Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 08, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | VIASPACE Inc. | ||
Entity Central Index Key | 0001270200 | ||
Document Type | 10-K | ||
Trading Symbol | VSPC | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 9,464,146 | ||
Entity Common Stock, Shares Outstanding | 4,732,073,007 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Fiscal Year Focus | 2018 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and equivalents | $ 5,000 | $ 4,000 |
Related party Receivables | 2,000 | |
Prepaid expenses | 11,000 | 22,000 |
TOTAL CURRENT ASSETS | 18,000 | 26,000 |
OTHER ASSETS: | ||
Investment in Almaden Energy Group | 0 | 6,000 |
Other assets | 1,000 | 1,000 |
TOTAL OTHER ASSETS | 1,000 | 7,000 |
TOTAL ASSETS | 19,000 | 33,000 |
CURRENT LIABILITIES: | ||
Accounts payable | 89,000 | 83,000 |
Related party payables | 33,000 | 16,000 |
Accrued expenses | 18,000 | 18,000 |
Unearned revenue | 55,000 | 20,000 |
Related party payables | 749,000 | 749,000 |
TOTAL CURRENT LIABILITIES | 944,000 | 886,000 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
SHAREHOLDERS’ DEFICIT: | ||
Preferred stock, $0.0001 par value in 2018 and 2017, 10,000,000 shares authorized, one share of Series A preferred stock issued and outstanding in 2018 and 2017 | 0 | 0 |
Common stock, $0.0001 par value in 2018 and 2017, 8,000,000,000 shares authorized, 3,926,744,551 shares issued and 3,826,744,551 shares outstanding as of December 31, 2018, and 3,402,514,447 shares issued and 3,302,514,447 shares outstanding as of December 31, 2017 | 383,000 | 330,000 |
Additional paid in capital | 53,783,000 | 53,136,000 |
Accumulated deficit | (55,091,000) | (54,319,000) |
Total shareholders’ deficit | (925,000) | (853,000) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 19,000 | $ 33,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 8,000,000,000 | 8,000,000,000 |
Common stock, shares issued | 3,926,744,551 | 3,402,514,447 |
Common stock, shares outstanding | 3,826,744,551 | 3,302,514,447 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUES | $ 26,000 | $ 116,000 |
REVENUES FROM RELATED PARTY | 67,000 | 0 |
TOTAL REVENUES | 93,000 | 116,000 |
COST OF REVENUES | 31,000 | 30,000 |
GROSS PROFIT | 62,000 | 86,000 |
OPERATING EXPENSES | ||
Operations | 29,000 | 32,000 |
Selling, general and administrative | 711,000 | 775,000 |
Total operating expenses | 740,000 | 807,000 |
LOSS FROM OPERATIONS | (678,000) | (721,000) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (88,000) | (141,000) |
Other expense | (6,000) | (9,000) |
Other income | 0 | 0 |
Total other expense | (94,000) | (150,000) |
LOSS BEFORE INCOME TAXES | (772,000) | (871,000) |
Income taxes | 0 | 0 |
NET LOSS | $ (772,000) | $ (871,000) |
WEIGHTED AVERAGE SHARES OUTSTANDING — Basic and diluted | 3,736,160,914 | 3,215,345,848 |
STATEMENTS OF SHAREHOLDERS EQUI
STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT) - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning balance, value at Dec. 31, 2016 | $ (708,000) | $ 282,000 | $ 52,458,000 | $ (53,448,000) |
Beginning balance, shares at Dec. 31, 2016 | 2,819,472,132 | |||
Shares issued for consulting services, value | 3,000 | 3,000 | ||
Shares issued for consulting services, shares | 3,000,000 | |||
Reclass earned consultant shares, value | 75,000 | $ 5,000 | 70,000 | |
Reclass earned consultant shares, shares | 50,000,000 | |||
Beneficial conversion feature of convertible debt | 139,000 | 139,000 | ||
Stock issued upon conversion of related party notes payable, value | 139,000 | $ 42,000 | 97,000 | |
Stock issued upon conversion of related party notes payable, shares | 424,455,723 | |||
Stock issued to non-related parties upon purchase of common shares, value | 5,000 | $ 1,000 | 4,000 | |
Stock issued to non-related parties upon purchase of common shares, shares | 5,586,592 | |||
Non cash compensation related to stock options | 365,000 | 365,000 | ||
Net loss | (871,000) | (871,000) | ||
Ending balance, value at Dec. 31, 2017 | (853,000) | $ 330,000 | 53,136,000 | (54,319,000) |
Ending balance, shares at Dec. 31, 2017 | 3,302,514,447 | |||
Shares issued for consulting services, value | 4,000 | $ 1,000 | 3,000 | |
Shares issued for consulting services, shares | 6,320,000 | |||
Beneficial conversion feature of convertible debt | 88,000 | 88,000 | ||
Stock issued upon conversion of related party notes payable, value | 88,000 | $ 52,000 | 36,000 | |
Stock issued upon conversion of related party notes payable, shares | 517,910,104 | |||
Non cash compensation related to stock options | 520,000 | 520,000 | ||
Net loss | (772,000) | (772,000) | ||
Ending balance, value at Dec. 31, 2018 | $ (925,000) | $ 383,000 | $ 53,783,000 | $ (55,091,000) |
Ending balance, shares at Dec. 31, 2018 | 3,826,744,551 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (772,000) | $ (871,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option and stock compensation | 520,000 | 365,000 |
Amortization of prepaid expenses | 12,000 | 66,000 |
Stock issued for expense | 4,000 | 3,000 |
Amortization of debt discount | 87,000 | 139,000 |
Loss (gain) on minority investment in Almaden Energy Group | 6,000 | 9,000 |
Decrease (increase) in: | ||
Accounts receivable | (2,000) | 0 |
Prepaid expenses and Other assets | 0 | 2,000 |
Increase (decrease) in: | ||
Accounts payable | 6,000 | 14,000 |
Accrued expenses and other | 0 | (11,000) |
Unearned revenue | 35,000 | 0 |
Related party payables | 17,000 | 125,000 |
Net cash used in operating activities | (87,000) | (159,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used in investing activities | 0 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable- related party | 88,000 | 139,000 |
Stock issued for investment by related parties | 0 | 0 |
Stock issued for investment by non-related parties | 0 | 5,000 |
Net cash provided by financing activities | 88,000 | 144,000 |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 1,000 | (15,000) |
CASH AND EQUIVALENTS, Beginning of year | 4,000 | 19,000 |
CASH AND EQUIVALENTS, End of year | 5,000 | 4,000 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | $ 0 |
Supplemental Disclosure on Non-Cash Activities | ||
Common stock issued for future services, shares | 50,000,000 | |
Common stock issued for future services, value | $ 75,000 | |
Discount on loans from beneficial conversion feature | 88,000 | 139,000 |
Convertible loans converted to equity | $ 88,000 | $ 139,000 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Description of Business – VIASPACE Inc. (“we”, “us”, “VIASPACE”, or the “Company”) was founded in July 1998. Its business involves renewable energy and is based on biomass, in particular our license to a dedicated energy crop with the trademark “Giant King ® GKG can be burned in 100% biomass power plants to generate electricity; made into pellets that can be burned together with coal to reduce carbon emissions from existing power plants; generate bio methane through anaerobic digestion, and can be used as a feedstock for low carbon liquid biofuels for transportation, biochemicals and bio plastics. Cellulosic ethanol, bio butanol and other liquid cellulosic biofuels, do not use corn or other food sources as feedstock. GKG can also be used as animal feed. GKG and other plants absorb and store carbon dioxide from the atmosphere as they grow. When they are burned, they release the carbon dioxide back into the atmosphere, but it is the same carbon dioxide that was removed from the atmosphere, and so this process is carbon neutral. Small amounts of fossil fuel are used by the farm equipment, transportation of GKG and fertilizer, so that the overall process of growing and burning GKG probably has some net carbon dioxide emissions, but much lower emissions than burning coal or other fossil fuels directly to create the same amount of energy. GKG has been independently tested by customers and been shown to have excellent energy content, high bio methane production, and the cellulosic sugar content needed for biofuels and biochemicals. Going Concern – The Company has incurred significant losses from operations, resulting in an accumulated deficit of $55,091,000. The Company expects such losses to continue. On November 30, 2016, the Company entered into a Loan Agreement with former CEO Haris Basit whereby he agreed to fund the Company $100,000 over a two-year period. On February 23, 2017, the Company entered into a Loan Agreement with Dr. Schewe whereby he agreed to fund the Company up to $100,000 over a two-year period. On July 25, 2017, the Company entered into a Loan Agreement with Dr. Carl Kukkonen, former CTO of the Company, whereby he agreed to fund the Company up to $25,000 over a two-year period. On May 24, 2018, the Company entered into a Loan Agreement with Dr. Schewe whereby he agreed to fund the Company up to $100,000 over a two-year period. The Company expects loans from Dr. Schewe, Mr. Basit and Dr. Kukkonen and revenue generated from future contracts using the sublicense it has for Giant King Grass to fund operations for the foreseeable future. However, no assurance can be given that Dr. Schewe, Mr. Basit and Dr. Kukkonen will continue to fund the Company or that sales contracts will be obtained in the future, or if they are obtained, that they will be profitable. Accordingly, there continues to be substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any other adjustments that might result from the outcome of these uncertainties. Basis of Presentation – The accompanying audited financial statements of the Company were prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for financial information and with Securities and Exchange Commission (“SEC”) instructions to Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Certain reclassifications were made to the December 31, 