Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 10, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GREEN ENVIROTECH HOLDINGS CORP. | |
Entity Central Index Key | 0001428765 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data 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 Common Stock, Shares Outstanding | 598,854,986 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 12,646 | $ 1,180 |
Prepaid expenses | 5,000 | 2,000 |
Total current assets | 17,646 | 3,180 |
TOTAL ASSETS | 17,646 | 3,180 |
CURRENT LIABILITIES | ||
Accounts payable | 834,682 | 842,563 |
Accrued expenses | 2,921,164 | 2,189,723 |
Other current liabilities | 60,000 | 60,000 |
Secured debentures payable | 305,000 | 305,000 |
Loan Payable-related party-convertible | 1,360,392 | 1,434,637 |
Loan Payable-other-convertible | 320,825 | 222,860 |
Loan Payable-other-non-convertible | 713,000 | 713,000 |
Series B 12% Convertible Cumulative Preferred Stock; $0.001 par value, $1.00 stated value, 300,000 shares authorized, none and 60,910 shares issued and outstanding as of June 30, 2019 and December 31, 2018 respectively | 34,820 | |
Derivative liability | 111,847 | 60,004 |
Total current liabilities | 6,626,910 | 5,862,607 |
Loan payable-other-convertible, long term | 38,203 | |
TOTAL LIABILITIES | 6,626,910 | 5,900,810 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding | ||
Common stock, $0.001 par value, 750,000,000 shares authorized, 544,513,986 and 156,952,606 shares issued and outstanding | 544,514 | 156,952 |
Additional paid in capital | 23,716,480 | 23,650,375 |
Accumulated deficit | (30,870,258) | (29,704,957) |
Total GreenEnvirotech Holdings Corp. Stockholders' deficit | (6,609,264) | (5,897,630) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 17,646 | 3,180 |
Convertible Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 544,513,986 | 156,952,606 |
Common stock, shares outstanding | 544,513,986 | 156,952,606 |
Redeemable Convertible Series B Preferred Stock [Member] | ||
Debt instrument interest rate, percentage | 12.00% | 12.00% |
Convertible Cumulative Preferred Stock, par value | $ 0.001 | $ 0.001 |
Convertible Cumulative Preferred Stock, stated value | $ 1 | $ 1 |
Convertible Cumulative Preferred Stock, shares authorized | 300,000 | 300,000 |
Convertible Cumulative Preferred Stock, shares issued | 60,910 | |
Convertible Cumulative Preferred Stock, shares outstanding | 60,910 | |
Convertible Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING EXPENSES | ||||
Wages and professional fees | $ 359,611 | $ 524,279 | $ 701,723 | $ 974,515 |
General and administrative | 21,437 | 23,553 | 31,311 | 52,658 |
Total operating expenses | 381,048 | 547,832 | 733,034 | 1,027,173 |
Total net loss from operating expenses | (381,048) | (547,832) | (733,034) | (1,027,173) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (135,306) | (121,198) | (377,263) | (200,418) |
Gain (loss) in fair value of derivative | 107,121 | 53,869 | (55,004) | 298,431 |
Total non-operating expenses | (28,185) | (67,329) | (432,267) | 98,013 |
NET LOSS | (409,233) | (615,161) | (1,165,301) | (929,160) |
Dividends applicable to preferred stock | (3,788) | (2,397) | (4,532) | |
Net loss applicable to commons stock holders | $ (409,233) | $ (618,949) | $ (1,167,698) | $ (933,692) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC AND DILUTED | 461,017,241 | 40,508,947 | 453,976,829 | 41,793,313 |
NET (LOSS) PER COMMON SHARE-BASIC AND DILUTED: | $ 0 | $ (0.02) | $ 0 | $ (0.02) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 40,127 | $ 21,604,141 | $ (26,629,318) | $ (4,985,050) |
Balance, shares at Dec. 31, 2017 | 40,126,655 | |||
Conversion of loans payable for common stock | $ 1,826 | 43,174 | 45,000 | |
Conversion of loans payable for common stock, shares | 1,826,646 | |||
Conversion of accounts payable for common stock | $ 250 | 4,750 | 5,000 | |
Conversion of accounts payable for common stock, shares | 250,000 | |||
Settlement of derivative liability as a result of debt conversion | 33,330 | 33,330 | ||
Derivative liability for tainted warrants | (817) | (817) | ||
Accrued salary contributed as equity | 1,684,711 | 1,684,711 | ||
Net loss | (313,999) | (313,999) | ||
Balance at Mar. 31, 2018 | $ 42,203 | 23,369,289 | (26,943,317) | (3,531,825) |
Balance, shares at Mar. 31, 2018 | 42,203,301 | |||
Balance at Dec. 31, 2017 | $ 40,127 | 21,604,141 | (26,629,318) | (4,985,050) |
Balance, shares at Dec. 31, 2017 | 40,126,655 | |||
Conversion of accounts payable for common stock | 5,000 | |||
Net loss | (929,160) | |||
Balance at Jun. 30, 2018 | $ 44,177 | 23,441,683 | (27,558,478) | (4,072,618) |
Balance, shares at Jun. 30, 2018 | 44,177,326 | |||
Balance at Dec. 31, 2017 | $ 40,127 | 21,604,141 | (26,629,318) | (4,985,050) |
Balance, shares at Dec. 31, 2017 | 40,126,655 | |||
Balance at Dec. 31, 2018 | $ 156,952 | 23,650,375 | (29,704,957) | (5,897,630) |
Balance, shares at Dec. 31, 2018 | 156,952,606 | |||
Balance at Mar. 31, 2018 | $ 42,203 | 23,369,289 | (26,943,317) | (3,531,825) |
Balance, shares at Mar. 31, 2018 | 42,203,301 | |||
Conversion of loans payable for common stock | $ 974 | 14,026 | 15,000 | |
Conversion of loans payable for common stock, shares | 974,025 | |||
Settlement of derivative liability as a result of debt conversion | 19,368 | 19,368 | ||
Conversion of loans payable for common stock - related party | $ 1,000 | 39,000 | 40,000 | |
Conversion of loans payable for common stock - related party, shares | 1,000,000 | |||
Net loss | (615,161) | (615,161) | ||
Balance at Jun. 30, 2018 | $ 44,177 | 23,441,683 | (27,558,478) | (4,072,618) |
Balance, shares at Jun. 30, 2018 | 44,177,326 | |||
Balance at Dec. 31, 2018 | $ 156,952 | 23,650,375 | (29,704,957) | (5,897,630) |
Balance, shares at Dec. 31, 2018 | 156,952,606 | |||
Conversion of loans payable for common stock | $ 188,057 | (40,799) | 147,258 | |
Conversion of loans payable for common stock, shares | 188,057,298 | |||
Conversion of accounts payable for common stock | ||||
Settlement of derivative liability as a result of debt conversion | 113,900 | 113,900 | ||
Conversion of preferred shares for common stock | $ 15,122 | (1,512) | 13,610 | |
Conversion of preferred shares for common stock, shares | 15,121,778 | |||
Conversion of loans payable for common stock - related party | $ 30,000 | 47,000 | 77,000 | |
Conversion of loans payable for common stock - related party, shares | 30,000,000 | |||
Conversion of dividends payable for common stock | $ 908 | (91) | 817 | |
Conversion of dividends payable for common stock, shares | 907,778 | |||
Conversion of accrued interest for common stock | $ 7,332 | (773) | 6,559 | |
Conversion of accrued interest for common stock, shares | 7,332,317 | |||
Net loss | (756,068) | (756,068) | ||
Balance at Mar. 31, 2019 | $ 398,371 | 23,768,100 | (30,461,025) | (6,294,554) |
Balance, shares at Mar. 31, 2019 | 398,371,777 | |||
Balance at Dec. 31, 2018 | $ 156,952 | 23,650,375 | (29,704,957) | (5,897,630) |
Balance, shares at Dec. 31, 2018 | 156,952,606 | |||
Net loss | (1,165,301) | |||
Balance at Jun. 30, 2019 | $ 544,514 | 23,716,480 | (30,870,258) | (6,609,264) |
Balance, shares at Jun. 30, 2019 | 544,513,986 | |||
Balance at Mar. 31, 2019 | $ 398,371 | 23,768,100 | (30,461,025) | (6,294,554) |
Balance, shares at Mar. 31, 2019 | 398,371,777 | |||
Conversion of loans payable for common stock | $ 140,114 | (84,839) | 55,275 | |
Conversion of loans payable for common stock, shares | 140,113,043 | |||
