for the years ended 2012 through 2019; however, management believes there are no taxes due as of December 31, 2019 and 2018. The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations recorded as general and administrative expense. For the years ended December 31, 2019 and 2018, the Company incurred net losses and therefore has no tax liability. The Company began operations in 2007 and has net operating loss carry-forwards of approximately $9,634,000 that will be carried forward and can be used through the year 2039 to offset future taxable income. In the future, the cumulative net operating loss carry forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting. The provision for Federal income tax consists of the following for the years ended December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Income tax benefit attributable to: Net loss $ (1,249,032 ) $ (558,965 ) Permanent differences 313,778 42,506 Valuation allowance 935,254 516,459 Net provision for income tax $ - $ - The cumulative tax effect at the expected federal tax rate of 15% of significant items comprising our net deferred tax amount is as follows on December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Deferred tax asset attributable to: Net operating loss carry forward $ 1,832,000 $ 1,244,000 Valuation allowance (1,832,000 ) (1,244,000 ) Net deferred tax asset $ - $ - The cumulative tax effect at the expected state tax rate of 5% of significant items comprising our net deferred tax amount is as follows on December 31, 2018 and 2017: December 31, 2019 December 31, 2018 Deferred tax asset attributable to: Net operating loss carry forward $ 482,000 $ 436,000 Valuation allowance (482,000 ) (436,000 ) Net deferred tax asset $ - $ - Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $9,634,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be further limited to use in future years. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. The United States Federal tax return years 2012 – 2019 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. |
STOCK WARRANTS AND STOCK OPTION
STOCK WARRANTS AND STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2019 | |
STOCK WARRANTS AND STOCK OPTIONS | |
NOTE 7. 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 December 31, 2019 and December 31, 2018 were 15,103,261 and 10,818,583, respectively. On August 8, 2019, the Company entered into an 8% Series A-1 Convertible Preferred Stock Investment agreement with First Capital Ventures (“FCV”). FCV set up a special purpose vehicle (“SPV”) that purchased 1,000,000 of the 8% Series A-1 Convertible Preferred Shares at $1.00 per share on December 12, 2019. Upon purchase, the Company issued the SPV through FCV a three year warrant to purchase 4,800,000 shares of the Company’s common stock at an exercise price of $0.03125 per share. The number of warrants outstanding to the SPV through FCV at December 31, 2019 were 4,800,000. The total outstanding balance of all non-employee stock warrants in TransBiotec, Inc. is 19,903,261 and 24,003,003 at December 31, 2019 and December 31 2018, respectively. There were 30,485,423 non-employee detached free-standing stock warrants granted during the year ended December 31, 2019 and 7,882,392 non-employee detached free-standing stock warrants granted during the year ended December 31, 2018. The relative fair value of these non-employee stock warrants granted during the year ended December 31, 2019 and 2018 totaled $159,961 and $29,701, respectively, and were determined using the Black-Sholes option pricing model based on the following assumptions: Dec. 31, 2019 Dec. 31, 2018 Exercise Price $ .0040-$0.03125 $ 0.0042-$0.0043 Dividend Yield 0 % 0 % Volatility 134% - 167 % 141% - 144 % Risk-free Interest Rate 1.69% – 2.40 % 2.65% – 2.68 % Life of warrants .038 - 5 Years 5 Years The following table summarizes the changes in the Company’s outstanding warrants during the year ended December 31, 2019 and 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 4.25 Years $ 0.0042 $ - Warrants Exercised - - Warrants Expired - - Balance at December 31, 2018 24,003,003 $ 0.0042-0.0190 3.45 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 30,485,423 $ 0.0018664652- 0.0062 3.97 Years $ 0.0086 $ 2,022,912 Warrants Exercised (34,535,165 ) $0.0043 - $0.0045 $ 0.0044 Warrants Expired (50,000 ) $ 0.019 $ 0.0190 Balance at December 31, 2019 19,903,261 $ 0.0040 - $0.03125 3.97 Years $ 0.0108 $ 1,276,870 Exercisable at December 31, 2018 24,003,003 $ 0.0042 - 0.0190 3.45 Years $ 0.0057 $ - Exercisable at December 31, 2019 19,903,261 $ 0.0040- $0.03125 3.97 Years $ 0.0108 $ 1,276,870 On October 24, 2019, the Company’s 2019 Equity Incentive Plan went effective. The plan was approved by the Company’s Board of Directors and the holders of a majority of the Company’s voting stock on September 9, 2019. The plan’s number of authorized shares is 128,000,000. As of December 31, 2019, the Company granted stock options to acquire 76,000,000 shares of common stock at an exercise price of $0.00792 per share under the plan. As of December 31, 2019, the plan had 14,755,287 vested shares and 61,244,713 non-vested shares. The stock options are held by our officers, directors and certain key consultants. 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 the Company’s common stock under its 2019 Equity Incentive Plan. The stock option has an exercise price of $0.00792 and vests quarterly over a one-year period commencing January 1, 2020. The stock option has a five-year term. On October 25, 2019, the Company granted Nick Noceti, the Company’s Chief Financial Officer, an option to acquire 800,000 shares of the Company’s common stock under its 2019 Equity Incentive Plan. The stock option has an exercise price of $0.00792 and vests quarterly over a two-year period commencing January 1, 2020. The stock option has a five-year term. 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 its 2019 Equity Incentive Plan. The stock option has an exercise price of $0.00792 and vests quarterly over a one-year period commencing January 1, 2020. The stock option has a five-year term. On October 25, 2019, the Company entered into an Employment Agreement with Kevin Moore to serve as the Company’s Chief Executive Officer. Under the terms of the agreement, the Company granted an option to Kevin Moore under its 2019 Equity Compensation Plan to acquire 35,200,000 shares of its common stock at an exercise price of $0.00792, with the stock options to vest in 36 equal monthly installments of 977,777 shares during the three-year term of the employment agreement. A total of 1,955,555 options were vested as of December 31, 2019. None of the vested stock options have been exercised and no shares have been issued during the year ended December 31, 2019. On October 25, 2019, the Company entered into an Employment Agreement with David Gandini to serve as the Company’s Chief Revenue Officer. Under the terms of the agreement, the Company granted David Gandini stock options under its 2019 Equity Compensation Plan to acquire 24,000,000 shares of our common stock, at an exercise price of $0.00792, to vest in 36 equal monthly installments of 666,666 shares during the three-year term of the Agreement. David Gandini was also granted 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. A total of 7,999,732 options were vested as of December 31, 2019. None of the vested stock options have been exercised and no shares have been issued during the year ended December 31, 2019. On October 25, 2019, the Company granted stock options to four non-affiliated individuals and entities to acquire an aggregate of 6,400,000 shares of its common stock. The stock options were issued under the 2019 Equity Incentive Plan at an exercise price of $0.00792 vesting quarterly over a two-year period commencing January 1, 2020. The stock options have either a two year or five-year term. On October 27, 2019, the Company entered into a patent purchase agreement under which the Company granted stock options to a non-affiliated party to acquire 3,200,000 shares of its common stock at an exercise price of $0.03125 and vested upon grant. The stock option has a five-year term. None of these stock options have been exercised and no shares have been issued during the year ended December 31, 2019. As of December 31, 2018, there were three outstanding stock options to officers, directors, and consultants to purchase 1,775,000 shares of TransBiotec, Inc. common stock. These stock options vested upon grant and either expired or were cancelled in 2019. There were 79,200,000 and no stock options granted during the year ended December 31, 2019 and 2018, respectively. The following table summarizes the changes in the Company’s outstanding stock options during the year ended December 31, 2019 and 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 December 31, 2018 1,775,000 $ 0.0045 – 0.25 