10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2019

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 001-13126

2050 MOTORS, INC.

(Exact name of small business issuer as specified in its charter)

CALIFORNIA	5511	83-3889101
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

25 N River Lane Suite 2050, Geneva, IL 60134

(Address of principal executive offices)

(630) 708-0750

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X] 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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

The number of shares of Common Stock (no par value) of the registrant outstanding was 1,803,560,305 at November 19, 2019. The number of shares of Series A Preferred Stock ($0.0001 par value and that each convert into one share of common stock) of the registrant outstanding was 3,000,000 at November 19, 2019. The number of shares of Series B Preferred Stock ($0.0001 par value and that each convert into 1,000 shares of common stock) of the registrant outstanding was 525,000 at November 19, 2019. The number of shares of Series C Preferred Stock ($0.0001 par value and that each convert into one share of common stock) of the registrant outstanding was 1,000,000 at November 19, 2019. The market value of common shares outstanding as of November 19, 2019 was $360,712.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 of 2050 MOTORS, INC. (the “Company”) filed with the Securities and Exchange Commission on November 19, 2019 (the “Form 10-Q”) is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Item 6. Exhibits.

(a) Exhibits.

Exhibit	Item
31.1*	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	2050 MOTORS, INC.
Date: November 22, 2019	/s/ Vikram Grover
	Vikram Grover, President
	(Principal Executive Officer)
Date: November 22, 2019	/s/ Vikram Grover
	Vikram Grover, Chief Financial Officer
	(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit	Item
31.1*	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Vikram Grover, certify that:

1.	I have reviewed this report on Form 10-Q/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.	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
c.	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/ Vikram Grover

Vikram Grover

President (Principal Executive Officer)

November 22, 2019

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Vikram Grover, certify that:

1.	I have reviewed this report on Form 10-Q/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.	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
c.	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/ Vikram Grover

Vikram, Grover

Chief Financial Officer

November 22, 2019

EX-32.1

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-Q/A for the period ending September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), 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/ Vikram Grover

Vikram Grover

President (Principal Executive Officer)

November 22, 2019

/s/ Vikram Grover

Vikram Grover

Chief Financial Officer

November 22, 2019

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. 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.

Fair Value of Financial Instruments

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 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

The Company’s investment in Mobicard Inc., see Note 4, is actively traded on the pink sheets.

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.

Derivative Financial Instruments-Level 3

Derivatives are recorded on the condensed balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. We use the binomial option-pricing model for determining the fair value of our derivatives. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income.

Assets and liabilities measured at fair value are as follows as of September 30, 2019

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	243,220	$	243,220	$	-	$	-
Total assets measures at fair value	$	243,220	$	243,220		-	$	-
Liabilities
Derivative liability	$	290,380	$	-	$	-		290,380
Total liabilities measured at fair value	$	290,380	$	-	$	-		290,380

Assets and liabilities measured at fair value are as follows as of September 30, 2018:

	Total		Level 1		Level 2		Level 3
Liabilities
Derivative liability	$	958,930	$	-	$	-	$	958,930
Total liabilities measured at fair value	$	958,930	$	-	$	-	$	958,930

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Balance as of December 31, 2018	$	876,058
Fair value of derivative liabilities issued		134,115
Loss on change in derivative liabilities		(662,464	)
Reclassify to equity upon payoff or conversion		(57,329	)
Balance as of September 30, 2019	$	290,380

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 three-month periods ended September 30, 2019 and September 30, 2018, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods.

Concentration of Credit Risk

Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts 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.

Recently Adopted Accounting Policies:

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 was 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. The implementation of ASU 2016-02 did not have a material effect on the Company’s consolidated financial statements.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no material effect on the reported results of operations or cash flow.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 19, 2019
Document And Entity Information
Entity Registrant Name	2050 MOTORS, INC.
Entity Central Index Key	0000867028
Document Type	10-Q/A
Document Period End Date	Sep. 30, 2019
Amendment Flag	true
Amendment Description	Amendment No.1
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,803,560,305
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

