Consolidated SEC Viewer Rendering


Document and Entity Information

v3.10.0.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2019
May 20, 2019
Details    
Registrant Name LAS VEGAS XPRESS, INC.  
Registrant CIK 0001697935  
SEC Form 10-Q  
Period End date Mar. 31, 2019  
Fiscal Year End --12-31  
Trading Symbol lvxi  
Tax Identification Number (TIN) 880203182  
Number of common stock shares outstanding   2,665,799,068
Filer Category Non-accelerated Filer  
Small Business true  
Emerging Growth Company true  
Ex Transition Period false  
Amendment Flag false  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q1  
Entity Incorporation, State Country Name Nevada  
Entity Address, Address Line One 9480 S. 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 ($)
Mar. 31, 2019
Dec. 31, 2018
Current assets    
Cash $ 365 $ 3,088
Total current assets 365 3,088
Property and equipment, net 0 0
Total assets 365 3,088
Current liabilities    
Accounts payable 50,698 57,037
Accrued expenses 2,262,791 2,151,867
Unearned revenue 1,516 1,516
Notes payable to related parties 511,633 490,963
Notes payable 4,399 2,969
Convertible notes payable (net of debt discount of $27,887 and $65,001, respectively) 345,015 399,111
Derivative liability 252,607 336,825
Total current liabilities 3,428,659 3,440,288
Total liabilities 3,428,659 3,440,288
Stockholders' equity (deficit)    
Preferred Stock 1 1
Common Stock 25,431 7,423
Additional paid-in capital 19,555,341 19,375,323
Accumulated (deficit) (23,009,066) (22,819,948)
Total stockholders' equity (deficit) (3,428,294) (3,437,201)
Total liabilities and stockholders' equity (deficit) $ 365 $ 3,088

Balance Sheets - Parenthetical

v3.10.0.1
Balance Sheets - Parenthetical - USD ($)
Mar. 31, 2019
Dec. 31, 2018
Details    
Debt Instrument, Unamortized Discount $ 27,887 $ 65,001
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 2,543,090,468 742,331,965
Common Stock, Shares, Outstanding 2,543,090,468 742,331,965

Statement of Operations

v3.10.0.1
Statement of Operations - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Details    
Revenues $ 0 $ 13,145
Cost of sales 0 (8,754)
Gross loss 0 4,391
Operating Expenses:    
Compensation and payroll taxes 153,750 2,346,250
Selling, general and administrative 24,325 42,896
Professional fees 43,299 116,580
Total expenses 221,374 2,505,726
Loss from operations (221,374) (2,501,335)
Other income (expense)    
Excess derivative liability expense 0 (66,158)
Interest expense (51,963) 0
Loss on disposal of assets 0 0
Gain (loss) on change in value of derivative liability 84,218 511,237
Total other income (expense) 32,255 445,079
Net income (loss) from operations before provision for income taxes (189,118) (2,056,256)
Provision for income taxes 0 0
Net income (loss) $ (189,118) $ (2,056,256)
Net income (loss) per share, basic and diluted $ (0.0002) $ (1,005.90)
Weighted average number of common shares outstanding, basic and diluted 1,089,876,043 2,044

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, 2017 $ 1 $ 1 $ 12,968,634 $ (15,347,016) $ (2,378,382)
Shares, Outstanding, Beginning Balance at Dec. 31, 2017 118,049 98,800      
Stock issued for compensation $ 1 $ 0 2,184,999 0 2,185,000
Stock issued for compensation - shares 121,000        
Net income (loss) $ 0 0 0 (2,056,256) (2,056,256)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018 $ 2 $ 1 15,153,633 (17,403,272) (2,249,637)
Shares, Outstanding, Ending Balance at Mar. 31, 2018 239,049 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 $ 6,406 0 2,964,521 0 2,970,927
Stock issued for compensation - shares 640,648,617        
Warrants Expense $ 0   400,000 0 400,000
Stock split adjustment $ 0   (903) 0 (903)
Stock Issued During Period, Shares, Reverse Stock Splits 753        
Net income (loss) $ 0 0 0 (5,416,676) (5,416,676)
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2018 $ 7,423 $ 1 19,375,323 (22,819,948) (3,437,201)
Shares, Outstanding, Ending Balance at Dec. 31, 2018 742,331,965 98,800      
Stock issued for cash $ 0 $ 0 0 0 0
Stock issued for cash - shares 0        
Stock issued for services $ 0 0 0 0 0
Stock issued for services - shares 0        
Stock issued for notes and interest conversion $ 10,258 0 110,267 0 120,525
Stock issued for notes and interest conversion - shares 1,025,758,503        
Stock issued for compensation $ 7,750 0 69,750 0 77,500
Stock issued for compensation - shares 775,000,000        
Warrants Expense $ 0 0 0 0 0
Stock split adjustment $ 0 0 0 0 0
Stock Issued During Period, Shares, Reverse Stock Splits 0        
Net income (loss) $ 0 0 0 (189,118) (189,118)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019 $ 25,431 $ 1 $ 19,555,341 $ (23,009,066) $ (3,428,294)
Shares, Outstanding, Ending Balance at Mar. 31, 2019 2,543,090,468 98,800      

