Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Jun. 07, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | VIASPACE Inc. | |
Entity Central Index Key | 0001270200 | |
Document Type | 10-Q | |
Trading Symbol | VSPC | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 4,701,689,582 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 14,000 | $ 5,000 |
Accounts Receivable | 22,000 | |
Accounts Receivable - Related Parties | 2,000 | |
Inventory | 341,000 | |
Prepaid expenses | 15,000 | 11,000 |
TOTAL CURRENT ASSETS | 392,000 | 18,000 |
OTHER ASSETS: | ||
Note Receivable - Related Parties | 15,000 | |
Other assets | 1,000 | 1,000 |
TOTAL OTHER ASSETS | 16,000 | 1,000 |
TOTAL ASSETS | 408,000 | 19,000 |
CURRENT LIABILITIES: | ||
Accounts payable | 145,000 | 89,000 |
Accounts Payable - Related Party | 26,000 | 33,000 |
Accrued expenses | 58,000 | 18,000 |
Unearned revenue | 111,000 | 55,000 |
Related party payables | 749,000 | 749,000 |
TOTAL CURRENT LIABILITIES | 1,089,000 | 944,000 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
SHAREHOLDERS’ DEFICIT: | ||
Preferred stock, $0.0001 par value in 2019 and 2018, 10,000,000 shares authorized, one share of Series A preferred stock issued and outstanding as of March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.0001 par value in 2019 and 2018, 8,000,000,000 shares authorized, 4,732,073,007 shares issued and 4,632,073,007 shares outstanding as of March 31, 2019, and 3,926,744,551 shares issued and 3,826,744,551 shares outstanding as of December 31, 2018 | 463,000 | 383,000 |
Additional paid in capital | 55,624,000 | 53,783,000 |
Accumulated deficit | (56,768,000) | (55,091,000) |
Total shareholders’ deficit | (681,000) | (925,000) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 408,000 | $ 19,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 4,732,073,007 | 3,926,744,551 |
Common stock, shares outstanding | 4,632,073,007 | 3,826,744,551 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUES | $ 50,000 | $ 15,000 |
REVENUES, RELATED PARTY | 25,000 | 0 |
TOTAL REVENUES | 75,000 | 15,000 |
COST OF REVENUES | 38,000 | 7,000 |
GROSS PROFIT | 37,000 | 8,000 |
OPERATING EXPENSES | ||
Operations | 6,000 | 16,000 |
Selling, general and administrative | 128,000 | 32,000 |
Total operating expenses | 134,000 | 48,000 |
LOSS FROM OPERATIONS | (97,000) | (40,000) |
OTHER EXPENSE | ||
Interest expense | (3,000) | (28,000) |
Other Expense, net | (1,577,000) | (3,000) |
Total Other Expense | (1,580,000) | (31,000) |
LOSS BEFORE INCOME TAXES | (1,677,000) | (71,000) |
INCOME TAXES | 0 | 0 |
NET LOSS | $ (1,677,000) | $ (71,000) |
LOSS PER SHARE OF COMMON STOCK – Basic and diluted | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING – Basic and diluted | 4,178,685,161 | 3,485,613,929 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance, value at Dec. 31, 2017 | $ (853,000) | $ 330,000 | $ 53,136,000 | $ (54,319,000) |
Beginning balance, value at Dec. 31, 2017 | 3,302,514,447 | |||
Shares issued for consulting services, value | 1,000 | 1,000 | ||
Shares issued for consulting services, shares | 1,600,000 | |||
Beneficial conversion feature of convertible debt | 28,000 | 28,000 | ||
Stock issued upon conversion of related party notes payable, value | 29,000 | $ 19,000 | 10,000 | |
Stock issued upon conversion of related party notes payable, shares | 181,038,818 | |||
Net loss | (71,000) | (71,000) | ||
Ending balance, value at Mar. 31, 2018 | (866,000) | $ 349,000 | 53,175,000 | (54,390,000) |
Ending balance, shares at Mar. 31, 2018 | 3,485,153,265 | |||
Beginning balance, value at Dec. 31, 2018 | (925,000) | $ 383,000 | 53,783,000 | (55,091,000) |
Beginning balance, value at Dec. 31, 2018 | 3,826,744,551 | |||
Shares issued for consulting services, value | 1,000 | 1,000 | ||
Shares issued for consulting services, shares | 3,200,000 | |||
Beneficial conversion feature of convertible debt | 2,000 | 2,000 | ||
Stock issued upon conversion of related party notes payable, value | 2,000 | $ 3,000 | (1,000) | |
Stock issued upon conversion of related party notes payable, shares | 26,143,791 | |||
Stock issued for acquisition of Elite Therapeutics, value | 1,862,000 | $ 77,000 | 1,785,000 | |
Stock issued for acquisition of Elite Therapeutics, shares | 775,984,665 | |||
Non cash compensation related to stock options | 54,000 | 54,000 | ||
Net loss | (1,677,000) | (1,677,000) | ||
Ending balance, value at Mar. 31, 2019 | $ (681,000) | $ 463,000 | $ 55,624,000 | $ (56,768,000) |
Ending balance, shares at Mar. 31, 2019 | 4,632,073,007 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,677,000) | $ (71,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option and stock compensation | 54,000 | |
Stock issued for consulting expense | 1,000 | 1,000 |
Amortization of discounts on notes payable, related party | 2,000 | 28,000 |
Loss on Acquisition of a Business | 1,581,000 | |
(Increase) decrease in operating assets: | ||
Accounts receivable | (1,000) | |
Accounts receivable - Related Party | 2,000 | |
Inventory | 19,000 | |
Prepaid expenses and other assets | (4,000) | (1,000) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | (10,000) | 5,000 |
Accounts Payable - Related Party | (7,000) | 3,000 |
Unearned Revenue | 56,000 | |
Accrued Expenses | 6,000 | |
Net cash used in operating activities | 22,000 | (32,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Notes Receivable - Related Party | (15,000) | |
