Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Jan. 17, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | POWER EFFICIENCY CORP | |
Entity Central Index Key | 1,024,075 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | PEFF | |
Entity Common Stock, Shares Outstanding | 32,936,843 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 10,766 | $ 115,384 |
Note receivable - Related party | 0 | 10,000 |
Prepaid expenses | 0 | 7,500 |
Current portion of deferred tax asset | 408 | 408 |
Accrued interest receivable | 0 | 69 |
Total Current Assets | 11,174 | 133,361 |
Other Assets | ||
Deferred project costs | 0 | 50,538 |
Notes receivable - Related party | 20,000 | 0 |
Accrued interest receivable | 614 | 0 |
Deferred tax asset | 5,176 | 5,479 |
Total Other Assets | 25,790 | 56,017 |
Total Assets | 36,964 | 189,378 |
Current Liabilities | ||
Accrued expenses payable | 288,140 | 286,489 |
Total Current Liabilities | 288,140 | 286,489 |
Long Term Liabilities | ||
Accrued dividends payable | 4,903,900 | 4,129,600 |
Accrued officers' compensation payable | 100,000 | 0 |
Total Liabilities | 5,292,040 | 4,416,089 |
Commitments and Contingencies | ||
Stockholders' (Deficit) | ||
Preferred Stock, $0.001 par value, 10,000,000 shares authorized: issued and outstanding in 2016 and 2015 - Series B 133,000 shares, Series C-1 34,625 shares and Series D 304,377 shares | 472 | 472 |
Common Stock, $0.001 par value, 350,000,000 shares authorized: 28,886,843 shares issued and outstanding at September 30, 2016 and 26,420,177 at December 31, 2015 | 28,887 | 26,420 |
Additional Paid-in Capital | 51,502,604 | 51,454,919 |
Accumulated (Deficit) | (56,787,039) | (55,708,522) |
Total Stockholders' (Deficit) | (5,255,076) | (4,226,711) |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) | $ 36,964 | $ 189,378 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 472,002 | 472,002 |
Preferred Stock, Shares Outstanding | 472,002 | 472,002 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 350,000,000 | 350,000,000 |
Common Stock, Shares, Issued | 28,886,843 | 26,420,177 |
Common Stock, Shares, Outstanding | 28,886,843 | 26,420,177 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 140,000 | 140,000 |
Preferred Stock, Shares Issued | 133,000 | 133,000 |
Preferred Stock, Shares Outstanding | 133,000 | 133,000 |
Series C-1 Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 175,000 | 175,000 |
Preferred Stock, Shares Issued | 34,625 | 34,625 |
Preferred Stock, Shares Outstanding | 34,625 | 34,625 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 375,000 | 375,000 |
Preferred Stock, Shares Issued | 304,377 | 304,377 |
Preferred Stock, Shares Outstanding | 304,377 | 304,377 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
General and Administrative Expenses | ||||
Legal & professional fees | 139,977 | 6,500 | 222,646 | 11,500 |
Officers' compensation | 75,000 | 0 | 100,000 | 0 |
Financing expense | 0 | 0 | 7,500 | 0 |
Consulting fees - Related parties | 0 | 43,000 | 13,100 | 43,000 |
Business travel expenses | 2,262 | 1,705 | 14,525 | 1,705 |
Stock based compensation | 480 | 6,432 | 13,152 | 28,683 |
Office Expense | 4,238 | 2,519 | 6,985 | 2,519 |
Administrative consulting fees | 19,500 | 17,128 | 25,000 | 30,089 |
Consulting fees - Projects | 10,000 | 0 | 10,000 | 0 |
Project costs | 73,000 | 0 | 73,000 | 0 |
Board services | 1,000 | 0 | 1,000 | 0 |
Stock transfer agent expense | 1,587 | 6,150 | 4,787 | 6,150 |
Franchise fees | 0 | 0 | 458 | 0 |
Bank service fees | 300 | 356 | 655 | 426 |
Storage rental fees | 450 | 1,146 | 1,350 | 1,446 |
Total General and Administrative Expenses | 327,794 | 84,936 | 494,158 | 125,518 |
(Loss) from Operations | (327,794) | (84,936) | (494,158) | (125,518) |
Other Income | 156 | 6 | 190,244 | 22 |
Net (Loss) Before Provision for Income Taxes | (327,638) | (84,930) | (303,914) | (125,496) |
Provision for Income Taxes (Benefit) | (101) | (101) | (303) | (303) |
Net (Loss) | (327,739) | (85,031) | (304,217) | (125,799) |
Dividends accrued on Preferred Stock | 258,100 | 258,100 | 774,300 | 774,300 |
Net (Loss) attributable to common shareholders | $ (585,839) | $ (343,131) | $ (1,078,517) | $ (900,099) |
Basic and Fully Diluted (Loss) per Common Share | $ (0.01898) | $ (0.01225) | $ (0.03593) | $ (0.03214) |
Weighted average common shares outstanding basic and fully diluted | 30,860,191 | 28,008,924 | 30,018,191 | 28,008,924 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Activities: | ||
Net (loss) | $ (304,217) | $ (125,799) |
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||
Stock based compensation | 13,152 | 28,683 |
Common Stock issued in connection with services rendered | 37,000 | 0 |
Amortization of deferred taxes | 303 | 303 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 7,500 | (30,000) |
Accrued interest receivable | (545) | 0 |
Deferred project costs | 50,538 | (5,000) |
Accrued expenses payable | 101,651 | 200 |
Net cash (used in) operating activities | (94,618) | (131,613) |
Investing Activities: | ||
Advances - Note Receivable - Related party | (10,000) | 0 |
Net cash (used in) investing activities | (10,000) | 0 |
(Decrease in) cash and cash equivalents | (104,618) | (131,613) |
Cash and cash equivalents at beginning period | 115,384 | 309,047 |
Cash and cash equivalents at end of period | 10,766 | 177,434 |
Supplemental disclosures | ||
Cash paid during the period for interest | 0 | 0 |
Cash paid during the period for income taxes | $ 0 | $ 0 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | NOTE 1- NATURE OF BUSINESS Power Efficiency Corporation ("PEC" or the "Company" or “we”), a Delaware Corporation, was formed in July 1994. Until 2012, the Company was in the business of designing, developing, marketing and selling proprietary solid state electrical devices designed to reduce energy consumption in alternating current induction motors. During such period of operations, the Company had one principal and proprietary product called the three phase Motor Efficiency Controller, which was intended to be used in industrial and commercial applications, such as rock crushers, granulators, and escalators. Additionally, during the period up to early 2012, the Company had developed a digital single phase controller in preparation for working with Original Equipment Manufacturers to incorporate the technology into their equipment. In the spring of 2012 the then management of the Company began winding down substantive operations and ceased all activities and sold or abandoned any remaining assets and operations by the end of 2012. The Company was a publicly reporting company filing periodic reports with the Securities and Exchange Commission. On April 17, 2012, the Company filed a Form 15 with the SEC to cease being a reporting company. At the time of the filing in April 2012, the Company had less than 200 shareholders of record and little if, any assets. Until current management gained control of the Company in July 2015, the Company had no operations, did not incur any material liabilities and issued no additional securities. In July 2015, current members of management acquired a majority of the voting stock of the Company (through entities controlled by them) from the single majority shareholder and commenced its plan to restart the operations of the Company in new business lines. The change of control and management occurred on July 17, 2015, resulting in new management and a new Board of Directors. Management then commenced developing a new business plan and operations in the business of the promotion, acquisition and development of battery energy storage systems and related energy and power management services and businesses. Since July 2015, management has been focused on developing its business plan, of developing battery energy storage projects and energy storage systems and also commenced developing relationships within the industry. The Company’s business plan is to originate, develop or own energy storage systems in North America and may utilize different ownership structures for its projects; in certain cases, owning the projects and obtaining financing; in other cases, developing joint ventures as majority or minority developers, or establishing projects to different levels of development before selling the projects. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Basis of Accounting [Text Block] | NOTE 2- BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of the Power Efficiency Corporation (“Company”) and its wholly owned subsidiary. In the opinion of management all adjustments have been made, which include normal recurring adjustments necessary to present fairly the consolidated financial statements. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Article 10 of SEC Regulation S-X. Operating results for the nine months ended September 30, 2016 are not necessarily indicative of the operating results for the full fiscal year ending December 31, 2016. