UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _____________ to _____________
Commission file number 0-192227
2050 MOTORS, INC.
(Exact name of small business issuer as specified in its charter)
California | 95-4040591 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
3420 Bunkerhill Drive, North Las Vegas, Nevada 89032
(Address of principal executive offices) (Zip Code)
(702)-591-6029
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Common Stock, no par value
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2017 was $1,455,763.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
(Do not check if a smaller reporting company) | Emerging growth company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
As of April 16, 2017, there were 82,813,975 shares of Common Stock, no par value, outstanding.
Documents Incorporated By Reference. None
EXPLANATORY NOTE
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) amends and restates certain items noted below in the Annual Report on Form 10-K of 2050 Motors, Inc. (the “Company”) for the fiscal year ended December 31, 2017, as originally filed with the Securities and Exchange Commission on April 18, 2018 (the “Original Filing”). This Form 10-K/A amends the Original Filing to reflect the correction of errors in the previously reported fiscal year 2017 financial statements. In accordance with these changes, we have corrected the amount of working capital in the Equity and Capital Resources sub- section under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”. This Form 10-K/A also amends Item 14 by inserting the Audit Fees for 2017.
In addition, in accordance with Regulation S-T, we are including the Interactive Data Files as Exhibit 101 which we have listed under the heading PART IV, ITEM 15. EXHIBITS and which shall be deemed “furnished” and not “filed.”
Furthermore, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).
Except as described above, no other changes have been made to the Original Filing. This Form 10-K/A speaks as of the date of the Original Filing and does not reflect events that may have occurred after the date of the Original Filing, or modify or update any disclosures that may have been affected by subsequent events.
Costs and Resources
The Company is currently pursuing additional funding resources that will enable it to maintain its current and planned operations through the next 12 months. The Company anticipates, however, that it will need to raise additional capital in order to sustain and grow its operations over the next few years.
To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will provide any portion of the Company’s future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.
Results of Operation for the years ended December 31, 2017 and 2016
During the years ended December 31, 2017 and 2016, the Company had no operating revenues. During the year ended December 31, 2017, the Company incurred operating expenses of $298,974 consisting primarily of R&D expenses, consulting fees and travel expenses and other general and administrative costs of 2050 Motors. During the year ended December 31, 2016, the Company incurred operating expenses of $775,656. These operating expenses combined with a lack of operating revenues resulted in net losses of $(1,250,333) and $(1,033,117) for the periods ended December 31, 2017 and 2016, respectively. As of December 31, 2017, the Company had stockholders’ deficit of $(1,350,452) compared to a stockholders’ deficit of $(382,189) as of December 31, 2016. The decrease in stockholders’ deficit was due to the net loss of $(1,250,333) for 2017; the additional issuance of $213,669 of common stock, comprised of $2,250 for cash, $200,580 for reduction of debt and $10,839 for services; the additional paid-in-capital of $53,400; and for common stock issuable of $15,000.
Equity and Capital Resources
We have incurred losses since inception of our business and, as of December 31, 2017, we had an accumulated deficit of $4,059,248. As of December 31, 2017, we had cash of $499 and a negative working capital of $1,477,483.
To date, we have funded our operations through short-term debt and equity financing. During the year ended December 31, 2017 the Company received $269,381 of borrowed funds, comprised of $28,200 from related parties and $241,181 from non-related parties. In addition, during the year ended December 31, 2017, the Company issued the following common stock: 36,885 shares for cash proceeds, 10,497,334 shares for reduction and settlement of debt, 177,694 shares for services.
We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our automobile business. However, we do not expect to start generating revenues from our operations for another 12 months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse affect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Report we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may not be available in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.
Delinquent Loans
The Company is delinquent in its payments on loans owing to five different lenders in the aggregate amount of $160,350. The Company is in discussions with all such lenders to extend the maturity dates or to convert all or part into the company’s common stock. There is no assurance that these discussions will result in amicable settlements. Any legal action by any one of the lenders could have a material adverse effect on the Company and it ability to continue operations.
Off-balance Sheet Arrangements
Since our inception through December 31, 2016, we have not engaged in any off-balance sheet arrangements.
Recent Accounting Pronouncements
We have adopted all applicable recently issued accounting pronouncements. The adoption of the accounting pronouncements did not have a material effect on our operations.
1 |
2050 Motors, Inc.
As of | As of | |||||||
December 31, 2017 | December 31, 2016 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash | $ | 499 | $ | 11,766 | ||||
Other prepaid expenses | - | 20,000 | ||||||
Total current assets | 499 | 31,766 | ||||||
Property and equipment, net | 31,676 | 64,950 | ||||||
Other assets: | ||||||||
Vehicle deposits | 24,405 | 24,405 | ||||||
Other deposits | 2,200 | 2,200 | ||||||
Deferred equity offering costs, net | 18,750 | 56,250 | ||||||
License | 50,000 | 50,000 | ||||||
Total other assets | 95,355 | 132,855 | ||||||
Total assets | $ | 127,530 | $ | 229,571 | ||||
Liabilities and stockholders’ deficit | ||||||||
Liabilities | ||||||||
Accounts payable | $ | 42,817 | $ | 38,629 | ||||
Tax payable | 3,664 | - | ||||||
Accrued interest on loans payable | 60,087 | 27,751 | ||||||
Accounts payable due to related parties | - | 7,750 | ||||||
Loans payable due to related parties, net | 44,600 | 36,050 | ||||||
Loans payable due to non-related parties, net | 233,328 | 129,861 | ||||||
Revolving line of credit from related party | 63,354 | 101,400 | ||||||
Deferred rent | - | 244 | ||||||
Derivative liability | 1,030,132 | 270,075 | ||||||
Total current liabilities | 1,477,982 | 611,760 | ||||||
Stockholders’ deficit | ||||||||
Common stock; no par value Authorized: 300,000,000 shares at December 31, 2017, and 100,000,000 shares at December 31, 2016 Issued and outstanding: 47,860,512 at December 31, 2017 and 37,148,599 at December 31, 2016 | 2,474,146 | 2,260,476 | ||||||
Preferred stock; no par value Authorized: 10,000,000 shares at December 31, 2017, and 0 shares at December 31, 2016 Issued and outstanding: 0 shares at December 31, 2017, and December 31, 2016 | - | - | ||||||
