Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Clean Energy Technologies, Inc. |
Entity Central Index Key | 0001329606 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | |||
Cash | $ 501,459 | $ 7,406 | $ 6,456 |
Accounts receivable - net | 1,220,564 | 1,288,258 | 507,261 |
Lease receivable asset | 217,584 | 217,584 | 217,584 |
Inventory | 523,457 | 630,204 | 711,894 |
Total Current Assets | 2,463,064 | 2,143,452 | 1,443,195 |
Property and Equipment - Net | 67,993 | 74,467 | 96,027 |
Goodwill | 747,976 | 747,976 | 747,976 |
License | 354,322 | 354,322 | 354,322 |
Patents | 136,352 | 139,322 | 151,199 |
Right of use asset - long term | 771,149 | 822,284 | |
Other Assets | 25,400 | 25,400 | 25,400 |
Total Non Current assets | 2,103,192 | 2,163,771 | 1,374,924 |
Total Assets | 4,566,256 | 4,307,223 | 2,818,119 |
Current Liabilities: | |||
Bank Overdraft | 1,480 | 5,850 | |
Accounts payable - trade | 1,703,830 | 1,587,989 | 1,033,375 |
Accrued Expenses | 582,371 | 503,849 | 1,786,796 |
Accrued Expenses Related party | 322,545 | 123,394 | |
Customer Deposits | 82,730 | 309,230 | 365,815 |
Warranty Liability | 100,000 | 100,000 | 100,000 |
Deferred Revenue | 33,000 | 47,750 | 33,000 |
Derivative Liability | 586,749 | 320,794 | 245,988 |
Facility Lease Liability - current | 205,592 | 201,297 | |
Line of Credit | 1,692,126 | 1,617,086 | |
Notes payable - GE | 2,400,214 | 2,386,234 | |
Convertible Notes Payable (net of discount of 156,548 and 80,647 respectively) | 411,362 | 373,249 | |
Notes Payable - Current (net of note discount of 80,647 and 78.907 respectively) | 3,133,199 | 2,775,090 | |
Notes Payable - Current - Related Party (net of note discount of 29,227 and respectively 298,116 | 1,206,370 | 1,144,505 | |
Related Party Notes Payable (net of discount of 0 and 29,227 Respectively | 1,597,582 | 1,480,183 | |
Total Current Liabilities | 9,395,556 | 8,929,141 | 7,613,813 |
Long-Term Debt: | |||
Facility Lease Liability - long term | 577,751 | 630,560 | |
Net Long-Term Debt | 577,751 | 630,560 | |
Total Liabilities | 9,973,307 | 9,559,701 | 7,613,813 |
Commitments and contingencies | |||
Stockholders' (Deficit) | |||
Preferred D stock, value | 570,000 | 650,000 | 750,000 |
Common stock, value | 762,132 | 753,909 | 555,585 |
Shares to be issued | 262,000 | ||
Additional paid-in capital | 7,790,109 | 7,559,331 | 5,236,456 |
Accumulated deficit | (14,529,292) | (14,215,718) | (11,599,735) |
Total Stockholders' (Deficit) | (5,407,051) | (5,252,478) | (4,795,694) |
Total Liabilities and Stockholders' Deficit | $ 4,566,256 | $ 4,307,223 | $ 2,818,119 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Convertible note, net of note discount current | $ 156,548 | $ 80,647 | $ 78,907 |
Net of note discount current, related party | $ 0 | $ 29,227 | $ 298,116 |
Preferred D stock, shares par value | $ 100 | $ 100 | $ 100 |
Preferred D stock, shares authorized | 20,000 | 20,000 | 20,000 |
Preferred D stock, shares issued | 7,500 | 7,500 | |
Preferred D stock, shares outstanding | 5,700 | 6,500 | 7,500 |
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 762,130,989 | 753,907,656 | 555,582,656 |
Common stock, shares outstanding | 762,130,989 | 753,907,656 | 555,582,656 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Sales | $ 858,816 | $ 224,363 | $ 1,610,008 | $ 1,331,171 |
Cost of Goods Sold | 343,277 | 149,177 | 952,782 | 810,489 |
Gross Profit | 515,539 | 75,186 | 657,226 | 520,682 |
General and Administrative | ||||
General and Administrative expense | 95,720 | 60,642 | 382,871 | 232,571 |
Salaries | 209,547 | 203,303 | 802,951 | 740,146 |
Professional Fees | 21,887 | 4,019 | 130,709 | 142,234 |
Travel | 29,158 | 40,117 | 246,078 | 114,534 |
Consulting | 73,443 | 79,084 | ||
Bad Debt Expense | 128,463 | 50,000 | ||
Facility lease and Maintenance | 110,455 | 82,034 | 305,883 | 280,239 |
Depreciation and Amortization | 9,443 | 11,763 | 41,437 | 52,444 |
Share Based Expense | 353,140 | |||
Total Expenses | 476,210 | 401,878 | 2,111,835 | 2,044,392 |
Net Profit / (Loss) From Operations | 39,329 | (326,692) | (1,454,609) | (1,523,710) |
Change in derivative liability | (130,994) | (159,733) | 216,269 | 116,259 |
Gain / (Loss) on debt settlement | 22,221 | |||
Gain / (Loss) on disposition of assets | 2,389 | |||
Interest and Financing fees | (244,130) | (240,352) | (1,317,643) | (1,404,955) |
Net Profit / (Loss) Before Income Taxes | (313,574) | (726,777) | (2,555,983) | (2,810,017) |
Income Tax Expense | ||||
Net Profit / (Loss) | $ (313,574) | $ (726,777) | $ (2,555,983) | $ (2,810,017) |
Per Share Information: | ||||
Basic and diluted weighted average number of common shares outstanding | 758,170,513 | 566,027,100 | 641,349,437 | 553,354,983 |
Net Profit / (Loss) per common share basic and diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Stock to be Issued [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 210,883 | $ 750,000 | $ 58,000 | $ 3,657,653 | $ (8,789,718) | $ (4,113,182) |
Balance, shares at Dec. 31, 2017 | 210,881,122 | 7,500 | ||||
Shares to be issued | $ 4,000 | (58,000) | 54,000 | |||
Shares to be issued, shares | 4,000,000 | |||||
Shares to be issued for compensation | 262,000 | 262,000 | ||||
Shares to be issued for compensation, shares | ||||||
Shares issued for Note conversions | $ 22,939 | 184,064 | 207,003 | |||
Shares issued for Note conversions, shares | 22,938,867 | |||||
Shares issued for Services | $ 13,800 | 59,340 | 73,140 | |||
Shares issued for Services, shares | 13,800,000 | |||||
Shares issued for cash | $ 302,463 | 604,914 | 907,377 | |||
Shares issued for cash, shares | 302,462,667 | |||||
BCF on notes payable | 659,985 | 659,985 | ||||
Shares issued for services | $ 1,500 | 16,500 | 18,000 | |||
Shares issued for Services, shares | 1,500,000 | |||||
Net Loss | (2,810,017) | (2,810,017) | ||||
Balance at Dec. 31, 2018 | $ 555,585 | $ 750,000 | 262,000 | 5,236,456 | (11,599,735) | (4,795,694) |
Balance, shares at Dec. 31, 2018 | 555,582,656 | 7,500 | ||||
Shares to be issued for compensation | $ 20,000 | (262,000) | 242,000 | |||
Shares to be issued for compensation, shares | 20,000,000 | |||||
Net Loss | (726,777) | (726,777) | ||||
Balance at Mar. 31, 2019 | $ 575,584 | $ 750,000 | 5,478,457 | (12,326,512) | (5,522,471) | |
Balance, shares at Mar. 31, 2019 | 575,582,656 | 7,500 | ||||
Balance at Dec. 31, 2018 | $ 555,585 | $ 750,000 | 262,000 | 5,236,456 | (11,599,735) | (4,795,694) |
Balance, shares at Dec. 31, 2018 | 555,582,656 | 7,500 | ||||
Shares to be issued for compensation | $ 20,000 | (262,000) | 242,000 | |||
Shares to be issued for compensation, shares | 20,000,000 | |||||
Shares returned from admin. hold | $ 75 | (75) | ||||
Shares returned from admin. hold, shares | 75,000 | |||||
Shares issued for cash | $ 174,249 | 1,924,950 | 2,099,199 | |||
Shares issued for cash, shares | 174,250,000 | |||||
Preferred shares reclassed | $ (20,000) | 20,000 | ||||
Preferred shares reclassed, shares | (200) | |||||
Shares issued for Preferred stock conversion | $ 4,000 | $ (80,000) | 136,000 | (60,000) | ||
Shares issued for Preferred stock conversion, shares | 4,000,000 | (800) | ||||
Shares issued for debt conversion, shares | 8,125,000 | |||||
Net Loss | (2,555,983) | $ (2,555,983) | ||||
Balance at Dec. 31, 2019 | $ 753,909 | $ 650,000 | 7,559,331 | (14,215,718) | (5,252,478) | |
Balance, shares at Dec. 31, 2019 | 753,907,656 | 6,500 | ||||
Balance at Mar. 31, 2019 | $ 575,584 | $ 750,000 | 5,478,457 | (12,326,512) | (5,522,471) | |
Balance, shares at Mar. 31, 2019 | 575,582,656 | 7,500 | ||||
Shares to be issued | 932,680 | 1,066,520 | 1,999,200 | |||
Shares returned from admin. hold | $ 75 | (75) | ||||
Shares returned from admin. hold, shares | 75,000 | |||||
Shares issued for cash | $ 500 | 9,500 | 10,000 | |||
Shares issued for cash, shares | 500,000 | |||||
Preferred shares reclassed | $ (20,000) | 20,000 | ||||
Preferred shares reclassed, shares | (200) | |||||
Shares issued for Preferred stock conversion | $ 4,000 | $ (80,000) | 136,000 | (60,000) | ||
Shares issued for Preferred stock conversion, shares | 4,000,000 | (800) | ||||
Net Loss | (841,795) | (841,795) | ||||
Balance at Jun. 30, 2019 | $ 580,159 | $ 650,000 | 932,680 | 6,710,402 | (13,228,307) | (4,355,066) |
Balance, shares at Jun. 30, 2019 | 580,157,656 | 6,500 | ||||
Shares to be issued | $ 168,000 | (932,680) | 764,680 | |||
Shares to be issued, shares | 168,000,000 | |||||
Shares issued for cash | $ 500 | 9,500 | 10,000 | |||
Shares issued for cash, shares | 500,000 | |||||
Subscriptions Received | 5,000 | 5,000 | ||||
Net Loss | (658,688) | (658,688) | ||||
Balance at Sep. 30, 2019 | $ 748,659 | $ 650,000 | 5,000 | 7,484,582 | (13,886,995) | (4,998,754) |
Balance, shares at Sep. 30, 2019 | 748,657,656 | 6,500 | ||||
Shares to be issued | ||||||
Shares to be issued, shares | ||||||
Shares issued for cash | $ 250 | (5,000) | 4,750 | |||
Shares issued for cash, shares | 250,000 | |||||
Subscriptions Received | $ 5,000 | 70,000 | 75,000 | |||
Subscriptions Received, shares | 5,000,000 | |||||
Net Loss | (328,723) | (328,723) | ||||
Balance at Dec. 31, 2019 | $ 753,909 | $ 650,000 | 7,559,331 | (14,215,718) | (5,252,478) | |
Balance, shares at Dec. 31, 2019 | 753,907,656 | 6,500 | ||||
Shares issued for cash | $ 4,523 | 120,477 | 125,000 | |||
Shares issued for cash, shares | 4,523,333 | |||||
Shares issued for Preferred stock conversion | $ 2,000 | $ (80,000) | 78,000 | |||
Shares issued for Preferred stock conversion, shares | 2,000,000 | (800) | ||||
Shares issued for debt conversion | $ 1,700 | 32,300 | $ 34,000 | |||
Shares issued for debt conversion, shares | 1,700,000 | 498,211,169 | ||||
Net Loss | (313,574) | $ (313,574) | ||||
Balance at Mar. 31, 2020 | $ 762,132 | $ 570,000 | $ 7,790,109 | $ (14,529,292) | $ (5,407,051) | |
Balance, shares at Mar. 31, 2020 | 762,130,989 | 5,700 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||||
Net Income / ( Loss ) | $ (313,574) | $ (726,777) | $ (2,555,983) | $ (2,810,017) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 9,443 | 11,763 | 41,437 | 52,444 |
Gain on debt settlement | (22,221) | |||
Share based compensation | 353,140 | |||
Bad debt expense | 128,463 | 50,000 | ||
Gain on disposal of fixed assets | (2,389) | |||
Financing fees and debt discount | 68,010 | 86,756 | 447,672 | |
Change in derivative liability | 130,994 | 253,576 | 269,732 | 116,259 |
Changes in assets and liabilities: | ||||
(Increase) decrease in right of use asset | 51,135 | (822,284) | ||
(Increase) decrease in lease liability | (48,514) | 831,857 | ||
(Increase) decrease in accounts receivable | 67,694 | (54,359) | (909,460) | (297,764) |
(Increase) decrease in inventory | 106,747 | (32,010) | 81,690 | 142,653 |
(Increase) decrease in other assets | (1,171) | |||
(Decrease) increase in accounts payable | 115,841 | 89,435 | 430,988 | 36,901 |
Other (Decrease) increase in accrued expenses | 91,300 | 118,195 | 35,320 | 169,152 |
Other (Decrease) increase in accrued expenses related party | 23,889 | 199,151 | ||
Other (Decrease) increase in deferred revenue | (14,750) | 14,750 | 14,750 | 33,000 |
Other (Decrease) increase in customer deposits | (226,500) | (6,585) | (56,585) | 267,221 |
Net Cash Provided by (Used In) Operating Activities | 39,493 | (332,012) | (2,224,168) | (1,442,899) |
Cash Flows from Investing Activities | ||||
Purchase property plant and equipment | (8,000) | |||
Cash Flows Used In Investing Activities | (8,000) | |||
Cash Flows from Financing Activities | ||||
Bank Overdraft / (Repayment) | (1,480) | 373 | (4,370) | (5,013) |
Payments on notes payable | (277,685) | (218,295) | ||
Payments on notes payable related party | (375,000) | |||
Proceeds from notes payable and lines of credit | 271,040 | 326,215 | 598,024 | 755,868 |
Proceeds from notes payable related party | 60,000 | 192,950 | ||
Stock issued for cash | 125,000 | 2,099,199 | 907,377 | |
Cash Flows Provided By Financing Activities | 454,560 | 326,588 | 2,233,118 | 1,439,937 |
Net (Decrease) Increase in Cash and Cash Equivalents | 494,053 | (5,424) | 950 | (2,962) |
Cash and Cash Equivalents at Beginning of Period | 7,406 | 6,456 | 6,456 | 9,418 |
Cash and Cash Equivalents at End of Period | 501,459 | 1,032 | 7,406 | 6,456 |
Supplemental Cashflow Information: | ||||
Interest Paid | 75,040 | 106,368 | 543,220 | 328,862 |
Taxes Paid | ||||
Supplemental Non-Cash Disclosure | ||||
Discount on derivatives | 134,961 | 138,000 | ||
Shares issued for Services | 353,140 | |||
Shares issued for Accounts payable paid in shares | 35,368 | |||
Shares issued for preferred conversions | 80,000 | 80,000 | ||
Shares issued for debt conversion conversions | $ 34,000 | |||
Shares issued for note conversions | $ 171,635 |
General
General | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Notes 1- GENERAL Corporate History With the vision to combat climate change and creating a better, cleaner and environmentally sustainable future Clean Energy HRS LLC a wholly owned subsidiary of Clean Energy Technologies, Inc. acquired the assets of Heat Recovery Solutions from General Electric International on September 11, 2015. The GE HRS asset acquisition and related financing transactions resulted in a change of control of the Company according to FASB No. 2014-17 Business Combinations (Topic 805). As a result, the transactions qualify as a business combination. In accordance with Topic 805, the Company elected to apply pushdown accounting, using the valuation date of December 31, 2015. As a result we recognized $747,976 in goodwill. General Electric acquired the rights and 16 global patents to the magnetic bearing technology from Calnetix in October of 2010 and further developed the next generation of the waste heat generators, which was ultimately acquired by Clean Energy Technologies from GE. We completed our production facility post the acquisition in October of 2016. We consolidated our legacy and HRS operations and began our production in early 2017. In early 2018 we engaged with a large institutional equity partner and closed our first round of funding. We are successfully executing on our business strategy by increasing our market presence and broadening our product portfolio in the heat to power markets. We’re continuing to design, build and ship products to Europe, US, Canada, South East Pacific regions and planned expansion into Asia. We are continuing to build a strong back log and pipeline of opportunities while developing the next disruptive heat to power generators with the support of our new equity partners. Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of $5,252,478 and a working capital deficit of $6,785,689 and a net loss of $2,555,983 for the year ended December 31, 2019. The company also had an accumulated deficit of $14,215,718 as of December 31, 2019 and used $2,224,168 in net cash from operating activities for the year ended December 31, 2019. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. Plan of Operation Our marketing approach is to position CETY as a worldwide leader in the heat to power & energy efficiency markets by targeting industries that have wasted heat which could potentially turn into electricity. We are leveraging our proprietary magnetic bearing turbine technology and over 100 installation with 1 million fleet operating to increase our market share in low to medium temperature waste heat recovery markets. We utilize both a direct sales force and global distribution group with expertise in heat recovery solutions and clean energy markets. We have also established relationships with integrators, consultant and project developers and integrated solution providers. We plan to leverage our core expertise to identify, acquire and develop leading clean energy and clean technology solutions and products. We will continue to utilize our relationships and expertise to expand in clean and renewable energy sector through new in-house development of disruptive heat to power technologies, acquisitions, cogeneration, and licensing agreements. CETY maintains an online presence through our web portal and social media. Our application engineers assist in converting the opportunities into projects. We provide technical support to our Clean Cycle TM The sales of our products are related to the global prices for oil, gas, coal and solar energy. As prices increase our products produce a better return on investment for our customers. They are also dependent on regulatory drivers and financial incentives. CETY has implemented a new Enterprise Resource planning software by Microsoft providing accurate and timely information to support a more robust and efficient supply chain. The operational leadership is continually working on lowering the cost of manufacturing and identifying lower cost regions to support higher margins of our products. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: These unaudited interim consolidated financial statements as of and for the three months ended March 31, 2020, reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end December 31, 2019, report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and three months ended March 31, 2020, are not necessarily indicative of results for the entire year ending December 31, 2020. The summary of significant accounting policies of Clean Energy Technologies, Inc. is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of $5,407,051 and a working capital deficit of $6,932,492 and a net loss of $313,574 for the three months ended March 31, 2020. The company also had an accumulated deficit of $14,529,292 as of March 31, 2020. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Accounts Receivable We grant credit to our customers and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of March 31, 2020, and December 31, 2019, we had a reserve for potentially un-collectable accounts of $82,000 and $82,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. The three months ended March 31, 2020; Lease asset As of March 31, 2020, and 2019 we had a lease asset that was purchased from General electric with a value of $1,309,527, however due the purchase price allocation, we recognized a value of $217,584. The lease is due to be commissioned in the third quarter of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information. Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2020, and December 31, 2019, we had a reserve for potentially obsolete inventory of $250,000. Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years Long –Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance Obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In Addition a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) The following five steps are applied to achieve that core principle for our HRS and Cety Europe Divisions: ● Identify the contract with the customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when the company satisfies a performance obligation The following steps are applied to our legacy engineering and manufacturing division: ● We generate a quotation ● We receive Purchase orders from our customers. ● We build the product to their specification ● We invoice at the time of shipment ● The terms are typically Net 30 days Also, from time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e. a final payment of 10%. As of March 31, 2020 and December 31, 2019 we had $33,000 and $47,750 of deferred revenue, which is expected to be recognized in the third quarter of year 2020. There is an additional ~$150,000 to be billed for labor/installation/commissioning services per the customer contracts outstanding as of 12/31/19. Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility range of 90% to 112% and using a risk free interest rate of .15% The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of the Company’s financial instruments as of March 31, 2020 and December 31, 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 320,794 $ 320,794 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – March 31, 2020 $ – $ – $ 586,749 $ 586,749 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. Other Comprehensive Income We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. Net Profit (Loss) per Common Share Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At March 31, 2020, we had outstanding common shares of 762,130,989 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2020 and 2019 were 758,170,513 and 566,027,100, respectively. As of March 31, 2020, we had convertible notes and related party convertible notes, convertible into approximately 498,211,169 of additional common shares, outstanding preferred shares convertible into 8,125,000, calculated $.08 of additional common shares and 174,250,000 common stock warrants convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. Research and Development We had no amounts of research and development R&D expense during the three months ended March 31, 2020 and 2019. Segment Disclosure FASB Codification Topic 280, Segment Reporting An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net. Selected Financial Data For the three months ended March 31, 2020 2019 Net Sales Engineering and Manufacturing 107,567 151,633 Clean Energy HRS 748,750 25,448 Cety Europe 2,499 47,282 Total Sales 858,816 224,363 Segment income and reconciliation before tax Engineering and Manufacturing 26,606 25,141 Clean Energy HRS 486,434 17,835 Cety Europe 2,499 32,210 Total Segment income 515,539 75,186 Reconciling items General and administrative expense (95,720 ) (60,642 ) Salaries (209,547 ) (203,303 ) Travel (29,158 ) (40,117 ) Professional fees (21,887 ) (4,019 ) Facility lease (110,455 ) (82,034 ) Depreciation (9,443 ) (11,763 ) Change in derivative liability (130,994 ) (159,733 ) Gain debt settlement 22,221 - Interest Expense (244,130 ) (240,352 ) Net Loss before income tax (313,574 ) (726,777 ) March 31, 2020 December 31, 2019 Total Assets Electronics Assembly 1,851,175 1,877,916 Clean Energy HRS 2,696,079 2,405,628 Cety Europe 19,002 23,679 Total Assets 4,566,256 4,307,223 Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The three months ended March 31, 2020 and 2019 we had $0 and $0 respectively, in share-based expense, due to the issuance of common stock. As of March 31, 2020, we had no further non-vested expense to be recognized. Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense the three months ended March 31, 2020 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of March 31, 2020, we had a net operating loss carry-forward of approximately $(5,679,574) and a deferred tax asset of $1,192,711 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,192,711). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At March 31, 2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740. March 31, 2020 December 31, 2019 Deferred Tax Asset $ 1,192,711 $ 1,126,860 Valuation Allowance (1,192,711 ) (1,126,860 ) Deferred Tax Asset (Net) $ - $ - On February 13, 2018 , Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”). On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. This note was assigned to MGW Investments. This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, total liabilities or stockholders’ equity as previously reported. We reclassified accrued interest and other accrued expenses to the respective note’s payable accounts. See Note 8 for the GE liability, convertible notes payable and note 12 regarding the related party disclosure Recently Issued Accounting Standards The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and the impact on the company is under evaluation. | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The summary of significant accounting policies of Clean Energy Technologies, Inc. (formerly Probe Manufacturing, Inc.) is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Accounts Receivable We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of December 31, 2019, and December 31, 2018, we had a reserve for potentially un-collectable accounts of $82,000 and $57,000. Five (5) customers accounted for approximately 98% of accounts receivable at December 31, 2019. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. For the year ended December 31, 2019, Lease asset As of December 31, 2019, and 2018 we had a lease asset that was purchased from General electric with a value of $1,309,527, however due the the purchase price allocation, we recognized a value of $217,584. The lease is due to be commissioned in the third quarter of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information. Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of December 31, 2019 and December 31, 2018, we had a reserve for potentially obsolete inventory of $250,000. Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years Long –Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance Obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In Addition a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) The following five steps are applied to achieve that core principle for our HRS and Cety Europe Divisions: ● Identify the contract with the customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when the company satisfies a performance obligation The following steps are applied to our legacy engineering and manufacturing division: ● We generate a quotation ● We receive Purchase orders from our customers. ● We build the product to their specification ● We invoice at the time of shipment ● The terms are typically Net 30 days Also, from time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e. a final payment of 10%. As of December 31, 2019 and 2018 we had $47,750 and 33,000 of deferred revenue, which is expected to be recognized in the third quarter of year 2020. There is an additional ~$150,000 to be billed for labor/installation/commissioning services per the customer contracts outstanding as of 12/31/19. Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility of 112% and using a risk free interest rate of 2.54% The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of the Company’s financial instruments as of December 31 2018 and 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 245,988 $ 245,988 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 320,794 $ 320,794 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. Other Comprehensive Income We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. Net Profit (Loss) per Common Share Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At December 31, 2019, we had outstanding common shares of 753,907,656 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at December 31, 2019 and 2018 were 641,349,437 and 553,354,983, respectively. As of December 31, 2019, we had convertible notes, convertible into approximately 411,446,077 of additional common shares, outstanding preferred shares convertible into 8,125,000, calculated $.08 of additional common shares and 174,250,000 common stock warrants convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. Research and Development We had no amounts of research and development R&D expense during the year ended December 31, 2019 and 2018. Segment Disclosure FASB Codification Topic 280, Segment Reporting An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net. Selected Financial Data Years ended December 31, 2019 2018 Net Sales Engineering and Manufacturing 513,919 567,417 Clean Energy HRS 1,012,895 752,783 CETY Europe 83,194 10,971 Total Sales 1,610,008 1,331,171 Segment income and reconciliation before tax Engineering and Manufacturing 150,741 56,231 Clean Energy HRS 428,445 457,978 CCETY Europe 78,040 6,473 Total Segment income 657,226 520,682 Reconciling items General and Administrative expense (382,871 ) (232,571 ) Salaries (802,951 ) (740,146 ) Professional fees (130,709 ) (142,234 ) Travel (246,078 ) (114,534 ) Consulting (73,443 ) (79,084 ) Bad debt expense (128,463 (50,000 ) Facility lease (305,883 ) (280,239 ) Depreciation (41,437 ) (52,444 ) Share Based Expense - (353,140 ) Change in derivative liability 216,269 116,259 Gain / (Loss) on disposition of assets - 2,389 Interest Expense (1,317,643 ) (1,404,955 ) Net Loss before income tax (2,555,983 ) (2,810,017 ) December 31, 2019 December 31, 2018 Total Assets Electronics Assembly 1,877,916 1,029,129 Clean Energy HRS 2,405,628 1,777,354 Cety Europe 23,679 11,636 Total Assets 4,307,223 2,818,119 Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the year ended December 31, 2019 and 2018 we had $0 and $353,140 respectively, in share-based expense, due to the issuance of common stock. As of December 31, 2019, we had no further non-vested expense to be recognized. Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2019 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of December 31, 2019, we had a net operating loss carry-forward of approximately $(5,366,000) and a deferred tax asset of $1,126,860 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,126,860). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2019 the Company had not taken any tax positions that would require disclosure under FASB ASC 740. December 31, 2019 December 31, 2018 Deferred Tax Asset $ 1,126,860 $ 515,944 Valuation Allowance (1,126,860 ) (515,944 ) Deferred Tax Asset (Net) $ - $ - On February 13, 2018 , Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”). On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. This note was assigned to MGW Investments. This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. Recently Issued Accounting Standards The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and will have minimal impact on the company. |
Accounts and Notes Receivable
Accounts and Notes Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Accounts and Notes Receivable | NOTE 2 – ACCOUNTS AND NOTES RECEIVABLE March 31, 2020 December 31, 2019 Accounts Receivable $ 1,302,564 $ 1,370,258 Less Reserve for uncollectable accounts (82,000 ) (82,000 ) Accounts Receivable (Net) $ 1,220,564 $ 1,288,258 Our Accounts Receivable is pledged to Nations Interbanc, our line of credit. | NOTE 3 – ACCOUNTS AND NOTES RECEIVABLE December 31, 2019 December 31, 2017 Accounts Receivable $ 1,370,258 $ 564,261 Less Reserve for uncollectable accounts (82,000 ) (57,000 ) Accounts Receivable (Net) $ 1,288,258 $ 507,261 Our Accounts Receivable is pledged to Nations Interbanc, our line of credit. December 31, 2019 December 31, 2017 Lease asset $ 217,584 $ 217,584 The Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of December 31, 2019 any collection on the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and no net lease investments recognized on the sales-type lease pursuant to ASC 842-30-25-3. |
Lease Asset
Lease Asset | 3 Months Ended |
Mar. 31, 2020 | |
Lease Asset | |
Lease Asset | Note 3 – Lease Asset March 31, 2020 December 31, 2019 Lease asset $ 217,584 $ 217,584 The Company is currently modifying the assets subject to lease to meet the provisions of the agreement, and as of March 31, 2020 any collection on the lease payments was not yet considered probable, resulting in no derecognition of the underlying asset and no net lease investments recognized on the sales-type lease pursuant to ASC 842-30-25-3. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventory | NOTE 4 – INVENTORY Inventories by major classification were comprised of the following at: March 31, 2020 December 31, 2019 Raw Material $ 745,012 $ 848,464 Work in Process 28,445 31,740 Total 773,457 880,204 Less reserve for excess or obsolete inventory (250,000 ) (250,000 ) Inventory $ 523,457 $ 630,204 Our Inventory is pledged to Nations Interbanc, our line of credit. | NOTE 4 – INVENTORY Inventories by major classification were comprised of the following at: December 31, 2019 December 31, 2018 Raw Material $ 848,464 $ 952,214 Work in Process 31,740 9,680 Total 880,204 961,894 Less reserve for excess or obsolete inventory (250,000 ) (250,000 ) Inventory $ 630,204 $ 711,894 Our Inventory is pledged to Nations Interbanc, our line of credit. |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at: March 31, 2020 December 31, 2019 Capital Equipment $ 1,350,794 $ 1,350,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,358,237 ) (1,351,763 ) Net Fixed Assets $ 67,993 $ 74,467 Our Depreciation Expense the three months ended March 31, 2020 and 2019 was $6,474 and $8,794 respectively. Our Property Plant and Equipment is pledged to Nations Interbanc, our line of credit. | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at: December 31, 2019 December 31, 2018 Capital Equipment $ 1,350,794 $ 1,342,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,351,763 ) (1,322,203 ) Net Fixed Assets $ 74,467 $ 96,027 Our Depreciation Expense for the years ended December 31, 2019 and 2018 was $29,560 and $40,567 respectively. Our Property Plant and Equipment is pledged to Nations Interbanc, our line of credit. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | NOTE 6 – INTANGIBLE ASSETS Intangible assets were comprised of the following at: March 31, 2020 December 31, 2019 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization (54,437 ) (51,467 ) Net Intangible Assets $ 1,238,650 $ 1,241,620 Our Amortization Expense the three months ended March 31, 2020 and 2019 was $2,969 and $2,969 respectively. | NOTE 6 – INTANGIBLE ASSETS Intangible assets were comprised of the following at: December 31, 2019 December 31, 2018 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization (51,467 ) (39,590 ) Net Intangible Assets $ 1,241,620 $ 1,253,497 Our Amortization Expense for the years ended December 31, 2019 and 2018 was $11,877 and 11,877 respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | NOTE 7 – ACCRUED EXPENSES March 31, 2020 December 31, 2019 Accrued Payroll $ 261,801 $ 192,227 Accrued Interest 320,570 311,620 Total accrued expenses $ 582,371 $ 503,847 | NOTE 7 – ACCRUED EXPENSES December 31, 2019 December 31, 2018 Accrued Wages $ 192,227 $ 224,514 Accrued Interest 607,736 466,425 Accrued Interest Related party 248,838 123,394 Customer Deposits 309,230 365,815 Accrued Payable to GE - TSA 972,231 972,231 Accrued Rents and Moving Expenses 123,626 123,626 $ 2,453,888 $ 2,276,005 |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Notes Payable | NOTE 8 – NOTES PAYABLE The Company issued a short-term note payable to an individual, secured by the assets of the Company, dated September 6, 2013 in the amount of $50,000 and fixed fee amount of $3,500. As of March 31, 2020, the outstanding balance was $36,500. Subsequently, on January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result, we recognized a gain in the amount of $22,221 in the 1 st On November 11, 2013, we entered into an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5% per month. It is secured by the assets of the Company. In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of March 31, 2020, the outstanding balance was $1,692,126 compared to $1,617,086 at December 31, 2019. On September 11, 2015, our CE HRS subsidiary issued a promissory note in the initial principal amount $1,400,000 and assumed a pension liability of $100,000, for a total liability of $1,500,000, in connection with our acquisition of the heat recovery solutions, or HRS, assets of General Electric International, Inc., a Delaware corporation (“GEII”), including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The note bears interest at the rate of 2.66% per annum. The note is payable on the following schedule: (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2019, at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full. Total Liability to GE March 31, 2020 December 31, 2019 Note payable GE $ 1,200,000 $ 1,200,000 Accrued transition services 972,233 972,233 Accrued Interest 227,981 214,001 Total $ 2,400,214 $ 2,386,234 We are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due to a combination of our inability to raise sufficient capital as expected and our belief that we are entitled to a reduction in purchase price we paid. We are in the process of negotiations with General Electric. Convertible notes On May 5, 2017 we entered into a nine-month convertible note payable for $78,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of ninety one percent (61%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $116,600 by Cybernaut Zfounder Ventures. An amended term were added to the original note with the interest rate of 14%. This note matured on February 21 st On May 24, 2017 we entered into a nine-month convertible note payable for $32,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five eight percent (58%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $95,685, by Cybernaut Zfounder Ventures. An amended term was added to the original note with the interest rate of 14%. This note matured on February 26 th On December 13, 2018 we entered into a convertible note payable for $83,000, with a maturity date of December 13, 2019, which accrues interest at the rate of 12% per annum. It is convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On May 28, 2019 this note was paid in full. On February 13, 2019 we entered into a convertible note payable for $138,000, with a maturity date of February 13, 2020, which accrues interest at the rate of 12% per annum. It is not convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On August 12, 2019 this note was paid in full. The fair value of the convertible feature was $513,829, we recorded a debt discount of $138,000 and an additional loss of $375,828. As of March 31, 2020 the un-amortized debt discount was $0. The total amortized debt discount expense was $138,000. On April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of April 9, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. This note was paid in full on October 10, 2019. The fair value of the convertible feature was $55,604, we recorded a debt discount of $53,000 and an additional loss of $2,604. As of March 31, 2020 the un-amortized debt discount was $0. The total amortized debt discount expense was $53,000. On October 30, 2019 we entered into a convertible note payable for $103,000, with a maturity date of October 30, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. Subsequently that note was paid in full on May 1, 2020. The fair value of the convertible feature was $97,471, we recorded a debt discount of $97,471 and an additional loss of $0. As of March 31, 2020, the un-amortized debt discount was $46,821. The total amortized debt discount expense was $33,826 for the three months ended March 31, 2020 and $16,824 for the year ended December 31, 2019 On January 8, 2020 we entered into a convertible note payable for $103,000, with a maturity date of January 8, 2021, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. The fair value of the convertible feature was $87,560, we recorded a debt discount of $87,560. As of March 31, 2020, the un-amortized debt discount was $67,649. The total amortized debt discount expense was $19,910 for the three months ended March 31, 2020. On February 19, 2020 we entered into a convertible note payable for $53,000, with a maturity date of February 19, 2021, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. The fair value of the convertible feature was $47,401, we recorded a debt discount of $47,401. As of March 31, 2020, the un-amortized debt discount was $42,076. The total amortized debt discount expense was $5,325 for the three months ended March 31, 2020. Total due to Convertible Notes March 31, 2020 December 31, 2019 Total convertible notes $ 491,285 $ 371,785 Accrued Interest $ 76,626 $ 82,111 Debt Discount $ (156,549 ) $ (80,647 ) Total $ 411,362 $ 373,249 | NOTE 8 – NOTES PAYABLE The Company issued a short-term note payable to an individual, secured by the assets of the Company, dated September 6, 2013 in the amount of $50,000 and fixed fee amount of $3,500. As of December 31, 2019 the outstanding balance was $36,500. Subsequently, on January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount of $22,221 in the 1 st On November 11, 2013, we entered in to an accounts receivable financing agreement with American Interbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5% per month. It is secured by the assets of the Company. In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of December 31, 2019, the outstanding balance was $1,602,549 compared to $1,170,462 at December 31, 2018. On September 11, 2015, our CE HRS subsidiary issued a promissory note in the initial principal amount $1,400,000 and assumed a pension liability of $100,000, for a total liability of $1,500,000, in connection with our acquisition of the heat recovery solutions, or HRS, assets of General Electric International, Inc., a Delaware corporation (“GEII”), including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The note bears interest at the rate of 2.66% per annum. The note is payable on the following schedule: (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2018, at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full We are currently in default on the payment of the purchase price pursuant to our asset purchase agreement with General Electric due to a combination of our inability to raise sufficient capital as expected and our belief that we are entitled to a reduction in purchase price we paid. We are in the process of negotiations with General Electric. Convertible notes On May 5, 2017 we entered into a nine-month convertible note payable for $78,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of sixty one percent (61%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $116,600 by Cybernaut Zfounder Ventures. An amended term were added to the original note with the interest rate of 14%. This note matured on February 21 st On May 24, 2017 we entered into a nine-month convertible note payable for $32,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five eight percent (58%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On November 6, 2017 this note was assumed and paid in full at a premium for a total of $95,685, by Cybernaut Zfounder Ventures. An amended term was added to the original note with the interest rate of 14%. This note matured on February 26 th On September 13, 2017 we entered into a nine-month convertible note payable for $110,000, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five percent (55%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the twenty-five (25) Trading Days immediately preceding the date of conversion. This note was partially converted into common stock and the balance was paid in full on February 14, 2018 On August 17, 2017 we entered into a convertible note payable for $68,000, with a maturity date of May 30, 2018, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-eight percent (58%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018 On July 25, 2017 we entered into a convertible note payable for $103,000, with a maturity date of April 25, 2018, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of ninety percent (60%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion. This note was paid in full on February 15, 2018 On December 13, 2018 we entered into a convertible note payable for $83,000, with a maturity date of December 13, 2019, which accrues interest at the rate of 12% per annum. It is convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On May 28, 2019 this note was paid in full. February 13, 2019 we entered into a convertible note payable for $138,000, with a maturity date of February 13, 2020, which accrues interest at the rate of 12% per annum. It is not convertible six months after its issuance and has a conversion rate of fifty-eight percent (65%) of the average of the two lowest trading prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. On August 12, 2019 this note was paid in full. The fair value of the convertible feature was $513,829, we recorded a debt discount of $138,000 and an additional loss of $375,828. As of December 31, 2019 the un-amortized debt discount was $0. The total amortized debt discount expense was $138,000. On April 9, 2019 we entered into a convertible note payable for $53,000, with a maturity date of April 9, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. This note was paid in full on October 10, 2019. The fair value of the convertible feature was $55,604, we recorded a debt discount of $53,000 and an additional loss of $2,604. As of December 31, 2019 the un-amortized debt discount was $0. The total amortized debt discount expense was $53,000. On October 30, 2019 we entered into a convertible note payable for $103,000, with a maturity date of October 30, 2020, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. Subsequently that note was paid in full on May 1, 2020. The fair value of the convertible feature was $97,471, we recorded a debt discount of $97,471 and an additional loss of $0. As of December 31, 2019 the un-amortized debt discount was $80,647. The total amortized debt discount expense was $16,824. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | Note 9 – Derivative Liabilities As a result of the convertible notes we recognized the embedded derivative liability on the date of note issuance. We also revalued the remaining derivative liability on the outstanding note balance on the date of the balance sheet. We value the derivative liability using a binomial lattice model with an expected volatility range of 85% to 92% and a risk-free interest rate range of 1.60% to 1.64%. The remaining derivative liabilities were: Derivative Liabilities on Convertible Loans: Derivative Liability December 31, 2019 $ 320,794 Additions 134,961 Fair market value adjustments 130,994 Derivative Liability March 31, 2020 586,749 | Note 9 – Derivative Liabilities As a result of the convertible notes we recognized the embedded derivative liability on the date of note issuance. We also revalued the remaining derivative liability on the outstanding note balance on the date of the balance sheet. We value the derivative liability using a binomial lattice model with an expected volatility range of 85% to 92% and a risk-free interest rate range of 1.60% to 1.64%. The remaining derivative liabilities were: December 31, 2019 December 31, 2018 Derivative Liabilities on Convertible Loans: Outstanding Balance $ 320,794 $ 245,988 Derivative Liability December 31, 2018 $ 245,988 Additions 666,904 Fair market value adjustments (592,098 ) Derivative Liability December 31, 2019 320,794 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES The company has received an invoice from Oberon Securities for $291,767 which is in dispute. The company believes it has defenses to the claim for compensation and plans to assert appropriate counterclaims and actions as permitted by law. No liability has been recorded for this claim as the Company believes there is a greater than not probability that our Company will prevail in defending against the claim. Operating Rental Leases As of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company signed a lease agreement for a 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017. In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. Due to the short termination clause, we are treating this as a month to month lease. Future minimum lease payments as of March 31, 2020 are: Year Lease Payment 2020 $ 181,413 2021 $ 249,132 2022 $ 256,608 2023 $ 44,052 Imputed Interest $ 52,138 Net Lease Liability $ 783,343 Our Building expense for the three months ended March 31, 2020 and 2019 was $110,455 and $82,034 respectively. ASB ASU 2016-02 “Leases (Topic 842)” Severance Benefits Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater. Mr. Bennett will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater. Subsequently on March 9, 2020, John Bennett notified Clean Energy Technologies, Inc. (the “Company”) of his resignation from his position as the Company’s Chief Financial Officer, effective March 9, 2020. Mr. Bennett will remain as a consultant to the Company and assist with maintaining the financial books and records of the Company. As a result, Mr. Bennett is no longer entitled to any severance benefits. | NOTE 10 – COMMITMENTS AND CONTINGENCIES The company has received an invoice from Oberon Securities for $291,767 which is in dispute. The company believes it has defenses to the claim for compensation and plans to assert appropriate counterclaims and actions as permitted by law. No liability has been recorded for this claim as the Company believes there is a greater than not probability that our Company will prevail in defending against the claim. Operating Rental Leases As of May 1, 2017, our corporate headquarters are located at 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2017, the Company signed a lease agreement for a 18,200-square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2017. Future minimum lease payments for the years ending December 31, are: In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. Due to the short termination clause, we are treating this as a month to month lease. Year Lease 2020 $ 241,884 2021 $ 249,132 2022 $ 256,608 2023 $ 44,052 Imputed Interest $ 40,181 Net Lease Liability $ 831,857 Our lease expense for the years ended December 31, 2019 and 2018 was $305,883 and $280,239 respectively. ASB ASU 2016-02 “Leases (Topic 842)” Severance Benefits Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater. Mr. Bennett will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder or the Employment Period or One (1) year, whichever is greater. Subsequently on March 9, 2020, John Bennett notified Clean Energy Technologies, Inc. (the “Company”) of his resignation from his position as the Company’s Chief Financial Officer, effective March 9, 2020. Mr. Bennett will remain as a consultant to the Company and assist with maintaining the financial books and records of the Company. As a result, Mr. Bennett is no longer entitled to any severance benefits. |
Capital Stock Transactions
Capital Stock Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Capital Stock Transactions | NOTE 11 – CAPITAL STOCK TRANSACTIONS On April 21, 2005, our Board of Directors and shareholders approved the re-domicile of the Company in the State of Nevada, in connection with which we increased the number of our authorized common shares to 200,000,000 and designated a par value of $.001 per share. On May 25, 2006, our Board of Directors and shareholders approved an amendment to our Articles of Incorporation to authorize a new series of preferred stock, designated as Series C, and consisting of 15,000 authorized shares. On June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 400,000,000 and in the number of our authorized preferred shares to 10,000,000. The amendment effecting the increase in our authorized capital was filed and effective on July 5, 2017. On August 28, 2018, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 800,000,000. The amendment effecting the increase in our authorized capital was filed and effective on August 23, 2018. On June 10, 2019, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 2,000,000,000. The amendment effecting the increase in our authorized capital was effective on September 27, 2019. Common Stock Transactions In the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of $60,000 for the conversion of 800 preferred series D shares, which were subsequently issued. We also recorded a $60,000 inducement fee (relating to the Preferred series D estoppel agreement and discounted conversion terms) to account for the difference in the fair value which was offset to retained earnings. On June 10, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On July 19, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On September 19, 2019 we entered into a stock purchase agreement for 250,000 units at a purchase price of $.02 a unit for an aggregate price of $5,000 to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019. On December 5, 2019 we issued 5,000,000 units at a purchase price of $.015 per unit for an aggregate price of $75,000 to an accredited investor in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share. On January 21, 2020 our Registration Statement on Form 1-A was qualified with the Securities and Exchange Commission, under which we may offer up to 300,000,000 shares of our common stock at a purchase price of $.03 per share. As of the date hereof, 4,523,333 shares of common stock have been issued thereunder. On January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount of $22,221 in the 1 st On February 3, 2020 we issued 3,690,000 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted and free trading. On February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 800 shares of our Series D Preferred Stock. On March 17, 2020 we issued 833,333 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted and free trading. On June 8, 2020, Clean Energy Technology, Inc., a Nevada corporation (the “Company”), entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with GHS Investments LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $2,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) As a result we issued 764,526 Shares of common stock as an inducement fee. Common Stock Our Articles of Incorporation authorize us to issue 2,000,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2020, there were 762,130,989 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock. Preferred Stock Our Articles of Incorporation authorize us to issue 20,000,000 shares of preferred stock, par value $0.001 per share. Our Board of Directors has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included in each such series. Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares of each such series. Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. We previously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock, and 15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted into common stock. Effective August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months. We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500 shares. The following are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one-year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem the Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the investors’ right to convert, by providing written notice about its intent to redeem. Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company. In connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 375,000 shares of our common stock at $.10 per share and series G warrants to purchase an aggregate of 375,000 shares of our common stock at $.20 per share. On August 21, 2014, a holder holding 5,000 shares of Preferred Series D Preferred agreed to lower the dividend rate to 13% on its Series D Preferred. In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. In the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of $60,000 for the conversion of 800 preferred series D shares, which were subsequently issued. We also recorded a $60,000 inducement fee (in exchange for the “standoff” and estoppel agreement and discounted conversion terms) to account for the difference in the fair value which we offset to retained earnings. On February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 800 shares of our Series D Preferred Stock. Warrants A summary of warrant activity for the periods is as follows: On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On June 10, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On July 18, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On September 19, 2019 we entered into a stock purchase agreement for 250,000 units to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019. On December 5, 2019 we issued 5,000,000 units to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share. Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2019 174,250,000 $ 0.04 174,250,000 $ 0.04 Issued - - - - Exercised - - - Expired - - - - Outstanding March 31, 2020 174,250,000 $ 0.04 174,250,000 $ 0.04 Stock Options We currently have no outstanding stock options | NOTE 11 – CAPITAL STOCK TRANSACTIONS On April 21, 2005, our Board of Directors and shareholders approved the re-domicile of the Company in the State of Nevada, in connection with which we increased the number of our authorized common shares to 200,000,000 and designated a par value of $.001 per share. On May 25, 2006, our Board of Directors and shareholders approved an amendment to our Articles of Incorporation to authorize a new series of preferred stock, designated as Series C, and consisting of 15,000 authorized shares. On June 30, 2017, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 400,000,000 and in the number of our authorized preferred shares to 10,000,000. The amendment effecting the increase in our authorized capital was filed and effective on July 5, 2017. On August 28, 2018, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 800,000,000. The amendment effecting the increase in our authorized capital was filed and effective on August 23, 2018. On June 10, 2019, our Board of Directors and shareholders approved an increase in the number of our authorized common shares to 2,000,000,000. The amendment effecting the increase in our authorized capital was effective on September 27, 2019. Common Stock Transactions On February 13, 2018, Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,377 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”), as disclosed on form 8K on February 15, 2018. From January 1 through September 30, 2018 we issued 26,054,672 for partial conversions of our convertible notes. We also issued 13,800,000 shares for additional compensation and 1,500,000 for consulting services. On October 9, 2018 we issued 884,195 shares at a purchase price of .04 per share for payment of an accounts payable in the amount of $35,367. February 13, 2019, we issued 20,000,000 at a purchase price of $.0131 per share to Kambiz Mahdi our CEO as additional compensation accrued for in 2018 in the amount of $262,000. In the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of $60,000 for the conversion of 800 preferred series D shares, which were subsequently issued. We also recorded a $60,000 inducement fee (relating to the Preferred series D estoppel agreement and discounted conversion terms) to account for the difference in the fair value which was offset to retained earnings. On June 10, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On July 19, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On September 19, 2019 we entered into a stock purchase agreement for 250,000 units at a purchase price of $.02 a unit for an aggregate price of $5,000 to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019. On December 5, 2019 we issued 5,000,000 units at a purchase price of $.015 per unit for an aggregate price of $75,000 to an accredited investor in a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share. On January 21, 2020 our Registration Statement on Form 1-A was qualified with the Securities and Exchange Commission, under which we may offer up to 300,000,000 shares of our common stock at a purchase price of $.03 per share. As of the date hereof, 4,523,333 shares of common stock have been issued thereunder. Subsequently on January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount of $22,221 in the 1 st Subsequently on February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 800 shares of our Series D Preferred Stock. Common Stock Our Articles of Incorporation authorize us to issue 2,000,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2019 there were 753,907,656 shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights. The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock. Preferred Stock Our Articles of Incorporation authorize us to issue 20,000,000 shares of preferred stock, par value $0.001 per share. Our Board of Directors has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included in each such series. Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares of each such series. Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock. We previously authorized 440 shares of Series A Convertible Preferred Stock, 20,000 shares of Series B Convertible Preferred Stock, and 15,000 shares Series C Convertible Preferred Stock. As of August 20, 2006, all series A, B, and C preferred had been converted into common stock. Effective August 7, 2013, our Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months. We received an aggregate of $750,000 in financing in subscription for Series D Preferred Stock, or 7,500 shares. The following are primary terms of the Series D Preferred Stock. The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. The Company may elect to redeem the Series D Preferred Stock any time at a price equal to initial purchase price plus all accrued but unpaid dividends, subject to the investors’ right to convert, by providing written notice about its intent to redeem. Each investor has the right to convert the Series D Preferred Stock at least ten (10) days prior to such redemption by the Company. In connection with the subscriptions for the Series D Preferred, we issued series F warrants to purchase an aggregate of 375,000 shares of our common stock at $.10 per share and series G warrants to purchase an aggregate of 375,000 shares of our common stock at $.20 per share. On August 21, 2014, a holder holding 5,000 shares of Preferred Series D Preferred agreed to lower the dividend rate to 13% on its Series D Preferred. In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. In the first quarter of 2019, we signed agreements to issue 4,000,000 shares of common stock valued at $.015 for a total value of $60,000 for the conversion of 800 preferred series D shares, which were subsequently issued. We also recorded a $60,000 inducement fee (in exchange for the “standoff” and estoppel agreement and discounted conversion terms) to account for the difference in the fair value which we offset to retained earnings. Subsequently on February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 800 shares of our Series D Preferred Stock. Warrants A summary of warrant activity for the periods is as follows: On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On June 10, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On July 18, 2019 we issued 500,000 shares of common stock at $.02 per share to an accredited investor for an aggregate price of $10,000 in a private sale. We also issued 500,000 warrants as part of the transaction. Each Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. On September 19, 2019 we entered into a stock purchase agreement for 250,000 units to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. The shares were included in the shares to be issued as of September 30, 2019 and were subsequently issued on October 15, 2019. On December 5, 2019 we issued 5,000,000 units to an accredited investor a private sale. Each unit consist of one share of common stock and one warrant to purchase one share of common stock exercisable at $.04 per share. Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2018 - $ - - $ - Issued 174,250,000 $ 0.04 174,250,000 $ 0.04 Exercised - - - Expired - - - - Outstanding December 31, 2019 174,250,000 $ 0.04 174,250,000 $ 0.04 Stock Options We currently have no outstanding stock options |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 12 – RELATED PARTY TRANSACTIONS Kambiz Mahdi, our Chief Executive Officer, owns Billet Electronics, which is distributor of electronic components. From time to time, we purchase parts from Billet Electronics. In addition, Billet was a supplier of parts and had dealings with current and former customers of the Company prior to joining the company. Our Board of Directors has approved the transactions between Billet Electronics and the Company. On September 6, 2016, we entered into a one-year convertible note payable for $87,500, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five percent (55%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion. On December 16, 2016 we issued 1,200,000 shares of common stock at $.0031 for a partial conversion of this note in the amount of $3,696. January 4, 2018, we issued 2,300,000 shares of common stock at $.002192 for a partial conversion of this note in the amount of $5,042. On November 2, 2016, we effected the repayment of the convertible note dated March 15, 2016 for an aggregate amount of $84,000. Concurrently, we entered into an Escrow Funding Agreement with Red Dot Investment, Inc., a California corporation (“Reddot”), pursuant to which Reddot deposited funds into escrow to fund the repayment and we assigned to Reddot our right to acquire the convertible note and Reddot acquired the convertible note. Concurrently, we and Reddot amended the convertible note (a) to have a fixed conversion price of $.005 per share, subject to potential further adjustment in the event of certain Common Stock issuances, (b) to have a fixed interest rate of ten percent (10%) per annum with respect to both the redemption amount and including a financing fee and any costs, expenses, or other fees relating to the convertible note or its enforcement and collection, and any other expense for or on our account (in each case with a minimum 10% yield in the event of payoff or conversion within the first year), such amounts to constitute additional principal under the convertible note, as amended, and (c) as otherwise provided in the Escrow Funding Agreement. The March 2016 convertible note, as so amended, is referred to as the “Master Note.” Concurrently with the foregoing note repayments, we entered into a Credit Agreement and Promissory Note (the “Credit Agreement”) with Megawell USA Technology Investment Fund I LLC, a Wyoming limited liability company in formation (“MW I”), pursuant to which MW I deposited funds into escrow to fund the repayment of the convertible notes and we assigned to MW I our right to acquire the convertible notes and otherwise agreed that MW I would be subrogated to the rights of each note holder to the extent a note was repaid with funds advanced by MW I. Concurrently, MW I acquired the Master Note and we agreed that all amounts advanced by MG I to or for our benefit would be governed by the terms of the Master Note, including the payment of a financing fees, interest, minimum interest, and convertibility. Reddot is MW I’s agent for purposes of administration of the Credit Agreement and the Master Note and advances thereunder. On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note. This note was assigned to Mgw Investments and they agreed not to convert the $939,500 note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares. On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the “MGWI Note”). The MGWI Note is convertible into shares of the Corporation’s common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc. in the principal amount of $103,000 with an interest rate of 12% per annum, due April 25, 2018. At December 31, 2019 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. On June 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of June 21, 2019. On May 28, 2019 this note was paid in full. On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $100,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019. On May 28, 2019 this note was paid in full. On February 15, 2018 we issued 9,200,000 at a purchase price of .0053 per share as additional compensation in the amount of $48,760. On October 18, 2018 we entered into an at will employment agreement with Kambiz Mahdi our CEO. This agreement may be terminated at any time. As part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation. As a result; the three months ended December 31, 2019 we accrued for and subsequently on February 13, 2019, issued 20,000,000 shares at a purchase price of $.0131 per share to Mr. Mahdi in the amount of $262,000. On January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid in full. On May 1, 2019 we entered into an employment agreement with Mr. Bennett, with an annual salary of $175,000. Subsequently on March 9, 2020, John Bennett notified Clean Energy Technologies, Inc. (the “Company”) of his resignation from his position as the Company’s Chief Financial Officer, effective March 9, 2020. Mr. Bennett will remain as a consultant to the Company and assist with maintaining the financial books and records of the Company. On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. In the fourth quarter of 2019 MGW Investment I Limited, advanced $167,950, with no terms or interest rate. In the first quarter of 2020 they advanced an additional $60,000, The outstanding balance on these advances on March 31, 2020 is $227,950. Total Related Party Debt March 31, 2020 December 31, 2019 Total related party notes $ 1,320,572 $ 1,260,572 Accrued Interest $ 277,010 $ 248,838 Debt Discount $ - $ (29,227 ) Total $ 1,597,582 $ 1,480,183 | NOTE 12 – RELATED PARTY TRANSACTIONS Kambiz Mahdi, our Chief Executive Officer, owns Billet Electronics, which is distributor of electronic components. From time to time, we purchase parts from Billet Electronics. In addition, Billet was a supplier of parts and had dealings with current and former customers of the Company prior to joining the company. Our Board of Directors has approved the transactions between Billet Electronics and the Company. On June 15, 2017 Meddy Sahebi Chairman of our Board of Directors advanced the Company $5,000. There were no specified terms for repayment of this loan other than that it was to be repaid within a reasonable time. As of December 31, 2017, the outstanding balance was $5,000. Mr. Sahebi resigned from the board of directors on February 8, 2018 . Pursuant to our 2017 Stock Compensation Program, effective July 1, 2017, we made the following stock option grants to members of our Board of Directors: (a) we issued to each of our non-employee members of our Board of Directors first joining the Board in October 2015 and who had not received any compensation for serving as directors of the Company (five persons) options to purchase 150,000 shares of our common stock with an exercise price of $.03 per share, the last sale price of our common stock on June 29, 2017 and (b) we issued to each of our non-employee members of our Board of Directors currently serving on the Board (six persons) options to purchase 300,000 shares of our common stock with an exercise price of $.03 per share. On the non-employee board members resigned, as disclosed in our 8K filed on February 15, 2018. As a result, all remaining stock options were cancelled. On September 6, 2016, we entered into a one-year convertible note payable for $87,500, which accrues interest at the rate of 12% per annum. It is not convertible until nine months after its issuance and has a conversion rate of fifty-five percent (55%) of the lowest closing bid price (as reported by Bloomberg LP) of our common stock for the twenty (20) Trading Days immediately preceding the date of conversion. On December 16, 2016 we issued 1,200,000 shares of common stock at $.0031 for a partial conversion of this note in the amount of $3,696. January 4, 2018, we issued 2,300,000 shares of common stock at $.002192 for a partial conversion of this note in the amount of $5,042. On November 2, 2016, we effected the repayment of the convertible note dated March 15, 2016 for an aggregate amount of $84,000. Concurrently, we entered into an Escrow Funding Agreement with Red Dot Investment, Inc., a California corporation (“Reddot”), pursuant to which Reddot deposited funds into escrow to fund the repayment and we assigned to Reddot our right to acquire the convertible note and Reddot acquired the convertible note. Concurrently, we and Reddot amended the convertible note (a) to have a fixed conversion price of $.005 per share, subject to potential further adjustment in the event of certain Common Stock issuances, (b) to have a fixed interest rate of ten percent (10%) per annum with respect to both the redemption amount and including a financing fee and any costs, expenses, or other fees relating to the convertible note or its enforcement and collection, and any other expense for or on our account (in each case with a minimum 10% yield in the event of payoff or conversion within the first year), such amounts to constitute additional principal under the convertible note, as amended, and (c) as otherwise provided in the Escrow Funding Agreement. The March 2016 convertible note, as so amended, is referred to as the “Master Note.” Concurrently with the foregoing note repayments, we entered into a Credit Agreement and Promissory Note (the “Credit Agreement”) with Megawell USA Technology Investment Fund I LLC, a Wyoming limited liability company in formation (“MW I”), pursuant to which MW I deposited funds into escrow to fund the repayment of the convertible notes and we assigned to MW I our right to acquire the convertible notes and otherwise agreed that MW I would be subrogated to the rights of each note holder to the extent a note was repaid with funds advanced by MW I. Concurrently, MW I acquired the Master Note and we agreed that all amounts advanced by MG I to or for our benefit would be governed by the terms of the Master Note, including the payment of a financing fees, interest, minimum interest, and convertibility. Reddot is MW I’s agent for purposes of administration of the Credit Agreement and the Master Note and advances thereunder. On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. As a result we recognized a beneficial conversion feature of $532,383, which is amortized over the life of the note. This note was assigned to Mgw Investments and they agreed not to convert the $939,500 note in to shares in excess of the 800,000,000 Authorized limit until we have increased the Authorized shares to the Board approved limit of 2 billion shares. On February 8, 2018 the Corporation entered a Convertible Promissory Note in the principal amount of $153,123, due October 8, 2018, with an interest rate of 12% per annum payable to MGWI (the “MGWI Note”). The MGWI Note is convertible into shares of the Corporation’s common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. The proceeds from the MGWI Note were used to redeem the convertible note of the Corporation to JSJ Investments, Inc. in the principal amount of $103,000 with an interest rate of 12% per annum, due April 25, 2018. At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. On June 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $250,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of June 21, 2019. On May 28, 2019 this note was paid in full. On September 21, 2018 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $100,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of September 21, 2019. On May 28, 2019 this note was paid in full. On February 15, 2018 we issued 9,200,000 at a purchase price of .0053 per share as additional compensation in the amount of $48,760. On October 18, 2018 we entered into an at will employment agreement with Kambiz Mahdi our CEO. This agreement may be terminated at any time. As part of the agreement Mr. Mahdi was to be issued 20,000,000 shares of our common stock, as additional compensation. As a result; for the year ended December 31, 2018 we accrued for and subsequently on February 13, 2019, issued 20,000,000 shares at a purchase price of $.0131 per share to Mr. Mahdi in the amount of $262,000. On January 10, 2019 the corporation entered into a promissory note with MGW Investment I Limited, for the principal amount of $25,000, with an interest rate of Eight Percent (8%) per annum and a maturity date of January 10, 2020. On May 28, 2019 this note was paid in full. On May 1, 2019 we entered into an employment agreement with Mr. Bennett, with an annual salary of $175,000. Subsequently on March 9, 2020, John Bennett notified Clean Energy Technologies, Inc. (the “Company”) of his resignation from his position as the Company’s Chief Financial Officer, effective March 9, 2020. Mr. Bennett will remain as a consultant to the Company and assist with maintaining the financial books and records of the Company. On May 31, 2019, we entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGW Investment I Limited MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of the Agreement. In the fourth quarter of 2019 MGW Investment I Limited, advanced $167,950, with no terms or interest rate. The outstanding balance on this advance on December 31, 2019 is $169,950. |
Warranty Liability
Warranty Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Warranty Liability Abstract | ||
Warranty Liability | NOTE 13 - WARRANTY LIABILITY The three months ended March 31, 2020 and 2019 there was no change in our warranty liability. Due to the lack of historical warranty cost, any potential change to the warranty accrual is not material. | NOTE 13 - WARRANTY LIABILITY For the year ended December 31, 2018 and 2019 there was no change in our warranty liability. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS In December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China and has spread throughout the United States and the rest of the world. The World Health Organization has declared the outbreak to constitute a “Public Health Emergency of International Concern.” This contagious disease outbreak, which has not been contained, and is disrupting supply chains and affecting production and sales across a range of industries in United States and other companies as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak, as well as the worldwide adverse effect to workforces, economies and financial markets, leading to a global economic downturn. Therefore, the Company expects this matter to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated at this time. On June 8, 2020, Clean Energy Technology, Inc., a Nevada corporation (the “Company”), entered into an Equity Financing Agreement (“Equity Financing Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”) with GHS Investments LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $2,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2020 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. | NOTE 14 – SUBSEQUENT EVENTS In December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China and has spread throughout the United States and the rest of the world. The World Health Organization has declared the outbreak to constitute a “Public Health Emergency of International Concern.” This contagious disease outbreak, which has not been contained, and is disrupting supply chains and affecting production and sales across a range of industries in United States and other companies as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak, as well as the worldwide adverse effect to workforces, economies and financial markets, leading to a global economic downturn. Therefore, the Company expects this matter to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated at this time. On January 8, 2020 we entered into a convertible note payable for $103,000, with a maturity date of January 8, 2021, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. On January 21, 2020, we received our “Notice of Qualification” for our form 1-A. On January 30, 2020 we issued 1,700,000 shares of our common stock at a purchase price of $.02 per share, as settlement in full of a note payable of in the amount of $36,500 with accrued interest of 19,721. As a result we recognized a gain in the amount of $22,221 in the 1 st On February 3, 2020 we issued 3,690,000 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted and free trading. On February 4, 2020 we issued 2,000,000 shares of our common stock at a price of $.04 per share, in exchange for the conversion of 800 shares of our Series D Preferred Stock. On February 19, 2020 we entered into a convertible note payable for $53,000, with a maturity date of February 19, 2021, which accrues interest at the rate of 12% per annum. It is convertible nine months after its issuance and has a conversion rate of sixty-five percent (65%) of the average of the two lowest closing prices (as reported by Bloomberg LP) of our common stock for the fifteen (15) Trading Days immediately preceding the date of conversion. We also entered into a stock purchase agreement for the potential conversion into common stock. On March 17, 2020 we issued 833,333 shares of our common stock under our Reg A offering at $.03 per share. These shares are unrestricted and free trading. In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2019 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Going Concern | Going Concern The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of $5,407,051 and a working capital deficit of $6,932,492 and a net loss of $313,574 for the three months ended March 31, 2020. The company also had an accumulated deficit of $14,529,292 as of March 31, 2020. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. | |
Estimates | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. | Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. |
Cash and Cash Equivalents | Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. | Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable We grant credit to our customers and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of March 31, 2020, and December 31, 2019, we had a reserve for potentially un-collectable accounts of $82,000 and $82,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. The three months ended March 31, 2020; | Accounts Receivable We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of December 31, 2019, and December 31, 2018, we had a reserve for potentially un-collectable accounts of $82,000 and $57,000. Five (5) customers accounted for approximately 98% of accounts receivable at December 31, 2019. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant. For the year ended December 31, 2019, |
Lease Asset | Lease asset As of March 31, 2020, and 2019 we had a lease asset that was purchased from General electric with a value of $1,309,527, however due the purchase price allocation, we recognized a value of $217,584. The lease is due to be commissioned in the third quarter of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information. | Lease asset As of December 31, 2019, and 2018 we had a lease asset that was purchased from General electric with a value of $1,309,527, however due the the purchase price allocation, we recognized a value of $217,584. The lease is due to be commissioned in the third quarter of 2020 and will generate approximately $20,000 per month for 120 months. See note 3 for additional information. |
Inventory | Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2020, and December 31, 2019, we had a reserve for potentially obsolete inventory of $250,000. | Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of December 31, 2019 and December 31, 2018, we had a reserve for potentially obsolete inventory of $250,000. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years | Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years |