2.32 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 79,200,000 $ 0.00792 - 0.03125 9.00 Years $ 0.0089 $ 5,238,080 Options Exercised - - Options Cancelled (1,500,000 ) $ 0.0045 $ 0.0045 Options Expired (275,000 ) $ 0.007 - 0.25 9.00 Years $ 0.0291 Balance at December 31, 2019 79,200,000 $ 0.00792 - 0.03125 $ 0.0089 $ 5,238,080 Exercisable at December 31, 2018 1,775,000 $ 0.0045 - 0.25 2.32 Years $ 0.0083 $ - Exercisable at December 31,2019 17,955,286 $ 0.00792 - 0.03125 9.00 Years $ 0.0136 $ 807,801 Executive Stock Options The Company has 76,000,000 outstanding executive stock options exercisable at $0.00792 per share with a weighted average remaining contractual life of 9 years as of December 31, 2019 and 250,000 outstanding executive stock options exercisable at $0.007 per share as of December 31, 2018. These 250,000 outstanding executive stock options expired in October 2019. Stock Subscriptions Payable The Company has stock subscriptions payable due to related parties of $79,624 payable with 2,962,688 of its common shares as of December 31, 2019. The Company has stock subscriptions payable due to a related party of $1,271 payable with 243,273 of its common shares at December 31, 2018. The Company recorded a related party gain of $39,992 and $20,624 related to the outstanding stock subscriptions payable during the year ended December 31, 2019 and 2018, respectively. The Company has preferred stock subscriptions payable due to a related party of $1,000,000 convertible into 1,000,000 of its 8% Series A-1 Convertible Preferred shares as of December 31, 2019. The Company had no preferred stock subscriptions payable in 2018. |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2019 | |
COMMON STOCK | |
NOTE 8. 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. 13,134,420 stock warrants were settled along with the related party debt. 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. 21,400,745 stock warrants were settled along with the related party debt. On August 23, 2019, the Company converted $595,000 of accrued compensation owed to a related party into 14,000,000 shares of its common stock valued at $0.0043 per share. A related party gain of $535,500 was recorded as APIC. 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 Preferred Stock valued at $0.0043 per common share. The Company also 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 Preferred Stock valued at $0.0043 per common share. A related party gain of $1,329,561 was recorded as APIC. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2019 | |
PREFERRED STOCK | |
NOTE 9. 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 shares of Series A Convertible Preferred stock vote on an “as converted” basis. The right of conversion is limited by the fact the holder of the Series A Convertible Preferred stock may not convert if such conversion would cause the holder to beneficially own more than 4.9% of the 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 Preferred Stock owned by Mr. Lanphere. The Series A Preferred stock were exchanged for the Company’s common shares at a price of $0.0043 per common share and were issued on or about August 28, 2019. 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 Preferred Stock owned by Mr. Justus. The Series A Preferred stock were exchanged for the Company’s common shares at a price of $0.0043 per common share and were issued on or about August 28, 2019. As of December 31, 2019 and December 31, 2018, the Company had none and 1,388,575 issued shares of its Series A Convertible Preferred stock, respectively. As a condition of the 8% Series A-1 Convertible Preferred Stock agreement, the Series A Convertible Preferred stock was cancelled as of December 31, 2019. During the year ended December 31, 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 $26,196 in 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 Preferred Stock, immediately following the closing date. Each Party shall pay their own expenses in connection with this Agreement. The Company further agreed to issue FCV a three-year stock warrant to purchase 4,800,000 shares of its Common Stock at an exercise price of $ 0.03125 per share immediately following the closing date which was valued at $122,889 and expensed upon grant for services provided. 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. In accordance with the August 8, 2019, Investment Agreement with FCV, on December 9, 2019, the Company’s Board of Directors created a class of preferred stock designated as 8% Series A-1 Convertible Preferred Stock comprising of 2,000,000 shares. The rights and preferences of the 8% Series A-1 Convertible Preferred Stock are as follows: (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 the Company’s common stock at $1 per share (not to be affected by any reverse stock split in connection with the IDTEC APA), (d) redemption rights such that we have 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. 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 our Directors (“SOBR SAFE”), under which SOBR SAFE agreed to acquire One Million (1,000,000) shares of our Series A-1 Convertible Preferred Stock (the “Preferred Shares”), in exchange for One Million Dollars ($1,000,000) (the “Purchase Price”). The Company received the Purchase Price on December 12, 2019. In connection with the closing of the SPA, holders of the Company’s common stock representing approximately 52% of the Company’s then-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. As of December 31, 2019 and December 31, 2018, the Company had issued 1,000,000 and 0 shares of its 8% Series A-1 Convertible Preferred Stock, respectively, but has not issued any stock certificates yet. The Series A-1 Convertible Preferred Stock earns cumulative dividends at a rate of 8% per annum, payable in cash or common stock at the option of the Company on June 30 and December 31 of each year. If paid in common stock, the common stock will be valued at the average of the closing price for the five business days prior to the dividend payment date. The Preferred shareholders will participate in any common stock dividends on an as converted basis. During the year ended December 31, 2019 and 2018, no dividends have been declared for holders of the 8% Series A-1 Convertible Preferred stock. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 10. 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 $52,420 and $52,420 for the year ended December 31, 2019 and December 31, 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 April 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 we are working to get this amount paid off. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE 11. SUBSEQUENT EVENTS | 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 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 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 7,147,001 shares of its common stock to a related party in exchange for their agreement to settle an accounts payable balance of $714,700.10 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 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 the all amounts owed. On January 29, 2020, the Company agreed to convert 16,628,835 shares of its common stock at $.0274608 per share to a related party in exchange for their agreement to settle various promissory notes of $456,641.11 owed to them and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of the all amounts owed. On March 2, 2020, the Company issued 20,000 shares of its common stock to a non-related party in exchange for their agreement to settle an accounts payable balance of $900.00 owed to them. The shares were issued at a value of $0.045 per share and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of the all amounts owed. On March 9, 2020, the Company amended the Asset Purchase Agreement (“APA”) agreeing to the following. 1. The parties further acknowledged that IDTEC, Gary Graham, First Capital Holdings, LLC and First Capital Ventures, LLC have voluntarily committed personnel and funds to the Company (Buyer) to assist with (i) ongoing operating expenses and pay for further engineering and development work on Buyer’s products and prototypes, (ii) protect, maintain and develop the Buyer’s products and intellectual property, (iii) hire, pay and retain the proposed management team, third party consultants and advisors for the Buyer following the consummation of the sale contemplated in the APA and, (iv) take such further actions as are necessary to more quickly expand the Buyer’s business subsequent to the sale of the purchased assets. The parties acknowledged that the amount voluntarily advanced by IDTEC is USD $1,416,076 as of February 20, 2020 (and will be a greater amount by the date the APA closes or is terminated). The parties agreed that that the $1,416,076 of funds were advanced voluntarily and are not the obligation of the Company and the Company has no obligation to repay these funds in the event the transaction contemplated by the APA does not close. In the event the transaction does close, then on the Closing Date, the Company shall issue promissory notes for the aggregate amounts incurred, paid or advanced. As of December 31, 2019, the Company received no advances from IDTEC. All payments were made directly to the vendor. 