Additional paid-in-capital | 94,650 | 41,250 | ||||||
Accumulated deficit | (4,059,248 | ) | (2,808,915 | ) | ||||
Common stock issuable | 140,000 | 125,000 | ||||||
Total stockholders’ deficit | (1,350,452 | ) | (382,189 | ) | ||||
Total liabilities and stockholders’ deficit | $ | 127,530 | $ | 229,571 |
The accompanying notes are an integral part of these financial statements
2 |
2050 Motors, Inc.
Year Ended | Year Ended | |||||||
December 31 2017 | December 31 2016 | |||||||
Operating revenue | $ | - | $ | - | ||||
Operating expenses: | ||||||||
Research and development costs | 28,400 | 66,126 | ||||||
General & administrative | 270,574 | 709,530 | ||||||
Total operating expenses | 298,974 | 775,656 | ||||||
Net loss from operations | (298,974 | ) | (775,656 | ) | ||||
Interest expense | (908,501 | ) | (230,962 | ) | ||||
Gain on sale of equiment | - | 1,126 | ||||||
Derivative liability gain/(loss) | (42,058 | ) | (27,625 | ) | ||||
Loss before income taxes | (1,249,533 | ) | (1,033,117 | ) | ||||
Provision for income taxes | (800 | ) | - | |||||
Net loss | $ | (1,250,333 | ) | $ | (1,033,117 | ) | ||
Net loss per share, basic and diluted | $ | (0.03 | ) | $ | (0.03 | ) | ||
Weighted average common equivalent shares outstanding, basic and diluted | 39,431,012 | 34,687,943 |
The accompanying notes are an integral part of these financial statements
3 |
2050 Motors, Inc.
Statements of Stockholders’ Deficit
Common Stock | Common | Additional | Total | |||||||||||||||||||||
Number | No | stock | paid-in | Accumulated | stockholders’ | |||||||||||||||||||
of shares | par value | issuable | capital | deficit | equity | |||||||||||||||||||
Balance, December 31, 2015 | 33,748,599 | $ | 1,993,996 | $ | - | $ | - | $ | (1,775,798 | ) | $ | 218,198 | ||||||||||||
Equity offering costs | - | - | - | (18,750 | ) | - | (18,750 | ) | ||||||||||||||||
Capitalization of unpaid officer salary | - | - | - | 44,000 | - | 44,000 | ||||||||||||||||||
Warrants and options attached to convertible debt | - | - | - | 16,000 | - | 16,000 | ||||||||||||||||||
Shares issued for cash | 200,000 | 10,000 | - | - | - | 10,000 | ||||||||||||||||||
Shares issued for services | 3,200,000 | 256,480 | 125,000 | - | - | 381,480 | ||||||||||||||||||
Net loss | - | - | - | - | (1,033,117 | ) | (1,033,117 | ) | ||||||||||||||||
Balance, December 31, 2016 | 37,148,599 | $ | 2,260,476 | $ | 125,000 | $ | 41,250 | $ | (2,808,915 | ) | $ | (382,189 | ) | |||||||||||
Equity offering costs | - | - | - | (37,500 | ) | - | (37,500 | ) | ||||||||||||||||
Capitalization of unpaid officer salary | - | - | - | 48,000 | - | 48,000 | ||||||||||||||||||
Warrants and options attached to convertible debt | - | - | - | 42,900 | - | 42,900 | ||||||||||||||||||
Shares issued for cash | 36,885 | 2,250 | 15,000 | - | - | 17,250 | ||||||||||||||||||
Shares issued for reduction of debt | 10,497,334 | 200,580 | - | - | - | 200,580 | ||||||||||||||||||
Shares issued for services | 177,694 | 10,840 | - | - | - | 10,840 | ||||||||||||||||||
Net loss | - | - | - | - | (1,250,333 | ) | (1,250,333 | ) | ||||||||||||||||
Balance, December 31, 2017 | 47,860,512 | $ | 2,474,146 | $ | 140,000 | $ | 94,650 | $ | (4,059,248 | ) | $ | (1,350,452 | ) |
The accompanying notes are an integral part of these financial statements
4 |
2050 Motors, Inc.
Year Ended | Year Ended | |||||||
December 31, 2017 | December 31, 2016 | |||||||
Cash flows provided by (used for) operating activities: | ||||||||
Net loss | $ | (1,250,333 | ) | $ | (1,033,117 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||||||||
Depreciation | 33,274 | 39,258 | ||||||
Amortization of prepaid expenses from stock for services transactions | - | 156,480 | ||||||
Amortization of debt discount | 302,567 | 18,750 | ||||||
Amortization of deferred finance costs | 58,239 | 2,141 | ||||||
Capitalization of unpaid officer salaries | 48,000 | 44,000 | ||||||
Issuance of common stock for services | 10,840 | 225,000 | ||||||
Gain on sale of property | - | (1,126 | ) | |||||
Reduction of interest expense from debt | - | (55,500 | ) | |||||
Derivative liability adjustment | 42,058 | 27,265 | ||||||
Interest expense from initial derivative liability | 447,343 | 242,810 | ||||||
Changes in assets and liabilities: | ||||||||
Increase (decrease) in assets and liabilities: | ||||||||
Prepaid rent | - | - | ||||||
Other prepaid expenses | 20,000 | 5,000 | ||||||
Deposits | - | 5,200 | ||||||
Accounts payable | 4,188 | 35,114 | ||||||
Income tax payable | 3,664 | |||||||
Accrued interest on loans payable | 46,756 | 22,771 | ||||||
Related party payable | - | 7,750 | ||||||
Deferred expenses | (244 | ) | (734 | ) | ||||
Net cash used for operating activities | (233,648 | ) | (258,938 | ) | ||||
Cash flows provided (used) for investing activities: | ||||||||
Sale of property and equipment | - | 2,300 | ||||||
Net cash provided by (used for) investing activities | - | 2,300 | ||||||
Cash flows provided by (used for) by financing activities: | ||||||||
Proceeds from related party advances | 28,200 | |||||||
Payments made on related party advances | (36,050 | ) | (30,450 | ) | ||||
Proceeds from non-related loans | 241,181 | 105,470 | ||||||
Payments made on non-related loans | (28,200 | ) | - | |||||
Proceeds from revolving line of credit from related party | - | 102,550 | ||||||
Payments made on revolving line of credit from related party | - | (1,150 | ) | |||||
Proceeds from issuance of common stock | 17,250 | 10,000 | ||||||
Net cash provided by (used for) financing activities | 222,381 | 186,420 | ||||||
Net (decrease) in cash | (11,267 | ) | (70,218 | ) | ||||
Cash, beginning of year | 11,766 | 81,984 | ||||||
Cash, end of period | $ | 499 | $ | 11,766 | ||||
Supplemental disclosure of cash flow information - | ||||||||
Deferred equity issuance cost from non-cash transaction, net | $ | - | $ | 56,250 | ||||
Amortization of deferred finance cost from non-cash transaction | $ | 37,500 | $ | - | ||||
Common stock issued for debt | $ | 160,771 | $ | - | ||||
Debt discount from convertible loan | $ | 42,900 | $ | 16,000 | ||||
Interest paid | $ | 20,305 | $ | - |
The accompanying notes are an integral part of these financial statements
5 |
Note 12 – PROMISSORY NOTE AND EQUITY PURCHASE AGREEMENT
On June 24, 2016, the Company issued a $75,000 nonrefundable Promissory Note to an investor as a pre condition to an Equity Purchase Agreement. The promissory note bears 10% interest per annum with a one year maturity date. The note is recognized as a deferred finance charge and is being amortized over the contract period.
