Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 14, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GREEN ENVIROTECH HOLDINGS CORP. | |
Entity Central Index Key | 1,428,765 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 46,359,144 | |
Trading Symbol | GETH | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 971 | $ 6,054 |
Prepaid expenses | 13,812 | 5,812 |
Other current assets | 104,284 | 104,284 |
Total current assets | 119,067 | 116,150 |
PROPERTY PLANT AND EQUIPMENT | ||
Construction in Progress | 1,044,652 | 934,774 |
TOTAL ASSETS | 1,163,719 | 1,050,924 |
CURRENT LIABILITIES | ||
Accounts payable | 785,573 | 647,445 |
Accounts payable-related party | 6,545 | 25,720 |
Accrued expenses | 1,251,248 | 2,089,895 |
Other current liabilities | 60,000 | 60,000 |
Secured debentures payable | 305,000 | 305,000 |
Loan Payable-related party-convertible | 1,434,637 | 1,510,537 |
Loan Payable-other-convertible, net of unamortized discounts | 185,135 | 149,295 |
Loan Payable-other-non-convertible | 713,000 | 663,000 |
Series B 12% Convertible Cumulative Preferred Stock; $0.001 par value, $1.00 stated value, 300,000 shares authorized, 144,100 and 0 shares issued and outstanding as of June 30, 2018 and December 31, 2017 respectively, net of unamortized discounts | 62,609 | |
Derivative liability | 388,686 | 511,237 |
Total current liabilities | 5,192,433 | 5,962,129 |
Loan Payable-other-convertible-long term | 43,904 | 73,845 |
TOTAL LIABILITIES | 5,236,337 | 6,035,974 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | ||
Common stock, $0.001 par value, 250,000,000 shares authorized, 44,177,326 and 40,126,655 shares issued and outstanding | 44,177 | 40,127 |
Additional paid in capital | 23,441,683 | 21,604,141 |
Accumulated deficit | (27,558,478) | (26,629,318) |
Total stockholders' deficit | (4,072,618) | (4,985,050) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,163,719 | 1,050,924 |
Convertible Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 44,177,326 | 40,126,655 |
Common stock, shares outstanding | 44,177,326 | 40,126,655 |
Redeemable Convertible Series B Preferred Stock [Member] | ||
Debt instrument interest rate, percentage | 12.00% | 12.00% |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock , stated value | $ 1 | $ 1 |
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, shares issued | 144,100 | 0 |
Preferred stock, shares outstanding | 144,100 | 0 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING EXPENSES | ||||
Wages and professional fees | $ 524,279 | $ 240,655 | $ 974,515 | $ 657,831 |
General and administrative | 23,553 | 74,063 | 52,658 | 226,184 |
Total operating expenses | 547,832 | 314,718 | 1,027,173 | 884,015 |
Loss from operations | (547,832) | (314,718) | (1,027,173) | (884,015) |
OTHER EXPENSES | ||||
Interest expense | (121,198) | (99,924) | (200,418) | (187,674) |
Gain on change in fair value of derivatives | 53,869 | 298,431 | ||
Total other Income (expense) | (67,329) | (99,924) | 98,013 | (187,674) |
NET LOSS | (615,161) | (414,642) | (929,160) | (1,071,689) |
Dividends applicable to preferred stock | (3,788) | (4,532) | ||
Loss attributable to noncontrolling interest | (9,396) | (60,094) | ||
Net loss applicable to commons stock holders | $ (618,949) | $ (405,246) | $ (933,692) | $ (1,011,595) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 42,585,593 | 30,036,828 | 41,793,313 | 29,317,321 |
NET LOSS PER COMMON SHARE-BASIC AND DILUTED | $ (0.02) | $ (0.01) | $ (0.02) | $ (0.03) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (929,160) | $ (1,071,689) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 83,750 | |
Amortization of debt and derivative discount | 50,915 | 66,779 |
Initial loss on derivative | 40,354 | |
Change in fair value of derivatives | (298,431) | |
Warrants issued for services | 162,544 | |
Change in assets and liabilities | ||
Decrease (Increase) in deposits and other current assets | (8,000) | 171,869 |
Increase in accounts payable and accrued expenses | 879,314 | 59,671 |
Net cash used in operating activities | (265,008) | (527,076) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowing on line of credit - related party | 81,100 | 235,000 |
Principal payments on debt-related party | (67,000) | (45,200) |
Proceeds received from loans-other | 140,000 | 252,150 |
Preferred shares issued | 125,000 | |
Payments on accounts payable-related party | (19,175) | |
Net cash provided by financing activities | 259,925 | 441,950 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (5,083) | (85,126) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 6,054 | 94,664 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 971 | 9,538 |
Cash paid during the period for: | ||
Interest | 60,000 | 50,000 |
Income Taxes | ||
NON-CASH SUPPLEMENTAL INFORMATION: | ||
Debt discount from convertible loan payable | 35,300 | |
Conversion of loans payable to common stock | 100,000 | 30,000 |
Conversion of accrued interest for common stock | 100,000 | |
Acquisition of minority interest in Smart Fuel | 360,000 | |
Additions to construction in progress in accounts payable | 85,130 | 311,286 |
Debt discount from loan payable-other-convertible - legal fees | 2,850 | |
Additions to construction in progress in accrued interest | 24,748 | |
Accrued salary to equity | 1,684,711 | |
Conversion of accounts payable for common stock | 5,000 | |
Derivative liability from tainted preferred shares | 77,541 | |
Derivative reduction as a result of debt settlement | 52,697 | |
Derivative liability from tainted notes | 109,866 | |
Derivative liability from tainted warrants | $ 816 |
Basis of Presentation and Accou