2. The parties further acknowledged that an affiliate of IDTEC purchased TransBiotec’s Series A-1 Convertible Preferred Stock in a separate transaction. TransBiotec previously agreed that it would, if requested in writing after the funding from the purchase of the TransBiotec Series A-1 Convertible Preferred Stock, pay up to USD $200,000 to IDTEC or its affiliates for the development of the SOBR device. In connection with the closing of the sale of the TransBiotec Series A-1 Convertible Preferred Stock, IDTEC requested, and TransBiotec paid in December 2019, a total of USD $141,000 to its affiliate for the development of the SOBR device. On March 15, 2020, the Company agreed to convert 325,000 shares of its common stock to a non-related party in exchange for their agreement to settle a notes payable of $32,500 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 the all amounts owed. On March 21, 2020, the Company agreed to convert 19,500 shares of its common stock to a non-related party in exchange for their agreement to settle a notes payable of $1,950 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 the all amounts owed. On March 23, 2020, the Company filed a Definitive 14C providing notice that the Board of Directors has recommended, and holders of a majority of the voting power of the Company’s outstanding stock voted, to approve the following. 1. To remove and re-elect four (4) directors to serve until the next Annual Meeting of Shareholders and thereafter until their successors are elected and qualified; and 2. To approve an amendment to the Company’s Certificate of Incorporation to: (a) change the Company’s name to SOBR SAFE, Inc., (b) decrease the Company’s authorized common stock from 800,000,000 shares, par value $0.00001 to 100,000,000 shares, par value $0.00001, and (c) effect a reverse stock split of the Company’s outstanding common stock at a ratio between 1-for-32 and 1-for-35 (with the exact ratio to be determined by the directors in their sole discretion without further approval by the shareholders). The above actions taken by the Company’s stockholders will become effective on or about April 23, 2020. On April 1, 2020, the Company issued 2,500,000 shares of its common stock to a non-related party in exchange for their agreement to settle an accounts payable balance of $43,753.00 owed to them. The shares were issued at a value of $0.0175 per share and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of the all amounts owed. On April 6, 2020, the Company issued 1,278,840 shares of its common stock to a related party in exchange for their agreement to settle a related party accounts payable of $127,840 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 the all amounts owed. On April 7, 2020, the Company issued 227,200 shares of its common stock to a related party in exchange for their agreement to settle an accounts payable balance of $9,656.03 owed to them. The shares were issued at a value of $0.0425 per share and were issued pursuant to the terms of a Common Stock Purchase Agreement. The conversion was in full satisfaction of the all amounts owed. |
ORGANIZATION, OPERATIONS AND _2
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | |
Basis of Presentation | The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for the presentation of annual financial information. In management’s opinion, the audited consolidated financial statements reflect all adjustments (including reclassifications and normal recurring adjustments) necessary to present fairly the financial position for the years ended December 31, 2019 and December 31, 2018, and results of operations and cash flows for the years ended December 31, 2019 and December 31, 2018. |
Principles of consolidation | The accompanying audited consolidated financial statements include the accounts of the Company and its majority owned subsidiary, TransBiotec-CA. We have eliminated all intercompany transactions and balances between entities consolidated in these audited financial statements. |
Use of Estimates | The preparation of audited consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, such estimates were made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates. |
Cash | The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. The Company does not have any cash equivalents as of December 31, 2019 and December 31, 2018. |
Concentration of Credit Risk | Certain financial instruments potentially subject the Company to concentrations of credit risk. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Cash held in operating accounts may exceed the Federal Deposit Insurance Corporation, or FDIC, insurance limits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. While the Company monitors cash balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to our cash; however, the Company can provide no assurances that access to our cash will not be impacted by adverse conditions in the financial markets. At December 31, 2019 and December 31, 2018, the Company had $431,759 and $0 in excess of the FDIC insured limit, respectively. |
Preferred Stock | We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. |
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 a deferred tax asset of approximately $1,832,000 and $1,244,000 that is offset by a 100% valuation allowance at December 31, 2019 and December 31, 2018, respectively. Therefore, the Company has not recorded any deferred tax assets or liabilities at December 31, 2019 and December 31, 2018. |
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 December 31, 2019 and December 31, 2018: December 31, 2019 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 60,650 $ - $ - $ 60,650 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 a 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 | The Company follows the guidance of the accounting provisions of ASC 718 Share-based Compensation (“ASC 718”), which requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (warrants and options). The fair value of each option award is estimated on the date of grant using the Black-Scholes options-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. The Company has not paid dividends historically and does not expect to pay them in the future. Expected volatilities are based on weighted averages of the historical volatility of the Company’s common stock estimated over the expected term of the options. The expected term of options granted is derived using the “simplified method” which computes expected term as the average of the sum of the vesting term plus the contract term as historically the Company had limited activity surrounding its options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. In applying the Black-Scholes options-pricing model, assumptions used were as follows: 2019 Dividend yield 0 % Expected volatility 133% - 146 % Risk free interest rate 1.61 - 1.70 % Expected life 2.00 - 7.17 years |
Minority Interest (Noncontrolling Interest) | A subsidiary of the Company has minority members representing ownership interests of 1.38% at December 31, 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 $12,787 and $8,855 during the year ended December 31, 2019 and December 31, 2018, respectively. |
Related Parties | Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. |
New Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Leases (Topic 842): Amendments to the FASB Accounting Standards Codification. In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, clarifies Topic 718, Compensation – Stock Compensation In July 2017, the FASB issued ASU-2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Noncontrolling Interests of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 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. Management adopted the provisions of this statement and took them into account in the preparation of the financial statements for the year ended December 31, 2019. The Company currently has no revenue and only net operating loss carryforwards that result in a tax benefit. The Company has no deferred tax assets (offset in full by a valuation allowance) or tax liabilities on its balance sheet as of December 31, 2019 and December 31, 2018. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting In July 2019, the FASB issued ASU 2019-07, Codification Updates to SEC Sections In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes Income Taxes |
ORGANIZATION, OPERATIONS AND _3
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | |
Schedule of fair value of assets and liabilities | December 31, 2019 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ 60,650 $ - $ - $ 60,650 December 31, 2018 Level 1 Level 2 Level 3 Derivative liabilities $ - $ - $ - |
Schedule of assumption for risk free return | 2019 Dividend yield 0 % Expected volatility 133% - 146 % Risk free interest rate 1.61 - 1.70 % Expected life 2.00 - 7.17 years |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
NOTES PAYABLE | |
Schedule of notes payables - related parties | December 31, 2019 December 31, 2018 Convertible Notes Payable $ 161,000 $ 91,000 Conventional Non-Convertible Notes Payable 328,423 343,700 Notes Payable with Detached Free-standing Warrants 280,119 271,144 Unamortized Discount (8,656 ) (8,074 ) Net Related Party Notes Payable $ 760,886 $ 697,770 |
Schedule of notes payables - non related parties | December 31, 2019 December 31, 2018 Convertible Notes Payable $ 143,136 $ 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 $ 169,574 $ 163,654 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
DERIVATIVE LIABILITY | |
Schedule of activity of derivative liability | Balance at December 31, 2018 $ - Fair value of derivatives issued 64,800 Fair market value adjustments (4,150 ) Balance at September 30, 2019 $ 60,650 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Schedule of net provision for income tax | December 31, 2019 December 31, 2018 Income tax benefit attributable to: Net loss $ (1,249,032 ) $ (558,965 ) Permanent differences 313,778 42,506 Valuation allowance 935,254 516,459 Net provision for income tax $ - $ - |
Schedule of net deferred tax assets | December 31, 2019 December 31, 2018 Deferred tax asset attributable to: Net operating loss carry forward $ 1,832,000 $ 1,244,000 Valuation allowance (1,832,000 ) (1,244,000 ) Net deferred tax asset $ - $ - December 31, 2019 December 31, 2018 Deferred tax asset attributable to: Net operating loss carry forward $ 482,000 $ 436,000 Valuation allowance (482,000 ) (436,000 ) Net deferred tax asset $ - $ - |
STOCK WARRANTS AND STOCK OPTI_2
STOCK WARRANTS AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
STOCK WARRANTS AND STOCK OPTIONS | |
Schedule of fair value of non-employee stock/warrants | Dec. 31, 2019 Dec. 31, 2018 Exercise Price $ .0040-$0.03125 $ 0.0042-$0.0043 Dividend Yield 0 % 0 % Volatility 134% - 167 % 141% - 144 % Risk-free Interest Rate 1.69% – 2.40 % 2.65% – 2.68 % Life of warrants .038 - 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 4.25 Years $ 0.0042 $ - Warrants Exercised - - Warrants Expired - - Balance at December 31, 2018 24,003,003 $ 0.0042-0.0190 3.45 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 30,485,423 $ 0.0018664652- 0.0062 3.97 Years $ 0.0086 $ 2,022,912 Warrants Exercised (34,535,165 ) $0.0043 - $0.0045 $ 0.0044 Warrants Expired (50,000 ) $ 0.019 $ 0.0190 Balance at December 31, 2019 19,903,261 $ 0.0040 - $0.03125 3.97 Years $ 0.0108 $ 1,276,870 Exercisable at December 31, 2018 24,003,003 $ 0.0042 - 0.0190 3.45 Years $ 0.0057 $ - Exercisable at December 31, 2019 19,903,261 $ 0.0040- $0.03125 3.97 Years $ 0.0108 $ 1,276,870 |
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 December 31, 2018 1,775,000 $ 0.0045 – 0.25 2.32 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 79,200,000 $ 0.00792 - 0.03125 9.00 Years $ 0.0089 $ 5,238,080 Options Exercised - - Options Cancelled (1,500,000 ) $ 0.0045 $ 0.0045 Options Expired (275,000 ) $ 0.007 - 0.25 9.00 Years $ 0.0291 Balance at December 31, 2019 79,200,000 $ 0.00792 - 0.03125 $ 0.0089 $ 5,238,080 Exercisable at December 31, 2018 1,775,000 $ 0.0045 - 0.25 2.32 Years $ 0.0083 $ - Exercisable at December 31,2019 17,955,286 $ 0.00792 - 0.03125 9.00 Years $ 0.0136 $ 807,801 |
ORGANIZATION OPERATIONS AND SUM
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Level 1 [Member] | ||
Derivative liabilites | ||
Fair value assets and liabilities | ||
Level 2 [Member] | ||
Derivative liabilites | ||
Fair value assets and liabilities | ||
Level 3 [Member] | ||
Derivative liabilites | 60,650 | |
Fair value assets and liabilities | $ 60,650 |
ORGANIZATION OPERATIONS AND S_2
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected volatility | 133.00% | |
Risk free interest rate | 1.61% | |
Expected life | 2 years | |
Maximum [Member] | ||
Expected life | 7 years 2 months 1 day | |
Expected volatility | 146.00% | |
Risk free interest rate | 1.70% |
ORGANIZATION OPERATIONS AND S_3
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
ORGANIZATION OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | ||
State of incorporation | Delaware | |
Date of Incorporation | Aug. 1, 2007 | |
Federal Deposit Insurance Corporation | $ 250,000 | |
Excess of FDIC insured limit cost | 431,759 | $ 0 |
Deferred tax asset valuation allowance | $ 1,832,000 | $ 1,244,000 |
Deferred tax asset valuation allowance percentage | 100.00% | 100.00% |
Research and development costs | $ 12,787 | $ 8,855 |
Noncontrolling ownership interest | 1.38% | 1.38% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 12, 2019 | May 06, 2019 | Oct. 29, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Accumulated deficit | $ (19,511,168) | $ (18,262,136) | |||
Carrying loans of principal and interest | 1,440,193 | ||||
Net cash used in operating activities | $ (543,956) | $ (61,353) | |||
Preferred stock, shares authorized | 22,000,000 | 22,000,000 | |||
Common stock per share | $ 0.00001 | $ 0.00001 | |||
Asset purchase agreement [Member] | IDTEC, LLC [Member] | Series A-1 Convertible Preferred Stock [Member] | |||||
Redemption rights description | The total number of shares of Company’s $0.00001 par value common stock issued and outstanding following a tentative closing date of April 23, 2020 shall not exceed 20 million (20,000,000) shares (on a fully-diluted basis). | ||||
Business acquisition, shares issued | 12,000,000 | ||||
Business acquisition, consideration, share price | $ 0.00001 | ||||
Letter of Intent [Member] | First Capital Holdings [Member] | Convertible Notes [Member] | |||||
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 | ||||
Debt, maturity terrm | 2 years | ||||
Business acquisition, debt instrument, conversion price | $ 2 | ||||
Business acquisition, consideration transferred, shares issued, percentage | 60.00% | ||||
SOBR SAFE, LLC [Member] | Asset purchase agreement [Member] | |||||
Redemption rights description | Redemption rights such that we have 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 | ||||
Business acquisition, purchase price | $ 1,000,000 | ||||
Business acquisition, shares issued | 1,000,000 | ||||
Preferred stock, shares authorized | 2,000,000 | ||||
Business acquisition, original issuance price | $ 1 | ||||
Common stock per share | $ 1 | ||||
Business acquisition, dividend rights | 8.00% | ||||
Cash acquired from acquisition | $ 681,759 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 02, 2015 | Dec. 03, 2014 | Nov. 01, 2014 | Oct. 27, 2019 | Oct. 25, 2019 | Aug. 23, 2019 | Sep. 30, 2016 | May 31, 2011 | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 09, 2019 | Aug. 28, 2019 | Apr. 30, 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 | $ 270,086 | $ 270,086 | $ 201,831 | ||||||||||||||
Common shares issuable upon extinguishment of related party debt | 2,561,980 | 2,242,565 | |||||||||||||||
Exercise price | $ 112,871 | ||||||||||||||||
Debt amount | 31,662 | $ 31,662 | $ 31,662 | ||||||||||||||
Debt amount after debt forgiveness | $ 31,662 | ||||||||||||||||
Acquired shares | 32,248,932 | ||||||||||||||||
Accrued interest | 9,508 | 9,508 | 5,539 | ||||||||||||||
Note payable amount | $ 74,672 | 74,672 | 74,672 | ||||||||||||||
Rent expense | $ 39,315 | 39,315 | |||||||||||||||
Stock subscription payable | $ 1,271 | ||||||||||||||||
Common stock, shares issued | 214,626,540 | 214,626,540 | 109,409,930 | ||||||||||||||
Series A Convertible Preferred Stock | |||||||||||||||||
Additional paid-in capital | $ 15,969,311 | $ 15,969,311 | $ 14,887,804 | ||||||||||||||
Stock subscriptions payable | 79,624 | 79,624 | 1,271 | ||||||||||||||
Gain on related party debt conversion | 39,992 | ||||||||||||||||
Related party payables converted to capital | $ 59,500 | $ 28,829 | |||||||||||||||
Share Exchange Agreement (the "Justus SEA") [Member] | |||||||||||||||||
Common stock, shares issued | 8,679,320 | ||||||||||||||||
Preferred shares exchange value | $ 867,932 | ||||||||||||||||
Common stock issued price per share | $ 0.10 | ||||||||||||||||
Series A Convertible Preferred Stock | 867,932 | ||||||||||||||||
Net reduction of Additional paid-in capital | $ 831,045 | ||||||||||||||||
Additional paid-in capital | $ 831,045 | ||||||||||||||||
Share Exchange Agreement (the "Lanphere SEA") [Member] | |||||||||||||||||
Common stock, shares issued | 5,206,430 | ||||||||||||||||
Preferred shares exchange value | $ 520,643 | ||||||||||||||||