The Equity Purchase Agreement allows the Company to issue Put Notices and the right to sell up to $10,000,000 of its no par value common stock at 88% of its market value. The market value is based on a ten day valuation period immediately preceding the Put Notice. The right to sell the shares becomes an obligation to sell as of the closing date after the Put Notice has been issued to the investor. The investor at no time can own more than 9.99% of the Company’s common stock outstanding as of the closing date.
During the year ended December 31, 2017, the Company issued 1,500,000 shares (See Note 13) to the note holder to convert the outstanding principal balance of $75,000 and accrued interest of $6,574. As of December 31, 2017, the outstanding balance of the note was $0.
Note 13 – EQUITY
During the year ended December 31, 2016, the Company agreed to issue 3,200,000 shares for services at a price between $0.157 to $0.075, for a total of $256,480. Additionally, the Company agreed to issue 825,000 shares of common stock for marketing services at a per share price of $0.1497 for a total consideration of $125,000. As of December 31, 2017, these shares are yet to be issued and have been recorded as common stock issuable.
The Company also agreed to issue 200,000 shares of its common stock a $0.05 per share for $10,000 cash, during the year ended December 31, 2016. The shares were issued during the year ended December 31, 2017.
During the year ended December 31, 2016, the Company recorded $44,000 as capital contribution for the fair market value of services provided by the officer of the Company.
During the year ended December 31, 2016, the Company recorded $16,000 as additional paid in capital for the beneficial conversion feature on four convertible notes of $10,000 each. (See Note 8)
On June 24, 2016, the Company issued a $75,000 nonrefundable Promissory Note to an investor as a pre condition to an Equity Purchase Agreement. The promissory note bears 10% interest per annum with a one year maturity date. This note resulted in a $75,000 deferred equity issuance cost and is being amortized over the contract period. During the year ended December 31, 2017 and 2016, respectively, the Company recorded $37,500 and $18,750 in amortization of the deferred equity issuance costs for the Equity Purchase Agreement (See Note 13). During the year ended December 31, 2017, the Company issued 1,500,000 shares for the conversion of the promissory note along with interest accrued on the same of $6,574. The shares issued were recorded at the fair market value of $0.054 on the date of conversion notice.
During the year ended December 31, 2017, the Company increased the authorized share capital for common stock of the Company from 100 million to 300 million. During the year ended December 31, 2017, the Company increased the authorized share capital for preferred stock of the Company from 0 to 10 million.
6 |
Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Under such definition our three officers and directors would not be considered an independent director.
Item 14. Principal Accountant Fees and Services.
During 2016 and 2015, Farber Hass Hurley, LLP, the Company’s independent auditors, have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements of the Company for the period ended December 31, 2016, as contained in this Report, are estimated and included for the fiscal year ended December 31, 2016.
Year ended December 31, | ||||||||
2017 | 2016 | |||||||
Audit Fees | $ | 37,000 | $ | 36,000 | ||||
Audit-Related Fees | $ | -0- | $ | -0- | ||||
Tax Fees | $ | -0- | $ | -0- | ||||
All Other Fees | $ | -0- | $ | -0- |
Pre-Approval Policy
Our Board as a whole pre-approves all services provided by Farber Hass Hurley, LLP. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with the independence as our auditors.
7 |
PART IV
Item 15. Exhibits, Financial Statement Schedules
(b) Exhibits: The following materials from the Form 10-K, formatted in XBRL are furnished with this Amendment as Exhibit No. 101:
(i) | the Consolidated Statements of Operations; | |
(ii) | the Consolidated Balance Sheets; | |
(iii) | the Consolidated Statements of Comprehensive Income; | |
(iv) | the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); | |
(v) | the Consolidated Statements of Cash Flows; and | |
(vi) | Notes to Consolidated Financial Statements. |
These Interactive Data Files are not deemed filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are not deemed filed for purposes of section 18 of the Exchange Act and are not otherwise subject to liability under these sections.