XML

Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Preferred Stock Class A [Member]	Preferred Stock Class B [Member]	Preferred Stock Class C [Member]	Total
Beginning balance at Dec. 31, 2017	$ 2,474,146	$ 140,000	$ 94,650	$ (4,059,248)				$ (1,350,452)
Beginning balance, shares at Dec. 31, 2017	47,860,512
Extinguishment of derivative liability			263,395					263,395
Reclassification of warrants to derivative liability			(42,900)					(42,900)
Equity offering costs			(9,375)					(9,375)
Shares issued for reduction of debt	$ 160,728							160,728
Shares issued for reduction of debt, shares	54,954,114
Shares issued for services					$ 45,000			45,000
Shares issued for services, shares					3,000,000
Net loss				(1,491,467)				(1,491,467)
Ending balance at Mar. 31, 2018	$ 2,634,874	140,000	305,770	(5,550,715)	$ 45,000			(2,425,071)
Ending balance, shares at Mar. 31, 2018	102,814,626				3,000,000
Beginning balance at Dec. 31, 2017	$ 2,474,146	140,000	94,650	(4,059,248)				(1,350,452)
Beginning balance, shares at Dec. 31, 2017	47,860,512
Net loss								(1,564,432)
Ending balance at Sep. 30, 2018	$ 3,070,829	125,000	536,356	(5,623,680)	$ 45,000			(1,846,495)
Ending balance, shares at Sep. 30, 2018	225,167,733				3,000,000
Beginning balance at Mar. 31, 2018	$ 2,634,874	140,000	305,770	(5,550,715)	$ 45,000			(2,425,071)
Beginning balance, shares at Mar. 31, 2018	102,814,626				3,000,000
Extinguishment of derivative liability			239,961					239,961
Shares issued for services	$ 12,500	(15,000)						(2,500)
Shares issued for services, shares	5,000,000
Conversion of convertible debt	$ 204,599							204,599
Conversion of convertible debt, shares	38,222,700
Conversion of related party loc	$ 81,600							81,600
Conversion of related party loc, shares	24,000,000
Conversion of related party loans	$ 31,600							31,600
Conversion of related party loans, shares	12,640,000
Amortization of issuance costs			(9,375)					(9,375)
Common stock issued for subscription	$ 15,000							15,000
Common stock issued for subscription, shares	6,000,000
Net loss				424,566				424,566
Ending balance at Jun. 30, 2018	$ 2,980,173	125,000	536,356	(5,126,149)	$ 45,000			(1,439,620)
Ending balance, shares at Jun. 30, 2018	188,677,326				3,000,000
Conversion of convertible debt	$ 90,656							90,656
Conversion of convertible debt, shares	36,490,407
Net loss				(497,531)				(497,531)
Ending balance at Sep. 30, 2018	$ 3,070,829	125,000	536,356	(5,623,680)	$ 45,000			(1,846,495)
Ending balance, shares at Sep. 30, 2018	225,167,733				3,000,000
Beginning balance at Dec. 31, 2018	$ 3,405,360	125,000	536,356	(5,960,691)	$ 45,000			(1,848,975)
Beginning balance, shares at Dec. 31, 2018	623,964,144				3,000,000
Conversion of convertible debt	$ 28,210							28,210
Conversion of convertible debt, shares	98,106,500
Net loss				(959,091)				(959,091)
Ending balance at Mar. 31, 2019	$ 3,433,570	125,000	536,356	(6,919,782)	$ 45,000			(2,779,856)
Ending balance, shares at Mar. 31, 2019	722,070,644				3,000,000
Beginning balance at Dec. 31, 2018	$ 3,405,360	125,000	536,356	(5,960,691)	$ 45,000			(1,848,975)
Beginning balance, shares at Dec. 31, 2018	623,964,144				3,000,000
Net loss								354,050
Ending balance at Sep. 30, 2019	$ 3,654,844	125,000	978,415	(5,604,349)	$ 300	$ 40	$ 100	(845,650)
Ending balance, shares at Sep. 30, 2019	1,704,395,805				3,000,000	400,000	1,000,000
Beginning balance at Mar. 31, 2019	$ 3,433,570	125,000	536,356	(6,919,782)	$ 45,000			(2,779,856)
Beginning balance, shares at Mar. 31, 2019	722,070,644				3,000,000
Conversion of convertible debt	$ 84,541		(26,601)					57,940
Conversion of convertible debt, shares	84,541,300
Preferred Stock no par returned					$ (45,000)			(45,000)
Preferred Stock no par returned, shares					(3,000,000)
Preferred CL A Stock issued for investment			44,700		$ 300			45,000
Preferred CL A Stock issued for investment, shares					3,000,000
Preferred CL B Stock issued for investment			423,960			$ 40		424,000
Preferred CL B Stock issued for investment, shares						400,000
Preferred CL C Stock issued for investment							$ 100	100
Preferred CL C Stock issued for investment, shares							1,000,000
Net loss				1,322,707				1,322,707
Ending balance at Jun. 30, 2019	$ 3,518,111	125,000	978,415	(5,597,075)	$ 300	$ 40	$ 100	(975,109)
Ending balance, shares at Jun. 30, 2019	806,611,944				3,000,000	400,000	1,000,000
Conversion of convertible debt	$ 136,733							136,733
Conversion of convertible debt, shares	897,783,861
Net loss				(7,274)				(7,274)
Ending balance at Sep. 30, 2019	$ 3,654,844	$ 125,000	$ 978,415	$ (5,604,349)	$ 300	$ 40	$ 100	$ (845,650)
Ending balance, shares at Sep. 30, 2019	1,704,395,805				3,000,000	400,000	1,000,000

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Summary of Significant Accounting Policies - Schedule of Reconciliation of Derivative Liability (Details)	9 Months Ended
	Sep. 30, 2019 USD ($)
Accounting Policies [Abstract]
Balance, beginning	$ 876,058
Fair value of derivative liabilities issued	134,115
Loss on change in derivative liabilities	(662,464)
Reclassify to equity upon payoff or conversion	(57,329)
Balance, ending	$ 290,380

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of Fair Value of Assets and Liabilities

Assets and liabilities measured at fair value are as follows as of September 30, 2019

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	243,220	$	243,220	$	-	$	-
Total assets measures at fair value	$	243,220	$	243,220		-	$	-
Liabilities
Derivative liability	$	290,380	$	-	$	-		290,380
Total liabilities measured at fair value	$	290,380	$	-	$	-		290,380

Assets and liabilities measured at fair value are as follows as of September 30, 2018:

	Total		Level 1		Level 2		Level 3
Liabilities
Derivative liability	$	958,930	$	-	$	-	$	958,930
Total liabilities measured at fair value	$	958,930	$	-	$	-	$	958,930

Schedule of Reconciliation 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:

Balance as of December 31, 2018	$	876,058
Fair value of derivative liabilities issued		134,115
Loss on change in derivative liabilities		(662,464	)
Reclassify to equity upon payoff or conversion		(57,329	)
Balance as of September 30, 2019	$	290,380

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Loans Payable Due to Related Parties

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Loans Payable Due to Related Parties

Note 7 – LOANS PAYABLE DUE TO RELATED PARTIES

As of December 31, 2018, all related party loans and associated interest and penalties were converted into common equity. Current management has demanded documentation of the providence of these loans. Management is reviewing legal options for recovery of these shares and has placed a stop action order on these shares with the Company’s transfer agent. At September 30, 2019 there were no outstanding loans to related parties.

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Going Concern

9 Months Ended

Sep. 30, 2019

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 an accumulated deficit of $5,604,349 as of September 30, 2019. The Company also had negative working capital of $1,151,870 at that date. 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 above, 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 will be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors.

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Equity

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Equity

Note 11 – EQUITY

During the nine months ended September 30, 2019, third-party lenders converted $249,524 of principal and interest into 1,080,431,661 shares of common stock.

On March 6, 2019, our Board of Directors approved, and we filed a Certificate of Determination for with the Secretary of State of California, a new class of Series C Preferred Shares with a total of one million such shares authorized. Each share converts into one common share, has 10,000 votes on every corporate matter requiring a shareholder vote, has a par value of $0.0001, and pays an annual dividend at the option of the Company of $0.01. Subsequent to the end of the three months ended March 30, 2019, the Company issued one million Series C Preferred Shares to our CEO, Vikram Grover, as consideration for the change of control of the Company.