Net cash provided by (used in) investing activities: | (15,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable- related party | 2,000 | 28,000 |
Net cash provided by financing activities | 2,000 | 28,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 9,000 | (4,000) |
CASH AND CASH EQUIVALENTS, Beginning of period | 5,000 | 4,000 |
CASH AND CASH EQUIVALENTS, End of period | $ 14,000 | |
AEG [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss (Gain) on minority investment | $ 3,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Supplemental Disclosure on Non-Cash Activities | ||
Common stock issued for future funding source, shares | 100,000,000 | 100,000,000 |
Discount on loans from beneficial conversion feature | $ 2,000 | $ 67,500 |
Convertible loans converted to equity | 2,000 | $ 67,500 |
Loss on acquisition | 1,581,000 | |
Elite Therapeutics [Member] | ||
Supplemental Disclosure on Non-Cash Activities | ||
Shares issued for acquisition | 1,862,000 | |
Accounts receivable | 22,000 | |
Inventory | 360,000 | |
Retained earnings loss | 1,581,000 | |
Accounts payable | 65,000 | |
Accrued expense | $ 36,000 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – 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. The Company acquired Bad Love Cosmetics Company, LLC, dba Elite Therapeutics on March 6, 2019. Elite Therapeutics was founded in 2007 as Bad Love Cosmetics Company, LLC and began doing business as Elite Therapeutics with high quality, results-driven, medical grade cosmetics in late 2010. Elite Therapeutics has a full line of luxury products for personal use and high-end hotel amenities. This past year, the company has developed a new, ultralux, hemp-derived "CBD Recovery Crème". This product was launched on February 4, 2019 and can now be found on the Elite Therapeutics website. It uses a highly purified, hemp-derived, CBD isolate which is THC-free and is of the same high quality as the entire, physician-designed Elite Therapeutics product line. Going Concern – We have incurred significant losses from operations, resulting in an accumulated deficit of $56,768,000. We expect such losses to continue. However, we entered into a new Loan Agreement with Dr. Schewe on May 24, 2018 whereby he agreed to fund us $100,000 over a two-year period. We expect loans from Mr. Basit and Dr. Schewe and revenue generated from future contracts using the license we have for Giant King Grass to fund operations for the foreseeable future. However, no assurance can be given that Mr. Basit or Dr. Schewe will continue to fund us 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 our 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 unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with our financial statements for the year ended December 31, 2018 and notes thereto included in our annual report on Form 10-K. We follow the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Accounts Receivable Accounts receivable consist of uncollateralized amounts due from wholesale customers that have bought skin creams and Elite products for retail resale. Accounts receivable are due within 30 days and are stated at amounts net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering the length of time accounts receivable are past due, the Company’s previous loss history, and the client’s current ability to pay its obligations. Therefore, if the financial condition of the Company’s clients were to deteriorate beyond the estimates, the Company may have to increase the allowance for doubtful accounts which could have a negative impact on earnings. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. Inventory Inventory is valued at the lower of the inventory's cost (weighted average basis) or net realizable value. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into two areas, raw materials, and finished goods. Below is a breakdown of how much inventory was in each area as of March 31, 2019 (unaudited), and December 31, 2018 (unaudited): March 31, 2019 December 31, 2018 (Unaudited) (Unaudited) Raw Materials $ 144,000 $ 125,000 Finished Goods 197,000 173,000 $ 341,000 $ 298,000 The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of Accounting Standards Codification (ASC) 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The FASB launched the project in response to requests it received in its post-implementation review of Statement No. 123(R), Share-Based Payment. The ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. The key changes from ASC 505-50 are: • Equity-classified nonemployee awards are measured on the grant date, rather than on the earlier of (1) the performance commitment date or (2) the date at which the nonemployee’s performance is complete. • Awards to nonemployees are measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. • During the vesting period, nonemployee awards that contain a performance condition that affects the quantity or other terms (e.g., exercise price) of the award are measured based on the outcome that is probable. This differs from the guidance in ASC 505-50 that requires these types of awards to be measured at the lowest aggregate fair value within a range of possible outcomes. • Entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. This differs from the guidance in ASC 505-50 that requires the use of the contractual term. Public entities