Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 26, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GREEN ENVIROTECH HOLDINGS CORP. | ||
Entity Central Index Key | 1,428,765 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 2,188,185 | ||
Entity Common Stock, Shares Outstanding | 42,203,301 | ||
Trading Symbol | GETH | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 6,054 | $ 94,664 |
Deposits | 38,012 | |
Prepaid expenses | 5,812 | 177,169 |
Other current assets | 104,284 | 2,284 |
Total current assets | 116,150 | 312,129 |
PROPERTY PLANT AND EQUIPMENT | ||
Construction in Progress | 934,774 | 722,915 |
TOTAL ASSETS | 1,050,924 | 1,035,044 |
CURRENT LIABILITIES | ||
Accounts payable | 647,445 | 630,719 |
Accounts payable-related party | 25,720 | |
Accrued expenses | 2,089,895 | 382,715 |
Other current liabilities | 60,000 | |
Secured debentures payable | 305,000 | 305,000 |
Loan payable-related parties-convertible | 1,510,537 | 1,433,937 |
Loan Payable-other-convertible | 149,295 | 149,295 |
Loan payable-other-non-convertible | 663,000 | 170,000 |
Derivative liability | 511,237 | |
Total current liabilities | 5,962,129 | 3,071,666 |
Loan payable-other-convertible, long term | 73,845 | |
TOTAL LIABILITIES | 6,035,974 | 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, 40,126,655 and 28,517,597 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 40,127 | 28,518 |
Additional paid in capital | 21,604,141 | 20,799,102 |
Accumulated deficit | (26,629,318) | (22,818,208) |
Total Green Envirotech Holdings Corp. Stockholders' deficit | (4,985,050) | (1,990,588) |
Noncontrolling interest | (46,034) | |
Total stockholders' deficit | (4,985,050) | (2,036,622) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,050,924 | 1,035,044 |
Convertible Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding | ||
Redeemable Convertible Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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 | 40,126,655 | 28,517,597 |
Common stock, shares outstanding | 40,126,655 | 28,517,597 |
Convertible Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Redeemable Convertible Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING EXPENSES | ||
Wages and professional fees | $ 3,034,054 | $ 1,801,941 |
General and administrative | 307,037 | 265,057 |
Total operating expenses | 3,341,091 | 2,066,998 |
Total net loss from operating expenses | 3,341,091 | 2,066,998 |
OTHER INCOME (EXPENSE) | ||
Interest expense | (592,310) | (145,983) |
Loss on debt conversion | (67,282) | |
Change in fair value of derivative | (722) | |
Derivative reduction as a result of debt settlement | 62,919 | |
Total other expenses | (530,113) | (213,265) |
NET LOSS | (3,871,204) | (2,280,263) |
Loss attributable to noncontrolling interest | (60,094) | (57,408) |
Loss attributable to controlling interest | $ (3,811,110) | $ (2,222,855) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 32,099,678 | 24,871,369 |
NET LOSS PER COMMON SHARE-BASIC AND DILUTED: | $ (0.12) | $ (0.09) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total Green Envirotech Holdings Corp. Stockholders' Deficit [Member] | Noncontrolling Interests [Member] | Total |
Balance at Dec. 31, 2015 | $ 23,927 | $ 16,589,838 | $ (20,595,353) | $ (3,981,588) | $ (3,981,588) | ||
Balance, shares at Dec. 31, 2015 | 23,926,757 | ||||||
Common shares issued for services | $ 819 | 171,073 | 171,892 | (171,892) | |||
Common shares issued for services, shares | 818,636 | ||||||
Conversion of loans payable for common stock | $ 2,683 | 531,861 | 534,544 | 534,544 | |||
Conversion of loans payable for common stock, shares | 2,683,134 | ||||||
Conversion of accounts payable for common stock | $ 439 | 126,847 | 127,286 | 127,286 | |||
Conversion of accounts payable for common stock, shares | 439,070 | ||||||
Common shares issued for prepaid expenses | $ 650 | 187,785 | 188,435 | 188,435 | |||
Common shares issued for prepaid expenses, shares | 650,000 | ||||||
Debt discount from convertible loan payable | 105,600 | 105,600 | 105,600 | ||||
Warrants issued for services | 931,963 | 931,963 | 931,963 | ||||
Warrants issued to related party for accrued salary | 417,100 | 417,100 | 417,100 | ||||
Warrants issued to employees for accrued salary | 1,737,035 | 1,737,035 | 1,737,035 | ||||
Minority investment into Smart Fuel Solutions | 11,374 | 11,374 | |||||
Common shares issued as a result of Smart Fuel merger | $ 162,500 | ||||||
Common shares issued as a result of Smart Fuel merger, shares | 862,413 | ||||||
Net loss | (2,222,855) | (2,222,855) | (57,408) | $ (2,280,263) | |||
Balance at Dec. 31, 2016 | $ 28,518 | 20,799,102 | (22,818,208) | (1,990,588) | (46,034) | (2,036,622) | |
Balance, shares at Dec. 31, 2016 | 28,517,597 | ||||||
Common shares issued for services | $ 600 | 90,650 | 91,250 | $ (91,250) | |||
Common shares issued for services, shares | 600,000 | 600,000 | |||||
Conversion of loans payable for common stock | $ 6,281 | 500,911 | 507,192 | $ 507,192 | |||
Conversion of loans payable for common stock, shares | 6,281,040 | 6,281,040 | |||||
Conversion of accounts payable for common stock | |||||||
Debt discount from convertible loan payable | 35,300 | 35,300 | 35,300 | ||||
Warrants issued for services | 81,229 | 81,229 | 81,229 | ||||
Common shares issued as a result of Smart Fuel merger | $ 3,000 | 297,000 | 300,000 | $ 300,000 | |||
Common shares issued as a result of Smart Fuel merger, shares | 3,000,000 | 3,000,000 | |||||
Common shares issued as a commitment fee | $ 300 | 26,700 | 27,000 | $ 27,000 | |||
Common shares issued as a commitment fee, shares | 300,000 | 300,000 | |||||
Warrants issued for services - Related party | 592,313 | 592,313 | $ 592,313 | ||||
Warrants derivative liability | (127,660) | (127,660) | (127,660) | ||||
Derivative value from tainted convertible notes | (252,858) | (252,858) | (252,858) | ||||
Resolution of derivative liability due to conversion of notes to common stock | 27,582 | 27,582 | 27,582 | ||||
Common shares in dispute | $ 1,428 | 1,428 | 1,428 | ||||
Common shares in dispute, shares | 1,428,018 | ||||||
Minority Interest of Smart Fuel Solutions, Inc. | (466,128) | (466,128) | 106,128 | (360,000) | |||
Net loss | (3,811,110) | (3,811,110) | (60,094) | (3,871,204) | |||
Balance at Dec. 31, 2017 | $ 40,127 | $ 21,604,141 | $ (26,629,318) | $ (4,985,050) | $ (4,985,050) | ||
Balance, shares at Dec. 31, 2017 | 40,126,655 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,871,204) | $ (2,280,263) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 262,293 | 8,800 |
Loss on change in fair value of derivatives | 722 | |
Common stock issued for services | 91,250 | 171,892 |
Debt increase as a result of a consulting agreement | 60,000 | |
Derivative reduction as a result of debt settlement | (62,919) | |
Loss on debt conversion | 67,282 | |
Warrants issued for services | 81,229 | 783,011 |
Warrants issued for services-related party | 592,313 | 148,952 |
Disputed shares issued out of escrow | 1,428 | |
Change in assets and liabilities | ||
Decrease in deposits and other current assets | 209,369 | (17,604) |
Increase in accounts payable and accrued expenses | 1,856,674 | 187,123 |
Increase in accounts payable related party | (6,625) | |
Net cash used in operating activities | (838,845) | (877,432) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Construction in Progress | (177,245) | (262,980) |
Net cash used in investing activities | (177,245) | (262,980) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowing on line of credit - related party | 325,000 | |
Payments on due to related party | (28,620) | |
Proceeds from Convertible note - non-related party | 408,300 | |
Payments on Convertible note - Related Party | (270,200) | (53,500) |
Proceeds from non-Convertible note - Related Party | 493,000 | |
Principal payments on long term debt | 1,280,500 | |
Net cash provided by financing activities | 927,480 | 1,227,000 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (88,610) | 86,588 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 94,664 | 8,076 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,054 | 94,664 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest | 184,912 | 44,000 |
Income Taxes | ||
NON-CASH SUPPLEMENTAL INFORMATION: | ||
Accrued liability settled by note payable | 74,295 | |
Accrued liability assigned to related party convertible note | 76,060 | |
Debt assigned to a related party | (20,000) | |
Debt assigned to third party | 210,000 | |
Debt received from investment in Smart Fuel Solutions, Inc. | 134,000 | |
Warrants issued for Related party accrued salary | 417,100 | |
Warrants issued for Employees accrued salary | 1,737,035 | |
Net assets acquired in Smart Fuel Solutions after non-controlling interest | 53,710 | |
Conversion of loans payable to common stock | 405,000 | 365,013 |
Conversion of accrued interest to common stock | 102,192 | |
Conversion of accounts payable for common stock | 229,535 | |
Costs of minority shares purchased in SFS acquisition | 360,000 | |
Common shares issued for equity purchase agreement | 27,000 | |
Common shares issued for prepaid expenses | 188,435 | |
Common shares issued for SFS acquisition | 300,000 | |
Debenture issued for equity purchase agreement | 75,000 | |
Expenses paid by related party on behalf of the Company | 54,340 | |
Debt discount from convertible loan payable - BCF & OID | 58,650 | 105,600 |
Unpaid additions to property, plant and equipment | 34,614 | |
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 | $ 220,498 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION Green EnviroTech Holdings Corp. (“we”, “our”, the “Company”) was incorporated on June 26, 2007, under the name Wolfe Creek Mining, Inc. formed under the laws of the State of Delaware. On November 20, 2009, the Company completed a reverse merger transaction pursuant to which it acquired Green EnviroTech Corp., a Nevada corporation. Wolfe Creek Mining, Inc. up until November 20, 2009, was primarily engaged in the acquisition and exploration of mining properties. Green EnviroTech Corp was incorporated on October 6, 2008 and was engaged in plastics recovery. The financial statements included herein are the financials of Green EnviroTech Holdings Corp. and subsidiaries. Going Concern These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the year ended December 31, 2017, the Company had a net loss. The Company also had a working capital deficit and an accumulated deficit. Further losses are anticipated in the development of the Company’s business. These factors raise substantial doubt as to our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities when they come due from normal business operations. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. The continuation of the Company as a going concern is dependent upon the continued financial support from our shareholders and our ability to obtain necessary equity financing to continue toward funding our first operation. The Company has had very little operating history to date. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Besides generating revenues from proposed operations, the Company may need to raise additional funds to expand operations to the point at which it can achieve profitability. The terms of new debt or equity that may be raised may not be on terms acceptable to the Company. If it fails to raise adequate funds from unrelated third parties, its officers and directors may need to contribute additional funds to sustain operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary, Smart Fuel Solutions, Inc. (“SFS”, “Smart Fuel”, “Smart Fuel Solutions”) formed under the laws of the state of Florida. We acquired 82.5% of Smart Fuel Solutions, Inc. on September 28, 2016; please refer to Notes 10 and 11 for more detail. On June 30, 2017, SFS was dissolved and merged into the Company. On February 9, 2017, we established GETH CFP, Inc., a wholly owned subsidiary, formed in Delaware. This subsidiary will be our new carbon finishing plant located in Ohio. Intercompany balances and transactions were eliminated between the entities. Reclassifications Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. There were no material impacts to the financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We consider cash equivalents when purchased to be all highly liquid debt instruments and other short-term investments with maturity of three months or less. We maintain cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. We do not have any cash equivalents as of December 31, 2017 and 2016, respectively. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. Construction in progress is stated at cost, which includes the costs of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Interest on the borrowing related to construction is capitalized in accordance with ASC 835-20 Capitalization of Interest. As of December 31, 2017, construction in progress consists of engineering and design costs incurred on our first planned GEN 1 End of Life Tire Processing Plant and the cost of carbon equipment that is being refurbished for use in our carbon finishing plant. We acquired the carbon equipment as a result of the merger with SFS; please refer to Note 10 Acquisitions for more detail. The carbon plant was not operational during the year ended December 31, 2017. Since the carbon equipment was not in service, there was no depreciation taken. During the years ended December 31, 2017 and 2016, there were $8,044 and $980 interest capitalized, respectively. We had $934,774 in construction in progress as of December 31, 2017 and $722,915 as of December 31, 2016. Recoverability of Long-Lived Assets We will review long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on our ability to recover the carrying value of our long-lived assets from expected future cash flows from our operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Income Taxes We account for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. As of December 31, 2017, we have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal, California and Ohio as our “major” tax jurisdictions. Generally, we remain subject to Internal Revenue Service and California Franchise Tax Board examination of our 2010 through 2017 Tax Returns. We will file our first Ohio Corporate Franchise Tax Board return for the year ended December 31, 2017, in 2018. We have certain tax attribute carry forwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. (Loss) Per Share of Common Stock We follow ASC 260, Earnings per Share Stock-Based Awards ASC 718 Compensation – Stock Compensation We account for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. We measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. We estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statement of operations. The forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the fiscal periods ended December 31, 2017 and 2016, we estimated our forfeiture rate to be 0% based on the Company’s historical experience. There were no stock options granted to employees during the years ended December 31, 2017 and 2016. During the years ended December 31, 2017 and 2016, we granted common stock warrants to investors, lenders, consultants and certain officers as discussed in Note 3. The fair value of stock warrants issued in conjunction with the issuance of common stock is recorded against common stock as stock issuance cost. The fair value of stock warrants issued in conjunction with notes payable is recognized as a discount on the related debt and amortized to interest expense over the term to maturity. The fair value of stock-based awards to consultants, employees and directors is calculated using the Black-Scholes option pricing model in valuing options and warrants. The inputs for the valuation analysis of the options and warrants include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price and the risk free interest rate. As of December 31, 2017 and 2016 total unrecognized compensation expense related to non-vested share-based compensation arrangements was $0. Fair Value Measurements We have adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: ● Level 1 inputs: Quoted prices for identical instruments in active markets. ● Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 inputs: Instruments with primarily unobservable value drivers. Recently Issued Accounting Standards 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.” Related Party The Company follows ASC 850, “ Related Party Disclosures,” |
Loan Payable - Related Party an
Loan Payable - Related Party and Convertible | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loan Payable - Related Party and Convertible | NOTE 3- LOAN PAYABLE – RELATED PARTY AND CONVERTIBLE The Company has had a Line of Credit with H. E. Capital, S. A. since December 3, 2010. This Line of Credit accrues interest at the rate of 8% per annum and is convertible at $0.10 per share. The due date of the loan was extended to December 31, 2018. During the year ended December 31, 2017, H.E. Capital converted $230,000 of the debt into 2,300,000 common shares of the Company which H.E. Capital assigned 2,000,000 common shares directly to a third party. H.E. Capital also advanced to the Company $65,000. The Company paid $45,200 to H. E. Capital during 2017 to reduce debt. For the year ended December 31, 2016, H.E. Capital assigned $190,000 of its debt and advanced the Company $352,000. For other financial services H.E. Capital charged the Company $60,000. H. E. Capital converted $42,905 of its debt in 2016 for 720,721 common shares of the Company. During 2016, H. E. Capital reclassified $76,060 of accounts payable and accruals it acquired to the line of credit. The balance of the loan at December 31, 2017 was $286,537 with accrued interest in the amount of $59,743. During 2017, H.E. Capital converted $100,000 of its accrued interest into 1,000,000 of common shares of the Company. For the year ended December 31, 2016, H.E. Capital loan balance was $496,737 with accrued interest in the amount of $125,625. History of the H. E. Capital loans is as follows: December 31, 2017 December 31,2016 Beginning Balance $ 496,737 $ 241,582 Proceeds 65,000 352,000 Cash payments (45,200 ) — Reclassification from accounts payable & accruals — 76,060 Consulting fees — 60,000 Assignments — (190,000 ) Non-cash conversion (230,000 ) (42,905 ) Ending Balance $ 286,537 $ 496,737 On February 1, 2016, we issued an 8%, $134,000 Note Payable to our CEO Chris Bowers for funds received. The funds were used for working capital in Smart Fuel Solutions, Inc. (SFS). On September 28, 2016 when we acquired controlling interest in SFS (see Note 5) we assumed the note. The note is convertible at $0.50 per share. As of December 31, 2017 and 2016, the accrued interest on this note was $15,324 and $4,604 respectively. 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. This note has been extended until December 31, 2018. The note has conversion rights into our common shares at $0.10 per share. As of December 31, 2017, this note has a balance of $90,000 with accrued interest in the amount of $6,420. 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 which was amortized in full during the year ended December 31, 2017. 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. These two LOCs had an outstanding balance in the amount of $1,000,000 and $900,000 for the years ended December 31, 2017 and 2016, respectively. There was no accrued interest as of December 31, 2017 and 2016. 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, 2018. The funds were used for working capital of 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. These other rights are numbered below. (The second LOC has the same rights as that of the first LOC). The Company evaluated these convertible LOCs for Beneficial Conversion Features (BCF) and concluded that the second LOC incurred a Beneficial Conversion Features (BCF) when it was issued on November 14, 2016. The BCF resulted in a debt discount in the amount of $105,600 of which $96,800 was amortized for the year ended December 31, 2017 and $8,800 for the year ended December 31, 2016. 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. 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 the addendums under ASC 470-50 and concluded that these addendums did not qualify for debt modification. On May 18, 2016, the Company issued an eight percent (8%) Note Payable to Smart Fuel Solutions, Inc. for $53,500. This note was not convertible. These funds were used for working capital. This note was paid in full on June 2, 2016 from an increase in the line of credit from H. E. Capital, S.A. The Company analyzed the conversion options in the convertible loan payables for derivative accounting consideration under ASC 815, Derivative and Hedging, and determines that the transactions do qualify for derivative treatment. Please see Note 14. |
Loan Payable - Other - Non-conv
Loan Payable - Other - Non-convertible | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other - Non-convertible | NOTE 4- LOAN PAYABLE – OTHER – NON-CONVERTIBLE On November 15, 2012, we issued a promissory note to an individual in the amount of $170,000 at 8% interest. The note was extended to June 30, 2018. The Company used the funds to pay off the convertible notes held by Asher Enterprise, Inc. As of December 31, 2017 and 2016 the loan has an outstanding balance of $170,000 and accrued interest in the amount of $20,530 and $6,856 respectively. The accrued interest in the amount of $49,295 reported for the $170,000 on June 30, 2016 was converted into a new note dated July 1, 2016 with $0.50 per share conversion rights and accruing interest at 8%. This note is extended to June 30, 2018.The accrued interest on this new note on December 31, 2017 was $5,932 and was $1,988 on December 31, 2016. The $170,000 balance is not convertible; only the $49,295 note is convertible at $0.50 per share. See Note 5 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. We received our first advance on the commitment on October 6, 2017. As of December 31, 2017, we have an outstanding balance in the amount of $493,000 with accrued interest in the amount of $8,044. The interest accrues at 9.5% and is allocated to construction in progress. This is a revolving working capital line due in one year with two one year extensions. The remaining draw is in doubt and GETH is in final negotiations with other funding institutions to fill the gap in funding. |
Loan Payable - Other - Converti
Loan Payable - Other - Convertible | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other - Convertible | NOTE 5- LOAN PAYABLE – OTHER –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. The note bears interest at 8%, is convertible at $0.10 per share and is due on December 31, 2017. The note was extended to December 31, 2018. As of December 31, 2017 and 2016, the balance of this loan is $100,000 with accrued interest in the amount of $14,422 and $6,422 respectively. On July 1, 2016, we issued a convertible promissory note to an individual in the amount of $49,295 at 8% interest due on December 31, 2017. This note is convertible at $0.50 per share. This note has been extended to June 30, 2018. This note represents the accrued interest on the $170,000 note we owe the individual. This note was generated at their request. As of December 31, 2017 and 2016, this note had accrued interest in the amount of $5,932 and $1,988 respectively. 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 stock price. On July 21, 2017, the private company holding this note with its accrued interest in the amount of $2,192 exercised their right to convert the note 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. During the third quarter, it was determined this note had derivative discount in the amount of $28,130 which was amortized in the third quarter when the note was converted. On May 5, 2017, we received working capital funds in the amount of $77,500 from Auctus Fund LLC (“Auctus”). The note had an interest rate of 10% and was due February 5, 2018. This note was paid in full on November 3, 2017, and the derivative discount of $40,538 was fully amortized to interest expense during the year ended December 31, 2017. On May 16, 2017, we received working capital funds in the amount of $74,650 from EMA Financial LLC (“EMA”). The note was in the amount of $77,500 with an original issue discount (OID) in the amount of $2,850, had an interest rate of 10%, and was due May 1, 2018. This note was paid in full on November 10, 2017, and the derivative discount and OID totaling $51,480 was fully amortized to interest expense during the year ended December 31, 2017. On November 1, 2017, the Company issued an eight percent (8%) convertible note in the amount of $75,000. The note is convertible at $0.05 per share for the Company’s common stock. On November 7, 2017, the noteholder converted the note and the Company issued 1,500,000 shares as full settlement of the loan. The Company analyzed the conversion options in the convertible loan payables for derivative accounting consideration under ASC 815, Derivative and Hedging, and determined that the transactions did qualify for derivative treatment as indicated with the notes so effected. The Company then analyzed these convertible notes for Beneficial Conversion Features (BCF) and concluded there were no BCF on these loan payable convertible notes. Please see Note 14. |
