Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GREEN ENVIROTECH HOLDINGS CORP. | |
Entity Central Index Key | 1,428,765 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 32,073,637 | |
Trading Symbol | GETH | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 9,538 | $ 94,664 |
Deposits | 37,500 | 38,012 |
Prepaid expenses | 5,812 | 177,169 |
Other current assets | 2,284 | 2,284 |
Total current assets | 55,134 | 312,129 |
OTHER ASSETS | ||
Construction in progress | 1,034,201 | 722,915 |
Total other assets | 1,034,201 | 722,915 |
TOTAL ASSETS | 1,089,335 | 1,035,044 |
CURRENT LIABILITIES | ||
Accounts payable | 930,781 | 630,719 |
Accrued expenses | 353,610 | 382,715 |
Stock payable | 360,000 | |
Secured debentures payable | 305,000 | 305,000 |
Loan payable-related party-convertible | 1,624,741 | 1,433,937 |
Loan payable-other-convertible | 401,920 | 149,295 |
Loan payable-other-non-convertible | 170,000 | 170,000 |
Total current liabilities | 4,146,052 | 3,071,666 |
TOTAL LIABILITIES | 4,146,052 | 3,071,666 |
STOCKHOLDERS' 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, 30,292,597 and 28,517,597 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 30,293 | 28,518 |
Additional paid in capital | 20,742,793 | 20,799,102 |
Accumulated deficit | (23,829,803) | (22,818,208) |
Total GreenEnvirotech Holdings Corp. Stockholders' deficit | (3,056,717) | (1,990,588) |
Noncontrolling interest | (46,034) | |
Total stockholders' deficit | (3,056,717) | (2,036,622) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,089,335 | $ 1,035,044 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 30,292,597 | 28,517,597 |
Common stock, shares outstanding | 30,292,597 | 28,517,597 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING EXPENSES | ||||
Wages and professional fees | $ 240,655 | $ 136,500 | $ 657,831 | $ 290,296 |
General and administrative | 74,063 | 18,934 | 226,184 | 39,003 |
Total operating expenses | 314,718 | 155,434 | 884,015 | 329,299 |
Loss from operating expenses | 314,718 | 155,434 | 884,015 | 329,299 |
OTHER EXPENSE | ||||
Interest expense | (99,924) | (23,848) | (187,674) | (46,309) |
Total other expenses | (99,924) | (23,848) | (187,674) | (46,309) |
NET LOSS | (414,642) | (179,282) | (1,071,689) | (375,608) |
Loss attributable to noncontrolling interest | (9,396) | (60,094) | ||
Loss attributable to controlling interest | $ (405,246) | $ (179,282) | $ (1,011,595) | $ (375,608) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 30,036,828 | 23,926,757 | 29,317,321 | 23,926,757 |
NET LOSS PER COMMON SHARE-BASIC AND DILUTED: | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,071,689) | $ (375,608) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 83,750 | |
Amortization of debt discount | 66,779 | |
Debt increase as a result of a consulting agreement | 30,000 | |
Warrants issued for services | 162,544 | 51,156 |
Change in assets and liabilities | ||
Decrease in deposits and other current assets | 171,869 | |
Increase in accounts payable and accrued expenses | 59,671 | 154,286 |
Net cash used in operating activities | (527,076) | (140,166) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds received from convertible loan payable - other | 252,150 | 374,500 |
Debt transferred out due to assignment | (134,000) | |
Principal payments on convertible debt - related party | (45,200) | (53,500) |
Loan payable-related party-convertible notes | 235,000 | |
Net cash provided by financing activities | 441,950 | 187,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (85,126) | 46,834 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 94,664 | 8,076 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 9,538 | 54,910 |
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest | 50,000 | |
Income Taxes | ||
NON-CASH SUPPLEMENTAL INFORMATION: | ||
Debt discount from convertible loan payable- related party | 35,300 | |
Accrued liability settled by note payment | 25,000 | |
Conversion of loans payable for common stock | 30,000 | |
Conversion of accrued interest for common stock | 100,000 | |
Acquisition of minority interest in Smart Fuel | 360,000 | |
Additions to construction in progress in accounts payable | 311,286 | |
Debt discount from loan payable other convertible - legal fees | $ 2,850 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 1 Basis of Presentation and Significant Accounting Policies: The unaudited interim consolidated financial statements include the accounts of our Company and our subsidiary, Smart Fuel Solutions, Inc. On September 28, 2016, the Company acquired a controlling interest in Smart Fuel Solutions, Inc., (Smart Fuel) a Florida Corporation, established and staffed as a service company. Smart Fuel will undertake and/or assist with the operational responsibilities of the Company. Smart Fuel is a private company, majority owned by us. Our management will continue to focus on business development as its major priority. We will utilize Smart Fuel’s abilities to assist us with management, engineering and development of proposed plant projects and promotion of the Company. The ownership interest in Smart Fuel, held by third parties, are presented in the consolidated balance sheet within the equity section as a line item identified as “non-controlling interest”, separate from the parent's equity. Effective June 30, 2017, we acquired the remaining minority interest in Smart Fuel and integrated its operations into the Company. Chris Bowers, our new CEO, was also, the CEO of Smart Fuel. Further comments are detailed in Note 3. All significant inter-company balances and transactions including the non-controlling interest have been eliminated in the