Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 18, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ABCO Energy, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 330,254,233 | |
Amendment Flag | false | |
Entity Central Index Key | 1,300,938 | |
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 | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 33,458 | $ 5,046 |
Accounts receivable on completed projects | 56,807 | 46,985 |
Billings in excess of costs on contracts in progress | 21,617 | (83,813) |
Inventory | 38,156 | 38,127 |
Total Current Assets | 150,038 | 6,345 |
Fixed Assets | ||
Vehicles, office furniture & equipment – net of accumulated depreciation | 20,327 | 21,941 |
Other Assets | ||
Investment in long term leases | 11,094 | 11,281 |
Security deposits | 2,700 | 2,700 |
Total Other Assets | 13,794 | 13,981 |
Total Assets | 184,159 | 42,267 |
Current liabilities | ||
Accounts payable and accrued expenses | 552,388 | 496,991 |
Convertible debentures – net of discount | 163,306 | 187,236 |
Derivative liability on convertible debentures | 166,925 | 178,013 |
Notes payable – merchant loans | 29,003 | 96,338 |
Note payable – non-affiliate | 60,000 | 0 |
Notes payable – related parties | 171,029 | 187,826 |
Total Current Liabilities | 1,142,651 | 1,146,404 |
Long term debt, net of current portion | 0 | 0 |
Total Liabilities | 1,142,651 | 1,146,404 |
Commitments and contingencies | 0 | 0 |
Stockholders’ Deficit: | ||
Preferred stock, 100,000,000 shares authorized, $0.001 par value, and 15,000,000 shares issued and outstanding at March 31, 2018 and 15,000,000 at December 31, 2017. | 15,000 | 15,000 |
Common stock, 2,000,000,000 shares authorized, $0.001 value, 161,459,560 and 125,029,647 Issued and outstanding at March 31, 2018 and December 31, 2017, respectively. | 161,459 | 125,030 |
Common shares sold not issued 51,903,507 at March 31, 2018 and 37,108,753 at March 31, 2017 | 51,904 | 37,109 |
Additional paid-in capital | 3,360,135 | 3,258,887 |
Accumulated deficit | (4,546,990) | (4,540,163) |
Total Stockholders’ Deficit | (958,492) | (1,104,137) |
Total Liabilities and Stockholders’ Deficit | $ 184,159 | $ 42,267 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Preferred stock, shares issued | 15,000,000 | 15,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares outstanding | 15,000,000 | 15,000,000 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 161,459,560 | 125,029,647 |
Common stock, shares issued | 161,459,560 | 125,029,647 |
Common shares sold not issued, Shares | 51,903,507 | 37,108,753 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | $ 522,295 | $ 212,806 |
Cost of Sales | 328,378 | 190,369 |
Gross Profit | 193,917 | 22,437 |
Operating Expenses: | ||
Payroll expense | 84,718 | 64,029 |
Consulting expense | 13,679 | 6,759 |
Corporate expense | 1,611 | 9,466 |
Professional fees | 6,180 | 7,090 |
Rent | 9,113 | 6,604 |
Other expense | 44,635 | 61,228 |
Total operating expense | 159,936 | 155,176 |
Net income (Loss) from operations | 33,981 | (132,739) |
Other expenses | ||
Interest on notes payable | 8,474 | 16,189 |
Change in Derivative (Gain) Loss | 64,882 | (72,486) |
Finance Fees – derivatives | 6,807 | 63,094 |
Gain on extinguishment of debt | (39,355) | 0 |
Total other (income) expenses | 40,808 | 6,797 |
Net income (Loss) before provision for income taxes | (6,827) | (139,536) |
Provision for income tax | 0 | 0 |
Net income (loss) | $ (6,827) | $ (139,536) |
Net income (loss) Per Share (Basic and Fully Diluted) (in Dollars per share) | $ (0.01) | $ (0.01) |
Weighted average number of common shares used in the calculation (in Shares) | 168,467,567 | 34,262,574 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (6,827) | $ (139,536) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 1,614 | 2,899 |
Inventory change | (29) | 22 |
Gain on extinguishment of debt | (39,355) | 0 |
Amortization of debt discount | 2,311 | 192,379 |
Change in derivative liability | 64,556 | 106,196 |
Change in derivative valuation | 0 | (72,486) |
Changes in Accounts receivable | (9,822) | 27,200 |
Billings in excess of costs on incomplete projects | (105,430) | (111,002) |
Accounts payable and accrued expenses | 55,398 | (51,211) |
Net cash used in operating activities | (37,584) | (45,539) |
Cash Flows from Investing Activities: | ||
Proceeds from investments in long term leases | 187 | 865 |
Net cash provided by (used for) investing activities | 187 | 865 |
Cash Flows from Financing Activities: | ||
Proceeds from sale of common stock – net of expenses | 50,586 | 64,868 |
Merchant loans – net of principal payments | (11,579) | |
Proceeds of related party notes payable | (16,797) | (176) |
Proceeds from non-affiliate loan | 60,000 | 0 |
Payments on term debt | (27,980) | (1,407) |
Net cash provided by financing activities | 65,809 | 51,706 |
Net increase (decrease) in cash | 28,412 | 7,032 |
Cash, beginning of period | 5,046 | 12,534 |
Cash, end of period | 33,458 | 19,566 |
Cash paid for interest | 15,281 | 16,189 |
Income taxes paid or accrued | $ 0 | $ 0 |
Note 1 Overview and Description
Note 1 Overview and Description of the Company | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1 Overview and Description of the Company ABCO Energy, Inc. was organized on July 29, 2004 and operated until July 1, 2011 as Energy Conservation Technologies, Inc. (ENYC). On July 1, 2011 ENYC entered into a share exchange agreement (SEA) with ABCO Energy and acquired all the assets of ABCO. ENYC changed its name to ABCO Energy, Inc. on October 31, 2011. The Company is in the Photo Voltaic (PV) solar systems industry and is an electrical product and services supplier. The Company prepared these financial statements according to the instructions for Form 10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles in the United States. However, the Company has recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the first Three Months of 2018. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2017. The income statement for the Three Months ended March 31, 2018 cannot necessarily be used to project results for the full year. |
Note 2 Summary of Significant A
