Consolidated SEC Viewer Rendering


Document and Entity Information

v3.10.0.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2018
Apr. 01, 2019
Jun. 30, 2018
Details      
Registrant Name LAS VEGAS XPRESS, INC.    
Registrant CIK 0001697935    
SEC Form 10-K    
Period End date Dec. 31, 2018    
Fiscal Year End --12-31    
Trading Symbol lvxi    
Tax Identification Number (TIN) 880203182    
Number of common stock shares outstanding   2,665,799,068  
Public Float     $ 1,165,297
Filer Category Non-accelerated Filer    
Current with reporting Yes    
Voluntary filer No    
Well-known Seasoned Issuer No    
Shell Company false    
Small Business true    
Emerging Growth Company true    
Ex Transition Period false    
Amendment Flag false    
Document Fiscal Year Focus 2018    
Document Fiscal Period Focus FY    
Entity Incorporation, State Country Name Nevada    
Entity Address, Address Line One 9480 South Eastern Ave    
Entity Address, Address Line Two Suite 205    
Entity Address, City or Town Las Vegas    
Entity Address, State or Province NV    
Entity Address, Postal Zip Code 89123    
City Area Code 702    
Local Phone Number 583-6715    

Balance Sheets

v3.10.0.1
Balance Sheets - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Current assets    
Cash $ 3,088 $ 56,983
Deposits 0 235
Total current assets 3,088 57,218
Property and equipment, net 0 125,000
Total assets 3,088 182,218
Current liabilities    
Accounts payable 57,037 44,117
Accrued expenses 2,151,867 305,961
Unearned revenue 1,516 3,042
Notes payable to related parties 490,963 379,153
Notes payable 2,969 0
Convertible notes payable (net of debt discount of $65,001 and $324,121, respectively) 399,111 45,779
Derivative liability 336,825 1,787,063
Total current liabilities 3,440,288 2,565,115
Total liabilities 3,440,288 2,565,115
Stockholders' equity (deficit)    
Preferred Stock 1 1
Common Stock 7,423 1
Additional paid-in capital 19,375,323 12,968,634
Accumulated (deficit) (22,819,948) (15,351,533)
Total stockholders' equity (deficit) (3,437,201) (2,382,897)
Total liabilities and stockholders' equity (deficit) $ 3,088 $ 182,218

Balance Sheets - Parenthetical

v3.10.0.1
Balance Sheets - Parenthetical - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Details    
Debt Instrument, Unamortized Discount $ 65,001 $ 324,121
Preferred Stock, Par or Stated Value Per Share $ 0.00001 $ 0.00001
Preferred Stock, Shares Authorized 2,011,000 2,011,000
Preferred Stock, Shares Issued 98,800 98,800
Preferred Stock, Shares Outstanding 98,800 98,800
Common Stock, Par or Stated Value Per Share $ 0.00001 $ 0.00001
Common Stock, Shares Authorized 10,000,000,000 10,000,000,000
Common Stock, Shares, Issued 742,331,965 118,049
Common Stock, Shares, Outstanding 742,331,965 118,049

Statement of Operations

v3.10.0.1
Statement of Operations - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Details    
Revenues $ 13,145 $ 52,354
Cost of sales (8,754) (61,638)
Gross profit (loss) 4,391 (9,284)
Operating Expenses:    
Compensation and payroll taxes 5,715,918 3,578,749
Selling, general and administrative 347,095 374,970
Professional fees 987,017 899,983
Total expenses 7,050,030 4,853,702
Loss from operations (7,045,639) (4,862,986)
Other Nonoperating Income (Expense)    
Excess derivative liability expense (518,786) 0
Interest expense 0 (627,270)
Interest expense (958,799) (1,185,989)
Gain (loss) on change in derivative liability 1,054,988 (707,127)
Total other income (expense) (422,596) (2,520,386)
Net income (loss) from operations before provision for income taxes (7,468,415) (7,385,372)
Provision for income taxes 0 0
Net income (loss) $ (7,468,415) $ (7,385,372)
Net income (loss) per share, basic and diluted $ (0.056) $ (126.30)
Weighted average number of common shares outstanding, basic and diluted 132,796,729 58,457

Statements of Shareholders' Equity

v3.10.0.1
Statements of Shareholders' Equity - USD ($)
Common Stock
Preferred Stock
Additional Paid-in Capital
Retained Earnings
Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2016 $ 0 $ 1 $ 8,286,593 $ (7,966,161) $ 320,434
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 41,671 98,798      
Stock issued for services $ 0 $ 0 280,150 0 280,150
Stock issued for services - shares 3,292        
Stock issued for notes and interest conversion $ 0 0 672,952 0 672,952
Stock issued for notes and interest conversion - shares 16,037        
Stock issued for cash and warrants $ 0 0 498,940 0 498,940
Stock issued for cash and warrants - shares 3,436        
Stock issued for warrant exercise $ 0 0 180,000 0 180,000
Stock issued for warrant exercise - shares 240        
Stock issued for shares exchange $ 0 0 0   0
Stock issued for shares exchange - shares 377        
Stock issued for compensation $ 1 $ 0 3,049,999   3,050,000
Stock issued for compensation - shares 53,000 4      
Stock cancelled $ 0 $ 0 0 0 0
Stock cancelled - shares (3) (2)      
Net Income (Loss) $ 0 $ 0 0 (7,385,372) (7,385,372)
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2017 $ 1 $ 1 12,967,731 (15,351,532) (2,382,897)
Shares, Outstanding, Ending Balance at Dec. 31, 2017 118,802 98,800      
Stock issued for cash $ 1 $ 0 52,999 0 53,000
Stock issued for cash - shares 53,000        
Stock issued for services $ 700 0 409,300 0 410,000
Stock issued for services - shares 70,025,000        
Stock issued for notes and interest conversion $ 314 0 395,773 0 396,087
Stock issued for notes and interest conversion - shares 31,365,546        
Stock issued for compensation $ 6,408 0 5,149,520 0 5,155,928
Stock issued for compensation - shares 640,769,617        
Warrants Expense $ 0   400,000 0 400,000
Stock split adjustment $ 0     0 0
Stock Issued During Period, Shares, Reverse Stock Splits 0        
Net Income (Loss) $ 0 0 0 (7,468,415) (7,468,415)
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2018 $ 7,423 $ 1 $ 19,375,323 $ (22,819,947) $ (3,437,201)
Shares, Outstanding, Ending Balance at Dec. 31, 2018 742,331,965 98,800      

