Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 05, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Thunder Energies Corporation | ||
Entity Central Index Key | 0001524872 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
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 | Non-accelerated Filer | ||
Entity Public Float | $ 831,341 | ||
Entity Common Stock, Shares Outstanding | 116,064,237 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 7,920 | $ 1,883 |
Accounts receivable | 24,469 | |
Total Current Assets | 7,920 | 26,352 |
Non-current assets | ||
Intangible assets, net of accumulated amortization and impairment of $15,320 and $15,120, respectively | 200 | |
Total non-current assets | 200 | |
TOTAL ASSETS | 7,920 | 26,552 |
Current Liabilities | ||
Accrued interest | 124 | |
Accrued interest, related party | 43,349 | 33,262 |
Derivative liability | 116,654 | |
Convertible note payable, net of discount of $0 and ($49,134), respectively | 16,866 | |
Accrued compensation, related parties | 189,000 | 0 |
Note payable, related parties | 281,380 | 520,000 |
Note payable | 60,000 | |
Total Current Liabilities | 573,853 | 686,782 |
TOTAL LIABILITIES | 573,853 | 686,782 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' Deficit | ||
Preferred stock: $0.001 par value, 750,000,000 authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively | 50,000 | 50,000 |
Common stock: $0.001 par value 900,000,000 authorized; 104,146,611 and 44,904,708 shares issued and outstanding, respectively | 104,147 | 44,905 |
Additional paid in capital | 3,061,858 | 2,236,440 |
Accumulated deficit | (3,781,938) | (2,991,576) |
Total Stockholders' Deficit | (565,933) | (660,230) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 7,920 | $ 26,552 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Intangible assets, net of accumulated amortization and impairment | $ 15,320 | $ 15,120 |
LIABILITIES | ||
Convertible note payable, net of discount | $ 0 | $ (49,134) |
Stockholders' Deficit | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 750,000,000 | 750,000,000 |
Preferred stock, issued shares | 50,000,000 | 50,000,000 |
Preferred stock, outstanding shares | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 900,000,000 | 900,000,000 |
Common stock, issued shares | 104,146,611 | 44,904,708 |
Common stock, outstanding shares | 104,146,611 | 44,904,708 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUE | ||
Product sales | $ 194,481 | |
OPERATING EXPENSES | ||
Research and development | 57,285 | 125,664 |
Professional fees | 488,287 | 403,164 |
Selling, general and administrative expenses | 223,055 | 242,231 |
Total operating expenses | 768,627 | 771,059 |
Net loss from operations | (768,627) | (576,578) |
Other income (expense) | ||
Interest expense | (21,735) | (35,383) |
Interest expense related to derivative liability | (16,866) | |
Change in derivative | 186 | |
Net loss before income taxes | (540,362) | (628,641) |
Income taxes | ||
Net loss | $ (790,362) | $ (628,641) |
Basic and diluted loss per share | $ (0.01) | $ (0.02) |
Weighted average number of shares outstanding | 63,606,767 | 29,743,242 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2016 | 50,000,000 | 17,136,743 | |||
Beginning Balance, Amount at Dec. 31, 2016 | $ 50,000 | $ 17,137 | $ 877,908 | $ (2,362,935) | $ (1,417,890) |
Issued common stock for services, Shares | 1,977,196 | ||||
Issued common stock for services, Amount | $ 1,977 | 237,317 | 239,294 | ||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Shares | 17,790,769 | ||||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Amount | $ 17,791 | 1,100,055 | 1,117,846 | ||
Sold shares of common stock for cash to non-related parties, Shares | 8,000,000 | ||||
Sold shares of common stock for cash to non-related parties, Amount | $ 8,000 | 72,000 | 80,000 | ||
Paid-in Capital - Derivative liability | (50,840) | (50,840) | |||
Net Loss | (628,641) | (628,641) | |||
Ending Balance, Shares at Dec. 31, 2017 | 50,000,000 | 44,904,708 | |||
Ending Balance, Amount at Dec. 31, 2017 | $ 50,000 | $ 44,905 | 2,236,440 | (2,991,576) | (660,230) |
Issued common stock for services, Shares | 20,085,098 | ||||
Issued common stock for services, Amount | $ 20,086 | 295,027 | 315,113 | ||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Shares | 663,856 | ||||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Amount | $ 664 | 62,336 | 63,000 | ||
Paid-in Capital - Derivative liability | 67,520 | 67,520 | |||
Issued common stock for reduction of convertible notes payable, Shares | 34,139,824 | ||||
Issued common stock for reduction of convertible notes payable, Amount | $ 34,139 | 134,341 | 168,480 | ||
Paid-in Capital - Extinguishment of related party debt | 250,000 | 250,000 | |||
Net Loss | (790,362) | (790,362) | |||
Ending Balance, Shares at Dec. 31, 2018 | 50,000,000 | 104,146,611 | |||
Ending Balance, Amount at Dec. 31, 2018 | $ 50,000 | $ 104,147 | $ 3,061,858 | $ (3,781,938) | $ (565,933) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (790,362) | $ (628,641) |
Adjustment to reconcile net loss to net cash used in in operations: | ||
Amortization | 200 | 200 |
Derivative convertible note | 16,680 | |
Stock issued for services provided | 378,113 | 1,357,141 |
Increase (decrease) in operating liabilities: | ||
Accounts receivable | 24,469 | (24,469) |
Accrued interest | 16,690 | 12,357 |
Accrued expenses, related parties | 189,000 | (865,846) |
Net Cash used in operating activities | (181,890) | (132,578) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from shareholder loans | 96,880 | 47,700 |
Principal payments on shareholder loans | (85,500) | (60,200) |
Proceeds from notes payable | 60,000 | |
Proceeds from convertible notes payable | 96,000 | 66,000 |
Issuance of common stock | 20,547 | 80,000 |
Net Cash provided by financing activities | 187,927 | 133,500 |
Net increase in cash | 6,037 | 922 |
Cash Beginning of period | 1,883 | 961 |
Cash End of period | 7,920 | 1,883 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
Derivative convertible liability recorded | 116,654 | |
Original discount recorded on the recognition of notes with Derivative liabilities | 96,000 | |
Extinguishment of derivative liability related to debt conversions | 306,274 | |
Debt/accrued interest converted into common stock | $ 144,481 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 1 - NATURE OF BUSINESS | Thunder Energies Corporation (“we”, “us”, “our”, “TEC” or the “Company”) was incorporated in the State of Florida on April 21, 2011. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and had made no efforts to identify a possible business combination. The business purpose of the Company has been to seek the acquisition of or merger with, an existing company. The Company year-end was changed to December 31 upon a change in control. On July 29, 2013, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from CCJ Acquisition Corp. to Thunder Fusion Corporation. The Amendment also changed the principal office address of the Company to 150 Rainville Road, Tarpon Springs, Florida 34689. On May 1, 2014, the Company filed with the Florida Secretary of State, Articles of Amendment to its Articles of Incorporation (the “Amendment”) which changed the name of the Company from Thunder Fusion Corporation to Thunder Energies Corporation. The Amendment also changed the principal office address of the Company to 1444 Rainville Road, Tarpon Springs, Florida 34689. Description of Business, Principal Products, Services The business of Thunder Energies Corporation (“TEC”) is focused on the development of a new clean combustion of fossil fuels (oil, diesel, coal, etc.) with controlled minimal contaminants in the exhaust. Our business objective is achieved via new forms of processing fossil fuels, new additives to the combustion and the assistance of a high voltage electric discharges (patents pending) that burn combustible contaminants in fossil fuel exhaust while providing added on clean energy. The expected principal product, depending on funding, is a new type of furnace for the clean combustion of fossil fuel available in any desired size for any type of energy application, from home heating to large plants for the