Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Dec. 05, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ecolocap Solutions Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
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 | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Common Stock, Shares Outstanding | 10,922,710,977 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 9,008 | $ 698 |
Inventory | 595,815 | 0 |
Prepaid expenses and sundry current assets | 3,269 | 0 |
TOTAL CURRENT ASSETS AND TOTAL ASSETS | 608,092 | 698 |
CURRENT LIABILITIES: | ||
Customer deposits | 175,000 | 175,000 |
Convertible notes payable | 896,666 | 1,040,838 |
Notes payable - related parties | 2,773,623 | 2,335,959 |
Long term debt | 1,016 | 0 |
Derivative liabilities | 1,842,555 | 10,174,203 |
Accrued expenses and sundry current liabilities - related parties | 1,847,267 | 1,178,411 |
Accrued expenses and sundry current liabilities | 1,132,457 | 1,113,887 |
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES | 8,668,584 | 16,018,298 |
Long term debt | 73,984 | 0 |
TOTAL LIABILITIES | 8,742,568 | 16,018,298 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock 100,000,000 shares authorized, par value $0.00001, 10,250,000 and 750,000 shares, respectively issued and outstanding | 103 | 7 |
Common stock 10,000,000,000 shares authorized, par value $0.00001, 8,737,765,985 and 3,249,327,026 shares, respectively issued and outstanding | 87,377 | 32,493 |
Additional paid in capital | $ 57,138,928 | $ 55,983,849 |
Common stock to be issued | 240,000 | 0 |
Accumulated Deficit | $ (67,877,322) | $ (74,638,068) |
TOTAL STOCKHOLDERS' DEFICIT -Ecolocap Solutions Inc. | (10,410,914) | (18,621,719) |
Non-controlling interest | 2,276,438 | 2,604,119 |
TOTAL STOCKHOLDERS' DEFICIT | (8,134,476) | (16,017,600) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 608,092 | $ 698 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, issued | 10,250,000 | 750,000 |
Preferred stock, outstanding | 10,250,000 | 750,000 |
Common stock, authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, issued | 8,737,765,985 | 3,249,327,026 |
Common stock, outstanding | 8,737,765,985 | 3,249,327,026 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
COSTS AND EXPENSES: | ||||
Selling, general and administrative | $ 284,165 | $ 213,139 | $ 901,938 | $ 627,446 |
TOTAL OPERATING EXPENSES | 284,165 | 213,139 | 901,938 | 627,446 |
Loss from operations | (284,165) | (213,139) | (901,938) | (627,446) |
OTHER INCOME (EXPENSES) | ||||
Gain (loss) on derivatives liabilities at market | (374,653) | 70,826 | 7,724,510 | (420,239) |
Interest expense-related parties | (45,913) | (32,121) | (131,290) | (91,378) |
Interest expense | (100,186) | (42,417) | (258,217) | (141,374) |
TOTAL OTHER INCOME (EXPENSES) | (520,752) | (3,712) | 7,335,003 | (652,991) |
Net income (loss) before non-controlling interest | (804,917) | (216,851) | 6,433,065 | (1,280,437) |
Non-controlling interest | (100,685) | (95,551) | (327,681) | (286,412) |
Net income (loss) attributable to Ecolocap Solutions Inc. | $ (704,232) | $ (121,300) | $ 6,760,746 | $ (994,025) |
Income (Loss) Per Common Share-basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Average weighted Number of Shares-basic and diluted | 8,177,122,076 | 3,249,327,026 | 5,802,520,669 | 3,249,327,026 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ 6,433,065 | $ (1,280,437) |
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities | ||
Imputed interests of shareholders loans | 74,287 | 51,994 |
Stock base compensation | 102,810 | 0 |
Non-cash interests in cash flows | 33,865 | 0 |
(Gain) loss on derivatives liabilities at market | (7,724,510) | 420,239 |
Unpaid penalty interest added to debt principal | 16,500 | 14,653 |
Closing fees added to debt principal | 3,000 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | (595,815) | 0 |
