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, 2018
Commission file number: 333-218746

X RAIL ENTERTAINMENT, 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)

9480 S. Eastern Ave, Suite 205
Las Vegas, NV  89123
 (Address of principal executive offices)

(702) 583-6715
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X] No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
  
Large accelerated filer  
☐
  
Non-accelerated filer
☐
  
  
  
  
  
Accelerated filer
☐
  
Smaller reporting company
☒

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

Number of outstanding shares of common stock as of August 14, 2018 was 5,682,174,193.
 

X RAIL ENTERTAINMENT, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
PAGE
 
 
 
Item 1.
Condensed Financial Statements:
3
 
Balance Sheets – June 30, 2018 and December 31, 2017 (Unaudited)
3
 
Statements of Operations  - for the Three and Six Months Ended June 30, 2018 and 2017 (Unaudited)
4
 
Statements of Cash Flows - for the Six Months Ended June 30, 2018 and 2017 (Unaudited)
5
 
Statement of Shareholders' Equity – for the Six Months Ended June 30, 2018 (Unaudited)
6
 
Notes to Financial Statements (Unaudited)
7 
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
16
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
20
 
 
 
Item 4.
Controls and Procedures
21
 
 
 
PART II OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
21
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
21
 
 
 
Item 3.
Defaults upon Senior Securities
22
 
 
 
Item 4.
Mine Safety Disclosures
22
 
 
 
Item 5.
Other Information
22
 
 
 
Item 6.
Exhibits
22
 
 
 
SIGNATURES
22
   
2
PART I   FINANCIAL INFORMATION
 
 X RAIL ENTERTAINMENT, INC.
 BALANCE SHEETS (Unaudited)
   
   
June 30,
   
December 31,
 
   
2018
   
2017
 
             
Assets 		 
             
Current assets
           
Cash
 
$
870
   
$
56,983
 
Deposits
   
235
     
235
 
Total current assets
   
1,105
     
57,218
 
                 
Property and equipment, net
   
125,000
     
125,000
 
                 
Total assets
 
$
126,105
   
$
182,218
 
                 
Liabilities and Stockholders' Equity (Deficit)
 
                 
Current liabilities
               
Accounts payable
 
$
75,263
   
$
44,117
 
Accrued expenses
   
751,804
     
305,961
 
Unearned revenue
   
4,628
     
3,042
 
Notes payable to related parties
   
385,395
     
379,153
 
Notes payable
   
4,100
     
-
 
Convertible notes payable (net of debt discount of $203,310 and $324,121, respectively)
   
298,040
     
45,779
 
Derivative liability
   
827,154
     
1,787,063
 
Total current liabilities
   
2,346,383
     
2,565,115
 
Total liabilities
   
2,346,383
     
2,565,115
 
                 
Commitments and contingencies
               
                 
Stockholders' equity (deficit)
               
Preferred stock, $0.00001 par value, 2,011,000 shares authorized, 98,800 and 98,800 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
   
1
     
1
 
Common stock, $0.00001 par value, 10,000,000,000 shares authorized, 1,456,621,213 and 590,244,905 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively
   
14,567
     
5,903
 
Additional paid-in capital
   
15,886,615
     
12,962,732
 
Accumulated (deficit)
   
(18,121,461
)
   
(15,351,533
)
Total stockholders' equity (deficit)
   
(2,220,278
)
   
(2,382,897
)
Total liabilities and stockholders' equity (deficit)
 
$
126,105
   
$
182,218
 

 
See accompanying notes to these unaudited condensed financial statements
3
X RAIL ENTERTAINMENT, 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,
 
 
 
2018
   
2017
   
2018
   
2017
 
                         
Revenues
   
-
   
$
19,924
   
$
13,145
   
$
32,259
 
Cost of sales
   
-
     
(28,401
)
   
(8,754
)
   
(46,051
)
Gross loss
   
-
     
(8,477
)
   
4,391
     
(13,792
)
 
                               
Operating Expenses:
                               
Compensation and payroll taxes
   
272,497
   
$
119,102
     
2,618,747
   
$
253,705
 
Selling, general and administrative
   
82,570
     
83,882
     
125,467
     
200,549
 
Professional fees
   
315,270
     
177,345
     
431,849
     
464,125
 
  Total expenses
   
670,338
     
380,329
     
3,176,063
     
918,379
 
                                 
Loss from operations
   
(670,338
)
   
(388,806
)
   
(3,171,672
)
   
(932,171
)
                                 
Other income (expense)
                               