On March 8, 2019, a third-party loaned the Company $28,000.00 in a 12% debenture that matures on January 15, 2020. The transaction netted the Company $25,000.00 after legal fees and due diligence expenses.

On April 7, 2019, our Board of Directors approved the creation of a new class of Series B Preferred Shares. A total of six million such shares were authorized. Each share converts into 1,000 common shares, votes on an as converted basis, has a par value of $0.001, and pays a cumulative annual dividend in cash or in kind of $0.01.

On April 8, 2019, we amended the terms of our existing Series A Preferred stock by changing the par value from nil to $0.0001 and establishing a $0.01 per share annual dividend to be approved by our Board of Directors each year. Each share remains convertible into one common share and has 50 votes on corporate matters. As part of the management transition plan announced in March 2019, two million Series A Preferred Shares were transferred from former owners to our current CEO, Vikram Grover. A total of three million Series A Preferred Shares are authorized, all of which are currently issued and outstanding. The financial statements were retroactively adjusted to give effect to this change in par value.

On April 22, 2019, we executed a letter of intent (LOI) to invest in and partner with ERide Club Corp. (ECC), a Company developing an Internet-based cloud platform to enable rentals and related services for the electric vehicle (EV) market, including automobiles, eBikes and mobility products. Upon delivery of a working beta system vetted by businesses, consumers and third-party testing, we will issue ECC 100,000 Series B Preferred shares convertible into 100 million common shares in return for 10% of the equity of ECC, with a right of participation on future financings by ECC through year-end 2020. Additionally, we will become a preferred marketing partner of ECC in the United States and provide ECC with a three-year option to perform a spin-out IPO to our shareholders. ECC expects to launch a first-generation version of the platform during 2019, after which time we will vet the system with our staff and advisors. The transaction is currently on hold pending our efforts to remain current in our filings and raise capital to fund our own operations.

On May 5, 2019, 2050 Motors, Inc. executed a Securities Purchase Agreement with our CEO, Vikram Grover, for an investment in the Company of $483,000 in the form of 210,000,000 free-trading common shares of Peer to Peer Network aka Mobicard Inc. The transaction closed on May 15, 2019. As consideration, the Company issued the investor 400,000 newly created 1% Cumulative Series B Preferred Shares, each of which bears a RESTRICTED CONTROL STOCK legend, is convertible into 1,000 common shares, and has 1,000 votes on corporate matters.

On May 13, 2019, the Company borrowed $12,500.00 pursuant to a convertible note agreement bearing an interest rate of 12% per annum and with a maturity date of September 15, 2019.

On May 14, 2019, our Board of Directors approved the dissolution of our wholly-owned subsidiary, 2050 Motors, Inc., a Nevada corporation doing business under the same name as our publicly traded company, 2050 Motors, Inc., a California corporation. Additionally, our Board of Directors approved the termination of any and all discussions and prior agreements with Aoxin Motors regarding the importation of electric vehicles to be made by Aoxin Motors in China into the United States. Our termination was driven by Aoxin Motors’ failure to obtain the necessary license(s) to manufacture e-GO electric vehicles, which have been under development since 2012. Accordingly, on May 14, 2019, we filed paperwork with the Secretary of State of Nevada to dissolve our wholly owned subsidiary, 2050 Motors, Inc., a Nevada corporation, and that dissolution went effective on or around May 17, 2019.

On May 15, 2019, based on due diligence and research by management and the Company’s advisors, the Board of Directors of 2050 Motors, Inc., a California corporation, approved stop action orders on 162,846,149 common shares held by former management, employees, affiliates and representatives of the Company. Accordingly, management has directed the Company’s transfer agent to prohibit the transfer or sale of any shares associated with their certificates. Pending investigation of the providence of these shares and proof of consideration for said shares, these shares will remain frozen indefinitely and subject to the Company’s powers of enforcement and the rules of law.

On July 9, 2019, a third-party lender funded the Company $35,000.00 in the form of a 12% convertible debenture that matures April 30, 2020. The transaction netted the Company $32,000.00 after legal fees and due diligence expenses.

On September 6, 2019, a third-party lender funded the Company $35,000.00 in the form of a 12% convertible debenture that matures September 6, 2020. The transaction netted the Company $30,500.00 after legal fees and due diligence expenses.

During the year ended December 31, 2016, the Company agreed to issue 3,200,000 shares for services. Additionally, the Company agreed to issue 825,000 shares of common stock for marketing services. As of September 30, 2019, these shares are yet to be issued and have been recorded as common stock issuable.

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Convertible Note Payables - Schedule of Fair Value Assumption (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Minimum [Member]
Expected term	1 month	1 year
Maximum [Member]
Expected term	10 months	3 years
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	1.91	2.53
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	3.01	2.86
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentages	0.0193	0.0124
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentages	0.0199	0.0153

XML

Warrants and Options (Details Narrative) - $ / shares	9 Months Ended
	Sep. 30, 2019	Jul. 22, 2019
EDGE FiberNet, Inc. [Member]
Number of common stock purchase warrants shares	10,000,000
Warrant strike price per share	$ 0.005
Warrants term	3 years
Three Members Advisory Board [Member]
Number of common stock purchase warrants shares	30,000,000
Warrant strike price per share	$ 0.01
Warrants term	3 years
Vikram Grover [Member]
Number of common stock purchase warrants shares	100,000,000	100,000,000
Warrant strike price per share	$ 0.001
Warrants description	Our CEO, Vikram Grover, was to be issued 100 million warrants with a strike price of $0.001 upon bringing the Company current with its SEC reporting requirements, with an additional 100 million warrants with a strike price of $0.001 due upon our common stock closing at or above $0.01 for ten consecutive trading sessions.
Vikram Grover [Member] | Additional Warrants [Member]
Number of common stock purchase warrants shares	100,000,000
Warrant strike price per share	$ 0.001

