Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Ecolocap Solutions Inc. |
Document Type | 10-K |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | shares | 9,804,563,278 |
Entity Public Float | $ | $ 354,989 |
Amendment Flag | true |
Amendment Description | The purpose of this Amendment to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016 is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. The audit opinion has also been updated. No other changes have been made to this Form 10-K and this Amendment has not been updated to reflect events occurring subsequent to the filing of this Form 10-K. |
Entity Central Index Key | 1,290,506 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Smaller Reporting Company |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 698 | $ 0 |
TOTAL ASSETS | 698 | 0 |
CURRENT LIABILITIES: | ||
Customer deposits | 175,000 | 175,000 |
Convertible notes payable | 1,040,838 | 1,026,185 |
Notes payable – related parties | 2,335,959 | 1,736,666 |
Derivative liabilities | 10,174,203 | 1,375,577 |
Accrued expenses and sundry current liabilities – related parties | 1,178,411 | 884,553 |
Accrued expenses and sundry current liabilities | 1,113,887 | 836,926 |
TOTAL CURRENT LIABILITIES | 16,018,298 | 6,034,907 |
TOTAL LIABILITIES | 16,018,298 | 6,034,907 |
STOCKHOLDERS' DEFICIT | ||
Common stock 25,000,000,000 shares authorized, par value $0.00001, 3,249,327,026 shares, respectively issued and outstanding | 32,493 | 32,493 |
Additional paid in capital | 55,983,856 | 55,912,655 |
Accumulated deficit | (74,638,068) | (65,007,045) |
TOTAL STOCKHOLDERS' DEFICIT Ecolocap Solutions, Inc. | (18,621,719) | (9,061,897) |
Non-controlling interest | 2,604,119 | 3,026,990 |
TOTAL STOCKHOLDERS' DEFICIT | (16,017,600) | (6,034,907) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 698 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Oct. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 250,000 | 750,000 | 750,000 | 750,000 | |
Preferred stock, shares outstanding | 750,000 | 750,000 | |||
Common stock, shares authorized | 25,000,000,000 | 25,000,000,000 | 25,000,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, shares issued | 3,249,327,026 | 3,249,327,026 | |||
Common stock, shares outstanding | 3,249,327,026 | 3,249,327,026 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
COSTS AND EXPENSES: | ||
Selling, general and administrative | $ 1,016,127 | $ 898,603 |
TOTAL OPERATING EXPENSES | 1,016,127 | 898,603 |
Loss from operations | (1,016,127) | (898,603) |
OTHER INCOME (EXPENSES) | ||
Loss on settlement of notes payable related parties | (19,145,500) | |
Gain (loss) on derivatives liabilities at market | (8,642,755) | 105,671 |
Interest expense-related parties | (125,059) | (111,498) |
Interest expense | (269,953) | (214,904) |
TOTAL OTHER INCOME (EXPENSES) | (9,037,767) | (19,366,231) |
Net loss before non-controlling interest | (10,053,894) | (20,264,834) |
Non-controlling interest | (422,871) | (388,632) |
Net loss attributable to Ecolocap Solutions Inc. | $ (9,631,023) | $ (19,876,202) |
Loss Per Common Share- basic and diluted (in Dollars per share) | $ 0 | $ (0.01) |
Average weighted Number of Shares Outstanding-basic and diluted (in Shares) | 3,249,327,026 | 1,596,716,162 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
$ 39 | $ 36,404,899 | $ (45,130,843) | $ 3,415,622 | $ (5,310,283) | ||
(in Shares) | 750,000 | 3,934,026 | ||||
Shares issued for settlement of debts | $ 32,454 | 19,439,519 | 19,471,973 | |||
Shares issued for settlement of debts (in Shares) | 3,245,393,000 | |||||
Reclassification of derivative to APIC | 1,957 | 1,957 | ||||
Imputed interest on non-interest bearing stockholders loans | 66,280 | 66,280 | ||||
Net Loss | (19,876,202) | (388,632) | (20,264,834) | |||
$ 32,493 | 55,912,655 | 65,007,045 | 3,026,990 | $ (6,034,907) | ||
(in Shares) | 750,000 | 3,249,327,026 | 3,249,327,026 | |||
Imputed interest on non-interest bearing stockholders loans | 71,201 | $ 71,201 | ||||
Net Loss | (9,631,023) | (422,871) | (10,053,894) | |||
$ 32,493 | $ 55,983,856 | $ (74,638,068) | $ 2,604,119 | $ (16,017,600) | ||
(in Shares) | 750,000 | 3,249,327,026 | 3,249,327,026 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss | $ (10,053,894) | $ (20,264,834) |
Imputed interest of shareholders loans | 71,201 | 66,280 |
Loss on settlement-note payable related party stockholders expense | (19,145,500) | |
Stock base compensation | 155,871 | |
(Gain) loss on derivatives liabilities at market | 8,642,755 | (105,671) |
Interest expense on derivatives | 36,452 | |
Unpaid penalty interest added to debt principal | 14,653 | 18,500 |
Accrued expenses and sundry current liabilities | 1,163,112 | 823,367 |
Net cash (used in) operating activities | (6,302) | (280,406) |
Proceeds of loans from stockholders | 7,000 | 280,406 |
Net cash provided by financing activities | 7,000 | 280,406 |
Increase in cash | 698 | 0 |
Cash- beginning of year | 0 | 0 |
Cash - end of year | 698 | 0 |
Conversion of current liabilities, convertible notes payable, notes payable stockholders to common stock | 324,500 | |
Non cash additions of convertible notes payable | 18,500 | |
Non cash additions of loans from shareholders | 450,000 | 360,000 |
Reclassification of derivative to APIC | $ 1,957 | |
Expenses paid by a related party on behalf of the Company | $ 142,293 |
NOTE 1 - NATURE OF BUSINESS