must adopt the new standard in the fiscal year beginning on 12/15/2018. Companies can early adopt the new standard but are required to adopt ASC Topic 606 alongside their adoption of ASU 2018-07. We adopted the standard utilizing the modified retrospective adoption method. The adoption of this guidance does not have a material impact on our financial statements. In May 2014, FASB and the International Accounting Standards Board jointly issued a new revenue recognition standard that is designed to improve financial reporting by creating common recognition guidance for U.S. GAAP and International Financial Reporting Standards. The new guidance issued under Accounting Standards Update ASU , Revenue from Contracts with Customers Topic 606 ") provides a more robust framework for addressing revenue issues, improves the comparability of revenue recognition practices across industries, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the presentation of financial statements. The core principle of the guidance is that an entity should 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. This guidance permits the use of either of the following transition methods: (i) a full retrospective method reflecting the application of the standard in each prior reporting period with the option to elect certain practical expediencies, or (ii) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption, with additional footnote disclosures. The original effective date of the new standard was for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued an ASU that deferred by one year the effective date of this new revenue recognition standard. As a result, the new standard was effective for annual reporting periods beginning after December 15, 2017, although companies could have adopted the standard as early as the original effective date. Early application prior to the original effective date was not permitted. 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. Leases - In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). This update requires organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. It also requires new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company does not have any leases with terms of more than 12 months as of March 31, 2019. |
2. PREPAID EXPENSES
2. PREPAID EXPENSES | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid Expense And Other Assets Current [Abstract] | |
PREPAID EXPENSES | NOTE 2 – PREPAID EXPENSES We had previously entered into agreements with certain consultants and vendors whereby we issued unregistered shares of common stock in exchange for financial services to be provided to us. The agreements have been cancelled. As of March 31, 2019 and December 31, 2018, included in prepaid expenses for this third-party provider is $11,000 and $11,000, respectively, for shares of stock issued to the provider in excess of amounts paid on our behalf. Other prepaid expenses (non-stock related) were $4,000 and $0 at March 31, 2019 and December 31, 2018, respectively. |
3. INVESTMENTS
3. INVESTMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Investments [Abstract] | |
INVESTMENTS | Note 3 – Investments 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 June 1, 2017, we acquired a 2.91% interest in Clean Energy Solutions, LLC’s (“CES”) outstanding membership interest units. We have accounted for this investment by the cost method because the membership interest units of that company are unlisted and the criteria for using the equity method of accounting are not satisfied as we are not able to exercise significant influence over CES. CES is a customer of the Company who is in discussion for future GKG contracts. At March 31, 2019, and December 31, 2018, our interest in CES is recorded at $0. 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. At March 31, 2019 the Company recorded $0 as Investment in VSCA. 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. As of December 31, 2018 the Company no longer has equity ownership in AEG. At March 31, 2019, and December 31, 2018, the Company recorded $0 as Investment in CMAC using the cost method of accounting because the cost basis is zero. As of March 31, 2019 the total balance of all investments is valued at $0. |
4. STOCK OPTIONS
4. STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK OPTIONS | Note 4 – STOCK OPTIONS 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. Dividend rates are based on the Company’s dividend history. The stock volatility factor is based on the historical volatility of the Company’s stock price. 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 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. The risk-free interest rate for the period within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. 2019 Dividends 0% Volatility factor 156% Expected life 10 years Annual forfeiture rate 0% The following is a summary of the Company’s stock option activity for the nine months ended at March 31, 2019: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term In Years Aggregate Intrinsic Value Outstanding at December 31, 2018 1,904,480,000 $ 0.0012 8.81 Granted — — — Exercised — — Cancelled and forfeited — — Outstanding at March 31, 2019 1,904,480,000 $ 0.0012 8.82 $ — Exercisable at March 31, 2019 1,419,480,441 $ 0.0014 8.61 $ — No stock options were granted during the three months ended March 31, 2019. The Plan recorded $54,000 of compensation expense for employees and director stock options in the three months ended March 31, 2019. At March 31, 2019, there was $287,000 of unrecognized compensation costs related to non-vested share-based compensation arrangements under the Plan that is expected to be recognized over a weighted average period of approximately two year. There were no options exercised during the three months ended March 31, 2019. |