Statements of Cash Flows

v3.10.0.1
Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Net Cash Provided by (Used in) Operating Activities    
Net Income (Loss) $ (7,468,415) $ (7,385,372)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities    
Amortization of Debt Discount (Premium) 548,110 48,047
Stock Issued During Period, Value, Issued for Services 410,000 280,150
Common stock issued for compensation 5,155,928 3,050,000
Change in value of derivative liability related to convertible note payable (1,969,024) 1,069,322
Change in excess of derivative liability 229,796 707,127
Loss on impairments of assets 125,000 629,270
Warrant expense 795,183 0
Changes in operating assets and liabilities:    
Increase (Decrease) in Accounts Payable and Accrued Liabilities 1,858,827 351,280
Increase (Decrease) in Deferred Revenue (1,526) 3,042
Increase (Decrease) in Deposits 235 (235)
Net cash used in operating activities (315,886) (1,247,369)
Net Cash Provided by (Used in) Investing Activities    
Purchases of property and equipment 0 0
Net Cash Provided by (Used in) Investing Activities 0 0
Net Cash Provided by (Used in) Financing Activities    
Repayments on convertible notes payable (158,404) 0
Proceeds from convertible notes payable 252,616 369,900
Repayments on related party notes payable (47,350) (30,328)
Proceeds from related party notes payable 159,160 83,672
Repayments on notes payable 2,969 0
Proceeds from exercise of warrant 0 180,000
Proceeds from stock purchases 53,000 498,940
Net Cash Provided by (Used in) Financing Activities 261,991 1,102,184
Cash and Cash Equivalents, Period Increase (Decrease) (53,895) (145,185)
Cash and Cash Equivalents, at Carrying Value, Beginning Balance 56,983 202,169
Cash and Cash Equivalents, at Carrying Value, Ending Balance 3,088 56,983
Supplemental Cash Flow Information    
Interest Paid, Including Capitalized Interest, Operating and Investing Activities 0 0
Income Taxes Paid, Net 0 0
Supplemental disclosure of non-cash investing and financing transactions:    
Conversion of notes payable and accrued interest to capital 396,087 672,952
Debt discount on convertible notes $ 455,536 $ 372,168

(1) Organization and Basis of Presentation

v3.10.0.1
(1) Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2018
Notes  
(1) Organization and Basis of Presentation

(1)  Description of Business:

 

Las Vegas Xpress, Inc. is a Nevada corporation, originally formed as a Utah corporation under the name State Cycle, Inc. on August 7, 1974. We moved the corporation to the state of Nevada and changed our name to X Rail Enterprises, Inc. on November 5, 2015, at which time our primary business changed from mining to rail transportation, passenger excursions, rail car construction and rail related operations and services. Effective November 4, 2017, we changed our name to Las Vegas Xpress, Inc.

 

Las Vegas Xpress, Inc. is in the specialty passenger train business and has three operating divisions, The X Train, which will be an excursion railroad between metropolitan areas and resort/casino destinations, X Wine Railroads, which is a rail excursion from metropolitan areas to wine regions, and Club X Train, a riders’ membership club for X Train customers.


(2) Summary of Significant Accounting Policies

v3.10.0.1
(2) Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2018
Notes  
(2) Summary of Significant Accounting Policies

(2)  Summary of Significant Accounting Policies:

 

Basis of Financial Statement Presentation:

 

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). 

 

Going Concern:

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has net losses of $7,468,415 for the year ended December 31, 2018.  The Company also has an accumulated deficit of $22,819,948, and a negative working capital of $3,437,200 as of December 31, 2018, as well as outstanding convertible notes payable of $464,112, before debt discount of $65,001 and accrued interest of $1,020,804.  Management believes that it will need additional equity or debt financing to be able to implement its business plan.  Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

 

Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability.  The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

 

The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Revenue Recognition:

 

Revenues are recognized based on accrual accounting in accordance with ASC 606. “Revenues from Contracts with Customers”. The Company recognizes revenues when earned, regardless of the timing of cash receipts. The revenues are considered earned when the Company has met its obligation to be entitled to the benefits represented by the revenue. All deposits or advance payments for future months are classified as unearned revenues and are recognized as revenue only when the revenue producing event has occurred.

 

Risks and Uncertainties:

 

The Company operates in an industry that is subject to intense competition and potential government regulations.  Significant changes in regulations and the inability of the Company to establish contracts with rail services providers could have a materially adverse impact on the Company’s operations.

 

Use of Estimates:

 

The preparation of financial statements in conformity with GAAP requires management to make 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 reported periods.  Amounts could materially change in the future. 

 

Cash and Cash Equivalents:

 

The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents.

 

Property and Equipment:

 

Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service.  The Company expenses all purchases of equipment with individual costs of under $500, and these amounts are not material to the financial statements. As of December 31, 2018, we wrote off the rail cars on the balance sheet at $125,000 with no accumulated depreciation. The rail cars require substantial investment to retrofit and are not going to be in service in the nearest future.

 

Long-Lived Assets:

 

In accordance with FASB ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.  The Company’s management believes there has been no impairment of its long-lived assets during the years ended December 31, 2018, or 2017.  There can be no assurance, however, that market conditions will not change or demand for the Company’s business model will continue.  Either of these could result in future impairment of long-lived assets.   

