Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 13, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GREEN ENVIROTECH HOLDINGS CORP. | ||
Entity Central Index Key | 0001428765 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 572,689 | ||
Entity Common Stock, Shares Outstanding | 398,371,777 | ||
Trading Symbol | GETH | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 1,180 | $ 6,054 |
Prepaid expenses | 2,000 | 5,812 |
Other current assets | 104,284 | |
Total current assets | 3,180 | 116,150 |
PROPERTY PLANT AND EQUIPMENT | ||
Construction in Progress | 934,774 | |
TOTAL ASSETS | 3,180 | 1,050,924 |
CURRENT LIABILITIES | ||
Accounts payable | 842,563 | 647,445 |
Accounts payable-related party | 25,720 | |
Accrued expenses | 2,189,723 | 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 | 222,860 | 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, 60,910 and 0 shares issued and outstanding as of December 31, 2018 and December 31, 2017 respectively | 34,820 | |
Derivative liability | 60,004 | 511,237 |
Total current liabilities | 5,862,607 | 5,962,129 |
Loan payable-other-convertible, long term | 38,203 | 73,845 |
TOTAL LIABILITIES | 5,900,810 | 6,035,974 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock | ||
Common stock, $0.001 par value, 750,000,000 shares authorized, 156,952,606 and 40,126,655 shares issued and outstanding | 156,952 | 40,127 |
Additional paid in capital | 23,650,375 | 21,604,141 |
Accumulated deficit | (29,704,957) | (26,629,318) |
Total Green Envirotech Holdings Corp. Stockholders' deficit | (5,897,630) | (4,985,050) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 3,180 | 1,050,924 |
Convertible Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Debt instrument interest rate, percentage | 9.50% | |
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 | 750,000,000 | 750,000,000 |
Common stock, shares issued | 156,952,606 | 40,126,655 |
Common stock, shares outstanding | 156,952,606 | 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 | 60,910 | 0 |
Preferred stock, shares outstanding | 60,910 | 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 - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING EXPENSES | ||
Wages and professional fees | $ 1,924,206 | $ 3,034,054 |
General and administrative | 78,083 | 307,037 |
Impairment of assets | 980,801 | |
Total operating expenses | 2,983,090 | 3,341,091 |
Total net loss from operating expenses | 2,983,090 | 3,341,091 |
OTHER INCOME (EXPENSE) | ||
Interest expense | (615,797) | (592,310) |
Change in fair value of derivatives | 523,248 | (722) |
Derivative reduction as a result of debt settlement | 62,919 | |
Total non-operating expenses | (92,549) | (530,113) |
NET LOSS | (3,075,639) | (3,871,204) |
Dividends applicable to preferred stock | (8,404) | |
Loss attributable to noncontrolling interest | (60,094) | |
Net loss applicable to commons stock holders | $ (3,084,043) | $ (3,811,110) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 52,654,731 | 32,099,678 |
NET LOSS PER COMMON SHARE-BASIC AND DILUTED: | $ (0.06) | $ (0.12) |
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, 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 | |||||
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 for loan commitment | $ 300 | 26,700 | 27,000 | $ 27,000 | |||
Common shares issued as a commitment fee for loan commitment, shares | 300,000 | 300,000 | |||||
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 | |||||
Warrants issued for services - Related party | 592,313 | 592,313 | $ 592,313 | ||||
Warrants issued for services | 81,229 | 81,229 | 81,229 | ||||
Warrants derivative liability | (127,660) | (127,660) | (127,660) | ||||
Derivative Value for tainted notes | (252,858) | (252,858) | (252,858) | ||||
Debt discount from convertible loan payable | 35,300 | 35,300 | 35,300 | ||||
BCF associated with convertible notes | 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) | |||
Conversion of accounts payable for common stock | |||||||
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 | ||||||
Common shares issued for services | |||||||
Common shares issued as a result of Smart Fuel merger, shares | 32,931,947 | ||||||
Conversion of loans payable for common stock | $ 42,441 | 80,058 | 122,499 | 122,499 | |||
Conversion of loans payable for common stock, shares | 42,441,699 | ||||||
Conversion of preferred shares for common stock | $ 73,134 | 65,185 | 138,319 | 138,319 | |||
Conversion of preferred shares for common stock, shares | 73,134,252 | ||||||
Conversion of loans payable for common stock-Related party | $ 1,000 | 39,000 | 40,000 | 40,000 | |||
Conversion of loans payable for common stock-Related party, shares | 1,000,000 | ||||||
Conversion of accounts payable for common stock | $ 250 | 4,750 | 5,000 | 5,000 | |||
Conversion of accounts payable for common stock, shares | 250,000 | ||||||
Derivative liability for tainted warrants | (816) | (816) | (816) | ||||
Settlement of derivative liability | 173,346 | 173,346 | 173,346 | ||||
Accrued salary forgiven | 1,684,711 | 1,684,711 | 1,684,711 | ||||
Net loss | (3,075,639) | (3,075,639) | (3,075,639) | ||||
Balance at Dec. 31, 2018 | $ 156,952 | $ 23,650,375 | $ (29,704,957) | $ (5,897,630) | $ (5,897,630) | ||
Balance, shares at Dec. 31, 2018 | 156,952,606 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,075,639) | $ (3,871,204) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 220,925 | 262,293 |
Change in fair value of derivatives | (523,248) | 722 |
Common stock issued for services | 91,250 | |
Derivative reduction as a result of debt settlement | (62,919) | |
Disputed shares issued out of escrow | 1,428 | |
Initial loss on derivatives | 40,354 | |
Loss from impairment of assets | 980,801 | |
Penalty interest | 4,000 | |
Warrants issued for services | 81,229 | |
Warrants issued for services-related party | 592,313 | |
Change in assets and liabilities | ||
Decrease in deposits and other current assets | 108,096 | 209,369 |
Increase in accounts payable and accrued expenses | 1,957,009 | 1,856,674 |
Net cash used in operating activities | (287,702) | (838,845) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Construction in Progress | (177,245) | |
Net cash used in investing activities | (177,245) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowing on line of credit - related party | 81,100 | 325,000 |
Principal payments on debt-related party | (67,000) | (28,620) |
Borrowing from others - non-related party | 140,000 | 408,300 |
Borrowing from non-convertible note-related party | 493,000 | |
Preferred shares issued for cash | 165,000 | |
Principal payments on debt-non-related party | (270,200) | |
Payments on accounts payable-related party | (36,272) | |
Net cash provided by financing activities | 282,828 | 927,480 |
NET DECREASE IN CASH | (4,874) | (88,610) |
CASH - BEGINNING OF PERIOD | 6,054 | 94,664 |
CASH - END OF PERIOD | 1,180 | 6,054 |
Cash paid during the period for: | ||
Interest | 62,642 | 184,912 |
Income Taxes | ||
NON-CASH SUPPLEMENTAL INFORMATION: | ||
Accounts Payable settled in exchange for equipment | 114,386 | |
Accrued salary contributed to equity | 1,684,711 | |
Additions to CIP in accounts payable | 177,626 | 34,614 |
Debt principal and penalty interest converted to common stock | 122,499 | 507,192 |
Debt principal converted to common stock-Related Party | 40,000 | |
Preferred stock converted into common stock | 138,319 | |
Derivative liability from tainted warrants | 816 | |
Derivative liability from preferred shares | 94,327 | |
Derivative liability from tainted notes | 109,866 | 220,498 |
Settlement of derivative liability as a result of debt conversion | 173,346 | 380,518 |
Interest capitalized to CIP | 37,931 | |
Conversion of accounts payable for common stock | 5,000 | |
Costs of minority shares purchased in SFS acquisition | 360,000 | |
Common shares issued for equity purchase agreement | 27,000 | |
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 | 10,552 | 54,340 |
Debt discount from convertible loan payable - BCF & OID | 58,650 | |
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, 2018 | |
Organization And Basis Of Presentation | |
Organization and Basis of Presentation | NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION Green EnviroTech Holdings Corp. (the “Company”) was incorporated on June 26, 2007, under the name Wolfe Creek Mining, Inc. 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 from October 6, 2008 to current. 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, 2018, 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 raising substantial doubt and its ability to continue as a going concern. The 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. These factors raise substantial doubt regarding its ability 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, 2018 | |
Summary Of Significant Accounting Policies | |