NOTE 1 - NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Nature of Operations [Text Block] | NOTE 1 – NATURE OF BUSINESS Ecolocap Solutions, Inc. ("we", "our", and "the Company") is an integrated and complementary network of environmentally focused technology that utilize advanced nanotechnology to design, develop and sell cleaner alternative energy products. Our business approach combines science, innovation, and market-ready solutions to achieve environmentally sustainable and economically advantageous, power and energy management practices in the following areas: M-Fuel The Company, through its subsidiary Micro Bubble Technologies Inc. (MBT), developed M-Fuel, an innovative suspension fuel that is designed to offer fully scalable and customizable fuel solutions that will increase efficiency, lower operating costs, and reduce emissions. M-Fuel is a suspension mixture of 60% heavy oil, 40% H plus O2 molecules, and a 0.3% stabilizing additive. The production of M-Fuel takes place in our Nano Processing Units (NPU), a self-contained device that is sized for output. The NPU's can be configured to operate in conjunction with an engine or burner to sully M-Fuel on demand, or pre-manufactured for delivery. ECOS/BIO-ART ECOS/Bio-ART is a patented air injected high-speed aerobic biological fermentation technology, utilizing uniquely cultured Bacillus, and incorporated into a specifically designed in-vessel unit. The remediation process takes seven days and reduces moisture content to an average between 12%-25% on an output equal to 1/3 the input. The output can be used as organic fertilizer, animal feed, animal bedding or biomass. The computer controlled process monitors the temperature on 3 different levels. The technology reduces the costs associated with food waste disposal and in the process reduces the environmental impact or methane greenhouse gas production. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries Micro Bubble Technologies Inc. and Ecos Bio-Art, LLC. All significant inter-company accounts and transactions have been eliminated. CASH The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company's accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures", which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash, accrued expenses and sundry current liabilities, notes payable and convertible notes payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 820 describes three levels of inputs that may be used to measure fair value: - level l - quoted prices in active markets for Identical assets or liabilities - level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable - level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) INCOME TAXES We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. USE OF ESTIMATES In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the income statement. Actual results could differ from those estimates. CONVERTIBLE INSTRUMENTS We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC 815 "Derivatives and Hedging Activities". Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. We account for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. LOSS PER COMMON SHARE The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended December 31, 2016 and 2015, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. STOCK BASED COMPENSATION We recognize compensation expense for stock-based compensation for employees in accordance with ASC Topic 718 and ASC 505 for non-employees. For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for unrestricted shares; the expense is recognized over the service period over which the awards are expected to vest. For non-employee stock-based awards, we calculate the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient's performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operation, financial position or cash flows. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 – GOING CONCERN The Company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $10,053,894 for the year ended December 31, 2016.The Company has negative working capital of $16,017,600 and a stockholders' deficit of $16,017,600 at December 31, 2016. These factors among others raise substantial doubt about the Company's ability to continue as a going concern. Management's plans for the Company's continued existence include selling additional stock and borrowing additional funds to pay overhead expenses. With the opportunities egun Recognizing the opportunity this new market represents, the Company has developed an integrated development approach that focuses upon both existing and needed infrastructure facilities to produce substantial new value. The Company's future success is dependent upon its ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that the Company will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. The Company's inability to obtain additional cash could have a material adverse effect on its financial position, results of operations and its ability to continue in existence. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 4 - RESTATEMENT OF FINANCI
NOTE 4 - RESTATEMENT OF FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Restatement of Prior Year Income [Abstract] | |
Restatement to Prior Year Income [Table Text Block] | NOTE 4 – RESTATEMENT OF FINANCIAL STATEMENTS On September 21, 2017, the Board of Directors concluded, based on the recommendation of management, that the Company's financial statements as of and for the year ended December 31, 2016, as filed with the Securities and Exchange Commission, should be restated to correct an error related to warrants that were not accounted for including, accounting for such warrants as derivative instruments under the guidance found in ASC 815 Derivatives and Hedging. The effect of the correction will be to increase the amount of the net loss reported in the December 31, 2016 annual period affected. The effect of the correction in the affected period is to increase the accumulated deficit and to increase the derivative liabilities as of December 31, 2016 by $779,351 (Note 8 Derivative Liabilities). The effect of the correction in the affected period is to increase the net operating loss carry forwards and the income taxes valuation allowance as of December 31, 2016 by $264,979 (Note 10 Income Taxes). In December 2013, the Company issued 750,000 preferred shares to related