Secured Debentures
Secured Debentures | 12 Months Ended |
Dec. 31, 2017 | |
Secured Debt [Abstract] | |
Secured Debentures | NOTE 6- SECURED DEBENTURES On January 24, 2011, the Company entered into a series of securities purchase agreements with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of $380,000 in 12% secured debentures (the “Debentures”). The Debentures were initially due at the earlier of 6 months from the date of issuance or upon the Company receiving gross proceeds from subsequent financings in the aggregate amount of $1,000,000. The Debentures bear interest at the rate of 12% per annum, payable upon maturity. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between the Company and the Investors. As a result of the 1 for 100 reverse common stock split on March 27, 2013, the warrants issued to Legend Securities, Inc. are exercisable for 190 common shares at a price of $40.00 per share. These warrants expired during the year ended December 31, 2016. On February 2, 2012, the Company issued 10,001 shares of common stock valued at $30,000 to the Secured Debenture Holders for extending the maturity date of the debentures to September 24, 2012. The Company by direction of Legend Securities, Inc. also issued to the holders of the Secured Debentures five-year warrants to purchase 100,000 shares of common stock at an exercise price of $0.10 per share. The warrants were issued to the holders of the Secured Debentures simultaneously with the issuance of the above mentioned stock and were valued at $2,998. As a result of the 1 for 100 reverse common stock split on March 27, 2013, these warrants are exercisable for 1,000 common shares at a price of $10.00 per share. These warrants expired on February 2, 2017. The balance of these Debentures on December 31, 2017 and 2016 was $305,000. The accrued interest for the years ended December 31, 2017 and 2016 was $274,328 and $237,220 respectively. The Debentures are currently past due. |
Loans Payable - Other - Convert
Loans Payable - Other - Convertible - Long Term | 12 Months Ended |
Dec. 31, 2017 | |
Loans Payable - Other - Convertible - Long Term | |
Loans Payable - Other - Convertible - Long Term | NOTE 7- LOAN PAYABLE – OTHER –CONVERTIBLE –LONG TERM 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. 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. During the third quarter, it was determined this note had derivative discount in the amount of $75,000 of which $6,439 was amortized leaving a balance of $68,561 as of December 31, 2017. On July 27, 2017, we received a $75,000 installment 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 December 31, 2017, $625 had been amortized with a remaining OID in the amount of $11,875. 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 $26,492 of which $2,263 was amortized leaving a balance of $24,229 at December 31, 2017. See Note 14. On November 28, 2017, we received a $50,000 installment 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 $50,000 non-interest bearing debenture maturing on November 27, 2020. The debenture had an OID (original issue discount) in the amount of $8,000. As of December 31, 2017, $222 had been amortized with a remaining OID in the amount of $7,778. 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 $14,208 of which $496 was amortized in 2017 leaving a balance of $13,712 at December 31, 2017. See Note 14. These debentures total $200,000 and reflect a net original issue discount (OID) in the amount of $19,653 and a net derivative discount in the amount of $106,502. The net of the debentures and the OID with the derivative discount as shown on the balance sheet is $73,845. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 8- STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has 25,000,000 preferred shares of $0.001 par value stock authorized. The Company has no preferred stock issued and outstanding. However, please see Note 15 Subsequent Events. Common Stock The Company has 250,000,000 common shares of $0.001 par value stock authorized. On December 31, 2017, we had 40,126,655 common shares outstanding as compared to 28,517,597 common shares outstanding on December 31, 2016. Warrants The Company uses a Black-Scholes pricing model in valuing options and warrants. The inputs for the valuation analysis of the options and warrants include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price and the risk free interest rate. As of December 31, 2017 and 2016 total unrecognized compensation expense related to non-vested share-based compensation arrangements was $0. The key inputs in determining grant date fair value are as follows: Weighted Average Warrants Exercise Price Outstanding - December 31, 2015 5,404,861 $ 0.10 Expired-Jan 24, 2016 (2,090 ) $ 24.16 Granted-Feb 1, 2016 1,500,000 $ 0.10 Expired-Aug 1, 2016 (1,429 ) $ 24.16 Granted-Aug 1, 216 4,675,000 $ 0.10 Granted-Aug 28, 2016 1,860,000 $ 0.10 Granted-Aug 31, 2016 600,000 $ 0.10 Granted-Sept 2, 2016 1,380,000 $ 0.10 Granted-Sept 28, 2016 2,493,000 $ 0.10 Granted-Oct 7, 2016 1,000,000 $ 0.10 Granted-Nov 15, 2016 50,000 $ 0.50 Exercisable as of December 31, 2016 18,959,342 $ 0.10 Outstanding - December 31, 2016 18,959,342 $ 0.10 Expired-Feb 9, 2017 (1,000 ) $ 0.10 Granted-Jan 9, 2017 600,000 $ 0.10 Granted-May 25, 2017 100,000 $ 0.50 Granted-Jun 8, 2017 50,000 $ 0.10 Granted-Dec 13, 2017 4,650,000 $ 0.10 Exercisable as of December 31, 2017 24,358,342 $ 0.10 Outstanding - December 31, 2017 24,358,342 $ 0.10 The weighted average remaining life of the outstanding common stock warrants as of December 31, 2017 and 2016 was 2.89 given the extension of the term and 2.92 years. The aggregate intrinsic value of the outstanding common stock warrants as of December 31, 2017 and 2016 was $88,045 and $2,713,758 respectively. Stock and Warrant issues during the year ended December 31, 2016: Stock Issues: ● we issued 1,000,000 common shares in July at $0.10 a share to settle a note in the amount of $100,000. There was a loss of $50,000 on this conversion. ● we issued 820,721 common shares in August to settle $52,905 of debt including which, 720,721 shares were issued to a related party H.E. Capital. There was a loss of $76,870 on the conversion. ● we issued 125,000 common shares in August for consulting services valued at $18,750. ● we issued 439,070 common shares in December to convert $229,535 of accounts payable. There was a gain of $102,249 on the transactions. ● we issued 693,636 common shares during October 2016-December 2016 for consulting services valued at $153,143. ● we issued 650,000 common shares in December for future consulting services valued at $188,435 and recorded as prepaid expenses which has been fully amortized. ● we issued 862,413 common shares in December to settle $162,500 of debt and $49,608 of accrued interest. There was a loss of $42,661 on the conversion. Warrant Issues: ● we issued 1,500,000 common stock warrants in February for services rendered valued at $30,000 by the Black-Sholes method. These warrants were fully vested and have an exercise price of $0.10 per share, and expire on February 1, 2021. ● we had 3,519 common stock warrants expire in July 2016. ● we issued an aggregate of 3,675,000 common stock warrants in August including which 2,000,000 warrants were issued to Chris Bowers, the current CEO, for providing lines of credit and for services rendered and 1,500,000 warrants were issued to other related parties; HE Capital received 1,250,000 warrants for services rendered and Wayne Leggett received 250,000 warrants for services rendered. The rest of the warrants were also issued to entities for services rendered. All of the warrants issued were valued at $584,289 by the Black-Sholes method. All of these warrants were fully vested. 3,625,000 of these warrants have an exercise price of $0.10 per share, and expire on December 31, 2019. 50,000 of these warrants have an exercise price of $0.50 per share, and expire on August 15, 2019. ● we issued 1,000,000 common stock warrants in August to Gary DeLaurentiis, our former CEO and a related party, for his service as a director in 2016. These warrants were valued at $148,952 by the Black-Sholes method. These warrants were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2019. ● we issued an aggregate of 3,840,000 common stock warrants during August and September to a total of five current and former employees settle $2,154,135 in accrued and unpaid salary. This included 600,000 warrants to Gary DeLaurentiis for $417,100 in accrued and unpaid salary. These warrants were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2019. ● we issued 1,050,000 common stock warrants in October and November for services rendered valued at $168,722 by the Black-Sholes method. 50,000 of these warrants were fully vested when issued and have an exercise price of $0.50 per warrant expiring on November 15, 2019. The remaining warrants in the amount of 1,000,000 were fully vested when issued and have an exercise price of $0.10 per warrant expiring on December 31, 2019. Stock and Warrant issues during the year ended December 31, 2017: Stock Issues: ● we issued 100,000 common shares in January for consulting services valued at $20,000. ● we issued 1,300,000 common shares in April to H. E. Capital, a related party, to settle $30,000 of their line of credit debt and $100,000 of accrued interest due them. ● we issued 375,000 common shares in May for consulting services valued at $63,750. ● we issued 300,000 common shares in July valued at $27,000 as a commitment fee in connection with the equity purchase agreement with Peak One. See Note 7. ● we issued 1,481,040 common shares in July to settle $100,000 of debt and $2,192 of accrued interest due them. ● we issued 3,000,000 common shares in September valued at $300,000 to Black Lion Oil Ltd in connection with the acquisition of the minority interest in SFS. ● we issued 2,000,000 common shares in October to H. E. Capital, a related party, to settle $200,000 of their line of credit debt. ● we issued 1,500,000 common shares in November to convert $75,000 of debt. ● we issued 125,000 common shares in December for consulting services valued at $7,500. ● In December, despite our objection, 1,428,018 shares of common stock that were held as security against default were delivered out of escrow to one of our lenders after the lender was paid in full. We have placed stop transfer instructions on those shares with the transfer agent and requested the shares be returned. Warrant Issues: ● we issued 100,000 common stock warrants in May for services rendered valued at $14,608. These warrants were fully vested and have an exercise price of $0.50 per share, and expire on May 25, 2020. ● we issued a total of 650,000 common stock warrants to the board of directors of SFS. A total of 600,000 warrants were issued in January and 50,000 in June. Chris Bowers, a related party and SFS chairman, received 200,000 warrants, Gary DeLaurentiis, a related party, received 150,000 warrants as well as the other two board members received 150,000 warrants each. These warrants were valued at $147,199 These warrants were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2020. ● we issued an aggregate of 4,650,000 common stock warrants in December in which 3,250,000 of these warrants were issued to Chris Bowers, our CEO, for providing lines of credit and for services rendered as our CEO and board member; 300,000 warrants were issued to Gary DeLaurentiis, our chairman; two other board members received 50,000 warrants each; four others received 250,000 warrants each for services rendered. The warrants issued were valued at $481,112. All of these warrants were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2020. ● We approved on December 13, 2017 the extension of the expiration date of all common stock warrants issued to employees. The new expiration date for these warrants and any new issue of common stock warrants will now expire on December 31, 2020. The incremental value as a result of the modification of the term of existing warrants amounting to $30,623 was charged to expense during the year ended December 31, 2017. A recap of our common shares issued during the year ended December 31, 2017; we issued 600,000 common shares for services rendered valued at $91,250, we issued 6,281,040 common shares to convert $405,000 of debt and $102,192 of accrued interest. We issued 300,000 common shares valued at $27,000 as a commitment fee. We also issued 3,000,000 common shares valued at $300,000 as a result of the acquisition of the minority interest in SFS. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 - Related Party Transactions On August 1, 2016, we issued warrants valued at $148,952 to purchase 1,000,000 shares of the Company’s common stock to our then CEO for his service as a director in 2016. On August 1, 2016, we issued warrants valued at $300,000 to purchase 2,000,000 shares of the Company’s common stock to Chris Bowers our CEO for providing the credit line and services rendered as a financial consultant. Chris Bowers became our CEO and board member on December 12, 2016. On August 31, 2016, we issued warrants to purchase 600,000 shares of the Company’s common stock to Gary DeLaurentiis, our then CEO for him converting $417,100 of his accrued salary. The warrants had a fair value of $59,266. The Company recorded the gain on conversion of $357,734 as additional paid in capital. On September 30, 2016, we were carrying in accounts payable $917 payable to our CEO for business expenses. The payable was paid in full during the fourth quarter ended December 31, 2016. For the year ended December 31, 2016, we have issued 1,250,000 warrants to related parties for services valued at $187,500. 2,000,000 warrants were issued to our CEO for loans to the Company and for services as a financial consultant valued at $300,000. We also issued 3,240,000 warrants to convert $1,737,032 in accrued salaries to former and current employees. The fair value was $393,505, the Company recorded a gain on settlement of $1,351,502 the gain was recognized as additional paid in capital. In January and June 2017, we issued a total of 650,000 common stock warrants to the board of directors of SFS. Chris Bowers, our CEO & SFS CEO and board member received 200,000 warrants, and Gary DeLaurentiis, our chairman and SFS board member, received 150,000 warrants. These warrants were valued at $76,607. These warrants were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2020. On April 3, 2017, we issued 1,300,000 common shares to H. E. Capital to settle $30,000 of their line of credit debt and $100,000 of accrued interest due them. On October 9, 2017, we issued 2,000,000 common shares to H. E. Capital to settle $200,000 of their line of credit debt. On December 13, 2017, we issued 3,600,000 common stock warrants as follows, 3,250,000 of these warrants were issued to Chris Bowers, our CEO, for providing lines of credit and for services rendered as our CEO and board member; 300,000 warrants were issued to Gary DeLaurentiis, our chairman; we also issued to Chris Smith 50,000 for services as a board member. These warrants were valued at $372,473 and were fully vested and have an exercise price of $0.10 per share, and expire on December 31, 2020. For the year ended, December 31, 2017, the Company owed our CEO $25,720 in accounts payable. The Company’s offices are currently located at 14699 Holman Mtn Rd, Jamestown, CA 95327. The space is provided by the Chairman of the Company at no cost. |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Asset Acquisition | Note 10 - Asset Acquisition On September 28, 2016 we received 17,000,000 shares of common stock of Smart Fuel Solutions, Inc. (Smart Fuel Solutions), a Florida Corporation formed on November 20, 2015. We received the shares in exchange for providing technology for use in the US and $53,710 decrease in Smart Fuel liability to us. Our affiliate, Black Lion Oil Limited, received 3,000,000 shares of Smart Fuel on the same date for granting licenses to use the Green EnviroTech technology in countries outside the US. Smart Fuel Solutions also issued on September 28, 2016, 600,000 shares to an individual for an equity injection of $200,000. Smart Fuel Solutions is a staffed service corporation working with the Company to undertake operational responsibilities, research and development, engineering, and development of operational facilities. Smart Fuel Solutions will provide the staffing, maintenance and management of the facilities. Smart Fuel Solutions will also secure feedstock for, and sell the end products from, the Processing Plants and Finishing Plants. On September 28, 2016 we received our shares from Smart Fuel Solutions which represents the majority of the outstanding shares of Smart Fuel Solutions. The Company valued each of the assets acquired (cash, accounts receivable, and property, plant and equipment) and liabilities assumed (accounts payable and accruals and notes payable) at their cost as of the acquisition date. The acquisition was considered that of assets under FASB ASC 805-50. Since Smart Fuel Solutions was not considered a business under ASC 805 at the date of acquisition. The Company acquired the following assets and assumed the following liabilities in the acquisition of Smart Fuel Solutions, Inc.: Cash $ 40,671 Deposits 5,000 Other assets-carbon equipment 459,935 Accounts payable and accrued expenses (40,761 ) Due to related party: Green EnviroTech Holdings Corp. (265,761 ) Note Payable (134,000 ) Total Net Assets (Liabilities) before non-controlling interest $ 65,084 Less: non-controlling interest $ 11,374 Decrease of Smart Fuel’s liability to Green EnviroTech $ 53,710 As on September 28, 2016, the date of the Company’s acquisition of its interest in Smart Fuel Solutions, Inc. (Smart Fuel), it was determined the acquisition of the Smart Fuel met the criteria for the acquisition of assets under FASB ASC 805-50. Therefore, we recorded the acquisition as the purchase of equipment. |
Acquisition of Minority Interes
Acquisition of Minority Interest in Smart Fuel Solutions, Inc. | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition of Minority Interest in Smart Fuel Solutions, Inc. | Note 11 - Acquisition of Minority Interest in Smart Fuel Solutions, Inc. Effective June 30, 2017, we merged Smart Fuel Solutions, Inc. 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 December 31, 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. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 12- Provision for income taxes Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Availability of loss usage is also subject to audit by the Internal Revenue Service (IRS). The IRS, when they do audits, normally go back three years, but this can be extended three more years if it can be proven income was understated by 25% or more. Years from 2010 through 2017 remain subject to review by the IRS. The 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. For net operating losses (NOLs) arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all NOLs arising in a tax year ending after 2017 and instead would permit all such NOLs to be carried forward indefinitely. The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2017 and 2016: Deferred Tax Assets: 2017 2016 NOL Carryover Tax Advantage $ 2,600,452 $ 3,792,000 Valuation allowance (2,600,452 ) (3,792,000 ) $ - $ - At December 31, 2017, the Company had a net operating loss carry forward in the amount of approximately $12,383,000 available to offset future taxable income through 2037. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 13- COMMITMENTS 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 drawn $493,000 from READS which has been used in part to refurbish used equipment. The remaining draw is in doubt and GETH is in final negotiations with other funding institutions to fill the gap in funding. 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 and to date we have drawn $493,000 from READS which has been used in part to refurbish used equipment. The remaining draw is in doubt and GETH is in final negotiations with other funding institutions to fill the gap in funding. 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. During 2013, the Company entered into an agreement with Black Lion Oil Limited (Black Lion) whose primary focus is on emerging energy technology with broad applications. Under the agreement, the Company granted to Black Lion exclusive rights to the “waste to oil” process in specific territories outside of the United States. In return Black Lion paid $100,000 in cash to the Company as a fee. The original agreement provided for us to receive a 10% royalty which was later amended to receive 5% on gross revenues with any plant associated with Black Lion. The Company used the fee for working capital. As of December 31, 2017, Black Lion has not opened its first plant. The Company on September 30, 2014 settled a claim in New York courts from a vendor for unpaid fees, MicroCap vs Green EnviroTech, by agreeing to deliver 25,000 shares a month for six months to the plaintiff. All the shares were delivered. On or about June 18, 2015, Microcap asked the court for a judgment alleging a default of the stipulation of settlement. Microcap’s position was that what was delivered was unsellable as the Company had not made timely filings of its Securities and Exchange Commission filings. Presently, the Company is current with all of its filings with the SEC. The Company filed a Statement in opposition on June 23, 2015. On June 29, 2015, the Court entered a judgment in the amount of $42,111 in favor of Microcap. The Company recorded the judgment as a liability as of December 31, 2016. This judgement was settled in full during the year ended December 31, 2017. On July 14, 2016, we received the Process Certification for our GEN 1 End of Life Tire Processing Solution from BHP Engineering & Construction, L.P. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments and Derivative Liabilities | Note 14 – 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. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The carrying amount of the Company’s long-term debt approximates fair value based upon its determined derivative discounts. The notes totaled $200,000 with net discounts in the amount of $126,155. 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 December 31, 2017: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 378,221 $ - $ - $ 378,221 Warrant derivative liabilities $ 133,016 $ - $ - $ 133,016 Total $ 511,237 $ - $ - $ 511,237 The embedded conversion feature in the convertible debt instruments that the Company issued (See Notes 5 & 7), that became convertible during the third quarter, qualified them as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. This convertible note 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 Company recorded debt discounts of $228,962. This was due to the derivative liabilities recognition in relation with its convertible notes with variable conversion formulas. These notes qualified for conversion in the third quarter. There was no such derivative recognition for the year ended December 31, 2016. The Company recorded amortization of these discounts of $120,057 for the year ended December 31, 2017. 