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, GETH CFP, Inc., a wholly owned subsidiary, formed in Delaware on February 9, 2017. This subsidiary will be our new carbon finishing plant to be 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. 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, 2018 and 2017, respectively. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. Construction in Progress 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. During the year end December 31, 2017, we incurred engineering and design costs on our first planned GEN 1 End of Life Tire Processing Plant. The engineering and design includes process flow diagrams, equipment specifications, building layout and piping and instrument drawings. These costs are carried in Construction in Progress. Interest on the borrowing related to construction is capitalized in accordance with ASC 835-20 Capitalization of Interest. 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. Please refer to Construction in Progress. 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 January 1, 2018, 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 2018 Tax Returns. We will file our first Ohio Corporate Franchise Tax Board return for the year ended December 31, 2018, in 2019. 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, 2018 and 2017, 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, 2018 and 2017. During the years ended December 31, 2018 and 2017, we granted no common stock warrants to investors, lenders, consultants and certain officers. The fair value of any stock warrants if 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. 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 There were recently issued updates most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our financial position, results of operations or cash flows. 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, 2018 | |
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, 2019. During the year ended December 31, 2018, H.E. Capital converted $40,000 of the debt into 1,000,000 common shares of the Company. H.E. Capital also advanced to the Company $6,000. The Company paid $6,000 to H. E. Capital during 2018 to reduce debt. 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. The balance of the loan at December 31, 2018 was $246,537 with accrued interest in the amount of $81,051. 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, 2017, H.E. Capital loan balance was $286,537 with accrued interest in the amount of $59,743. History of the H. E. Capital loans is as follows: December 31, 2018 December 31, 2017 Beginning Balance $ 286,537 $ 496,737 Proceeds 6,000 65,000 Cash payments (6,000 ) (45,200 ) Non-cash conversion (40,000 ) (230,000 ) Ending Balance $ 246,537 $ 286,537 On February 1, 2016, we issued an 8%, $134,000 Note Payable to our former 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 we assumed the note. The note is convertible at $0.50 per share. This note is in default as of December 31, 2018. As of December 31, 2018 and 2017, the accrued interest on this note was $26,044 and $15,324 respectively. On March 3, 2017, we approved a new working capital line of credit loan with our former CEO, Chris Bowers in the amount up to $150,000 at 8% due December 31, 2018. This note was extended until December 31, 2018, but was not extended further. The note is now in default. The note has conversion rights into our common shares at $0.10 per share. For the year ended December 31, 2018, this note has a balance of $54,100 with accrued interest in the amount of $12,222. 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 CF 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 former 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 for both years ended December 31, 2018 and 2017. There was accrued interest in the amount of $60,000 for the year ended December 31, 2018 and none for the year ended December 31, 2017. These LOCs accrue interest at the rate of 1% per month based upon $1,000,000 total balance. We have been paying $10,000 per month in interest on the two LOCs, but we were not able to make these payments for the last six months of 2018. The due date of the two loans was December 31, 2018. These two loans were not extended and are in default. 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 was amortized in the year the LOC was accepted. 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. 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 not qualify for derivative treatment. |
Loan Payable - Other - Non-Conv
Loan Payable - Other - Non-Convertible | 12 Months Ended |
Dec. 31, 2018 | |
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 and was not further extended. This note is in default as of December 31, 2018. The Company used the funds to pay off the convertible notes held by Asher Enterprise, Inc. As of December 31, 2018 and 2017 the loan has an outstanding balance of $170,000 and accrued interest in the amount of $34,130 and $20,530 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%. The accrued interest on this new note on December 31, 2018 was $9,875 and was $5,932 on December 31, 2017. The $170,000 balance is not convertible; only the $49,295 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 had an outstanding balance in the amount of $493,000 with accrued interest in the amount of $8,044. As of December 31, 2018, we have an outstanding balance in the amount of $543,000 with accrued interest in the amount of $59,158. There was an increase of $50,000 in the note which resulted as a transfer from the Chris Bowers credit line. This is a revolving working capital line which is due in one year and has the option for two one-year extensions. The interest accrues at 9.5% and is allocated to construction in progress. During the year ended December 31, 2018, the working capital credit facility was cancelled and the assets in construction in progress were impaired. Please see Note 2 Construction in Progress During the year ended December 31, 2018, the former CEO paid expenses on behalf of the Company of $10,552 and received repayments of $36,272. The balance due to the related party was $0 and $25,720 as of December 31, 2018 and 2017, respectively. |
Loan Payable - Other - Converti
Loan Payable - Other - Convertible | 12 Months Ended |
Dec. 31, 2018 | |
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 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. 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, but was not further extended and is now in default. As of December 31, 2018 and 2017, the balance of this loan is $100,000 with accrued interest in the amount of $22,422 and $14,422 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 at present has not been extended. This note represents the accrued interest on the $170,000 note we owe the individual. This note was generated at their request. On December 31, 2018 and 2017, this note had accrued interest in the amount of $9,875 and $5,932 respectively. On May 22, 2018, we entered into a 12% interest bearing note agreement with JSJ Investments, Inc. in the amount of $75,000; the note has a $5,500 original issue discount. It was also determined at issue date, that the note had $69,500 in derivative discount. Amortization of debt discounts amounted to $21,167 for the year ended December 31, 2018. Unamortized debt discount as of December 31, 2018 amounted to $53,833. 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. On December 3, 2018, JSJ Investments, Inc. exercised its right to convert $5,084 of the debt into 3,868,756 common shares of the Company Stock. This note had a balance of $69,916 and accrued interest in the amount of $5,551 as of December 31, 2018. On May 31, 2018, we entered into a 12% interest bearing note agreement with Coolidge Capital LLC in the amount of $75,000; the note has a $4,500 original issue discount. It was also determined on the date of issue, that the note had $40,366 in derivative discount. Amortization of debt discounts amounted to $32,464 for the year ended December 31, 2018. Unamortized debt discount as of December 31, 2018 amounted to $12,402. 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. On December 7, 2018, Coolidge Capital LLC exercised its right to convert $5,116 of the debt into 3,279,428 common shares of the Company Stock. This note had a balance of $69,884 and accrued interest in the amount of $5,332 for the year ended December 31, 2018. 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. |
Secured Debentures
Secured Debentures | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [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. The balance of these Debentures on December 31, 2018 and 2017 was $305,000. The accrued interest for the years ended December 31, 2018 and 2017 was $311,437 and $274,328 respectively. |
Loan Payable - Other - Conver_2
Loan Payable - Other - Convertible - Long Term | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Loan 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 prior year, it was determined this note had derivative discount in the amount of $75,000 of which $6,439 was amortized in 2017 leaving a net balance of $68,561 at December 31, 2017. Amortization of debt discounts and conversion amounted to $30,665 for the year ended December 31, 2018. Unamortized debt discount as of December 31, 2018 amounted to $37,896. During the year ended December 31, 2018, Peak One Opportunity LP exercised its right to convert $33,300 of this note for 28,060,946 common shares of the Company’s stock. This note had a balance of $41,700 as of December 31, 2018. 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 non-interest 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 $11,785. 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 prior year, 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. Amortization of debt discounts amounted to $36,104 for the year ended December 31, 2018. Unamortized debt discount was fully amortized during the year when the note was fully satisfied by conversion. During the year ended December 31, 2018, Peak One Opportunity LP exercised its right to convert the note balance from December 31, 2017 in the amount of $75,000 and $4,000 in penalty for 7,232,569 common shares of the Company’s stock. This note had no balance at year ended December 31, 2018. 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 prior year, 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. Amortization of debt discounts amounted to $5,889 for the year ended December 31, 2018. Unamortized debt discount as of December 31, 2018 amounted to $15,601. This note had a balance of $50,000 for the year ended December 31, 2018. These debentures total $91,700 and reflect a net derivative discount in the amount of $53,497. The net of the debentures and the derivative discount as shown on the balance sheet is $38,203 for the year ended December 31, 2018 as compared to $73,845 for the year ended December 31, 2017. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Deficit | |