Statements of Cash Flows

v3.10.0.1
Statements of Cash Flows - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Net Cash Provided by (Used in) Operating Activities    
Net income (loss) $ (189,118) $ (2,056,256)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities    
Amortization of Debt Discount (Premium) (27,114) 110,658
Stock Issued During Period, Value, Issued for Services 0 0
Common stock issued for compensation 77,500 2,185,000
Change in face value of derivative liability related to convertible note payable (96,821) (540,308)
Change in excess of derivative liability 0 0
Loss on impairments of assets 0 511,237
Common stock issued for conversion for convertible notes 120,526 0
Changes in operating assets and liabilities:    
Increase (Decrease) in Accounts Payable and Accrued Liabilities 104,585 (281,919)
Increase (Decrease) in Deferred Revenue 0 (2,304)
Increase (Decrease) in Deposits 0 0
Net cash used in operating activities (24,823) (73,892)
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    
Proceeds from convertible notes payable 0 32,000
Repayments on related party notes payable 0 (10,700)
Proceeds from related party notes payable 20,670 6,200
Repayments on notes payable 1,430 0
Proceeds from exercise of warrant 0 0
Proceeds from stock purchases 0 0
Net Cash Provided by (Used in) Financing Activities 22,100 27,500
Cash and Cash Equivalents, Period Increase (Decrease) (2,723) (46,392)
Cash and Cash Equivalents, at Carrying Value, Beginning Balance 3,088 56,983
Cash and Cash Equivalents, at Carrying Value, Ending Balance 365 10,591
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 0 0
Debt discount on convertible notes $ 0 $ 245,463

(1) Organization and Description of Business

v3.10.0.1
(1) Organization and Description of Business
3 Months Ended
Mar. 31, 2019
Notes  
(1) Organization and Description of Business

(1)           Organization and description of business

 

Summary of Significant Accounting Policies

 

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 $189,118 for the three months ended March 31, 2019.  The Company also has an accumulated deficit of $23,009,066 and a negative working capital of $3,428,294 as of March 31, 2019, as well as outstanding convertible notes payable of $372,902, before debt discount of $27,887.  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.

 

Basis of Financial Statement Presentation:

 

The accompanying unaudited interim financial statements of Las Vegas Xpress, Inc. (the "Company") have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2019.

 

Risks and Uncertainties:

 

The Company operates in a rail 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. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2019 and December 31, 2018, the Company had $365 and $3,088 in cash and cash equivalents, respectively.

 

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 three months ended March 31, 2019, or 2018.  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. No impairment loss was recognized for the three months ended March 31, 2019 and 2018.   

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).

 

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 March 31, 2019, and December 31, 2018, the Company has not established a liability for uncertain tax positions.

 

Basic and Diluted Loss per Share:

 

In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 260, “Earnings per Share,” the basic income (loss) per common share is computed by dividing the net income (loss) available to common stockholders 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 earnings per share computation for the three months ended March 31, 2019, and December 31, 2018 as the amounts are anti-dilutive.  As of March 31, 2019, the Company had 3,426 outstanding warrants and convertible debt of $372,902, before debt discount of $27,887, which were all excluded from the computation as they were anti-dilutive and are convertible into 6,941,782,026 shares of common stock. As of March 21, 2018, the Company had 3,426 outstanding warrants and convertible debt of $401,900, before debt discount of $245,463, which were all excluded from the computation as they were anti-dilutive.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of services in accordance with ASC 606, “Revenue Recognition”, only when all of the following criteria have been met:

 

 

i)

Persuasive evidence for an agreement exists;

 

ii)

Service has been provided;

 

iii)

The fee is fixed or determinable; and,

 

iv)

Collection is reasonably assured.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash, prepaid expense, deferred financing cost, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

 

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

 

The three-level hierarchy for fair value measurements is defined as follows:

 

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

 

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

 

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

  

The following table summarizes fair value measurements by level at March 31, 2019, and December 31, 2018, measured at fair value on a recurring basis:

 

March  31, 2019

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

 

 

$

 

 

 

$

252,607

 

 

$

252,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

 

 

$

 

 

 

$

336,825

 

 

$

336,825

 

 

Share Based Payments:

 

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. 