clean production of electricity. The expected services are to be rendered by providing technical assistance to the market consisting of existing fossil fuel electric power plants for their decrease of pollutants in the exhaust and their verification of EPA regulations on the release of contaminants in the atmosphere. A prototype new furnace is expected to be available within one year following the availability of the necessary funds. As we are a development stage company, we have not yet generated any revenue from the assets that were recently assigned to and acquired by the Company, including the Hadronic reactors. The Hadronic reactors have been utilized to test and confirm the technology for ultimate inclusion in the new furnaces. Thunder Energies Corp. is a developer of new technologies that are being brought to market by three divisions: 1) Division of Optical Instruments (TEC-DOI); 2) Division of Nuclear Instruments (TEC-DNI); and 3) Division of Fuel Combustion (TEC--DFC). All intellectual properties, including patents, patent applications, domain names, copyrights, know how, etc., are exclusively and irrevocably owned by Thunder Energies Corp. without any royalty payments. Out of the three divisions, TEC-DOE has initiated production and sale of pairs of Galileo and Santilli telescopes with 70 mm, 100 mm, and 150 mm. The remaining two divisions are expecting funding for their commercialization. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 2 - GOING CONCERN | For the fiscal years ended December 31, 2018 and 2017, the Company had net losses of $790,362 and $628,641, respectively. As of December 31, 2018, the Company had a working capital deficit of $565,933. The Company has generated $0 and $194,481 in revenues for the years ended December 31, 2018 and 2017, respectively. The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND USE OF ESTIMATES The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash totaled 7,920 at December 31, 2018 and $1,883 at December 31, 2017. The Company had no cash equivalents as of December 31, 2018 and 2017. ACCOUNTS RECEIVABLE The Company’s accounts receivable result from revenues earned but not collected from customers. Credit is extended based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30 to 60 days and are stated at amounts due from customers. The Company evaluates if an allowance is necessary by considering several factors, including the length of time accounts receivable are past due, the Company’s previous loss history and the customer’s current ability to pay its obligation. If amounts become uncollectible, they are charged to operations when that determination is made. The allowance for doubtful accounts was $0 and $0 as of December 31, 2018 and 2017, respectively. At December 31, 2018, the Company had $0 accounts receivable. At December 31, 2017, the Company had accounts receivable from one customer which individually represented 100% of total accounts receivable. The customer received shipment of a Neutron Source Directional Equipment shortly before December 31, 2018 and 100% of accounts receivable were collected in January of 2018. The balance of accounts receivable at December 31, 2018 and 2017 were $0 and $24,469, respectively. CASH FLOWS REPORTING The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. RELATED PARTIES The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. REVENUE RECOGNITION The Company had no revenues in the current period. CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, accounts receivable and restricted cash. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit-quality financial institutions in bank deposits, money market funds, U.S. government securities and other investment grade debt securities that have strong credit ratings. The Company has established guidelines relative to diversification of its cash and marketable securities and their maturities that are intended to secure safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates and changes in the Company’s operations and financial position. Although the Company may deposit its cash and cash equivalents with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company did not have any revenues for the year ended December 31, 2018. At December 31, 2017, one customer accounted for 100% of the Company’s total revenues of $194,481 for the year ended December 31, 2017. The revenue was from the shipment and delivery of one Neutron Source Directional Equipment shortly before December 31, 2017. FINANCIAL INSTRUMENTS The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. INTANGIBLE ASSETS The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. The balance at December 31, 2018 and December 31, 2017 was $0 and $200, respectively. December 31, 2018 Gross Carrying Value Accumulated Amortization and Impairment Intellectual property $ 1,000 $ 1,000 Patents 14,320 14,320 December 31, 2017 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 800 Patents 14,320 14,320 IMPAIRMENT OF LONG- LIVED ASSETS The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets. DERIVATIVE LIABILITIES Derivative liabilities include the fair value of instruments such as common stock warrants, preferred stock warrants and convertible features of notes, that are initially recorded at fair value and are required to be re-measured to fair value at each reporting period under provisions of ASC 480, Distinguishing Liabilities from Equity, Derivatives and Hedging NON-MONETARY TRANSACTION According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on Hyfuel’s books and records was nominal. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In the transfer agreement 1,000,000 shares of common stock was transferred in exchange for the properties. The transfer was valued at $1,000 (the par value of the shares issued in exchange for the intellectual property); this amount was determined by the Company to be the value received in the exchange and approximates the basis of those assets. EXPENSES Operating expenses encompass research and development, professional fees, selling general and administrative expenses and impairment expense. Total operating expenses were $768,627 and $771,059 for the year ended December 31, 2018 and 2017, respectively. Total operating expenses consisted of the following. RESEARCH AND DEVELOPMENT The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $57,285 and $125,664 for the years ended December 31, 2018 and 2017, respectively. PROFESSIONAL Professional services are principally comprised of outside legal, audit and consulting services as well as the costs related to being a publicly traded company. Total professional fees were $488,287 and $403,164 for the years ended December 31, 2018 and 2017, respectively. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses consist primarily of management fees, technology services, public relations and travel expenses. Total selling, general and administrative expenses were $223,055 and $242,231 for the years ended December 31, 2018 and 2017, respectively. DEFERRED INCOME TAXES AND VALUATION ALLOWANCE The Company accounts for income taxes under ASC 740, Income Taxes NET INCOME (LOSS) PER COMMON SHARE Net loss per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2018 and 2017. As of December 31, 2018, and 2017, the common stock equivalents have not been included as they are anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Year Ended December 31, 2018 2017 Options to purchase shares of common stock 29,887 14,265 Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,029,887 50,014,265 SHARE-BASED EXPENSE ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Share-based expense for the years ended December 31, 2018 and 2017 was $378,113 and $1,357,141, respectively. COMMITMENTS AND CONTINGENCIES The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of December 31, 2018 and 2017. RECENT ACCOUNTING PRONOUNCEMENTS From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases |
INTANGIBLE PROPERTY