 

Basic and Diluted Loss Per Share:

 

In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per common share is computed by dividing the net loss available to common stockholders after preferred stock dividends, by the weighted average common shares outstanding during the period.  Diluted earnings per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock.  Common stock equivalents have not been included in the diluted earnings per share computation for the years ended December 31, 2018 and 2017 as the amounts are anti-dilutive.  As of December 31, 2018 and 2017, the Company had no outstanding options.  As of December 31, 2018 and 2017, the Company also had convertible debt that is convertible into 17,764,992 and 7,834 shares, respectively, of common stock which was excluded from the computation.  As of December 31, 2018 and 2017, the Company had 3,426 and 2,996 outstanding warrants, respectively, which were also excluded from the computation because they were anti-dilutive.

 

Income Taxes:

 

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

 

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits.  As of December 31, 2018, and December 31, 2017, the Company has not established a liability for uncertain tax positions.

 

Share Based Payment:

 

The Company issues stock, options and warrants as share-based compensation to employees and non-employees.

 

The Company accounts for its share-based compensation to employees in accordance FASB ASC 718.  Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. 

 

The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated and the percentage of completion is applied to that estimate to determine the cumulative expense recorded.

 

Derivative Liabilities:

 

The Company has certain embedded conversion options in notes payable with elements that qualify as derivatives. The Company values these embedded conversion options in notes payable using the Black Scholes model.  The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations (see Note 7).

 

Fair Value of Financial Instruments:

 

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, notes payable and derivative liabilities.  Derivative liabilities are recorded at fair value.  The principal balance of notes payable approximates fair value because current interest rates and terms offered to the Company for similar debt are substantially the same.

 

FASB ASC 820 defines fair value, establishes a framework for measuring fair value, in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

 

Level 1. Observable inputs such as quoted prices in active markets;

 

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.


(3) Property and Equipment

v3.10.0.1
(3) Property and Equipment
12 Months Ended
Dec. 31, 2018
Notes  
(3) Property and Equipment

(3)  Property and Equipment:

 

Property and equipment consisted of the following as of December 31, 2018 and 2017:

 

 

 

 

December 31,

 

 

December 31,

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

Rail cars (not in service)

$

                        -

 

$

       125,000

Less: accumulated depreciation

 

                        -

 

 

                   -

 

 

 

 

 

 

 

$

                        -

 

$

       125,000

 

The Company write off rail cars as of December, 31, 2018, as there was not plans of putting the cars into operation in the nearest future indicators of impairment exist for the recorded assets.


(4) Related Party Notes Payable

v3.10.0.1
(4) Related Party Notes Payable
12 Months Ended
Dec. 31, 2018
Notes  
(4) Related Party Notes Payable

A summary of outstanding notes payable is as follows:

 

 

 

 

 

December 31,

 

 

 

December 31,

 

 

 

2018

 

 

 

2017

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

$

           41,810

 

 

$

         49,910

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

           24,101

 

 

 

          39,101

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

           53,994

 

 

 

         74,044

 

 

 

 

 

 

 

 

 Promissory note,  dated  September 30, 2015, bearing no interest, 

 

 

 

 

 

 

 

  payable on demand

 

 

         308,814

 

 

 

       154,998

 

 

 

 

 

 

 

 

  Promissory note,  dated  September 30, 2017, bearing 10% interest, 

 

 

 

 

 

 

 

  payable on demand

 

 

           59,044

 

 

 

          53,700

 

 

 

 

 

 

 

 

  Promissory note,  dated  September 30, 2017, bearing 10% interest, 

 

 

 

 

 

 

 

  payable on demand

 

 

            3,200

 

 

 

           7,400

 

 

 

 

 

 

 

 

 

 

$

 $     490,963

 

 

$

        379,153


(5) Convertible Notes Payable

v3.10.0.1
(5) Convertible Notes Payable
12 Months Ended
Dec. 31, 2018
Notes  
(5) Convertible Notes Payable:

(5)  Convertible Notes Payable:

 

A description of outstanding convertible notes payable is as follows:

 

East Shore Equities LLC

On June 2, 2017, the Company entered into a convertible note agreement with East Shore Equities LLC for total principal borrowings of $19,100.  The amounts are due on June 2, 2018, and bear interest at a rate of 4% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 60% of the average of the lowest closing trading price during the 45 trading day period prior to the conversion election date. The interest expense for the year ended December 31, 2018 is $1,209 and $445 for 2017.

 

Cardio Infrared Technologies, Inc.

On September 30, 2017, the Company entered into a convertible note agreement with Cardio Infrared Technologies, Inc. for total principal borrowings of $49,800.  The amounts are due on demand, and bear interest at a rate of 10% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 65% of the average of the lowest trading price during the 20 trading day period prior to the conversion election date.  The balance of the note was $12,000 as of December 31, 2018. The interest expense for the year ended December 31, 2018 is $302 and $1,028 for 2017 and the derivative liability of $3,231 as of December 31, 2018.

 

EMA Financial, LLC

On November 27, 2017, we entered into a securities purchase agreement (the “November 2017 Purchase Agreement”), dated as of November 27, 2017 (the “Closing Date”), with EMA Financial, LLC (the “Investor”) pursuant to which the Investor purchased an aggregate principal amount of $85,000 of Convertible Notes for an aggregate purchase price of $79,990 (the “November 2017 Notes”). The November 2017 Notes 12% original issue discount. Net proceeds from the sale of the November 2017 Notes were $76,500, which have been used for general corporate purposes.

 

The November 2017 Notes bear interest at a rate of 12.0% per annum, payable in arrears on the maturity date of November 27, 2018 (the “Maturity Date”). The note is currently in default and the interest rate is increased to 24% per annum. The November 2017 Notes are convertible into shares of Common Stock, as of the earlier of June 1, 2018 or the effectiveness of a registration statement to register the resale of the shares of Common Stock issuable upon conversion of the November 2017 Notes (the “Registration Statement”), at a conversion price equal to the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 50% of either the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days including and immediately preceding the Conversion Date, or the closing bid price, whichever is lower (“Conversion Date”).