Basis of Presentation and Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Accounting Policies | Note 1 Basis of Presentation and Accounting Policies The unaudited interim consolidated financial statements include our wholly owned subsidiary, GETH CFP, Inc. (“CFP”). CFP is a Delaware Corporation formed on February 9, 2017 for the purpose of handling and upgrading both third party carbon black and the carbon black produced by our GEN 1 End of Life Tire Processing Plants. We acquired a Carbon Black Finishing System in 2016 for installation in our Centralized Carbon Black Finishing Plant located in Ohio. The equipment is currently being refurbished and when completed will be relocated and installed with the assistance of GETH’s strategic partners, under a master services agreement that covers all of the GETH plants. The Ohio site is being provided by the Lawrence County Economic Development Corporation as part of its mission to bring jobs back to that part of Ohio. All significant inter-company balances and transactions have been eliminated in the consolidation as of and for the six months ended June 30, 2018. The unaudited interim consolidated financial statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2017 and 2016 audited financial statements included in our Form 10-K and should be read in conjunction with the notes to the financial statements which appear in that report. The preparation of these unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. In the opinion of management, the information furnished in these unaudited interim consolidated financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the six months ended June 30, 2018 and 2017. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. 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. In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards did not have an impact on the Company’s consolidated statements of operations for any periods presented. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern These unaudited interim consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. For the six months ended June 30, 2018, we had a net loss. We also have a working capital deficit and an accumulated deficit since inception. These factors raise substantial doubt about our ability to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from a future uncertainty. The Company plans to continue funding itself through the generation of revenues and raising capital through loans and new equity. |
Loan Payable - Related Party an
Loan Payable - Related Party and Convertible | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loan Payable - Related Party and Convertible | Note 3 Loan Payable – Related Party and Convertible On March 3, 2017, we approved a new working capital line of credit loan with our CEO, Chris Bowers in the amount up to $150,000 with interest at 8% which matured on December 31, 2017. The maturity date was extended to December 31, 2018. The note has conversion rights for our common shares at $0.10 per share. As of June 30, 2018, this note had a balance of $54,100 and accrued interest in the amount of $10,040. In the six months ended June 30, 2018, the Company borrowed $75,100 on the LOC and repaid $111,000 in which, $61,000 was in cash and $50,000 was reassigned to the READS note. There was no BCF on the additions during the six months ended June 30, 2018. The Company evaluated this convertible LOC for Beneficial Conversion Features (BCF) and concluded that the LOC incurred a Beneficial Conversion Features (BCF) when it was issued. The BCF resulted in a debt discount in the amount of $35,300 of which the full amount was amortized in 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. As of June 30, 2018, these two LOCs had an outstanding balance in the amount of $1,000,000 with no accrued interest. 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 for a total of $60,000 for the six months ended June 30, 2018. The due dates of the two loans were extended to December 31, 2018. The funds were used for working capital in the Company. The first LOC has two Addendums attached to it. Addendum A clarifies debt conversion rights attached to the LOC at $0.20 per share of common stock. Addendum B clarifies other rights attached to the LOC. There was no BCF on the balance of the LOC2. These other rights, referred to above, are numbered below. (The second LOC has the same rights as that of the first LOC). These certain other rights in Addendum B provide for the following: 1. LOC has Repayment rights: The LOC has priority principal and interest repayment rights from other sources of capital received by the Company. 2. LOC has Warrant rights: Bowers has the right to receive 500,000 (five hundred thousand) $0.10 warrants for providing the LOC and 250,000 (two hundred fifty thousand) $0.10 warrants per $100,000 drawn against the $500,000 LOC. This would be a total of 1,750,000 $0.10 warrants to be issued to Bowers and/or Assigns for providing the funding and the Company using all $500,000 LOC. These warrants will be accounted for once the term of the warrants is known. 3. LOC has Additional Stock Conversion rights: At any time while the LOC is outstanding, Bowers has the right to convert per $100,000 of the LOC for 500,000 shares of duly paid and non-assessable common stock of the Company at a conversion price of $0.20 per share (subject to adjustment in the event of stock splits or stock dividends) by providing a notice of conversion in a form reasonably acceptable to the Company. The full conversion of the LOC would be 2,500,000 shares of the Company common stock. The Company evaluated these convertible LOCs for 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 $8,800 was amortized for the year ended December 31, 2016 and the balance was amortized during the year ended December 31, 2017. The Company also has an outstanding note payable to our CEO Chris Bowers for $134,000. The note is subject to annual interest of eight percent (8%), convertible at $0.50 per share and matured on December 31, 2017. The maturity date was extended to December 31, 2018. As of June 30, 2018, the accrued interest on this note was $20,640. We have an unsecured line of credit with H. E. Capital, S. A., a related party. The line of credit accrues interest at the rate of 8% per annum. The maturity date of the line of credit was extended to December 31, 2018. This line of credit has a $0.10 per common share conversion rate. Balance of the line of credit at June 30, 2018 was $246,537 with accrued interest in the amount of $70,970. For the six months ended June 30, 2018, the Company borrowed $6,000 from the LOC and paid back $6,000. H.E. Capital converted $40,000 of the LOC for 1,000,000 shares of our common stock. |