Prepaid expenses and sundry current assets | (3,269) | 0 |
Stock subscription payable | 240,000 | 0 |
Changes in operating assets and liabilities | 1,488,727 | 790,823 |
Net cash provided by (used in) operating activities | 68,660 | (2,728) |
Financing activities | ||
Proceeds of loans payable | 119,000 | 0 |
Payments of loans from shareholder | (179,350) | 7,000 |
Net cash (used in) provided by financing activities | (60,350) | 7,000 |
Change in cash | 8,310 | 4,272 |
Cash-beginning of period | 698 | 0 |
Cash-end of period | 9,008 | 4,272 |
Non cash items: | ||
Conversion of current liabilities, convertible notes payable, notes payable to stockholders to common stock | 347,959 | 0 |
Reclassification of derivative to APIC | 685,003 | 0 |
Expenses paid by a related party on behalf of the Company | 284,924 | 102,876 |
Non-cash additions of loans from shareholders | $ 337,500 | $ 337,500 |
NOTE 1 - NATURE OF BUSINESS AND
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Ecolocap Solutions Inc ("we", "our" and the "Company") is an integrated and complementary network of environmentally focused technology companies 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 is designed to reduce the costs associated with food waste disposal and in the process, will reduce the environmental impact or methane greenhouse gas production. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed by the Company for interim reporting are consistent with those included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. There were no material changes to our significant accounting policies during the interim period ended September 30, 2017. The Company's inventory consists of equipment purchased for resale and is valued at the lower of cost or net realizable value. Cost is principally determined using the first in, first out method. Reclassifications Certain reclassifications of amounts previously reported have been made to the accompanying financial statements in order to maintain consistency and comparability between the periods presented, primarily related to preferred shares stock on the balance sheet. |
NOTE 2 - BASIS OF PRESENTATION
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Note 2 - Basis Of Presentation And Summary Of Significant Accounting Policies | |
BASIS OF PRESENTATION AND GOING CONCERN | The accompanying unaudited interim financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended December 31, 2016 as filed with the SEC. In the opinion of management, all adjustments, consisting of recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements as reported in the annual report on Form 10-K have been omitted. Going Concern The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has had recurring losses, negative working capital, is dependent on its shareholders to provide additional funding for operating expenses and has no recurring revenues. These items raise substantial doubts about the Company's ability to continue as a going concern. Management's plan for the Company's continued existence include selling additional common stock of the Company and borrowing additional funds to pay overhead expenses. With the opportunities created by the ECOS BIO-ART and M Fuel, management has begun the process of redeploying its assets, identifying business strategies that offers above average profit potential and identifying the resources necessary to successfully execute it new strategic direction. 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 unaudited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 3 - ACCRUED EXPENSES AND S
NOTE 3 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES | Accrued expenses consisted of the following at: September 30 2017 December 31 2016 Accrued interest $ 574,280 $ 545,378 Accrued interest-related parties 240,669 185,401 Accrued compensation-related parties 762,432 652,844 Accounts payable 240,000 240,000 Accrued operating expenses-related parties 844,166 340,166 Accrued operating expenses 318,177 328,509 $ 2,979,724 $ 2,292,298 |
