Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2014 | Jan. 15, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Green Automotive Co | |
Entity Central Index Key | 1,497,632 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2014 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 747,837,198 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,014 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash | $ 44,135 | $ 2,902 |
Accounts receivable | 800 | |
Inventories | $ 599,657 | $ 177,346 |
Prepaid expenses and deposits | $ 545,409 | |
Other | $ 5,138 | |
Current assets from non-continuing operations | $ 492,806 | |
Total Current Assets | $ 649,730 | 1,218,463 |
Non-Current Assets | ||
Property and equipment, net | $ 372,219 | 455,287 |
Non-current assets from non-continuing operations | 153,118 | |
Total Non-Current Assets | $ 372,219 | 608,405 |
Other Assets | ||
Deferred financing cost | 60,000 | |
Total Other Assets | 60,000 | |
Total Assets | $ 1,021,949 | 1,886,868 |
Current Liabilities | ||
Accounts payable and accrued expenses | 554,127 | 197,179 |
Current portion of notes payable | 1,067,426 | $ 845,396 |
Credit facility and other advances | 14,134 | |
Derivative liability | $ 12,814,383 | $ 71,752,773 |
Funds received not converted into equity (net of discount) | 215,000 | |
Sums due to Global Trade Finance | $ 25,000 | 25,000 |
Sums due to Global Market Advisors | $ 170,889 | 170,889 |
Other payables | 176,836 | |
Current liabilities from discontinued operations | $ 2,954,051 | 1,962,611 |
Total Current Liabilities | 17,600,010 | 75,345,683 |
Long-term Liabilities | ||
Loans payable, net of current maturities | 22,500 | 203,946 |
Total Long-term Liabilities | 22,500 | 203,946 |
Total Liabilities | $ 17,622,510 | $ 75,549,629 |
Contingencies | ||
Stockholder's Deficit | ||
Common stock | $ 639,988 | $ 405,043 |
Additional paid-in capital | 47,312,340 | 37,019,643 |
Accumulated other comprehensive loss | (186,617) | (198,424) |
Accumulated deficit | (64,402,618) | (110,889,947) |
Total Stockholder's Deficit | (16,600,562) | (73,662,761) |
Total Liabilities and Stockholders' Deficit | 1,021,949 | 1,886,868 |
Class A Convertible Preferred Stock | ||
Stockholder's Deficit | ||
Preferred stock | 783 | $ 924 |
Class Y Convertible Preferred Stock | ||
Stockholder's Deficit | ||
Preferred stock | $ 35,563 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock , shares issued | 639,988,456 | 405,043,436 |
Common stock, shares outstanding | 639,988,456 | 405,043,436 |
Class A Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 782,701 | 924,366 |
Preferred stock, shares outstanding | 782,701 | 924,366 |
Class Y Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 40,000,000 | |
Preferred stock, shares issued | 35,561,651 | |
Preferred stock, shares outstanding | 35,561,651 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,662,918 | $ 644,624 | $ 3,459,607 | $ 828,888 |
Costs of goods sold | 1,281,116 | 483,938 | 3,281,507 | 630,462 |
Gross profit | 381,802 | 160,686 | 178,099 | 198,426 |
Operating expenses | ||||
Depreciation and amortization | $ 38,697 | 18,384 | $ 87,069 | $ 19,705 |
Loss on disposal of assets | $ 12,516 | |||
Impairment of assets | $ 373,060 | $ 373,060 | ||
General and administrative | 341,361 | $ 5,166,470 | 6,815,927 | $ 6,927,683 |
Total Operating expenses | 753,118 | 5,197,370 | 7,276,056 | 6,947,388 |
Operational income/ (loss) | (371,316) | (5,036,684) | (7,097,957) | (6,748,962) |
Other income/(expenses) | ||||
Change in fair value of derivative liability | $ (361,135) | (18,766,197) | $ 57,095,577 | 18,850,333 |
Stock issued for settlements | $ (1,237,200) | $ (1,237,200) | ||
Gain (loss) on settlement of debt | $ (484,028) | |||
Loss on conversion of preferred shares | $ (16,116) | $ (36,490) | ||
Other income/(expense) | $ 660,296 | $ 460,296 | ||
Interest income/(expense) | 194,581 | $ (28,929) | (1,642,960) | $ (194,673) |
Total Other income/expenses | 493,742 | (20,048,442) | 55,428,885 | 17,381,970 |
Income/(Loss) from continuing operations | 122,427 | (25,085,126) | 48,330,929 | 10,633,008 |
Income/(Loss) from discontinued operations | (4,347,499) | (325,262) | (1,843,600) | (962,421) |
Earnings before income tax | $ (4,225,072) | $ (25,410,387) | $ 46,487,329 | $ 9,670,587 |
Income taxes | ||||
Net income | $ (4,225,072) | $ (25,410,387) | $ 46,487,329 | $ 9,670,587 |
Income (loss) per share (Basic) | $ (0.01) | $ (0.07) | $ 0.08 | $ 0.03 |
Income (loss) per share (Diluted) | $ (0.01) | $ (0.07) | $ 0.04 | $ 0.01 |
Weighted average shares outstanding (Basic) | 659,999,514 | 384,197,678 | 573,312,300 | 356,544,473 |
Weighted average shares outstanding (Diluted) | 659,999,514 | 384,197,678 | 1,245,719,364 | 735,405,168 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Condensed Consolidated Statements Of Comprehensive Income Loss | ||||
Net income / (loss) | $ (4,225,072) | $ (25,410,387) | $ 46,487,329 | $ 9,670,587 |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation | (51,526) | (137,095) | 11,808 | (52,289) |
Comprehensive income (loss) | $ (4,276,598) | $ (25,547,482) | $ 46,499,137 | $ 9,618,298 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Statement of Cash Flows [Abstract] | ||
Effect of change in exchange rate on cash | $ 11,808 | $ (48,418) |
OPERATING ACTIVITIES: | ||
Net income | (46,487,329) | (9,670,587) |
Debt discount | ||
Amortization of debt discounts | 1,671,252 | 14,119 |
Loss on disposal of assets | 200,000 | 25,876 |
Shares issued for settlement of agreement | 1,237,200 | |
Loss on conversion of preferred shares | 36,490 | |
(Gain)/loss on settlement of debt | 484,028 | |
Change in fair value of derivative liability | (57,095,577) | (18,850,333) |
Share based compensation | 5,717,015 | 6,191,202 |
Stock Options | 523,905 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 147,069 | 45,494 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (800) | 143,975 |
Inventories | (422,311) | (215,942) |
Other assets | (5,138) | (3,703) |
Assets in discontinuing operations | 658,923 | |
Liabilities in discontinuing operations | (1,962,611) | |
Prepaid expenses | 545,409 | (17,331) |
Accounts payable and accrued expenses | $ 1,775,678 | 661,155 |
Deferred revenue | 207,846 | |
Other liabilities | 115,412 | |
Net cash used in operating activities | $ (957,033) | (737,952) |
INVESTING ACTIVITIES: | ||
Proceeds from disposal of vehicles | 28,126 | |
Cash received from acquisition | 14,896 | |
Purchase of property and equipment | (17,000) | (587,411) |
Net cash used in investing activities | (17,000) | (544,389) |
FINANCING ACTIVITIES: | ||
Proceeds from funds received from FMS | 907,839 | |
Proceeds from issuance of common stock | 13,500 | |
Borrowings on line of credit, net | 14,134 | |
Payments to reduce line of credit | (69,628) | |
Proceeds from notes payable | 1,085,682 | 467,406 |
Payments to notes payable | (109,860) | |
Net cash provided by financing activities | 1,003,456 | 1,305,617 |
Net (decrease) / increase in cash | 41,231 | (25,142) |
CASH AT BEGINNING PERIOD | 2,902 | 87,325 |
CASH AT END OF PERIOD | 44,135 | 62,183 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||
Share based compensation | 523,905 | 214,286 |
Common shares issued in exchange for preferred shares | 2,468,841 | 11,278,686 |
Common shares issued to settle liabilities | 5,010,110 | 268,142 |
Common shares issued in relation to investment in a JV | 378,792 | 335,895 |
Common shares issued in relation to acquisition | 6,755,290 | |
Common shares issued for debt conversion | 2,244,708 | |
Preferred shares converted to ordinary | (105) | |
Preferred shares issued to settle debt | $ 210,000 | $ 800,932 |
1. Description of Business
1. Description of Business | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS We are involved in the development, manufacturing and sale of diesel, gas, CNG and electric buses. We plan to move forward with the production of all-electric buses, as well as begin converting other mass transit vehicles into electric powered vehicles. We expect this to be the core focus of our business activities going forward. We recently introduced a prototype electric bus, which we named the E-Patriot line. The E-Patriot seats 15-23 passengers, depending on configuration and is expected to have a hundred mile range in-between charges when it is ready for market. We are a corporation originally organized under the laws of the State of Delaware in 1996, but re-incorporated in Nevada effective June 3, 2011. We formerly operated under the name GANAS Corp. (GANAS). Prior to November 2009, GANAS objective was to obtain through acquisition and/or merger transactions, assets, which could benefit our shareholders. Effective November 4, 2009, GANAS acquired Go Green USA LLC, a Nevada limited liability company organized on April 28, 2009 (Go), in a share exchange transaction pursuant to which newly issued shares of GANAS common stock were issued in exchange for all of the issued and outstanding membership interests of Go (the Go Merger). The Go Merger resulted in GANAS issuing 1,436,202 shares of its common stock with par value $0.001 for each 1% membership interest in Go, following which GANAS changed its name to Green Automotive Company Corporation. Effective September 30, 2011, we effected a Change of Domicile, re-incorporating in Nevada and simplifying our name to Green Automotive Company, among other things (the Re-Incorporation). Matter of Time Merger On September 1, 2011, Green Automotive Company entered into a Stock Purchase Agreement and Escrow Agreement with Mark E. Crone (Crone) and Bosch Equities, L.P. (Bosch), under which we purchased 100% of the outstanding equity of Matter of Time I Co., a Nevada corporation (MOT), and extinguished a repayment obligation of MOT totaling $6,000, all in exchange for $30,000. On February 10, 2012, Green Automotive Company entered into a Merger Agreement and Plan of Reorganization with Matter of Time I Co., a Nevada corporation (MOT) (the MOT Agreement). Under the MOT Agreement, at the closing of the transaction contemplated by the MOT Agreement, MOT dissolved into and became a part of Green Automotive Company, with Green Automotive Company being the surviving corporation and assuming MOTs status as a reporting issuer under the Securities Exchange Act of 1934, as amended. On December 14, 2012 the transactions contemplated by the MOT Agreement closed (the Closing). As a result of the Closing, MOT was merged out of existence and Green Automotive Company became a reporting issuer under the Securities Exchange Act of 1934, as amended. Liberty Transaction On June 28, 2012, we entered into a Stock Exchange Agreement (the Liberty Agreement) with Liberty Electric Cars Limited., an England and Wales private company limited (LEC), and its wholly-owned subsidiary LEC 2 Limited, an England and Wales private company limited (LEC2 and together with LEC, the LEC Entities), under which our wholly-owned subsidiary, Liberty Automotive Group, Inc. (formerly GAC EV Motors Inc.), a Nevada corporation (LAG) agreed to purchase 100% of the issued and outstanding securities of LEC (the LEC Shares), that owns 100% of the issued and outstanding securities of LEC2 (the LEC2 Shares) (collectively the LEC Securities) in exchange for the transfer of Thirty Nine Million Seven Hundred Forty Two Thousand One Hundred Seventy Eight (39,742,178) shares of our common stock held by LAG to the LEC Shareholders. The value of these shares at the close of trading on the day of issuance was $17,486,558. These shares represented approximately 8.19% of our outstanding voting control at the time. We also issued to Mr. West and Mr. Hobday, the executives of LEC, a total of 300,000 shares of our Series A Preferred Stock (subject to forfeiture on a pro rata basis over a three year period) in exchange for the non-competition provisions in their independent contractor agreements. This transaction closed on July 23, 2012. Subsequently, on or about August 15, 2014, LEC, along with each of LECs wholly owned subsidiaries, ceased business operations. As a result of the Liberty Transaction, we acquired Liberty Electric Company (LEC), a company that designed and developed electric vehicle drive solutions for use in its own converted vehicles and for sale to original equipment manufacturers (OEMs) for incorporation into their production. LECs engineers contributed to the invention of innovative EV drive train technologies that was believed to be employable in a wide variety of vehicle platforms. LEC was also a contributing member of a number of advanced research programs for developing next generation electric vehicle (EV) solutions. These programs included the Deliver project where LEC collaborated with tier one automotive companies to develop a pure electric commercial vehicle, and the Motore project in which LEC collaborated with tier one automotive companies and universities to develop a rare earth free electric motor technology. Additionally, LEC created after sales support for EVs including the Modec truck and the G-Wiz car, by developing a comprehensive aftermarket maintenance program throughout Europe for its customers electric trucks and cars. Due to its experience in EV technologies and in servicing EVs, LEC had an agreement with a large U.S. truck manufacturer for the on-going support of electric vehicles run by its key clients in Europe. LEC continued to take care of all warranty support when required by these customers, all of whom run fleets of electric commercial vehicles across Europe. This truck manufacturers customers include major companies such as FedEx, UPS and Veolia, who are using the first ground up electric trucks known as the Modec that were launched some four years ago for the purpose of making pollution free deliveries in urban areas. Pursuant to the Liberty Agreement, we also issued to GAC Automotive Services, Inc., a Nevada corporation and one of our wholly-owned subsidiaries (GAC Auto) Ten Million (10,000,000) shares of Series B Convertible Preferred Stock (the Series B Shares). The issuance of the Series B shares to GAC Auto was not part of the purchase price of the LEC Entities and was not compensation to the LEC Entities or LEC Shareholders, but was reserved for issuance to shareholders of certain entities that LEC and/or LEC2 have been in negotiations with at the time of execution of the Liberty Agreement if those entities and/or assets were purchased by us or our subsidiaries. Subsequently, instead of issuing the B shares, we agreed to issue 59,000,000 GACR shares to the former shareholders for LECs acquisitions of OEC International Limited (OEC) and Footloose 4x4 Limited (Footloose). However, the 59,000,000 shares were never issued and we have never consolidated OEC nor Footloose into our financial statements. Subsequently, LEC and its subsidiaries, excluding Footloose, ceased operations on or about August 15, 2014, and are in liquidation under a voluntary liquidation in accordance with Section 98 of the United Kingdoms Insolvency Act of 1986. LEC began to wind down Footloose in late 2013. A formal petition to liquidate Footloose was presented on 3 July 2014 and a formal Resolution for Voluntary Winding-up was granted August 27, 2014. Legal representation of the liquidation was facilitated by Everys Solicitors, Taunton, United Kingdom. To date, all of the Series B Shares are still held by GAC Auto. For reporting purposes, the Series B Preferred Stock is eliminated upon consolidation. Newport Coachworks Transaction On October 12, 2012, we entered into an Acquisition and Stock Exchange Agreement (the NCWI Agreement) with Newport Coachworks, Inc., a California corporation (NCWI), under which we agreed to purchase 100% of the issued and outstanding securities of NCWI (the NCWI Shares) from Mr. Carter Read, NCWIs sole shareholder, in exchange for the transfer of Five Million (5,000,000) shares of our common stock due at the closing of the transaction (the GAC Closing Shares), and up to an additional Twenty Two Million (22,000,000) shares of our common stock (the GAC Additional Shares and together with the GAC Closing Shares, the GAC Shares) to vest as follows: upon NCWI obtaining bona fide, binding purchase orders, with cash down payment standard in the industry to NCWI, from third party purchasers requiring NCWI to manufacturer Sixty (60) buses with compressed natural gas engines at NCWIs manufacturing facility (each a Qualified Purchase Order) within the first twelve (12) months following the payment of one-half of the initial forecasted funding of $500,000. This transaction closed on October 12, 2012. On or by July 18, 2013, 27,000,000 GAC shares were issued to Mr. Read. Going Green Transaction On January 31, 2013, the Company signed a binding agreement to buy U.K.-based electric vehicle distributor Going Green Limited, which operated under the brand name GoingGreen. Founded in 2002, it sold over 1,400 G-Wiz vehicles, an electric vehicle manufactured in India by the Indo-Reva Electric Car Company. The acquisition was completed on or about April 1, 2013 when 1,562,498 shares of GAC common stock were authorized for exchange for 100% of the issued and outstanding securities of Going Green Limited and 150,501 shares of GAC common stock for issuance to former creditors of Going Green. Due to a temporary restraining order in an unrelated litigation in Utah by us against a former stockholder the shares were not released by our transfer agent until June 24, 2013. Ian Hobday, our then CEO, and Daren West, our former CFO, served as directors of Going Green prior to the acquisition. On or about August 15, 2014, Going Green ceased operations and is in liquidation under a voluntary liquidation in accordance with Section 98 of the United Kingdoms Insolvency Act of 1986. With creditors approval, on or about August 27, 2014, former LEC and Going Green staff members, led by Clive Southwell, a director of the U.K. businesses at the time LEC and Going Green ceased operations, along with financial support from former GAC director Nicholas Hewson and our then CEO Ian Hobday, purchased the assets of Going Green through a company they organized, Clean Transport and Technology Limited (CTT) for a purchase price of £22,800 (£19,000 plus £3,280 value added tax (VAT)) and the assets of LEC2 for £7,200 (£6,000 plus £1,200 VAT) for a total of £30,000. The assets of LEC2 consisted primarily of spare parts and batteries, and the assets of Going Green consist primarily of parts, equipment and used vehicles. The sale proceeds were paid to Lameys and the sales were approved at the respective creditors committee meetings when they were held. Viridian Motor Corporation Transaction On or about January 9, 2014 we acquired 21.63% of Viridian Motor Corporation (VMC), a US-based electric truck manufacturer. VMC was a company devoted to advancing twenty-first century transportation technology using alternative fuels and propulsion systems to build fully electric, light duty trucks, which included their own electric drive train and unique battery packs. In February 2014 we acquired an additional 1.5% of the company. On January 6, 2014, we issued 1,292,270 shares to Burton Neil and Dale Nyhus for an obligation of $173,060 related to the acquisition. The value of the issued shares on the day of issuance was $206,763. For the period ending September 30, 2014, we impaired the value of the investment in VMC by 100%. |