Settlement of derivative liability as a result of debt conversion | 30,577 | 30,577 | ||
Conversion of accrued interest for common stock | $ 6,029 | 2,642 | 8,671 | |
Conversion of accrued interest for common stock, shares | 6,029,166 | |||
Net loss | (409,233) | (409,233) | ||
Balance at Jun. 30, 2019 | $ 544,514 | $ 23,716,480 | $ (30,870,258) | $ (6,609,264) |
Balance, shares at Jun. 30, 2019 | 544,513,986 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,165,301) | $ (929,160) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt and derivative discount | 173,337 | 50,915 |
Initial loss on derivative | 40,354 | |
Change in fair value of derivatives | 55,004 | (298,431) |
Penalty interest | 41,479 | |
Change in assets and liabilities | ||
Decrease (Increase) in deposits and other current assets | (3,000) | (8,000) |
Decrease in accounts payable and accrued expenses | 740,861 | 879,314 |
Net cash used in operating activities | (157,620) | (265,008) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowing on line of credit - related party | 1,500 | 81,100 |
Principal payments on debt-related party | (67,000) | |
Borrowing from others - non-related party | 214,886 | 140,000 |
Preferred shares issued for cash | 125,000 | |
Preferred shares redeemed for cash | (47,300) | |
Payments on accounts payable-related party | (19,175) | |
Net cash provided by financing activities | 169,086 | 259,925 |
NET INCREASE (DECREASE) IN CASH | 11,466 | (5,083) |
CASH - BEGINNING OF PERIOD | 1,180 | 6,054 |
CASH - END OF PERIOD | 12,646 | 971 |
Cash paid during the period for: | ||
Interest | 60,000 | |
Income Taxes | ||
NON-CASH SUPPLEMENTAL INFORMATION: | ||
Accounts payable settled by a third party | 1,255 | |
Accrued interest added to debt principal | 6,000 | |
Accrued interest converted to common stock | 15,230 | |
Accrued salary contributed to equity | 1,684,711 | |
Additions to construction in progress in accounts payable | 85,130 | |
Additions to construction in progress in accrued interest | 24,748 | |
Conversion of accounts payable for common stock | 5,000 | |
Debt principal converted to common stock | 202,533 | 100,000 |
Debt principal converted to common stock-related party | 77,000 | |
Preferred stock converted into common stock | 13,610 | |
Preferred stock dividend converted to common stock | 817 | |
Derivative liability from tainted warrants, preferred stock and notes | 141,316 | 188,223 |
Settlement of derivative liability as a result of debt and convertible preferred stock settlement | $ 144,477 | $ 52,697 |
Basis of Presentation and Accou
Basis of Presentation and Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Accounting Policies | Note 1 Basis of Presentation and Accounting Policies The unaudited interim consolidated financial statements include our wholly owned subsidiary, GETH CFP, Inc. (“CFP”). CFP is a Delaware Corporation formed on February 9, 2017 for the purpose of handling and upgrading both third party carbon black and the carbon black produced by our GEN 1 End of Life Tire Processing Plants. All significant inter-company balances and transactions have been eliminated in the consolidation as of and for the six months ended June 30, 2019. The unaudited interim consolidated financial statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2018 and 2017 audited financial statements included in our Form 10-K and should be read in conjunction with the notes to the financial statements which appear in that report. The preparation of these unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions. In the opinion of management, the information furnished in these unaudited interim consolidated financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the six months ended June 30, 2019 and 2018. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Recently Adopted Accounting Standards In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018, and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company has no Financial Instruments with Down Round Features and as such, the adoption did not have an impact to the Company’s consolidated financial statements. “Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have any impact on the Company’s consolidated financial statements. In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, “Leases: Topic 842 (ASU 2016-02)”, to supersede nearly all existing lease guidance under GAAP. The guidance would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. ASU 2016-02 is effective for the Company as of January 1, 2019 and adoption requires using a modified retrospective approach with the option to elect certain practical expedients. The Company has determined that it does not have any leases that fall under the guidance of ASU 2016-02 and it had no impact on its consolidated financial statements.” |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 Going Concern These unaudited interim consolidated financial statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. For the six months ended June 30, 2019, we had a net loss. We also have a working capital deficit and an accumulated deficit since inception. These factors raise substantial doubt about our ability to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from a future uncertainty. The Company plans to continue funding itself through the generation of revenues and raising capital through loans and new equity. |
Loan Payable - Related Party an
Loan Payable - Related Party and Convertible | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loan Payable - Related Party and Convertible | Note 3 Loan Payable – Related Party and Convertible On March 3, 2017, we approved a new working capital line of credit loan with our former CEO, Chris Bowers in the amount up to $150,000 with interest at 8% which matured on December 31, 2017. The maturity date was extended to December 31, 2018 and was not extended further. The note is in default. The note has conversion rights for our common shares at $0.10 per share. In the six months ended June 30, 2019, the Company had no borrowings on the LOC and had no repayments. The Company evaluated this convertible LOC for Beneficial Conversion Features (BCF) and concluded that the LOC incurred a Beneficial Conversion Features (BCF) when it was issued. The BCF resulted in a debt discount in the amount of $35,300 of which the full amount was amortized in 2017. As of June 30, 2019, this note had a balance of $54,100 and accrued interest in the amount of $14,368. 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 former CEO. As of June 30, 2019, these two LOCs had an outstanding balance in the amount of $1,000,000 with $120,000 in accrued interest. The due date for both of these loans were extended to December 31, 2018, but were not extended further and are in default. The funds were used for working capital in the Company. The first LOC has two Addendums attached to it. Addendum A clarifies debt conversion rights attached to the LOC at $0.20 per share of common stock. Addendum B clarifies other rights attached to the LOC. These other rights, referred to above, are numbered below. (The second LOC has the same rights as that of the first LOC). These certain other rights in Addendum B provide for the following: 1. LOC has Repayment rights: The LOC has priority principal and interest repayment rights from other sources of capital received by the Company. 