Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 10, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Znergy, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 185,550,000 | |
Amendment Flag | false | |
Entity Central Index Key | 1,568,875 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 8,961 | $ 1,279 |
Accounts receivable | 23,480 | 0 |
Inventory | 19,341 | 0 |
Total current assets | 51,782 | 1,279 |
Properties under development | 0 | 1,897,000 |
Intangible assets | 1,845 | 4,345 |
TOTAL ASSETS | 53,627 | 1,902,624 |
CURRENT LIABILITIES | ||
Accounts payable | 21,811 | 20,799 |
Accrued expenses | 105,377 | 61,354 |
Customer deposits | 33,000 | 0 |
Loan with related party | 97,449 | 860,743 |
Total current liabilities | 257,637 | 942,896 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.0001 par value, 100,000,000 authorized shares; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 185,550,000 and 330,000,000 shares issued and outstanding at September 30, 2016 and December 31, 2015 | 18,555 | 33,000 |
Additional paid-in-capital | 7,432,893 | 7,897,200 |
Deferred compensation | (333,333) | 0 |
Accumulated deficit | (7,322,125) | (6,970,472) |
Total stockholders' equity (deficit) | (204,010) | 959,728 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 53,627 | $ 1,902,624 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 185,550,000 | 330,000,000 |
Common stock, shares outstanding | 185,550,000 | 330,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | $ 2,461 | $ 0 | $ 14,701 | $ 25,900 |
Selling, general and administrative expenses | 231,754 | 2,839 | 373,490 | 20,441 |
Income (loss) from operations | (229,293) | (2,839) | (358,789) | 5,459 |
Other income (expense) | ||||
Other income | 0 | 0 | 7,136 | 0 |
Total other income (expense) | 0 | 0 | 7,136 | 0 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (229,293) | $ (2,839) | $ (351,653) | $ 5,459 |
Net income (loss) per common share - basic and diluted (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic and diluted (in Shares) | 185,060,753 | 200,000,000 | 203,991,818 | 200,000,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
Net cash used in operating activities | $ (114,631) | $ (77,392) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Net cash used in investing activities | (1,213) | (800,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net cash provided by financing activities | 123,526 | 875,650 |
INCREASE (DECREASE) IN CASH | 7,682 | (1,742) |
CASH, BEGINNING OF PERIOD | 1,279 | 3,000 |
CASH, END OF PERIOD | 8,961 | 1,258 |
Non-cash investing and financing activities: | ||
Transfer of assets and liabilities to related party for return of common shares | $ 1,018,679 | $ 0 |
NOTE 1 - NATURE OF BUSINESS AND
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Znergy, Inc. (formerly Mazzal Holding Corp.), is a Nevada corporation (the “Company”), incorporated under the laws of the State of Nevada on January 23, 2013. The original business plan of the Company was the construction and management of multi-family home developments and the subsequent sale thereof. On October 23, 2014, the Company incorporated Command Control Center Corp. as a wholly owned subsidiary. The Company and its subsidiary planned to establish a luxury boutique hotel catering to the local religious community and religious tourists in Boston and to create a multi-use software platform which could manage every aspect of a user’s online profile. On October 26, 2015 the Company acquired Global ITS, Inc., and its wholly owned subsidiary, Znergy, Inc., in order to expand into the Energy Efficiency (EE) marketplace, focusing on commercial lighting and green project financing. On February 9, 2016, the Company agreed to sell to the Mazzal Trust the real property which the Trust had previously sold to the Company, and the Trust returned to the Company 149,950,000 of the 150,000,000 shares of the Company’s common stock owned by the Trust. The Company is now focused solely on the EE marketplace. Additionally, Nissim Trabelsi, the founder of the Company agreed to sell his 45,800,000 shares of the Company’s common stock to Lone Cypress, LLC, resulting in a change of control of the Company. In connection with the sale of his shares, Mr. Trabelsi resigned from all positions with the Company and its subsidiary, Command Control Center Corp. Basis of Presentation The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and do not include all of the information and footnotes required by GAAP for complete financial statements. All intercompany transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in these interim condensed consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2015, as filed with the Securities and Exchange Commission (“SEC”) on Form 10-K. The results of operations presented in this quarterly report are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments and accruals, consisting only of normal recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires 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 the reported amounts or revenues and expenses during the reporting period. Actual results could differ from those estimates. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of September 30, 2016, the Company had a working capital deficit of $205,855, insufficient cash resources to meet its planned business objectives, and an accumulated deficit of $7, 322,125 The Company is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. No assurances can be made that management will be successful in pursuing any of these strategies. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 3 - LOANS WITH RELATED PAR