 

The interest expense for the year ended December 31, 2018 is $2,174 and $950 for 2017. The derivative liability is $49,982 as of December 31, 2018.

 

Auctus Fund, LLC

On December 20, 2017, the Company entered into a convertible note agreement with Auctus Fund, LLC for total principal borrowings of $112,000.  The amounts are due nine months after the issuance of the note on September 20, 2018, and bear interest at a rate of 12% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 50% of the lowest closing trading price during the 25 trading day period prior to the conversion election date.  The interest expense for the year ended December 31, 2018 is $13,846 and $405 for 2017. The derivative liability is $56,000 as of December 31, 2018.

 

L2 Capital, LLC

On April 17, 2018, the Company entered into a convertible note agreement with L2 Capital, LLC for total principal borrowings of $75,000.  The amounts are due six months after the issuance of the note on October 17, 2018, and bear interest at a rate of 8% per annum. The note is currently in default and the interest rate is increased to 24% per annum. This note is being issued by the borrower to the holder as a commitment fee, pursuant to that certain $2,000,000 equity purchase agreement. At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to $15.  The interest expense for the year ended December 31, 2018 is $4,241 and $0 for 2017.

 

Albee There Too

On April 20, 2018, the Company entered into a convertible note agreement with Albee There Too, LP for total principal borrowings of $50,000.  The amounts are due twelve months after the issuance of the note on April 19, 2019, and bear interest at a rate of 12% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 50% of the average closing trading price during the 10 trading day period prior to the conversion election date.  The unamortized portion of debt as of December 31, 2018 is $34,931with day-one discount of $50,000 and the interest expense for the year ended December 31, 2018 is $4,191 and $0 for 2017. The derivative liability is $105,287 as of December 31, 2018.

 

BGR Government Affairs, LLC

On April 30, 2018, the Company entered into a convertible note agreement with BGR Government Affairs, LLC for total principal borrowings of $50,000.  The amounts are due twelve months after the issuance of the note on April 30, 2019, and bear interest at a rate of 12% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 50% of the average closing trading price during the 10 trading day period prior to the conversion election date.  The unamortized portion of debt as of December 31, 2018 is $33,562 with the day-one discount of $50,000 and the interest expense for the year ended December 31, 2018 is $4,027 and $0 for 2017. The derivative liability is $62,992 as of December 31, 2018.

 

GPL Ventures LLC

On January 5, 2018, the Company entered into a convertible note agreement with GPL Ventures LLC for total principal borrowings of $150,000.  The amounts are due six months after the issuance of the note on July 5, 2018, and bear interest at a rate of 10% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 75% of the average of the five lowest closing trading prices during the 10 trading day period prior to the conversion election date.  On November 16, 2018, GPL converted $112,384 of the note and $12,616 of accrued interest into 4,306,632 shares of common stock. The interest expense for the year ended December 31, 2018 is $564 and $0 for 2017. The derivative liability is $7,941 as of December 31, 2018.

 

Power Up Lending Group LTD 

On November 14, 2018, the Company entered into a convertible note agreement with Power Up Lending Group LTD for total principal borrowings of $40,000.  The amounts are due nine months after the issuance of the note on August 30, 2019, and bear interest at a rate of 14% per annum.  At the option of the debt holder, beginning 180 days after the issuance of the note, the debt holder may convert the outstanding balance of the Note into shares of the Company’s common stock at a conversion rate equal to 55% of the lowest closing trading price during the 25 trading day period prior to the conversion election date.  The unamortized portion of debt as of December 31, 2018 is $13,479 with day-one discount of $26,521 and the interest expense for the year ended December 31, 2018 is $721 and $0 for 2017. The derivative liability is $77,576 as of December 31, 2018.

 

The following summarizes the book value of the convertible notes payable outstanding as of December 31, 2018 and December 31, 2017:

 

 

 

 

December 31,

 

 

 

December 31,

 

 

 

2018

 

 

 

2017

 

 

 

 

 

 

 

 

 Promissory note,  dated  June 2, 2017, bearing interest 

 

 

 

 

 

 

 

 of 4% annually, payable within a year, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 40% of the lowest   

 

 

 

 

 

 

 

 traded price of the common stock during 45 trading days  

 

 

 

 

 

 

 

prior to the conversion date.

 

 

             19,100

 

 

 

          19,100

 

 

 

 

 

 

 

 

  Promissory note,  dated  September 30, 2017, bearing 10% interest, 

 

 

 

 

 

 

 

  payable on demand, convertible to common stock  at the discount 

 

 

 

 

 

 

 

 of 35% of the lowest traded price of the common stock during 20

 

 

 

 

 

 

 

trading days prior to the conversion

 

 

            12,000

 

 

 

          40,800

 

 

 

 

 

 

 

 

 Promissory note,  dated  November 1, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on August 10, 2018, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 42% of the lowest   

 

 

 

 

 

 

 

 two traded prices of the common stock during the 15 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

                     -  

 

 

 

          45,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  November 27, 2017, with principal amount 

 

 

 

 

 

 

 

  of $85,000 and aggregate purchase price of $79,900 , bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable within a year, convertible to common stock 

 

 

 

 

 

 

 

 at the conversion price equal to the lower of (i) the closing sale price 

 

 

 

 

 

 

 

 of the common stock on the principal market on the trading day 

 

 

 

 

 

 

 

 immediately preceding the closing date, and (ii) 50% of either the

 

 

 

 

 

 

 

 lowest sale price for the common stock during the 20 consecutive

 

 

 

 

 

 

 

trading days including and immediately preceding  the conversion date

 

 

            68,396

 

 

 

         85,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 18, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable within a year convertible at a conversion

 

 

 

 

 

 

 

  rate equal to 50% of the lowest of: (i) the lowest trading price during 

 

 

 

 

 

 

