Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GREEN ENVIROTECH HOLDINGS CORP. | |
Entity Central Index Key | 1,428,765 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2014 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Public Float | $ 1,887,570 | $ 419,460 |
Entity Common Stock, Shares Outstanding | 23,926,757 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,014 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash | $ 7,227 | $ 185 |
Other current assets | 6,426 | 10,119 |
Total current assets | $ 13,653 | 10,304 |
Other Assets: | ||
Engineering Costs | 30,833 | |
Total other assets | 30,833 | |
TOTAL ASSETS | $ 13,653 | 41,137 |
CURRENT LIABILITIES | ||
Accounts payable | 575,417 | 686,538 |
Accrued expenses | 3,007,197 | 3,119,084 |
Secured debentures payable | 395,000 | 305,000 |
Loan payable - other | $ 454,982 | 1,115,572 |
Loan payable - related party | 12,287 | |
Total current liabilities | $ 4,432,596 | 5,238,481 |
TOTAL LIABILITIES | $ 4,432,596 | $ 5,238,481 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding | ||
Common stock, $0.001 par value, 250,000,000 shares authorized, 17,503,432 and 5,904,688 shares issued and outstanding | $ 17,503 | $ 5,905 |
Additional paid in capital | 15,447,308 | 11,009,932 |
Accumulated deficit | (19,883,754) | (16,213,181) |
Total stockholders’ equity (deficit) | (4,418,943) | (5,197,344) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 13,653 | $ 41,137 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 17,503,432 | 5,904,688 |
Common stock, shares outstanding | 17,503,432 | 5,904,688 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehesive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | ||
REVENUE | ||
COST OF REVENUES | ||
GROSS PROFIT | ||
OPERATING EXPENSES | ||
Wages and professional fees | $ 1,997,615 | $ 2,658,238 |
General and administrative | 333,083 | 105,233 |
Total operating expenses | $ 2,330,698 | 2,763,471 |
NON-OPERATING EXPENSES | ||
Amortization of debt discount | 64,286 | |
Interest expense | $ 109,715 | 122,514 |
Impairment expense | 33,333 | $ 443,000 |
Loss on settlement of Payable | 25,706 | |
Loss on debt conversion | 1,171,121 | $ 2,360,727 |
Total non-operating expenses | 1,339,875 | 2,990,527 |
NET (LOSS) FROM CONTINUING OPERATIONS | (3,670,573) | 5,753,998 |
NET (LOSS) | $ (3,670,573) | $ (5,753,998) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 11,025,066 | 3,952,778 |
NET (LOSS) PER SHARE | $ (0.33) | $ (1.46) |
Consolidated Statement of Chang
Consolidated Statement of Changes In Stockholders’ Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2012 | $ 2,500 | $ 6,130,525 | $ (10,459,183) | $ (4,326,158) | |
Balance, shares at Dec. 31, 2012 | 2,499,585 | ||||
Common shares issued for fractional shares resulting from 1 for 100 reverse stock split effective March 27, 2013 | 33 | 33 | |||
Common shares issued for services | $ 1,048 | 1,220,312 | $ 1,221,360 | ||
Common shares issued for services, shares | 1,047,864 | 1,047,864 | |||
Conversion of notes payable to common shares | $ 1,606 | 799,968 | $ 801,574 | ||
Conversion of notes payable to common shares, shares | 1,606,251 | 1,606,251 | |||
Conversion of accrued salary to common shares | $ 476 | 297,922 | $ 298,398 | ||
Conversion of accrued salary to common shares, shares | 476,198 | ||||
Conversion of accounts payable to common shares | $ 152 | 73,316 | 73,468 | ||
Conversion of accounts payable to common shares, shares | 151,757 | ||||
Common shares issued for cash | $ 63 | 62,937 | $ 63,000 | ||
Common shares issued for cash, shares | 63,000 | ||||
Common shares issued as sweeteners for debt | $ 60 | 64,226 | |||
Common shares issued as sweeteners for debt, shares | 60,000 | 60,000 | |||
Loss on debt conversion | 2,360,727 | $ 2,360,727 | |||
Net loss for the year | (5,753,998) | (5,753,998) | |||
Balance at Dec. 31, 2013 | $ 5,905 | 11,009,932 | (16,213,181) | (5,197,344) | |
Balance, shares at Dec. 31, 2013 | 5,904,688 | ||||
Common shares issued for services | $ 680 | 251,815 | $ 252,495 | ||
Common shares issued for services, shares | 680,000 | 680,000 | |||
Conversion of notes payable to common shares | $ 6,299 | 960,955 | $ 967,254 | ||
Conversion of notes payable to common shares, shares | 6,299,016 | 6,299,016 | |||
Exercise of warrants | $ 15 | 14,985 | $ 15,000 | ||
Exercise of warrants, shares | 15,000 | ||||
Common shares issued as sweeteners for debt | $ 100 | 12,900 | $ 13,000 | ||
Common shares issued as sweeteners for debt, shares | 100,000 | 100,000 | |||
Common shares issued for services-related party | $ 1,910 | 633,950 | $ 635,860 | ||
Common shares issued for services-related party, shares | 1,910,000 | ||||
Conversion of notes payable & accrued salary related party to common shares | $ 821 | 820,287 | 821,108 | ||
Conversion of notes payable & accrued salary related party to common shares, shares | 821,108 | ||||
Conversion of accounts payable and accruals to common shares | $ 1,773 | 512,352 | 514,125 | ||
Conversion of accounts payable and accruals to common shares, shares | 1,773,620 | ||||
Warrants issued to consultants for fees | 59,011 | 59,011 | |||
Loss on debt conversion | 1,171,121 | 1,171,121 | |||
Net loss for the year | (3,670,573) | (3,670,573) | |||
Balance at Dec. 31, 2014 | $ 17,503 | $ 15,447,308 | $ (19,883,754) | $ (4,418,943) | |
Balance, shares at Dec. 31, 2014 | 17,503,432 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) | $ (3,670,573) | $ (5,753,998) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Common stock issued for services | 252,495 | $ 1,221,360 |
Common stock issued for services-related parties | 635,860 | |
Stock issued as sweetners for debt | 13,000 | |
Warrants issued for services | 59,011 | |
Loss on settlement of Accounts Payable | 25,706 | |
Loss on conversion of Accounts Payable & accruals | 96,643 | |
Loss on debt conversion | 1,171,121 | $ 2,360,727 |
Consulting services | 60,000 | |
Debt services as a result of third party payments | 19,510 | |
Impairment expense | $ 33,333 | $ 443,000 |
Amortization of debt discount | 64,286 | |
Change in assets and liabilities | ||
(Increase) in deposits and other current assets | $ 1,193 | (5,335) |
Increase in accounts payable- related party | (4,975) | |
Increase in accounts payable and accrued expenses | $ 1,049,043 | 1,200,267 |
Net cash (used in) operating activities | $ (253,658) | (474,668) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Expenditures related to plans for building construction | (30,833) | |
Net cash (used in) investing activities | (30,833) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of stock for cash | 63,000 | |
Proceeds received from loan payable - related party | 7,000 | |
Payments on loan payable - related party | (30,700) | |
Proceeds received from loan payable - other | $ 170,700 | $ 464,400 |
Proceeds received from secured debentures | 90,000 | |
