QSAM Biosciences (QSAM) 10-K 9 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 09, 2018	Mar. 31, 2018
Document And Entity Information
Entity Registrant Name	Q2Earth Inc.
Entity Central Index Key	1,310,527
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 1,749,053
Entity Common Stock, Shares Outstanding		48,384,009
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash	$ 298,673	$ 3,330
Prepaid expenses	5,833	8,753
TOTAL CURRENT ASSETS	304,506	12,083
PROPERTY AND EQUIPMENT, NET	553	6,732
OTHER ASSETS
Licensing rights in Cyclone, net		69,271
TOTAL OTHER ASSETS		69,271
TOTAL ASSETS	305,059	88,086
CURRENT LIABILITIES
Accounts payable and accrued expenses	111,396	798,444
Debentures	165,000	165,000
Deferred revenue and license deposits	10,064	310,064
Notes payable		183,000
Notes payable - related parties		107,567
Derivative liabilities		213,042
Capitalized lease obligations-current portion		1,586
TOTAL CURRENT LIABILITIES	286,460	1,778,703
Convertible bridge notes, at fair value	3,270,000
TOTAL LIABILITIES	3,556,460	1,778,703
Redeemable convertible preferred stock - Series A; $0.0001 par value, 1,500 shares designated Series A, 600 shares issued and outstanding (liquidation preference of $671,836)	670,773	513,729
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.0001 par value, 100,000,000 shares authorized, 48,384,009 and 29,645,814 shares issued and outstanding at December 31, 2017 and 2016, respectively	4,838	2,964
Additional paid-in capital	6,046,749	4,659,579
Subscription receivable	(3,787)	(3,787)
Accumulated deficit	(9,969,974)	(6,863,102)
TOTAL STOCKHOLDERS’ DEFICIT	(3,922,174)	(2,204,346)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 305,059	$ 88,086

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Series A redeemable convertible preferred stock par value	$ 0.0001	$ 0.0001
Series A redeemable convertible preferred stock, shares designated	1,500	1,500
Series A redeemable convertible preferred stock, shares issued	600	600
Series A redeemable convertible preferred stock, shares outstanding	600	600
Series A redeemable convertible preferred stock, liquidation preference	$ 671,836	$ 671,836
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	48,384,009	29,645,814
Common stock, shares outstanding	48,384,009	29,645,814

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
REVENUES	$ 74,759	$ 40,000
COST OF REVENUES	63,297	7,172
Gross profit	11,462	32,828
EXPENSES
Payroll	265,473	583,949
Professional fees	876,372	988,848
Research and development		352,583
Selling, general and administrative	194,735	154,758
Total Expenses	1,336,580	2,080,138
LOSS FROM OPERATIONS	(1,325,118)	(2,047,310)
OTHER INCOME (EXPENSES)
Financing costs, including interest	(345,428)	(226,728)
Gain (loss) on extinguishment of liabilities	456,720	(31,696)
Acquisition transaction costs	(250,000)
Change in fair value of convertible bridge notes	(1,254,379)
Change in fair value of derivative liabilities		808,011
Total Other Income (Expenses)	(1,393,087)	549,587
LOSS BEFORE INCOME TAXES	(2,718,205)	(1,497,723)
INCOME TAXES
NET LOSS	(2,718,205)	(1,497,723)
PREFERRED STOCK
Series A convertible contractual dividends	(31,890)	(35,918)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (2,750,095)	$ (1,533,641)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS - BASIC AND DILUTED	$ (0.06)	$ (0.05)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	46,662,469	28,437,204

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury [Member]	Prepaid Expenses with Common [Member]	Subscription [Member]	Accumulated [Member]	Total
Balance at Dec. 31, 2015		$ 2,662	$ 3,106,369	$ (150,000)	$ (135,321)	$ (3,787)	$ (5,365,379)	$ (2,545,456)
Balance, shares at Dec. 31, 2015		26,624,227
Adjustment to reconcile shares outstanding with independent transfer agent		$ (1)	1
Adjustment to reconcile shares outstanding with independent transfer agent, shares		(5,617)
Amortization of shares purchased in Rights Offering and paid via salary deductions					9,692			9,692
Amortization of stock option grants and restricted stock units			665,680					665,680
Series A, preferred stock contractual dividends			(35,918)					(35,918)
Issuance of restricted shares for employee services		$ 45	116,955					117,000
Issuance of restricted shares for employee services, shares		450,000
Settlement of accounts payable with common stock		$ 19	49,840					49,859
Settlement of accounts payable with common stock, shares		187,919
Conversion of debentures to common stock		$ 129	270,621					270,750
Conversion of debentures to common stock, shares		1,289,285
Reclassification of derivative liabilities to additional paid in capital at conversion of debentures			125,975					125,975
Vesting of shares for Greenblock consulting agreement			97,500		(97,500)
Amortization of Greenblock agreement			21,666		223,129			244,795
Issuance of shares for note payable issuance costs		$ 10	25,990					26,000
Issuance of shares for note payable issuance costs, shares		100,000
Settlement of related party obligation for treasury shares - Cyclone				150,000				150,000
Settlement of accounts payable with common stock and software, property and equipment		$ 5	10,495					10,500
Settlement of accounts payable with common stock and software, property and equipment, shares		50,000
Sales of common stock		$ 75	157,425					157,500
Sales of common stock, shares		750,000
Issuance of restricted shares for outside services		$ 20	46,980					47,000
Issuance of restricted shares for outside services, shares		200,000
Forgiveness of deferred salary by officer
Net loss							(1,497,723)	(1,497,723)
Balance at Dec. 31, 2016		$ 2,964	4,659,579			(3,787)	(6,863,102)	(2,204,346)
Balance, shares at Dec. 31, 2016		29,645,814
Series A, preferred stock contractual dividends			(31,890)					(31,890)
Settlement of related party obligation for treasury shares - Cyclone
Sales of common stock								$ 470,279
Sales of common stock, shares								18,738,195
Amortization of stock option and warrant grants			236,149					$ 236,149
Issuance of restricted stock to senior management		$ 1,500	(1,500)
Issuance of restricted stock to senior management, shares		15,000,000
Issuance of stock to settle accounts payable and accrued expenses		$ 174	260,505					260,679
Issuance of stock to settle accounts payable and accrued expenses, shares		1,738,195
Forgiveness of deferred salary by officer			112,797					112,797
Issuance of stock to consultants for services		$ 200	209,400					209,600
Issuance of stock to consultants for services, shares		2,000,000
Reclassification of derivative liabilities upon adoption of ASU 2017-11			601,709				(388,777)	213,042
Net loss							(2,718,205)	(2,718,205)
Balance at Dec. 31, 2017		$ 4,838	$ 6,046,749			$ (3,787)	$ (9,969,974)	$ (3,922,174)
Balance, shares at Dec. 31, 2017		48,384,009

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,718,205)	$ (1,497,723)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	23,127	71,270
Restricted shares issued for outside services	209,600	68,667
Restricted shares issued for employee services		117,000
Amortization of stock option grants and restricted stock unit grants	236,149	665,680
Amortization of prepaid expenses via common stock		232,821
Change in fair value of derivative liabilities		(808,011)
Change in fair value of convertible bridge notes	1,254,379
Amortization of preferred stock discount	125,154	137,585
Amortization of debt issuance costs	3,750	42,758
Paid-in-kind interest - convertible bridge notes	184,963
(Gain) loss on extinguishment of liabilities	(456,720)	31,696
Changes in operating assets and liabilities
Decrease in prepaid expenses	2,920	15,580
(Decrease) increase in accounts payable and accrued expenses	(72,274)	355,839
Increase in deferred revenue and license deposits		50,000
Net cash used in operating activities	(1,207,157)	(516,838)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment		(4,013)
Net cash used in investing activities		(4,013)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of capitalized leases	(600)	(8,140)
Proceeds from notes payable, net of issuance costs		173,709
Proceeds from notes payable - related parties, net of issuance costs	18,100	100,100
Repayments of notes payable	(150,000)
Proceeds from convertible bridge notes, net of issuance costs	1,635,000
Proceeds from sale of redeemable preferred stock and common stock warrant		100,000
Proceeds from sales of common stock		157,500
Net cash provided by financing activities	1,502,500	523,169
NET INCREASE IN CASH	295,343	2,318
CASH - Beginning of period	3,330	1,012
CASH - End of period	298,673	3,330
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Payment of interest in cash	60,309	20,458
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Forgiveness of deferred salary by officer	112,797
Conversion of payables, accrued interest, notes payable and notes payable - related parties to debentures	191,908
Settlement of accounts payable and accrued expenses to 1,738,195 shares of common stock	260,679
Reclassification of derivative liabilities to equity upon adoption of ASU 2017-11	213,042
Settlement of accounts payable with property, equipment and licensing rights in Cyclone	147,500
Accrual of contractual dividends on Series A convertible preferred stock	31,890	35,918
Conversion of debentures to 1,289,285 shares of common stock		270,750
Reclassification of derivative liabilities to additional paid in capital at conversion of debentures		125,975
Issuance of 100,000 shares of common stock for note payable issuance costs		26,000
Settlement of accounts payable to 187,919 shares of common stock		49,859
Settlement of accounts payable with software, property and equipment and 50,000 shares of stock		49,299
Settlement of related party obligation for treasury shares - Cyclone		$ 150,000