 

 the twenty trading days prior to the conversion, or (ii) the lowest  

 

 

 

 

 

 

 

trading price during the 20 trading days preceding the date of this note

 

 

                    -  

 

 

 

         40,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 20, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on September 20, 2018, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 50% of the lowest   

 

 

 

 

 

 

 

 two traded prices of the common stock during the 25 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

          112,000

 

 

 

       112,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 21, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on September 30, 2018, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 49% of the lowest   

 

 

 

 

 

 

 

 two traded prices of the common stock during the 30 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

                     -  

 

 

 

         28,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  April 17, 2018, bearing interest 

 

 

 

 

 

 

 

 of 8% annually, payable on October 17, 2019, convertible to 

 

 

 

 

 

 

 

common stock at $15

 

 

            75,000

 

 

 

                  -

 

 

 

 

 

 

 

 

 Promissory note,  dated  April 20, 2018, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on April 20, 2019, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 50% of the average   

 

 

 

 

 

 

 

 closing bid of the common stock during the 10 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

            50,000

 

 

 

                  -

 

 

 

 

 

 

 

 

 Promissory note,  dated  April 30, 2018, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on April 30, 2019, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 50% of the average   

 

 

 

 

 

 

 

 closing bid of the common stock during the 10 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

            50,000

 

 

 

                  -

 

 

 

 

 

 

 

 

 Promissory note,  dated  January 5, 2018, bearing interest 

 

 

 

 

 

 

 

 of 10% annually, payable on July 5, 2018, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 25% of the average of 5 lowest   

 

 

 

 

 

 

 

 traded prices of the common stock during the 10 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

            37,616

 

 

 

                   -  

 

 

 

 

 

 

 

 

 Promissory note,  dated  November 14, 2018, bearing interest 

 

 

 

 

 

 

 

 of 14% annually, payable on August 30, 2019, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 45% of the one lowest   

 

 

 

 

 

 

 

 traded price of the common stock during the 25 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

            40,000

 

 

 

                   -  

 

 

 

 

 

 

 

 

Convertible notes before debt discount

 

 

             464,112

 

 

 

          369,900

 

 

 

 

 

 

 

 

Less debt discount

 

 

             (65,001)

 

 

 

        (324,121)

 

 

 

 

 

 

 

 

Total outstanding convertible notes payable 

 

 $

           399,111

 

 

$

          45,779


(6) Commitments and Contingencies

v3.10.0.1
(6) Commitments and Contingencies
12 Months Ended
Dec. 31, 2018
Notes  
(6) Commitments and Contingencies:

(6)  Commitments and Contingencies:

 

Operating Leases

 

The Company leases its facilities under a rental agreement that expires on February 28, 2020.  The rental agreement includes common area maintenance, property taxes and insurance.  

 

Future annual minimum payments under these operating leases are as follows:

 

Years ended

 

 

 

 

 

 

 

December 31, 2019

 

             29,640

December 31, 2020

 

               5,928

Total

 

$

             35,568

 

Rental expense under operating leases for the years ended December 31, 2018 and 2017 was $39,618 and $52,954, respectively.

 

Litigation

 

We are not party to any material legal proceedings.


(7) Derivative Instruments

v3.10.0.1
(7) Derivative Instruments
12 Months Ended
Dec. 31, 2018
Notes  
(7) Derivative Instruments

(7)  Derivative Instruments:

 

The Company has certain notes payable with elements that qualify as derivatives. The notes payable had a variable conversion feature that similarly prevented the calculation of the number of shares into which they were convertible.

 

The derivative liability, as it relates to the different instruments, is shown in the following table:

 

 

 

 

Year Ended December 31, 2018

 

 

Year Ended December 31, 2017

 

 

 Conversion Feature

 

 

 

 Conversion Feature

 

 

 of

 

 

 

 of

 

 

 Notes Payable

 

 

 

 Notes Payable

 

 

 

 

 

 

 

Beginning balance, January 1

 

                                 1,787,063

 

 

 

                                                     -  

Additional issuances

 

                                    288,990

 

 

 

                                        1,079,936

Change in value of derivative liability

 

                                  (1,969,024)

 

 

 

-  

Excess derivative liability expense

 

                                    229,796

 

 

 

                                                     707,127  

Ending balance

 

$                              336,825

 

 

 

$                                     1,787,063

 

The derivative liability was valued using the Black-Scholes method with the following inputs:

 

 

 Year Ended

 

 December 31, 2018

 

 

Expected life in years

 0.1 - 0.66 years

Stock price volatility

 521.4% - 1,169.3%

Discount rate

0.12%

Expected dividends

 None

Forfeiture rate

0%

 


(8) Equity

v3.10.0.1
(8) Equity
12 Months Ended
Dec. 31, 2018
Notes  
(8) Equity:

(8)  Equity:

 

Common Stock

 

The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share converted into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C class (each share is not convertible and has voting rights equal to four time the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding.  The increase in authorized shares of common stock from 500,000,000 to 1,000,000,000 was approved by the shareholders and Board of Directors on September 27, 2017. The increase from 1,000,000,000 to 3,000,000,000 shares was effective December 12, 2017, the increase from 3,000,000,000 to 5,000,000,000 shares was effective March 21, 2018 and the increase from 5,000,000,000 to 10,000,000,000 was effective May 17, 2018.

 

On November 20, 2016, the Company effected a reverse stock split, on a 1000 to 1 basis, which has been retroactively applied to the financial statements to the earliest period presented.

 

As of September 17, 2018, a reverse stock split in the ratio 5,000 for 1 share and the name change from X Rail Entertainment, Inc. to Las Vegas Xpress, Inc. was effective.

 

Holders of the Company's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company's common stock representing a majority of the voting power of the Company's capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company's outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company's certificate of incorporation.

 

Holders of the Company's common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company's common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company's common stock.