Note 2 Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. Revenue Recognition The Company generates revenue from sales of solar products, LED lighting, installation services and leasing fees. During the three months ended March 31, 2018 and 2017, the company had product sales as follows: Sales Product and Services Description 2018 2017 Solar PV residential and commercial sales $ 447,523 86 % $ 163,506 76 % Energy efficient lighting & other income 74,522 13 % 49,066 23 % Interest Income 250 1 % 234 1 % Total revenue $ 522 295 100 % $ 212,806 100 % The Company recognizes product revenue, net of sales discounts, returns and allowances. These statements establish that revenue can be recognized when persuasive evidence of an arrangement exists, delivery has occurred, and all significant contractual obligations have been satisfied, the fee is fixed or determinable, and collection is considered probable. Our revenue recognition is recorded on the percentage of completion method for sales and installation revenue and on the accrual basis for fees and interest income. We recognize and record income when the customer has a legal obligation to pay. All our revenue streams are acknowledged by written contracts for any of the revenue we record. There are no differences between major classes of customers or customized orders. We record discounts, product returns, rebates and other related accounting issues in the normal business manner and experience very small number of adjustments to our written contractual sales. There are no post-delivery obligations because warranties are maintained by our suppliers. Our lease fees are earned by providing services to contractors for financing of solar systems. Normally we will acquire the promissory note (lease) on a leased system that will provide cash flow for up to 20 years. Interest is recorded on the books when earned on amortized leases. Income (Loss) per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since ABCO has incurred losses for all periods except the current period, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation. In addition, there are no common stock equivalents outstanding at the time of this report. Effects of Recently Issued Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. Derivative Financial Instruments – This is Level 3 Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model. |
Note 3 Going Concern
Note 3 Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 3 Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses from inception through the period ended March 31, 2018 of $(4,546,990), which raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Note 4 Inventory
Note 4 Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Note 4 Inventory Inventory of construction supplies not yet charged to specific projects was $38,156 and $38,127 as of March 31, 2018 and December 31, 2017, respectively. The Company values items of inventory at the lower of cost or market and uses the first in first out method to charge costs to jobs. |
Note 5 Note Payable - Officers,
Note 5 Note Payable - Officers, Directors and Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Note Payable – Officers, Directors and Related Parties Officer loans are demand notes totaling $171,029 and $187,826, respectively, as of March 31, 2018 and December 31, 2017. These notes provide for interest at 12% per annum and are unsecured. Notes payable to the Officers, Directors and Related Parties resulted in interest charges of $5,060 and $5,447 for the periods ended March 31, 2018 and March 31, 2017, respectively. The other related party note from a non-officer or director totaled $49,978 at March 31, 2018. Related party notes payable and accrued interest as of March 31, 2018 and December 31, 2017 consists of the following: Description Accrued interest due at March 31, 2018 March 31, 2018 December 31, 2017 Note payable - Director bearing interest at 12% per annum, unsecured, demand note. $ 28,878 $ 60,000 $ 60,000 Note payable - Officer bearing interest at 12% per annum, unsecured, demand note 14,542 61,050 61,050 Note payable – other bearing interest at 12% per annum, unsecured, demand note. 14,349 49,979 66,776 Total $ 57,769 $ 171,029 $ 187,826 |
Note 6 Short Term Notes Payable
Note 6 Short Term Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | Note 6 Short Term Notes Payable Description March 31, 2018 December 31, 2017 Demand note Perfectly Green Corp (1) $ 60,000 $ Merchant Note payable to Web Bank, borrowed 2-1-16, bearing interest at 23% per annum, unsecured. (2) Settled by negotiated payment in 2018 - 69,854 Merchant Note payable to Quarterspot Lending, borrowed 6-27-16, bearing interest at 31% per annum, unsecured. (3) Settled by negotiated payment in 2018 - 26,484 Veritas settlement of the Web Bank and Quarterspot notes 29,003 Total $ 99,003 $ 96,338 (1) On January 22, 2018 the Company borrowed $60,000 from Perfectly Green Corporation, a Texas corporation. The note bears interest at 3% per annum and is payable upon demand after 60 days’ notice which cannot be given until after May 31, 2018. (2) On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank. The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $44,061. On August 22, 2016, the Company ceased making payments on this loan and at December 31, 2017 the Company owed a settled negotiated amount of $69,854 in principal, accrued interest and settlement fees. This loan was personally guaranteed by an Officer of the Company. The Company has negotiated a payment and payoff arrangements for this debt. (3) On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan. As of December 31, 2017, the Company owed $26,484 in principal, accrued interest and settlement fees. This loan is not personally guaranteed by an Officer of the Company. Arrangements have been made for the final payment schedule on this loan. The negotiated settlement on the Quarterspot note was $8,650 plus fees. This note and the fees have been paid in full in the period ended March 31, 2018. The negotiated payment settlements on the loans described in Note 2 and 3 resulted in an obligation totaling $29,003 as of March 31, 2018 with respect to the WebBank loan, the Quarters pot loan and the Veritas settlement fees. The obligation requires ABCO to continue payments of $1,187 per week until the total paid reaches the sum of $29,003 with respect to the loans and fees. Quarterspot loan was paid in full so these payments apply only to WebBank and Veritas. These notes will be considered paid in full at the end of the negotiated settlement period if all such payments are made on a timely basis. |
Note 7 Long Term Debt
Note 7 Long Term Debt | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | Note 7 Long Term Debt The Company had no long term debt as of December 31, 2017 and none as of March 31, 2018. |
Note 8 Fair Value of Financial
Note 8 Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 8 Fair Value of Financial Instruments The following is the major category of liabilities measured at fair value on a recurring basis as of March 31, 2018, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): March 31, 2018 December 31, 2017 Derivative Liabilities from Convertible Notes (Level 3) $ 166,925 $ 178,013 |
Note 9 Stockholder's Equity