2. LOC has Warrant rights: Bowers has the right to receive 500,000 (five hundred thousand) $0.10 warrants for providing the LOC and 250,000 (two hundred fifty thousand) $0.10 warrants per $100,000 drawn against the $500,000 LOC. This would be a total of 1,750,000 $0.10 warrants to be issued to Bowers and/or Assigns for providing the funding and the Company using all $500,000 LOC. These warrants will be accounted for once the term of the warrants is known. 3. LOC has Additional Stock Conversion rights: At any time while the LOC is outstanding, Bowers has the right to convert per $100,000 of the LOC for 500,000 shares of duly paid and non-assessable common stock of the Company at a conversion price of $0.20 per share (subject to adjustment in the event of stock splits or stock dividends) by providing a notice of conversion in a form reasonably acceptable to the Company. The full conversion of the LOC would be 2,500,000 shares of the Company common stock. The Company evaluated the addendums under ASC 470-50 and concluded that these addendums did not qualify for debt modification. The Company also has an outstanding note payable to our former CEO Chris Bowers for $134,000. The note is subject to annual interest of eight percent (8%), convertible at $0.50 per share and matured on December 31, 2017. The maturity date was extended to December 31, 2018, but was not extended and is in default. As of June 30, 2019, the accrued interest on this note was $31,360. We have an unsecured line of credit with H. E. Capital, S. A., a related party. The line of credit accrues interest at the rate of 8% per annum. The maturity date of the line of credit was extended to December 31, 2019. This line of credit has a $0.10 per common share conversion rate. Balance of the line of credit at June 30, 2019 was $172,292 with accrued interest in the amount of $89,276. For the six months ended June 30, 2019, the Company borrowed $1,500 from the LOC and another $1,255 when the LOC paid that amount in accounts payable for the Company. H.E. Capital converted $77,000 of the LOC for 30,000,000 shares of our common stock. |
Secured Debentures
Secured Debentures | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Secured Debentures | Note 4 Secured Debentures On January 24, 2011, we entered into a series of securities purchase agreements with accredited investors pursuant to which we sold an aggregate of $380,000 in 12% secured debentures. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between us and the investors. As of June 30, 2019, these secured debentures have an outstanding balance of $305,000 and accrued interest in the amount of $329,838. These debentures are in default. |
Loan Payable - Other and Conver
Loan Payable - Other and Convertible | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other and Convertible | Note 5 Loan Payable – Other and Convertible On May 16, 2016, we approved H.E. Capital S.A.’s (HEC) request to assign to a private company $200,000 of its Line of Credit Note. We approved the request and reduced HEC’s Line of Credit Note for that amount and recorded a new note. On July 19, 2016, the private company converted $100,000 of its note into 1,000,000 common shares of the Company’s stock. In January 2018, the maturity date of the Line of Credit was extended to December 31, 2018, but was not extended there- after. The note is in default. As of June 30, 219, the note balance is $100,000 with accrued interest in the amount of $26,389. On July 1, 2016, we issued a note to a private individual in the amount of $49,295. This new note has $0.50 conversion rights attached to it and accrues interest at 8%. In January 2018, the maturity date was extended to June 30, 2018. This note is presently in default. As of June 30, 219, this note had accrued interest in the amount of $11,831. On July 20, 2017, we entered into an equity purchase agreement for up to $5,000,000 of our common stock with Peak One Opportunity Fund, LP (Peak One). In connection with that same agreement, we also entered into a related registration rights agreement. We issued a non-interest bearing convertible debenture on July 20, 2017 in the amount of $75,000 to Peak One. This debenture matures on July 20, 2020 and was issued as a commitment fee in connection with the agreement, as well as agreed to issue 300,000 shares of our common stock as commitment shares. On July 25, 2017, we issued these shares valued at $27,000. Conversion price is 90% of the lowest closing bid price of the last 20 days prior to the conversion date. The note had a derivative discount in the amount of $75,000 at issue and at June 30, 2019 has none remaining. The derivative discount was written off to interest expense when the balance of the note in the amount of $41,700 was converted into the Company’s common stock during the six months ended June 30, 2019. On July 27, 2017, we received the first of three installments in connection with Peak One Opportunity LP (Peak One) purchase agreement for certain Company Convertible Debentures totaling $425,000. We issued to Peak One a three year $75,000 non-interest bearing debenture maturing on July 26, 2020. We received the 2 nd On May 22, 2018, we entered into a 12% interest bearing note agreement with JSJ Investments, Inc. in the amount of $75,000; 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. The note has a maturity date of May 22, 2019 and this note is in default. 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. It also had a $53,833 in unamortized debt discount. On February 12, 2019, JSJ Investments, Inc. assigned the note to GHS Investments, LLC in a cash buy out in an agreement approved by the Company, JSJ Investments, Inc. (JSJ) and GHS Investments, LLC (GHS). GHS assumed the note balance in the amount of $69,916 and paid JSJ $6,110 in accrued interest. GHS also paid $17,479 in penalty interest which was added to the principal balance of the note. Subsequent to GHS assuming the note, GHS has converted $69,910 of the note balance and $6,947 of accrued interest into common shares of the Company. The debt discount was reduced by $36,089 as a result of the conversion and amortization of the debt discount amounted to $17,744 for the six months ended June 30, 2019. As of June 30, 2019, the note had a balance of $17,485 with accrued interest in the amount of $871 and no debt discount balance. 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. The note has a maturity date of February 28, 2019. The note is in default as of today. 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. It also had a $12,402 in unamortized debt discount. On February 11, 2019, Coolidge Capital LLC assigned the note to GHS Investments, LLC in a cash buy out in an agreement approved by the Company, Coolidge Capital LLC (Coolidge) and GHS Investments, LLC (GHS). Coolidge after approving the assignment, on February 15, 2019 returned the 3,279,428 shares it received on December 7, 2018 for cancelation and the Company reversed that conversion entry. GHS assumed the note balance in the amount of $75,000 and paid Coolidge $6,000 in accrued interest which was added to the principal balance. GHS also paid $24,000 in penalty interest which was also added to the principal balance of the note. Subsequent to GHS assuming the note, GHS has converted $46,040 of the note balance and $3,198 of accrued interest into common shares of the Company. Amortization of the debt discount amounted to $12,402 for the six months ended June 30, 2019. As of June 30, 2019, the note had a balance of $52,960 with accrued interest in the amount of $1,125 and had no remaining debt discount balance. This note is past due. 