 

During the year ended December 31, 2018, the Company issued an aggregate of 31,365,546 shares of common stock for the conversion of $396,087 in convertible notes payable and associated interest.  During the year ended December 31, 2017, the Company issued an aggregate of 16,037 shares of common stock for the conversion of $672,952 of convertible notes and associated interest at the rate of $0.01 per share.

 

During the year ended December 31, 2018, the Company issued an aggregate of 640,769,617 shares of common stock as directors’ and employee compensation for a total of $5,155,928 in compensation.   During the year ended December 31, 2017, the Company issued 53,000 shares of common stock as employee and directors’ compensation for a total of $3,050,000. 

 

During the years ended December 31, 2018 and 2017, the Company issued 0 and 240 shares of common stock, respectively, for the exercise of warrants.  

 

During the year ended December 31, 2018, the Company sold an aggregate total of 53,000 shares of common stock for total proceeds of $53,000.  During the year ended December 31, 2017, the Company issued an aggregate 3,436 shares of common stock for total proceeds of $498,940.

 

During the year ended December 31, 2018 and 2017, the Company issued 70,025,000 and 3,292 shares of common stock for the services, respectively.

 

During the year ended December 31, 2018 and 2017, the Company issued 0 and 377 shares of common stock for share exchange with certain shareholders of Las Vegas Railway Express, Inc. (LVRE), respectively, as additional consideration for the acquisition of certain rights, rail cars and other assets. The assets acquired were valued at historical cost to Las Vegas Railway Express, Inc., as a non-cash transaction between related parties.

 

Warrants

 

During the year ended December 31, 2018, the Company issued 430 warrants in connection with the convertible notes issued in April 2018 to BGR Government Affairs and L2 Capital, LLC. The warrants were valued at the market price on issuance day. During the year ended December 31, 2017, the Company issued 1,436 shares of common stock valued at $128,486 in warrants which were issued in connection with stock purchase agreements and included in proceeds from issuance common shares and warrants.

 

The following summarizes the Company's warrant activity during the years ended December 31, 2018 and 2017:

               

 

 

 

 

Warrants

Outstanding - December 31, 2016

 

                   1,800

 

 

 

 

 

Granted

 

 

 

                   1,436

Exercised

 

 

 

                    (240)

Cancelled

 

 

 

                         -  

Outstanding - December 31, 2017

 

                   2,996

 

 

 

 

 

Granted

 

 

 

                      430

Exercised

 

 

 

                         -  

Cancelled

 

 

 

                         -  

Outstanding - December 31, 2018

 

                   3,426

 

Variables

 

Values

Stock price

 

$0.1000

Exercise Price

 

$580.10

Term

 

1.16-2.33 years

Risk Free Rate

 

0.25%

Volatility

 

903.2% - 678.3%

 


(10) Income Taxes

v3.10.0.1
(10) Income Taxes
12 Months Ended
Dec. 31, 2018
Notes  
(10) Income Taxes:

(9)  Income Taxes:

 

The Company accounts for income taxes under FASB ASC 740 "Income Taxes."  Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

 

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Reform Act”) was signed into law by President Trump. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted.

 

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of December 31, 2018 and 2017, the Company has not established a liability for uncertain tax positions.

 

Any uncertain tax positions would be related to tax years that remain open and subject to examination by the relevant tax authorities.  The Company has no liabilities related to uncertain tax positions or unrecognized benefits as of the year end December 31, 2018 or 2017.  The Company has not accrued for interest or penalties associated with unrecognized tax liabilities.

 

As of December 31, 2017, the Company had net operating loss carry forwards of approximately $7.6 million, which may be available to offset future taxable income for tax purposes.  This carry forward may be limited upon the ownership change under IRC Section 382.

 

The Components of the deferred tax asset at December 31, 2018 and 2017 are as follows:

 

2018

 

2017

Net Operating loss carry forward

 $           1,205,000

 

 $       1,346,000

 

 

 

 

Derivative expense

                           -  

 

             375,000

 

 

 

 

Total

              1,205,000

 

          1,721,000

 

 

 

 

Valuation allowance

             (1,205,000)

 

         (1,721,000)

 

 

 

 

Total Deferred tax asset

 $                        -  

 

 $                    -  

 

A reconciliation of the effective Federal tax expense to the amount derived by applying the Federal Statutory rate to pretax loss for 2018:    

 

Pretax loss at Federal Statutory rate of 21%

$             2,615,000

 

 

Non-deductable differences (stock based compensation)

(1,082,745)

 

 

Change in valuation allowance

(983,105)

 

 

Effect of change in federal tax rates due to newly enacted tax statues

(549,150)

 

 

Net tax expense (benefit)

 $                          -  

 

A reconciliation of the effective Federal tax expense to the amount derived by applying the Federal statutory rates to pretax loss for 2017:

 

Pretax loss at Federal Statutory rate of 35%

 $             2,585,000

 

 

Non-deductable differences (stock based compensation)

(1,166,000)

 

 

Change in valuation allowance

(851,000)

 

 

Effect of change in federal tax rates due to newly enacted tax statues

(568,000)

 

 

Net tax expense (benefit)

 $                          -  

 

The following tax years are open for examination by the Internal Revenue Service: 2015-2018.

 


(11) Related-party Transactions

v3.10.0.1
(11) Related-party Transactions
12 Months Ended
Dec. 31, 2018
Notes  
(11) Related-party Transactions:

(11)  Related-Party Transactions:

 

Michael A. Barron, the CEO of the Company, is a 100% owner and President of Allegheny Nevada Holdings Corporation, “Allegheny”.  The Company was indebted to Allegheny by certain promissory notes with 10% monthly interest.   As of December 31, 2018, the balance of the note dated December 15, 2015 was $24,101 and the note dated September 30, 2017 was $59,044.

 

Dianne David, the Company’s Director -Sales, is the spouse of the CEO, Michael A. Barron and as of December 15, 2015 holds a promissory note with 10% monthly interest and as of December 31, 2018 the principal balance is $53,994. 

