Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | VIASPACE Inc. | |
Entity Central Index Key | 1,270,200 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,402,514,447 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and equivalents | $ 11,000 | $ 19,000 |
Prepaid expenses | 38,000 | 14,000 |
TOTAL CURRENT ASSETS | 49,000 | 33,000 |
OTHER ASSETS: | ||
Investment in Almaden Energy Group | 6,000 | 14,000 |
Other assets | 2,000 | 2,000 |
TOTAL OTHER ASSETS | 8,000 | 16,000 |
TOTAL ASSETS | 57,000 | 49,000 |
CURRENT LIABILITIES | ||
Accounts payable | 93,000 | 68,000 |
Accrued expenses | 22,000 | 29,000 |
Unearned revenue | 20,000 | 20,000 |
Related party payables | 749,000 | 640,000 |
TOTAL CURRENT LIABILITIES | 884,000 | 757,000 |
SHAREHOLDERS' DEFICIT: | ||
Preferred stock, $0.0001 par value in 2017 and 2016, 10,000,000 shares authorized, one share of Series A preferred stock issued and outstanding in 2017 and 2016 | 0 | 0 |
Common stock, $0.0001 par value in 2017 and 2016, 3,900,000,000 shares authorized, 3,400,594,447 shares issued and 3,300,594,447 shares outstanding as of September 30, 2017, and 2,919,472,132 shares issued and 2,819,472,132 shares outstanding as of December 31, 2016 | 330,000 | 282,000 |
Additional paid in capital | 53,086,000 | 52,458,000 |
Accumulated deficit | (54,243,000) | (53,448,000) |
Total shareholders' deficit | (827,000) | (708,000) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 57,000 | $ 49,000 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.0001 | $ .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 | $ .0001 |
Common stock shares authorized | 3,900,000,000 | 3,900,000,000 |
Common stock, shares issued | 3,400,594,447 | 2,919,472,132 |
Common stock, shares outstanding | 3,300,594,447 | 2,819,472,132 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
REVENUES | $ 33,000 | $ 36,000 | $ 101,000 | $ 92,000 |
COST OF REVENUES | 2,000 | 0 | 16,000 | 18,000 |
GROSS PROFIT (LOSS) | 31,000 | 36,000 | 85,000 | 74,000 |
OPERATING EXPENSES | ||||
Operations | 8,000 | 9,000 | 29,000 | 27,000 |
Selling, general and administrative | 267,000 | 226,000 | 703,000 | 817,000 |
Total operating expenses | 275,000 | 235,000 | 732,000 | 844,000 |
LOSS FROM OPERATIONS | (244,000) | (199,000) | (647,000) | (770,000) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (48,000) | (82,000) | (141,000) | (243,000) |
Other expense | (2,000) | (4,000) | (8,000) | (22,000) |
Other income | 0 | 0 | 0 | 16,000 |
Total other income (expense) | (50,000) | (86,000) | (149,000) | (249,000) |
LOSS BEFORE INCOME TAXES | (294,000) | (285,000) | (796,000) | (1,019,000) |
INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS | $ (294,000) | $ (285,000) | $ (796,000) | $ (1,019,000) |
LOSS PER SHARE OF COMMON STOCK - Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE SHARES OUTSTANDING - Basic and diluted | 3,237,284,099 | 2,509,093,098 | 3,051,228,069 | 2,310,258,331 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (796,000) | $ (1,019,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option and stock compensation | 317,000 | 288,000 |
Stock issued for consulting expense | 52,000 | 109,000 |
Amortization of discounts on notes payable | 139,000 | 241,000 |
Loss on minority investment in Almaden Energy Group | 8,000 | 21,000 |
(Increase) decrease in operating assets: | ||
Accounts receivable | 0 | 41,000 |
Prepaid expenses | 1,000 | 66,000 |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 25,000 | 19,000 |
Accrued expenses and other | (7,000) | (45,000) |
Related party | 109,000 | 7,000 |
Unearned revenue | 0 | (11,000) |
Net cash used in operating activities | (152,000) | (283,000) |
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 | 139,000 | 241,000 |
Stock issued for investment by related parties | 0 | 44,000 |
Stock issued for investment by non-related party | 5,000 | 5,000 |
Net cash provided by financing activities | 144,000 | 290,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | (8,000) | 7,000 |
CASH AND EQUIVALENTS, Beginning of period | 19,000 | 10,000 |
CASH AND EQUIVALENTS, End of period | 11,000 | 17,000 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental Disclosure of Non-Cash Activities | ||
Common stock issued for future services, value | 100,000,000 | 100,000,000 |