Consolidated Statements of Cas7

Consolidated Statements of Cash Flows (Parenthetical) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Statement of Cash Flows [Abstract]
Common stock shares issued for settlement of accounts payable and accrued expenses	1,738,195
Conversion of debentures to shares of common stock		1,289,285
Common stock for note payable issuance cost, shares		100,000
Common stock shares issued for settlement of accounts payable		187,919
Common stock shares issued for settlement of accounts payable with software, property and equipment		50,000

Organization and Description of

Organization and Description of Business	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Organization and Description of Business	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Q2Earth, Inc. (hereinafter the “Company”), incorporated in Delaware on August 26, 2004, is currently engaged in the business of compost and soil manufacturing, and is pursuing a plan of strategic acquisitions in this sector. The Company previously owned and licensed technology that converts waste fuels and heat to power, technology it sold to a licensee in August 2017. Formerly, the Company’s name was Q2Power Technologies, Inc., and before that, Anpath Group, Inc. (“Anpath”). Q2Power Corp. (the “Subsidiary” or “Q2P”) operated as a renewable power R&D company focused on the conversion of waste to energy and other valuable “reuse” products since July 2014. The operations of the Company have from the time of the Merger (described below) until recently been essentially those of the Subsidiary. In 2017, the Company shifted its focus from technology R&D to the acquisition and operation of facilities that manufacture compost and sustainable soils from waste resources. In May 2016, the Company began exploring other synergistic business lines such as compost and soil manufacturing from waste water biosolids. The Company began to phase out its R&D activities in mid-2016, and in August 2017, sold its waste-to-power technology to a licensee. The Company’s current focus is entirely on the business of compost and engineered soils manufacturing and sales. On August 28, 2017, the Company signed a definitive Membership Purchase Agreement (the “Purchase Agreement”) with Environmental Turnkey Solutions LLC (“ETS”) of Naples, Florida, and its three members to acquire 100% of the membership interests of ETS, and all subsidiaries wholly-owned by ETS. The Company paid ETS $250,000 to secure exclusivity until January 15, 2018 under the Purchase Agreement, which is reflected as transaction costs in the consolidated statements of operations for the year ended December 31, 2017. In the first quarter of 2018, the Company has decided to defer the closing of this transaction until a later date, if at all.

Basis of Presentation and Going

Basis of Presentation and Going Concern	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Going Concern	NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN The Company has incurred a net loss of $2,718,205 for the year ended December 31, 2017 and used cash in operating activities of $1,207,157. The accumulated deficit since inception is $9,969,974, which is comprised of operating losses and other expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no guarantee whether the Company will be able to generate sufficient revenue and/or raise capital sufficient to support its operations. The ability of the Company to continue as a going concern is dependent on management’s plans which include implementation of its business model to acquire cash-flowing businesses, grow revenue and earnings of those companies, and continue to raise funds through debt or equity offerings. On March 31, 2017, the Company completed the first $1,050,000 tranche of a $1,500,000 convertible bridge note offering (the “Bridge Offering”). As of December 31, 2017, the Company closed an additional $600,000 of follow-on investments in the Bridge Offering. The proceeds from this offering are expected to provide working capital for the Company through the second quarter of 2018, though there can be no assurances. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenues and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions, including, but not limited to, those that relate to the realizable value of identifiable intangible assets and other long-lived assets, derivative liabilities, convertible bridge notes, income taxes and contingencies. Actual results could differ from these estimates.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its Subsidiary, unless the context otherwise requires. Cash The Company considers all unrestricted cash, short-term deposits, and other investments with original maturities of no more than ninety days when acquired to be cash and cash equivalents for the purposes of the statement of cash flows. The Company maintains cash balances at two financial institutions and has experienced no losses with respect to amounts on deposit. Revenue Recognition Revenue for services from the Company’s compost and soil business includes contracts where the Company is paid to do feasibility studies, site assessment studies and other similar services in connection with a third party soil or compost manufacturing business. Revenue from such services is recognized at the date of delivery of deliverables to customers when a formal arrangement exists, the price is fixed or determinable, the delivery or milestone deliverable is completed, no other significant obligations of the Company exist, and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Revenue from the Company’s prior waste-to-power operations was recognized at the date of shipment of engines and systems, engine prototypes, engine designs or other deliverables to customers when a formal arrangement exists, the price is fixed or determinable, the delivery or milestone deliverable is completed, no other significant obligations of the Company exist, and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied was recorded as deferred revenue. The Company did not allow its customers to return prototype products. Research and Development Research and development activities for product development are expensed as incurred and were primarily comprised of salaries. Costs for the years ended December 31, 2017 and 2016 were $0 and $352,583, respectively. Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instruments exchanged, in accordance with ASC 505-50, “ Equity Based payments to Non-employees Common Stock Options The Black-Scholes option pricing valuation method is used to determine fair value of these options consistent with ASC 718, “ Share Based Payment”. Derivatives Derivatives were recognized initially at fair value. Subsequent to initial recognition, derivatives were measured at fair value, and changes are therein generally recognized in profit or loss. In 2017, the Company early adopted Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets as follows: Years Furniture and equipment 7 Computers 5 Expenditures for maintenance and repairs are charged to operations as incurred. Impairment of Long Lived Assets The Company continually evaluates the carrying value of intangible assets and other long-lived assets to determine whether there are any impairment losses. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the assets’ carrying amount, an impairment loss would be charged to expense in the period identified. To date, the Company has not recognized any impairment charges. Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2017, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. Interest and penalties related to any unrecognized tax benefits is recognized in the consolidated financial statements as a component of income taxes. Basic and Diluted (Loss) Per Share Net loss per share is computed by dividing the net loss less preferred dividends by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss less preferred dividends by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of redeemable convertible preferred stock and shares issued for the conversion of convertible debt. There were no potentially dilutive shares as of December 31, 2017 and 2016. At December 31, 2017, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: 6,915,480 shares from common stock options, 3,568,845 shares from common stock warrants, 1,100,000 shares from the conversion of debentures, 21,058,000 shares that may be converted from the Bridge Round (based upon an assumed conversion price at January 1, 2018 of $0.096 per share), and 4,000,000 shares from the conversion of redeemable convertible preferred stock. At December 31, 2016, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: 6,115,480 shares from common stock options, 1,568,845 shares from common stock warrants, 785,714 shares from the conversion of debentures, and 2,857,142 shares from the conversion of redeemable convertible preferred stock. Effective January 1, 2016, the number of shares issued and outstanding was adjusted by 5,617 shares to align the Company’s records with its independent transfer agent. The shares previously reported in the consolidated balance sheet at December 31, 2016 were 29,651,431 and are now reported at 29,645,814. The impact to the consolidated financial statements of this adjustment was not material. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing In January 2016, the FASB issued ASU No. 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU 2017-09, “ Compensation - Stock Compensation (Topic 718) Scope of Modification Accounting The adoption of ASU 2017-09 will become effective for annual periods beginning after December 15, 2017; and . In July 2017, the FASB issued ASU 2017-11, “ Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815).” When determining whether certain financial instruments (or embedded features) should be classified as liabilities or equity instruments, under ASU 2017-11, a down round feature no longer precludes equity classification when assessing whether the instrument (or embedded feature) is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value solely as a result of the existence of a down round feature. The adoption of ASU 2017-11 is effective for annual periods beginning after December 15, 2018 Concentration of Risk The Company does not have any off-balance sheet concentrations of credit risk. The Company expects cash to be the asset most likely to subject the Company to concentrations of credit risk. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. The Company historically purchased much of its machined parts through Precision CNC, a related party company that sublet office space to Q2P through June 27, 2016, and owns a non-controlling interest in the Company. See Note 6.

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	NOTE 4 –PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, 2017 December 31, 2016 Furniture and computers $ 1,328 $ 1,328 Shop equipment - 9,540 Total 1,328 10,868 Accumulated depreciation (775 ) (4,136 ) Net property and equipment $ 553 $ 6,732 Depreciation expense for the years ended December 31, 2017 and 2016 was $1,252 and $22,380, respectively. The Company disposed of $4,927 of net property and equipment as part of the transfer of its licensing rights with Cyclone Power Technologies, Inc. (“Cyclone”) during the year ended December 31, 2017 (see Note 5).