Net cash provided by financing activities | 260,700 | $ 503,700 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 7,042 | (1,801) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 185 | 1,986 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | $ 7,227 | $ 185 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION Green EnviroTech Holdings Corp. (the Company) was incorporated on June 26, 2007 under the name Wolfe Creek Mining, Inc. under the laws of the State of Delaware. On November 20, 2009, the Company completed a reverse merger transaction pursuant to which it acquired Green EnviroTech Corp., a Nevada corporation. Wolfe Creek Mining, Inc. up until November 20, 2009 was primarily engaged in the acquisition and exploration of mining properties. Green EnviroTech Corp was incorporated on October 6, 2008 and was engaged in plastics recovery. The financial statements included herein are the financials of Green EnviroTech Holdings Corp. and subsidiaries from October 6, 2008 to current. Green EnviroTech Holdings Corp. is an innovative technology company that has developed a patent pending oil conversion process utilizing a mixture of plastic and tires. The GETH Process revolutionizes the disposal of plastic waste and tires and cleans up our landfills by producing a high grade of oil. The proprietary conversion process uses established pyrolysis technology with additional distillation applications. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues since inception and has generated losses since inception and needs to raise additional funds to carry out the business plan. For the year ended December 31, 2014, the Company had a net loss. The Company also has a working capital deficit and has an accumulated deficit. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain necessary equity financing to continue and expand operations. The Company has had very little operating history to date. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. Besides generating revenues from proposed operations, the Company may need to raise additional funds to expand operations to the point at which the Company can achieve profitability. The terms of new debt or equity that may be raised may not be on terms acceptable by the Company. If the Company fails to raise adequate funds from unrelated third parties, the Companys officers and directors may need to contribute additional funds to sustain operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its interest in Green EnviroTech CA1, LLC, a joint venture which had no operations for the year. Intercompany balances and transactions were eliminated between the Company and the joint venture. The Company owns 99% of the Joint Venture. There is no specific operational use for the Joint Venture at present. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company does not have any cash equivalents as of December 31, 2014 and 2013, respectively. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. The Company through December 31, 2013, incurred some engineering and design costs on a facility they were planning to build or purchase to refurbish. All of these costs were written off at December 31, 2014 as impairment. Recoverability of Long-Lived Assets The Company reviews long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Companys ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (ASC) 740, Income Taxes A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is more likely than not that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. As of January 1, 2016, we have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and California as our major tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2009 through 2015 California Franchise Tax Returns. However, we have certain tax attribute carry forwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. (Loss) Per Share of Common Stock The company follows ASC 260, Earnings per Share Intangible Assets ASC 350 requires that intangible assets with finite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The Companys assessment for impairment of assets involves estimating the undiscounted cash flows expected to result from use of the asset and its eventual disposition. An impairment loss recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, and considers year-end the date for its annual impairment testing, unless information during the year becomes available that requires an earlier evaluation of impairment testing. The Company during the year ended December 31, 2014 incurred impairment charges in the amount of $33,333 when it wrote off the engineering costs in the amount of $30,833 which were associated with the building permits for a plant to be built in San Francisco. The building permits would expire before funding of the plant could be consummated. The Company also wrote down a Sniff Machine used for detecting vapors and odors to fair market value. The write down was for $2,500. During the year ended December 31, 2013 incurred impairment charges in the amount of $443,000 which consisted of disposing of damaged equipment with no potential production value to the Company when it did have value in the past. The equipment had been carried on the books for over two years at a value of $125,000. The other deduction was the write off of $318,000 paid into or incurred on behalf of Petrosonics, LLC in the anticipation of forming a joint venture together. The Company entered into a joint venture agreement with Petrosonics, LLC. Pursuant to the Joint Venture Agreement, the parties agreed to the formation of an Irish registered company for the purpose of researching, development, manufacture and commercialization of oil-industry corroborated processes that remove sulfur from crude oil and refined fuels on a worldwide basis. The joint venture did not go forward. Stock-Based Awards ASC 718 Compensation Stock Compensation The company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity Based Payments to Non-Employees. The Company measures the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and recognizes it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company estimates the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Companys statement of operations. The forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the fiscal periods ended December 31, 2014 and 2013, the Companys estimated forfeiture rate is 0% based on the Companys historical experience. There were 0 stock options granted to employees during the years ended December 31, 2014 and 2013. During the fiscal periods ended December 31, 2014 and 2013, the Company granted common stock warrants to investors, lenders and certain officers as discussed in Note 3. The fair value of stock warrants issued in conjunction with the issuance of common stock is recorded against common stock as stock issuance cost. The fair value of stock warrants issued in conjunction with notes payable is recognized as a discount on the related debt and amortized to interest expense over the term to maturity. The fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton pricing model. The Black-Scholes-Merton model requires subjective assumptions regarding future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the common stock of comparable publicly traded companies. In making this determination and finding another similar company, the Company considered the industry, stage of life cycle, size and financial leverage of such other entities. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. Fair Value Measurements The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: ● Level 1 inputs: Quoted prices for identical instruments in active markets. ● Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 inputs: Instruments with primarily unobservable value drivers. Recently Issued Accounting Standards There were updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Companys financial position, results of operations or cash flows. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | NOTE 3- STOCKHOLDERS EQUITY (DEFICIT) Preferred Stock The Company has 25,000,000 preferred shares of $0.001 par value stock authorized. The Company has no preferred stock issued and outstanding. Common Stock The Company has 250,000,000 common shares of $0.001 par value stock authorized. On December 31, 2014, the Company had 17,503,432 common shares outstanding. Effective March 27, 2013, the Company effected a 100-for-1 reverse split of its common stock. The financial statements were adjusted to reflect the reverse stock split for all periods as of the first day of the first period presented. Warrants The Company used the Black-Scholes option pricing model in valuing options and warrants. The inputs for the valuation analysis of the options and warrants include the market value of the Companys common stock, the estimated volatility of the Companys common stock, the exercise price and the risk free interest rate. As of December 31, 2014 and 2013 total unrecognized compensation expense related to nonvested share-based compensation arrangements was $0. The key inputs in determining grant date fair value are as follows: Period Ended December 31, 2014 Risk-free interest rate 1.25 % Dividend yield 0.00 % Expected volatility 110.24 % Expected term (in years) 5.0 Weighted average grant date fair value of warrants granted during the period $ 0.10 On February 2, 2012, the Company issued 100,000 warrants to debtholders as an incentive for the extension of the maturity date on the notes to September 24, 2012. These warrants are exercisable for five years at an exercise price of $0.10. Their fair value was $2,998 which was expensed in 2012. As a result of the 1 for 100 reverse common stock split on March 27, 2013, these warrants are exercisable for 1,000 common shares at a price of $10.00 per share. The following table presents the warrant activity during 2013 and 2014: Weighted Average Warrants Exercise Price Outstanding - December 31, 2012 19,519 $ 5.64 Granted - - Forfeited/canceled - - Exercised - - Outstanding - December 31, 2013 19,519 $ 5.64 Granted-Oct 10, 2014 650,000 $ 0.10 Forfeited/canceled - - Exercised-Feb 19, 2014 (15,000 ) ($ 1.00 ) Outstanding - December 31, 2014 654,519 $ 0.24 Exercisable as of December 31, 2014 394,519 $ 0.34 The weighted average remaining life of the outstanding common stock warrants as of December 31, 2014 and 2013 was 4.75 and 0.81 years. The aggregate intrinsic value of the outstanding common stock warrants as of December 31, 2014 and 2013 was $0 for both years. During the year ended December 31, 2013: ● the Company issued 1,047,864 common shares for services valued at $1,221,360. Of this amount, 42,000 shares were for related parties valued at $69,960 ● the Company issued 1,606,251 common shares to convert $682,250 of principal and $119,324 of interest on notes payable into equity. ● the Company issued 216,198 shares valued at $216,198 to its President for accrued salary and the Company issued 260,000 common shares valued at $82,200 for accrued salary of employees ● the Company issued 151,757 common shares to convert $73,468 of accounts payable ● the Company sold 63,000 common shares for cash proceeds of $63,000 ● the Company issued 60,000 shares as a sweetener for a debt holder valued at $64,286. The relative fair value was recorded as a discount to the note and was fully amortized during the year. ● the Company issued 33 common shares to replace fractional shares as a result of the 100 for 1 reverse stock split dated March 27, 2013 ● the Company recognized a loss on conversion of debt, accrued salaries, and accounts payable of $2,360,727 During the year ended December 31, 2014: ● the Company issued 680,000 common shares for services valued at $252,495 and additional 1,910,000 common shares for services valued at $635,860 were issued to related parties. ● the Company issued 6,299,016 common shares to convert $967,254 of principal and interest on notes payable into equity, ● the Company issued 650,000 common stock warrants to an attorney, the warrants convert within 5 years of issuance $0.10 per warrant. 130,000 warrants vested when issued and 130,000 vested the 10th of the following four months after issue date. These warrants were valued at $59,011 at December 31, 2014 by the Black-Sholes method. ● the Company issued 821,108 shares valued at $821,108 to a related party for accrued salary and conversion of note payable, 42,871 of these shares were issued to the CEO for the payoff of his note with a principal balance of $12,287 and accrued interest of $30,584 ● the Company issued 1,773,620 common shares to convert $417,482 of accounts payable and accruals which resulted in an operating loss of $96,643. ● the Company issued 100,000 shares as a sweetener for debt holders valued at $13,000. ● the Company issued 15,000 common shares valued at $15,000 to convert warrants. ● the Company recognized a loss on conversion of debt in the amount of $1,171,121. |
Loan Payable - Related Party
Loan Payable - Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Loan Payable - Related Party | NOTE 4- LOAN PAYABLE RELATED PARTY The Company had an unsecured, loan payable in the form of a line of credit with its CEO. The CEO had provided a line of credit up to $1,000,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions until the Company received sufficient other funding. This loan was extended to December 31, 2015 at the end of the previous year. The loan was paid in full when it was converted on April 16, 2014 by issuing 42,871 shares of restricted common stock of the Company at a conversion rate of $1.00 per share The shares represented $12,287 of principal and $30,584 of accrued interest. A reconciliation of the loan is as follows: December 31, 2014 December 31, 2013 Beginning Balance $ 12,287 $ 44,187 Proceeds - 7,000 Payments on accounts payable - 2,000 Repayments - (30,700 ) Repayment by HE Capital - (4,700 ) Stock Conversion (12,287 ) (5,500 ) Ending Balance $ - $ 12,287 |
Loan Payable - Other
Loan Payable - Other | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other | NOTE 5- LOAN PAYABLE OTHER In 2013, the Company converted $682,250 of principal and $119,324 of accrued interest in notes held by to H. E. Capital, S. A. into 1,592,148 shares of the Companys common stock. The conversion occurred at conversion prices lower than the market price at the time resulting in a $2,360,727 loss on debt conversion. Two of three debt instruments with H. E. Capital, S. A. were eliminated in the conversions. The Company at the beginning of the year 2014 had a Line of Credit with H. E. Capital, S. A. This Line of Credit accrues interest at the rate of 8% per annum. The due date of the loan was extended to December 31, 2016. Balance of the loan at December 31, 2014 was $127,482 with accrued interest in the amount of $85,031 as compared to $616,772 with accrued interest in the amount of $50,473 for the year ended December 31, 2013 History of the H. E. Capital loans is as follows: December 31, 2014 December 31, 2013 Beginning Balance $ 616,772 $ 663,250 Proceeds 170,700 464,400 Vendors paid direct on behalf of the Company 19,510 - Reclassification from accounts payable 53,000 - Consulting fees 60,000 136,172 Joint Venture Investment paid direct - 125,000 Repayment to related party - 4,700 Allocation Green Power Energy - (100,000 ) Assignments (445,000 ) - Non-cash conversion (347,500 ) (676,750 ) Ending Balance $ 127,482 $ 616,772 The Company on February 25, 2010 issued a promissory note to an individual in the amount of $20,000 at 10% due on demand. This interest rate was increased to 12% beginning in 2012. The Company repaid $10,000 of this note on August 10, 2010. The Company also repaid $2,500 of this note on April 13, 2011. As of December 31, 2014 and 2013 the loan has an outstanding balance of $7,500 each year and accrued interest in the amount of $4,957 and $4,057, respectively. The Company issued a promissory note on November 15, 2012 to an individual in the amount of $170,000 at 8% due on November 16, 2013. The note was extended to November 15, 2016. This note was reassigned from HE Capital. The Company used the funds to pay off the convertible notes held by Asher Enterprise, Inc. As of December 31, 2014 this loan has an outstanding balance of $170,000 and accrued interest in the amount of $28,914 as compared to $170,000 outstanding balance and accrued interest in the amount of $15,314 for the year ended December 31, 2013. The Company issued a promissory note on March 19, 2013 to an individual in the amount of $150,000 at 8% due on March 18, 2014. The Company used the funds for working capital. As of December 31, 2014 this loan has an outstanding balance of $150,000 and accrued interest in the amount of $19,356. Compared to December 31, 2013 this loan had an outstanding balance of $150,000 and accrued interest in the amount of $4,356. The Company