Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 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 | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,573,637 | |
Trading Symbol | GETH | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 2,211 | $ 94,664 |
Deposits | 32,500 | 38,012 |
Prepaid expenses | 5,812 | 177,169 |
Other current assets | 104,284 | 2,284 |
Total current assets | 144,807 | 312,129 |
Property, plant, & equipment | 1,063,481 | 722,915 |
TOTAL ASSETS | 1,208,288 | 1,035,044 |
CURRENT LIABILITIES | ||
Accounts payable | 964,473 | 630,719 |
Due to related party | 31,480 | |
Accrued expenses | 393,160 | 382,715 |
Stock payable | 60,000 | |
Secured debentures payable | 305,000 | 305,000 |
Loan payable-related party-convertible | 1,661,921 | 1,433,937 |
Loan payable-other-convertible, current portion | 232,961 | 149,295 |
Loan payable-other-non-convertible | 170,000 | 170,000 |
Derivative liability | 368,477 | |
Total current liabilities | 4,187,472 | 3,071,666 |
Loan payable-other-convertible, long term | 76,393 | |
TOTAL LIABILITIES | 4,263,865 | 3,071,666 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, none issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | ||
Common stock, $0.001 par value, 250,000,000 shares authorized, 35,073,637 and 28,517,597 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 35,074 | 28,518 |
Additional paid in capital | 20,814,268 | 20,799,102 |
Accumulated deficit | (23,904,919) | (22,818,208) |
Total Green Envirotech Holdings Corp. Stockholders' deficit | (3,055,577) | (1,990,588) |
Noncontrolling interest | (46,034) | |
Total stockholders' deficit | (3,055,577) | (2,036,622) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,208,288 | $ 1,035,044 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 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 | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 35,073,637 | 28,517,597 |
Common stock, shares outstanding | 35,073,637 | 28,517,597 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING EXPENSES | ||||
Wages and professional fees | $ 31,518 | $ 839,489 | $ 689,349 | $ 1,129,785 |
General and administrative | 59,200 | 62,613 | 285,384 | 101,616 |
Total operating expenses | 90,718 | 902,102 | 974,733 | 1,231,401 |
Loss from operating expenses | 90,718 | 902,102 | 974,733 | 1,231,401 |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (148,655) | (37,067) | (336,329) | (83,376) |
Loss on debt conversion | (126,870) | (126,870) | ||
Gain on fair value of derivatives | 164,257 | 164,257 | ||
Total other income (expense) | 15,602 | (163,937) | (172,072) | (210,246) |
NET LOSS | (75,116) | (1,066,039) | (1,146,805) | (1,441,647) |
Loss attributable to noncontrolling interest | (1,370) | (60,094) | (1,370) | |
Loss attributable to controlling interest | $ (75,116) | $ (1,064,669) | $ (1,086,711) | $ (1,440,277) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 31,545,022 | 25,243,713 | 30,154,241 | 24,368,947 |
NET LOSS PER SHARE-BASIC AND DILUTED: | $ 0 | $ (0.04) | $ (0.04) | $ (0.06) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,146,805) | $ (1,441,647) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 153,691 | |
Gain on change in fair value of derivatives | (164,257) | |
Common stock issued for services | 83,750 | 18,750 |
Loss on debt conversion | 126,870 | |
Debt increase as a result of a consulting agreement | 45,000 | |
Warrants issued for services | 14,688 | 614,288 |
Warrants issued for services-related party | 147,856 | 148,952 |
Change in assets and liabilities | ||
Decrease in deposits, prepaid expenses, and other current assets | 176,869 | |
Increase (decrease) in accounts payable and accrued expenses | 137,305 | (135,211) |
Increase in accounts payable related party | (5,708) | |
Net cash used in operating activities | (596,903) | (628,706) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on loan payable-related party-convertible | (45,200) | |
Proceeds received from loan payable-other-convertible | 314,650 | |
Proceeds from line of credit - related party | 235,000 | 780,500 |
Payment on current notes | (53,500) | |
Net cash provided by financing activities | 504,450 | 727,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | (92,453) | 98,294 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 94,664 | 8,076 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 2,211 | 106,370 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest | 70,000 | |
Income Taxes | ||
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Debt assigned to a related party | 134,000 | |
Debt assigned to a third party | 215,405 | |
Warrants issued for Related party accrued salary | 417,100 | |
Warrants issued for Employees accrued salary | 1,737,035 | |
Net assets acquired in Smart Fuel solution after non-controlling interest | 53,710 | |
Accrued liability settled by note payable | 74,295 | |
Conversion of loans payable to common stock | 130,000 | 152,905 |
Conversion of accrued interest to common stock | 102,192 | |
Acquisition of minority interest in Smart Fuel | 360,000 | |
Common shares issued for equity purchase agreement | 27,000 | |
Debenture issued for equity purchase agreement | 75,000 | |
Expenses paid for by related party on behalf of the company | 31,480 | |
Debt discount from convertible loan payable - BCF & OID | 50,650 | |
Unpaid additions to property, plant and equipment | 340,566 | |
Derivative liability from tainted notes and warrants reclassified from additional paid in capital | 380,518 | |
Resolution of derivative liability due to conversion of note | 27,582 | |
Debt discount due to derivatives | $ 179,798 |
Basis of Presentation and Accou