Cyclone Separation, License Rig

Cyclone Separation, License Rights and Deferred Revenue	12 Months Ended
	Dec. 31, 2017
Restructuring and Related Activities [Abstract]
Cyclone Separation, License Rights and Deferred Revenue	NOTE 5 – CYCLONE SEPARATION, LICENSE RIGHTS AND DEFERRED REVENUE In 2014, Q2P purchased for $175,000 certain licensing rights to use Cyclone’s patented technology on a worldwide, exclusive basis for 20 years with two 10-year renewal terms for Q2P’s waste heat and waste-to-power business. This agreement contained a royalty provision equal to 5% of gross sales payable to Cyclone on sales of engines derived from technology licensed from Cyclone. Also, as part of a separation agreement with Cyclone, Q2P assumed a license agreement between Cyclone and Phoenix Power Group (“Phoenix”), which included deferred revenue of $250,000 from payments previously made to Cyclone for undelivered products. The net balances as of December 31, 2017 and 2016 for the Cyclone licensing rights were $0 and $69,271, respectively; and the net balances for the Phoenix deferred revenue in the same periods were $0 and $250,000, respectively, which were included as a component of deferred revenue on the consolidated balance sheets. The licensing rights were amortized over its estimated useful life of 4 years. Amortization expense for the years ended December 31, 2017 and 2016 was $21,875 and $43,750, respectively. On January 9, 2017, the Company transferred and assigned to Phoenix its Technology Sales Agreement with MagneGas Corporation (the “MagneGas Agreement”) to deliver a waste-to-power system to this customer. Under the MagneGas Agreement, the Company had been paid $90,000 as of the date of transfer, and $68,000 was still due from the customer based on milestones set forth in the MagneGas Agreement. Phoenix assumed the MagneGas Agreement, including deferred revenue of $50,000, with all rights to receive the future payments thereunder, and responsibility to perform the services and provide the products to the customer. The Company has no further responsibility under the MagneGas Agreement. In consideration for this transfer, Phoenix agreed that the Company had completed and satisfied all financial obligations associated with all past agreements between Phoenix and the Company, specifically: (1) $150,000 previously paid by Phoenix for durability testing of the Q2P engine, and (2) delivery by the Company of the first ten (10) Q2P engines at the rate of $10,000 per delivered Engine for $100,000 in total. This deferred revenue in the total amount of $250,000 was recorded as gain from the extinguishment of liabilities in the consolidated statement of operations for the year ended December 31, 2017. On August 14, 2017, the Company closed a Technology Transfer and Assignment Agreement (the “Transfer Agreement”) with Phoenix to transfer to Phoenix all of the Company’s technology and materials associated with Q2P’s external combustion engine, controls and auxiliary systems (the “Q2P Technology”), developed both in conjunction with its license agreement with Cyclone and such other Q2P Technology developed independently from the license agreement. Pursuant to a consent from Cyclone, the Company also transferred and assigned the license agreement to Phoenix. In consideration for the transfer and assignment, which included net property and equipment of $4,927, unamortized license fees to Cyclone of $47,396 and a payment to Cyclone of $15,000 to consent to the license transfer, Phoenix satisfied and provided releases for $162,500 in past liabilities of Q2P associated with the development of the Q2P Technology, made certain other payments to the Company’s prior engine manufacturer, and provided full releases from liability from both Phoenix and Cyclone. The Company recorded a net gain from the extinguishment of liabilities of $95,178 in the consolidated statement of operations for the year ended December 31, 2017. In connection with the separation agreement with Cyclone, the Company also assumed a contract with Clean Carbon of Australia and a corresponding $10,064 prepayment for services or other value to be provided in the future. This deposit has been presented as deferred revenue on the December 31, 2017 and 2016 consolidated balance sheets.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6 – RELATED PARTY TRANSACTIONS Through June 2016, the Company sublet approximately 2,500 square feet of assembly, warehouse and office space within the Precision CNC facility located at 1858 Cedar Hill Road in Lancaster, Ohio. The sublease provided for the Company to pay rent monthly in the amount of $2,500, which covered space and some utilities. Occupancy costs for the years ended December 31, 2017 and 2016 were $0 and $15,000, respectively. The sublease was terminated as of June 27, 2016. The Company also purchased much of its machined parts through Precision CNC up until June 2016. Precision CNC owns a non-controlling interest in the Company. For the year ended December 31, 2017 and 2016, the amounts invoiced from Precision CNC totaled $0 and $13,868, respectively, and consisted of rent and research and development expenses for machined parts. On June 27, 2016, the Company and Precision CNC entered into an agreement to eliminate $49,299 in payables owed to Precision CNC in return for the transfer of certain net assets of the Company with a remaining book value of $70,495, which included office furniture, software and computer systems, and 50,000 shares of restricted common stock valued at $10,500. The Company recorded a loss on this transaction in the amount of $31,696. There were no accounts payable and accrued expenses at December 31, 2017 and 2016 to Precision CNC. The Company currently maintains an executive office in Florida, which is leased by GreenBlock Capital LLC, an investment firm that the Company’s President serves as a Managing Director but holds no equity or voting rights. The Company has no formal agreement for this space and pays no rent. The Company also sublets office space in Atlanta, Georgia, where it pays $500 per month on a month-to-month basis. The lessor is a company that our CEO previously served as a senior executive. In March 2017, all outstanding Director accounts payable, accrued expenses and notes payable – related parties with an aggregate amount of $156,368 were converted into the Company’s Bridge Offering (see Note 8). In April 2017, the Company’s President forgave $112,797 of deferred salary. This amount was reclassified from accrued expenses to additional paid in capital during 2017.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 7 – INCOME TAXES A reconciliation of the differences between the effective income tax rates and the statutory federal tax rates for the years ended December 31, 2017 and 2016 (computed by applying the U.S. Federal corporate tax rate of 34 percent to the loss before taxes) is as follows: 2017 2016 Tax benefit at U.S. statutory rate $ 924,190 $ 509,226 State taxes, net of federal benefit 60,548 — Stock and stock based compensation (80,291 ) (362,519 ) Change in fair value of convertible bridge notes and derivatives (426,489 ) 274,724 Amortization of preferred stock discount (42,552 ) (46,779 ) Gain on extinguishment of liabilities 155,285 — Change of U.S. federal rate (695,021 ) — Other permanent differences 36,973 (24,877 ) Change in valuation allowance 67,357 (349,775 ) $ — $ — The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities for the years ended December 31, 2017 and 2016 consisted of the following: 2017 2016 Net operating loss carry-forward $ 1,387,476 $ 1,410,055 Deferred tax assets – accrued salaries — 79,412 Deferred tax assets – accrued interest 46,069 11,269 Depreciation expense 343 509 Net deferred tax assets 1,433,888 1,501,245 Valuation allowance (1,433,888 ) (1,501,245 ) Total net deferred tax asset $ — $ — At December 31, 2017 and 2016, the Company had net deferred tax assets of $1,433,888 and $1,501,245 principally arising from net operating loss carry-forwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at December 31, 2017 and 2016. At December 31, 2017, the Company has net operating loss carry forwards totaling $5,885,676, which will begin to expire in 2034. The Tax Cut and Jobs Act which was enacted on December 22, 2017 reduced the federal corporate income tax rate from a maximum of 35% to a flat 21%. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. Additionally, SAB 118 allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Because the Company is still in the process of analyzing certain provisions of the Tax Act, the Company has determined that the adjustment to its deferred taxes is a provisional amount as permitted under SAB 118. Due to the reduction of the federal corporate income tax rate the Company has reduced the value of its net deferred tax asset by approximately $695,000. This amount was offset by a corresponding change to the valuation allowance against the net deferred tax assets. The Company’s NOL and tax credit carryovers may be significantly limited under the Internal Revenue Code (“IRC”). NOL and tax credit carryovers are limited under Section 382 when there is a significant “ownership change” as defined in the IRC. During the year ended December 31, 2017 and in prior years, the Company may have experienced such ownership changes, which could impose such limitations. The limitations imposed by the IRC would place an annual limitation on the amount of NOL and tax credit carryovers that can be utilized. When the Company completes the necessary studies, the amount of NOL carryovers available may be reduced significantly. However, since the valuation allowance fully reserves for all available carryovers, the effect of the reduction would be offset by a reduction in the valuation allowance.

Notes Payable and Debentures

Notes Payable and Debentures	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Notes Payable and Debentures	NOTE 8 – NOTES PAYABLE AND DEBENTURES In March 2017, the Company entered into a Modification and Extension Agreement with two holders of its Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) to extend the maturity date to July 31, 2017, reset the conversion price from $0.21 to $0.15, and waive any defaults under the Debentures from the expiration of the maturity date or otherwise. The exercise price of the Warrants that were issued with the Debentures’ exercise price, which had been reset to $0.50 per verbal agreement of the parties in the third quarter of 2016, was formally documented under this March 2017 modification agreement. The Debentures do not bear interest, but contained an Original Issue Discount of $20,750. All assets of the Company are secured under the Debentures, including our Subsidiary and its assets. The Debentures and warrants contain certain anti-dilutive protection provisions in the instance that the Company issues stock at a price below the stated conversion price of the Debentures, as well as other standard protections for the holder. On December 12, 2017, the Company paid-off in full a term loan agreement with one accredited investor in the principal amount of $150,000, initially issued in March 2016. The loan bore 20% interest with interest payments due monthly. The Company incurred loan issuance costs of 100,000 shares of common stock valued at $26,000, $3,000 cash and provided a second security interest in the assets of the Company to the holders. The issuance costs were fully expensed in 2016. On March 22, 2017, prior to repayment, the Company and the term loan holder entered into an addendum to the loan agreement which extended the maturity date to December 31, 2017, allowed for conversion of the principal amount and accrued interest at the discretion of the holder to common stock at a price of $0.15 per share, and waived all defaults in return for payment of $30,000 which included a $15,000 late penalty and $15,000 of accrued but unpaid interest. The Company determined that the new conversion feature had no intrinsic value and that the amended terms did not result in a significantly different instrument, and, accordingly, accounted for the addendum as a modification of debt. On March 31, 2017, the Company closed the initial $1,050,000 tranche in a Convertible Promissory Note (the “Bridge Offering”). In addition, as part of that initial closing, three of the Company’s directors and one shareholder converted $168,152 of prior notes and cash advances, including interest thereon, into the Bridge Offering. As of the end of 2017, an additional $600,000 was raised under the Bridge Offering and $23,756 of additional prior notes were converted into this round. The Convertible Promissory Notes (the “Notes”) from the Bridge Offering convert at a 50% discount to the post-funding valuation of the Company at the closing of its next offering in the minimum amount of $5,000,000 (the “Equity Offering”). The conversion valuation has a ceiling of $12,000,000, and a “floor” company value of $6,000,000 in the event there is no Equity Offering before the Notes are able to be converted. Pursuant to ASC 825-10-25-1, Fair Value Option, the Company made an irrevocable election at the time of issuance to report the Notes at fair value, with changes in fair value recorded through the Company’s consolidated statements of operations as other income (expense) in each reporting period. The fair value recorded as of December 31, 2017 was $3,270,000 (see Note 9) and the principal amount due was $1,841,908. The change in fair value resulted in a charge to earnings for the year ended December 31, 2017 of $1,254,379. The Notes convert into common stock, or preferred stock if received by investors in the Equity Offering, commencing on the earliest of the Equity Offering closing or December 31, 2017, at the discretion of each holder. Maturity is 36 months from issuance with 15% annual interest which will be capitalized each year into the principal of the Notes and paid in kind. There are no warrants issued in connection with the Offering.