Discount on loans from beneficial conversion feature | 139,000 | 241,000 |
Common stock cleared for use for future services | 75,000 | 0 |
Convertible loans converted to equity | $ 139,000 | $ 241,000 |
1. SUMMARY OF SIGNIFICANT ACCOU
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Description of Business ® 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 – Basis of Presentation – 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 the financial statements of the Company for the year ended December 31, 2016 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Recent Accounting Standards – 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 is not expected to have a material impact on the Company’s financial statements. |
2. PREPAID EXPENSES
2. PREPAID EXPENSES | 9 Months Ended |
Sep. 30, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
PREPAID EXPENSES | The Company has entered into agreements with certain of its consultants and vendors whereby the Company issued unregistered shares of common stock in exchange for services to be provided to the Company. The Company has engaged a third-party provider to pay certain expenses of the Company on behalf of the Company. As compensation for the payment of these expenses on behalf of the Company, the Company pays the provider in shares of common stock equivalent to the expense paid plus a fee equal to 15% of the expense paid. During 2017, the third-party provider cleared 50,000,000 shares of the Company’s common stock for future services valued at $75,000. As of September 30, 2017 and December 31, 2016, included in prepaid expenses for this third-party provider is $38,000 and $13,000, respectively, for shares of stock issued to the provider in excess of amounts paid on the Company’s behalf. Other prepaid expenses (non-stock related) were $0 and $1,000 at September 30, 2017 and December 31, 2016, respectively. |
3. INVESTMENT IN ALMADEN ENERGY
3. INVESTMENT IN ALMADEN ENERGY GROUP | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN ALMADEN ENERGY GROUP | The investment in Almaden Energy Group, LLC (“AEG”) represents an 18.75% interest in that company’s outstanding membership interest units which became effective April 15, 2015. The Company originally accounted for this investment by the cost method because the membership interest units of AEG are 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. Dividends are recognized in income when declared and totaled $0 for 2017 and 2016. The carrying value of the investment is $6,000 and $14,000 as of September 30, 2017 and December 31, 2016, respectively. We recorded other expense of approximately $8,000 in the Company’s Statements of Operation during the nine months ended September 30, 2017, related to a loss on investment in AEG. See Note 8 for additional related party transactions with AEG. |
4. STOCK OPTIONS AND ISSUED STO
4. STOCK OPTIONS AND ISSUED STOCK | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND ISSUED STOCK | 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. 2017 Dividends 0% Volatility factor 140.17%-140.25% Expected life 8.53 years Annual forfeiture rate 0% The following is a summary of the Company’s stock option activity for the nine months ended at September 30, 2017: Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2016 380,730,000 $ 0.0028 Granted 68,750,000 0.0016 Exercised – – Cancelled and forfeited – – Outstanding at September 30, 2017 449,480,000 $ 0.0026 8.53 $ – Exercisable at September 30, 2017 418,855,000 $ 0.0027 8.48 $ – Stock options totaling 68,750,000 were granted during the nine months ended September 30, 2017. The Plan recorded $317,000 of compensation expense for employees and director stock options in 2017. At September 30, 2017, there was $49,000 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 nine months. There were no options exercised during the nine months ended September 30, 2017. |
5. CONVERTIBLE NOTE PAYABLE TO