NOTE 4 - CONVERTIBLE NOTES PAYA
NOTE 4 - CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Loans are convertible at amounts ranging from 40% to 60% of the market price of the common shares of the Company at the time of conversion and bear interest rates ranging from 8% to 22% per annum. The amounts received during the nine months period ended September 30, 2017 and 2016 are $44,000 and $0 in new loans and $19,500 and $14,653 in non-cash borrowings related to the default on Tonaquint and GSM GSM loans, respectively. During the period ended September 30, 2017, the Company was in default on its convertible notes due to non-repayment of the outstanding balances. 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 the amount is marked to market at each reporting period. All the convertible notes are in default as of September 30, 2017. During the nine months period ended September 30, 2017 notes payable of $163,672 plus accrued interests of $178,876 were converted into 4,947,338,959 shares. There were no conversions of convertible debts in 2016. A summary of the amounts outstanding as of September 30, 2017 and December 31, 2016 are as follows: Loans 2017 Debt discount 2017 Balance September 30, 2017 Balance December 31, 2016 Tonaquint $ 532,179 $ 44,000 $ 488,179 $ 585,846 Redwood Management, LLC 372,992 - 372,992 372,992 Proteus Capital 32,500 - 32,500 32,500 LG Capital - - - 19,500 GSM Capital Group LLC 2,995 - 2,995 30,000 $ 940,666 $ 44,000 $ 896,666 $ 1, 040,838 |
NOTE 5 - NOTES PAYABLE _ RELATE
NOTE 5 - NOTES PAYABLE – RELATED PARTIES | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – RELATED PARTIES | During the nine months period ended September 30, 2017, notes payable to stockholders increased by $262,090 of which $337,500 resulted from conversion of accrued salaries, net of $70,000 in payments made during the period to stockholders and $5,410 from conversions into shares. The additions are for accrual of unpaid salaries and not actual cash proceeds. The amount owed to stockholders at September 30, 2017 is $2,115,769. These loans are non-interest bearing but interest is being imputed at 5.00% per annum and are payable on demand. An interest amount of $74,287 has been imputed in 2017. During the nine months period ended September 30, 2017, total loans conversions of $5,410 were made into 541,100,000 shares and there were no conversions in the year ended December 31, 2016. During the nine months period ended September 30, 2017, the Company received $284,924 and made payments of $109,350 to Hanscom K Inc. The amount owed to Hanscom K. Inc. at September 30, 2017 is $629,354. These loans are non-interest bearing and are payable on demand. During the nine months period ended September 30, 2017, the Company did not receive any loans from RCO Group Inc. The amount owed to RCO Group Inc. at September 30, 2017 is $28,500. These loans bear interest at 8.00% per annum and are payable on demand. A summary of the amounts outstanding as of September 30, 2017 and December 31, 2016 are as follows: Balance September 30, 2017 Balance December 31, 2016 Stockholders $ 2,115,769 $ 1,853,679 Hanscom K. Inc. 629,354 453,780 RCO Group Inc. 28,500 28,500 $ 2,773,623 $ 2,335,959 |
NOTE 6 - LONG TERM DEBT
NOTE 6 - LONG TERM DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
LONG TERM DEBT | Long term debt consists of Balance Balance September 30, 2017 December 31, 2016 Note payable to a bank in monthly installments of approximately $2,491 inclusive of interest at 39.00% per annum. $ 75,000 $ — Less current portion 1,016 — $ 73,984 $ — The above obligation is personally guaranteed by an officer of the Company. Principal payments due on long-term debt as of September 30, 2017 for each of the next five fiscal years are: Year Amount 2018 $ 1,016 2019 1,248 2020 1,832 2021 2,688 2022 3,946 Thereafter 64,270 $ 75,000 |
