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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2020

 

Commission file number: 333-218746

 

LAS VEGAS XPRESS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Nevada

 

88-0203182

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification Number)

 

2381 St Rose Pkwy, Suite 297

Henderson, NV 89052

(Address of principal executive offices)

 

(702) 768-8109

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

Emerging growth company

 

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

 

Number of outstanding shares of common stock as of August 19, 2020 was 5,569,691,085.

 

 

 

 

LAS VEGAS XPRESS, INC.

TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION

 

PAGE

 

 

 

Item 1.

Financial Statements:

 

 

 

 

Balance Sheets – as of June 30, 2020 and December 31, 2019 (Unaudited)

 

3

 

 

Statements of Operations - for the Three and Six Months Ended June 30, 2020 and 2019 (Unaudited)

 

4

 

 

Statements of Shareholders’ Equity (Deficit) - for the Three and Six Months Ended June 30, 2020 and 2019 (Unaudited)

 

5

 

 

Statements of Cash Flows – for the Six Months Ended June 30, 2020 and 2019 (Unaudited)

 

6

 

 

Notes to Financial Statements (Unaudited)

 

7

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

14

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

18

 

 

 

 

Item 4.

Controls and Procedures

 

19

 

 

 

 

PART II OTHER INFORMATION

 

 

 

 

 

Item 1.

Legal Proceedings

 

20

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

20

 

 

 

 

Item 3.

Defaults upon Senior Securities

 

20

 

 

 

 

Item 4.

Mine Safety Disclosures

 

20

 

 

 

Item 5.

Other Information

 

20

 

 

 

 

Item 6.

Exhibits

 

21

 

 

 

 

SIGNATURES

 

22

 

 
2

Table of Contents

  

PART I FINANCIAL INFORMATION

 

LAS VEGAS XPRESS, INC.

BALANCE SHEETS

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$ 1,470

 

 

$ -

 

Total current assets

 

 

1,470

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 1,470

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$ 60,757

 

 

$ 81,127

 

Accrued expenses

 

 

2,726,440

 

 

 

2,615,890

 

Accrued expenses - related parties

 

 

73,530

 

 

 

64,322

 

Short term loan – related party

 

 

62,579

 

 

 

-

 

Notes payable - related parties

 

 

531,722

 

 

 

531,722

 

Notes payable

 

 

2,868

 

 

 

2,868

 

Convertible notes payable

 

 

324,058

 

 

 

324,058

 

Derivative liability

 

 

825,834

 

 

 

143,678

 

Total current liabilities

 

 

4,607,788

 

 

 

3,763,665

 

Total liabilities

 

 

4,607,788

 

 

 

3,763,665

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity (deficit)

 

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value, 2,011,000 shares authorized, 98,800 shares issued and outstanding

 

 

1

 

 

 

1

 

Common stock, $0.00001 par value, 10,000,000,000 shares authorized, 3,624,129,069 and 3,518,965,736 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively

 

 

36,241

 

 

 

35,189

 

Additional paid-in capital

 

 

19,599,803

 

 

 

19,597,700

 

Accumulated (deficit)

 

 

(24,242,363 )

 

 

(23,396,555 )

Total shareholders’ equity (deficit)

 

 

(4,606,318 )

 

 

(3,763,665 )

Total liabilities and shareholders’ equity (deficit)

 

$ 1,470

 

 

$ -

 

  

See accompanying notes to these condensed unaudited financial statements

 

 
3

Table of Contents

  

LAS VEGAS XPRESS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three months

ended

 

 

Three months

ended

 

 

Six months

ended

 

 

Six months

ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and payroll taxes

 

 

20,500

 

 

 

76,250

 

 

 

114,250

 

 

 

230,000

 

Selling, general and administrative

 

 

19,530

 

 

 

8,826

 

 

 

20,138

 

 

 

33,151

 

Professional fees

 

 

600

 

 

 