consolidation for the six months ended June 30, 2017. There was not a strategic shift nor was there any discontinued operations from the integration. The unaudited interim consolidated financial statements also include our new wholly owned subsidiary, GETH CFP, Inc. (CFP). CFP is a Delaware Corporation formed on February 9, 2017 for the purpose of handling and upgrading both third party carbon black and the carbon black produced by our GEN 1 End of Life Tire Processing Plants. We acquired a Carbon Black Finishing System last year for installation in our Centralized Carbon Black Finishing Plant located in Ohio. The equipment is being relocated and installed with the assistance of GETH’s strategic partners, under a master services agreement that covers all of the GETH plants. The Ohio site is being provided by the Lawrence County Economic Development Corporation as part of its mission to bring jobs back to that part of Ohio. The unaudited interim consolidated financial statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2016 and 2015 audited financial statements included in Form 10-K and should be read in conjunction with the notes to the financial statements which appear in that report. The preparation of these unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. In the opinion of management, the information furnished in these unaudited interim consolidated financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and six months ended June 30, 2017 and 2016. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Critical Accounting Policies: In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern These unaudited interim consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. For the six months ended June 30, 2017, we had a net loss. We also have a working capital deficit. We have accumulated a deficit. These factors raise substantial doubt about our ability to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from a future uncertainty. The Company plans to continue fund itself through the generation of revenues, by converting debt into equity and by raising capital through loans and new equity. |
Acquisition of Minority Interes
Acquisition of Minority Interest of Smart Fuel Solutions, Inc. | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Minority Interest of Smart Fuel Solutions, Inc. | Note 3 Acquisition of Minority Interest of Smart Fuel Solutions, Inc. Effective June 30, 2017, we merged Smart Fuel into the Company by acquiring the remaining 17.5% minority interest consisting of 3,600,000 shares in exchange for a similar number of the Company’s common shares. The 3,600,000 minority shares were valued at $360,000 based on the Company’s closing price on June 30, 2017 of $0.10 and was accounted as an equity transaction in accordance with ASC 810-10-45 and consequently, no gain or loss was recognized in the consolidated statements of operations. The difference in the fair value of the consideration and the carrying amount of the noncontrolling interest of $466,128 was charged to additional paid in capital. Since the shares have not been issued as of June 30, 2017, the valued amount of $360,000 is carried on the consolidated balance sheet as stock payable. The shares will be issued during the third quarter. |
Construction in Progress
Construction in Progress | 6 Months Ended |
Jun. 30, 2017 | |
Construction In Progress | |
Construction in Progress | Note 4 Construction in Progress During the six months ended June 30, 2017, we added $771,221 in construction in progress when we started development of our Ohio carbon finishing plant. Of the $771,221, there was $459,935 in carbon equipment that was moved to construction in progress due to the carbon equipment being refurbished for use in the plant. We have incurred to date $311,286 in engineering and design work in relation to our pyrolysis plant to be located in Texas. This brings the total construction in progress to $1,034,201 as of June 30, 2017. |
Loan Payable - Related Party an
Loan Payable - Related Party and Convertible | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Loan Payable - Related Party and Convertible | Note 5 Loan Payable – Related Party and Convertible On March 3, 2017, we approved a new working capital line of credit (LOC) loan with our CEO, Chris Bowers in the amount up to $150,000 at 8% due December 31, 2017. The note has conversion rights into our common shares at $0.10 per share. On March 8, 2017, we received $100,000 of this loan. To date the remaining balance of $50,000 has not been received. For the six months ended June 30, 2017, this note had accrued interest in the amount of $2,521. The Company evaluated this convertible LOC for a beneficial conversion feature (BCF) and concluded that the LOC incurred a BCF when it was issued on March 3, 2017. The BCF resulted in a debt discount in the amount of $35,300 of which $13,504 was amortized to interest expense for the six months ended June 30, 2017 leaving a balance of $21,796 to be amortized over the remaining term of the LOC. On August 15, 2016, we accepted an LOC in the amount of $500,000 from our CEO, Chris Bowers. On November 14, 2016, we accepted a second LOC in the amount of $500,000 from our CEO. As of the June 30, 2017, these two LOCs had an outstanding balance in the amount of $1,000,000 with $10,000 in accrued interest. These LOCs accrue interest at the rate of 1% per month and are due on December 31, 2017. The funds were used for working capital in the Company. The first LOC has two Addendums attached to it. Addendum A clarifies debt conversion rights attached to the LOC at $0.20 per share of common stock. Addendum B clarifies other rights attached to the LOC. The Company received $100,000 on January 31, 2017 which represented the balance of the second LOC. There was no BCF on the balance of the second LOC. The other rights, referred to above, are numbered below. (The second LOC has the same rights as that of the first LOC). These certain other rights in Addendum B provide for the following: 1. LOC has Repayment rights: The LOC has priority principal and interest repayment rights from other sources of capital received by the Company. 