8 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
2050 MOTORS, INC. | ||
By: | /s/ George Hedrick | |
George Hedrick | ||
Chief Executive Officer | ||
April 19, 2018 |
9 |
EXHIBIT 31.1
CERTIFICATION
I, George Hedrick, certify that:
1. | I have reviewed this report on Form 10-K/A of 2050 Motors, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ George Hedrick | |
George Hedrick | |
President (Principal Executive Officer) | |
April 19, 2018 |
EXHIBIT 31.2
CERTIFICATION
I, George Hedrick, certify that:
1. | I have reviewed this report on Form 10-K/A of 2050 Motors, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c. | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ George Hedrick | |
George Hedrick | |
Chief Financial Officer | |
April 19, 2018 |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the report of 2050 Motors, Inc. (the “Company”) on Form 10-K/A for the period ending December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ George Hedrick | |
George Hedrick | |
President (Principal Executive Officer) | |
April 19, 2018 | |
/s/ George Hedrick | |
George Hedrick | |
Chief Financial Officer | |
April 19, 2018 |
Document and Entity Information - USD ($) |
12 Months Ended | ||
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Dec. 31, 2017 |
Jun. 30, 2017 |
Apr. 16, 2017 |
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Document And Entity Information | |||
Entity Registrant Name | 2050 MOTORS, INC. | ||
Entity Central Index Key | 0000867028 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,455,763 | ||
Entity Common Stock, Shares Outstanding | 82,813,975 | ||
Trading Symbol | ETFM | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2017 |
Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Statement of Financial Position [Abstract] | ||
Common stock, par value | ||
Common stock, shares authorized | 300,000,000 | 100,000,000 |
Common stock, shares issued | 47,860,512 | 37,148,599 |
Common stock, shares outstanding | 47,860,512 | 37,148,599 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Statements of Operations - USD ($) |
12 Months Ended | |
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Dec. 31, 2017 |
Dec. 31, 2016 |
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Income Statement [Abstract] | ||
Operating revenue | ||
Operating expenses: | ||
Research and development costs | 28,400 | 66,126 |
General & administrative | 270,574 | 709,530 |
Total operating expenses | 298,974 | 775,656 |
Net loss from operations | (298,974) | (775,656) |
Interest expense | (908,501) | (230,962) |
Gain on sale of equiment | 1,126 | |
Derivative liability gain/(loss) | (42,058) | (27,625) |
Loss before income taxes | (1,249,533) | (1,033,117) |
Provision for income taxes | (800) | |
Net loss | $ (1,250,333) | $ (1,033,117) |
Net loss per share, basic and diluted | $ (0.03) | $ (0.03) |
Weighted average common equivalent shares outstanding, basic and diluted | 39,431,012 | 34,687,943 |
Basis of Presentation and Organization |
12 Months Ended |
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Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization |
Note 1 – BASIS OF PRESENTATION AND ORGANIZATION
2050 Motors, Inc., (the “Company”) was incorporated on October 9, 2012, in the state of Nevada to import, market, and sell electric cars manufactured in China. On October 25, 2012, 2050 Motors, Inc., entered into an agreement with Jiangsu Aoxin New Energy Automobile Co., Ltd., (“Aoxin”), located in Jiangsu, China, for the distribution in the United States of a new electric automobile, known as the e-Go EV. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the 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. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.
Cash
Cash consists of deposits in one large national bank. At December 31, 2017 and 2016, the Company had $499 and $11,766 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
Property, Plant & Equipment
Property, plant and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset; lease hold improvements are depreciated over the shorter of estimated useful life of the asset or over the lease term. The estimated useful lives of our property and equipment are generally as follows: tools and equipment, five years; vehicles and parts, three years; leasehold improvements, lesser of lease term or life of related asset; and furniture and fixtures, seven years.
As of December 31, 2017 and 2016, Property, plant and equipment consisted of the following:
Depreciation expense was $33,274 and $39,258 for the years ended December 31, 2017 and 2016, respectively.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:
Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
We have recorded the conversion option on few notes as a derivative liability as a result of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.
Assets and liabilities measured at fair value are as follows as of December 31, 2017:
Assets and liabilities measured at fair value are as follows as of December 31, 2016:
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
Earnings Per Share (EPS)
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the years ended December 31, 2017 and 2016, the Company incurred losses. Therefore, the effect of any common stock equivalents is anti- dilutive during those periods.
The following table sets for the computation of basic and diluted earnings per share for years ended December 31, 2017 and 2016:
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
Cost of Sales
Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product sampling.
Advertising and Marketing Costs
Costs incurred for producing and communicating advertising and marketing are expensed when incurred and included in selling general and administrative expenses. Advertising and marketing expense amounted to $0 and $172,841 for the years ended December 31, 2017 and 2016, respectively
Operating Overhead Expense
Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel.
Income Taxes
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
At December 31, 2017 and 2016, the Company had not taken any significant uncertain tax positions on its tax returns for period ended December 31, 2017 and prior years or in computing its tax provision for 2017. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed.
Concentration of Credit Risk
Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are in excess of federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. .
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
Recently Issued Accounting Pronouncements
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) “ASU 2014-09”. ASU 2014-09 was subsequently amended by ASU No. 2016-10 and 2016-12. As amended, Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments create a new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For a public entity, the amendments to ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new revenue standards are not expected to have a material impact on the amount and timing of revenue recognized in our financial statements.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Going Concern |
12 Months Ended |
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Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern |
Note 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $4,059,248 as of December 31, 2017. The Company also incurred net losses of $1,250,333 and $1,033,117 for the years ended December 31, 2017 and 2016, respectively and had negative working capital for the years ended December 31, 2017 and 2016. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties.
In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors. |
Vehicle Deposits |
12 Months Ended |
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Dec. 31, 2017 | |
Deposits [Abstract] | |
Vehicle Deposits |
Note 4 – VEHICLE DEPOSITS
Vehicle deposit of $24,405, as of December 31, 2017 and 2016, represents one prototype test model for delivery into the United States when the specifications are completed for an advanced crash test known in the Automobile Safety Industry as the “overlap crash test”. The estimated date set for this test is mid-2018. |
License Agreement |
12 Months Ended |
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Dec. 31, 2017 | |
License Agreement | |
License Agreement |
Note 5 – LICENSE AGREEMENT
In 2012 and 2013, the Company made a total payment of $50,000 and signed an exclusive license agreement with Aoxin to import, assemble and manufacture the advanced carbon fiber electric vehicle, the eGo EV model. The cost of this license agreement has been recognized as a longterm asset and is evaluated, by management, for impairment losses at each reporting period. As of December 31, 2017, no such impairment losses have been identified by the management. |
Accounts Payable Due to Related Parties |
12 Months Ended |
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Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable Due to Related Parties |
Note 6 – ACCOUNTS PAYABLE DUE TO RELATED PARTIES
A related party of the Company paid $7,750 cash on behalf of the Company during the second quarter of 2016. The cash advance is non interest bearing and was due on August 1, 2016. The Company defaulted on the payment and the payable accrued penalties on it. During the year ended December 31, 2017, the Company issued 140,808 shares of common stock, having a fair market value of the shares was $8,589, for payment of the principal and penalties. |
Loans Payable Due to Related Parties |
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Debt Disclosure [Abstract] | |||||||||||
Loans Payable Due to Related Parties |
Note 7 – LOANS PAYABLE DUE TO RELATED PARTIES
During the year ended December 31, 2014, the Company raised two loans for a total amount of $100,000 due to a shareholder. The loans bear 12% interest and matured on February 28, 2015 and March 30, 2015, respectively. Subsequently, the loans were combined and the maturity date was extended to April 1, 2018. The outstanding balance as of December 31, 2017 and 2016 was $0 and $36,050, respectively. During the years ended December 31 2017 and 2016, the Company recorded interest expense of $979 and $7,381, respectively, on the note
On July 1, 2017, the Company entered into an unsecured loan payable agreement with a related party for $14,100, due on September 15, 2017. The Company granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The Company valued the options using the black scholes options pricing model. The fair market value of the options was $26,746. The value was restricted to the face value of the note and hence, $14,100 was recorded as a debt discount which is being amortized over the term of the loan. The Company also agreed to pay $1,500 as an interest on the loan. On September 27, 2017, the Company entered into a note amendment, whereby, the term of the note was extended until November 1, 2017, in exchange for an additional $1,500 finance fee and $1,500 late fee. The Company recorded the same as interest expense in the accompanying financials. During the year ended December 31, 2017, the Company amortized the debt discount of $14,100. During the year ended December 31, 2017, the Company recorded $1,500 of interest expense for amortization of and another $1,500 of interest expense for the excess derivative. As of December 31, 2017, the loan is in default and the outstanding balance of the loan, as of December 31, 2017 was $17,100. The Company accrued a penalty of $1,750 plus $100 per day of default, aggregating to $7,750 in the accompanying financial statements.