NOTE 7 - DERIVATIVE LIABILITIES
NOTE 7 - DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | During the nine months period ended September 30, 2017, the Company recorded various derivative liabilities associated with the convertible debts discussed in Note 4 and warrants. 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 each reporting period using the Black Scholes Method using a risk free rate ranging of 0.14%, volatility rates ranging between 361.00% and 477.00% and a forfeiture rate of 0.00%. The derivative liability at September 30, 2017 and December 31, 2016 are as follows: 2017 2016 Tonaquint $ 856,641 $ 4,799,461 Proteus Capital Group LLC 142,161 356,835 GSM Capital Group LLC 11,992 324,662 LG Capital - 231,059 Redwood Management, LLC 727,848 3,682,835 Total $ 1,738,642 $ 9,394,852 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 481.00% and a forfeiture rate of 0.00%. The derivative liability at September 30, 2017 and December 31, 2016 is as follows: 2017 2016 Lakeshore Recycling Systems LLC $ 103,913 $ 779,351 Total $ 103,913 $ 779,351 The following table summarizes the derivative liabilities at September 30, 2017 and December 31, 2016; 2017 2016 Tonaquint $ 856,641 $ 4,799,461 Proteus Capital Group LLC 142,161 356,835 GSM Capital Group LLC 11,992 324,662 LG Capital - 231,059 Redwood Management, LLC 727,848 3,682,835 Lakeshore Recycling Systems LLC 103,913 779,351 Total $ 1,842,555 $ 10,174,203 Financial assets and liabilities recorded at fair value in our unaudited 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 period ended September 30, 2017. Level 1 Level 2 Level 3 Total Derivative Financial Instruments $ - $ - $ 1,842,555 $ 1,842,555 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 The following table summarizes the derivatives liability from January 1 st Derivative liabilities Balance December 31, 2016 $ 10,174,203 Addition of new derivative 44,000 Day one loss due to derivative 33,865 Settled upon conversion of debt (685,003 ) Loss on change in fair value of the derivative (7,724,510 ) Balance September 30, 2017 $ 1,842,555 |
NOTE 8 - CAPITAL STOCK
NOTE 8 - CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STOCK | The Company is authorized to issue 10,000,000,000 shares of common stock (par value $0.00001) of which 8,737,765,985 were issued and outstanding as of September 30, 2017 and 3,249,327,026 as of December 31, 2016. 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 $0.00001) of which 10,250,000 were issued and outstanding as of September 30, 2017 and 750,000 as of December 31, 2016, respectively. Each share of Series A Preferred Stock has 100,000 vote per share. 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 September 2017, the Company issued 9,250,000 preferred shares to related parties' stockholders. The fair value of the preferred shares issued was determined to be zero. During 2017 the nine months period ended September 30, 2017, the following convertible debt owners converted loans plus accrued interests into common shares of the Company. There were no conversions of convertible debts into common shares of the Company during the year ended December 31, 2016. Loans converted Interest converted Common shares Of the Company Tonaquint (Note 4) $ 97,667 $ 171,432 $ 3,605,081,573 GSM Capital Group LLC (Note 4) 46,505 - 1,145,140,658 LG Capital (Note 4) 19,500 7,444 197,116,728 Stockholders (Note 5) 5,410 - 541,100,000 Total $ 169,082 $ 178,876 $ 5,488,438,959 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, 2016 519,567,390 Warrants granted – Lakeshore Recycling Systems, LLC due to increase in outstanding shares 877,601,391 Balance September 30, 2017 1,397,168,781 As of September 31, 2017, the warrants have an intrinsic value of $0. |