2017 financial statements to conform to the December 31, 2018 financial statement presentation. Use of Estimates in the Preparation of the Financial Statements – The preparation of financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents – The Company considers all highly-liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2018 or 2017. Income Taxes – Income taxes are accounted for under the asset and liability approach, where deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities, and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense, net and other income (expense), net, respectively. Revenue Recognition – The Company has three revenue models for GKG: 1. contract plantation establishment, support and licensing for a customer; 2. collaborative agreements to establish a test plot in the customer’s location to determine that GKG grows sufficiently for the customer to use in their particular application; and 3. consulting agreement services for customers considering the establishment of a grass plantation in their particular country or location. The Company must complete certain performance obligations for all three revenue models before recognizing revenue. The first is oversight and technical assistance on best practices for growing GKG at the customer’s site. Agreements with customers generally include time periods when the oversight and technical assistance is to be provided. Revenue recognition for this performance obligation is allocated during the time period the assistance is provided. The second performance obligation is providing customers with seedlings for the initial plot. Once seedlings are shipped to the customer’s location this obligation is considered complete and the revenue is recognized on shipment date. The last performance obligation is ensuring licensing rights be extended to customers to allow them to grow GKG in agreed upon regions and during certain periods. While an agreement is in place with a customer revenue earned from licensing is recognized at the time of payment. Deferred revenue represents payments received which are related to future performance. For the year ending December 31, 2018 and 2017, the Company has recognized revenues under revenue models 2 and 3. With regard to revenue recognition in connection with agreements that include multiple performance obligations, management reviews the relevant terms of the agreements and determines whether the Company has satisfied a performance obligation in accordance with FASB Topic 606. The revenue is recognized when or as the Company satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. If it is determined that payments have been received prior to satisfying the performance obligation, the revenue will be deferred and included in deferred revenue within our balance sheet until such time that the performance obligation is satisfied at a point in time or over time. Management reviews and reevaluates such conclusions as each item in the arrangement is delivered and circumstances of the development arrangement change. Major Customers – A relatively small number of customers account for a significant percentage of the Company’s sales. Four customers represented 100% of revenues for the year ending December 31, 2017 and three customers represented 100% of revenues for the year ending December 31, 2018. Stock Based Compensation – VIASPACE has a stock-based compensation plan. The Company has adopted the accounting and disclosure provisions of “Share-Based Payments”, codified in FASB ASC Topic 718, using the modified prospective application transition method. FASB ASC Topic 718 requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values using the modified prospective transition method. FASB ASC Topic 718 requires companies to estimate the fair value of share-based payment awards to employees and directors on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite services periods on a straight-line basis in the Company’s Statements of Operations. The Company accounts for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with the provisions of FASB ASC Topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods or Services” and “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other than Employees”. The measurement date for the fair value of the equity instruments issued is determined at the earlier of: (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with FASB ASC Topic 505-50, an asset acquired for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor's balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expenses in its balance sheet. Fair Value of Financial Instruments – Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. Under the provisions of the Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), there are three levels of inputs that may be used to measure fair value: Level 1. Quoted prices in active markets for identical assets or liabilities. The Company had no Level 1 assets or liabilities during any period presented. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. The Company had no Level 2 assets or liabilities during any period presented. Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities during any period presented. The carrying value of cash and cash equivalents, prepaid expenses, trade payables and accrued expenses, payables to related parties and deferred revenue approximates fair value due to the short period of time to maturity. Net Income (Loss) Per Share – The Company computes net loss per share in accordance with “Earnings per Share”, codified in FASB ASC Topic 260. Under the provisions of this topic, basic and diluted net loss per share is computed by dividing the net loss available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. Research and Development – The Company did not record any research and development activities in 2018 or 2017. If we do in the future, it will be expensed as incurred. Joint Venture - The Company entered into a joint venture with Corporacion Agricola, S.A. (“Agricorp”), a Nicaragua company, and formed Energia Reino Verde, S.A. (“ERV”) on January 30, 2014. The Company was granted an equity interest of 50% of outstanding shares of ERV for $0 on December 9, 2014. At December 31, 2018 and December 31, 2017, the net assets of ERV were immaterial. The Company has accounted for their investment under the equity method and at December 31, 2018 and December 31, 2017, the investment was recorded at $0. The project has been dormant during 2018 and therefore there is no activity. Recent Accounting Standards – In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. The FASB’s Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), was issued in three parts: (a) Section A, “Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40),” (b) Section B, “Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables,” and (c) Section C, “Background Information and Basis for Conclusions.” ASU 2014-09 provides a framework for addressing revenue recognition issues and, upon its effective date, will replace almost all pre-existing revenue recognition guidance in current U.S. generally accepted accounting principles (GAAP) (i.e., legacy GAAP), including industry-specific guidance and the Securities and Exchange Commission’s (SEC) Staff Accounting Bulletin Topic 13, Revenue Recognition (which is also part of legacy GAAP for public entities). The core principle underlying the guidance in ASC 606, which is included in ASC 606-10-10-2, is to “recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Implementation must occur no later than the quarter and year beginning January 1, 2018, for public entities (i.e., public business entities and certain not-for-profit entities and employee benefit plans) with a calendar year end. In the first quarter of 2018, we adopted the standard utilizing the modified retrospective adoption method in order to provide for comparative results in all periods presented. The adoption of this guidance does not have a material impact on our financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance does not have a material impact on the Company’s financial statements. In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07). The ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and serices from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. It also clarifies that Topic 718 does not apply to share-based payments used to effectively provide financing to the issuer or awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2018-07 is effective for annual periods ending after December 15, 2018, including interim periods within that fiscal. We adopted the standard in the first quarter of 2018 and the adoption does not have a material impact on our financial statements. Subsequent Events – We have evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, we are not aware of any events or transactions (other than those disclosed in Note 11) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in our financial statements. |
2. PREPAID EXPENSES
2. PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses | NOTE 2 – PREPAID EXPENSES The Company had previously entered into agreements with certain of its consultants and vendors whereby the Company issued restricted shares of common stock in exchange for services to be provided to the Company. The agreements have been cancelled. Other prepaid expenses (non-stock related) were $1,000 and $1,000 at December 31, 2018 and December 31, 2017, respectively. |
3. INVESTMENT IN ALMADEN ENERGY
3. INVESTMENT IN ALMADEN ENERGY GROUP | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