2. Basis of Presentation
2. Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. BASIS OF PRESENTATION The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) as promulgated in the United States of America. The unaudited condensed interim consolidated financial statements at September 30, 2014 and for the three and nine-month periods ended September 30, 2014 and 2013 are unaudited, but include all adjustments, consisting of normal recurring entries, which our management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies presented below is designed to assist in understanding the Companys condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Companys management, who is responsible for their integrity and objectivity. These accounting policies conform to GAAP in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements. Principles of Consolidation The Companys unaudited condensed consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries. The Company does not hold significant variable interests in any variable interest entities. All significant intercompany accounts and transactions have been eliminated. Reverse Merger Accounting The MOT Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (GAAP). Green Automotive Company was the acquirer for financial reporting purposes and MOT was the acquired company. Consequently, the assets and liabilities and operations that are reflected in the historical financial statements prior to the Merger will be those of Green Automotive Company and will be recorded at the historical cost basis of the Company. The consolidated financial statements after completion of the Merger include the assets and liabilities of Green Automotive Company. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. Going Concern Our condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. However, as of September 30, 2014, we have sustained recurring operating losses, have outstanding payables, a stockholders deficit of $16,600,561, have ceased operations in the United Kingdom and have insufficient operating capital. These conditions, among others, give rise to substantial doubt about our ability to continue as a going concern and increase the likelihood of bankruptcy. Management is continuing to seek additional capital to fund our ongoing business and improve the profitability of existing operations. Until such time, our working capital needs must be funded through the issuance of additional debt and equity instruments; however, there can be no assurance that we will receive the sums required at the times and in the amounts needed, or that any funding will not be accompanied by conditions unfavorable to us. Management believes these steps may provide us with adequate funds to sustain our continuing existence. There is, however, no assurance that the steps taken by management will meet all of our needs or that we can continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty or from bankruptcy. Use of Estimates The preparation of the condensed consolidated financial statements requires our management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The assumptions used by management in future estimates could change significantly due to changes in circumstances, including, but not limited to, challenging economic conditions. Accordingly, future estimates may differ significantly. S ignificant estimates and assumptions included in our condensed consolidated financial statements relate to the valuation of long-lived assets, inventory reserves, accruals for potential liabilities, and valuation assumptions related to derivative liability, equity instruments and share based compensation. Cash and Cash Equivalents Cash and cash equivalents consist of amounts held as bank deposits and highly liquid debt instruments purchased with an original maturity of three months or less. The Company had no cash equivalents as of September 30, 2014 and December 31, 2013. Discontinued Operations On or about August 15, 2014, our United Kingdom based subsidiaries, including Going Green Limited and Liberty Electric Cars Limited (LEC), along with each of LECs wholly owned subsidiaries (collectively, the U.K. Companies), ceased business operations. As a result, we are reporting the operational results of the U.K. Companies under Discontinued Operations. Operational results under Discontinued Operations includes a 100% impairment of all U.K. Companies assets, a full write down of the value of each companys equity (or deficit), and the net earnings or losses incurred by each. We will continue to carry each companys liabilities on our books under liabilities from discontinued operations until such time as the voluntary liquidations currently underway are finalized. Additionally, comparative periods, within our financial statements and accompanying notes, have been reclassified to show financial data for our former U.K. Companies under discontinued operations. Such reclassifications had no impact on previously reported net losses. Recent Accounting Pronouncements Adopted In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. On July 18, 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Not Adopted Other recent pronouncements issued by FASB (including its Emerging Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation for discontinued operations in all UK entities. Such reclassifications had no impact on previously reported net losses. Accounts Receivable Accounts receivable consists of trade receivables, which are recorded at the invoiced amount, net of taxes, allowances for doubtful accounts and prompt payment discounts. Trade receivables do not carry interest. The allowance for doubtful accounts represents managements estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. Account balances are written off against the allowance when management determines the receivable is uncollectible. Investments in Joint Ventures The Company applies the equity method for the 30% investment to its joint venture interest in Powabyke, a privately-held UK company held by our wholly owned subsidiary Liberty Electric Company Limited, and our 23.13% investment in Viridian Motor, a Virginia corporation, since quoted market prices are not available and we have the ability to exercise influence over operating and financial policies of the joint venture. Significant influence is generally defined as 20% to 50% ownership in the voting stock of an investee. Under the equity method, we initially record such investments at cost and then adjust the carrying value of the investments to recognize the proportional share of the equity-accounted affiliates net income (loss) including changes in capital of the affiliates. In addition, dividends received from the equity-accounted company reduce the carrying value of our investment. If there is an other-than-temporary decline in the market value of the investment, an impairment charge is recorded. For the period ending September 30, 2014, we impaired the value of the investment in Viridian Motor by 100%. Our investment in Powabyke was sold during the period ending September 30, 2014. Inventories The Companys inventories are valued at cost, as determined by the first-in, first out (FIFO) method; in aggregate such valuations are not in excess of market. Concentrations The Company currently maintains substantially all of its cash with major financial institutions. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. Comprehensive Income (Loss) In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, Presentation of Comprehensive Income Property and Equipment Property and equipment consisting of leasehold improvements, furniture and fixtures, equipment and vehicles are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated service lives ranging from three to seven years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of fixed assets are recorded upon disposal. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. The Company determined that there was an indicator of impairment in goodwill and other intangibles during the year ended December 31, 2013 because of the lowered revenue and cash flow projections. The Company uses the present value technique for impairment testing. At September 30, 2014, we fully impaired our investment of $173,060 in Viridian Motors and the full carrying value of $200,000 of our investment in World Energy Asset Management. Additionally, we fully impaired the investment values and assets of our U.K. Companies, the expense thereof was then reclassified and presented under discontinued operations. Derivative Instruments The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value are recorded in the condensed consolidated statement of income under other income (expense). The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Fair Value Measurements ASC 820, Fair Value Measurements Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes (ASC 740), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and 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 and California as our "major" tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2007 through 2013 U.S. federal income tax returns, and remain subject to California Franchise Tax Board examination of our 2007 through 2013 California Franchise Tax Returns. However, 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 positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Revenue Recognition We recognize revenues related to annual membership income and service of electric vehicles in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) No. 605, Revenue Recognition Grant Income Grant income - not recognized until a grant claim has been submitted and approved by Government representatives. E-tech services Revenues from consultancy services - recognized only when all services have been rendered and collectability is reasonably assured. E-Care services Revenues from maintenance, repair, and overhaul services - recognized only when all services have been rendered and collectability is reasonably assured. Earnings per Common Share (as Restated) The Company computes net income per share in accordance with ASC 260, "Earnings per Share." ASC 260 requires presentation of both basic and diluted earnings (loss) per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including 632,701 Series A Convertible Preferred Stock for September 30, 2014 (net of 150,000 forfeit shares) and 608,475 for September 2013 (net of 300,000 forfeit shares), using the if-converted method, 0 stock options for September 30, 2014, and 18,000,000 for September 30, 2013 using the treasury stock method, 35,562,651 Series Y Convertible Preferred Stock for September 30, 2014, and 0 for September 30, 2013 using the if-converted method, and 231,923,077 shares for September 30, 2014 and 2,013,070 shares for September 30, 2013 for convertible loan notes, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the condensed consolidated statement of operations. |
4. Acquisitions
4. Acquisitions | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | |
Acquisitions | 4. ACQUISITIONS On January 31, 2013, the Company signed a binding agreement to buy UK-based electric vehicle distributor Going Green Limited. Trading under the brand name, GoinGreen, it sold over 1,400 G-Wiz electric vehicles, making it one of Europes largest single retailers of electric vehicles. Going Green Limited was founded in 2002 and in the early days, set itself the mission to minimize the effects of climate change by encouraging carbon-neutral motoring. The company pioneered electric vehicles in the UK with the G-Wiz vehicle, an electric vehicle manufactured in India by the Indo-Reva Electric Car Company. The deal was completed on April 1, 2013 when 1,562,498 shares of GAC common stock was authorized for exchange for 100% of the issued and outstanding securities of Going Green Limited plus 150,501 shares of GAC common stock was authorized for issuance to former creditors of Going Green. Due to a temporary restraining order in an unrelated litigation in Utah by us against a former stockholder the shares were not released by our transfer agent until June 24, 2013. The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed of Going Green Limited are shown below. Cash $ 14,896 Accounts receivable 29,379 Prepayments 19,623 Inventories 75,693 Other current assets 27,845 Property and equipment, net of accumulated depreciation 14,653 Goodwill 769,890 Total assets acquired 951,979 Credit Line 1,584 Accounts payable and accrued expenses 81,313 Deferred revenue 34,983 Income Tax payable 62,345 Other 206,464 Total liabilities assumed 386,689 Purchase Price $ 565,290 Final Consideration 1,562,498 of common stock issued $0.33 in exchange for equity 515,625 150,501 of common stock issued $0.33 to settle debt 49,665 The acquisition method of accounting is based on ASC Subtopic 805-10, Business Combinations, and uses the fair value concepts defined in ASC Subtopic 820-10, Fair Value Measurements and Disclosures. The purchase price for Going Green businesses was allocated to the net tangible and intangible assets based upon their fair values as of the respective acquisition dates. The allocation of the purchase price was based upon a valuation and the estimates and assumptions were subject to change within the measurement period. The excess of the purchase price over the fair values of the net tangible assets and intangible assets, if any, was recorded as goodwill and is generally driven by our expectations of our ability to realize synergies and achieve our strategic growth objectives. The goodwill recorded in connection with the Going Green acquisitions was $769,890, on the transaction acquisition date. In accordance with U.S. GAAP, impairment testing for goodwill is performed at least annually. The Company performs its annual impairment test as of December 31. Goodwill is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The impairment test for goodwill uses a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is a potential impairment and Step 2 must be performed. Step 2 compares the carrying value of the reporting units goodwill to its implied fair value (i.e., the fair value of the reporting unit less the fair value of the units assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is recorded as an impairment. The Company performed its annual test of goodwill as of December 31, 2013. The Company determined the fair value of the reporting unit exceeded the carrying value of the reporting unit. For the year ended December 31, 2013, the Company concluded there were indicators of potential goodwill impairment, including the decline in the value of the Companys revenue recognition. As a result of identifying indicators of impairment, the Company performed an impairment test of goodwill as of December 31, 2013. In performing Step 1 of the impairment test, the Company estimated the fair value of the reporting unit using the market approach for purposes of estimating the total enterprise value for the Company. The market approach is based on the guideline publicly traded company method to determine the fair value of the reporting unit. Under this method, market multiples ratios were applied to the reporting units earnings with consideration given to the Companys size, product offerings, growth, and other relevant factors compared to those of the guideline companies. The guideline companies selected were engaged in the same or a similar line of business as the Company. Market multiples were then selected based on consideration of risk, growth, and profitability differences between the Company and the guideline companies. The selected market multiples were then multiplied by the Companys earnings streams for the twelve months ended December, 2013. Based on the above analysis, it was determined that the carrying value of the reporting unit including goodwill exceeded the fair value of the reporting unit, requiring the Company to perform Step 2 of the goodwill impairment test to measure the amount of impairment loss, if any. In performing Step 2 of the goodwill impairment test, the Company compared the implied fair value of the reporting units goodwill to