Gain on change in derivative liability
   
630,403
     
(440,003
)
   
1,141,640
     
(560,813
)
Interest expense
   
(612,937
)
   
(16,630
)
   
(679,094
)
   
(33,283
)
Excess derivative liability expense
   
(60,801
)
   
(9,553
)
   
(60,801
)
   
(9,553
)
   Total other income (expense)
   
(43,335
)
   
(466,186
)
   
401,745
     
(603,649
)
                                 
Net income (loss) from operations before provision for income taxes
   
(713,672
)
   
(854,992
)
   
(2,769,928
)
   
(1,535,820
)
Provision for income taxes
   
-
     
-
     
-
     
-
 
Net income (loss)
   
(713,672
)
 
$
(854,992
)
 
$
(2,769,928
)
 
$
(1,535,820
)
 
                               
Net income (loss) per share, basic and diluted
   
(0.0006
)
   
(0.004
)
   
(0.003
)
   
(0.007
)
                                 
Weighted average number of common shares outstanding, basic and diluted
   
1,242,641,454
     
218,836,023
     
950,624,879
     
213,880,593
 


See accompanying notes to these unaudited condensed financial statements
4
 
X RAIL ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS
 (Unaudited)

   
Six months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2018
   
2017
 
             
Cash flows from operating activities
           
Net loss
 
$
(2,769,928
)
 
$
(1,535,820
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Amortization of debt discount interest expense on notes payable
   
120,811
     
66,058
 
Common stock issued for services
   
200,000
     
130,000
 
Common stock issued for compensation
   
2,281,246
     
-
 
Derivative expense related to convertible note payable
   
(899,108
)
   
-
 
Excess derivative liability expense
   
(60,801
)
   
9,553
 
Warrant expense
   
400,000
     
493,500
 
Changes in operating assets and liabilities:
               
Accounts payable and accrued expenses
   
570,292
     
95,626
 
Unearned revenue
   
(1,586
)
   
-
 
Deposits
   
-
     
(3,660
)
Net cash used in operating activities
   
(159,074
)
   
(744,743
)
                 
Cash flows from investing activities
               
Purchases of property and equipment
   
-
     
(12,670
)
Net cash used in investing activities
   
-
     
(12,670
)
                 
Cash flows from financing activities
               
Repayments on convertible notes payable
   
(46,550
)
   
-
 
Proceeds from convertible notes payable
   
154,100
     
19,100
 
Repayments on related party notes payable
   
(9,933
)
   
(29,228
)
Proceeds from related party notes payable
    5,344      
35,000
 
Proceeds from stock purchases  and warrants
   
-
     
538,500
 
Net cash provided by financing activities
   
102,961
     
563,372
 
                 
Net change in cash
   
(56,113
)
   
(194,041
)
Cash, beginning of the period
   
56,983
     
202,169
 
Cash, end of the period
 
$
870
   
$
8,128
 
                 
Supplemental disclosure of cash flow information:
               
Income paid with cash
 
$
-
   
$
-
 
Income taxes paid
 
$
-
   
$
-
 
                 
Supplemental disclosure of non-cash investing and financing transactions:
               
Conversion of notes payable and accrued interest to capital
   
51,301
     
86,395
 
Debt discount on convertible notes
   
120,811
     
297,088
 

 
See accompanying notes to these unaudited condensed financial statements
5
 
X RAIL ENTERTAINMENT, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
 (Unaudited)
 
                         
Additional
             
 
 
Common Stock
   
Preferred Stock
   
Paid-in
   
Accumulated
       
 
 
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
Balance December 31, 2015
   
4,557,784
   
$
46
     
98,798
   
$
1
   
$
5,835,346
   
$
(5,398,691
)
 
$
436,702
 
                                                         
  Stock issued for employees compensation
   
16,791,611
     
168
     
-
     
-
     
1,185,243
     
-
     
1,185,411
 
  Stock issued for notes conversion
   
200,000
     
2
     
-
     
-
     
4,998
     
-
     
5,000
 
  Stock issued per Share Exchange Agreement
   
151,885,189
     
1,519
     
-
     
-
     
(1,519
)
   
-
     
0
 
  Stock issued for cash
   
33,894,719
     
339
     
-
     
-
     
738,772
     
-
     
739,111
 
  Stock issued for services
   
1,024,000
     
10
     
-
     
-
     
71,670
     
-
     
71,680
 
  Value of warrants allocated to notes
   
-
     
-
     
-
     
-
     
450,000
     
-
     
450,000
 
  Net loss
   
-
     
-
     
-
     
-
     
-
     
(2,567,470
)
   