Basis of Presentation and Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Accounting Policies | Note 1 Basis of Presentation and Accounting Policies: The unaudited interim consolidated financial statements include the accounts of our Company and our former subsidiary, Smart Fuel Solutions, Inc. which was merged into the Company on June 30, 2017. 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 undertook and assisted with the operational responsibilities of the Company. Smart Fuel was a private company, majority owned by us. Effective June 30, 2017, we acquired the remaining minority interest in Smart Fuel and integrated its operations into the Company. The former 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. All significant inter-company balances and transactions have been eliminated in the consolidation as of and for the nine months ended September 30, 2017. There was not a strategic shift nor were there any discontinued operations from the collapse. 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 nine months ended September 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. Recent accounting pronouncements 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 Non-Controlling Interests with a Scope Exception”. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018, and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the implementation date and the impact of this amendment on its consolidated financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 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 nine months ended September 30, 2017, we had a net loss. We also have a working capital deficit and an accumulated deficit since inception. 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 funding itself through the generation of revenues and raising capital through loans and new equity. |
Acquisition of Minority Interes
Acquisition of Minority Interest in Smart Fuel | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Minority Interest in Smart Fuel | Note 3 Acquisition of Minority Interest in Smart Fuel Effective June 30, 2017, we merged Smart Fuel into the Company by acquiring the remaining 17.5% minority interest of 3,600,000 shares in exchange for a similar number of the Company’s common shares. The minority interest was valued at $360,000 based on the closing price of the Company’s stock at June 30, 2017 of $0.10 per share. We issued 3,000,000 shares valued at $300,000 to a minority shareholder of Smart Fuel as of September 30, 2017 and the remaining 600,000 shares to be issued, remain as a liability on our consolidated balance sheet. The difference in the fair value of the consideration and the carrying amount of the non-controlling interest of $466,128 was charged to additional paid in capital. As a result of the acquisition, Smart Fuel became a wholly-owned subsidiary of the Company. As of September 30, 2017, the Company has issued 3,000,000 of the 3,600,000 shares exchanged. The fair value of the remaining 600,000 shares is $60,000 and is carried on the consolidated balance sheet as stock payable. The Company also recognize Smart Fuel’s 3,143,000 outstanding warrants as if they had been issued by the Company. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 4 Property, Plant, and Equipment During the nine months ended September 30, 2017, we added $800,501 in construction in progress when we started development of our Ohio carbon finishing plant. Of the $800,501, 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 $340,566 in engineering and design work in relation to our pyrolysis plant to be located in Texas. This brings the total construction in progress to $1,063,481 for the nine months ended September 30, 2017. |
Loan Payable - Related Party an
Loan Payable - Related Party and Convertible | 9 Months Ended |
Sep. 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 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 nine months ended September 30, 2017, this note had accrued interest in the amount of $4,537. The Company evaluated this convertible LOC for Beneficial Conversion Features (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 $24,284 has been amortized for the nine months ended September 30, 2017 leaving a balance of $11,016 to be amortized going forward. On August 15, 2016, we accepted a Line of Credit (LOC) in the amount of $500,000 from our CEO Chris Bowers. On November 14, 2016, we accepted a second Line of Credit (LOC) in the amount of $500,000 from our CEO. As of the September 30, 2017, these two LOCs had an outstanding balance in the amount of $1,000,000 with $20,000 in accrued interest on September 30, 2017. These LOCs accrue interest at the rate of 1% per month based upon $1,000,000 total balance. We have been paying $10,000 per month in interest on the two LOCs. The due date of the two loans is 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 LOC2. There was no BCF on the balance of the LOC2. These 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 a 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. $79,200 has been amortized to interest expense for the nine months ended September 30, 2017 leaving a balance of $17,600 to be amortized going forward. 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 Solutions. On September 28, 2016, we acquired controlling interest in SFS; we assumed the note. The note is convertible at $0.50 per share and matures December 31, 2017. As of September 30, 2017, the accrued interest on this note was $12,622. 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 September 30, 2017 was $456,537 with accrued interest in the amount of $52,620. 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 nine months ended September 30, 2017, included advancing $35,000 to the Company and receipt of $45,200 in payment from the Company. H. E. Capital 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, principal only, with us for the nine months ended September 30, 2017 and for the year ended December 31, 2016 is as follows: H. E. Capital S.A. transactions for 2017 September 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 | 9 Months Ended |
Sep. 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 September 30, 2017 these secured debentures have an outstanding balance of $305,000 and accrued interest in the amount of $264,975. 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 | 9 Months Ended |