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. It was also determined on the date of issue, that the note had $14,346 in derivative discount. The note has a 9-month maturity date. 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 .0015 at any time after date of issue for its holder. The $40,000 funds were used for working capital. As of June 30, 2019, the note had a principal balance of $47,000 and accrued interest of $1,684. It also had a debt discount balance of $12,913 after amortizing $8,433 of debt discount over the past six months ended June 30, 2019. On April 2, 2019, we received $40,000 as a result of a note we entered into concerning 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. It was also determined on the date of issue, that the note had $31,972 in derivative discount. The note has a 9-month maturity date. 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 at any time after date of issue for its holder. The $40,000 funds were used for working capital. As of June 30, 2019, the note had a principal balance of $44,000 and accrued interest of $831. It also had a debt discount balance of $30,062 after amortizing $5,910 of debt discount over the past six months ended June 30, 2019. On April 16, 2019, we entered into a 10% interest bearing note agreement with GHS Investments LLC in the amount of $74,375. The Note has a $9,489 original issue discount. It was also determined on the date of issue, that the note had $41,680 in derivative discount. The note has a 9-month maturity date. 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 .00096 at any time after date of issue for its holder. The $64,886 funds were used to pay-off on April 16, 2019 the last outstanding Series B Preferred Shares issued to Geneva Roth Remark Holdings, Inc. As of June 30, 2019, the note had a principal balance of $74,375 and accrued interest of $1,570. It also had a debt discount balance of $42,427 after amortizing $8,742 of debt discount over the past six months ended June 30, 2019. On May 6, 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. It was also determined on the date of issue, that the note had $27,535 in derivative discount. The note has a 9-month maturity date. 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 .00081 at any time after date of issue for its holder. The $40,000 funds were used for working capital. As of June 30, 2019, the note had a principal balance of $44,000 and accrued interest of $684. It also had a debt discount balance of $27,949 after amortizing $3,586 of debt discount over the past six months ended June 30, 2019. On June 7, 2019, we entered into a 10% interest bearing note agreement with GHS Investments LLC in the amount of $35,000. The Note has a $5,000 original issue discount. It was also determined on the date of issue, that the note had $25,783 in derivative discount. The note has a 9-month maturity date. 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 .00024 at any time after date of issue for its holder. The $30,000 funds were used for working capital. As of June 30, 2019, the note had a principal balance of $35,000 and accrued interest of $233. It also had a debt discount balance of $29,939 after amortizing $844 of debt discount over the past six months ended June 30, 2019. |
Loan Payable - Other and Non-Co
Loan Payable - Other and Non-Convertible | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Loan Payable - Other and Non-Convertible | Note 6 Loan Payable – Other and Non-Convertible On November 15, 2012, we issued a note to a private individual in the amount of $170,000 with interest accruing at 8% per annum. This note was extended to June 30, 2018. This note is presently in default. As of June 30, 2019, the accrued interest was $40,875. 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. The interest accrues at 9.5% and has the option for two one-year extensions. During the year ended December 31, 2018, the working capital credit facility was cancelled. As of June 30, 2019, this note has an outstanding balance in the amount of $543,000 with accrued interest in the amount of $85,094. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Derivative Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments and Derivative Liabilities | Note 7 – 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. There was no long-term debt of the Company for the six months ended June 30, 2019. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. ● Level 1 - Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. ● Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. ● Level 3 - Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of June 30, 2019: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 111,832 $ - $ - $ 111,832 Warrant derivative liabilities $ 15 $ - $ - $ 15 Total $ 111,847 $ - $ - $ 111,847 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, 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 embedded conversion feature in the convertible debt instruments that the Company issued (See Note 5), that became convertible during prior years as well as the mandatorily redeemable Series B convertible preferred stock issued during the six months ended June, 2019 (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. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability. The following assumptions were used for the valuation of the derivative liability related to the Notes, Preferred Shares and subset to the Warrants as of June 30, 2019: ● The stock price of $ 0.0016 $0.0003 ● An event of default adjusting the interest rate would occur 0% ● 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 158.1 439 ● The company would redeem the notes (with the corresponding penalty) projected initially at 0% ● The projected reset events for the new GHS note are quarterly triggering the adjustments at 50% of market ● 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 $144,477 from the settlement of derivative liability as a result of the conversion of $217,763 of debt and accrued interest. The derivative liability recorded for the convertible feature of new debt in the amount of $244,375 amounted to $141,316 with new debt discount of $170,805 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 recorded the change in the fair value of the derivative liability as a loss of $55,004 to reflect the value of the derivative liability for warrants and convertible instruments as $111,847 as of June 30, 2019. 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 June 30, 2019: Balance at December 31, 2018 $ 60,004 Fair value of derivative liability at issuance charged to debt discount 141,316 Settlement of derivative liability due to conversion (144,477 ) Unrealized derivative loss included in other expense 55,004 Balance at March 31, 2019 $ 111,847 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 charged to debt discount 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 |
Mandatorily Redeemable Series B