its carrying value of goodwill. This test resulted in a non-cash, goodwill impairment charge of $769,890 which was recognized during the year ended December 31, 2013. This charge had no impact on our cash flows or our compliance with debt covenants. The following table sets forth the balance of the Companys goodwill as of December 31, 2013: December 31, 2012 Additions Impairments December 31, 2013 Goodwill, gross $ - $ 769,890 $ (769,890) $ - Accumulated impairment losses - - - - Total goodwill, net $ - $ 769,890 $ (769,890) $ - The following are unaudited pro-forma results of operations as if the acquisition has occurred at the beginning of the period for the three and nine months ended September 30, 2014 and 2013. Additionally, the financial data herein have been reclassified to show revenues and expenses for Going Green, as well as Liberty Electric Company and its subsidiaries, under Income/(Loss) from discontinued operations. Pro-forma (unaudited) For The Three and Nine Months Ended September 30, 2014 and 2013 For the three months ended For the nine months ended September 30, September 30, 2014 2013 2014 2013 (restated) (restated) Revenues $ 1,662,918 $ 644,624 $ 3,459,607 $ 828,888 Costs of goods sold 1,281,116 483,938 3,281,507 630,462 Gross profit 381,802 160,686 178,099 198,426 Operating expenses Depreciation and amortization 38,697 18,384 87,069 19,705 Loss on disposal of assets 12,516 Impairment of assets 373,060 373,060 General and administrative 341,361 5,166,470 6,815,927 6,927,683 753,118 5,197,370 7,276,056 6,947,388 Operational income/ (loss) (371,316 ) (5,036,684 ) (7,097,957 ) (6,748,962 ) Other income/(expenses) Change in fair value of derivative liability (361,135 ) (18,766,197 ) 57,095,577 18,850,333 Stock issued for settlements (1,237,200 ) (1,237,200 ) Gain (loss) on settlement of debt (484,028 ) Loss on conversion of preferred shares (16,116 ) (36,490 ) Loss on conversion of preferred shares 660,296 460,296 Other income/(expense) 194,581 (28,929 ) (1,642,960 ) (194,673 ) 493,742 (20,048,442 ) 55,428,885 17,381,970 Income/(Loss) from continuing operations 122,427 (25,085,126 ) 48,330,929 10,633,008 Income/(Loss) from discontinued operations (4,347,499 ) (325,261 ) (1,843,600 ) (1,004,407 ) Earnings before income tax (4,225,072 ) (25,410,387 ) 46,487,329 9,628,601 Income taxes Net income $ (4,225,072 ) $ (25,410,387 ) $ 46,487,329 $ 9,628,601 Income (loss) per share (Basic) $ (0.01 ) $ (0.07 ) $ 0.08 $ 0.03 Income (loss) per share (Diluted) $ (0.01 ) $ (0.07 ) $ 0.04 $ 0.01 Weighted average shares outstanding (Basic) 659,999,514 384,197,678 573,312,300 356,544,473 Weighted average shares outstanding (Diluted) 659,999,514 384,197,678 1,245,719,364 735,405,168 On or about August 15, 2014, Going Green ceased operations and is in liquidation under a voluntary liquidation in accordance with Section 98 of the United Kingdoms Insolvency Act of 1986. On or about January 9, 2014 we acquired 21.63% of Viridian Motor Corporation (VMC), a US-based electric truck manufacturer. VMC was a company devoted to advancing twenty-first century transportation technology using alternative fuels and propulsion systems to build fully electric, light duty trucks, which included their own electric drive train and unique battery packs. In February 2014 we acquired an additional 1.5% of the company. On January 6, 2014, we issued 1,292,270 shares to Burton Neil and Dale Nyhus for an obligation of $173,060 related to the acquisition. The value of the issued shares on the day of issuance was $206,763. For the period ending September 30, 2014, we impaired the value of the investment in VMC by 100%. |
5. Accounts Receivable
5. Accounts Receivable | 9 Months Ended |
Sep. 30, 2014 | |
Receivables [Abstract] | |
Accounts Receivable | 5. ACCOUNTS RECEIVABLE Accounts receivable consists of the following: as of September 30, 2014 and December 31, 2013: Accounts Receivables September 30, 2014 December 31. 2013 Trade receivables $ 800 $ 0 Grant monies receivable - 0 $ 800 $ 0 Due to the liquidation of the U.K. Companies, accounts receivable for the comparative period for our U.K. Companies have been reclassified as assets under discontinuing operations in our balance sheet presentation. Without the reclassification for the comparative period December 31, 2013, trade receivables were $123,254 and grant monies receivable was $31,024, both of which were receivables for the U.K. Companies. |
6. Inventories
6. Inventories | 9 Months Ended |
Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. INVENTORIES Inventories consist of raw materials and work in progress. These pertain to the Bus production in the Newport Coachworks facility. The Companys inventories are valued at cost, as determined by the first-in, first out (FIFO) method; in aggregate such valuations are not in excess of market and consisted of the following as of September 30, 2014 and December 31, 2013 (reclassified). September 30, 2014 December 31, 2013 Raw materials $ 104,882 $ 31,922 Goods in transit - Work in progress 494,775 145,424 Finished Goods - $ 599,657 $ 177,346 Due to the liquidation of the U.K. Companies, inventory for the comparative period for our U.K. Companies has been reclassified as assets under discontinuing operations in our balance sheet presentation. Without the reclassification for the comparative period December 31, 2013, the inventory total would have been $412,312, of which $234,966 was inventory for the U.K. Companies. |
7. Property and Equipment
7. Property and Equipment | 9 Months Ended |
Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. PROPERTY AND EQUIPMENT Property and equipment consists of the following: as of September 30, 2014 and December 31, 2013: September 30, 2014 December 31, 2013 Leasehold improvements $ 4,000 $ Furniture and fixtures Equipment 492,475 492,475 Computer hardware and software 6,347 6,347 Vehicles 502,822 498,822 Less accumulated depreciation (130,603) (43,534) $ 372,219 $ 455,287 Our property and equipment as of September 30, 2014 are located in California. As of September 30, 2014 and December 31, 2013 (reclassified), depreciation expense was $87,069 and $19,705 respectively. Due to the liquidation of the U.K. Companies, our U.K. Companies property and equipment for the comparative period, which totaled $143,118 (net of accumulated depreciation) has been reclassified as assets under discontinuing operations in our balance sheet presentation. |
8. Goodwill and Intangible Asse
8. Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. GOODWILL & INTANGIBLE ASSETS Intangible assets consist of the following and were mainly related to the LEC and Going Green acquisitions: September 30, 2014 December 31, 2013 Goodwill on purchase of Going Green $ 789,890 $ 789,890 Go License 500,000 500,000 Crash test homologation costs 228,912 228,912 Liberty acquired technology 619,462 619,462 Assembled workforce 689,000 689,000 Trade name and website 45,000 45,000 Non-compete agreement 1,500,000 1,500,000 4,352,264 4,352,264 Less amortization and impairment (4,352,264 ) (4,352,264 ) $ $ Amortization expense was $0 for the nine months ended September 30, 2014 and the year ended December 31, 2013. The Company impaired the remaining basis in the intangibles during the year ended December 31, 2012 as management revised its sales forecast for the product which impaired the goodwill as of December 31, 2012. There was no impairment of goodwill for the nine months ended September 30, 2013. |
9. Deferred Revenue
9. Deferred Revenue | 9 Months Ended |
Sep. 30, 2014 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 9. DEFERRED REVENUE Deferred revenue consists of the following: as of September 30, 2014 and December 31, 2013: Deferred Revenues September 30, 2014 December 31. 2013 Deferred Grant Income $ $ - Deferred membership fees - $ $ - As all of our deferred revenue was derived from our U.K. Companies operations for both periods, all of our deferred revenue for the period ending December 31, 2013 has been reclassified under discontinued operations. |
10. Funds Received Not Converte
10. Funds Received Not Converted Into Equity (Net of Discount) | 9 Months Ended |
Sep. 30, 2014 | |
Funds Received Not Converted Into Equity Net Of Discount | |
Funds Received Not Converted Into Equity | 10. FUNDS RECEIVED NOT CONVERTED INTO EQUITY (NET OF DISCOUNT) We received advances during the year ended December 31, 2013 in the amount of $215,000. These advances were made directly from the shareholders. The Company issued common shares during the first six months of 2014 to settle these advances. |
11. Sums Due To Global Market A
11. Sums Due To Global Market Advisors | 9 Months Ended |
Sep. 30, 2014 | |
Sums Due To Global Market Advisors | |
Sums Due To Global Market Advisors | 11. SUMS DUE TO GLOBAL MARKET ADVISORS On July 19, 2010, we entered into an Advisory Agreement (the Advisory Agreement) with Global Market Advisors, Inc., a Nevada corporation (GMAI). Under the Advisory Agreement, GMAI was retained by us to assist with a variety of services, including, but not limited to, assisting us with our filings as a public company, making the public aware of us and our business, and provide general advice to our management in order to execute our business plan and strategy. The agreement was terminated with effect on July 31, 2013. In exchange for the services rendered, we agreed to compensate GMAI in the amount of $170,889. This amount remained outstanding as of December 31, 2013 and as of September 30, 2014. |
12. Sums Due To Global Trade Fi
12. Sums Due To Global Trade Finance | 9 Months Ended |
Sep. 30, 2014 | |
Sums Due To Global Trade Finance | |
Sums Due To Global Trade Finance | 12. SUMS DUE TO GLOBAL TRADE FINANCE On January 1, 2012 the Company made and entered into a credit facility with Global Trade Finance (GTF) to provide credit up to $250,000. The Company had drawn down $79,000 of the facility through the second quarter of 2012. The effective rate of interest is 8% on the facility, and the facility was to be secured by 5,000,000 shares of Green Auto common stock, and the advances made to the Company under the credit facility were not reduced to Convertible Notes. The facility was to be due January 1, 2013, or up to twenty four months if demand for repayment is not made, however, effective September 30, 2012, the $79,000 was converted into 1,500,000 shares of the Companys common stock. The Company recorded $4,000 gain on settlement of debt. The Company also borrowed another $25,000 on this facility that it still owes under the same terms listed above as of September 30, 2014 and December 31, 2013. |
13. Notes Payable, Net of Disco
13. Notes Payable, Net of Discounts | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | |
Notes Payable, Net of Discounts | 13. NOTES PAYABLE, NET OF DISCOUNTS As a result of our inability to file our Form 10-Q for the period ended September 30, 2014 within the time period required under the Securities Exchange Act of 1934, as amended, we have defaulted on certain covenants under various loan documents with our note holders regarding timely filings with the SEC. Additionally, we no longer have sufficient authorized shares for convertible note holders to convert their notes. We currently are in discussions to revise the note agreements, including waivers of default remedies. Because we believe we will achieve waivers of the default remedies, the values stated for the convertible notes do not include remuneration for default remedies. Notes Payable September 30, December 31, 2014 2013 Blue Citi - Convertible Note Payable, 0% interest, convertible at 40% discount to market price, unsecured $ 277,500 $ R Knight £38,500 Note Payable, Nil Interest, when funds permit, unsecured 63,487 P Beitl £109,576 Note Payable, Nil Interest, when funds permit, unsecured 180,691 David Voss Note Payable, 15% Interest, unsecured, convertible at fixed 00.5 cents per share 15,000 Black Mountain - Convertible Note Payable, 10% interest, convertible at 35% discount to market price, unsecured 62,000 Union Capital Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days 45,000 N Jones £10,053 Note Payable, Nil Interest, unsecured 16,577 I Hobday Note payable, Nil interest, unsecured 24,419 5,813 P Lilley £700 Note Payable, Nil Interest, unsecured 1,191 1,154 L G Capital Note payable, 8% Interest, unsecured, convertible at 50% discount to market price after 180 days 27,000 76,500 Auctus Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days 37,750 JMJ Financial Note Payable, interest 12% after 90 days, unsecured, convertible at 40% discount to market price 142,566 82,000 Louis Klein Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share 50,000 50,000 Linda Singer Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share 100,000 100,000 David Hopkins Note Payable, 15% Interest, unsecured , a conversion price of 50% of close price on date of notification 20,000 20,000 Gel Properties Note Payable, 6% Interest, unsecured, convertible at 40% discount to market price 25,000 Redwood Fund II Note Payable ,10% Interest, unsecured, convertible at 50% discount to market price 100,000 Redwood Management LLC Note Payable, Nil Interest, unsecured, convertible at 50% discount to market price 336,376 Bizloan Note payable, 36% Interest, secured 16,802 219,691 Typenex Note Payable, 8% Interest, unsecured, convertible at 60% discount to market price after 180 days 142,500 WEAM/WFC payable, 0% interest convertible at 20% discount to market price after 180 days 200,000 Auctus Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days 56,250 Blue Citi. 8% Interest, unsecured, convertible at 38.5% discount to market price after 180 days 26,500 LG Capital, 8% Interest, unsecured, convertible at 35% discount to market price after 180 days 94,050 Union Capital, 8% Interest, unsecured, convertible at 50% discount to market price after 180 days 50,000 Accrued interest 8,080 1,350,778 1,323,119 Debt Discount (300,153 ) (273,777 ) $ 1,050,625 $ 1,049,342 Current Portion $ 1,050,625 $ 845,396 Long Term 203,946 $ 1,050,625 $ 1,049,342 In connection with the Black Mountain convertible notes issued on February 13, 2014, the Company issued a five year warrant to the note holder to purchase an additional 1,200,000 common shares at an exercise price of $0.15. As of September 30, 2014, the adjusted number of issuable shares equaled 69,230,769 shares and the strike price was $0.0026. Using the Black-Scholes model and the following inputs: $0.006 market price, 1 year estimated term, 0.13% risk free rate and expected volatility of 178%, the warrants value was $ 318,318. The warrant has anti-dilution provisions, including adjustable provisions for the exercise price. Additionally, if the warrant is exercised on a cashless basis, the market price would reset to $0.0523, which would negatively impact the number of shares to be issued. We are currently negotiating a settlement of the note with Black Mountain, which would include eliminating this warrant. In connection with the Blue Citi convertible notes issued on March 21, 2014, the Company issued a three year warrant to the note holder to purchase an additional 15,218,579 common shares at an exercise price of $0.0183. The warrant has anti-dilution provisions, including adjustable provisions for the exercise price and the number of shares. As of September 30, 2014, the adjusted number of issuable shares equaled 107,115,385 shares and the strike price was $0.0026. Using the Black-Scholes model and the following inputs: $0.006 market price, 1 year estimated term, 0.13% risk free rate and expected volatility of 178%, the warrants value was $492,508. In connection with a funding transaction between the Company and Typenex Co-Investment, LLC, in June 2014 the Company issued a $665,000 secured convertible promissory note to Typenex payable 17 months after the issuance date and bearing interest at the rate of 10% per annum. The loan will be funded in six installments of which the first installment was for $142,500 and the remainders are for $110,000 each, except the last which is for $82,500. The Typenex transaction had an original issue discount of $60,000 and transaction expenses of $5,000. As the lender, Typenex is secured by a first priority security interest on the assets of the Company. The Typenex Note is convertible into shares of the Companys common stock beginning on the date which is six months after each respective installment of the loan is received by the Company. The conversion formula is the amount of the loan being converted divided by the conversion price, which is 60% of the average of the three lowest Closing Bid Prices in the proceeding twenty trading days. In connection with the Typenex transaction, the Company issued a five year warrant to Typenex to purchase common stock that includes anti-dilution provisions. The number of shares issuable under the warrant equal $332,500 divided by the greater of the market price per share at the issue date of the warrant ($0.0205) or the average trading price per share calculated on the two days prior to the date of notice of conversion. The purchase price per share is determined by using the lower of the conversion price and the market price. As of September 30, 2014, the adjusted number of issuable shares equaled 127,884,615 and the strike price was $0.0026. Using the Black-Scholes model and the following inputs: $0.0026 market price, 1 year estimated term, 0.13% risk free rate and expected volatility of 178%, the warrants value was $588,004. |
14. Stock Incentive Plan