issued a promissory note in the amount of $171,300 on October 1, 2013 to a vendor in exchange for converting accounts payable. The note accrues interest at 8% and is due on September 30, 2014. As of December 31, 2013 this note has an outstanding balance of $171,300 and accrued interest in the amount of $3,454. On February 18, 2014, the note was converted into 685,200 shares of common stock. There was a conversion loss in the amount of $246,672. During the fourth quarter 2014, the Company was faced with satisfying a disputed obligation with one of its vendors by issuing 150,000 free trading shares of the Company. The debt had not matured for the amount of time required for the obligation to receive free trading shares. In order to satisfy the debt, the Company entered into an agreement with H. E. Capital, S.A. to convert $30,000 of its Line of Credit Note with the Company into 150,000 free trading shares of the Company. H. E. Capital S.A. converted the required portion of its debt from the Company into the shares needed and issued 25,000 free trading shares in December 2014 and the balance of 125,000 free trading shares in February 2015. The Company was contingently liable for the vendor debt on December 31, 2014 and until it was totally satisfied in February 2015. The Company incurred an operating loss of $25,706 as a result of the transaction. |
Secured Debentures
Secured Debentures | 12 Months Ended |
Dec. 31, 2014 | |
Secured Debt [Abstract] | |
Secured Debentures | NOTE 6- SECURED DEBENTURES On January 24, 2011, the Company entered into a series of securities purchase agreements with accredited investors (the Investors), pursuant to which the Company sold an aggregate of $380,000 in 12% secured debentures (the Debentures). Legend Securities, Inc. a broker dealer which is a member of FINRA, received a commission of $45,600 and 19,000 warrants at an exercise price of $0.40 in connection with the sale of the Debentures. The Debentures were initially due at the earlier of 6 months from the date of issuance or upon the Company receiving gross proceeds from subsequent financings in the aggregate amount of $1,000,000. The Debentures bear interest at the rate of 12% per annum, payable upon maturity. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between the Company and the Investors. As a result of the 1 for 100 reverse common stock split on March 27, 2013, these warrants are exercisable for 190 common shares at a price of $40.00 per share. The Company also issued to the Investors on January 24, 2011 five-year warrants to purchase an aggregate of 190,000 shares of common stock at an exercise price of $0.40, which may be exercised on a cashless basis. As a result of the 1 for 100 reverse common stock split on March 27, 2013, these warrants are exercisable for 1,900 common shares at a price of $40.00 per share. On February 2, 2012, the Company issued 10,001 shares of common stock valued at $30,000 to the Secured Debenture Holders for extending the maturity date of the debentures to September 24, 2012. The Company by direction of Legend Securities, Inc. also issued to the holders of the Secured Debentures five-year warrants to purchase 100,000 shares of common stock at an exercise price of $0.10 per share which said warrants were originally issued to certain employees of Legend Securities, Inc. per a previous Legend Agreement. The warrants were issued to the holders of the Secured Debentures simultaneously with the issuance of the above mentioned stock and were valued at $2,998. As a result of the 1 for 100 reverse common stock split on March 27, 2013, these warrants are exercisable for 1,000 common shares at a price of $10.00 per share. The balance of these Debentures on December 31, 2014 and 2013 was $305,000. The interest for the year ended December 31, 2014 was $37,108 and accrued as of December 31, 2013 (12%) was $162,902. These notes are in negotiation for extension. The Company entered into two new note agreements with Cenco Leasing Company during the second quarter secured by the assets of the Company and common stock of the Company. Both notes are for one year at 8% interest. The first note was issued on May 5, 2014 for $50,000 and the second note was issued on June 2, 2014 for $40,000. Of these amounts, $23,000 was paid directly to vendors for expenses. These notes are collateralized by assets of the Company and can be repaid by common stock of the Company when presented for payment. The Company used the proceeds from these notes for working capital. These notes were satisfied in the 1 st |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 7- PROVISION FOR INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Companys assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Companys tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Net Deferred Tax Assets consisted of the following components as of December 31, 2014 and 2013: 2014 2013 Deferred Tax Assets: NOL Carryover Tax Advantage $ 3,394,400 $ 3,566,500 Valuation allowance (3,394,400 ) (3,566,500 ) $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. Federal Income tax rate to pretax income from continuing operations for the years ended December 31, 2014 and 2013. At December 31, 2014, the Company had a net operating loss carry forward in the amount of approximately $9,984,000 available to offset future taxable income through 2033. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 8- COMMITMENTS During 2013, the Company entered into an agreement with Black Lion Oil Limited (Black Lion) whose primary focus is on emerging energy technology with broad applications. Under the agreement, the Company granted to Black Lion exclusive rights to the waste to oil process in specific territories outside of the United States. In return Black Lion paid $100,000 in cash to the Company as a fee and agreed to pay the Company royalties amounting to ten percent (10.0%) of Black Lions gross sales. The Company used the fee for working capital. On June 1, 2013 the Company signed a three-year lease for office space and opened its corporate offices in Oakdale, CA. The office is staffed by the CEO, COO and two office personnel. The office space is approximately 3,300 sq ft. The lease calls for lease payments in the amount of $3,300 per month the first year, $3,738 per month the 2 nd rd |
Joint Venture Agreement with Pe
Joint Venture Agreement with Petrosonics, LLC. and Its Termination | 12 Months Ended |
Dec. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture Agreement with Petrosonics, LLC. and Its Termination | NOTE 9- JOINT VENTURE AGREEMENT WITH PETROSONICS, LLC. AND ITS TERMINATION On May 27, 2013, the Company entered into a joint venture agreement with Petrosonics, LLC. Pursuant to the Joint Venture Agreement, the parties agreed to the formation of an Irish registered company for the purpose of researching, development, manufacture and commercialization of oil-industry corroborated processes that remove sulfur from crude oil and refined fuels on a worldwide basis. The Company agreed to make a capital contribution of $14,000,000 (including $2,000,000 which the Company agreed to contribute within 30 days of execution of the Joint Venture Agreement, and an additional $12,000,000 which the Company agreed to contribute within 180 days of execution of the Joint Venture Agreement to the Joint Venture Company for a 51% interest. Petrosonics agreed to contribute certain intellectual property to the Joint Venture Company for a 49% interest. During the Companys due diligence production, it incurred various delays which resulted in funding deferments. The parties agreed to terminate the initial Joint Venture Agreement, effective as of September 3, 2013, with the understanding that a new Joint Venture Agreement may be entered into at a later date. The parties have also agreed verbally to enter into a termination agreement wherein the Company will be reimbursed a portion of