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 December 31, 2017. ● The stock price of $ 0.0721 $0.1100 ● An event of default adjusting the interest rate would occur 0% 0.50% 5% ● 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 170 287 ● The company would redeem the notes (with the corresponding penalty) projected initially at 0% 1.0% 5.0% ● 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 0days) 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 and a derivative liability of $473,356 for the fair value of the convertible feature included in the Company’s convertible debt instruments with a corresponding charge to debt discount of $220,498 and additional paid in capital of $380,518. The derivative liability recorded for the convertible feature created a debt discount of $228,962 which is being amortized over the remaining term of the note using the effective interest rate method, and is classified as convertible debt on the balance sheet. Interest expense related to the amortization of this debt discount for the year ended December 31, 2017, was $126,496. The remaining unamortized debt discount related to the derivative liability was $106,502 as of December 31, 2017. The Company recorded the change in the fair value of the derivative liability as a loss of $722 to reflect the value of the derivative liability for warrants and convertible notes as $511,236 as of December 31, 2017. The Company also recorded a reclassification from derivative liability to equity of $27,582 for the conversions of a portion of the Company’s convertible notes and $62,919 for the payoff of two 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 220,498 Fair value of derivative liability at issuance reclassified from additional paid in capital 380,518 Settlement of derivative liability due to debt paid (62,919) Settlement of derivative liability due to conversion (27,582) Unrealized derivative loss included in other expense 722 Balance at December 31, 2017 $ 511,237 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 SUBSEQUENT EVENTS On January 29, 2018, we hired Mr. Hernan Rizo, former CFO for READS, as our Interim Chief Financial Officer as a consultant. Compensation is $15,000 monthly. On February 16, 2018, Peak One exercised its right to convert $15,000 of its $75,000 debenture for 488,281 shares of the Company’s common stock leaving a balance owed of $60,000. See Note 7 On March 6, 2018, Peak One exercised its right to convert $15,000 of the remaining balance of $60,000 of its debenture for 531,914 shares of the Company’s common stock leaving a balance of $45,000. See Note 7 On March 8, 2018, we filed with the state of Delaware, Division of Corporations, a Certificate of Designations of Preferences, Rights and Limitations for 300,000 shares of a Series B Convertible Preferred Stock. The Certificate of Designations was approved by Division of Corporations. These Series B Convertible Preferred shares are senior to Common Shareholders in reference to liquidation dividends and is junior to the Series A Convertible Preferred shares. The Series B Convertible Preferred Shares have an annual 12% dividend and have no voting rights. The redemption options for these shares are 105% for the first 30 days, 110% for the first 60 days, 115% for the first 90 days, 120% for the first 120 days, 125% for the first 150 days and 130% for the first 180 days, then after no redemption rights. Twelve months from the issue date, the Company has a “mandatory redemption date” to redeem the outstanding shares not converted. The shares have conversion rights to convert at 75% of the average of the two lowest common stock prices ten days before the date of conversion. On March 13, 2018, we received $78,000 from Geneva Roth Remark Holdings in return for 85,800 shares of our new Series B Convertible Preferred Stock. We paid $3,000 in fees. On March 20, 2018, we issued 250,000 shares of common stock to settle $5,000 of vendor debt. On March 23, 2018, Peak One exercised its right to convert $15,000 of the remaining balance of $45,000 of its debenture for 806,451 shares of the Company’s common stock leaving a balance of $30,000. See Note 7 On March 27, 2018, our CEO, Secretary and Treasurer and four managers, agreed to waive payment of their accrued salaries that were outstanding as of December 31, 2017. During the first quarter of 2018, we received from our CEO $75,100 from a line of credit and we paid back $29,000 of the line of credit. On April 9, 2018, we signed a Financing and Development agreement with National Standard Environmental LLC (NAT-Enviro), an affiliate company of National Standard Finance. This agreement provides the foundation for financing and building processing plants in the US and abroad. The GETH team and NAT-Enviro will work together over the next 90 days to confirm the financing structure for our first three projects in the US. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary, Smart Fuel Solutions, Inc. (“SFS”, “Smart Fuel”, “Smart Fuel Solutions”) formed under the laws of the state of Florida. We acquired 82.5% of Smart Fuel Solutions, Inc. on September 28, 2016; please refer to Notes 10 and 11 for more detail. On June 30, 2017, SFS was dissolved and merged into the Company. On February 9, 2017, we established GETH CFP, Inc., a wholly owned subsidiary, formed in Delaware. This subsidiary will be our new carbon finishing plant located in Ohio. Intercompany balances and transactions were eliminated between the entities. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation. There were no material impacts to the financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider cash equivalents when purchased to be all highly liquid debt instruments and other short-term investments with maturity of three months or less. We maintain cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. We do not have any cash equivalents as of December 31, 2017 and 2016, respectively. |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. Construction in progress is stated at cost, which includes the costs of construction and other direct costs attributable to the construction. No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and put into use. Interest on the borrowing related to construction is capitalized in accordance with ASC 835-20 Capitalization of Interest. As of December 31, 2017, construction in progress consists of engineering and design costs incurred on our first planned GEN 1 End of Life Tire Processing Plant and the cost of carbon equipment that is being refurbished for use in our carbon finishing plant. We acquired the carbon equipment as a result of the merger with SFS; please refer to Note 10 Acquisitions for more detail. The carbon plant was not operational during the year ended December 31, 2017. Since the carbon equipment was not in service, there was no depreciation taken. During the years ended December 31, 2017 and 2016, there were $8,044 and $980 interest capitalized, respectively. We had $934,774 in construction in progress as of December 31, 2017 and $722,915 as of December 31, 2016. |
Recoverability of Long-lived Assets | Recoverability of Long-Lived Assets We will review long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on our ability to recover the carrying value of our long-lived assets from expected future cash flows from our operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. |
Income Taxes | Income Taxes We account for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes A valuation allowance is established when, based on an evaluation of objective verifiable evidence, it is more likely than not that some portion or all of deferred tax assets will not be realized. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. As of December 31, 2017, we have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal, California and Ohio as our “major” tax jurisdictions. Generally, we remain subject to Internal Revenue Service and California Franchise Tax Board examination of our 2010 through 2017 Tax Returns. We will file our first Ohio Corporate Franchise Tax Board return for the year ended December 31, 2017, in 2018. We have certain tax attribute carry forwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. |
(Loss) Per Share of Common Stock | (Loss) Per Share of Common Stock We follow ASC 260, Earnings per Share |
Stock-based Awards | Stock-Based Awards ASC 718 Compensation – Stock Compensation We account for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. We measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. We estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statement of operations. The forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the fiscal periods ended December 31, 2017 and 2016, we estimated our forfeiture rate to be 0% based on the Company’s historical experience. There were no stock options granted to employees during the years ended December 31, 2017 and 2016. During the years ended December 31, 2017 and 2016, we granted common stock warrants to investors, lenders, consultants and certain officers as discussed in Note 3. The fair value of stock warrants issued in conjunction with the issuance of common stock is recorded against common stock as stock issuance cost. The fair value of stock warrants issued in conjunction with notes payable is recognized as a discount on the related debt and amortized to interest expense over the term to maturity. The fair value of stock-based awards to consultants, employees and directors is calculated using the Black-Scholes option pricing model in valuing options and warrants. The inputs for the valuation analysis of the options and warrants include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price and the risk free interest rate. As of December 31, 2017 and 2016 total unrecognized compensation expense related to non-vested share-based compensation arrangements was $0. |
Fair Value Measurements | Fair Value Measurements We have adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: ● Level 1 inputs: Quoted prices for identical instruments in active markets. ● Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 inputs: Instruments with primarily unobservable value drivers. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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.” |
Related Party | Related Party The Company follows ASC 850, “ Related Party Disclosures,” |
Loan Payable - Related Party 23
Loan Payable - Related Party and Convertible (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of H E Capital Loans Activity | History of the H. E. Capital loans is as follows: December 31, 2017 December 31,2016 Beginning Balance $ 496,737 $ 241,582 Proceeds 65,000 352,000 Cash payments (45,200 ) — Reclassification from accounts payable & accruals — 76,060 Consulting fees — 60,000 Assignments — (190,000 ) Non-cash conversion (230,000 ) (42,905 ) Ending Balance $ 286,537 $ 496,737 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Warrants | The key inputs in determining grant date fair value are as follows: Weighted Average Warrants Exercise Price Outstanding - December 31, 2015 5,404,861 $ 0.10 Expired-Jan 24, 2016 (2,090 ) $ 24.16 Granted-Feb 1, 2016 1,500,000 $ 0.10 Expired-Aug 1, 2016 (1,429 ) $ 24.16 Granted-Aug 1, 216 4,675,000 $ 0.10 Granted-Aug 28, 2016 1,860,000 $ 0.10 Granted-Aug 31, 2016 600,000 $ 0.10 Granted-Sept 2, 2016 1,380,000 $ 0.10 Granted-Sept 28, 2016 2,493,000 $ 0.10 Granted-Oct 7, 2016 1,000,000 $ 0.10 Granted-Nov 15, 2016 50,000 $ 0.50 Exercisable as of December 31, 2016 18,959,342 $ 0.10 Outstanding - December 31, 2016 18,959,342 $ 0.10 Expired-Feb 9, 2017 (1,000 ) $ 0.10 Granted-Jan 9, 2017 600,000 $ 0.10 Granted-May 25, 2017 100,000 $ 0.50 Granted-Jun 8, 2017 50,000 $ 0.10 Granted-Dec 13, 2017 4,650,000 $ 0.10 Exercisable as of December 31, 2017 24,358,342 $ 0.10 Outstanding - December 31, 2017 24,358,342 $ 0.10 |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The Company acquired the following assets and assumed the following liabilities in the acquisition of Smart Fuel Solutions, Inc.: Cash $ 40,671 Deposits 5,000 Other assets-carbon equipment 459,935 Accounts payable and accrued expenses (40,761 ) Due to related party: Green EnviroTech Holdings Corp. (265,761 ) Note Payable (134,000 ) Total Net Assets (Liabilities) before non-controlling interest $ 65,084 Less: non-controlling interest $ 11,374 Decrease of Smart Fuel’s liability to Green EnviroTech $ 53,710 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2017 and 2016: Deferred Tax Assets: 2017 2016 NOL Carryover Tax Advantage $ 2,600,452 $ 3,792,000 Valuation allowance (2,600,452 ) (3,792,000 ) $ - $ - |
Fair Value of Financial Instr27
Fair Value of Financial Instruments and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 balance sheets on a recurring basis, and their level within the fair value hierarchy as of December 31, 2017: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 378,221 $ - $ - $ 378,221 Warrant derivative liabilities $ 133,016 $ - $ - $ 133,016 Total $ 511,237 $ - $ - $ 511,237 |
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 220,498 Fair value of derivative liability at issuance reclassified from additional paid in capital 380,518 Settlement of derivative liability due to debt paid (62,919) Settlement of derivative liability due to conversion (27,582) Unrealized derivative loss included in other expense 722 Balance at December 31, 2017 $ 511,237 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 13, 2017 | Nov. 01, 2017 | Mar. 03, 2017 | Sep. 28, 2016 | |
Interest capitalized | $ 8,044 | $ 980 | ||||
Construction in progress | $ 934,774 | $ 722,915 | ||||
Tax benefit that is greater than percentage | The largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement | |||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | ||||
Convertible debt to related parties | $ 1,510,537 | |||||
Convertible debt | $ 149,295 | |||||
Conversion price | $ 0.05 | |||||