INVESTMENT IN ALMADEN ENERGY GROUP | Note 3 – Investment in Almaden Energy Group The investment in Almaden Energy Group, LLC (“AEG”) represents an 18.75% interest in that company’s outstanding member units which became effective April 15, 2015. The Company originally accounted for this investment by the cost method because the member units of that company is unlisted and the criteria for using the equity method of accounting are not satisfied as the Company is not able to exercise significant influence over AEG. However, upon the Company hiring the CEO of AEG as its CEO in July 2015, the Company changed the method of its investment in AEG to the equity method. The carrying value of the investment is $0 and $6,000 as of December 31, 2018 and December 31, 2017, respectively. We recorded other expense of approximately $8,000 during the year ended December 31, 2017, and $6,000 during the year ended December 31, 2018, related to a loss on investment in AEG. See Note 9 for additional related party transactions with AEG. |
4. STOCK OPTIONS AND WARRANTS
4. STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK OPTIONS AND WARRANTS | The fair value of each stock option granted is estimated on the date of the grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model has assumptions for risk free interest rates, dividends, stock volatility and expected life of an option grant. The risk free interest rate is based upon market yields for United States Treasury debt securities at a maturity near the term remaining on the option. The expected life of an option grant is based on management’s estimate as no options have been exercised in the Plan to date. The Company calculated a forfeiture rate for employees and directors based on historical information. A forfeiture rate of 0% is used for options granted to employees, directors and consultants. The fair value of each option grant to employees, directors and consultants is calculated by the Black-Scholes method and is recognized as compensation expense on a straight-line basis over the vesting period of each stock option award. For stock options issued to employees, director and consultants for 2018 and 2017, the fair value was estimated at the date of grant using the following range of assumptions: 2018 2017 Risk free interest rate 2.98 % 2.13% - 2.20% Dividends 0% 0% Volatility factor 156.18 % 140.16% - 140.25% Expected life 10 years 6.67 years Annual forfeiture rate 0% 0% The following table summarizes activity for employees, directors and consultants in the Company’s Plan and New Plan at December 31, 2018: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term In Years Aggregate Intrinsic Value Outstanding at December 31, 2017 449,480,000 $ 0.0026 Granted 1,455,000,000 0.0008 Exercised — — Cancelled and forfeited — — Outstanding at December 31, 2018 1,904,480,000 $ 0.0012 8.81 $ — Exercisable at December 31, 2018 1,328,542,941 $ 0.0014 8.81 $ — During 2018, stock options totaling 1,455,000,000 were granted. At December 31, 2018, there were 270,724,673 shares available for future grant. The Plan recorded $520,000 of compensation expense for employees and director stock options in 2018. At December 31, 2018, there was $0 of unrecognized compensation costs related to non-vested share-based compensation arrangements under the Plan. At December 31, 2018, the fair value of options vested for employees and directors was $399,000. There were no options exercised during 2018. |
5. CONVERTIBLE NOTE PAYABLE TO
5. CONVERTIBLE NOTE PAYABLE TO RELATED PARTY | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE TO RELATED PARTY | Loan Agreement with Dr. Kevin Schewe On February 23, 2017, the Company entered into a Loan Agreement with CEO Kevin Schewe whereby he agreed to fund the Company up to $100,000 over a two-year period based on requests from the Company. The loans would be evidenced by a Secured Convertible Note. Each individual loan will accrue interest at 8% per annum and are secured by all assets of the Company. Each note would mature on the first anniversary of the issuance date of such note. Each note is convertible at Dr. Schewe’s request, into a fixed number of shares of the Company’s common stock based on the closing price of the Company’s common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. In connection with the separation from VGE on September 30, 2012, Dr. Schewe was granted an irrevocable proxy that permits him to vote the Preferred Share, giving him the majority shareholder vote. As the controlling shareholder of the Company he has the ability to increase the number of authorized shares without additional shareholder approval. As such, if the outstanding balance on the loan was convertible into more shares than the Company has authorized, he has the ability to increase the authorized shares. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation. During 2017, Dr. Schewe converted loans totaling $80,000 into 242,278,404 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. From February 26, 2018 to April 13, 2018, Dr. Schewe made loans of $20,000 and completed the funding. On May 24, 2018, the Company entered into a Loan Agreement with Dr. Schewe whereby he agreed to fund the Company up to $100,000 over a two-year period. The loans would be evidenced by a Secured Convertible Note. Each individual loan will accrue interest at 8% per annum and are secured by all assets of the Company. Each note would mature on the first anniversary of the issuance date of such note. Each note is convertible at Dr. Schewe’s request, into a fixed number of shares of the Company’s common stock based on the closing price of the Company’s common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. In connection with the separation from VGE on September 30, 2012, Dr. Schewe was granted an irrevocable proxy that permits him to vote the Preferred Share, giving him the majority shareholder vote. As the controlling shareholder of the Company he has the ability to increase the number of authorized shares without additional shareholder approval. As such, if the outstanding balance on the loan was convertible into more shares than the Company has authorized, he has the ability to increase the authorized shares. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation. During 2018, Dr. Schewe converted loans totaling $40,000 into 390,218,194 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. There are no loans outstanding at December 31, 2018 and December 31, 2017. As of December 31, 2018, the Company had remaining availability under the note of $60,000. Loan Agreement with Haris Basit Effective November 30, 2016, the Company entered into a Loan Agreement with Director Haris Basit whereby Mr. Basit agreed to loan up to $100,000 to the Company over a two-year period based on requests from the Company. Each individual loan will accrue interest at 8% per annum. Each note would mature on the first anniversary of the issuance date of such note. Each note is convertible at Mr. Basit’s request, into a fixed number of shares of the Company’s common stock based on the closing price of the Company’s common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. The Loan Agreement states that the Mr. Basit will not convert any loan into a number of shares that would exceed the number of available authorized common shares calculated as of the date of the conversion. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation. During 2017 Mr. Basit made loans of $47,500 to the Company. The Company recorded a discount on the loans of $47,500 as a result of a beneficial conversion feature, which will be amortized over the term of the note on a straight line basis, which approximates the effective interest method. During 2017, Mr. Basit converted loans totaling $47,500 into 140,958,681 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. During 2018 Mr. Basit made loans of $27,500 to the Company. The Company recorded a discount on the loans of $27,500 as a result of a beneficial conversion feature, which will be amortized over the term of the note on a straight line basis, which approximates the effective interest method. During 2018, Mr. Basit converted loans totaling $27,500 into 127,691,910 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. There are $0 loans outstanding at December 31, 2018. As of December 31, 2018, the Company had $0 remaining availability under the note. Loan Agreement with Dr. Carl Kukkonen On July 25, 2017, the Company entered into a Loan Agreement with Dr. Carl Kukkonen, CTO of the Company, whereby Dr. Kukkonen agreed to fund the Company up to $25,000 over a two-year period. Each individual loan will accrue interest at 8% per annum. Each note would mature on the first anniversary of the issuance date of such note. Each note is convertible at Dr. Kukkonen’s request, into a fixed number of shares of the Company’s common stock based on the closing price of the Company’s common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. The Loan Agreement states that the Dr. Kukkonen will not convert any loan into a number of shares that would exceed the number of available authorized common shares calculated as of the date of the conversion. As a result, the conversion feature is not deemed to be a derivative instrument subject to bifurcation. During 2017 Dr. Kukkonen made loans of $11,500 to the Company. The Company recorded a discount on the loans of $11,500 as a result of a beneficial conversion feature, which will be amortized over the term of the note on a straight line basis, which approximates the effective interest method. During 2017, Dr. Kukkonen converted loans totaling $11,500 into 41,218,638 common shares of the Company. At the time of the conversions, the company recorded the discount as additional interest expense. There are $0 loans outstanding at December 31, 2018. As of December 31, 2018, the Company had remaining availability under the note of $13,500. |
6. SHAREHOLDERS' DEFICIT
6. SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 6 – SHAREHOLDERS’ DEFICIT Preferred Stock At December 31, 2018 and 2017, the number of authorized shares of the Company’s preferred stock was 10,000,000. The par value of the preferred stock is $0.0001. At December 31, 2018 and December 31, 2017, there is one share of Series A Preferred Stock outstanding. Common Stock As of January 1, 2019, the number of authorized shares of the Company’s common stock was 8,000,000,000. The par value of the common stock is $0.0001. During 2018, the Company issued 6,320,000 unregistered shares of common stock to a consultant for services provided to the Company. These share issuances were recorded at approximately $4,000 which is the fair market value determined by the price of the Company’s common stock trading on the OTC Markets on the date of grant. During 2018, the Company issued 390,218,194 shares of common stock to CEO Kevin Schewe as he converted loans into shares of common stock as allowed under an agreement he has with the Company as discussed in Note 5. During 2018, the Company issued 127,691,910 shares of common stock to Director Haris Basit as he converted loans into shares of common stock as allowed under an agreement he has with the Company as discussed in Note 5. There were 3,926,744,551 and 3,402,514,447 shares of common stock issued as of December 31, 2018 and December 31, 2017, respectively, and 3,826,744,551 and 3,302,514,447 shares of common stock outstanding as of December 31, 2018 and December 31, 2017, respectively. |
7. INCOME TAX
7. INCOME TAX | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | The Company recorded valuation allowances to fully reserve its deferred tax assets, as management believes it is more likely than not that these assets will not be realized. A Congressional bill was passed in 2017 for tax overhaul which decreased the Federal tax rate from 34% to 21%, effective for tax year beginning after December 31, 2017. Due to this tax effect the valuation allowance decreased by approximately $3,645,000 for the year ended December 31, 2017 and, decreased by approximately $154,000 for the year ended December 31, 2018. It is possible that management’s estimates as to the likelihood of realization of its deferred tax assets could change as a result of changes in estimated operating results. Should management conclude that it is more likely than not that these deferred tax assets are, at least in part, realizable, the valuation allowance will be reduced and recognized as a deferred income tax benefit in the statement of operations in the period of change. The Company is open to tax examination for years ending December 31, 2015 through December 31, 2017. The Company has Federal net operating loss carryovers of approximately $21,247,000 available at December 31, 2018 and State net operating loss carryovers of approximately $20,074,000 available at December 31, 2018. The federal and California net operating losses will begin to expire in 2023 and 2028, respectively. Due to the uncertainty surrounding the realization of the capital loss carryforwards in future tax returns, the tax effect of the capital loss carryforwards is not recognized in the income tax provision. FASB ASC 740 also addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. During the years ended December 31, 2018 and 2017, the Company did not recognize any tax liabilities related to uncertain tax positions and does not have a balance for such liabilities as of December 31, 2018. The Company recognizes accrued interest and penalties, if any, associated with uncertain tax positions as part of the income tax provision. There was no accrued interest or penalties associated with uncertain tax positions recognized in the Company’s balance sheets as of December 31, 2018 and 2017. The Company is subject to income tax in the United States federal jurisdiction and various state jurisdictions and has identified its federal tax return and tax returns in state jurisdictions below as “major” tax filings. These jurisdictions, along with the years still open to audit under the applicable statutes of limitation, are as follows: Jurisdiction Tax Years Federal 2015 – 2017 California 2014 – 2017 The following table reconciles the US statutory rates to the Company’s effective tax rate for 2018 and 2017: 2018 2017 U.S Statutory rates 21.0 % 21.0 % State taxes, net of Federal benefit 5.8 % 5.8 % Permanent differences — — Change in Valuation allowance (28.0 )% (36.3 )% Other — — Effective income tax rate (1.2 )% (9.5 )% The following are the components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017: 2018 2017 Deferred Tax Assets: Net operating loss carryforwards $ 5,864,000 $ 5,856,000 Stock compensation expense 3,273,000 3,127,000 Other 2,000 2,000 Total Deferred Tax Assets 9,139,000 8,985,000 Less: Valuation allowance (9,139,000 ) (8,985,000 ) Net Deferred Tax Assets $ — $ — |
8. NET LOSS PER SHARE
8. NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 8 – NET LOSS PER SHARE The Company computes net loss per share in accordance with FASB ASC Topic 260. Under its provisions, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted earnings would customarily include, if dilutive, potential shares of common stock issuable upon the exercise of stock options and warrants. The dilutive effect of outstanding stock options and warrants is reflected in earnings per share in accordance with FASB ASC Topic 260 by application of the treasury stock method. For the periods presented, the computation of diluted loss per share equaled basic loss per share as the inclusion of any dilutive instruments would have had an antidilutive effect on the earnings per share calculation in the periods presented. The following table sets forth common stock equivalents (potential common stock) at December 31, 2018 and 2017 that are not included in the loss per share calculation since their effect would be anti-dilutive for the periods indicated: 2018 2017 Stock Options 1,328,542,941 449,480,000 The following table sets forth the computation of basic and diluted net loss per share for 2018 and 2017, respectively: 2018 2017 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (772,000 ) $ (871,000 ) Denominator: Weighted average shares of common stock outstanding 3,736,160,914 3,215,345,848 Net loss per share of common stock, basic and diluted $ * $ * *Less than $0.01 |
9. RELATED PARTY TRANSACTIONS
9. RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Included in the Company’s balance sheets at December 31, 2018 and December 31, 2017 are Related Party Payables of $749,000 and $749,000, respectively. The Company has a payable of $749,000, at December 31, 2018 owed to Dr. Carl Kukkonen, CTO and Mr. Haris Basit, Director. Of the amount owed to Dr. Kukkonen, there is a cash component totaling $185,000 and a common stock component totaling $504,000. Dr. Kukkonen deferred a portion of his 2009, 2010 and 2011 stock awards and is entitled to the following unregistered shares of Company common stock at December 31, 2018: 11,195,707 shares for deferred 2009 compensation; 8,467,939 shares for deferred 2010 compensation; and 24,730,678 shares for deferred 2011 compensation. The amount owed to Mr. Basit is cash totaling $60,000. In addition at December 31, 2018 there is Related Party Payables owed to Dr. Kukkonen in the amount of $5,377, to Mr. Basit in the amount of $18,339, and to Mr. Nicholas Stoll, in the amount of $9,047. At December 31, 2018 and December 31, 2017, the Company also has a royalty payable to VGE of $0 and $0, respectively. On March 28, 2016, the Giant King Grass license with VGE was renegotiated which resulted in the Company not owing VGE any royalties for past revenues recorded by the Company. . The Company has loan agreements with CEO Dr. Kevin Schewe, CTO Dr. Carl Kukkonnen and Director Haris Basit which are described in Note5. On April 13, 2015, the Company entered into a Giant King Grass supply contract with Almaden Energy Group, LLC. (“AEG”). AEG is developing an animal feed project in the United States for the domestic and global market. The Company granted AEG a license to grow Giant King Grass only for animal feed, nursery and research purposes anywhere within the 48 contiguous United States. AEG is permitted to sell Giant King Grass anywhere in the world with the exception of the State of Hawaii. Haris Basit, the CEO of AEG, was also the previously the CEO of the Company. For the year ended December 31, 2018 and 2017, the Company recorded $0 and $0, respectively, in revenues from AEG. On July 16, 2018 CMAC Agriculture, LLC, a Utah Limited Company (“CMAC”) entered into an agreement with the members of AEG to acquire the majority of the assets of AEG, which included the license agreement with our Company. In return for the assets AEG members would receive ownership interest in CMAC. Due to this agreement our 18.75% ownership interest in AEG was transferred to a 3.375% ownership interest in CMAC. At December 31, 2018, the Company has no equity ownership in AEG. At December 31, 2018, the Company recorded $0 as Investment in CMAC using the cost method of accounting because the cost basis is zero (see Note 3). We also own an 11.57% interest in Viaspace California, Inc (“VSCA”), a company formed on March 1, 2018. VSCA is developing a business related to Cannabidiol (“CBD”), a cannabis compound that has significant medical benefits. The method of accounting for the investment is the equity method because a shareholder and controlling shareholder, both directors of Viaspace, along with the company collectively, control 46.25% of Viaspace California. The carrying value of the investment is $0 as of December 31, 2018. |
10. COMMITMENTS AND CONTINGENCI
10. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Leases The Company currently has no long-term office lease. The Company leased land in San Diego County, California ending September, 2017, where it grew Giant King Grass. Rent and utility expense charged to operations for the year ended December 31, 2018 and December 31, 2017, was $0 and $10,000, respectively. Collaborative Agreements We are a party to certain collaborative agreements with various entities for the joint operation of test plots to establish that GKG grows well in the area and optimal agronomic practices are developed. These agreements are in the form of development collaborations and licensing agreements. Under these agreements, we have granted rights to grow and use of GKG. In return, we are entitled to receive certain payments for the operations of the test plots and license fees on the harvesting of GKG should it ultimately be commercialized. All of our collaborative agreements are subject to termination by either party, without significant financial penalty. Under the terms of these agreements, upon a termination we are entitled to reacquire all rights in our technology at no cost and are free to re-license the technology to other collaborative partners. Revenue earned from collaborative agreements is comprised of negotiated payments for the establishment, evaluation and operations of GKG test plots. Deferred revenue represents customer payments received which are related to future performance. Generally, for collaborative agreements establishing test plots, the Company recognizes revenue only after the Giant King Grass is planted in the customer’s location. Until that time any money received is recorded as deferred revenue. During the year ended December 31, 2018 and 2017, the Company received $55,000 and $0, respectively, in payments under these collaborative agreements. The Company recognized revenue from these collaborative agreements of $45,000 and $205,000 for the year ended December 31, 2018 and 2017, respectively. Global Supply, License, and Commercialization Agreement Executed on April 4, 2016 and effective as of March 28, 2016, the Company, VGE and Guangzhou Inter-Pacific Arts Corp., a Chinese wholly-owned foreign enterprise registered in Guangdong province ("IPA") owned by VGE, entered into the Global Supply, License, and Commercialization Agreement (the "New Agreement"). Prior to the New Agreement, IPA and VGE had entered into a certain Supply and Commercialization Agreement dated September 30, 2012 regarding a license and supply arrangement between IPA and VGE regarding Giant King Grass ("IPA-VGE Agreement"). In turn, VGE and the Company also entered into a certain Supply and Commercialization Agreement dated September 30, 2012 regarding a license and supply arrangement between VGE and the Company regarding Giant King Grass ("VGE-VIASPACE Agreement"). Under the New Agreement, VGE and the Company terminated the VGE-VIASPACE Agreement and IPA directly granted the Company an exclusive, perpetual license to commercialize its intellectual property rights to three (3) types of high yield, non-genetically modified grasses ("Three GK Grasses") throughout the world except Cambodia, People’s Republic of China, Taiwan, Thailand, Myanmar, Malaysia, Laos, Vietnam and Singapore ("VIASPACE Territory"). It and VGE agreed to subordinate the terms of the IPA-VGE Agreement to the terms of the New Agreement. IPA also granted the right to use and market the name "Giant King Grass" and other related names. The Company would owe royalty payments on the Net Sales of the Three GK Grasses. This license would be sublicenseable in the VIASPACE Territory. IPA held all rights of ownership to the Three GK Grasses. The Company would own any grasses resulting from any modifications or improvements to the Three GK Grasses. IPA would use commercially reasonable efforts to maintain its intellectual property rights. The Company would use commercially reasonable efforts to commercialize the Three GK Grasses throughout the VIASPACE Territory. Employment Agreements Effective July 10, 2015, the Company entered into a two-year employment agreement with Haris Basit, CEO of the Company. Mr. Basit received $120,000 per annum and was entitled to a bonus as determined by the Company’s Board of Directors, as well as reimbursements for out-of-pocket expenses in the course of his employment. Additionally, Mr. Basit was to receive 20 business days paid leave per year. The two year agreement was not renewed in 2017. On July 10, 2015, the Company agreed to issue Mr. Basit 25,000,000 stock options at fair market value based on the closing price of the Company’s common stock as traded on the OTC Market as of July 10, 2015. These stock options are vested immediately but otherwise shall be subject to the terms of the 2015 option plan. Additionally, the Company agreed to issue Mr. Basit 18,750,000 stock options to be issued every three months (quarterly) over the term of his employment agreement which ran from July 10, 2015 through July 9, 2017, with the first issuance on October 10, 2015, at fair market value based on the closing price of the Company’s common stock as traded on the OTC Market on the date of each grant. Stock options vested immediately upon each issuance and are otherwise subject to the terms of the 2015 option plan. Stock options have an exercise term of ten years from date of issuance, not to exceed the expiration date of the 2015 option plan. On July 25, 2017, the Company announced that effective July 31, 2017, Haris Basit resigned as CEO of the Company to move to a position leading a Silicon Valley based technology company. Mr. Basit became Vice-Chairman of the Company’s Board of Directors and thus continues to be involved in the overall strategic direction of the Company. During this transition of leadership, Dr. Kevin Schewe, who is the largest shareholder of the Company and Board Chairman, became the acting CEO. Effective October 1, 2016, the Company entered into one-year employment agreements with Carl Kukkonen and Stephen Muzi. Dr. Kukkonen serves as Chief Technology Officer of the Company and Mr. Muzi served as Chief Financial Officer, Treasurer and Secretary. Dr. Kukkonen received a salary of $84,000 per annum and Mr. Muzi received $64,000 per annum. Each of them were also entitled to customary insurance and health benefits, and reimbursement for out-of-pocket expenses in the course of their employment. Dr. Kukkonen received 20 business days paid leave per year and Mr. Muzi received 10 business days paid leave. Additionally, Dr. Kukkonen was awarded a bonus of 10% of the gross revenue generated by the Company up to a maximum of $100,000. The one-year agreements were not renewed in 2017. On October 2, 2017, the Company announced that effective September 30, 2017, Stephen Muzi resigned as Chief Financial Officer (CFO) of the Registrant to move to a position with a private company. Dr. Kevin Schewe, largest shareholder, Board Chairman and Acting Chief Executive Officer (CEO), becomes the acting CFO of VIASPACE. On October 9, 2018, the Company announced that effective October 9, 2018, Dr. Carl Kukkonen resigned as Chief Technical Officer (CTO) and resigned from the Board of Directors. Dr. Kukkonen, Co-Founder of VIASPACE, remains a collaborator of the Company as an independent contractor. Dr. Kevin Schewe remains in his position as the CEO, acting CFO and Chairman of the Board, and Haris Basit remains in his position as Vice-Chairman of the Registrant Board of Directors. Litigation The Company is not party to any material legal proceedings at the present time. |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On January 3, 2019, Dr. Kevin Schewe, CEO of the Company, advanced $2,000 pursuant to a convertible loan agreement and immediately converted the $2,000 loan into 26,143,791 shares of Company common stock at a conversion price of $0.0000765 per common share. On January 28, 2019, we issued 3,200,000 shares of our common stock to a consultant. The shares were issued at fair market value of approximately $1,000 on the date of the issuance. On February 12, 2019, we issued a Promissory Note to Viaspace California, Inc. whereby Viaspace California may borrow up to $100,000. Viaspace California will draw funds from the note as needed and will incur an interest of 10% per annum. The first draw occurred on February 12, 2019 in the amount of $15,000. The Note must be paid in full, including interest and any late fees, by February 12, 2021. On March 6, 2019, pursuant to a Business Sale Agreement, dated March 6, 2019, by Viaspace, Inc. and Bad Love Cosmetics Company, LLC, dba Elite Therapeutics (“Elite”), the Company completed its previously announced acquisition of Elite. The acquisition was made through an all stock purchase of 775,984,665 shares. |
1. SUMMARY OF SIGNIFICANT ACC_2
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern – The Company has incurred significant losses from operations, resulting in an accumulated deficit of $55,091,000. The Company expects such losses to continue. On November 30, 2016, the Company entered into a Loan Agreement with former CEO Haris Basit whereby he agreed to fund the Company $100,000 over a two-year period. On February 23, 2017, the Company entered into a Loan Agreement with Dr. Schewe whereby he agreed to fund the Company up to $100,000 over a two-year period. On July 25, 2017, the Company entered into a Loan Agreement with Dr. Carl Kukkonen, former CTO of the Company, whereby he agreed to fund the Company up to $25,000 over a two-year period. On May 24, 2018, the Company entered into a Loan Agreement with Dr. Schewe whereby he agreed to fund the Company up to $100,000 over a two-year period. The Company expects loans from Dr. Schewe, Mr. Basit and Dr. Kukkonen and revenue generated from future contracts using the sublicense it has for Giant King Grass to fund operations for the foreseeable future. However, no assurance can be given that Dr. Schewe, Mr. Basit and Dr. Kukkonen will continue to fund the Company or that sales contracts will be obtained in the future, or if they are obtained, that they will be profitable. Accordingly, there continues to be substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any other adjustments that might result from the outcome of these uncertainties. |