INTANGIBLE PROPERTY | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 4 - INTANGIBLE PROPERTY | On August 10, 2013, the Company entered into an Asset Assignment Agreement (the “IBR Assignment Agreement”) with Institute For Basic Research, Inc., a Florida corporation (“IBR”) that also is beneficially controlled by our Chief Executive Officer, Dr. Ruggero M. Santilli. Pursuant to the IBR Assignment Agreement, IBR irrevocably assigned to the Company all rights, title, ownership and interests in all of IBR’s internet website domain name assets, owned and hereinafter acquired by IBR including, but not limited to, all physical and intangible assets and intellectual property related to the assets. On August 11, 2013, Thunder Energies Corporation (f/k/a Thunder Fusion Corporation) entered into an Asset Assignment Agreement (the “Assignment Agreement”) with HyFuels, Inc., a Florida corporation (“HyFuels”) beneficially controlled by our Chief Executive Officer, Dr. Ruggero M. Santilli. Pursuant to the Assignment Agreement, HyFuels irrevocably assigned to the Company all physical assets, intangible assets, accounts receivable, intellectual property, accounting software, billing software, client lists, client prospects, trade secrets, proprietary property, the intellectual and physical property known as intermediate nuclear fusion without radiation, the physical property consisting of seven (7) Hadronic reactors, all copyrights, patents, patent applications, patent assignments, trademarks and anything having commercial or exchange value and the like. Consideration for the assignment agreements consisted of one million (1,000,000) shares of our common stock that were issued to Dr. Ruggero M. Santilli, as designee for IBR and HyFuels. Company management determined the amount of consideration based upon ASC 845-10-S99 pertaining to transfer of non-monetary assets. According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on the books and records of HyFuels and IBR was minimal or essentially zero. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In connection with the aforementioned assignment agreements, 1,000,000 shares of our common stock were transferred in exchange for the assets. The transfer was valued at one thousand dollars ($1,000.00), the value of the shares issued at par ($0.001) in exchange for the assets. This amount was determined by the Company to approximate the basis of those assets. The Company recorded the property and intangibles (7 reactors, intellectual property rights to develop the technology, and website) as an intangible asset. The valuation of the properties was the par value of the stock received in exchange for the rights and assets. The Company has capitalized the legal expenses associated with filing applications with the United States Patent and Trademark Office. At December 31, 2018, the Company has capitalized $14,320. The Company has recorded $14,320 of impairment loss for the patent application process as of December 31, 2018. The Company recognized amortization expense of $200 for the year ending December 31, 2018 and 2017. The Company has accumulated amortization of $1,000 as of December 31, 2018. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 5 - CONVERTIBLE NOTE PAYABLE | POWER UP LENDING GROUP On October 31, 2017The Company executed a convertible promissory note with Power Up Lending Group, Ltd. The note carries a principal balance of $33,000 together with an interest rate of eight (8%) per annum and a maturity date of August 15, 2018. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. On November 30, 2017The Company executed a convertible promissory note with Power Up Lending Group, Ltd. The note carries a principal balance of $33,000 together with an interest rate of eight (8%) per annum and a maturity date of September 10, 2018. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. On January 9, 2018; The Company executed a convertible promissory note with Power Up Lending Group, Ltd. The note carries a principal balance of $28,000 together with an interest rate of eight (8%) per annum and a maturity date of October 15, 2018. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. On February 21, 2018; The Company executed a convertible promissory note with Power Up Lending Group, Ltd. The note carries a principal balance of $35,000 together with an interest rate of eight (8%) per annum and a maturity date of November 30, 2018. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. On April 5, 2018; The Company executed a convertible promissory note with Power Up Lending Group, Ltd. The note carries a principal balance of $33,000 together with an interest rate of eight (8%) per annum and a maturity date of January 30, 2019. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share in accordance with the terms of the note agreement shall be made in lawful money of the United States of America. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-one percent (61%) of the average of the lowest two (2) trading prices for the Common Stock during the twelve (12) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty-five percent (39%). The Company accounts for this embedded conversion feature as a derivative under ASC 815-10-15-83 and valued separately from the note at fair value. The embedded conversion feature of the note is revalued at each subsequent reporting date at fair value and any changes in fair value will result in a gain or loss in those periods. At December 31, 2018, the derivative liability associated with Power up lending was $0 Convertible Notes payable consisted of the following: December 31, 2018 December 31, 2017 Convertible notes payable: $ --- $ 66,000 Debt discount --- (49,134 ) Convertible notes payable net of debt discount $ --- $ 16,866 Accrued interest --- 665 Current portion of convertible note payable and interest $ --- $ 17,531 |
ACCRUED INTEREST
ACCRUED INTEREST | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 6 - ACCRUED INTEREST | The Company’s accrued interest consisted of the following: December 31, 2018 December 31, 2017 Accrued Interest Power Up Lending Group $ --- $ 665 Note payable 124 --- Note payable related party 43,349 32,597 Total Accrued Interest $ 43,473 $ 33,262 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 7 - INCOME TAXES | At December 31, 2018, the Company had a net operating loss carry–forward for Federal income tax purposes of approximately $3,781,938 that may be offset against future taxable income through 2035 No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets calculated at the effective rates note below, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by the valuation allowance. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% and State tax rate of 3.6% to income before taxes), as follows: For the Year Ended December 31, 2018 2017 Tax expense (benefit) at the statutory rate $ (166,000 ) $ (214,000 ) State income taxes, net of federal income tax benefit (28,000 ) (23,000 ) Change in valuation allowance 194,000 237,000 Total $ --- $ --- The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. For the year ended December 31, 2018 and for the year ended December 31, 2017, the Company has net operating losses from operations. The carry forwards expire through the year 2035. The Company’s net operating loss carry forward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. A valuation allowance has been applied due to the uncertainty of realization. The Company’s net deferred tax asset as of December 31, 2018 and December 31, 2017 is as follows: December 31, 2018 December 31, 2017 Deferred tax assets $ 930,000 $ 1,125,000 Valuation allowance (930,000 ) (1,125,000 ) Net deferred tax asset $ --- $ --- The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the period from inception ended December 31, 2014 through the year ended December 31, 2018. The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the period from inception ended December 31, 2014 through the year ended December 31, 2018. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 8 - SHAREHOLDERS' EQUITY | COMMON STOCK The Company has been authorized to issue 900,000,000 shares of common stock, $0.