5. CONVERTIBLE NOTES PAYABLE TO
5. CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES | NOTE 5 – CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES Loan Agreement with Kevin Schewe Effective May 24, 2018, we entered into a new Loan Agreement with CEO Kevin Schewe whereby Dr. Schewe agreed to loan up to $100,000 to us 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 Dr. Schewe’s request, into a fixed number of shares of our common stock based on the closing price of our common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. This Loan Agreement also states that Dr. Schewe 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 the three months ended March 31, 2019, Dr. Schewe made loans of $2,000 to us. We recorded a discount on the loans of $2,000 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 the three months ended March 31, 2019, Dr. Schewe converted loans totalling $2,000 into 26,143,791 common shares of the Company. At the time of the conversions, we recorded the discount as additional interest expense. There are $0 loans outstanding at March 31, 2019. As of March 31, 2019, we had $58,000 remaining availability under the note. Loan Agreement with Carl Kukkonen Effective July 25, 2017, we entered into a Loan Agreement with former CTO and Director Carl Kukkonen whereby Dr. Kukkonen agreed to loan up to $25,000 to us 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 Dr. Kukkonen’s request, into a fixed number of shares of our common stock based on the closing price of our common stock for the twenty trading days prior to the issuance of the loan, less an 80% discount. The Loan Agreement states that 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 the three months ended March 31, 2019, Dr. Kukkonen made loans of $0 to the Company and there are $0 loans outstanding at March 31, 2019. As of March 31, 2019, the Company had remaining availability under the note of $13,500. |
6. STOCKHOLDERS' EQUITY
6. STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Preferred Stock At March 31, 2019 and December 31, 2018, the number of authorized shares of our preferred stock was 10,000,000. The par value of the preferred stock is $0.0001. At March 31, 2019 and December 31, 2018, there is one share of Series A Preferred Stock outstanding. Common Stock As of March 31, 2019, the number of authorized shares of our common stock was 8,000,000,000. The par value of the common stock is $0.0001. As of March 31, 2019, we issued 3,200,000 shares of common stock to a consultant of the Company. The shares were issued at fair market value of approximately $1,000 on the date of the issuance. As of March 31, 2019, we issued 26,143,791 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 us as discussed in Note 5. As of March 31, 2019 we issued 775,984,665 shares of common stock to CEO Kevin Schewe for the purchase of Elite Therapeutics. As of March 31, 2019, there were 4,732,073,007 |
7. NET LOSS PER SHARE
7. NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 7 – NET LOSS PER SHARE We compute 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 was equal to 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 March 31, 2019 and 2018 that are not included in the loss per share calculation since their effect would be anti-dilutive for the periods indicated: March 31, 2019 December 31, 2018 Stock Options 1,904,480,000 1,904,480,000 The following table sets forth the computation of basic and diluted net loss per share for 2018 and 2017, respectively: For the Three Months Ended March 31, 2019 2018 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (1,677,000 ) $ (71,000 ) Denominator: Weighted average shares of common stock outstanding 4,178,685,161 3,485,613,929 Net loss per share of common stock, basic and diluted $ 0.00 $ 0.00 |
8. RELATED PARTY TRANSACTIONS
8. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS Included in our balance sheets at March 31, 2019 and December 31, 2018 are Related Party Payables of $749,000 and $749,000, respectively. We have a payable of $689,000 and $689,000, at March 31, 2019 and December 31, 2018 owed to Dr. Carl Kukkonen, CTO. Of the amount owed to Dr. Kukkonen, there is a cash component totalling $185,000 and a common stock component totalling $504,000. Dr. Kukkonen deferred a portion of his 2009, 2010 and 2011 stock awards and is entitled to the following unregistered shares of our common stock at March 31, 2019: 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. We also owe Director Haris Basit $60,000 at March 31, 2019, and December 31, 2018, representing salary earned but not paid. In addition, at March 31, 2019 there are Other Related Party Payables owed to Dr. Kukkonen, in the amount of $2,000, to Mr. Basit, in the amount of $20,000 and to Mr. Nicholas Stoll, in the amount of $4,000. At December 31, 2018 Other Related Party Payables owed to Dr. Kukkonen, Mr. Basit and Mr. Stoll were $6,000, $18,000 and $9,000, respectively. During 2018 the Company granted Dr. Kevin Schewe, Dr. Carl Kukkonen, Mr. Nick Stoll, Mr. Haris Basit and Ms. Angelina Galiteva 350,000,000, 150,000,000, 100,000,000, 500,000,000 and 10,000,000 options, respectively. See Note 4 for valuations of the stock options. We have a loan agreement with CEO Dr. Kevin Schewe and former CTO Carl Kukkonen which is described in Note 5. |