Secured Debentures
Secured Debentures | 6 Months Ended |
Jun. 30, 2018 | |
Secured Debt [Abstract] | |
Secured Debentures | Note 4 Secured Debentures On January 24, 2011, we entered into a series of securities purchase agreements with accredited investors pursuant to which we sold an aggregate of $380,000 in 12% secured debentures. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between us and the investors. As of June 30, 2018, these secured debentures have an outstanding balance of $305,000 and accrued interest in the amount of $292,730. These debentures are in default. |
Loan Payable - Other and Conver
Loan Payable - Other and Convertible | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other and Convertible | Note 5 Loan Payable – Other and Convertible On May 16, 2016, we approved H.E. Capital S.A.’s (HEC) request to assign to a private company $200,000 of its Line of Credit Note. We approved the request and reduced HEC’s Line of Credit Note for that amount and recorded a new note. On July 19, 2016, the private company converted $100,000 of its note into 1,000,000 common shares of the Company’s stock. In January 2018, the maturity date of the Line of Credit was extended to December 31, 2018. As of June 30, 2018, the note balance is $100,000 with accrued interest in the amount of $18,389. On July 1, 2016, we issued a note to a private individual in the amount of $49,295. This new note has $0.50 conversion rights attached to it and accrues interest at 8%. In January 2018, the maturity date was extended to June 30, 2018. This note is presently in default. As of June 30, 2018, this note had accrued interest in the amount of $7,887. 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 on July 20, 2017 in the amount of $75,000 to Peak One. This debenture matures on July 20, 2020 and was issued as a commitment fee in connection with the agreement, as well as agreed to issue 300,000 shares of our common stock as commitment shares. On July 25, 2017, we issued these shares valued at $27,000. Both the commitment debenture and commitment shares were charged to other current assets until such time the registration statement is filed after which the amount will be amortized over the life of the offering. Conversion price is 90% of the lowest closing bid price of the last 20 days prior to the conversion date. The note has a derivative discount in the amount of $75,000 at issue and at June 30, 2018 has a remaining balance to amortize in the amount of $66,896. Amortization of debt discount for the six months ended June 30, 2018 amounted to $1,665. On July 27, 2017, we received the first of three installments in connection with Peak One Opportunity LP (Peak One) purchase agreement for certain Company Convertible Debentures totaling $425,000. We issued to Peak One a three year $75,000 non-interest bearing debenture maturing on July 26, 2020. We received the 2 nd On May 22, 2018, we entered into a 12% interest bearing note agreement with JSJ Investments, Inc. in the amount of $75,000 and a $5,500 original issue discount. It was also determined at issue date, that the Note had $69,500 in derivative discount and a day one loss in the amount of $40,354. Amortization of debt discounts amounted to $2,528 for the quarter ended June 30, 2018. Unamortized debt discount as of June 30, 2018 amounted to $72,472. The note has a maturity date of May 22, 2019. The Company may pay this Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium set forth in the agreement and subject to the terms of the agreement at any time on or prior to the date which occurs 180 days after the date of issue (Prepay Date). In the event the Note is not prepaid in full on or before the Prepay Date, the Note will incur a prepayment premium of 135% for the first 90 days, 140% from 91 days to 120 days, 145% from 121 days to 180 days and 150% until maturity date. The Note has conversion rights at any time after the Prepay Date for its holder at a 40% discount to the lowest trading price during the previous twenty trading days to the date of a conversion notice. This note had a balance of $75,000 and accrued interest in the amount of $1,000 as of June 30, 2018. On May 31, 2018, we entered into a 12% interest bearing note agreement with Coolidge Capital LLC in the amount of $75,000 and a $4,500 original issue discount. It was also determined at issue date that the Note had $40,366 in derivative discount. Amortization of debt discounts amounted to $3,178 for the quarter ended June 30, 2018. Unamortized debt discount as of June 30, 2018 amounted to $41,688. The note has a maturity date of February 28, 2019. The Company may pay this Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium set forth in the agreement and subject to the terms of the agreement at any time on or prior to the date which occurs 180 days after the date of issue. The prepayment schedule of payments would be 115% for the first 30 days, 120% for the first 60 days, 125% for the first 90 days, 130% for the first 120 days, 135% for the first 150 days and 140% for the first 180 days. After 180 days from date of issue, there is no prepayment until maturity date when the Note is due with interest. The Note has conversion rights at any time after 180 days after the date of issue for its holder at a 40% discount to the lowest trading price during the previous twenty trading days to the date of conversion. This note had a balance of $75,000 and accrued interest in the amount of $775 as of June 30, 2018. |
Loan Payable - Other and Non-co