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company's Annual Report for the year ended December 31, 2015 on Form 10. The Company filed a Form 10 with the Securities and Exchange Commission on August 11, 2016 which became effective under the rules and regulations of the Securities and Exchange Commission on October 10, 2016. The filing on Form 10 was made by the Company on a voluntary basis pursuant to Section 12(g) of the Act. As of the date of effectiveness of the Form 10 and through the date of this filing, the Company is a shell company. Securities Act Rule 405 and Exchange Act Rule 12b-2 define a shell company as a company, other than an asset-backed issuer, with no or nominal operations; and either: • no or nominal assets; • assets consisting of cash and cash equivalents; or • assets consisting of any amount of cash and cash equivalents and nominal other assets. On January 11, 2017, PEC filed an amendment to its Amended and Restated Certificate of Incorporation to effectuate a reverse stock split (“Reverse Split”) on a basis of each 15 shares of issued and outstanding shares of Common Stock representing 1 share of Common Stock |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3- GOING CONCERN These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. At September 30, 2016, the Company had a working capital deficiency of $ 276,966 The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount of liabilities that might be necessary should the Company be unable to continue in existence. Continuation of the Company as a going concern is dependent upon achieving profitable operations or accessing sufficient operating capital. On July 17, 2015, the controlling interest of the Company was purchased by members of management in a private transaction with the holder of the majority of voting securities and new management commenced seeking and identifying and developing a line of business in the power energy management sector to generate revenue and achieve profitability. However, there are no assurances that profitability will be achieved or that sufficient capital will be raised to initiate such an operation and successfully implement the Company’s business plan. During the two years since management has taken control of the Company, management has been working to identify potential projects and sites on which to establish battery based or traditional generator systems. Although the Company does not presently have any battery or generator systems in operation, management believes that its business plan and approach will result in successful systems which will generate revenue for the Company. The Company will be required to obtain capital (whether through equity or debt or combination thereof) in substantial amounts in order to satisfy its working capital needs and to develop projects as contemplated in its business plan and plan of operations. However, there are no assurances that sufficient capital will be raised. If unable to obtain sufficient capital on reasonable terms, the Company would be forced to restructure, file for bankruptcy or curtail or cease operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 4- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements includes the accounts of Power Efficiency Corporation and its wholly owned subsidiary, Hillsborough Battery I LLC. The subsidiary entity was established to serve as the legal entity for a battery system project to be located in Hillsborough, New Jersey. All significant intercompany transactions and balances have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reporting period. Actual results may differ from those estimates. Actual results could differ from those estimates and the differences could be material. The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and from net operating loss carryovers. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016, there were no deferred taxes from net operating loss carryovers as it is believed that the Corporation will not benefit from any deferred tax benefits resulting from prior year net operating losses. The deferred tax asset of $ 5,584 5,887 The Company has adopted FASB ASC 740-10-25, Accounting for Uncertainty in Income Taxes. The Company is required to recognize, measure, classify, and disclose in the financial statements uncertain tax positions taken or expected to be taken in the Company’s tax returns. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company’s tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax, penalties, and interest as a result of such challenge. The Company’s 2012 and subsequent years remain open for tax examination. The analysis and computation was performed based on our adoption of ASC 718-10-25, which requires the recognition of the fair value of stock-based compensation. For the nine months ended September 30. 2016 and 2015, we recognized $ 13,152 28,683 480 6,432 Advertising costs are expensed as incurred. There were no advertising expenses for the nine and three months ended September 30, 2016 and 2015, respectively. Research and development expenditures are charged to expense as incurred. There were no research and development expenses for the nine and three months ended September 30, 2016 and 2015, respectively. Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company. As of September 30, 2016, there were options outstanding for the purchase of 26,666 At September 30, 2016 the Company had outstanding: an aggregate of 472,002 3,146,679 28,886,843 At December 31, 2015, the Company had 26,420,177 The Financial Accounting Standards Board’s ASC Topic 820, “Fair Value Measurements”, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 inputs to the valuation methodology are unobservable. The Company’s financial instruments, classified as Level 1 within the fair value hierarchy, consist primarily of cash, deferred project costs, restricted deposits in money market accounts, a note receivable from affiliate and accrued dividends payable and expenses. The carrying amount of such financial instruments approximate their respective estimated fair value due to short term maturities and approximate market interest rates of these instruments. The Company’s accrued dividends payable approximate the fair value of such instruments based upon management’s best estimate of debt interest rates that would be available to the Company for financial arrangements at September 30, 2016 and December 31, 2015. The Company had no revenue during the nine and three months ended September 30, 2016 and 2015. The Company’s business model provides that revenue will be derived from payments to the Company as its battery storage systems generate revenue from electric market participants for the sale of electricity into the market. A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements of the Company. |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 5- SHARE BASED COMPENSATION As of September 30, 2016, there were options outstanding for the purchase of 26,666 0.75 9.75 In accordance with ASC 718, the Company determines whether a share payment should be classified and accounted for as a liability award or equity award. All grants of share-based payments to service providers classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using historical pricing. The Company has elected to recognize compensation expense based on the criteria that the stock awards vest immediately on the issuance date. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent period if actual forfeitures differ from initial estimates. In computing the impact, the fair value of each option is estimated on the date of grant based on the BlackScholes options-pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's stock-based compensation expense could be materially In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company's forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company's actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. The impact of applying ASC 718 approximated $ 13,152 The Company adopted a new stock based compensation plan in July, 2016 which provided for a reserve of 5 MCG Enterprises, Inc. 792,300 Becker &; Poliakoff LLP 792,300 Steven A. Caputo 66,666 Total: 1,651,266 MCG Enterprises is an entity controlled by the Company’s Chief Financial Officer. The issuance was for services provided to the Company, namely, making the chief financial officer available to the Company in lieu of any salary or other compensation. Becker &; Poliakoff LLP is the Company’s outside law firm, and one of its partners serves as Secretary of the Company. Steven A. Caputo has provided legal services to the Company with respect to the Hillsborough, NJ battery project, and is the brother of R. Scott Caputo, the Chief Operating Officer and President. Consultant Energy Projects 666,667 Board services 66,667 Legal Services Law Firm - (Becker &; Poliakoff LLP) 333,333 Chief Financial Officer services - (MCG Enterprises, Inc.) 333,333 General Advisory Services Consultant 1,000,000 Total: 2,400,000 In April, 2017, the Company issued an aggregate of 4,500,000 0.10 0.11 4,000,000 0.01 |
NET OPERATING LOSSES
NET OPERATING LOSSES | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 6- NET OPERATING LOSSES As of September 30, 2016, the Company had net operating losses (“NOLs”) of approximately $ 40,000,000 1,200,000 December 31, 2020 100 Management will review the valuation allowance required periodically and make adjustments if warranted. Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the utilization of net operating loss carry forwards is limited under the change in stock ownership rules of the Code. As a result, NOLs prior to the changes of control in 2012 and July 2015 are limited. The Company’s operating loss carry forwards are subject to these limitations. Future ownership changes could also further limit the utilization of any net operating loss carry forwards as of that date. |