59,154

 

 

 

600

 

 

 

102,453

 

Total expenses

 

 

40,630

 

 

 

144,230

 

 

 

134,988

 

 

 

365,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(40,630 )

 

 

(144,230 )

 

 

(134,988 )

 

 

(365,604 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(15,653 )

 

 

(28,210 )

 

 

(28,664 )

 

 

(80,173 )

Gain (loss) on change in fair value of derivative liability

 

 

(682,156 )

 

 

52,767

 

 

 

(682,156 )

 

 

136,985

 

Total other income (expense)

 

 

(697,809 )

 

 

24,557

 

 

 

(710,820 )

 

 

56,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before provision for income taxes

 

 

(738,439 )

 

 

(119,673 )

 

 

(845,808 )

 

 

(308,792 )

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net income (loss)

 

$ (738,439 )

 

$ (119,673 )

 

$ (845,808 )

 

$ (308,792 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share, basic and diluted

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

 

3,624,129,069

 

 

 

2,935,945,128

 

 

 

3,624,129,069

 

 

 

2,030,916,301

 

  

See accompanying notes to these condensed unaudited financial statements

 

 
4

Table of Contents

  

LAS VEGAS XPRESS, INC.

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

Paid-in

 

 

Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance December 31, 2018

 

 

742,331,965

 

 

$ 7,423

 

 

 

98,800

 

 

$ 1

 

 

$ 19,375,323

 

 

$ (22,819,947 )

 

$ (3,437,200 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for compensation

 

 

775,000,000

 

 

 

7,750

 

 

 

-

 

 

 

-

 

 

 

69,750

 

 

 

-

 

 

 

77,500

 

Stock issued for notes and interest conversion

 

 

1,025,758,503

 

 

 

10,258

 

 

 

-

 

 

 

-

 

 

 

110,267

 

 

 

-

 

 

 

120,525

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(189,119 )

 

 

(189,119 )

Balance March 31, 2019

 

 

2,543,090,468

 

 

$ 25,431

 

 

 

98,800

 

 

$ 1

 

 

$ 19,555,340

 

 

$ (23,009,066 )

 

$ (3,428,294 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for notes and interest conversion

 

 

975,375,268

 

 

 

9,754

 

 

 

-

 

 

 

-

 

 

 

42,364

 

 

 

-

 

 

 

52,118

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(119,673 )

 

 

(119,673 )

Balance June 30, 2019

 

 

3,518,465,736

 

 

$ 35,185

 

 

 

98,800

 

 

 

1

 

 

$ 19,597,704

 

 

$ (23,128,739 )

 

$ (3,495,849 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2019

 

 

3,518,965,736

 

 

$ 35,189

 

 

 

98,800

 

 

$ 1

 

 

$ 19,597,700

 

 

$ (23,396,555 )

 

$ (3,763,665 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(107,369 )

 

 

(107,369 )

Balance March 31, 2020

 

 

3,518,965,736

 

 

$ 35,189

 

 

 

98,800

 

 

$ 1

 

 

$ 19,597,700

 

 

$ (23,503,924 )

 

$ (3,871,034 )

Stock issued for interest conversion

 

 

105,163,333

 

 

 

1,052

 

 

 

-

 

 

 

-

 

 

 

2,103

 

 

 

-

 

 

 

3,155

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(738,439 )

 

 

(738,439 )

Balance June 30, 2020

 

 

3,624,129,069

 

 

$ 36,241

 

 

 

98,800

 

 

$ 1

 

 

$ 19,599,803

 

 

$ (24,242,363 )

 

$ (4,606,318 )

 

See accompanying notes to these condensed unaudited financial statements

 

 
5

Table of Contents

  

LAS VEGAS XPRESS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six months

ended

 

 

Six months

ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$ (845,808 )

 

$ (308,792 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Amortization of debt discount

 

 

-

 

 

 

46,919

 

Common stock issued for compensation

 