Loan Payable - Other and Non-convertible | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other and Non-convertible | Note 6 Loan Payable – Other and Non-Convertible On November 16, 2012, we issued a note to a private individual in the amount of $170,000 with interest accruing at 8% per annum. This note was extended to June 30, 2018. This note is presently in default. As of June 30, 2018, the accrued interest was $27,275. 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 June 30, 2018, we have an outstanding balance in the amount of $543,000 with accrued interest in the amount of $32,792. There was an increase of $50,000 in the note which resulted as a transfer from the Chris Bowers’ credit line. The interest accrues at 9.5% and is allocated to construction in progress. This is a revolving working capital line which is due in one year and has the option for two one-year extensions. During the six months ended June 30, 2018, the working capital credit facility was cancelled. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 Commitments and Contingencies On March 29, 2017, we entered into a lease and working capital credit facility with Caliber Capital & Leasing LLC and its assignee, Real Estate Acquisition Development Sales, LLC (“READS”). Under the agreements, READS is providing an initial commitment of up to $2.5 million for the construction of our first processing line in our centralized Carbon Finishing Plant in Ohio. The loan is dated for April 4, 2017 and to date we have drawn $543,000 from READS which has been used in part to refurbish used equipment. During the six months ended June 30, 2018, the working capital credit facility was cancelled. 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 never happened. During the six months ended June 30, 2018, the Master Equipment and Building Related Lease Agreement was cancelled. 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. The Company is currently in negotiations to sign a new lease since the property covered by the existing lease is no longer available. On July 20, 2017, we entered into an equity purchase agreement for up to $5,000,000 of our common stock with Peak One Opportunity Fund, LP (Peak One). In connection with that same agreement, we also entered into a related registration rights agreement. We issued a convertible debenture in the amount of $75,000 to Peak One as a commitment fee in connection with the agreement, as well as agreed to issue 300,000 shares of our common stock as commitment shares. On July 25, 2017, we issued these shares valued at $27,000. Both the commitment debenture and commitment shares were charged to other current assets until such time the registration statement is filed. To date, the registration statement has not been filed. On January 19, 2018, we signed an agreement with Steven Bredy Consulting LLC (SBC) wherein we will pay SBC 3.5% of the net profit of GETH CFP Inc. carbon finishing plant to be located in Ironton, Ohio. Upon receiving funding through SBC to build and complete the plant to operational, this agreement will be enforced. 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 June 30, 2018, Black Lion has not opened its first plant. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Derivative Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments and Derivative Liabilities | Note 8 – 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. These notes at June 30, 2018 totaled $140,000 with net discounts in the amount of $96,096. 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 consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of June 30, 2018: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 384,820 $ - $ - $ 384,820 Warrant derivative liabilities $ 3,866 $ - $ - $ 3,866 Total $ 388,686 $ - $ - $ 388,686 The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance 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 Note 5), that became convertible during the third quarter of 2017 as well as the mandatorily redeemable Series B convertible preferred stock issued during the six months ended June 30, 2018 (see Note 9), qualified these as derivative instruments since the number of shares issuable under the notes and preferred shares are indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. As a result, all other equity linked instruments including outstanding warrants and fixed rate convertible debt were tainted and also required derivative accounting treatment. The valuation of the derivative liability of the warrants was determined through the use of a Multinomial Lattice model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e. “payoff”) of the option for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option. The valuation of the derivative liability attached to the convertible debt and the preferred shares 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. The following assumptions were used for the valuation of the derivative liability related to the Notes, Preferred Shares and subset to the Warrants as of June 30, 2018: ● The stock price of $ 0.052 $0.02 ● 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 232 286 ● 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 0 days) at maturity based on ownership and trading volume limits; and ● The Holder would automatically convert the note or exercise early at a multiple of the conversion/exercise or the stock price if the registration was effective (after 0 days) and the Company was not in default. Using the results from the model, the Company recorded additional paid in capital of $52,697 from the conversion of $100,000 of debt. The derivative liability recorded for the convertible feature and tainted warrants created a debt discount of $151,037 which is being amortized over the remaining term of the instrument using the effective interest rate method, and is classified as convertible debt on the balance sheet. The Company also issued 144,100 shares of our Series B Convertible Preferred Stock during the six months