DEFERRED PROJECT COSTS
DEFERRED PROJECT COSTS | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | NOTE 7- DEFERRED PROJECT COSTS The Company incurred deferred project costs aggregating the sum of $73,000 through September 30, 2016 related to two battery storage system projects. The costs incurred were for the due diligence fees including consultants and application fees for both zoning and utility and local governments approval of the projects. In light of the passage of time and subsequent events (See Note 8(d)) management has written off the project costs in the amount of $73,000 at September 30, 2016 since the two projects will not be consummated. As of December 31, 2015, deferred project costs were $50,538. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8- COMMITMENTS AND CONTINGENCIES (a) Management Agreement During the period from 2012 until the change of management and control completed in July 2015, the Company had a consulting arrangement with Northcoast Management, which was engaged to provide management services to the Company, including provision of the services of its owner to serve as President of the Company during this tenure at the Company. During the period from late 2012 to July 2015, the Company was either winding down its operations or had ceased substantially all business activities other than maintaining its corporate existence. During the nine months ended September 31, 201 5 16,774 (b) Employment Agreements In October 2016, the Company entered into formal employment agreements with the President and Chief Operating Officer and the Chief Executive Officer. The agreements have a term commencing June 1, 2016 and ending May 31, 2019 (See Notes 13 (d) and (e) - Subsequent Events). (c) Consulting/Employment Agreement The Company entered into a consulting and employment agreement with Mr. Jeffrey Lines in August 2016. As originally contemplated in the agreement, Mr. Lines was retained on a consulting basis and had been serving as a consultant since July 2015. Under the terms of his arrangement with the Company, Mr. Lines was to continue to serve as a consultant until the Company has obtained capital of at least $ 2,000,000 14,580 20,000 14,500 666,667 10,000 150,000 To date, the Company has been unable to obtain capital and therefore unable to employ Mr. Lines on a full time basis as originally contemplated at his expected base salary. In April 2017, the Board of Directors approved the issuance of options to purchase 1,500,000 0.10 (d) Leases for Real Property In connection with a proposed battery storage project contemplated to be developed in Hillsborough, New Jersey, in October 2015, the Company through its then newly formed wholly owned subsidiary Hillsborough Battery I LLC (a New Jersey limited liability company), entered into a real property lease (guaranteed by the Company) for a .5 in February 2016 and at September 30, 2016 the Company was awaiting approval from the municipality for zoning and other local regulatory approvals. The initial lease was five years with an option to extend for an additional five years. 3,000 2,500 50,000 (e) Litigation The Company was not party to any litigation during the nine and three months ended September 30, 2016 and 2015. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 9 RELATED PARTY TRANSACTIONS (a) Notes receivable are from GDD Ventures, LLC, which is owned by the Company’s Chief Operating Officer and President who also is a director of the Company and during the period ended September 30, 2016 was a principal shareholder of the Company. The notes were $ 20,000 10,000 10,000 3 5 (b) In addition, consulting fees aggregating $ 13,100 29,000 29,000 (c) The Company also paid consulting fees to Valeo Partners LLC, an entity owned by the Chief Executive Officer of the Company, who also serves as Chairman of the Board. These fees aggregated $ 14,000 (d) In December, 2015 the Company authorized the issuance of an aggregate of 1,651,266 1,584,600 1,651,266 MCG Enterprises, Inc. 792,300 Becker &; Poliakoff LLP 792,300 Steven A. Caputo 66,666 Total: 1,651,266 MCG Enterprises Inc. is an entity controlled by the Company’s Chief Financial Officer. The issuance was for services provided to the Company, namely, making the chief financial officer available to the Company in lieu of any salary or other compensation. Becker &; Poliakoff LLP is the Company’s outside law firm, and one of its partners serves as Secretary of the Company. Steven Caputo has provided legal services to the Company with respect to the Hillsborough, NJ battery project, and is the brother of the Chief Operating Officer and President. (e) 2,400,000 Consultant Energy Projects 666,667 Board services 66,667 Legal Services Law Firm - (Becker &; Poliakoff LLP) 333,333 Chief Financial Officer services - (MCG Enterprises, Inc.) 333,333 General Advisory Services Consultant 1,000,000 Total: 2,400,000 (f) The Company utilizes office space at the offices of an entity controlled by its Chief Executive Officer who is also a director of the Company. The space is provided at the cost of $450 per calendar quarter. At September 30, 2016, the amount of $ 450 1,350 450 (g) Professional fees on the Statement of Operations include legal fees to Becker &; Poliakoff LLP aggregating $ 157,855 107,108 165,252 Professional fees also include accounting fees to Raphael Goldberg Nikpour Cohen &; Sullivan CPA’s, PLLC aggregating $ 39,353 7,430 87,958 |
EQUITY INCENTIVE PLANS AND AWAR
EQUITY INCENTIVE PLANS AND AWARDS | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY INCENTIVE PLANS AND AWARDS [Text Block] | NOTE 10- EQUITY INCENTIVE PLANS AND AWARDS At September 30, 2016, there were options outstanding to purchase 26,666 0.75 9.75 In 2000, the Company adopted the 2000 Stock Option and Restricted Stock Plan (the “2000 Plan”). On July 16, 2009, the 2000 Plan was amended and restated. The 2000 Plan, as restated and amended, provided for the granting of options to purchase up to 25,000,000 The fair market value of stock options issued that has not been expensed was $ 8,775 351,000 1.0 Nine Months Ended Year Ended September 30, December 31, 2016 2015 Weighted average risk-free rate 1.07 % 1.17 % Average expected life in years 0.25 1.00 Expected dividends 0 0 Volatility 152.20 % 154.22 % Forfeiture rate 52 % 52 % The fair value of options granted is estimated on the date of grant based on the weighted-average assumptions in the table above. The assumption for the expected life is based on evaluations of historical and expected exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. The historical daily stock volatility of the Company’s common stock (the Company’s only class of publicly traded stock) over the estimated life of the stock warrant is used as the basis for the volatility assumption. The Company accounts for employee stock options as compensation expense, in accordance with FASB ASC 718. FASB ASC 718 requires companies to expense the value of employee stock options and similar awards over the requisite service period. In computing the impact, the fair value of each option is estimated on the date of grant based on the Black Scholes options pricing model utilizing certain assumptions for a risk-free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be materially different from what we have recorded in the current period. On July 20, 2016, the Board of Directors approved a new stock based compensation plan entitled the 2016 Omnibus Equity Incentive plan (this “2016 Plan”). The 2016 Plan was adopted by written consent by the holders of a majority of the shares of Common Stock (including holders of the Series B, C-1, D and E preferred stock entitled to vote and voting on an as converted basis) effective July 22, 2016. There are a total of 5,000,000 Under the 2016 Plan, options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other share-based awards and performance awards may be granted to eligible participants. Subject to the reservation of authority by the board of directors to administer the 2016 Plan and act as the committee thereunder, the 2016 Plan will be administered by a committee of (the “Committee”) established by the Board, which committee will have the authority to determine the terms and conditions of awards, and to interpret and administer the 2016 Plan. The maximum number of shares of common stock that are available for awards under the 2016 Plan (subject to the adjustment provisions described in the plan for changes in capitalization), is 5,000,000 Options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock unit awards, other share based awards and performance awards may be granted under the 2016 Plan. Options may be either “incentive stock options,” as defined in Section 422 of the Code, or nonstatutory stock options. Awards may be granted under the 2016 Plan to an employee, non-employee member of the board of directors, consultant or advisor who is a natural person and provides services to the Company or a subsidiary, except for incentive stock options which may be granted only to employees. During the nine and three months ended September 30, 2016, the Company has granted a total of 733,333 |