Fair Value Measurement and Deri

Fair Value Measurement and Derivatives	12 Months Ended
	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurement and Derivatives	NOTE 9 – FAIR VALUE MEASUREMENT AND DERIVATIVES The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). As disclosed in Note 8, the Notes are reported at fair value, with changes in fair value recorded through the Company’s consolidated statements of operations as other income (expense) in each reporting period. All derivatives recognized by the Company were reported as derivative liabilities on the consolidated balance sheets and were adjusted to their fair value at each reporting date. Unrealized gains and losses on derivative instruments were included in change in value of derivative liabilities on the consolidated statement of operations. The following tables set forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy at December 31, 2017 and 2016. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair value at December 31, 2017 Level 1 Level 2 Level 3 Convertible bridge notes $ 3,270,000 $ - $ - $ 3,270,000 Total $ 3,270,000 $ - $ - $ 3,270,000 Fair value at December 31, 2016 Level 1 Level 2 Level 3 Preferred stock embedded conversion feature $ 123,266 $ - $ - $ 123,266 Anti-dilution provision in common stock warrants included with preferred stock 52,904 - - 52,904 Debenture embedded conversion feature 25,884 - - 25,884 Anti-dilution provision in common stock warrants included with debentures 10,988 - - 10,988 Total $ 213,042 $ - $ - $ 213,042 There were no transfers between levels during 2017. However, in accordance with ASU 2017-11, “ Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480);” Derivatives and Hedging (Topic 815), The following tables present a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (Level 3) and the related realized and unrealized gains (losses) recorded in the consolidated statement of operations during the period. The tables also show the cumulative change effect of the derivative liabilities that were recorded as an adjustment of the opening balance of accumulated deficit for the year: Year Ended December 31, 2017 Preferred stock embedded conversion feature Anti-dilution provision in common stock warrants included with preferred stock Debenture embedded conversion feature Anti-dilution provision in common stock warrants included with debentures Convertible Bridge Notes Total Fair value, December 31, 2016 $ 123,266 $ 52,904 $ 25,884 $ 10,988 $ - $ 213,042 Reclassification of derivatives to equity upon adoption of ASU 2017-11 (123,266 ) (52,904 ) (25,884 ) (10,988 ) - (213,042 ) Issuances of debt - - - - 1,841,908 1,841,908 Accrued interest - - - - 184,963 184,963 Unamortized debt issuance costs - - - - (11,250 ) (11,250 ) Net unrealized loss on convertible bridge notes - - - - 1,254,379 1,254,379 Fair value, December 31, 2017 $ — $ — $ — $ — $ 3,270,000 $ 3,270,000 Year Ended December 31, 2016 Preferred stock embedded conversion feature Anti-dilution provision in common stock warrants included with preferred stock Debenture embedded conversion feature Anti-dilution provision in common stock warrants included with debentures Total Fair value, December 31, 2015 $ 376,065 $ 51,203 $ 560,778 $ 79,943 $ 1,067,989 Net unrealized gain on derivatives (277,337 ) (52,800 ) (408,919 ) (68,955 ) (808,011 ) Purchases and issuances (sales and settlements) 24,538 54,501 (125,975 ) — (46,936 ) Fair value, December 31, 2016 $ 123,266 $ 52,904 $ 25,884 $ 10,988 $ 213,042 Changes in unrealized gains, included in income on instruments held at end of year $ (277,337 ) $ (52,800 ) $ (408,919 ) $ (68,955 ) $ (808,011 ) The Company’s convertible bridge notes are valued by using Monte Carlo Simulation methods and discounted future cash flow models. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These convertible bridge notes do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The following assumptions were used to value the Company’s convertible bridge notes at December 31, 2017: dividend yield of -0-%, volatility of 75 – 120%, risk free rate of 1.91% and an expected term of 2.25 years.

Common Stock, Preferred Stock a

Common Stock, Preferred Stock and Warrants	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Common Stock, Preferred Stock and Warrants	NOTE 10 – COMMON STOCK, PREFERRED STOCK AND WARRANTS Common Stock During 2017, the Company issued 18,738,195 shares of common stock valued at $470,279. Details of these issuances are provided below. On February 27, 2017, the Company issued an aggregate of 15,000,000 shares of restricted common stock subject to forfeiture to its CEO and President. The expense of these shares is not recorded until the terms of forfeiture have been satisfied by the respective employees. Those terms of the stock issuances and forfeitures are materially as follows: To fully earn 10,000,000 shares, the Company’s CEO must continue to serve with the Company for a period of at least 12 months from July 2017, during which 12 month or extended period: (1) the Company must complete at least $3 million in funding and (2) complete its first strategic acquisition. To fully earn 5,000,000 shares, the Company’s President must continue to serve the Company as a senior executive on a full-time basis for a period of at least 18 months from December 2016, during which 18 month or extended period: (1) the Company must complete at least $3 million in funding and (2) complete its first strategic acquisition. If these conditions are not met, the executives may forfeit all of their shares at the discretion of the Board. In April 2017, the Company issued 1,738,195 shares of common stock valued at $260,679 as consideration for the payment of accounts payable and accrued expenses to former employees and vendors. Additionally, the Company paid $85,623 in cash and recognized a gain on extinguishment of liabilities of $33,313 in the consolidated statement of operations for the year ended December 31, 2017. On May 1, 2017, the Company issued 2,000,000 shares of common stock valued at $209,600 to a consultant for investor relations services. Redeemable Convertible Preferred Stock The Company has 600 shares of Preferred Stock issued and outstanding, which currently are convertible at $0.10 per share of the Company’s common stock (the “Conversion Price”), as per the terms of a March 2018 Modification and Extension Agreement (the “2018 Modification”). The Preferred Stock bears a 6% dividend per annum, calculable and payable per quarter in cash or additional shares of common stock as determined in the Certificate of Designation. The Preferred Stock has no voting rights until converted to common stock, and has a liquidation preference equal to the aggregate purchase price of $600,000 plus accrued dividends. In December 2017 and January 2018, the Company was obligated to redeem all of the then outstanding Preferred Stock, for an amount in cash equal to the Two Year Redemption Amount (such redemption, the “Two Year Redemption”). The Company has extended the redemption date to July 31, 2018, per the 2018 Modification. Each share of Preferred Stock received warrants (the “Warrants”) equal to one-half of the Purchase Price to purchase common stock in the Company exercisable for five (5) years following closing at a price of $0.50 per share. The Preferred Stock has price protection provisions in the case that the Company issues any shares of stock not pursuant to an “Exempt Issuance” at a price below the Conversion Price. Exempt Issuances include: (i) shares of Common Stock or common stock equivalents issued pursuant to the Merger or any funding contemplated by the Merger; (ii) any common stock or convertible securities outstanding as of the date of closing; (iii) common stock or common stock equivalents issued in connection with strategic acquisitions; (iv) shares of common stock or equivalents issued to employees, directors or consultants pursuant to a plan, subject to limitations in amount and price; and (v) other similar transactions. The Certificate of Designation contains restrictive covenants not to incur certain debt, repurchase shares of common stock, pay dividends or enter into certain transactions with affiliates without consent of holders of 67% of the Preferred Stock. The unconverted shares of Preferred Stock must be redeemed in two years from issuance. Management has determined that the Preferred Stock is more akin to a debt security than equity primarily because it contains a mandatory 2-year redemption at the option of the holder, which only occurs if the Preferred Stock is not converted to common stock. Therefore, management has presented the Preferred Stock outside of permanent equity as mezzanine equity, which does not factor in to the totals of either liabilities or equity. In 2016, the proceeds were allocated between the three features of the stock offering: the embedded conversion feature in the Preferred Stock, the warrants, and the Preferred Stock itself. The fair values of the embedded conversion feature and warrants were recorded as a discount against the stated value of the Preferred Stock on the date of issuance. This discount was amortized to interest expense over the term of the redemption period (2 years), which would result in the accretion of the Preferred Stock to its full redemption value. Unamortized discount as of December 31, 2017 and 2016 was $1,062 and $126,217, respectively. Interest expense related to the preferred stock discount for the years ended December 31, 2017 and 2016 was $125,155 and $137,585, respectively. In accordance with ASU 2017-11, the embedded conversion feature of the Preferred Stock previously classified and fair valued as a derivative liability has been retrospectively adjusted by means of a cumulative-effect to the consolidated balance sheet as January 1, 2017. The cumulative change effect of $42,925 is recognized as an adjustment of the opening balance of accumulated deficit for the year. The agreement setting forth the terms of the common stock warrants issued to the holders of the Preferred Stock also includes an anti-dilution provision that requires a reduction in the warrant’s exercise price, currently $0.50, should the conversion ratio of the Preferred Stock be adjusted due to anti-dilution provisions. In accordance with ASU 2017-11, these warrants previously classified and fair valued as a derivative liability have been retrospectively adjusted by means of a cumulative-effect to the consolidated balance sheet as January 1, 2017. The cumulative change effect of $69,957 is recognized as an adjustment of the opening balance of accumulated deficit for the year. The Preferred Stock also carries a 6% per annum dividend calculated on the stated value of the stock and is cumulative and payable quarterly beginning July 1, 2016. These dividends are accrued at each reporting period. They add to the redemption value of the stock; however, as the Company shows an accumulated deficit, the charge has been recognized in additional paid-in capital. Warrants The following is a summary of all outstanding common stock warrants as of December 31, 2017: Number of Warrants Exercise price per share Average remaining term in years Warrants issued in connection with issuance of Debentures 415,000 $ 0.50 1.50 Warrants issued in connection with issuance of Preferred Stock 1,153,845 $ 0.50 2.80 Warrants issued in connection with a services contract 1,000,000 $ 0.20 2.23 Warrants issued in connection with a services contract 1,000,000 $ 0.35 2.23