parties' stockholders that was not disclosed in the 10-K filing. The Company believes that the Series A Preferred Shares had zero value on December 31, 2013. The preferred shares issuance is disclosed in the restated financial statements (Note 9 Capital Stock and Note 12 Related Party Transactions). The following table sets forth all the accounts in the original amounts and restated amounts, respectively. The error did not impact cash flows used in operating, investing and financing activities. CONSOLIDATED BALANCE SHEETS December 31, 2016 2016 (As Previously Reported) Adjustment 2016 (As Restated) LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Derivative liabilities 9,394,852 779,351 10,174,203 TOTAL CURRENT LIABILITIES 15,238,947 779,351 16,018,298 TOTAL LIABILITIES 15,238,947 779,351 16,018,298 STOCKHOLDERS' DEFICIT Preferred stock 100,000,000 shares authorized, par value $0.00001, 750,000 shares, respectively issued and outstanding - - - Accumulated deficit (73,858,717 ) (779,351 ) (74,638,068 ) TOTAL STOCKHOLDERS' DEFICIT Ecolocap Solutions, Inc. (17,842,368 ) (779,351 ) (18,621,719 ) TOTAL STOCKHOLDERS' DEFICIT (15,238,249 ) (779,351 ) (16,017,600 ) 2016 (As Previously Reported) Adjustment 2016 (As Restated) COSTS AND EXPENSES: Selling, general and administrative $ 860,256 $ 155,871 $ 1,016,127 TOTAL OPERATING EXPENSES 860,256 155,871 1,016,127 OTHER INCOME (EXPENSES) Gain (loss) on derivatives liabilities at market (8,019,275 ) (623,480 ) (8,642,755 ) TOTAL OTHER (EXPENSES) (8,414,287 ) (623,480 ) (9,037,767 ) Net (Loss) before non-controlling interest $ (9,274,543 ) $ (779,351 ) $ (10,053,894 ) Net (Loss) attributable to Ecolocap Solutions Inc $ (8,851,672 ) $ (779,351 ) $ (9,631,023 ) |
NOTE 5 - ACCRUED EXPENSES AND S
NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 5 ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES Accrued expenses and sundry current liabilities consisted of the following at December 31: 2016 2015 Accrued interest $ 545,378 $ 290,114 Accrued interest-related parties 185,401 131,543 Accrued compensation-related parties 652,844 502,844 Accounts payable 240,000 240,000 Accrued operating expenses-related parties 340,166 250,166 Accrued operating expenses 328,509 306,812 $ 2,292,298 $ 1,721,479 |
NOTE 6 - CONVERTIBLE NOTES PAYA
NOTE 6 - CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Note Payable [Abstract] | |
Convertible Note Payable | NOTE 6 NOTES PAYABLE During the years ended December 31, 2016 and 2015, the Company is in default of its convertible notes due to non-repayment which triggered an increase of the outstanding balances. Loans are convertible at amounts of 40% to 60% of the market price of the common shares of the Company at the time of conversion and bear interest rates ranging between 8% and 22% per annum. The increases during the years ended December 31, 2016 and 2015 of $14,653 and $18,500 in non-cash borrowings are related to the default penalty on Tonaquint loans, respectively. The convertible feature of these loans, due to their potential settlement in an indeterminable number of shares of the Company's common stock has been identified as a derivative. The derivative component is fair valued at the date of issuance of the obligation and this amount is marked to market at each reporting period. All of the convertible notes are in default as of December 31, 2016. There were no conversions of convertible debts in 2016. During the year ended December 31, 2015 note payable of $1,973 plus accrued interests of $0 were converted into 393,000 shares. A summary of the amounts outstanding as of December 31, 2016 and 2015 is as follows: Balance December 31, 2016 Balance December 31, 2015 Tonaquint $ 585,846 $ 571,193 Redwood Management, LLC 372,992 372,992 Proteus Capital Corp. 32,500 32,500 LG Capital 19,500 19,500 GSM Capital Group LLC 30,000 30,000 $ 1,040,838 $ 1,026,185 |
NOTE 7 - NOTES PAYABLE - RELATE
NOTE 7 - NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2016 | |
Payable Stockholder [Abstract] | |
Payable Stockholder | NOTE 7 – NOTES PAYABLE – RELATED PARTIES During the year ended December 31, 2016 notes payable to related parties increased by $457,000, of which $450,000 resulted from conversion of accrued salaries, net of payments made during the year to notes payable and $7,000 from cash proceeds. The amount owed to stockholders at December 31, 2016 is $1,853,679. These loans are non interest bearing but interest is being imputed at 5.00% per annum and are payable on demand. Amounts of $71,201 and 66,280 has been imputed in 2016 and 2015 respectively. During the years ended December 31, 2016 and 2015, total loan conversions of $0 and $274,500 were made into 0 and 2,745,000,000 shares respectively. The amount owed to Hanscom K. Inc. at December 31, 2016 is $453,780. During 2016, the Company received loans of $142,293 from Hanscom K. Inc. These loans are non-interest bearing and are payable on demand. Hanscom K Inc. is acting as a consultant for the Company. During 2016, the Company did not receive any loans from RCO Group Inc. The amount owed to RCO Group Inc. at December 31, 2016 is $28,500. These loans are non-interest bearing and are payable on demand. These loans bear interest at 8.00% per annum and are payable on demand. RCO Group Inc. is acting as a financial consultant for the Company. A summary of the amounts outstanding as of December 31, 2016 and 2015 is as follows: Balance December 31, 2016 Balance December 31, 2015 Stockholders $ 1,853,679 $ 1,396,679 Hanscom K. Inc. 453,780 311,487 RCO Group Inc. 28,500 28,500 $ 2,335,959 $ 1,736,666 |
NOTE 8 - DERIVATIVE LIABILITIES