Common stock issued price per share | $ 0.10 | ||||||||||||||||
Series A Convertible Preferred Stock | 520,643 | ||||||||||||||||
Net reduction of Additional paid-in capital | $ 498,516 | ||||||||||||||||
Additional paid-in capital | 498,516 | ||||||||||||||||
Debt Conversion and Common Stock Purchase Plan (the "Mishal" SPA) [Member] | |||||||||||||||||
Accrued interest | $ 11,478 | ||||||||||||||||
Common stock, shares issued | 13,134,420 | ||||||||||||||||
Additional paid-in capital | $ 657 | ||||||||||||||||
Purchase price of shares | 56,478 | ||||||||||||||||
Related party notes payable | $ 45,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0043 | ||||||||||||||||
Convertible promissory note agreement [Member] | Minimum [Member] | |||||||||||||||||
Related party transaction, expiration date | Dec. 31, 2017 | ||||||||||||||||
Annual accrual compensation description | Mr. Bennington agreed to decrease his yearly compensation, and resulting yearly accrual, to $120,000 per year with no yearly increases as stipulated in years 2 through 5. | ||||||||||||||||
Nick Noceti [Member] | |||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
Charles Bennington [Member] | |||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
"Bennington SPA" [Member] | Common Stock Purchase Agreement [Member] | |||||||||||||||||
Common stock, shares issued | 14,000,000 | ||||||||||||||||
Common stock issued price per share | 0.0425 | ||||||||||||||||
Additional paid-in capital | $ 535,500 | ||||||||||||||||
Debt Instrument, Forgiveness | $ 595,000 | ||||||||||||||||
Due to related party and accrued compensation | 474,156 | $ 474,156 | $ 474,156 | ||||||||||||||
Lanphere Law Group [Member] | |||||||||||||||||
Debt amount | $ 214,334 | ||||||||||||||||
Maturity date | Dec. 2, 2015 | ||||||||||||||||
Debt Instrument, Forgiveness | 108,000 | ||||||||||||||||
Stock subscription payable, shares conversion | 508,686 | 562,688 | |||||||||||||||
Debt instrument principal value, after forgivness | $ 106,335 | ||||||||||||||||
Stock subscriptions payable | $ 3,144 | $ 3,144 | $ 1,271 | ||||||||||||||
Outstanding accounts payable | $ 428,668 | ||||||||||||||||
Gain on related party debt conversion | $ 108,000 | ||||||||||||||||
Acquired additional shares of common stock | 15,103,261 | 15,103,261 | |||||||||||||||
Related party payables converted to capital | $ 26,875 | 28,400 | |||||||||||||||
Number of warrants outstanding | 27,400,745 | 27,400,745 | |||||||||||||||
Lanphere Law Group [Member] | December 3 2014 [Member] | |||||||||||||||||
Debt amount | $ 74,672 | ||||||||||||||||
Outstanding accounts payable | $ 38,199 | ||||||||||||||||
Lanphere Law Group [Member] | Debt Conversion and Common Stock Purchase Plan (the "Mishal" SPA) [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 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.0045 | ||||||||||||||||
Accrued interest | $ 18,376 | ||||||||||||||||
Lanphere Law Group [Member] | LeaseArrangement [Member] | |||||||||||||||||
Rent expense | $ 52,420 | $ 52,420 | |||||||||||||||
Rent expense, monthly | $ 4,100 | $ 4,100 | |||||||||||||||
Term of operating lease description | The term of this operating lease runs from July 1, 2015 to June 30, 2019. | ||||||||||||||||
Equity Incentive Plan [Member] | Nick Noceti [Member] | |||||||||||||||||
Shares acquire | 800,000 | ||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
Fair market value of common stock | 110.00% | ||||||||||||||||
Option vesting description | Option vesting quarterly over a two-year period commencing January 1, 2020. | ||||||||||||||||
Equity Incentive Plan [Member] | Charles Bennington [Member] | |||||||||||||||||
Shares acquire | 800,000 | ||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
Fair market value of common stock | 110.00% | ||||||||||||||||
Option vesting description | Option vesting quarterly over a one-year period commencing January 1, 2020. | ||||||||||||||||
Gary Graham [Member] | |||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
Gary Graham [Member] | Equity Incentive Plan [Member] | |||||||||||||||||
Shares acquire | 800,000 | ||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
Fair market value of common stock | 110.00% | ||||||||||||||||
Option vesting description | Option vesting quarterly over a one-year period commencing January 1, 2020. | ||||||||||||||||
Mr. Bennington [Member] | |||||||||||||||||
Monthly Salary | $ 5,000 | ||||||||||||||||
Mr. Braiker [Member] | |||||||||||||||||
Exercise price | $ 0.0045 | ||||||||||||||||
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 | ||||||||||||||||
Fair value amount | $ 6,290 | ||||||||||||||||
Cancellation of stock option granted to related party | 1,500,000 | ||||||||||||||||
Employment Agreement [Member] | Mr. David Gandini [Member] | |||||||||||||||||
Annual base salary | $ 185,000 | ||||||||||||||||
Maturity date | Oct. 24, 2022 | ||||||||||||||||
Common stock vested amount | $ 57,574 | $ 57,574 | |||||||||||||||
Common stock shares veasted | 7,999,732 | 7,999,732 | |||||||||||||||
Shares acquire | 24,000,000 | ||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
Fair market value of common stock | 110.00% | ||||||||||||||||
Aggregate of additional option shares | 8,000,000 | ||||||||||||||||
Stock options description | Stock options to vest in 36 equal monthly installments of 666,666 shares during the three-year term of the Gandini Agreement | ||||||||||||||||
Pre-vesting option shares | 6,666,600 | ||||||||||||||||
Stock options term | 10 years | ||||||||||||||||
Remaining pre-vesting option shares | 1,333,400 | ||||||||||||||||
Employment Agreement [Member] | Mr. Kevin Moore [Member] | |||||||||||||||||
Annual base salary | $ 213,000 | ||||||||||||||||
Maturity date | Oct. 24, 2022 | ||||||||||||||||
Common stock vested amount | $ 14,080 | $ 14,080 | |||||||||||||||
Common stock shares veasted | 1,955,554 | 1,955,554 | |||||||||||||||
Shares acquire | 35,200,000 | ||||||||||||||||
Exercise price | $ 0.00792 | ||||||||||||||||
Fair market value of common stock | 110.00% | ||||||||||||||||
Stock options description | Stock options to vest in 36 equal monthly installments of 977,777 shares during the three-year term of the Moore Agreement. | ||||||||||||||||
Common stock, shares issued | 800,000 | ||||||||||||||||
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 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - Related Party Notes Payable [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Notes Payable | $ 161,000 | $ 91,000 |
Conventional Non-Convertible Notes Payable | 328,423 | 343,700 |
Notes Payable with Detached Free-standing Warrants | 280,119 | 271,144 |
Unamortized Discount | (8,656) | (8,074) |
Net Related Party Notes Payable | $ 760,886 | $ 697,770 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - Non-Related Party Notes Payable [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible Notes Payable | $ 143,136 | $ 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 | $ 169,574 | $ 163,654 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2019 | |
Total Interest expense | $ (457,505) | $ (263,092) | |
Unamortized Discount | $ 5,920 | ||
Dividend yield | 0.00% | 0.00% | |
Minimum [Member] | |||
Expected life | 2 years | ||
Maximum [Member] | |||
Expected life | 7 years 2 months 1 day | ||
Non-Convertible Notes Payable Two [Member] | |||
Default interest rate | 10.00% | ||
Convertible Note Payable | $ 328,423 | $ 343,700 | |
Non-Convertible Notes Payable Two [Member] | Minimum [Member] | |||
Interest rate | 0.00% | ||
Note payable due date | Aug. 3, 2015 | ||
Non-Convertible Notes Payable Two [Member] | Maximum [Member] | |||
Interest rate | 10.00% | ||
Note payable due date | Jul. 23, 2016 | ||
Related Party Notes Payable [Member] | |||
Default interest rate | 10.00% | ||
Interest expense | $ 91,845 | $ 80,753 | |
Convertible Notes Payable | 161,000 | 91,000 | |
Amortization of debt discount - interest expense | $ 64,800 | ||
Related Party Notes Payable [Member] | Minimum [Member] | |||
Interest rate | 7.00% | ||
Note payable due date | Jan. 23, 2014 | ||
Note payable conversion price per share | $ 0.0072 | ||
Related Party Notes Payable [Member] | Maximum [Member] | |||
Interest rate | 10.00% | ||
Note payable due date | Apr. 8, 2015 | ||
Note payable conversion price per share | $ 0.0800 | ||
Non-Related Party Notes Payable [Member] | |||
Convertible Notes Payable | $ 143,136 | 143,136 | |
Default interest rate | 10.00% | ||
Total Interest expense | $ 56,546 | $ 50,235 | |
Non-Related Party Notes Payable [Member] | Minimum [Member] | |||
Interest rate | 5.00% | ||
Note payable due date | Feb. 8, 2012 | ||
Note payable conversion price per share | $ 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 | ||
Non-Related Party Notes Payable [Member] | Non-Convertible Notes Payable [Member] | |||
Interest rate | 10.00% | ||
Number of detached free-standing warrants outstanding | 0 | 50,000 | |