 

During the three months ended March 31, 2019 and 2018, the Company incurred $77,500 and $2,185,000 in stock- based compensation to employees.

 

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.

 

The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion.

 

The Company values warrants using the Black-Scholes option pricing model.  Assumptions used in the Black-Scholes model to value options and warrants issued during the three months ended March 31, 2019 were as follows:

 

Variables

 

Values

Stock price

 

$0.0001

Exercise Price

 

$697.00

Term

 

0.13-2.08 years

Risk Free Rate

 

0.25%

Volatility

 

451.6% - 596.1%

 

During the three months ended March 31, 2019 and 2018, the Company has not issued any shares of common stock for outside services. 

 


(3) Property and Equipment

v3.10.0.1
(3) Property and Equipment
3 Months Ended
Mar. 31, 2019
Notes  
(3) Property and Equipment

(3)            Property and Equipment

 

The Company wrote off rail cars as of December, 31, 2018, as there was not plans of putting the cars into operation in the foreseeable future. No indicators of impairment exist for the recorded assets.

 


(4) Related Party Notes Payable

v3.10.0.1
(4) Related Party Notes Payable
3 Months Ended
Mar. 31, 2019
Notes  
(4) Related Party Notes Payable

(4)           Related Party Notes Payable

 

A summary of outstanding notes payable is as follows:

 

 

 

 

 

March 31,

 

 

 

December 31,

 

 

 

2019

 

 

 

2018

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

 at 10% annually, payable on demand

 

 

 $            41,810

 

 

 

 $         41,810

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

               24,101

 

 

 

            24,101

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

               53,994

 

 

 

            53,994

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

  payable on demand

 

 

             329,484

 

 

 

          308,814

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

  payable on demand

 

 

               59,044

 

 

 

            59,044

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

  payable on demand

 

 

                 3,200

 

 

 

              3,200

 

 

 

 

 

 

 

 

 

 

 $

 $        511,633

 

 

 $

        490,963


(5) Convertible Notes Payable

v3.10.0.1
(5) Convertible Notes Payable
3 Months Ended
Mar. 31, 2019
Notes  
(5) Convertible Notes Payable

(5)           Convertible Notes Payable

 

The following summarizes the book value of the convertible notes payable outstanding as of March 31, 2019 and December 31, 2018:

 

 

 

 

March 31,

 

 

 

December 31,

 

 

 

2019

 

 

 

2018

 

 

 

 

 

 

 

 

 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.

 

 

               18,260

 

 

 

            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

 

 

 

            12,000

 

 

 

 

 

 

 

 

 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

 

 

               24,255

 

 

 

            68,396

 

 

 

 

 

 

 

 

 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.

 

 

               72,855

 

 

 

          112,000

 

 

 

 

 

 

 

 

 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. This note is currently in default.

 

 

               50,000

 

 

 

            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

 

 

 

            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

 

 

 

            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

 

 

 

            40,000

 

 

 

 

 

 

 

 

Convertible notes before debt discount

 

 

             372,902

 

 

 

          464,112

 

 

 

 

 

 

 

 

Less debt discount

 

 

(27,887)

 

 

 

          (65,001)

 

 

 

 

 

 

 

 

Total outstanding convertible notes payable 

 

 $

345,015

 

 

$

        399,111


(6) Derivative Instruments

v3.10.0.1
(6) Derivative Instruments
3 Months Ended
Mar. 31, 2019
Notes  
(6) Derivative Instruments

(6)           Derivative Instruments

 

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

 

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2019 and December 31, 2018. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in March 31, 2019 and December 31, 2018:

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Expected term

 

0.17- 0.72 years

 

 

 

0.4 – 0.96 years

 

Expected average volatility

 

284.3

%

 

 

313.6

Expected dividend yield

 

 

 

 

-

 

Risk-free interest rate

 

1.65 – 2.97

%

 

 

1.28 – 1.76

 %

 

The Company valued the conversion feature using the Black-Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible as of March 31, 2019 amounted to $252,607.


(7) Equity

v3.10.0.1
(7) Equity
3 Months Ended
Mar. 31, 2019
Notes  
(7) Equity

(7)             Equity

 

Common and Preferred 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.