Stock Options and Restricted St

Stock Options and Restricted Stock Units	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options and Restricted Stock Units	NOTE 11 – STOCK OPTIONS AND RESTRICTED STOCK UNITS On July 31, 2014, the Board of Directors of Q2P approved the Founders Stock Option Plan (“Founders Plan”) and the 2014 Employee Stock Option Plan (the “2014 Plan”), collectively the “Option Plans”. The Option Plans were developed to provide a means whereby directors and selected employees, officers, consultants, and advisors of the Company may be granted incentive or non-qualified stock options to purchase restricted common stock of the Company. On February 25, 2016, to accommodate the appointment of new Board members and additional incentive stock options and stock grants to key employees of the Company, the Board approved the 2016 Omnibus Equity Incentive Plan (“2016 Plan”), which allowed for an additional 4 million shares of common stock, stock options, stock rights (restricted stock units), or stock appreciation rights to be granted by the Board in its discretion. In May 2017, the Company issued 400,000 common stock options under the 2016 Plan to one new Board member and 400,000 common stock options under the 2016 Plan to one new Board of Advisor Member. The options vest one-half immediately and the balance in 6 months, with a 10-year term and exercisable at $0.21 per share. The options were valued at $96,800 (pursuant to the Black Scholes valuation model, and as shown in the table detailing the calculation of fair value below), based on an exercise price of $0.21 per share and with a maturity life of 5.25 years. For the year ended December 31, 2017, the charge to the consolidated statements of operations for the amortization of stock option grants awarded under the Option Plans and 2016 Plan and for warrants was $236,149. A summary of the common stock options issued under the Option Plans and the 2016 Plan for the period from December 31, 2015 through December 31, 2017 follows: Number Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2015 1,745,480 $ 0.30 7.1 Options issued 4,410,000 0.21 3.5 Options exercised — — — Options cancelled (40,000 ) 0.30 5.1 Balance, December 31, 2016 6,115,480 $ 0.21 7.1 Options issued 800,000 0.21 9.2 Options exercised — — — Options cancelled — — — Balance, December 31, 2017 6,915,480 $ 0.21 5.6 The vested and exercisable options at period end follows: Exercisable/ Vested Options Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2017 6,828,813 $ 0.21 5.6 The fair value of new stock options and warrants granted using the Black-Scholes option pricing model was calculated using the following assumptions: Year Ended December 31, 2017 Risk free interest rate 1.28-1.84 % Expected volatility 101.2-125.0 % Expected dividend yield 0 % Expected term in years 2.08-5.25 Average value per options $ 0.04-0.08 Expected volatility is based on historical volatility of the Company’s own common stock. Short Term U.S. Treasury rates were utilized as the risk free interest rate. The expected term of the options was calculated using the alternative simplified method codified as ASC 718 “ Accounting for Stock Based Compensation,

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 12 – COMMITMENTS AND CONTINGENCIES On April 1, 2017, the Company entered into two Employment Agreements, the first with its Chairman and, as of July 2017, CEO; and the second with its previous CEO and, as of July 2017, President and General Counsel. The Chairman receives a $12,500 per month fee starting April 1 and continuing until the Company raises its next round of funding in the minimum amount of $5,000,000, at which time, his base salary will be increased to $350,000 per year. The President and General Counsel receives a $10,000 per month fee starting on April 1, and at such time that the Company raises its next round of funding in the minimum amount of $5,000,000, he will receive a base salary of $220,000 per year. Both agreements have provisions for a 12-month severance in the instance either executive is terminated without cause or after a change in control; however, the CEO’s severance was extended to 24 months in the first quarter of 2018 by resolution of the Company’s Compensation Committee.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 13 - SUBSEQUENT EVENTS In March and April 2018, the Company extended the redemption date of its Series A Preferred Stock and the maturity date of its convertible debentures to July 31, 2018, per agreement with the holders. Any prior defaults were waived by the holders, and the conversion prices for both securities were reduced to $0.10 per share.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its Subsidiary, unless the context otherwise requires.
Cash	Cash The Company considers all unrestricted cash, short-term deposits, and other investments with original maturities of no more than ninety days when acquired to be cash and cash equivalents for the purposes of the statement of cash flows. The Company maintains cash balances at two financial institutions and has experienced no losses with respect to amounts on deposit.
Revenue Recognition	Revenue Recognition Revenue for services from the Company’s compost and soil business includes contracts where the Company is paid to do feasibility studies, site assessment studies and other similar services in connection with a third party soil or compost manufacturing business. Revenue from such services is recognized at the date of delivery of deliverables to customers when a formal arrangement exists, the price is fixed or determinable, the delivery or milestone deliverable is completed, no other significant obligations of the Company exist, and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as deferred revenue. Revenue from the Company’s prior waste-to-power operations was recognized at the date of shipment of engines and systems, engine prototypes, engine designs or other deliverables to customers when a formal arrangement exists, the price is fixed or determinable, the delivery or milestone deliverable is completed, no other significant obligations of the Company exist, and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied was recorded as deferred revenue. The Company did not allow its customers to return prototype products.
Research and Development	Research and Development Research and development activities for product development are expensed as incurred and were primarily comprised of salaries. Costs for the years ended December 31, 2017 and 2016 were $0 and $352,583, respectively.
Stock Based Compensation	Stock Based Compensation The Company applies the fair value method of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Share Based Payment The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of the equity instruments exchanged, in accordance with ASC 505-50, “ Equity Based payments to Non-employees
Common Stock Options	Common Stock Options The Black-Scholes option pricing valuation method is used to determine fair value of these options consistent with ASC 718, “ Share Based Payment”.
Derivatives	Derivatives Derivatives were recognized initially at fair value. Subsequent to initial recognition, derivatives were measured at fair value, and changes are therein generally recognized in profit or loss. In 2017, the Company early adopted Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815)
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets as follows: Years Furniture and equipment 7 Computers 5 Expenditures for maintenance and repairs are charged to operations as incurred.
Impairment of Long Lived Assets	Impairment of Long Lived Assets The Company continually evaluates the carrying value of intangible assets and other long-lived assets to determine whether there are any impairment losses. If indicators of impairment are present and future cash flows are not expected to be sufficient to recover the assets’ carrying amount, an impairment loss would be charged to expense in the period identified. To date, the Company has not recognized any impairment charges.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method as stipulated by FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts to be realized by the use of a valuation allowance. A valuation allowance is applied when in management’s view it is more likely than not (50%) that such deferred tax will not be utilized. In the event that an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by the taxing authorities. Reserves for uncertain tax positions would be recorded if the Company determined it is probable that a position would not be sustained upon examination or if payment would have to be made to a taxing authority and the amount is reasonably estimated. As of December 31, 2017, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authorities. Interest and penalties related to any unrecognized tax benefits is recognized in the consolidated financial statements as a component of income taxes.
Basic and Diluted (Loss) Per Share	Basic and Diluted (Loss) Per Share Net loss per share is computed by dividing the net loss less preferred dividends by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss less preferred dividends by the weighted average number of common shares outstanding during the period plus any potentially dilutive shares related to the issuance of stock options, shares from the issuance of stock warrants, shares issued from the conversion of redeemable convertible preferred stock and shares issued for the conversion of convertible debt. There were no potentially dilutive shares as of December 31, 2017 and 2016. At December 31, 2017, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: 6,915,480 shares from common stock options, 3,568,845 shares from common stock warrants, 1,100,000 shares from the conversion of debentures, 21,058,000 shares that may be converted from the Bridge Round (based upon an assumed conversion price at January 1, 2018 of $0.096 per share), and 4,000,000 shares from the conversion of redeemable convertible preferred stock. At December 31, 2016, there were the following potentially dilutive securities that were excluded from diluted net loss per share because their effect would be anti-dilutive: 6,115,480 shares from common stock options, 1,568,845 shares from common stock warrants, 785,714 shares from the conversion of debentures, and 2,857,142 shares from the conversion of redeemable convertible preferred stock. Effective January 1, 2016, the number of shares issued and outstanding was adjusted by 5,617 shares to align the Company’s records with its independent transfer agent. The shares previously reported in the consolidated balance sheet at December 31, 2016 were 29,651,431 and are now reported at 29,645,814. The impact to the consolidated financial statements of this adjustment was not material.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing In January 2016, the FASB issued ASU No. 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU 2017-09, “ Compensation - Stock Compensation (Topic 718) Scope of Modification Accounting The adoption of ASU 2017-09 will become effective for annual periods beginning after December 15, 2017; and . In July 2017, the FASB issued ASU 2017-11, “ Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815).” When determining whether certain financial instruments (or embedded features) should be classified as liabilities or equity instruments, under ASU 2017-11, a down round feature no longer precludes equity classification when assessing whether the instrument (or embedded feature) is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value solely as a result of the existence of a down round feature. The adoption of ASU 2017-11 is effective for annual periods beginning after December 15, 2018
Concentration of Risk	Concentration of Risk The Company does not have any off-balance sheet concentrations of credit risk. The Company expects cash to be the asset most likely to subject the Company to concentrations of credit risk. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. The Company historically purchased much of its machined parts through Precision CNC, a related party company that sublet office space to Q2P through June 27, 2016, and owns a non-controlling interest in the Company. See Note 6.