9. BUSINESS COMBINATIONS
9. BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 9 – BUSINESS COMBINATIONS Bad Love Cosmetics, LLC DBA Elite Therapeutics Effective March 6, 2019, the Company purchased 100% of the outstanding interests of Bad Love Cosmetics, LLC DBA Elite Therapeutics ("Elite"). The consideration paid was $1,862,363 and was made through an all stock purchase of 775,984,665 shares at a price of $0.0024. A summary of the purchase price allocation at fair value is below. Purchase Allocation Accounts receivable, net 22,000 Inventory 360,000 Accounts Payable (65,000 ) Liabilities (36,000 ) Retained Earnings Loss 1,581,000 Total Consideration $ 1,862,000 Pro forma Information The following is the unaudited Pro forma information assuming the business acquisition occurred on January 1, 2019: For the Three Months ended March 31 2019 2018 REVENUES $ 101,000 $ 58,000 Net Loss Attributable to Common Stockholders $ (1,678,000 ) $ (109,000 ) LOSS PER SHARE OF COMMON STOCK – Basic and diluted $ 0.00 $ 0.00 WEIGHTED AVERAGE SHARES OUTSTANDING – Basic and diluted 4,178,685,161 3,485,613,929 |
10. COMMITMENTS AND CONTINGENCI
10. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases We currently have no long term office lease. 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, we recognize 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 three months ended March 31, 2019 and 2018, we received $75,000 and $0 payments under these collaborative agreements. We recognized $34,000 and $0 revenue from these collaborative agreements for the three months ended March 31, 2019 and 2018. 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. Litigation The Company is not party to any material legal proceedings at the present time. |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On April 22, 2019, Dr. Kevin Schewe, CEO of the Company, advanced $7,000 pursuant to a convertible loan agreement and immediately converted the $7,000 loan into 12,939,002 shares of Company common stock at a conversion price of $0.000541 per common share. On April 24, 2019, we issued 396,231 shares or 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 May 21, 2019, Dr. Kevin Schewe, CEO of the Company, advanced $21,000 pursuant to a convertible loan agreement and immediately converted the $21,000 loan into 45,268,377 shares of Company common stock at a conversion price of $0.0004639 per common share. On June 4, 2019, Mr. Haris Basit, Director of the Company, advanced $5,000 pursuant to a convertible loan agreement and immediately converted the $5,000 loan into 11,039,965 shares of Company common stock at a conversion price of $0.0004529 per common share. |
1. SUMMARY OF SIGNIFICANT ACC_2
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern – We have incurred significant losses from operations, resulting in an accumulated deficit of $56,768,000. We expect such losses to continue. However, we entered into a new Loan Agreement with Dr. Schewe on May 24, 2018 whereby he agreed to fund us $100,000 over a two-year period. We expect loans from Mr. Basit and Dr. Schewe and revenue generated from future contracts using the license we have for Giant King Grass to fund operations for the foreseeable future. However, no assurance can be given that Mr. Basit or Dr. Schewe will continue to fund us 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 our 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 unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with our financial statements for the year ended December 31, 2018 and notes thereto included in our annual report on Form 10-K. We follow the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of uncollateralized amounts due from wholesale customers that have bought skin creams and Elite products for retail resale. Accounts receivable are due within 30 days and are stated at amounts net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering the length of time accounts receivable are past due, the Company’s previous loss history, and the client’s current ability to pay its obligations. Therefore, if the financial condition of the Company’s clients were to deteriorate beyond the estimates, the Company may have to increase the allowance for doubtful accounts which could have a negative impact on earnings. The Company writes-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts. |
Inventory | Inventory Inventory is valued at the lower of the inventory's cost (weighted average basis) or net realizable value. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to net realizable value, if lower. Inventory is segregated into two areas, raw materials, and finished goods. Below is a breakdown of how much inventory was in each area as of March 31, 2019 (unaudited), and December 31, 2018 (unaudited): March 31, 2019 December 31, 2018 (Unaudited) (Unaudited) Raw Materials $ 144,000 $ 125,000 Finished Goods 197,000 173,000 $ 341,000 $ 298,000 |