14. Stock Incentive Plan | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan | 14. STOCK INCENTIVE PLAN On May 30, 2011, the Company adopted the 2011 Non-Qualified Stock Incentive Plan (the Plan). Under the Plan, participants, including both employees and nonemployees of the Company, have the opportunity to acquire common units of the Company. For awards made under the Plan, participants purchase common units at the time the award is made at (i) a stated value, or (ii) a percentage that is not less than 50% of the current fair market value of the stock. Award agreements with employees have a term of ten years and typically have a graded vesting terms over five years. If a participant ceases to be employed with the Company prior to the end of the vesting period, the participant forfeits his/her rights to any unvested units at the date of the termination. During the nine month period ending September 20, 2014, the Company granted 10,100,000 options and recorded a stock option expense of $523,905. No options were granted during the year ended December 31, 2014. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Because the Black-Scholes option valuation model incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on historical volatilities of the Companys stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. September 30, 2014 December 31, 2014 Expected Volatility 178 % 170 % Expected dividends Expected terms (in years) 1 1 Risk-free rate 0.13 % 0.13 % Forfeiture rate A summary of option activity as of September 30, 2014 and December 31, 2013, and changes during the periods then ended is presented below: Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at January 1, 2013 22,000,000 $ 0.34 9.44 $ 191,500 Granted Exercised Forfeited or expired Outstanding at December 31, 2013 22,000,000 $ 0.34 8.44 $ 191,500 Exercisable at December 31, 2013 18,000,000 $ 0.42 8.42 $ Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at January 1, 2014 22,000,000 $ 0.34 8.44 $ 112,000 Granted 10,100,000 0.06 9.30 523,905 Exercised Forfeited or expired Outstanding at September 30, 2014 32,100,000 $ 0.30 8.20 $ 635,905 Exercisable at September 30, 2014 29,700,000 $ 0.24 8.22 $ 0 |
15. Stockholders' Deficit
15. Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | |
Stockholders' Deficit | 15. STOCKHOLDERS Series Y Preferred Stock On September 2, 2014, we filed a Certificate of Designation with the Nevada Secretary of State in connection with the creation of a class of shares designated by our Board of Directors as the Series Y Preferred Shares with the characteristics described below. The purpose of the Series Y Preferred Shares is to create additional authorized shares of common stock by permitting the return of issued and outstanding shares of common stock held our management and others to the treasury for cancellation and to be available for original issuance. In return for the submission of the shares of common stock for cancellation, each participating shareholder shall receive an identical number of restricted Series Y Preferred Shares. The total number of issued and outstanding shares of common stock that may be subject to this arrangement is forty million (40,000,000) shares of common stock and an equivalent number of Series Y Preferred Shares. A total of 35,415,592 shares of common stock have been returned for cancellation and an equivalent number of restricted shares of Series Y Preferred Stock have been issued to the participants. Series A Convertible Preferred Stock (CPS) and Derivative Liability On July 23, 2012 and in relation with the Liberty Electric Car Limited (LEC) Acquisition (Note 4), the Company issued 300,000 shares of restricted preferred stock to two LEC Directors, Darren West and Ian Hobday, as a covenant not to compete. These preferred shares were valued at $5.00 per share and were recorded as part of the purchase price. On or about September 29, 2012, the Company issued an additional 30,000 CPS to FMS to settle $150,000 of advances owed to FMS (see Note 4) at a conversion rate of $5.00 per CPS. On or about December 26, 2012, the Company issued an additional 53,680 CPS to FMS for cash at a price of $5.00 per CPS. On or about December 26, 2012, the Company issued an additional 12,121 CPS to FMS for cash at a price of $8.25 per CPS. On or about February 15, 2013, FMS converted 62,500 Series A preferred shares into 20,437,331 shares of our common stock. On or about March 6, 2013, the Company issued an additional 21,841 CPS to FMS for cash at a price of $8.25 per CPS in settlement of $180,188 advances from related party. On or about July 26, 2013, the Company issued an additional 95,485 CPS to FMS for cash, 51,387 at a price of $5 per CPS and 44,098 at a price of $8.25 per CPS in settlement of $620,743 advances from related party. On or about July 29, 2013, 42,152 Series A Preferred Shares were converted into 16,156,335 shares of our common stock. On or about November 27, 2013 the Company issued an additional 15,891 CPS to FMS for cash, 2,800 at a price of $5 per CPS and 13,091 at a price of $8.25 per CPS in settlement of $122,001 advances from related party. On January 7, 2014 the Company issued 27,000 CPS to two investors for settlement of liability, these shares were valued at $210,000. During the period from January 9, 2014 to March 31, 2014, 38,665 shares of CPS were converted into 19,386,464 common shares. On or about April 11, 2014 a holder of Series A Preferred shares of the Company converted 125,000 Series A Preferred Stock into 66,875,000 restricted shares of the Companys common stock. The shares issued for the Series A Preferred stock represented 11.05% of the Companys shares issued and outstanding as of April 11, 2014. On or about May 28, 2014 the Company converted 5,000 Series A Preferred Stock into 2,289,220 shares of its common stock. Conversion Formula The CPS is convertible into Companys common stock in accordance with the following formula: Number of common shares to be issued upon conversion of CPS = Number of common stock outstanding on date of conversion x 0.000001 x Number of preferred stock being converted. Due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the CPS, the conversion feature is classified as derivative liabilities and recorded at fair value. At the time of this filing, the Company does not have sufficient issuable common shares remaining from its authorized common shares for any of the CPS holders to convert into common shares. Pursuant to ASC 815, Derivatives and Hedging, the Company initially recognized the fair value of the embedded conversion feature of the CPS on date of issuance and was charged to operations. On September 30, 2014, the Company recorded a mark-to-market adjustment based on the fair value of the derivative liability on that date which resulted in a gain of $57,095,577. The fair value of the derivative liability was determined using the Black Scholes option pricing model with a quoted market price of $0.006, a conversion price of $0.0026, expected volatility of 178%, no expected dividends, an expected term of one year and a risk-free interest rate of 0.13%. As of September 30, 2014, the number of common shares that could be potentially issued to settle the conversion of the preferred stock is 372,921,913 common shares. The following table sets forth by level with the fair value hierarchy the Companys financial assets and liabilities measured at fair value on September 30, 2014. Level 1 Level 2 Level 3 Total Assets None $ $ $ $ Liabilities Derivative Financial instruments $ $ $ 12,814,383 $ 12,814,383 The following table summarizes the derivative liabilities included in the condensed consolidated balance sheet at September 30, 2014: Balance at January 1, 2014 $ 71,752,773 Derivative liability related to new issuance and conversion, net 1,842,812 Change in Value of Historic Derivatives (57,095,577 ) Balance at September 30, 2014 (unaudited) $ 12,814,383 Common Stock On or about February 15, 2013 FMS converted 62,500 Preferred A shares into 20,437,331 shares of our common stock. On or about February 15, 2013, we issued 375,000 shares of our common stock to Kodiak Capital Group LLC worth $150,000 as part of the Kodiak Funding Agreement. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was either accredited or sophisticated and familiar with our operations. On or about February 15, 2013, we issued 160,715 shares of our common stock to Colin Manners (part of Kodiak Capital Group LLC) worth $64,286 as part of the Kodiak Funding Agreement. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was either accredited or sophisticated and familiar with our operations. On March 18, 2013, the Company entered into a funding agreement for up to $3 million with Kodiak Capital Group LLC, a Newport Beach-based institutional investor. The Company has agreed to file a registration statement with the U.S. Securities & Exchange Commission (SEC) covering the shares that may be issued to Kodiak under the terms of the common stock purchase agreement. As a result of the current market price for the Companys common stock, the Company intends to withdraw the registration statement filing. On or about April 1, 2013, the Company issued 1,712,999 shares to the owners of Going Green Limited (a UK company) to acquire 100% of the business. Due to the TRO the shares were not released by our transfer agent until June 24, 2013. On or about March 22, 2013, the Company issued 1,050,000 shares of its common stock to Metro-Electric PLC to secure a 30% investment in the Powabyke brand of Electric Bikes owned by Metro-Electric PLC. On or about May 9, 2013, the Company issued 1,500,000 shares of its common stock each to Gary Spaniak Sr. and Ron Davis to compensate them for Liberty Electric Cars Limited withdrawing from the Merger with ELCR in order to be acquired by GAC. On or about July 18, 2013, the Company issued 27,000,000 shares of its common stock to Carter Read of which 5,000,000 was in relation to the purchase of Newport Coachworks, Inc. and 22,000,000 was in relation to Mr. Read securing purchase orders in excess of sixty (60) units. On or about July 29, 2013, the Company converted 42,152 Series A Preferred Stock into 16,156,335 shares of its common stock. On or about September 20, 2013, the Company issued 1,188,603 shares of its common stock. Of those shares, 1,046,618 were issued in connection with convertible debt, 27,939 were issued to a member of staff to retain their services, and 114,046 were issued in lieu of rent payments. On or about October 16, 2013, the Company issued 500,000 shares of its common stock in connection with advisory services provided. On or about November 8, 2013, the Company issued 625,461 shares of its common stock in connection with advisory services provided. On or about November 18, 2013, the Company issued 50,000 shares of its common stock in connection with advisory services provided. On or about December 11, 2013, the Company issued 7,700,000 shares of its common stock in connection with a 3(a)(10) arrangement with Ironridge. On or about December 23, 2013, the Company issued 297,429 shares of its common stock to Redwood Management in connection with the repayment of convertible debt in the amount of $33,460.73. On or about December 31, 2013, the Company issued 238,095 shares of its common stock to Redwood Management in connection with the repayment of convertible debt in the amount of $25,000. During the three months ended March 31, 2014, the Company issued 19,644,299 shares in connection with debt conversion valued at approximately $555,490, mainly related to the LEC debt that was assumed by Redwood. During the three months ended March 31, 2014, the Company issued 32,051 shares for $5,000 in cash to unrelated party. During the three months ended March 31, 2014, the Company issued 278,133 shares as additional interest and penalties valued at $24,038. During the three months ended March 31, 2014, the Company issued 78,792,270 shares in connection with liability settlements valued at approximately $4,993,110, which included the Ironridge settlement agreement and other liabilities related to consultants and two officers for accrued salary. During the three months ended March 31, 2014, the Company issued 872,569 shares in connection with services provided to the company by outside consultants valued at approximately $64,000. On or about April 2, 2014 the Company issued 1,200,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $16,920. On or about April 2, 2014 the Company issued 4,821,925 shares of its common stock to LG Capital in connection with the repayment of convertible debt in the amount of $51,500 plus $2,746 in accrued interest. On or about April 9, 2014 the Company issued 1,631,280 shares of its common stock to Auctus Private Equity Fund in connection with the repayment of convertible debt in the amount of $17,750 plus $1,646 in accrued interest. On or about April 9, 2014 the Company issued 1,600,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $22,560. On or about April 11, 2014 the Company converted 125,000 Series A Preferred Stock into 66,875,000 shares of its common stock. On or about April 14, 2014, the Company issued 212,500 shares of common stock in exchange to investor Maurice Graham Oates at $0.0400 per share for a total of $8,500. On or about April 22, 2014 the Company issued 1,585,930 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $22,742.23. On or about May 23, 2014 the Company issued 540,000 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $4,472. On or about May 28, 2014 the Company converted 5,000 Series A Preferred Stock into 2,289,220 shares of its common stock. On or about May 30, 2014 the Company issued 900,000 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $7,453. On or about June 3, 2014 the Company issued 1,578,767 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $13,075. On or about June 5, 2014 the Company issued 4,262,943 shares of its common stock to Redwood Management in connection with the payment of accrued interest in the amount of $29,841. On or about June 6, 2014 the Company issued 3,474,337 shares of its common stock to LG Capital Funding in connection with the repayment of convertible debt in the amount of $26,058 plus $1,058 in accrued interest. On or about June 10, 2014 the Company issued 2,000,000 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $21,827. On or about June 12, 2014 the Company issued 1,700,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $15,810. On or about June 17, 2014 the Company issued 290,753 shares of its common stock to Gel Properties in connection with the of repayment convertible debt in the amount of $3,173. On or about June 17, 2014 the Company issued 400,000 shares of its common stock to a creditor of former CFO Darren West. In exchange, the accrued salary due Darren West was reduced $17,000. On or about June 18, 2014 the Company issued 3,342,831 shares of its common stock to LG Capital Funding in connection with the repayment of convertible debt in the amount of $25,000 plus $71 in accrued interest. On or about June 18, 2014 the Company issued 2,200,000 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $19,361. On or about June 19, 2014 the Company issued 8,571,428 shares of its common stock to Redwood Fund III in connection with the repayment of convertible debt in the amount of $60,000. On or about June 24, 2014 the Company issued 2,000,000 shares of its common stock for advisory services rendered in 2013 at $0.014 per share. On or about June 27, 2014 the Company issued 7,462,686 shares of its common stock to Redwood Fund III in connection with the repayment of convertible debt in the amount of $40,000 plus $10,000 in accrued interest. On or about June 27, 2014 the Company issued 640,736 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $5,639. On or about July 10, 2014, the Company issued 2,818,337 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $24,012. On or about July 14, 2014, the Company issued 8,608,322 shares of its common stock to Redwood Fund II, LLC in connection with the repayment of convertible debt in the amount of $60,000. On or about July 15, 2014, the Company issued 2,500,000 shares of its common stock to GEL Properties, LLC in connection with the repayment of convertible debt in the amount of $ $20,459. On or about July 21, 2014, the Company issued 7,246,377 shares of its common stock to Redwood Fund II, LLC in connection with the repayment of convertible debt in the amount of $50,000, of which $10,000 was for accrued interest. On or about July 29, 2014, the Company issued 554,820 shares of its common stock to GEL Properties, LLC in connection with the repayment of convertible debt in the amount of $ 4,541. On or about September 12, 2014, the Company issued 3,894,867 shares of its common stock to Black Mountain Equities in connection with the repayment of convertible debt in the amount of $30,653, of which $1,653 was for accrued interest. On or about September 23, 2014, the Company issued 912,569 shares of its common stock to Union Capital, LLC in connection with the repayment of convertible debt in the amount of $5,201, of which $202 was for accrued interest. On or about September 26, 2014, the Company issued 384,615 shares of its common stock to Blue Citi in connection with the repayment of convertible debt in the amount of $1,000. On or about September 30, 2014, the Company issued 5,044,110 shares of its common stock to Black Mountain Equities in connection with the repayment of convertible debt in the amount of $20,176, of which 1,176 was for accrued interest. |
16. Contingencies
16. Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 16. CONTINGENCIES Our predecessor, Go Green USA, LLC (Go Green) was a party defendant, along with other defendants in a civil action filed in Marshall County, West Virginia by Glen Dale Motor Co. and Tomsic Motor Co, Civil Action No. 11-C-104 H. This undefended and previously unknown action resulted in a default judgment and related judgment order in the amount of $3,717,615 with interest accruing at 7% per annum from and after February 13, 2012. There is no active effort to enforce this action against Go Green and we believe there are numerous defenses to the asserted judgment and any such enforcement effort. Moreover, the existence of the liability pre-existed our acquisition of Go Green and its existence was not disclosed as a part of the acquisition. Management has not accrued for this event in the financial statements as it is not determinable whether the Company is liable for this judgment. The Company expects that if efforts are made to enforce the judgment the expected loss could be from $0 to $3,717,615 not including additional accrued post-judgment interest. In December 2013 we entered in to an arrangement with Ironridge Global Equity IV, Ltd. under Section 3(a)(10) of the Securities Act of 1933 that was approved by a Superior Court Judge in Los Angeles, California pursuant to which we agreed to settle approximately $543,000 of trade debt claims purchased by Ironridge in exchange for the issuance by the Company of free-trading shares of our common stock under a calculation negotiated between Ironridge and the Company (the Stipulation). As of December 31, 2013, we had issued 7,700,000 free trading shares of our common stock to cover the Newport Coachworks liabilities assigned to Ironridge under the Stipulation The 3(a)(10) agreement specifies a $6m calculation period which determines the final number of shares to be issued to Ironridge in settlement of the loan they made to the Company by purchasing Company third party debt. After the initial issuance GAC issued a total of 27,000,000 additional free trading shares to Ironridge under the Stipulation formula. On or about March 28, 2014, however, Ironridge demanded GAC issue an additional 43,000,000 free-trading shares based on Ironridges calculations under the Stipulation. Ironridges calculation depends on its interpretation of certain clauses in the Stipulation and the allegation that GAC delayed the timely issuance of shares to which Ironridge was entitled and has thus increased the base amount of shares owed under the Stipulation. The initial Ironridge demand for 43,000,000 shares was increased to 55,000,000 additional shares (the Additional Shares). On April 16, 2014, Ironridge brought an ex parte proceeding before Hon. Deirdre Hill, J. (Judge Hill) to compel GAC to issue the Additional Shares under the Stipulation. GAC filed its answering papers in opposition to the Ironridge motion, and the Court held a hearing on May 14, 2014. At the conclusion of the hearing, the Court denied Ironridges request for the issuance of the Additional Shares without prejudice. Since the date of the May 14 hearing Ironridge has not filed any other court papers, nor has GAC had any further communications from Ironridge. |
17. Subsequent Events
17. Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. SUBSEQUENT EVENTS After the period ending September 30, 2014, we reached our limit of available and issuable shares (as calculated by the following formula: total shares authorized minus total shares issued and outstanding minus total share reserved for convertible note holders). As a result, we have no further shares to issue as a means of raising capital. Further, our Preferred A stockholders cannot convert their preferred shares for common shares and our convertible noteholders cannot convert their notes for common shares. As a result, we are in breach of our agreements with the Preferred A Shareholders and Convertible Note Holders. Although our Board of Directors has passed a resolution to increase the number of authorized common shares to 2,500,000,000 from 900,000,000, the amount of the increase in authorized shares to be requested of the Companys shareholders is subject to our ability to negotiate a resolution on the conversion of our Preferred A Stock to common shares and the settlement of our outstanding liabilities, including GAC and Newport Coachworks payables and GACs outstanding convertible notes. If a reasonable resolution is not achieved, the number of common shares needed to fully satisfy all parties could exceed 20 billion shares (based on all factors present on or about December 31, 2014). An increase to our authorized issuable share ceiling is subject to approval by our shareholders and will not be effective until the filing of an amendment to our Articles of Incorporation. On September 8, 2014, a consultant to the company serving as Controller and Senior Vice President, Global Corporate Finance, Donald Murray, submitted a notice of Termination of Agreement with Cause effective October 8, 2014. Causes referenced by Mr. Murray included breach of agreement by the Company, failure by the Company to pay agreed upon compensation, the Companys insolvency and the Company and CEOs failure to properly disclose material information. We have not refuted Mr. Murrays assertions. Penalties that we had previously agreed to in our agreement with Mr. Murray if he were to terminate his consulting agreement for cause included full and immediate vesting of 6,000,000 shares and 2,000,000 options (with an average strike price of $0.05), payment of accrued and unpaid consulting fees, which totaled $23,333 as of October 8, 2014, and six months consulting fees equaling $75,000, together totaling $98,333. The cash fees, shares and options were to have been issued by us to Mr. Murray on or before October 8, 2014. However, Mr. Murray elected to defer receipt of the shares and options until January 2015. As of the date of this filing, only $2,500 of the unpaid, accrued and penalty fees has been paid to Mr. Murray, leaving the cash balance due to him by us at $95,833. Likewise, our obligation to issue the shares and options as described above remains outstanding as we do not have any available shares from which to issue shares owed to Mr. Murray. Effective October 8, 2014, upon the request of Carter Read, Board Director and President of Newport Coachworks, Ian Hobday resigned as our CEO and Company Director. Although Mr. Hobday had previously been awarded 150,000 of the Companys Preferred A Shares for his acceptance of a three year non-compete agreement, the agreement included a pro rata forfeiture provision if Mr. Hobday did not complete three years of service. As Mr. Hobday had not yet completed three years of service at the time of his resignation, he forfeited 50,000 of the Preferred A Shares he had been issued. Additionally, since Mr. Hobday worked with at least two companies outside the GAC organization, OEC International Limited and Footloose 4X4 Limited, both U.K. companies acquired by Liberty Electric Company, but not consolidated into the GAC group, during his service to us as CEO, we are investigating whether these activities breached Mr. Hobdays non-compete agreement, which could mean that Mr. Hobday would forfeit all of the Preferred A shares that had previously been issued to him. Prior to his departure, CEO Ian Hobday appointed Mr. Alan J. Bailey as our Chief Financial Officer, effective October 8, 2014. On October 10, 2014, our Board of Directors appointed Mr. Carter Read, President of Newport Coachworks, Inc., our remaining operating subsidiary, to the positions of interim President (our Principal Executive Officer) and Secretary of the Company. In December 2014, Mr. Read re-engaged Mr. Murray as a consultant to assist the Company. On May 18, 2015, we announced the appointment of Ben Rainwater as the Company's CEO and member of the Board and the appointment of Agnes Cha as Senior Vice President, Corporate Affairs and member of the Board. Under the terms of their respective agreements with us, both Mr. Rainwater and Ms. Cha were each issued 150,000 shares of our Series A Convertible Preferred Stock, subject to certain forfeiture and voting conditions, and are to receive 5,000,000 shares of our common stock after the Company increases its authorized common stock sufficient to permit such issuance. Additionally, each was to receive $5,000 per week for any month in which Newport Coachworks, Inc. (NCI), the Companys wholly-owned subsidiary, produced an average of 3 buses per week in a calendar month and $7,500 per week for any month in which NCI produced an average of 4 or more buses per week in any calendar month. However, no compensation was to be paid, owed, earned or accrued for any month in which NCI does not average at least 3 buses per week. On or about November 31, 2015, both Mr. Rainwater and Ms. Cha each forfeited 75,000 shares (collectively 150,000) when NCI failed to achieve an average production of three buses per week by the end of November 2015. Further, neither has received any cash remuneration (nor accrued remuneration) as of the date of this filing, as neither the Company nor NCI have reached the thresholds under which cash remuneration would be awarded. Further, no shares of our common stock have been issued to either Mr. Rainwater or Ms. Cha as we have not yet, as of the date of this filing, increased our authorized limit for common stock issuance. On or about May 15, 2015, our subsidiary, Newport Coachworks, Inc. (NCI) ceased production and laid off its workers as it had depleted its working capital and no longer had the means to purchase parts nor pay its staff nor workers. As a result, NCIs revenue in the second quarter of 2015 and onwards will be minimal. On July 13, 2015, Carter Read resigned his positions as our interim President, Secretary and as a member of our Board of Directors. On July 20, 2015, Mr. Read resigned from his position with Newport Coachworks. On or about July 21, 2015, we became aware that the landlord of Newport Coachworks warehouse and manufacturing facility located on Wilson Street in Riverside, California, had locked our personnel out of the facility due to failure by NCI to pay the rent. At the time we were locked out of the facility, certain assets of Newport Coachworks remained inside. We also became aware that the facility may have been leased to a different shuttle bus manufacturing company, unrelated to us. We believed that at some point prior to Mr. Reads departure, Mr. Read may have arranged for NCI to be released from the Wilson Street lease, which involved a lease being issued to a new tenant introduced by Mr. Read. As part of this transaction, we believed that assets belonging to NCI may have been surrendered to the landlord, and/or sold or assigned to the new tenant to compensate the landlord for amounts owed, and possibly, to release Mr. Read from a personal guarantee he had issued when the lease was signed originally. We began negotiating with the landlord of the Wilson Street facility, as well as the new tenant, regarding the facility and Newport Coachworks assets. These efforts led to the formation of an Outsourcing Agreement with Executive Bus (see below). On August 12, 2015, our Board of Directors appointed Fred Luke as our President and Secretary. Mr. Lukes appointment to President and Secretary did not include an assignment of remuneration. As of the date of this filing, Mr. Luke has received a total of $10,000 in remuneration for his services as President. On August 12, 2015, our Board of Directors appointed Agnes Cha as our Treasurer. Ms. Chas appointment to Treasurer did not include remuneration. Ms. Cha has not received any cash nor equity remuneration (nor accrued remuneration) for this appointment as of the date of this filing. On or about August 13, 2015, our Board began a formal investigation into the circumstances leading up to the alleged surrender of assets and transfer of the NCI lease of the Wilson Street facility by Mr. Read prior to his departure. On September 30, 2015, we signed an Outsourcing Agreement (Outsourcing Agreement) with Executive Bus Builders Inc. (Executive Bus). Executive Bus is an affiliate of Executive Coach Builders Inc. based in Springfield, Missouri (Executive Coach). Pursuant to the Outsourcing Agreement, Executive Bus agreed to 1) manufacture buses for our clients based in California, and to build customized buses, which are to be converted into all-electric vehicles and convert other mass transit vehicles for our clients into all-electric drive vehicles, 2) purchase certain of the tool and die equipment, and certain molds located in the Wilson Avenue facility from us for $100,000, 3) to pay us approximately $25,000 for the first five buses manufactured for the our customers by Executive Bus, and 4) to assume all of the obligations and responsibilities as a sub-lessor under NCIs original lease for the duration of the original lease. We believe that going forward the net revenue to us per bus sale through Executive Bus will be approximately the same as the net earnings we had projected to generate once NCI had reached scale (without the administrative and operative burden). As of this filing, NCI remains non-operational and does not have any employees. Mr. Alan J. Bailey, our Chief Financial Officer (CFO), tendered his resignation effective November 2, 2015. During his service as our CFO, Mr. Baily did not receive any compensation, nor is any compensation owed. On November 4, 2015, a default arbitration judgement against us was awarded to Typenex Co-Investment, LLC, a creditor of the Company in the amount of $679,894 for damages, with 22% interest accruing commencing as of October 19, 2015. We intend to challenge this award based on Typenexs failure to properly serve notice; and to negotiate a settlement more favorable to us. |
3. Accounting Policies (Policie
3. Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Companys unaudited condensed consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries. The Company does not hold significant variable interests in any variable interest entities. All significant intercompany accounts and transactions have been eliminated. |
Reverse Merger Accounting | Reverse Merger Accounting The MOT Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (GAAP). Green Automotive Company was the acquirer for financial reporting purposes and MOT was the acquired company. Consequently, the assets and liabilities and operations that are reflected in the historical financial statements prior to the Merger will be those of Green Automotive Company and will be recorded at the historical cost basis of the Company. The consolidated financial statements after completion of the Merger include the assets and liabilities of Green Automotive Company. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. |
Going Concern | Going Concern Our condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. However, as of September 30, 2014, we have sustained recurring operating losses, have outstanding payables, a stockholders deficit of $16,600,561, have ceased operations in the United Kingdom and have insufficient operating capital. These conditions, among others, give rise to substantial doubt about our ability to continue as a going concern and increase the likelihood of bankruptcy. Management is continuing to seek additional capital to fund our ongoing business and improve the profitability of existing operations. Until such time, our working capital needs must be funded through the issuance of additional debt and equity instruments; however, there can be no assurance that we will receive the sums required at the times and in the amounts needed, or that any funding will not be accompanied by conditions unfavorable to us. Management believes these steps may provide us with adequate funds to sustain our continuing existence. There is, however, no assurance that the steps taken by management will meet all of our needs or that we can continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty or from bankruptcy. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements requires our management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The assumptions used by management in future estimates could change significantly due to changes in circumstances, including, but not limited to, challenging economic conditions. Accordingly, future estimates may differ significantly. S ignificant estimates and assumptions included in our condensed consolidated financial statements relate to the valuation of long-lived assets, inventory reserves, accruals for potential liabilities, and valuation assumptions related to derivative liability, equity instruments and share based compensation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of amounts held as bank deposits and highly liquid debt instruments purchased with an original maturity of three months or less. The Company had no cash equivalents as of September 30, 2014 and December 31, 2013. |
Discontinued Operations | Discontinued Operations On or about August 15, 2014, our United Kingdom based subsidiaries, including Going Green Limited and Liberty Electric Cars Limited (LEC), along with each of LECs wholly owned subsidiaries (collectively, the U.K. Companies), ceased business operations. As a result, we are reporting the operational results of the U.K. Companies under Discontinued Operations. Operational results under Discontinued Operations includes a 100% impairment of all U.K. Companies assets, a full write down of the value of each companys equity (or deficit), and the net earnings or losses incurred by each. We will continue to carry each companys liabilities on our books under liabilities from discontinued operations until such time as the voluntary liquidations currently underway are finalized. Additionally, comparative periods, within our financial statements and accompanying notes, have been reclassified to show financial data for our former U.K. Companies under discontinued operations. Such reclassifications had no impact on previously reported net losses. |