Stockholders' Deficit | NOTE 8- STOCKHOLDERS’ DEFICIT Preferred Stock The Company has 25,000,000 preferred shares of $0.001 par value stock authorized. 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. 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. When issued, the Company recorded an OID and derivative discount of $53,090. For the year ended December 31, 2018, the Company amortized the $53,090 discount, when all of the issued 85,800 shares of Preferred Stock were converted into 32,931,947 shares of common stock which also included $5,148 of accrued dividend. 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 Consolidated Balance Sheet as $8,673 net of their OID and discounted value of $4,937. 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. During the year ended December 31, 2018, the Company recorded an OID and derivative discount of $43,551 and amortization expense of $38,614 which was charged to interest expense when 44,690 Preferred Shares were converted into 40,202,305 shares of common stock which also included $2,681 accrued dividend. Unamortized discount as of December 31, 2018 amounted to $4,937. As of December 31, 2018, there remains 13,610 Series B Convertible Preferred Shares from this issue. On October 31, 2018, the Company issued 47,300 shares of our Series B Convertible Preferred Stock for $40,000. These shares are shown in the Liability section of the Consolidated Balance Sheet as $26,147 net of their OID and discounted value of $21,153. 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. During the year ended December 31, 2018, the Company recorded an OID and derivative discount of $24,085 and amortization expense of $2,932 which was charged to interest expense. Unamortized discount as of December 31, 2018 amounted to $21,153. As of December 31, 2018, there remains 47,300 Series B Convertible Preferred Shares from this issue. The Series B Convertible Preferred Stock total 60,910 as of December 31, 2018 and reflect a net OID and derivative discount in the amount of $26,090. The net of the Preferred Shares and the OID and derivative discount as shown on the balance sheet is $34,820 as of December 31, 2018 as compared to none as of December 31, 2017. Common Stock The Company has 750,000,000 common shares of $0.001 par value stock authorized. On December 31, 2018, we had 156,952,606 common shares outstanding as compared to 40,126,655 common shares outstanding on December 31, 2017. On October 10, 2018, the Company held a meeting with shareholders concerning its Proxy Statement requesting shareholders’ approval to extend the authorized common shares of the Company from 250,000,000 to 750,000,000. It was approved. The Company at the time of the approval had outstanding 48,609,224 common shares and needed approval from 24,304,613 shareholders to proceed. The Proxy Statement was approved by the shareholders and the Certificate of Amendment was stamped approved by the state of Delaware on October 12, 2018. Warrants The Company uses a fair price option pricing model in valuing options and warrants. 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 is 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 warrant activity during 2018 and 2017: Warrants Weighted Average Exercise Price 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 Outstanding - December 31, 2018 24,358,342 $ 0.10 Exercisable as of December 31, 2018 24,358,342 $ 0.10 The weighted average remaining life of the outstanding common stock warrants as of December 31, 2018 and 2017 was 1.89 and 2.89 years. The aggregate intrinsic value of the outstanding common stock warrants as of December 31, 2018 and 2017 was $0 and $88,045 respectively. 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 for a loan commitment. ● 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 as a result of Smart Fuel Solutions, Inc. merger. ● 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 recognized a total of 650,000 common stock warrants issued by Smart Fuel Solutions, Inc. (SFS), our subsidiary, to its board of directors. SFS issued 600,000 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 former 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. Stock and Warrant issues during the year ended December 31, 2018: Stock Issues: ● we issued 35,293,515 common shares to Peak One Opportunity Fund LP to settle $108,300 of debt and $4,000 in penalty. ● we issued 250,000 common shares in March to settle $5,000 of accounts payable to a vendor. ● we issued 1,000,000 common shares in May to H. E. Capital, a related party, to settle $40,000 of their line of credit debt. ● we issued 2,400,000 common shares in September to Geneva Roth Remark Holdings Inc. to convert 12,000 Series B Convertible Preferred Stock and $720 accrued dividend. ● we issued 1,435,417 common shares in September to Geneva Roth Remark Holdings Inc. to convert another 6,500 Series B Convertible Preferred Stock and $390 accrued dividend. ● we issued 7,696,748 common shares in October to Geneva Roth Remark Holdings Inc. to convert another 25,400 Series B Convertible Preferred Stock and $1,524 accrued dividend. ● we issued 12,944,724 common shares in November to Geneva Roth Remark Holdings Inc. to convert another 28,340 Series B Convertible Preferred Stock and $1,700 accrued dividend. ● we issued 3,868,756 common shares in December to JSJ Investments Inc. to settle $5,084 of debt. ● we issued 3,279,428 common shares in December to Coolidge Capital LLC to settle $5,116 of debt. ● we issued 48,657,363 common shares in December to Geneva Roth Remark Holdings Inc. to convert another 58,250 Series B Convertible Preferred Stock and $3,494 accrued dividend. Warrant Issues: The Company did not issue any warrants during the year ended December 31, 2018. ● A recap of our common shares issued during the year ended December 31, 2018; we issued 250,000 common shares for services rendered valued at $5,000, we issued 43,441,699 common shares to convert $158,500 of debt and $4,000 of fees, we issued 73,134,252 common shares to convert 130,490 Series B Convertible Preferred Stock and $7,828 accrued dividend. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 – Related Party Transactions On January 9, 2017, we recognized 350,000 common stock warrants issued by Smart Fuel Solutions, Inc. (SFS), our subsidiary, to its board of directors who were related parties. SFS issued 300,000 in January and 50,000 in June. Chris Bowers, our former 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 former 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 and 50,000 to Chris Smith 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. On May 22, 2018, we issued 1,000,000 common shares to H. E. Capital to settle $40,000 of their line of credit debt and $100,000 of accrued interest due them. 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. |
Acquisition of Minority Interes
Acquisition of Minority Interest In Smart Fuel Solutions, Inc. | 12 Months Ended |
Dec. 31, 2018 | |
Acquisition Of Minority Interest In Smart Fuel Solutions Inc. | |
Acquisition of Minority Interest In Smart Fuel Solutions, Inc. | NOTE 10 – 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, 2018, the Company has issued 3,000,000 of the 3,600,000 shares exchanged. The fair value as of the date of merger 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11 – 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 2012 through 2018 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. Net Deferred Tax Assets consisted of the following components as of December 31, 2018 and 2017: Deferred Tax Assets: 2018 2017 NOL Carryover Tax Advantage $ 2,775,731 $ 2,600,452 Valuation allowance (2,775,731 ) (2,600,452 ) $ - $ - The income tax provision differs from the amount of income tax determined by applying the U.S. Federal Income tax rate to pretax income from continuing operations for the years ended December 31, 2018 and 2017. At December 31, 2018, the Company had a net operating loss carry forward in the amount of approximately $13,218,000 available to offset future taxable income indefinitely. 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 and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 – Commitments and CONTINGENCIES 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. During 2013, the Company entered into an agreement with Black Lion Oil Limited (Black Lion) whose primary focus is on emerging energy technology with broad applications. Under the agreement, the Company granted to Black Lion exclusive rights to the “waste to oil” process in specific territories outside of the United States. In return Black Lion paid $100,000 in cash to the Company as a fee and agreed to pay the Company royalties amounting to ten percent (5.0%) of Black Lion’s gross sales. The Company used the fee for working capital. As of December 31, 2018, Black Lion has not opened its first plant. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Derivative Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments and Derivative Liabilities | NOTE 13 – 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 $91,700 with net discounts in the amount of $53,497. 