(2,567,470
)
Balance December 31, 2016
   
208,353,303
   
$
2,084
     
98,798
   
$
1
   
$
8,284,510
   
$
(7,966,161
)
 
$
320,434
 
                                                         
  Stock issued for services
   
16,460,000
     
165
     
-
     
-
     
279,985
     
-
     
280,150
 
  Stock issued for notes and interest conversion
   
80,183,500
     
802
     
-
     
-
     
672,150
     
-
     
672,952
 
  Stock issued for cash and warrants
   
17,178,800
     
172
     
-
     
-
     
498,768
     
-
     
498,940
 
  Stock issued for compensation
   
265,000,000
     
2,650
     
4
     
-
     
3,047,350
             
3,050,000
 
  Stock issued for warrant exercise
   
1,200,000
     
12
     
-
     
-
     
179,988
     
-
     
180,000
 
  Stock issued for shares exchange
   
1,885,302
     
19
     
-
     
-
     
(19
)
           
-
 
  Stock cancelled
   
(16,000
)
   
(0
)
   
(2
)
   
-
     
(0
)
   
-
     
-
 
  Net loss
   
-
     
-
     
-
     
-
     
-
     
(7,385,372
)
   
(7,385,372
)
Balance December 31, 2017
   
590,244,905
   
$
5,903
     
98,800
   
$
1
   
$
12,962,732
   
$
(15,351,533
)
 
$
(2,382,897
)
                                                         
  Stock issued for compensation
   
665,831,510
     
6,658
     
-
     
-
     
2,274,588
     
-
     
2,281,246
 
  Stock issued for services
   
125,000,000
     
1,250
     
-
     
-
     
198,750
     
-
     
200,000
 
  Stock issued for notes and interest conversion
   
75,544,798
     
755
     
-
     
-
     
50,545
     
-
     
51,300
 
  Warrants expense
                                   
400,000
             
400,000
 
  Net loss
   
-
     
-
     
-
     
-
     
-
     
(2,769,928
)
   
(2,769,928
)
Balance June 30, 2018
   
1,456,621,213
   
$
14,567
     
98,800
   
$
1
   
$
15,886,615
   
$
(18,121,461
)
 
$
(2,220,278
)

 
See accompanying notes to these unaudited condensed financial statements
 
6
 
X RAIL ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017
 (Unaudited)
 
(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 $2,769,928 for the six months ended June 30, 2018.  The Company also has an accumulated deficit of $18,121,461, and a negative working capital of $2,345,278 as of June 30, 2018, as well as outstanding convertible notes payable of $501,350, before debt discount of $203,310.  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 X Rail Entertainment, 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, 2018 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, 2017.

Risks and Uncertainties:

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.
7
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, 2018 and December 31, 2017, the Company had $870 and $56,983 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 June 30, 2018, we recorded the rail cars on the balance sheet at $125,000, net of accumulated depreciation. The rail cars are currently not depreciated as they are not in service and not ready to run. The rail cars require substantial investment to retrofit.

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 six months ended June 30, 2018, or 2017.  There can be no assurance, however, that market conditions will not change or demand for the Company's business model will continue.  Either of these could result in future impairment of long-lived assets. No impairment loss was recognized for the six months ended June 30, 2018 and 2017.
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 June 30, 2018, and December 31, 2017, the Company has not established a liability for uncertain tax positions.
8
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, 2018, and 2017 as the amounts are anti-dilutive.  As of June 30, 2018, the Company had 180,267,256 outstanding warrants valued at $2,646,700 and convertible debt of $501,350, before debt discount of $203,310, which were all excluded from the computation as they were anti-dilutive and are convertible into 1,381,420,874 shares of common stock. As of December 31, 2017, the Company had 14,978,000 outstanding warrants and convertible debt of $369,900, before debt discount of $324,121, which were all excluded from the computation as they were anti-dilutive.
 
Revenue Recognition
 
The Company recognizes revenue from the sale of products and services in accordance with ASC 606," Revenue Recognition " following the five steps procedure:
 
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
 
The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:
 
 
a.
the customer simultaneously receives and consumes the benefits as the entity performs;
     
 
b.
the entity's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
     
 
c.
the entity's performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.
 
Since the Company's revenues are generated when products are sold with no remaining obligations on the part of the Company, revenue is recognized at the time of sale.
 