Accounts receivable | Accounts Receivable Accounts receivable consists of trade receivables, which are recorded at the invoiced amount, net of taxes, allowances for doubtful accounts and prompt payment discounts. Trade receivables do not carry interest. The allowance for doubtful accounts represents managements estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. Account balances are written off against the allowance when management determines the receivable is uncollectible. |
Investment in Joint Venture | Investments in Joint Ventures The Company applies the equity method for the 30% investment to its joint venture interest in Powabyke, a privately-held UK company held by our wholly owned subsidiary Liberty Electric Company Limited, and our 23.13% investment in Viridian Motor, a Virginia corporation, since quoted market prices are not available and we have the ability to exercise influence over operating and financial policies of the joint venture. Significant influence is generally defined as 20% to 50% ownership in the voting stock of an investee. Under the equity method, we initially record such investments at cost and then adjust the carrying value of the investments to recognize the proportional share of the equity-accounted affiliates net income (loss) including changes in capital of the affiliates. In addition, dividends received from the equity-accounted company reduce the carrying value of our investment. If there is an other-than-temporary decline in the market value of the investment, an impairment charge is recorded. For the period ending September 30, 2014, we impaired the value of the investment in Viridian Motor by 100%. Our investment in Powabyke was sold during the period ending September 30, 2014. |
Inventories | Inventories The Companys inventories are valued at cost, as determined by the first-in, first out (FIFO) method; in aggregate such valuations are not in excess of market. |
Concentrations | Concentrations The Company currently maintains substantially all of its cash with major financial institutions. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-05, Presentation of Comprehensive Income |
Property and Equipment | Property and Equipment Property and equipment consisting of leasehold improvements, furniture and fixtures, equipment and vehicles are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated service lives ranging from three to seven years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of fixed assets are recorded upon disposal. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. The Company determined that there was an indicator of impairment in goodwill and other intangibles during the year ended December 31, 2013 because of the lowered revenue and cash flow projections. The Company uses the present value technique for impairment testing. At September 30, 2014, we fully impaired our investment of $173,060 in Viridian Motors and the full carrying value of $200,000 of our investment in World Energy Asset Management. Additionally, we fully impaired the investment values and assets of our U.K. Companies, the expense thereof was then reclassified and presented under discontinued operations. |
Derivative Instruments | Derivative Instruments The fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value are recorded in the condensed consolidated statement of income under other income (expense). The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. As a result of the implementation of certain provisions of ASC 740, Income Taxes (ASC 740), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and 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 and California as our "major" tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2007 through 2013 U.S. federal income tax returns, and remain subject to California Franchise Tax Board examination of our 2007 through 2013 California Franchise Tax Returns. However, 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 positions have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Our policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. |
Revenue Recognition | Revenue Recognition We recognize revenues related to annual membership income and service of electric vehicles in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) No. 605, Revenue Recognition Grant Income Grant income - not recognized until a grant claim has been submitted and approved by Government representatives. E-tech services Revenues from consultancy services - recognized only when all services have been rendered and collectability is reasonably assured. E-Care services Revenues from maintenance, repair, and overhaul services - recognized only when all services have been rendered and collectability is reasonably assured. |
Earnings per Common Share (as Restated) | Earnings per Common Share (as Restated) The Company computes net income per share in accordance with ASC 260, "Earnings per Share." ASC 260 requires presentation of both basic and diluted earnings (loss) per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including 632,701 Series A Convertible Preferred Stock for September 30, 2014 (net of 150,000 forfeit shares) and 608,475 for September 2013 (net of 300,000 forfeit shares), using the if-converted method, 0 stock options for September 30, 2014, and 18,000,000 for September 30, 2013 using the treasury stock method, 35,562,651 Series Y Convertible Preferred Stock for September 30, 2014, and 0 for September 30, 2013 using the if-converted method, and 231,923,077 shares for September 30, 2014 and 2,013,070 shares for September 30, 2013 for convertible loan notes, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the condensed consolidated statement of operations. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation for discontinued operations in all UK entities. Such reclassifications had no impact on previously reported net losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. On July 18, 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Not Adopted Other recent pronouncements issued by FASB (including its Emerging Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future financial statements. |
4. Acquisitions (Tables)
4. Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | Cash $ 14,896 Accounts receivable 29,379 Prepayments 19,623 Inventories 75,693 Other current assets 27,845 Property and equipment, net of accumulated depreciation 14,653 Goodwill 769,890 Total assets acquired 951,979 Credit Line 1,584 Accounts payable and accrued expenses 81,313 Deferred revenue 34,983 Income Tax payable 62,345 Other 206,464 Total liabilities assumed 386,689 Purchase Price $ 565,290 Final Consideration 1,562,498 of common stock issued $0.33 in exchange for equity 515,625 150,501 of common stock issued $0.33 to settle debt 49,665 |
Schedule of Goodwill | December 31, 2012 Additions Impairments December 31, 2013 Goodwill, gross $ - $ 769,890 $ (769,890) $ - Accumulated impairment losses - - - - Total goodwill, net $ - $ 769,890 $ (769,890) $ - |
Schedule of Unaudited Pro-forma Results | For the three months ended For the nine months ended September 30, September 30, 2014 2013 2014 2013 (restated) (restated) Revenues $ 1,662,918 $ 644,624 $ 3,459,607 $ 828,888 Costs of goods sold 1,281,116 483,938 3,281,507 630,462 Gross profit 381,802 160,686 178,099 198,426 Operating expenses Depreciation and amortization 38,697 18,384 87,069 19,705 Loss on disposal of assets 12,516 Impairment of assets 373,060 373,060 General and administrative 341,361 5,166,470 6,815,927 6,927,683 753,118 5,197,370 7,276,056 6,947,388 Operational income/ (loss) (371,316 ) (5,036,684 ) (7,097,957 ) (6,748,962 ) Other income/(expenses) Change in fair value of derivative liability (361,135 ) (18,766,197 ) 57,095,577 18,850,333 Stock issued for settlements (1,237,200 ) (1,237,200 ) Gain (loss) on settlement of debt (484,028 ) Loss on conversion of preferred shares (16,116 ) (36,490 ) Loss on conversion of preferred shares 660,296 460,296 Other income/(expense) 194,581 (28,929 ) (1,642,960 ) (194,673 ) 493,742 (20,048,442 ) 55,428,885 17,381,970 Income/(Loss) from continuing operations 122,427 (25,085,126 ) 48,330,929 10,633,008 Income/(Loss) from discontinued operations (4,347,499 ) (325,261 ) (1,843,600 ) (1,004,407 ) Earnings before income tax (4,225,072 ) (25,410,387 ) 46,487,329 9,628,601 Income taxes Net income $ (4,225,072 ) $ (25,410,387 ) $ 46,487,329 $ 9,628,601 Income (loss) per share (Basic) $ (0.01 ) $ (0.07 ) $ 0.08 $ 0.03 Income (loss) per share (Diluted) $ (0.01 ) $ (0.07 ) $ 0.04 $ 0.01 Weighted average shares outstanding (Basic) 659,999,514 384,197,678 573,312,300 356,544,473 Weighted average shares outstanding (Diluted) 659,999,514 384,197,678 1,245,719,364 735,405,168 |
5. Accounts Receivable (Tables)
5. Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts Receivables September 30, 2014 December 31. 2013 Trade receivables $ 800 $ 0 Grant monies receivable - 0 $ 800 $ 0 |
6. Inventories (Tables)
6. Inventories (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | September 30, 2014 December 31, 2013 Raw materials $ 104,882 $ 31,922 Goods in transit - Work in progress 494,775 145,424 Finished Goods - $ 599,657 $ 177,346 |
7. Property and Equipment (Tabl
7. Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | September 30, 2014 December 31, 2013 Leasehold improvements $ 4,000 $ Furniture and fixtures Equipment 492,475 492,475 Computer hardware and software 6,347 6,347 Vehicles 502,822 498,822 Less accumulated depreciation (130,603) (43,534) $ 372,219 $ 455,287 |
8. Goodwill and Intangible As29
8. Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | September 30, 2014 December 31, 2013 Goodwill on purchase of Going Green $ 789,890 $ 789,890 Go License 500,000 500,000 Crash test homologation costs 228,912 228,912 Liberty acquired technology 619,462 619,462 Assembled workforce 689,000 689,000 Trade name and website 45,000 45,000 Non-compete agreement 1,500,000 1,500,000 4,352,264 4,352,264 Less amortization and impairment (4,352,264 ) (4,352,264 ) $ $ |
9. Deferred Revenue (Tables)
9. Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of Deferred Revenue | Deferred Revenues September 30, 2014 December 31. 2013 Deferred Grant Income $ $ - Deferred membership fees - $ $ - |
13. Notes Payable, Net of Dis31
13. Notes Payable, Net of Discounts (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes Payable September 30, December 31, 2014 2013 Blue Citi - Convertible Note Payable, 0% interest, convertible at 40% discount to market price, unsecured $ 277,500 $ R Knight £38,500 Note Payable, Nil Interest, when funds permit, unsecured 63,487 P Beitl £109,576 Note Payable, Nil Interest, when funds permit, unsecured 180,691 David Voss Note Payable, 15% Interest, unsecured, convertible at fixed 00.5 cents per share 15,000 Black Mountain - Convertible Note Payable, 10% interest, convertible at 35% discount to market price, unsecured 62,000 Union Capital Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days 45,000 N Jones £10,053 Note Payable, Nil Interest, unsecured 16,577 I Hobday Note payable, Nil interest, unsecured 24,419 5,813 P Lilley £700 Note Payable, Nil Interest, unsecured 1,191 1,154 L G Capital Note payable, 8% Interest, unsecured, convertible at 50% discount to market price after 180 days 27,000 76,500 Auctus Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days 37,750 JMJ Financial Note Payable, interest 12% after 90 days, unsecured, convertible at 40% discount to market price 142,566 82,000 Louis Klein Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share 50,000 50,000 Linda Singer Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share 100,000 100,000 David Hopkins Note Payable, 15% Interest, unsecured , a conversion price of 50% of close price on date of notification 20,000 20,000 Gel Properties Note Payable, 6% Interest, unsecured, convertible at 40% discount to market price 25,000 Redwood Fund II Note Payable ,10% Interest, unsecured, convertible at 50% discount to market price 100,000 Redwood Management LLC Note Payable, Nil Interest, unsecured, convertible at 50% discount to market price 336,376 Bizloan Note payable, 36% Interest, secured 16,802 219,691 Typenex Note Payable, 8% Interest, unsecured, convertible at 60% discount to market price after 180 days 142,500 WEAM/WFC payable, 0% interest convertible at 20% discount to market price after 180 days 200,000 Auctus Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days 56,250 Blue Citi. 8% Interest, unsecured, convertible at 38.5% discount to market price after 180 days 26,500 LG Capital, 8% Interest, unsecured, convertible at 35% discount to market price after 180 days 94,050 Union Capital, 8% Interest, unsecured, convertible at 50% discount to market price after 180 days 50,000 Accrued interest 8,080 1,350,778 1,323,119 Debt Discount (300,153 ) (273,777 ) $ 1,050,625 $ 1,049,342 Current Portion $ 1,050,625 $ 845,396 Long Term 203,946 $ 1,050,625 $ 1,049,342 |
14. Stock Incentive Plan (Table
14. Stock Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Payment Award Stock Options Valuation Assumptions | September 30, 2014 December 31, 2014 Expected Volatility 178 % 170 % Expected dividends Expected terms (in years) 1 1 Risk-free rate 0.13 % 0.13 % Forfeiture rate |
Schedule of Share-Based Compensation Stock Options Activity | Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at January 1, 2013 22,000,000 $ 0.34 9.44 $ 191,500 Granted Exercised Forfeited or expired Outstanding at December 31, 2013 22,000,000 $ 0.34 8.44 $ 191,500 Exercisable at December 31, 2013 18,000,000 $ 0.42 8.42 $ Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at January 1, 2014 22,000,000 $ 0.34 8.44 $ 112,000 Granted 10,100,000 0.06 9.30 523,905 Exercised Forfeited or expired Outstanding at September 30, 2014 32,100,000 $ 0.30 8.20 $ 635,905 Exercisable at September 30, 2014 29,700,000 $ 0.24 8.22 $ 0 |
15. Stockholders' Deficit (Tabl
15. Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | Level 1 Level 2 Level 3 Total Assets None $ $ $ $ Liabilities Derivative Financial instruments $ $ $ 12,814,383 $ 12,814,383 |
Schedule of Derivative Liabilities at Fair Value | Balance at January 1, 2014 $ 71,752,773 Derivative liability related to new issuance and conversion, net 1,842,812 Change in Value of Historic Derivatives (57,095,577 ) Balance at September 30, 2014 (unaudited) $ 12,814,383 |
4. Acquisitions - Schedule of G
4. Acquisitions - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [RollForward] | ||||||
Goodwill, beginning balance | $ 0 | $ 0 | $ 0 | $ 0 | ||
Goodwill additions, gross | 769,890 | 769,890 | ||||
Goodwill impairments, gross | $ 373,060 | $ 373,060 | (769,890) | (769,890) | ||
Goodwill, ending balance | $ 0 | $ 0 |
4. Acquisitions - Schedule of R
4. Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 0 | $ 0 | $ 0 | |
Final consideration, common stock issued, value | $ 639,988 | 405,043 | ||
Going Green Limited | ||||
Business Acquisition [Line Items] | ||||
Cash | 14,896 | |||
Accounts receivable | 29,379 | |||
Prepayments | 19,623 | |||
Inventories | 75,693 | |||
Other current assets | 27,845 | |||
Property and equipment, net | 14,653 | |||
Goodwill | 769,890 | |||
Total assets acquired | 951,979 | |||
Credit Line | 1,584 | |||
Accounts payable and accrued expenses | 81,313 | |||
Deferred revenue | 34,983 | |||
Income Tax payable | 62,345 | |||
Other | 206,464 | |||
Total liabilities assumed | 386,689 | |||
Net assets acquired | 565,290 | |||
Final consideration, common stock issued, value | 515,625 | |||
Final consideration, common stock issued to settle debt | $ 49,665 |
4. Acquisitions - Proforma Stat
4. Acquisitions - Proforma Statement of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Cost of goods sold | $ 1,281,116 | $ 483,938 | $ 3,281,507 | $ 630,462 |
Gross profit | 381,802 | 160,686 | 178,099 | 198,426 |
Operating Expenses | ||||
Depreciation and amortization | $ 38,697 | 18,384 | $ 87,069 | $ 19,705 |
Loss on disposal of equipment | (12,516) | |||
General and administrative | $ 341,361 | 5,166,470 | $ 6,815,927 | $ 6,927,683 |
Total Operating Expenses | 753,118 | 5,197,370 | 7,276,056 | 6,947,388 |
Operational Income (loss) | (371,316) | (5,036,684) | (7,097,957) | (6,748,962) |
Other income (expenses) | ||||
Change in fair value of derivative liability | $ (361,135) | (18,766,197) | $ 57,095,577 | 18,850,333 |
Stock issued for settlement | $ 1,237,200 | $ 1,237,200 | ||
Gain (loss) on settlement of debt | $ (484,028) | |||
Loss on conversion of preferred shares | $ (16,116) | $ (36,490) | ||
Total Other income (expense) | $ 660,296 | $ 460,296 | ||
Income (Loss) from continuing operations | 122,427 | $ (25,085,126) | 48,330,929 | $ 10,633,008 |
Income (Loss) from discontinued operations | (4,347,499) | (325,262) | (1,843,600) | (962,421) |
Acquisition Proforma Statement of Operations | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenues | 1,662,918 | 644,624 | 3,459,607 | 828,888 |
Cost of goods sold | 1,281,116 | 483,938 | 3,281,507 | 630,462 |
Gross profit | 381,802 | 160,686 | 178,099 | 198,426 |
Operating Expenses | ||||
Depreciation and amortization | 38,697 | 18,384 | 87,069 | 19,705 |
Loss on disposal of equipment | 0 | 12,516 | 0 | 0 |
Impairment of assets | 373,060 | 0 | 373,060 | 0 |
General and administrative | 341,361 | 5,166,470 | 6,815,927 | 6,927,683 |
Total Operating Expenses | 753,118 | 5,197,370 | 7,276,056 | 6,947,388 |
Operational Income (loss) | (371,316) | (5,036,684) | (7,097,957) | (6,748,962) |
Other income (expenses) | ||||
Change in fair value of derivative liability | (361,135) | (18,766,197) | 57,095,577 | 18,850,333 |
Stock issued for settlement | 0 | (1,237,200) | 0 | (1,237,200) |
Gain (loss) on settlement of debt | 0 | 0 | (484,028) | 0 |
Loss on conversion of preferred shares | 493,742 | (20,048,442) | 55,428,885 | 17,381,970 |