Debt instrument face amount | $ 75,000 | |||||
Estimated forfeiture rate | 0.00% | 0.00% | ||||
Unrecognized compensation expenses | $ 0 | $ 0 | ||||
Chris Bowers [Member] | ||||||
Convertible debt | $ 90,000 | |||||
Conversion price | $ 0.10 | |||||
Convertible Debt One [Member] | ||||||
Convertible debt | $ 1,000,000 | |||||
Conversion price | $ 0.20 | |||||
Convertible Debt Two [Member] | Chris Bowers [Member] | ||||||
Convertible debt | $ 134,000 | |||||
Conversion price | $ 0.50 | |||||
Convertible Debt Three[Member] | ||||||
Convertible debt | $ 376,537 | |||||
Conversion price | $ 0.10 | |||||
Convertible Debt Four[Member] | ||||||
Convertible debt | $ 100,000 | |||||
Conversion price | $ 0.10 | |||||
Convertible Debt Five [Member] | ||||||
Convertible debt | $ 49,295 | |||||
Conversion price | $ 0.50 | |||||
Three Year Convertible Long Term Debt [Member] | ||||||
Convertible long-term debentures | $ 73,845 | |||||
Convertible Debt [Member] | ||||||
Convertible debt | 200,000 | |||||
Debt instrument original issue discount | 14,653 | |||||
Debt derivative discount | $ 111,502 | |||||
Debt instrument description | 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 expected conversion. One of these three long-term convertible debenture has a conversion rate 90% of the lowest bid price for 20 trading days before conversion. | |||||
Conversion price percentage | 90.00% | |||||
Warrants [Member] | ||||||
Common stock warrants outstanding | 24,358,341 | 18,959,341 | ||||
Warrants One [Member] | ||||||
Common stock warrants outstanding | 1,750,341 | |||||
Warrant rights exercise price | $ 0.08 | |||||
Warrants Two [Member] | ||||||
Common stock warrants outstanding | 22,408,000 | |||||
Warrant rights exercise price | $ 0.10 | |||||
Warrants Three [Member] | ||||||
Common stock warrants outstanding | 200,000 | |||||
Warrant rights exercise price | $ 0.50 | |||||
Smart Fuel Solutions [Member] | ||||||
Acquired percentage | 82.50% |
Loan Payable - Related Party 29
Loan Payable - Related Party and Convertible (Details Narrative) - USD ($) | Nov. 07, 2017 | Mar. 03, 2017 | Dec. 03, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 13, 2017 | Nov. 01, 2017 | May 18, 2017 | Nov. 14, 2016 | Aug. 15, 2016 | Feb. 01, 2016 |
Short-term Debt [Line Items] | |||||||||||
Debt accrued interest rate | 9.50% | 8.00% | |||||||||
Debt conversion price per share | $ 0.05 | ||||||||||
Conversion of loans payable for common stock | $ 507,192 | $ 534,544 | |||||||||
Debt instruments converted into shares | 1,500,000 | 6,281,040 | |||||||||
Proceeds from line of credit | $ 325,000 | ||||||||||
Debt face amount | $ 75,000 | ||||||||||
Accrued interest | 102,192 | 49,608 | |||||||||
Convertible debt | 149,295 | ||||||||||
Amortization of debt discount | $ 262,293 | 8,800 | |||||||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | |||||||||
Smart Fuel Solutions, Inc [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Conversion of stock, shares issued | 3,000,000 | ||||||||||
Accrued interest | $ 15,324 | 4,604 | |||||||||
Warrant rights | 3,143,000 | ||||||||||
H. E. Capital S.A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt accrued interest rate | 8.00% | ||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||
Debt maturity date | Dec. 31, 2018 | ||||||||||
Debt face amount | $ 286,537 | ||||||||||
Accrued interest | $ 59,743 | ||||||||||
Line of Credit [Member] | Additional Stock Conversion Rights [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 | ||||||||||
H. E. Capital S.A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Conversion of loans payable for common stock | $ 230,000 | $ 42,905 | |||||||||
Debt instruments converted into shares | 2,300,000 | 720,721 | |||||||||
Proceeds from line of credit | $ 65,000 | $ 352,000 | |||||||||
Repayment of debt | 45,200 | ||||||||||
Debt face amount | 190,000 | ||||||||||
Financial services costs | 60,000 | ||||||||||
Reclassification from accounts payable & accruals | 76,060 | ||||||||||
Accrued interest | 125,625 | ||||||||||
Notes payable, related parties | 496,737 | ||||||||||
Bowers [Member] | Line of Credit [Member] | Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||
Line of credit | $ 500,000 | ||||||||||
Warrant rights | 500,000 | ||||||||||
Value of warrants drawn against line of credit | $ 100,000 | ||||||||||
Warrant rights exercise price | $ 0.10 | ||||||||||
Bowers [Member] | Line of Credit One [Member] | Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||
Line of credit | $ 250,000 | ||||||||||
Bowers [Member] | Line of Credit Two [Member] | Warrants [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Warrant rights | 500,000 | ||||||||||
Warrant rights exercise price | $ 0.10 | ||||||||||
Warrants to be issued during the period | 1,750,000 | ||||||||||
Smart Fuel Solutions, Inc [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt accrued interest rate | 8.00% | ||||||||||
Accrued interest | $ 53,500 | ||||||||||
Line of Credit [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt accrued interest rate | 1.00% | ||||||||||
Debt conversion price per share | $ 0.20 | ||||||||||
Debt maturity date | Dec. 31, 2018 | ||||||||||
Accrued interest | $ 1,000,000 | ||||||||||
Interest expense | 10,000 | ||||||||||
Debt discount amount | 105,600 | ||||||||||
Amortization of debt discount | $ 96,800 | 8,800 | |||||||||
Line of Credit [Member] | H. E. Capital S.A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instruments converted into shares | 1,000,000 | ||||||||||
Accrued interest | $ 100,000 | ||||||||||
Third Party Member | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Conversion of stock, shares issued | 2,000,000 | ||||||||||
Chris Bowers [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt accrued interest rate | 8.00% | ||||||||||
Debt conversion price per share | $ 0.10 | ||||||||||
Debt maturity date | Dec. 31, 2018 | ||||||||||
Accrued interest | $ 6,420 | ||||||||||
Line of credit maximum borrowing capacity | 150,000 | ||||||||||
Convertible debt | 90,000 | ||||||||||
Debt beneficial conversion features | $ 35,300 | ||||||||||
Line of credit | $ 500,000 | $ 500,000 | |||||||||
Chris Bowers [Member] | Note Payable [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 | ||||||||||
Chris Bowers [Member] | Two Line of Credit [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Accrued interest | |||||||||||
Line of credit | $ 1,000,000 | $ 900,000 |
Loan Payable - Related Party 30
Loan Payable - Related Party and Convertible - Schedule of H E Capital Loans Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Non-cash conversion | $ (507,192) | $ (534,544) |
H. E. Capital S.A [Member] | ||
Beginning Balance | 496,737 | 241,582 |
Proceeds | 65,000 | 352,000 |
Cash payments | (45,200) | |
Reclassification from accounts payable & accruals | 76,060 | |
Consulting fees | 60,000 | |
Assignments | (190,000) | |
Non-cash conversion | (230,000) | (42,905) |
Ending Balance | $ 286,537 | $ 496,737 |
Loan Payable - Other - Non-Co31
Loan Payable - Other - Non-Convertible (Details Narrative) - USD ($) | Jun. 30, 2016 | Nov. 15, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 01, 2017 | Mar. 29, 2017 |
Short-term Debt [Line Items] | ||||||
Debt face amount | $ 75,000 | |||||
Debt instrument interest rate | 9.50% | 8.00% | ||||
Loans payable | $ 493,000 | |||||
Accrued interest, current | 8,044 | |||||
Debt conversion price per share | $ 0.05 | |||||
Conversion of loans payable for common stock | $ 507,192 | $ 534,544 | ||||
Revolving working capital line description | This is a revolving working capital line due in one year with two one year extensions. | |||||
Caliber Capital & Leasing LLC [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Initial commitment, amount | $ 2,500,000 | |||||
Promissory Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loans payable | $ 170,000 | 170,000 | ||||
Accrued interest, current | 20,530 | 6,856 | ||||
New Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument interest rate | 8.00% | |||||
Debt extended due date | Jun. 30, 2018 | |||||
Loans payable | $ 170,000 | 170,000 | ||||
Accrued interest, current | $ 49,295 | $ 5,932 | $ 1,988 | |||
Debt conversion price per share | $ 0.50 | $ 0.50 | ||||
Conversion of loans payable for common stock | $ 49,295 | |||||
Individual [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt face amount | $ 170,000 | |||||
Debt instrument interest rate | 8.00% | |||||
Debt extended due date | Jun. 30, 2018 |
Loan Payable - Other - Conver32
Loan Payable - Other - Convertible (Details Narrative) - USD ($) | Nov. 07, 2017 | Jul. 21, 2017 | May 16, 2017 | May 05, 2017 | Apr. 12, 2017 | Jul. 19, 2016 | Jul. 01, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 01, 2017 | May 16, 2016 |
Conversion of loans payable for common stock | $ 507,192 | $ 534,544 | ||||||||||
Number of common shares issued for conversion, shares | 1,500,000 | 6,281,040 | ||||||||||
Debt instrument interest rate | 9.50% | 8.00% | ||||||||||
Debt conversion price per share | $ 0.05 | |||||||||||
Accrued interest | $ 102,192 | 49,608 | ||||||||||
Debt face amount | $ 75,000 | |||||||||||
Amortization of debt discount | 262,293 | 8,800 | ||||||||||
Individual [Member] | ||||||||||||
Debt instrument interest rate | 8.00% | |||||||||||
Debt conversion price per share | $ 0.50 | |||||||||||
Debt instruments maturity | Dec. 31, 2017 | |||||||||||
Debt extended due date | Jun. 30, 2018 | |||||||||||
Loan payable other convertible | $ 170,000 | |||||||||||
Debt face amount | $ 49,295 | |||||||||||
Private Individual [Member] | ||||||||||||
Accrued interest | 5,932 | 1,988 | ||||||||||
Private Company [Member] | ||||||||||||
Line of credit | $ 200,000 | |||||||||||
Conversion of loans payable for common stock | $ 2,192 | $ 100,000 | ||||||||||
Number of common shares issued for conversion, shares | 1,481,040 | 1,000,000 | ||||||||||
Debt instrument interest rate | 8.00% | 8.00% | ||||||||||
Debt conversion price per share | $ 0.20 | $ 0.10 | ||||||||||
Debt instruments maturity | Apr. 11, 2018 | Dec. 31, 2017 | ||||||||||
Debt extended due date | Dec. 31, 2018 | |||||||||||
Loan payable other convertible | 100,000 | 100,000 | ||||||||||
Accrued interest | 14,422 | $ 6,422 | ||||||||||
Proceeds from working capital funds | $ 100,000 | |||||||||||
Conversion price percentage | 15.00% | 15.00% | ||||||||||
Amortization of debt discount | $ 28,130 | |||||||||||
Auctus Fund LLC [Member] | ||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||
Debt instruments maturity | Feb. 5, 2018 | |||||||||||
Proceeds from working capital funds | $ 77,500 | |||||||||||
Amortization of debt discount | 40,358 | |||||||||||
EMA Financial LLC [Member] | ||||||||||||
Debt instrument interest rate | 10.00% | |||||||||||
Debt instruments maturity | May 1, 2018 | |||||||||||
Proceeds from working capital funds | $ 74,650 | |||||||||||
Amortization of debt discount | 2,850 | $ 51,480 | ||||||||||
Debt original amount | $ 77,500 |
Secured Debentures (Details Nar
Secured Debentures (Details Narrative) - USD ($) | Dec. 13, 2017 | Mar. 27, 2013 | Feb. 02, 2012 | Jan. 24, 2011 | Dec. 31, 2017 | Nov. 01, 2017 | Dec. 31, 2016 |
Debt face amount | $ 75,000 | ||||||
Interest rate | 9.50% | 8.00% | |||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | |||||
Warrants issued for exercisable for common shares | 3,600,000 | ||||||
Warrant expire date | Dec. 31, 2020 | Dec. 31, 2020 | |||||
Secured debentures payable | $ 305,000 | $ 305,000 | |||||
Accrued interest | 102,192 | 49,608 | |||||
Secured Debenture Holders [Member] | |||||||
Reverse stock split | 1 for 100 | ||||||
Warrant rights exercise price | $ 10 | $ 0.10 | |||||
Warrants issued for exercisable for common shares | 1,000 | 100,000 | |||||
Warrant expire date | Feb. 2, 2017 | ||||||
Warrant term | 5 years | ||||||
Common shares issued for debt extensions, shares | 10,001 | ||||||
Common shares issued for debt extensions | $ 30,000 | ||||||
Debt maturity date | Sep. 24, 2012 | ||||||
Number of warrants issued value | $ 2,998 | ||||||
Secured debentures payable | 305,000 | 305,000 | |||||
Accrued interest | $ 274,328 | $ 237,220 | |||||
Legend Securities, Inc [Member] | |||||||
Reverse stock split | 1 for 100 | ||||||
Warrant rights exercise price | $ 40 | ||||||
Warrants issued for exercisable for common shares | 190 | ||||||
Warrant expire date | Dec. 31, 2016 | ||||||
Securities Purchase Agreements [Member] | Investors [Member] | |||||||
Debt face amount | $ 380,000 | ||||||
Interest rate | 12.00% | ||||||
Gross proceeds from subsequent financings | $ 1,000,000 | ||||||