Mandatorily Redeemable Series B Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Mandatorily Redeemable Series B Preferred Stock | Note 8 Mandatorily Redeemable Series B Preferred Stock Preferred Stock On March 8, 2018, we filed with the state of Delaware, Division of Corporations, a Certificate of Designations of Preferences, Rights and Limitations for 300,000 shares of a Series B Convertible Preferred Stock. The Certificate of Designations was approved by the Division of Corporations. These Series B Convertible Preferred shares are senior to Common Shareholders in reference to liquidation dividends and are junior to the Series A Convertible Preferred shares. The Series B Convertible Preferred Shares have an annual 12% dividend with a stated value of $1.00 and have no voting rights. The redemption options for these shares are 105% for the first 30 days, 110% for the first 60 days, 115% for the first 90 days, 120% for the first 120 days, 125% for the first 150 days and 130% for the first 180 days, then after no redemption rights. Twelve months from the issue date, the Company has a “mandatory redemption date” to redeem the outstanding shares not converted. The shares have conversion rights to convert at 75% of the average of the two lowest common stock prices ten days before the date of conversion. On December 31, 2018, the Company had outstanding 60,910 shares of our Series B Convertible Preferred Stock with a debt discount of $26,090. During the six months ended June 30, 2019, 13,610 of these shares and $817 of dividend were converted into 16,029,556 shares of our common stock and $4,890 of the debt discount was expensed to interest due to conversion. This left a balance of $47,300 which the Company bought back on April 16, 2019 by paying Geneva Roth Remark Holdings, Inc. an amount of $64,886 which included $17,586 in interest. None of the Company’s Preferred shares are outstanding as of June 30, 2019. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity | Note 9 Equity Common Stock On February 15, 2019, Coolidge Capital LLC returned the 3,279,428 shares it received on December 7, 2018, for cancelation and the Company reversed that conversion entry and increased the Coolidge note by 5,116. (see Note 5) During the quarter ended March 31, 2019, H.E. Capital S.A. converted a total of $77,000 of its Line of Credit into 30,000,000 shares of the Company’s common stock. During the quarter ended March 31, 2019, Peak One exercised its right to convert a total of $41,700 to complete the payment of the $75,000 ELOC debenture for 57,916,663 shares of the Company’s common stock. During the quarter ended March 31, 2019, Peak One exercised its right to convert the $50,000 debenture it was holding for 62,202,380 shares of the Company’s common stock. During the quarter ended March 31, 2019, GHS Investments LLC exercised its right to convert $67,233 of principal and interest into 78,550,000 of common stock of the Company. During the quarter ended March 31, 2019, Geneva Roth exercised its right to convert a total of 13,610 of the 60,910 shares of Series B Convertible Preferred Stock of the Company it purchased during 2018 and was holding on December 31, 2018 leaving 47,300 of these shares outstanding on March 31, 2019. The conversion also included $817 of dividends. The conversion was for 16,029,556 shares of common stock. During the quarter ended June 30, 2019, GHS Investments LLC exercised its right to convert $63,945 of principal and interest into 146,142,209 of common stock of the Company. Warrants During the six months ended June 30, 2019, there were no warrants issued, exercised or forfeited. We had 24,358,342 common stock warrants outstanding which have a weighted average exercise price of $0.10 and weighted average remaining years of 1.47 years. The aggregate intrinsic value of the outstanding common stock warrants as of June 30, 2019 was $0. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 Related Party Transactions For the six months ended June 30, 2019, the Company borrowed $1,500 from the LOC we have with H.E. Capital and another $1,255 when the H.E. Capital paid that amount in accounts payable for the Company. H.E. Capital converted $77,000 of the LOC for 30,000,000 shares of our common stock. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 Subsequent Events On July 5, 2019, GHS Investments, LLC converted $4,748 of principal and $143 of interest into 27,170,000 of common stock of the Company. On August 1, 2019, GHS Investments, LLC converted $3,046 of principal and $215 of interest into 27,171,000 of common stock of the Company. On July 16, 2019, we entered into a 10% interest bearing note agreement with GHS Investments LLC in the amount of $35,000. The Note has a $5,000 original issue discount. The note has a 9 month maturity date. 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 .00014 at any time after date of issue for its holder. The $30,000 funds will be used for working capital. |
Basis of Presentation and Acc_2
Basis of Presentation and Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU was issued to address the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. The ASU, among other things, eliminates the need to consider the effects of down round features when analyzing convertible debt, warrants and other financing instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. The amendments are effective for fiscal years beginning after December 15, 2018, and should be applied retrospectively. Early adoption is permitted, including adoption in an interim period. The Company has no Financial Instruments with Down Round Features and as such, the adoption did not have an impact to the Company’s consolidated financial statements. “Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-7”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have any impact on the Company’s consolidated financial statements. In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, “Leases: Topic 842 (ASU 2016-02)”, to supersede nearly all existing lease guidance under GAAP. The guidance would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. ASU 2016-02 is effective for the Company as of January 1, 2019 and adoption requires using a modified retrospective approach with the option to elect certain practical expedients. The Company has determined that it does not have any leases that fall under the guidance of ASU 2016-02 and it had no impact on its consolidated financial statements.” |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments and Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Fair Value of Derivative Financial Liability Measured on Recurring Basis | The following table presents the derivative financial instruments, the Company’s only financial liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, and their level within the fair value hierarchy as of June 30, 2019: Amount Level 1 Level 2 Level 3 Embedded conversion derivative liability $ 111,832 $ - $ - $ 111,832 Warrant derivative liabilities $ 15 $ - $ - $ 15 Total $ 111,847 $ - $ - $ 111,847 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, 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 |
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 June 30, 2019: Balance at December 31, 2018 $ 60,004 Fair value of derivative liability at issuance charged to debt discount 141,316 Settlement of derivative liability due to conversion (144,477 ) Unrealized derivative loss included in other expense 55,004 Balance at March 31, 2019 $ 111,847 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 charged to debt discount 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 |
Loan Payable - Related Party _2
Loan Payable - Related Party and Convertible (Details Narrative) - USD ($) | Mar. 03, 2017 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Nov. 14, 2016 | Aug. 15, 2016 |
Short-term Debt [Line Items] | ||||||||||
Accrued interest | $ 17,586 | $ 17,586 | ||||||||
Conversion of loans payable for common stock | $ 55,275 | $ 147,258 | $ 15,000 | $ 45,000 | ||||||