NOTE 8 - DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | NOTE 8 – DERIVATIVE LIABILITIES During the years ended December 31, 2016 and 2015, the Company recorded various derivative liabilities associated with the convertible debts discussed in Notes 6 and warrants discussed in Note 4. The Company has determined that the features associated with the embedded conversion option on the notes should be accounted for at fair value, as a derivative liability, as the Company cannot determine if a sufficient number of shares would be available to settle all potential future conversion transactions. This also tainted the Company's existing warrants thus requiring derivative accounting treatment for these instruments. The Company computes the value of the derivative liability at the issuance of the related obligation and at each reporting period using the Black Scholes Method which includes the following assumptions: a risk free rate of 0.14%, volatility rates ranging between 401.00% and 1,319.00% and a forfeiture rate of 0.00%. The derivative liability at December 31, 2016 and 2015 is as follows: 2016 2015 Tonaquint $ 4,799,461 $ 815,979 Proteus Capital Group LLC 356,835 72,221 GSM Capital Group LLC 324,662 66,162 LG Capital 231,059 48,221 Redwood Management, LLC 3,682,835 372,994 Total $ 9,394,852 $ 1,375,577 For the warrants discussed above, the Company computes the value of the derivative liability at the issuance of the related obligation and at each reporting period using the Black Scholes Method which includes the following assumptions: a risk free rate of 0.14%, volatility rates of 495.00% and a forfeiture rate of 0.00%. The derivative liability at December 31, 2016 and 2015 is as follows: 2016 2015 Lakeshore Recycling Systems LLC $ 779,351 $ - Total $ 779,351 $ - The following table summarizes the derivative liabilities at the end of the years ended December 31, 2016 and 2015; 2016 2015 Tonaquint $ 4,799,461 $ 815,979 Proteus Capital Group LLC 356,835 72,221 GSM Capital Group LLC 324,662 66,162 LG Capital 231,059 48,221 Redwood Management, LLC 3,682,835 372,994 Lakeshore Recycling Systems LLC 779,351 - Total $ 10,174,203 $ 1,375,577 Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels: Fair Value of Financial Instruments Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date. Level 2— Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data. Level 3— Inputs reflecting management's best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2016. Level 1 Level 2 Level 3 Total Derivative Financial Instruments $ - $ - $ 10,174,203 $ 10,174,203 Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2015. Level 1 Level 2 Level 3 Total Derivative Financial Instruments $ - $ - $ 1,375,577 $ 1,375,577 The following table summarizes the change in the fair value of the derivative liability during the year ended December 31, 2016. Derivative liabilities Balance December 31, 2015 $ 1,375,577 Derivative liability related to issuance of stock warrants 155,871 Loss on change in fair value of the derivative 8,642,755 Balance December 31, 2016 $ 10,174,203 |
NOTE 9 - CAPITAL STOCK EQUITY
NOTE 9 - CAPITAL STOCK EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – CAPITAL STOCK EQUITY Common and preferred stock The Company is authorized to issue 10,000,000,000 shares of common stock (par value $0.00001) of which 3,249,327,026 were issued and outstanding as of December 31, 2016 and 2015. In October 2017, the Company amended its Articles of Incorporation to increase its authorized capital to 25,000,000,000 shares of common stock (par value $0.00001). The Company is authorized to issue 100,000,000 shares of preferred stock (par value $0.0001) of which 750,000 were issued and outstanding as of December 31, 2016. Each share of Series A Preferred Stock has voting rights at 100,000 votes per share. In December 2013, the Company issued 750,000 preferred shares to certain officers and stockholders of the Company. The fair value of the preferred shares issued was determined to be zero. There were no share issuances during the year ended December 31, 2016. During 2015, the following convertible debt owners converted loans plus accrued interests into common shares of the Company: Loans converted Interests converted Common shares of the Company Tonaquint (Note 6) $ 1,973 $ - 393,000 Accrued compensation 50,000 - 500,000,000 Stockholders (Note 7) 274,500 - 2,745,000,000 Total $ 326,473 $ - 3,245,393,000 Warrants On December 19, 2016, the Company issued three warrants to Lakeshore Recycling Systems, LLC (LRS). The first warrant allows LRS to purchase up to five and one third percent of issued and outstanding shares of common stock of the Company at the time of exercise of the warrant at a price of $0.0003. The second warrant allows LRS to purchase up to five and one third percent of issued and outstanding shares of common stock of the Company at the time of exercise of the warrant at a price of $0.0025. The third warrant allows LRS to purchase up to five and one third percent of issued and outstanding shares of common stock of the Company at the time of exercise of the warrant at a price of $0.005. The exercise time of the warrants is the period between March 15, 2017 and December 15, 2026. Warrants Balance December 31, 2015 - Warrants granted – Lakeshore Recycling Systems, LLC 519,567,390 Balance December 31, 2016 519,567,390 As of December 31, 2016, the warrants have an intrinsic value of $207,827. |
NOTE 10 - INCOME TAXES
NOTE 10 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 10 – INCOME TAXES The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes under enacted tax laws and rates. The tax effects of temporary differences that give rise to deferred tax assets are presented below: December 31, 2016 December 31, 2015 Statutory tax rate 34.0 % 34.0 % Net operating loss carryforwards (34.0 %) (34.0 %) Income tax provision 0 % 0 % Components of the Company's deferred tax liabilities and assets are as follows: December 31, 2016 December 31, 2015 Deferred tax asset $ 14,857,426 $ 11,439,102 Valuation allowance (14,857,426 ) (11,439,102 ) Deferred tax asset net of valuation allowance $ - $ - Changes in valuation allowance $ 0 $ 0 The income tax provision (benefit) consists of the following: December 31, 2016 December 31, 2015 Federal: Current $ - $ - Deferred 3,418,324 380,573 State and local: Current - - Deferred - - 3,418,324 380,573 Change in valuation allowance (3,418,324 ) (380,573 ) Income tax provision (benefit) $ - $ - As of December 31, 2016, the Company had net operating loss carry forwards of approximately $ 14,857,426 2024-2028 $ 3,401,000 2029-2031 $ 5,717,000 2032-2036 $ 5,739,426 The Company's federal and state income tax returns for the tax years 2013 and forward remain subject to examination. |