NOTE 9 - COMMITMENTS
NOTE 9 - COMMITMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | In July 2017, the Company signed a lease for the Company's Morton Grove office, at a minimum annual rent of approximately $70,000 per year. The Morton Grove lease expires in August 2018. |
NOTE 10 - SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | The following convertible debt owners converted loans plus accrued interests into common shares of the Company: Loans converted Interest converted Common shares Of the Company Tonaquint (Note 5) $ - $ 73,899 $ 1,231,656,499 GSM Capital Group LLC (Note 5) 2,995 20,838 953,288,093 Total $ 2,995 $ 94,737 $ 2,184,944,592 |
NOTE 3 - ACCRUED EXPENSES AND16
NOTE 3 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses | September 30 2017 December 31 2016 Accrued interest $ 574,280 $ 545,378 Accrued interest-related parties 240,669 185,401 Accrued compensation-related parties 762,432 652,844 Accounts payable 240,000 240,000 Accrued operating expenses-related parties 844,166 340,166 Accrued operating expenses 318,177 328,509 $ 2,979,724 $ 2,292,298 |
NOTE 4 - CONVERTIBLE NOTES PA17
NOTE 4 - CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of convertible notes payable | Loans 2017 Debt discount 2017 Balance September 30, 2017 Balance December 31, 2016 Tonaquint $ 532,179 $ 44,000 $ 488,179 $ 585,846 Redwood Management, LLC 372,992 - 372,992 372,992 Proteus Capital 32,500 - 32,500 32,500 LG Capital - - - 19,500 GSM Capital Group LLC 2,995 - 2,995 30,000 $ 940,666 $ 44,000 $ 896,666 $ 1, 040,838 |
NOTE 5 - NOTES PAYABLE _ RELA18
NOTE 5 - NOTES PAYABLE – RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of notes payable-related parties | Balance September 30, 2017 Balance December 31, 2016 Stockholders $ 2,115,769 $ 1,853,679 Hanscom K. Inc. 629,354 453,780 RCO Group Inc. 28,500 28,500 $ 2,773,623 $ 2,335,959 |
NOTE 6 - LONG TERM DEBT (Tables
NOTE 6 - LONG TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Summary of long term debt | Balance Balance September 30, 2017 December 31, 2016 Note payable to a bank in monthly installments of approximately $2,491 inclusive of interest at 39.00% per annum. $ 75,000 $ — Less current portion 1,016 — $ 73,984 $ — |
Principal payments due on long-term debt | Year Amount 2018 $ 1,016 2019 1,248 2020 1,832 2021 2,688 2022 3,946 Thereafter 64,270 $ 75,000 |
NOTE 7 - DERIVATIVE LIABILITI20
NOTE 7 - DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of derivative instruments | 2017 2016 Tonaquint $ 856,641 $ 4,799,461 Proteus Capital Group LLC 142,161 356,835 GSM Capital Group LLC 11,992 324,662 LG Capital - 231,059 Redwood Management, LLC 727,848 3,682,835 Total $ 1,738,642 $ 9,394,852 2017 2016 Lakeshore Recycling Systems LLC $ 103,913 $ 779,351 Total $ 103,913 $ 779,351 2017 2016 Tonaquint $ 856,641 $ 4,799,461 Proteus Capital Group LLC 142,161 356,835 GSM Capital Group LLC 11,992 324,662 LG Capital - 231,059 Redwood Management, LLC 727,848 3,682,835 Lakeshore Recycling Systems LLC 103,913 779,351 Total $ 1,842,555 $ 10,174,203 |
Financial assets and liabilities measured at fair value on a recurring basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the period ended September 30, 2017. Level 1 Level 2 Level 3 Total Derivative Financial Instruments $ - $ - $ 1,842,555 $ 1,842,555 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 |
Summary of changes in derivative liabilities | Derivative liabilities Balance December 31, 2016 $ 10,174,203 Addition of new derivative 44,000 Day one loss due to derivative 33,865 Settled upon conversion of debt (685,003 ) Loss on change in fair value of the derivative (7,724,510 ) Balance September 30, 2017 $ 1,842,555 |
NOTE 8 - CAPITAL STOCK (Tables)
NOTE 8 - CAPITAL STOCK (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