On September 27, 2017, the Company entered into another unsecured loan payable agreement with the same related party for $17,500, due on November 1, 2017. The loan holder charged $1,750 as funding fee and $1,650 as processing fee for the loan, which were recorded as debt discount, with net loan proceeds of $14,100. The Company also granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The Company valued the options using the black scholes options pricing model. The fair market value of the options was $22,945. The value was restricted to the net proceeds of the note and hence, $14,100 was recorded as a debt discount which is being amortized over the term of the loan. During the year ended December 31, 2017, the Company amortized the debt discount of $14,100 and the finance fee of $3,400. As of December 31, 2017, the loan is in default and the outstanding balance of the loan, as of December 31, 2017 was $17,500. The Company accrued a penalty of $1,750 plus $100 per day of default, aggregating to $7,750 in the accompanying financial statements.
The Company determined the fair value of the options using the Black – Scholes model. The variables used for the Black –Scholes model are as listed below:
The Company received an unsecured $10,000 loan during the third quarter of 2016 from a related party. The loan bears 12% interest and on March 16, 2017, the original maturity date, an extension was granted to April 1, 2018. The outstanding balance on the loan as of December 31, 2017 was $10,000. The Company accrued an interest of $1,201 and $348, on the loan during the years ended December 31, 2017 and 2016. |
Convertible Note Payables |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payables |
Note 8 – CONVERTIBLE NOTE PAYABLES
On April 25, 2017, the Company entered into a note amendment whereby, the maturity of the note was extended to January 26, 2018 and the principal was increased by $7,800 to $72,800. The Company wired $33,118 to the note holder as loan extension fee. The additional finance fee of $7,800 is being amortized over the remaining term of the note.
During the year ended December 31, 2017, the note holder converted $23,600 of the note pursuant to two separate conversion notices. The Company issued 2,911,195 shares of common stock to effect the conversions and recorded a loss on debt settlement of $5,786 for the shares issued in excess of the agreed conversion price.
The Company amortized a debt discount of $37,880 and $13,418, respectively, during the years ended December 31, 2017 and 2016. The Company amortized the finance fee of $12,320 and $2,111, respectively, during the years ended December 31, 2017 and 2016. Interest expense of $8,110 and $1,410 was accrued on the convertible note respectively, during the years ended December 31, 2017 and 2016. During the year ended December 31, 2016, the Company recorded $186,950 of additional interest for the derivative liability expense. Additional interest of $33,118 was paid in cash on April 25, 2017, pursuant to the amended note terms. The derivative liability was recalculated on December 31, 2017 as $174,932 and the difference in the value was recorded as a change in derivative liability in the income statement. As of December 31, 2017 and 2016, the outstanding balance on the convertible note payable amounted to $49,200 and $65,000, respectively. Subsequent to the year ended December 31, 2017, the note holder converted more balance for 12,681,921 shares of the Company’s common stock.
The variables used for the Binomial model are as listed below:
On June 30, 2017, the Company entered into a note amendment agreement to increase the principal balance of the note by $14,100 to $92,850. The Company paid the $14,100 to the holder on July 6, 2017, to delay conversion option until September 5, 2017, pursuant to the amended terms. On September 27, 2017, the Company entered into another note amendment agreement to increase the principal balance of the note by $21,100 to $99,850. The Company wired $14,100 on September 27, 2017, to reduce the principal balance of the note to $85,750. The note holder effected conversion of accrued interest of $7,006 into 1,946,000 shares of common stock. The Company recorded a loss on debt settlement of $34,837 for the shares issued in excess of the agreed conversion price.
The Company amortized a debt discount of $69,466 during the year ended December 31, 2017. The Company amortized the finance fee of $38,705 during the year ended December 31, 2017. Interest expense of $11,571 was accrued on the convertible note during the year ended December 31, 2017. The Company recorded $67,118 as interest expense for the excess derivative liability on the convertible note during the year ended December 31, 2017. As of December 31, 2017, the balance outstanding on the loan was $85,750. The loan was due on October 6, 2017. The Company was in default of the loan and default interest was being accrued at the rate of 22%. Subsequent to the year ended December 31, 2017, the note holder converted the balance for 9,836,100 shares of the Company’s common stock.
The variables used for the Binomial model are as listed below:
The variables used for the Binomial model are as listed below:
The variables used for the Binomial model are as listed below:
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Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||
Commitments and Contingencies |
Note 9 – COMMITMENTS AND CONTINGENCIES
Effective March 1, 2014, the Company signed a lease for four thousand square feet of industrial space in North Las Vegas. The term of the lease is for three years and cost $2,200 per month. The lease expired on April 30, 2017 and the Company is now on a month to month lease
Effective September 16, 2015, the Company renewed its residential lease agreement in California for its traveling consultants. Effective September 2015, the Company extended the lease agreement for one more year with a new monthly amount of $2,300. As of June 30, 2016, the Company discontinued its lease, which was assumed by a consultant of the Company.
Rent expense amounted to $26,156 and $47,717 for the years ended December 31, 2017 and 2016, respectively.
According to the license agreement signed between the Company and Aoxin, in order to maintain exclusive rights for the United States (US), the Company is required to purchase and sell certain amount of eGo EV model vehicles per year for a certain period of time starting from the completion of the requirements established by the United States Department of Transportation’s protocols for the eGo EV model. The table below demonstrates the required amount of vehicles that the company needs to sell per year.