Recent Accounting Standards | The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of Accounting Standards Codification (ASC) 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The FASB launched the project in response to requests it received in its post-implementation review of Statement No. 123(R), Share-Based Payment. The ASU aligns much of the guidance on measuring and classifying nonemployee awards with that of awards to employees. The key changes from ASC 505-50 are: • Equity-classified nonemployee awards are measured on the grant date, rather than on the earlier of (1) the performance commitment date or (2) the date at which the nonemployee’s performance is complete. • Awards to nonemployees are measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. • During the vesting period, nonemployee awards that contain a performance condition that affects the quantity or other terms (e.g., exercise price) of the award are measured based on the outcome that is probable. This differs from the guidance in ASC 505-50 that requires these types of awards to be measured at the lowest aggregate fair value within a range of possible outcomes. • Entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. This differs from the guidance in ASC 505-50 that requires the use of the contractual term. Public entities must adopt the new standard in the fiscal year beginning on 12/15/2018. Companies can early adopt the new standard but are required to adopt ASC Topic 606 alongside their adoption of ASU 2018-07. We adopted the standard utilizing the modified retrospective adoption method. The adoption of this guidance does not have a material impact on our financial statements. In May 2014, FASB and the International Accounting Standards Board jointly issued a new revenue recognition standard that is designed to improve financial reporting by creating common recognition guidance for U.S. GAAP and International Financial Reporting Standards. The new guidance issued under Accounting Standards Update ASU , Revenue from Contracts with Customers Topic 606 ") provides a more robust framework for addressing revenue issues, improves the comparability of revenue recognition practices across industries, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the presentation of financial statements. The core principle of the guidance is that an entity should 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. This guidance permits the use of either of the following transition methods: (i) a full retrospective method reflecting the application of the standard in each prior reporting period with the option to elect certain practical expediencies, or (ii) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption, with additional footnote disclosures. The original effective date of the new standard was for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued an ASU that deferred by one year the effective date of this new revenue recognition standard. As a result, the new standard was effective for annual reporting periods beginning after December 15, 2017, although companies could have adopted the standard as early as the original effective date. Early application prior to the original effective date was not permitted. 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. Leases - In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). This update requires organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. It also requires new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company does not have any leases with terms of more than 12 months as of March 31, 2019. |
1. SUMMARY OF SIGNIFICANT ACC_3
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Inventory | Below is a breakdown of how much inventory was in each area as of March 31, 2019 (unaudited), and December 31, 2018 (unaudited): March 31, 2019 December 31, 2018 (Unaudited) (Unaudited) Raw Materials $ 144,000 $ 125,000 Finished Goods 197,000 173,000 $ 341,000 $ 298,000 |
4. STOCK OPTIONS (Tables)
4. STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Fair Value Assumptions | 2019 Dividends 0% Volatility factor 156% Expected life 10 years Annual forfeiture rate 0% |
Summary of Stock Option Activity | The following is a summary of the Company’s stock option activity for the nine months ended at March 31, 2019: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term In Years Aggregate Intrinsic Value Outstanding at December 31, 2018 1,904,480,000 $ 0.0012 8.81 Granted — — — Exercised — — Cancelled and forfeited — — Outstanding at March 31, 2019 1,904,480,000 $ 0.0012 8.82 $ — Exercisable at March 31, 2019 1,419,480,441 $ 0.0014 8.61 $ — |
7. NET LOSS PER SHARE (Tables)
7. NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and 2018 that are not included in the loss per share calculation since their effect would be anti-dilutive for the periods indicated: March 31, 2019 December 31, 2018 Stock Options 1,904,480,000 1,904,480,000 |
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: For the Three Months Ended March 31, 2019 2018 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (1,677,000 ) $ (71,000 ) Denominator: Weighted average shares of common stock outstanding 4,178,685,161 3,485,613,929 Net loss per share of common stock, basic and diluted $ 0.00 $ 0.00 |
9. BUSINESS COMBINATIONS (Table
9. BUSINESS COMBINATIONS (Tables) - Elite Therapeutics [Member] | 3 Months Ended |