Note 9 Stockholder's Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 9 Stockholder’s Equity During the three-month period ended March 31, 2018 the Company sold but have not yet issued 25,316,667 shares of common stock and received or credited gross proceeds of $122,764. The expenses of offering totaled $70,225. The net proceeds of $52,539 were used for working capital, corporate expenses, legal fees and public company expenses. At March 31, 2018 and 2017 the Company had sold but unissued shares that are reflected in the balance sheet and included in total shares outstanding. Many shareholders have elected to wait for the issuance of restricted shares until the holding period has expired. The following table shows the issued and unissued shares at the end of the period. Description of shares March 31, 2018 Shares Full Value of unissued shares Par value of shares December 31, 2017 Shares Full value of unissued shares Par Value of shares Common shares sold and issued 161,459,560 $ $ 161,459 125,029,647 $ $ 125,030 Common shares sold and not yet issued 51,903,507 103,424 51,904 37,108,753 60,885 37,109 Total common shares 213,363,067 $ 103,424 $ 213,363 162,138,400 $ 60,885 $ 162,139 On January 17, 2018 the debt holder Blackbridge Capital Growth Fund, LLC converted $14,375 of their convertible debentures into 12,500,000 shares of common stock. This transaction resulted in an increase to paid in capital for derivative gains in the amount of $25,196 in addition to the reduction in the debt in the amount of $14,375. As of March 31, 2018, Blackbridge still held these shares. On February 2 and February 20, 2018 Crown Bridge Partners, LLC converted $11,865 of their convertible debentures into 13,408,000 shares of common stock. The Board of Directors of the Company has approved a reverse stock split of its common stock, at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split became effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace on January 13, 2017 (the “Effective Date”), whereupon the shares of common stock began trading on a split adjusted basis. On the Effective Date, the Company’s trading symbol was changed to “ABCED” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “ABCE”. In connection with the Reverse Stock Split, the Company’s CUSIP number will change to 00287V204. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share because of the Reverse Stock Split. As a result of the Reverse Stock Split the number of authorized shares of common stock was reduced to 50,000,000 from 500,000,000 shares. At a Special Meeting of Stockholders held on August 17, 2017, Company shareholders authorized an amendment to the Articles of Incorporation to increase the authorized capital to 1,000,000,000 common shares and 100,000,000 preferred shares. The Amendment was filed with the Nevada Secretary of State on August 17, 2017. On September 15, 2017, the Board of Directors authorized the issuance of an aggregate of 15,000,000 shares of Class B Convertible Preferred Stock [“Series B”] to both Directors of the Company and to two unaffiliated Consultants. Of the Series B, 6,000,000 shares were issued to Charles O’Dowd and 1,000,000 to Wayne Marx, the Directors. Each Consultant received 4,000,000 shares. See the Company’s Schedule 14C filed with the Commission on September 28, 2017. These shares have no market pricing and management assigned the value of $15,000 to the stock issue based on the par value of the preferred stock of $0.001. The 15,000,000 shares of Preferred Stock, each has 20 votes for each preferred share held by them at a record date. The holders of the Preferred are also entitled to own additional 150,000,000 common shares upon conversion of the Preferred Stock. As a result of owning of these shares of Common and Preferred Stock, the Control Shareholders will have voting control the Company. By Written Consent in lieu of a Meeting of Shareholders executed September 26, 2017, the holders of a majority of the voting power common stock and preferred stock of the Company adopted a further Amendment to the Articles of Incorporation increasing the authorized common stock from 1 Billion shares to 2 Billion shares The Certificate of amendment was filed with the Nevada Secretary of State on September 28, 2017. On November 8, 2017, the Company entered into a Consulting Agreement (“CA”) with Eurasian Capital, LLC [“Consultant”] which will provide institutional funding services and shareholder and third party sponsorship services for a six month term ending May 7, 2018. Consultant shall be paid a monthly retainer of $10,000 payable in ABCO restricted common stock based upon the 5 day average of the closing bid price commencing on the first day of each month during the effectiveness of the Consulting Agreement. The CA was terminated by the Company on March 29, 2018 for non-performance by Consultant. Consultant was issued 7,194,063 restricted shares for November and December 2017, of which 3,968,254 have been delivered to Consultant. No shares for January through the termination date were ever issued. A dispute has arisen with respect to the number of shares due Consultant as a result of the CA termination. The parties are currently involved in the mediation process required by the terms of the CA. No date has been set for the mediation hearing. |
Note 10 Convertible Debt and De
Note 10 Convertible Debt and Derivative Valuation | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 10 Convertible Debt and Derivative Valuation In accordance with the Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments, Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities require that instruments with embedded derivative features be valued at their market values. The Company hired a valuation consultant to value the Convertible Debentures for the derivative portion of the instruments. The Binomial model was used to value the derivative liability for the fiscal year ending December 31, 2017 and March 31, 2018. During the year ended December 31, 2017, the Company funded operations with borrowing on 2 additional convertible promissory notes and had another debenture due from 2016. This table presents the positions on the notes at March 31, 2018 and December 31, 2017. Holder Date of Loan Loan amount OID and discounts and fees Interest rate Conversions to shares Conversion Dollars Balance March 31, 2018 Balance December 31, 2017 Blackbridge Capital Growth Fund, LLC 11-2-16 $ 100,000 $ 0 7 % 15,000,000 $ 21,850 $ 78,150 $ 92,525 Crown Bridge Partners, LLC 1-11-17 $ 45,000 $ 5,000 5 % 17,198 $ 19,387 $ 25,613 $ 39,021 Power Up Lending Group, Ltd 11-11-17 $ 58,000 $ 3,000 8 % None None $ 58,000 $ 58,000 Total $ 203,000 $ 8,000 $ 161,763 $ 189,546 Debt discount on derivatives - 2,310 Net total debentures $ 161,763 $ 187,236 The Company had entered into Securities Purchase Agreement with Blackbridge Capital, LLC, a Delaware limited liability company [“SPA”], operating out of New York, New York (“Blackbridge”) on November 2, 2016 whereby Blackbridge has agreed to purchase up to $5,000,000 worth of shares of the Company’s common stock. The Company had agreed to file a Registration Statement to register such shares for sale to Blackbridge. In addition, the Company has issued [i] a convertible promissory note to Blackbridge pursuant to the Securities Purchase Agreement equal to $150,000 as a commitment fee (the “Blackbridge Note”), [ii] and designated that a portion of the $100,000 Convertible Note was to be used to cover the expenses to be incurred for the preparation and filing of the Registrati on s The balance on the $100,000 Blackbridge note was $78,150 at March 31, 2018. On March 13, 2017, the Company and Blackbridge, entered into an Agreement, effective as of March 1, 2017, terminating the SPA. The Registration