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 sheet on a recurring basis, and their level within the fair value hierarchy as of December 31, 2018: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 59,750 $ - $ - $ 59,750 Warrant derivative liabilities $ 254 $ - $ - $ 254 Total $ 60,004 $ - $ - $ 60,004 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, that became convertible during the prior year as well as the mandatorily redeemable Series B convertible preferred stock issued during the year ended December 31, 2018 (see Note 8), 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 and preferred shares. 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 December 31, 2018: ● The stock price of $ 0.0060 $0.0053 ● 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 212 342 ● 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 $173,346 from the conversion of $300,818 of debt. The derivative liability recorded for the convertible feature created a debt discount of $109,866 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 191,400 shares of our Series B Convertible Preferred Stock during the year ended December 31, 2018 for $165,000. These shares are shown in current liability section of the Consolidated Balance Sheet net of their discounted value of $26,090 and conversion amount of $130,490. These shares created a derivative discount and OID in the amount of $120,726. The Company recorded the change in the fair value of the derivative liability as a gain of $523,248 to reflect the value of the derivative liability for warrants and convertible instruments as $60,004 as of December 31, 2018. 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 as of December 31, 2018: Balance at December 31, 2017 $ 511,237 Fair value of derivative liability at issuance 245,361 Settlement of derivative liability due to conversion (173,346 ) Unrealized derivative gain included in other expense (523,248 ) Balance at December 31, 2018 $ 60,004 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 as of December 31, 2017: 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, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 SUBSEQUENT EVENTS On January 16, 2019, the Company issued to its Chairman Gary M. DeLaurentiis 137,000,000 $0.001 common shares of the Company representing a partial payment of $137,000 of his unpaid accrued compensation of $280,000 at year end December 31, 2018. On January 17, 2019, the Company authorized and issued to H.E. Capital S.A. at its request 10,000,000 (ten million) free trading common shares of the Company at $0.0027 per share to satisfy $27,000 of the debt it owed H.E. Capital S.A. On January 24, 2019, the Company recommended that the shareholders act to authorize the board to effect a reverse split of the Company’s common stock in any amount up to 200 to one at any time within one year of the date of the authorization, at the board’s discretion. The reverse was approved by the majority shareholders however, has not been approved by the Board or FINRA as of the date of the filing. On January 24, 2019, the Company authorized and issued to H.E. Capital S.A. at its request 20,000,000 (twenty million) free trading common shares of the Company at $0.0025 per share to satisfy $50,000 of the debt it owed H.E. Capital S.A. On January 24, 2019, the Company issued to its Chairman Gary M. DeLaurentiis 45,000,000 $0.001 common shares of the Company representing a partial payment of $45,000 of his unpaid accrued compensation of $280,000 at December 31, 2018. On January 24, 2019, the Company recommended the Company’s Certificate of Incorporation be amended to make clear the board of directors have the authority to create one or more series of preferred stock. The recommendation was made to the stockholders to clearly delegate that authority to the board of directors. It was approved by the majority stockholders. This has not been approved by the Board to make any changes as of the date of this filing. During January 2019, we issued 16,029,556 common shares to Geneva Roth Remark Holdings Inc. to convert another 13,610 Series B Convertible Preferred Stock and $817 accrued dividend. During January and February, we issued 120,119,043 common shares to Peak One Opportunity Fund LP to settle $91,700, representing the remainder of their debt. On February 12, 2019, GHS Investments LLC entered into an agreement with JSJ Investments Inc. (JSJ) to purchase our note dated May 22, 2018 from JSJ. Please see Note 5 On February 13, 2019, Hernan Rizo resigned as the Company’s interim Chief Financial Officer. On February 15, 2019, GHS Investments LLC converted $16,365 of principal and $6,135 of Interest of the JSJ Investments Inc. note it purchased on February 12, 2019 into 25,000,000 of our common shares. On February 15, 2019, Coolidge Capital LLC (Coolidge) returned the 3,279,428 shares of our stock it received in a previous conversion when GHS Investments LLC entered into an agreement with Coolidge to purchase our note dated May 31, 2018 from Coolidge. Please see Note 5 On February 22, 2019, we entered into a 10% interest bearing note agreement with GHS Investments LLC in the amount of $47,000. The Note has a $7,000 original issue discount. The note has a 9 month maturity date per note. The Company may prepay this Note upon 3 business days, written notice and in accordance with the following schedule: If within 60 calendar days from the execution of this Note, 120% of all outstanding principal and interest due on each outstanding Note in one payment. On or after 60 calendar days from the execution of the Note and within 120 days from execution, 130% of all outstanding principal and interest due on each outstanding Note in one payment. Between 121 and 180 days from the date of execution, the Note may be prepaid for 135% of all outstanding amounts due on each outstanding Note in one payment. The Note has conversion rights .0015 at any time after date of issue for its holder. On March 1, 2019, GHS Investments LLC converted $22,998 of principal and $246 of Interest of the JSJ Investments Inc. note it purchased on February 12, 2019 into 26,000,000 of our common shares. On March 18, 2019, GHS Investments LLC converted $21,318 of principal and $171 of Interest of the JSJ Investments Inc. note it purchased on February 12, 2019 into 27,550,000 of our common shares. On March 27, 2019, we entered into a 10% interest bearing note agreement with GHS Investments LLC in the amount of $44,000. The Note has a $4,000 original issue discount. The note has a maturity date nine (9) calendar months from the date the funds are received by the Company. This funds were received on April 2, 2019. The Company may prepay this Note upon 3 business days, written notice and in accordance with the following schedule: If within 60 calendar days from the execution of this Note, 120% of all outstanding principal and interest due on each outstanding Note in one payment. On or after 60 calendar days from the execution of the Note and within 120 days from execution, 130% of all outstanding principal and interest due on each outstanding Note in one payment. Between 121 and 180 days from the date of execution, the Note may be prepaid for 135% of all outstanding amounts due on each outstanding Note in one payment. The Note has conversion rights of .00072 per note, unless in default at any time after date of issue for its holder. On March 27, 2019, the Company accepted from the DeLaurentiis Family Trust (Trust) offer to transfer common shares of the Company back into the Company in order for the Company to use these shares to complete its reserve shares commitment on a $44,000 loan by GHS Investments LLC. The Company also agreed to replace each share being transferred from the Trust back to the Trust as soon as it has the shares available. The Trust transferred 182,000,000 shares to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary, GETH CFP, Inc., a wholly owned subsidiary, formed in Delaware on February 9, 2017. This subsidiary will be our new carbon finishing plant to be 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. |
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, 2018 and 2017, respectively. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. |
Construction in Progress | Construction in Progress 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. During the year end December 31, 2017, we incurred engineering and design costs on our first planned GEN 1 End of Life Tire Processing Plant. The engineering and design includes process flow diagrams, equipment specifications, building layout and piping and instrument drawings. These costs are carried in Construction in Progress. Interest on the borrowing related to construction is capitalized in accordance with ASC 835-20 Capitalization of Interest. |
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. Please refer to Construction in Progress. 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 January 1, 2018, 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 2018 Tax Returns. We will file our first Ohio Corporate Franchise Tax Board return for the year ended December 31, 2018, in 2019. 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, 2018 and 2017, 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, 2018 and 2017. During the years ended December 31, 2018 and 2017, we granted no common stock warrants to investors, lenders, consultants and certain officers. The fair value of any stock warrants if 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. |
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 There were recently issued updates most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our financial position, results of operations or cash flows. |
Related Party | Related Party The Company follows ASC 850, “ Related Party Disclosures,” |
Loan Payable - Related Party _2