Principal payable | $ 5,000 | $ 5,000 | |
Convertible Notes Payable | $ 21,438 | $ 21,438 | |
Note payable due date | Sep. 11, 2014 | ||
Exercise price | $ 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] | |||
Note payable conversion price per share | $ 0.0045 | ||
Related Party Notes Payable One [Member] | Minimum [Member] | |||
Note payable due date | Oct. 5, 2015 | ||
Exercise price | $ 0.0040 | ||
Risk free interest rate | 1.83% | ||
Expected life | 4 months 17 days | ||
Volatility | 134.00% | ||
Related Party Notes Payable One [Member] | Maximum [Member] | |||
Note payable due date | Mar. 30, 2020 | ||
Exercise price | $ 0.0046 | ||
Risk free interest rate | 2.40% | ||
Expected life | 5 years | ||
Volatility | 135.00% | ||
Related Party Notes Payable One [Member] | Warrant [Member] | |||
Default interest rate | 10.00% | ||
Interest expense | $ 37,138 | $ 33,138 | |
Convertible Notes Payable | $ 280,119 | 271,144 | |
Interest rate | 7.00% | ||
Fair value of warrants granted | $ 38,998 | 29,701 | |
Unamortized Discount | $ 8,656 | $ 8,074 | |
Number of detached free-standing warrants outstanding | 15,103,261 | 23,953,003 | |
Principal payable | $ 270,369 | ||
Dividend yield | 0.00% |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
DERIVATIVE LIABILITY | |
Derivative liability, Balance at December 31, 2018 | |
Fair value of derivatives issued | 64,800 |
Fair market value adjustments | (4,150) |
Balance at September 30, 2019 | $ 60,650 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum [Member] | ||
Expected life | 2 years | |
Maximum [Member] | ||
Expected life | 7 years 2 months 1 day | |
Convertible promissory note agreement [Member] | ||
Fair market value gain | $ 4,150 | $ 4,150 |
Beneficial conversion feature recorded as discount | 64,800 | |
Fair value of embeded derivative liability | $ 60,650 | |
Convertible promissory note agreement [Member] | Minimum [Member] | ||
Expected volatility rate | 190.00% | |
Risk-free interest rate | 1.55% | |
Expected life | 6 months | |
Convertible promissory note agreement [Member] | Maximum [Member] | ||
Expected volatility rate | 270.00% | |
Risk-free interest rate | 1.66% | |
Expected life | 1 year | |
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. | |
Convertible promissory note agreement [Member] | May 3, 2019 [Member] | ||
Fair value of embeded derivative liability | $ 28,100 | |
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. | |
Convertible promissory note agreement [Member] | October 26, 2019 [Member] | ||
Fair value of embeded derivative liability | $ 8,700 | |
Amount borrowed under debt instrument from unrelated party | $ 10,000 | |
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. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax benefit attributable to: | ||
Net loss | $ (1,252,157) | $ (558,965) |
Federal Income Tax [Member] | ||
Income tax benefit attributable to: | ||
Net loss | (1,249,032) | (558,965) |
Permanent differences | 313,778 | 42,506 |
Valuation allowance | 935,254 | 516,459 |
Net provision for income tax |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset attributable to: | ||
Net operating loss carry forward | $ 9,634,000 | $ 8,713,000 |
State [Member] | ||
Deferred tax asset attributable to: | ||
Net operating loss carry forward | 482,000 | 436,000 |
Valuation allowance | (482,000) | (436,000) |
Net deferred tax asset | ||
Federal [Member] | ||
Deferred tax asset attributable to: | ||
Net operating loss carry forward | 1,832,000 | 1,244,000 |
Valuation allowance | (1,832,000) | (1,244,000) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Carryforward expiration year | 2039 | |
Deferred tax asset | $ 1,832,000 | $ 1,680,000 |
Rate of net operating losses offset by valuation allowance | 100.00% | 100.00% |
Change in the valuation allowance | $ 187,000 | $ 72,000 |
Net operating loss carry forward | $ 9,634,000 | $ 8,713,000 |
Federal tax rate | 15.00% | 15.00% |
State tax rate | 5.00% | 5.00% |
STOCK WARRANTS AND STOCK OPTI_3
STOCK WARRANTS AND STOCK OPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Dividend yield | 0.00% | 0.00% |
Life of warrants | 5 years | |
Stock Options [Member] | Minimum [Member] | ||
Exercise Price | $ 0.0040 | $ 0.0042 |
Risk-free interest rate | 1.69% | 2.65% |
Volatility | 134.00% | 141.00% |
Stock Options [Member] | Maximum [Member] | ||
Exercise Price | $ 0.03125 | $ 0.0043 |
Risk-free interest rate | 2.40% | 2.68% |
Volatility | 167.00% | 144.00% |
STOCK WARRANTS AND STOCK OPTI_4
STOCK WARRANTS AND STOCK OPTIONS (Details 1) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding at beginning of period | 24,003,003 | 16,120,611 |
Warrants Granted | 30,485,423 | 7,882,392 |
Warrants Exercised | (34,535,165) | |
Warrants Expired | (50,000) | |
Outstanding at ending of periods | 19,903,261 | 24,003,003 |
Exercisable at end of period | 19,903,261 | 24,003,003 |
Exercise Price Per Share | ||
Warrants Expired | $ 0.019 | |
Minimum [Member] | ||
Exercise Price Per Share | ||
Outstanding at beginning of period | 0.0042 | 0.0042 |
Warrants Granted | 0.0018664652 | 0.0042 |
Warrants Exercised | 0.0043 | |
Outstanding at end of period | 0.0040 | 0.0042 |
Exercisable at end of period | 0.0040 | 0.0042 |
Maximum [Member] | ||
Exercise Price Per Share | ||
Outstanding at beginning of period | 0.0190 | 0.0190 |
Warrants Granted | 0.0062 | 0.0043 |
Warrants Exercised | 0.0045 | |
Outstanding at end of period | 0.03125 | 0.0190 |
Exercisable at end of period | $ 0.03125 | $ 0.0190 |
Weighted Average Remaining Contractual Life | ||
Weighted Average Remaining Contractual Life , Beginning balance | 3 years 5 months 12 days | 4 years 21 days |
Weighted Average Remaining Contractual Life, Warrants granted | 3 years 11 months 19 days | 4 years 2 months 30 days |
Weighted Average Remaining Contractual Life, Warrants exercised | ||
Weighted Average Remaining Contractual Life, Exercisable | 3 years 11 months 19 days | 3 years 5 months 12 days |
Weighted Average Remaining Contractual Life, Warrants expired | ||
Weighted Average Remaining Contractual Life, Ending balance | 3 years 11 months 19 days | 3 years 5 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 | 0.0086 | 0.0042 |
Weighted Average Exercise Price Per Share, Warrants exercised | 0.0044 | |
Weighted Average Exercise Price Per Share, Warrants expired | 0.0190 | |
Weighted Average Exercise Price Per Share, Ending balance | 0.0108 | 0.0058 |
Weighted Average Exercise Price Per Share, Exercisable Ending balance | $ 0.0108 | $ 0.0057 |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Beginning balance | ||
Aggregate Intrinsic Value, Warrants granted | 2,022,912 | |
Aggregate Intrinsic Value, Warrants exercised | ||
Aggregate Intrinsic Value, Warrants expired | ||
Aggregate Intrinsic Value, Ending balance | 1,276,870 | |
Aggregate Intrinsic Value, exercisable beginning balance | ||
Aggregate Intrinsic Value, exercisable ending balance | $ 1,276,870 |
STOCK WARRANTS AND STOCK OPTI_5
STOCK WARRANTS AND STOCK OPTIONS (Details 2) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding at beginning of period | 1,775,000 | 2,225,000 |
Option Granted | 79,200,000 | |
Options Exercised | (450,000) | |
Options Cancelled | (1,500,000) | |
Options Expired | (275,000) | |
Outstanding at ending of period | 79,200,000 | 1,775,000 |
Exercise Price Per Shares option granted | ||
Exercise Price Per Shares options cancelled | 0.0045 | 0 |
Exercise Price Per Shares options exercised | 0 | 0.01 |
Exercise Price Per Shares options expired | ||
Exercisable ending balance | 17,955,286 | 1,775,000 |
Weighted Average Remaining Contractual Lifes beginning balance | 2 years 3 months 25 days | 3 years |
Weighted Average Remaining Contractual Lifes options granted | 9 years | |
Weighted Average Remaining Contractual Lifes options exercised | ||
Weighted Average Remaining Contractual Lifes options cancelled | ||
Weighted Average Remaining Contractual Lifes options expired | 9 years | |
Weighted Average Remaining Contractual Lifes ending balance | 9 years | 2 years 3 months 25 days |
Weighted Average Remaining Contractual Lifes exercisable ending balance | 9 years | 2 years 3 months 25 days |
Weighted Average Exercise Price Per Shares beginning balance | $ 0.0083 | $ 0.0204 |
Weighted Average Exercise Price Per Shares options granted | 0.0089 | |
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 | 0.0291 | |
Weighted Average Exercise Price Per Shares ending balance | 0.0089 | 0.0083 |
Weighted Average Exercise Price Per Shares exercisable ending balance | $ 0.0136 | $ 0.0083 |
Aggregate Intrinsic Value beginning balance | ||
Aggregate Intrinsic Value options granted | 5,238,080 | |
Aggregate Intrinsic Value options exercised | ||
Aggregate Intrinsic Value options cancelled | ||
Aggregate Intrinsic Value options expired | ||
Aggregate Intrinsic Value ending balance | 5,238,080 | |