 

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.

 

During the three months ended March 31, 2019, the Company issued an aggregate of 775,000,000 shares of common stock for compensation of $77,500. During the three months ended March 31, 2018, the Company issued an aggregate of 605,000,000 shares of common stock for compensation of $2,185,000. 

 

During the three months ended March 31, 2019, the Company issued an aggregate of 1,025,758,503 shares of common stock for note or interest conversion of $120,526.  During the three months ended March 31, 2018 the Company has not issued any shares of common stock for note or interest conversion. 

 

There were no warrants exercised during the three months ended March 31, 2019 and 2018.  

 

During the three months ended March 31, 2019 and 2018, the Company did not issue any shares of common stock for cash.   

 

Warrants

 

The Company accounted for the issuance of Warrants in conjunction from the issuance of convertible notes as an equity instrument and recognized the warrants under the Black-Scholes valuation model based on the company’s market share price on the grant date.

  

The below table summarizes warrant activity during the three months ended March 31, 2019:

 

 

 

Number of Shares

 

 

Weighted-Average

Exercise Price

 

Balances as of December 31, 2018

 

 

    3,426

  

 

$

697

 

Granted

 

 

 

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of March 31, 2019

 

 

3,426

 

 

$

697

 

 

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the three months ended March 31, 2019 and 2018:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Exercise price

 

$

697

 

 

 

$750

 

Expected term

 

 

0.13 – 2.08 years

 

 

 

1.91 – 2.48 years

 

Expected average volatility

 

 

560.55

%

 

 

297.55%

 

Expected dividend yield

 

 

-

 

 

 

-

 

 

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2019:

 

Warrants Outstanding

 

 

Warrants Exercisable

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Number

 

 

Remaining Contractual

 

 

Weighted Average

 

 

Number

 

 

Weighted Average

 

of Shares

 

 

life (in years)

 

 

Exercise Price

 

 

of Shares

 

 

Exercise Price

 

3,426

 

 

 

1.13

 

 

$

697

 

 

 

3,426

 

 

$

697

 

 

 

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at March 31, 2019, for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). As of March 31, 2019, the aggregate intrinsic value of warrants outstanding was $0.03 based on the closing market price of $0.0001 on March 31, 2019.


(8) Related Party Transactions

v3.10.0.1
(8) Related Party Transactions
3 Months Ended
Mar. 31, 2019
Notes  
(8) Related Party Transactions

(8)          Related Party Transactions

 

During the three months ended March 31, 2019, the Company added an additional $20,670 to the promissory note dated September 30, 2017 to United Rail, Inc., leaving the balance outstanding of $329,484 as of March 31, 2019 and $308,814 at December 31, 2018, respectively.

 


(10) Subsequent Events

v3.10.0.1
(10) Subsequent Events
3 Months Ended
Mar. 31, 2019
Notes  
(10) Subsequent Events

(9)          Subsequent Events

 

On April 2, 2019, the Company issued 122,708,600 shares of common stock for note conversion of $4,908.


(1) Organization and Description of Business: Going Concern (Policies)

v3.10.0.1
(1) Organization and Description of Business: Going Concern (Policies)
3 Months Ended
Mar. 31, 2019
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 $189,118 for the three months ended March 31, 2019.  The Company also has an accumulated deficit of $23,009,066 and a negative working capital of $3,428,294 as of March 31, 2019, as well as outstanding convertible notes payable of $372,902, before debt discount of $27,887.  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.


(1) Organization and Description of Business: Use of Estimates (Policies)

v3.10.0.1
(1) Organization and Description of Business: Use of Estimates (Policies)
3 Months Ended
Mar. 31, 2019
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. Actual results could differ from those estimates.


(1) Organization and Description of Business: Cash and Cash Equivalents, Policy (Policies)

v3.10.0.1
(1) Organization and Description of Business: Cash and Cash Equivalents, Policy (Policies)
3 Months Ended
Mar. 31, 2019
Policies  
Cash and Cash Equivalents, Policy

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2019 and December 31, 2018, the Company had $365 and $3,088 in cash and cash equivalents, respectively.


(1) Organization and Description of Business: Property and Equipment (Policies)

v3.10.0.1
(1) Organization and Description of Business: Property and Equipment (Policies)
3 Months Ended
Mar. 31, 2019
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.