Sep. 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 record a new note. 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 September 30, 2017, the note balance is $100,000 with accrued interest in the amount of $12,405. 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 and accrues interest at 8%. As of September 30, 2017, this note had accrued interest in the amount of $4,938. 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 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 the stock price. On July 21, 2017, the private company holding this $100,000 note with its accrued interest in the amount of $2,192 exercised their right to convert in exchange for 1,481,040 shares of our common stock. The conversion price was the price of the stock at the time with a 15% discount to the market price. On the date of conversion, it was determined this note had derivative discount in the amount of $28,130 which was amortized in full. See Note 10. On May 5, 2017, we received working capital funds in the amount of $77,500 from Auctus Fund LLC (“Auctus”). 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 September 30, 2017, the note had accrued interest in the amount of $1,980. During the third quarter, it was determined this note had derivative discount in the amount of $40,538 of which $9,450 was amortized leaving a balance of $31,088. See Note 10. Subsequent to September 30, 2017, this note was paid in full. On May 16, 2017, we received working capital funds in the amount of $74,650 from EMA Financial LLC (“EMA”). The note is in the amount of $77,500 with an original issue discount (OID) in the amount of $2,850 and has an interest rate of 10% and is due May 1, 2018, date of the note. 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 July 15, 2017. The conversion price is equal to 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 September 30, 2017, the note had accrued interest in the amount of $1,981. The note also had an OID balance in the amount of $1,663 after amortizing $1,187 to interest expense. During the third quarter, it was determined this note had derivative discount in the amount of $48,630 of which $10,047 was amortized leaving a balance of $38,583. See Note 10. Subsequent to September 30, 2017, this note was paid in full. 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 entered into a related registration rights agreement. We issued a non-interest bearing convertible debenture maturing on July 20, 2020 in the amount of $75,000 to Peak One as a commitment fee in connection with the agreement, as well as agreed to issue 300,000 shares of our common stock as commitment shares. On July 25, 2017, we issued these shares valued at $27,000. Both the commitment debenture and commitment shares were charged to other current assets until such time the registration statement is filed after which the amount will be offset against the proceeds of the offering. The note is convertible after 180 days from issuance at a conversion price equal to 90% of the lowest closing bid price of the last 20 days prior to the conversion date. On July 27, 2017, we received the first of three installments in connection with Peak One Opportunity LP (Peak One) purchase agreement for certain Company convertible debentures totaling $425,000. We issued to Peak One a three year $75,000 non-interest bearing debenture maturing on July 26, 2020. The debenture had an OID (original issue discount) in the amount of $12,500. As of September 30, 2017, there was a remaining OID in the amount of $12,083. The debentures when issued are convertible into common shares of the Company with certain terms and conditions as set forth in the agreement. The Holder is entitled to, at any time or from time to time, to convert the conversion amount into conversion shares, at a conversion price for each share of common stock 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 of the debentures subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. During the third quarter, it was determined this note had derivative discount in the amount of $62,500 of which $976 was amortized leaving a balance of $61,524. See Note 10. |
Loan Payable - Other and Non-Co
Loan Payable - Other and Non-Convertible | 9 Months Ended |
Sep. 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 September 30, 2017, the accrued interest was $17,102. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 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. We have received $450,000 from READS subsequent to September 30, 2017, please see subsequent events note 13. 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 was scheduled for April 4, 2017. We have received $450,000 from READS subsequent to September 30, 2017; please see subsequent events note 13. 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 had a start date of June 1, 2017, which has been extended to the opening of the Carbon Plant 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. 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 entered into a related registration rights agreement. We issued a convertible debenture in the amount of $75,000 to Peak One as a commitment fee in connection with the agreement, as well as agreed to issue 300,000 shares of our common stock as commitment shares. On July 25, 2017, we issued these shares valued at $27,000. Both the commitment debenture and commitment shares were charged to other current assets until such time the registration statement is filed after which the amount will be offset against the proceeds of the offering. |
Fair value of Financial Instrum
Fair value of Financial Instruments and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Fair value of Financial Instruments and Derivative Liabilities | Note 10 Fair value of Financial Instruments and Derivative Liabilities The carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature of these instruments and approximate market interest rates of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The notes totaled $150,000 with net discounts in the amount of $73,607. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. ● Level 1 - Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. ● Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. ● Level 3 - Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of September 30, 2017: The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of September 30, 2017: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 297,160 $ - $ - $ 297,160 Warrant derivative liabilities $ 71,317 $ - $ - $ 71,317 Total $ 368,477 $ - $ - $ 368,477 The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 7), that became convertible during the third quarter ended September 30, 2017, qualified them as derivative instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of a Multinomial Lattice model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e. “payoff”) of the option for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option. The valuation of the derivative liability attached to the convertible debt was arrived at through the use of a Multinomial Lattice model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability. Key inputs and assumptions used to value the convertible notes and warrants upon issuance or tainting and also as of September 30, 2017. ● The stock price of 0.100 to $0.0721 in these periods (variable conversion price; reset provisions; and upon redemption or default penalties) would fluctuate with the Company projected volatility; ● An event of default adjusting the interest rate would occur 0% of the time for all notes except the Peak 1 Note which increases 0.50% per month to a maximum of 5% with the corresponding penalty; ● The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of comparable companies and the term remaining for each note was from 204% through 313% at issuance, conversion, and quarters ends; ● The Company would redeem the notes (with the corresponding penalty) projected initially at 0% of the time for all notes except the EMA and Auctus notes which increase monthly by 1.0% to a maximum of 5.0% (from alternative financing being available for a redemption event to occur); and ● For the variable rate (some notes include conversion rate ceilings – the lessor of variable rates and a fixed rate) and fixed rate notes, the holder would convert (after 0 days) at maturity based on ownership and trading volume limits; and ● The holder would automatically convert the note or exercise early at a multiple of the conversion/exercise or the stock price if the registration was effective (after 0 days) and the Company was not in default. Using the results from the model, the Company recorded a derivative liability of $127,660 for newly granted warrants (see note 11) and a derivative liability of $441,120 for the fair value of the convertible feature included in the Company’s convertible debt instruments with a corresponding charge to debt discount of $179,798, a “day 1” derivative of $8,464 and additional paid in capital of $380,518 for the tainted equity linked convertible notes and warrants. The debt discount on the convertible notes of $179,798 is being amortized over the remaining term of the notes using the effective interest rate method. Interest expense related to the amortization of this debt discount for the nine months ended September 30, 2017, was $48,603. The remaining unamortized debt discount related to the derivative liability was $131,195 as of September 30, 2017. The Company also recorded a reclassification from derivative liability to equity of $27,582 for the conversion of a portion of the Company’s convertible notes. The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Balance at December 31, 2016 $ - Fair value of derivative liability at issuance charged to debt discount 179,798 Fair value of derivative liability at issuance charged to derivative loss 8,464 Fair value of derivative liability at issuance reclassified from additional paid in capital 380,518 Settlement of derivative liability due to conversion (27,582 ) Unrealized derivative gain included in other expense (172,721 ) Balance at September 30, 2017 $ 368,477 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Equity | Note 11 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 September 30, 2017, we had 35,073,637 common shares outstanding. On January 15, 2017, we issued 100,000 common shares for consulting services valued at $20,000. 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. On May 15, 2017, we issued 125,000 common shares for consulting services valued at $26,250. On May 25, 2017, we issued 250,000 common shares for consulting services valued at $37,500 On July 21, 2017, a private company holding a note in the amount of $100,000 with its accrued interest in the amount of $2,192 exercised their right to convert in exchange for 1,481,040 shares of our common stock. The conversion price was the price of the stock at the time with a 15% discount to the market price. On the date of conversion, it was determined this note had derivative liability in the amount of $27,582 which was credited to additional paid in capital. See Note 10. On July 25, 2017, we issued 300,000 common shares as a commitment fee in relation with the Peak One Opportunity Fund, LP equity stock purchase agreement signed on July 20, 2017. The stock was valued at $27,000 and charged to other current assets after which the amount will be amortized over the proceeds of the offering. On September 26, 2017, we issued 3,000,000 common shares to Black Lion Oil Ltd in connection with the acquisition of the minority interest in Smart Fuel. See Note 3. On March 3, 2017, the Company evaluated a convertible LOC to its CEO for 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 credited to additional paid in capital of which $24,284 has been amortized for the nine months ended September 30, 2017 leaving a balance of $11,016 to be amortized going forward. Warrants As of September 30, 2017, we had 19,708,341 common stock warrants outstanding On January 9, 2017 our subsidiary, Smart Fuel, issued 150,000 warrants to each of its four directors. These warrants were valued at $142,857 using the Black-Sholes model. 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 by 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 we issued 50,000 warrants to our president, CEO and board member, Chris Bowers. These warrants were valued at $4,999 using the Black-Scholes model. 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. During the nine months ended September 30, 2017, the Company recorded a derivative liability for its outstanding warrants in the amount of $127,660 due to the variable convertible notes becoming convertible during the third quarter. There was no derivative liability for the nine months ended September 30, 2016. The Company recognized a fair market change in the recorded derivative in the amount of $56,343 which was recorded on the consolidated statement of operations in the category listed as other income and expenses. The balance of the derivative liability-warrants on September 30, 2017 was $71,317. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 Related Party Transactions On January 9, 2017 our subsidiary, Smart Fuel, issued 150,000 warrants to each of its four directors. These warrants were valued at $142,857 by the Black-Sholes method. 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 of the Company’s common stock, and expire on December 31, 2019. On June 8, 2017 we issued 50,000 warrants to our president, CEO and board member, Chris Bowers. These warrants were valued at $4,999 using the Black-Scholes model. 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. On September 26, 2017, we issued 3,000,000 common shares to Black Lion Oil Ltd, one of the minority interest shareholder, in connection with the acquisition of the minority interest in Smart Fuel. A member of our board of directors, Chris Smith, is also a director of Black Lion Oil. At September 30, 2017, we owed our CEO, Chris Bowers, for expenses paid on behalf of the Company in the amount of $31,480. This amount is classified as Due to Related Party in the consolidated balance sheet, is unsecured, non-interest bearing and due on demand. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events Subsequent to September 30, 2017, we received a total of $450,000 from READS in connection with their initial commitment to fund up to $2.5 million of the construction of the Company’s first processing line in our centralized Carbon Finishing Plant in Ohio. See Note 9 On November 1, 2017, the Company issued an eight percent (8%) convertible note in the amount of $75,000. The note is convertible to the Company’s common stock at $0.05 per share. On November 7, 2017, the noteholder converted the note and the Company issued 1,500,000 shares as full settlement of the loan. On November 2, 2017, H. E. Capital converted $200,000 of its line of credit into 2,000,000 shares of our common stock at a $0.10 conversion price. In November 2017, we paid in full the EMA and Auctus notes. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Recent Accounting Pronouncements | Recent accounting pronouncements 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 Non-Controlling Interests with a Scope Exception”. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018, and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the implementation date and the impact of this amendment on its consolidated financial statements. |
Loan Payable - Related Party 20
Loan Payable - Related Party and Convertible (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of H E Capital Loans Activity | A schedule of the H. E. Capital loan activity, principal only, with us for the nine months ended September 30, 2017 and for the year ended December 31, 2016 is as follows: H. E. Capital S.A. transactions for 2017 September 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 |
Fair value of Financial Instr21
Fair value of Financial Instruments and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value of Derivative Financial Liability Measured on Recurring Basis | The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of September 30, 2017: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 297,160 $ - $ - $ 297,160 Warrant derivative liabilities $ 71,317 $ - $ - $ 71,317 Total $ 368,477 $ - $ - $ 368,477 |
Schedule of Financial Instrument Fair Value on Recurring Basis Unobservable Inputs | The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Balance at December 31, 2016 $ - Fair value of derivative liability at issuance charged to debt discount 179,798 Fair value of derivative liability at issuance charged to derivative loss 8,464 Fair value of derivative liability at issuance reclassified from additional paid in capital 380,518 Settlement of derivative liability due to conversion (27,582 ) Unrealized derivative gain included in other expense (172,721 ) Balance at September 30, 2017 $ 368,477 |
Acquisition of Minority Inter22
Acquisition of Minority Interest of Smart Fuel Solutions, Inc. (Details Narrative) - USD ($) | Jul. 21, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Stock payable, shares | 600,000 | |||
Stock payable | $ 60,000 | |||
Number of shares exchanged during the period | 1,481,040 | |||
Smart Fuel Solutions, Inc. [Member] | ||||
Minority interest, percentage | 17.50% | |||
Noncontrolling interest shares | 3,600,000 | 3,000,000 | ||
Noncontrolling interest | $ 360,000 | $ 300,000 | ||
Business acquisition, share price | $ 0.10 | |||
Stock payable, shares | 600,000 | |||
Fair value of consideration and the carrying amount of non-controlling interest | $ 466,128 | |||
Number of shares issued during the period | 3,000,000 | |||
Number of shares exchanged during the period | 3,600,000 | |||
Warrants outstanding | 3,143,000 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details Narrative) | Sep. 30, 2017USD ($) |
Construction in progress | $ 1,063,481 |
Carbon Equipment [Member] | |
Construction in progress | 459,935 |
Engineering and Design Work [Member] | |
Construction in progress | 340,566 |
Ohio Carbon Finishing Plant [Member] | |
Construction in progress | $ 800,501 |
Loan Payable - Related Party 24
Loan Payable - Related Party and Convertible (Details Narrative) - USD ($) | Jul. 21, 2017 | Apr. 03, 2017 | Mar. 08, 2017 | Mar. 03, 2017 | Jan. 31, 2017 | Feb. 01, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jun. 08, 2017 | May 25, 2017 | Feb. 08, 2017 | Nov. 14, 2016 | Aug. 15, 2016 | Feb. 02, 2016 |
Short-term Debt [Line Items] | |||||||||||||||
Debt accrued interest rate | 15.00% | 0.00% | |||||||||||||
Proceeds from line of credit | $ 235,000 | $ 780,500 | |||||||||||||
Accrued interest | $ 2,192 | 1,753 | |||||||||||||
Amortization of debt discount | $ 28,130 | $ 24,284 | 153,691 | ||||||||||||
Debt discount amount | 35,300 | $ 73,607 | |||||||||||||
H. E. Capital S.A [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt maturity date | Dec. 31, 2017 | ||||||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||||||
Line of credit | $ 30,000 | $ 456,537 | |||||||||||||
Accrued interest | $ 100,000 | 52,620 | |||||||||||||