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution. On January 9, 2017 the Company issued 3,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $690. On January 10, 2017 the Company issued 5,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $1,250. On January 24, 2017 the Company issued 8,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $2,080. On January 27, 2017 the Company issued 36,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $10,800. On February 13, 2017 the Company issued 10,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $2,100. On March 6, 2017 the Company issued 10,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $3,000. On April 12, 2017 the Company issued 150,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $22,500. On May 9, 2017 the Company issued 70,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $5,600. On June 5, 2017 the Company issued 120,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $10,000. On June 8, 2017 the Company issued 16,530,769 shares to related parties for conversion of accrued compensation of $991,846, recorded at the fair market value of the share price. On July 7, 2017 the Company issued 120,196 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $8,413. On July 14, 2017 the Company issued 150,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $13,350. On September 7, 2017 the Company sold 8,000,000 restricted shares to non-related parties for cash proceeds in the amount of $80,000. On October 2, 2017 the Company issued 50,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $15,000. On October 9, 2017 the Company issued 150,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $5,495. On October 16, 2017 the Company issued 100,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $9,180. On October 24, 2017 the Company issued 100,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $8,010. On November 6, 2017 the Company issued 50,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $4,050. On December 11, 2017 the Company issued 600,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $72,000. On December 21, 2017 the Company issued 1,260,000 shares to related parties for conversion of accrued compensation of $126,000, recorded at the fair market value of the share price. On December 27, 2017 the Company issued 75,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $6,045. On January 12, 2018 the Company issued 200,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $30,000. On January 16, 2018 the Company issued 150,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $22,500. On February 12, 2018 the Company issued 40,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $3,216. On February 15, 2018 the Company issued 100,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $10,000. On February 23, 2018 the Company issued 100,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $8,810. On March 15, 2018 the Company issued 100,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $8,500. On March 29, 2018 the Company issued 75,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $7,117. On March 29, 2018 the Company issued 663,856 shares to related parties for conversion of accrued compensation of $63,000, recorded at the fair market value of the share price. On April 5, 2018 the Company issued 250,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $19,750. On April 9, 2018 the Company issued 250,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $17,500. On April 27, 2018 the Company issued 300,000 shares to a non-related party for services, recorded at the fair market value of the share price, in the amount of $10,050. On May 2, 2018, the Company issued 840,336 shares, at $0.0119 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $10,000 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on May 2, 2018 was $0.035 per share. On May 7, 2018 the Company issued 1,1000,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $34,100. On May 14, 2018, the Company issued 943,396 shares, at $0.0106 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $10,000 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on May 14, 2018 was $0.028 per share. On May 24, 2018, the Company issued 1,041,667 shares, at $0.0096 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $10,000 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on May 24, 2018 was $0.0161 per share. On June 4, 2018, the Company issued 2,341,176 shares, at $0.0068 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $14,600 in principal and $1,320 in accrued interest toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on June 4, 2018 was $0.03 per share. On June 6, 2018, the Company issued 1,738,235 shares, at $0.0068 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $11,820 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on Jun 6, 2018 was $0.0127 per share. On June 12, 2018, the Company issued 1,703,125 shares, at $0.0064 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $9,580 in principal and $1,320 in accrued interest toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on June 12, 2018 was $0.0113 per share. On July 19, 2018, the Company issued 2,010,050 shares, at $0.00597 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $12,000 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on July 19, 2018 was $0.013 per share. On July 25, 2018 the Company issued 5,800,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $58,000. On August 6, 2018, the Company issued 2,181,818 shares, at $0.0055 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $12,000 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on August 6, 2018 was $0.0124 per share. On September 18, 2018 the Company issued 4,411,765 shares to non-related party for services, recorded at the fair market value of the share price, in the amount of $30,000. On October 5, 2018 the Company issued 1,000,000 shares to non-related party for services, recorded at the fair market value of the share price, in the amount of $7,400. On October 8, 2018, the Company issued 2,348,571 shares, at $0.0035 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $7,100 in principal and $1,120 in accrued interest toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on October 8, 2018 was $0.0084 per share. On October 11, 2018, the Company issued 3,428,571 shares, at $0.0035 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $12,000 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on October 11, 2018 was $0.012 per share. On October 17, 2018, the Company issued 3,837,143 shares, at $0.0035 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $13,430 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on October 17, 2018 was $0.0083 per share. On October 19, 2018, the Company issued 3,840,000 shares, at $0.0035 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $12,040 in principal and $1,400 in accrued interest toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on October 19, 2018 was $0.0075 per share. On October 23, 2018, the Company issued 4,272,222 shares, at $0.0036 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $15,380 in principal toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on October 23, 2018 was $0.0071 per share. On October 26, 2018, the Company issued 3,613,514 shares, at $0.0037 per share, to Power Up Lending Group Ltd., an unrelated party, as reduction of $12,050 in principal and $1,320 in accrued interest toward its convertible note payable. The shares were issued at a discount to the market. Fair Market Value on October 26, 2018 was $0.0089 per share. On November 12, 2018 the Company issued 1,000,000 shares to non-related party for services, recorded at the fair market value of the share price, in the amount of $11,500. On November 30, 2018 the Company issued 5,208,333 shares to non-related party for services, recorded at the fair market value of the share price, in the amount of $36,979. On December 14, 2018, the Company sold 4,353,125 shares to GHS Investments LLC, at $0.00472 per share, for cash proceeds of $20,547. The shares were issued at a discount to the market. Fair Market Value on December 14, 2018 was $0.0069 per share. On December 31, 2018, our Chief Executive Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000 of notes payable due Dr. Ruggero M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital due to it being a related party transaction. PREFERRED STOCK The Company has been authorized to issue 750,000,000 shares of $.