 

-

 

 

 

77,500

 

(Gain) loss on change in fair value of derivative liability

 

 

682,156

 

 

 

(136,985 )

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

93,335

 

 

 

234,496

 

Accrued expenses - related parties

 

 

9,208

 

 

 

9,158

 

Net cash (used in) operating activities

 

 

(61,109 )

 

 

(77,704 )

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from related party notes payable

 

 

-

 

 

 

73,475

 

Proceeds from short term loan

 

 

62,579

 

 

 

-

 

Proceeds from notes payable

 

 

-

 

 

 

1,546

 

Net cash provided by financing activities

 

 

62,579

 

 

 

75,021

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

1,470

 

 

 

(2,683 )

Cash, beginning of the period

 

 

-

 

 

 

3,088

 

Cash, end of the period

 

$ 1,470

 

 

$ 405

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid with cash

 

$ -

 

 

$ -

 

Income taxes paid

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing transactions:

 

 

 

 

 

 

 

 

Common stock issued for interest conversion

 

$ 3,155

 

 

$ 172,643

 

  

See accompanying notes to these condensed unaudited financial statements

 

 
6

Table of Contents

  

LAS VEGAS XPRESS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019

(Unaudited)

 

(1)  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 loss of $845,808 for the six months ended June 30, 2020. The Company also has an accumulated deficit of $24,242,363 and a negative working capital of $4,606,318 as of June 30, 2020, including outstanding convertible notes payable of $324,058. 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.

  

While we expect the impacts of COVID-19 to have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

 

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”) are condensed and 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, 2020 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.

 

 
7

Table of Contents

  

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 June 30, 2020 and December 31, 2019, the Company had $1,470 and $0, respectively, in cash and cash equivalents.

 

Related Parties:

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 2).

 

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 June 30, 2020 and December 31, 2019, 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 six months ended June 30, 2020 and 2019 as the amounts are anti-dilutive due to net losses. As of June 30, 2020 and December 31, 2019, the Company had 26 and 1,436 outstanding warrants, respectively, and convertible debt of $324,058, which were all excluded from the computation as they were anti-dilutive and are convertible into 3,951,468,277 shares of common stock, 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)

Identify the contract(s) with a customer;

 

(ii)

Identify the performance obligations in the contract(s);

 

(iii)

Determine the transaction price;

 

(iv)

Allocate the transaction price to the performance obligations in the contract(s);

 

(v)

Recognize revenue when the Company satisfies a performance obligation.

 

Fair Value of Financial Instruments:

 

The Company’s financial instruments consist primarily of cash, prepaid expense, 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.

 

 
8

Table of Contents

  

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 June 30, 2020 and December 31, 2019, measured at fair value on a recurring basis:

 

June 30, 2020

 

Level 1

 

Level 2

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

$

 

$ 825,834

 

 

$ 825,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

Level 1

 

Level 2

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

$

 

$

 

$ 143,678

 

 

$ 143,678

 

 

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 and non-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 six months ended June 30, 2020 and 2019, the Company incurred $0 and $77,500, respectively, in stock-based compensation to employees, for which it issued 0 and 775,000,000 shares of common stock, respectively.

 

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 six months ended June 30, 2020 were as follows:

 

Variables

 

Values as of

June 30,

2020

 

 

Values as of

December 31,

2019

 

Stock price

 

$ 0.0005

 

 

$ 0.0001

 

Exercise Price

 

$ 750

 

 

$ 750

 

Term

 

0.01-0.23 years

 

 

0.16-1.33 years

 

Risk Free Rate

 

 

0.25 %

 

 

0.25 %

Volatility

 

581.1%-598.6

 

579.6%-678.3

 

 
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 (2) Related Party Notes Payable

 

The Company acquires on-going funding on an as-needed basis from related parties that include the Company’s officers, directors, majority shareholders, and these parties’ affiliates, pursuant to promissory notes with various origination dates in 2015 and 2017. A summary of outstanding notes payable is as follows:

 

 

 

June 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

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

 

 

349,573

 

 

 

349,573

 

 

 

 

 

 

 

 

 

 

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

 

Total notes payable, including accrued interest

 

$ 531,722

 

 

$ 531,722

 

 

For the six months ended June 30, 2020 and 2019, proceeds from related party notes payable totaled $0 and $73,475, respectively, and no repayments were made. Accrued interest on the notes totaled $73,530 and $64,322 as of June 30, 2020 and December 31, 2019, respectively.

 

The Company also received $62,579 in proceeds from a new incoming executive during the six months ended June 30, 2020.  This advance is a non-interest bearing, short-term loan that is due on demand.  No repayments have been made on the loan, and no proceeds were received during the six months ended June 30, 2019.

 

 
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(3) Convertible Notes Payable

 

The following summarizes the book value of the convertible notes payable outstanding as of June 30, 2020 and December 31, 2019:

 

 

 

June 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

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. Note is currently in default.

 

 

18,260

 

 

 

18,260

 

 

 

 

 

 

 

 

 

 

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. Note is currently in default.

 

 

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 Note is currently in default.

 

 

19,580

 

 

 

19,580

 

 

 

 

 

 

 

 

 

 

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. Note is currently in default with interest rate increased to 24%.

 

 

68,686

 

 

 

68,686

 

 

 

 

 

 

 

 

 

 

Promissory note, dated April 17, 2018, bearing interest of 8% annually, payable on October 17, 2018, convertible to common stock at $15. Note is currently in default with interest rate increased to 24%.

 

 

67,916

 

 

 

67,916

 

 

 

 

 

 

 

 

 

 

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. 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. Note is currently in default.

 

 

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. Note is currently in default.

 

 

37,616

 

 

 

37,616

 

 

 

 

 

 

 

 

 

 

Convertible notes before debt discount

 

 

324,058

 

 

 

324,058

 

 

 

 

 

 

 

 

 

 

Less unamortized debt discount

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total outstanding convertible notes payable

 

$ 324,058

 

 

 

324,058

 

 

The Company recorded $0 and $46,919 in debt discount amortization during the six months ended June 30, 2020 and 2019, respectively. The aggregate debt discount was fully amortized at December 31, 2019.

 

Accrued interest on the convertible notes totaled $150,738 and $103,769 at June 30, 2020 and December 31, 2019, respectively.

 

During the six months ended June 30, 2020, the Company converted $3,155 of interest on convertible note into 105,163,333 shares of common stock. During the six months ended June 30, 2019, the Company converted $140,054 in convertible note principal and $32,589 in interest ($173,643 total debt) into 2,001,133,771 shares of common stock (Note 5).

 

See Note 5 for details of warrants issued in connection with the above convertible notes.

 

 
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(4) 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 June 30, 2020 and December 31, 2019. 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 at June 30, 2020 and December 31, 2019:

 

 

 

June 30,

2020

 

 

December 31,

2019

 

Expected term

 

1 year 

 

 

1 year

 

Average volatility

 

 

0 %

 

 

0 %

Dividend yield

 

 

-

 

 

 

-

 

Risk-free interest rate

 

0.05–1.48

 

0.05–1.48

%

 

The Company valued the conversion feature using the Black-Scholes valuation model. During the three months ended June 30, 2020 the stock price for the Company fluctuated causing a change in the valuation of the derivatives. The strike price was affected due to the change of the stock price and the discounts given per the convertible note arrangements. The fair value of the derivative liability for all the notes that were convertible as of June 30, 2020 and December 31, 2019 amounted to $825,834 and $143,678, respectively.

 

(5)  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.)

 

During the six months ended June 30, 2020, the Company did not issue any shares for compensation. During the six months ended June 30, 2019, the Company issued an aggregate of 775,000,000 shares of common stock for compensation of $77,500 valued at the stock price on grant date.