ended June 30, 2018 for $125,000. These shares are shown in current liability section of the Consolidated Balance Sheet net of their discounted value of $81,491. These shares created a derivative discount and OID in the amount of $77,541 and $19,100, respectively. The Company recorded the change in the fair value of the derivative liability as a gain of $298,431 to reflect the value of the derivative liability for warrants and convertible instruments as $388,686 as of June 30, 2018. The Company also recorded a reclassification from derivative liability to equity of $52,697 for the conversions of a portion of the Company’s convertible notes. The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs: Balance at December 31, 2017 $ 511,237 Fair value of derivative liability at issuance charged to debt discount 228,578 Settlement of derivative liability due to conversion (52,697 ) Unrealized derivative gain included in other expense (298,431 ) Balance at June 30, 2018 $ 388,686 |
Mandatorily Redeemable Series B
Mandatorily Redeemable Series B Preferred Stock | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Mandatorily Redeemable Series B Preferred Stock | Note 9 Mandatorily Redeemable Series B Preferred Stock Preferred Stock 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 the Division of Corporations. These Series B Convertible Preferred shares are senior to Common Shareholders in reference to liquidation dividends and are junior to the Series A Convertible Preferred shares. The Series B Convertible Preferred Shares have an annual 12% dividend with a stated value of $1.00 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, the Company issued 85,800 shares of our new Series B Convertible Preferred Stock for $75,000. These shares are shown in the Liability section of the Balance Sheet as $44,118, net of their discounted value of $41,682. The Company evaluated the classification of the Series B Convertible Preferred Stock under ASC 480-10-25 and determined that due to their mandatory redemption features, the preferred shares were required to be classified as a liability. The embedded conversion option of the preferred shares was also required to be bifurcated and accounted for as derivative liabilities (see Note 8). When issued, the Company recorded an OID and derivative discount of $53,090. For the six months ended June 30, 2018, the Company amortized $11,408. Unamortized discount as of June 30, 2018 amounted to $41,682. On May 1, 2018, the Company issued 58,300 shares of our Series B Convertible Preferred Stock for $50,000. These shares are shown in the Liability section of the Balance Sheet as $18,491 net of their discounted value of $39,809. The Company evaluated the classification of the Series B Convertible Preferred Stock under ASC 480-10-25 and determined that due to their mandatory redemption features, the preferred shares were required to be classified as a liability. The embedded conversion option of the preferred shares was also required to be bifurcated and accounted for as derivative liabilities (see Note 8). During the quarter ended June 30, 2018, the Company recorded an OID and derivative discount of $43,551 and amortization expense of $3,742 which was charged to interest. Unamortized discount as of June 30, 2018 amounted to $39,809. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | Note 10 Equity Common Stock On March 20, 2018, we issued 250,000 shares of common stock to settle $5,000 of vendor debt. During the quarter ended March 31, 2018, Peak One exercised its right to convert a total of $45,000 of its $75,000 debenture into 1,826,646 shares of the Company’s common stock. On May 22, 2018, we issued 1,000,000 shares of common stock to settle $40,000 of our Line of Credit with H. E Capital S.A. On May 31, 2018, Peak One exercised its right to convert a total of $15,000 of its $75,000 debenture into 974,025 shares of the Company’s common stock. Additional Paid-In Capital On March 27, 2018, certain officer and directors of the Company forgave $1,684,711 of accrued salaries which were recorded as a capital contribution. Warrants As of June 30, 2018, no warrants have expired and we had 24,358,342 common stock warrants outstanding which have a weighted average exercise price of $0.10 and a weighted average remaining terms of 2.47 years. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 Related Party Transactions We owed our CEO $6,545 in accounts payable for the six months ended June 30, 2018. On December 31, 2017 we owed our CEO $25,720 in accounts payable and the Company repaid $19,175 during the six months ended June 30, 2018. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 Subsequent Events On July 11, 2018, Peak One exercised its right to convert a total of $12,000 of its $75,000 debenture into 2,181,818 shares of the Company’s common stock leaving a balance of $3,000 remaining on the debenture. |
Basis of Presentation and Acc18
Basis of Presentation and Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
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. In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company adopted these standards at the beginning of the first quarter of fiscal 2018 using the modified retrospective method. The adoption of these standards did not have an impact on the Company’s consolidated statements of operations for any periods presented. |
Fair Value of Financial Instr19
Fair Value of Financial Instruments and Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value of Derivative Financial Liability Measured on Recurring Basis | The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of June 30, 2018: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 384,820 $ - $ - $ 384,820 Warrant derivative liabilities $ 3,866 $ - $ - $ 3,866 Total $ 388,686 $ - $ - $ 388,686 The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance 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, 2017 $ 511,237 Fair value of derivative liability at issuance charged to debt discount 228,578 Settlement of derivative liability due to conversion (52,697 ) Unrealized derivative gain included in other expense (298,431 ) Balance at June 30, 2018 $ 388,686 |