NOTE 11 - COMMITMENTS AND CONTI
NOTE 11 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 COMMITMENTS AND CONTINGENCIES The Company was party to a lease for its Barrington office, at a minimum annual rent of approximately $24,000 per year. The Barrington lease expired in May 2013 and the Company remains in these premises on a month to month basis. The rent expense charged to operations for the year ended December 31, 2016 and 2015 was $26,012 and $24,012, respectively. |
NOTE 12 - RELATED PARTY TRANSAC
NOTE 12 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 12 RELATED PARTY TRANSACTIONS During the year ended December 31, 2016 notes payable to stockholders increased by $457,000, of which $450,000 resulted from conversion of accrued salaries, net of payments made during the year to notes payable and $7,000 from cash proceeds. The amount owed to stockholders at December 31, 2016 is $1,853,679. These loans are non interest bearing but interest is being imputed at 5.00% per annum and are payable on demand. For the years ended December 31, 2016 and 2015, interest accrued to related parties totaled $125,059 and $111,498. During 2016, the Company received loans of $142,293 from Hanscom K. Inc. These loans are non-interest bearing and are payable on demand. The amount owed to Hanscom K. Inc. at December 31, 2016 is $453,780. Hanscom K Inc. is acting as a consultant for the Company. During the year ended December 31, 2015, the Company settled loans with stockholders and accrued compensation totaling $324,500 through issuance of 3,245,000,000 shares. The Company recognized settlement expense for the loss incurred of $19,145,500. On December 19, 2016, entered into a Limited Liability Company Agreement (the "Agreement") with Lakeshore Recycling Systems LLC located in Morton Grove, Illinois ("Lakeshore"), creating ECOS BIO-ART LLC, a Delaware Limited Liability Company ("LLC"). ECOS BIO-ART LLC will sell biofermentation systems. The biofermentation systems turn organic waste into a byproduct which can be processed into a high quality organic fertilizer. On the same date, entered into a Supply Agreement (the "Supply Agreement") with LLC wherein we agreed to manufacture and supply equipment and products to LLC for resale or lease to Lakeshore and LLC's customers. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 11 Months Ended |
Nov. 15, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 – SUBSEQUENT EVENTS The following convertible debt owners converted loans plus accrued interests into common shares of the Company: Loans Interest Common shares converted converted of the Company Tonaquint (Note 6) $ 96,259 $ 246,740 4,836,738,072 GSM Capital Group LLC (Note 6) 31,785 25,599 1,580,281,452 LG Capital (Note 6) 19,500 7,444 197,116,728 Total $ 147,544 $ 279,783 6,614,136,252 In February 2017, the Company and Hanscom K Inc. jointly and severally entered into a loan agreement for an amount of $485,000 which is subject to annual interest of 16% and matures on November 1, 2017. During May 2017, an aggregate of $108,220 in loans from stockholders were converted into 541,100,000 shares of the common stock. In August 2017, the Company issued 250,000 preferred shares to an officer. The fair value of the preferred shares issued was determined to be zero. In October 2017, the Company increased its authorized capital to 25,000,000,000 shares of common stock (par value $0.00001). |
NOTE 5 - ACCRUED EXPENSES AND20
NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | 2016 2015 Accrued interest $ 545,378 $ 290,114 Accrued interest-related parties 185,401 131,543 Accrued compensation-related parties 652,844 502,844 Accounts payable 240,000 240,000 Accrued operating expenses-related parties 340,166 250,166 Accrued operating expenses 328,509 306,812 $ 2,292,298 $ 1,721,479 |
NOTE 6 - CONVERTIBLE NOTES PA21
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Note Payable [Abstract] | |
Convertible Debt [Table Text Block] | Balance December 31, 2016 Balance December 31, 2015 Tonaquint $ 585,846 $ 571,193 Redwood Management, LLC 372,992 372,992 Proteus Capital Corp. 32,500 32,500 LG Capital 19,500 19,500 GSM Capital Group LLC 30,000 30,000 $ 1,040,838 $ 1,026,185 |
NOTE 7 - NOTES PAYABLE - RELA22
NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payable Stockholder [Abstract] | |
Schedule of Payable Stockholder | Balance December 31, 2016 Balance December 31, 2015 Stockholders $ 1,853,679 $ 1,396,679 Hanscom K. Inc. 453,780 311,487 RCO Group Inc. 28,500 28,500 $ 2,335,959 $ 1,736,666 |
NOTE 8 - DERIVATIVE LIABILITI23
NOTE 8 - DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Derivative Instruments [Table Text Block] | 2016 2015 Tonaquint $ 4,799,461 $ 815,979 Proteus Capital Group LLC 356,835 72,221 GSM Capital Group LLC 324,662 66,162 LG Capital 231,059 48,221 Redwood Management, LLC 3,682,835 372,994 Total $ 9,394,852 $ 1,375,577 | |
Schedule of Warrant Derivative Activity | 2016 2015 Lakeshore Recycling Systems LLC $ 779,351 $ - Total $ 779,351 $ - | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | 2016 2015 Tonaquint $ 4,799,461 $ 815,979 Proteus Capital Group LLC 356,835 72,221 GSM Capital Group LLC 324,662 66,162 LG Capital 231,059 48,221 Redwood Management, LLC 3,682,835 372,994 Lakeshore Recycling Systems LLC 779,351 - Total $ 10,174,203 $ 1,375,577 | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Level 1 Level 2 Level 3 Total Derivative Financial Instruments $ - $ - $ 10,174,203 $ 10,174,203 | Level 1 Level 2 Level 3 Total Derivative Financial Instruments $ - $ - $ 1,375,577 $ 1,375,577 |