Long - Lived Assets | Long –Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. | Long –Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance Obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In Addition a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) The following five steps are applied to achieve that core principle for our HRS and Cety Europe Divisions: ● Identify the contract with the customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when the company satisfies a performance obligation The following steps are applied to our legacy engineering and manufacturing division: ● We generate a quotation ● We receive Purchase orders from our customers. ● We build the product to their specification ● We invoice at the time of shipment ● The terms are typically Net 30 days Also, from time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e. a final payment of 10%. As of March 31, 2020 and December 31, 2019 we had $33,000 and $47,750 of deferred revenue, which is expected to be recognized in the third quarter of year 2020. There is an additional ~$150,000 to be billed for labor/installation/commissioning services per the customer contracts outstanding as of 12/31/19. | Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a. The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c. The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance Obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a. The entity has a present right to payment for the asset b. The customer has legal title to the asset c. The entity has transferred physical possession of the asset d. The customer has the significant risks and rewards of ownership of the asset e. The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In Addition a) the company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met) The following five steps are applied to achieve that core principle for our HRS and Cety Europe Divisions: ● Identify the contract with the customer ● Identify the performance obligations in the contract ● Determine the transaction price ● Allocate the transaction price to the performance obligations in the contract ● Recognize revenue when the company satisfies a performance obligation The following steps are applied to our legacy engineering and manufacturing division: ● We generate a quotation ● We receive Purchase orders from our customers. ● We build the product to their specification ● We invoice at the time of shipment ● The terms are typically Net 30 days Also, from time to time our contracts state that the customer is not obligated to pay a final payment until the units are commissioned, i.e. a final payment of 10%. As of December 31, 2019 and 2018 we had $47,750 and 33,000 of deferred revenue, which is expected to be recognized in the third quarter of year 2020. There is an additional ~$150,000 to be billed for labor/installation/commissioning services per the customer contracts outstanding as of 12/31/19. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility range of 90% to 112% and using a risk free interest rate of .15% The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of the Company’s financial instruments as of March 31, 2020 and December 31, 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 320,794 $ 320,794 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – March 31, 2020 $ – $ – $ 586,749 $ 586,749 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. | Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility of 112% and using a risk free interest rate of 2.54% The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of the Company’s financial instruments as of December 31 2018 and 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 245,988 $ 245,988 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 320,794 $ 320,794 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. |
Other Comprehensive Income | Other Comprehensive Income We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. | Other Comprehensive Income We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. |
Net Profit (loss) Per Common Share | Net Profit (Loss) per Common Share Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At March 31, 2020, we had outstanding common shares of 762,130,989 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2020 and 2019 were 758,170,513 and 566,027,100, respectively. As of March 31, 2020, we had convertible notes and related party convertible notes, convertible into approximately 498,211,169 of additional common shares, outstanding preferred shares convertible into 8,125,000, calculated $.08 of additional common shares and 174,250,000 common stock warrants convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. | Net Profit (Loss) per Common Share Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At December 31, 2019, we had outstanding common shares of 753,907,656 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at December 31, 2019 and 2018 were 641,349,437 and 553,354,983, respectively. As of December 31, 2019, we had convertible notes, convertible into approximately 411,446,077 of additional common shares, outstanding preferred shares convertible into 8,125,000, calculated $.08 of additional common shares and 174,250,000 common stock warrants convertible into an additional. Fully diluted weighted average common shares and equivalents were withheld from the calculation as they were considered anti-dilutive. |
Research and Development | Research and Development We had no amounts of research and development R&D expense during the three months ended March 31, 2020 and 2019. | Research and Development We had no amounts of research and development R&D expense during the year ended December 31, 2019 and 2018. |
Segment Disclosure | Segment Disclosure FASB Codification Topic 280, Segment Reporting An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net. Selected Financial Data For the three months ended March 31, 2020 2019 Net Sales Engineering and Manufacturing 107,567 151,633 Clean Energy HRS 748,750 25,448 Cety Europe 2,499 47,282 Total Sales 858,816 224,363 Segment income and reconciliation before tax Engineering and Manufacturing 26,606 25,141 Clean Energy HRS 486,434 17,835 Cety Europe 2,499 32,210 Total Segment income 515,539 75,186 Reconciling items General and administrative expense (95,720 ) (60,642 ) Salaries (209,547 ) (203,303 ) Travel (29,158 ) (40,117 ) Professional fees (21,887 ) (4,019 ) Facility lease (110,455 ) (82,034 ) Depreciation (9,443 ) (11,763 ) Change in derivative liability (130,994 ) (159,733 ) Gain debt settlement 22,221 - Interest Expense (244,130 ) (240,352 ) Net Loss before income tax (313,574 ) (726,777 ) March 31, 2020 December 31, 2019 Total Assets Electronics Assembly 1,851,175 1,877,916 Clean Energy HRS 2,696,079 2,405,628 Cety Europe 19,002 23,679 Total Assets 4,566,256 4,307,223 | Segment Disclosure FASB Codification Topic 280, Segment Reporting An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, and segment selling, general and administrative expenses, and does not include amortization of intangibles, stock-based compensation, other charges (income), net and interest and other, net. Selected Financial Data Years ended December 31, 2019 2018 Net Sales Engineering and Manufacturing 513,919 567,417 Clean Energy HRS 1,012,895 752,783 CETY Europe 83,194 10,971 Total Sales 1,610,008 1,331,171 Segment income and reconciliation before tax Engineering and Manufacturing 150,741 56,231 Clean Energy HRS 428,445 457,978 CCETY Europe 78,040 6,473 Total Segment income 657,226 520,682 Reconciling items General and Administrative expense (382,871 ) (232,571 ) Salaries (802,951 ) (740,146 ) Professional fees (130,709 ) (142,234 ) Travel (246,078 ) (114,534 ) Consulting (73,443 ) (79,084 ) Bad debt expense (128,463 (50,000 ) Facility lease (305,883 ) (280,239 ) Depreciation (41,437 ) (52,444 ) Share Based Expense - (353,140 ) Change in derivative liability 216,269 116,259 Gain / (Loss) on disposition of assets - 2,389 Interest Expense (1,317,643 ) (1,404,955 ) Net Loss before income tax (2,555,983 ) (2,810,017 ) December 31, 2019 December 31, 2018 Total Assets Electronics Assembly 1,877,916 1,029,129 Clean Energy HRS 2,405,628 1,777,354 Cety Europe 23,679 11,636 Total Assets 4,307,223 2,818,119 |
Share-Based Compensation | Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The three months ended March 31, 2020 and 2019 we had $0 and $0 respectively, in share-based expense, due to the issuance of common stock. As of March 31, 2020, we had no further non-vested expense to be recognized. | Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation-Stock Compensation We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the year ended December 31, 2019 and 2018 we had $0 and $353,140 respectively, in share-based expense, due to the issuance of common stock. As of December 31, 2019, we had no further non-vested expense to be recognized. |
Income Taxes | Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense the three months ended March 31, 2020 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of March 31, 2020, we had a net operating loss carry-forward of approximately $(5,679,574) and a deferred tax asset of $1,192,711 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,192,711). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At March 31, 2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740. March 31, 2020 December 31, 2019 Deferred Tax Asset $ 1,192,711 $ 1,126,860 Valuation Allowance (1,192,711 ) (1,126,860 ) Deferred Tax Asset (Net) $ - $ - On February 13, 2018 , Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”). On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. This note was assigned to MGW Investments. This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns. | Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2019 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of December 31, 2019, we had a net operating loss carry-forward of approximately $(5,366,000) and a deferred tax asset of $1,126,860 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(1,126,860). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2019 the Company had not taken any tax positions that would require disclosure under FASB ASC 740. December 31, 2019 December 31, 2018 Deferred Tax Asset $ 1,126,860 $ 515,944 Valuation Allowance (1,126,860 ) (515,944 ) Deferred Tax Asset (Net) $ - $ - On February 13, 2018 , Clean Energy Technologies, Inc., a Nevada corporation (the “Registrant” or “Corporation”) entered into a Common Stock Purchase Agreement (“Stock Purchase Agreement”) by and between MGW Investment I Limited (“MGWI”) and the Corporation. The Corporation received $907,388 in exchange for the issuance of 302,462,667 restricted shares of the Corporation’s common stock, par value $.001 per share (the “Common Stock”). On February 13, 2018 the Corporation and Confections Ventures Limited. (“CVL”) entered into a Convertible Note Purchase Agreement (the “Convertible Note Purchase Agreement,” together with the Stock Purchase Agreement and the transactions contemplated thereunder, the “Financing”) pursuant to which the Corporation issued to CVL a convertible promissory Note (the “CVL Note”) in the principal amount of $939,500 with an interest rate of 10% per annum interest rate and a maturity date of February 13, 2020. The CVL Note is convertible into shares of Common Stock at $0.003 per share, as adjusted as provided therein. This note was assigned to MGW Investments. This resulted in a change in control, which limited the net operating to that date forward. We are subject to taxation in the U.S. and the states of California. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2015. The Company is current on its federal and state tax returns. |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, total liabilities or stockholders’ equity as previously reported. We reclassified accrued interest and other accrued expenses to the respective note’s payable accounts. See Note 8 for the GE liability, convertible notes payable and note 12 regarding the related party disclosure | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and the impact on the company is under evaluation. | Recently Issued Accounting Standards The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and will have minimal impact on the company. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Property and Equipment Estimated Useful Lives | Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years | Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Furniture and fixtures 3 to 7 years Equipment 7 to 10 years Leasehold Improvements 7 years |
Schedule of Fair Value of Convertible Notes Derivative Liability | The carrying amounts of the Company’s financial instruments as of March 31, 2020 and December 31, 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 320,794 $ 320,794 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – March 31, 2020 $ – $ – $ 586,749 $ 586,749 | The carrying amounts of the Company’s financial instruments as of December 31 2018 and 2019, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2018 $ – $ – $ 245,988 $ 245,988 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability – December 31, 2019 $ – $ – $ 320,794 $ 320,794 |
Schedule of Segment Reporting | Selected Financial Data For the three months ended March 31, 2020 2019 Net Sales Engineering and Manufacturing 107,567 151,633 Clean Energy HRS 748,750 25,448 Cety Europe 2,499 47,282 Total Sales 858,816 224,363 Segment income and reconciliation before tax Engineering and Manufacturing 26,606 25,141 Clean Energy HRS 486,434 17,835 Cety Europe 2,499 32,210 Total Segment income 515,539 75,186 Reconciling items General and administrative expense (95,720 ) (60,642 ) Salaries (209,547 ) (203,303 ) Travel (29,158 ) (40,117 ) Professional fees (21,887 ) (4,019 ) Facility lease (110,455 ) (82,034 ) Depreciation (9,443 ) (11,763 ) Change in derivative liability (130,994 ) (159,733 ) Gain debt settlement 22,221 - Interest Expense (244,130 ) (240,352 ) Net Loss before income tax (313,574 ) (726,777 ) March 31, 2020 December 31, 2019 Total Assets Electronics Assembly 1,851,175 1,877,916 Clean Energy HRS 2,696,079 2,405,628 Cety Europe 19,002 23,679 Total Assets 4,566,256 4,307,223 | Selected Financial Data Years ended December 31, 2019 2018 Net Sales Engineering and Manufacturing 513,919 567,417 Clean Energy HRS 1,012,895 752,783 CETY Europe 83,194 10,971 Total Sales 1,610,008 1,331,171 Segment income and reconciliation before tax Engineering and Manufacturing 150,741 56,231 Clean Energy HRS 428,445 457,978 CCETY Europe 78,040 6,473 Total Segment income 657,226 520,682 Reconciling items General and Administrative expense (382,871 ) (232,571 ) Salaries (802,951 ) (740,146 ) Professional fees (130,709 ) (142,234 ) Travel (246,078 ) (114,534 ) Consulting (73,443 ) (79,084 ) Bad debt expense (128,463 (50,000 ) Facility lease (305,883 ) (280,239 ) Depreciation (41,437 ) (52,444 ) Share Based Expense - (353,140 ) Change in derivative liability 216,269 116,259 Gain / (Loss) on disposition of assets - 2,389 Interest Expense (1,317,643 ) (1,404,955 ) Net Loss before income tax (2,555,983 ) (2,810,017 ) December 31, 2019 December 31, 2018 Total Assets Electronics Assembly 1,877,916 1,029,129 Clean Energy HRS 2,405,628 1,777,354 Cety Europe 23,679 11,636 Total Assets 4,307,223 2,818,119 |
Schedule of Deferred Tax Asset | At March 31, 2020 the Company had not taken any tax positions that would require disclosure under FASB ASC 740. March 31, 2020 December 31, 2019 Deferred Tax Asset $ 1,192,711 $ 1,126,860 Valuation Allowance (1,192,711 ) (1,126,860 ) Deferred Tax Asset (Net) $ - $ - | At December 31, 2019 the Company had not taken any tax positions that would require disclosure under FASB ASC 740. December 31, 2019 December 31, 2018 Deferred Tax Asset $ 1,126,860 $ 515,944 Valuation Allowance (1,126,860 ) (515,944 ) Deferred Tax Asset (Net) $ - $ - |
Accounts and Notes Receivable (
Accounts and Notes Receivable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | ||
Schedule of Accounts and Notes Receivable | March 31, 2020 December 31, 2019 Accounts Receivable $ 1,302,564 $ 1,370,258 Less Reserve for uncollectable accounts (82,000 ) (82,000 ) Accounts Receivable (Net) $ 1,220,564 $ 1,288,258 | December 31, 2019 December 31, 2017 Accounts Receivable $ 1,370,258 $ 564,261 Less Reserve for uncollectable accounts (82,000 ) (57,000 ) Accounts Receivable (Net) $ 1,288,258 $ 507,261 |
Schedule of Lease Receivable Asset | March 31, 2020 December 31, 2019 Lease asset $ 217,584 $ 217,584 | Our Accounts Receivable is pledged to Nations Interbanc, our line of credit. December 31, 2019 December 31, 2017 Lease asset $ 217,584 $ 217,584 |
Lease Asset (Tables)
Lease Asset (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Lease Asset | ||
Schedule of Lease Receivable Asset | March 31, 2020 December 31, 2019 Lease asset $ 217,584 $ 217,584 | Our Accounts Receivable is pledged to Nations Interbanc, our line of credit. December 31, 2019 December 31, 2017 Lease asset $ 217,584 $ 217,584 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Inventories by major classification were comprised of the following at: March 31, 2020 December 31, 2019 Raw Material $ 745,012 $ 848,464 Work in Process 28,445 31,740 Total 773,457 880,204 Less reserve for excess or obsolete inventory (250,000 ) (250,000 ) Inventory $ 523,457 $ 630,204 | Inventories by major classification were comprised of the following at: December 31, 2019 December 31, 2018 Raw Material $ 848,464 $ 952,214 Work in Process 31,740 9,680 Total 880,204 961,894 Less reserve for excess or obsolete inventory (250,000 ) (250,000 ) Inventory $ 630,204 $ 711,894 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment were comprised of the following at: March 31, 2020 December 31, 2019 Capital Equipment $ 1,350,794 $ 1,350,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,358,237 ) (1,351,763 ) Net Fixed Assets $ 67,993 $ 74,467 | Property and equipment were comprised of the following at: December 31, 2019 December 31, 2018 Capital Equipment $ 1,350,794 $ 1,342,794 Leasehold improvements 75,436 75,436 Accumulated Depreciation (1,351,763 ) (1,322,203 ) Net Fixed Assets $ 74,467 $ 96,027 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets were comprised of the following at: March 31, 2020 December 31, 2019 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization (54,437 ) (51,467 ) Net Intangible Assets $ 1,238,650 $ 1,241,620 | Intangible assets were comprised of the following at: December 31, 2019 December 31, 2018 Goodwill $ 747,976 $ 747,976 License 354,322 354,322 Patents 190,789 190,789 Accumulated Amortization (51,467 ) (39,590 ) Net Intangible Assets $ 1,241,620 $ 1,253,497 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses | March 31, 2020 December 31, 2019 Accrued Payroll $ 261,801 $ 192,227 Accrued Interest 320,570 311,620 Total accrued expenses $ 582,371 $ 503,847 | December 31, 2019 December 31, 2018 Accrued Wages $ 192,227 $ 224,514 Accrued Interest 607,736 466,425 Accrued Interest Related party 248,838 123,394 Customer Deposits 309,230 365,815 Accrued Payable to GE - TSA 972,231 972,231 Accrued Rents and Moving Expenses 123,626 123,626 $ 2,453,888 $ 2,276,005 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | March 31, 2020 December 31, 2019 Note payable GE $ 1,200,000 $ 1,200,000 Accrued transition services 972,233 972,233 Accrued Interest 227,981 214,001 Total $ 2,400,214 $ 2,386,234 |
Schedule of Convertible Notes | Total due to Convertible Notes March 31, 2020 December 31, 2019 Total convertible notes $ 491,285 $ 371,785 Accrued Interest $ 76,626 $ 82,111 Debt Discount $ (156,549 ) $ (80,647 ) Total $ 411,362 $ 373,249 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Derivative Liabilities on Convertible Loans | The remaining derivative liabilities were: December 31, 2019 December 31, 2018 Derivative Liabilities on Convertible Loans: Outstanding Balance $ 320,794 $ 245,988 | |
Schedule of Fair Value of Derivative Liability | Derivative Liabilities on Convertible Loans: Derivative Liability December 31, 2019 $ 320,794 Additions 134,961 Fair market value adjustments 130,994 Derivative Liability March 31, 2020 586,749 | Derivative Liability December 31, 2018 $ 245,988 Additions 666,904 Fair market value adjustments (592,098 ) Derivative Liability December 31, 2019 320,794 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2020 are: Year Lease Payment 2020 $ 181,413 2021 $ 249,132 2022 $ 256,608 2023 $ 44,052 Imputed Interest $ 52,138 Net Lease Liability $ 783,343 | Due to the short termination clause, we are treating this as a month to month lease. Year Lease 2020 $ 241,884 2021 $ 249,132 2022 $ 256,608 2023 $ 44,052 Imputed Interest $ 40,181 Net Lease Liability $ 831,857 |
Capital Stock Transactions (Tab
Capital Stock Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Schedule of Warrant Activity | Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2019 174,250,000 $ 0.04 174,250,000 $ 0.04 Issued - - - - Exercised - - - Expired - - - - Outstanding March 31, 2020 174,250,000 $ 0.04 174,250,000 $ 0.04 | Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2018 - $ - - $ - Issued 174,250,000 $ 0.04 174,250,000 $ 0.04 Exercised - - - Expired - - - - Outstanding December 31, 2019 174,250,000 $ 0.04 174,250,000 $ 0.04 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Total Related Party Debt March 31, 2020 December 31, 2019 Total related party notes $ 1,320,572 $ 1,260,572 Accrued Interest $ 277,010 $ 248,838 Debt Discount $ - $ (29,227 ) Total $ 1,597,582 $ 1,480,183 |
General (Details Narrative)
General (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Goodwill | $ 747,976 | $ 747,976 | $ 747,976 | $ 747,976 | ||||
Stockholder's deficit | (5,407,051) | (5,252,478) | $ (4,998,754) | $ (4,355,066) | $ (5,522,471) | (5,252,478) | (4,795,694) | $ (4,113,182) |
Working capital deficit | (6,932,492) | 6,785,689 | 6,785,689 | |||||