Basis of Presentation | Basis of Presentation – The accompanying audited financial statements of the Company were prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for financial information and with Securities and Exchange Commission (“SEC”) instructions to Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Certain reclassifications were made to the December 31, 2017 financial statements to conform to the December 31, 2018 financial statement presentation. |
Use of Estimates in the Preparation of the Financial Statements | Use of Estimates in the Preparation of the Financial Statements – The preparation of financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and Cash Equivalents – The Company considers all highly-liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2018 or 2017. |
Income Taxes | Income Taxes – Income taxes are accounted for under the asset and liability approach, where deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities, and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense, net and other income (expense), net, respectively. |
Revenue Recognition | Revenue Recognition – The Company has three revenue models for GKG: 1. contract plantation establishment, support and licensing for a customer; 2. collaborative agreements to establish a test plot in the customer’s location to determine that GKG grows sufficiently for the customer to use in their particular application; and 3. consulting agreement services for customers considering the establishment of a grass plantation in their particular country or location. The Company must complete certain performance obligations for all three revenue models before recognizing revenue. The first is oversight and technical assistance on best practices for growing GKG at the customer’s site. Agreements with customers generally include time periods when the oversight and technical assistance is to be provided. Revenue recognition for this performance obligation is allocated during the time period the assistance is provided. The second performance obligation is providing customers with seedlings for the initial plot. Once seedlings are shipped to the customer’s location this obligation is considered complete and the revenue is recognized on shipment date. The last performance obligation is ensuring licensing rights be extended to customers to allow them to grow GKG in agreed upon regions and during certain periods. While an agreement is in place with a customer revenue earned from licensing is recognized at the time of payment. Deferred revenue represents payments received which are related to future performance. For the year ending December 31, 2018 and 2017, the Company has recognized revenues under revenue models 2 and 3. With regard to revenue recognition in connection with agreements that include multiple performance obligations, management reviews the relevant terms of the agreements and determines whether the Company has satisfied a performance obligation in accordance with FASB Topic 606. The revenue is recognized when or as the Company satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. If it is determined that payments have been received prior to satisfying the performance obligation, the revenue will be deferred and included in deferred revenue within our balance sheet until such time that the performance obligation is satisfied at a point in time or over time. Management reviews and reevaluates such conclusions as each item in the arrangement is delivered and circumstances of the development arrangement change. |
Major Customers | Major Customers – A relatively small number of customers account for a significant percentage of the Company’s sales. Four customers represented 100% of revenues for the year ending December 31, 2017 and three customers represented 100% of revenues for the year ending December 31, 2018. |
Stock Based Compensation | Stock Based Compensation – VIASPACE has a stock-based compensation plan. The Company has adopted the accounting and disclosure provisions of “Share-Based Payments”, codified in FASB ASC Topic 718, using the modified prospective application transition method. FASB ASC Topic 718 requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on estimated fair values using the modified prospective transition method. FASB ASC Topic 718 requires companies to estimate the fair value of share-based payment awards to employees and directors on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite services periods on a straight-line basis in the Company’s Statements of Operations. The Company accounts for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with the provisions of FASB ASC Topic 505-50, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods or Services” and “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other than Employees”. The measurement date for the fair value of the equity instruments issued is determined at the earlier of: (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with FASB ASC Topic 505-50, an asset acquired for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor's balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expenses in its balance sheet. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments – Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. Under the provisions of the Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”), there are three levels of inputs that may be used to measure fair value: Level 1. Quoted prices in active markets for identical assets or liabilities. The Company had no Level 1 assets or liabilities during any period presented. Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. The Company had no Level 2 assets or liabilities during any period presented. Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. The Company had no Level 3 assets or liabilities during any period presented. The carrying value of cash and cash equivalents, prepaid expenses, trade payables and accrued expenses, payables to related parties and deferred revenue approximates fair value due to the short period of time to maturity. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share – The Company computes net loss per share in accordance with “Earnings per Share”, codified in FASB ASC Topic 260. Under the provisions of this topic, basic and diluted net loss per share is computed by dividing the net loss available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. |
Research and Development | Research and Development – The Company did not record any research and development activities in 2018 or 2017. If we do in the future, it will be expensed as incurred. |
Joint Venture | Joint Venture - The Company entered into a joint venture with Corporacion Agricola, S.A. (“Agricorp”), a Nicaragua company, and formed Energia Reino Verde, S.A. (“ERV”) on January 30, 2014. The Company was granted an equity interest of 50% of outstanding shares of ERV for $0 on December 9, 2014. At December 31, 2018 and December 31, 2017, the net assets of ERV were immaterial. The Company has accounted for their investment under the equity method and at December 31, 2018 and December 31, 2017, the investment was recorded at $0. The project has been dormant during 2018 and therefore there is no activity. |
Recent Accounting Standards | Recent Accounting Standards – In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. The FASB’s Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), was issued in three parts: (a) Section A, “Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40),” (b) Section B, “Conforming Amendments to Other Topics and Subtopics in the Codification and Status Tables,” and (c) Section C, “Background Information and Basis for Conclusions.” ASU 2014-09 provides a framework for addressing revenue recognition issues and, upon its effective date, will replace almost all pre-existing revenue recognition guidance in current U.S. generally accepted accounting principles (GAAP) (i.e., legacy GAAP), including industry-specific guidance and the Securities and Exchange Commission’s (SEC) Staff Accounting Bulletin Topic 13, Revenue Recognition (which is also part of legacy GAAP for public entities). The core principle underlying the guidance in ASC 606, which is included in ASC 606-10-10-2, is to “recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Implementation must occur no later than the quarter and year beginning January 1, 2018, for public entities (i.e., public business entities and certain not-for-profit entities and employee benefit plans) with a calendar year end. In the first quarter of 2018, we adopted the standard utilizing the modified retrospective adoption method in order to provide for comparative results in all periods presented. The adoption of this guidance does not have a material impact on our financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance does not have a material impact on the Company’s financial statements. In June 2018, the FASB issued Accounting Standards Update 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting (ASU 2018-07). The ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and serices from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. ASU 2018-07 specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. It also clarifies that Topic 718 does not apply to share-based payments used to effectively provide financing to the issuer or awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2018-07 is effective for annual periods ending after December 15, 2018, including interim periods within that fiscal. We adopted the standard in the first quarter of 2018 and the adoption does not have a material impact on our financial statements. |