Statement on Form S-1 filed by the Company pursuant to the SPA could not be processed because of technical issues raised by the SEC and was withdrawn on February 28, 2017. In addition, the Blackbridge Note issued by the Company as a commitment fee was declared null and void by agreement, effective March 1, 2017. On January 11, 2017, the Company issued a twelve (12) month $45,000 convertible promissory note to Crown Bridge Partners, LLC, (“Crown”), which bears interest at the rate of 5% per annum on the principal sum of the outstanding (“Crown Note”). The Company received net proceeds of $40,000 after deductions for expenses from the Crown Note which is convertible at any time after the six (6) month anniversary of the Note into shares of common stock as a conversion price equal to 52% of the lowest one (1) trade prices in the 20 trading days before the conversion date. During 2017 Crown converted $5,979 of their convertible debentures for 3,790,000 shares of common stock. On February 2 and February 20, 2018 Crown converted $11,865 of their convertible debentures into 13,408,000 shares of common stock. The balance of the note was $26,613 as of March 31, 2018. On October 13, 2017, the Company issued a nine (9) month $58,000 convertible promissory note to Power Up Lending Group, Ltd., (“Power Up”), which bears interest at the rate of 8% per annum on the principal sum of the outstanding (“Power Up Note”). The Company received net proceeds of $55,000 after deductions for expenses from the Power Up Note. The Power Up Note is convertible at any time after the six (6) month anniversary of the Note into shares of common stock as a conversion price equal to 58% of the lowest two (2) trade prices in the 15 trading days before the conversion date. The earliest conversion date was The Company determined that the conversion feature embedded within the Expenses Note is a financial derivative. The Generally Accepted Accounting Principles (GAAP) required that the Company’s embedded conversion option be accounted for at fair value. The following schedule shows the change in fair value of the derivative liabilities at March 31, 2018 and December 31, 2017: Description March 31, 2018 December 31, 2017 Purchase price of the three convertible debentures $ 203,000 $ 203,000 Valuation premium on notes during 2017 36,075 24,987 Balance of derivative liability net of discount on the two notes (See Consolidated Balance sheet liabilities) $ 166,925 $ 178,013 The Company recorded finance fees and interest on derivatives for the three months ended March 31, 2018 of $6,807. The Company measured and utilized quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (level 3) in applying valuation technology to derivative values for March 31, 2018 and December 31, 2017 and throughout the year. |
Note 11 Income Taxes
Note 11 Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 Income Taxes The company has net operating loss carryforwards as of March 31, 2018 totaling approximately $3,357,100. Accrued derivative liabilities of $1,040,166 and stock-based compensation from 2017 totaling $81,400 are assumed to be non-tax events. A deferred 21% tax benefit of approximately $704,991 has been offset by a valuation allowance of the same amount as its realization is not assured. Due to the current uncertainty of realizing the benefits of the tax NOL carry-forward, a valuation allowance equal to the tax benefits for the deferred taxes has not been established. The full realization of the tax benefit associated with the carry-forward depends predominately upon the Company’s ability to generate taxable income during future periods, which is not assured. The Company files tax returns in the USA only and is not subject to taxation in any foreign country. There are three open years for which the Internal Revenue Service can examine our tax returns so 2015, 2016 and 2017 are still open years. The NOL carryforward expires according to the following schedule: Year Ending December 31: Actual Total Loss (income) Less Derivative expense Less Stock Based Compensation Net Tax loss subject to carry over 2038 $ 6,827 71,689 - ( 64,862 ) 2037 599,936 $ 41,289 $ 81,400 $ 477,247, 2036 1,923,384 1,006,154 917,230 2035 214,823 214,823 2034 635,517 635,517 2033 622,474 622,474 2032 230,224 230,224 2031 182,908 182,908 2030 130,897 - 130,897 Totals $ 4, 546,990 $ 1, 119,132 $ 81,400 $ 3,346,458 |
Note 12 Subsequent Events
Note 12 Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 Subsequent Events During the period April 1, 2018 through May 11, 2018, the Company sold 34,500,000 shares of restricted common stock for gross proceeds of $172,435 and net proceeds of $74,716. During the period April 1, 2018 and May 18, 2018 Power Up Lending Group, LLC and Crown Bridge Partners, LLC converted $87,513 of their convertible debentures into 82,391,166 common shares. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include but are not limited to the estimated useful lives of equipment for purposes of depreciation and the valuation of common shares issued for services, equipment and the liquidation of liabilities. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company generates revenue from sales of solar products, LED lighting, installation services and leasing fees. During the three months ended March 31, 2018 and 2017, the company had product sales as follows: Sales Product and Services Description 2018 2017 Solar PV residential and commercial sales $ 447,523 86 % $ 163,506 76 % Energy efficient lighting & other income 74,522 13 % 49,066 23 % Interest Income 250 1 % 234 1 % Total revenue $ 522 295 100 % $ 212,806 100 % The Company recognizes product revenue, net of sales discounts, returns and allowances. These statements establish that revenue can be recognized when persuasive evidence of an arrangement exists, delivery has occurred, and all significant contractual obligations have been satisfied, the fee is fixed or determinable, and collection is considered probable. Our revenue recognition is recorded on the percentage of completion method for sales and installation revenue and on the accrual basis for fees and interest income. We recognize and record income when the customer has a legal obligation to pay. All our revenue streams are acknowledged by written contracts for any of the revenue we record. There are no differences between major classes of customers or customized orders. We record discounts, product returns, rebates and other related accounting issues in the normal business manner and experience very small number of adjustments to our written contractual sales. There are no post-delivery obligations because warranties are maintained by our suppliers. Our lease fees are earned by providing services to contractors for financing of solar systems. Normally we will acquire the promissory note (lease) on a leased system that will provide cash flow for up to 20 years. Interest is recorded on the books when earned on amortized leases. |