COMMON STOCK ISSUED
COMMON STOCK ISSUED | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11- COMMON STOCK ISSUED In June 2016, 66,666 1,000 2,400,000 36,000 Consultant Energy Projects 666,667 Board services 66,667 Legal Services Law Firm - (Becker &; Poliakoff LLP) 333,333 Chief Financial Officer services - (MCG Enterprises, Inc.) 333,333 General Advisory Services Consultant 1,000,000 Total: 2,400,000 |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | NOTE 12-PREFERRED STOCK The Company has authorized 10,000,000 0.001 140,000 133,000 175,000 34,625 375,000 304,377 1 for every 15 ACCRUED DIVIDENDS ISSUED AND PAYABLE DESIGNATED OUTSTANDING SEPTEMBER 30, DECEMBER 31, SHARES SHARES 2016 2015 Series B 140,000 133,000 $ 2,527,000 $ 2,128,000 Series C-1 175,000 34,625 526,300 443,200 Series D 375,000 304,377 1,850,600 1,558,400 $ 4,903,900 $ 4,129,600 The Company has not issued or created any shares or classes of preferred stock since 2012. No shares of any class of preferred stock were converted into Common Stock during the year ended December 31, 2015. No shares of preferred stock were issued during the nine or three months ended September 30, 2016 and 2015. Each share of Series B Preferred Stock is convertible into 6.66 shares of the Company’s common stock, subject to adjustment under certain circumstances, based upon a stated value of $50.00 per share. 133,000 886,666 The Series B Preferred Stock is also subject to mandatory conversion in the event the average closing price of the Company’s common stock for any ten day period equals or exceeds $15.00 per share, such conversion to be effective on the trading day immediately following such ten day period. 8 7,000,000 2,527,000 2,128,000 133,000 Each share of Series C-1 Preferred Stock is convertible into 6.66 shares of the Company’s common stock, subject to adjustment under certain circumstances, based upon a stated value of $40.00 per share. 230,833 The Series C-1 Preferred Stock is also subject to mandatory conversion in the event the average closing price of the Company’s common stock for any ten day period equals or exceeds $15.00 per share, such conversion to be effective on the trading day immediately following such ten day period. 8 526,300 443,200 27,700 The Series D preferred stock has an annual dividend equal to 8 5,220,000 16.00 2,029,180 The conversion price for the Series D preferred stock is $ 0.16 1,850,600 1,558,400 97,400 On January 27, 2012 and January 30, 2012, the Company consummated closings of a private placement offering for an aggregate of 305 shares of Series E Convertible Preferred Stock, par value of $ 0.001 The Series E Preferred Stock carried no dividend, and each share of Series E Preferred Stock was convertible into 66,667 shares of Common Stock and also had voting rights on the same basis. 20,333,333 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13-SUBSEQUENT EVENTS In preparing the accompanying financial statements, the Company has reviewed events that have occurred after September 30, 2016, through the date of issuance of the financial statements. No events, other than those described below, have occurred that require disclosure or adjustments. (a) On January 11, 2017, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to effectuate a reverse stock split (“Reverse Split”) on a basis of each 15 shares of issued and outstanding shares of Common Stock into 1 share. 189,052,666 12,603,511 3,146,680 Class of Preferred Stock Pre-Split Conversion Post-Split Conversion Series B 13,300,000 886,667 Series C-1 3,462,500 230,833 Series D 30, 437,700 2,029,180 Total: 3,146,680 Our Class E Preferred Stock has been deemed automatically converted into Common Stock following the Reverse Split; the other classes remain outstanding. The conversion of the Series E Preferred Stock ( 305 shares with a conversion ratio of 666,667 shares each 20,333,333 32,936,844 0.001 350,000,000 (b) On July 30, 2016, the Company was selected through a bid auction process an award for two separate bids to supply up to 12 kilowatts of demand energy savings through the Consolidated Edison Brooklyn Queens Demand Energy Management Program (BQDM). Under this program, Consolidated Edison of New York is offering incentives for energy management. Consolidated Edison of New York, Inc., provides electric, gas and steam service to New York City and Westchester County and is regulated by the New York Public Service Commission (NYSPSC). Under the terms of its original agreement with Consolidated Edison, the Company was required to provide electric usage savings during certain hours for 2017 and 2018 in specified neighborhoods in Brooklyn and Queens, New York and will be required to incur the expense of purchasing and installing such generator systems or develop other systems in order to meet its requirements. The Company joined with an unaffiliated third party to enter into the agreements with Consolidated Edison and develop the projects and provide the funds necessary to obtain issuance of a letter of credit in the amount of $ 790,392 395,196 50 The Company was unable to identify sites to satisfy the BQDM program requirements for the summer of 2017. The original contract with Consolidated Edison required that PEC and its partner deliver 4 megawatts of energy savings in the summer of 2017 and an additional 8 megawatts of energy savings in 2018. The Company notified Consolidated Edison in February 2017 that it would be unable to satisfy the 2017 summer program requirements and Consolidated Edison called upon the letter of credit for program deficiencies in the amount of $ 393,800 The Company does not believe that it will be able to meet the 2018 requirements, and will focus on 2019 and beyond for other energy management programs. The Company may be required to forego any remaining letter of credit proceeds with Consolidated Edison, and is evaluating its legal options to pursue collection of such amounts. (c) During the years 2010 through the third quarter of calendar year 2012, the Company had a San Diego, California office presence. Due to its limited operations during the period the Company had a small number of California based employees and also utilized contractors and consultants during the period for marketing, research and finance functions. This California facility was closed during 2012. Subsequent to the closing of the California facility, during October 2013, the State of California Employment Development Department (EDD) scheduled then initiated and audit of payroll for the Company’s California operations. The period covered by the audit was the period beginning the fourth quarter of 20 I 0 through the third quarter of 2013. Since a new business occupied the premises and EDD was not successful in making contact with the Company they developed an audit liability of $ 195,762 6,074 337 189,688 (d) In October, 2016, the Company entered into a formal employment agreement with its Chief Executive Officer (Gary Weiss). Under the original terms of the agreement with the Company was to pay him a base salary of $ 150,000 Mr. Weiss agreed and acknowledged that from the commencement date (June 1, 2016) and until the first to occur of: (i) the date the Company obtains capital (whether debt or equity) in an amount of at least $2,000,000 of gross proceeds (in any single or series of financing events) which allows for the use by its terms, of the proceeds for payments of salaries to officers; or (ii) such time as the Company achieves Cash Flow Breakeven for two consecutive fiscal quarters, up to 100% of such Base Salary may be accrued as determined by the Board of Directors and thereafter shall be payable upon achievement of such events as set forth in clauses (i) and (ii) above, and provided further, in no event shall any accrued salary be paid later than ten (10) business days after the Company has obtained capital (whether debt or equity) of at least $5,000,000 of gross proceeds (in any single or series of financing events). 60,000 50,000 In April 2017 the Company agreed to issue to Mr. Weiss options to purchase 1,500,000 0.11 Mr. Weiss (through an entity controlled by him) received compensation in the amount of $ 20,235 (e) In October, 2016, the Company entered into a formal employment agreement with its Chief Operating Officer and President, R. Scott Caputo. Under the original terms of the agreement with the Company was to pay him a base salary of $ 150,000 Under the terms of the agreement, Mr. Caputo and the Company recognized that the finances of the Company did not allow for payment of base salary at that time. Mr. Caputo agreed and acknowledged that from the commencement date (June 1, 2016) and until the first to occur of: (i) the date the Company obtains capital (whether debt or equity) in an amount of at least $2,000,000 of gross proceeds (in any single or series of financing events) which allows for the use by its terms, of the proceeds for payments of salaries to officers; or (ii) such time as the Company achieves Cash Flow Breakeven for two consecutive fiscal quarters, up to 100% of such Base Salary may be accrued as determined by the Board of Directors and thereafter shall be payable upon achievement of such events as set forth in clauses (i) and (ii) above, and provided further, in no event shall any accrued salary be paid later than ten (10) business days after the Company has obtained capital (whether debt or equity) of at least $5,000,000 of gross proceeds (in any single or series of financing events). 