 

 
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During the six months ended June 30, 2020, the Company issued 105,163,333 shares of common stock for interest conversion. During the six months ended June 30, 2019, the Company issued 2,001,133,771 shares of common stock for note or interest conversion of $172,643.

 

There were no warrants exercised during the six months ended June 30, 2020 and 2019.

 

Warrants

 

The Company accounted for the issuance of Warrants in conjunction with 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 six months ended June 30, 2020:

 

 

 

Number of

Shares

 

 

Weighted- Average Exercise Price

 

Balances as of December 31, 2019

 

 

1,436

 

 

$ 750

 

Granted

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Forfeited

 

 

(1,410 )

 

 

-

 

Balances as of June 30, 2020

 

 

26

 

 

$ 750

 

 

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2020:

 

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

 

 

26

 

 

 

0.23

 

 

$ 750

 

 

 

26

 

 

$ 750

 

 

As of June 30, 2020, the aggregate intrinsic value of warrants outstanding was $0.00 based on the closing market price of $0.0005 on June 30, 2020.

 

(6)  Subsequent Events

 

In the month of July 2020, the Company issued 445,562,016 shares of common stock for accrued interest on convertible note of $12,367.

 

On July 14, 2020, the Company issued 1,500,000,000 shares of common stock and 16 shares of preferred stock C to directors as compensation.

 

The Company has evaluated events from June 30, 2020 through the date these financial statements were issued and determined there are no additional events requiring disclosure.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

This Quarterly Report contains forward-looking statements about the Company’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. There can be no assurance that the expectations indicated by such forward-looking statements will be realized. If any of management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Las Vegas Xpress, Inc.’s actual results may differ materially from those indicated by the forward- looking statements.

 

The key factors that are not within the Company’s control and that may have a direct bearing on operating results include, but are not limited to, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry, as well as the risk factors identified in the Company’s filings.

 

When used in this Report, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. However, the forward-looking statements contained herein are not covered by the safe harbors created by Section 21E of the Securities Exchange Act of 1934.

 

The following discussion should be read in conjunction with our condensed financial statements and notes thereto included elsewhere herein.

 

Business Overview

 

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

 

X Train

 

The X Train will be an excursion passenger rail service operated by United Rail, between Los Angeles and Las Vegas. Las Vegas Xpress, Inc. will provide a complete bundled package of services including ticket, rooms and transfers to & from the station and weekend events such as access to nightclubs, golf outings and restaurants. United Rail is a related party company that will provide the locomotives, crew and railcars for the project.

 

X Wine Railroad

 

The Company’s X Wine Railroad service from LA Union Station to Santa Barbara California is planned to run on a scheduled basis, once a month on Saturdays, with individual riders (retail) as well as charters for corporate outings and special events (corporate). The X Wine Railroad will provide a unique wine tasting experience to riders who take the train aboard special period classic railcars and an excursion to the Los Olivos wine area of Southern California. Over 250 private wineries reside in the area and the X Wine Railroad will provide private access to these vineyards on an exclusive basis. Ticket prices are $369 per person, all inclusive. Since February 2017 this train has run once and the Company anticipates to continue to run this train intermittently, depending on demand. X Wine provides an all-inclusive day trip including a gourmet breakfast, wine tasting in the wineries, wine and cheese lunch at the wineries, and a gourmet dinner on the train’s return trip. The Company temporarily suspended the service until 2021 due to change in Amtrak policies.

 

 
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Club X Train

 

Club X Train, which is still in the planning stage, will be a one stop shop for all Las Vegas rooms, activities, tours, show tickets and packages. Las Vegas shows, hotel rooms, tours, nightclubs and attractions will all available for members of ClubXTrain.com. This will be the only site riders need to plan their Vegas vacation getaway.