Earnings Per Share, Policy [Policy Text Block] | Income (Loss) per Share Basic earnings per share amounts are calculated based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is based on the weighted average numbers of shares of common stock outstanding for the periods, including dilutive effects of stock options, warrants granted and convertible preferred stock. Dilutive options and warrants that are issued during a period or that expire or are canceled during a period are reflected in the computations for the time they were outstanding during the periods being reported. Since ABCO has incurred losses for all periods except the current period, the impact of the common stock equivalents would be anti-dilutive and therefore are not included in the calculation. In addition, there are no common stock equivalents outstanding at the time of this report. |
New Accounting Pronouncements, Policy [Policy Text Block] | Effects of Recently Issued Accounting Pronouncements The Company has reviewed all recently issued accounting pronouncements noting that they do not affect the financial statements. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale date of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their fair values because of the current nature of these instruments. Debt approximates fair value based on interest rates available for similar financial arrangements. Derivative liabilities which have been bifurcated from host convertible debt agreements are presented at fair value. |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments – This is Level 3 Fair value accounting requires bifurcation of embedded derivative instruments such as convertible features in convertible debts or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the binomial option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments, such as warrants, are also valued using the binomial option-pricing model. |
Note 2 Summary of Significant19
Note 2 Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Revenue from External Customers by Products and Services [Table Text Block] | During the three months ended March 31, 2018 and 2017, the company had product sales as follows: Sales Product and Services Description 2018 2017 Solar PV residential and commercial sales $ 447,523 86 % $ 163,506 76 % Energy efficient lighting & other income 74,522 13 % 49,066 23 % Interest Income 250 1 % 234 1 % Total revenue $ 522 295 100 % $ 212,806 100 % |
Note 5 Note Payable - Officer20
Note 5 Note Payable - Officers, Directors and Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Related party notes payable and accrued interest as of March 31, 2018and December 31, 2017 consists of the following: Description Accrued interest due at March 31, 2018 March 31, 2018 December 31, 2017 Note payable - Director bearing interest at 12% per annum, unsecured, demand note. $ 28,878 $ 60,000 $ 60,000 Note payable - Officer bearing interest at 12% per annum, unsecured, demand note 14,542 61,050 61,050 Note payable – other bearing interest at 12% per annum, unsecured, demand note. 14,349 49,979 66,776 Total $ 57,769 $ 171,029 $ 187,826 |
Note 6 Short Term Notes Payab21
Note 6 Short Term Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | Description March 31, 2018 December 31, 2017 Demand note Perfectly Green Corp (1) $ 60,000 $ Merchant Note payable to Web Bank, borrowed 2-1-16, bearing interest at 23% per annum, unsecured. (2) Settled by negotiated payment in 2018 - 69,854 Merchant Note payable to Quarterspot Lending, borrowed 6-27-16, bearing interest at 31% per annum, unsecured. (3) Settled by negotiated payment in 2018 - 26,484 Veritas settlement of the Web Bank and Quarterspot notes 29,003 Total $ 99,003 $ 96,338 (1) On January 22, 2018 the Company borrowed $60,000 from Perfectly Green Corporation, a Texas corporation. The note bears interest at 3% per annum and is payable upon demand after 60 days’ notice which cannot be given until after May 31, 2018. (2) On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank. The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $44,061. On August 22, 2016, the Company ceased making payments on this loan and at December 31, 2017 the Company owed a settled negotiated amount of $69,854 in principal, accrued interest and settlement fees. This loan was personally guaranteed by an Officer of the Company. The Company has negotiated a payment and payoff arrangements for this debt. (3) On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan. As of December 31, 2017, the Company owed $26,484 in principal, accrued interest and settlement fees. This loan is not personally guaranteed by an Officer of the Company. Arrangements have been made for the final payment schedule on this loan. The negotiated settlement on the Quarterspot note was $8,650 plus fees. This note and the fees have been paid in full in the period ended March 31, 2018. |
Note 8 Fair Value of Financia22
Note 8 Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following is the major category of liabilities measured at fair value on a recurring basis as of March 31, 2018, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): March 31, 2018 December 31, 2017 Derivative Liabilities from Convertible Notes (Level 3) $ 166,925 $ 178,013 |
Note 9 Stockholder's Equity (Ta
Note 9 Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class [Table Text Block] | The following table shows the issued and unissued shares at the end of the period. Description of shares March 31, 2018 Shares Full Value of unissued shares Par value of shares December 31, 2017 Shares Full value of unissued shares Par Value of shares Common shares sold and issued 161,459,560 $ $ 161,459 125,029,647 $ $ 125,030 Common shares sold and not yet issued 51,903,507 103,424 51,904 37,108,753 60,885 37,109 Total common shares 213,363,067 $ 103,424 $ 213,363 162,138,400 $ 60,885 $ 162,139 |
Note 10 Convertible Debt and 24
Note 10 Convertible Debt and Derivative Valuation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | This table presents the positions on the notes at March 31, 2018 and December 31, 2017 Holder Date of Loan Loan amount OID and discounts and fees Interest rate Conversions to shares Conversion Dollars Balance March 31, 2018 Balance December 31, 2017 Blackbridge Capital Growth Fund, LLC 11-2-16 $ 100,000 $ 0 7 % 15,000,000 $ 21,850 $ 78,150 $ 92,525 Crown Bridge Partners, LLC 1-11-17 $ 45,000 $ 5,000 5 % 17,198 $ 19,387 $ 25,613 $ 39,021 Power Up Lending Group, Ltd 11-11-17 $ 58,000 $ 3,000 8 % None None $ 58,000 $ 58,000 Total $ 203,000 $ 8,000 $ 161,763 $ 189,546 Debt discount on derivatives - 2,310 Net total debentures $ 161,763 $ 187,236 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following schedule shows the change in fair value of the derivative liabilities at March 31, 2018 and December 31, 2017: Description March 31, 2018 December 31, 2017 Purchase price of the three convertible debentures $ 203,000 $ 203,000 Valuation premium on notes during 2017 36,075 24,987 Balance of derivative liability net of discount on the two notes (See Consolidated Balance sheet liabilities) $ 166,925 $ 178,013 |
Note 11 Income Taxes (Tables)