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
 
9
The following table summarizes fair value measurements by level at June 30, 2018, and December 31, 2017, measured at fair value on a recurring basis:
 
June 30, 2018
Level 1
 
Level 2
 
Level 3
 
Total
 
Liabilities
               
Derivative Liabilities
 
$
-
   
$
-
   
$
827,154
   
$
827,154
 
 
                               
December 31, 2017
Level 1
 
Level 2
 
Level 3
 
Total
 
Liabilities
                               
Derivative Liabilities
 
$
-
   
$
-
   
$
1,787,063
   
$
1,787,063
 

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 six months ended June 30, 2018 and 2017, the Company incurred $2,281,246 and $0 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 six months ended June 30, 2018 were as follows:

Variables
Values
 
Stock price
$
0.0008
 
Exercise Price
 
0.002 - 0.15
 
Term
1.66-2.84 years
 
Risk Free Rate
 
0.25
%
Volatility
 
262.9% - 616.2
%

During the six months ended June 30, 2018 and 2017, the Company incurred $200,000 and $85,250 for common stock issued for outside services.

New Accounting Pronouncements:
 
There are some significant accounting standards applicable to the Company that have been issued but not yet adopted by the Company as of June 30, 2018, and through the date of this filing.

10

(3)            Property and Equipment

Property and equipment consisted of the following.

   
June 30,
   
December 31,
 
   
2018
   
2017
 
             
             
Rail cars (not in service)
 
$
125,000
   
$
125,000
 
Less: accumulated depreciation
   
-
     
-
 
                 
   
$
125,000
   
$
125,000
 


Based on management analysis as of June 30, 2018 and December 31, 2017, there is no indication of impairment.
 
(4)           Related Party Notes Payable

A summary of outstanding notes payable is as follows:
 

   
June 30,
   
December 31,
 
   
2018
   
2017
 
           
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand
 
$
49,910
   
$
49,910
 
               
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand
   
39,101
     
39,101
 
               
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand
   
74,044
     
74,044
 
               
Promissory note, dated September 30, 2015, bearing no interest, payable on demand
   
149,265
     
154,998
 
               
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand
   
59,044
     
53,700
 
               
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand
   
3,200
     
7,400
 
               
Promissory note, dated May 31, 2018, bearing 10% interest, payable on demand
   
10,832
     
-
 
                 
   
$
$ 385,395
   
$
379,153
 
 
11
(5)           Convertible Notes Payable

The following summarizes the book value of the convertible notes payable outstanding as of June 30, 2018 and December 31, 2017:

   
June 30,
   
December 31,
 
   
2018
   
2017
 
             
Promissory note, dated  June 2, 2017, bearing interest of 4% annually, payable within a year, convertible to common stock at a discount of 40% of the lowest traded price of the common stock during 45 trading days prior to the conversion date.
   
19,100
     
19,100
 
                 
Promissory note, dated  September 30, 2017, bearing 10% interest, payable on demand, convertible to common stock at the discount of 35% of the lowest traded price of the common stock during 20 trading days prior to the conversion.
   
44,800
     
40,800
 
                 
Promissory note, dated  November 1, 2017, bearing interest of 12% annually, payable on August 10, 2018, convertible to common stock at a discount of 42% of the lowest two traded prices of the common stock during the 15 trading days prior to the conversion date.
   
5,000
     
45,000
 
                 
Promissory note, dated  November 27, 2017, with principal amount of $85,000 and aggregate purchase price of $79,900, bearing interest of 12% annually, payable within a year, convertible to common stock at the conversion price equal to the lower of (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 50% of either the lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding  the conversion date.
   
79,450
     
85,000
 
                 
Promissory note, dated  December 18, 2017, bearing interest of 12% annually, payable within a year convertible at a conversion rate equal to 50% of the lowest of: (i) the lowest trading price during the twenty trading days prior to the conversion, or (ii) the lowest trading price during the 20 trading days preceding the date of this note.
   
35,000
     
40,000
 
                 
Promissory note, dated  December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018, convertible to common stock at a discount of 50% of the lowest two traded prices of the common stock during the 25 trading days prior to the conversion date.
   
112,000
     
112,000
 
                 
Promissory note, dated  December 21, 2017, bearing interest of 12% annually, payable on September 30, 2018, convertible to common stock at a discount of 49% of the lowest two traded prices of the common stock during the 30 trading days prior to the conversion date.
   