the funds raised in exchange for a release of the IP that was assigned in advance to the entity formed for the Joint Venture. The Company had invested $318,000 into the agreement before its termination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10- SUBSEQUENT EVENTS On January 30, 2015, the Company entered into a license agreement with Cenco Leasing Company, Inc. (Cenco) wherein the Company has given exclusive license rights to Cenco for the states of California, Oklahoma, Kansas, Arkansas, Nebraska, Missouri, Colorado, North Dakota, South Dakota, Iowa, New Mexico, Nevada, Utah and the entire country of Mexico. The agreement gives exclusive rights to Cenco to utilize certain technology of the Company to design, construct, own and operate pyrolysis and refining plants in the above defined territories. The agreement calls for Cenco over certain periods of time as detailed in the agreement to construct plants in these territories. The agreement also calls for Cenco to pay royalties from the revenues generated from these plants. Such royalties in some states are calculated at a three percent (3%) rate and other states at a five and one half percent (5.5%). It was also agreed that the two notes Cenco is holding in the amount of $90,000 against the Company will be returned to the Company. Cenco would also pay the Company an additional $25,000 as a license fee for another state. On January 30, 2015, in conjunction with the execution of the agreement between the Company and Cenco, the Company entered into a mutual release agreement with a former employee who claimed to have certain technology rights of the Company. It was agreed wherein the employee would release to the company any claim to any and all rights to certain technology concerning the pyrolysis and refining of certain materials into oil. Included in the agreement was a provision in which the former employee would forfeit all of their accrued salary the Company was carrying as a liability to the former employee. The Company will recognize equity adjustment from the write off of the accrued salary. In exchange for the forfeiture of the accrued salary, Cenco had entered into a separate agreement with the former employee wherein the former employee would receive certain territorial rights given to Cenco. During the first quarter of 2015, the Company entered into a consulting service agreement with a consultant, wherein the consultant will provide analysis for and identify potential tire pyrolysis locations for future plants of the Company. The consultant will also participate in product discussions and contribute financial models and other materials for presentation as requested. The consultant will continue to work with the Company on product identify specifications for carbon black and oil outputs, suggest methods to increase the values of carbon char and tire oil from Company processes and suggest methods of carbon black and oil finishing equipment solutions and other services related to tire pyrolysis as requested. The agreement will expire on February 1, 2016 at which time the consultant will receive as compensation 1,500,000 (one million and five hundred thousand) vested warrants for Companys stock at $0.10 a share. The warrants will be 100% vested on the day of issuance. During the first quarter of 2015, the Company issued 65,294 common shares to settle $11,100 of accounts payable. There was no loss on the accounts payable conversion. The Company issued warrants. The Company issued 1,500,000 five year warrants for professional services exercisable at $0.10 per share and vesting 62,500 shares per month starting on the 1 st st On May 13, 2015, the Company and EraStar agreed to resolve the outstanding balance of $120,000 owed to EraStar by GETH for an amount of $20,000 or in the form of $20,000 free trading shares on or before 12/30/15. On October 1, 2015, the Company and EraStar agreed to an amendment to the May 13, 2015 Settlement Agreement wherein 350,000 shares currently issued to EraStar for services, GETH may cancel and reissue a total of 370,000 shares to EraStar or assigns as directed for full consideration of contractual obligations. On May 18, 2015, the Company approved the Debt Assignment Agreement dated 5/18/2015 between H.E. Capital S.A. and Valuecorp Trading Company. The Company also approved the Debt Settlement Agreement dated 5/19/2015 between the Company and Valuecorp Trading Company. The Company will issue 833,333 shares of common stock to Valuecorp Trading Company at $0.03 per share to satisfy $25,000 of the debt dated 12/3/2010. On June 12, 2015, the Company and Cenco Leasing Company, Inc. agreed to an extension to the performance clause in the agreement between the Company and Cenco dated January 30, 2015 by executing an amendment to that agreement. The Company on September 30, 2014 settled a claim in New York courts from a vendor for unpaid fees, MicroCap vs Green EnviroTech, by agreeing to deliver 25,000 shares a month for six months to the plaintiff. All the shares were delivered. On or about June 18, 2015, Microcap asked the court for a judgment alleging a default of the stipulation of settlement. Microcaps position was that what was delivered was unsellable as the Company had not made timely filings of its Securities and Exchange Commission filings. The Company filed a Statement in opposition on June 23, 2015. On June 29, 2015, the Court entered a judgment in the amount of $42,111 in favor of Microcap. The Company has the right to appeal this judgment for a period of one year from the date of judgment and is reserving its right to appeal. During the third quarter of 2015, the Company issued 1,500,000 common shares for the conversion of $45,000 in notes payable. The Company also issued 3,625,000 restricted common shares to its Director and CEO for the conversion of $145,000 of debt at $0.04 per share. The Company issued 1,233,031 common shares to settle $98,643 in accounts payable. There was no loss on the accounts payable or note conversions. During the first quarter of 2016, the Company issued 1,500,000 warrants for Companys stock at $0.10 per share in settlement of a service agreement dated January 1, 2015. These warrants were fully vested on the date of issuance. The Company issued 1,500,000 warrants to another consultant for Companys stock at $0.10 per share for services rendered for the past eighteen months. These warrants fully vested on the date of issuance. During the first quarter of 2016, the Company issued a Note Payable to an individual in the amount of $134,000 at an interest rate of eight percent (8%) for the amount the individual wired into the Company account. The Company did forward the same funds to a third party company for a promissory note for the same amount at eight percent (8%). The funds are intended for the use of the third party company. The Company intends to be a majority owner of this third party company in the future by issuing licensing agreements for the use of its technology. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its interest in Green EnviroTech CA1, LLC, a joint venture which had no operations for the year. Intercompany balances and transactions were eliminated between the Company and the joint venture. The Company owns 99% of the Joint Venture. There is no specific operational use for the Joint Venture at present. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company does not have any cash equivalents as of December 31, 2014 and 2013, respectively. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. The Company through December 31, 2013, incurred some engineering and design costs on a facility they were planning to build or purchase to refurbish. All of these costs were written off at December 31, 2014 as impairment. |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company reviews long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Companys ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (ASC) 740, Income Taxes A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is more likely than not that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. As of January 1, 2016, we have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and California as our major tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2009 through 2015 California Franchise Tax Returns. However, we have certain tax attribute carry forwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. |