Loan Payable - Related Party and Convertible (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of H E Capital Loans Activity | History of the H. E. Capital loans is as follows: December 31, 2018 December 31, 2017 Beginning Balance $ 286,537 $ 496,737 Proceeds 6,000 65,000 Cash payments (6,000 ) (45,200 ) Non-cash conversion (40,000 ) (230,000 ) Ending Balance $ 246,537 $ 286,537 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Equity Deficit Tables Abstract | |
Schedule of Warrants | The following table presents the warrant activity during 2018 and 2017: Warrants Weighted Average Exercise Price 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 Outstanding - December 31, 2018 24,358,342 $ 0.10 Exercisable as of December 31, 2018 24,358,342 $ 0.10 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | Net Deferred Tax Assets consisted of the following components as of December 31, 2018 and 2017: Deferred Tax Assets: 2018 2017 NOL Carryover Tax Advantage $ 2,775,731 $ 2,600,452 Valuation allowance (2,775,731 ) (2,600,452 ) $ - $ - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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 sheet on a recurring basis, and their level within the fair value hierarchy as of December 31, 2018: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 59,750 $ - $ - $ 59,750 Warrant derivative liabilities $ 254 $ - $ - $ 254 Total $ 60,004 $ - $ - $ 60,004 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 as of December 31, 2018: Balance at December 31, 2017 $ 511,237 Fair value of derivative liability at issuance 245,361 Settlement of derivative liability due to conversion (173,346 ) Unrealized derivative gain included in other expense (523,248 ) Balance at December 31, 2018 $ 60,004 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 as of December 31, 2017: 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 Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 13, 2017 | |
Cash equivalents | |||
Capitalization of interest | 37,931 | $ 8,044 | |
Construction in progress | $ 114,386 | ||
Tax benefit likelyhood 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 | $ 0.10 |
Estimated forfeiture rate | 0.00% | 0.00% | |
Employees stock option granted | 0 | 0 | |
Convertible Debt and Preferred Shares [Member] | |||
Common stock warrants outstanding | 102,048,949 | ||
Warrants [Member] | |||
Common stock warrants outstanding | 24,358,342 |
Loan Payable - Related Party _3
Loan Payable - Related Party and Convertible (Details Narrative) - USD ($) | Mar. 03, 2017 | Dec. 03, 2010 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2018 | May 22, 2018 | Dec. 13, 2017 | Nov. 14, 2016 | Sep. 28, 2016 | Aug. 15, 2016 | Feb. 01, 2016 |
Short-term Debt [Line Items] | |||||||||||
Debt accrued interest rate | 9.50% | ||||||||||
Conversion of loans payable for common stock | $ 122,499 | $ 507,192 | |||||||||
Debt convertible shares | 6,281,040 | ||||||||||
Proceeds from line of credit | 81,100 | $ 325,000 | |||||||||
Accrued interest | 5,932 | 9,875 | |||||||||
Convertible debt | 222,860 | ||||||||||
Debt discount amount | 96,641 | $ 40,366 | $ 69,500 | ||||||||
Amortization of debt discount | $ 220,925 | $ 262,293 | |||||||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||
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 convertible shares | 500,000 | ||||||||||
Conversion of stock, shares issued | 2,500,000 | ||||||||||
Smart Fuel Solutions, Inc. [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt conversion price per share | $ 0.50 | ||||||||||
Conversion of stock, shares issued | 3,000,000 | ||||||||||
Accrued interest | $ 26,044 | $ 15,324 | |||||||||
Warrant rights | 3,143,000 | ||||||||||
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 | $ 8,800 | 96,800 | |||||||||
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 | $ 12,222 | ||||||||||
Line of credit maximum borrowing capacity | $ 150,000 | 54,100 | |||||||||
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% | ||||||||||
Notes payable, related parties | $ 134,000 | ||||||||||
Chris Bowers [Member] | Two Line of Credit [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Accrued interest | 60,000 | ||||||||||
Line of credit | 1,000,000 | 1,000,000 | |||||||||
H. E. Capital S.A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Conversion of loans payable for common stock | $ 40,000 | $ 230,000 | |||||||||
Debt convertible shares | 1,000,000 | 2,300,000 | |||||||||
Repayment of debt | $ 6,000 | $ 45,200 | |||||||||
Proceeds from line of credit | $ 65,000 | ||||||||||
Accrued interest | 59,743 | ||||||||||
Notes payable, related parties | $ 286,537 | ||||||||||
H. E. Capital S.A [Member] | Line of Credit [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt convertible shares | 1,000,000 | ||||||||||
Accrued interest | $ 100,000 | ||||||||||
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] | |||||||||||
Value of warrants drawn against line of credit | $ 500,000 | ||||||||||
Warrant rights exercise price | $ 0.10 | ||||||||||
Warrants to be issued during the period | 1,750,000 | ||||||||||
H. E. Capital S.A [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt accrued interest rate | 8.00% | ||||||||||
Debt conversion price per share | $ 0.10 | $ 0.10 | |||||||||
Debt maturity date | Dec. 31, 2019 | ||||||||||
Advanced capital from related party | $ 6,000 | ||||||||||
Debt face amount | 246,537 | ||||||||||
Accrued interest | 81,051 | ||||||||||
Convertible debt | $ 246,537 |
Loan Payable - Related Party _4
Loan Payable - Related Party and Convertible - Schedule of H E Capital Loans Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Non-cash conversion | $ (122,499) | $ (507,192) |
H. E. Capital S.A [Member] | ||
Beginning Balance | 286,537 | 496,737 |
Proceeds | 6,000 | 65,000 |
Cash payments | (6,000) | (45,200) |
Non-cash conversion | (40,000) | (230,000) |
Ending Balance | $ 246,537 | $ 286,537 |
Loan Payable - Other - Non-Co_2
Loan Payable - Other - Non-Convertible (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Nov. 15, 2013 | Mar. 29, 2017 | Jun. 30, 2016 | Nov. 15, 2012 | |
Short-term Debt [Line Items] | ||||||
Debt accrued interest rate | 9.50% | |||||
Loans payable | $ 543,000 | $ 493,000 | ||||
Accrued interest, current | 59,158 | 8,044 | ||||
Conversion of loans payable for common stock | $ 122,499 | 507,192 | ||||
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. | |||||
Expenses paid by related party on behalf of the Company | $ 10,552 | 54,340 | ||||
Payments on accounts payable-related party | 36,272 | |||||
Balance due to related party | 25,720 | 0 | ||||
Bowers [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Loans payable | 50,000 | |||||
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 | 34,130 | 20,530 | ||||
New Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt accrued interest rate | 8.00% | |||||
Loans payable | 170,000 | $ 170,000 | ||||
Accrued interest, current | $ 9,875 | $ 5,932 | $ 49,295 | |||
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 accrued interest rate | 8.00% | |||||
Debt extended due date | Jun. 30, 2018 | |||||
Former CEO [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Expenses paid by related party on behalf of the Company | 10,552 | |||||
Payments on accounts payable-related party | $ 36,272 |
Loan Payable - Other Convertib
Loan Payable - Other Convertible (Details Narrative) - USD ($) | Dec. 07, 2018 | Dec. 03, 2018 | May 31, 2018 | May 22, 2018 | Jul. 19, 2016 | Jul. 01, 2016 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | May 16, 2016 |
Conversion of loans payable for common stock | $ 122,499 | $ 507,192 | ||||||||
Debt convertible shares | 6,281,040 | |||||||||
Debt accrued interest rate | 9.50% | |||||||||
Accrued interest | $ 5,932 | $ 9,875 | ||||||||
Debt discount | $ 40,366 | $ 69,500 | 96,641 | |||||||
Amortization of debt discount | 220,925 | 262,293 | ||||||||
Convertible debentures | 222,860 | |||||||||
Individual [Member] | ||||||||||
Debt accrued interest rate | 8.00% | |||||||||
Debt conversion price per share | $ 0.50 | |||||||||
Debt extended due date | Dec. 31, 2017 | |||||||||
Accrued interest | $ 170,000 | |||||||||
Debt face amount | $ 49,295 | |||||||||
Private Company [Member] | ||||||||||
Line of credit | $ 200,000 | |||||||||
Conversion of loans payable for common stock | $ 100,000 | |||||||||
Debt convertible shares | 1,000,000 | |||||||||
Debt accrued interest rate | 8.00% | |||||||||
Debt conversion price per share | $ 0.10 | |||||||||
Debt extended due date | Dec. 31, 2018 | |||||||||
Loan payable other convertible | 100,000 | 100,000 | ||||||||
Accrued interest | 22,422 | $ 14,422 | ||||||||
JSJ Investments [Member] | ||||||||||
Debt accrued interest rate | 12.00% | |||||||||
Accrued interest | 5,551 | |||||||||
Debt face amount | 69,916 | |||||||||
Debt instruments maturity | May 22, 2019 | |||||||||
Debt discount | $ 5,500 | 53,833 | ||||||||
Conversion of stock, value | $ 5,084 | |||||||||
Conversion of stock, shares | 3,868,756 | |||||||||
Amortization of debt discount | 21,167 | |||||||||
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 (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] | ||||||||||
Debt accrued interest rate | 12.00% | |||||||||
Accrued interest | 5,332 | |||||||||
Debt face amount | 69,884 | |||||||||
Debt instruments maturity | Feb. 28, 2019 | |||||||||
Debt discount | $ 4,500 | 12,402 | ||||||||
Conversion of stock, value | $ 5,116 | |||||||||
Conversion of stock, shares | 3,279,428 | |||||||||
Amortization of debt discount | $ 32,464 | |||||||||
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. |
Secured Debentures (Details Nar
Secured Debentures (Details Narrative) - USD ($) | Jan. 24, 2011 | Dec. 31, 2018 | Dec. 31, 2017 |
Interest rate | 9.50% | ||
Secured debentures payable | $ 305,000 | $ 305,000 | |
Accrued interest | 5,932 | 9,875 | |
Secured Debenture Holders [Member] | |||
Secured debentures payable | 305,000 | 305,000 | |
Accrued interest | $ 311,437 | $ 274,328 | |