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Schedule of Property and Equipment Estimated Useful Lives	Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets as follows: Years Furniture and equipment 7 Computers 5

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consists of the following: December 31, 2017 December 31, 2016 Furniture and computers $ 1,328 $ 1,328 Shop equipment - 9,540 Total 1,328 10,868 Accumulated depreciation (775 ) (4,136 ) Net property and equipment $ 553 $ 6,732

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of Effective Income Tax Rates Reconciliation	A reconciliation of the differences between the effective income tax rates and the statutory federal tax rates for the years ended December 31, 2017 and 2016 (computed by applying the U.S. Federal corporate tax rate of 34 percent to the loss before taxes) is as follows: 2017 2016 Tax benefit at U.S. statutory rate $ 924,190 $ 509,226 State taxes, net of federal benefit 60,548 — Stock and stock based compensation (80,291 ) (362,519 ) Change in fair value of convertible bridge notes and derivatives (426,489 ) 274,724 Amortization of preferred stock discount (42,552 ) (46,779 ) Gain on extinguishment of liabilities 155,285 — Change of U.S. federal rate (695,021 ) — Other permanent differences 36,973 (24,877 ) Change in valuation allowance 67,357 (349,775 ) $ — $ —
Schedule of Deferred Tax Assets and Liabilities	The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities for the years ended December 31, 2017 and 2016 consisted of the following: 2017 2016 Net operating loss carry-forward $ 1,387,476 $ 1,410,055 Deferred tax assets – accrued salaries — 79,412 Deferred tax assets – accrued interest 46,069 11,269 Depreciation expense 343 509 Net deferred tax assets 1,433,888 1,501,245 Valuation allowance (1,433,888 ) (1,501,245 ) Total net deferred tax asset $ — $ —

Fair Value Measurement and De25

Fair Value Measurement and Derivatives (Tables)	12 Months Ended
	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Schedule of Liabilities Measured at Fair Value	Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair value at December 31, 2017 Level 1 Level 2 Level 3 Convertible bridge notes $ 3,270,000 $ - $ - $ 3,270,000 Total $ 3,270,000 $ - $ - $ 3,270,000 Fair value at December 31, 2016 Level 1 Level 2 Level 3 Preferred stock embedded conversion feature $ 123,266 $ - $ - $ 123,266 Anti-dilution provision in common stock warrants included with preferred stock 52,904 - - 52,904 Debenture embedded conversion feature 25,884 - - 25,884 Anti-dilution provision in common stock warrants included with debentures 10,988 - - 10,988 Total $ 213,042 $ - $ - $ 213,042
Schedule of Reconciliation of Level 3 Conversion Option Liability	The following tables present a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that use significant unobservable inputs (Level 3) and the related realized and unrealized gains (losses) recorded in the consolidated statement of operations during the period. The tables also show the cumulative change effect of the derivative liabilities that were recorded as an adjustment of the opening balance of accumulated deficit for the year: Year Ended December 31, 2017 Preferred stock embedded conversion feature Anti-dilution provision in common stock warrants included with preferred stock Debenture embedded conversion feature Anti-dilution provision in common stock warrants included with debentures Convertible Bridge Notes Total Fair value, December 31, 2016 $ 123,266 $ 52,904 $ 25,884 $ 10,988 $ - $ 213,042 Reclassification of derivatives to equity upon adoption of ASU 2017-11 (123,266 ) (52,904 ) (25,884 ) (10,988 ) - (213,042 ) Issuances of debt - - - - 1,841,908 1,841,908 Accrued interest - - - - 184,963 184,963 Unamortized debt issuance costs - - - - (11,250 ) (11,250 ) Net unrealized loss on convertible bridge notes - - - - 1,254,379 1,254,379 Fair value, December 31, 2017 $ — $ — $ — $ — $ 3,270,000 $ 3,270,000 Year Ended December 31, 2016 Preferred stock embedded conversion feature Anti-dilution provision in common stock warrants included with preferred stock Debenture embedded conversion feature Anti-dilution provision in common stock warrants included with debentures Total Fair value, December 31, 2015 $ 376,065 $ 51,203 $ 560,778 $ 79,943 $ 1,067,989 Net unrealized gain on derivatives (277,337 ) (52,800 ) (408,919 ) (68,955 ) (808,011 ) Purchases and issuances (sales and settlements) 24,538 54,501 (125,975 ) — (46,936 ) Fair value, December 31, 2016 $ 123,266 $ 52,904 $ 25,884 $ 10,988 $ 213,042 Changes in unrealized gains, included in income on instruments held at end of year $ (277,337 ) $ (52,800 ) $ (408,919 ) $ (68,955 ) $ (808,011 )

Common Stock, Preferred Stock26

Common Stock, Preferred Stock and Warrants (Tables)	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Summary of All Outstanding Common Stock Warrants	The following is a summary of all outstanding common stock warrants as of December 31, 2017: Number of Warrants Exercise price per share Average remaining term in years Warrants issued in connection with issuance of Debentures 415,000 $ 0.50 1.50 Warrants issued in connection with issuance of Preferred Stock 1,153,845 $ 0.50 2.80 Warrants issued in connection with a services contract 1,000,000 $ 0.20 2.23 Warrants issued in connection with a services contract 1,000,000 $ 0.35 2.23

Stock Options and Restricted 27

Stock Options and Restricted Stock Units (Tables)	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Common Stock Options Issued Under Option Plans	A summary of the common stock options issued under the Option Plans and the 2016 Plan for the period from December 31, 2015 through December 31, 2017 follows: Number Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2015 1,745,480 $ 0.30 7.1 Options issued 4,410,000 0.21 3.5 Options exercised — — — Options cancelled (40,000 ) 0.30 5.1 Balance, December 31, 2016 6,115,480 $ 0.21 7.1 Options issued 800,000 0.21 9.2 Options exercised — — — Options cancelled — — — Balance, December 31, 2017 6,915,480 $ 0.21 5.6
Schedule of Vested and Exercisable Options at Period End	The vested and exercisable options at period end follows: Exercisable/ Vested Options Outstanding Weighted Avg. Exercise Price Weighted Avg. Remaining Contractual Life (Years) Balance, December 31, 2017 6,828,813 $ 0.21 5.6
Schedule of Fair Value of New Stock Options Granted Using Following Assumptions	The fair value of new stock options and warrants granted using the Black-Scholes option pricing model was calculated using the following assumptions: Year Ended December 31, 2017 Risk free interest rate 1.28-1.84 % Expected volatility 101.2-125.0 % Expected dividend yield 0 % Expected term in years 2.08-5.25 Average value per options $ 0.04-0.08

Organization and Description 28

Organization and Description of Business (Details Narrative) - Membership Purchase Agreement [Member] - USD ($)	12 Months Ended
	Dec. 31, 2017	Aug. 28, 2017
Acquire of the membership interests, percentage		100.00%
Paid for transaction cost	$ 250,000

Basis of Presentation and Goi29

Basis of Presentation and Going Concern (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2017
Net loss		$ 2,718,205	$ 1,497,723
Net cash used in operating activities		1,207,157	516,838
Accumulated deficit		9,969,974	6,863,102
Debt converted amount			$ 270,750
Bridge Offering [Member]
Debt converted amount	$ 1,500,000
Follow-on Investments [Member]
Face amount of debt				$ 600,000
Tranche One [Member]
Debt converted amount	$ 1,050,000

Summary of Significant Accoun30

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Research and development		$ 352,583
Total dilutive shares
Common stock shares issued	48,384,009	29,645,814
Common stock shares outstanding	48,384,009	29,645,814
Cumulative-effect adjustment to opening balance of accumulated deficit		$ 388,667
Conversion of shares		1,289,285
Restatement Adjustment [Member]
Common stock shares issued		5,617
Common stock shares outstanding		5,617
Scenario, Previously Reported [Member]
Common stock shares issued		29,651,431
Common stock shares outstanding		29,651,431
Common Stock Options [Member]
Antidilutive securities excluded from computation of net loss per share, amount	6,915,480	6,115,480
Common Stock Warrants [Member]
Antidilutive securities excluded from computation of net loss per share, amount	3,568,845	1,568,845
Conversion of Debentures [Member]
Antidilutive securities excluded from computation of net loss per share, amount	1,100,000	785,714
Conversion of shares	21,058,000
Conversion of Debentures [Member] | January 1, 2018 [Member]
Conversion price per share	$ 0.096
Conversion of Notes Payable [Member]
Antidilutive securities excluded from computation of net loss per share, amount
Conversion of Redeemable Convertible Preferred Stock [Member]
Antidilutive securities excluded from computation of net loss per share, amount	4,000,000	2,857,142