2. LOC has Warrant rights: Bowers has the right to receive 500,000 (five hundred thousand) $0.10 warrants for providing the LOC and 250,000 (two hundred fifty thousand) $0.10 warrants per $100,000 drawn against the $500,000 LOC. This would be a total of 1,750,000 $0.10 warrants to be issued to Bowers and/or Assigns for providing the funding and the Company using all $500,000 LOC. These warrants will be accounted for once the term of the warrants is known. 3. LOC has Additional Stock Conversion rights: At any time while the LOC is outstanding, Bowers has the right to convert per $100,000 of the LOC for 500,000 shares of duly paid and non-assessable common stock of the Company at a conversion price of $0.20 per share (subject to adjustment in the event of stock splits or stock dividends) by providing a notice of conversion in a form reasonably acceptable to the Company. The full conversion of the LOC would be 2,500,000 shares of the Company common stock. The Company evaluated these convertible LOCs for BCF and concluded that the second LOC incurred a BCF when it was issued on November 14, 2016. The BCF resulted in a debt discount in the amount of $105,600 of which $8,800 was amortized for the year ended December 31, 2016. $52,800 has been amortized to interest expense for the six months ended June 30, 2017 leaving a balance of $44,000 to be amortized over the remaining term of the LOC. On February 1, 2016, we issued an 8%, $134,000 Note Payable to our CEO, Chris Bowers for funds received. These funds were issued to Smart Fuel for a promissory note for the same amount at eight percent (8%). The funds were intended for the working capital needs of Smart Fuel. On September 28, 2016, we acquired a controlling interest in SFS and consequently assumed the note. The note is convertible at $0.50 per share and matures on December 31, 2017. As of June 30, 2017, the accrued interest on this note was $9,920. We have an unsecured line of credit with H. E. Capital, S. A., a related party. The line of credit accrues interest at the rate of 8% per annum. The due date of the line of credit has been extended to December 31, 2017. Balance of the line of credit at June 30, 2017 was $456,537 with accrued interest in the amount of $43,286. We previously had an agreement with H.E. Capital wherein we paid $5,000 monthly for financial services. As of December 31, 2016, this agreement is no longer in effect. H. E. Capital’s activity for the six months ended June 30, 2017, included advances of $35,000 to the Company and payments on the line of $45,200. H. E. Capital also converted $30,000 of the line of credit and $100,000 in accrued interest into 1,300,000 shares of our common stock on April 3, 2017 at a $0.10 conversion rate. A schedule of the H. E. Capital loan activity with us for the six months ended June 30, 2017 and for the year ended December 31, 2016 is as follows: H. E. Capital S.A. transactions for 2017 June 30, 2017 December 31, 2016 Beginning Balance $ 496,737 $ 241,582 Proceeds 35,000 352,000 Reclassification from accounts payable & accruals - 76,060 Consulting fees - 60,000 Assignments - (190,000 ) Non-cash conversions to stock (30,000 ) (42,905 ) Cash paid to H. E. Capital (45,200 ) - Ending Balance $ 456,537 $ 496,737 |
Secured Debentures
Secured Debentures | 6 Months Ended |
Jun. 30, 2017 | |
Secured Debt [Abstract] | |
Secured Debentures | Note 6 Secured Debentures On January 24, 2011, we entered into a series of securities purchase agreements with accredited investors pursuant to which we sold an aggregate of $380,000 in 12% secured debentures. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between us and the investors. As of June 30, 2017 these secured debentures have an outstanding balance of $305,000 and accrued interest in the amount of $255,622. These debentures are in default and the Company is in negotiations with the holders for extensions. |
Loan Payable - Other and Conver
Loan Payable - Other and Convertible | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other and Convertible | Note 7 Loan Payable – Other and Convertible On May 16, 2016, we approved H.E. Capital S.A.’s (HEC) request to assign to a private company $200,000 of its Line of Credit Note. We approved the request and reduced HEC’s Line of Credit Note for that amount and recorded a new note which matures on December 31, 2017. On July 19, 2016, the private company converted $100,000 of its note into 1,000,000 common shares of the Company’s stock. As of June 30, 2017, the note balance is $100,000 with accrued interest in the amount of $10,389. On July 1, 2016, we issued a note to a private individual in the amount of $49,295. This new note has $0.50 conversion rights attached to it, accrues interest at 8% and matures on December 31, 2017. As of June 30, 2017, this note had accrued interest in the amount of $3,944. On April 12, 2017, we received working capital funds in the amount of $100,000 from a private company. The note has an interest rate of 8% and is due on April 11, 2018. The note is convertible to common stock three months after the issuance date of the note. The note has a variable conversion price feature per the agreement, in which, if the