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 |
Loan Payable - Other - Conver_3
Loan Payable - Other - Convertible - Long Term (Details Narrative) | Nov. 28, 2017USD ($) | Jul. 27, 2017USD ($) | Jul. 25, 2017USD ($) | Jul. 20, 2017USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)Number$ / sharesshares | May 31, 2018USD ($) | May 22, 2018USD ($) |
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 | |||||||
Debt discount | $ 96,641 | $ 40,366 | $ 69,500 | |||||
Amortization of debt discount | 220,925 | $ 262,293 | ||||||
Number of common shares issued for conversion, shares | shares | 6,281,040 | |||||||
Convertible debentures | 222,860 | |||||||
Debt conversion, amount | 122,499 | $ 507,192 | ||||||
Debt original issue discount | 120,726 | |||||||
Convertible Debt [Member] | ||||||||
Loan Payable - other and convertible | 73,845 | |||||||
Amortization of debt discount | $ 53,497 | |||||||
Common Stock [Member] | ||||||||
Common shares issued as a commitment fee | $ 300 | |||||||
Common shares issued as a commitment fee, shares | shares | 300,000 | |||||||
Shares issued value | $ 3,000 | |||||||
Number of common shares issued for conversion, shares | shares | 42,441,699 | 6,281,040 | ||||||
Debt conversion, amount | $ 42,441 | $ 6,281 | ||||||
Peak One Opportunity Fund, LP [Member] | Convertible Debt [Member] | ||||||||
Loan Payable - other and convertible | 38,203 | |||||||
Convertible debentures | 91,700 | |||||||
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 | 41,700 | 75,000 | ||||||
Debt discount | 37,896 | 6,439 | ||||||
Loan Payable - other and convertible | $ 68,561 | |||||||
Amortization of debt discount | $ 30,665 | |||||||
Number of common shares issued for conversion, shares | shares | 33,300 | |||||||
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 | |||||||
Amortization of debt discount | $ 36,104 | 625 | ||||||
Convertible debentures | 75,000 | |||||||
Debt installment | $ 75,000 | |||||||
Debt face amount | 75,000 | |||||||
Debt original issue discount | $ 12,500 | $ 11,785 | ||||||
Debt conversion price per share | $ / shares | $ 0.15 | |||||||
Stock trading days | Number | 20 | |||||||
Debt conversion, penalty amount | $ 4,000 | |||||||
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 | 50,000 | $ 14,208 | ||||||
Debt discount | 15,601 | 496 | ||||||
Loan Payable - other and convertible | 13,712 | |||||||
Amortization of debt discount | $ 5,889 | 222 | ||||||
Convertible debentures | $ 425,000 | |||||||
Debt installment | 50,000 | |||||||
Debt original issue discount | $ 8,000 | $ 7,778 | ||||||
Debt conversion price per share | $ / shares | $ 0.15 | |||||||
Stock trading days | Number | 20 | |||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | Common Stock [Member] | ||||||||
Number of common shares issued for conversion, shares | shares | 28,060,946 | |||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | Common Stock [Member] | Convertible Debt One [Member] | ||||||||
Number of common shares issued for conversion, shares | shares | 7,232,569 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Oct. 31, 2018USD ($)shares | Oct. 10, 2018Numbershares | May 01, 2018USD ($)shares | Mar. 13, 2018USD ($)shares | Mar. 08, 2018Number$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | May 31, 2018USD ($) | May 22, 2018USD ($) | Dec. 13, 2017$ / shares |
Preferred stock, shares authorized | shares | 25,000,000 | 25,000,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Number of shares issued | shares | 3,000,000 | |||||||||
Number of shares issued, value | $ 300,000 | |||||||||
Amortization of debt discount | $ 220,925 | 262,293 | ||||||||
Preferred stock value | ||||||||||
Debt discount | $ 96,641 | $ 40,366 | $ 69,500 | |||||||
Common stock, shares authorized | shares | 750,000,000 | 750,000,000 | ||||||||
Common stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares outstanding | shares | 48,609,224 | 156,952,606 | 40,126,655 | |||||||
Number of shareholders to proceed in increasing the authorized shares | Number | 24,304,613 | |||||||||
Stock issued during period, shares, issued for services | shares | 600,000 | |||||||||
Number of common shares issued for services | $ 91,250 | |||||||||
Number of common shares issued for conversion, shares | shares | 6,281,040 | |||||||||
Conversion of loans payable for common stock | 122,499 | $ 507,192 | ||||||||
Accrued interest | $ 5,932 | $ 9,875 | ||||||||
Warrant exercise price | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | |||||||
Warrant expire date | Dec. 31, 2020 | |||||||||
Incremental value of modification of existing warrants charged to expense | $ 30,623 | |||||||||
Fair value of warrants | $ 481,112 | |||||||||
JSJ Investments [Member] | ||||||||||
Amortization of debt discount | $ 21,167 | |||||||||
Debt discount | 53,833 | $ 5,500 | ||||||||
Accrued interest | 5,551 | |||||||||
Coolidge Capital LLC [Member] | ||||||||||
Amortization of debt discount | 32,464 | |||||||||
Debt discount | 12,402 | $ 4,500 | ||||||||
Accrued interest | $ 5,332 | |||||||||
H. E. Capital S.A [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 1,000,000 | 2,300,000 | ||||||||
Conversion of loans payable for common stock | $ 40,000 | $ 230,000 | ||||||||
Accrued interest | $ 59,743 | |||||||||
Minimum [Member] | ||||||||||
Common stock, shares authorized | shares | 250,000,000 | |||||||||
Maximum [Member] | ||||||||||
Common stock, shares authorized | shares | 750,000,000 | |||||||||
Common Stock [Member] | ||||||||||
Number of shares issued | shares | 32,931,947 | 3,000,000 | ||||||||
Number of shares issued, value | $ 3,000 | |||||||||
Stock issued during period, shares, issued for services | shares | 600,000 | |||||||||
Number of common shares issued for services | $ 600 | |||||||||
Number of common shares issued for conversion, shares | shares | 42,441,699 | 6,281,040 | ||||||||
Conversion of loans payable for common stock | $ 42,441 | $ 6,281 | ||||||||
Common Stock One [Member] | ||||||||||
Number of shares issued | shares | 40,202,305 | |||||||||
Warrants [Member] | ||||||||||
Weighted average remaining contractual life | 1 year 10 months 21 days | 2 years 10 months 21 days | ||||||||
Aggregate intrinsic value of outstanding warrants | $ 0 | $ 88,045 | ||||||||
Common Stock Warrants [Member] | ||||||||||
Warrant exercise price | $ / shares | $ 0.10 | |||||||||
Warrant expire date | Dec. 31, 2020 | |||||||||
Common stock warrant | shares | 4,650,000 | |||||||||
Fair value of warrants | $ 147,199 | |||||||||
Common Stock Warrants [Member] | Board of Directors [Member] | ||||||||||
Common stock warrant | shares | 650,000 | |||||||||
Common Stock Warrants [Member] | Gary De Laurentiis [Member] | ||||||||||
Number of warrants issued for services, shares | shares | 300,000 | |||||||||
Common Stock Warrants [Member] | Chris Bowers [Member] | ||||||||||
Number of warrants issued for services, shares | shares | 3,250,000 | |||||||||
Common stock warrant | shares | 200,000 | |||||||||
Common Stock Warrants [Member] | Gary De Laurentiis [Member] | ||||||||||
Common stock warrant | shares | 150,000 | |||||||||
Common Stock Warrants [Member] | Two Board Member [Member] | ||||||||||
Common stock warrant | shares | 150,000 | |||||||||
Common Stock Warrants [Member] | Two Other Board Member [Member] | ||||||||||
Number of warrants issued for services, shares | shares | 50,000 | |||||||||
Common Stock Warrants [Member] | Four Other Related Parties [Member] | ||||||||||
Number of warrants issued for services, shares | shares | 250,000 | |||||||||
Common Stock Warrants [Member] | January [Member] | ||||||||||
Common stock warrant | shares | 600,000 | |||||||||
Common Stock Warrants [Member] | May [Member] | ||||||||||
Number of warrants issued for services, shares | shares | 100,000 | |||||||||
Number of warrants issued for services, value | $ 14,608 | |||||||||
Warrant exercise price | $ / shares | $ 0.50 | |||||||||
Warrant expire date | May 25, 2020 | |||||||||
Common Stock Warrants [Member] | June [Member] | ||||||||||
Common stock warrant | shares | 50,000 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, par value | $ / shares | $ 1 | |||||||||
Temporary equity, shares authorized | shares | 300,000 | |||||||||
Dividend percentage | 12.00% | |||||||||
Temporary equity, stated value | $ / shares | $ 1 | |||||||||
Conversion rights, description | 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. | |||||||||
Percentage of conversion rights | 75.00% | |||||||||
Stock trading days | Number | 10 | |||||||||
Number of shares issued | shares | 47,300 | 58,300 | 85,800 | 191,400 | ||||||
Number of shares issued, value | $ 40,000 | $ 50,000 | $ 75,000 | $ 165,000 | ||||||
Derivative discount | 21,153 | 4,937 | 53,090 | |||||||
Amortization of debt discount | 26,147 | 53,090 | ||||||||
Accrued dividend | 2,681 | $ 5,148 | ||||||||
Preferred stock value | $ 26,147 | $ 8,673 | ||||||||
Number of common shares issued for conversion, shares | shares | 300,000 | |||||||||
Conversion of loans payable for common stock | $ 130,490 | |||||||||
Series B Convertible Preferred Stock [Member] | September [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 12,000 | |||||||||
Series B Convertible Preferred Stock [Member] | October [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 25,400 | |||||||||
Series B Convertible Preferred Stock [Member] | November [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 28,340 | |||||||||
Series B Convertible Preferred Stock [Member] | December [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 58,250 | |||||||||
Series B Convertible Preferred Stock [Member] | First 30 Days [Member] | ||||||||||
Percentage of redemption stock options | 105.00% | |||||||||
Series B Convertible Preferred Stock [Member] | First 60 Days [Member] | ||||||||||