28,000
     
28,000
 
                 
Promissory note, dated  February 8, 2018, bearing interest of 14% annually, payable on November 20, 2018, convertible to common stock at a discount of 49% of the lowest traded price of the common stock during the 30 trading days prior to the conversion date.
   
28,000
     
-
 
                 
Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date.
   
50,000
     
-
 
                 
Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date.
   
50,000
     
-
 
                 
Promissory note, dated May 14, 2018, bearing interest of 12% annually, payable on November 14, 2018, convertible to common stock at a discount of 55% of the average of 2 lowest traded prices of the common stock during the 30 trading days  prior to the conversion date.
   
50,000
     
-
 
                 
Convertible notes before debt discount
   
501,350
     
369,900
 
                 
 Less debt discount
   
(203,310
)
   
(324,121
)
                 
 Total outstanding convertible notes payable
 
$
298,040
     
45,779
 

12
(6)           Note Payable

On June 27, 2018, the Company issued a promissory note to the investor for $4,100 payable by December 27, 2018 with $615 in interest expense.          
 
(7)           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, 2018 and December 31, 2017. 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 June 30, 2018 and December 31, 2017:
 
 
 
Six Months
Ended
 
 
Year Ended
 
 
 
June 30,
 2018
 
 
December 31,
2017
 
Expected term
 
0.11- 0.83 years
 
 
 
0.4 – 0.96 years-
 
Expected average volatility
 
266.7
%
 
 
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 June 30, 2018 amounted to $827,154. During the six months ended June 30, 2018, $203,310 of the value assigned to the derivative liability was recognized as a debt discount to the convertible notes and $1,141,640 was recorded as loss on change in fair value of derivative liability.

 
 
Six Months
Ended
 June 30,
 2018
 
 
 
Conversion
 Feature
 
 
 
of
 
 
 
Notes Payable
 
 
     
Beginning balance, January 1
   
1,787,063 
 
Reclassification to equity
   
-
 
Change in value of derivative liability
   
(899,108
)
Excess derivative liability expense     (60,801 )
Ending balance, June 30, 2018
 
$
827,154
 

13

(8)           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, 10,000 shares of preferred A-2, 1,000,000 shares of preferred B and 1,000 shares of preferred C class.  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.
 
During the six months ended June 30, 2018, the Company issued an aggregate of 665,831,510 shares of common stock for compensation of $2,281,246 and 125,000,000 shares of common stock for outside services of $200,000. During the six months ended June 30, 2017, the Company issued an aggregate of 1,460,000 shares of common stock for services resulting in an expense of $130,000. 

During the six months ended June 30, 2018, the Company issued 75,544,798 shares of common stock for note and interest conversion of $51,300.  During the six months ended June 30, 2017 the Company issued 1,600,000 of common stock for the conversion of $80,000 of outstanding notes payable and 127,889 shares of common stock for interest.

There were no warrants exercised during the six months ended June 30, 2018. During the six months ended June 30, 2017, the Company issued 1,200,000 shares of common stock for the exercise of warrant.  

During the six months ended June 30, 2018, the Company has not issued any shares of common stock for cash.  During the six months ended June 30, 2017, the Company issued 7,170,000 shares of common stock for cash of $358,500.

W arrants
 
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 warrants were granted for compensation.
 
The below table summarizes warrant activity during the six months ended June 30, 2018:
 
 
 
Number
of Shares
   
Weighted-
Average
 Exercise
 Price
 
Balances as of December 31, 2017
   
14,978,000
   
$
0.15
 
Granted
   
165,289,256
     
0.00242
 
Exercised
   
-
     
-
 
Forfeited
   
-
     
-
 
Balances as of June 30, 2018
   
180,267,256
   
$
0.14
 
 
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 six months ended June 30, 2018 and 2017:
 
 
Six Months Ended
 
 
June 30,
 
 
2018
 
2017
 
Exercise price
 
$
0.14
     
0.15
 
Expected term
1.88 – 2.84 years
   
1.88-2.9 years
 
Expected average volatility
   
266.35
%
   
642.19
 
Expected dividend yield
   
-
     
-
 
 
14
The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2018:
 
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
 
 
180,267,256
     
1.78
   
$
0.14
     
180,267,256
   
$
0.14
 
 
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 June 30, 2018, for those warrants for which the quoted market price was in excess of the exercise price ("in-the-money" warrants). As of June 30, 2018, the aggregate intrinsic value of warrants outstanding was $0 based on the closing market price of $0.0008 on June 30, 2018.
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, 2018 were as follows:


Variables
 
Values
 
Stock price
 
$
0.0008
 
Exercise Price
   
0.002 - 0.15
 
Term
 
1.66-2.84 years
 
Risk Free Rate
   
0.25
%
Volatility
   262.9% - 616.2
%

(9)            Related Party Transactions

During the six months ended June 30, 2018, the Company repaid $4,200 of promissory note dated September 30, 2017 to Wanda Witoslawski (the Chief Financial Officer of the Company), leaving the balance outstanding of $3,200 as of June 30, 2018.