60,000 50,000 1,500,000 0.10 Mr. Caputo (through an entity controlled by him) received compensation in the amount of $ 37,500 13,100 0 (f) Effective October 13, 2016, the Company issued and sold, in a private placement offering under Section 4(2) of the Securities Act of 1033, as amended, to 6 accredited investors, an aggregate of $ 405,000 10 4,050,000 The notes are unsecured obligations of the Company and are payable upon the earlier of (i) date of payment to the Company of its proportionate share for services or other payment made pursuant to the Company’s agreements in effect from time to time with Generate NY Grid Services LLC under the Consolidated Edison BDQM Program for the 2017 and 2018 years, (ii) within 10 business days of the date of any payment by Generate NY Grid Services LLC intended to be a replacement of funds advanced by the investors for the Company’s portion of the standby letter of credit issued to Consolidated Edison of New York under the Consolidated Edison BDQM Program for the 2017 and 2018 years or (iii) December 31, 2019. The Company also entered into a registration rights agreement with the investors providing for the registration for resale under the Securities Act of 1933 of the shares of common stock issued to them. The agreement provides that the Company will file a registration statement with the SEC within 180 days of closing. Certain members of management participated, including the Chief Financial Officer and Chief Executive Officer through entities controlled by them, participated in the private placement. Additionally, the Company’s outside counsel participated in the private placement offering. The securities issued to such investors are restricted securities and were offered and sold in private transactions to accredited investors (as such term is defined in Rule 501(a), as promulgated under the Securities Act of 1933), without registration under the Securities Act and the securities laws of certain states, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended and similar exemptions under applicable state laws. The securities sold in the foregoing transaction may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. (g) Effective January 25, 2017, Power Efficiency Corporation (PEC) entered into an advisory agreement with Carnegie Hudson Resources Structured Capital, LLC (CHR) whereby CHR and its affiliated entities will provide corporate advisory and investment banking services to the Company. Services which may require a registered broker-dealer will be provided through MCM Securities LLC., an SEC registered broker-dealer. CHR is affiliated with a director of the Company. Under the terms of the agreement, in consideration for its services, CHR and its affiliates were to receive up to 4,000,000 1,000,000 0.01 1,750,000 1,000,000 250,000 0.10 250,000 0.01 (h) On October 1, 2017, the Company delivered a credit promissory note to Valeo Partners LLC, an entity controlled by our Chief Executive Officer. Our Chief Executive Officer has provided funds in the amount of $ 35,004 50,000 5 The note is due on or before the earlier of (i) October 30, 2018 or (ii) within three days of the Company obtaining capital (in the form of equity or debt) from third parties, in an amount of at least $3,000,000, subject to approval of payment by the third party financing parties. The note is unsecured. (i) PEC has executed a non-binding term sheet for an option to purchase the development rights from New Jersey Energy Storage Project One, LLC for a 20 MW battery energy storage (BESS) project located in Bloomsbury, NJ. The system will be used to provide frequency regulation services to PJM Interconnection. Under the option agreement, PEC must enter into a definitive agreement with Project One on or before February 15, 2018, provide funding of certain start-up costs related to the project of $ 75,000 (j) Effective December 20, 2017, the Company amended the terms of its employment arrangements with its Chief Operating Officer and President (Scott Caputo), Chief Executive Officer (Gary Weiss) and Jeffrey Lines, its Vice President. Under these amendments the Company and these employees, recognizing that the Company has been unable to obtain capital to fund its working capital and other needs, and to date has not completed and projects to generate revenue, determined to utilize common stock warrants on a monthly basis, in lieu of cash compensation. The parties agreed that as of June 1, 2017, these individuals would be compensated at the rate of 166,667 Additionally, the Company and each employee also amended the terms of their original agreement to reduce the potential amount of any accrual of unpaid salary to a maximum of $25,000 (two months’ salary) which might be payable upon completion of a financing in excess of $2,000,000 of gross proceeds. However, this accrual amount would only be payable if the employee has not elected to accept the 166,667 warrants per month for any such two months’ period prior to completion of a financing as described above. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policy Text Block [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation: The accompanying consolidated financial statements includes the accounts of Power Efficiency Corporation and its wholly owned subsidiary, Hillsborough Battery I LLC. The subsidiary entity was established to serve as the legal entity for a battery system project to be located in Hillsborough, New Jersey. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reporting period. Actual results may differ from those estimates. Actual results could differ from those estimates and the differences could be material. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents: The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. |
Income Tax, Policy [Policy Text Block] | Income Taxes: Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and from net operating loss carryovers. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016, there were no deferred taxes from net operating loss carryovers as it is believed that the Corporation will not benefit from any deferred tax benefits resulting from prior year net operating losses. The deferred tax asset of $ 5,584 5,887 |
Income Tax Uncertainties, Policy [Policy Text Block] | Uncertain Tax Positions: The Company has adopted FASB ASC 740-10-25, Accounting for Uncertainty in Income Taxes. The Company is required to recognize, measure, classify, and disclose in the financial statements uncertain tax positions taken or expected to be taken in the Company’s tax returns. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Company’s tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax, penalties, and interest as a result of such challenge. The Company’s 2012 and subsequent years remain open for tax examination. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Accounting for Share Based Compensation: The analysis and computation was performed based on our adoption of ASC 718-10-25, which requires the recognition of the fair value of stock-based compensation. For the nine months ended September 30. 2016 and 2015, we recognized $ 13,152 28,683 480 6,432 |
Advertising Costs, Policy [Policy Text Block] | Advertising: Advertising costs are expensed as incurred. There were no advertising expenses for the nine and three months ended September 30, 2016 and 2015, respectively. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development: Research and development expenditures are charged to expense as incurred. There were no research and development expenses for the nine and three months ended September 30, 2016 and 2015, respectively. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share: Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company. As of September 30, 2016, there were options outstanding for the purchase of 26,666 At September 30, 2016 the Company had outstanding: an aggregate of 472,002 3,146,679 28,886,843 At December 31, 2015, the Company had 26,420,177 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments: The Financial Accounting Standards Board’s ASC Topic 820, “Fair Value Measurements”, defines fair value, establishes a three-level valuation hierarchy for fair value measurements and enhances disclosure requirements. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 inputs to the valuation methodology are unobservable. The Company’s financial instruments, classified as Level 1 within the fair value hierarchy, consist primarily of cash, deferred project costs, restricted deposits in money market accounts, a note receivable from affiliate and accrued dividends payable and expenses. The carrying amount of such financial instruments approximate their respective estimated fair value due to short term maturities and approximate market interest rates of these instruments. The Company’s accrued dividends payable approximate the fair value of such instruments based upon management’s best estimate of debt interest rates that would be available to the Company for financial arrangements at September 30, 2016 and December 31, 2015. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition: The Company had no revenue during the nine and three months ended September 30, 2016 and 2015. The Company’s business model provides that revenue will be derived from payments to the Company as its battery storage systems generate revenue from electric market participants for the sale of electricity into the market. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements: A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements of the Company. |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | In December, 2015 the Company authorized the issuance of an aggregate of 1,651,266 shares of Common Stock to the following persons and entities for services (which shares were not issued until June, 2016): MCG Enterprises, Inc. 792,300 Becker &; Poliakoff LLP 792,300 Steven A. Caputo 66,666 Total: 1,651,266 In August 2016, the Company authorized the issuance of, and issued, an aggregate of an additional 2,400,000 shares of restricted stock in consideration of services to the following persons/entities: Consultant Energy Projects 666,667 Board services 66,667 Legal Services Law Firm - (Becker &; Poliakoff LLP) 333,333 Chief Financial Officer services - (MCG Enterprises, Inc.) 333,333 General Advisory Services Consultant 1,000,000 Total: 2,400,000 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | In December, 2015 the Company authorized the issuance of an aggregate of 1,651,266 shares of Common Stock to the following persons and entities for services (which shares were not issued until June, 2016): MCG Enterprises, Inc. 792,300 Becker &; Poliakoff LLP 792,300 Steven A. Caputo 66,666 Total: 1,651,266 In August 2016, the Company authorized the issuance of, and issued, an aggregate of an additional 2,400,000 shares of restricted stock in consideration of services to the following persons/entities: Consultant Energy Projects 666,667 Board services 66,667 Legal Services Law Firm - (Becker &; Poliakoff LLP) 333,333 Chief Financial Officer services - (MCG Enterprises, Inc.) 333,333 General Advisory Services Consultant 1,000,000 Total: 2,400,000 |
EQUITY INCENTIVE PLANS AND AW22
EQUITY INCENTIVE PLANS AND AWARDS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants: Nine Months Ended Year Ended September 30, December 31, 2016 2015 Weighted average risk-free rate 1.07 % 1.17 % Average expected life in years 0.25 1.00 Expected dividends 0 0 Volatility 152.20 % 154.22 % Forfeiture rate 52 % 52 % |
COMMON STOCK ISSUED (Tables)
COMMON STOCK ISSUED (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | In August 2016, an aggregate of 2,400,000 36,000 Consultant Energy Projects 666,667 Board services 66,667 Legal Services Law Firm - (Becker &; Poliakoff LLP) 333,333 Chief Financial Officer services - (MCG Enterprises, Inc.) 333,333 General Advisory Services Consultant 1,000,000 Total: 2,400,000 |
PREFERRED STOCK (Tables)
PREFERRED STOCK (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Preferred Stock [Member] | |
Schedule of Stock by Class [Table Text Block] | At September 30, 2016 and December 31, 2015, the Company had: ACCRUED DIVIDENDS ISSUED AND PAYABLE DESIGNATED OUTSTANDING SEPTEMBER 30, DECEMBER 31, SHARES SHARES 2016 2015 Series B 140,000 133,000 $ 2,527,000 $ 2,128,000 Series C-1 175,000 34,625 526,300 443,200 Series D 375,000 304,377 1,850,600 1,558,400 $ 4,903,900 $ 4,129,600 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Schedule of Conversions of Stock [Table Text Block] | As a result of the Reverse Split, our remaining classes of Preferred Stock would be convertible into an aggregate of approximately 3,146,680 Class of Preferred Stock Pre-Split Conversion Post-Split Conversion Series B 13,300,000 886,667 Series C-1 3,462,500 230,833 Series D 30, 437,700 2,029,180 Total: 3,146,680 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Textual) | Jan. 11, 2017 |
Subsequent Event [Member] | |
Stockholders' Equity, Reverse Stock Split | on a basis of each 15 shares of issued and outstanding shares of Common Stock representing 1 share of Common Stock |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) | Sep. 30, 2016USD ($) |
Working capital deficiency | $ 276,966 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Deferred Tax Assets, Net of Valuation Allowance | $ 5,584 | $ 5,584 | $ 5,887 | ||
Share-based Compensation | $ 480 | $ 6,432 | $ 13,152 | $ 28,683 | |
Preferred Stock, Shares Issued | 472,002 | 472,002 | 472,002 | ||
Preferred Stock, Shares Outstanding | 472,002 | 472,002 | 472,002 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,146,680 | 3,146,680 | 3,146,680 | ||
Common Stock, Shares, Issued | 28,886,843 | 28,886,843 | 26,420,177 | ||
Common Stock, Shares, Outstanding | 28,886,843 | 28,886,843 | 26,420,177 | ||
Employee Stock Option [Member] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 26,666 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details) - shares | 1 Months Ended | |
Aug. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,651,266 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,400,000 | |
MCG Enterprises, Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 792,300 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 333,333 | |
Becker Poliakoff LLP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 792,300 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 333,333 | |
Steven A. Caputo [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 66,666 | |
Consultant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 666,667 | |
Board services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 66,667 | |
General Advisory Services Consultant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,000 |
SHARE BASED COMPENSATION (Det30
SHARE BASED COMPENSATION (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 26,666 | 26,666 | ||||
Share-based Compensation | $ 480 | $ 6,432 | $ 13,152 | $ 28,683 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | |||||
Subsequent Event [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,500,000 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.75 | $ 0.75 | ||||
Minimum [Member] | Subsequent Event [Member] | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 0.10 | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 9.75 | $ 9.75 | ||||
Maximum [Member] | Subsequent Event [Member] | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.11 |
NET OPERATING LOSSES (Details T
NET OPERATING LOSSES (Details Textual) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 40,000,000 |
Operating Loss Carryforward, Amount Limited For Use | $ 1,200,000 |
Operating Loss Carryforwards Commencement Of Expiration Date | Dec. 31, 2020 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 100.00% |
DEFERRED PROJECT COSTS (Details
DEFERRED PROJECT COSTS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Project Costs | $ 73,000 | $ 0 | $ 73,000 | $ 0 | |
Deferred Costs, Noncurrent | $ 0 | $ 0 | $ 50,538 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2017$ / sharesshares | Aug. 31, 2016shares | Sep. 30, 2016USD ($)a | Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Payment for Management Fee | $ 16,774 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 2,400,000 | |||||
Deposits Required For Commencement Of Commercial Operation | $ 50,000 | $ 50,000 | ||||
Lessee, Finance Lease, Monthly Rent | 3,000 | |||||
Lessee, Finance Lease, Increased Monthly Rent | $ 2,500 | |||||
Lessee, Finance Lease, Option to Extend | The initial lease was five years with an option to extend for an additional five years. | |||||
Mr. Lines [Member] | ||||||
Capital Required For Full Time Employment | 2,000,000 | $ 2,000,000 | ||||
Consulting Fees | 14,500 | 20,000 | $ 14,580 | |||
Salaries, Wages and Officers' Compensation | 150,000 | |||||
Mr. Lines [Member] | Scenario, Forecast [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares | 1,500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 5 years | |||||
Mr. Lines [Member] | 2016 Plan [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 10,000 | $ 10,000 | ||||
Hillsborough Battery I LLC [Member] | ||||||
Land Subject to Ground Leases | a | 0.5 | 0.5 | ||||
Consultant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 666,667 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - shares | 1 Months Ended | |
Aug. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,651,266 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,400,000 | |
MCG Enterprises, Inc. [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 792,300 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 333,333 | |
Becker Poliakoff LLP [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 792,300 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 333,333 | |
Steven A. Caputo [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 66,666 | |
Consultant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 666,667 | |
Board services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 66,667 | |
General Advisory Services Consultant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,000 |
RELATED PARTY TRANSACTIONS (D35
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2013 | |