Other income/(expense) | 194,581 | (28,929) | (1,642,960) | (194,673) |
Total Other income (expense) | 493,742 | (20,048,442) | 55,428,885 | 17,381,970 |
Income (Loss) from continuing operations | 122,427 | (25,085,126) | 48,330,929 | 10,633,008 |
Income (Loss) from discontinued operations | (4,347,499) | (325,261) | (1,843,600) | (1,004,407) |
Earnings before income tax | (4,225,072) | (25,410,387) | 46,487,329 | 9,628,601 |
Income taxes | 0 | 0 | 0 | 0 |
Net income | $ (4,225,072) | $ (25,410,387) | $ 46,487,329 | $ 9,628,601 |
Income (loss) per share (Basic) | $ (0.01) | $ (0.07) | $ 0.08 | $ 0.03 |
Income (loss) per share (Diluted) | $ (0.01) | $ (0.07) | $ 0.04 | $ 0.01 |
Weighted average shares outstanding (Basic) | 659,999,514 | 384,197,678 | 573,312,300 | 356,544,473 |
Weighted average shares outstanding (Diluted) | 659,999,514 | 384,197,678 | 1,245,719,364 | 735,405,168 |
5. Accounts Receivable (Details
5. Accounts Receivable (Details) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Accounts Receivables | ||
Trade receivables | $ 800 | $ 0 |
Grant monies receivable | 0 | $ 0 |
Net trade receivables | $ 800 |
6. Inventories (Details)
6. Inventories (Details) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Inventory | ||
Raw materials | $ 104,882 | $ 31,922 |
Goods in transit | 0 | 0 |
Work in progress | 494,775 | 145,424 |
Finished goods | 0 | 0 |
Total inventories | $ 599,657 | $ 177,346 |
7. Property and Equipment (Deta
7. Property and Equipment (Details) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 4,000 | $ 0 |
Furniture and fixtures | 0 | 0 |
Equipment | 492,475 | 492,475 |
Computer hardware and software | 6,347 | 6,347 |
Vehicles | 0 | 0 |
Less accumulated depreciation | (130,603) | (43,534) |
Property and equipment | $ 372,219 | $ 455,287 |
8. Goodwill and Intangible As40
8. Goodwill and Intangible Assets (Details) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill on purchase of Going Green | $ 769,890 | $ 769,890 |
Go License | 500,000 | 500,000 |
Crash test homologation costs | 228,912 | 228,912 |
Liberty acquired technology | 619,462 | 619,462 |
Assembled workforce | 689,000 | 689,000 |
Trade name and website | 45,000 | 45,000 |
Non-compete agreement | 1,500,000 | 1,500,000 |
Less amortization | (4,352,264) | (4,352,264) |
Total intangible assets | $ 0 | $ 0 |
9. Deferred Revenue (Details)
9. Deferred Revenue (Details) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Deferred Revenues | ||
Deferred grant income | $ 0 | $ 0 |
Deferred membership fees | 0 | 0 |
Total deferred revenue | $ 0 | $ 0 |
13. Notes Payable, Net of Dis42
13. Notes Payable, Net of Discounts (Details) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
Debt Instrument [Line Items] | |||
Note payable, current | $ 1,050,625 | $ 845,396 | |
Note payable, net of current maturities | 0 | 203,946 | |
Notes payable accrued interest | 0 | 8,080 | |
Note Payable - Blue Citi (1) | |||
Debt Instrument [Line Items] | |||
Note payable | 277,500 | 0 | |
Stock issued FMS for advance owed September 29, 2012 | |||
Debt Instrument [Line Items] | |||
Note payable | 0 | 63,487 | |
Note Payable - P. Beitl | |||
Debt Instrument [Line Items] | |||
Note payable | 0 | 180,691 | |
Note Payable - D. Voss | |||
Debt Instrument [Line Items] | |||
Note payable | 15,000 | 0 | |
Note Payable - Black Mountain | |||
Debt Instrument [Line Items] | |||
Note payable | 62,000 | 0 | |
Note Payable - Union Capital | |||
Debt Instrument [Line Items] | |||
Note payable | 45,000 | 0 | |
Note Payable - N. Jones | |||
Debt Instrument [Line Items] | |||
Note payable | 0 | 16,577 | |
Note Payable - I. Hobday | |||
Debt Instrument [Line Items] | |||
Note payable | 24,419 | 5,813 | |
Note Payable - P. Lilley | |||
Debt Instrument [Line Items] | |||
Note payable | 1,191 | 1,154 | |
Note Payable - L G Capital (1) | |||
Debt Instrument [Line Items] | |||
Note payable | 27,000 | 76,500 | |
Note Payable - Auctus (1) | |||
Debt Instrument [Line Items] | |||
Note payable | 0 | 37,750 | |
Note Payable - JMJ Financial | |||
Debt Instrument [Line Items] | |||
Note payable | 142,566 | 82,000 | |
Note Payable - Louis Klein | |||
Debt Instrument [Line Items] | |||
Note payable | 50,000 | 50,000 | |
Note Payable - Linda Singer | |||
Debt Instrument [Line Items] | |||
Note payable | 100,000 | 100,000 | |
Notes Payable - David Hopkins | |||
Debt Instrument [Line Items] | |||
Note payable | 20,000 | 20,000 | |
Note Payable - Gel Properties | |||
Debt Instrument [Line Items] | |||
Note payable | 0 | 25,000 | |
Note Payable - Redwood Fund II | |||
Debt Instrument [Line Items] | |||
Note payable | 0 | 100,000 | |
Note Payable - Redwood Management | |||
Debt Instrument [Line Items] | |||
Note payable | 0 | 336,376 | |
Note Payable - Bizloan | |||
Debt Instrument [Line Items] | |||
Note payable | 16,802 | 219,691 | |
Note Payable - Typenex | |||
Debt Instrument [Line Items] | |||
Note payable | 142,500 | 0 | |
Note Payable - WEAM/WFC | |||
Debt Instrument [Line Items] | |||
Note payable | $ 200,000 | $ 0 | |
Note payable, interest rate | 0.00% | ||
Note Payable - Auctus (2) | |||
Debt Instrument [Line Items] | |||
Note payable | $ 56,250 | $ 0 | |
Note payable, interest rate | 8.00% | ||
Note Payable - Blue Citi (2) | |||
Debt Instrument [Line Items] | |||
Note payable | $ 26,500 | 0 | |
Note payable, interest rate | 8.00% | ||
Note Payable - L G Capital (2) | |||
Debt Instrument [Line Items] | |||
Note payable | $ 94,050 | 0 | |
Note payable, interest rate | 8.00% | ||
Notes Payable - Union Capital | |||
Debt Instrument [Line Items] | |||
Note payable | $ 50,000 | $ 0 | |
Note payable, interest rate | 8.00% |
14. Stock Incentive Plan - Sche
14. Stock Incentive Plan - Schedule of Share-Based Payment Award Stock Options Valuation Assumptions (Details) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2014 | Sep. 30, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award Fair Value Assumptions and Methodology | ||
Fair value assumptions, expected dividends | 0.00% | 0.00% |
14. Stock Incentive Plan - Sc44
14. Stock Incentive Plan - Schedule of Share-Based Compensation Stock Options Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Share-Based Compensation Arrangement By Share-Based Payment Award Options Outstanding [Roll Forward] | ||
Stock options outstanding, beginning of period | 22,000,000 | 22,000,000 |
Stock options, granted | 10,100,000 | 0 |
Stock options, exercised | 0 | 0 |
Stock options, forfeited | 0 | 0 |
Stock options outstanding, end of period | 32,100,000 | 22,000,000 |
Stock options exercisable, end of period | 29,700,000 | 18,000,000 |
Weighted average exercise price outstanding, beginning of period | $ 0.34 | $ 0.34 |
Weighted average exercise price, granted | 0.06 | 0 |
Weighted average exercise price, exercised | 0 | 0 |
Weighted average exercise priced, forfeited | 0 | 0 |
Weighted average exercise price outstanding, end of period | 0.30 | 0.34 |
Weighted average exercise price exercisable, end of period | $ 0.24 | $ 0.42 |
Average remaining contractual life (years) outstanding, beginning of period | 2 years 5 months | 2 years 5 months |
Average remaining contractual life (years), granted | 9 years 10 months | |
Average remaining contractual life (years) outstanding, end of period | 8 years 9 months | 1 year 5 months |
Average remaining contractual life exercisable, end of period | 8 years 9 months | 2 years |
Aggregate intrinsic value outstanding, beginning of period | $ 112,000 | $ 191,500 |
Aggregate intrinsic value, granted | 0 | 523,905 |
Aggregate intrinsic value, exercised | 0 | 0 |
Aggregate intrinsic value, forfeited | 0 | 0 |
Aggregate intrinsic value outstanding, end of period | 635,905 | 112,000 |
Aggregate intrinsic value exercisable, end of period | $ 0 | $ 0 |
15. Stockholders' Deficit - Sch
15. Stockholders' Deficit - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) | Sep. 30, 2014USD ($) |
Fair Value - Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative Financial Instruments | $ 12,814,383 |
15. Stockholders' Deficit - S46
15. Stockholders' Deficit - Schedule of Derivative Liabilities at Fair Value (Details) | 9 Months Ended |
Sep. 30, 2014USD ($) | |
Summary of Derivative Liabilities [Roll Forward] | |
Derivative liability, beginning of period | $ 71,752,773 |
Derivative liability, related to new issuance and conversion feature, net | 1,842,812 |
Change in value of historic derivatives | (57,095,577) |
Derivative liability, end of period | $ 12,814,383 |
1. Description of Business (Det
1. Description of Business (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | 27 Months Ended | ||
Oct. 31, 2012 | Sep. 30, 2011 | Jul. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2016 | Jan. 09, 2016 | |
Business Acquisition [Line Items] | |||||||
Business acquisition, extinguishment of obligation | $ 1,237,200 | ||||||
Matter of Time I Co. | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, purchase price | $ 30,000 | ||||||
Business acquisition, extinguishment of obligation | $ 6,000 | ||||||
Liberty Electric Cars Ltd. | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | (39,742,178) | ||||||
Business acquisition, shares value | $ 17,486,558 | ||||||
Business acquisition, convertible preferred stock issued | 300,000 | ||||||
Percent of voting shares | 8.19% | ||||||
Newport Coachworks | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | 27,000,000 | ||||||
Business acquisition, vesting terms | upon NCWI obtaining bona fide, binding purchase orders, with cash down payment standard in the industry to NCWI, from third party purchasers requiring NCWI to manufacturer Sixty (60) buses with compressed natural gas engines at NCWI’s manufacturing facility (each a “Qualified Purchase Order”) within the first twelve (12) months following the payment of one-half of the initial forecasted funding of $500,000. This transaction closed on October 12, 2012. | ||||||
Going Green Limited | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | 1,712,999 | ||||||
Viridian Motor Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued | 1,292,270 | ||||||
Business acquisition, shares value | $ 173,060 |
3. Summary of Significant Acc48
3. Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2014 | |
Earnings Per Share Diluted Other Disclosures | |
Impact of Conversion of Contingently Convertible Securities on Diluted Earnings Per Share | Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including 632,701 Series A Convertible Preferred Stock for September 30, 2014 (net of 150,000 forfeit shares) and 608,475 for September 2013 (net of 300,000 forfeit shares), using the if-converted method, 0 stock options for September 30, 2014, and 18,000,000 for September 30, 2013 using the treasury stock method, 35,562,651 Series Y Convertible Preferred Stock for September 30, 2014, and 0 for September 30, 2013 using the if-converted method, and 231,923,077 shares for September 30, 2014 and 2,013,070 shares for September 30, 2013 for convertible loan notes, using the if-converted method. |
Property and Equipment | |
Estimated useful lives | Ranging from 3 to 7 years |
4. Acquisitions (Details Narrat
4. Acquisitions (Details Narrative) - shares | 1 Months Ended | 12 Months Ended |
Jan. 31, 2013 | Dec. 31, 2013 | |
Business Combinations [Abstract] | ||
Business acquisition, equity interest issued or issuable, description | On January 31, 2013, the Company signed a binding agreement to buy UK-based electric vehicle distributor. The deal was completed on April 1, 2013 when 1,562,498 shares of GAC common stock was authorized for exchange for 100% of the issued and outstanding securities of Going Green Limited plus 150,501 shares of GAC common stock was authorized for issuance to former creditors of Going Green. Due to a temporary restraining order in an unrelated litigation in Utah by us against a former stockholder the shares were not released by our transfer agent until June 24, 2013. Going Green Limited. | |
Stock issued during period | 1,562,498 |
7. Property and Equipment (De50
7. Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 87,069 | $ 19,705 |
10. Funds Received Not Conver51
10. Funds Received Not Converted Into Equity (Net of Discount) (Details Narrative) | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Funds Received Not Converted Into Equity Net Of Discount | |
Shareholder loan | $ 215,000 |
11. Sums Due To Global Market52
11. Sums Due To Global Market Advisors (Details Narrative) - USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Sums Due To Global Market Advisors | ||
Accrued compensation | $ 170,889 | $ 170,889 |
12. Sums Due To Global Trade 53
12. Sums Due To Global Trade Finance (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Jan. 31, 2012 | |
Sums Due To Global Trade Finance | |||||
Credit facilities, maximum borrowing capacity | $ 250,000 | ||||
Credit facilities, interest rate during period | 8.00% | ||||
Credit facilities, gain / loss on recourse of debt | $ 4,000 | ||||
Credit facilities, borrowed amounts payable | $ 25,000 | $ 25,000 |
13. Notes Payable, Net of Dis54
13. Notes Payable, Net of Discounts (Details Narrative) - Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2014USD ($)$ / shares$ / Unitsshares | |
Typenex | |
Debt Conversion [Line Items] | |
Warrant exercise price | $ / shares | $ 0.0205 |
Adjusted number of issuable shares | shares | 49,626,866 |
Strike price | $ / Units | 0.00670 |
Original issue discount | $ | $ 60,000 |
Transaction expense | $ | $ 5,000 |
Market price | $ / shares | $ 0.0205 |
Estimated term | 1 year |
Risk free rate | 0.11% |
Expected volatility | 176.00% |
Warrant value | $ | $ 817,799 |
Convertible promissory note issued | $ | $ 665,000 |
Convertible promissory note, interest rate | 10.00% |
Convertible, Terms of Conversion Feature | The conversion formula is the amount of the loan being converted divided by the conversion price, which is 60% of the average of the three lowest Closing Bid Prices in the proceeding twenty trading days. |
Debt instrument, description | The loan will be funded in six installments of which the first installment was for $142,500 and the remainders are for $110,000 each, except the last which is for $82,500. The Typenex transaction had an original issue discount of $60,000 and transaction expenses of $5,000. As the lender, Typenex is secured by a first priority security interest on the assets of the Company. The Typenex Note is convertible into shares of the Company’s common stock beginning on the date which is six months after each respective installment of the loan is received by the Company. |
Blue Citi | |
Debt Conversion [Line Items] | |
Stock issued, convertible debt, shares | shares | 15,218,579 |
Warrant exercise price | $ / shares | $ 0.0183 |
Adjusted number of issuable shares | shares | 107,115,385 |
Strike price | $ / Units | 0.0026 |
Market price | $ / shares | $ 0.006 |
Estimated term | 1 year |
Risk free rate | 0.13% |
Expected volatility | 178.00% |
Warrant value | $ | $ 492,508 |
Black Mountain | |
Debt Conversion [Line Items] | |
Stock issued, convertible debt, shares | shares | 1,200,000 |
Warrant exercise price | $ / shares | $ 0.15 |
Adjusted number of issuable shares | shares | 69,230,769 |
Strike price | $ / Units | 0.0026 |
Market price | $ / shares | $ 0.006 |
Estimated term | 1 year |
Risk free rate | 0.13% |
Expected volatility | 178.00% |
Warrant value | $ | $ 318,318 |
14. Stock Incentive Plan (Detai
14. Stock Incentive Plan (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Unvested stock options | 4,000,000 | 4,000,000 | ||
Unvested stock options, grants | 1,303,949 | 0 | 18,000,000 | |
Share based compensation expense | $ 41,498 | $ 331,894 | ||
Stock options granted | 10,100,000 | 0 | ||
Stock option expense | $ 523,905 | $ 214,286 |
15. Stockholders' Deficit (Deta
15. Stockholders' Deficit (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 23, 2014 | Sep. 12, 2014 | Jul. 21, 2014 | Jun. 27, 2014 | Jun. 24, 2014 | Jun. 18, 2014 | Jun. 06, 2014 | Jun. 05, 2014 | Apr. 14, 2014 | Apr. 09, 2014 | Apr. 02, 2014 | Mar. 06, 2013 | Dec. 26, 2012 | |
Conversion of debt for preferred stock, value | $ (105) | |||||||||||||||||||
Common stock issued, value | $ 1,237,200 | $ 1,237,200 | ||||||||||||||||||
Common stock value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Series Y Preferred Stock September 2, 2014 | ||||||||||||||||||||
Conversion of debt for preferred stock, shares | 35,415,592 | |||||||||||||||||||
Series A Convertible Preferred Stock and Derivative Liability July 23, 2012 | ||||||||||||||||||||
Restricted preferred stock issued to directors, shares | 300,000 | |||||||||||||||||||
Restricted preferred stock issued to directors, price per share | $ 5 | |||||||||||||||||||
Stock issued FMS for advance owed September 29, 2012 | ||||||||||||||||||||
Conversion of debt for preferred stock, value | $ 150,000 | |||||||||||||||||||
Conversion of debt for preferred stock, shares | 30,000 | |||||||||||||||||||
Restricted preferred stock issued to directors, price per share | $ 5 | |||||||||||||||||||
Stock issued to FMS December 26, 2012 (1) | ||||||||||||||||||||
Stock issued for cash, shares | 53,680 | |||||||||||||||||||
Stock issued to FMS December 26, 2012 (1) | ||||||||||||||||||||
Preferred stock issued, price per share | $ 5 | |||||||||||||||||||
Stock issued to FMS December 26, 2012 (2) | ||||||||||||||||||||
Preferred stock issued, price per share | $ 8.25 | |||||||||||||||||||
Stock issued for cash, shares | 12,121 | |||||||||||||||||||
Stock converted by FMS February 15, 2013 (1) | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 62,500 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 20,437,331 | |||||||||||||||||||
Stock issued to FMS March 6, 2013 | ||||||||||||||||||||
Stock issued for cash, shares | 21,841 | |||||||||||||||||||