Subsequent Events | Subsequent Events – We have evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, we are not aware of any events or transactions (other than those disclosed in Note 11) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in our financial statements. |
4. STOCK OPTIONS AND WARRANTS (
4. STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value Assumptions | For stock options issued to employees, director and consultants for 2018 and 2017, the fair value was estimated at the date of grant using the following range of assumptions: 2018 2017 Risk free interest rate 2.98 % 2.13% - 2.20% Dividends 0% 0% Volatility factor 156.18 % 140.16% - 140.25% Expected life 10 years 6.67 years Annual forfeiture rate 0% 0% |
Employee, Director and Consultant Option Grants | The following table summarizes activity for employees, directors and consultants in the Company’s Plan and New Plan at December 31, 2018: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term In Years Aggregate Intrinsic Value Outstanding at December 31, 2017 449,480,000 $ 0.0026 Granted 1,455,000,000 0.0008 Exercised — — Cancelled and forfeited — — Outstanding at December 31, 2018 1,904,480,000 $ 0.0012 8.81 $ — Exercisable at December 31, 2018 1,328,542,941 $ 0.0014 8.81 $ — |
7. INCOME TAX (Tables)
7. INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Jurisdictions with Years | Jurisdiction Tax Years Federal 2015 – 2017 California 2014 – 2017 |
US statutory rates | 2018 2017 U.S Statutory rates 21.0 % 21.0 % State taxes, net of Federal benefit 5.8 % 5.8 % Permanent differences — — Change in Valuation allowance (28.0 )% (36.3 )% Other — — Effective income tax rate (1.2 )% (9.5 )% |
Deferred tax assets and liabilities | 2018 2017 Deferred Tax Assets: Net operating loss carryforwards $ 5,864,000 $ 5,856,000 Stock compensation expense 3,273,000 3,127,000 Other 2,000 2,000 Total Deferred Tax Assets 9,139,000 8,985,000 Less: Valuation allowance (9,139,000 ) (8,985,000 ) Net Deferred Tax Assets $ — $ — |
8. NET LOSS PER SHARE (Tables)
8. NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Common Stock Equivalents Not Included in Loss per Share | The following table sets forth common stock equivalents (potential common stock) at December 31, 2018 and 2017 that are not included in the loss per share calculation since their effect would be anti-dilutive for the periods indicated: 2018 2017 Stock Options 1,328,542,941 449,480,000 |
Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share for 2018 and 2017, respectively: 2018 2017 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (772,000 ) $ (871,000 ) Denominator: Weighted average shares of common stock outstanding 3,736,160,914 3,215,345,848 Net loss per share of common stock, basic and diluted $ * $ * *Less than $0.01 |
1. SUMMARY OF SIGNIFICANT ACC_3
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | May 24, 2018USD ($) | Jul. 25, 2017USD ($) | Feb. 23, 2017USD ($) | Nov. 30, 2016USD ($) | Dec. 31, 2018USD ($)ModelCustomer | Dec. 31, 2017USD ($)Customer | Dec. 09, 2014USD ($) |
Accounting Policies [Line Items] | |||||||
Accumulated deficit | $ 55,091,000 | $ 54,319,000 | |||||
Cash equivalents | 0 | 0 | |||||
Research and development | 0 | 0 | |||||
Equity method investments | 0 | 6,000 | |||||
Energia Reino Verde, S. A. [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Equity interest percentage | 50.00% | ||||||
Equity method investments | 0 | 0 | $ 0 | ||||
Level 1 [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Assets, fair value | 0 | 0 | |||||
Liabilities, fair value | 0 | 0 | |||||
Level 2 [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Assets, fair value | 0 | 0 | |||||
Liabilities, fair value | 0 | 0 | |||||
Level 3 [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Assets, fair value | 0 | 0 | |||||
Liabilities, fair value | $ 0 | $ 0 | |||||
Sales Revenue, Net [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Number of customers | Customer | 3 | 4 | |||||
Sales Revenue, Net [Member] | Four Customers [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 100.00% | 100.00% | |||||
Haris Basit [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Debt, face amount | $ 100,000 | ||||||
Debt maturity period | 2 years | ||||||
Dr. Kevin Schewe [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Debt, face amount | $ 100,000 | $ 100,000 | |||||
Debt maturity period | 2 years | 2 years | |||||
Dr. Kukkonen [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Debt, face amount | $ 25,000 | ||||||
Debt maturity period | 2 years | ||||||
Giant King Grass [Member] | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of biomass power to generate electricity | 100.00% | ||||||
Number of revenue models | Model | 3 |
2. PREPAID EXPENSES (Details Na
2. PREPAID EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Prepaid expenses | $ 11,000 | $ 22,000 |
Common stock issued for future services, shares | 50,000,000 | |
Common stock issued for future services, value | $ 75,000 | |
Stock related expenses | 0 | 75,000 |
Stock Related Expenses [Member] | ||
Prepaid expenses | 11,000 | 22,000 |
Non-Stock Related Expenses [Member] | ||
Prepaid expenses | $ 1,000 | $ 1,000 |
3. INVESTMENT IN ALMADEN ENER_2
3. INVESTMENT IN ALMADEN ENERGY GROUP (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investment | $ 0 | $ 6,000 |
Loss (gain) on minority investment in Almaden Energy Group | $ 6,000 | 9,000 |
Almaden Energy Group [Member] | ||
Equity investment percentage | 18.75% | |
Investment | $ 0 | 6,000 |
Loss (gain) on minority investment in Almaden Energy Group | $ 6,000 | $ 8,000 |
4. STOCK OPTIONS AND WARRANTS_2
4. STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | Oct. 20, 2005 | Dec. 31, 2018 | Dec. 31, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Annual forfeiture rate | 0.00% | 0.00% | |
Number of options exercised | 0 | ||
Options available for future grant | 270,724,673 | ||
Stock compensation expense | $ 520,000 | $ 365,000 | |
Unrecognized compensation costs related to non-vested shares | $ 0 | ||
Granted | 1,455,000,000 | ||
Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock compensation expense | $ 520,000 | ||
Fair value of options vested | $ 399,000 | ||
2005 Stock Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Annual forfeiture rate | 0.00% | ||
Number of options exercised | 0 |
4. STOCK OPTIONS AND WARRANTS_3
4. STOCK OPTIONS AND WARRANTS (Details - Fair Value Assumptions) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk free interest rate, minimum | 2.98% | 2.13% |
Risk free interest rate, maximum | 2.20% | |
Dividends | 0.00% | 0.00% |
Volatility factor, minimum | 156.18% | 140.16% |
Volatility factor, maximum | 140.25% | |
Expected life | 10 years | 6 years 8 months 1 day |
Annual forfeiture rate | 0.00% | 0.00% |
4. STOCK OPTIONS AND WARRANTS_4
4. STOCK OPTIONS AND WARRANTS (Details - Employee, Director and Consultant Option Grants) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance | 449,480,000 |
Granted | 1,455,000,000 |
Exercised | 0 |
Cancelled and forfeited | 0 |
Outstanding, ending balance | 1,904,480,000 |
Exercisable, ending balance | 1,328,542,941 |
Weighted Average Exercise Price Per Share | |
Outstanding, beginning balance | $ / shares | $ 0.0026 |
Weighted average exercise price, granted | $ / shares | 0.0008 |
Outstanding, ending balance | $ / shares | 0.0012 |
Exercisable, ending balance | $ / shares | $ 0.0014 |
Weighted Average Remaining Contractual Terms in Years | |
Weighted average remaining contractual term, outstanding | 8 years 9 months 21 days |
Weighted average remaining contractual term, exercisable | 8 years 9 months 21 days |
Aggregate Intrinsic Value | |
Outstanding, ending balance | $ | $ 0 |
Exercisable, ending balance | $ | $ 0 |
5. CONVERTIBLE NOTES PAYABLE TO
5. CONVERTIBLE NOTES PAYABLE TO RELATED PARTY (Details Narrative) - USD ($) | May 24, 2018 | Jul. 25, 2017 | Feb. 23, 2017 | Nov. 30, 2016 | Apr. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Dr. Kevin Schewe [Member] | |||||||
Debt maturity period | 2 years | 2 years | |||||
Loan will accrue interest rate, percentage | 8.00% | 8.00% | |||||
Number of trading days | 20 days | 20 days | |||||
Loan discount percentage | 80.00% | 80.00% | |||||
Debt, face amount | $ 100,000 | $ 100,000 | |||||
Loans converted into shares, loan amount converted | $ 40,000 | $ 80,000 | |||||
Loans converted into shares, shares issued | 390,218,194 | 242,278,404 | |||||
Proceeds from related party | $ 20,000 | ||||||
Convertible notes payable | $ 0 | $ 0 | |||||
Remaining availability under the note | 60,000 | ||||||
Haris Basit [Member] | |||||||
Debt maturity period | 2 years | ||||||
Loan will accrue interest rate, percentage | 8.00% | ||||||
Number of trading days | 20 days | ||||||
Loan discount percentage | 80.00% | ||||||
Debt, face amount | $ 100,000 | ||||||
Loans converted into shares, loan amount converted | $ 27,500 | $ 47,500 | |||||
Loans converted into shares, shares issued | 127,691,910 | 140,958,681 | |||||
Proceeds from related party | $ 27,500 | $ 47,500 | |||||
Convertible notes payable | 0 | ||||||
Loan agreement maximum amount | $ 100,000 | ||||||
Discount on note due to beneficial conversion feature | 27,500 | 47,500 | |||||
Dr. Kukkonen [Member] | |||||||
Debt maturity period | 2 years | ||||||
Loan will accrue interest rate, percentage | 8.00% | ||||||
Number of trading days | 20 days | ||||||
Loan discount percentage | 80.00% | ||||||
Debt, face amount | $ 25,000 | ||||||
Loans converted into shares, loan amount converted | $ 11,500 | ||||||
Loans converted into shares, shares issued | 41,218,638 | ||||||
Proceeds from related party | $ 11,500 | ||||||