Proceeds from line of credit | $ 1,500 | $ 81,100 | ||||||||
H. E. Capital S.A [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt accrued interest rate | 8.00% | 8.00% | ||||||||
Debt conversion price per share | $ 0.10 | $ 0.10 | ||||||||
Accrued interest | $ 89,276 | $ 89,276 | ||||||||
Line of credit | $ 172,292 | $ 172,292 | ||||||||
Warrants [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Warrant rights | 24,358,342 | 24,358,342 | ||||||||
Warrant rights exercise price | $ 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 | $ 0.20 | ||||||||
Conversion of loans payable for common stock | $ 100,000 | |||||||||
Debt instrument conversion convertible, shares | 500,000 | |||||||||
Conversion of stock, shares issued | 2,500,000 | |||||||||
H. E. Capital S.A [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt maturity date | Dec. 31, 2019 | |||||||||
Conversion of loans payable for common stock | $ 77,000 | |||||||||
Debt instrument conversion convertible, shares | 30,000,000 | |||||||||
Proceeds from line of credit | $ 1,500 | |||||||||
H. E. Capital S.A [Member] | Accounts Payable [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Proceeds from line of credit | $ 1,255 | |||||||||
Line of Credit [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt conversion price per share | $ 0.20 | $ 0.20 | ||||||||
Chris Bowers [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Line of credit maximum borrowing capacity | $ 150,000 | $ 54,100 | $ 54,100 | |||||||
Debt accrued interest rate | 8.00% | |||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.10 | $ 0.10 | ||||||||
Debt beneficial conversion features | $ 35,300 | |||||||||
Accrued interest | $ 14,368 | $ 14,368 | ||||||||
Line of credit | $ 500,000 | $ 500,000 | ||||||||
Chris Bowers [Member] | Note Payable [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt accrued interest rate | 8.00% | |||||||||
Debt maturity date | Dec. 31, 2018 | |||||||||
Debt conversion price per share | $ 0.50 | |||||||||
Accrued interest | 31,360 | 31,360 | ||||||||
Notes payable, related parties | $ 134,000 | |||||||||
Chris Bowers [Member] | Line of Credit [Member] | Warrants [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Line of credit | $ 500,000 | $ 500,000 | ||||||||
Warrant rights | 500,000 | 500,000 | ||||||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | ||||||||
Value of warrants drawn against line of credit | $ 100,000 | $ 100,000 | ||||||||
Chris Bowers [Member] | Line of Credit One [Member] | Warrants [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Warrant rights | 250,000 | 250,000 | ||||||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | ||||||||
Chris Bowers [Member] | Line of Credit Two [Member] | Warrants [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Warrant rights exercise price | $ 0.10 | $ 0.10 | ||||||||
Value of warrants drawn against line of credit | $ 500,000 | $ 500,000 | ||||||||
Warrants to be issued during the period | 1,750,000 | 1,750,000 | ||||||||
Chris Bowers [Member] | Two Line of Credit [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Accrued interest | $ 120,000 | $ 120,000 | ||||||||
Line of credit | $ 1,000,000 | $ 1,000,000 |
Secured Debentures (Details Nar
Secured Debentures (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jan. 24, 2011 |
Debt face amount | $ 64,886 | ||
Secured debentures payable | 305,000 | $ 305,000 | |
Accrued interest | 17,586 | ||
Secured Debenture Holders [Member] | |||
Secured debentures payable | 305,000 | ||
Accrued interest | $ 329,838 | ||
Securities Purchase Agreements [Member] | Investors [Member] | |||
Debt face amount | $ 380,000 | ||
Interest rate | 12.00% |
Loan Payable - Other and Conv_2
Loan Payable - Other and Convertible (Details Narrative) | Jun. 07, 2019USD ($)$ / shares | May 06, 2019USD ($)$ / shares | Apr. 16, 2019USD ($)$ / shares | Apr. 02, 2019USD ($)$ / shares | Feb. 22, 2019USD ($)$ / shares | Feb. 15, 2019USD ($)shares | Dec. 07, 2018USD ($)shares | Dec. 03, 2018USD ($)shares | May 31, 2018USD ($) | May 22, 2018USD ($) | Nov. 28, 2017USD ($) | Jul. 27, 2017USD ($)Number$ / shares | Jul. 25, 2017USD ($) | Jul. 20, 2017USD ($)shares | Jul. 19, 2016USD ($)shares | Jun. 30, 2019USD ($) | Jan. 31, 2018 | Jun. 30, 2019USD ($)shares | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($)shares | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)shares | Feb. 12, 2019USD ($) | Jul. 01, 2016USD ($)$ / shares | May 16, 2016USD ($) |
Conversion of loans payable for common stock | $ 55,275 | $ 147,258 | $ 15,000 | $ 45,000 | |||||||||||||||||||||||
Accrued interest | $ 17,586 | 17,586 | $ 17,586 | ||||||||||||||||||||||||
Debt face amount | 64,886 | 64,886 | 64,886 | ||||||||||||||||||||||||
Debt discount | $ 40,366 | ||||||||||||||||||||||||||
Amortization of debt discount | 173,337 | $ 50,915 | |||||||||||||||||||||||||
Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | |||||||||||||||||||||||||||
Debt face amount | 41,700 | 41,700 | 41,700 | ||||||||||||||||||||||||
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 instrument derivative discount | 75,000 | 75,000 | 75,000 | ||||||||||||||||||||||||
Individual [Member] | |||||||||||||||||||||||||||
Debt extended due date | Jun. 30, 2018 | ||||||||||||||||||||||||||
Accrued interest | 11,831 | 11,831 | 11,831 | ||||||||||||||||||||||||
Debt face amount | $ 49,295 | ||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.50 | ||||||||||||||||||||||||||
Debt accrued interest rate | 8.00% | ||||||||||||||||||||||||||
Convertible Debentures [Member] | Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | First Installment [Member] | |||||||||||||||||||||||||||
Convertible debentures | $ 425,000 | ||||||||||||||||||||||||||
Non-interest Bearing Convertible Debentures [Member] | Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | |||||||||||||||||||||||||||
Conversion of loans payable for common stock | 50,000 | ||||||||||||||||||||||||||
Debt instrument conversion convertible, shares | shares | 7,232,569 | ||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 0.15 | ||||||||||||||||||||||||||
Conversion price percentage | 65.00% | ||||||||||||||||||||||||||
Debt instrument derivative discount | $ 61,200 | ||||||||||||||||||||||||||
Convertible debentures | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument threshold percentage description | The Holder is entitled to, at any time or from time to time, to convert the Conversion Amount into Conversion Shares, at a conversion price for each share of Common Stock equal to the lesser of (a) $0.15 or (b) Sixty Five percent (65%) of the lowest closing bid price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion of the Debentures subject in each case to equitable adjustments resulting from any stock splits, stock dividends, recapitalizations or similar events. | ||||||||||||||||||||||||||
Stock trading days | Number | 20 | ||||||||||||||||||||||||||
Debt instrument, fee amount | 4,000 | ||||||||||||||||||||||||||
Non-interest Bearing Convertible Debentures [Member] | Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | First Installment [Member] | |||||||||||||||||||||||||||
Debt instruments maturity | Jul. 26, 2020 | ||||||||||||||||||||||||||
Convertible debentures | $ 75,000 | ||||||||||||||||||||||||||
Debt instrument, term | 3 years | ||||||||||||||||||||||||||
Non-interest Bearing Convertible Debentures [Member] | Equity Purchase Agreement [Member] | Peak One Opportunity Fund, LP [Member] | Second Installment [Member] | |||||||||||||||||||||||||||