(1) Organization and Description of Business: Long-lived Assets (Policies)

v3.10.0.1
(1) Organization and Description of Business: Long-lived Assets (Policies)
3 Months Ended
Mar. 31, 2019
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 three months ended March 31, 2019, or 2018.  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. No impairment loss was recognized for the three months ended March 31, 2019 and 2018.   


(1) Organization and Description of Business: Income Taxes (Policies)

v3.10.0.1
(1) Organization and Description of Business: Income Taxes (Policies)
3 Months Ended
Mar. 31, 2019
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 March 31, 2019, and December 31, 2018, the Company has not established a liability for uncertain tax positions.


(1) Organization and Description of Business: Basic and Diluted Loss Per Share (Policies)

v3.10.0.1
(1) Organization and Description of Business: Basic and Diluted Loss Per Share (Policies)
3 Months Ended
Mar. 31, 2019
Policies  
Basic and Diluted Loss Per Share:

Basic and Diluted Loss per Share:

 

In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 260, “Earnings per Share,” the basic income (loss) per common share is computed by dividing the net income (loss) available to common stockholders 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 earnings per share computation for the three months ended March 31, 2019, and December 31, 2018 as the amounts are anti-dilutive.  As of March 31, 2019, the Company had 3,426 outstanding warrants and convertible debt of $372,902, before debt discount of $27,887, which were all excluded from the computation as they were anti-dilutive and are convertible into 6,941,782,026 shares of common stock. As of March 21, 2018, the Company had 3,426 outstanding warrants and convertible debt of $401,900, before debt discount of $245,463, which were all excluded from the computation as they were anti-dilutive.


(1) Organization and Description of Business: Revenue Recognition (Policies)

v3.10.0.1
(1) Organization and Description of Business: Revenue Recognition (Policies)
3 Months Ended
Mar. 31, 2019
Policies  
Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue from the sale of services in accordance with ASC 606, “Revenue Recognition”, only when all of the following criteria have been met:

 

 

i)

Persuasive evidence for an agreement exists;

 

ii)

Service has been provided;

 

iii)

The fee is fixed or determinable; and,

 

iv)

Collection is reasonably assured.


(1) Organization and Description of Business: Fair Value of Financial Instruments (Policies)

v3.10.0.1
(1) Organization and Description of Business: Fair Value of Financial Instruments (Policies)
3 Months Ended
Mar. 31, 2019
Policies  
Fair Value of Financial Instruments:

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash, prepaid expense, deferred financing cost, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

 

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

 

The three-level hierarchy for fair value measurements is defined as follows:

 

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

 

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

 

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

  

The following table summarizes fair value measurements by level at March 31, 2019, and December 31, 2018, measured at fair value on a recurring basis:

 

March  31, 2019

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

 

 

$

 

 

 

$

252,607

 

 

$

252,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

 

 

$

 

 

 

$

336,825

 

 

$

336,825

 


(1) Organization and Description of Business: Share Based Payment (Policies)

v3.10.0.1
(1) Organization and Description of Business: Share Based Payment (Policies)
3 Months Ended
Mar. 31, 2019
Policies  
Share Based Payment:

Share Based Payments:

 

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. 

 

During the three months ended March 31, 2019 and 2018, the Company incurred $77,500 and $2,185,000 in stock- based compensation to employees.

 

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.

 

The Company values stock compensation based on the market price on the measurement date. As described above, for employees this is the date of grant, and for non-employees, this is the date of performance completion.

 

The Company values warrants using the Black-Scholes option pricing model.  Assumptions used in the Black-Scholes model to value options and warrants issued during the three months ended March 31, 2019 were as follows:

 

Variables

 

Values

Stock price

 

$0.0001

Exercise Price

 

$697.00

Term

 

0.13-2.08 years

Risk Free Rate

 

0.25%

Volatility

 

451.6% - 596.1%

 

During the three months ended March 31, 2019 and 2018, the Company has not issued any shares of common stock for outside services. 