Percentage of redemption stock options | 110.00% | |||||||||
Series B Convertible Preferred Stock [Member] | First 90 Days [Member] | ||||||||||
Percentage of redemption stock options | 115.00% | |||||||||
Series B Convertible Preferred Stock [Member] | First 120 Days [Member] | ||||||||||
Percentage of redemption stock options | 120.00% | |||||||||
Series B Convertible Preferred Stock [Member] | First 150 Days [Member] | ||||||||||
Percentage of redemption stock options | 125.00% | |||||||||
Series B Convertible Preferred Stock [Member] | First 180 Days [Member] | ||||||||||
Percentage of redemption stock options | 130.00% | |||||||||
Series B Convertible Preferred Stock [Member] | Thereafter [Member] | ||||||||||
Percentage of redemption stock options | 0.00% | |||||||||
Series B Convertible Preferred Stock One [Member] | ||||||||||
Number of shares issued | shares | 44,690 | |||||||||
Derivative discount | $ 43,551 | |||||||||
Amortization expense | 38,614 | |||||||||
Debt discount | 4,937 | |||||||||
Series B Convertible Preferred Stock One [Member] | September [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Accrued dividend | $ 390 | |||||||||
Number of common shares issued for conversion, shares | shares | 6,500 | |||||||||
Series B Convertible Preferred Stock One [Member] | October [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Accrued dividend | $ 1,524 | |||||||||
Series B Convertible Preferred Stock One [Member] | November [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Accrued dividend | 1,700 | |||||||||
Series B Convertible Preferred Stock One [Member] | December [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Accrued dividend | $ 3,494 | |||||||||
Series B Convertible Preferred Stock One Remaining [Member] | ||||||||||
Number of shares issued | shares | 13,610 | |||||||||
Series B Convertible Preferred Stock Two [Member] | ||||||||||
Derivative discount | $ 24,085 | |||||||||
Amortization expense | 2,932 | |||||||||
Debt discount | $ 21,153 | |||||||||
Series B Convertible Preferred Stock Two Remaining [Member] | ||||||||||
Number of shares issued | shares | 47,300 | |||||||||
Series B Convertible Preferred Stock Three [Member] | ||||||||||
Number of shares issued | shares | 60,910 | |||||||||
Derivative discount | $ 34,820 | |||||||||
Preferred stock value | $ 26,090 | |||||||||
Common Share [Member] | ||||||||||
Number of shares issued | shares | 250,000 | |||||||||
Number of shares issued, value | $ 5,000 | |||||||||
Number of common shares issued for conversion, shares | shares | 43,441,699 | |||||||||
Conversion of loans payable for common stock | $ 158,500 | |||||||||
Fees amount | $ 4,000 | |||||||||
Common Share [Member] | Peak One Opportunity Fund, LP [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 35,293,515 | |||||||||
Conversion of loans payable for common stock | $ 108,300 | |||||||||
Debt conversion, penalty amount | $ 4,000 | |||||||||
Common Share [Member] | January [Member] | ||||||||||
Stock issued during period, shares, issued for services | shares | 100,000 | |||||||||
Number of common shares issued for services | $ 20,000 | |||||||||
Common Share [Member] | April [Member] | H. E. Capital S.A [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 1,300,000 | |||||||||
Conversion of loans payable for common stock | $ 30,000 | |||||||||
Accrued interest | $ 100,000 | |||||||||
Common Share [Member] | May [Member] | ||||||||||
Stock issued during period, shares, issued for services | shares | 375,000 | |||||||||
Number of common shares issued for services | $ 63,750 | |||||||||
Common Share [Member] | July [Member] | ||||||||||
Number of shares issued | shares | 300,000 | |||||||||
Number of shares issued, value | $ 27,000 | |||||||||
Number of common shares issued for conversion, shares | shares | 1,481,040 | |||||||||
Conversion of loans payable for common stock | $ 100,000 | |||||||||
Accrued interest | $ 2,192 | |||||||||
Common Share [Member] | September [Member] | Black Lion Oil Ltd [Member] | ||||||||||
Number of shares issued | shares | 3,000,000 | |||||||||
Number of shares issued, value | $ 300,000 | |||||||||
Common Share [Member] | September [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of shares issued | shares | 2,400,000 | |||||||||
Accrued dividend | $ 720 | |||||||||
Common Share [Member] | October [Member] | H. E. Capital [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 2,000,000 | |||||||||
Conversion of loans payable for common stock | $ 200,000 | |||||||||
Common Share [Member] | October [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of shares issued | shares | 7,696,748 | |||||||||
Common Share [Member] | November [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 1,500,000 | |||||||||
Conversion of loans payable for common stock | $ 75,000 | |||||||||
Common Share [Member] | November [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of shares issued | shares | 12,944,724 | |||||||||
Common Share [Member] | December [Member] | ||||||||||
Stock issued during period, shares, issued for services | shares | 125,000 | |||||||||
Number of common shares issued for services | $ 7,500 | |||||||||
Number of disputed shares issued out of escrow | shares | 1,428,018 | |||||||||
Common Share [Member] | December [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of shares issued | shares | 48,657,363 | |||||||||
Common Share [Member] | December [Member] | JSJ Investments [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 3,868,756 | |||||||||
Conversion of loans payable for common stock | $ 5,084 | |||||||||
Common Share [Member] | December [Member] | Coolidge Capital LLC [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 3,279,428 | |||||||||
Conversion of loans payable for common stock | $ 5,116 | |||||||||
Common Share [Member] | March [Member] | Vendor [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 250,000 | |||||||||
Conversion of loans payable for common stock | $ 5,000 | |||||||||
Common Share [Member] | May [Member] | H. E. Capital [Member] | ||||||||||
Number of common shares issued for conversion, shares | shares | 1,000,000 | |||||||||
Conversion of loans payable for common stock | $ 40,000 | |||||||||
Common Share One [Member] | September [Member] | Geneva Roth Remark Holdings, Inc. [Member] | ||||||||||
Number of shares issued | shares | 1,435,417 | |||||||||
Series B Convertible Preferred Stock Four [Member] | ||||||||||
Number of shares issued | shares | 73,134,252 | |||||||||
Accrued dividend | $ 7,828 | |||||||||
Number of common shares issued for conversion, shares | shares | 130,490 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrants (Details) - Warrants [Member] - $ / shares | Dec. 13, 2017 | Jun. 08, 2017 | May 25, 2017 | Feb. 09, 2017 | Jan. 09, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants Outstanding, beginning balance | 24,358,342 | 18,959,342 | |||||
Warrants, Granted | 4,650,000 | 50,000 | 100,000 | 600,000 | |||
Warrants, Expired | (1,000) | ||||||
Warrants, Exercisable | 24,358,342 | 24,358,342 | |||||
Warrants Outstanding, ending balance | 24,358,342 | ||||||
Weighted Average Exercise Price Outstanding, beginning balance | $ 0.10 | $ 0.10 | |||||
Weighted Average Exercise Price, Granted | $ 0.10 | $ 0.10 | $ 0.50 | $ 0.10 | |||
Weighted Average Exercise Price, Expired | $ 0.10 | ||||||
Weighted Average Exercise Price Outstanding, Exercisable | $ 0.10 | 0.10 | |||||
Weighted Average Exercise Price Outstanding, ending balance | $ 0.10 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 22, 2018 | Oct. 09, 2017 | Apr. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 13, 2017 | Jun. 30, 2017 | Jan. 31, 2017 | Jan. 09, 2017 |
Number of warrant issued, value | $ 76,607 | $ 372,473 | |||||||
Warrants exercise price per share | $ 0.10 | $ 0.10 | $ 0.10 | ||||||
Warrant expiration period | Dec. 31, 2020 | ||||||||
Number of shares issued | 3,000,000 | ||||||||
Number of shares issued, value | $ 300,000 | ||||||||
Accrued interest | $ 5,932 | 9,875 | |||||||
Line of Credit [Member] | |||||||||
Accrued interest | 1,000,000 | ||||||||
Smart Fuel Solutions, Inc. [Member] | |||||||||
Number of warrant issued, shares | 50,000 | 300,000 | 350,000 | ||||||
Accrued interest | $ 26,044 | $ 15,324 | |||||||
H. E. Capital S.A [Member] | Line of Credit [Member] | |||||||||
Number of shares issued | 1,000,000 | 2,000,000 | 1,300,000 | ||||||
Number of shares issued, value | $ 40,000 | $ 200,000 | $ 30,000 | ||||||
Accrued interest | $ 100,000 | $ 100,000 | |||||||
Common Stock [Member] | |||||||||
Number of shares issued | 32,931,947 | 3,000,000 | |||||||
Number of shares issued, value | $ 3,000 | ||||||||
Chris Bowers [Member] | |||||||||
Number of warrant issued, shares | 3,250,000 | 200,000 | 200,000 | ||||||
Accrued interest | $ 12,222 | ||||||||
Chris Bowers [Member] | Common Stock [Member] | |||||||||
Number of shares issued | 3,600,000 | ||||||||
Gary De Laurentiis [Member] | |||||||||
Number of warrant issued, shares | 300,000 | 150,000 | 150,000 | ||||||
Chris Smith [Member] | |||||||||
Number of warrant issued, shares | 50,000 |
Acquisition of Minority Inter_2
Acquisition of Minority Interest of Smart Fuel Solutions, Inc. (Details Narrative) - Smart Fuel Solutions, Inc. [Member] - USD ($) | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2018 |
Minority interest, percentage | 17.50% | ||
Noncontrolling interest shares | 3,000,000 | 3,600,000 | |
Noncontrolling interest | $ 300,000 | $ 360,000 | |
Business acquisition, share price | $ 0.10 | ||
Shares to be issued | 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 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax percentage | 25.00% |
Income tax examination, 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% |
Net operating loss carry-forwards percentage of taxable income | 80.00% |