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. Series A: The certificate of designation for the Preferred A Stock provides that as a class it possesses a number of votes equal to fifteen (15) votes per share and may be converted into ten (10) $0.001 par value common shares. On October 10, 2013, the Company issued fifty million (50,000,000) shares of our Series “A” Convertible Preferred Stock (the “Preferred Stock”) to Hadronic Technologies Press, Inc. (“Hadronic”), a Florida corporation maintaining its principal place of business at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our Directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli each own fifty percent of the equity in Hadronic. The Series “A” Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder. Shares were valued at the par value of the common stock equivalents, $500,000. At December 31, 2018 and 2017 there were Fifty million (50,000,000) shares of Series A Convertible Preferred Stock issued and outstanding, respectively. OPTIONS AND WARRANTS In accordance with employment agreements, common stock options are issued annually to the officers of the Company. The number of shares is determined by the number of shares outstanding at the end of the year at a percentage per the employment agreements, as described below. The strike price is the fair value trading price as of the anniversary date of the employment agreements. The options are based on the number of shares outstanding of the Company at the year end, at an exercise price at market price at the employment agreements annual anniversary, July 25 th Weighted Average: 2018 2017 Risk-free interest rate 2.42 % 1.24 % Expected lives (years) 10.0 10.0 Expected price volatility 161.40 % 161.40 % Dividend rate 0.0 % 0.0 % Forfeiture Rate 0.0 % 0.0 % There are no other warrants or options outstanding to acquire any additional shares of common stock of the Company as of December 31, 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 9 - RELATED PARTY TRANSACTIONS | ADVANCES, PAYABLES AND ACCRUALS Amounts included in accruals represent amounts due to the officers and directors for corporate obligations under the employment agreements. Payments on behalf of the Company and accruals made under contractual obligation are accrued (see below). As of December 31, 2018, and 2017 accrued expenses were $189,000 and $0, respectively. NOTE PAYABLE In support of the Company’s efforts and cash requirements, it has relied on advances from the majority shareholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. All advances made in support of the Company are formalized by demand notes, at a 2.15% interest rate. During the years ended December 31, 2018 and 2017 our Chief Executive Officer, Dr. Ruggero M. Santilli loaned the company $96,880 and $47,700 for operations. During the years ended December 31, 2018 and 2017 the Company repaid the principal amounts by $85,500 and $60,200, respectively. On December 31, 2018, our Chief Executive Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000 of notes payable due Dr. Rugger M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital due to it being a related party transaction. At December 31, 2018 and 2017 the demand notes accumulative balances were $281,380 and $520,000, respectively. Accrued interest at December 31, 2018 and 2017 was $43,349 and $33,262, respectively. EQUITY TRANSACTIONS On July 25, 2013, Dr. Ruggero M. Santilli acquired from Company’s existing shareholders a control block of stock in the Company consisting of two million nine hundred forty thousand (2,940,000) shares of restricted common stock of the Company, in a private equity transaction. Dr. Santilli utilized his own funds to acquire the shares of common stock of the Company. As a result of this acquisition, Dr. Ruggero M. Santilli owns 98% of the issued and outstanding shares of common stock of the Company. On July 25, 2013, Dr. Ruggero M. Santilli and Ms. Carla Santilli were appointed to the Board of Directors of the Company. On July 25, 2013, Dr. Ruggero M. Santilli was appointed President, Chief Executive Officer, Principal Executive Officer and Principal Accounting Officer of the Company. Also on July 25, 2013, Carla Santilli was appointed Secretary and Treasurer for the Company. On August 11, 2013 the Company issued 1,000,000 shares of common stock in exchange for assignment of non-monetary intangible assets (See Intangible Assets, Note 4). On October 10, 2013, the Company issued fifty million (50,000,000) shares of our Series “A” Convertible Preferred Stock (the “Preferred Stock”) to Hadronic Technologies Press, Inc. (“Hadronic”), a Florida corporation maintaining its principal place of business at 35246 US Highway 19 North, Suite #215, Palm Harbor, Florida 34684. Our Directors, Dr. Ruggero M. Santilli and Mrs. Carla Santilli each own fifty percent of the equity in Hadronic. The Series “A” Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder. Preferred shares issued were valued at $500,000, based on the fair value of the common stock equivalents. On June 8, 2017 the Company issued 16,530,769 shares to related parties for conversion of accrued compensation of $991,846, recorded at the fair market value of the share price. On December 21, 2017 the Company issued 1,260,000 shares to related parties for conversion of accrued compensation of $126,000, recorded at the fair market value of the share price. On March 29, 2018 the Company issued 663,856 shares to related parties for conversion of accrued compensation of $63,000, recorded at the fair market value of the share price. On December 31, 2018, our Chief Executive Officer, Dr. Ruggero M. Santilli requested the extinguishment of $250,000 of notes payable due. The Company extinguished $250,000 of notes payable due Dr. Ruggero M. Santilli on December 31, 2018 and booked the offsetting entry to Additional paid-in Capital due to it being a related party transaction. EMPLOYMENT CONTRACTS The Company has employment contracts with its key employees, the controlling shareholders, who are its officers and directors of the Company. · Dr. Santilli, 5 year contract, annual salary of $180,000 and annual common stock options for .01% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25 th · Carla Santilli, 5 year consulting contract, annual salary of $72,000 and annual common stock options for .005% of the outstanding stock per calendar year at the average trading price of the anniversary date, July 25 th OTHER The Company does not own or lease property or lease office space. At the current time, the office space used by the Company was arranged by the majority shareholders of the Company to use at no charge. It is anticipated that the Company will enter into formal lease arrangements in the near future. The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 10 - COMMITMENTS AND CONTINGENCIES | From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 11 - SUBSEQUENT EVENTS | On January 7, 2019 the Company issued 1,800,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $9,000. On January 25, 2019 the Company issued 2,000,000 shares to non-related parties for services, recorded at the fair market value of the share price, in the amount of $8,800. On February 6, 2019, the Company sold 4,534,293 shares to GHS Investments LLC, at $0.00304 per share, for cash proceeds of $13,784. The shares were issued at a discount to the market. Fair Market Value on February 6, 2019 was $0.005 per share. Management has evaluated subsequent events through the date the financial statements were available to be issued, considered to be the date of filing with the Securities and Exchange Commission. Based on our evaluation no events have occurred requiring adjustment to or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies | |
BASIS OF PRESENTATION AND USE OF ESTIMATES | The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
CASH AND CASH EQUIVALENTS | The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. Cash totaled 7,920 at December 31, 2018 and $1,883 at December 31, 2017. The Company had no cash equivalents as of December 31, 2018 and 2017. |