Summary of Significant Accoun31

Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2017
Furniture and Equipment [Member]
Estimated useful lives	7 years
Computers [Member]
Estimated useful lives	5 years

Property and Equipment, Net (De

Property and Equipment, Net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,252	$ 22,380
Disposed of net property and equipment	$ 4,927

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total	$ 1,328	$ 10,868
Accumulated depreciation	(775)	(4,136)
Net property and equipment	553	6,732
Furniture and Computers [Member]
Total	1,328	1,328
Shop Equipment [Member]
Total		$ 9,540

Cyclone Separation, License R34

Cyclone Separation, License Rights and Deferred Revenue (Details Narrative) - USD ($)	Aug. 14, 2017	Jan. 09, 2017	Apr. 30, 2014	Dec. 31, 2017	Dec. 31, 2016
Purchase of licensing rights
Deferred revenue				250,000
Licensing rights					69,271
License rights amortization period				4 years
Amortization expense				$ 21,875	43,750
Gain from extinguishment of liabilities				456,720	(31,696)
Prepayment for services				10,064
MagneGas Agreement [Member]
Deferred revenue		$ 50,000
Payment of date of transfer		90,000
Milestones payment		68,000
Technology Transfer and Assignment Agreement [Member]
Consideration for transfer and assignment amount	$ 4,927
Unamortized license fees	47,396
Payment to related party of license transfer	15,000
Other payments of past liabilities	$ 162,500
Gain from extinguishment of liabilities				$ 95,178
Cyclone Power Technologies [Member]
Purchase of licensing rights			$ 175,000
Term of patent			20 years
Renewal term of patent			10 years
Royalty percentage payable				5.00%
Cyclone and Phoenix Power Group [Member]
Deferred revenue				$ 250,000
Phoenix [Member]
Deferred revenue				$ 0	$ 250,000
Previously paid amount		150,000
Price per rate engines		10,000
Aggregate amount of engines		$ 100,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative)	Jun. 27, 2016USD ($)shares	Apr. 30, 2017USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Jun. 30, 2016ft²
Area of land | ft²						2,500
Net assets				$ 305,059	$ 88,086
Accounts payable and accrued expenses				111,396	798,444
Debt converted amount					270,750
Forgiveness of deferred salary by officer				112,797
Director [Member]
Debt converted amount			$ 156,368
Forgiveness of deferred salary by officer		$ 112,797
Precision CNC [Member]
Monthly rent paid for sublease				2,500
Occupancy costs				$ 0	15,000
Lease termination date				Jun. 27, 2016
Purchases from related parties				$ 0	13,868
Agreement to eliminate payables owed	$ 49,299
Net assets	$ 70,495
Restricted common stock, shares | shares	50,000
Restricted common stock, value	$ 10,500
Loss on sale of assets	$ 31,696
Accounts payable and accrued expenses
GreenBlock Capital LLC [Member]
Office rent expense				$ 500

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
U.S. Federal corporate tax rate	34.00%	34.00%
Net deferred tax assets	$ 1,433,888	$ 1,501,245
Net operating loss carryforwards	$ 5,885,676
Net operating loss expiration	expire in 2034
Net deferred tax asset	$ 695,000
Tax Cut and Jobs Act [Member]
U.S. Federal corporate tax rate	21.00%
Income tax description	The Tax Cut and Jobs Act which was enacted on December 22, 2017 reduced the federal corporate income tax rate from a maximum of 35% to a flat 21%.

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rates Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Tax benefit at U.S. statutory rate	$ 924,190	$ 509,226
State taxes, net of federal benefit	60,548
Stock and stock based compensation	(80,291)	(362,519)
Change in fair value of convertible bridge notes and derivatives	(426,489)	274,724
Amortization of preferred stock discount	(42,552)	(46,779)
Gain on extinguishment of liabilities	155,285
Change of U.S. federal rate	(695,021)
Other permanent differences	36,973	(24,877)
Change in valuation allowance	67,357	(349,775)
Income Tax Expense (Benefit)

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carry-forward	$ 1,387,476	$ 1,410,055
Deferred tax liabilities - accrued salaries		79,412
Deferred tax liabilities - accrued interest	46,069	11,269
Depreciation expense	343	509
Net deferred tax assets	1,433,888	1,501,245
Valuation allowance	(1,433,888)	(1,501,245)
Total net deferred tax asset

Notes Payable and Debentures (D

Notes Payable and Debentures (Details Narrative) - USD ($)	Dec. 22, 2017	Mar. 22, 2017	Mar. 31, 2017	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Sep. 30, 2016
Due date of debt instrument		Dec. 31, 2017
Exercise price of warrants					$ 0.50
Discount original issue of discount					$ 1,062	$ 126,217
Secured convertible debentures principal amount					165,000	165,000
Common stock price per share		$ 0.15
Payment for defaults		$ 30,000
Late penalty		15,000
Accrued interest		$ 15,000
Debt conversion shares issued, value						270,750
Bridge note embedded conversion feature					3,270,000
Convertible bridge notes, net					3,270,000
Income and (charge) to earnings					1,254,379
Bridge Offering [Member]
Bridge note embedded conversion feature					600,000
Bridge offering amount					$ 23,756
Original issuance discount percentage					50.00%
Three Directors and One Shareholder [Member]
Debt conversion shares issued, value				$ 168,152
Tranche [Member]
Convertible promissory note			$ 1,050,000	$ 1,050,000
Convertible Promissory Notes [Member]
Debt face amount					$ 1,841,908
Conversion valuation closing amount					5,000,000
Conversion valuation ceiling amount					12,000,000
Conversion valuation floor amount					6,000,000
Convertible bridge notes, net					$ 3,270,000
Short-term debt, term					36 months
Annual interest rate					15.00%
Modification and Extension Agreement [Member] | Senior Secured Convertible Debentures [Member]
Due date of debt instrument			Jul. 31, 2017
Discount original issue of discount					$ 20,750
Secured convertible debentures principal amount					$ 165,000	$ 165,000
Common stock price per share						$ 0.10
Modification and Extension Agreement [Member] | Senior Secured Convertible Debentures [Member] | Maximum [Member]
Debt conversion price per share			$ 0.21	$ 0.21
Modification and Extension Agreement [Member] | Senior Secured Convertible Debentures [Member] | Minimum [Member]
Debt conversion price per share			$ 0.15	$ 0.15
Verbal Agreement [Member]
Exercise price of warrants							$ 0.50
Loan Agreement [Member] | Accredited Investor [Member]
Debt face amount	$ 150,000
Short-term debt, interest rate	20.00%
Shares issued for loan issuance costs	100,000
Value of shares issued for loan issuance costs	$ 26,000
Loan issuance cost paid in cash	$ 3,000

Fair Value Measurement and De40

Fair Value Measurement and Derivatives (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Adjustment of retained earnings	$ 388,667
Dividend yield	0.00%
Risk free rate	1.91%
Expected term	2 years 2 months 30 days
Minimum [Member]
Volatility	75.00%
Maximum [Member]
Volatility	120.00%

Fair Value Measurement and De41

Fair Value Measurement and Derivatives - Schedule of Liabilities Measured at Fair Value (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Convertible bridge notes	$ 3,270,000
Preferred stock embedded conversion feature		$ 123,266
Anti-dilution provision in common stock warrants included with preferred stock		52,904
Debenture embedded conversion feature		25,884
Anti-dilution provision in common stock warrants included with debentures		10,988
Total	3,270,000	213,042
Level 1 [Member]
Convertible bridge notes
Preferred stock embedded conversion feature
Anti-dilution provision in common stock warrants included with preferred stock
Debenture embedded conversion feature
Anti-dilution provision in common stock warrants included with debentures
Total
Level 2 [Member]
Convertible bridge notes
Preferred stock embedded conversion feature
Anti-dilution provision in common stock warrants included with preferred stock
Debenture embedded conversion feature
Anti-dilution provision in common stock warrants included with debentures
Total
Level 3 [Member]
Convertible bridge notes	3,270,000
Preferred stock embedded conversion feature		123,266
Anti-dilution provision in common stock warrants included with preferred stock		52,904
Debenture embedded conversion feature		25,884
Anti-dilution provision in common stock warrants included with debentures		10,988
Total	$ 3,270,000	$ 213,042