(Loss) Per Share of Common Stock | (Loss) Per Share of Common Stock The company follows ASC 260, Earnings per Share |
Intangible Assets | Intangible Assets ASC 350 requires that intangible assets with finite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The Companys assessment for impairment of assets involves estimating the undiscounted cash flows expected to result from use of the asset and its eventual disposition. An impairment loss recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, and considers year-end the date for its annual impairment testing, unless information during the year becomes available that requires an earlier evaluation of impairment testing. The Company during the year ended December 31, 2014 incurred impairment charges in the amount of $33,333 when it wrote off the engineering costs in the amount of $30,833 which were associated with the building permits for a plant to be built in San Francisco. The building permits would expire before funding of the plant could be consummated. The Company also wrote down a Sniff Machine used for detecting vapors and odors to fair market value. The write down was for $2,500. During the year ended December 31, 2013 incurred impairment charges in the amount of $443,000 which consisted of disposing of damaged equipment with no potential production value to the Company when it did have value in the past. The equipment had been carried on the books for over two years at a value of $125,000. The other deduction was the write off of $318,000 paid into or incurred on behalf of Petrosonics, LLC in the anticipation of forming a joint venture together. The Company entered into a joint venture agreement with Petrosonics, LLC. Pursuant to the Joint Venture Agreement, the parties agreed to the formation of an Irish registered company for the purpose of researching, development, manufacture and commercialization of oil-industry corroborated processes that remove sulfur from crude oil and refined fuels on a worldwide basis. The joint venture did not go forward. |
Stock-Based Awards | Stock-Based Awards ASC 718 Compensation Stock Compensation The company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity Based Payments to Non-Employees. The Company measures the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and recognizes it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company estimates the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Companys statement of operations. The forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the fiscal periods ended December 31, 2014 and 2013, the Companys estimated forfeiture rate is 0% based on the Companys historical experience. There were 0 stock options granted to employees during the years ended December 31, 2014 and 2013. During the fiscal periods ended December 31, 2014 and 2013, the Company granted common stock warrants to investors, lenders and certain officers as discussed in Note 3. The fair value of stock warrants issued in conjunction with the issuance of common stock is recorded against common stock as stock issuance cost. The fair value of stock warrants issued in conjunction with notes payable is recognized as a discount on the related debt and amortized to interest expense over the term to maturity. The fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton pricing model. The Black-Scholes-Merton model requires subjective assumptions regarding future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the common stock of comparable publicly traded companies. In making this determination and finding another similar company, the Company considered the industry, stage of life cycle, size and financial leverage of such other entities. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods. |
Fair Value Measurements | Fair Value Measurements The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: ● Level 1 inputs: Quoted prices for identical instruments in active markets. ● Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 inputs: Instruments with primarily unobservable value drivers. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards There were updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Companys financial position, results of operations or cash flows. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Assumptions Used to Value Warrants | The key inputs in determining grant date fair value are as follows: Period Ended December 31, 2014 Risk-free interest rate 1.25 % Dividend yield 0.00 % Expected volatility 110.24 % Expected term (in years) 5.0 Weighted average grant date fair value of warrants granted during the period $ 0.10 |
Schedule of Warrants | The following table presents the warrant activity during 2013 and 2014: Weighted Average Warrants Exercise Price Outstanding - December 31, 2012 19,519 $ 5.64 Granted - - Forfeited/canceled - - Exercised - - Outstanding - December 31, 2013 19,519 $ 5.64 Granted-Oct 10, 2014 650,000 $ 0.10 Forfeited/canceled - - Exercised-Feb 19, 2014 (15,000 ) ($ 1.00 ) Outstanding - December 31, 2014 654,519 $ 0.24 Exercisable as of December 31, 2014 394,519 $ 0.34 |
Loan Payable - Related Party (T
Loan Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Schedule of Loan Payable - Related Party | A reconciliation of the loan is as follows: December 31, 2014 December 31, 2013 Beginning Balance $ 12,287 $ 44,187 Proceeds - 7,000 Payments on accounts payable - 2,000 Repayments - (30,700 ) Repayment by HE Capital - (4,700 ) Stock Conversion (12,287 ) (5,500 ) Ending Balance $ - $ 12,287 |
Loan Payable - Other (Tables)
Loan Payable - Other (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Schedule of H E Capital Loans Activity | History of the H. E. Capital loans is as follows: December 31, 2014 December 31, 2013 Beginning Balance $ 616,772 $ 663,250 Proceeds 170,700 464,400 Vendors paid direct on behalf of the Company 19,510 - Reclassification from accounts payable 53,000 - Consulting fees 60,000 136,172 Joint Venture Investment paid direct - 125,000 Repayment to related party - 4,700 Allocation Green Power Energy - (100,000 ) Assignments (445,000 ) - Non-cash conversion (347,500 ) (676,750 ) Ending Balance $ 127,482 $ 616,772 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Net Deferred Tax Assets consisted of the following components as of December 31, 2014 and 2013: 2014 2013 Deferred Tax Assets: NOL Carryover Tax Advantage $ 3,394,400 $ 3,566,500 Valuation allowance (3,394,400 ) (3,566,500 ) $ - $ - |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | May. 27, 2013 | |
Percetnage of joint venture owned | 99.00% | 51.00% | |
Impairment charges | $ 33,333 | $ 443,000 | |
Impairment charges wrote off | 30,833 | ||
Book value of equipment | $ 125,000 | ||
Estimated forfeiture rate | 0.00% | 0.00% | |
Number of stock option granted | 0 | 0 | |
Petrosonics, LLC [Member] | |||
Impairment charges | $ 318,000 | ||
Sniff Machine [Member] | |||
Impairment charges | $ 2,500 |
Stockholders_ Equity (Deficit23
Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | Mar. 27, 2013 | Feb. 02, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||
Common stock, par value per share | $ 0.001 | $ 0.001 | ||
Common stock, shares outstanding | 17,503,432 | 5,904,688 | ||
Reverse stock split | 1 for 100 | 100-for-1 | ||
Unrecognized compensation expense | $ 0 | $ 0 | ||
Number of warrants issued for settlement payables to related party | 100,000 | 130,000 | ||