ACCOUNTS RECEIVABLE | The Company’s accounts receivable result from revenues earned but not collected from customers. Credit is extended based on an evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are due within 30 to 60 days and are stated at amounts due from customers. The Company evaluates if an allowance is necessary by considering several factors, including the length of time accounts receivable are past due, the Company’s previous loss history and the customer’s current ability to pay its obligation. If amounts become uncollectible, they are charged to operations when that determination is made. The allowance for doubtful accounts was $0 and $0 as of December 31, 2018 and 2017, respectively. At December 31, 2018, the Company had $0 accounts receivable. At December 31, 2017, the Company had accounts receivable from one customer which individually represented 100% of total accounts receivable. The customer received shipment of a Neutron Source Directional Equipment shortly before December 31, 2018 and 100% of accounts receivable were collected in January of 2018. The balance of accounts receivable at December 31, 2018 and 2017 were $0 and $24,469, respectively. |
CASH FLOWS REPORTING | The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period. |
RELATED PARTIES | The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. |
REVENUE RECOGNITION | The Company had no revenues in the current period. |
CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT CUSTOMERS | Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, accounts receivable and restricted cash. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit-quality financial institutions in bank deposits, money market funds, U.S. government securities and other investment grade debt securities that have strong credit ratings. The Company has established guidelines relative to diversification of its cash and marketable securities and their maturities that are intended to secure safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates and changes in the Company’s operations and financial position. Although the Company may deposit its cash and cash equivalents with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company did not have any revenues for the year ended December 31, 2018. At December 31, 2017, one customer accounted for 100% of the Company’s total revenues of $194,481 for the year ended December 31, 2017. The revenue was from the shipment and delivery of one Neutron Source Directional Equipment shortly before December 31, 2017. |
FINANCIAL INSTRUMENTS | The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses and notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. |
INTANGIBLE ASSETS | The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized on a straight-line method on the basis of a useful life of 5 to 17 years. The balance at December 31, 2018 and December 31, 2017 was $0 and $200, respectively. December 31, 2018 Gross Carrying Value Accumulated Amortization and Impairment Intellectual property $ 1,000 $ 1,000 Patents 14,320 14,320 December 31, 2017 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 800 Patents 14,320 14,320 |
IMPAIRMENT OF LONG- LIVED ASSETS | The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets. |
DERIVATIVE LIABILITIES | Derivative liabilities include the fair value of instruments such as common stock warrants, preferred stock warrants and convertible features of notes, that are initially recorded at fair value and are required to be re-measured to fair value at each reporting period under provisions of ASC 480, Distinguishing Liabilities from Equity, Derivatives and Hedging |
NON-MONETARY TRANSACTION | According to ASC 845-10-S99, transfers of non-monetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the entity’s initial public offering should be recorded at the transferors’ historical cost basis determined under Generally Accepted Accounting Principles. As such, the cost basis carried on Hyfuel’s books and records was nominal. Therefore, the accounting principles in ASC 845-10-S99 were followed and the Company recorded the intellectual and physical properties at its historical cost basis, which was at the historical cost basis of a nominal amount. In the transfer agreement 1,000,000 shares of common stock was transferred in exchange for the properties. The transfer was valued at $1,000 (the par value of the shares issued in exchange for the intellectual property); this amount was determined by the Company to be the value received in the exchange and approximates the basis of those assets. |
EXPENSES | Operating expenses encompass research and development, professional fees, selling general and administrative expenses and impairment expense. Total operating expenses were $768,627 and $771,059 for the year ended December 31, 2018 and 2017, respectively. Total operating expenses consisted of the following. |
RESEARCH AND DEVELOPMENT | The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $57,285 and $125,664 for the years ended December 31, 2018 and 2017, respectively. |
PROFESSIONAL FEES | Professional services are principally comprised of outside legal, audit and consulting services as well as the costs related to being a publicly traded company. Total professional fees were $488,287 and $403,164 for the years ended December 31, 2018 and 2017, respectively. |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | Selling, general and administrative expenses consist primarily of management fees, technology services, public relations and travel expenses. Total selling, general and administrative expenses were $223,055 and $242,231 for the years ended December 31, 2018 and 2017, respectively. |
DEFERRED INCOME TAXES AND VALUATION ALLOWANCE | The Company accounts for income taxes under ASC 740, Income Taxes |
NET INCOME (LOSS) PER COMMON SHARE | Net loss per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2018 and 2017. As of December 31, 2018, and 2017, the common stock equivalents have not been included as they are anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Year Ended December 31, 2018 2017 Options to purchase shares of common stock 29,887 14,265 Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,029,887 50,014,265 |
SHARE-BASED EXPENSE | ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Share-based expense for the years ended December 31, 2018 and 2017 was $378,113 and $1,357,141, respectively. |
COMMITMENTS AND CONTINGENCIES | The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of December 31, 2018 and 2017. |
RECENT ACCOUNTING PRONOUNCEMENTS | From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies Tables Abstract | |
Schedule of Intangible assets | December 31, 2018 Gross Carrying Value Accumulated Amortization and Impairment Intellectual property $ 1,000 $ 1,000 Patents 14,320 14,320 December 31, 2017 Gross Carrying Value Accumulated Amortization Intellectual property $ 1,000 $ 800 Patents 14,320 14,320 |
Calculation of diluted net loss per share | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period: Year Ended December 31, 2018 2017 Options to purchase shares of common stock 29,887 14,265 Series A convertible preferred stock 50,000,000 50,000,000 Total potentially dilutive shares 50,029,887 50,014,265 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Convertible Note Payable | |
Schedule of convertible Notes payable | Convertible Notes payable consisted of the following: December 31, 2018 December 31, 2017 Convertible notes payable: $ --- $ 66,000 Debt discount --- (49,134 ) Convertible notes payable net of debt discount $ --- $ 16,866 Accrued interest --- 665 Current portion of convertible note payable and interest $ --- $ 17,531 |
ACCRUED INTEREST (Tables)
ACCRUED INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Interest | |
Schedule of accrued interest | The Company’s accrued interest consisted of the following: December 31, 2018 December 31, 2017 Accrued Interest Power Up Lending Group $ --- $ 665 Note payable 124 --- Note payable related party 43,349 32,597 Total Accrued Interest $ 43,473 $ 33,262 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Summary of expected tax expense | The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% and State tax rate of 3.6% to income before taxes), as follows: For the Year Ended December 31, 2018 2017 Tax expense (benefit) at the statutory rate $ (166,000 ) $ (214,000 ) State income taxes, net of federal income tax benefit (28,000 ) (23,000 ) Change in valuation allowance 194,000 237,000 Total $ --- $ --- |