XML

Warrants and Options

9 Months Ended

Sep. 30, 2019

Warrants And Options

Warrants and Options

Note 12 – WARRANTS AND OPTIONS

As of September 30, 2019, the Company has thirty million warrants with an exercise price of $0.01 and a three-year expiration issued and outstanding to three members of our Advisory Board who were added to that newly created committee during March - April 2019. Additionally, we issued ten million warrants with a strike price of $0.005 and a three-year expiration to EDGE FiberNet, Inc. as compensation for strategic consulting. Further, our CEO, Vikram Grover, was to be issued 100 million warrants with a strike price of $0.001 upon bringing the Company current with its SEC reporting requirements, with an additional 100 million warrants with a strike price of $0.001 due upon our common stock closing at or above $0.01 for ten consecutive trading sessions. On July 22, 2019, the Company was brought current with regard to its SEC reporting requirements, and as a result, the initial 100 million warrants are due to be issued to Vikram Grover. Vikram Grover, our CEO, has forfeited any right to receive the 100 million warrants to be issued for bringing the company current in its filings.

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Convertible Note Payables

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Convertible Note Payables

Note 8 – CONVERTIBLE NOTE PAYABLES

The Company had convertible note payables with several third parties with stated interest rates ranging between 10% and 12% and 22% default interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability in the accompanying interim financial statements. As of September 30, 2019, the Company had the following third-party convertible notes outstanding:

	Lender	Origination		Maturity		Amount			Interest
Note #1*	Auctus		1/6/17		2/6/18	$	59,413			22.0	%
Note #2*	Crown Bridge		9/15/17		9/15/18		5,422			10.0	%
Note #4*	PowerUp 8		4/27/18		2/15/19		32,250			22.0	%
Note #5*	Jabro 1		7/23/18		4/30/19		21,000			12.0	%
Note #6*	Jabro 2		10/01/18		7/15/19		11,500			12.0	%
Note #7*	PowerUp 9		11/01/18		8/30/19		14,700			22.0	%
Note #8*	PowerUp 10		3/08/19		01/15/20		28,000			22.0	%
Note #9*	Other		3/16/17		4/1/18		10,000			12.0	%
Note #10*	Tri-Bridge		3/15/19		9/15/19		46,808			12.0	%
Note #11	PowerUp 11		7/9/19		4/30/20		35,000			12.0	%
Note #12	GS Capital		9/6/19		9/6/20		35,000			12.0	%
Total						$	306,828
less discount							(155,641	)
Net						$	151,187

*Note is currently in default.

Note #1, issued on January 6, 2017, is in default and under the terms of the convertible promissory note, the Company is liable to pay 150% of the then outstanding principal and interest plus additional penalties for certain covenants that are breached. In addition to the note balance of $58,413 as of September 30, 2019, there are potential additional penalties and damages sought by the lender, which has filed a civil lawsuit against the Company.

During the nine months ended September 30, 2019, third-party lenders converted $136,733.64 of principal and interest into 897,783,861 shares of common stock.

The variables used for the Binomial model are as listed below:

	December 31, 2018	September 30, 2019
●	Volatility: 253% - 286%	Volatility: 191% - 301%
●	Risk free rate of return: 1.24%- 1.53%	Risk free rate of return: 1.93% - 1.99%
●	Expected term: 1-3 years	Expected term: 1-10 months

The Company amortized a debt discount of $13,476 and $58,037 respectively, during the three-month periods ended September 30, 2019 and 2018 respectively, and $165,846 and $170,980, respectively during the nine-month periods ended September 30, 2019 and 2018, respectively. Interest expense accrued on third-party convertible notes was $13,476 and $284,999 for the three-month periods ended September 30, 2019 and 2018, respectively, and $814,411 and $839,621 for the nine months ended September 30, 2019 and 2018, respectively.

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Investments

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

Investments

Note 4 - INVESTMENTS

During the three months ended June 30, 2019, the Company issued 400,000 share of preferred class B stock in exchange for 210,000,000 shares of Mobicard Inc. The shares were valued at the market price of $0.0023 per share, or $483,000,at the acquisition date. The shares are currently valued at the market price of $0.0015 per share at September 30, 2019 for a total investment of $306,220, resulting in a loss of $176,780.

During the three months ended June 30, 2019, the Company received 1,000,000 shares of Kanab Corp. for consulting services provided by the Company’s CEO, Vikram Grover. The shares were valued at $0.0001 per share.

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Convertible Note Payables - Schedule of Derivative Liability in Accompanying Interim Financial Statements (Details)	9 Months Ended
	Sep. 30, 2019 USD ($)
Total convertible notes payable	$ 306,828
less discount	(155,641)
Convertible note payables, net	$ 151,187
Note #1 [Member]
Lender	Auctus	[1]
Origination Date	Jan. 06, 2017	[1]
Maturity	Feb. 06, 2018	[1]
Interest	22.00%	[1]
Total convertible notes payable	$ 59,413	[1]
Note #2 [Member]
Lender	Crown Bridge	[1]
Origination Date	Sep. 15, 2017	[1]
Maturity	Sep. 15, 2018	[1]
Interest	10.00%	[1]
Total convertible notes payable	$ 5,422	[1]
Note #4 [Member]
Lender	PowerUp 8	[1]
Origination Date	Apr. 27, 2018	[1]
Maturity	Feb. 15, 2019	[1]
Interest	22.00%	[1]
Total convertible notes payable	$ 32,250	[1]
Note #5 [Member]
Lender	Jabro 1	[1]
Origination Date	Jul. 23, 2018	[1]
Maturity	Apr. 30, 2019	[1]
Interest	12.00%	[1]
Total convertible notes payable	$ 21,000	[1]
Note #6 [Member]
Lender	Jabro 2	[1]
Origination Date	Oct. 01, 2018	[1]
Maturity	Jul. 15, 2019	[1]
Interest	12.00%	[1]
Total convertible notes payable	$ 11,500	[1]
Note #7 [Member]
Lender	PowerUp 9	[1]
Origination Date	Nov. 01, 2018	[1]
Maturity	Aug. 30, 2019	[1]
Interest	22.00%	[1]
Total convertible notes payable	$ 14,700	[1]
Note #8 [Member]
Lender	PowerUp 10	[1]
Origination Date	Mar. 08, 2019	[1]
Maturity	Jan. 15, 2020	[1]
Interest	22.00%	[1]
Total convertible notes payable	$ 28,000	[1]
Note #9 [Member]
Lender	Other	[1]
Origination Date	Mar. 16, 2017	[1]
Maturity	Apr. 01, 2018	[1]
Interest	12.00%	[1]
Total convertible notes payable	$ 10,000	[1]
Note #10 [Member]
Lender	Tri-Bridge	[1]
Origination Date	Mar. 15, 2019	[1]
Maturity	Sep. 15, 2019	[1]
Interest	12.00%	[1]
Total convertible notes payable	$ 46,808	[1]
Note #11 [Member]
Lender	PowerUp 11
Origination Date	Jul. 09, 2019
Maturity	Apr. 30, 2020
Interest	12.00%
Total convertible notes payable	$ 35,000
Note #12 [Member]
Lender	GS Capital
Origination Date	Sep. 06, 2019
Maturity	Sep. 06, 2020
Interest	12.00%
Total convertible notes payable	$ 35,000