(1) Organization and Description of Business: Fair Value of Financial Instruments: Fair Value Measurements, Recurring (Tables)

v3.10.0.1
(1) Organization and Description of Business: Fair Value of Financial Instruments: Fair Value Measurements, Recurring (Tables)
3 Months Ended
Mar. 31, 2019
Tables/Schedules  
Fair Value Measurements, Recurring

 

March  31, 2019

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

 

 

$

 

 

 

$

252,607

 

 

$

252,607

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

 

 

$

 

 

 

$

336,825

 

 

$

336,825

 


(1) Organization and Description of Business: Share Based Payment: Schedule of Assumptions Used (Tables)

v3.10.0.1
(1) Organization and Description of Business: Share Based Payment: Schedule of Assumptions Used (Tables)
3 Months Ended
Mar. 31, 2019
Tables/Schedules  
Schedule of Assumptions Used

 

Variables

 

Values

Stock price

 

$0.0001

Exercise Price

 

$697.00

Term

 

0.13-2.08 years

Risk Free Rate

 

0.25%

Volatility

 

451.6% - 596.1%


(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)
3 Months Ended
Mar. 31, 2019
Tables/Schedules  
Schedule of Related Party Transactions

 

 

 

 

March 31,

 

 

 

December 31,

 

 

 

2019

 

 

 

2018

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

 at 10% annually, payable on demand

 

 

 $            41,810

 

 

 

 $         41,810

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

               24,101

 

 

 

            24,101

 

 

 

 

 

 

 

 

 Promissory note,  dated  December 15, 2015, bearing interest 

 

 

 

 

 

 

 

at 10% annually, payable on demand

 

 

               53,994

 

 

 

            53,994

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

  payable on demand

 

 

             329,484

 

 

 

          308,814

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

  payable on demand

 

 

               59,044

 

 

 

            59,044

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

  payable on demand

 

 

                 3,200

 

 

 

              3,200

 

 

 

 

 

 

 

 

 

 

 $

 $        511,633

 

 

 $

        490,963


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

v3.10.0.1
(5) Convertible Notes Payable: Schedule of Convertible Notes Payable (Tables)
3 Months Ended
Mar. 31, 2019
Tables/Schedules  
Schedule of Convertible Notes Payable

 

 

 

 

March 31,

 

 

 

December 31,

 

 

 

2019

 

 

 

2018

 

 

 

 

 

 

 

 

 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.

 

 

               18,260

 

 

 

            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

 

 

 

            12,000

 

 

 

 

 

 

 

 

 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

 

 

               24,255

 

 

 

            68,396

 

 

 

 

 

 

 

 

 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.

 

 

               72,855

 

 

 

          112,000

 

 

 

 

 

 

 

 

 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. This note is currently in default.

 

 

               50,000

 

 

 

            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

 

 

 

            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

 

 

 

            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

 

 

 

            40,000

 

 

 

 

 

 

 

 

Convertible notes before debt discount

 

 

             372,902

 

 

 

          464,112

 

 

 

 

 

 

 

 

Less debt discount

 

 

(27,887)

 

 

 

          (65,001)

 

 

 

 

 

 

 

 

Total outstanding convertible notes payable 

 

 $

345,015

 

 

$

        399,111


(6) Derivative Instruments: Schedule of Derivative Instruments - Assumptions Used (Tables)

v3.10.0.1
(6) Derivative Instruments: Schedule of Derivative Instruments - Assumptions Used (Tables)
3 Months Ended
Mar. 31, 2019
Tables/Schedules  
Schedule of Derivative Instruments - Assumptions Used

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Expected term

 

0.17- 0.72 years

 

 

 

0.4 – 0.96 years

 

Expected average volatility

 

284.3

%

 

 

313.6

Expected dividend yield

 

 

 

 

-

 

Risk-free interest rate

 

1.65 – 2.97

%

 

 

1.28 – 1.76

 %


(7) Equity: Share-based Compensation, Stock Options, Activity (Tables)

v3.10.0.1
(7) Equity: Share-based Compensation, Stock Options, Activity (Tables)
3 Months Ended
Mar. 31, 2019
Tables/Schedules  
Share-based Compensation, Stock Options, Activity

The below table summarizes warrant activity during the three months ended March 31, 2019:

 

 

 

Number of Shares

 

 

Weighted-Average

Exercise Price

 

Balances as of December 31, 2018

 

 

    3,426

  

 

$

697

 

Granted

 

 

 

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Balances as of March 31, 2019

 

 

3,426

 

 

$

697

 

 

The fair value of each warrant on the date of grant is estimated using the Black-Scholes option valuation model. The following weighted-average assumptions were used for options granted during the three months ended March 31, 2019 and 2018:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Exercise price

 

$

697

 

 

 

$750

 

Expected term

 

 

0.13 – 2.08 years

 

 

 

1.91 – 2.48 years

 

Expected average volatility

 

 

560.55

%

 

 

297.55%

 

Expected dividend yield

 

 

-

 

 

 

-

 

 

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2019:

 

Warrants Outstanding

 

 

Warrants Exercisable

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Number

 

 

Remaining Contractual

 

 

Weighted Average