Debt instruments maturity | Nov. 28, 2020 | ||||||||||||||||||||||||||
Convertible debentures | $ 50,000 | ||||||||||||||||||||||||||
Private Company [Member] | |||||||||||||||||||||||||||
Line of credit | $ 200,000 | ||||||||||||||||||||||||||
Conversion of loans payable for common stock | $ 100,000 | ||||||||||||||||||||||||||
Debt instrument conversion convertible, shares | shares | 1,000,000 | ||||||||||||||||||||||||||
Debt extended due date | Dec. 31, 2018 | ||||||||||||||||||||||||||
Loan payable other convertible | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||||
Accrued interest | 26,389 | 26,389 | 26,389 | ||||||||||||||||||||||||
JSJ Investments [Member] | |||||||||||||||||||||||||||
Conversion of loans payable for common stock | $ 5,084 | ||||||||||||||||||||||||||
Debt instrument conversion convertible, shares | shares | 3,868,756 | ||||||||||||||||||||||||||
Accrued interest | 5,551 | ||||||||||||||||||||||||||
Debt face amount | 69,916 | ||||||||||||||||||||||||||
Debt accrued interest rate | 12.00% | ||||||||||||||||||||||||||
Debt instruments maturity | May 22, 2019 | ||||||||||||||||||||||||||
Debt instrument derivative discount | $ 69,500 | ||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||
Debt discount | $ 5,500 | $ 53,833 | |||||||||||||||||||||||||
GHS Investments LLC [Member] | |||||||||||||||||||||||||||
Conversion of loans payable for common stock | $ 63,945 | $ 67,233 | |||||||||||||||||||||||||
Debt instrument conversion convertible, shares | shares | 146,142,209 | 78,550,000 | |||||||||||||||||||||||||
Accrued interest | $ 6,110 | ||||||||||||||||||||||||||
Debt face amount | 69,916 | ||||||||||||||||||||||||||
Debt instrument penalty interest | 17,479 | ||||||||||||||||||||||||||
GHS Investments LLC [Member] | Subsequent to GHS Assuming Note [Member] | |||||||||||||||||||||||||||
Accrued interest | 871 | $ 871 | $ 871 | 6,947 | |||||||||||||||||||||||
Debt face amount | 17,485 | 17,485 | 17,485 | 69,910 | |||||||||||||||||||||||
Debt discount | $ 36,089 | ||||||||||||||||||||||||||
Amortization of debt discount | 17,744 | ||||||||||||||||||||||||||
GHS Investments LLC [Member] | 10% Interest Bearing Note Agreement [Member] | |||||||||||||||||||||||||||
Accrued interest | 1,684 | 1,684 | 1,684 | ||||||||||||||||||||||||
Debt face amount | $ 35,000 | $ 44,000 | $ 74,375 | $ 44,000 | $ 47,000 | 47,000 | 47,000 | 47,000 | |||||||||||||||||||
Debt conversion price per share | $ / shares | $ .00024 | $ .00081 | $ .00096 | $ .00072 | $ .0015 | ||||||||||||||||||||||
Debt accrued interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||
Debt instrument derivative discount | $ 25,783 | $ 27,535 | $ 41,680 | $ 31,972 | $ 14,346 | ||||||||||||||||||||||
Debt discount | $ 5,000 | $ 4,000 | $ 9,489 | $ 4,000 | $ 7,000 | 12,913 | 12,913 | 12,913 | |||||||||||||||||||
Amortization of debt discount | 8,433 | ||||||||||||||||||||||||||
Debt instrument maturity date, description | The note has a 9-month maturity date. | The note has a 9-month maturity date. | The note has a 9-month maturity date. | The note has a 9-month maturity date | The note has a 9month maturity date. | ||||||||||||||||||||||
Debt instrument, payment terms | 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 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 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 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 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. | ||||||||||||||||||||||
Working capital | $ 30,000 | $ 40,000 | $ 64,886 | $ 40,000 | $ 40,000 | ||||||||||||||||||||||
Proceeds from convertible debt | $ 40,000 | ||||||||||||||||||||||||||
GHS Investments LLC [Member] | 10% Interest Bearing Note Agreement Three [Member] | |||||||||||||||||||||||||||
Accrued interest | 684 | 684 | 684 | ||||||||||||||||||||||||
Debt face amount | 44,000 | 44,000 | 44,000 | ||||||||||||||||||||||||
Debt discount | 27,949 | 27,949 | 27,949 | ||||||||||||||||||||||||
Amortization of debt discount | 3,586 | ||||||||||||||||||||||||||
GHS Investments LLC [Member] | 10% Interest Bearing Note Agreement One [Member] | |||||||||||||||||||||||||||
Accrued interest | 831 | 831 | 831 | ||||||||||||||||||||||||
Debt face amount | 44,000 | 44,000 | 44,000 | ||||||||||||||||||||||||
Debt discount | 30,062 | 30,062 | 30,062 | ||||||||||||||||||||||||
Amortization of debt discount | 5,910 | ||||||||||||||||||||||||||
GHS Investments LLC [Member] | 10% Interest Bearing Note Agreement Two [Member] | |||||||||||||||||||||||||||
Accrued interest | 1,570 | 1,570 | 1,570 | ||||||||||||||||||||||||
Debt face amount | 74,375 | 74,375 | 74,375 | ||||||||||||||||||||||||
Debt discount | 42,427 | 42,427 | 42,427 | ||||||||||||||||||||||||
Amortization of debt discount | 8,742 | ||||||||||||||||||||||||||
GHS Investments LLC [Member] | 10% Interest Bearing Note Agreement Four [Member] | |||||||||||||||||||||||||||
Accrued interest | 233 | 233 | 233 | ||||||||||||||||||||||||
Debt face amount | 35,000 | 35,000 | 35,000 | ||||||||||||||||||||||||
Debt discount | 29,939 | 29,939 | 29,939 | ||||||||||||||||||||||||
Amortization of debt discount | 844 | ||||||||||||||||||||||||||
Coolidge Capital LLC [Member] | |||||||||||||||||||||||||||
Conversion of loans payable for common stock | $ 5,116 | ||||||||||||||||||||||||||
Debt instrument conversion convertible, shares | shares | 3,279,428 | ||||||||||||||||||||||||||
Accrued interest | $ 6,000 | 5,332 | 5,332 | 5,332 | |||||||||||||||||||||||
Debt face amount | 75,000 | 69,884 | 69,884 | 69,884 | |||||||||||||||||||||||
Debt accrued interest rate | 12.00% | ||||||||||||||||||||||||||
Debt instruments maturity | Feb. 28, 2019 | ||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||
Debt discount | $ 4,500 | 12,402 | 12,402 | 12,402 | |||||||||||||||||||||||
Debt instrument penalty interest | $ 24,000 | ||||||||||||||||||||||||||
Reverse conversion of stock, shares | shares | 3,279,428 | ||||||||||||||||||||||||||
Coolidge Capital LLC [Member] | Subsequent to GHS Assuming Note [Member] | |||||||||||||||||||||||||||
Accrued interest | $ 3,198 | 1,125 | 1,125 | 1,125 | |||||||||||||||||||||||
Debt face amount | $ 46,040 | $ 52,960 | $ 52,960 | 52,960 | |||||||||||||||||||||||
Amortization of debt discount | $ 12,402 |
Loan Payable - Other and Non-_2
Loan Payable - Other and Non-Convertible (Details Narrative) - USD ($) | 12 Months Ended | |||
Nov. 15, 2013 | Jun. 30, 2019 | Mar. 29, 2017 | Nov. 15, 2012 | |
Short-term Debt [Line Items] | ||||
Debt face amount | $ 64,886 | |||
Accrued interest | 17,586 | |||
Caliber Capital & Leasing LLC [Member] | ||||
Short-term Debt [Line Items] | ||||
Accrued interest | 85,094 | |||
Initial commitment, amount | $ 2,500,000 | |||
Accrued interest percentage | 9.50% | |||
Loans payable | 543,000 | |||
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 | |||
Accrued interest | $ 40,875 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments and Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | May 31, 2018 | |
Debt instrument default adjusting interest rate, description | An event of default adjusting the interest rate would occur 0% of the time for all notes - some of the notes are in default; | |||||||
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 158.1% through 439% 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; and The projected reset events for the new GHS note are quarterly triggering the adjustments at 50% of market. | |||||||