Debt term | 6 months |
Loans Payable - Other - Conve34
Loans Payable - Other - Convertible - Long Term (Details Narrative) | Nov. 28, 2017USD ($) | Jul. 27, 2017USD ($) | Jul. 25, 2017USD ($) | Jul. 20, 2017USD ($)shares | Dec. 31, 2017USD ($)Number$ / sharesshares | Dec. 31, 2016USD ($) | Nov. 01, 2017USD ($)$ / shares |
Common shares issued as a commitment fee | $ 27,000 | ||||||
Common shares issued as a commitment fee, shares | shares | 300,000 | ||||||
Shares issued value | $ 300,000 | $ 162,500 | |||||
Debt face amount | $ 75,000 | ||||||
Convertible debentures | 149,295 | ||||||
Amortization of debt discount | 262,293 | $ 8,800 | |||||
Debt conversion price per share | $ / shares | $ 0.05 | ||||||
Convertible Debt One [Member] | |||||||
Convertible debentures | $ 1,000,000 | ||||||
Debt conversion price per share | $ / shares | $ 0.20 | ||||||
Convertible Debt [Member] | |||||||
Conversion price percentage | 90.00% | ||||||
Debt discount | $ 111,502 | ||||||
Loan Payable - other and convertible | 73,845 | ||||||
Convertible debentures | 200,000 | ||||||
Debt original issue discount | 19,653 | ||||||
Amortization of debt discount | 106,502 | ||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | |||||||
Proceeds from issuance of common stock | $ 5,000,000 | ||||||
Debt instruments maturity | Jul. 20, 2020 | ||||||
Common shares issued as a commitment fee | $ 75,000 | ||||||
Common shares issued as a commitment fee, shares | shares | 300,000 | ||||||
Shares issued value | $ 27,000 | ||||||
Conversion price percentage | 90.00% | ||||||
Debt gross amount | 75,000 | ||||||
Debt discount | 6,439 | ||||||
Loan Payable - other and convertible | $ 68,561 | ||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | Convertible Debt One [Member] | |||||||
Debt instruments maturity | Jul. 26, 2020 | ||||||
Conversion price percentage | 65.00% | ||||||
Debt gross amount | $ 26,492 | ||||||
Debt discount | 2,263 | ||||||
Loan Payable - other and convertible | 24,229 | ||||||
Debt installment | $ 75,000 | ||||||
Debt face amount | 75,000 | ||||||
Convertible debentures | 425,000 | ||||||
Debt original issue discount | $ 12,500 | 11,875 | |||||
Amortization of debt discount | $ 625 | ||||||
Debt conversion price per share | $ / shares | $ 0.15 | ||||||
Stock trading days | Number | 20 | ||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | Convertible Debt Two [Member] | |||||||
Debt instruments maturity | Nov. 27, 2020 | ||||||
Conversion price percentage | 65.00% | ||||||
Debt gross amount | $ 14,208 | ||||||
Debt discount | 496 | ||||||
Loan Payable - other and convertible | 13,712 | ||||||
Debt installment | $ 50,000 | ||||||
Debt face amount | 50,000 | ||||||
Convertible debentures | 425,000 | ||||||
Debt original issue discount | $ 8,000 | 7,778 | |||||
Amortization of debt discount | $ 222 | ||||||
Debt conversion price per share | $ / shares | $ 0.15 | ||||||
Stock trading days | Number | 20 |
Stockholders' Equity (Deficit35
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Dec. 13, 2017 | Nov. 07, 2017 | Aug. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||
Common stock, par value per share | $ 0.001 | $ 0.001 | |||
Common stock, shares outstanding | 40,126,655 | 28,517,597 | |||
Number of common shares issued for conversion, shares | 1,500,000 | 6,281,040 | |||
Conversion of loans payable for common stock | $ 507,192 | $ 534,544 | |||
Gain loss on transaction | 42,661 | ||||
Stock issued during period, shares, issued for services | 600,000 | ||||
Number of common shares issued for services | $ (91,250) | $ (171,892) | |||
Number of common stock shares issued | 3,000,000 | 862,413 | |||
Number of common stock shares issued, value | $ 300,000 | $ 162,500 | |||
Accrued interest | $ 102,192 | $ 49,608 | |||
Warrant expire date | Dec. 31, 2020 | Dec. 31, 2020 | |||
Warrant exercise price | $ 0.10 | $ 0.10 | |||
Fair value of warrants | $ 481,112 | ||||
Modification of warrants expense | $ 30,623 | ||||
Common shares issued as commitment fee, shares | 300,000 | ||||
Common shares issued as commitment fee | $ 27,000 | ||||
Line of Credit [Member] | |||||
Accrued interest | $ 1,000,000 | ||||
Consulting Service [Member] | |||||
Stock issued during period, shares, issued for services | 650,000 | ||||
Number of common shares issued for services | $ 188,435 | ||||
Gary De Laurentiis [Member] | |||||
Fair value of warrants | $ 59,266 | ||||
H. E. Capital S.A [Member] | |||||
Number of common shares issued for conversion, shares | 2,300,000 | 720,721 | |||
Conversion of loans payable for common stock | $ 230,000 | $ 42,905 | |||
Accrued interest | $ 125,625 | ||||
H. E. Capital S.A [Member] | Line of Credit [Member] | |||||
Number of common shares issued for conversion, shares | 1,000,000 | ||||
Accrued interest | $ 100,000 | ||||
July [Member] | Common Share [Member] | |||||
Number of common shares issued for conversion, shares | 1,481,040 | ||||
Conversion of loans payable for common stock | $ 100,000 | ||||
Number of common stock shares issued | 300,000 | ||||
Number of common stock shares issued, value | $ 27,000 | ||||
Accrued interest | $ 2,192 | ||||
August [Member] | |||||
Stock issued during period, shares, issued for services | 125,000 | ||||
Number of common shares issued for services | $ 18,750 | ||||
August [Member] | CEO [Member] | Line of Credit [Member] | |||||
Stock issued during period, shares, issued for services | 3,675,000 | ||||
Common stock warrant | 2,000,000 | ||||
August [Member] | Wayne Leggett [Member] | |||||
Stock issued during period, shares, issued for services | 250,000 | ||||
August [Member] | Gary De Laurentiis [Member] | |||||
Warrant exercise price | $ 0.10 | ||||
August [Member] | H. E. Capital [Member] | |||||
Number of common shares issued for conversion, shares | 720,721 | ||||
Gain loss on transaction | $ 76,870 | ||||
December [Member] | |||||
Gain loss on transaction | $ 102,249 | ||||
Stock issued during period converted to accounts payable | 439,070 | ||||
Stock issued during period converted to accounts payable, value | $ 229,535 | ||||
December [Member] | Common Share [Member] | |||||
Stock issued during period, shares, issued for services | 125,000 | ||||
Number of common shares issued for services | $ 7,500 | ||||
Number of disputed shares issued out of escrow | 1,428,018 | ||||
October 2016-December 2016 [Member] | |||||
Stock issued during period, shares, issued for services | 693,636 | ||||
Number of common shares issued for services | $ 153,143 | ||||
During August And September [Member] | Five Current and Former Employees [Member] | |||||
Common stock warrant | 3,840,000 | ||||
Aggregate accrued and unpaid salary | $ 2,154,135 | ||||
During August And September [Member] | Five Current and Former Employees [Member] | Gary De Laurentiis [Member] | |||||
Warrant expire date | Dec. 31, 2019 | ||||
Common stock warrant | 600,000 | ||||
Warrant exercise price | $ 0.10 | ||||
Aggregate accrued and unpaid salary | $ 417,100 | ||||
In October And November [Member] | |||||
Number of common stock shares issued | 1,050,000 | ||||
Number of common stock shares issued, value | $ 168,722 | ||||
Warrant expire date | Nov. 15, 2019 | ||||
Warrant exercise price | $ 0.50 | ||||
Warrants vested during year | 50,000 | ||||
January [Member] | Common Share [Member] | |||||
Stock issued during period, shares, issued for services | 100,000 | ||||
Number of common shares issued for services | $ 20,000 | ||||
April [Member] | H. E. Capital S.A [Member] | Common Share [Member] | |||||
Number of common shares issued for conversion, shares | 1,300,000 | ||||
Conversion of loans payable for common stock | $ 30,000 | ||||
Accrued interest | $ 100,000 | ||||
May [Member] | Common Share [Member] | |||||
Stock issued during period, shares, issued for services | 375,000 | ||||
Number of common shares issued for services | $ 63,750 | ||||
September [Member] | Black Lion Oil Ltd [Member] | Common Share [Member] | |||||
Number of common stock shares issued | 3,000,000 | ||||
Number of common stock shares issued, value | $ 300,000 | ||||
October [Member] | H. E. Capital [Member] | Common Share [Member] | |||||
Number of common shares issued for conversion, shares | 2,000,000 | ||||
Conversion of loans payable for common stock | $ 200,000 | ||||
November [Member] | Common Share [Member] | |||||
Number of common shares issued for conversion, shares | 1,500,000 | ||||
Conversion of loans payable for common stock | $ 75,000 | ||||
Note [Member] | July [Member] | |||||
Number of common shares issued for conversion, shares | 1,000,000 | ||||
Shares issued price per share | $ 0.10 | ||||
Conversion of loans payable for common stock | $ 100,000 | ||||
Gain loss on transaction | $ 50,000 | ||||
Note [Member] | August [Member] | |||||
Number of common shares issued for conversion, shares | 820,721 | ||||
Conversion of loans payable for common stock | $ 52,905 | ||||
Warrants [Member] | |||||
Weighted average remaining contractual life | 2 years 10 months 21 days | 2 years 11 months 1 day | |||
Aggregate intrinsic value of outstanding warrants | $ 88,045 | $ 2,713,758 | |||
Number of warrants issued for services, shares | 1,250,000 | ||||
Number of warrants issued for services, value | $ 187,500 | ||||
Warrant expire date | Jul. 31, 2016 | ||||
Warrants [Member] | H. E. Capital [Member] | |||||
Number of warrants issued for services, shares | 1,250,000 | ||||
Warrants [Member] | July 2016 [Member] | |||||
Common stock warrant | 3,519 | ||||
Warrants [Member] | Related Parties Other [Member] | |||||
Number of warrants issued for services, shares | 1,500,000 | ||||
Warrants [Member] | August [Member] | |||||
Fair value of warrants | $ 584,289 | ||||
Warrants [Member] | August [Member] | Gary De Laurentiis [Member] | |||||
Number of warrants issued for services, shares | 1,000,000 | ||||
Warrant expire date | Dec. 31, 2019 | ||||
Fair value of warrants | $ 148,952 | ||||
Warrants [Member] | February [Member] | |||||
Number of warrants issued for services, shares | 1,500,000 | ||||
Number of warrants issued for services, value | $ 30,000 | ||||
Warrant expire date | Feb. 1, 2021 | ||||
Warrant exercise price | $ 0.10 | ||||
Warrants [Member] | In October And November [Member] | |||||
Warrant expire date | Dec. 31, 2019 | ||||
Warrant exercise price | $ 0.10 | ||||
Warrants vested during year | 1,000,000 | ||||
Warrant One[Member] | |||||
Warrant exercise price | $ 0.08 | ||||
Warrant One[Member] | CEO [Member] | |||||
Warrant expire date | Dec. 31, 2019 | ||||
Common stock warrant | 3,625,000 | ||||
Warrant exercise price | $ 0.10 | ||||
Warrants Two[Member] | CEO [Member] | |||||
Warrant expire date | Aug. 15, 2019 | ||||
Common stock warrant | 50,000 | ||||
Warrant exercise price | $ 0.50 | ||||
Common Stock Warrants [Member] | |||||
Warrant expire date | Dec. 31, 2020 | ||||
Common stock warrant | 4,650,000 | ||||
Warrant exercise price | $ 0.10 | ||||
Fair value of warrants | $ 147,199 | ||||
Common Stock Warrants [Member] | Gary De Laurentiis [Member] | |||||
Number of warrants issued for services, shares | 300,000 | ||||
Common Stock Warrants [Member] | Board of Directors [Member] | |||||
Common stock warrant | 650,000 | ||||
Common Stock Warrants [Member] | Chris Bowers [Member] | |||||
Number of warrants issued for services, shares | 3,250,000 | ||||
Common stock warrant | 200,000 | ||||
Common Stock Warrants [Member] | Gary De Laurentiis [Member] | |||||
Common stock warrant | 150,000 | ||||
Common Stock Warrants [Member] | Two Board Member [Member] | |||||
Common stock warrant | 150,000 | ||||
Common Stock Warrants [Member] | Two Other Board Member [Member] | |||||
Number of warrants issued for services, shares | 50,000 | ||||
Common Stock Warrants [Member] | Four Other Related Parties [Member] | |||||
Number of warrants issued for services, shares | 250,000 | ||||
Common Stock Warrants [Member] | January [Member] | |||||
Common stock warrant | 600,000 | ||||
Common Stock Warrants [Member] | May [Member] | |||||
Number of warrants issued for services, shares | 100,000 | ||||
Number of warrants issued for services, value | $ 14,608 | ||||
Warrant expire date | May 25, 2020 | ||||
Warrant exercise price | $ 0.50 | ||||
Common Stock Warrants [Member] | June [Member] | |||||
Common stock warrant | 50,000 |
Stockholders' Equity (Deficit36
Stockholders' Equity (Deficit) - Schedule of Warrants (Details) - Warrants [Member] - $ / shares | Dec. 13, 2017 | Jun. 08, 2017 | May 25, 2017 | Feb. 09, 2017 | Jan. 09, 2017 | Nov. 15, 2016 | Oct. 07, 2016 | Sep. 28, 2016 | Sep. 02, 2016 | Aug. 31, 2016 | Aug. 28, 2016 | Aug. 01, 2016 | Feb. 02, 2016 | Jan. 24, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Warrants Outstanding, beginning balance | 18,959,342 | 5,404,861 | ||||||||||||||