Loan Payable - Related Party 20
Loan Payable - Related Party and Convertible (Details Narrative) - USD ($) | Mar. 03, 2017 | Jan. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 | May 31, 2018 | May 22, 2018 | Dec. 31, 2017 | Nov. 14, 2016 | Aug. 15, 2016 |
Short-term Debt [Line Items] | ||||||||||
Proceeds from borrowings | $ 81,100 | $ 235,000 | ||||||||
Debt discount amount | $ 40,366 | $ 69,500 | ||||||||
Debt discount amortized | $ 50,915 | $ 66,779 | ||||||||
H. E. Capital S.A [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt extended due date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.10 | |||||||||
Accrued interest | $ 70,970 | |||||||||
Proceeds from borrowings | 6,000 | |||||||||
Repayment of line of credit | 6,000 | |||||||||
Line of credit | $ 246,537 | |||||||||
Line of credit accrues interest rate | 8.00% | |||||||||
Line of credit maximum borrowing | $ 40,000 | |||||||||
Conversion of loans payable for common stock | $ 1,000,000 | |||||||||
Line of Credits [Member] | Bowers [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt conversion price per share | $ 0.20 | |||||||||
Line of credit | $ 250,000 | |||||||||
Warrant rights | 500,000 | |||||||||
Warrant rights exercise price | $ 0.10 | |||||||||
Value of warrants drawn against line of credit | $ 100,000 | |||||||||
Line of credit maximum borrowing | $ 500,000 | |||||||||
Total warrant issued shares | 1,750,000 | |||||||||
Additional Stock Conversion Rights [Member] | Line of Credits [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 | |||||||||
Beneficial Conversion Features [Member] | Line of Credits Two [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt discount amount | $ 105,600 | |||||||||
Debt discount amortized | $ 8,800 | |||||||||
Chris Bowers [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt face amount | $ 150,000 | $ 54,100 | $ 90,000 | |||||||
Debt accrued interest rate | 8.00% | 8.00% | ||||||||
Debt maturity date | Dec. 31, 2017 | |||||||||
Debt extended due date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.10 | $ 0.50 | ||||||||
Accrued interest | $ 10,040 | $ 6,420 | ||||||||
Proceeds from borrowings | 75,100 | |||||||||
Repayment of line of credit | 111,000 | |||||||||
Repaid in cash | 61,000 | |||||||||
Reassigned value on LOC | 50,000 | |||||||||
Debt discount amount | 35,300 | |||||||||
Line of credit maximum borrowing | 50,000 | |||||||||
Notes payable, related parties | 134,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Accrued interest | $ 20,640 | |||||||||
Chief Executive Officer [Member] | Line of Credits [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt maturity date | Dec. 31, 2017 | |||||||||
Debt extended due date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.20 | |||||||||
Line of credit | $ 1,000,000 | $ 500,000 | $ 500,000 | |||||||
Line of credit accrues interest rate | 1.00% | |||||||||
Chief Executive Officer [Member] | Two Line of Credits [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Line of credit | $ 60,000 | |||||||||
Line of credit monthly interest payments | $ 10,000 |
Secured Debentures (Details Nar
Secured Debentures (Details Narrative) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jan. 24, 2011 |
Secured debentures payable | $ 305,000 | $ 305,000 | |
Securities Purchase Agreements [Member] | Accredited Investors [Member] | |||
Debt face amount | $ 380,000 | ||
Debt instrument interest rate | 12.00% | ||
Secured debentures payable | 305,000 | ||
Accrued interest | $ 292,730 |
Loan Payable - Other and Conv22
Loan Payable - Other and Convertible (Details Narrative) | May 31, 2018USD ($) | May 22, 2018USD ($) | Nov. 28, 2017USD ($) | Jul. 25, 2017USD ($) | Jul. 20, 2017USD ($)shares | Jul. 27, 2016USD ($) | Jul. 19, 2016USD ($)shares | Jan. 31, 2018 | Jun. 30, 2018USD ($)Number$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 31, 2018USD ($) | Jul. 01, 2016USD ($)$ / shares | May 16, 2016USD ($) |
Debt discount | $ 40,366 | $ 69,500 | |||||||||||
Amortization of debt discount | $ 50,915 | $ 66,779 | |||||||||||
Convertible debentures | $ 75,000 | ||||||||||||
Debt original issue discount | 19,100 | ||||||||||||
Initial loss on derivative | 40,354 | ||||||||||||
Private Individual [Member] | |||||||||||||
Debt extended due date | Jun. 30, 2018 | ||||||||||||
Accrued interest | 7,887 | ||||||||||||
Debt face amount | $ 49,295 | ||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | ||||||||||||
Debt instrument interest rate | 8.00% | ||||||||||||
Private Company [Member] | |||||||||||||
Line of credit | $ 200,000 | ||||||||||||
Conversion of loans payable for common stock | $ 100,000 | ||||||||||||
Number of common shares issued for conversion, shares | shares | 1,000,000 | ||||||||||||
Debt extended due date | Dec. 31, 2018 | ||||||||||||
Loan payable other convertible | 100,000 | ||||||||||||
Accrued interest | 18,389 | ||||||||||||
JSJ Investments [Member] | |||||||||||||
Accrued interest | 1,000 | ||||||||||||
Debt face amount | 75,000 | ||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||
Debt instruments maturity | May 22, 2019 | ||||||||||||
Debt discount | $ 5,500 | 72,472 | |||||||||||
Amortization of debt discount | 2,528 | ||||||||||||
Convertible debentures | 75,000 | ||||||||||||
Initial loss on derivative | $ 40,354 | ||||||||||||
Debt instrument threshold percentage description | The Company may pay this Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium set forth in the agreement and subject to the terms of the agreement at any time on or prior to the date which occurs 180 days after the date of issue (Prepay Date). In the event the Note is not prepaid in full on or before the Prepay Date, the Note will incur a prepayment premium of 135% for the first 90 days, 140% from 91 days to 120 days, 145% from 121 days to 180 days and 150% until maturity date. The Note has conversion rights at any time after the Prepay Date for its holder at a 40% discount to the lowest trading price during the previous twenty trading days to the date of a conversion notice. | ||||||||||||