As part of the license agreement, the Company is committed to pay expenses related to any required airbag testing procedures. The cost of these airbags could be as little as $500,000 or as much as $2 million.
The Company may from time to time, become a party to various legal proceedings, arising in the ordinary course of business. The Company investigates these claims as they arise. Management does not believe, based on current knowledge, that there were any such claims outstanding as of December 31, 2017. |
Revolving Line of Credit- Related Party |
12 Months Ended |
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Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit- Related Party |
Note 10 – REVOLVING LINE OF CREDIT- RELATED PARTY
On February 12, 2016, the Company signed a twelve months revolving line of credit agreement with a related party. The line amount is $100,000 and carries interest at 12% per annum. In January 2017, the Company signed an amendment to extend the due date of the loan to June 30, 2018 for a conversion option for the restricted common stock of the Company. The note carries interest at the rate of 12% per annum and is convertible at any time starting from January 18, 2017 and ending on the later of the maturity date or the date of payment. The note is convertible at 50% of the Average Market Price for the 15 previous trading days before the conversion notice date. The derivative liability on the note was calculated, using the Binomial model, to be $227,760, of which $101,400 was recorded as a debt discount and the balance $126,360 was recorded as an interest expense, at inception.
During the year ended December 31, 2017, the related party assigned $30,000 of the loan to an unrelated third party on the same terms. The third party opted to convert $5,000 of the principal balance into 892,857 shares of common stock of the Company. The Company recorded a loss on settlement of debt of $714, on the excess shares issued to the note holder. The derivative liability was recalculated on December 31, 2017 as $62,222 on the loan assigned and the proportionate difference in the value was recorded as a change in derivative liability in the income statement. The Company amortized a debt discount of $21,430 during the year ended December 31, 2017. Interest expense of $3,600 was accrued on the assigned convertible loan during the year ended December 31, 2017. As of December 31, 2017, the balance outstanding on the assigned loan was $25,000. The loan is due on June 30, 2018.
The derivative liability was recalculated on December 31, 2017 as $177,707 on the balance related party loan and the difference in the value recorded as a change in derivative liability in the income statement. The Company amortized a debt discount of $46,924 during the year ended December 31, 2017. Interest expense of $8,568 was accrued on the remaining related party convertible loan during the year ended December 31, 2017. As of December 31, 2017, the balance outstanding on the related party loan was $71,400. The loan is due on June 30, 2018. |
Income Taxes |
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
Note 11 – INCOME TAXES
The Company did not file its federal tax returns for fiscal years from 2012 through 2017. Management believes that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years.
Based on the available information and other factors, management believes it is more likely than not that the net deferred tax assets at December 31, 2017 and 2016 will not be fully realizable. Accordingly, management has recorded a full valuation allowance against its net deferred tax assets at December 31, 2017 and 2016. At December 31, 2017 and 2016, the Company had federal net operating loss carry-forwards of approximately $4,000,000 and $2,800,000, respectively, expiring beginning in 2032.
Deferred tax assets consist of the following components:
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Promissory Note and Equity Purchase Agreement |
12 Months Ended |
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Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Promissory Note and Equity Purchase Agreement |
Note 12 – PROMISSORY NOTE AND EQUITY PURCHASE AGREEMENT
On June 24, 2016, the Company issued a $75,000 nonrefundable Promissory Note to an investor as a pre condition to an Equity Purchase Agreement. The promissory note bears 10% interest per annum with a one year maturity date. The note is recognized as a deferred finance charge and is being amortized over the contract period.
The Equity Purchase Agreement allows the Company to issue Put Notices and the right to sell up to $10,000,000 of its no par value common stock at 88% of its market value. The market value is based on a ten day valuation period immediately preceding the Put Notice. The right to sell the shares becomes an obligation to sell as of the closing date after the Put Notice has been issued to the investor. The investor at no time can own more than 9.99% of the Company’s common stock outstanding as of the closing date.
During the year ended December 31, 2017, the Company issued 1,500,000 shares (See Note 13) to the note holder to convert the outstanding principal balance of $75,000 and accrued interest of $6,574. As of December 31, 2017, the outstanding balance of the note was $0. |
Equity |
12 Months Ended |
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Dec. 31, 2017 | |
Equity [Abstract] | |
Equity |
Note 13 – EQUITY
During the year ended December 31, 2016, the Company agreed to issue 3,200,000 shares for services at a price between $0.157 to $0.075, for a total of $256,480. Additionally, the Company agreed to issue 825,000 shares of common stock for marketing services at a per share price of $0.1497 for a total consideration of $125,000. As of December 31, 2017, these shares are yet to be issued and have been recorded as common stock issuable.
The Company also agreed to issue 200,000 shares of its common stock a $0.05 per share for $10,000 cash, during the year ended December 31, 2016. The shares were issued during the year ended December 31, 2017.
During the year ended December 31, 2016, the Company recorded $44,000 as capital contribution for the fair market value of services provided by the officer of the Company.
During the year ended December 31, 2016, the Company recorded $16,000 as additional paid in capital for the beneficial conversion feature on four convertible notes of $10,000 each. (See Note 8)
On June 24, 2016, the Company issued a $75,000 nonrefundable Promissory Note to an investor as a pre condition to an Equity Purchase Agreement. The promissory note bears 10% interest per annum with a one year maturity date. This note resulted in a $75,000 deferred equity issuance cost and is being amortized over the contract period. During the year ended December 31, 2017 and 2016, respectively, the Company recorded $37,500 and $18,750 in amortization of the deferred equity issuance costs for the Equity Purchase Agreement (See Note 13). During the year ended December 31, 2017, the Company issued 1,500,000 shares for the conversion of the promissory note along with interest accrued on the same of $6,574. The shares issued were recorded at the fair market value of $0.054 on the date of conversion notice.
During the year ended December 31, 2017, the Company increased the authorized share capital for common stock of the Company from 100 million to 300 million. During the year ended December 31, 2017, the Company increased the authorized share capital for preferred stock of the Company from 0 to 10 million.
During the year ended December 31, 2017, the Company issued 36,885 shares of company’s common stock, to a third party for $2,250 cash.
During the year ended December 31, 2017, the Company issued 140,808 shares of company’s common stock, for payment of a related party accounts payable totaling $8,589, including penalties.