stock price is below $0.20 per share at conversion, the lender can convert at a 15% discount on stock price. As of June 30, 2017, the note had accrued interest in the amount of $1,753. This note was converted subsequent to the financial statement date into 1,481,040 common shares on July 21, 2017. See the note on subsequent events. On May 5, 2017, we received working capital funds in the amount of $77,500 from Auctus Fund LLC. The note has an interest rate of 10% and is due February 5, 2018. The note has prepayment conditions. The note can be prepaid any time during the period beginning on the issue date and ending on the date which is ninety (90) days following the issue date at 125% of the unpaid principal balance including interest. The note can be prepaid at any time during the period beginning the day which is ninety- one (91) days following the issue date and ending on the date which is one hundred eighty (180) days following the issue date at 135% of the unpaid principal balance plus interest. After the expiration of one hundred eighty (180) days following the date of the note, the Company shall have no right of prepayment. The note has a variable conversion price feature per the agreement. The conversion feature starts on August 5, 2017. The conversion price shall equal the lesser of (i) the average of the two (2) lowest trading prices during the previous twenty-five (25) trading day period ending on the latest complete trading day prior to the date of this note and (ii) the variable conversion price. The variable conversion price shall mean 55% multiplied by the market price, representing a discount rate of 45%. Market price means the average of the two (2) lowest trading prices for the common stock during the twenty-five (25) trading day period ending on the latest complete trading day prior to the conversion date. As of June 30, 2017, the note had accrued interest in the amount of $1,205. On May 16, 2017, we received working capital funds in the amount of $74,650 from EMA Financial LLC. The note is in the amount of $77,500 with an original issue discount (OID) in the amount of $2,850, has an interest rate of 10% and is due May 1, 2018. The note has prepayment conditions. The note can be prepaid any time during the period beginning on the issue date and ending on the date which is six months following the issue date. If paid within 90 days from the issue date, the payment is at 125% of the unpaid principal balance including interest. If the note is prepaid at any time during the period beginning the day which is ninety- one (91) days following the issue date and ending on the date which is one hundred eighty (180) days following the issue date, the payment is at 135% of the unpaid principal balance plus interest. After the expiration of one hundred eighty (180) days following the date of the note, the Company shall have no right of prepayment. The note has a variable conversion price feature per the agreement. The conversion feature starts on August 1, 2017. The conversion price hereunder shall equal the lower of: (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 55% of either the lowest sale price for the common stock on the principal market during the twenty-five (25) consecutive trading days immediately preceding the conversion date or the closing bid price, whichever is lower. As of June 30, 2017, the note had accrued interest in the amount of $1,295. The note also had an OID balance in the amount of $2,375 after amortizing $475 to interest expense. |
Loan Payable - Other and Non-Co
Loan Payable - Other and Non-Convertible | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other and Non-Convertible | Note 8 Loan Payable – Other and Non-Convertible On November 16, 2012, we issued a note to a private individual in the amount of $170,000 with interest accruing at 8% per annum. This note has been extended to December 31, 2017. As of June 30, 2017, the accrued interest was $13,674. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 Commitments and Contingencies On March 29, 2017, we entered into a lease and working capital credit facility with Caliber Capital & Leasing LLC and its assignee, Real Estate Acquisition Development Sales, LLC (“READS”). Under the agreements, READS is providing an initial commitment of up to $2.5 million for the construction of our first processing line in our centralized Carbon Finishing Plant in Ohio. The loan is dated for April 4, 2017 and to date we have not received our first draw. On March 29, 2017, we also signed the Master Equipment and Building Related Lease Agreement for $100 Million. The lease covers land, buildings and equipment. The equipment will have an initial term of seven years, after which we will have the option to purchase the facility from READS or renew the lease under the same terms. The commencement date is April 4, 2017. On April 11, 2017, our wholly owned subsidiary GETH CFP, Inc. signed a 10-year lease with the Lawrence Economic Development Corporation of Lawrence County, Ohio for the lease of 11,200 sq. ft. of manufacturing space for our carbon finishing plant in Ohio. The lease has a start date of June 1, 2017 and runs to June 1, 2027. The lease has three, five year extensions. The lease is $4.00 per sq. ft. with initial payments in the amount of $3,733 per month. The first extension is at $4.50 per sq. ft. with payments in the amount of $4,200 per month. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | Note 10 Equity Common Stock We have 250,000,000 common shares of $0.001 par value stock authorized. On December 31, 2016, we had 28,517,597 common shares outstanding. As of June 30, 2017, we had 30,292,597 common shares outstanding. On January 15, 2017, we issued 100,000 common shares for consulting services valued at $20,000. On May 25, 2017, we issued 250,000 common shares for consulting services valued at $37,500. On May 15, 2017, we issued 125,000 common shares for consulting services valued at $26,250. On April 3, 2017, H. E. Capital converted $30,000 of its line of credit and $100,000 of its accrued interest into 1,300,000 shares of our common stock at a $0.10 conversion rate. Warrants As of June 30, 2017, we had 19,708,341 common stock warrants outstanding On January 9, 2017 our subsidiary, Smart Fuel Solutions, Inc., issued 150,000 warrants to each of its four directors. These warrants were valued at $142,857 using the Black-Sholes method. These warrants are convertible into common shares of the Company. The grant date fair value calculation included the three year US Treasury note interest rate of 1.48%, dividend yield of 0, expected volatility of 289% and the expected term of three years. These warrants were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2019. On February 8, 2017, we had 1,000 common stock warrants expire. These were five year warrants issued on February 9, 2012. These warrants had a conversion rate of $10 per warrant. On May 25, 2017, we issued 100,000 common stock warrants for services rendered valued at $14,688 using the Black Scholes method. The grant date fair value calculation included the three year US Treasury note interest rate of 1.04%, dividend yield of 0, expected volatility of 290% and the expected term of three years. These warrants were fully vested when issued and have a conversion price of $0.50 per share. These warrants expire on May 25, 2020. On June 8, 2017 our subsidiary, Smart Fuel, issued 50,000 warrants to its president, CEO and board member, Chris Bowers. These warrants were valued at $4,999 using the Black-Scholes method. These warrants are convertible into common shares of the Company. The grant date fair value calculation included the three year US Treasury note interest rate of 1.04%, dividend yield of 0, expected volatility of 289% and the expected term of three years. These warrants were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2019. As of June 30, 2017, the Company has a total of 19,708,341 outstanding warrants with a weighted average exercise price is $0.10, a weighted average remaining term of 2.59 years and an intrinsic value of $35,007 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events On July 20, 2017, we entered into an equity purchase agreement for up to $5,000,000 of our common stock with Peak One Opportunity Fund, LP (Peak One). In connection with that same agreement, we also agreed to enter into a registration rights agreement. The agreement also called for the Company to issue a convertible debenture in the amount of $75,000 to Peak One as a commitment fee in connection with the agreement, as well as issue 300,000 shares of our common stock as commitment shares. The debenture has not been issued. The commitment shares were issued on July 25, 2017. The equity purchase agreement is instituted when the Company completes the filing of a registration statement. On July 20, 2017, we entered into a Securities Purchase Agreement with Peak One Opportunity Fund, LP (Peak One) in connection with the purchase and sale of certain Company Convertible Debentures in the amount of $425,000. The first of four debentures was issued to Peak One on July 20, 2017 in the amount of $75,000 with no interest rate and has a maturity date of July 26, 2020. The Company received payment, net of fees, in the amount of $62,500 on July 27, 2017 for the first debenture which was used for working capital. The other debentures will be taken down in three different draws in different amounts to be determined in the future. The debenture is convertible into common shares of the Company with certain terms and conditions as set forth in the agreement. The conversion terms stipulate the conversion price to be equal to the lesser of (a) $0.15 or (b) sixty-five percent (65%) of the lowest closing bid price as reported by Bloomberg LP of the Common Stock for the twenty (20) trading days immediately preceding the date of the date of conversion. The redemption terms stipulate the Company at its option can call for redemption, after a two-day written notice, of all or part of the Debentures, with the exception of any portion thereof which is the subject of a previously delivered notice of conversion, prior to the maturity date. The redemption price varies based upon the number of days the redemption date is to the date the debenture was first issued, such as 90 days, 105% of the debenture plus accrued interest, 91 to 120 days, 115% plus accrued interest, 121 to 150 days, 120% plus accrued interest, 151 to 180 days, 130% plus accrued interest and 181 days or more 140% plus accrued interest. On July 21, 2017, a private company holding our note in the amount of $100,000 plus accrued interest in the amount of $2,192 exercised their right to convert the note with its accrued interest in exchange for 1,481,040 shares of our common stock. The conversion price of $0.069 was the price of the stock at the time with a 15% discount to the market price. |
Basis of Presentation and Sig17
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Critical Accounting Policies | Critical Accounting Policies: In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”. |
Loan Payable - Related Party 18