Debt instrument interest per month | 5,000 | ||||||||||||||
Debt instruments converted into shares | 1,300,000 | ||||||||||||||
Line of credit accrues interest rate | 8.00% | ||||||||||||||
Proceeds from issuance of debt | 35,000 | ||||||||||||||
Repayment of debt | $ 45,200 | ||||||||||||||
Warrants [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt conversion price per share | $ 0.50 | ||||||||||||||
Warrant rights exercise price | $ 10 | ||||||||||||||
Chris Bowers [Member] | Line of Credit One [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||||||
Proceeds from line of credit | $ 100,000 | ||||||||||||||
Line of credit | $ 500,000 | ||||||||||||||
Chris Bowers [Member] | Line of Credit One [Member] | Warrants [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant rights | 500,000 | ||||||||||||||
Warants to be issued during the period | 1,750,000 | ||||||||||||||
Warrant rights exercise price | $ 0.10 | ||||||||||||||
Chris Bowers [Member] | Line of Credit One [Member] | Warrants One [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Warrant rights | 250,000 | ||||||||||||||
Warrant rights exercise price | $ 0.10 | ||||||||||||||
Chris Bowers [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Line of credit maximum borrowing capacity | $ 150,000 | ||||||||||||||
Debt accrued interest rate | 8.00% | ||||||||||||||
Debt maturity date | Dec. 31, 2017 | ||||||||||||||
Debt conversion price per share | $ 0.10 | $ 0.10 | |||||||||||||
Proceeds from line of credit | $ 100,000 | ||||||||||||||
Line of credit | $ 50,000 | $ 500,000 | $ 500,000 | ||||||||||||
Accrued interest | $ 4,537 | ||||||||||||||
Debt beneficial conversion features | 35,300 | ||||||||||||||
Amortization of debt discount | 24,284 | ||||||||||||||
Debt discount amount | 11,016 | ||||||||||||||
Chris Bowers [Member] | Note Payable [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt accrued interest rate | 8.00% | ||||||||||||||
Debt maturity date | Dec. 31, 2017 | ||||||||||||||
Debt conversion price per share | $ 0.50 | ||||||||||||||
Accrued interest | $ 12,622 | ||||||||||||||
Notes payable, related parties | $ 134,000 | ||||||||||||||
Chris Bowers [Member] | Line of Credit [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt conversion price per share | $ 0.20 | ||||||||||||||
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] | Line of Credit Two [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Interest expenses | $ 79,200 | ||||||||||||||
Amortization of debt discount | 17,600 | $ 8,800 | |||||||||||||
Debt discount amount | $ 105,600 | ||||||||||||||
Chris Bowers [Member] | Two 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 | $ 20,000 | ||||||||||||||
Chief Executive Officer [Member] | Two Line of Credit [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt maturity date | Dec. 31, 2017 | ||||||||||||||
Proceeds from line of credit | $ 100,000 | ||||||||||||||
Debt instrument interest per month | $ 10,000 |
Loan Payable - Related Party 25
Loan Payable - Related Party and Convertible - Schedule of H E Capital Loans Activity (Details) - H. E. Capital S.A [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 ($) | Sep. 30, 2017 | Jul. 21, 2017 | Dec. 31, 2016 | Jan. 24, 2011 |
Debt face amount | $ 100,000 | |||
Interest rate | 0.00% | 15.00% | ||
Secured debentures payable | $ 305,000 | $ 305,000 | ||
Accrued interest | 1,753 | $ 2,192 | ||
Securities Purchase Agreements [Member] | Investors [Member] | ||||
Debt face amount | $ 380,000 | |||
Interest rate | 12.00% | |||
Secured debentures payable | 305,000 | |||
Accrued interest | $ 264,975 |
Loan Payable - Other and Conv27
Loan Payable - Other and Convertible (Details Narrative) | Sep. 26, 2017shares | Jul. 27, 2017USD ($)Number$ / shares | Jul. 25, 2017USD ($)shares | Jul. 21, 2017USD ($)shares | Jul. 20, 2017USD ($)shares | May 16, 2017USD ($) | May 05, 2017USD ($) | Apr. 12, 2017USD ($)$ / shares | Mar. 03, 2017USD ($) | Jul. 19, 2016USD ($)shares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Jul. 02, 2016USD ($)$ / shares | May 16, 2016USD ($) | Nov. 16, 2012USD ($) |
Debt face amount | $ 100,000 | |||||||||||||||
Accrued interest | $ 2,192 | $ 1,753 | ||||||||||||||
Debt instrument interest rate | 15.00% | 0.00% | ||||||||||||||
Discount on stock price | 15.00% | |||||||||||||||
Amortization of debt discount | $ 28,130 | $ 24,284 | $ 153,691 | |||||||||||||
Number of shares issued | shares | 3,000,000 | 300,000 | ||||||||||||||
Shares issued value | $ 27,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.0721 | |||||||||||||||
Private Individual [Member] | ||||||||||||||||
Debt face amount | $ 49,295 | $ 170,000 | ||||||||||||||
Accrued interest | $ 4,938 | |||||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | |||||||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||||||
Private Company [Member] | ||||||||||||||||
Debt conversion | $ 100,000 | $ 100,000 | ||||||||||||||
Debt instruments converted into shares | shares | 1,481,040 | 1,000,000 | ||||||||||||||
Debt face amount | 100,000 | |||||||||||||||
Accrued interest | $ 2,192 | 12,405 | ||||||||||||||
Debt conversion price per share | $ / shares | $ 0.20 | |||||||||||||||
Debt instrument 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 | 1,980 | |||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Proceeds from working capital funds | $ 77,500 | |||||||||||||||
Debt instruments maturity | Feb. 5, 2018 | |||||||||||||||
Discount on stock price | 45.00% | |||||||||||||||
Amortization of debt discount | $ 40,538 | 31,088 | ||||||||||||||
Debt instrument amortized | 9,450 | |||||||||||||||
Debt instrument conversion description | 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. | |||||||||||||||
EMA Financial LLC [Member] | ||||||||||||||||
Accrued interest | $ 2,850 | 1,981 | ||||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||||||
Proceeds from working capital funds | $ 74,650 | |||||||||||||||
Debt instruments maturity | May 1, 2018 | |||||||||||||||
Amortization of debt discount | 48,630 | |||||||||||||||
Debt instrument amortized | 10,047 | |||||||||||||||
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 | 1,663 | ||||||||||||||
Unpaid principal balance, percentage | 125.00% | |||||||||||||||