Coolidge Capital LLC [Member] | |||||||||||||
Accrued interest | 775 | ||||||||||||
Debt face amount | 75,000 | ||||||||||||
Debt instrument interest rate | 12.00% | ||||||||||||
Debt instruments maturity | Feb. 28, 2019 | ||||||||||||
Debt discount | $ 4,500 | 41,688 | |||||||||||
Amortization of debt discount | 3,178 | ||||||||||||
Convertible debentures | $ 75,000 | ||||||||||||
Debt instrument threshold percentage description | The Company may pay this Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium set forth in the agreement and subject to the terms of the agreement at any time on or prior to the date which occurs 180 days after the date of issue. The prepayment schedule of payments would be 115% for the first 30 days, 120% for the first 60 days, 125% for the first 90 days, 130% for the first 120 days, 135% for the first 150 days and 140% for the first 180 days. After 180 days from date of issue, there is no prepayment until maturity date when the Note is due with interest. The Note has conversion rights at any time after 180 days after the date of issue for its holder at a 40% discount to the lowest trading price during the previous twenty trading days to the date of conversion. | ||||||||||||
Peak One Opportunity Fund, LP [Member] | |||||||||||||
Convertible debentures | $ 75,000 | $ 75,000 | |||||||||||
Peak One Opportunity Fund, LP [Member] | Equity Purchase Agreement [Member] | |||||||||||||
Proceeds from issuance of common stock | $ 5,000,000 | ||||||||||||
Common shares issued as a commitment fee | $ 75,000 | ||||||||||||
Debt instruments maturity | Jul. 20, 2020 | ||||||||||||
Common shares issued as a commitment fee, shares | shares | 300,000 | ||||||||||||
Shares issued value | $ 27,000 | ||||||||||||
Conversion price percentage | 90.00% | ||||||||||||
Debt discount | 66,896 | ||||||||||||
Amortization of debt discount | 1,665 | ||||||||||||
Peak One Opportunity Fund, LP [Member] | Non-interest Bearing Convertible Debenture [Member] | Equity Purchase Agreement [Member] | |||||||||||||
Debt face amount | $ 75,000 | ||||||||||||
Peak One Opportunity Fund, LP [Member] | Convertible Debt One [Member] | |||||||||||||
Debt discount | 29,200 | ||||||||||||
Amortization of debt discount | 28,394 | ||||||||||||
Convertible debentures | 65,000 | ||||||||||||
Number of debenture convertible, value | $ 60,000 | ||||||||||||
Number of debenture convertible, shares | shares | 2,800,671 | ||||||||||||
Peak One Opportunity Fund, LP [Member] | Convertible Debt One [Member] | Equity Purchase Agreement [Member] | |||||||||||||
Debt instruments maturity | Jul. 26, 2020 | ||||||||||||
Conversion price percentage | 65.00% | ||||||||||||
Convertible debentures | $ 425,000 | ||||||||||||
Debt installment | 75,000 | ||||||||||||
Debt original issue discount | $ 61,200 | ||||||||||||
Debt conversion price per share for stock | $ / shares | $ 0.15 | ||||||||||||
Stock trading days | Number | 20 | ||||||||||||
Peak One Opportunity Fund, LP [Member] | Convertible Debt Two [Member] | Equity Purchase Agreement [Member] | |||||||||||||
Debt instruments maturity | Nov. 28, 2020 | ||||||||||||
Convertible debentures | $ 50,000 |
Loan Payable - Other and Non-23
Loan Payable - Other and Non-convertible (Details Narrative) - USD ($) | Mar. 03, 2017 | Nov. 16, 2012 | Jun. 30, 2018 | Dec. 31, 2017 | Mar. 29, 2017 |
Short-term Debt [Line Items] | |||||
Accrued interest, current | $ 32,792 | ||||
Loans payable | $ 543,000 | ||||
Revolving working capital line description | This is a revolving working capital line which is due in one year and has the option for two one-year extensions. | ||||
Caliber Capital & Leasing LLC [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument interest rate | 9.50% | ||||
Initial commitment, amount | $ 2,500,000 | ||||
Private 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 | ||||
Accrued interest, current | $ 27,275 | ||||
Chris Bowers [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt face amount | $ 150,000 | $ 54,100 | $ 90,000 | ||
Debt instrument interest rate | 8.00% | 8.00% | |||
Debt extended due date | Dec. 31, 2018 | ||||
Maximum line of credit facility | $ 50,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Jan. 19, 2018 | Jul. 25, 2017USD ($) | Jul. 20, 2017USD ($)shares | Apr. 11, 2017USD ($)ft² | Apr. 11, 2017USD ($)ft² | Apr. 04, 2017USD ($) | Dec. 31, 2013USD ($) | Mar. 29, 2017USD ($) |
Real Estate Acquisition Development Sales, LLC [Member] | ||||||||
Proceeds from related party | $ 543,000 | |||||||
Black Lion Oil Limited [Member] | ||||||||
Payment of fees | $ 100,000 | |||||||
Percentage of royalties rate | 10.00% | |||||||
Percentage of gross revenues | 5.00% | |||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | ||||||||
Proceeds from issuance of common stock | $ 5,000,000 | |||||||
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 | |||||||
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 | 10 years | ||||||
Space for lease | ft² | 11,200 | 11,200 | ||||||
Lease expiration | Jun. 1, 2027 | |||||||
Lease extended period | 5 years | |||||||
Lease initial payment per squarefoot | $ 4 | $ 4 | ||||||
Lease payment for square feet value | $ 3,733 | |||||||
GETH CFP, Inc [Member] | First Extension [Member] | ||||||||
Lease payment for square feet value | $ 4,200 | |||||||
Lease payment description | The first extension is at $4.50 per sq. ft. with payments in the amount of $4,200 per month | |||||||
Steven Bredy Consulting LLC [Member] | ||||||||
Net profit percentage | 3.50% |
Fair Value of Financial Instr25
Fair Value of Financial Instruments and Derivative Liabilities (Details Narrative) - USD ($) | May 01, 2018 | Mar. 13, 2018 | Jun. 30, 2018 | May 31, 2018 | May 22, 2018 | Dec. 31, 2017 |