Notes Receivable, Related Parties, Noncurrent | $ 20,000 | $ 20,000 | $ 0 | ||||
Costs and Expenses, Related Party | $ 0 | $ 43,000 | $ 13,100 | $ 43,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,651,266 | ||||||
Common Stock, Shares, Issued | 28,886,843 | 28,886,843 | 26,420,177 | ||||
Common Stock, Shares, Outstanding | 28,886,843 | 28,886,843 | 26,420,177 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,400,000 | ||||||
Accrued Rent, Current | $ 450 | $ 450 | |||||
Accrued Professional Fees | $ 195,762 | ||||||
Accrued Liabilities, Current | 288,140 | 288,140 | $ 286,489 | ||||
Operating Leases, Rent Expense | 450 | 1,350 | |||||
Valeo Partners LLC [Member] | |||||||
Costs and Expenses, Related Party | 14,000 | 14,000 | |||||
Investor [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,651,266 | ||||||
Common Stock, Shares, Issued | 1,584,600 | ||||||
Common Stock, Shares, Outstanding | 1,584,600 | ||||||
GDD Ventures, LLC [Member] | |||||||
Notes Receivable, Related Parties, Noncurrent | 20,000 | 20,000 | $ 10,000 | ||||
Costs and Expenses, Related Party | $ 29,000 | 13,100 | $ 29,000 | ||||
Raphael Goldberg Nikpour Cohen Sullivan CPA’s, PLLC [Member] | |||||||
Professional Fees | 7,430 | 39,353 | |||||
Accrued Professional Fees | 87,958 | 87,958 | |||||
Becker Poliakoff LLP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 792,300 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 333,333 | ||||||
Legal Fees | 107,108 | 157,855 | |||||
Accrued Liabilities, Current | 165,252 | 165,252 | |||||
Notes Receivable One [Member] | GDD Ventures, LLC [Member] | |||||||
Due from Related Parties | $ 10,000 | $ 10,000 | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.00% | 3.00% | |||||
Notes Receivable Two [Member] | GDD Ventures, LLC [Member] | |||||||
Due from Related Parties | $ 10,000 | $ 10,000 | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.00% | 5.00% |
EQUITY INCENTIVE PLANS AND AW36
EQUITY INCENTIVE PLANS AND AWARDS (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Weighted average risk-free rate | 1.07% | 1.17% |
Average expected life in years | 3 months | 1 year |
Expected dividends | $ 0 | $ 0 |
Volatility | 152.20% | 154.22% |
Forfeiture rate | 52.00% | 52.00% |
EQUITY INCENTIVE PLANS AND AW37
EQUITY INCENTIVE PLANS AND AWARDS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 20, 2016 | Jul. 16, 2009 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Jul. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 26,666 | 26,666 | ||||
Time Period for Using Unexpended Amount of Stock Options | 3 months | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 8,775 | $ 8,775 | $ 351,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 3 months | 1 year | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | |||||
2000 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 25,000,000 | |||||
2016 Plan [Member] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 733,333 | 733,333 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | |||||
Stock Issued During Period, Shares, Available for Awards | 5,000,000 | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 9.75 | $ 9.75 | ||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.75 | $ 0.75 |
COMMON STOCK ISSUED (Details)
COMMON STOCK ISSUED (Details) - shares | Sep. 30, 2016 | Aug. 31, 2016 | Dec. 31, 2015 |
Common Stock, Shares, Issued | 28,886,843 | 26,420,177 | |
Common Stock [Member] | |||
Common Stock, Shares, Issued | 2,400,000 | ||
Consultant [Member] | Common Stock [Member] | |||
Common Stock, Shares, Issued | 666,667 | ||
Board services [Member] | Common Stock [Member] | |||
Common Stock, Shares, Issued | 66,667 | ||
Becker Poliakoff LLP [Member] | Common Stock [Member] | |||
Common Stock, Shares, Issued | 333,333 | ||
MCG Enterprises, Inc. [Member] | Common Stock [Member] | |||
Common Stock, Shares, Issued | 333,333 | ||
General Advisory Services Consultant [Member] | Common Stock [Member] | |||
Common Stock, Shares, Issued | 1,000,000 |
COMMON STOCK ISSUED (Details Te
COMMON STOCK ISSUED (Details Textual) - USD ($) | Sep. 30, 2016 | Aug. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Common Stock, Shares, Issued | 28,886,843 | 26,420,177 | ||
Common Stock, Value, Issued | $ 28,887 | $ 26,420 | ||
Common Stock [Member] | ||||
Common Stock, Shares, Issued | 2,400,000 | |||
Common Stock, Value, Issued | $ 36,000 | |||
Steven A. Caputo [Member] | ||||
Common Stock, Shares, Issued | 66,666 | |||
Common Stock, Value, Issued | $ 1,000 |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 472,002 | 472,002 |
Preferred Stock, Shares Outstanding | 472,002 | 472,002 |
Dividends Payable Noncurrent | $ 4,903,900 | $ 4,129,600 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 140,000 | 140,000 |
Preferred Stock, Shares Issued | 133,000 | 133,000 |
Preferred Stock, Shares Outstanding | 133,000 | 133,000 |
Dividends Payable Noncurrent | $ 2,527,000 | $ 2,128,000 |
Series C-1 Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 175,000 | 175,000 |
Preferred Stock, Shares Issued | 34,625 | 34,625 |
Preferred Stock, Shares Outstanding | 34,625 | 34,625 |
Dividends Payable Noncurrent | $ 526,300 | $ 443,200 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 375,000 | 375,000 |
Preferred Stock, Shares Issued | 304,377 | 304,377 |
Preferred Stock, Shares Outstanding | 304,377 | 304,377 |
Dividends Payable Noncurrent | $ 1,850,600 | $ 1,558,400 |
PREFERRED STOCK (Details Textua
PREFERRED STOCK (Details Textual) - USD ($) | Jan. 30, 2012 | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Value, Issued | $ 472 | $ 472 | |
Preferred Stock, Shares Issued | 472,002 | 472,002 | |
Preferred Stock, Shares Outstanding | 472,002 | 472,002 | |
Convertible Preferred Stock, Shares Issued upon Conversion | 3,146,680 | 3,146,680 | |
Series B Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 140,000 | 140,000 | |
Preferred Stock, Value, Issued | $ 7,000,000 | $ 7,000,000 | |
Preferred Stock, Shares Issued | 133,000 | 133,000 | |
Preferred Stock, Shares Outstanding | 133,000 | 133,000 | |
Convertible Preferred Stock, Terms of Conversion | Each share of Series B Preferred Stock is convertible into 6.66 shares of the Company’s common stock, subject to adjustment under certain circumstances, based upon a stated value of $50.00 per share. | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 886,666 | 886,666 | |
Convertible Preferred Stock, Description of Mandatory Conversion | The Series B Preferred Stock is also subject to mandatory conversion in the event the average closing price of the Companys common stock for any ten day period equals or exceeds $15.00 per share, such conversion to be effective on the trading day immediately following such ten day period. | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% | |
Dividends Payable, Current | $ 2,527,000 | $ 2,128,000 | |
Dividends | $ 133,000 | $ 133,000 | |
Series C-1 Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 175,000 | 175,000 | |
Preferred Stock, Shares Issued | 34,625 | 34,625 | |
Preferred Stock, Shares Outstanding | 34,625 | 34,625 | |
Convertible Preferred Stock, Terms of Conversion | Each share of Series C-1 Preferred Stock is convertible into 6.66 shares of the Company’s common stock, subject to adjustment under certain circumstances, based upon a stated value of $40.00 per share. | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 230,833 | 230,833 | |
Convertible Preferred Stock, Description of Mandatory Conversion | The Series C-1 Preferred Stock is also subject to mandatory conversion in the event the average closing price of the Companys common stock for any ten day period equals or exceeds $15.00 per share, such conversion to be effective on the trading day immediately following such ten day period. | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% | |
Dividends Payable, Current | $ 526,300 | $ 443,200 | |
Dividends | $ 27,700 | $ 27,700 | |
Series D Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 375,000 | 375,000 | |
Preferred Stock, Value, Issued | $ 5,220,000 | $ 5,220,000 | |
Preferred Stock, Shares Issued | 304,377 | 304,377 | |
Preferred Stock, Shares Outstanding | 304,377 | 304,377 | |
Convertible Preferred Stock, Terms of Conversion | The conversion price for the Series D preferred stock is $0.16 per share, and the Series D preferred stock is subject to mandatory conversion of 100 common shares per 1 Series D preferred share, in the event the average closing price of the Company’s common stock for any ten day period equals or exceeds $7.50 per share and the average daily trading volume is at least 50,000 shares of common stock per day during such ten-day period, such conversion to be effective on the trading day immediately following such ten day period. | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,029,180 | 2,029,180 | |
Preferred Stock, Dividend Rate, Percentage | 8.00% | 8.00% | |
Dividends Payable, Current | $ 1,850,600 | $ 1,558,400 | |
Dividends | $ 97,400 | $ 97,400 | |
Convertible Preferred Stock, Conversion Price | $ 0.16 | $ 0.16 | |
Share Price | $ 16 | $ 16 | |
Series E Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||
Stockholders' Equity, Reverse Stock Split | 1 for every 15 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 20,333,333 | ||