Interest expense | 1,187 | |||||||||||||||
Loan Payable - other and convertible | 38,583 | |||||||||||||||
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 | |||||||||||||||
Peak One Opportunity Fund, LP [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||
Debt conversion | $ 75,000 | |||||||||||||||
Debt instruments maturity | Jul. 20, 2020 | |||||||||||||||
Discount on stock price | 90.00% | |||||||||||||||
Convertible debenture | $ 75,000 | |||||||||||||||
Number of shares issued | shares | 300,000 | |||||||||||||||
Shares issued value | $ 27,000 | |||||||||||||||
Peak One Opportunity Fund, LP [Member] | Equity Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Proceeds from issuance of common stock | $ 5,000,000 | |||||||||||||||
Peak One Opportunity Fund, LP [Member] | Purchase Agreement [Member] | ||||||||||||||||
Debt face amount | $ 425,000 | |||||||||||||||
Debt conversion price per share | $ / shares | $ 0.15 | |||||||||||||||
Debt instruments maturity | Jul. 26, 2020 | |||||||||||||||
Discount on stock price | 65.00% | |||||||||||||||
Amortization of debt discount | 62,500 | |||||||||||||||
Debt instrument amortized | 976 | |||||||||||||||
Debt original issue discount | $ 12,500 | |||||||||||||||
Loan Payable - other and convertible | $ 12,083 | $ 61,524 | ||||||||||||||
Stock trading days | Number | 20 |
Loan Payable - Other and Non-28
Loan Payable - Other and Non-Convertible (Details Narrative) - USD ($) | Nov. 16, 2012 | Sep. 30, 2017 | Jul. 21, 2017 | Jul. 02, 2016 |
Short-term Debt [Line Items] | ||||
Debt face amount | $ 100,000 | |||
Debt instrument interest rate | 0.00% | 15.00% | ||
Private Individual [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt face amount | $ 170,000 | $ 49,295 | ||
Debt instrument interest rate | 8.00% | 8.00% | ||
Debt extended due date | Dec. 31, 2017 | |||
Accrued interest, current | $ 17,102 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Sep. 26, 2017shares | Jul. 25, 2017shares | Jul. 20, 2017USD ($)shares | May 25, 2017USD ($) | May 15, 2017USD ($) | Apr. 11, 2017USD ($)ft² | Apr. 11, 2017USD ($)ft² | Mar. 29, 2017USD ($) | Jan. 15, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Number of shares issued | shares | 3,000,000 | 300,000 | |||||||||
Number of stock issued, value | $ 37,500 | $ 26,250 | $ 20,000 | $ (83,750) | $ (18,750) | ||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | |||||||||||
Debt conversion | $ 75,000 | ||||||||||
Number of shares issued | shares | 300,000 | ||||||||||
Number of stock issued, value | $ 27,000 | ||||||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | Maximum [Member] | |||||||||||
Proceeds from issuance of common stock | $ 5,000,000 | ||||||||||
Caliber Capital & Leasing LLC [Member] | |||||||||||
Initial commitment, amount | $ 2,500,000 | ||||||||||
Lease consideration | 450,000 | ||||||||||
Caliber Capital & Leasing LLC [Member] | Master Equipment and Building Related Lease Agreement [Member] | |||||||||||
Initial commitment, amount | 100,000,000 | ||||||||||
Lease consideration | $ 450,000 | ||||||||||
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 | ||||||||||
Area of land | ft² | 4 | 4 | |||||||||
Lease payment for square feet value | $ 3,733 | ||||||||||
Lease payment for square feet per, share price | ft² | 4.50 | ||||||||||
GETH CFP, Inc [Member] | First Extension [Member] | |||||||||||
Lease payment for square feet value | $ 4,200 |
Fair Value of Financial Instr30
Fair Value of Financial Instruments and Derivative Liabilities (Details Narrative) - USD ($) | May 25, 2017 | Sep. 30, 2017 | Jul. 21, 2017 | Mar. 03, 2017 | Dec. 31, 2016 |
Long term debt | $ 150,000 | ||||
Debt discount | $ 73,607 | $ 35,300 | |||
Debt instrument interest rate | 0.00% | 15.00% | |||
Penalty percentage | 5.00% | ||||
Description on redeem notes | The Company would redeem the notes (with the corresponding penalty) projected initially at 0% of the time for all notes except the EMA and Auctus notes which increase monthly by 1.0% to a maximum of 5.0% (from alternative financing being available for a redemption event to occur) | ||||
Derivitive liability | $ 368,477 | $ 27,582 | |||
Interest expense related to amortization of debt discount | 48,603 | ||||
Changing fair value of derivative liability | 8,464 | ||||
Reclassification from derivative liability | 27,582 | ||||
Equity linked convertible notes and warrants | 380,518 | ||||
Debt discount | 179,798 | ||||
Warrants [Member] | |||||
Debt conversion price per share | $ 0.50 | ||||
Volatility rate percentage | 290.00% | ||||
Derivitive liability | 71,317 | ||||
Changing fair value of derivative liability | 56,343 | ||||
Warrants outstanding value | 127,660 | ||||
Debt discount | 131,195 | ||||
Warrant Granted [Member] | Fair Value of Convertible Feature [Member] | |||||
Derivitive liability | $ 441,120 | ||||
Minimum [Member] | |||||
Debt instrument interest rate | 0.50% | ||||
Debt conversion price per share | $ 0.100 | ||||
Volatility rate percentage | 204.00% | ||||
Maximum [Member] | |||||
Debt conversion price per share | $ 0.0721 | ||||
Volatility rate percentage | 313.00% |
Fair value of Financial Instr31
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Fair Value of Derivative Financial Liability Measured on Recurring Basis (Details) - USD ($) | Sep. 30, 2017 | Jul. 21, 2017 | Dec. 31, 2016 |
Embedded conversion derivative liability | $ 297,160 | ||
Warrant derivative liabilities | 71,317 | ||
Derivative liabilities | 368,477 | $ 27,582 | |
Fair Value, Inputs, Level 1 [Member] | |||
Embedded conversion derivative liability | |||
Warrant derivative liabilities | |||
Derivative liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Embedded conversion derivative liability | |||
Warrant derivative liabilities | |||
Derivative liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Embedded conversion derivative liability | 297,160 | ||
Warrant derivative liabilities | 71,317 | ||
Derivative liabilities | $ 368,477 |
Fair value of Financial Instr32
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Financial Instrument Fair Value on Recurring Basis Unobservable Inputs (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Investments, All Other Investments [Abstract] | |