Loan Payable - Related Party and Convertible (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of H E Capital Loans Activity | A schedule of the H. E. Capital loan activity with us for the six months ended June 30, 2017 and for the year ended December 31, 2016 is as follows: H. E. Capital S.A. transactions for 2017 June 30, 2017 December 31, 2016 Beginning Balance $ 496,737 $ 241,582 Proceeds 35,000 352,000 Reclassification from accounts payable & accruals - 76,060 Consulting fees - 60,000 Assignments - (190,000 ) Non-cash conversions to stock (30,000 ) (42,905 ) Cash paid to H. E. Capital (45,200 ) - Ending Balance $ 456,537 $ 496,737 |
Acquisition of Minority Inter19
Acquisition of Minority Interest of Smart Fuel Solutions, Inc. (Details Narrative) - Smart Fuel Solutions Inc [Member] | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Minority interest, percentage | 17.50% |
Noncontrolling interest shares | shares | 3,600,000 |
Noncontrolling interest | $ 3,600,000 |
Business acquisition, share price | $ / shares | $ 0.10 |
Additional paid in capital | $ 466,128 |
Stock payable | $ 360,000 |
Construction in Progress (Detai
Construction in Progress (Details Narrative) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Construction in progress | $ 1,034,201 | $ 722,915 |
Carbon Equipment [Member] | ||
Construction in progress | 459,935 | |
Engineering and Design Work [Member] | ||
Construction in progress | 311,286 | |
Ohio Carbon Finishing Plant [Member] | ||
Construction in progress | $ 771,221 |
Loan Payable - Related Party 21
Loan Payable - Related Party and Convertible (Details Narrative) - USD ($) | Apr. 03, 2017 | Mar. 03, 2017 | Mar. 28, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Mar. 08, 2017 | Jan. 31, 2017 | Nov. 14, 2016 | Sep. 28, 2016 | Aug. 15, 2016 | Feb. 02, 2016 |
Short-term Debt [Line Items] | ||||||||||||
Debt face amount | $ 50,000 | |||||||||||
Loan receivable | $ 100,000 | |||||||||||
Accrued interest | $ 1,753 | |||||||||||
Debt discount amortized | $ 66,779 | |||||||||||
Warrant rights | 19,708,341 | |||||||||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | ||||||||||
H. E. Capital S.A [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price per share | $ 0.10 | |||||||||||
Line of credit accrues interest rate | 8.00% | 8.00% | ||||||||||
Line of credit | $ 30,000 | $ 456,537 | ||||||||||
Accrued interest | $ 100,000 | 43,286 | ||||||||||
Financial services costs | 5,000 | |||||||||||
Proceeds from issuance of debt | 35,000 | |||||||||||
Repayment f debt | $ 45,200 | |||||||||||
Conversion of stock, shares issued | 1,300,000 | |||||||||||
Smart Fuel Solutions, Inc [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price per share | $ 0.50 | |||||||||||
Line of Credit [Member] | Bowers [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt conversion price per share | $ 0.20 | |||||||||||
Line of credit | $ 250,000 | |||||||||||
Line of credit maximum borrowing | $ 500,000 | |||||||||||
Warrant rights | 500,000 | |||||||||||
Total warrant issued shares | 1,750,000 | |||||||||||
Warrant rights exercise price | $ 0.10 | |||||||||||
Value of warrants drawn against line of credit | $ 100,000 | |||||||||||
Beneficial Conversion Features [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt discount amount | 35,300 | |||||||||||
Debt discount amortized | 13,504 | |||||||||||
Beneficial Conversion Features [Member] | Line of Credit Two [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Line of credit | 100,000 | |||||||||||
Debt discount amount | 44,000 | $ 105,600 | ||||||||||
Debt discount amortized | 52,800 | $ 8,800 | ||||||||||
Additional Stock Conversion Rights [Member] | Line of Credit [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Conversion of loans payable for common stock | $ 100,000 | |||||||||||
Debt instruments converted into shares | 500,000 | |||||||||||
Conversion of stock, shares issued | 2,500,000 | |||||||||||
Chris Bowers [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt face amount | $ 150,000 | |||||||||||
Debt accrued interest rate | 8.00% | |||||||||||
Debt maturity date | Dec. 31, 2017 | |||||||||||
Debt conversion price per share | $ 0.10 | |||||||||||
Accrued interest | $ 2,521 | |||||||||||
Debt discount amortized | $ 21,796 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt accrued interest rate | 8.00% | |||||||||||
Debt conversion price per share | $ 0.50 | |||||||||||
Notes payable, related parties | $ 134,000 | |||||||||||
Accrued interest | $ 9,920 | |||||||||||
Debt extended due date | Dec. 31, 2017 | |||||||||||
Chief Executive Officer [Member] | Line of Credit [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Line of credit | $ 500,000 | $ 500,000 | ||||||||||
Chief Executive Officer [Member] | Line of Credit [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt accrued interest rate | 1.00% | |||||||||||
Debt conversion price per share | $ 0.20 | |||||||||||
Line of credit | $ 1,000,000 | |||||||||||
Accrued interest | $ 10,000 | |||||||||||
Debt extended due date | Dec. 31, 2017 | |||||||||||
Chief Executive Officer [Member] | Line of Credit Two [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Loan receivable | $ 100,000 |
Loan Payable - Related Party 22
Loan Payable - Related Party and Convertible - Schedule of H E Capital Loans Activity (Details) - H. E. Capital S.A [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Beginning Balance | $ 496,737 | $ 241,582 |
Proceeds | 35,000 | 352,000 |
Reclassification from accounts payable & accruals | 76,060 | |
Consulting fees | 60,000 | |
Assignments | (190,000) | |
Non-cash conversions to stock | (30,000) | (42,905) |
Cash paid to H. E. Capital | (45,200) | |
Ending Balance | $ 456,537 | $ 496,737 |
Secured Debentures (Details Nar
Secured Debentures (Details Narrative) - USD ($) | Jun. 30, 2017 | Mar. 08, 2017 | Dec. 31, 2016 | Jan. 24, 2011 |