Warrants, Granted | 4,650,000 | 50,000 | 100,000 | 600,000 | 50,000 | 1,000,000 | 2,493,000 | 1,380,000 | 600,000 | 1,860,000 | 4,675,000 | 1,500,000 | ||||
Warrants, Expired | (1,000) | (1,429) | (2,090) | |||||||||||||
Warrants, Exercisable | 24,358,342 | 18,959,342 | ||||||||||||||
Warrants Outstanding, ending balance | 24,358,342 | 18,959,342 | ||||||||||||||
Weighted Average Exercise Price Outstanding, beginning balance | $ 0.10 | $ 0.10 | ||||||||||||||
Weighted Average Exercise Price, Granted | $ 0.10 | $ 0.10 | $ 0.50 | $ 0.10 | $ 0.50 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||
Weighted Average Exercise Price, Expired | $ 0.10 | $ 24.16 | $ 24.16 | |||||||||||||
Weighted Average Exercise Price Outstanding, Exercisable | 0.10 | 0.10 | ||||||||||||||
Weighted Average Exercise Price Outstanding, ending balance | $ 0.10 | $ 0.10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 13, 2017 | Oct. 09, 2017 | Apr. 03, 2017 | Aug. 31, 2016 | Aug. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Mar. 03, 2017 | Jan. 31, 2017 | Sep. 30, 2016 |
Number of warrant issued, shares | 3,600,000 | ||||||||||
Fair value of warrant | $ 481,112 | ||||||||||
Accounts payable-related party | 25,720 | ||||||||||
Number of warrant issued, value | $ 372,473 | $ 76,607 | |||||||||
Warrants exercise price per share | $ 0.10 | $ 0.10 | |||||||||
Warrant expiration period | Dec. 31, 2020 | Dec. 31, 2020 | |||||||||
Number of common stock shares issued | 3,000,000 | 862,413 | |||||||||
Number of common stock shares issued, value | $ 300,000 | $ 162,500 | |||||||||
Accrued interest | 102,192 | $ 49,608 | |||||||||
Line of Credit [Member] | |||||||||||
Accrued interest | $ 1,000,000 | ||||||||||
H. E. Capital S.A [Member] | Line of Credit [Member] | |||||||||||
Number of common stock shares issued | 2,000,000 | 1,300,000 | |||||||||
Number of common stock shares issued, value | $ 200,000 | $ 30,000 | |||||||||
Accrued interest | $ 100,000 | ||||||||||
Warrants [Member] | |||||||||||
Number of warrant issued, shares | 2,000,000 | ||||||||||
Number of warrants issued for services, shares | 1,250,000 | ||||||||||
Number of warrants issued for services, value | $ 187,500 | ||||||||||
CEO [Member] | |||||||||||
Accounts payable-related party | $ 917 | ||||||||||
Related Party [Member] | Warrants [Member] | |||||||||||
Number of warrants issued for services, shares | 1,250,000 | ||||||||||
Number of warrants issued for services, value | $ 187,500 | ||||||||||
Smart Fuel Solutions [Member] | |||||||||||
Number of warrant issued, shares | 650,000 | 650,000 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Number of warrants to purchase common stock, amount | $ 148,952 | ||||||||||
Number of warrants to purchase common stock, shares | 1,000,000 | ||||||||||
Chris Bowers [Member] | |||||||||||
Number of warrants to purchase common stock, amount | $ 300,000 | ||||||||||
Number of warrants to purchase common stock, shares | 2,000,000 | ||||||||||
Number of warrant issued, shares | 3,250,000 | 200,000 | 200,000 | ||||||||
Accrued interest | $ 6,420 | ||||||||||
Gary De Laurentiis [Member] | |||||||||||
Number of warrant issued, shares | 300,000 | 600,000 | 150,000 | 150,000 | |||||||
Number of warrants converted into accrued salaries | $ 417,100 | ||||||||||
Fair value of warrant | 59,266 | ||||||||||
Gain on conversion of additional paid in capital | $ 357,734 | ||||||||||
Consultant [Member] | Warrants [Member] | |||||||||||
Number of warrant issued, value | $ 300,000 | ||||||||||
Former and Current Employees and CEO [Member] | |||||||||||
Number of warrant issued, shares | 3,240,000 | ||||||||||
Number of warrants converted into accrued salaries | $ 1,737,032 | ||||||||||
Fair value of warrant | 393,505 | ||||||||||
Gain on conversion of additional paid in capital | 1,351,502 | ||||||||||
Chris Smith [Member] | |||||||||||
Number of warrant issued, shares | 50,000 | ||||||||||
CEO [Member] | |||||||||||
Accounts payable | $ 25,720 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) | Sep. 28, 2016USD ($)shares |
Smart Fuel Solutions, Inc and Florida Corporation [Member] | |
Common stock received in acquisitions | 17,000,000 |
Smart Fuel liability [Member] | |
Amount decreased in acquisition | $ | $ 53,710 |
Smart Fuel Solutions, Inc and Black Lion Oil Limited [Member] | |
Common stock received in acquisitions | 3,000,000 |
Smart Fuel Solutions [Member] | |
Sales of shares, acquisitions | 600,000 |
Stock issued during period, value, acquisitions | $ | $ 200,000 |
Asset Acquisition - Schedule of
Asset Acquisition - Schedule of Assets Acquired and Liabilities Assumed (Details) | Dec. 31, 2017USD ($) |
Business Combinations [Abstract] | |
Cash | $ 40,671 |
Deposits | 5,000 |
Other assets-carbon equipment | 459,935 |
Accounts payable and accrued expenses | (40,761) |
Due to related party: Green EnviroTech Holdings Corp. | (265,761) |
Note Payable | (134,000) |
Total Net Assets (Liabilities) before non-controlling interest | 65,084 |
Less: non-controlling interest | 11,374 |
Decrease of Smart Fuel’s liability to Green EnviorTech | $ 53,710 |
Acquisition of Minority Inter40
Acquisition of Minority Interest of Smart Fuel Solutions, Inc. (Details Narrative) - Smart Fuel Solutions, Inc [Member] - USD ($) | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2017 |
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 | 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 | ||
Stock payable | $ 60,000 | ||
Warrants outstanding | 3,143,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax percentage | 25.00% | |
Corporate tax, description | The 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017 | |
Corporate tax rate | 21.00% | |
Percentage of utilization of net operating loss carryforwards to taxable income | 80.00% | |
Cumulative tax effective rate | 21.00% | 21.00% |
Net operating loss carry-forwards | $ 12,383,000 | |
Income tax expiration year | through 2,037 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
NOL Carryover Tax Advantage | $ 2,600,452 | $ 3,792,000 |
Valuation allowance | (2,600,452) | (3,792,000) |
Net deferred tax assets |
Commitments (Details Narrative)
Commitments (Details Narrative) | Apr. 11, 2017USD ($)ft² | Apr. 11, 2017USD ($)ft² | Apr. 04, 2017USD ($) | Jun. 29, 2015USD ($) | Sep. 30, 2014shares | Dec. 31, 2017USD ($) | Dec. 31, 2013USD ($) | Mar. 29, 2017USD ($) |
Proceeds from related party | $ 493,000 | |||||||
Real Estate Acquisition Development Sales, LLC [Member] | ||||||||
Proceeds from related party | $ 493,000 | |||||||
Black Lion Oil Limited [Member] | ||||||||
Payment of fees | $ 100,000 | |||||||
Percentage of royalties rate | 10.00% | |||||||
Percentage of gross revenues | 5.00% | |||||||
MicroCap [Member] | ||||||||
Common shares issued to settle disputed obligation, shares | shares | 25,000 | |||||||
Common shares issued to settle lease obligation | $ 42,111 | |||||||
Master Equipment and Building Related Lease Agreement [Member] | Real Estate Acquisition Development Sales, LLC [Member] | ||||||||
Proceeds from related party | $ 493,000 | |||||||
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 term | 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 Instr44
Fair Value of Financial Instruments and Derivative Liabilities (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 01, 2017 | |
Amortization of debt discount | $ 262,293 | $ 8,800 | |
Debt conversion price per share | $ 0.05 | ||
Debt instrument interest rate, description | 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; | ||
Volatility rate, description | 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 170% through 287% at issuance, conversion, and quarters ends; | ||
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); | ||
Derivative liability | $ 511,237 | ||
Interest expense related to amortization of debt discount | 126,496 | ||
Changing fair value of derivative liability | 722 | ||
Reclassification from derivative liability | 27,582 | ||
Debt instrument conversion convertible | 507,192 | $ 534,544 | |
Warrant Granted [Member] | Fair Value of Convertible Feature [Member] | |||
Debt discount | 220,498 | ||
Charge to debt discount | 220,498 | ||
Fair value of convertible debt instrument with additional paid in capital | 380,518 | ||
Debt discount, non current | 106,502 | ||
Warrants [Member] | |||
Warrants outstanding value | 127,660 | ||
Derivative liability | $ 473,356 | ||
Maximum [Member] | |||
Debt conversion price per share | $ 0.1100 | ||
Minimum [Member] | |||
Debt conversion price per share | $ 0.0721 | ||
Convertible Notes [Member] | |||
Debt discount | $ 228,962 | ||
Amortization of debt discount | 120,057 | ||
Debt instrument conversion convertible | 62,919 | ||
Long-term Debt [Member] | |||
Long term debt | 200,000 | ||
Debt discount | $ 126,155 |
Fair value of Financial Instr45
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Fair Value of Derivative Financial Liability Measured On Recurring Basis (Details) | Dec. 31, 2017USD ($) |
Embedded conversion derivative liability | $ 378,221 |
Warrant derivative liabilities | 133,016 |
Derivative liabilities | 511,237 |
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 | 378,221 |
Warrant derivative liabilities | 133,016 |
Derivative liabilities | $ 511,237 |
Fair value of Financial Instr46
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Financial Instrument Fair Value On Recurring Basis Unobservable Inputs (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Investments, All Other Investments [Abstract] | |
Fair value of derivative liability beginning balance | |
Fair value of derivative liability at issuance charged to debt discount | 220,498 |
Fair value of derivative liability at issuance reclassified from additional paid in capital | 380,518 |
Settlement of derivative liability due to debt paid | (62,919) |
Settlement of derivative liability due to conversion | (27,582) |
Unrealized derivative gain included in other expense | 722 |
Fair value of derivative liability ending balance | $ 511,237 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 23, 2018 | Mar. 20, 2018 | Mar. 13, 2018 | Mar. 08, 2018 | Mar. 06, 2018 | Feb. 16, 2018 | Jan. 29, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt converted into shares, value | $ 507,192 | $ 534,544 | ||||||||
Convertible debt | $ 149,295 | |||||||||
Number of common stock shares issued | 3,000,000 | 862,413 | ||||||||
Number of common stock shares issued, value | $ 300,000 | $ 162,500 | ||||||||
Proceeds from line of credit | $ 325,000 | |||||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, description | A Certificate of Designations of Preferences, Rights and Limitations for 300,000 shares of a Series B Convertible Preferred Stock. | |||||||||
Preferred stock dividend percentage | 12.00% | |||||||||
Preferred stock, conversion description | The redemption options for these shares are 105% for the first 30 days, 110% for the first 60 days, 115% for the first 90 days, 120% for the first 120 days, 125% for the first 150 days and 130% for the first 180 days, then after no redemption rights. Twelve months from the issue date, the Company has a mandatory redemption date to redeem the outstanding shares not converted. The shares have conversion rights to convert at 75% of the average of the two lowest common stock prices ten days before the date of conversion. | |||||||||
Subsequent Event [Member] | Geneva Roth Remark Holdings [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Proceeds from repayment of convertible preferred stock | $ 78,000 | |||||||||
Returned preferred stock | 85,800 | |||||||||
Paid fees | $ 3,000 | |||||||||
Subsequent Event [Member] | Peak One Opportunity Fund, LP [Member] | ||||||||||
Debt converted into shares, value | $ 15,000 | $ 15,000 | $ 15,000 | |||||||
Number of debenture, value | 45,000 | 60,000 | 75,000 | |||||||
Number of debenture, shares | 806,451 | 531,914 | 488,281 | |||||||
Convertible debt | $ 30,000 | $ 45,000 | $ 60,000 | |||||||
Subsequent Event [Member] | Vendor Debt [Member] | ||||||||||
Number of common stock shares issued | 250,000 | |||||||||
Number of common stock shares issued, value | $ 5,000 | |||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | ||||||||||
Compensation | $ 15,000 | |||||||||
Proceeds from line of credit | $ 75,100 | |||||||||
Payment of line of credit | $ 29,000 |