Warrants exercise per share | $ 0.10 | $ 0.10 | ||
Number of warrants issued for settlement payables to related party value | $ 2,998 | $ 59,011 | ||
Notes maturity date | Sep. 24, 2012 | |||
Warrants issued for common stock | 1,000 | 650,000 | ||
Shares issued price per share | $ 10 | |||
Weighted average remaining life of outstanding common stock warrants | 4 years 9 months | 9 months 22 days | ||
Aggregate intrinsic value of the outstanding common stock warrants | $ 0 | $ 0 | ||
Stock issued for services, shares | 680,000 | 1,047,864 | ||
Stock issued for services | $ 252,495 | $ 1,221,360 | ||
Stock issued for related party, shares | 1,910,000 | 42,000 | ||
Stock issued for related party | $ 635,860 | $ 69,960 | ||
Stock issued for conversion of notes payable, shares | 6,299,016 | 1,606,251 | ||
Stock issued for conversion of notes payable, principal | $ 967,254 | $ 682,250 | ||
Stock issued for conversion of notes payable, interest | $ 967,254 | $ 119,324 | ||
Stock issued during period for settlement of accounts payable, shares | 1,773,620 | 151,757 | ||
Stock issued during the period for settlement of accounts payable | $ 417,482 | $ 73,468 | ||
Operating income loss | $ 96,643 | |||
Number of shares issued for cash | 63,000 | |||
Value of shares issued for cash | $ 63,000 | |||
Common shares issued as sweeteners for debt, shares | 100,000 | 60,000 | ||
Common shares issued as sweeteners for debt | $ 13,000 | |||
Common shares issued for fractional shares resulting from 1 for 100 reverse stock split effective March 27, 2013 | 33 | |||
Loss on debt conversion | $ 1,171,121 | $ 2,360,727 | ||
Common shares issued for conversion of warrant, shares | 15,000 | |||
Common shares issued for conversion of warrant | $ 15,000 | |||
Chief Executive Officer [Member] | ||||
Stock issued for conversion of notes payable, shares | 42,871 | |||
Stock issued for conversion of notes payable, principal | $ 12,287 | |||
Stock issued for conversion of notes payable, interest | $ 30,584 | |||
Conversion of accrued salary to common shares, shares | 821,108 | |||
Conversion of accrued salary to common shares | $ 821,108 | |||
President [Member] | ||||
Conversion of accrued salary to common shares, shares | 216,198 | |||
Conversion of accrued salary to common shares | $ 216,198 | |||
Employee[Member] | ||||
Conversion of accrued salary to common shares, shares | 260,000 | |||
Conversion of accrued salary to common shares | $ 82,200 |
Stockholders_ Equity (Deficit24
Stockholders’ Equity (Deficit) - Schedule of Assumptions Used to Value Warrants (Details) | 12 Months Ended |
Dec. 31, 2014$ / shares | |
Stockholders' Equity Note [Abstract] | |
Risk-free interest rate | 1.25% |
Dividend yield | 0.00% |
Expected volatility | 11024.50% |
Expected term (in years) | 5 years |
Weighted average grant date fair value of warrants granted during the period | $ 0.10 |
Stockholders_ Equity (Deficit25
Stockholders’ Equity (Deficit) - Schedule of Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ||
Warrants Outstanding, beginning balance | 19,519 | 19,519 |
Warrants, Granted | 650,000 | |
Warrants, Forfeited/canceled | ||
Warrants, Exercised | (15,000) | |
Warrants Outstanding, ending balance | 654,519 | 19,519 |
Warrants, Exercisable | 394,519 | |
Weighted Average Exercise Price Outstanding, beginning balance | $ 5.64 | $ 5.64 |
Weighted Average Exercise Price, Granted | $ 0.10 | |
Weighted Average Exercise Price, Forfeited/canceled | ||
Weighted Average Exercise Price, Exercised | $ (1) | |
Weighted Average Exercise Price Outstanding, ending balance | 0.24 | $ 5.64 |
Weighted Average Exercise Price Outstanding, Exercisable | $ 0.34 |
Loan Payable - Related Party (D
Loan Payable - Related Party (Details Narrative) - USD ($) | Apr. 16, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 27, 2013 |
Related Party Transaction [Line Items] | ||||
Accrued interest | $ 50,473 | |||
Shares conversion price per share | $ 10 | |||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Amount of line of credit | $ 1,000,000 | |||
Interest rate | 4.00% | |||
Loan payable, expiration date | Dec. 31, 2014 | |||
Loan payable | $ 12,287 | |||
Accrued interest | $ 30,584 | |||
Chief Executive Officer [Member] | Restricted Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of common stock shares issued for satisfied of accrued salary | 42,871 | |||
Shares conversion price per share | $ 1 |
Loan Payable - Related Party -
Loan Payable - Related Party - Schedule of Loan Payable - Related Party (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
Beginning Balance | $ 12,287 | $ 44,187 |
Proceeds | 7,000 | |
Payments on accounts payable | 2,000 | |
Repayments | (30,700) | |
Repayment by HE Capital | (4,700) | |
Stock Conversion | $ (12,287) | (5,500) |
Ending Balance | $ 12,287 |
Loan Payable - Other (Details N
Loan Payable - Other (Details Narrative) - USD ($) | Feb. 14, 2014 | Nov. 15, 2012 | Apr. 13, 2011 | Oct. 10, 2010 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 02, 2013 | Mar. 19, 2013 | Feb. 25, 2010 |
Short-term Debt [Line Items] | ||||||||||
Accrued interest | $ 50,473 | |||||||||
H. E. Capital S.A [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion of notes payable and liabilities to common stock | $ 25,706 | |||||||||
Conversion of notes payable and liabilities to common stock, shares | 125,000 | |||||||||
Promissory Note On Individual One [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Accrued interest | $ 4,057 | $ 4,057 | 4,957 | |||||||
Loans accrued interest rate | 8.00% | 10.00% | ||||||||
Debt extended due date | Nov. 15, 2016 | |||||||||
Debt face amount | $ 170,000 | 7,500 | 7,500 | 7,500 | $ 20,000 | |||||
Change in interest rate | 12.00% | |||||||||
Repayments | $ 2,500 | $ 10,000 | ||||||||
Promissory Note On Individual Two [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Accrued interest | 28,914 | 28,914 | 15,314 | |||||||
Debt face amount | 170,000 | 170,000 | 170,000 | |||||||
Promissory Note On Individual Three [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Accrued interest | 19,356 | 19,356 | 4,356 | |||||||
Loans accrued interest rate | 8.00% | |||||||||
Debt face amount | 150,000 | 150,000 | 150,000 | $ 150,000 | ||||||
Promissory Note On Individual Four [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion of notes payable and liabilities to common stock | $ 246,672 | |||||||||
Accrued interest | 3,454 | |||||||||
Conversion of notes payable and liabilities to common stock, shares | 685,200 | |||||||||
Loans accrued interest rate | 8.00% | |||||||||
Debt face amount | 171,300 | $ 171,300 | ||||||||
Promissory Note On Individual Five [Member] | H. E. Capital S.A [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion of notes payable and liabilities to common stock | $ 30,000 | |||||||||
Conversion of notes payable and liabilities to common stock, shares | 25,000 | |||||||||
Shares issued for disputed obligation | 150,000 | |||||||||
Promissory Note On Individual Five [Member] | Vendor [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Shares issued for disputed obligation | 150,000 | |||||||||
H. E. Capital S.A [Member] | Unsecured Loans [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Conversion of notes payable and liabilities to common stock | 682,250 | |||||||||
Accrued interest | $ 85,031 | $ 85,031 | $ 119,324 | |||||||
Conversion of notes payable and liabilities to common stock, shares | 1,592,148 | |||||||||
Loss on debt conversion | $ 2,360,727 | |||||||||
Loans accrued interest rate | 8.00% | 8.00% | ||||||||
Debt extended due date | Dec. 31, 2016 | |||||||||
Loans payable | $ 127,482 | $ 127,482 | $ 85,031 |
Loan Payable - Other - Schedule
Loan Payable - Other - Schedule of H E Capital Loans (Details) - USD ($) | May. 27, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Joint Venture Investment paid direct | $ 318,000 | ||
Non-cash conversions | $ (12,287) | $ (5,500) | |