STOCKHOLDERS' DEFICIT | |
Schedule of debt conversions | Loans converted Interest converted Common shares Of the Company Tonaquint (Note 4) $ 97,667 $ 171,432 $ 3,605,081,573 GSM Capital Group LLC (Note 4) 46,505 - 1,145,140,658 LG Capital (Note 4) 19,500 7,444 197,116,728 Stockholders (Note 5) 5,410 - 541,100,000 Total $ 169,082 $ 178,876 $ 5,488,438,959 |
Summary of warrant activity | Warrants Balance December 31, 2016 519,567,390 Warrants granted – Lakeshore Recycling Systems, LLC due to increase in outstanding shares 877,601,391 Balance September 30, 2017 1,397,168,781 |
NOTE 10 - SUBSEQUENT EVENTS (Ta
NOTE 10 - SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Schedule of debt conversions | Loans converted Interest converted Common shares Of the Company Tonaquint (Note 5) $ - $ 73,899 $ 1,231,656,499 GSM Capital Group LLC (Note 5) 2,995 20,838 953,288,093 Total $ 2,995 $ 94,737 $ 2,184,944,592 |
NOTE 3 - ACCRUED EXPENSES AND23
NOTE 3 - ACCRUED EXPENSES AND SUNDRY CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 574,280 | $ 545,378 |
Accrued interest-related parties | 240,669 | 185,401 |
Accrued compensation-related parties | 762,432 | 652,844 |
Accounts payable | 240,000 | 240,000 |
Accrued operating expenses-related parties | 844,166 | 340,166 |
Accrued operating expenses | 318,177 | 328,509 |
Accrued expenses | $ 2,979,724 | $ 2,292,298 |
NOTE 4 - CONVERTIBLE NOTES PA24
NOTE 4 - CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Loans | $ 940,666 | |
Debt discount | 44,000 | |
Convertible notes payable | 896,666 | $ 1,040,838 |
Tonaquint | ||
Loans | 532,179 | |
Debt discount | 44,000 | |
Convertible notes payable | 488,179 | 585,846 |
Redwood Management, LLC | ||
Loans | 372,992 | |
Debt discount | 0 | |
Convertible notes payable | 372,992 | 372,992 |
Proteus Capital Corp. | ||
Loans | 32,500 | |
Debt discount | 0 | |
Convertible notes payable | 32,500 | 32,500 |
LG Capital | ||
Loans | 0 | |
Debt discount | 0 | |
Convertible notes payable | 0 | 19,500 |
GSM Capital Group LLC | ||
Loans | 2,995 | |
Debt discount | 0 | |
Convertible notes payable | $ 2,995 | $ 30,000 |
NOTE 4 - CONVERTIBLE NOTES PA25
NOTE 4 - CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Debt Disclosure [Abstract] | ||
Proceeds from convertible notes payable | $ 44,000 | $ 0 |
Converted instrument, amount | $ 163,672 | |
Converted instrument, shares issued | 4,947,338,959 |
NOTE 5 - NOTES PAYABLE _ RELA26
NOTE 5 - NOTES PAYABLE – RELATED PARTIES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Notes payable - related parties | $ 2,773,623 | $ 2,335,959 |
Stockholders | ||
Notes payable - related parties | 2,115,769 | 1,853,679 |
Hanscom K. Inc. | ||
Notes payable - related parties | 629,354 | 453,780 |
RCO Group Inc. | ||
Notes payable - related parties | $ 28,500 | $ 28,500 |
NOTE 5 - NOTES PAYABLE _ RELA27
NOTE 5 - NOTES PAYABLE – RELATED PARTIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Increase in due to officers and stockholders | $ 262,090 |
Accrued salaries | 337,500 |
Due to stockholders | 2,115,769 |
Imputed interest | 74,287 |
Hanscom K. Inc. | |
Proceeds from loan | 284,924 |
Repayments of loan | 109,350 |
Loans payable | 629,354 |
RCO Group Inc. | |
Proceeds from loan | 0 |
Repayments of loan | 0 |
Loans payable | $ 28,500 |
NOTE 6 - LONG TERM DEBT (Detail
NOTE 6 - LONG TERM DEBT (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Long-term Debt, Unclassified [Abstract] | ||
Note payable to a bank in monthly installments of approximately $2,491 inclusive of interest at 39.00% per annum. | $ 75,000 | |
Less current portion | 1,016 | $ 0 |
Long term debt, noncurrent | $ 73,984 | $ 0 |
NOTE 6 - LONG TERM DEBT (Deta29
NOTE 6 - LONG TERM DEBT (Details 1) | Sep. 30, 2017USD ($) |
Long-term Debt, Unclassified [Abstract] | |
2,018 | $ 1,016 |
2,019 | 1,248 |
2,020 | 1,832 |