[1] Note is currently in default.

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Equity (Details Narrative) - USD ($)											3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 06, 2019	Jul. 09, 2019	May 15, 2019	May 13, 2019	May 05, 2019	Apr. 22, 2019	Apr. 08, 2019	Apr. 07, 2019	Mar. 08, 2019	Mar. 06, 2019	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Dec. 31, 2016
Debt conversion shares issued, value													$ 249,524
Debt conversion shares issued													1,080,431,661
Preferred stock voting rights										Each share converts into one common share, has 10,000 votes on every corporate matter requiring a shareholder vote, has a par value of $0.0001, and pays an annual dividend at the option of the Company of $0.01.
Number of shares issued for services														3,200,000
Convertible Note Agreement [Member]
Borrowed amount				$ 12,500
Debt interest rate				12.00%
Debt maturity date				Sep. 15, 2019
Common Stock [Member]
Number of shares issued for services											5,000,000
ERide Club Corp [Member] | Common Stock [Member]
Number of stock converted						100,000,000
Common stock return percentage						10.00%
Third Parties [Member]
Borrowed amount	$ 35,000	$ 35,000							$ 28,000
Debt interest rate	12.00%	12.00%							12.00%				22.00%
Debt maturity date	Sep. 06, 2020	Apr. 30, 2020							Jan. 15, 2020
Legal fees and due diligence expenses	$ 30,500	$ 32,000							$ 25,000
Vikram Grover [Member] | Mobicard Inc [Member] | Securities Purchase Agreement [Member]
Preferred stock voting rights					1,000 votes on corporate matters
Number of shares issued, value					$ 483,000
Number of shares issued					210,000,000
Vikram Grover [Member] | Mobicard Inc [Member] | Common Stock [Member] | Securities Purchase Agreement [Member]
Number of stock converted					1,000
Board of Directors [Member] | Former Management, Employees, Affiliates and Representatives [Member]
Number of shares issued			162,846,149
Minimum [Member] | Third Parties [Member]
Debt interest rate													10.00%
Maximum [Member] | Third Parties [Member]
Debt interest rate													12.00%
Series C Preferred Stock [Member]
Preferred stock, shares authorized										1,000,000
Preferred stock, par value										$ 0.0001
Dividend of option per share										$ 0.01
Series B Preferred Stock [Member]
Preferred stock, shares authorized								6,000,000
Preferred stock, par value								$ 0.001
Number of stock converted								1,000
Annual dividend in cash or in kind								$ 0.01
Conversion of stock description								Each share converts into 1,000 common shares, votes on an as converted basis, has a par value of $0.001, and pays a cumulative annual dividend in cash or in kind of $0.01.
Series B Preferred Stock [Member] | ERide Club Corp [Member]
Number of stock converted						100,000
Series B Preferred Stock [Member] | Vikram Grover [Member] | Mobicard Inc [Member] | Securities Purchase Agreement [Member]
Number of shares issued					400,000
Series A Preferred Stock [Member]
Preferred stock, shares authorized							3,000,000
Preferred stock voting rights							Each share remains convertible into one common share and has 50 votes on corporate matters.
Number of stock transferred							2,000,000
Series A Preferred Stock [Member] | Minimum [Member]
Preferred stock, par value
Series A Preferred Stock [Member] | Maximum [Member]
Preferred stock, par value							$ 0.0001
Issuance for Marketing Services [Member]
Number of shares issued for services														825,000

XML

Condense Statement of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Operating revenue
Operating expenses:
General and administrative	51,086	23,705	122,683	193,303
Net loss from operations	(51,086)	(23,705)	(122,683)	(193,303)
Other income (expenses)
Interest expense	(26,923)	(343,036)	(210,182)	(1,010,601)
Loss on investment
Impairment loss		(24,405)	(130,000)	(74,405)
Derivative liability gain (loss)	70,735	(106,385)	590,616	(108,091)
Debt conversion gain (loss)				(179,980)
Debt settlement gain (loss)			226,299	948
Other income, net				1,000
Total other income (expenses)	43,812	(473,826)	476,733	(1,371,129)
Income (loss) before income taxes	(7,274)	(497,531)	354,050	(1,564,432)
Provision for income taxes
Net income (loss)	$ (7,274)	$ (497,531)	$ 354,050	$ (1,564,432)
Net income (loss) per share, basic and diluted	$ (0.0000)	$ (0.0024)	$ 0.0004	$ (0.010)
Weighted average common equivalent share outstanding, basic and diluted	1,353,224,099	210,277,196	927,613,724	145,315,077

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Basis of Presentation and Organization

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Organization

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION

2050 Motors, Inc. (“2050 Motors” or “the Company”) is the successor to an entity incorporated on April 22, 1986 in the state of California. 2050 Motors, Inc., the Company’s sole operating subsidiary by the same name, was incorporated on October 9, 2012 in the state of Nevada to import, market, and sell electric cars manufactured in China. On May 2, 2014, 2050 Motors, Inc. (Nevada) sold its business, operations and assets to the Company, whose sole business at the time was to identify, evaluate, and investigate various companies to acquire or with which to merge. Upon consummation of the acquisition of 2050 Motors, Inc., the Company’s sole business became the business of the Company and the public Company renamed itself “2050 Motors, Inc.”