5. CONVERTIBLE NOTE PAYABLE TO RELATED PARTY | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE TO RELATED PARTY | 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 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 the nine months ended September 30, 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. There are $0 loans outstanding at September 30, 2017. As of September 30, 2017, the Company had remaining availability under the note of $27,500. Loan Agreement with Kevin Schewe Effective February 23, 2017, the Company entered into a Loan Agreement with CEO Kevin Schewe whereby Dr. Schewe 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 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. The Loan Agreement 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 nine months ended September 30, 2017, Dr. Schewe made loans of $80,000 to the Company. The Company recorded a discount on the loans of $80,000 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 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. There are $0 loans outstanding at September 30, 2017. As of September 30, 2017, the Company had remaining availability under the note of $20,000. Loan Agreement with Carl Kukkonen Effective July 25, 2017, the Company entered into a Loan Agreement with CTO Carl Kukkonen whereby Dr. Kukkonen agreed to loan up to $25,000 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 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 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 nine months ended September 30, 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 September 30, 2017. As of September 30, 2017, the Company had remaining availability under the note of $13,500. |
6. STOCKHOLDERS' EQUITY
6. STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | Preferred Stock At September 30, 2017 and December 31, 2016, 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 September 30, 2017 and December 31, 2016, there is one share of Series A Preferred Stock outstanding. Common Stock As of January 1, 2017, the number of authorized shares of the Company’s common stock was 3,900,000,000. The par value of the common stock is $0.0001. During 2017, the Company issued 50,000,000 unregistered restricted shares of common stock respectively to a funding source so that the funding source can pay for future expenses on behalf of the Company. The shares are issued to the funding source to cover the amount of future expenses plus a fee of 15% of such future expenses. At the time of the future payment of the expenses incurred by the Company, the common stock and additional paid in capital are credited for the amount of the future payment plus 15%. During the period ending September 30, 2017, there is no accounting impact from this transaction because the shares remain in the Company's possession. On January 9, 2017, the Company entered into Subscription Agreement with a non-related party to purchase 5,586,592 shares of common stock at a purchase price of $0.000895 per share for $5,000. The purchase price per share was equal to 50% of the average closing price of the Company's common stock for the 20 trading days immediately preceding the date of the investment. The Company issued such common stock on the date of such Subscription Agreement. During 2017, the Company issued 1,080,000 shares of common stock to a consultant of the Company. The shares were issued at fair market value of approximately $1,920 on the date of the issuance. During 2017, the Company issued 242,278,404 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 2017, the Company issued 140,958,681 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. During 2017, the Company issued 41,218,638 shares of common stock to CTO Carl Kukkonen as he converted loans into shares of common stock as allowed under an agreement he has with the Company as discussed in Note 5. As of September 30, 2017, there were 3,300,594,447 shares of common stock outstanding. |
7. NET LOSS PER SHARE
7. NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
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 September 30, 2017 and 2016 that are not included in the loss per share calculation since their effect would be anti-dilutive for the periods indicated: 2017 2016 Stock Options 418,855,000 239,480,000 The following table sets forth the computation of basic and diluted net loss per share for 2017 and 2016, respectively: Three Months Ended Nine Months Ended 2017 2016 2017 2016 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (294,000 ) $ (285,000 ) $ (796,000 ) $ (1,019,000 ) Denominator: Weighted average shares of common stock outstanding 3,237,284,099 2,509,093,098 3,051,228,069 2,310,258,331 Net loss per share of common stock, basic and diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