Description of Derivative Activity Volume | Derivative liabilities Balance December 31, 2015 $ 1,375,577 Derivative liability related to issuance of stock warrants 155,871 Loss on change in fair value of the derivative 8,642,755 Balance December 31, 2016 $ 10,174,203 |
NOTE 9 - CAPITAL STOCK EQUITY (
NOTE 9 - CAPITAL STOCK EQUITY (Tables) | 11 Months Ended | 12 Months Ended |
Nov. 15, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Debt Conversions [Table Text Block] | Loans Interest Common shares converted converted of the Company Tonaquint (Note 6) $ 96,259 $ 246,740 4,836,738,072 GSM Capital Group LLC (Note 6) 31,785 25,599 1,580,281,452 LG Capital (Note 6) 19,500 7,444 197,116,728 Total $ 147,544 $ 279,783 6,614,136,252 | Loans converted Interests converted Common shares of the Company Tonaquint (Note 6) $ 1,973 $ - 393,000 Accrued compensation 50,000 - 500,000,000 Stockholders (Note 7) 274,500 - 2,745,000,000 Total $ 326,473 $ - 3,245,393,000 |
Schedule of Warrant Activity | Warrants Balance December 31, 2015 - Warrants granted – Lakeshore Recycling Systems, LLC 519,567,390 Balance December 31, 2016 519,567,390 |
NOTE 10 - INCOME TAXES (Tables)
NOTE 10 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, 2016 December 31, 2015 Statutory tax rate 34.0 % 34.0 % Net operating loss carryforwards (34.0 %) (34.0 %) Income tax provision 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2016 December 31, 2015 Deferred tax asset $ 14,857,426 $ 11,439,102 Valuation allowance (14,857,426 ) (11,439,102 ) Deferred tax asset net of valuation allowance $ - $ - Changes in valuation allowance $ 0 $ 0 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, 2016 December 31, 2015 Federal: Current $ - $ - Deferred 3,418,324 380,573 State and local: Current - - Deferred - - 3,418,324 380,573 Change in valuation allowance (3,418,324 ) (380,573 ) Income tax provision (benefit) $ - $ - |
Summary of Tax Credit Carryforwards [Table Text Block] | 2024-2028 $ 3,401,000 2029-2031 $ 5,717,000 2032-2036 $ 5,739,426 |
NOTE 13 - SUBSEQUENT EVENTS (Ta
NOTE 13 - SUBSEQUENT EVENTS (Tables) | 11 Months Ended | 12 Months Ended |
Nov. 15, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
Schedule of Debt Conversions [Table Text Block] | Loans Interest Common shares converted converted of the Company Tonaquint (Note 6) $ 96,259 $ 246,740 4,836,738,072 GSM Capital Group LLC (Note 6) 31,785 25,599 1,580,281,452 LG Capital (Note 6) 19,500 7,444 197,116,728 Total $ 147,544 $ 279,783 6,614,136,252 | Loans converted Interests converted Common shares of the Company Tonaquint (Note 6) $ 1,973 $ - 393,000 Accrued compensation 50,000 - 500,000,000 Stockholders (Note 7) 274,500 - 2,745,000,000 Total $ 326,473 $ - 3,245,393,000 |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (10,053,894) | $ (20,264,834) | |
Working Capital | 16,017,600 | ||
Stockholders' Equity Attributable to Parent | $ (16,017,600) | $ (6,034,907) | $ (5,310,283) |
NOTE 4 - RESTATEMENT OF FINAN28
NOTE 4 - RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2017 | |
Restatement of Prior Year Income [Abstract] | ||||
Effect on Accumulated Deficit | $ 779,351 | |||
Operating Income (Loss) | $ 264,979 | $ (1,016,127) | $ (898,603) | |
Preferred Stock, Shares Issued (in Shares) | 750,000 | 750,000 | 750,000 | 250,000 |
NOTE 5 - ACCRUED EXPENSES AND29
NOTE 5 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES (Details) - Accrued Expenses - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued Expenses [Abstract] | ||
Accrued interest | $ 545,378 | $ 290,114 |
Accrued interest-related parties | 185,401 | 131,543 |
Accrued compensation-related parties | 652,844 | 502,844 |
Accounts payable | 240,000 | 240,000 |
Accrued operating expenses-related parties | 340,166 | 250,166 |
Accrued operating expenses | 328,509 | 306,812 |
$ 2,292,298 | $ 1,721,479 |
NOTE 6 - CONVERTIBLE NOTES PA30
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Note Payable [Abstract] | |||
Debt Instrument, Convertible, Minimum Conversion Ratio | 40.00% | ||
Debt Instrument, Convertible, Maximum Conversion Ratio | 60.00% | ||
Debt Instrument, Interest Rate, Minimum Effective Percentage | $ 0.08 | ||
Debt Instrument, Interest Rate, Maximum Effective Percentage | 0.22 | ||
Debt Instrument, Default Amount | $ 14,653 | $ 18,500 | |
Debt Conversion, Converted Instrument, Amount | $ 108,220 | 1,973 | |
Interest Payable | $ 0 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 541,100,000 | 393,000 |
NOTE 6 - CONVERTIBLE NOTES PA31
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable - USD ($) | Nov. 02, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable [Line Items] | |||
$ 485,000 | |||
Convertible Note Payable - Tonaquint | |||
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable [Line Items] | |||
$ 585,846 | $ 571,193 | ||
Convertible Note Payable - LG Capital | |||
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable [Line Items] | |||
19,500 | 19,500 | ||
Convertible Note Payable - Redwood Management, LLC | |||
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable [Line Items] | |||
372,992 | 372,992 | ||
Convertible Note Payable - Total | |||
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable [Line Items] | |||
1,040,838 | 1,026,185 | ||
Convertible Note Payable - Proteus Capital | |||
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable [Line Items] | |||
32,500 | 32,500 | ||
Convertible Note Payable - LG Capital | |||
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Details) - Summary of Convertible Note Payable [Line Items] | |||
$ 30,000 | $ 30,000 |
NOTE 7 - NOTES PAYABLE - RELA32
NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Nov. 02, 2017 | |
Payable Stockholder [Abstract] | |||
Increase (Decrease) in Due to Officers and Stockholders | $ 457,000 | ||
Accrued Salaries | 450,000 | ||
Other Cash Equivalents, at Carrying Value | 7,000 | ||
Due to Officers or Stockholders | $ 1,853,679 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 16.00% | |
Accrued Interest, Stockholders | $ 71,201 | $ 66,280 | |
Debt Conversion, Converted Instrument, Amount, Shareholder | $ 0 | $ 274,500 | |
Debt Conversion, Converted Instruments, Shares Issued (in Shares) | 0 | 2,745,000,000 | |
Due to Related Parties | $ 453,780 | ||
Proceeds from Related Party Debt | 142,293 | ||
Due to Other Related Parties | $ 28,500 | ||
Debt Instrument, Interest Rate During Period | 8.00% |
NOTE 7 - NOTES PAYABLE - RELA33
NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Details) - Summary of Notes Payable to Related Parties - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholder Note Payable - Total | ||
NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Details) - Summary of Notes Payable to Related Parties [Line Items] | ||
$ 2,335,959 | $ 1,736,666 | |
Stockholder Note Payable - RCO Group Inc. | ||
NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Details) - Summary of Notes Payable to Related Parties [Line Items] | ||
28,500 | 28,500 | |
Stockholder Note Payable | ||
NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Details) - Summary of Notes Payable to Related Parties [Line Items] | ||
1,853,679 | 1,396,679 | |
Stockholder Note Payable - Hanscom K Inc. | ||
NOTE 7 - NOTES PAYABLE - RELATED PARTIES (Details) - Summary of Notes Payable to Related Parties [Line Items] | ||
$ 453,780 | $ 311,487 |
NOTE 8 - DERIVATIVE LIABILITI34
NOTE 8 - DERIVATIVE LIABILITIES (Details) | 24 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Assumptions, Risk Free Interest Rate | 0.14% |
Fair Value Assumptions, Minimum Expected Volatility Rate | 401.00% |
Fair Value Assumptions, Maximum Expected Volatility Rate | 1319.00% |
Fair Value Assumptions, Maximum Risk Free Interest Rate | 0.14% |
Fair Value Assumptions, Expected Volatility Rate | 495.00% |
NOTE 8 - DERIVATIVE LIABILITI35
NOTE 8 - DERIVATIVE LIABILITIES (Details) - Derivative Activity - USD ($) | Nov. 02, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | |||
$ 485,000 | |||
Total | $ 1,040,838 | $ 1,026,185 | |
Proteus Capital Group LLC | |||
Derivative [Line Items] | |||
356,835 | 72,221 | ||
LG Capital | |||
Derivative [Line Items] | |||
231,059 | 48,221 | ||
Redwood Management LLC | |||
Derivative [Line Items] | |||
3,682,835 | 372,994 | ||
GSM Capital Group LLC | |||
Derivative [Line Items] | |||
324,662 | 66,162 | ||
Tonaquint | |||
Derivative [Line Items] | |||
$ 4,799,461 | $ 815,979 |
NOTE 8 - DERIVATIVE LIABILITI36
NOTE 8 - DERIVATIVE LIABILITIES (Details) - Derivative Activity - Warrants - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Activity - Warrants [Abstract] | ||
Lakeshore Recycling Systems LLC | $ 10,174,203 | $ 1,375,577 |
Total | $ 779,351 | $ 1,375,577 |
NOTE 8 - DERIVATIVE LIABILITI37
NOTE 8 - DERIVATIVE LIABILITIES (Details) - Derivative Liability - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
$ 779,351 | $ 1,375,577 | |
Total | 10,174,203 | 1,375,577 |
Tonaquint - Derivative Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
4,799,461 | 815,979 | |
Redwood Management LLC Derivative Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
3,682,835 | 372,994 | |
Proteus Capital Group LLC Derivative Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
356,835 | 72,221 | |
Lakeshore Recycling Systems LLC Derivative Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
779,351 | ||
CSM Capital Group LLC Derivative Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
324,662 | 66,162 | |
LC Capital Derivative Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
$ 231,059 | $ 48,221 |
NOTE 8 - DERIVATIVE LIABILITI38
NOTE 8 - DERIVATIVE LIABILITIES (Details) - Financial Assets and Liabilities Measured at Fair Value at December 31, 2016 - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Financial Assets and Liabilities Measured at Fair Value at December 31, 2016 [Abstract] | ||
Derivative Financial Instruments | $ 10,174,203 | $ 1,375,577 |
NOTE 8 - DERIVATIVE LIABILITI39
NOTE 8 - DERIVATIVE LIABILITIES (Details) - Financial Assets and Liabilities Measured at Fair Value at December 31, 2015 - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Financial Assets and Liabilities Measured at Fair Value at December 31, 2015 [Abstract] | ||
Derivative Financial Instruments | $ 10,174,203 | $ 1,375,577 |
NOTE 8 - DERIVATIVE LIABILITI40
NOTE 8 - DERIVATIVE LIABILITIES (Details) - Derivative Liability Activity - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Liability Activity [Abstract] | ||
Balance December 31 | $ 779,351 | $ 1,375,577 |
Derivative liability related to issuance of stock warrants | 155,871 | |
Loss on change in fair value of the derivative | $ 8,642,755 |
NOTE 9 - CAPITAL STOCK EQUITY41
NOTE 9 - CAPITAL STOCK EQUITY (Details) - $ / shares | 12 Months Ended | |||||||
Dec. 31, 2016 | Oct. 31, 2017 | Aug. 31, 2017 | Dec. 21, 2016 | Dec. 20, 2016 | Dec. 19, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ||||||||
Common Stock, Shares Authorized | 25,000,000,000 | 25,000,000,000 | 25,000,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||
Common Stock, Shares, Issued | 3,249,327,026 | 3,249,327,026 | ||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Shares Outstanding | 750,000 | 750,000 | ||||||
Preferred Stock, Voting Rights | 100,000 | |||||||
Preferred Stock, Shares Issued | 750,000 | 250,000 | 750,000 | 750,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.005 | $ 0.0025 | $ 0.0003 | |||||
Class of Warrant or Right, Expense or Revenue Recognized | $ 207,827 |
NOTE 9 - CAPITAL STOCK EQUITY42