On October 25, 2012, 2050 Motors 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”. This Agreement was amended in 2017 to exclude certain markets in Central America and South America. Our principal business objective has historically been to achieve long-term growth through 2050 Motors, Inc.

On or around March 6, 2019, William Fowler resigned as our CEO and Director and Bernd Schaefers resigned as our Director. On or around March 6, 2019, we appointed Vikram Grover as CEO and sole Director (for further information, refer to our Form 8-K filed on March 7, 2019 with the SEC).

On or around March 6, 2019, as part of its management transition plan, the Company agreed to transfer to prior Management eighty (80) percent ownership of its Nevada subsidiary, 2050 Motors (“2050 Private” or “TFPC”) in exchange for a corporate note from TFPC in the amount of fifty thousand dollars at 8% interest per annum to be paid out of net profits. 2050 Motors (2050 Public) agreed to appoint William Fowler as President of 2050 Private to raise operating capital for expenses to negotiate terms and conditions to maintain Exclusive License with Aoxin Motors. Subsequent to the change of control and based on due diligence on TFPM and the status of the Aoxin Motors relationship, on or around April 2, 2019, we terminated the transaction as we deemed that it was not in the best interests of shareholders. We continue to demand information regarding TFPC from former management but have received unresponsive and unsatisfactory responses to our inquiries.

On May 2, 2019, we engaged Markup Designs Pvt. Ltd. (“MDPL”; https://www.markupdesigns.com), a global Web and mobile application development company, to design and build a social network to be named “KANAB CLUB” (www.kanab.club) targeting the global cannabis market. On May 13, 2019, we completed an initial payment to MDPL, mandating them to deploy a home page with launch information and sign-up capabilities for customers and to complete a working Web platform during summer and fall 2019. After coding industry-standard social media functionality, we intend to add an online marketplace, 420 dating services, discussion forums, rewards programs/points including potential utility crypto coins, differentiated advertising and navigation capabilities, and Android/iOS mobile applications to the platform.

Since new management was appointed in March 2019, we have expanded our mission statement to invest in, incubate and accelerate businesses in the communications, energy, electric vehicle, and Internet industries (for further information, see Note 12 - Subsequent Events, and our previously filed Form 8-K, 10-Q and 10-K filings with the Securities and Exchange Commission).

The condensed interim financial statements included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018. The Company follows the same accounting policies in preparation of interim reports. Results of operations for the interim periods are not indicative of annual results.

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Going Concern (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (5,604,349)	$ (5,960,691)
Working capital	$ (151,870)

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Convertible Note Payables (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Derivative Liability in Accompanying Interim Financial Statements

As of September 30, 2019, the Company had the following third-party convertible notes outstanding:

	Lender	Origination		Maturity		Amount			Interest
Note #1*	Auctus		1/6/17		2/6/18	$	59,413			22.0	%
Note #2*	Crown Bridge		9/15/17		9/15/18		5,422			10.0	%
Note #4*	PowerUp 8		4/27/18		2/15/19		32,250			22.0	%
Note #5*	Jabro 1		7/23/18		4/30/19		21,000			12.0	%
Note #6*	Jabro 2		10/01/18		7/15/19		11,500			12.0	%
Note #7*	PowerUp 9		11/01/18		8/30/19		14,700			22.0	%
Note #8*	PowerUp 10		3/08/19		01/15/20		28,000			22.0	%
Note #9*	Other		3/16/17		4/1/18		10,000			12.0	%
Note #10*	Tri-Bridge		3/15/19		9/15/19		46,808			12.0	%
Note #11	PowerUp 11		7/9/19		4/30/20		35,000			12.0	%
Note #12	GS Capital		9/6/19		9/6/20		35,000			12.0	%
Total						$	306,828
less discount							(155,641	)
Net						$	151,187

*Note is currently in default.

Schedule of Fair Value Assumption

The variables used for the Binomial model are as listed below:

	December 31, 2018	September 30, 2019
●	Volatility: 253% - 286%	Volatility: 191% - 301%
●	Risk free rate of return: 1.24%- 1.53%	Risk free rate of return: 1.93% - 1.99%
●	Expected term: 1-3 years	Expected term: 1-10 months

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Subsequent Events (Details Narrative) - Third Parties [Member] - USD ($)	Jan. 06, 2017	Nov. 02, 2019	Sep. 06, 2019	Jul. 09, 2019	Mar. 08, 2019
Borrowed amount			$ 35,000	$ 35,000	$ 28,000
Interest and penalties	$ 78,750
Subsequent Event [Member]
Borrowed amount		$ 283,000

XML

License Agreement (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2013	Dec. 31, 2012
Impairment losses related to license		$ 24,405	$ 50,000	$ 130,000	$ 74,405
License [Member]
Total payment incurred for license agreement						$ 50,000	$ 50,000

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Commitments and Contingencies (Details Narrative)			3 Months Ended			9 Months Ended
	Nov. 01, 2019 USD ($)	Mar. 01, 2014 USD ($) ft²	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)
Area of land | ft²		4,000
Lease term		3 years
Lease monthly payment		$ 2,200
Lease term expiration date		Apr. 30, 2017
Rent expense			$ 0		$ 0	$ 0	$ 13,400
Aoxin License [Member]
Wrote down the value				$ 0
Auctus Fund, LLC [Member]
Interest and penalties	$ 283,000

XML

Revolving Line of Credit- Related Party

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Revolving Line of Credit- Related Party

Note 10 – REVOLVING LINE OF CREDIT- RELATED PARTY

During 2018, the Company had a revolving line of credit agreement with a related party. The line amount was $100,000.00 and carried interest at 12% per annum, due on December 31, 2018 with a conversion option into restricted common stock of the Company. The note was convertible at 50% of the Average Market Price for the 15 previous trading days before the conversion notice date.