During the year ended December 31, 2017, the Company issued 177,694 shares of company’s common stock in exchange for consulting and advisory services, valued at $10,840.
During the year ended December 31, 2017, the Company issued 2,911,195 shares of company’s common stock, to partially convert $23,600 of a convertible note payable.
During the year ended December 31, 2017, the Company issued 1,946,200 shares of common stock to effect conversion of accrued interest on a convertible note of $7,006.
During the year ended December 31, 2017, one of the note holder converted $35,000 of the note for 3,106,274 shares of common stock.
During the year ended December 31, 2017, the Company issued 892,857 shares of company’s common stock, to partially convert $5,000 of a convertible note payable.
During the year ended December 31, 2017, the Company agreed to issue 1,000,000 shares of common stock to a third party for $15,000 cash. The shares were not issued as of December 31, 2017 and have been recorded as shares to be issued in the accompanying financial statements.
During the year ended December 31, 2017, the Company capitalized $48,000 as capital contribution by prior president of the Company, for the accrued salary due to the prior president.
During the year ended December 31, 2017, the Company entered into an unsecured loan payable agreement with a related party for $14,100, due on September 15, 2017. The Company granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The Company valued the options using the black scholes options pricing model. The fair market value of the options was $26,746. The value was restricted to the face value of the note and hence, $14,100 was recorded as a debt discount and credited as additional paid in capital in the accompanying financials (See Note 7).
During the year ended December 31, 2017, the Company entered into another unsecured loan payable agreement with the same related party for $17,500, with net loan proceeds of $14,100. The Company also granted the related party an option to purchase up to 1,000,000 shares of common stock at an exercise price of $0.015 per share. The Company valued the options using the black scholes options pricing model. The fair market value of the options was $22,945. The value was restricted to the net proceeds of the note and hence, $14,100 was recorded as a debt discount and credited as additional paid in capital in the accompanying financials (See Note 7).
During the year ended December 31, 2017, the Company entered into an unsecured convertible note agreement with a third party for $25,000. The Company received $22,500, net of the financing fee of $2,500. The Company also granted a warrant with the convertible note to buy 250,000 shares of common stock of the Company at an exercise price of $0.10 per share. The Company valued the warrants using the black scholes option pricing model at $14,700, which was recorded as a debt discount and credited as additional paid in capital in the accompanying financials (See Note 8). |
Subsequent Events |
12 Months Ended |
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Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events |
Note 14 – SUBSEQUENT EVENTS
Subsequent to the year ended December 31, 2017, the Company issued 45,625,214 shares of Common stock to effect conversion of various note payables.
Subsequent to the year ended December 31, 2017, the Company increased the authorized share capital of the Company from 300 million to 1 billion shares of common stock.
Subsequent to the year ended December 31, 2017, the Company issued 3 million shares of preferred stock to the prior president of the Company. |
Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). |
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Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the 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. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets. |
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Cash |
Cash
Cash consists of deposits in one large national bank. At December 31, 2017 and 2016, the Company had $499 and $11,766 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. |
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Property, Plant & Equipment |
Property, Plant & Equipment
Property, plant and equipment is stated at cost and depreciated using the straight-line method over the estimated useful life of the asset; lease hold improvements are depreciated over the shorter of estimated useful life of the asset or over the lease term. The estimated useful lives of our property and equipment are generally as follows: tools and equipment, five years; vehicles and parts, three years; leasehold improvements, lesser of lease term or life of related asset; and furniture and fixtures, seven years.
As of December 31, 2017 and 2016, Property, plant and equipment consisted of the following:
Depreciation expense was $33,274 and $39,258 for the years ended December 31, 2017 and 2016, respectively. |
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Fair Value of Financial Instruments |
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:
Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.
We have recorded the conversion option on few notes as a derivative liability as a result of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting.
We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations.
Assets and liabilities measured at fair value are as follows as of December 31, 2017:
Assets and liabilities measured at fair value are as follows as of December 31, 2016:
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
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Earnings Per Share (EPS) |
Earnings Per Share (EPS)
Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the years ended December 31, 2017 and 2016, the Company incurred losses. Therefore, the effect of any common stock equivalents is anti- dilutive during those periods.
The following table sets for the computation of basic and diluted earnings per share for years ended December 31, 2017 and 2016:
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Revenue Recognition |
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. |
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Cost of Sales |
Cost of Sales
Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), shipping, importation duties and charges, third party royalties, and product sampling. |
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Advertising and Marketing Costs |
Advertising and Marketing Costs
Costs incurred for producing and communicating advertising and marketing are expensed when incurred and included in selling general and administrative expenses. Advertising and marketing expense amounted to $0 and $172,841 for the years ended December 31, 2017 and 2016, respectively |
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Operating Overhead Expense |
Operating Overhead Expense
Operating overhead expense consists primarily of payroll and benefit related costs, rent, depreciation and amortization, professional services, and meetings and travel. |
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Income Taxes |
Income Taxes
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.
At December 31, 2017 and 2016, the Company had not taken any significant uncertain tax positions on its tax returns for period ended December 31, 2017 and prior years or in computing its tax provision for 2017. Management has considered its tax positions and believes that all of the positions taken by the Company in its Federal and State tax returns are more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. |
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Concentration of Credit Risk |
Concentration of Credit Risk
Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are in excess of federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. |
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Risks and Uncertainties |
Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. |
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Recently Issued Accounting Pronouncements |
Recently Issued Accounting Pronouncements
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) “ASU 2014-09”. ASU 2014-09 was subsequently amended by ASU No. 2016-10 and 2016-12. As amended, Topic 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments create a new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For a public entity, the amendments to ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new revenue standards are not expected to have a material impact on the amount and timing of revenue recognized in our financial statements. |
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Reclassification |
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment |
As of December 31, 2017 and 2016, Property, plant and equipment consisted of the following:
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Schedule of Fair Value of Assets and Liabilities |
Assets and liabilities measured at fair value are as follows as of December 31, 2017:
Assets and liabilities measured at fair value are as follows as of December 31, 2016:
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Schedule of Derivative Liability |
The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:
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Schedule of Basic and Diluted Earnings Per Share |
The following table sets for the computation of basic and diluted earnings per share for years ended December 31, 2017 and 2016:
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Commitments and Contingencies (Tables) |
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||
Schedule of Amount of Vehicles Per Year |
The table below demonstrates the required amount of vehicles that the company needs to sell per year.