Debt discount | $ 40,366 | $ 69,500 | ||||
Derivative discount | $ 77,541 | |||||
Debt original issue discount | $ 19,100 | |||||
Debt instrument interest rate, description | The stock price of $0.052 to $0.02 in these periods (variable conversion price; reset provisions; and upon redemption or default penalties) would fluctuate with the Company's projected volatility. | |||||
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 232% through 286% 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); and | |||||
Changing fair value of derivative liability | $ 298,431 | |||||
Derivative liability | 388,686 | $ 511,237 | ||||
Reclassification from derivative liability to equity | 52,697 | |||||
Warrant Granted [Member] | Fair Value of Convertible Feature [Member] | ||||||
Debt discount | 151,037 | |||||
Fair value of convertible debt instrument with additional paid in capital | 52,697 | |||||
Debt instrument conversion convertible | $ 100,000 | |||||
Minimum [Member] | ||||||
Debt conversion price per share | $ 0.052 | |||||
Maximum [Member] | ||||||
Debt conversion price per share | $ 0.02 | |||||
Series B Convertible Preferred Stock [Member] | ||||||
Debt discount | $ 53,090 | $ 53,090 | $ 41,682 | |||
Number of preferred stock shares issued | 58,300 | 85,800 | 144,100 | |||
Number of preferred stock shares issued, value | $ 50,000 | $ 75,000 | $ 125,000 | |||
Discounted value of shares | $ 39,809 | $ 41,682 | 81,491 | |||
Long-term Debt [Member] | ||||||
Long term debt | 140,000 | |||||
Debt discount | $ 96,096 |
Fair value of Financial Instr26
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Fair Value of Derivative Financial Liability Measured on Recurring Basis (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Embedded conversion derivative liability | $ 384,820 | $ 378,221 |
Warrant derivative liabilities | 3,866 | 133,016 |
Derivative liabilities | 388,686 | 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 | 384,820 | 378,221 |
Warrant derivative liabilities | 3,866 | 133,016 |
Derivative liabilities | $ 388,686 | $ 511,237 |
Fair value of Financial Instr27
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Financial Instrument Fair Value on Recurring Basis Unobservable Inputs (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Investments, All Other Investments [Abstract] | |
Fair value of derivative liability beginning balance | $ 511,237 |
Fair value of derivative liability at issuance charged to debt discount | 228,578 |
Settlement of derivative liability due to conversion | (52,697) |
Unrealized derivative gain included in other expense | (298,431) |
Fair value of derivative liability ending balance | $ 388,686 |
Mandatorily Redeemable Series28
Mandatorily Redeemable Series B Preferred Stock (Details Narrative) | May 01, 2018USD ($)shares | Mar. 13, 2018USD ($)shares | Mar. 08, 2018Number$ / shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | May 31, 2018USD ($) | May 22, 2018USD ($) | Dec. 31, 2017USD ($) |
Preferred stock , stated value | $ / shares | $ 1 | |||||||
Preferred stock value | ||||||||
Debt discount | $ 40,366 | $ 69,500 | ||||||
Amortization of debt discount | $ 50,915 | $ 66,779 | ||||||
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 âmandatory redemption dateâ 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. | |||||||
Conversion price percentage | 75.00% | |||||||
Stock trading days | Number | 10 | |||||||
Number of preferred stock shares issued | shares | 58,300 | 85,800 | 144,100 | |||||
Number of preferred stock shares issued, value | $ 50,000 | $ 75,000 | $ 125,000 | |||||
Preferred stock value | 18,491 | 44,118 | ||||||
Discounted value of shares | 39,809 | 41,682 | 81,491 | |||||
Debt discount | $ 53,090 | $ 53,090 | 41,682 | |||||
Amortization of debt discount | 11,408 | |||||||
Amortization expense | 3,742 | |||||||
Series B Convertible Preferred Stock One [Member] | ||||||||
Debt discount | $ 39,809 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | May 22, 2018 | Mar. 20, 2018 | May 31, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Mar. 27, 2018 |
Convertible debt | $ 75,000 | |||||
Accrued salaries | $ 1,684,711 | |||||
Warrants [Member] | ||||||
Class of warrant or right, outstanding | 24,358,342 | |||||
Warrants outstanding weighted average price | $ 0.10 | |||||
Weighted average term of warrant | 2 years 5 months 20 days | |||||
Vendor [Member] | ||||||
Number of common stock shares issued to settle debt, shares | 250,000 | |||||
Number of common stock shares issued to settle debt | $ 5,000 | |||||
Peak One Opportunity Fund, LP [Member] | ||||||
Convertible debt | 75,000 | $ 75,000 | ||||
Peak One Opportunity Fund, LP [Member] | Convertible Debt [Member] | ||||||
Number of debenture, value | $ 15,000 | $ 45,000 | ||||
Number of debenture, shares | 974,025 | 1,826,646 | ||||
H.E capital S.A [Member] | ||||||
Number of common stock shares issued to settle debt, shares | 1,000,000 | |||||
Number of common stock shares issued to settle debt | $ 40,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Payments on accounts payable-related party | $ 19,175 | ||
CEO [Member] | |||
Accounts payable | 6,545 | $ 25,720 | |
Payments on accounts payable-related party | $ 19,175 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jul. 11, 2018 | May 31, 2018 | Mar. 31, 2018 |
Convertible debt | $ 75,000 | ||
Peak One Opportunity Fund, LP [Member] | |||
Convertible debt | 75,000 | $ 75,000 | |
Peak One Opportunity Fund, LP [Member] | Convertible Debt [Member] | |||
Number of debenture, value | $ 15,000 | $ 45,000 | |
Number of debenture, shares | 974,025 | 1,826,646 | |
Subsequent Event [Member] | Peak One Opportunity Fund, LP [Member] | |||
Number of debenture, value | $ 3,000 | ||
Convertible debt | 75,000 | ||
Subsequent Event [Member] | Peak One Opportunity Fund, LP [Member] | Convertible Debt [Member] | |||
Number of debenture, value | $ 12,000 | ||
Number of debenture, shares | 2,181,818 |