Summary of deferred tax asset | The Company’s net deferred tax asset as of December 31, 2018 and December 31, 2017 is as follows: December 31, 2018 December 31, 2017 Deferred tax assets $ 930,000 $ 1,125,000 Valuation allowance (930,000 ) (1,125,000 ) Net deferred tax asset $ --- $ --- |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders Equity | |
Summary of Options and Warrants | The options were valued using the Black Scholes Method, using the following assumptions: Weighted Average: 2018 2017 Risk-free interest rate 2.42 % 1.24 % Expected lives (years) 10.0 10.0 Expected price volatility 161.40 % 161.40 % Dividend rate 0.0 % 0.0 % Forfeiture Rate 0.0 % 0.0 % |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) | 12 Months Ended |
Dec. 31, 2018 | |
Nature Of Business | |
State of incorporation | Florida |
Date of incorporation | Apr. 21, 2011 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Going Concern | |||
Net loss | $ (790,362) | $ (628,641) | |
Working capital deficit | (565,933) | (660,230) | $ (1,417,890) |
Revenues | $ 194,481 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Intellectual Property [Member] | ||
Gross Carrying Value | $ 1,000 | $ 1,000 |
Accumulated Amortization and Impairment | 1,000 | 800 |
Patents [Member] | ||
Gross Carrying Value | 14,320 | 14,320 |
Accumulated Amortization and Impairment | $ 14,320 | $ 14,320 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Summary Of Significant Accounting Policies Details 1Abstract | ||
Options to purchase shares of common stock | $ 29,887 | $ 14,265 |
Series A Convertible Preferred Stock | 50,000,000 | 50,000,000 |
Total potentially dilutive shares | 50,029,887 | 50,014,265 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash | $ 7,920 | $ 1,883 | $ 961 |
Allowance for doubtful accounts receivable | 0 | 0 | |
Accounts receivable | 24,469 | ||
Revenue recognized | 194,481 | ||
Operating expenses | 768,627 | 771,059 | |
Research and development | 57,285 | 125,664 | |
Professional fees | 488,287 | 403,164 | |
Selling, general and administrative expenses | 223,055 | 242,231 | |
Stock based compensation | 378,113 | 1,357,141 | |
Intangible assets | $ 200 | ||
Common stock transferred shares in exchange for properties, Shares | 1,000,000 | ||
Common stock transferred shares in exchange for properties, Amount | $ 1,000 | ||
Minimum [Member] | |||
Intangible assets estimated useful lives | 5 years | ||
Maximum [Member] | |||
Intangible assets estimated useful lives | 17 years | ||
Customer [Member] | |||
Accounts receivable description | Accounts receivable are due within 30 to 60 days and are stated at amounts due from customers. | ||
Customer One [Member] | |||
Accounts receivable description | accounts receivable from one customer which individually represented 100% of total accounts receivable. The customer received shipment of a Neutron Source Directional Equipment shortly before December 31, 2018 and 100% of accounts receivable were collected in January of 2018. | ||
Sales revenue percentage | 100.00% |
INTANGIBLE PROPERTY (Details Na
INTANGIBLE PROPERTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Amortization expense | $ 200 | $ 200 |
Accumulated amortization | $ 1,000 | |
Common stock transferred shares in exchange for properties, Shares | 1,000,000 | |
Common stock transferred shares in exchange for properties, Amount | $ 1,000 | |
Common stock transferred shares in exchange for properties, par value | $ 0.001 | |
Impairment loss | $ 14,320 | |
Dr. Ruggero M. Santilli [Member] | ||
Common stock, shares issued | 1,000,000 |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure Convertible Note Payable Details Abstract | ||
Convertible notes payable: | $ 66,000 | |
Debt discount | (49,134) | |
Convertible notes payable net of debt discount | 16,866 | |
Accrued interest | 665 | |
Current portion of convertible note payable and interest | $ 17,531 |
CONVERTIBLE NOTE PAYABLE (Det_2
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | Apr. 05, 2018 | Jan. 09, 2018 | Feb. 21, 2018 | Nov. 30, 2017 | Oct. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
A non-related party convertible promissory note | $ 17,531 | ||||||
Interest rate | 2.15% | ||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||
Terms of conversion feature | The holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this note, to convert all or any part of the outstanding and unpaid principal amount into Common Stock. The conversion shall equal sixty-one percent (61%) of the average of the lowest two (2) trading prices for the Common Stock during the twelve (12) day trading period ending on the latest complete trading day prior to the conversion date, representing a discount rate of forty-five percent (39%). | ||||||
Power Up Lending Group, Ltd [Member] | |||||||
A non-related party convertible promissory note | $ 33,000 | $ 28,000 | $ 35,000 | $ 33,000 | $ 33,000 | ||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||
Maturity date | Jan. 30, 2019 | Oct. 15, 2018 | Nov. 30, 2018 | Sep. 10, 2018 | Aug. 15, 2018 | ||
Interest rate after due date | 22.00% | 22.00% | 22.00% | 22.00% | 22.00% | ||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
ACCRUED INTEREST (Details)
ACCRUED INTEREST (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Interest | $ 43,473 | $ 33,262 |
Power Up Lending Group [Member] | ||
Accrued Interest | 665 | |
Note payable [Member] | ||
Accrued Interest | 124 | |
Note payable related party [Member] | ||
Accrued Interest | $ 43,349 | $ 32,597 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Income Taxes Details Abstract | ||
Tax expense (benefit) at the statutory rate | $ (166,000) | $ (214,000) |
State income taxes, net of federal income tax benefit | (28,000) | (23,000) |
Change in valuation allowance | 194,000 | 237,000 |
Total |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure Income Taxes Details 1Abstract | ||
Deferred tax assets | $ 930,000 | $ 1,125,000 |
Valuation allowance | (930,000) | (1,125,000) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disclosure Income Taxes Details Narrative Abstract | |
Net operating loss carryforward | $ 3,781,938 |
Net operating loss carryforward expiry period | through 2035 |
United states federal tax rate | 21.00% |
Federal state tax rate | 3.60% |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted Average: | ||
Risk-free interest rate | 2.42% | 1.24% |
Expected lives (years) | 10 years | 10 years |
Expected price volatility | 161.40% | 161.40% |
Dividend rate | 0.00% | 0.00% |
Forfeiture Rate | 0.00% | 0.00% |
SHAREHOLDERS' EQUITY (Details N
SHAREHOLDERS' EQUITY (Details Narrative) - USD ($) | Dec. 14, 2018 | Nov. 12, 2018 | Oct. 11, 2018 | Oct. 08, 2018 | Oct. 05, 2018 | Aug. 06, 2018 | Jun. 12, 2018 | Jun. 06, 2018 | Jun. 04, 2018 | May 14, 2018 | May 07, 2018 | May 02, 2018 | Apr. 09, 2018 | Apr. 05, 2018 | Mar. 15, 2018 | Feb. 12, 2018 | Jan. 12, 2018 | Dec. 11, 2017 | Nov. 06, 2017 | Oct. 09, 2017 | Oct. 02, 2017 | Sep. 07, 2017 | Jul. 14, 2017 | Jul. 07, 2017 | Jun. 08, 2017 | Jun. 05, 2017 | May 09, 2017 | Apr. 12, 2017 | Mar. 06, 2017 | Jan. 10, 2017 | Jan. 09, 2017 | Oct. 10, 2013 | Nov. 30, 2018 | Oct. 26, 2018 | Oct. 23, 2018 | Oct. 19, 2018 | Oct. 17, 2018 | Sep. 18, 2018 | Jul. 25, 2018 | Jul. 19, 2018 | May 24, 2018 | Apr. 27, 2018 | Mar. 29, 2018 | Feb. 23, 2018 | Feb. 15, 2018 | Jan. 16, 2018 | Dec. 27, 2017 | Dec. 21, 2017 | Oct. 24, 2017 | Oct. 16, 2017 | Feb. 13, 2017 | Jan. 27, 2017 | Jan. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, authorized shares | 900,000,000 | 900,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized shares | 750,000,000 | 750,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, issued shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, value | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued for services, value | 315,113 | 239,294 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds from common stock | 20,547 | 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Amount | $ 63,000 | $ 1,117,846 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, issued shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, outstanding shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Officers [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of options, shares | 29,887 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option exercise price | $ 0.2818 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option, value | $ 4,695 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Extinguishment of notes payable | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