Mar. 31, 2019 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation at Fair Value | A summary of the purchase price allocation at fair value is below. Purchase Allocation Accounts receivable, net 22,000 Inventory 360,000 Accounts Payable (65,000 ) Liabilities (36,000 ) Retained Earnings Loss 1,581,000 Total Consideration $ 1,862,000 |
Summary of Unaudited Proforma Financial Statements | The following is the unaudited Pro forma information assuming the business acquisition occurred on January 1, 2019: For the Three Months ended March 31 2019 2018 REVENUES $ 101,000 $ 58,000 Net Loss Attributable to Common Stockholders $ (1,678,000 ) $ (109,000 ) LOSS PER SHARE OF COMMON STOCK – Basic and diluted $ 0.00 $ 0.00 WEIGHTED AVERAGE SHARES OUTSTANDING – Basic and diluted 4,178,685,161 3,485,613,929 |
1. SUMMARY OF SIGNIFICANT ACC_4
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | May 24, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Line Items] | |||
Accumulated deficit | $ 56,768,000 | $ 55,091,000 | |
Accounts receivable due period | 30 days | ||
Dr. Kevin Schewe [Member] | |||
Accounting Policies [Line Items] | |||
Debt, face amount | $ 100,000 | ||
Debt maturity period | 2 years | ||
Giant King Grass [Member] | |||
Accounting Policies [Line Items] | |||
Percentage of biomass power to generate electricity | 100.00% |
1. SUMMARY OF SIGNIFICANT ACC_5
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details-Summary of Inventory) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 144,000 | $ 125,000 |
Finished Goods | 197,000 | 173,000 |
Inventory, Gross | $ 341,000 | $ 298,000 |
2. PREPAID EXPENSES (Details Na
2. PREPAID EXPENSES (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Prepaid expenses | $ 15,000 | $ 11,000 |
Stock Related Expenses [Member] | ||
Prepaid expenses | 11,000 | 11,000 |
Non-Stock Related Expenses [Member] | ||
Prepaid expenses | $ 4,000 | $ 0 |
3. INVESTMENTS (Details Narrati
3. INVESTMENTS (Details Narrative) - USD ($) | Jul. 16, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 01, 2017 |
Revenue from related party | $ 25,000 | $ 0 | ||||
Investments | 0 | |||||
Almaden Energy Group [Member] | ||||||
Revenue from related party | $ 0 | $ 0 | ||||
Equity investment percentage | 0.00% | |||||
Ownership interest before sale | 18.75% | |||||
Clean Energy Solutions [Member] | ||||||
Cost method investment percentage | 2.91% | |||||
Cost method investments | $ 0 | $ 0 | ||||
Viaspace California [Member] | ||||||
Equity investment percentage | 11.57% | |||||
Equity investment | $ 0 | |||||
Ownership percentage | 46.25% | |||||
CMAC Agriculture [Member] | ||||||
Equity investment percentage | 3.375% | |||||
Equity investment | $ 0 | $ 0 |
4. STOCK OPTIONS (Details Narra
4. STOCK OPTIONS (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of options exercised | shares | 0 |
Annual forfeiture rate | 0.00% |
Granted | shares | 0 |
Stock compensation expense | $ | $ 54,000 |
Unrecognized compensation costs related to non-vested shares | $ | $ 287,000 |
Weighted average period of unrecognized compensation cost related to non-vested shares, expected to be recognized | 2 years |
4. STOCK OPTIONS (Details - Fai
4. STOCK OPTIONS (Details - Fair Value Assumptions) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Dividends | 0.00% |
Volatility factor | 156.00% |
Expected life | 10 years |
Annual forfeiture rate | 0.00% |
4. STOCK OPTIONS (Details - Sum
4. STOCK OPTIONS (Details - Summary of Stock Option Activity) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Outstanding, beginning balance | 1,904,480,000 | |
Exercised | 0 | |
Outstanding, ending balance | 1,904,480,000 | 1,904,480,000 |
Exercisable, ending balance | 1,419,480,441 | |
Weighted Average Exercise Price Per Share | ||
Outstanding, beginning balance | $ 0.0012 | |
Outstanding, ending balance | 0.0012 | $ 0.0012 |
Exercisable, ending balance | $ 0.0014 | |
Weighted Average Remaining Contractual Terms in Years | ||
Weighted average remaining contractual term, outstanding | 8 years 9 months 25 days | 8 years 9 months 21 days |
Weighted average remaining contractual term, exercisable | 8 years 7 months 9 days | |
Aggregate Intrinsic Value | ||
Outstanding, ending balance | $ 0 | |
Exercisable, ending balance | $ 0 |
5. CONVERTIBLE NOTES PAYABLE _2
5. CONVERTIBLE NOTES PAYABLE TO RELATED PARTIES (Details Narrative) - USD ($) | May 24, 2018 | Jul. 25, 2017 | Mar. 31, 2019 |
Dr. Kevin Schewe [Member] | |||
Debt, face amount | $ 100,000 | ||
Debt maturity period | 2 years | ||
Loan will accrue interest rate, percentage | 8.00% | ||
Number of trading days | 20 days | ||
Loan discount percentage | 80.00% | ||
Proceeds from related party | $ 2,000 | ||
Discount on note due to beneficial conversion feature | 2,000 | ||
Loans converted into shares, loan amount converted | $ 2,000 | ||
Loans converted into shares, shares issued | 26,143,791 | ||
Convertible notes payable | $ 0 | ||
Remaining availability under the note | 58,000 | ||
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% | ||
Proceeds from related party | 0 | ||
Convertible notes payable | 0 | ||
Remaining availability under the note | $ 13,500 | ||
Loan agreement maximum amount | $ 25,000 |
6. STOCKHOLDERS' EQUITY (Detail
6. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Mar. 06, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
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 | $ 1,000 | $ 1,000 | ||
Common stock, shares issued | 4,732,073,007 | 3,926,744,551 | ||