During the six months ended June 30, 2018, the Company repaid $5,733 of promissory note dated September 30, 2017 to Las Vegas Railway Express, Inc., leaving the balance outstanding of $149,265 as of June 30, 2018.

During the six months ended June 30, 2018, the Company added $5,344 to the promissory note dated September 30, 2017 to Allegheny Nevada Holdings Corporation (Michael A. Barron, the CEO and President of the Company, is a 100% owner and President of Allegheny Nevada Holdings Corporation), leaving the balance outstanding of $59,044 as of June 30, 2018.

On May 1, 2018, the Company appointed John McPherson to its Board of Directors and issued 50,000,000 shares of common stock as director's compensation.
    
(10)          Subsequent Events

In July 2018, the Company issued 1,043,315,274 shares of common stock for note and interest conversion of $124,218 and 3,182,237,706 shares of common stock for compensation of $954,671.


15
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, X Rail Entertainment, Inc., 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 consolidated financial statements and notes thereto included elsewhere herein.

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

X Train

The X Train will be an excursion passenger rail service between Los Angeles and Las Vegas. We expect service to begin in early 2019. XREE plans to have its casino guests ride the exclusive train service and to manage the host activity of its guests throughout their stay in the resort/casino. We anticipate that, in addition to the service between Los Angeles and Las Vegas, future X Train runs will be added in the coming years.

We expect to operate the X Train as an Amtrak train listed on the Amtrak national timetable. X Train 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. It will be scheduled as a Friday through Sunday service with passengers in Los Angeles boarding the train at Union Station and arriving at a new station to be built in Las Vegas and owned and operated by the X Train. Only the X Train will be able to use our station in Las Vegas. A typical X Train will carry 10 passenger cars and will include food service and will carry, on average 500 passengers per trip. This number can be increased by adding more cars to the route.

Our LA to Vegas business plan emanates from a regional transportation feasibility study published in 2007, which suggested that a well-run rail service between Los Angeles and Las Vegas could garner up to 30% of the approximately 12 million passengers who regularly drive between these two metropolitan areas. See: www.rtcsouthernnevada.com. We believe that with our current business plan, we would be able to break-even, on an operating basis, with approximately 20,000 riders per year.

To commence commercial service of the Las Angeles to Las Vegas route, we will need to negotiate and secure the necessary rights, equipment and facilities. These items include: securing a regularly scheduled train agreement from Amtrak to operate our excursion service on a weekly basis beginning with one round trip train per week and increasing to six round trips per week over the next several years as demand dictates, securing operating rights to run our trains over tracks owned by private railroads, obtaining the capability to operate train equipment safely and in conformity with applicable government regulations, and purchasing or leasing appropriate locomotive and passenger cars designed to move passengers over the route in comfort and securing leases on terminal facilities and passenger depots in Los Angeles and in Las Vegas. We expect the X Train to begin running in January 2019.
16

X Wine Railroad

The Company's X Wine Railroad service from LA Union Station to Santa Barbara California runs on a scheduled basis, once a month on Saturdays, with individual riders (retail) as well as charters for corporate outings and special events. It began running from February 2017 to May 2017 and then again on November 4, 2017. Service is planned to run in 2018 from February to November. The X Wine Railroad provides 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 provides private access to these vineyards on an exclusive basis. Ticket prices are $369 per person, all inclusive. X Wine Railroad 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.

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 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 2019.

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. There have been no material changes to these policies during the fiscal year.

17
 
Results of Operations for the Three Months Ended June 30, 2018 as Compared to the Three Months Ended June 30, 2017

The following is a comparison of the results of operations for the three months ended June 30, 2018 and 2017.