2,021 | 2,688 |
2,022 | 3,946 |
Thereafter | 64,270 |
Total | $ 75,000 |
NOTE 7 - DERIVATIVE LIABILITI30
NOTE 7 - DERIVATIVE LIABILITIES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative liabilities | $ 1,842,555 | $ 10,174,203 |
Tonaquint | ||
Derivative liabilities | 856,641 | 4,799,461 |
Proteus Capital Corp. | ||
Derivative liabilities | 142,161 | 356,835 |
GSM Capital Group LLC | ||
Derivative liabilities | 11,992 | 324,662 |
LG Capital | ||
Derivative liabilities | 0 | 231,059 |
Redwood Management, LLC | ||
Derivative liabilities | 727,848 | 3,682,835 |
Lakeshore Recycling Systems LLC | ||
Derivative liabilities | $ 103,913 | $ 779,351 |
NOTE 7 - DERIVATIVE LIABILITI31
NOTE 7 - DERIVATIVE LIABILITIES (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative liabilities | $ 1,842,555 | $ 10,174,203 |
Level 1 | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Derivative liabilities | 0 | 0 |
Level 3 | ||
Derivative liabilities | $ 1,842,555 | $ 10,174,203 |
NOTE 7 - DERIVATIVE LIABILITI32
NOTE 7 - DERIVATIVE LIABILITIES (Details 2) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Balance December 31, 2016 | $ 10,174,203 |
Addition of new derivative | 44,000 |
Day one loss due to derivative | 33,865 |
Settled upon conversion of debt | (685,003) |
Loss on change in fair value of the derivative | (7,724,510) |
Balance September 30, 2017 | $ 1,842,555 |
NOTE 7 - DERIVATIVE LIABILITI33
NOTE 7 - DERIVATIVE LIABILITIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2017 | |
Convertible Notes Payable | |
Risk free interest rate | 0.14% |
Forfeiture rate | 0.00% |
Convertible Notes Payable | Minimum | |
Volatility rate | 361.00% |
Convertible Notes Payable | Maximum | |
Volatility rate | 477.00% |
Warrants | |
Risk free interest rate | 0.14% |
Volatility rate | 481.00% |
Forfeiture rate | 0.00% |
NOTE 8 - CAPITAL STOCK (Details
NOTE 8 - CAPITAL STOCK (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Loans converted | $ 169,082 |
Interest converted | $ 178,876 |
Common shares of the company | shares | 5,488,438,959 |
Tonaquint | |
Loans converted | $ 97,667 |
Interest converted | $ 171,432 |
Common shares of the company | shares | 3,605,081,573 |
GSM Capital Group LLC | |
Loans converted | $ 46,505 |
Interest converted | $ 0 |
Common shares of the company | shares | 1,145,140,658 |
LG Capital | |
Loans converted | $ 19,500 |
Interest converted | $ 7,444 |
Common shares of the company | shares | 197,116,728 |
Stockholders | |
Loans converted | $ 5,410 |
Interest converted | $ 0 |
Common shares of the company | shares | 541,100,000 |
NOTE 8 - CAPITAL STOCK (Detai35
NOTE 8 - CAPITAL STOCK (Details 1) | 9 Months Ended |
Sep. 30, 2017shares | |
STOCKHOLDERS' DEFICIT | |
Warrants outstanding, beginning | 519,567,390 |
Warrants, granted | 877,601,391 |
Warrants outstanding, ending | 1,397,168,781 |
NOTE 8 - CAPITAL STOCK (Detai36
NOTE 8 - CAPITAL STOCK (Details Narrative) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, issued | 10,250,000 | 750,000 |
Preferred stock, outstanding | 10,250,000 | 750,000 |
Common stock, authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, issued | 8,737,765,985 | 3,249,327,026 |
Common stock, outstanding | 8,737,765,985 | 3,249,327,026 |
NOTE 10 - SUBSEQUENT EVENTS (De
NOTE 10 - SUBSEQUENT EVENTS (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Loans converted | $ 169,082 |
Interest converted | $ 178,876 |
Common shares of the company | shares | 5,488,438,959 |
Tonaquint | |
Loans converted | $ 0 |
Interest converted | $ 73,899 |
Common shares of the company | shares | 1,231,656,499 |
GSM Capital Group LLC | |
Loans converted | $ 2,995 |
Interest converted | $ 20,838 |
Common shares of the company | shares | 953,288,093 |
Total | |
Loans converted | $ 2,995 |
Interest converted | $ 94,737 |
Common shares of the company | shares | 2,184,944,592 |