Common stock, shares outstanding | 4,632,073,007 | 3,826,744,551 | ||
Elite Therapeutics [Member] | ||||
Business combination, consideration, number of shares issued | 775,984,665 | |||
Dr. Kevin Schewe [Member] | ||||
Loans converted into shares, shares issued | 26,143,791 | |||
Dr. Kevin Schewe [Member] | Elite Therapeutics [Member] | ||||
Business combination, consideration, number of shares issued | 775,984,665 | |||
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. NET LOSS PER SHARE (Details-
7. NET LOSS PER SHARE (Details-Equivalents) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Common stock equivalents excluded from EPS | 1,904,480,000 | 1,904,480,000 |
7. NET LOSS PER SHARE (Detail_2
7. NET LOSS PER SHARE (Details-EPS) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic and diluted net income (loss) per share: | ||
Net Loss Attributable to Common Stockholders | $ (1,677,000) | $ (71,000) |
Denominator | ||
Weighted average shares of common stock outstanding | 4,178,685,161 | 3,485,613,929 |
Net loss per share of common stock, basic and diluted | $ 0 | $ 0 |
8. RELATED PARTY TRANSACTIONS (
8. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Related party payables | $ 749,000 | $ 749,000 |
Options granted | 0 | |
Carl Kukkonen [Member] | ||
Related party payables | $ 689,000 | 689,000 |
Related party cash payable | 185,000 | |
Related party common stock payable, value | 504,000 | |
Additional related party payables | $ 2,000 | $ 6,000 |
Options granted | 150,000,000 | |
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] | ||
Salary payable | $ 60,000 | $ 60,000 |
Additional related party payables | 20,000 | $ 18,000 |
Options granted | 500,000,000 | |
Nicholas Stoll [Member] | ||
Additional related party payables | $ 4,000 | $ 9,000 |
Options granted | 100,000,000 | |
Dr. Kevin Schewe [Member] | ||
Options granted | 350,000,000 | |
Ms Angelina Galiteva | ||
Options granted | 10,000,000 |
9. BUSINESS COMBINATIONS (Detai
9. BUSINESS COMBINATIONS (Details Narrative) - Elite Therapeutics [Member] | Mar. 06, 2019USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Effective date of acquisition | Mar. 6, 2019 |
Percentage of ownership interest acquired | 100.00% |
Consideration paid | $ | $ 1,862,363 |
Business combination, consideration, number of shares issued | shares | 775,984,665 |
Share price | $ / shares | $ 0.0024 |
9. BUSINESS COMBINATIONS (Det_2
9. BUSINESS COMBINATIONS (Details - Summary of Purchase Price Allocation at Fair Value) - Elite Therapeutics [Member] - USD ($) | Mar. 31, 2019 | Mar. 06, 2019 |
Business Acquisition [Line Items] | ||
Accounts receivable, net | $ 22,000 | $ 22,000 |
Inventory | 360,000 | 360,000 |
Accounts Payable | (65,000) | (65,000) |
Liabilities | (36,000) | |
Retained Earnings Loss | $ 1,581,000 | 1,581,000 |
Total Consideration | $ 1,862,000 |
9. BUSINESS COMBINATIONS (Det_3
9. BUSINESS COMBINATIONS (Details - Unaudited Proforma Statement of Operations) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Acquisition [Line Items] | ||
REVENUES | $ 50,000 | $ 15,000 |
Net Loss Attributable to Common Stockholders | $ (1,677,000) | $ (71,000) |
LOSS PER SHARE OF COMMON STOCK – Basic and diluted | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING – Basic and diluted | 4,178,685,161 | 3,485,613,929 |
Elite Therapeutics [Member] | ||
Business Acquisition [Line Items] | ||
REVENUES | $ 101,000 | $ 58,000 |
Net Loss Attributable to Common Stockholders | $ (1,678,000) | $ (109,000) |
LOSS PER SHARE OF COMMON STOCK – Basic and diluted | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING – Basic and diluted | 4,178,685,161 | 3,485,613,929 |
10. COMMITMENTS AND CONTINGEN_2
10. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commitments And Contingencies [Line Items] | ||
REVENUES | $ 50,000 | $ 15,000 |
Collaborative Agreements [Member] | ||
Commitments And Contingencies [Line Items] | ||
REVENUES | 75,000 | 0 |
Revenue recognized from collaborative agreements | $ 34,000 | $ 0 |
11. SUBSEQUENT EVENTS (Details
11. SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jun. 04, 2019 | May 21, 2019 | Apr. 24, 2019 | Apr. 22, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Subsequent Event [Line Items] | ||||||
Shares issued for consulting services, value | $ 1,000 | $ 1,000 | ||||
Consultant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued for consulting services, shares | 3,200,000 | |||||
Shares issued for consulting services, value | $ 1,000 | |||||
Subsequent Events [Member] | Consultant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued for consulting services, shares | 396,231 | |||||
Shares issued for consulting services, value | $ 1,000 | |||||
Dr. Kevin Schewe [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Loans converted into shares, shares issued | 26,143,791 | |||||
Dr. Kevin Schewe [Member] | Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Loan advanced pursuant to agreement | $ 21,000 | $ 7,000 | ||||
Loans converted into shares, shares issued | 45,268,377 | 12,939,002 | ||||
Common stock, conversion price per share | $ 0.0004639 | $ 0.000541 | ||||
Mr. Haris Basit [Member] | Subsequent Events [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Loan advanced pursuant to agreement | $ 5,000 | |||||
Loans converted into shares, shares issued | 11,039,965 | |||||
Common stock, conversion price per share | $ 0.0004529 |