Aggregate Intrinsic Value exercisable ending balance | $ 807,801 | |
Minimum [Member] | ||
Exercise price beginning balance | $ 0.0045 | $ 0.0045 |
Exercise Price Per Shares option granted | 0.00792 | |
Exercise Price Per Shares options expired | 0.007 | |
Exercise Price Per Shares ending balance | 0.00792 | 0.0045 |
Exercise Price Per Shares exercisable ending balance | 0.00792 | 0.0045 |
Maximum [Member] | ||
Exercise price beginning balance | 0.25 | 0.25 |
Exercise Price Per Shares option granted | 0.03125 | |
Exercise Price Per Shares options expired | 0.25 | |
Exercise Price Per Shares ending balance | 0.03125 | 0.25 |
Exercise Price Per Shares exercisable ending balance | $ 0.03125 | $ 0.25 |
STOCK WARRANTS AND STOCK OPTI_6
STOCK WARRANTS AND STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 27, 2019 | Oct. 25, 2019 | Oct. 24, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2012 | Dec. 12, 2019 | Dec. 31, 2017 | |
Stock subscriptions payable | $ 79,624 | $ 1,271 | ||||||
Stock subscriptions payable, convertible amount, shares | 2,962,688 | 243,273 | ||||||
Related party gain (loss) | $ 39,992 | $ 20,624 | ||||||
Account payable | $ 213,880 | $ 191,714 | ||||||
Non Employee Stock Warrants [Member] | ||||||||
Number of warrants outstanding | 19,903,261 | 24,003,003 | ||||||
Granted | 30,485,423 | 7,882,392 | ||||||
Fair value of detached free-standing stock warrants granted | $ 159,961 | $ 29,701 | ||||||
Gary Graham [Member] | ||||||||
common stock acquire | $ 800,000 | |||||||
Expected lives | 5 years | |||||||
Exercise price per share | $ 0.00792 | |||||||
First Capital Ventures "FCV" [Member] | 8% Series A-1 Convertible Preferred Stock Investment agreement [Member] | ||||||||
Number of warrants outstanding | 4,800,000 | 0 | ||||||
Convertible preferred stock shares sold | 1,000,000 | |||||||
Sale of stock price per share | $ 1 | |||||||
Common stock shares issuable upon exercise of warrants to SPV | 4,800,000 | |||||||
Exercise price of warrants | $ 0.03125 | |||||||
Michael A. Lanphere [Member] | ||||||||
Number of warrants outstanding | 15,103,261 | 10,818,583 | ||||||
Michael A. Lanphere [Member] | Non employee stock options [Member] | ||||||||
Expected lives | 5 years | |||||||
Loan agreement description | The number of shares to be issued to Mr. Lanphere as a Stock Fee under each Agreement was an estimate and varied based on the loan amount and the price of our common stock on the day of the loan and was calculated by this formula: sixty percent (60%) of the loan amount divided by the Company’s stock price on the day of the loan, but at a price per share no higher than two and one-half cents ($0.025). | |||||||
David Gandini [Member] | ||||||||
common stock acquire | $ 35,200,000 | |||||||
Expected lives | 10 years | |||||||
Exercise price per share | $ 0.00792 | |||||||
Option vesting terms | (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. | |||||||
Installments period description | Stock options to vest in 36 equal monthly installments of 666,666 shares during the three-year term of the employment agreement. | |||||||
Option Vested | 8,000,000 | 7,999,732 | ||||||
Kevin Moore [Member] | ||||||||
common stock acquire | $ 35,200,000 | |||||||
Expected lives | 3 years | |||||||
Exercise price per share | $ 0.00792 | |||||||
Installments period description | Stock options to vest in 36 equal monthly installments of 977,777 shares during the three-year term of the employment agreement. | |||||||
Option Vested | 1,955,555 | |||||||
Nick Noceti [Member] | ||||||||
common stock acquire | $ 800,000 | |||||||
Expected lives | 5 years | |||||||
Exercise price per share | $ 0.00792 | |||||||
Charles Bennington [Member] | ||||||||
common stock acquire | $ 800,000 | |||||||
Expected lives | 5 years | |||||||
Exercise price per share | $ 0.00792 | |||||||
2019 Equity Incentive Plan [Member] | ||||||||
common stock acquire | $ 76,000,000 | |||||||
Exercise price per share | $ 0.00792 | |||||||
Common stock authorized shares | 128,000,000 | |||||||
Stock option vested shares | 14,755,287 | |||||||
Stock option non-vested shares | 61,244,713 | |||||||
Stock Options [Member] | ||||||||
Description for outstanding stock options | These 250,000 outstanding executive stock options expired in October 2019. | |||||||
Account payable | ||||||||
Number of warrants outstanding | ||||||||
common stock acquire | $ 3,200,000 | $ 6,400,000 | ||||||
Granted | 79,200,000 | |||||||
Stock options outstanding | 1,775,000 | 2,225,000 | ||||||
Expected lives | 5 years | 2 years | ||||||
Options Exercised | 76,000,000 | 250,000 | ||||||
weighted average remaining contractual life | 9 years | |||||||
Exercise price per share | $ 0.03125 | $ 0.00792 | $ 0.00792 | $ 0.007 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 23, 2019 | Feb. 25, 2019 | Apr. 30, 2018 | Apr. 18, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 28, 2019 | |
Proceeds from issuances of common stock - non-related parties | $ 39,000 | |||||||
Common stock, shares issued | 214,626,540 | 109,409,930 | ||||||
Series A Convertible Preferred Stock | ||||||||
Gain on extinguishment of debt | $ 39,992 | |||||||
Research And Development [Member] | ||||||||
Note payable conversion price per share | $ 0.0043 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 25,800 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,000,000 | |||||||
Stock Options [Member] | ||||||||
Note payable conversion price per share | $ 0.01 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 4,500 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 450,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Series A Convertible Preferred Stock | ||||||||
Related Party [Member] | ||||||||
Note payable conversion price per share | $ 0.0043 | $ 0.09 | ||||||
Number of stock warrants settled | 13,134,420 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 56,478 | $ 8,204 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 13,134,420 | 91,148 | ||||||
Gain on extinguishment of debt | $ 7,776 | |||||||
Related Party [Member] | Series A Preferred Stock One [Member] | ||||||||
Common stock, shares issued | 8,679,320 | |||||||
Common stock issued price per share | $ 0.0043 | |||||||
Series A Convertible Preferred Stock | 867,932 | |||||||
Additional Paid-in capital - gain on related party preferred stock conversion | $ 1,329,561 | |||||||
Related Party [Member] | Series A Preferred Stock [Member] | ||||||||
Common stock, shares issued | 5,206,430 | |||||||
Common stock issued price per share | $ 0.0043 | |||||||
Series A Convertible Preferred Stock | 520,643 | |||||||
Executive Compensation [Member] | ||||||||
Note payable conversion price per share | $ 0.0043 | $ 0.01 | ||||||
Additional Paid-in capital - gain on related party preferred stock conversion | $ 535,500 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 595,000 | $ 7,500 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 14,000,000 | 750,000 | ||||||
Consulting Services [Member] | ||||||||
Note payable conversion price per share | $ 0.01 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 500 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 50,000 | |||||||
Non-Related Party Notes Payable [Member] | ||||||||
Proceeds from issuances of common stock - non-related parties | $ 39,000 | |||||||
Common stock issued to settle non related party debt, Shares | 35,454,547 | |||||||
Related Party Notes Payable One [Member] | ||||||||
Purchase price of shares | $ 96,303 | |||||||
Note payable conversion price per share | $ 0.0045 | |||||||
Common stock, shares issued | 21,400,745 | |||||||
Number of stock warrants settled | 21,400,745 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narratve) - USD ($) | Dec. 09, 2019 | Aug. 08, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 12, 2019 | Aug. 23, 2019 | Mar. 08, 2017 | Nov. 20, 2015 |
Preferred stock, shares issued | 25,000,000 | |||||||
Preferred stock, shares authorized | 22,000,000 | 22,000,000 | ||||||
Common stock, shares issued | 214,626,540 | 109,409,930 | ||||||
Series A Convertible Preferred Stock | ||||||||
Exercise price | $ 112,871 | |||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||
First Capital Ventures [Member] | ||||||||
Issuane of warrants upon purchase of common stock, shares | 4,800,000 | |||||||
Issuane of warrants upon purchase of common stock, amount | $ 122,889 | |||||||
Exercise price | $ 0.03125 | |||||||
Share Exchange Agreement (the "Justus SEA") [Member] | ||||||||
Common stock, shares issued | 8,679,320 | |||||||
Series A Convertible Preferred Stock | 867,932 | |||||||
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. | |||||||
Share Exchange Agreement (the "Lanphere SEA") [Member] | ||||||||
Common stock, shares issued | 5,206,430 | |||||||
Series A Convertible Preferred Stock | 520,643 | |||||||
Common stock issued price per share | $ 0.10 | |||||||