GHS Investments LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares sold | 4,353,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds from common stock | $ 20,547 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.00472 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, fair market value per share | $ 0.0069 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-related parties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued for services, shares | 1,000,000 | 1,000,000 | 11,000,000 | 250,000 | 250,000 | 100,000 | 40,000 | 200,000 | 600,000 | 50,000 | 150,000 | 50,000 | 150,000 | 120,196 | 120,000 | 70,000 | 150,000 | 10,000 | 5,000 | 3,000 | 5,208,333 | 4,411,765 | 5,800,000 | 300,000 | 75,000 | 100,000 | 100,000 | 150,000 | 75,000 | 100,000 | 100,000 | 10,000 | 36,000 | 8,000 | |||||||||||||||||||||
Common stock, shares issued for services, value | $ 11,500 | $ 7,400 | $ 34,100 | $ 17,500 | $ 19,750 | $ 8,500 | $ 3,216 | $ 30,000 | $ 72,000 | $ 4,050 | $ 5,495 | $ 15,000 | $ 13,350 | $ 8,413 | $ 10,000 | $ 5,600 | $ 22,500 | $ 3,000 | $ 1,250 | $ 690 | $ 36,979 | $ 30,000 | $ 58,000 | $ 10,050 | $ 7,117 | $ 8,810 | $ 10,000 | $ 22,500 | $ 6,045 | $ 8,010 | $ 9,180 | $ 2,100 | $ 10,800 | $ 2,080 | |||||||||||||||||||||
Restricted common stock, shares issued | 8,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock, value | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related parties [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Shares | 16,530,769 | 663,856 | 1,260,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Amount | $ 991,846 | $ 63,000 | $ 126,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Lending Group Ltd [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 3,428,571 | 2,348,571 | 2,181,818 | 1,703,125 | 1,738,235 | 2,341,176 | 943,396 | 840,336 | 3,613,514 | 4,272,222 | 3,840,000 | 3,837,143 | 2,010,050 | 1,041,667 | |||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.0035 | $ 0.0035 | $ 0.0055 | $ 0.0064 | $ 0.0068 | $ 0.0068 | $ 0.0106 | $ 0.0119 | $ 0.0037 | $ 0.0036 | $ 0.0035 | $ 0.0035 | $ 0.00597 | $ 0.0096 | |||||||||||||||||||||||||||||||||||||||||
Convertible note payable, reduction in principal | $ 12,000 | $ 7,100 | $ 12,000 | $ 9,580 | $ 11,820 | $ 14,600 | $ 10,000 | $ 10,000 | $ 12,050 | $ 15,380 | $ 12,040 | $ 13,430 | $ 12,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||
Convertible note payable, reduction in accrued interest | $ 1,120 | $ 1,320 | $ 1,320 | $ 1,320 | $ 1,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, fair market value per share | $ 0.012 | $ 0.0084 | $ 0.0124 | $ 0.0113 | $ 0.0127 | $ 0.03 | $ 0.028 | $ 0.035 | $ 0.0089 | $ 0.0071 | $ 0.0075 | $ 0.0083 | $ 0.013 | $ 0.0161 | |||||||||||||||||||||||||||||||||||||||||
Hadronic Technologies Press, Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, issued shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, value | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of convertible preferred stock | The Series "A" Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 08, 2017 | Oct. 10, 2013 | Aug. 11, 2013 | Mar. 29, 2018 | Dec. 21, 2017 | Jul. 25, 2013 | Dec. 31, 2018 | Dec. 31, 2017 |
Issued common stock to related parties for conversion of accrued compensation at fair market value, Amount | $ 63,000 | $ 1,117,846 | ||||||
Accrued compensation, related parties | 189,000 | 0 | ||||||
Proceeds from shareholder loans | 96,880 | 47,700 | ||||||
Principal payments on shareholder loans | 85,500 | 60,200 | ||||||
Accrued interest, related party | 43,349 | 33,262 | ||||||
Notes payable, related parties | $ 281,380 | $ 520,000 | ||||||
Interest rate | 2.15% | |||||||
Common stock, shares issued in exchange for assignment of non-monetary intangible assets | 1,000,000 | |||||||
Preferred stock, issued shares | 50,000,000 | 50,000,000 | ||||||
Preferred stock, value | $ 50,000 | $ 50,000 | ||||||
Series A Convertible Preferred Stock [Member] | ||||||||
Preferred stock, issued shares | 50,000,000 | 50,000,000 | ||||||
Dr. Santilli [Member] | ||||||||
Annual salary | $ 180,000 | |||||||
Common stock option, percentage | 0.01% | |||||||
Acquired of restricted common stock from shareholders | 2,940,000 | |||||||
Ownership percentage | 98.00% | |||||||
Hadronic Technologies Press, Inc [Member] | Series A Convertible Preferred Stock [Member] | ||||||||
Description of convertible preferred stock | The Series "A" Convertible Preferred Stock has 15 votes per share and is convertible into 10 shares of our common stock at the election of the shareholder. | |||||||
Preferred stock, issued shares | 50,000,000 | |||||||
Preferred stock, value | $ 500,000 | |||||||
Related parties [Member] | ||||||||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Shares | 16,530,769 | 663,856 | 1,260,000 | |||||
Issued common stock to related parties for conversion of accrued compensation at fair market value, Amount | $ 991,846 | $ 63,000 | $ 126,000 | |||||
Carla Santilli [Member] | ||||||||
Annual salary | $ 72,000 | |||||||
Common stock option, percentage | 0.005% | |||||||
Chief Executive Officer [Member] | ||||||||
Proceeds from shareholder loans | $ 96,880 | $ 47,700 | ||||||
Principal payments on shareholder loans | 85,500 | $ 60,200 | ||||||
Extinguishment of notes payable | $ 250,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 06, 2019 | Jan. 07, 2019 | Nov. 12, 2018 | Oct. 05, 2018 | May 07, 2018 | Apr. 09, 2018 | Apr. 05, 2018 | Mar. 15, 2018 | Feb. 12, 2018 | Jan. 12, 2018 | Dec. 11, 2017 | Nov. 06, 2017 | Oct. 09, 2017 | Oct. 02, 2017 | Jul. 14, 2017 | Jul. 07, 2017 | Jun. 05, 2017 | May 09, 2017 | Apr. 12, 2017 | Mar. 06, 2017 | Jan. 10, 2017 | Jan. 09, 2017 | Jan. 25, 2019 | Nov. 30, 2018 | Sep. 18, 2018 | Jul. 25, 2018 | Apr. 27, 2018 | Mar. 29, 2018 | Feb. 23, 2018 | Feb. 15, 2018 | Jan. 16, 2018 | Dec. 27, 2017 | Oct. 24, 2017 | Oct. 16, 2017 | Feb. 13, 2017 | Jan. 27, 2017 | Jan. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, shares issued for services, amount | $ 315,113 | $ 239,294 | |||||||||||||||||||||||||||||||||||||
Cash proceeds from common stock | $ 20,547 | $ 80,000 | |||||||||||||||||||||||||||||||||||||
Non-related parties [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares issued for services, shares | 1,000,000 | 1,000,000 | 11,000,000 | 250,000 | 250,000 | 100,000 | 40,000 | 200,000 | 600,000 | 50,000 | 150,000 | 50,000 | 150,000 | 120,196 | 120,000 | 70,000 | 150,000 | 10,000 | 5,000 | 3,000 | 5,208,333 | 4,411,765 | 5,800,000 | 300,000 | 75,000 | 100,000 | 100,000 | 150,000 | 75,000 | 100,000 | 100,000 | 10,000 | 36,000 | 8,000 | |||||
Common stock, shares issued for services, amount | $ 11,500 | $ 7,400 | $ 34,100 | $ 17,500 | $ 19,750 | $ 8,500 | $ 3,216 | $ 30,000 | $ 72,000 | $ 4,050 | $ 5,495 | $ 15,000 | $ 13,350 | $ 8,413 | $ 10,000 | $ 5,600 | $ 22,500 | $ 3,000 | $ 1,250 | $ 690 | $ 36,979 | $ 30,000 | $ 58,000 | $ 10,050 | $ 7,117 | $ 8,810 | $ 10,000 | $ 22,500 | $ 6,045 | $ 8,010 | $ 9,180 | $ 2,100 | $ 10,800 | $ 2,080 | |||||
Subsequent Event [Member] | GHS Investments LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares sold | 4,534,293 | ||||||||||||||||||||||||||||||||||||||
Cash proceeds from common stock | $ 13,784 | ||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.005 | ||||||||||||||||||||||||||||||||||||||
Common stock, fair market value per share | $ 0.00304 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Non-related parties [Member] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares issued for services, shares | 1,800,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock, shares issued for services, amount | $ 9,000 | $ 8,800 |