8. RELATED PARTY TRANSACTIONS
8. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Included in the Company’s balance sheets at September 30, 2017 and December 31, 2016 are Related Party Payables of $749,000 and $640,000, respectively. The Company has a payable of $689,000 and $640,000, at September 30, 2017 and December 31, 2016 owed to Dr. Carl Kukkonen, CTO. 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 September 30, 2017: 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 Company also owes Director Haris Basit $60,000 at September 30, 2017, representing salary earned but not paid. Mr. Basit has also been granted 56,250,000 options at September 30, 2017 The Company has a loan agreement with CEO Dr. Kevin Schewe, Director Haris Basit and CTO Carl Kukkonen which is described in Note 5. 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. The CEO of AEG is also the former CEO and current member of the Board of Directors of the Company. For the nine months ended September 30, 2017 and 2016, the Company recorded $0 and $12,000, respectively, in revenues from AEG. At September 30, 2017, the Company has an 18.75% equity ownership in AEG and one designated board seat provided that the Company maintains an equity ownership position greater than 5%. At September 30, 2017, the Company recorded $6,000 as an Investment in AEG on its Balance Sheet under equity method of accounting (see Note 3). On June 1, 2017, the Company acquired a 2.91% interest in Clean Energy Solutions, LLC’s (“CES”) outstanding membership interest units. The Company has 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 the Company is not able to exercise significant influence over CES. CES is a customer of the Company who is in discussion for future GKG contracts. At September 30, 2017, the Company’s interest in CES is recorded at $0. |
9. COMMITMENTS AND CONTINGENCIE
9. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Leases The Company currently has no long term office lease. The Company leases land in San Diego County, California where it grows Giant King Grass. Rent and utility expense charged to operations for the three months ended September 30, 2017 and 2016, was $4,000 and $7,000, respectively. Rent and utility expense charged to operations for the nine months ended September 30, 2017 and 2016 was $9,000 and $13,000, respectively. On August 31, 2017, the Company notified the landlord of the land being leased in San Diego to cancel the 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, 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 three months ended September 30, 2017 and 2016, the Company received $0 and $25,000, respectively, in payments under these collaborative agreements. During the nine months ended September 30, 2017 and 2016, the Company received $0 and $80,000, respectively, in payments under these collaborative agreements. The Company recognized revenue from these collaborative agreements of $0 and $36,000 for the three months ended September 30, 2017 and 2016, respectively. The Company recognized revenue from these collaborative agreements of $101,000 and $92,000 for the nine months ended September 30, 2017 and 2016, 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 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 technologycompany. Mr. Basit became Vice-Chairman of the Company’s Board of Directors and thus continue 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, becomes 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 serves as Chief Financial Officer, Treasurer and Secretary. Dr. Kukkonen will receive a salary of $84,000 per annum and Mr. Muzi would receive $64,000 per annum. Each of them would also be entitled to customary insurance and health benefits, and reimbursement for out-of-pocket expenses in the course of his employment. Dr. Kukkonen is to receive 20 business days paid leave per year and Mr. Muzi is to receive 10 business days paid leave. Additionally, Dr. Kukkonen will be awarded a bonus of 10% of the gross revenue generated by the Company up to a maximum of $100,000. Mr. Muzi has since resigned as CFO, Treasurer and Secretary effective as of September 30, 2017. Dr. Schewe is acting CFO. Litigation The Company is not party to any material legal proceedings at the present time. |