NOTE 9 - CAPITAL STOCK EQUITY (Details) - Convertible Debt Activity - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 15, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Conversion [Line Items] | |||
Total | $ 324,500 | ||
Common Shares of the Company | |||
Debt Conversion [Line Items] | |||
Tonaquint (Note 6) | $ 4,836,738,072 | $ 393,000 | |
Accrued compensation | 500,000,000 | ||
Stockholders (Note 7) | 2,745,000,000 | ||
Total | 6,614,136,252 | 3,245,393,000 | |
Loans converted | |||
Debt Conversion [Line Items] | |||
Tonaquint (Note 6) | 96,259 | 1,973 | |
Accrued compensation | 50,000 | ||
Stockholders (Note 7) | 274,500 | ||
Total | 147,544 | $ 326,473 | |
Interest converted | |||
Debt Conversion [Line Items] | |||
Tonaquint (Note 6) | 246,740 | ||
Total | $ 279,783 |
NOTE 9 - CAPITAL STOCK EQUITY43
NOTE 9 - CAPITAL STOCK EQUITY (Details) - Warrant Activity - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Warrant Activity [Abstract] | ||
Balance December 31 | $ 1,375,577 | $ 779,351 |
Warrants granted – Lakeshore Recycling Systems, LLC | 519,567,390 |
NOTE 10 - INCOME TAXES (Details
NOTE 10 - INCOME TAXES (Details) | Dec. 31, 2016USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 14,857,426 |
NOTE 10 - INCOME TAXES (Detai45
NOTE 10 - INCOME TAXES (Details) - Deferred Tax Assets and Liabilities | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Tax Assets and Liabilities [Abstract] | ||
Statutory tax rate | 34.00% | 34.00% |
Net operating loss carryforwards | (34.00%) | (34.00%) |
Income tax provision | 0.00% | 0.00% |
NOTE 10 - INCOME TAXES (Detai46
NOTE 10 - INCOME TAXES (Details) - Components of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax asset | $ 14,857,426 | $ 11,439,102 |
Valuation allowance | (14,857,426) | (11,439,102) |
Changes in valuation allowance | $ 0 | $ 0 |
NOTE 10 - INCOME TAXES (Detai47
NOTE 10 - INCOME TAXES (Details) - Income Tax Provisions (Benefits) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 10 - INCOME TAXES (Details) - Income Tax Provisions (Benefits) [Line Items] | ||
$ 3,418,324 | $ 380,573 | |
Change in valuation allowance | (3,418,324) | (380,573) |
Income tax provision (benefit) | 0 | 0 |
State - Deferred Income Tax Provision | ||
NOTE 10 - INCOME TAXES (Details) - Income Tax Provisions (Benefits) [Line Items] | ||
0 | 0 | |
State - Current Income Tax Provision | ||
NOTE 10 - INCOME TAXES (Details) - Income Tax Provisions (Benefits) [Line Items] | ||
0 | 0 | |
Federal - Current Income Tax Provision | ||
NOTE 10 - INCOME TAXES (Details) - Income Tax Provisions (Benefits) [Line Items] | ||
0 | 0 | |
Federal - Deferred Income Tax Provision | ||
NOTE 10 - INCOME TAXES (Details) - Income Tax Provisions (Benefits) [Line Items] | ||
$ 3,418,324 | $ 380,573 |
NOTE 10 - INCOME TAXES (Detai48
NOTE 10 - INCOME TAXES (Details) - Net Operating Loss Carryforwards | Dec. 31, 2016USD ($) |
Tax Credit Carryforward [Line Items] | |
$ 14,857,426 | |
Operating Loss Carryforward Expiring from 2032 to 2036 | |
Tax Credit Carryforward [Line Items] | |
5,739,426 | |
Operating Loss Carryforward Expiring from 2029 to 2031 | |
Tax Credit Carryforward [Line Items] | |
5,717,000 | |
Operating Loss Carryforward Expiring from 2024 to 2028 | |
Tax Credit Carryforward [Line Items] | |
$ 3,401,000 |
NOTE 11 - COMMITMENTS AND CON49
NOTE 11 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Occupancy, Net | $ 26,012 | $ 24,012 | $ 24,000 |
NOTE 12 - RELATED PARTY TRANS50
NOTE 12 - RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 24 Months Ended | |
May 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||||
Increase (Decrease) in Due to Officers and Stockholders, Current | $ 457,000 | |||
Accrued Salaries | 450,000 | $ 450,000 | ||
Proceeds from Contributed Capital | 142,293 | |||
Due to Officers or Stockholders | $ 1,853,679 | $ 1,853,679 | ||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | 5.00% | ||
Interest Expense, Related Party | $ 125,059 | $ 111,498 | $ 111,498 | |
Proceeds from Related Party Debt | 142,293 | |||
Due to Related Parties, Current | $ 453,780 | $ 453,780 | ||
Debt Conversion, Original Debt, Amount | $ 324,500 | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 541,100,000 | 393,000 | ||
Extinguishment of Debt, Amount | $ 19,145,500 |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 31, 2017 | Dec. 31, 2015 | Nov. 02, 2017 | Oct. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | |
Subsequent Events [Abstract] | |||||||
Convertible Notes Payable | $ 485,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.00% | 5.00% | |||||
Debt Conversion, Converted Instrument, Amount | $ 108,220 | $ 1,973 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 541,100,000 | 393,000 | |||||
Preferred Stock, Shares Issued | 750,000 | 250,000 | 750,000 | 750,000 | |||
Preferred Stock, Value, Issued | $ 0 | ||||||
Common Stock, Shares Authorized | 25,000,000,000 | 25,000,000,000 | 25,000,000,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 |
NOTE 13 - SUBSEQUENT EVENTS (52
NOTE 13 - SUBSEQUENT EVENTS (Details) - Convertible Debt Activity - USD ($) | 11 Months Ended | 12 Months Ended | |
Nov. 15, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Conversion [Line Items] | |||
Total | $ 324,500 | ||
Common Shares of the Company | |||
Debt Conversion [Line Items] | |||
Tonaquint (Note 6) | $ 4,836,738,072 | $ 393,000 | |
GSM Capital Group LLC (Note 6) | 1,580,281,452 | ||
LG Capital (Note 6) | 197,116,728 | ||
Total | 6,614,136,252 | 3,245,393,000 | |
Loans converted | |||
Debt Conversion [Line Items] | |||
Tonaquint (Note 6) | 96,259 | 1,973 | |
GSM Capital Group LLC (Note 6) | 31,785 | ||
LG Capital (Note 6) | 19,500 | ||
Total | 147,544 | $ 326,473 | |
Interest converted | |||
Debt Conversion [Line Items] | |||
Tonaquint (Note 6) | 246,740 | ||
GSM Capital Group LLC (Note 6) | 25,599 | ||
LG Capital (Note 6) | 7,444 | ||
Total | $ 279,783 |