 

We anticipate that when a customer purchases a train ticket on either the X Train (once it commences operations) or any of the X Wine Railroad excursions, such tickets will include enrollment in our Club X membership club. Members will receive points from each excursion they ride and will be provided discounts on products and services we provide. The more they ride, the more points they will receive. Club X train will be the customer’s ticket within Vegas for access to nightclubs, hosted bottle service, pool parties, gentlemen’s clubs and the Club X Train Crawl: a high end to visiting three nightclubs in one night. Customers will outline their desired plan for the evening and Club X Train will take care of arranging all the details. We expect to commence offering Club X Train service when the X Train commences running, currently anticipated to be January 2022.

 

Critical Accounting Policies

 

The preparation of our condensed financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to impairment of long-lived assets, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. Please refer to Note 1 to the accompanying financial statements for a more detailed description of our critical accounting policies.  There have been no material changes to these policies during the fiscal year.

 

 
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Results of Operations for the Three Months Ended June 30, 2020 as Compared to the Three Months Ended June 30, 2019

 

The following is a comparison of the results of operations for the three months ended June 30, 2020 and 2019:

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and payroll taxes

 

$ 20,500

 

 

$ 76,250

 

 

$ (55,750 )

 

 

-73.1 %

Selling, general and administrative

 

 

19,530

 

 

 

8,826

 

 

 

10,704

 

 

 

121,3 %

Professional fees

 

 

600

 

 

 

59,154

 

 

 

(58,554 )

 

 

-99.0 %

Total expenses

 

 

40,630

 

 

 

144,230

 

 

 

(103,600 )

 

 

-71.8 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(40,630 )

 

 

(144,230 )

 

 

103,600

 

 

 

-71.8 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(15,653 )

 

 

(28,210 )

 

 

12,557

 

 

 

-44.5 %

Gain (loss) on change in value of derivative liability

 

 

(682,156 )

 

 

52,767

 

 

 

(734,923 )

 

 

-1,392.8 %

Total other income (expense)

 

 

(697,809 )

 

 

24,557

 

 

 

(722,366 )

 

 

-2,941.6 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before provision for income taxes

 

 

(738,439 )

 

 

(119,673 )

 

 

(618,766 )

 

 

517.0 %

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

0.0 %

Net loss

 

$ (738,439 )

 

$ (119,673 )

 

$ (618,766 )

 

 

517.0 %

 

Revenue

 

During the three months ended June 30, 2020 and 2019, the Company didn’t generate any revenue, since it temporarily put on hold its operation of the X Wine Railroad. The Company plans to re-establish the service in 2021.

  

Operating Expenses

 

Compensation expense decreased by $55,750, or 73.1%, during the three months ended June 30, 2020 as compared to the three months ended June 30, 2019. The decrease in compensation expense was primarily due to lower payroll and fewer employees in 2020. Selling, general and administrative expenses increased by $10,704, or 121.3%, during the three months ended June 30, 2020 as compared to the same period in 2019 primarily due to increase in office expenses. Professional fees decreased by $58,554, or 99%, during 2020 as compared to 2019 as Company used minimal consulting and legal services.

 

Other (Expense) Income

 

Interest expense decreased by $12,557, or 44.5%, during the quarter ended June 30, 2020 as compared to the same period in 2019 due to lower convertible promissory notes in 2020 and debt discount amortization during the three months ended June 30, 2019 (fully amortized at December 31, 2019). During the three months ended June 30, 2020, change in fair value of derivative liability decreased by $734,923 or 1,392.8%. There were no convertible note conversions but there was a change in Black Scholes inputs during the three months ended June 30, 2020, so there was a change in the fair market value of the derivative liability.