Fair Value Measurement and De42

Fair Value Measurement and Derivatives - Schedule of Reconciliation of Level 3 Conversion Option Liability (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair value beginning of period	$ 213,042	$ 1,067,989
Reclassification of derivatives to equity upon adoption of ASU 2017-11	(213,042)
Issuances of debt	1,841,908
Accrued interest	184,963
Unamortized debt issuance costs	(11,250)
Net unrealized loss on convertible bridge notes	1,254,379
Net unrealized gain on derivatives		(808,011)
Purchases and issuances (sales and settlements)		(46,936)
Fair value, end of period	3,270,000	213,042
Changes in unrealized gains, included in income on instruments held at end of year		(808,011)
Preferred Stock Embedded Conversion Feature [Member]
Fair value beginning of period	123,266	376,065
Reclassification of derivatives to equity upon adoption of ASU 2017-11	(123,266)
Issuances of debt
Accrued interest
Unamortized debt issuance costs
Net unrealized loss on convertible bridge notes
Net unrealized gain on derivatives		(277,337)
Purchases and issuances (sales and settlements)		24,538
Fair value, end of period		123,266
Changes in unrealized gains, included in income on instruments held at end of year		(277,337)
Anti-dilution Provision in Common Stock Warrants Included with Preferred Stock [Member]
Fair value beginning of period	52,904	51,203
Reclassification of derivatives to equity upon adoption of ASU 2017-11	(52,904)
Issuances of debt
Accrued interest
Unamortized debt issuance costs
Net unrealized loss on convertible bridge notes
Net unrealized gain on derivatives		(52,800)
Purchases and issuances (sales and settlements)		54,501
Fair value, end of period		52,904
Changes in unrealized gains, included in income on instruments held at end of year		(52,800)
Debenture Embedded Conversion Feature [Member]
Fair value beginning of period	25,884	560,778
Reclassification of derivatives to equity upon adoption of ASU 2017-11	(25,884)
Issuances of debt
Accrued interest
Unamortized debt issuance costs
Net unrealized loss on convertible bridge notes
Net unrealized gain on derivatives		(408,919)
Purchases and issuances (sales and settlements)		(125,975)
Fair value, end of period		25,884
Changes in unrealized gains, included in income on instruments held at end of year		(408,919)
Anti-dilution Provision in Common Stock Warrants Included with Debentures [Member]
Fair value beginning of period	10,988	79,943
Reclassification of derivatives to equity upon adoption of ASU 2017-11	(10,988)
Issuances of debt
Accrued interest
Unamortized debt issuance costs
Net unrealized loss on convertible bridge notes
Net unrealized gain on derivatives		(68,955)
Purchases and issuances (sales and settlements)
Fair value, end of period		10,988
Changes in unrealized gains, included in income on instruments held at end of year		(68,955)
Convertible Bridge Notes [Member]
Fair value beginning of period
Reclassification of derivatives to equity upon adoption of ASU 2017-11
Issuances of debt	1,841,908
Accrued interest	184,963
Unamortized debt issuance costs	(11,250)
Net unrealized loss on convertible bridge notes	1,254,379
Fair value, end of period	$ 3,270,000

Common Stock, Preferred Stock43

Common Stock, Preferred Stock and Warrants (Details Narrative) - USD ($)	May 02, 2017	Feb. 27, 2017	Apr. 30, 2017	Sep. 30, 2016	Dec. 31, 2017	Dec. 31, 2016
Stock issued during period, shares					18,738,195
Stock issued during period, value					$ 470,279	$ 157,500
Common stock description					To fully earn 10,000,000 shares, the Company’s CEO must continue to serve with the Company for a period of at least 12 months from July 2017, during which 12 month or extended period: (1) the Company must complete at least $3 million in funding and (2) complete its first strategic acquisition. To fully earn 5,000,000 shares, the Company’s President must continue to serve the Company as a senior executive on a full-time basis for a period of at least 18 months from December 2016, during which 18 month or extended period: (1) the Company must complete at least $3 million in funding and (2) complete its first strategic acquisition. If these conditions are not met, the executives may forfeit all of their shares at the discretion of the Board.
Repayment of debt					$ 150,000
Gain on extinguishable of liabilities					456,720	$ (31,696)
Issuance of stock consultants, shares					$ 209,600
Preferred stock, shares issued					600	600
Preferred stock, shares outstanding					600	600
Convertible preferred stock conversion price per share					$ 0.10
Preferred stock liquidation preference equal to aggregate purchase price plus accrued dividends					$ 600,000
Preferred stock dividend percentage				6.00%	6.00%
Warrant term					5 years
Exercise price of warrants					$ 0.50
Convertible preferred stock consent percentage					67.00%
Convertible preferred stock term					2 years
Unamortized discount					$ 1,062	$ 126,217
Interest expense related to preferred stock discount					$ 125,154	$ 137,585
Embedded Conversion Feature of Preferred Stock [Member]
Exercise price of warrants					$ 0.50
Cumulative accumulated deficit					$ 42,925
Embedded Conversion Feature of Warrant [Member]
Cumulative accumulated deficit					69,957
Investor [Member]
Issuance of stock consultants	2,000,000
Issuance of stock consultants, shares	$ 209,600
CEO and President [Member]
Number of restricted stock shares of common stock issued		15,000,000
Former Employees and Vendors [Member]
Stock issued during period, shares			1,738,195
Stock issued during period, value			$ 260,679
Repayment of debt					85,623
Gain on extinguishable of liabilities					$ 33,313

Common Stock, Preferred Stock44

Common Stock, Preferred Stock and Warrants - Summary of All Outstanding Common Stock Warrants (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Exercise price per share	$ 0.50
Average remaining term in years	5 years
Warrants Issued in Connection with Issuance of Debentures [Member]
Number of warrants | shares	415,000
Exercise price per share	$ 0.50
Average remaining term in years	1 year 6 months
Warrants Issued in Connection with Issuance of Preferred Stock [Member]
Number of warrants | shares	1,153,845
Exercise price per share	$ 0.50
Average remaining term in years	2 years 9 months 18 days
Warrants Issued in Connection with a Services Contract [Member]
Number of warrants | shares	1,000,000
Exercise price per share	$ 0.20
Average remaining term in years	2 years 2 months 23 days
Warrants Issued in Connection with a Services Contract [Member]
Number of warrants | shares	1,000,000
Exercise price per share	$ 0.35
Average remaining term in years	2 years 2 months 23 days

Stock Options and Restricted 45

Stock Options and Restricted Stock Units (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	May 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Jul. 31, 2014
Number of options issued		800,000	4,410,000
Exercise price per share		$ 0.21	$ 0.21
2016 Plan [Member]
Number of shares authorized for grant				4,000,000
Maturity of options	5 years 2 months 30 days
Exercise price per share	$ 0.21
Options grants in period, value	$ 96,800
Amortization of stock option grants		$ 236,149
2016 Plan [Member] | One New Board Member [Member]
Number of options issued	400,000
Maturity of options	10 years
Exercise price per share	$ 0.21
2016 Plan [Member] | One New Board Advisor Member [Member]
Number of options issued	400,000
Maturity of options	10 years
Exercise price per share	$ 0.21

Stock Options and Restricted 46

Stock Options and Restricted Stock Units - Summary of Common Stock Options Issued Under Option Plans (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number Outstanding Beginning Balance	6,115,480	1,745,480
Number Outstanding, Options issued	800,000	4,410,000
Number Outstanding, Options exercised
Number Outstanding, Options cancelled		(40,000)
Number Outstanding Ending Balance	6,915,480	6,115,480
Weighted Avg. Exercise Price Beginning balance	$ 0.21	$ 0.30
Weighted Avg. Exercise Price, Options issued	0.21	0.21
Weighted Avg. Exercise Price, Options exercised
Weighted Avg. Exercise Price, Options cancelled		0.30
Weighted Avg. Exercise Price Ending Balance	$ 0.21	$ 0.21
Weighted Avg. Remaining Contractual Life (Years) Beginning	7 years 1 month 6 days	7 years 1 month 6 days
Weighted Avg. Remaining Contractual Life (Years), Options issued	9 years 2 months 12 days	3 years 6 months
Weighted Avg. Remaining Contractual Life (Years), Options exercised	0 years	0 years
Weighted Avg. Remaining Contractual Life (Years), Options cancelled	0 years	5 years 1 month 6 days
Weighted Avg. Remaining Contractual Life (Years) Ending	5 years 7 months 6 days	7 years 1 month 6 days

Stock Options and Restricted 47

Stock Options and Restricted Stock Units - Schedule of Vested and Exercisable Options at Period End (Details)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Exercisable/ Vested Options Outstanding | shares	6,828,813
Weighted Avg. Exercise Price | $ / shares	$ 0.21
Weighted Avg. Remaining Contractual Life (Years)	5 years 7 months 6 days

Stock Options and Restricted 48

Stock Options and Restricted Stock Units - Schedule of Fair Value of New Stock Options Granted Using Following Assumptions (Details)	12 Months Ended
	Dec. 31, 2017$ / shares
Expected dividend yield	0.00%
Minimum [Member]
Risk free interest rate	1.28%
Expected volatility	101.20%
Expected term in years	2 years 29 days
Average value per options	$ 0.04
Maximum [Member]
Risk free interest rate	1.84%
Expected volatility	125.00%
Expected term in years	5 years 2 months 30 days
Average value per options	$ 0.08

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - Employment Agreement [Member]	Apr. 02, 2017USD ($)	Apr. 02, 2017USD ($)
Base salary	$ 350,000
Description of base salary	The Chairman receives a $12,500 per month fee starting April 1 and continuing until the Company raises its next round of funding in the minimum amount of $5,000,000, at which time, his base salary will be increased to $350,000 per year. The President and General Counsel receives a $10,000 per month fee starting on April 1, and at such time that the Company raises its next round of funding in the minimum amount of $5,000,000, he will receive a base salary of $220,000 per year.
Chairman [Member]
Base salary	$ 12,500
Minimum amount of capital contribution	5,000,000	$ 5,000,000
President and General Counsel [Member]
Base salary	$ 10,000	$ 220,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - $ / shares	Mar. 22, 2017	Dec. 31, 2017
Debt maturity date	Dec. 31, 2017
Subsequent Event [Member]
Debt maturity date		Jul. 31, 2018
conversion price per share		$ 0.10