Note 11 Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Operating Loss Carryforwards [Table Text Block] | The NOL carryforward expires according to the following schedule: Year Ending December 31: Actual Total Loss (income) Less Derivative expense Less Stock Based Compensation Net Tax loss subject to carry over 2038 $ 6,827 71,689 - ( 64,862 ) 2037 599,936 $ 41,289 $ 81,400 $ 477,247, 2036 1,923,384 1,006,154 917,230 2035 214,823 214,823 2034 635,517 635,517 2033 622,474 622,474 2032 230,224 230,224 2031 182,908 182,908 2030 130,897 - 130,897 Totals $ 4, 546,990 $ 1, 119,132 $ 81,400 $ 3,346,458 |
Note 2 Summary of Signific
Note 2 Summary of Significant Accounting Policies (Details) - Revenue from External Customers by Products and Services - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 522,295 | $ 212,806 |
Revenues, Percentage | 100.00% | 100.00% |
Interest Income [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 250 | $ 234 |
Revenues, Percentage | 1.00% | 1.00% |
Solar Pv Residential and Commercial Sales [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 447,523 | $ 163,506 |
Revenues, Percentage | 86.00% | 76.00% |
Energy Efficient Lighting & Other Income [Member] | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 74,522 | $ 49,066 |
Revenues, Percentage | 13.00% | 23.00% |
Note 3 Going Concern (Details)
Note 3 Going Concern (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (4,546,990) | $ (4,540,163) |
Note 4 Inventory (Details)
Note 4 Inventory (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Inventory, Net | $ 38,156 | $ 38,127 |
Note 5 Note Payable - Officer29
Note 5 Note Payable - Officers, Directors and Related Parties (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 171,029 | $ 187,826 | |
Interest Expense, Related Party | 5,060 | $ 5,447 | |
Director [Member] | |||
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 60,000 | $ 60,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Notes Payable, Other Payables [Member] | |||
Note 5 Note Payable - Officers, Directors and Related Parties (Details) [Line Items] | |||
Notes Payable, Related Parties, Current | $ 49,978 |
Note 5 Note Payable - Offi
Note 5 Note Payable - Officers, Directors and Related Parties (Details) - Schedule of Related Party Debt - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Note payable | $ 171,029 | $ 187,826 |
Director [Member] | ||
Related Party Transaction [Line Items] | ||
Note payable | 60,000 | 60,000 |
Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Note payable | 61,050 | 61,050 |
Other Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Note payable | 49,979 | $ 66,776 |
Interest Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Note payable | 57,769 | |
Interest Expense [Member] | Director [Member] | ||
Related Party Transaction [Line Items] | ||
Note payable | 28,878 | |
Interest Expense [Member] | Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Note payable | 14,542 | |
Interest Expense [Member] | Other Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Note payable | $ 14,349 |
Note 5 Note Payable - Of31
Note 5 Note Payable - Officers, Directors and Related Parties (Details) - Schedule of Related Party Debt (Parentheticals) | Mar. 31, 2018 |
Director [Member] | |
Related Party Transaction [Line Items] | |
Interest | 12.00% |
Officer [Member] | |
Related Party Transaction [Line Items] | |
Interest | 12.00% |
Other Related Party [Member] | |
Related Party Transaction [Line Items] | |
Interest | 12.00% |
Interest Expense [Member] | Director [Member] | |
Related Party Transaction [Line Items] | |
Interest | 12.00% |
Interest Expense [Member] | Officer [Member] | |
Related Party Transaction [Line Items] | |
Interest | 12.00% |
Interest Expense [Member] | Other Related Party [Member] | |
Related Party Transaction [Line Items] | |
Interest | 12.00% |
Note 6 Short Term Notes Payab32
Note 6 Short Term Notes Payable (Details) - USD ($) | Jan. 22, 2018 | Jul. 12, 2016 | Feb. 01, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 28, 2016 |
Note 6 Short Term Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 203,000 | |||||
Perfectly Green Corporation [Member] | ||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 60,000 | |||||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 3.00% | |||||
Short-term Debt, Description | 60 days | |||||
Merchant Note Payable #1 [Member] | Notes Payable to Banks [Member] | ||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 150,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 23.00% | |||||
Debt Instrument, Maturity Date, Description | March of 2017 | |||||
Repayments of Debt | $ 44,061 | |||||
Principal Balance Outstanding | $ 69,854 | |||||
Merchant Note Payable #2 [Member] | Notes Payable to Banks [Member] | ||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 43,500 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 31.00% | |||||
Repayments of Debt | 8,650 | |||||
Principal Balance Outstanding | $ 26,484 | |||||
Premier Capital Funding, LLC [Member] | ||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | ||||||
Debt Instrument, Maturity Date, Description | September of 2017 | |||||
Webbank Loan, the Quarters Pot Loan and the Veritas Settlement Fees [Member] | ||||||
Note 6 Short Term Notes Payable (Details) [Line Items] | ||||||
Short-term Bank Loans and Notes Payable | 29,003 | |||||
Debt Instrument, Periodic Payment | $ 1,187 | |||||
Debt Instrument, Frequency of Periodic Payment | per week |
Note 6 Short Term Notes Pa
Note 6 Short Term Notes Payable (Details) - Schedule of Short-term Debt - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | |
Short-term Debt [Line Items] | |||
Note payable | $ 99,003 | $ 96,338 | |
Perfectly Green Corporation [Member] | Loans Payable [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | [1] | 60,000 | |
Web Bank [Member] | Loans Payable [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | [2] | 0 | 69,854 |
Quarterspot Lending [Member] | Loans Payable [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | [3] | 0 | $ 26,484 |
Veritas Legal Plan [Member] | |||
Short-term Debt [Line Items] | |||
Note payable | $ 29,003 | ||
[1] | On January 22, 2018 the Company borrowed $60,000 from Perfectly Green Corporation, a Texas corporation. The note bears interest at 3% per annum and is payable upon demand after 60 days' notice which cannot be given until after May 31, 2018. | ||
[2] | On February 1, 2016, the Company financed operations with a loan in the amount of $150,000 from WebBank. The note is an open credit line with interest rate of 23% maturing in March of 2017. A portion of the loan was used to pay off a credit loan from Orchard Street Funding in the amount of $44,061. On August 22, 2016, the Company ceased making payments on this loan and at December 31, 2017 the Company owed a settled negotiated amount of $69,854 in principal, accrued interest and settlement fees. This loan was personally guaranteed by an Officer of the Company. The Company has negotiated a payment and payoff arrangements for this debt. | ||