Convertible notes payable | 0 | ||||||
Remaining availability under the note | $ 13,500 | ||||||
Loan agreement maximum amount | $ 25,000 | ||||||
Discount on note due to beneficial conversion feature | $ 11,500 |
6. SHAREHOLDERS' DEFICIT (Detai
6. SHAREHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jan. 28, 2019 | Jan. 03, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares outstanding | 1 | 1 | |||
Common stock shares authorized | 8,000,000,000 | 8,000,000,000 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | |||
Stock issued for services, value | $ 4,000 | $ 3,000 | |||
Common stock, shares issued | 3,926,744,551 | 3,402,514,447 | |||
Common stock, shares outstanding | 3,826,744,551 | 3,302,514,447 | |||
Dr. Kevin Schewe [Member] | |||||
Loans converted into shares, shares issued | 390,218,194 | 242,278,404 | |||
Haris Basit [Member] | |||||
Loans converted into shares, shares issued | 127,691,910 | 140,958,681 | |||
Consultant [Member] | |||||
Stock issued for services, shares | 6,320,000 | ||||
Stock issued for services, value | $ 4,000 | ||||
Subsequent Events [Member] | |||||
Common stock shares authorized | 8,000,000,000 | ||||
Common stock par value | $ 0.0001 | ||||
Subsequent Events [Member] | Dr. Kevin Schewe [Member] | |||||
Loans converted into shares, shares issued | 26,143,791 | ||||
Subsequent Events [Member] | Consultant [Member] | |||||
Stock issued for services, shares | 3,200,000 | ||||
Stock issued for services, value | $ 1,000 | ||||
Series A Preferred Stock [Member] | |||||
Preferred stock shares outstanding | 1 | 1 |
7. INCOME TAX (Details Narrativ
7. INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax [Line Items] | ||
Federal tax rate | 21.00% | 21.00% |
Increase (decrease) in valuation allowance | $ (154,000) | $ (3,645,000) |
Minimum percentage of tax benefit realized upon ultimate settlement | 50.00% | |
Uncertain tax positions | $ 0 | $ 0 |
Federal [Member] | ||
Income Tax [Line Items] | ||
Net operating loss carryover | $ 21,247,000 | |
Operating loss expiration date beginning | Dec. 31, 2023 | |
State [Member] | ||
Income Tax [Line Items] | ||
Net operating loss carryover | $ 20,074,000 | |
Operating loss expiration date beginning | Dec. 31, 2028 |
7. INCOME TAX (Details-Jurisdic
7. INCOME TAX (Details-Jurisdictions with Years) | 12 Months Ended |
Dec. 31, 2018 | |
California [Member] | Earliest Tax Year [Member] | |
Income Tax [Line Items] | |
Tax Years | 2014 |
California [Member] | Latest Tax Year [Member] | |
Income Tax [Line Items] | |
Tax Years | 2017 |
Federal [Member] | Earliest Tax Year [Member] | |
Income Tax [Line Items] | |
Tax Years | 2015 |
Federal [Member] | Latest Tax Year [Member] | |
Income Tax [Line Items] | |
Tax Years | 2017 |
7. INCOME TAX (Details-Effectiv
7. INCOME TAX (Details-Effective rate) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S Statutory rates | 21.00% | 21.00% |
State taxes, net of Federal benefit | 5.80% | 5.80% |
Permanent differences | 0.00% | 0.00% |
Change in Valuation allowance | (28.00%) | (36.30%) |
Other | 0.00% | 0.00% |
Effective income tax rate | (1.20%) | (9.50%) |
7. INCOME TAX (Details-Deferred
7. INCOME TAX (Details-Deferred tax assets) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 5,864,000 | $ 5,856,000 |
Stock compensation expense | 3,273,000 | 3,127,000 |
Other deferred tax asset | 2,000 | 2,000 |
Total Deferred Tax Assets | 9,139,000 | 8,985,000 |
Less: Valuation allowance | (9,139,000) | (8,985,000) |
Net Deferred Tax Assets | $ 0 | $ 0 |
8. NET LOSS PER SHARE (Details-
8. NET LOSS PER SHARE (Details-Equivalents) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Common stock equivalents excluded from EPS | 1,328,542,941 | 449,480,000 |
8. NET LOSS PER SHARE (Detail_2
8. NET LOSS PER SHARE (Details-EPS) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Basic and diluted net income (loss) per share: | ||
Numerator : Net loss attributable to common stock | $ (772,000) | $ (871,000) |
Denominator | ||
Weighted average shares of common stock outstanding | 3,736,160,914 | 3,215,345,848 |
9. RELATED PARTY TRANSACTIONS (
9. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jul. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 01, 2018 |
Related party payables | $ 749,000 | $ 749,000 | ||
Revenue from related party | 67,000 | 0 | ||
Investment in Almaden Energy Group | 0 | 6,000 | ||
Carl Kukkonen and Haris Basit [Member] | ||||
Related party payables | 749,000 | |||
Carl Kukkonen [Member] | ||||
Related party cash payable | 185,000 | |||
Related party common stock payable, value | 504,000 | |||
Additional related party payables | $ 5,377 | |||
Carl Kukkonen [Member] | 2009 Deferred [Member] | ||||
Shares for deferred compensation | 11,195,707 | |||
Carl Kukkonen [Member] | 2010 Deferred [Member] | ||||
Shares for deferred compensation | 8,467,939 | |||
Carl Kukkonen [Member] | 2011 Deferred [Member] | ||||
Shares for deferred compensation | 24,730,678 | |||
Harris Basit [Member] | ||||
Related party payables | $ 60,000 | |||
Additional related party payables | 18,339 | |||
Nicholas Stoll [Member] | ||||
Additional related party payables | 9,047 | |||
VGE [Member] | ||||
Royalty payable | 0 | 0 | ||
Almaden Energy Group [Member] | ||||
Revenue from related party | $ 0 | $ 0 | ||
Ownership interest before sale | 18.75% | |||
Equity investment percentage | 0.00% | |||
CMAC Agriculture [Member] | ||||
Equity investment percentage | 3.375% | |||
Vispace California [Member] | ||||
Equity investment percentage | 46.25% | 11.57% | ||
Investment in Almaden Energy Group | $ 0 |
10. COMMITMENTS AND CONTINGEN_2
10. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 01, 2016 | Jul. 10, 2015 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments And Contingencies [Line Items] | ||||
Rent Expense | $ 0 | $ 10,000 | ||
Revenue received from collaborative agreements | $ 26,000 | 116,000 | ||
Harris Basit [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Employment agreement term | 2 years | |||
Salary received per annum | $ 120,000 | |||
Number of business days paid leave per year | 20 days | |||
Number of stock options to be issued in connection with employment agreement at fair market value | 25,000,000 | |||
Stock options to be issued quarterly under employment agreement | 18,750,000 | |||
Stock options exercise term | 10 years | |||
Employment agreement description | Additionally, the Company agreed to issue Mr. Basit 18,750,000 stock options to be issued every three months (quarterly) over the term of his employment agreement which ran from July 10, 2015 through July 9, 2017, with the first issuance on October 10, 2015, at fair market value based on the closing price of the Company’s common stock as traded on the OTC Market on the date of each grant. Stock options vested immediately upon each issuance and are otherwise subject to the terms of the 2015 option plan. Stock options have an exercise term of ten years from date of issuance, not to exceed the expiration date of the 2015 option plan. | |||
Carl Kukkonen [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Employment agreement term | 1 year | |||
Salary received per annum | $ 84,000 | |||
Number of business days paid leave per year | 20 days | |||
Employment agreement description | entitled to customary insurance and health benefits, and reimbursement for out-of-pocket expenses in the course of their employment. | |||
Percentage of bonus | 10.00% | |||
Maximum amount of bonus | $ 100,000 | |||
Stephen Muzi [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Employment agreement term | 1 year | |||
Salary received per annum | $ 64,000 | |||
Number of business days paid leave per year | 10 days | |||
Employment agreement description | entitled to customary insurance and health benefits, and reimbursement for out-of-pocket expenses in the course of their employment. | |||
Collaborative Agreements [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Revenue received from collaborative agreements | $ 55,000 | 0 | ||
Revenue recognized from collaborative agreements | $ 45,000 | $ 205,000 |
11. SUBSEQUENT EVENTS (Details
11. SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 08, 2019 | Mar. 06, 2019 | Feb. 12, 2019 | Jan. 28, 2019 | Jan. 03, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||
Shares issued for consulting services, value | $ 4,000 | $ 3,000 | |||||
Consultant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for consulting services, shares | 6,320,000 | ||||||
Shares issued for consulting services, value | $ 4,000 | ||||||
Subsequent Events [Member] | Elite Therapeutics [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business combination, agreement date | Mar. 6, 2019 | ||||||
Business combination, consideration, number of shares issued | 775,984,665 | ||||||
Subsequent Events [Member] | Consultant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for consulting services, shares | 3,200,000 | ||||||
Shares issued for consulting services, value | $ 1,000 | ||||||
Dr. Kevin Schewe [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Loans converted into shares, shares issued | 390,218,194 | 242,278,404 | |||||
Dr. Kevin Schewe [Member] | Subsequent Events [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Loan advanced pursuant to agreement | $ 2,000 | ||||||
Loans converted into shares, shares issued | 26,143,791 | ||||||
Common stock, conversion price per share | $ 0.0000765 | ||||||
Vispace California [Member] | Subsequent Events [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest of promissory note issued | 10.00% | ||||||
Promissory note first drawing amount | $ 15,000 | ||||||
Promissory note, due date | Feb. 12, 2021 | ||||||
Vispace California [Member] | Subsequent Events [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Promissory note issued amount | $ 100,000 |