Net loss | (313,574) | (328,723) | $ (658,688) | $ (841,795) | (726,777) | (2,555,983) | (2,810,017) | |
Accumulated deficit | (14,529,292) | $ (14,215,718) | (14,215,718) | (11,599,735) | ||||
Net cash used in operating activities | $ 39,493 | $ (332,012) | $ (2,224,168) | $ (1,442,899) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 30, 2020 | Feb. 13, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholder's deficit | $ (5,407,051) | $ (5,252,478) | $ (4,998,754) | $ (4,355,066) | $ (5,522,471) | $ (5,252,478) | $ (4,795,694) | $ (4,113,182) | |||
Working capital deficit | (6,932,492) | 6,785,689 | 6,785,689 | ||||||||
Net loss | (313,574) | (328,723) | $ (658,688) | $ (841,795) | (726,777) | (2,555,983) | (2,810,017) | ||||
Accumulated deficit | (14,529,292) | (14,215,718) | (14,215,718) | (11,599,735) | |||||||
Net cash used in operating activities | 39,493 | (332,012) | (2,224,168) | (1,442,899) | |||||||
FDIC insured amount | 250,000 | 250,000 | 250,000 | ||||||||
Reserve for potentially un-collectable accounts | 82,000 | 82,000 | 82,000 | 57,000 | |||||||
Bad debt expense | 128,463 | 50,000 | |||||||||
Purchase of lease receivable asset | 1,309,527 | 1,309,527 | 1,309,527 | ||||||||
Recognized value | 217,584 | $ 217,584 | 217,584 | ||||||||
Inventory reserves | $ 250,000 | 250,000 | $ 250,000 | 250,000 | |||||||
Final payment percentage | 10.00% | 10.00% | |||||||||
Deferred revenue | $ 33,000 | $ 47,750 | $ 33,000 | ||||||||
Amount billed for labor, installation and commissioning services | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||
Outstanding common shares | 762,130,989 | 753,907,656 | 753,907,656 | 555,582,656 | |||||||
Basic weighted average common shares and equivalents | 758,170,513 | 566,027,100 | 641,349,437 | 553,354,983 | |||||||
Number of shares convertible into additional common shares | 1,700,000 | 498,211,169 | 8,125,000 | ||||||||
Preferred stock convertible shares | 8,125,000 | ||||||||||
Additional common shares price per share | $ 0.08 | $ 0.08 | $ 0.08 | ||||||||
Number of shares common stock warrants convertible | 174,250,000 | 174,250,000 | |||||||||
Research and development expense | |||||||||||
Share-based compensation | $ 353,140 | ||||||||||
Income tax examination description | On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the "Tax Act") was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense the three months ended March 31, 2020 using a Federal Tax Rate of 21%. | On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the "Tax Act") was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the three months ended September 30, 2019 using a Federal Tax Rate of 21%. | |||||||||
Federal corporate income tax rate | 21.00% | 21.00% | |||||||||
Net operating loss carry-forward | $ (5,679,574) | $ (5,366,000) | $ (5,366,000) | ||||||||
Deferred tax asset future periods | The deferred tax asset may be recognized in future periods, not to exceed 20 years. | The deferred tax asset may be recognized in future periods, not to exceed 20 years. | |||||||||
Valuation allowance | $ 1,192,711 | $ 1,126,860 | $ 1,126,860 | $ 515,944 | |||||||
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Nevada Corporation [Member] | Stock Purchase Agreement [Member] | |||||||||||
Proceeds from issuance of common stock | $ 907,388 | ||||||||||
Number of restricted shares issuance | 302,462,667 | ||||||||||
Common stock, shares par value | $ 0.001 | ||||||||||
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | |||||||||||
Debt principal amount | $ 939,500 | ||||||||||
Debt interest rate | 10.00% | ||||||||||
Debt conversion price per share | $ 0.003 | ||||||||||
Debt maturity date | Feb. 13, 2020 | ||||||||||
Volatility [Member] | Minimum [Member] | |||||||||||
Derivative liability percentage | 90.00% | ||||||||||
Volatility [Member] | Maximum [Member] | |||||||||||
Derivative liability percentage | 112.00% | ||||||||||
Risk Free Interest Rate [Member] | |||||||||||
Derivative liability percentage | 0.15% | ||||||||||
Forecast [Member] | 120 Months [Member] | |||||||||||
Lease due amount | $ 20,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | Jan. 30, 2020 | Feb. 13, 2018 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Fdic insured amount | $ 250,000 | $ 250,000 | |||||
Reserve for potentially un-collectable accounts | 82,000 | 82,000 | $ 57,000 | ||||
Bad debt expense | 128,463 | 50,000 | |||||
Increase of bad debt write off | 103,463 | ||||||
Increase in reserve for bad debt | 25,000 | ||||||
Purchase of lease receivable asset | 1,309,527 | 1,309,527 | 1,309,527 | ||||
Recognized value | 217,584 | $ 217,584 | 217,584 | ||||
Inventory reserves | $ 250,000 | $ 250,000 | 250,000 | ||||
Final payment percentage | 10.00% | 10.00% | |||||
Deferred revenue | $ 33,000 | $ 47,750 | $ 33,000 | ||||
Amount billed for labor, installation and commissioning services | $ 150,000 | $ 150,000 | |||||
Outstanding common shares | 762,130,989 | 753,907,656 | 555,582,656 | ||||
Basic weighted average common shares and equivalents | 758,170,513 | 566,027,100 | 641,349,437 | 553,354,983 | |||
Number of shares convertible into additional common shares | 1,700,000 | 498,211,169 | 8,125,000 | ||||
Additional common shares price per share | $ 0.08 | $ 0.08 | |||||
Number of shares common stock warrants convertible | 174,250,000 | 174,250,000 | |||||
Research and development expense | |||||||
Share-based compensation | $ 353,140 | ||||||
Income tax examination description | On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the "Tax Act") was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense the three months ended March 31, 2020 using a Federal Tax Rate of 21%. | On December 22, 2018 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the "Tax Act") was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate ("Federal Tax Rate") from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the three months ended September 30, 2019 using a Federal Tax Rate of 21%. | |||||
Federal corporate income tax rate | 21.00% | 21.00% | |||||
Net operating loss carry-forward | $ (5,679,574) | $ (5,366,000) | |||||
Deferred tax asset | $ 1,192,711 | $ 1,126,860 | 515,944 | ||||
Deferred tax asset future periods | The deferred tax asset may be recognized in future periods, not to exceed 20 years. | The deferred tax asset may be recognized in future periods, not to exceed 20 years. | |||||
Valuation allowance | $ 1,192,711 | $ 1,126,860 | $ 515,944 | ||||
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Nevada Corporation [Member] | Stock Purchase Agreement [Member] | |||||||
Proceeds from issuance of common stock | $ 907,388 | ||||||
Number of restricted shares issuance | 302,462,667 | ||||||
Common stock, shares par value | $ 0.001 | ||||||
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | |||||||
Debt conversion price per share | $ 0.003 | ||||||
Debt interest rate | 10.00% | ||||||
Debt principal amount | $ 939,500 | ||||||
Debt maturity date | Feb. 13, 2020 | ||||||
Forecast [Member] | 120 Months [Member] | |||||||
Lease due amount | $ 20,000 | ||||||
Accounts Receivable [Member] | Five Customers [Member] | |||||||
Concentration percentage | 98.00% | ||||||
Accounts Receivable [Member] | One Customer [Member] | |||||||
Concentration percentage | 74.00% | ||||||
Accounts Receivable [Member] | Two Customers [Member] | |||||||
Concentration percentage | 92.00% | ||||||
Revenue [Member] | One Customer [Member] | |||||||
Concentration percentage | 59.00% |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property and equipment estimated useful lives | 3 years | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property and equipment estimated useful lives | 7 years | 7 years |
Equipment [Member] | Minimum [Member] | ||
Property and equipment estimated useful lives | 7 years | 7 years |
Equipment [Member] | Maximum [Member] | ||
Property and equipment estimated useful lives | 10 years | 10 years |
Leasehold Improvements [Member] | ||
Property and equipment estimated useful lives | 7 years | 7 years |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Fair Value of Convertible Notes Derivative Liability (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair value of convertible notes derivative liability | $ 586,749 | $ 320,794 | $ 245,988 |
Level 1 [Member] | |||
Fair value of convertible notes derivative liability | |||
Level 2 [Member] | |||
Fair value of convertible notes derivative liability | |||
Level 3 [Member] | |||
Fair value of convertible notes derivative liability | $ 586,749 | $ 320,794 | $ 245,988 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Segment Reporting (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total Sales | $ 858,816 | $ 224,363 | $ 1,610,008 | $ 1,331,171 |
Total Segment income | 515,539 | 75,186 | 657,226 | 520,682 |
General and Administrative expense | (95,720) | (60,642) | (382,871) | (232,571) |
Salaries | (209,547) | (203,303) | (802,951) | (740,146) |
Travel | (29,158) | (40,117) | (246,078) | (114,534) |
Professional fees | (21,887) | (4,019) | (130,709) | (142,234) |
Consulting | (73,443) | (79,084) | ||
Bad debt expense | (128,463) | (50,000) | ||
Facility lease | (110,455) | (82,034) | (305,883) | (280,239) |
Depreciation | (9,443) | (11,763) | (41,437) | (52,444) |
Share Based Expense | (353,140) | |||
Change in derivative liability | (130,994) | (159,733) | 216,269 | 116,259 |
Gain / (Loss) on disposition of assets | 22,221 | |||
Interest Expense | (244,130) | (240,352) | (1,317,643) | (1,404,955) |
Net Loss before income tax | (313,574) | (726,777) | (2,555,983) | (2,810,017) |
Total Assets | 4,566,256 | 4,307,223 | 2,818,119 | |
Engineering and Manufacturing [Member] | ||||
Total Sales | 107,567 | 151,633 | 513,919 | 567,417 |
Total Segment income | 26,606 | 25,141 | 150,741 | 56,231 |
Clean Energy HRS [Member] | ||||
Total Sales | 748,750 | 25,448 | 1,012,895 | 752,783 |
Total Segment income | 486,434 | 17,835 | 428,445 | 457,978 |
Total Assets | 2,696,079 | 2,405,628 | 1,777,354 | |
CETY Europe [Member] | ||||
Total Sales | 2,499 | 47,282 | 83,194 | 10,971 |
Total Segment income | 2,499 | $ 32,210 | 78,040 | 6,473 |
Total Assets | 19,002 | 23,679 | 11,636 | |
Electronics Assembly [Member] | ||||
Total Assets | $ 1,851,175 | $ 1,877,916 | $ 1,029,129 |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Deferred Tax Asset (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Deferred Tax Asset | $ 1,192,711 | $ 1,126,860 | $ 515,944 |
Valuation Allowance | (1,192,711) | (1,126,860) | (515,944) |
Deferred Tax Asset (Net) |
Accounts and Notes Receivable -
Accounts and Notes Receivable - Schedule of Accounts and Notes Receivable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | |||
Accounts Receivable | $ 1,302,564 | $ 1,370,258 | $ 564,261 |
Less Reserve for uncollectable accounts | (82,000) | (82,000) | (57,000) |
Accounts Receivable (Net) | $ 1,220,564 | $ 1,288,258 | $ 507,261 |
Accounts and Notes Receivable_2
Accounts and Notes Receivable - Schedule of Lease Receivable Asset (Details) (10-K) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | |||
Lease asset | $ 217,584 | $ 217,584 | $ 217,584 |
Lease Asset - Schedule of Lease
Lease Asset - Schedule of Lease Receivable Asset (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Lease Asset | |||
Lease asset | $ 217,584 | $ 217,584 | $ 217,584 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventories (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | |||
Raw Material | $ 745,012 | $ 848,464 | $ 952,214 |
Work in Process | 28,445 | 31,740 | 9,680 |
Total | 773,457 | 880,204 | 961,894 |
Less reserve for excess or obsolete inventory | (250,000) | (250,000) | (250,000) |
Inventory | $ 523,457 | $ 630,204 | $ 711,894 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 9,443 | $ 11,763 | $ 41,437 | $ 52,444 |
Property and Equipment [Member] | ||||
Depreciation expense | $ 6,474 | $ 8,794 | $ 29,560 | $ 40,567 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 9,443 | $ 11,763 | $ 41,437 | $ 52,444 |
Property and Equipment [Member] | ||||
Depreciation expense | $ 6,474 | $ 8,794 | $ 29,560 | $ 40,567 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | |||
Capital Equipment | $ 1,350,794 | $ 1,350,794 | $ 1,342,794 |
Leasehold improvements | 75,436 | 75,436 | 75,436 |
Accumulated Depreciation | (1,358,237) | (1,351,763) | (1,322,203) |
Net Fixed Assets | $ 67,993 | $ 74,467 | $ 96,027 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2,969 | $ 2,969 | $ 11,877 | $ 11,877 |
Intangible Assets (Details Na_2
Intangible Assets (Details Narrative) (10-K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2,969 | $ 2,969 | $ 11,877 | $ 11,877 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 747,976 | $ 747,976 | $ 747,976 |
License | 354,322 | 354,322 | 354,322 |
Patents | 136,352 | 139,322 | 151,199 |
Accumulated Amortization | (54,437) | (51,467) | (39,590) |
Net Intangible Assets | $ 1,238,650 | $ 1,241,620 | $ 1,253,497 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accrued Payroll | $ 261,801 | $ 192,227 | $ 224,514 |
Accrued Interest | 320,570 | 607,736 | 466,425 |
Accrued Interest Related party | 248,838 | 123,394 | |
Customer Deposits | 309,230 | 365,815 | |
Accrued Payable to GE - TSA | 972,231 | 972,231 | |
Accrued Rents and Moving Expenses | 123,626 | 123,626 | |
Total accrued expenses | $ 582,371 | $ 2,453,888 | $ 2,276,005 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Mar. 17, 2020shares | Feb. 19, 2020USD ($)d | Feb. 04, 2020shares | Feb. 03, 2020shares | Jan. 21, 2020shares | Oct. 30, 2019USD ($)d | Apr. 09, 2019USD ($)d | Feb. 13, 2019USD ($)d | Jan. 08, 2019USD ($)d | Dec. 13, 2018USD ($)d | Sep. 13, 2017USD ($)d | Aug. 17, 2017USD ($)d | May 24, 2017USD ($)d | May 05, 2017USD ($)d | Sep. 11, 2015USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / sharesshares | Jan. 08, 2020USD ($) | Nov. 06, 2017USD ($) | Jul. 25, 2017USD ($) | Dec. 31, 2015USD ($) | Nov. 11, 2013 | Sep. 06, 2013USD ($) |
Short-term note payable | $ 2,400,214 | $ 2,400,214 | $ 2,386,234 | $ 2,386,234 | |||||||||||||||||||||||
Shares issued | shares | 300,000,000 | ||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Accrued interest | $ 582,371 | $ 582,371 | $ 2,453,888 | $ 2,453,888 | $ 2,276,005 | ||||||||||||||||||||||
Debt realized gain loss | 22,221 | ||||||||||||||||||||||||||
Debt unamortized debt discount | 156,549 | 156,549 | 80,647 | 80,647 | |||||||||||||||||||||||
Nine-Month Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||
Convertible note payable | $ 32,000 | $ 78,000 | |||||||||||||||||||||||||
Debt conversion percentage | 58.00% | 61.00% | |||||||||||||||||||||||||
Debt trading days | d | 15 | 15 | |||||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||||||
Convertible note payable | $ 53,000 | $ 103,000 | $ 53,000 | $ 138,000 | $ 83,000 | $ 110,000 | $ 68,000 | $ 103,000 | $ 103,000 | ||||||||||||||||||
Debt conversion percentage | 65.00% | 65.00% | 65.00% | 65.00% | 65.00% | 65.00% | 58.00% | 58.00% | |||||||||||||||||||
Debt trading days | d | 15 | 15 | 15 | 15 | 15 | 15 | 25 | 15 | |||||||||||||||||||
Debt maturity date | Feb. 19, 2021 | Oct. 30, 2020 | Apr. 9, 2020 | Feb. 13, 2020 | Jan. 8, 2021 | Dec. 13, 2019 | Feb. 14, 2018 | May 30, 2018 | |||||||||||||||||||
Fair value of convertible feature | $ 47,401 | $ 97,471 | $ 55,604 | $ 513,829 | $ 87,560 | ||||||||||||||||||||||
Debt discount | $ 47,401 | 97,471 | 53,000 | 138,000 | $ 87,560 | ||||||||||||||||||||||
Debt additional loss | $ 0 | $ 2,604 | $ 375,828 | ||||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Fair value of convertible feature | 138,000 | 138,000 | |||||||||||||||||||||||||
Debt unamortized debt discount | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Fair value of convertible feature | 53,000 | ||||||||||||||||||||||||||
Debt unamortized debt discount | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Fair value of convertible feature | 16,824 | ||||||||||||||||||||||||||
Debt discount | 33,826 | 16,824 | |||||||||||||||||||||||||
Debt unamortized debt discount | 46,821 | 46,821 | 80,647 | 80,647 | |||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt discount | 19,910 | ||||||||||||||||||||||||||
Debt unamortized debt discount | 67,649 | 67,649 | |||||||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt discount | 5,325 | ||||||||||||||||||||||||||
Debt unamortized debt discount | 42,076 | 42,076 | |||||||||||||||||||||||||
Heat Recovery Solutions [Member] | |||||||||||||||||||||||||||
Short-term note payable | $ 1,200,000 | $ 200,000 | |||||||||||||||||||||||||
Debt interest rate | 2.66% | ||||||||||||||||||||||||||
Debt principal amount | $ 1,400,000 | ||||||||||||||||||||||||||
Pension liability | 100,000 | ||||||||||||||||||||||||||
Total liability in connection with acquisition. | $ 1,500,000 | ||||||||||||||||||||||||||
Debt payment description | (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2019, at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full | ||||||||||||||||||||||||||
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable [Member] | |||||||||||||||||||||||||||
Debt interest rate | 14.00% | ||||||||||||||||||||||||||
Debt principal payments of debt | $ 116,600 | ||||||||||||||||||||||||||
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable One [Member] | |||||||||||||||||||||||||||
Debt interest rate | 14.00% | ||||||||||||||||||||||||||
Debt principal payments of debt | $ 95,685 | ||||||||||||||||||||||||||
Accounts Receivable Financing Agreement [Member] | American Interbanc [Member] | |||||||||||||||||||||||||||
Short-term note payable | 1,692,126 | 1,692,126 | $ 1,602,549 | 1,602,549 | $ 1,170,462 | ||||||||||||||||||||||
Debt interest rate | 2.50% | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Short-term note payable | $ 36,500 | $ 36,500 | |||||||||||||||||||||||||
Shares issued | shares | 833,333 | 2,000,000 | 3,690,000 | 4,523,333 | 1,700,000 | 168,000,000 | 4,000,000 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||
Accrued interest | $ 19,721 | $ 19,721 | |||||||||||||||||||||||||
Individual [Member] | |||||||||||||||||||||||||||
Short-term note payable | $ 36,500 | $ 36,500 | $ 36,500 | $ 36,500 | $ 50,000 | ||||||||||||||||||||||
Fixed fee amount | $ 3,500 |
Notes Payable (Details Narrat_2
Notes Payable (Details Narrative) (10-K) | Feb. 19, 2020USD ($)d | Feb. 04, 2020shares | Jan. 21, 2020shares | Jan. 08, 2020USD ($)d | Oct. 30, 2019USD ($)d | Apr. 09, 2019USD ($)d | Feb. 13, 2019USD ($)d | Jan. 08, 2019USD ($)d | Dec. 13, 2018USD ($)d | Sep. 13, 2017USD ($)d | Aug. 17, 2017USD ($)d | May 24, 2017USD ($)d | May 05, 2017USD ($)d | Sep. 11, 2015USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | Nov. 06, 2017USD ($) | Jul. 25, 2017USD ($) | Dec. 31, 2015USD ($) | Nov. 11, 2013 | Sep. 06, 2013USD ($) |
Short-term note payable | $ 2,400,214 | $ 2,400,214 | $ 2,386,234 | ||||||||||||||||||||
Shares issued | shares | 300,000,000 | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Accrued interest | $ 582,371 | $ 582,371 | $ 2,453,888 | $ 2,276,005 | |||||||||||||||||||
Debt realized gain loss | $ 22,221 | ||||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 8,125,000 | ||||||||||||||||||||||
Debt unamortized debt discount | 156,549 | $ 156,549 | 80,647 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Short-term note payable | $ 36,500 | $ 36,500 | |||||||||||||||||||||
Shares issued | shares | 2,000,000 | 300,000,000 | 1,700,000 | 22,221 | |||||||||||||||||||
Common stock, par value | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||||||||
Accrued interest | $ 19,721 | $ 19,721 | |||||||||||||||||||||
Debt realized gain loss | 22,221 | ||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||||||||||
Debt maturity date | Feb. 19, 2021 | Jan. 8, 2021 | |||||||||||||||||||||
Convertible note payable | $ 53,000 | $ 103,000 | |||||||||||||||||||||
Debt trading days | d | 15 | 15 | |||||||||||||||||||||
Nine-Month Convertible Note Payable [Member] | |||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | |||||||||||||||||||||
Convertible note payable | $ 32,000 | $ 78,000 | |||||||||||||||||||||
Debt conversion percentage | 58.00% | 61.00% | |||||||||||||||||||||
Debt trading days | d | 15 | 15 | |||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | ||||||||||||||
Debt maturity date | Feb. 19, 2021 | Oct. 30, 2020 | Apr. 9, 2020 | Feb. 13, 2020 | Jan. 8, 2021 | Dec. 13, 2019 | Feb. 14, 2018 | May 30, 2018 | |||||||||||||||
Convertible note payable | $ 53,000 | $ 103,000 | $ 103,000 | $ 53,000 | $ 138,000 | $ 83,000 | $ 110,000 | $ 68,000 | $ 103,000 | ||||||||||||||
Debt conversion percentage | 65.00% | 65.00% | 65.00% | 65.00% | 65.00% | 65.00% | 58.00% | 58.00% | |||||||||||||||
Debt trading days | d | 15 | 15 | 15 | 15 | 15 | 15 | 25 | 15 | |||||||||||||||
Fair value of convertible feature | $ 47,401 | $ 97,471 | $ 55,604 | $ 513,829 | $ 87,560 | ||||||||||||||||||
Debt discount | $ 47,401 | 97,471 | 53,000 | 138,000 | $ 87,560 | ||||||||||||||||||
Debt additional loss | $ 0 | $ 2,604 | $ 375,828 | ||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||