[3] | On June 28, 2016, the Company financed operations with a loan in the amount of $43,500 from Quarterspot, a lending institution. The note is an open line with interest rate of approximately 31% maturing in September of 2017. On August 22, 2016, the Company ceased making payments on this loan. As of December 31, 2017, the Company owed $26,484 in principal, accrued interest and settlement fees. This loan is not personally guaranteed by an Officer of the Company. Arrangements have been made for the final payment schedule on this loan. The negotiated settlement on the Quarterspot note was $8,650 plus fees. This note and the fees have been paid in full in the period ended March 31, 2018. |
Note 6 Short Term Notes 34
Note 6 Short Term Notes Payable (Details) - Schedule of Short-term Debt (Parentheticals) - Loans Payable [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Web Bank [Member] | ||
Short-term Debt [Line Items] | ||
Borrowed | Feb. 1, 2016 | Feb. 1, 2016 |
Interest | 23.00% | 23.00% |
Quarterspot Lending [Member] | ||
Short-term Debt [Line Items] | ||
Borrowed | Jun. 27, 2016 | Jun. 27, 2016 |
Interest | 31.00% | 31.00% |
Note 8 Fair Value of Finan
Note 8 Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on a Recurring Basis - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Note 8 Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on a Recurring Basis [Line Items] | ||
Derivative Liabilities from Convertible Notes (Level 3) | $ 166,925 | $ 178,013 |
Fair Value, Measurements, Recurring [Member] | Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Note 8 Fair Value of Financial Instruments (Details) - Schedule of Fair Value, Liabilities Measured on a Recurring Basis [Line Items] | ||
Derivative Liabilities from Convertible Notes (Level 3) | $ 166,925 | $ 178,013 |
Note 9 Stockholder's Equity (De
Note 9 Stockholder's Equity (Details) | Mar. 29, 2018shares | Jan. 17, 2018USD ($)shares | Nov. 08, 2017USD ($) | Sep. 15, 2017USD ($)$ / sharesshares | Jan. 13, 2017shares | Feb. 20, 2018USD ($)shares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 28, 2017shares | Aug. 17, 2017shares |
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 25,316,667 | ||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 122,764 | ||||||||||
Payments of Stock Issuance Costs (in Dollars) | $ | 70,225 | ||||||||||
Proceeds from sale of common stock, net of issuance costs (in Dollars) | $ | $ 50,586 | $ 64,868 | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 | ||||||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 1,000,000,000 | |||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Number on Consultants | 2 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock, Conversion Basis | The holders of the Preferred are also entitled to own additional 150,000,000 common shares upon conversion of the Preferred Stock. | ||||||||||
Consulting Agreement, Term | 6 years | ||||||||||
Consulting Agreement, Monthly Retainer (in Dollars) | $ | $ 10,000 | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 7,194,063 | ||||||||||
Blackbridge Capital Growth Fund, LLC [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 14,375 | $ 21,850 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,500,000 | 15,000,000 | |||||||||
Debt Instrument, Increase (Decrease), Net (in Dollars) | $ | $ (14,375) | ||||||||||
Crown Bridge Partners, LLC [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 11,865 | $ 19,387 | $ 5,979 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 13,408,000 | 17,198,000 | 3,790,000 | ||||||||
Convertible Debt Securities [Member] | Blackbridge Capital Growth Fund, LLC [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Derivative, Gain on Derivative (in Dollars) | $ | $ 25,196 | ||||||||||
Post Reverse Split [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Common Stock, Shares Authorized | 50,000,000 | ||||||||||
Pre Reverse Split [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Common Stock, Shares Authorized | 500,000,000 | ||||||||||
Delivered to Consultant [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 3,968,254 | ||||||||||
Convertible Preferred Stock [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 15,000,000 | ||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 15,000 | ||||||||||
Preferred Stock, Voting Rights | each has 20 votes for each preferred share held by them at a record | ||||||||||
Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | ||||||||||
Convertible Preferred Stock [Member] | Director [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||||||||
Convertible Preferred Stock [Member] | Each Consultant [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | ||||||||||
Equity Incentive Plan [Member] | |||||||||||
Note 9 Stockholder's Equity (Details) [Line Items] | |||||||||||
Proceeds from sale of common stock, net of issuance costs (in Dollars) | $ | $ 52,539 |
Note 9 Stockholder's Equit
Note 9 Stockholder's Equity (Details) - Schedule of Stock by Issued and Unissued Shares of Common Stock - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of Stock by Issued and Unissued Shares of Common Stock [Abstract] | ||
Common shares sold and issued (in Shares) | 161,459,560 | 125,029,647 |
Common shares sold and issued | $ 161,459 | $ 125,030 |
Common shares sold and not yet issued (in Shares) | 51,903,507 | 37,108,753 |
Common shares sold and not yet issued | $ 103,424 | $ 60,885 |
Common shares sold and not yet issued | $ 51,904 | $ 37,109 |
Total common shares (in Shares) | 213,363,067 | 162,138,400 |
Total common shares | $ 103,424 | $ 60,885 |
Total common shares | $ 213,363 | $ 162,139 |
Note 10 Convertible Debt and 38
Note 10 Convertible Debt and Derivative Valuation (Details) | Feb. 20, 2018USD ($) | Jan. 17, 2018USD ($)shares | Jan. 11, 2017USD ($) | Feb. 20, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Nov. 02, 2016USD ($)shares |
Note 10 Convertible Debt and Derivative Valuation (Details) [Line Items] | |||||||
Number of Convertible Notes | 2 | ||||||
Common Stock Issuable, Shares (in Shares) | shares | 51,903,507 | 37,108,753 | |||||
Debt Instrument, Face Amount | $ 203,000 | ||||||
Notes Payable | 161,763 | $ 189,546 | |||||
Derivatives, Finance Fees and Interest | 6,807 | ||||||
Blackbridge Capital Growth Fund, LLC [Member] | |||||||
Note 10 Convertible Debt and Derivative Valuation (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | 100,000 | ||||||
Notes Payable | $ 78,150 | 92,525 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | ||||||
Debt Conversion, Original Debt, Amount | $ 14,375 | $ 21,850 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 12,500,000 | 15,000,000 | |||||
Blackbridge Capital Growth Fund, LLC [Member] | Loans Payable [Member] | |||||||
Note 10 Convertible Debt and Derivative Valuation (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||
Crown Bridge Partners, LLC [Member] | |||||||
Note 10 Convertible Debt and Derivative Valuation (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 45,000 | $ 45,000 | |||||
Notes Payable | $ 26,613 | $ 26,613 | $ 25,613 | 39,021 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||||