 
   
Three months ended
             
 
 
June 30,
   
June 30,
             
 
 
2018
   
2017
   
$ Change
   
% Change
 
                         
Revenues
 
$
-
   
$
19,924
   
$
-
     
100.0
%
Cost of sales
   
-
     
(28,401
)
   
-
     
100.0
%
Gross profit (loss)
   
-
     
(8,477
)
   
-
     
100.0
%
 
                               
Operating Expenses:
                               
Compensation and payroll taxes
 
$
272,497
   
$
119,102
   
$
153,395
     
128.8
%
Selling, general and administrative
   
82,570
     
83,882
     
(1,312
)
   
-1.6
%
Professional fees
   
315,270
     
177,345
     
137,925
     
77.8
%
  Total expenses
   
670,338
     
380,329
     
290,009
     
76.3
%
                                 
Loss from operations
   
(670,338
)
   
(388,806
)
   
(281,532
)
   
72.4
%
                                 
Other income (expense)
                               
Gain on change in derivative liability
   
630,403
     
(440,003
)
   
1,070,406
     
-243.3
%
Interest expense
   
(612,937
)
   
(16,630
)
   
(596,306
)
   
3585.6
%
Excess derivative liability expense
   
(60,801
)
   
(9,553
)
   
(51,248
)
   
-100.0
%
   Total other income (expense)
   
(43,335
)
   
(466,186
)
   
422,852
     
-90.7
%
                                 
Net income (loss) from operations before provision for income taxes
   
(713,672
)
   
(854,992
)
   
141,320
     
-16.5
%
Provision for income taxes
   
-
     
-
     
-
     
0.0
%
Net income (loss)
 
$
(713,672
)
 
$
(854,992
)
 
$
141,320
     
-16.5
%

Revenue

During the three months ended June 30, 2018, the Company has not generated any revenue. During the three months ended June 30, 2017, the Company generated some revenue from operating the wine train in Santa Barbara, CA.   Revenue was generated from selling train tickets, food and beverage and wine tours.

Operating Expenses

Compensation expense increased by $153,395, or 128.8%, during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017.  The increase in compensation expense was primarily due to issuances of stock to management.  Selling, general and administrative expenses decreased by $1,312, or 1.6%, during the three months ended June 30, 2018 as compared to the same period in 2017 primarily due to decrease in travel and office expenses. Professional fees increased by $137,925, or 77.8%, during 2018 as compared to 2017 due primarily to increases in consulting services paid with shares.  
 
Other (Expense) Income
 
Derivative expense decreased by $1,070,406, or 243.3%, during the quarter ended June 30, 2018 as compared to the same period in 2017 due to lower stock price and change in derivative liability.  During the three months ended June 30, 2018, the Company accrued loss on change in fair value of derivative liability of $60,801. During the three months ended June 30, 2017, the gain was $16,630. Interest expense increased by $596,306, or 3,585.6%, due to higher expense in convertible promissory notes.

18
Results of Operations for the Six Months Ended June 30, 2018 as Compared to the Six Months Ended June 30, 2017

The following is a comparison of the results of operations for the six months ended June 30, 2018 and 2017.


   
Six months
             
 
 
June 30,
   
June 30,
             
 
 
2018
   
2017
   
$ Change
   
% Change
 
                         
Revenues
 
$
13,145
   
$
32,259
   
$
(19,114
)
   
-59.3
%
Cost of sales
   
(8,754
)
   
(46,051
)
   
37,297
     
-81.0
%
Gross profit (loss)
   
4,391
     
(13,792
)
   
18,183
     
-131.8
%
 
                               
Operating Expenses:
                               
Compensation and payroll taxes
 
$
2,618,747
   
$
253,705
   
$
2,365,042
     
932.2
%
Selling, general and administrative
   
125,467
     
200,549
     
(75,082
)
   
-37.4
%
Professional fees
   
431,849
     
464,125
     
(32,276
)
   
-7.0
%
  Total expenses
   
3,176,063
     
918,379
     
2,257,684
     
245.8
%
                                 
Loss from operations
   
(3,171,672
)
   
(932,171
)
   
(2,239,501
)
   
240.2
%
                                 
Other income (expense)
                               
Gain on change in derivative liability
   
1,141,640
     
(560,813
)
   
1,702,453
     
-303.6
%
Interest expense
   
(679,094
)
   
(33,283
)
   
(645,812
)
   
1940.4
%
Excess derivative liability expense
   
(60,801
)
   
(9,553
)
   
(51,248
)
   
100.0
%
   Total other income (expense)
   
401,745
     
(603,649
)
   
1,005,394
     
-166.6
%
                                 
Net income (loss) from operations before provision for income taxes
   
(2,769,928
)
   
(1,535,820
)
   
(1,234,108
)
   
80.4
%
Provision for income taxes
   
-
     
-
     
-
     
-
 
Net income (loss)
 
$
(2,769,928
)
 
$
(1,535,820
)
 
$
(1,234,108
)
   
80.4
%


Revenue

During the six months ended June 30, 2018 and 2017, the Company generated some revenue from operating the wine train in Santa Barbara, CA. Gross profit increased by $18,183, or 131.8% during the six months ended June 30, 2018 compared to the same period in 2017 due to higher ticket prices and lower costs.  Revenue was generated from selling train tickets, food and beverage and wine tours.