Series A-1 Convertible Preferred stock [Member] | ||||||||
Preferred stock, shares issued | ||||||||
Purchase price from SPV, shares | 1,000,000 | |||||||
Purchase price from SPV, amount | $ 1,000,000 | |||||||
Purchase price from SPV, percentage | 52.00% | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Series A Convertible Preferred Stock | ||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||
Series A-1 Convertible Preferred stock [Member] | Series A-1 Preferred Stock Purchase Agreement [Member] | SOBR SAFE, LLC [Member] | SOBR's Director company [Member] | ||||||||
Right of dividend | 8.00% | |||||||
Preferred stock, shares authorized | 2,000,000 | |||||||
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 | |||||||
Preferences and rights of preferred stock | (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 the Company’s common stock at $1 per share (not to be affected by any reverse stock split in connection with the IDTEC APA), (d) redemption rights such that we have 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. | |||||||
Preferred stock reserve for related party, shares | 1,000,000 | |||||||
Preferred stock reserve for related party, amount | $ 1,000,000 | |||||||
Convertible Preferred Stock [Member] | Investment Agreement [Member] | ||||||||
Agreement term | The Company agreed to pay $26,196 in 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. The Company granted FCV and its assigns, the exclusive right to purchase the 8% Series A-1 Convertible Preferred Stock | |||||||
Legal and other expenses | $ 26,196 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 3,000,000 | |||||||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 | ||||||
Conversion of shares, 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 shares of Series A Convertible Preferred stock vote on an “as converted” basis. The right of conversion is limited by the fact the holder of the Series A Convertible Preferred stock may not convert if such conversion would cause the holder to beneficially own more than 4.9% of the Company’s common stock after giving effect to such conversion. | |||||||
Series A Convertible Preferred Stock | ||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.000001 | |||||
Dividend | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 06, 2006 | |
Operating lease rent expense | $ 52,420 | $ 52,420 | |
Operating lease expiry year | June 2019 | ||
Orange County Valet and Security Patrol, Inc [Member] | |||
Penalty for breach of contract | $ 11,164 | ||
Accounts payable | $ 28,786 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - USD ($) | Mar. 09, 2020 | Jan. 03, 2020 | Mar. 23, 2020 | Jan. 16, 2020 | Aug. 23, 2019 | Apr. 30, 2018 | Apr. 18, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 07, 2020 | Apr. 06, 2020 | Apr. 01, 2020 | Mar. 21, 2020 | Mar. 15, 2020 | Mar. 02, 2020 | Jan. 29, 2020 | Jan. 22, 2020 |
Common stock, shares issued | 214,626,540 | 109,409,930 | ||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Debt conversion amount | $ 56,478 | $ 8,204 | ||||||||||||||||
Stock Options [Member] | ||||||||||||||||||
Debt conversion amount | $ 4,500 | |||||||||||||||||
Exercise Price Per Shares options exercised | $ 0 | $ 0.01 | ||||||||||||||||
Stock Options [Member] | Maximum [Member] | ||||||||||||||||||
Exercise Price Per Shares exercisable ending balance | 0.00792 | 0.0045 | ||||||||||||||||
Exercise price beginning balance | $ 0.25 | $ 0.25 | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Amendment to Certificate of Incorporation, Dscription | To approve an amendment to the Companys Certificate of Incorporation to: (a) change the Company’s name to SOBR SAFE, Inc., (b) decrease the Companys authorized common stock from 800,000,000 shares, par value $0.00001 to 100,000,000 shares, par value $0.00001, and (c) effect a reverse stock split of the Companys outstanding common stock at a ratio between 1-for-32 and 1-for-35 (with the exact ratio to be determined by the directors in their sole discretion without further approval by the shareholders). | |||||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | ||||||||||||||||||
Amendment to asset purchase agreement, dsecription | The parties further acknowledged that IDTEC, Gary Graham, First Capital Holdings, LLC and First Capital Ventures, LLC have voluntarily committed personnel and funds to the Company (Buyer) to assist with (i) ongoing operating expenses and pay for further engineering and development work on Buyer’s products and prototypes, (ii) protect, maintain and develop the Buyer’s products and intellectual property, (iii) hire, pay and retain the proposed management team, third party consultants and advisors for the Buyer following the consummation of the sale contemplated in the APA and, (iv) take such further actions as are necessary to more quickly expand the Buyer’s business subsequent to the sale of the purchased assets. The parties acknowledged that the amount voluntarily advanced by IDTEC is USD $1,416,076 as of February 20, 2020 (and will be a greater amount by the date the APA closes or is terminated). The parties agreed that that the $1,416,076 of funds were advanced voluntarily and are not the obligation of the Company and the Company has no obligation to repay these funds in the event the transaction contemplated by the APA does not close. In the event the transaction does close, then on the Closing Date, the Company shall issue promissory notes for the aggregate amounts incurred, paid or advanced. | |||||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement One [Member] | ||||||||||||||||||
Amendment to asset purchase agreement, dsecription | The parties further acknowledged that an affiliate of IDTEC purchased TransBiotec’s Series A-1 Convertible Preferred Stock in a separate transaction. TransBiotec previously agreed that it would, if requested in writing after the funding from the purchase of the TransBiotec Series A-1 Convertible Preferred Stock, pay up to USD $200,000 to IDTEC or its affiliates for the development of the SOBR device. In connection with the closing of the sale of the TransBiotec Series A-1 Convertible Preferred Stock, IDTEC requested, and TransBiotec paid in December 2019, a total of USD $141,000 to its affiliate for the development of the SOBR device. | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Related Party [Member] | ||||||||||||||||||
Common stock, shares issued | 227,200 | 1,278,840 | 2,500,000 | 20,000 | 16,628,835 | |||||||||||||
Common stock issued price per share | $ 0.0425 | $ 0.10 | $ 0.0175 | $ 0.045 | $ 0.0274608 | |||||||||||||
Common stock issued to settle various promissory notes | $ 456,641 | |||||||||||||||||
Common stock issued to settle related party accounts payable | $ 9,656 | $ 127,840 | $ 43,753 | $ 900 | ||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreement [Member] | Non Related Party [Member] | ||||||||||||||||||
Common stock, shares issued | 19,500 | 325,000 | 238,143 | |||||||||||||||
Common stock issued price per share | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||
Common stock issued to settle accounts payable | $ 23,814 | |||||||||||||||||
Common stock issued to settle notes payable | $ 1,950 | $ 32,500 | ||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreements [Member] | Five Non-Affiliate Investors [Member] | ||||||||||||||||||
Common stock, shares issued | 4,605,847 | |||||||||||||||||
Debt conversion amount | $ 460,585 | |||||||||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||||||||
Subsequent Event [Member] | Common Stock Purchase Agreements [Member] | Two Non-Related Parties [Member] | ||||||||||||||||||
Common stock, shares issued | 1,274,636 | |||||||||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||||||||
Common stock issued to settle accounts payable | $ 127,464 | |||||||||||||||||
Subsequent Event [Member] | Michael Lanphere [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Common stock, shares issued | 2,102,854 | |||||||||||||||||
Debt conversion amount | $ 210,285 | |||||||||||||||||
Common stock issued price per share | $ 0.10 | |||||||||||||||||
Subsequent Event [Member] | Lanphere [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Common stock, shares issued | 6,000,000 | |||||||||||||||||
Debt conversion amount | $ 24,000 | |||||||||||||||||
Common stock issued price per share | $ 0.004 | |||||||||||||||||
Subsequent Event [Member] | Lanphere One [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Common stock, shares issued | 9,103,261 | |||||||||||||||||
Debt conversion amount | $ 41,875 | |||||||||||||||||
Common stock issued price per share | $ 0.0046 | |||||||||||||||||
Subsequent Event [Member] | Lanphere Two [Member] | Common Stock Purchase Agreement [Member] | ||||||||||||||||||
Common stock, shares issued | 7,147,001 | |||||||||||||||||
Debt conversion amount | $ 714,701 | |||||||||||||||||
Common stock issued price per share | $ 0.10 |