Proceeds from Issuance of Debt | $ 40,000 | ||||||
Debt Conversion, Description | any time after the six (6) month anniversary of the Note into shares of common stock as a conversion price equal to 52% of the lowest one (1) trade prices in the 20 trading days before the conversion date | ||||||
Debt Conversion, Original Debt, Amount | $ 11,865 | $ 19,387 | $ 5,979 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 13,408,000 | 17,198,000 | 3,790,000 | ||||
Power Up Lending Group, LLC [Member] | |||||||
Note 10 Convertible Debt and Derivative Valuation (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 58,000 | $ 58,000 | $ 58,000 | ||||
Notes Payable | $ 58,000 | $ 58,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||
Proceeds from Issuance of Debt | $ 55,000 | ||||||
Debt Conversion, Description | any time after the six (6) month anniversary of the Note into shares of common stock as a conversion price equal to 58% of the lowest two (2) trade prices in the 15 trading days before the conversion date | ||||||
Debt Conversion, Original Debt, Amount | $ 0 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 0 | ||||||
Blackbridge Capital Growth Fund, LLC [Member] | |||||||
Note 10 Convertible Debt and Derivative Valuation (Details) [Line Items] | |||||||
Common Stock Issuable, Shares (in Shares) | shares | 5,000,000 | ||||||
Be Used to Cover Expenses Note [Member] | Blackbridge Capital Growth Fund, LLC [Member] | Loans Payable [Member] | |||||||
Note 10 Convertible Debt and Derivative Valuation (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||
Notes Payable | $ 78,150 |
Note 10 Convertible Debt an
Note 10 Convertible Debt and Derivative Valuation (Details) - Convertible Debt - USD ($) | Jan. 17, 2018 | Feb. 20, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jan. 11, 2017 |
Note 10 Convertible Debt and Derivative Valuation (Details) - Convertible Debt [Line Items] | |||||
Loan amount | $ 203,000 | ||||
OID and discounts and fees | 8,000 | ||||
Balance | 161,763 | $ 189,546 | |||
Debt discount on derivatives | 0 | 2,310 | |||
Net total debentures | 161,763 | 187,236 | |||
Blackbridge Capital Growth Fund, LLC [Member] | |||||
Note 10 Convertible Debt and Derivative Valuation (Details) - Convertible Debt [Line Items] | |||||
Loan amount | 100,000 | ||||
OID and discounts and fees | $ 0 | ||||
Interest rate | 7.00% | ||||
Conversions to shares (in Shares) | 12,500,000 | 15,000,000 | |||
Conversion Dollars | $ 14,375 | $ 21,850 | |||
Balance | 78,150 | $ 92,525 | |||
Crown Bridge Partners, LLC [Member] | |||||
Note 10 Convertible Debt and Derivative Valuation (Details) - Convertible Debt [Line Items] | |||||
Loan amount | 45,000 | $ 45,000 | |||
OID and discounts and fees | $ 5,000 | ||||
Interest rate | 5.00% | 5.00% | |||
Conversions to shares (in Shares) | 13,408,000 | 17,198,000 | 3,790,000 | ||
Conversion Dollars | $ 11,865 | $ 19,387 | $ 5,979 | ||
Balance | 26,613 | 25,613 | 39,021 | ||
Power Up Lending Group, LLC [Member] | |||||
Note 10 Convertible Debt and Derivative Valuation (Details) - Convertible Debt [Line Items] | |||||
Loan amount | $ 58,000 | 58,000 | |||
OID and discounts and fees | $ 3,000 | ||||
Interest rate | 8.00% | 8.00% | |||
Conversions to shares (in Shares) | 0 | ||||
Conversion Dollars | $ 0 | ||||
Balance | $ 58,000 | $ 58,000 |
Note 10 Convertible Debt 40
Note 10 Convertible Debt and Derivative Valuation (Details) - Schedule of Change in Fair Value of the Derivative Liabilities - Embedded Derivative Financial Instruments [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Note 10 Convertible Debt and Derivative Valuation (Details) - Schedule of Change in Fair Value of the Derivative Liabilities [Line Items] | ||
Purchase price of the three convertible debentures | $ 203,000 | $ 203,000 |
Valuation premium on notes during 2017 | 36,075 | 24,987 |
Balance of derivative liability net of discount on the two notes (See Consolidated Balance sheet liabilities) | $ 166,925 | $ 178,013 |
Note 11 Income Taxes (Details)
Note 11 Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 3,357,100 | |
Derivative Liability | 1,119,132 | $ 1,040,166 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | $ 81,400 | $ 81,400 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 21.00% | |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 704,991 |
Note 11 Income Taxes (Details
Note 11 Income Taxes (Details) - Schedule of Operating Loss Carryforwards - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | $ 4,546,990 | |
Less Derivative expense | 1,119,132 | $ 1,040,166 |
Less Stock Based Compensation | 81,400 | $ 81,400 |
Net Tax loss subject to carry over | 3,346,458 | |
Year Ending December 31, 2038 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 6,827 | |
Less Derivative expense | 71,689 | |
Net Tax loss subject to carry over | (64,862) | |
Year Ending December 31, 2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 599,936 | |
Less Derivative expense | 41,289 | |
Less Stock Based Compensation | 81,400 | |
Net Tax loss subject to carry over | 477,247 | |
Year Ending December 31, 2036 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 1,923,384 | |
Less Derivative expense | 1,006,154 | |
Net Tax loss subject to carry over | 917,230 | |
Year Ending December 31, 2035 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 214,823 | |
Net Tax loss subject to carry over | 214,823 | |
Year Ending December 31, 2034 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 635,517 | |
Net Tax loss subject to carry over | 635,517 | |
Year Ending December 31, 2033 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 622,474 | |
Net Tax loss subject to carry over | 622,474 | |
Year Ending December 31, 2032 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 230,224 | |
Net Tax loss subject to carry over | 230,224 | |
Year Ending December 31, 2031 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 182,908 | |
Net Tax loss subject to carry over | 182,908 | |
Year Ending December 31, 2030 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Actual Total Loss (income) | 130,897 | |
Net Tax loss subject to carry over | $ 130,897 |
Note 12 Subsequent Events (Deta
Note 12 Subsequent Events (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended |
May 11, 2018 | May 18, 2018 | Mar. 31, 2018 | |
Note 12 Subsequent Events (Details) [Line Items] | |||
Stock Issued During Period, Shares, New Issues (in Shares) | 25,316,667 | ||
Proceeds from Issuance or Sale of Equity | $ 122,764 | ||
Subsequent Event [Member] | Restricted Stock [Member] | |||
Note 12 Subsequent Events (Details) [Line Items] | |||
Stock Issued During Period, Shares, New Issues (in Shares) | 34,500,000 | ||
Proceeds from Issuance of Common Stock, Gross | $ 172,435 | ||
Proceeds from Issuance or Sale of Equity | $ 74,716 | ||
Subsequent Event [Member] | Power Up Lending Group, LLC and Crown Bridge Partners, LLC [Member] | |||
Note 12 Subsequent Events (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 87,513 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 82,391,166 |