Fair value of convertible feature | 138,000 | 138,000 | |||||||||||||||||||||
Debt unamortized debt discount | 0 | 0 | 0 | ||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||
Fair value of convertible feature | 53,000 | ||||||||||||||||||||||
Debt unamortized debt discount | 0 | 0 | 0 | ||||||||||||||||||||
Convertible Note Payable [Member] | |||||||||||||||||||||||
Fair value of convertible feature | 16,824 | ||||||||||||||||||||||
Debt discount | 33,826 | 16,824 | |||||||||||||||||||||
Debt unamortized debt discount | 46,821 | 46,821 | 80,647 | ||||||||||||||||||||
Heat Recovery Solutions [Member] | |||||||||||||||||||||||
Short-term note payable | $ 1,200,000 | $ 200,000 | |||||||||||||||||||||
Debt interest rate | 2.66% | ||||||||||||||||||||||
Debt principal amount | $ 1,400,000 | ||||||||||||||||||||||
Pension liability | 100,000 | ||||||||||||||||||||||
Total liability in connection with acquisition. | $ 1,500,000 | ||||||||||||||||||||||
Debt payment description | (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and interest of $157,609, commencing on December 31, 2016 and continuing until December 31, 2019, at which time the remaining unpaid principal amount of this note and all accrued and unpaid interest thereon shall be due and payable in full | ||||||||||||||||||||||
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable [Member] | |||||||||||||||||||||||
Debt interest rate | 14.00% | ||||||||||||||||||||||
Debt principal payments of debt | $ 116,600 | ||||||||||||||||||||||
Cybernaut Zfounder Ventures [Member] | Nine-Month Convertible Note Payable One [Member] | |||||||||||||||||||||||
Debt interest rate | 14.00% | ||||||||||||||||||||||
Debt principal payments of debt | $ 95,685 | ||||||||||||||||||||||
Accounts Receivable Financing Agreement [Member] | American Interbanc [Member] | |||||||||||||||||||||||
Short-term note payable | 1,692,126 | 1,692,126 | 1,602,549 | $ 1,170,462 | |||||||||||||||||||
Debt interest rate | 2.50% | ||||||||||||||||||||||
Individual [Member] | |||||||||||||||||||||||
Short-term note payable | $ 36,500 | $ 36,500 | $ 36,500 | $ 50,000 | |||||||||||||||||||
Fixed fee amount | $ 3,500 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
Note payable GE | $ 1,200,000 | $ 1,200,000 | |
Accrued transition services | 972,233 | 972,233 | |
Accrued Interest | 227,981 | 214,001 | |
Total | $ 2,400,214 | $ 2,386,234 |
Notes Payable - Schedule of Con
Notes Payable - Schedule of Convertible Notes (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
Total convertible notes | $ 491,285 | $ 371,785 | |
Accrued Interest | 76,626 | 82,111 | |
Debt Discount | (156,549) | (80,647) | |
Total | $ 411,362 | $ 373,249 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Mar. 31, 2020 | Dec. 31, 2019 |
Expected Volatility [Member] | Minimum [Member] | ||
Fair value measurement percentage | 85 | 85 |
Expected Volatility [Member] | Maximum [Member] | ||
Fair value measurement percentage | 92 | 92 |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value measurement percentage | 1.60 | 1.60 |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value measurement percentage | 1.64 | 1.64 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Narrative) (10-K) | Mar. 31, 2020 | Dec. 31, 2019 |
Expected Volatility [Member] | Minimum [Member] | ||
Fair value measurement percentage | 85 | 85 |
Expected Volatility [Member] | Maximum [Member] | ||
Fair value measurement percentage | 92 | 92 |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value measurement percentage | 1.60 | 1.60 |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value measurement percentage | 1.64 | 1.64 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities on Convertible Loans (Details) (10-K) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative Liability, Outstanding balance | $ 586,749 | $ 320,794 | $ 245,988 |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Fair Value of Derivative Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liability | $ 320,794 | $ 245,988 |
Additions | 134,961 | 666,904 |
Fair market value adjustments | 130,994 | (592,098) |
Derivative Liability | $ 586,749 | $ 320,794 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Jan. 02, 2019 | Oct. 31, 2018 | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 01, 2017ft² |
Amount received from Oberon Securities | $ 291,767 | ||||||
Operating lease rent expense | $ 110,455 | $ 82,034 | $ 305,883 | $ 280,239 | |||
ASU 2016-02 ( [Member] | |||||||
Average borrowing rate percentage | 5.00% | ||||||
CTU Industrial Building [Member] | |||||||
Building space for lease | ft² | 18,200 | ||||||
Lease term description | In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. | ||||||
Sublease Agreement [Member] | |||||||
Lease term description | In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) | Jan. 02, 2019 | Oct. 31, 2018 | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 01, 2017ft² |
Operating lease rent expense | $ | $ 110,455 | $ 82,034 | $ 305,883 | $ 280,239 | |||
ASU 2016-02 ( [Member] | |||||||
Average borrowing rate percentage | 5.00% | ||||||
CTU Industrial Building [Member] | |||||||
Building space for lease | ft² | 18,200 | ||||||
Lease term description | In October of 2018 we signed a sublease agreement with our facility in Italy with an indefinite term that may be terminated by either party with a 60 day notice for 1,000 Euro per month. |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 181,413 |
2021 | 249,132 |
2022 | 256,608 |
2023 | 44,052 |
Imputed Interest | 52,138 |
Net Lease Liability | $ 783,343 |
Capital Stock Transactions (Det
Capital Stock Transactions (Details Narrative) - USD ($) | Jun. 08, 2020 | Mar. 17, 2020 | Feb. 04, 2020 | Feb. 04, 2020 | Feb. 03, 2020 | Jan. 30, 2020 | Jan. 21, 2020 | Dec. 05, 2019 | Sep. 19, 2019 | Jul. 19, 2019 | Jun. 10, 2019 | May 31, 2019 | Oct. 09, 2018 | Aug. 21, 2014 | Aug. 07, 2013 | Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 | Apr. 28, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | May 25, 2006 | Apr. 21, 2005 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | |||||||||||||||||||||||||
Number of common stock shares issued for conversion | 1,700,000 | 498,211,169 | 8,125,000 | |||||||||||||||||||||||||||
Shares issued price per share | $ 0.02 | $ 0.03 | $ 0.04 | |||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 36,500 | $ 35,367 | ||||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 884,195 | 26,054,672 | ||||||||||||||||||||||||||||
Number of stock issued shares | 300,000,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 19,721 | |||||||||||||||||||||||||||||
Common stock, shares outstanding | 762,130,989 | 762,130,989 | 753,907,656 | 753,907,656 | 555,582,656 | |||||||||||||||||||||||||
Preferred d stock, shares par value | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | |||||||||||||||||||||||||
Preferred stock, shares outstanding | 5,700 | 5,700 | 6,500 | 6,500 | 7,500 | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 800 | 1,700,000 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 0.02 | |||||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 36,500 | |||||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 1,700,000 | |||||||||||||||||||||||||||||
Number of stock issued shares | 2,000,000 | 300,000,000 | 1,700,000 | 22,221 | ||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ 0.04 | ||||||||||||||||||||||||||||
Accrued interest | $ 19,721 | |||||||||||||||||||||||||||||
Notes Payable [member] | ||||||||||||||||||||||||||||||
Number of stock issued shares | 36,500 | 22,221 | ||||||||||||||||||||||||||||
Notes Payable [member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Number of stock issued shares | 36,500 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 1,700,000 | |||||||||||||||||||||||||||||
Shares issued price per share | $ 0.03 | $ 0.04 | 0.04 | $ 0.03 | ||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 2,000 | $ 4,000 | $ 4,000 | |||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 2,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||||||||||||||
Number of stock issued shares | 833,333 | 2,000,000 | 3,690,000 | 4,523,333 | 1,700,000 | 168,000,000 | 4,000,000 | |||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.03 | |||||||||||||||||||||||||||||
Number of stock issued shares | 4,523,333 | |||||||||||||||||||||||||||||
Series F Warrants [Member] | ||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 375,000 | 375,000 | 375,000 | 375,000 | ||||||||||||||||||||||||||
Series G Warrants [Member] | ||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 375,000 | 375,000 | 375,000 | 375,000 | ||||||||||||||||||||||||||
Warrants [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||||
Number of stock issued shares | 500,000 | |||||||||||||||||||||||||||||
Number of stock sale shares | 250,000 | 500,000 | ||||||||||||||||||||||||||||
Number of warrant to purchase common stock | 1 | 1 | ||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ 0.04 | ||||||||||||||||||||||||||||
Purchase price of shares sale | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||
Debt term | 1 year | 1 year | ||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Number of stock sale shares | 250,000 | |||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | |||||||||||||||||||||||||||||
Purchase price of shares sale | $ 5,000 | |||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.02 | |||||||||||||||||||||||||||||
Equity Financing Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Number of stock issued shares | 764,526 | |||||||||||||||||||||||||||||
Agreement, description | The Company, entered into an Equity Financing Agreement ("Equity Financing Agreement") and Registration Rights Agreement ("Registration Rights Agreement") with GHS Investments LLC, a Nevada limited liability company ("GHS"). Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $2,000,000 upon effectiveness of a registration statement on Form S-1 (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "Commission") As a result we issued 764,526 Shares of common stock as an inducement fee. | |||||||||||||||||||||||||||||
Subscription Agreement [Member] | MGW Investment I Limited [Member] | ||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | |||||||||||||||||||||||||||||
Number of stock sale shares | 168,000,000 | |||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | |||||||||||||||||||||||||||||
Purchase price of shares sale | $ 1,999,200 | |||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.0119 | |||||||||||||||||||||||||||||
Subscription Agreement [Member] | Warrants [Member] | MGW Investment I Limited [Member] | ||||||||||||||||||||||||||||||
Number of stock issued shares | 500,000 | |||||||||||||||||||||||||||||
Number of stock sale shares | 168,000,000 | |||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | |||||||||||||||||||||||||||||
Purchase price of shares sale | $ 1,999,200 | |||||||||||||||||||||||||||||
Preferred Series D Shares [Member] | ||||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 4,000,000 | |||||||||||||||||||||||||||||
Shares issued price per share | $ 0.015 | $ 0.015 | ||||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 60,000 | |||||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 800 | |||||||||||||||||||||||||||||
Inducement fee | $ 60,000 | |||||||||||||||||||||||||||||
Preferred Series D Shares [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.04 | $ 0.04 | ||||||||||||||||||||||||||||
Preferred Series D Shares [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 800 | |||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 440 | 440 | 440 | 440 | ||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 15,000 | 15,000 | 15,000 | 15,000 | ||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Preferred stock dividend rate | 13.00% | 17.50% | 17.50% | |||||||||||||||||||||||||||
Preferred stock dividend description | In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to nine percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. | The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. | The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. | |||||||||||||||||||||||||||
Preferred stock, shares outstanding | 5,000 | |||||||||||||||||||||||||||||
Board of Directors and Shareholders [Member] | ||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 800,000,000 | 400,000,000 | 400,000,000 | 200,000,000 | |||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | |||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 15,000 | |||||||||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||
Number of stock issued shares | 5,000,000 | 500,000 | 500,000 | |||||||||||||||||||||||||||
Number of stock sale shares | 10,000 | 10,000 | ||||||||||||||||||||||||||||
Number of warrant to purchase common stock | 5,000,000 | 500,000 | ||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||
Purchase price of shares sale | $ 75,000 | |||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.015 | |||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||
Preferred d stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Board of Directors [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Number of preferred stock shares designated | 15,000 | |||||||||||||||||||||||||||||
Preferred stock shares designated description | Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months. | |||||||||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 750,000 |
Capital Stock Transactions (D_2
Capital Stock Transactions (Details Narrative) (10-K) - USD ($) | Mar. 17, 2020 | Feb. 04, 2020 | Feb. 04, 2020 | Feb. 03, 2020 | Jan. 30, 2020 | Jan. 21, 2020 | Dec. 05, 2019 | Sep. 19, 2019 | Jul. 19, 2019 | Jun. 10, 2019 | May 31, 2019 | Feb. 13, 2019 | Oct. 09, 2018 | Feb. 13, 2018 | Aug. 21, 2014 | Aug. 07, 2013 | Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2019 | Apr. 28, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | May 25, 2006 | Apr. 21, 2005 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | ||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 884,195 | 26,054,672 | |||||||||||||||||||||||||||||
Number of shares issued for additional compensation | 13,800,000 | ||||||||||||||||||||||||||||||
Number of shares issued for consulting services | 1,500,000 | ||||||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 36,500 | $ 35,367 | |||||||||||||||||||||||||||||
Shares issued price per share | $ 0.02 | $ 0.03 | $ 0.04 | ||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 1,700,000 | 498,211,169 | 8,125,000 | ||||||||||||||||||||||||||||
Number of stock issued shares | 300,000,000 | ||||||||||||||||||||||||||||||
Accrued interest | $ 19,721 | ||||||||||||||||||||||||||||||
Common stock, shares outstanding | 762,130,989 | 762,130,989 | 753,907,656 | 753,907,656 | 555,582,656 | ||||||||||||||||||||||||||
Preferred d stock, shares par value | $ 100 | $ 100 | $ 100 | $ 100 | $ 100 | ||||||||||||||||||||||||||
Preferred shares reclassed | |||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 5,700 | 5,700 | 6,500 | 6,500 | 7,500 | ||||||||||||||||||||||||||
Number of outstanding stock options | |||||||||||||||||||||||||||||||
Notes Payable [member] | |||||||||||||||||||||||||||||||
Number of stock issued shares | 36,500 | 22,221 | |||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 2,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||||||
Number of shares issued for consulting services | 13,800,000 | ||||||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 2,000 | $ 4,000 | $ 4,000 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 0.03 | $ 0.04 | $ 0.04 | $ 0.03 | |||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 1,700,000 | ||||||||||||||||||||||||||||||
Number of stock issued shares | 833,333 | 2,000,000 | 3,690,000 | 4,523,333 | 1,700,000 | 168,000,000 | 4,000,000 | ||||||||||||||||||||||||
Preferred shares reclassed | |||||||||||||||||||||||||||||||
Preferred shares reclassed, shares | |||||||||||||||||||||||||||||||
Series F Warrants [Member] | |||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 375,000 | 375,000 | 375,000 | 375,000 | |||||||||||||||||||||||||||
Series G Warrants [Member] | |||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 375,000 | 375,000 | 375,000 | 375,000 | |||||||||||||||||||||||||||
Warrants [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||||||||
Number of stock issued shares | 500,000 | ||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||||
Number of stock sale shares | 250,000 | 500,000 | |||||||||||||||||||||||||||||
Number of warrant to purchase common stock | 1 | 1 | |||||||||||||||||||||||||||||
Purchase price of shares sale | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 1,700,000 | ||||||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 36,500 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.02 | ||||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 800 | 1,700,000 | |||||||||||||||||||||||||||||
Number of stock issued shares | 2,000,000 | 300,000,000 | 1,700,000 | 22,221 | |||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||||
Accrued interest | $ 19,721 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | Notes Payable [member] | |||||||||||||||||||||||||||||||
Number of stock issued shares | 36,500 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.03 | ||||||||||||||||||||||||||||||
Number of stock issued shares | 4,523,333 | ||||||||||||||||||||||||||||||
Preferred Series D Shares [Member] | |||||||||||||||||||||||||||||||
Number of shares conversion of convertible notes | 800 | ||||||||||||||||||||||||||||||
Stock issued for settlement of note payable, value | $ 60,000 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.015 | $ 0.015 | |||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 4,000,000 | ||||||||||||||||||||||||||||||
Inducement fee | $ 60,000 | ||||||||||||||||||||||||||||||
Preferred shares reclassed | $ 20,000 | ||||||||||||||||||||||||||||||
Preferred shares reclassed, shares | 200 | ||||||||||||||||||||||||||||||
Preferred Series D Shares [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Number of common stock shares issued for conversion | 800 | ||||||||||||||||||||||||||||||
Preferred Series D Shares [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 440 | 440 | 440 | 440 | |||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000 | 20,000 | 20,000 | 20,000 | |||||||||||||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 15,000 | 15,000 | 15,000 | 15,000 | |||||||||||||||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Preferred stock dividend rate | 13.00% | 17.50% | 17.50% | ||||||||||||||||||||||||||||
Preferred stock dividend description | In September 2015, all holders of Series D Preferred signed and delivered estoppel agreements, whereby the holders agreed, among other things, that the Series D Preferred was not in default and to reduce (effective as of December 31, 2015) the dividend rate on the Series D Preferred Stock to nine percent per annum and to terminate the 3.5% penalty in respect of unpaid dividends accruing on or after such date. | The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. | The Series D Preferred holders were initially entitled to be paid a special monthly divided at the rate of 17.5% per annum. Initially, the Series D Preferred Stock was also entitled to be paid special dividends in the event cash dividends were not paid when scheduled. If the Company does not pay the dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a special dividend of an additional 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, the Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in their sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate is equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock is redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the offering closing at a price equal to the initial purchase price plus all accrued but unpaid dividends, provided, that if the Company gave notice to the investors that it was not in a financial position to redeem the Series D Preferred, the Company and the Series D Preferred holders are obligated to negotiate in good faith for an extension of the redemption period. The Company timely notified the investors that it was not in a financial position to redeem the Series D Preferred and the Company and the investors have engaged in ongoing negotiations to determine an appropriate extension period. | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 5,000 | ||||||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | ||||||||||||||||||||||||||||||
Number of stock sale shares | 250,000 | ||||||||||||||||||||||||||||||
Purchase price of shares sale | $ 5,000 | ||||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.02 | ||||||||||||||||||||||||||||||
Nevada Corporation [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | ||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 907,388 | ||||||||||||||||||||||||||||||