 

Wanda Witoslawski, the CFO of the Company, holds a promissory note dated December 15, 2015 of $49,910 and promissory note dated September 30, 2017 of $18,400. The balances as of December 31, 2018 are $41,810 and $3,200, respectively.

 

Las Vegas Railway Express, Inc. holds promissory note with no interest, payable on demand. Balance as of December 31, 2018 was $308,814.


(12) Subsequent Events

v3.10.0.1
(12) Subsequent Events
12 Months Ended
Dec. 31, 2018
Notes  
(12) Subsequent Events

(12)  Subsequent Events

 

During the three months ended March 31, 2019, the Company issued 1,025,758,503 shares of common stock for conversion of promissory notes and interest in the amount of $120,525.

 

On March 26, 2018, the Company issued 775,000,000 shares of common stock for compensation.

 

In April 2019, the Company issued 120,708,600 shares of common stock for conversion of promissory note in the amount of $4,908.


(2) Summary of Significant Accounting Policies: Going Concern (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Going Concern (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Going Concern:

Going Concern:

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has net losses of $7,468,415 for the year ended December 31, 2018.  The Company also has an accumulated deficit of $22,819,948, and a negative working capital of $3,437,200 as of December 31, 2018, as well as outstanding convertible notes payable of $464,112, before debt discount of $65,001 and accrued interest of $1,020,804.  Management believes that it will need additional equity or debt financing to be able to implement its business plan.  Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

 

Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability.  The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

 

The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


(2) Summary of Significant Accounting Policies: Revenue Recognition (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Revenue Recognition (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Revenue Recognition:

Revenue Recognition:

 

Revenues are recognized based on accrual accounting in accordance with ASC 606. “Revenues from Contracts with Customers”. The Company recognizes revenues when earned, regardless of the timing of cash receipts. The revenues are considered earned when the Company has met its obligation to be entitled to the benefits represented by the revenue. All deposits or advance payments for future months are classified as unearned revenues and are recognized as revenue only when the revenue producing event has occurred.


(2) Summary of Significant Accounting Policies: Risks and Uncertainties (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Risks and Uncertainties (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Risks and Uncertainties

Risks and Uncertainties:

 

The Company operates in an industry that is subject to intense competition and potential government regulations.  Significant changes in regulations and the inability of the Company to establish contracts with rail services providers could have a materially adverse impact on the Company’s operations.


(2) Summary of Significant Accounting Policies: Use of Estimates (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Use of Estimates (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Use of Estimates

Use of Estimates:

 

The preparation of financial statements in conformity with GAAP requires management to make 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 reported periods.  Amounts could materially change in the future. 


(2) Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Cash and Cash Equivalents, Policy

Cash and Cash Equivalents:

 

The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents.


(2) Summary of Significant Accounting Policies: Property and Equipment (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Property and Equipment (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Property and Equipment:

Property and Equipment:

 

Property and equipment are recorded at historical cost and depreciated on a straight-line basis over their estimated useful lives of approximately five years once the individual assets are placed in service.  The Company expenses all purchases of equipment with individual costs of under $500, and these amounts are not material to the financial statements. As of December 31, 2018, we wrote off the rail cars on the balance sheet at $125,000 with no accumulated depreciation. The rail cars require substantial investment to retrofit and are not going to be in service in the nearest future.


(2) Summary of Significant Accounting Policies: Long-lived Assets (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Long-lived Assets (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Long-lived Assets:

Long-Lived Assets:

 

In accordance with FASB ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.  The Company’s management believes there has been no impairment of its long-lived assets during the years ended December 31, 2018, or 2017.  There can be no assurance, however, that market conditions will not change or demand for the Company’s business model will continue.  Either of these could result in future impairment of long-lived assets.   


(2) Summary of Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Basic and Diluted Loss Per Share (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Basic and Diluted Loss Per Share:

Basic and Diluted Loss Per Share:

 

In accordance with FASB ASC 260, “Earnings Per Share,” the basic loss per common share is computed by dividing the net loss available to common stockholders after preferred stock dividends, by the weighted average common shares outstanding during the period.  Diluted earnings per share reflect per share amounts that would have resulted if diluted potential common stock had been converted to common stock.  Common stock equivalents have not been included in the diluted earnings per share computation for the years ended December 31, 2018 and 2017 as the amounts are anti-dilutive.  As of December 31, 2018 and 2017, the Company had no outstanding options.  As of December 31, 2018 and 2017, the Company also had convertible debt that is convertible into 17,764,992 and 7,834 shares, respectively, of common stock which was excluded from the computation.  As of December 31, 2018 and 2017, the Company had 3,426 and 2,996 outstanding warrants, respectively, which were also excluded from the computation because they were anti-dilutive.


(2) Summary of Significant Accounting Policies: Income Taxes (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Income Taxes (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Income Taxes:

Income Taxes:

 

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

 

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits.  As of December 31, 2018, and December 31, 2017, the Company has not established a liability for uncertain tax positions.


(2) Summary of Significant Accounting Policies: Share Based Payment (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Share Based Payment (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Share Based Payment:

Share Based Payment:

 

The Company issues stock, options and warrants as share-based compensation to employees and non-employees.

 

The Company accounts for its share-based compensation to employees in accordance FASB ASC 718.  Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. 

 

The Company accounts for share-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The final fair value of the share-based payment transaction is determined at the performance completion date. For interim periods, the fair value is estimated and the percentage of completion is applied to that estimate to determine the cumulative expense recorded.


(2) Summary of Significant Accounting Policies: Derivative Liabilities (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Derivative Liabilities (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Derivative Liabilities:

Derivative Liabilities:

 

The Company has certain embedded conversion options in notes payable with elements that qualify as derivatives. The Company values these embedded conversion options in notes payable using the Black Scholes model.  The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations (see Note 7).