H. E. Capital S.A [Member] | |||
Beginning Balance | 616,772 | 663,250 | |
Proceeds | 170,700 | $ 464,400 | |
Vendors paid direct on behalf of the Company | 19,510 | ||
Reclassification from accounts payable | 53,000 | ||
Consulting fees | $ 60,000 | $ 136,172 | |
Joint Venture Investment paid direct | 125,000 | ||
Repayment to related party | 4,700 | ||
Allocation Green Power Energy | $ (100,000) | ||
Assignments | $ (445,000) | ||
Non-cash conversions | (347,500) | $ (676,750) | |
Ending Balance | $ 127,482 | $ 616,772 |
Secured Debentures (Details Nar
Secured Debentures (Details Narrative) - USD ($) | Mar. 27, 2013 | Feb. 02, 2012 | Jan. 24, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 02, 2014 | May. 05, 2014 |
Gross proceeds from subsequent financings | $ 90,000 | ||||||
Reverse stock split | 1 for 100 | 100-for-1 | |||||
Secured debentures payable | $ 395,000 | $ 305,000 | |||||
Investor One [Member] | |||||||
Amount of debt | $ 190,000 | ||||||
Interest rate | 40.00% | ||||||
Number of warrants issued | 1,900 | ||||||
Exercise price of warrants | $ 40 | ||||||
Reverse stock split | 1 for 100 | ||||||
Secured Debenture Holders [Member] | |||||||
Interest rate | 12.00% | ||||||
Number of warrants issued | 1,000 | 100,000 | |||||
Warrant term | 5 years | ||||||
Exercise price of warrants | $ 10 | $ 0.10 | |||||
Reverse stock split | 1 for 100 | ||||||
Common shares issued for debt extensions, shares | 10,001 | ||||||
Common shares issued for debt extensions | $ 30,000 | ||||||
Value of warrants issued to investors | $ 2,998 | ||||||
Secured debentures payable | 305,000 | $ 305,000 | |||||
Interest expense | $ 37,108 | $ 162,902 | |||||
Securities Purchase Agreements [Member] | |||||||
Amount of debt | $ 380,000 | ||||||
Interest rate | 12.00% | ||||||
Commission paid | $ 45,600 | ||||||
Number of warrants issued | 190 | 19,000 | |||||
Warrant term | 5 years | ||||||
Exercise price of warrants | $ 0.40 | $ 0.40 | |||||
Gross proceeds from subsequent financings | $ 1,000,000 | ||||||
Reverse stock split | 1 for 100 | ||||||
Securities Purchase Agreements [Member] | Debentures [Member] | |||||||
Interest rate | 12.00% | ||||||
Note Outstanding One [Member] | |||||||
Interest rate | 8.00% | ||||||
Note payable | $ 50,000 | ||||||
Note Outstanding Two [Member] | |||||||
Interest rate | 8.00% | ||||||
Note payable | $ 23,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry-forwards | $ 9,984,000 |
Inocme tax expiration year | 2,033 |
Provision for Income Taxes - Pr
Provision for Income Taxes - Provision for Income Taxes (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
NOL Carryover Tax Advantage | $ 3,394,400 | $ 3,566,500 |
Valuation allowance | $ (3,394,400) | $ (3,566,500) |
Net deferred tax assets |
Commitments (Details)
Commitments (Details) | Jun. 02, 2013USD ($)ft²shares | Dec. 31, 2013USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||
Fee owed from Black Lion under joint venture agreement | $ 100,000 | |
Royalty percentage owed from Black Lion under joint venture agreement | 10.00% | |
Office space | ft² | 3,300 | |
The monthly lease payment owed for office space in year one | $ 3,300 | |
The monthly lease payment owed for office space in year two | 3,738 | |
The monthly lease payment owed for office space in year three | $ 3,841 | |
Common shares issued to settle lease obligation, shares | shares | 1,233,031 | |
Common shares issued to settle lease obligation | $ 49,321 |
Joint Venture Agreement with 34
Joint Venture Agreement with Petrosonics, LLC. and Its Termination (Details) - USD ($) | May. 27, 2013 | Dec. 31, 2014 |
Equity Method Investments and Joint Ventures [Abstract] | ||
The total amount the company agreed to contribute to the joint venture before agreement was terminated | $ 14,000,000 | |
The total amount the company agreed to contribute within 30 days of execution of the Joint Venture Agreement | 2,000,000 | |
The total amount the company agreed to contribute within 180 days of executionof the Joint Venture Agreement | $ 12,000,000 | |
Ownership interest in joint venture | 51.00% | 99.00% |
Effective date of termination of joint venture | Sep. 3, 2013 | |
Capital contributed to joint venture before termination | $ 318,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 01, 2015 | May. 18, 2015 | May. 13, 2015 | Jan. 02, 2015 | Jan. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 02, 2012 |
Subsequent Event [Line Items] | |||||||||||
Proceeds from note payable | $ 170,700 | $ 464,400 | |||||||||
Warrants exercise per share | $ 0.10 | $ 0.10 | |||||||||
Stock issued during period for settlement of accounts payable, shares | 1,773,620 | 151,757 | |||||||||
Stock issued for services, shares | 680,000 | 1,047,864 | |||||||||
Notes payable converted into common stock | 6,299,016 | 1,606,251 | |||||||||
Amount on notes payable converted into common stock | $ 967,254 | $ 801,574 | |||||||||
Stock issued for conversion of notes payable, principal | $ 967,254 | $ 682,250 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes payable converted into common stock | 42,871 | ||||||||||
Stock issued for conversion of notes payable, principal | $ 12,287 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares vesting during the period | 175,034 | 1,500,000 | |||||||||
Warrants exercise per share | $ 0.10 | ||||||||||
Warrants vesting percentage | 8.00% | 100.00% | |||||||||
Stock issued during period for settlement of accounts payable, shares | 65,294 | ||||||||||
Stock issued during period for settlement of accounts payable, value | $ 11,100 | ||||||||||
Number of warrants issued for professional services | 875,170 | 1,500,000 | |||||||||
Promissory note | $ 120,000 | $ 134,000 | |||||||||
Notes payable converted into common stock | 1,500,000 | 1,500,000 | |||||||||
Debt conversion price per share | $ 0.10 | ||||||||||
Number of shares delivered to plainiff per month for six month period | 25,000 | ||||||||||
Settlement amount | $ 42,111 | ||||||||||
Stock issued for conversion of notes payable, principal | $ 45,000 | ||||||||||
Debt interest rate | 8.00% | ||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock issued during period for settlement of accounts payable, shares | 1,233,031 | ||||||||||
Stock issued during period for settlement of accounts payable, value | $ 98,643 | ||||||||||
Notes payable converted into common stock | 3,625,000 | ||||||||||
Debt conversion price per share | $ 0.04 | ||||||||||
Stock issued for conversion of notes payable, principal | $ 145,000 | ||||||||||
Subsequent Event [Member] | Consultants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes payable converted into common stock | 1,500,000 | ||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | EraStar [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock issued for services, shares | 350,000 | ||||||||||
Number of common stock shares issued for full consideration of contractual obligations | 370,000 | ||||||||||
Subsequent Event [Member] | Debt Settlement Agreement [Member] | Valuecorp Trading Company [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Notes payable converted into common stock | 833,333 | ||||||||||
Debt conversion price per share | $ 0.03 | ||||||||||
Amount on notes payable converted into common stock | $ 25,000 | ||||||||||
Subsequent Event [Member] | Cenco Leasing Company, Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Proceeds from note payable | $ 90,000 | ||||||||||
License fee | $ 25,000 | ||||||||||
Subsequent Event [Member] | EraStar [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Promissory note | 20,000 | ||||||||||
Debt converted into free trading shares value | $ 20,000 | ||||||||||
Subsequent Event [Member] | State Catagory One [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of royalties rate | 3.00% | ||||||||||
Subsequent Event [Member] | State Catagory Two [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of royalties rate | 5.50% |