Amount of debt | $ 50,000 | |||
Secured debentures payable | $ 305,000 | $ 305,000 | ||
Accrued interest | $ 1,753 | |||
Securities Purchase Agreements [Member] | Investors [Member] | ||||
Amount of debt | $ 380,000 | |||
Interest rate | 12.00% | |||
Secured debentures payable | $ 305,000 | |||
Accrued interest | $ 255,622 |
Loan Payable - Other and Conv24
Loan Payable - Other and Convertible (Details Narrative) - USD ($) | May 16, 2017 | May 05, 2017 | Apr. 12, 2017 | Jul. 19, 2016 | May 16, 2016 | Jun. 30, 2017 | Jul. 02, 2017 | Dec. 31, 2016 | Mar. 08, 2017 | Jul. 02, 2016 | Nov. 16, 2012 |
Accrued interest | $ 1,753 | ||||||||||
Debt face amount | $ 50,000 | ||||||||||
July 21, 2017 [Member] | |||||||||||
Debt conversion | 1,481,040 | ||||||||||
Private Individual [Member] | |||||||||||
Accrued interest | 3,944 | ||||||||||
Debt face amount | $ 49,295 | $ 170,000 | |||||||||
Debt conversion price per share | $ 0.50 | ||||||||||
Debt accrued interest rate | 8.00% | 8.00% | |||||||||
Debt instruments maturity | Dec. 31, 2017 | ||||||||||
Private Company [Member] | |||||||||||
Debt conversion | $ 100,000 | ||||||||||
Debt instruments converted into shares | 1,000,000 | ||||||||||
Loans payable | 100,000 | ||||||||||
Accrued interest | 10,389 | ||||||||||
Debt conversion price per share | $ 0.20 | ||||||||||
Debt accrued interest rate | 8.00% | ||||||||||
Proceeds from working capital funds | $ 100,000 | ||||||||||
Debt instruments maturity | Apr. 11, 2018 | ||||||||||
Discount on stock price | 15.00% | ||||||||||
Auctus Fund LLC [Member] | |||||||||||
Accrued interest | 1,205 | ||||||||||
Debt accrued interest rate | 10.00% | ||||||||||
Proceeds from working capital funds | $ 77,500 | ||||||||||
Debt instruments maturity | Feb. 5, 2018 | ||||||||||
Discount on stock price | 45.00% | ||||||||||
Debt instrument conversion description | The note has prepayment conditions. The note can be prepaid any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date at 125% of the unpaid principal balance including interest. The note can be prepaid at any time during the period beginning the day which is ninety- one (91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date at 135% of the unpaid principal balance plus interest. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment. The note has a variable conversion price feature per the agreement. The conversion feature starts on August 5, 2017. The conversion price shall equal the lesser of (i) the average of the two (2) lowest Trading Prices during the previous twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the date of this Note and (ii) the Variable Conversion Price. The Variable Conversion Price shall mean 55% multiplied by the Market Price, representing a discount rate of 45%. Market Price means the average of the two (2) lowest Trading Prices for the Common Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | ||||||||||
EMA Financial LLC [Member] | |||||||||||
Accrued interest | $ 2,850 | 1,295 | |||||||||
Debt accrued interest rate | 10.00% | ||||||||||
Proceeds from working capital funds | $ 74,650 | ||||||||||
Debt instruments maturity | May 1, 2018 | ||||||||||
Debt instrument conversion description | The note can be prepaid any time during the period beginning on the Issue Date and ending on the date which is six months following the Issue Date. If paid within 90 days from the Issue Date, the payment is at 125% of the unpaid principal balance including interest. If the note is prepaid at any time during the period beginning the day which is ninety- one (91) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date, the payment is at 135% of the unpaid principal balance plus interest. After the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment. The note has a variable conversion price feature per the agreement. The conversion feature starts on August 1, 2017. The conversion price hereunder (the Conversion Price) shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 55% of either the lowest sale price for the Common Stock on the Principal Market during the twenty-five (25) consecutive Trading Days immediately preceding the Conversion Date or the closing bid price, whichever is lower. | ||||||||||
Debt original issue discount | $ 77,500 | 2,375 | |||||||||
Unpaid principal balance, percentage | 125.00% | ||||||||||
Interest expense | 475 | ||||||||||
H. E. Capital S.A [Member] | |||||||||||
Debt conversion | $ 30,000 | $ 42,905 | |||||||||
H. E. Capital S.A [Member] | Private Company [Member] | |||||||||||
Line of credit | $ 200,000 | ||||||||||
Line of credit, maturity note | Dec. 31, 2017 |
Loan Payable - Other and Non-25
Loan Payable - Other and Non-Convertible (Details Narrative) - USD ($) | Nov. 16, 2012 | Jun. 30, 2017 | Mar. 08, 2017 | Jul. 02, 2016 |
Short-term Debt [Line Items] | ||||
Debt face amount | $ 50,000 | |||
Private Individual [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt face amount | $ 170,000 | $ 49,295 | ||
Debt accrued interest rate | 8.00% | 8.00% | ||
Debt extended due date | Dec. 31, 2017 | |||
Accrued interest, current | $ 1,367 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Apr. 11, 2017USD ($)ft² | Apr. 11, 2017USD ($)ft²$ / shares | Mar. 29, 2017USD ($) |
Caliber Capital & Leasing LLC [Member] | |||
Initial commitment, amount | $ 2,500,000 | ||
Caliber Capital & Leasing LLC [Member] | Master Equipment and Building Related Lease Agreement [Member] | |||
Initial commitment, amount | $ 100,000,000 | ||
GETH CFP, Inc [Member] | |||
Lease period | 10 years | ||
Space for lease | ft² | 11,200 | 11,200 | |
Lease expiration | Jun. 1, 2027 | ||
Lease extended period | 5 years | ||