(2) Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)

v3.10.0.1
(2) Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)
12 Months Ended
Dec. 31, 2018
Policies  
Fair Value of Financial Instruments:

Fair Value of Financial Instruments:

 

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, notes payable and derivative liabilities.  Derivative liabilities are recorded at fair value.  The principal balance of notes payable approximates fair value because current interest rates and terms offered to the Company for similar debt are substantially the same.

 

FASB ASC 820 defines fair value, establishes a framework for measuring fair value, in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

 

Level 1. Observable inputs such as quoted prices in active markets;

 

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.


(3) Property and Equipment: Property, Plant and Equipment (Tables)

v3.10.0.1
(3) Property and Equipment: Property, Plant and Equipment (Tables)
12 Months Ended
Dec. 31, 2018
Tables/Schedules  
Property, Plant and Equipment

 

 

 

December 31,

 

 

December 31,

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

Rail cars (not in service)

$

                        -

 

$

       125,000

Less: accumulated depreciation

 

                        -

 

 

                   -

 

 

 

 

 

 

 

$

                        -

 

$

       125,000


(4) Related Party Notes Payable: Schedule of Related Party Transactions (Tables)

v3.10.0.1
(4) Related Party Notes Payable: Schedule of Related Party Transactions (Tables)
12 Months Ended
Dec. 31, 2018
Tables/Schedules  
Schedule of Related Party Transactions

 

 

 

 

December 31,

 

 

 

December 31,

 

 

 

2018

 

 

 

2017

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

$

           41,810

 

 

$

         49,910

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

           24,101

 

 

 

          39,101

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

           53,994

 

 

 

         74,044

 

 

 

 

 

 

 

 

 Promissory note,  dated  September 30, 2015, bearing no interest, 

 

 

 

 

 

 

 

  payable on demand

 

 

         308,814

 

 

 

       154,998

 

 

 

 

 

 

 

 

  Promissory note,  dated  September 30, 2017, bearing 10% interest, 

 

 

 

 

 

 

 

  payable on demand

 

 

           59,044

 

 

 

          53,700

 

 

 

 

 

 

 

 

  Promissory note,  dated  September 30, 2017, bearing 10% interest, 

 

 

 

 

 

 

 

  payable on demand

 

 

            3,200

 

 

 

           7,400

 

 

 

 

 

 

 

 

 

 

$

 $     490,963

 

 

$

        379,153


(5) Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables)

v3.10.0.1
(5) Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables)
12 Months Ended
Dec. 31, 2018
Tables/Schedules  
Schedule of Convertible Notes Payable

 

 

 

 

December 31,

 

 

 

December 31,

 

 

 

2018

 

 

 

2017

 

 

 

 

 

 

 

 

 Promissory note,  dated  June 2, 2017, bearing interest 

 

 

 

 

 

 

 

 of 4% annually, payable within a year, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 40% of the lowest   

 

 

 

 

 

 

 

 traded price of the common stock during 45 trading days  

 

 

 

 

 

 

 

prior to the conversion date.

 

 

             19,100

 

 

 

          19,100

 

 

 

 

 

 

 

 

  Promissory note,  dated  September 30, 2017, bearing 10% interest, 

 

 

 

 

 

 

 

  payable on demand, convertible to common stock  at the discount 

 

 

 

 

 

 

 

 of 35% of the lowest traded price of the common stock during 20

 

 

 

 

 

 

 

trading days prior to the conversion

 

 

            12,000

 

 

 

          40,800

 

 

 

 

 

 

 

 

 Promissory note,  dated  November 1, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on August 10, 2018, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 42% of the lowest   

 

 

 

 

 

 

 

 two traded prices of the common stock during the 15 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

                     -  

 

 

 

          45,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  November 27, 2017, with principal amount 

 

 

 

 

 

 

 

  of $85,000 and aggregate purchase price of $79,900 , bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable within a year, convertible to common stock 

 

 

 

 

 

 

 

 at the conversion price equal to the lower of (i) the closing sale price 

 

 

 

 

 

 

 

 of the common stock on the principal market on the trading day 

 

 

 

 

 

 

 

 immediately preceding the closing date, and (ii) 50% of either the

 

 

 

 

 

 

 

 lowest sale price for the common stock during the 20 consecutive

 

 

 

 

 

 

 

trading days including and immediately preceding  the conversion date

 

 

            68,396

 

 

 

         85,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 18, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable within a year convertible at a conversion

 

 

 

 

 

 

 

  rate equal to 50% of the lowest of: (i) the lowest trading price during 

 

 

 

 

 

 

 

 the twenty trading days prior to the conversion, or (ii) the lowest  

 

 

 

 

 

 

 

trading price during the 20 trading days preceding the date of this note

 

 

                    -  

 

 

 

         40,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 20, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on September 20, 2018, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 50% of the lowest   

 

 

 

 

 

 

 

 two traded prices of the common stock during the 25 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

          112,000

 

 

 

       112,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 21, 2017, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on September 30, 2018, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 49% of the lowest   

 

 

 

 

 

 

 

 two traded prices of the common stock during the 30 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

                     -  

 

 

 

         28,000

 

 

 

 

 

 

 

 

 Promissory note,  dated  April 17, 2018, bearing interest 

 

 

 

 

 

 

 

 of 8% annually, payable on October 17, 2019, convertible to 

 

 

 

 

 

 

 

common stock at $15

 

 

            75,000

 

 

 

                  -

 

 

 

 

 

 

 

 

 Promissory note,  dated  April 20, 2018, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on April 20, 2019, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 50% of the average   

 

 

 

 

 

 

 

 closing bid of the common stock during the 10 trading 

 

 

 

 

 

 

 

days  prior to the conversion date.

 

 

            50,000

 

 

 

                  -

 

 

 

 

 

 

 

 

 Promissory note,  dated  April 30, 2018, bearing interest 

 

 

 

 

 

 

 

 of 12% annually, payable on April 30, 2019, convertible to 

 

 

 

 

 

 

 

 common stock at a discount of 50% of the average