Number of restricted shares issuance | 302,462,667 | ||||||||||||||||||||||||||||||
MGW Investment I Limited [Member] | Subscription Agreement [Member] | |||||||||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | ||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | ||||||||||||||||||||||||||||||
Number of stock sale shares | 168,000,000 | ||||||||||||||||||||||||||||||
Purchase price of shares sale | $ 1,999,200 | ||||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.0119 | ||||||||||||||||||||||||||||||
MGW Investment I Limited [Member] | Subscription Agreement [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||
Number of stock issued shares | 500,000 | ||||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | ||||||||||||||||||||||||||||||
Number of stock sale shares | 168,000,000 | ||||||||||||||||||||||||||||||
Purchase price of shares sale | $ 1,999,200 | ||||||||||||||||||||||||||||||
Board of Directors and Shareholders [Member] | |||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,000,000,000 | 800,000,000 | 400,000,000 | 400,000,000 | 200,000,000 | ||||||||||||||||||||||||||
Common stock, shares par value | $ 0.001 | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 15,000 | ||||||||||||||||||||||||||||
Kambiz Mahdi [Member] | |||||||||||||||||||||||||||||||
Number of shares issued for additional compensation | 20,000,000 | ||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.0131 | ||||||||||||||||||||||||||||||
Value of shares issued for additional compensation | $ 262,000 | ||||||||||||||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||||||||||||||
Shares issued price per share | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||
Number of stock issued shares | 5,000,000 | 500,000 | 500,000 | ||||||||||||||||||||||||||||
Warrant is exercisable price per share | $ 0.04 | $ 0.04 | $ 0.04 | ||||||||||||||||||||||||||||
Number of stock sale shares | 10,000 | 10,000 | |||||||||||||||||||||||||||||
Number of warrant to purchase common stock | 5,000,000 | 500,000 | |||||||||||||||||||||||||||||
Purchase price of shares sale | $ 75,000 | ||||||||||||||||||||||||||||||
Sale of stock price per share | $ 0.015 | ||||||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||
Preferred d stock, shares par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Board of Directors [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||
Number of preferred stock shares designated | 15,000 | ||||||||||||||||||||||||||||||
Preferred stock shares designated description | Board of Directors designated a series of our preferred stock as Series D Preferred Stock, authorizing 15,000 shares. Our Series D Preferred Stock offering terms authorized us to raise up to $1,000,000 with an over-allotment of $500,000 in multiple closings over the course of six months. | ||||||||||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 750,000 |
Capital Stock Transactions - Sc
Capital Stock Transactions - Schedule of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Warrants - Common Share Equivalents, Outstanding, beginning balance | 174,250,000 | |
Warrants - Common Share Equivalents, Issued | 174,250,000 | |
Warrants - Common Share Equivalents, Exercised | ||
Warrants - Common Share Equivalents, Expired | ||
Warrants - Common Share Equivalents, Outstanding, ending balance | 174,250,000 | 174,250,000 |
Warrants - Weighted Average Exercise price, beginning balance | $ 0.04 | |
Warrants - Weighted Average Exercise price, Issued | 0.04 | |
Warrants - Weighted Average Exercise price, Exercised | ||
Warrants - Weighted Average Exercise price, Expired | ||
Warrants - Weighted Average Exercise price, ending balance | $ 0.04 | $ 0.04 |
Warrants exercisable - Common Share Equivalents, beginning balance | 174,250,000 | |
Warrants exercisable - Common Share Equivalents, Issued | 174,250,000 | |
Warrants exercisable - Common Share Equivalents, Exercised | ||
Warrants exercisable - Common Share Equivalents, Expired | ||
Warrants exercisable - Common Share Equivalents, ending balance | 174,250,000 | 174,250,000 |
Warrants exercisable - Weighted Average Exercise price, beginning balance | $ 0.04 | |
Warrants exercisable - Weighted Average Exercise price, Issued | 0.04 | |
Warrants exercisable - Weighted Average Exercise price, Exercised | ||
Warrants exercisable - Weighted Average Exercise price, Expired | ||
Warrants exercisable - Weighted Average Exercise price, ending balance | $ 0.04 | $ 0.04 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Dec. 31, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | May 02, 2019USD ($) | Feb. 13, 2019USD ($)$ / sharesshares | Jan. 10, 2019USD ($) | Oct. 18, 2018shares | Sep. 21, 2018USD ($) | Jun. 21, 2018USD ($) | Feb. 15, 2018USD ($)$ / sharesshares | Feb. 13, 2018USD ($)$ / sharesshares | Feb. 08, 2018USD ($) | Jan. 04, 2018USD ($)$ / sharesshares | Dec. 16, 2016USD ($)$ / sharesshares | Nov. 02, 2016USD ($)$ / shares | Sep. 06, 2016USD ($)d | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 06, 2017USD ($)d | Apr. 30, 2019shares |
Debt conversion of convertible debt shares | shares | 8,125,000 | ||||||||||||||||||||
Debt conversion of convertible debt | $ 171,635 | ||||||||||||||||||||
Debt instrument, principal amount | $ 371,785 | $ 491,285 | $ 371,785 | ||||||||||||||||||
Increase in authorized common shares | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||||||||
Shares issued during period share based compensation | shares | 9,200,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.0053 | ||||||||||||||||||||
Shares issued during period share based compensation, value | $ 48,760 | $ 262,000 | |||||||||||||||||||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
One Year Employment Agreement [Member] | Kambiz Mahdi [member] | |||||||||||||||||||||
Shares issued during period share based compensation | shares | 20,000,000 | 20,000,000 | |||||||||||||||||||
Share price | $ / shares | $ 0.0131 | ||||||||||||||||||||
Shares issued during period share based compensation, value | $ 262,000 | ||||||||||||||||||||
Employment Agreement [Member] | Mr. Bennett [Member] | |||||||||||||||||||||
Annual salary | $ 175,000 | ||||||||||||||||||||
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.003 | ||||||||||||||||||||
Debt instrument, maturity date | Feb. 13, 2020 | ||||||||||||||||||||
MGW Investment I Limited [Member] | |||||||||||||||||||||
Outstanding balance advance amount | $ 169,950 | $ 227,950 | |||||||||||||||||||
MGW Investment I Limited [Member] | Advanced Additional Value [Member] | |||||||||||||||||||||
Outstanding balance advance amount | $ 60,000 | ||||||||||||||||||||
MGW Investment I Limited [Member] | Subscription Agreement [Member] | |||||||||||||||||||||
Number of shares sold | shares | 168,000,000 | ||||||||||||||||||||
Number of shares sold, value | $ 1,999,200 | ||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.0119 | ||||||||||||||||||||
Common stock, shares par value | $ / shares | 0.001 | ||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.04 | ||||||||||||||||||||
One-Year Convertible Note Payable [Member] | |||||||||||||||||||||
Convertible note payable | $ 87,500 | $ 87,500 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | |||||||||||||||||||
Debt conversion percentage | 55.00% | 55.00% | |||||||||||||||||||
Debt trading days | d | 20 | 20 | |||||||||||||||||||
Debt conversion of convertible debt shares | shares | 2,300,000 | 1,200,000 | |||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.002192 | $ 0.0031 | |||||||||||||||||||
Debt conversion of convertible debt | $ 5,042 | $ 3,696 | |||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||
Debt conversion percentage | 10.00% | ||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.005 | ||||||||||||||||||||
Repayments of convertible debt | $ 84,000 | ||||||||||||||||||||
CVL Note [Member] | Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.003 | ||||||||||||||||||||
Debt instrument, principal amount | $ 939,500 | ||||||||||||||||||||
Debt instrument, maturity date | Feb. 13, 2020 | ||||||||||||||||||||
Debt instrument, beneficial conversion feature | $ 532,383 | ||||||||||||||||||||
Increase in authorized common shares | shares | 2,000,000,000 | ||||||||||||||||||||
CVL Note [Member] | Mgw Investments [Member] | Convertible Note Purchase Agreement [Member] | |||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 800,000,000 | ||||||||||||||||||||
Debt conversion of convertible debt | $ 939,500 | ||||||||||||||||||||
MGWI Note [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||||
Debt instrument, principal amount | $ 153,123 | ||||||||||||||||||||
Debt instrument, maturity date | Apr. 25, 2018 | ||||||||||||||||||||
Debt instrument, conversion feature | The MGWI Note is convertible into shares of the Corporation's common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. | At December 31, 2019 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. | At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. | ||||||||||||||||||
Equity method investment, ownership percentage | 70.00% | 70.00% | 70.00% | ||||||||||||||||||
MGWI Note [Member] | JSJ Investments [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 12.00% | ||||||||||||||||||||
Debt instrument, principal amount | $ 103,000 | ||||||||||||||||||||
Debt instrument, maturity date | Apr. 25, 2018 | ||||||||||||||||||||
Promissory Note [Member] | MGW Investment I Limited [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||
Debt instrument, principal amount | $ 250,000 | ||||||||||||||||||||
Debt instrument, maturity date | Sep. 21, 2019 | Sep. 21, 2019 | |||||||||||||||||||
Promissory Note Two [Member] | MGW Investment I Limited [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||
Debt instrument, principal amount | $ 100,000 | ||||||||||||||||||||
Debt instrument, maturity date | Sep. 21, 2019 | ||||||||||||||||||||
Promissory Note Three [Member] | MGW Investment I Limited [Member] | |||||||||||||||||||||
Debt instrument, interest rate | 8.00% | ||||||||||||||||||||
Debt instrument, principal amount | $ 25,000 | ||||||||||||||||||||
Debt instrument, maturity date | Jan. 10, 2020 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) | Dec. 31, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | May 02, 2019USD ($) | Feb. 13, 2019USD ($)$ / sharesshares | Jan. 10, 2019USD ($) | Oct. 18, 2018shares | Sep. 21, 2018USD ($) | Jun. 21, 2018USD ($) | Feb. 15, 2018USD ($)$ / sharesshares | Feb. 13, 2018USD ($)$ / sharesshares | Feb. 08, 2018USD ($) | Jan. 04, 2018USD ($)$ / sharesshares | Jul. 01, 2017$ / sharesshares | Dec. 16, 2016USD ($)$ / sharesshares | Nov. 02, 2016USD ($)$ / shares | Sep. 06, 2016USD ($)d | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 06, 2017USD ($)d | Apr. 30, 2019shares | Dec. 31, 2017USD ($) | Jun. 15, 2017USD ($) |
Due to chairman | $ 5,000 | |||||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 8,125,000 | |||||||||||||||||||||||
Debt conversion of convertible debt | $ 171,635 | |||||||||||||||||||||||
Debt instrument, principal amount | $ 371,785 | $ 491,285 | 371,785 | |||||||||||||||||||||
Debt instrument, conversion amount | $ 171,635 | |||||||||||||||||||||||
Debt instrument, number of shares converted | shares | 8,125,000 | |||||||||||||||||||||||
Increase in authorized common shares | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||||||||||||||||
Shares issued during period share based compensation | shares | 9,200,000 | |||||||||||||||||||||||
Share price | $ / shares | $ 0.0053 | |||||||||||||||||||||||
Shares issued during period share based compensation, value | $ 48,760 | $ 262,000 | ||||||||||||||||||||||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
One-Year Convertible Note Payable [Member] | ||||||||||||||||||||||||
Convertible note payable | $ 87,500 | $ 87,500 | ||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | ||||||||||||||||||||||
Debt conversion percentage | 55.00% | 55.00% | ||||||||||||||||||||||
Debt trading days | d | 20 | 20 | ||||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 2,300,000 | 1,200,000 | ||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.002192 | $ 0.0031 | ||||||||||||||||||||||
Debt conversion of convertible debt | $ 5,042 | $ 3,696 | ||||||||||||||||||||||
Debt instrument, conversion amount | $ 5,042 | $ 3,696 | ||||||||||||||||||||||
Debt instrument, number of shares converted | shares | 2,300,000 | 1,200,000 | ||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||
Debt conversion percentage | 10.00% | |||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.005 | |||||||||||||||||||||||
Repayments of convertible debt | $ 84,000 | |||||||||||||||||||||||
MGWI Note [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||
Debt instrument, principal amount | $ 153,123 | |||||||||||||||||||||||
Debt instrument, maturity date | Apr. 25, 2018 | |||||||||||||||||||||||
Debt instrument, conversion feature | The MGWI Note is convertible into shares of the Corporation's common stock at the lower of: (i) a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of a Conversion Notice; or (ii) 0.003. As a result of the closing of the transactions contemplated by the Stock Purchase Agreement and Convertible Note Purchase Agreement, the MGWI Note must be redeemed by the Corporation in an amount that will permit CVL and MGWI and their affiliates to hold 65% of the issued and outstanding Common Stock of the Corporation on a fully diluted basis. | At December 31, 2019 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. | At December 31, 2018 the holder of this note beneficially owned 70% of the company and this note is not convertible if the holder holds more than 9.99%, as a result, we did not recognize a derivative liability or a beneficial conversion feature. | |||||||||||||||||||||
Equity method investment, ownership percentage | 70.00% | 70.00% | 70.00% | |||||||||||||||||||||
Employment Agreement [Member] | Mr. Bennett [Member] | ||||||||||||||||||||||||
Annual salary | $ 175,000 | |||||||||||||||||||||||
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.003 | |||||||||||||||||||||||
Debt instrument, maturity date | Feb. 13, 2020 | |||||||||||||||||||||||
Corporation and Confections Ventures Limited [Member] | Convertible Note Purchase Agreement [Member] | CVL Note [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.003 | |||||||||||||||||||||||
Debt instrument, principal amount | $ 939,500 | |||||||||||||||||||||||
Debt instrument, maturity date | Feb. 13, 2020 | |||||||||||||||||||||||
Debt instrument, beneficial conversion feature | $ 532,383 | |||||||||||||||||||||||
Increase in authorized common shares | shares | 2,000,000,000 | |||||||||||||||||||||||
Mgw Investments [Member] | Convertible Note Purchase Agreement [Member] | CVL Note [Member] | ||||||||||||||||||||||||
Debt conversion of convertible debt shares | shares | 800,000,000 | |||||||||||||||||||||||
Debt conversion of convertible debt | $ 939,500 | |||||||||||||||||||||||
Debt instrument, conversion amount | $ 939,500 | |||||||||||||||||||||||
Debt instrument, number of shares converted | shares | 800,000,000 | |||||||||||||||||||||||
JSJ Investments [Member] | MGWI Note [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||
Debt instrument, principal amount | $ 103,000 | |||||||||||||||||||||||
Debt instrument, maturity date | Apr. 25, 2018 | |||||||||||||||||||||||
MGW Investment I Limited [Member] | ||||||||||||||||||||||||
Outstanding balance advance amount | $ 169,950 | $ 227,950 | ||||||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, principal amount | $ 250,000 | |||||||||||||||||||||||
Debt instrument, maturity date | Sep. 21, 2019 | Sep. 21, 2019 | ||||||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note Two [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, principal amount | $ 100,000 | |||||||||||||||||||||||
Debt instrument, maturity date | Sep. 21, 2019 | |||||||||||||||||||||||
MGW Investment I Limited [Member] | Promissory Note Three [Member] | ||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||||||||||
Debt instrument, principal amount | $ 25,000 | |||||||||||||||||||||||
Debt instrument, maturity date | Jan. 10, 2020 | |||||||||||||||||||||||
MGW Investment I Limited [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||
Number of shares sold | shares | 168,000,000 | |||||||||||||||||||||||
Number of shares sold, value | $ 1,999,200 | |||||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.0119 | |||||||||||||||||||||||
Common stock, shares par value | $ / shares | 0.001 | |||||||||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.04 | |||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||
Due to chairman | $ 5,000 | |||||||||||||||||||||||
Five Board of Directors [Member] | ||||||||||||||||||||||||
Number of shares granted | shares | 150,000 | |||||||||||||||||||||||
Weighted average exercise price, granted | $ / shares | $ 0.03 | |||||||||||||||||||||||
Six Non-Employee Members [Member] | ||||||||||||||||||||||||
Number of shares granted | shares | 300,000 | |||||||||||||||||||||||
Weighted average exercise price, granted | $ / shares | $ 0.03 | |||||||||||||||||||||||
Kambiz Mahdi [member] | One Year Employment Agreement [Member] | ||||||||||||||||||||||||
Shares issued during period share based compensation | shares | 20,000,000 | 20,000,000 | ||||||||||||||||||||||
Share price | $ / shares | $ 0.0131 | |||||||||||||||||||||||
Shares issued during period share based compensation, value | $ 262,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Total related party notes | $ 491,285 | $ 371,785 |
Accrued Interest | 76,626 | 82,111 |
Debt Discount | (156,549) | (80,647) |
Related Party [Member] | ||
Total related party notes | 1,320,572 | 1,260,572 |
Accrued Interest | 277,010 | 248,838 |
Debt Discount | (29,227) | |
Total | $ 1,597,582 | $ 1,480,183 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jun. 08, 2020 |
Subsequent Event [Member] | Common Stock [Member] | Equity Financing Agreement [Member] | |
Agreement, description | The Company, entered into an Equity Financing Agreement ("Equity Financing Agreement") and Registration Rights Agreement ("Registration Rights Agreement") with GHS Investments LLC, a Nevada limited liability company ("GHS"). Under the terms of the Equity Financing Agreement, GHS agreed to provide the Company with up to $2,000,000 upon effectiveness of a registration statement on Form S-1 (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "Commission") As a result we issued 764,526 Shares of common stock as an inducement fee. |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Mar. 17, 2020$ / sharesshares | Feb. 19, 2020USD ($)d | Feb. 04, 2020USD ($)$ / sharesshares | Feb. 03, 2020$ / sharesshares | Jan. 30, 2020USD ($)$ / sharesshares | Jan. 21, 2020$ / sharesshares | Jan. 08, 2020USD ($)d | Oct. 09, 2018USD ($)$ / sharesshares | Mar. 31, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2018shares | Dec. 31, 2019USD ($) | Sep. 30, 2019$ / shares | Dec. 31, 2018USD ($) |
Stock issued for settlement of note payable | shares | 884,195 | 26,054,672 | ||||||||||||||
Stock issued price per shares | $ / shares | $ 0.02 | $ 0.03 | $ 0.04 | |||||||||||||
Stock issued for settlement of note payable, value | $ 36,500 | $ 35,367 | ||||||||||||||
Accrued interest | $ 320,570 | $ 320,570 | $ 607,736 | $ 466,425 | ||||||||||||
Number of stock issued shares | shares | 300,000,000 | |||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||
Stock issued for settlement of note payable | shares | 800 | |||||||||||||||
Stock issued price per shares | $ / shares | $ 0.015 | $ 0.015 | ||||||||||||||
Stock issued for settlement of note payable, value | $ 60,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Convertible note payable | $ 53,000 | $ 103,000 | ||||||||||||||
Debt instrument maturity date | Feb. 19, 2021 | Jan. 8, 2021 | ||||||||||||||
Debt interest rate | 12.00% | 12.00% | ||||||||||||||
Debt instrument conversion rate | 0.65 | 0.65 | ||||||||||||||
Debt instrument trading days | d | 15 | 15 | ||||||||||||||
Stock issued for settlement of note payable | shares | 1,700,000 | |||||||||||||||
Stock issued price per shares | $ / shares | $ 0.02 | |||||||||||||||
Stock issued for settlement of note payable, value | $ 36,500 | |||||||||||||||
Accrued interest | 19,721 | |||||||||||||||
Gain on settlement of note payable | $ 22,221 | |||||||||||||||
Number of stock issued shares | shares | 2,000,000 | 300,000,000 | 1,700,000 | 22,221 | ||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||||||||||
Stock issued price per shares | $ / shares | $ 0.04 | |||||||||||||||
Conversion of preferred stock issued | shares | 2,000,000 | |||||||||||||||
Conversion of preferred stock issued, value | $ 800 | |||||||||||||||
Subsequent Event [Member] | Reg A offering [Member] | ||||||||||||||||
Stock issued price per shares | $ / shares | $ 0.03 | $ 0.03 | ||||||||||||||
Number of stock issued shares | shares | 833,333 | 3,690,000 |