Lease payment for square feet value | $ 3,733 | ||
Lease payment for square feet per, share price | $ / shares | $ 4.50 | ||
GETH CFP, Inc [Member] | First Extension [Member] | |||
Lease payment for square feet value | $ 4,200 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Jun. 08, 2017 | May 25, 2017 | May 15, 2017 | Apr. 03, 2017 | Feb. 08, 2017 | Jan. 15, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 09, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares outstanding | 30,292,597 | 28,517,597 | ||||||||
Number of common stock value issued for services | 250,000 | 125,000 | 100,000 | |||||||
Number of common stock shares issued for services | $ 37,500 | $ 26,250 | $ 20,000 | $ (83,750) | ||||||
Accrued interest | $ 1,753 | |||||||||
Class of warrant or right, outstanding | 19,708,341 | |||||||||
Warrant exercise price | $ 0.10 | $ 0.10 | ||||||||
outstanding warrants | 19,708,341 | |||||||||
H. E. Capital [Member] | ||||||||||
Line of credit | $ 30,000 | |||||||||
Accrued interest | $ 100,000 | |||||||||
Debt converted into shares | 1,300,000 | |||||||||
Debt conversion price | $ 0.10 | |||||||||
SFSs Inc [Member] | ||||||||||
Debt conversion price | $ 0.10 | |||||||||
Issuance of common stock warrants | 50,000 | |||||||||
Issuance of common stock, value | $ 4,999 | |||||||||
Interest rate | 1.04% | |||||||||
Dividend yield | 0.00% | |||||||||
Expected volatility | 289.00% | |||||||||
Warrant expire date | Dec. 31, 2019 | |||||||||
Weighted average exercise price | $ 0.10 | |||||||||
Weighted average term | 2 years 7 months 2 days | |||||||||
Warrants intrinsic value | $ 35,007 | |||||||||
Warrants [Member] | ||||||||||
Debt conversion price | $ 0.50 | |||||||||
Issuance of common stock warrants | 100,000 | 1,000 | ||||||||
Warrant exercise price | $ 10 | |||||||||
Issuance of common stock, value | $ 14,688 | |||||||||
Interest rate | 1.04% | 1.48% | ||||||||
Dividend yield | 0.00% | 0.00% | ||||||||
Expected volatility | 290.00% | 289.00% | ||||||||
Expected term | 3 years | |||||||||
Warrant expire date | May 25, 2020 | Feb. 9, 2012 | Dec. 31, 2019 | |||||||
Warrants expiration term | 5 years | |||||||||
Warrants [Member] | Smart Fuel Solutions, Inc [Member] | ||||||||||
Issuance of common stock warrants | 150,000 | |||||||||
Warrant exercise price | $ 0.10 | |||||||||
Issuance of common stock, value | $ 142,857 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 27, 2017 | Jul. 21, 2017 | Jul. 20, 2017 | Apr. 12, 2017 | Jul. 19, 2016 | Jun. 30, 2017 | Mar. 08, 2017 |
Debt instrument face amount | $ 50,000 | ||||||
Accrued interest | $ 1,753 | ||||||
Private Company [Member] | |||||||
Debt instrument maturity date | Apr. 11, 2018 | ||||||
Accrued interest | $ 10,389 | ||||||
Debt converted into shares | 1,000,000 | ||||||
Debt instrument conversion price | $ 0.20 | ||||||
Discount on market price | 15.00% | ||||||
Subsequent Event [Member] | |||||||
Payment of debt issuance cost | $ 62,500 | ||||||
Subsequent Event [Member] | Private Company [Member] | |||||||
Debt instrument face amount | $ 100,000 | ||||||
Accrued interest | $ 2,192 | ||||||
Debt converted into shares | 1,481,040 | ||||||
Debt instrument conversion price | $ 0.069 | ||||||
Discount on market price | 15.00% | ||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | Peak One Investments, LLC [Member] | |||||||
Issuance of convertible debenturtes as commitment fee | $ 75,000 | ||||||
Commitment shares issued during period | 300,000 | ||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | Maximum [Member] | Peak One Investments, LLC [Member] | |||||||
Stock issued during period, value | $ 5,000,000 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Peak One Investments, LLC [Member] | |||||||
Debt instrument face amount | $ 425,000 | ||||||
Accrued interest, percentage | 140.00% | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Peak One Investments, LLC [Member] | 91 to 120 Days [Member] | |||||||
Accrued interest, percentage | 105.00% | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Peak One Investments, LLC [Member] | 121 to 150 Days [Member] | |||||||
Accrued interest, percentage | 115.00% | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Peak One Investments, LLC [Member] | 151 to 180 Days [Member] | |||||||
Accrued interest, percentage | 120.00% | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Peak One Investments, LLC [Member] | 180 Days Or More [Member] | |||||||
Accrued interest, percentage | 130.00% | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Peak One Investments, LLC [Member] | Four Debentures [Member] | |||||||
Debt instrument face amount | $ 75,000 | ||||||
Debt instrument maturity date | Jul. 26, 2020 | ||||||
Debt instrument description | The conversion terms stipulate the conversion price to be equal to the lesser of (a) $0.15 or (b) sixty-five percent (65%) of the lowest closing bid price as reported by Bloomberg LP of the Common Stock for the twenty (20) trading days immediately preceding the date of the date of conversion. The redemption terms stipulate the Company at its option can call for redemption, after a two-day written notice, of all or part of the Debentures, with the exception of any portion thereof which is the subject of a previously delivered notice of conversion, prior to the maturity date. The redemption price varies based upon the number of days the redemption date is to the date the debenture was first issued, such as 90 days, 105% of the debenture plus accrued interest, 91 to 120 days, 115% plus accrued interest, 121 to 150 days, 120% plus accrued interest, 151 to 180 days, 130% plus accrued interest and 181 days or more 140% plus accrued interest. |