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Income Taxes (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Deferred Tax Assets |
Deferred tax assets consist of the following components:
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Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Cash | $ 499 | $ 11,766 |
Depreciation expense | 33,274 | 39,258 |
Advertising and marketing expense | $ 0 | $ 172,841 |
Tools and Equipment [Member] | ||
Property, estimated useful lives | 5 years | |
Vehicles and Parts [Member] | ||
Property, estimated useful lives | 3 years | |
Leasehold Improvements [Member] | ||
Property, plant and equipment, estimated useful lives | Lessor of lease term or life of related asset | |
Furniture and Fixtures [Member] | ||
Property, estimated useful lives | 7 years |
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) - USD ($) |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Total | $ 131,026 | $ 131,026 |
Less: Accumulated depreciation | (99,350) | (66,076) |
Property, plant and equipment, net | 31,676 | 64,950 |
Furniture and Furnishings [Member] | ||
Total | 14,303 | 14,303 |
Leasehold Improvements [Member] | ||
Total | 18,184 | 18,184 |
Vehicle and Parts [Member] | ||
Total | 76,045 | 76,045 |
Tools and Equipment [Member] | ||
Total | $ 22,494 | $ 22,494 |
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|---|
Derivative liability | $ 1,030,132 | $ 270,075 | |
Total liabilities measured at fair value | 1,030,132 | 270,075 | |
Level 1 [Member] | |||
Derivative liability | |||
Total liabilities measured at fair value | |||
Level 2 [Member] | |||
Derivative liability | |||
Total liabilities measured at fair value | |||
Level 3 [Member] | |||
Derivative liability | 1,030,132 | 270,075 | |
Total liabilities measured at fair value | $ 1,030,132 | $ 270,075 |
Summary of Significant Accounting Policies - Schedule of Derivative Liability (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Accounting Policies [Abstract] | ||
Balance, beginning | $ 270,075 | |
Fair value of derivative liabilities issued | 719,999 | 242,450 |
Gain Loss on change in derivative liabilities | 42,058 | 27,625 |
Balance, ending | $ 1,030,132 | $ 270,075 |
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Accounting Policies [Abstract] | ||
Net loss | $ (1,250,333) | $ (1,033,117) |
Weighted average number of shares in computing basic and diluted net loss, basic | 39,431,012 | 34,687,943 |
Weighted average number of shares in computing basic and diluted net loss, diluted | 39,431,012 | 34,687,943 |
Net loss per share basic and diluted | $ (0.03) | $ (0.03) |
Going Concern (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 4,059,248 | $ 2,808,915 |
Net loss | 1,250,333 | 1,033,117 |
Working capital |
Vehicle Deposits (Details Narrative) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017
USD ($)
Integer
|
Dec. 31, 2016
USD ($)
|
|
Deposits [Abstract] | ||
Vehicle deposits | $ | $ 24,405 | $ 24,405 |
Number of prototype test models | Integer | 1 |
License Agreement (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2013 |
Dec. 31, 2012 |
|
License Agreement | ||
Total payment incurred for license agreement | $ 50,000 | $ 50,000 |
Accounts Payable Due to Related Parties (Details Narrative) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Jun. 30, 2016 |
|
Payables and Accruals [Abstract] | |||
Accounts payable due to related parties | $ 7,750 | $ 7,750 | |
Due date | Aug. 01, 2016 | ||
Number of common stock issued, shares | 140,808 | ||
Number of common stock issued | $ 8,589 |
Commitments and Contingencies (Details Narrative) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Sep. 16, 2015 |
Mar. 01, 2014 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease agreement period | 3 years | |||
Lease monthly payment | $ 2,300 | $ 2,200 | ||
Lease term expiration date | Apr. 30, 2017 | |||
Rent expenses | $ 26,156 | $ 47,717 | ||
Cost of airbag | 500,000 | |||
Maximum cost of airbag | $ 2,000,000 |
Commitments and Contingencies - Schedule of Amount of Vehicles Per Year (Details) |
12 Months Ended |
---|---|
Dec. 31, 2017
USD ($)
| |
Sale of vehicles per year | $ 92,000 |
First Year [Member] | |
Sale of vehicles per year | 2,000 |
Second Year [Member] | |
Sale of vehicles per year | 6,000 |
Third Year [Member] | |
Sale of vehicles per year | 12,000 |
Fourth Year [Member] | |
Sale of vehicles per year | 24,000 |
Fifth Year [Member] | |
Sale of vehicles per year | $ 48,000 |
Income Taxes (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carry forwards | $ 4,000,000 | $ 2,800,000 |
Operating loss carryforward expiration date | expiring beginning in 2032 |
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Income Tax Disclosure [Abstract] | ||
Net loss carryforward | $ 1,100,000 | $ 780,000 |
Valuation allowance | (1,100,000) | (780,000) |
Total deferred tax assets |
Promissory Note and Equity Purchase Agreement (Details Narrative) - USD ($) |
12 Months Ended | |
---|---|---|
Jun. 24, 2016 |
Dec. 31, 2017 |
|
Value of common stock issued | $ 8,589 | |
Equity Purchase Agreement[Member] | ||
Conversion of convertible securities, shares | 1,500,000 | |
Conversion of convertible securities, value | $ 75,000 | |
Accrued interest | $ 6,576 | |
Investor [Member] | Equity Purchase Agreement[Member] | ||
Non refundable promissory note issued | $ 75,000 | |
Promissory note rate of interest per annum | 10.00% | |
Debt instrument maturity term | 1 year | |
Value of common stock issued | $ 10,000,000 | |
Percentage of market value of common stock issued | 88.00% | |
Percentage of common stock outstanding | 9.99% | |
Outstanding balance | $ 0 |
Subsequent Events (Details Narrative) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Common stock shares authorized | 300,000,000 | 100,000,000 |
Number of preferred stock shares issued | 140,808 | |
Minimum [Member] | ||
Common stock shares authorized | 100,000,000 | |
Maximum [Member] | ||
Common stock shares authorized | 300,000,000 | |
Subsequent Event [Member] | ||
Conversion of convertible securities, shares | 45,625,214 | |
Subsequent Event [Member] | President [Member] | ||
Number of preferred stock shares issued | 3,000,000 | |
Subsequent Event [Member] | Minimum [Member] | ||
Common stock shares authorized | 300,000,000 | |
Subsequent Event [Member] | Maximum [Member] | ||
Common stock shares authorized | 1,000,000,000 |
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