10. SUBSEQUENT EVENTS
10. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On October 20, 2017, the Company issued 1,920,000 shares of common stock to a consultant of the Company. The shares were issued at fair market value of approximately $1,920 on the date of the issuance. |
1. SUMMARY OF SIGNIFICANT ACC16
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business ® 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 | Going Concern – |
Basis of Presentation | Basis of Presentation – 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 the financial statements of the Company for the year ended December 31, 2016 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. |
Recent Accounting Standards | Recent Accounting Standards – 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 is not expected to have a material impact on the Company’s financial statements. |
4. STOCK OPTIONS, WARRANTS AND
4. STOCK OPTIONS, WARRANTS AND ISSUED STOCKS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions | 2017 Dividends 0% Volatility factor 140.17%-140.25% Expected life 8.53 years Annual forfeiture rate 0% |
Option activity | Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2016 380,730,000 $ 0.0028 Granted 68,750,000 0.0016 Exercised – – Cancelled and forfeited – – Outstanding at September 30, 2017 449,480,000 $ 0.0026 8.53 $ – Exercisable at September 30, 2017 418,855,000 $ 0.0027 8.48 $ – |
7. NET LOSS PER SHARE (Tables)
7. NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Common stock equivalents - potentially antidilutive | 2017 2016 Stock Options 418,855,000 239,480,000 |
Computation of basic and diluted net loss per share | Three Months Ended Nine Months Ended 2017 2016 2017 2016 Basic and diluted net loss per share: Numerator: Net loss attributable to common stock $ (294,000 ) $ (285,000 ) $ (796,000 ) $ (1,019,000 ) Denominator: Weighted average shares of common stock outstanding 3,237,284,099 2,509,093,098 3,051,228,069 2,310,258,331 Net loss per share of common stock, basic and diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00 |
1. SUMMARY OF SIGNIFICANT ACC19
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (54,243,000) | $ (53,448,000) |
2. PREPAID EXPENSES (Details Na
2. PREPAID EXPENSES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Prepaid expenses | $ 38,000 | $ 14,000 |
Stock Related Expenses [Member] | ||
Prepaid expenses | 38,000 | 13,000 |
Non-Stock Related Expenses [Member] | ||
Prepaid expenses | $ 0 | $ 1,000 |
Third-Party provider [Member] | ||
Stock issued for future services, shares | 50,000,000 | |
Stock issued for future services, value | $ 75,000 |
3. INVESTMENT IN ALMADEN ENER21
3. INVESTMENT IN ALMADEN ENERGY GROUP (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Investment | $ 6,000 | $ 14,000 | |
Loss in investment | $ (8,000) | $ (21,000) | |
Almaden Energy Group [Member] | |||
Equity investment percentage | 18.75% | ||
Dividends from equity investment | $ 0 | 0 | |
Investment | 6,000 | $ 14,000 | |
Loss in investment | $ (8,000) |
4. STOCK OPTIONS, WARRANTS AN22
4. STOCK OPTIONS, WARRANTS AND ISSUED STOCK (Details-Option activity) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance | shares | 380,730,000 |
Granted | shares | 68,750,000 |
Exercised | shares | 0 |
Cancelled and forfeited | shares | 0 |
Outstanding, ending balance | shares | 449,480,000 |
Exercisable, ending balance | shares | 418,855,000 |
Weighted Average Exercise Price Per Share | |
Outstanding, beginning balance | $ / shares | $ .0028 |
Weighted average exercise price, granted | $ / shares | .0016 |
Weighted average exercise price, exercised | $ / shares | |
Weighted average exercise price, cancelled and forfeited | $ / shares | |
Outstanding, ending balance | $ / shares | .0026 |
Exercisable, ending balance | $ / shares | $ .0027 |
Weighted Average Remaining Contractual Terms in Years | |
Weighted Average Remaining Contractual Term, outstanding | 8 years 6 months 11 days |
Weighted Average Remaining Contractual Term, exercisable | 8 years 5 months 23 days |
Aggregate Intrinsic Value | |