Net operating loss carry-forwards | $ 13,218,000 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
NOL Carryover Tax Advantage | $ 2,775,731 | $ 2,600,452 |
Valuation allowance | (2,775,731) | (2,600,452) |
Net deferred tax assets |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 29, 2015 | Sep. 30, 2014 | Dec. 31, 2013 |
MicroCap [Member] | |||
Common shares issued to settle disputed obligation, shares | 25,000 | ||
Common shares issued to settle lease obligation | $ 42,111 | ||
Black Lion Oil Limited [Member] | |||
Payment of fees | $ 100,000 | ||
Percentage of gross revenues | 5.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Derivative Liabilities (Details Narrative) - USD ($) | Oct. 31, 2018 | May 01, 2018 | Mar. 13, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2018 | May 22, 2018 |
Debt discount | $ 96,641 | $ 40,366 | $ 69,500 | ||||
Debt instrument default adjusting 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 212% through 342% 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 | ||||||
Debt instrument conversion convertible | $ 122,499 | $ 507,192 | |||||
Penalty interest | 4,000 | ||||||
Number of shares issued | 3,000,000 | ||||||
Number of shares issued, value | $ 300,000 | ||||||
Debt original issue discount | 120,726 | ||||||
Changing fair value of derivative liability | 523,248 | ||||||
Derivative liability | 60,004 | $ 511,237 | |||||
Warrant Granted [Member] | Fair Value of Convertible Feature [Member] | |||||||
Debt discount | 109,866 | ||||||
Fair value of convertible debt instrument with additional paid in capital | 173,346 | ||||||
Debt instrument conversion convertible | $ 300,818 | ||||||
Maximum [Member] | |||||||
Debt conversion price per share | $ 0.0060 | ||||||
Minimum [Member] | |||||||
Debt conversion price per share | $ 0.0053 | ||||||
Series B Convertible Preferred Stock [Member] | |||||||
Debt instrument conversion convertible | $ 130,490 | ||||||
Number of shares issued | 47,300 | 58,300 | 85,800 | 191,400 | |||
Number of shares issued, value | $ 40,000 | $ 50,000 | $ 75,000 | $ 165,000 | |||
Discounted value of shares | 26,090 | ||||||
Long-term Debt [Member] | |||||||
Long term debt | 91,700 | ||||||
Debt discount | $ 53,497 |
Fair value of Financial Instr_4
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Fair Value of Derivative Financial Liability Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Embedded conversion derivative liability | $ 59,750 | $ 378,221 |
Warrant derivative liabilities | 254 | 133,016 |
Derivative liabilities | 60,004 | 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 | 59,750 | 378,221 |
Warrant derivative liabilities | 254 | 133,016 |
Derivative liabilities | $ 60,004 | $ 511,237 |
Fair value of Financial Instr_5
Fair value of Financial Instruments and Derivative Liabilities - Schedule of Financial Instrument Fair Value on Recurring Basis Unobservable Inputs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 245,361 | 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 | (173,346) | (27,582) |
Unrealized derivative gain/loss included in other expense | (523,248) | 722 |
Fair value of derivative liability ending balance | $ 60,004 | $ 511,237 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 27, 2019 | Mar. 18, 2019 | Mar. 01, 2019 | Feb. 22, 2019 | Feb. 15, 2019 | Jan. 24, 2019 | Jan. 17, 2019 | Jan. 16, 2019 | Dec. 07, 2018 | Dec. 03, 2018 | Oct. 31, 2018 | May 01, 2018 | Mar. 13, 2018 | Mar. 08, 2018 | Jan. 31, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 10, 2018 |
Number of shares issued | 3,000,000 | ||||||||||||||||||
Number of shares issued, value | $ 300,000 | ||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |||||||||||||||||
Number of common shares issued for conversion, shares | 6,281,040 | ||||||||||||||||||
Conversion of loans payable for common stock | $ 122,499 | $ 507,192 | |||||||||||||||||
Debt original issue discount | 120,726 | ||||||||||||||||||
JSJ Investments [Member] | |||||||||||||||||||
Debt amount | 69,916 | ||||||||||||||||||
Conversion of stock, value | $ 5,084 | ||||||||||||||||||
Conversion of stock, shares | 3,868,756 | ||||||||||||||||||
Coolidge Capital LLC [Member] | |||||||||||||||||||
Debt amount | $ 69,884 | ||||||||||||||||||
Conversion of stock, value | $ 5,116 | ||||||||||||||||||
Conversion of stock, shares | 3,279,428 | ||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued | 47,300 | 58,300 | 85,800 | 191,400 | |||||||||||||||
Number of shares issued, value | $ 40,000 | $ 50,000 | $ 75,000 | $ 165,000 | |||||||||||||||
Number of common shares issued for conversion, shares | 300,000 | ||||||||||||||||||
Accrued dividend | $ 2,681 | $ 5,148 | |||||||||||||||||
Conversion of loans payable for common stock | $ 130,490 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Common stock, shares authorized | 750,000,000 | ||||||||||||||||||
H. E. Capital S.A [Member] | |||||||||||||||||||
Number of common shares issued for conversion, shares | 1,000,000 | 2,300,000 | |||||||||||||||||
Conversion of loans payable for common stock | $ 40,000 | $ 230,000 | |||||||||||||||||
Gary De Laurentiis [Member] | |||||||||||||||||||
Unpaid accrued compensation | $ 280,000 | ||||||||||||||||||
Subsequent Event [Member] | Peak One Opportunity Fund, LP [Member] | |||||||||||||||||||
Number of shares issued | 120,119,043 | ||||||||||||||||||
Conversion of loans payable for common stock | $ 91,700 | ||||||||||||||||||
Subsequent Event [Member] | GHS Investments LLC [Member] | |||||||||||||||||||
Debt instrument, principal amount | $ 21,318 | $ 22,998 | $ 16,365 | ||||||||||||||||
Debt instrument, interest amount | $ 171 | $ 246 | $ 6,135 | ||||||||||||||||
Reverse shares commitment, amount | $ 44,000 | ||||||||||||||||||
Trust transferred shares | 182,000,000 | ||||||||||||||||||
Subsequent Event [Member] | GHS Investments LLC [Member] | Between 121 and 180 Days [Member] | |||||||||||||||||||
Prepayment percentage of outstanding principal amounts | 135.00% | 135.00% | |||||||||||||||||
Subsequent Event [Member] | GHS Investments LLC [Member] | 10% Note Agreement [Member] | |||||||||||||||||||
Interest percentage | 10.00% | 10.00% | |||||||||||||||||
Debt amount | $ 44,000 | $ 47,000 | |||||||||||||||||
Debt original issue discount | $ 4,000 | $ 7,000 | |||||||||||||||||
Debt, maturity period | 9 months | 9 months | |||||||||||||||||
Debt conversion, description | The Company may prepay this Note upon 3 business days, written notice and in accordance with the following schedule: If within 60 calendar days from the execution of this Note, 120% of all outstanding principal and interest due on each outstanding Note in one payment. On or after 60 calendar days from the execution of the Note and within 120 days from execution, 130% of all outstanding principal and interest due on each outstanding Note in one payment. Between 121 and 180 days from the date of execution, the Note may be prepaid for 135% of all outstanding amounts due on each outstanding Note in one payment. The Note has conversion rights of .00072 per note, unless in default at any time after date of issue for its holder. | The Company may prepay this Note upon 3 business days, written notice and in accordance with the following schedule: If within 60 calendar days from the execution of this Note, 120% of all outstanding principal and interest due on each outstanding Note in one payment. On or after 60 calendar days from the execution of the Note and within 120 days from execution, 130% of all outstanding principal and interest due on each outstanding Note in one payment. Between 121 and 180 days from the date of execution, the Note may be prepaid for 135% of all outstanding amounts due on each outstanding Note in one payment. The Note has conversion rights .0015 at any time after date of issue for its holder. | |||||||||||||||||
Subsequent Event [Member] | GHS Investments LLC [Member] | 10% Note Agreement [Member] | Within 60 Days from Execution [Member] | |||||||||||||||||||
Percentage of outstanding principal and interest payment | 120.00% | 120.00% | |||||||||||||||||
Subsequent Event [Member] | GHS Investments LLC [Member] | 10% Note Agreement [Member] | After 60 Days within 120 Days [Member] | |||||||||||||||||||
Percentage of outstanding principal and interest payment | 130.00% | 130.00% | |||||||||||||||||
Subsequent Event [Member] | JSJ Investments [Member] | February 12, 2019 [Member] | |||||||||||||||||||
Number of shares issued | 27,550,000 | 26,000,000 | 25,000,000 | ||||||||||||||||
Subsequent Event [Member] | Coolidge Capital LLC [Member] | |||||||||||||||||||
Conversion of stock shares returned | 3,279,428 | ||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||
Number of shares issued | 200 | ||||||||||||||||||
Subsequent Event [Member] | H. E. Capital S.A [Member] | |||||||||||||||||||
Number of shares issued | 20,000,000 | 10,000,000 | |||||||||||||||||
Share issued per issue | $ 0.0025 | $ 0.0027 | |||||||||||||||||
Number of shares issued, value | $ 50,000 | $ 27,000 | |||||||||||||||||
Common stock, shares authorized | 20,000,000 | 10,000,000 | |||||||||||||||||
Subsequent Event [Member] | Geneva Roth Remark Holdings, Inc. [Member] | |||||||||||||||||||
Number of shares issued | 16,029,556 | ||||||||||||||||||
Accrued dividend | $ 817 | ||||||||||||||||||
Subsequent Event [Member] | Geneva Roth Remark Holdings, Inc. [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Number of common shares issued for conversion, shares | 13,610 | ||||||||||||||||||
Subsequent Event [Member] | Gary De Laurentiis [Member] | |||||||||||||||||||
Number of shares issued | 45,000,000 | 137,000,000 | |||||||||||||||||
Share issued per issue | $ 0.001 | $ 0.001 | |||||||||||||||||
Number of shares issued, value | $ 45,000 | $ 137,000 |