Stock Issued During Period, Shares, New Issues | 305 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Shares Outstanding | 472,002 | 472,002 |
Convertible Preferred Stock, Shares Issued upon Conversion | 3,146,680 | 3,146,680 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Outstanding | 133,000 | 133,000 |
Convertible Preferred Stock, Shares Issued upon Conversion | 886,666 | 886,666 |
Series C-1 Preferred Stock [Member] | ||
Preferred Stock, Shares Outstanding | 3,462,500 | 3,462,500 |
Convertible Preferred Stock, Shares Issued upon Conversion | 230,833 | 230,833 |
Series D Preferred Stock [Member] | ||
Preferred Stock, Shares Outstanding | 304,377 | 304,377 |
Convertible Preferred Stock, Shares Issued upon Conversion | 2,029,180 | 2,029,180 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Oct. 01, 2017 | Jan. 11, 2017 | Oct. 13, 2016 | Jan. 30, 2012 | Feb. 15, 2018 | Dec. 31, 2017 | Dec. 20, 2017 | Nov. 30, 2017 | Apr. 30, 2017 | Jan. 25, 2017 | Oct. 31, 2016 | Jul. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jan. 16, 2018 | Jun. 01, 2017 | Feb. 28, 2017 | Jan. 17, 2017 | Jul. 31, 2016 | Jun. 02, 2016 | Sep. 30, 2013 |
Common Stock, Shares, Issued | 28,886,843 | 28,886,843 | 26,420,177 | ||||||||||||||||||||||
Common Stock, Shares, Outstanding | 28,886,843 | 28,886,843 | 26,420,177 | ||||||||||||||||||||||
Conversion of Stock, Shares Issued | 20,333,333 | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Common Stock, Shares Authorized | 350,000,000 | 350,000,000 | 350,000,000 | ||||||||||||||||||||||
Accrued Professional Fees | $ 195,762 | ||||||||||||||||||||||||
Other Nonoperating Income | $ 156 | $ 6 | $ 190,244 | $ 22 | |||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,146,680 | 3,146,680 | 3,146,680 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||
Accrued Salaries | $ 60,000 | ||||||||||||||||||||||||
Accrued Salaries, Current | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Payment for Administrative Fees | $ 20,235 | ||||||||||||||||||||||||
Chief Operating Officer [Member] | |||||||||||||||||||||||||
Accrued Salaries | $ 60,000 | ||||||||||||||||||||||||
Accrued Salaries, Current | 50,000 | 50,000 | |||||||||||||||||||||||
Payment for Administrative Fees | $ 0 | $ 13,100 | $ 37,500 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Accrued Professional Fees | $ 6,074 | ||||||||||||||||||||||||
Audit Fees Payable Per Month | 337 | ||||||||||||||||||||||||
Other Nonoperating Income | 189,688 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,500,000 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,050,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||||||||
Subsequent Event [Member] | Promissory Notes [Member] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 405,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||
Accrued Salaries | $ 150,000 | ||||||||||||||||||||||||
Officers' Compensation Description | Mr. Weiss agreed and acknowledged that from the commencement date (June 1, 2016) and until the first to occur of: (i) the date the Company obtains capital (whether debt or equity) in an amount of at least $2,000,000 of gross proceeds (in any single or series of financing events) which allows for the use by its terms, of the proceeds for payments of salaries to officers; or (ii) such time as the Company achieves Cash Flow Breakeven for two consecutive fiscal quarters, up to 100% of such Base Salary may be accrued as determined by the Board of Directors and thereafter shall be payable upon achievement of such events as set forth in clauses (i) and (ii) above, and provided further, in no event shall any accrued salary be paid later than ten (10) business days after the Company has obtained capital (whether debt or equity) of at least $5,000,000 of gross proceeds (in any single or series of financing events). | ||||||||||||||||||||||||
Subsequent Event [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||
Accrued Salaries | $ 150,000 | ||||||||||||||||||||||||
Officers' Compensation Description | Under the terms of the agreement, Mr. Caputo and the Company recognized that the finances of the Company did not allow for payment of base salary at that time. Mr. Caputo agreed and acknowledged that from the commencement date (June 1, 2016) and until the first to occur of: (i) the date the Company obtains capital (whether debt or equity) in an amount of at least $2,000,000 of gross proceeds (in any single or series of financing events) which allows for the use by its terms, of the proceeds for payments of salaries to officers; or (ii) such time as the Company achieves Cash Flow Breakeven for two consecutive fiscal quarters, up to 100% of such Base Salary may be accrued as determined by the Board of Directors and thereafter shall be payable upon achievement of such events as set forth in clauses (i) and (ii) above, and provided further, in no event shall any accrued salary be paid later than ten (10) business days after the Company has obtained capital (whether debt or equity) of at least $5,000,000 of gross proceeds (in any single or series of financing events). | ||||||||||||||||||||||||
Letter of Credit [Member] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 790,392 | ||||||||||||||||||||||||
Proceeds from Lines of Credit | $ 395,196 | ||||||||||||||||||||||||
Line of Credit Facility, Commitment Fee Percentage | 50.00% | ||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 305 | ||||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | 305 shares with a conversion ratio of 666,667 shares each | ||||||||||||||||||||||||
Scenario, Forecast [Member] | |||||||||||||||||||||||||
Common Stock, Shares, Issued | 32,936,844 | 12,603,511 | 189,052,666 | ||||||||||||||||||||||
Common Stock, Shares, Outstanding | 32,936,844 | 12,603,511 | 189,052,666 | ||||||||||||||||||||||
Officers' Compensation Description | Additionally, the Company and each employee also amended the terms of their original agreement to reduce the potential amount of any accrual of unpaid salary to a maximum of $25,000 (two months’ salary) which might be payable upon completion of a financing in excess of $2,000,000 of gross proceeds. However, this accrual amount would only be payable if the employee has not elected to accept the 166,667 warrants per month for any such two months’ period prior to completion of a financing as described above. | ||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 35,004 | ||||||||||||||||||||||||
Payments to Acquire Projects | $ 75,000 | ||||||||||||||||||||||||
Number of Common Stock Warrants to be Compensated | 166,667 | ||||||||||||||||||||||||
Officers' Compensation Additional Description | Additionally, the Company and each employee also amended the terms of their original agreement to reduce the potential amount of any accrual of unpaid salary to a maximum of $25,000 (two months’ salary) which might be payable upon completion of a financing in excess of $2,000,000 of gross proceeds. However, this accrual amount would only be payable if the employee has not elected to accept the 166,667 warrants per month for any such two months’ period prior to completion of a financing as described above. | ||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 3,146,680 | ||||||||||||||||||||||||
Scenario, Forecast [Member] | Valeo Partners LLC [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | ||||||||||||||||||||||||
Debt Instrument, Payment Terms | Additionally, the Company and each employee also amended the terms of their original agreement to reduce the potential amount of any accrual of unpaid salary to a maximum of $25,000 (two months’ salary) which might be payable upon completion of a financing in excess of $2,000,000 of gross proceeds. However, this accrual amount would only be payable if the employee has not elected to accept the 166,667 warrants per month for any such two months’ period prior to completion of a financing as described above. | ||||||||||||||||||||||||
Scenario, Forecast [Member] | Carnegie Hudson Resources Structured Capital LLC [Member] | |||||||||||||||||||||||||
Class of Warrant or Right to be Issued | 4,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right Ineligible for Issuance | 1,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right,Term | 5 years | 5 years | 5 years | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.10 | $ 0.01 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,750,000 | ||||||||||||||||||||||||
Additional Class of Warrant or Right to be Issued or Vested | 250,000 | 250,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,000,000 | ||||||||||||||||||||||||
Scenario, Forecast [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,500,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.11 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||
Scenario, Forecast [Member] | Chief Executive Officer [Member] | Valeo Partners LLC [Member] | Unsecured Debt [Member] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||
Scenario, Forecast [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,500,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.10 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||||||||||||||
Scenario, Forecast [Member] | Letter of Credit [Member] | |||||||||||||||||||||||||
Letter Of Credit Called For Program Deficiencies | $ 393,800 |