Fair value of derivative liability begining balance | |
Fair value of derivative liability at issuance charged to debt discount | 179,798 |
Fair value of derivative liability at issuance charged to derivative loss | 8,464 |
Fair value of derivative liability at issuance reclassified from additional paid in capital | 380,518 |
Settlement of derivative liability due to conversion | (27,582) |
Unrealized derivative gain included in other expense | (172,721) |
Fair value of derivative liability ending balance | $ 368,477 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Sep. 26, 2017 | Jul. 25, 2017 | Jul. 21, 2017 | Jul. 21, 2017 | Jun. 08, 2017 | May 25, 2017 | May 15, 2017 | Apr. 03, 2017 | Mar. 03, 2017 | Jan. 15, 2017 | Jan. 09, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 08, 2017 | Feb. 08, 2017 | Dec. 31, 2016 | Nov. 14, 2016 | Aug. 15, 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 | 35,073,637 | 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) | $ (18,750) | |||||||||||||
Accrued interest | $ 2,192 | $ 2,192 | $ 1,753 | |||||||||||||||
Principal amount | $ 100,000 | $ 100,000 | ||||||||||||||||
Exchange of common shares | 1,481,040 | |||||||||||||||||
Debt instrument interest rate | 15.00% | 15.00% | 0.00% | |||||||||||||||
Derivative liability | $ 27,582 | $ 27,582 | $ 368,477 | |||||||||||||||
Number of shares issued | 3,000,000 | 300,000 | ||||||||||||||||
Common share issued value | $ 27,000 | |||||||||||||||||
Debt discount | $ 35,300 | 73,607 | ||||||||||||||||
Amortization of debt discount | $ 28,130 | $ 24,284 | 153,691 | |||||||||||||||
Change in fair value of derivative liability | 8,464 | |||||||||||||||||
Chris Bowers [Member] | ||||||||||||||||||
Line of credit | $ 50,000 | $ 500,000 | $ 500,000 | |||||||||||||||
Accrued interest | 4,537 | |||||||||||||||||
Debt conversion price per share | $ 0.10 | $ 0.10 | ||||||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||||||||
Debt discount | 11,016 | |||||||||||||||||
Amortization of debt discount | 24,284 | |||||||||||||||||
Fair value of warrants | $ 4,999 | |||||||||||||||||
Interest rate | 1.04% | |||||||||||||||||
Dividend yield | $ 0 | |||||||||||||||||
Expected volatility | 289.00% | |||||||||||||||||
Expected term | 3 years | |||||||||||||||||
Warrants expire date | Dec. 31, 2019 | |||||||||||||||||
Warrants [Member] | ||||||||||||||||||
Debt conversion price per share | $ 0.50 | |||||||||||||||||
Derivative liability | $ 71,317 | |||||||||||||||||
Number of warrants issued during the period | 100,000 | 1,000 | ||||||||||||||||
Fair value of warrants | $ 14,688 | |||||||||||||||||
Interest rate | 1.04% | |||||||||||||||||
Dividend yield | $ 0 | |||||||||||||||||
Expected volatility | 290.00% | |||||||||||||||||
Expected term | 3 years | |||||||||||||||||
Warrant exercise price | $ 10 | |||||||||||||||||
Warrants expire date | May 25, 2020 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Change in fair value of derivative liability | $ 56,343 | |||||||||||||||||
Warrants outstanding value | 127,660 | |||||||||||||||||
Convertible note [Member] | ||||||||||||||||||
Amortization of debt discount | $ 11,016 | |||||||||||||||||
H. E. Capital [Member] | ||||||||||||||||||
Line of credit | $ 30,000 | |||||||||||||||||
Accrued interest | $ 100,000 | |||||||||||||||||
Debt converted into shares | 1,300,000 | |||||||||||||||||
Debt conversion price per share | $ 0.10 | |||||||||||||||||
Smart Fuel Solutions, Inc. [Member] | ||||||||||||||||||
Exchange of common shares | 3,600,000 | |||||||||||||||||
Warrants outstanding | 3,143,000 | |||||||||||||||||
Fair value of warrants | $ 142,857 | |||||||||||||||||
Interest rate | 1.48% | |||||||||||||||||
Dividend yield | $ 0 | |||||||||||||||||
Expected volatility | 289.00% | |||||||||||||||||
Warrant exercise price | $ 0.10 | |||||||||||||||||
Warrant term | 3 years | |||||||||||||||||
Smart Fuel Solutions, Inc. [Member] | Warrants [Member] | ||||||||||||||||||
Warrants outstanding | 19,708,341 | |||||||||||||||||
Number of warrants issued during the period | 150,000 | |||||||||||||||||
Fair value of warrants | $ 142,857 | |||||||||||||||||
Interest rate | 1.48% | |||||||||||||||||
Dividend yield | $ 0 | |||||||||||||||||
Expected volatility | 289.00% | |||||||||||||||||
Expected term | 3 years | |||||||||||||||||
Warrant exercise price | $ 0.10 | |||||||||||||||||
Warrants expire date | Dec. 31, 2019 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 26, 2017 | Jul. 25, 2017 | Jun. 08, 2017 | Jan. 09, 2017 | Sep. 30, 2017 |
Number of shares issued | 3,000,000 | 300,000 | |||
Due to related party | $ 31,480 | ||||
Smart Fuel Solutions, Inc. [Member] | |||||
Warrants issued to purchase shares | 150,000 | ||||
Fair value of warrants | $ 142,857 | ||||
Interest rate | 1.48% | ||||
Dividend yield | $ 0 | ||||
Expected volatility | 289.00% | ||||
Warrant term | 3 years | ||||
Warrant exercise price | $ 0.10 | ||||
Warrant expiry date | Dec. 31, 2019 | ||||
Smart Fuel Solutions, Inc. [Member] | President, CEO and Board Member[Member] | |||||
Warrants issued to purchase shares | 50,000 | ||||
Fair value of warrants | $ 4,999 | ||||
Interest rate | 1.04% | ||||
Dividend yield | $ 0 | ||||
Expected volatility | 289.00% | ||||
Warrant term | 3 years | ||||
Warrant exercise price | $ 0.10 | ||||
Warrant expiry date | Dec. 31, 2019 | ||||
Black Lion Oil Ltd [Member] | |||||
Number of shares issued | 3,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 07, 2017 | Nov. 02, 2017 | Nov. 01, 2017 | Apr. 03, 2017 | Sep. 30, 2017 | Jul. 21, 2017 |
Debt instrument interest rate | 0.00% | 15.00% | ||||
H. E. Capital [Member] | ||||||
Debt conversion price per share | $ 0.10 | |||||
Debt converted into shares | 1,300,000 | |||||
Subsequent Event [Member] | ||||||
Amount received from lease agreement | $ 450,000 | |||||
Initial commitment, amount | $ 2,500,000 | |||||
Debt instrument interest rate | 8.00% | |||||
Proceeds from issuance of note | $ 75,000 | |||||
Debt conversion price per share | $ 0.05 | |||||
Debt converted into shares | 1,500,000 | |||||
Subsequent Event [Member] | H. E. Capital [Member] | ||||||
Debt conversion price per share | $ 0.10 | |||||
Debt converted into shares | 2,000,000 | |||||
Debt converted into shares, value | $ 200,000 |