During the three-month period ended September 30, 2019, the Company made cash payments totaling $0 to principal and accrued interest. As of June 30, 2019, the balance outstanding on the loan was $0 as all remaining principal, interest and penalties due on the loan were converted into common shares during the fourth quarter of 2018.

Current management has demanded documentation of the providence of these loans. Management is reviewing legal options for recovery of these shares and has placed a stop action order on these shares with the Company’s transfer agent.

XML

License Agreement

9 Months Ended

Sep. 30, 2019

License Agreement

License Agreement

Note 6 – LICENSE AGREEMENT

In 2012 and 2013, the Company made a total payment of $50,000.00 in connection with an executed exclusive license agreement with Aoxin to import, assemble and manufacture an advanced carbon fiber electric vehicle called the “e-Go”. The cost of this license agreement was recognized as a long-term asset and was evaluated for impairment losses at the end of each reporting period. As of March 31, 2018, impairment losses related to this license of $50,000 were identified by management, and as a result we wrote off the value of the Aoxin license. During the three months ended June 30, 2019, we terminated all discussions with Aoxin regarding importation of electric automobiles and related parts and equipment from China into the United States.

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Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018
Investments	$ 306,220
Total assets measures at fair value	243,220
Derivative liability	290,380		$ 958,930
Total liabilities measured at fair value	290,380		958,930
Level 1 [Member]
Investments	243,220
Total assets measures at fair value	243,220
Derivative liability
Total liabilities measured at fair value
Level 2 [Member]
Investments
Total assets measures at fair value
Derivative liability
Total liabilities measured at fair value
Level 3 [Member]
Investments
Total assets measures at fair value
Derivative liability	290,380		958,930
Total liabilities measured at fair value	$ 290,380		$ 958,930

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. 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.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

The Company’s investment in Mobicard Inc., see Note 4, is actively traded on the pink sheets.

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.

Derivative Financial Instruments-Level 3

Derivatives are recorded on the condensed balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. We use the binomial option-pricing model for determining the fair value of our derivatives. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income.

Assets and liabilities measured at fair value are as follows as of September 30, 2019

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	243,220	$	243,220	$	-	$	-
Total assets measures at fair value	$	243,220	$	243,220		-	$	-
Liabilities
Derivative liability	$	290,380	$	-	$	-		290,380
Total liabilities measured at fair value	$	290,380	$	-	$	-		290,380

Assets and liabilities measured at fair value are as follows as of September 30, 2018:

	Total		Level 1		Level 2		Level 3
Liabilities
Derivative liability	$	958,930	$	-	$	-	$	958,930
Total liabilities measured at fair value	$	958,930	$	-	$	-	$	958,930

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Balance as of December 31, 2018	$	876,058
Fair value of derivative liabilities issued		134,115
Loss on change in derivative liabilities		(662,464	)
Reclassify to equity upon payoff or conversion		(57,329	)
Balance as of September 30, 2019	$	290,380

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 three-month periods ended September 30, 2019 and September 30, 2018, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods.

Concentration of Credit Risk

Concentration of Credit Risk

Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts 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.

Recently Adopted Accounting Policies

Recently Adopted Accounting Policies:

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 was 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. The implementation of ASU 2016-02 did not have a material effect on the Company’s consolidated financial statements.

Reclassification

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no material effect on the reported results of operations or cash flow.

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Vehicle Deposits (Details Narrative) - USD ($)	3 Months Ended
	Dec. 31, 2018	Sep. 30, 2019
Deposits [Abstract]
Vehicle deposits		$ 24,405
Wrote-off value on vehicle deposit	$ 0

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Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash	$ 10,083	$ 1
Total current assets	10,083	1
Other assets:
Investments	306,220
Total assets	316,303	1
Current liabilities
Accounts payable	26,800	22,049
Tax payable		2,864
Accrued expenses	640,600	626,299
Accured interest on loans payable	31,039	49,740
Loans payable due to non-related parties, net	151,187	250,019
Deposits	21,947	21,947
Derivative liability	290,380	876,058
Total current liabilities	1,161,953	1,848,976
Total liabilities	1,161,953	1,848,976
Stockholders' deficit
Common stock; no par value authorized: 3,000,000,000 shares at September 30, 2019 and December 31, 2018, respectively: issued and outstanding 1,704,395,805 at September 30, 2019 and 623,964,144 at December 31, 2018, respectively	3,654,844	3,405,360
Preferred stock, value
Additional paid-in-capital	978,415	536,356
Accumulated deficit	(5,604,349)	(5,960,691)
Common stock issuable	125,000	125,000
Total stockholders' deficit	(845,650)	(1,848,975)
Total liabilities and stockholders' deficit	316,303	1
Preferred Class A [Member]
Stockholders' deficit
Preferred stock, value	300	45,000
Preferred Class B [Member]
Stockholders' deficit
Preferred stock, value	40
Preferred Class C [Member]
Stockholders' deficit
Preferred stock, value	$ 100

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Condensed Statement of Stockholders' Deficit (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018
Preferred Stock Class A [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock Class B [Member]
Preferred stock, par value	0.0001	0.0001	0.0001	0.0001	0.0001	0.0001
Preferred Stock Class C [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001

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Investments (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	May 02, 2014
Share price	$ 0.0015		$ 0.0015
Investment amount	$ 306,220		$ 306,220
Loss on investment
Mobicard Inc [Member]
Number of shares exchanged			210,000,000
Share price					$ 0.0023
Investment amount					$ 483,000
Loss on investment			$ 176,780
Kanab Corp [Member]
Share price	$ 0.0001		$ 0.0001
Number of shares received for services			1,000,000
Preferred Class B [Member]
Number of shares issued			400,000

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Basis of Presentation and Organization (Details Narrative) - TFPC [Member]	Mar. 06, 2019 USD ($)
Ownership percentage	80.00%
Corporate note amount	$ 50,000
Debt interest rate	8.00%

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Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 13 – SUBSEQUENT EVENTS

On November 1, 2019, a third-party lender served us with a civil complaint seeking $283,000.00 in principal, interest and penalties for a loan provided to the Company on or around January 6, 2017 in the amount of $78,750.00. We are currently in discussions with the lender’s counsel to resolve this matter, though there can be no assurances we will be able to negotiate a favorable outcome.