 

 
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Results of Operations for the Six Months Ended June 30, 2020 as Compared to the Six Months Ended June 30, 2019

 

The following is a comparison of the results of operations for the six months ended June 30, 2020 and 2019:

 

 

 

Six months ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

 

 

 

 

 

2020

 

 

2019

 

 

$ Change

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and payroll taxes

 

$ 114,250

 

 

$ 230,000

 

 

$ (115,750 )

 

 

-50.3 %

Selling, general and administrative

 

 

20,138

 

 

 

33,151

 

 

 

(13,013 )

 

 

-39.3 %

Professional fees

 

 

600

 

 

 

102,453

 

 

 

(101,853 )

 

 

-99.4 %

Total expenses

 

 

134,988

 

 

 

365,604

 

 

 

(230,616 )

 

 

-63.1 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(134,988 )

 

 

(365,604 )

 

 

230,616

 

 

 

-63.1 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(28,664 )

 

 

(80,173 )

 

 

51,509

 

 

 

-64.2 %

Gain (loss) on change in value of derivative liability

 

 

(682,156 )

 

 

136,985

 

 

 

(819,141 )

 

 

-598.0 %

Total other income (expense)

 

 

(710,820 )

 

 

56,812

 

 

 

(767,632 )

 

 

-1,351.2 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before provision for income taxes

 

 

(845,808 )

 

 

(308,792 )

 

 

(537,016 )

 

 

173.9 %

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

0.0 %

Net loss

 

$ (845,808 )

 

$ (308,792 )

 

$ (537,016 )

 

 

173.9 %

 

Revenue

 

During the six months ended June 30, 2020 and 2019, the Company didn’t generate any revenue, since it temporarily put on hold its operation of the X Wine Railroad. The Company plans to re-establish the service in 2021.

  

Operating Expenses

 

Compensation expense decreased by $115,750, or 50.3%, during the six months ended June 30, 2020 as compared to the six months ended June 30, 2019. The decrease in compensation expense was primarily due to lower payroll and fewer employees in 2020. Selling, general and administrative expenses increased by $13,013, or 39.3%, during the six months ended June 30, 2020 as compared to the same period in 2019 primarily due to increase in office expenses. Professional fees decreased by $101,853, or 99.4%, during 2020 as compared to 2019 as Company used minimal consulting and legal services.

 

Other (Expense) Income

 

Interest expense decreased by $51,509, or 64.2%, during the six months ended June 30, 2020 as compared to the same period in 2019 due to lower convertible promissory notes in 2020 and debt discount amortization during the six months ended June 30, 2019 (fully amortized at December 31, 2019). During the six months ended June 30, 2020, change in fair value of derivative liability decreased by $819,141 or 598%. There were no convertible note conversions but there was a change in Black Scholes inputs during the six months ended June 30, 2020, so there was a change in the fair market value of the derivative liability.

 

 
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Table of Contents

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support asset growth, satisfy disbursement needs, maintain reserve requirements and otherwise operate on an ongoing basis. The Company has no operating revenues and is currently dependent on debt financing and sale of equity to fund operations.

 

As shown in the accompanying financial statements, the Company has a net loss of $845,808 for the six months ended June 30, 2020, and a net loss of $308,792 for the six months ended June 30, 2019. The Company also has an accumulated deficit of $24,242,363 and a negative working capital of $4,606,318 as of June 30, 2020, which includes outstanding convertible notes payable $324,058. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of significant revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

 

We believe that the successful growth and operation of our business is dependent upon our ability to do the following:

 

 

·

obtain adequate sources of debt or equity financing to acquire existing passenger rail operations; and

 

·

 manage or control working capital requirements by controlling operating expenses.

  

Management is attempting to raise additional equity and debt to acquire several operating passenger rail operations which will 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.

 

Cash Flows

 

Net cash used in operating activities for the six months ended June 30, 2020 and 2019 were $61,109 and $77,704, respectively. Cash used in operating activities for the six months ended June 30, 2020 and 2019 were primarily due to net loss of $845,808 and $308,792, respectively. During the six months ended June 30, 2020, the net loss was adjusted by $102,543 in changes in operating assets and liabilities and change in fair value of derivative liability of $682,156. During the six months ended June 30, 2019, the net loss included significant non-cash expenses of $77,500 in stock issued for compensation, $46,919 in debt discount amortization, and $136,985 in gain on change in derivative liability, as well as $243,654 in changes in operating assets and liabilities.