Operating Expenses

Compensation expense increased by $2,365,042, or 932.2%, during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017.  The increase in compensation expense was primarily due to issuances of stock to management.  Selling, general and administrative expenses decreased by $75,082, or 37.4%, during the six months ended June 30, 2018 as compared to the same period in 2017 primarily due to decrease in travel and office expenses. Professional fees decreased by $32,276, or 7.0%, during 2018 as compared to 2017 due primarily to decreases in consulting services.  
 
Other (Expense) Income
 
Interest expense increased by $645,812, or 1,940.4%, during the six months ended June 30, 2018 as compared to the same period in 2017 due to issuances of conversion of certain promissory notes.  During the six months ended June 30, 2018, the Company accrued gain on change in fair value of derivative liability of $60,801. During the six months ended June 30, 2017 there gain was $9,533. Gain on change in derivative liability increased by $1,702,453, or 303.6% as compared to the same period in 2017, due to change in market price of the stock.

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 limited operating revenues and is currently dependent on debt financing and sale of equity to fund operations.  
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As shown in the accompanying financial statements, the Company has net losses of $2,369,928 for the six months ended June 30, 2018 and $1,535,820 for the six months ended June 30, 2017.  The Company also has an accumulated deficit of $17,721,461 and a negative working capital of $2,345,278 as of June 30, 2018, as well as outstanding convertible notes payable of $501,350, before debt discount of $203,310.  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, 2018 and 2017 were $157,421 and $744,743, respectively.  Cash used in operating activities for the six months ended June 30, 2018 and 2017 were primarily due to net losses of $2,769,928 and $1,535,820, respectively.  During the six months ended June 30, 2018, the net loss included significant non-cash expenses of $2,281,246 in stock issued for compensation, $120,811 in amortization of discounts on notes payable, $959,909 in derivative expense related to convertible notes payable,  $570,359 in changes in operating assets and liabilities.  During the six months ended June 30, 2017, the net loss included significant non-cash expenses of $130,000 in stock issued for services and $66,058 in amortization of discounts on notes payable, $493,500 in warrants expense and $91,966 in changes in operating assets and liabilities.

There was no net cash used in investing activities during the six months ended June 30, 2018.  Net cash used in investing activities during the six months ended June 30, 2017 was $12,670 primarily due to the capitalized costs towards the rail cars. 
 
Net cash provided by financing activities for the six months ended June 30, 2018 amounted to $101,308, which consisted of $154,100 in proceeds from the issuance of convertible notes payable, $6,242 in  related party notes payable and $46,550 in repayments on convertible notes payable. Net cash provided by financing activities for the six months ended June 30, 2017 was $563,372 which consisted of $19,100 in proceeds from convertible notes payable, $29,228 in repayments on related party notes payable, $35,000 in proceeds from related party notes payable and $538,500 from proceeds from stock purchases.    

Description of Indebtedness

For a complete description of our outstanding debt as of June 30, 2018 and December 31, 2017, see Notes 4 and 5 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. 
 
20
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, 2018. 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, 2018, 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 consolidated 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 consolidated 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, 2018 in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
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, 2018, the Company issued shares of its common stock as follows:
 
·
665,831,510 shares of common stock issued for compensation valued at $2,281,246.
   
·
125,000,000 shares of common stock issued for services of $200,000.
   
·
75,544,798 shares of common stock issued for notes conversion of $51,300.
 
The above referenced issuances were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
21

Item 3.  Default Upon Senior Securities

As of June 30, 2018 we are not in default on any of our borrowings.

Item 4.  Mine Safety Disclosures

Not applicable to our Company.
Item 5.  Other Information.
 
None
 
Item 6.  Exhibits.
Exhibit
No.
Description
 
 
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

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 14, 2018
X Rail Entertainment, Inc.
 
 
 
By: /s/ Michael A. Barron
 
Chief Executive Officer (principal executive officer)
 
 
Date: August 14, 2018
 
 
By: /s/ Wanda Witoslawski
 
Chief Financial Officer (principal financial officer)
 
 
 
22