Outstanding, ending balance | $ | $ 0 |
Exercisable, ending balance | $ | $ 0 |
4. STOCK OPTIONS, WARRANTS AN23
4. STOCK OPTIONS, WARRANTS AND ISSUED STOCK (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock compensation expense | $ 317,000 | $ 288,000 |
Unrecognized compensation costs related to non-vested shares | $ 49,000 | |
Weighted average period of unrecognized compensation costs | 9 months |
5. CONVERTIBLE NOTES PAYABLE TO
5. CONVERTIBLE NOTES PAYABLE TO RELATED PARTY (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Haris Basit [Member] | |
Proceeds from related party | $ 47,500 |
Discount on note due to beneficial conversion feature | 47,500 |
Loans converted into shares, loan amount converted | $ 47,500 |
Loans converted into shares, shares issued | shares | 140,958,681 |
Convertible notes payable | $ 0 |
Remaining availability under the note | 27,500 |
Dr. Kevin Schewe [Member] | |
Proceeds from related party | 80,000 |
Discount on note due to beneficial conversion feature | 80,000 |
Loans converted into shares, loan amount converted | $ 80,000 |
Loans converted into shares, shares issued | shares | 242,278,404 |
Convertible notes payable | $ 0 |
Remaining availability under the note | 20,000 |
Kukkonen [Member] | |
Proceeds from related party | 11,500 |
Discount on note due to beneficial conversion feature | 11,500 |
Loans converted into shares, loan amount converted | $ 11,500 |
Loans converted into shares, shares issued | shares | 41,218,638 |
Convertible notes payable | $ 0 |
Remaining availability under the note | $ 13,500 |
6. STOCKHOLDERS' EQUITY (Detail
6. STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Preferred stock shares outstanding | 1 | 1 |
Series A Preferred Stock [Member] | ||
Preferred stock shares outstanding | 1 | 1 |
Schewe [Member] | ||
Loans converted into shares, shares issued | 242,278,404 | |
Haris Basit [Member] | ||
Loans converted into shares, shares issued | 140,958,681 | |
Kukkonen [Member] | ||
Loans converted into shares, shares issued | 41,218,638 | |
Funding Source [Member] | ||
Stock issued for future expenses, shares issued | 50,000,000 | |
Non-Related Party [Member] | January 9, 2017 [Member] | ||
Stock issued for cash, shares issued | 5,586,592 | |
Stock issued for cash, value | $ 5,000 | |
Consultant [Member] | ||
Stock issued for services, shares | 1,080,000 | |
Stock issued for services, value | $ 1,920 |
7. NET LOSS PER SHARE (Details-
7. NET LOSS PER SHARE (Details-Equivalents) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||
Common stock equivalents excluded from EPS | 418,855,000 | 236,480,000 |
7. NET LOSS PER SHARE (Detail27
7. NET LOSS PER SHARE (Details-EPS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic and diluted net income (loss) per share: | ||||
Numerator : Net loss attributable to common stock | $ (294,000) | $ (285,000) | $ (796,000) | $ (1,019,000) |
Denominator | ||||
Weighted average shares of common stock outstanding | 3,237,284,099 | 2,509,093,098 | 3,051,228,069 | 2,310,258,331 |
Net loss per share of common stock, basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
8. RELATED PARTY TRANSACTIONS (
8. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Related party payables | $ 749,000 | $ 640,000 | |
Options granted | 68,750,000 | ||
Investment in Almaden Energy Group | $ 6,000 | 14,000 | |
Almaden Energy Group [Member] | |||
Investment in Almaden Energy Group | $ 6,000 | 14,000 | |
Equity method investment percentage | 18.75% | ||
Clean Energy Solutions [Member] | |||
Investment in Almaden Energy Group | $ 0 | ||
Equity method investment percentage | 2.91% | ||
Carl Kukkonen [Member] | |||
Related party payables | $ 689,000 | $ 640,000 | |
Related party cash payable | 185,000 | ||
Related party common stock payable, value | 504,000 | ||
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 | ||
Options granted | 56,250,000 | ||
Almaden Energy Group [Member] | |||
Revenue from related party | $ 0 | $ 12,000 |
9. COMMITMENTS AND CONTINGENC29
9. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent Expense | $ 4,000 | $ 7,000 | $ 9,000 | $ 13,000 |
Revenue received from collaborative agreements | 0 | 22,000 | 0 | 80,000 |
Revenue recognized from collaborative agreements | $ 0 | $ 36,000 | $ 101,000 | $ 92,000 |