  

There were no investing activities during the six months ended June 30, 2020 and 2019.

 

Net cash provided by financing activities for the six months ended June 30, 2020 amounted to $62,579, which consisted of $62,579 in proceeds from a short-term loan from a related party. Net cash provided by financing activities for the six months ended June 30, 2019 was $75,021, which consisted of $73,475 in proceeds from related parties notes payable and $1,546 in proceeds from notes payable.

 

Description of Indebtedness

 

For a complete description of our outstanding debt as of June 30, 2020 and December 31, 2019, see Notes 2 and 3 to the financial statements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

 
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Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting

 

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2020. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2020, our disclosure controls and procedures were not effective.

 

Management’s Responsibility for Financial Statements

 

Our management is responsible for the integrity and objectivity of all information presented in this Quarterly Report on Form 10-Q. The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments. Management believes the financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes during the six months ended June 30, 2020 in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

On June 11, 2020, Michael Barron resigned as a CEO of Las Vegas Xpress, Inc. Albert Koenigsberg was appointed by the Board of Directors as a new CEO effective June 11, 2020.

 

 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations and there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

During the six months ended June 30, 2020, the Company issued shares of its common stock as follows:

 

 

·

105,163,333 shares of common stock issued for interest conversion of $3,155.

 

Item 3. Default Upon Senior Securities

 

As of June 30, 2020, we are in default on certain convertible promissory notes:

 

 

·

Promissory note dated December 20, 2017 payable on September 20, 2018 to Auctus Fund, LLC with outstanding balance of $68,686.

 

·

Promissory note dated January 5, 2018 payable on July 5, 2018 to GPL Ventures LLC with outstanding balance of $37,616.

 

·

Promissory note dated April 18, 2018 payable on October 17, 2018 to L2 Capital, LLC with outstanding balance of $67,916.

 

·

Promissory note dated June 2, 2017 payable on June 2, 2018 to East Shore Equities with outstanding balance of $18,260.

 

·

Promissory note dated September 30, 2017 payable on September 30, 2018 to Vortex Capital with outstanding balance of $12,000.

 

·

Promissory note dated November 27, 2017 payable on November 27, 2018 to EMA Financial, LLC with outstanding balance of $19,580.

 

·

Promissory note dated April 20, 2018 payable on April 20, 2019 to BGR Government Affairs with outstanding balance of $50,000.

 

·

Promissory note dated April 30, 2018 payable on April 30, 2019 to Albee There Too, LLC with outstanding balance of $50,000.

 

Item 4. Mine Safety Disclosures

 

Not applicable to our Company.

 

Item 5. Other Information.

 

None

 

 
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Item 6. Exhibits.

 

Exhibit No.

 

Description

 

10.1

Resignation letter of CEO dated June 11, 2020 as filed by 10-Q dated June 19, 2020

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

 

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

 

32.

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

 

 

 

EX-101.INS

 

XBRL INSTANCE DOCUMENT

 

 

 

EX-101.SCH

 

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

 

 

 

EX-101.CAL

 

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

 

 

 

EX-101.DEF

 

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

 

 

 

EX-101.LAB

 

XBRL TAXONOMY EXTENSION LABELS LINKBASE

 

 

 

EX-101.PRE

 

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 19, 2020

Las Vegas Xpress, Inc.

 

 

 

 

By:

/s/ Albert Koenigsberg

 

 

 

Chief Executive Officer

(principal executive officer)

 

 

 

 

Date: August 19, 2020

 

 

 

By:

/s/ Wanda Witoslawski

 

 

 

Chief Financial Officer

(principal financial officer)