Debt instrument conversion convertible | $ 55,275 | $ 147,258 | $ 15,000 | $ 45,000 | ||||
Debt discount | $ 40,366 | |||||||
Amortization of debt discount | $ 173,337 | $ 50,915 | ||||||
Change in fair value of derivative liability | (107,121) | $ (53,869) | 55,004 | $ (298,431) | ||||
Derivative liability | 111,847 | 111,847 | $ 60,004 | |||||
New Debt [Member] | ||||||||
Debt instrument conversion convertible | 244,375 | |||||||
Debt discount | $ 141,316 | 141,316 | ||||||
Amortization of debt discount | 170,805 | |||||||
Warrant Granted [Member] | Fair Value of Convertible Feature [Member] | ||||||||
Fair value of convertible debt instrument with additional paid in capital | 144,477 | |||||||
Debt instrument conversion convertible | $ 217,763 | |||||||
Minimum [Member] | ||||||||
Debt conversion price per share | $ 0.0016 | $ 0.0016 | ||||||
Maximum [Member] | ||||||||
Debt conversion price per share | $ 0.0003 | $ 0.0003 |
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 ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Embedded conversion derivative liability | $ 111,832 | $ 59,750 |
Warrant derivative liabilities | 15 | 254 |
Derivative liabilities | 111,847 | 60,004 |
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 | 111,832 | 59,750 |
Warrant derivative liabilities | 15 | 254 |
Derivative liabilities | $ 111,847 | $ 60,004 |
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 ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | ||
Fair value of derivative liability beginning balance | $ 60,004 | $ 511,237 |
Fair value of derivative liability at issuance charged to debt discount | 141,316 | 245,361 |
Settlement of derivative liability due to conversion | (144,477) | (173,346) |
Unrealized derivative gain included in other expense | 55,004 | (523,248) |
Fair value of derivative liability ending balance | $ 111,847 | $ 60,004 |
Mandatorily Redeemable Series_2
Mandatorily Redeemable Series B Preferred Stock (Details Narrative) | Mar. 08, 2018Numbershares | Jun. 30, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | May 31, 2018USD ($) |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Debt discount | $ | $ 40,366 | |||
Debt face amount | $ | $ 64,886 | |||
Accrued interest | $ | 17,586 | |||
Series B Convertible Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 300,000 | |||
Preferred stock, description | 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. | |||
Preferred stock dividend percentage | 12.00% | |||
Conversion price percentage | 75.00% | |||
Stock trading days | Number | 10 | |||
Preferred stock, shares outstanding | 60,910 | |||
Debt discount | $ | $ 4,890 | $ 26,090 | ||
Stock issued during period dividend | 13,610 | |||
Stock issued during period dividend, value | $ | $ 817 | |||
Debt instrument conversion convertible, shares | 16,029,556 | |||
Stock issued during period shares balance left | 47,300 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Dec. 07, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 |
Debt instrument conversion convertible | $ 55,275 | $ 147,258 | $ 15,000 | $ 45,000 | ||
Warrants [Member] | ||||||
Class of warrant or right, outstanding | 24,358,342 | 24,358,342 | ||||
Warrants, weighted average exercise price | $ 0.10 | $ 0.10 | ||||
Warrants term | 1 year 5 months 20 days | 1 year 5 months 20 days | ||||
Warrants, intrinsic value | $ 0 | $ 0 | ||||
Series B Convertible Preferred Stock [Member] | ||||||
Debt instrument conversion convertible, shares | 16,029,556 | |||||
Stock issued during period shares balance left | 47,300 | |||||
Stock issued during period dividend, value | $ 817 | |||||
H. E. Capital S.A [Member] | ||||||
Debt instrument conversion convertible | $ 77,000 | |||||
Debt instrument conversion convertible, shares | 30,000,000 | |||||
Coolidge Capital LLC [Member] | ||||||
Debt instrument conversion convertible | $ 5,116 | |||||
Debt instrument conversion convertible, shares | 3,279,428 | |||||
Peak One Opportunity Fund, LP [Member] | ELOC Debenture [Member] | ||||||
Debt instrument conversion convertible | $ 41,700 | |||||
Debt instrument conversion convertible, shares | 57,916,663 | |||||
Repayment of convertible debt | $ 75,000 | |||||
Peak One Opportunity Fund, LP [Member] | Debenture [Member] | ||||||
Debt instrument conversion convertible | $ 50,000 | |||||
Debt instrument conversion convertible, shares | 62,202,380 | |||||
GHS Investments LLC [Member] | ||||||
Debt instrument conversion convertible | $ 63,945 | $ 67,233 | ||||
Debt instrument conversion convertible, shares | 146,142,209 | 78,550,000 | ||||
Geneva Roth Remark Holdings, Inc. [Member] | ||||||
Debt instrument conversion convertible, shares | 13,610 | |||||
Stock issued during period shares balance left | 47,300 | |||||
Stock issued during period dividend, value | $ 817 | |||||
Conversion of stock, shares | 16,029,556 | |||||
Geneva Roth Remark Holdings, Inc. [Member] | Series B Convertible Preferred Stock [Member] | ||||||
Debt instrument conversion convertible, shares | 60,910 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Proceeds from line of credit | $ 1,500 | $ 81,100 | ||||
Debt instrument conversion convertible | $ 55,275 | $ 147,258 | $ 15,000 | $ 45,000 | ||
H. E. Capital S.A [Member] | ||||||
Proceeds from line of credit | 1,500 | |||||
Debt instrument conversion convertible | $ 77,000 | |||||
Debt instrument conversion convertible, shares | 30,000,000 | |||||
H. E. Capital S.A [Member] | Accounts Payable [Member] | ||||||
Proceeds from line of credit | $ 1,255 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 01, 2019 | Jul. 16, 2019 | Jul. 05, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 07, 2019 | May 06, 2019 | Apr. 16, 2019 | Apr. 02, 2019 | Feb. 22, 2019 | Feb. 12, 2019 | May 31, 2018 |
Debt instrument, principal amount converted | $ 55,275 | $ 147,258 | $ 15,000 | $ 45,000 | |||||||||||
Debt face amount | 64,886 | $ 64,886 | |||||||||||||
Debt original issue discount | $ 40,366 | ||||||||||||||
GHS Investments LLC [Member] | |||||||||||||||
Debt instrument, principal amount converted | $ 63,945 | $ 67,233 | |||||||||||||
Debt conversion, number of shares issued | 146,142,209 | 78,550,000 | |||||||||||||
Debt face amount | $ 69,916 | ||||||||||||||
GHS Investments LLC [Member] | Subsequent Event [Member] | |||||||||||||||
Debt instrument, principal amount converted | $ 3,046 | $ 4,748 | |||||||||||||
Debt instrument, interest amount converted | $ 215 | $ 143 | |||||||||||||
Debt conversion, number of shares issued | 27,171,000 | 27,170,000 | |||||||||||||
GHS Investments LLC [Member] | 10% Interest Bearing Note Agreement [Member] | |||||||||||||||
Debt face amount | $ 47,000 | $ 47,000 | $ 35,000 | $ 44,000 | $ 74,375 | $ 44,000 | $ 47,000 | ||||||||
Debt original issue discount | $ 12,913 | $ 12,913 | $ 5,000 | $ 4,000 | $ 9,489 | $ 4,000 | $ 7,000 | ||||||||
Debt conversion price per share | $ .00024 | $ .00081 | $ .00096 | $ .00072 | $ .0015 | ||||||||||
Working Capital | $ 30,000 | $ 40,000 | $ 64,886 | $ 40,000 | $ 40,000 | ||||||||||
GHS Investments LLC [Member] | 10% Interest Bearing Note Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Interest percentage | 10.00% | ||||||||||||||
Debt face amount | $ 35,000 | ||||||||||||||
Debt original issue discount | $ 5,000 | ||||||||||||||
Debt, maturity period | 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. | ||||||||||||||
Debt conversion price per share | $ .00014 | ||||||||||||||
Working Capital | $ 30,000 |