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Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Common stock, no par value
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	1,704,395,805	623,964,144
Common stock, shares outstanding	1,704,395,805	623,964,144
Preferred Class A [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	3,000,000	3,000,000
Preferred stock, shares outstanding	3,000,000	3,000,000
Preferred stock, dividend	1.00%	1.00%
Preferred Class B [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	6,000,000	6,000,000
Preferred stock, shares issued	400,000	0
Preferred stock, shares outstanding	400,000	0
Preferred stock, dividend	1.00%	1.00%
Preferred Class C [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	0
Preferred stock, shares outstanding	1,000,000	0
Preferred stock, dividend	1.00%	1.00%

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Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018
Cash flows provided by (used for) operating activities:
Net income (loss)	$ (7,274)	$ 354,050	$ (1,564,432)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Depreciation			20,274
Amortization of debt discount		244,085	199,713
Amortization of deferred finance costs			12,930
Impairment loss		130,000	74,405
Penalty interest expense on non-related loan payables			514,549
Debt settlement (income) loss		(226,299)	(948)
Issuance of common stock for services		(100)	12,500
Issuance of preferred stock for services			45,000
Derivative liability adjustment	(70,735)	(590,616)	108,091
Interest expense from initial derivative liability			160,386
Loss on investment
Increase (decrease) in assets and liabilities:
Accounts payable		4,751	4,243
Income tax payable			(800)
Accrued expenses		14,301
Tax payable		(2,864)
Deposits			(21,920)
Accrued interest on loans payable			66,081
Net cash used for operating activities		(65,108)	(189,000)
Cash flows provided by (used for) Financing activities
Proceeds from non-related loans		75,190	197,500
Proceeds from sale of common stock
Payments made on revolving line of credit from related party			(8,867)
Net cash provied by (used for) financing activities		75,190	188,633
Net (decrease increase in cash		10,082	(367)
Cash, beginning of period		1	499
Cash, end of period	$ 10,083	10,083	132
Supplemental disclosure of cash flow information
Amortization of deferred finance cost from non-cash transaction			21,730
Common stock issued for debt		28,819	478,527
Debt discount from convertible loan		40,500	88,389
Reclassification of derivative liability		39,852	500,987
Interest paid			$ 33,848

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Convertible Note Payables (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 06, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 06, 2019	Jul. 09, 2019	Mar. 08, 2019
Debt payment percentage	150.00%
Convertible note payables		$ 58,413		$ 58,413
Debt conversion shares issued, value				$ 249,524
Debt conversion shares issued				1,080,431,661
Amortized of debt discount				$ 244,085	$ 199,713
Convertible Note Payables [Member]
Debt conversion shares issued, value				$ 136,733
Debt conversion shares issued				897,783,861
Amortized of debt discount		13,476	$ 58,037	$ 165,846	170,980
Interest expense		$ 13,476	$ 284,999	$ 814,411	$ 839,621
Third Parties [Member]
Debt interest rate		22.00%		22.00%		12.00%	12.00%	12.00%
Third Parties [Member] | Minimum [Member]
Debt interest rate		10.00%		10.00%
Third Parties [Member] | Maximum [Member]
Debt interest rate		12.00%		12.00%

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Revolving Line of Credit- Related Party (Details Narrative)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($) Integer
Cash payments			$ 8,867
Outstanding balance on loan	$ 0	$ 0
Revolving Line of Credit Agreement [Member]
Line of credit amount				$ 100,000
Line of credit interest rate				12.00%
Line of credit due date				Dec. 31, 2018
Percentage of debt discount lowest trading price				50.00%
Debt discount lowest trading days | Integer				15

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 – COMMITMENTS AND CONTINGENCIES

Industrial Lease

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 was for three years and cost $2,200 per month. The lease expired on April 30, 2017 and the Company was on a month to month lease thereafter. The lease was terminated as of June 30, 2018.

Rent expense amounted to $0 and $0 for the three-month periods ended September 30, 2019 and 2018, respectively. Rent expenses amounted to $0 and $13,400 for the six-month periods ended September 30, 2019 and 2018, respectively.

Aoxin License Agreement

Pursuant to a 2012 license agreement and 2017 amendment executed between the Company and Aoxin, in order to maintain exclusive rights for the United States (US), the Company was required to purchase and sell certain amount of e-Go 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 e-Go. As part of the license agreement, the Company was committed to pay expenses related to any required airbag testing procedures.

Aoxin has been unable to procure a license to design, test and manufacture e-Go vehicles in China. Additionally, our representatives in China have been told by Aoxin that any such agreement and amendment has expired. Given these circumstances, during the three-month period ended March 31, 2018, we wrote down the value of the Aoxin license to $0 and associated vehicle deposits were fully impaired during the fourth quarter of 2018. During the three months ended June 30, 2019, based on failure to perform including a lack of a license to manufacture and export electric vehicles under our Agreement with them, we terminated all discussions and agreements with Aoxin Motors.

Legal Proceedings

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. A third-party lender, Auctus Fund, LLC, served the Company notice of a civil lawsuit on November 1, 2019 seeking principal, interest and penalties of $283,000.00 related to a loan provided to the Company on or around January 6, 2017. Management is in discussions with Auctus Fund’s counsel and working to resolve the matter amicably, though there can be no assurances.

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Vehicle Deposits

9 Months Ended

Sep. 30, 2019

Deposits [Abstract]

Vehicle Deposits

Note 5 – VEHICLE DEPOSITS

Based on recent conversations with Aoxin and former management, we took an impairment charge for the vehicle deposit of $24,405.00 and wrote this asset down to $0 in the fourth quarter of 2018. Further, during the three-month period ended June 30, 2019, we terminated all discussions and agreements with Aoxin Motors and exited the market for importation of electric vehicles from China.