Stock issued for cash, value | $ 180,188 | |||||||||||||||||||
Stock issued FMS March 6, 2013 | ||||||||||||||||||||
Preferred stock issued, price per share | $ 8.25 | |||||||||||||||||||
Stock issued to FMS July 26, 2013 | ||||||||||||||||||||
Stock issued for cash, shares | 95,485 | |||||||||||||||||||
Stock issued for cash, value | $ 620,743 | |||||||||||||||||||
Stock converted July 29, 2013 (1) | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 42,152 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 16,156,335 | |||||||||||||||||||
Stock issued to FMS November 27, 2013 | ||||||||||||||||||||
Stock issued for cash, shares | 15,891 | |||||||||||||||||||
Stock issued for cash, value | $ 122,001 | |||||||||||||||||||
Stock issued to two investors for settlement of liability January 7, 2014 | ||||||||||||||||||||
Conversion of debt for preferred stock, value | $ 210,000 | |||||||||||||||||||
Conversion of debt for preferred stock, shares | 27,000 | |||||||||||||||||||
Stock converted between January 9, 2014 and March 31, 2014 | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 38,665 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 19,386,464 | |||||||||||||||||||
Stock converted April 11, 2014 (1) | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 125,000 | |||||||||||||||||||
Restricted shares issued | 66,875,000 | |||||||||||||||||||
Stock converted May 28, 2014 (1) | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 5,000 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 2,289,220 | |||||||||||||||||||
Conversion Formula | ||||||||||||||||||||
Mark to market adjustment on embedded conversion feature | $ 57,095,577 | |||||||||||||||||||
Fair value assumptions, market price | 0.006 | 0.006 | ||||||||||||||||||
Fair value assumptions, conversion price | $ 0.0026 | $ 0.0026 | ||||||||||||||||||
Fair value assumptions, expected volatility | 178.00% | |||||||||||||||||||
Fair value assumptions, risk-free rate | 0.13% | |||||||||||||||||||
Shares potentially convertible | 372,921,913 | |||||||||||||||||||
Stock converted for FMS February 15, 2013 (2) | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 62,500 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 20,437,331 | |||||||||||||||||||
Stock converted for Kodiak Capital Group LLC February 15, 2013 | ||||||||||||||||||||
Common stock issued, shares | 375,000 | |||||||||||||||||||
Common stock issued, value | $ 150,000 | |||||||||||||||||||
Stock issued to Colin Manners February 15, 2013 | ||||||||||||||||||||
Common stock issued, shares | 160,715 | |||||||||||||||||||
Common stock issued, value | $ 64,286 | |||||||||||||||||||
Stock issued to Going Green Limited April 1, 2013 | ||||||||||||||||||||
Common stock issued, shares | 1,712,999 | |||||||||||||||||||
Stock issued to Metro-Electric PLC March 22, 2013 | ||||||||||||||||||||
Common stock issued, shares | 1,050,000 | |||||||||||||||||||
Stock issued to Gary Spaniak May 9, 2013 | ||||||||||||||||||||
Common stock issued, shares | 1,500,000 | |||||||||||||||||||
Stock issued Ron Davis May 9 2013 | ||||||||||||||||||||
Common stock issued, shares | 1,500,000 | |||||||||||||||||||
Stock issued to Carter Read July 18, 2013 | ||||||||||||||||||||
Common stock issued, shares | 27,000,000 | |||||||||||||||||||
Stock converted July 29, 2013 | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 42,152 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 16,156,335 | |||||||||||||||||||
Common stock issued for convertible debt, services and in lieu of rent September 20, 2013 | ||||||||||||||||||||
Common stock issued, shares | 1,188,603 | |||||||||||||||||||
Stock issued October 16, 2013 | ||||||||||||||||||||
Shares issued for services | 500,000 | |||||||||||||||||||
Stock issued November 8, 2013 | ||||||||||||||||||||
Shares issued for services | 625,461 | |||||||||||||||||||
Stock issued November 18, 2013 | ||||||||||||||||||||
Shares issued for services | 50,000 | |||||||||||||||||||
Stock issued in connection with Ironridge agreement December 11, 2013 | ||||||||||||||||||||
Common stock issued, shares | 7,700,000 | |||||||||||||||||||
Stock issued to Redwood Management December 23, 2013 | ||||||||||||||||||||
Debt converted into common shares, value | $ 33,461 | |||||||||||||||||||
Debt converted into common shares | 297,429 | |||||||||||||||||||
Stock issued to Redwood Management December 31, 2013 | ||||||||||||||||||||
Debt converted into common shares, value | $ 25,000 | |||||||||||||||||||
Debt converted into common shares | 238,095 | |||||||||||||||||||
Stock issued March 31, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 555,490 | |||||||||||||||||||
Debt converted into common shares | 19,644,299 | |||||||||||||||||||
Stock issued for cash March 31, 2014 | ||||||||||||||||||||
Common stock issued, shares | 32,051 | |||||||||||||||||||
Common stock issued, value | $ 5,000 | |||||||||||||||||||
Stock issued for interest and penalties March 31, 2014 | ||||||||||||||||||||
Common stock issued, shares | 278,133 | |||||||||||||||||||
Common stock issued, value | $ 24,038 | |||||||||||||||||||
Stock issued for liabilities and accrued salary March 31, 2014 | ||||||||||||||||||||
Common stock issued, shares | 78,792,270 | |||||||||||||||||||
Common stock issued, value | $ 4,993,110 | |||||||||||||||||||
Stock issued to consultants March 31, 2014 | ||||||||||||||||||||
Shares issued for services | 64,000 | |||||||||||||||||||
Shares issued for services, value | $ 872,569 | |||||||||||||||||||
Stock issued to JMJ Financial April 2, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 16,920 | |||||||||||||||||||
Debt converted into common shares | 1,200,000 | |||||||||||||||||||
Stock issued to LG Capital April 2, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 51,500 | |||||||||||||||||||
Debt converted into common shares | 4,821,925 | |||||||||||||||||||
Stock issued to LG Capital April 2, 2014 | ||||||||||||||||||||
Accrued interest | $ 2,746 | |||||||||||||||||||
Stock issued to Auctus Private Equity Fund April 9, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 17,750 | |||||||||||||||||||
Debt converted into common shares | 1,631,280 | |||||||||||||||||||
Accrued interest | $ 1,646 | |||||||||||||||||||
Stock issued to JMJ Financial April 9, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 22,560 | |||||||||||||||||||
Debt converted into common shares | 1,600,000 | |||||||||||||||||||
Stock converted April 11, 2014 | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 125,000 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 66,875,000 | |||||||||||||||||||
Stock issued to investor April 14, 2014 | ||||||||||||||||||||
Common stock issued, shares | 212,500 | |||||||||||||||||||
Common stock issued, value | $ 8,500 | |||||||||||||||||||
Common stock value per share | $ 0.0400 | |||||||||||||||||||
Stock issued to JMJ Financial April 22, 2014 | ||||||||||||||||||||
Common stock issued, shares | 1,585,930 | |||||||||||||||||||
Common stock issued, value | $ 22,742 | |||||||||||||||||||
Stock issued to Gel Properties May 23, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 4,472 | |||||||||||||||||||
Debt converted into common shares | 540,000 | |||||||||||||||||||
Stock converted May 28, 2014 (2) | ||||||||||||||||||||
Conversion of preferred stock for common stock, shares converted | 5,000 | |||||||||||||||||||
Common stock issued upon conversion of preferred stock | 2,289,220 | |||||||||||||||||||
Stock issued to Gel Properties May 30, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 7,453 | |||||||||||||||||||
Debt converted into common shares | 900,000 | |||||||||||||||||||
Stock issued to Gel Properties June 3, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 13,075 | |||||||||||||||||||
Debt converted into common shares | 1,578,767 | |||||||||||||||||||
Stock issued to Redwood Management June 5, 2014 | ||||||||||||||||||||
Common stock issued, shares | 4,262,943 | |||||||||||||||||||
Accrued interest | $ 29,841 | |||||||||||||||||||
Stock issued to LG Capital Funding June 6, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 3,474,337 | |||||||||||||||||||
Debt converted into common shares | 26,058 | |||||||||||||||||||
Accrued interest | $ 1,058 | |||||||||||||||||||
Stock issued to Gel Properties June 10, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 21,827 | |||||||||||||||||||
Debt converted into common shares | 2,000,000 | |||||||||||||||||||
Stock issued to JMJ Financial June 12, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 15,810 | |||||||||||||||||||
Debt converted into common shares | 1,700,000 | |||||||||||||||||||
Stock issued to Gel Properties June 17, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 3,173 | |||||||||||||||||||
Debt converted into common shares | 290,753 | |||||||||||||||||||
Stock issued to a creditor of former CFO June 17, 2014 | ||||||||||||||||||||
Common stock issued, shares | 400,000 | |||||||||||||||||||
Common stock issued, value | $ 17,000 | |||||||||||||||||||
Stock issued to LG Capital Funding June 18, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 25,000 | |||||||||||||||||||
Debt converted into common shares | 3,342,831 | |||||||||||||||||||
Accrued interest | $ 71 | |||||||||||||||||||
Stock issued to Gel Properties June 18, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 19,361 | |||||||||||||||||||
Debt converted into common shares | 2,200,000 | |||||||||||||||||||
Stock issued to Redwood Fund III June 19, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 60,000 | |||||||||||||||||||
Debt converted into common shares | 8,571,428 | |||||||||||||||||||
Stock issued June 24, 2014 | ||||||||||||||||||||
Common stock value per share | $ 0.014 | |||||||||||||||||||
Shares issued for services | 2,000,000 | |||||||||||||||||||
Stock issued to Redwood Fund III June 27, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 40,000 | |||||||||||||||||||
Debt converted into common shares | 7,462,686 | |||||||||||||||||||
Accrued interest | $ 10,000 | |||||||||||||||||||
Stock issued to Gel Properties June 27, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 5,639 | |||||||||||||||||||
Debt converted into common shares | 640,736 | |||||||||||||||||||
Stock issued to JMJ Financial July 10, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 24,012 | |||||||||||||||||||
Debt converted into common shares | 2,818,337 | |||||||||||||||||||
Stock issued to Redwood Fund II, LLC July 14, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 60,000 | |||||||||||||||||||
Debt converted into common shares | 8,608,322 | |||||||||||||||||||
Stock issued to Gel Properties July 15, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 20,459 | |||||||||||||||||||
Debt converted into common shares | 2,500,000 | |||||||||||||||||||
Stock issued to Redwood Fund II, LLC July 21, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 50,000 | |||||||||||||||||||
Debt converted into common shares | 7,246,377 | |||||||||||||||||||
Accrued interest | $ 10,000 | |||||||||||||||||||
Stock issued to Gel Properties, LLC July 29, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 4,541 | |||||||||||||||||||
Debt converted into common shares | 554,820 | |||||||||||||||||||
Stock issued to Black Mountain September 12, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 30,653 | |||||||||||||||||||
Debt converted into common shares | 3,894,867 | |||||||||||||||||||
Accrued interest | $ 1,653 | |||||||||||||||||||
Stock issued to Union Capital, LLC September 23, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 5,201 | |||||||||||||||||||
Debt converted into common shares | 912,569 | |||||||||||||||||||
Accrued interest | $ 202 | |||||||||||||||||||
Stock issued to Blue Citi September 26, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 1,000 | |||||||||||||||||||
Debt converted into common shares | 384,615 | |||||||||||||||||||
Accrued interest | $ 1,176 | $ 1,176 | ||||||||||||||||||
Stock issued to Black Mountain September 30, 2014 | ||||||||||||||||||||
Debt converted into common shares, value | $ 20,176 | |||||||||||||||||||
Debt converted into common shares | 5,044,110 |
16. Contingencies (Details Narr
16. Contingencies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Loss contingency, management's assessment and process | After the initial issuance GAC issued a total of 27,000,000 additional free trading shares to Ironridge under the Stipulation formula. On or about March 28, 2014, however, Ironridge demanded GAC issue an additional 43,000,000 free-trading shares based on Ironridges calculations under the Stipulation. Ironridges calculation depends on its interpretation of certain clauses in the Stipulation and the allegation that GAC delayed the timely issuance of shares to which Ironridge was entitled and has thus increased the base amount of shares owed under the Stipulation. The initial Ironridge demand for 43,000,000 shares was increased to 55,000,000 additional shares (the Additional Shares). On April 16, 2014, Ironridge brought an ex parte proceeding before Hon. Deirdre Hill, J. (Judge Hill) to compel GAC to issue the Additional Shares under the Stipulation. GAC filed its answering papers in opposition to the Ironridge motion, and the Court held a hearing on May 14, 2014. At the conclusion of the hearing, the Court denied Ironridges request for the issuance of the Additional Shares without prejudice. Since the date of the May 14 hearing Ironridge has not filed any other court papers, nor has GAC had any further communications from Ironridge. | In December 2013 we entered in to an arrangement with Ironridge Global Equity IV, Ltd. under Section 3(a)(10) of the Securities Act of 1933 that was approved by a Superior Court Judge in Los Angeles, California pursuant to which we agreed to settle approximately $543,000 of trade debt claims purchased by Ironridge in exchange for the issuance by the Company of free-trading shares of our common stock under a calculation negotiated between Ironridge and the Company (the Stipulation). | Our predecessor, Go Green USA, LLC (Go Green) was a party defendant, along with other defendants in a civil action filed in Marshall County, West Virginia by Glen Dale Motor Co. and Tomsic Motor Co, Civil Action No. 11-C-104 H. This undefended and previously unknown action resulted in a default judgment and related judgment order in the amount of $3,717,615 with interest accruing at 7% per annum from and after February 13, 2012. There is no active effort to enforce this action against Go Green and we believe there are numerous defenses to the asserted judgment and any such enforcement effort. Moreover, the existence of the liability pre-existed our acquisition of Go Green and its existence was not disclosed as a part of the acquisition. |
Loss contingency, range of possible loss, maximum | $ 3,717,615 | ||
Loss Contingency, settlement agreement, terms | As of December 31, 2013, we had issued 7,700,000 free trading shares of our common stock to cover the Newport Coachworks liabilities assigned to Ironridge under the Stipulation The 3(a)(10) agreement specifies a $6m calculation period which determines the final number of shares to be issued to Ironridge in settlement of the loan they made to the Company by purchasing Company third party debt. |
17. Subsequent Events (Details
17. Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Nov. 04, 2015 | Sep. 30, 2015 | Oct. 08, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Common stock, authorized | 900,000,000 | 900,000,000 | |||||
Subsequent Event Termination of Agreement with Cause September 30, 2014 | |||||||
Common stock, authorized | 2,500,000,000 | ||||||
Common stock conversion terms | Although our Board of Directors has passed a resolution to increase the number of authorized common shares to 2,500,000,000 from 900,000,000, the amount of the increase in authorized shares to be requested of the Companys shareholders is subject to our ability to negotiate a resolution on the conversion of our Preferred A Stock to common shares and the settlement of our outstanding liabilities, including GAC and Newport Coachworks payables and GACs outstanding convertible notes. If a reasonable resolution is not achieved, the number of common shares needed to fully satisfy all parties could exceed 20 billion shares (based on all factors present on or about December 31, 2014). An increase to our authorized issuable share ceiling is subject to approval by our shareholders and will not be effective until the filing of an amendment to our Articles of Incorporation. | ||||||
Subsequent Event Termination of Agreement with Cause September 8, 2014 | |||||||
Stock vested | $ 8,000,000 | ||||||
Accrued and unpaid consulting fees due | $ 95,833 | ||||||
Subsequent Event Outsourcing Agreement with Executive Bus Builders Inc. September 30, 2015 | |||||||
Outsourcing agreement terms | Pursuant to the Outsourcing Agreement, Executive Bus agreed to 1) manufacture buses for our clients based in California, and to build customized buses, which are to be converted into all-electric vehicles and convert other mass transit vehicles for our clients into all-electric drive vehicles, 2) purchase certain of the tool and die equipment, and certain molds located in the Wilson Avenue facility from us for $100,000, 3) to pay us approximately $25,000 for the first five buses manufactured for the our customers by Executive Bus, and 4) to assume all of the obligations and responsibilities as a sub-lessor under NCIs original lease for the duration of the original lease. | ||||||
Subsequent Event Typenex Co-Investment, LLC November 4, 2015 | |||||||
Default arbitration judgement | $ 679,894 | ||||||
Subsequent Event Typenex Co-Investment, LLC November 4, 2015 | |||||||
Interest rate | 22.00% |