NOTE 3 - LOANS WITH RELATED PARTY | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | NOTE 3 – LOANS WITH RELATED PARTY September 30, 2016 December 31, 2015 Loan with related party $ 97,449 $ 860,743 The above loans at September 30, 2016 from B2 Opportunity Fund, LLC, an affiliate, and are |
NOTE 4 - STOCKHOLDERS' EQUITY
NOTE 4 - STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4 – STOCKHOLDERS’ EQUITY Common Stock On February 9, 2016, the Company agreed to sell to the Mazzal Trust the real property which the Trust had previously sold to the Company, and the Trust returned to the Company 149,950,000 of the 150,000,000 shares of the Company’s common stock owned by the Trust. These shares returned to the Company were canceled (see NOTE 5). Command Control Center Corp. (“Command Control”), a wholly owned subsidiary of the Company, filed an S-1 registration statement in March 2015 to register the sale by Command Control of up to 80,000,000 shares of its common stock in an initial public offering. As of the date of this Quarterly Report, Command Control had received comments from the SEC on the registration statement and plans to reply to these comments and pursue this filing until it is declared effective. No shares of Command Control’s common stock had been sold under the registration statement as of the date of this Report. On June 1, 2016, the Company filed a registration statement under Form S-8 to register 40,000,000 common shares under its 2015 Incentive Stock Option and Restricted Stock Plan On June 6, 2016, the Company entered into a one year consulting agreement which agreement called for the issuance of 5,000,000 shares of the Company’s common stock which shares were issued pursuant to the above S-8. The fair value of the shares was based on the trading price of the Company’s common stock and aggregated $500,000. The value of the shares is being charged to operations over the one year term and $166,667 was charged to operations during the period and $333,333 has been recorded as deferred compensation. On September 28, 2016, the Company entered into an employment agreement with David Baker to serve as our Senior Vice President, which agreement called for the issuance of 500,000 shares of the Company’s common stock as well as the granting of 5,000,000 options to purchase shares of the Company’s common stock. These options have a strike price of $0.10 per share, a three-year term, and vest quarterly two options for every dollar of net operating income before tax recognized by the Company. To date no options have been issued. The issuance of the 500,000 shares of common stock to Mr. Baker was charged to operations during the quarter at the fair value of the shares on the date of issuance, $30,500. |
NOTE 5 - RELATED PARTY TRANSACT
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 – RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The following persons have been identified as related parties: Mr. Nissim Trabelsi – Former director and stockholder – no longer a related party as of February 9, 2016. The Mazzal Living Trust – Former majority stockholder – no longer a related party as of February 9, 2016. Lone Cypress, LLC – managed by Christopher Floyd, our CEO and director, directly owns 30.07% of our common stock. On February 9, 2016, the Company, Nissim Trabelsi, Shawn Telsi, the Mazzal Living Trust, the majority shareholder of the Company (the “Trust”), and B2 Opportunity Fund, LLC, a Nevada limited liability company (“B2”), entered into an Amended Master Stock Purchase Agreement (the “Master Agreement”). Pursuant to the Master Agreement, Mr. Trabelsi and Mr. Telsi agreed to sell all of the shares of the Company’s common stock owned by them, 45,800,000 shares and 9,500,000 shares, respectively, to B2 or B2’s designees. In connection with the Master Agreement, B2 paid $315,000 to Mr. Trabelsi for his and Mr. Telsi’s shares. Also in connection with the Master Agreement, the Company agreed to sell to the Trust all of its real property with a carrying value of $1,897,000, and the Trust assumed a related party loan with a carrying value of $853,521 and accounts payable and accrued expenses with a carrying value of $24,500. In exchange the Trust returned to the Company 149,950,000 of the 150,000,000 shares of the Company’s common stock owned by the Trust. In connection with the execution of the Master Agreement, the Company canceled the 149,950,000 shares of common stock conveyed by the Trust. In connection with the sale of his and Mr. Telsi’s shares, Mr. Trabelsi appointed Christopher J. Floyd to the Board of Directors of the Company and to the Board of Directors of Command Control. Mr. Trabelsi also appointed Mr. Floyd as the CEO, CFO, and Secretary of both the Company and of Command Control. Following Mr. Trabelsi’s appointment of Mr. Floyd to the boards of directors and as officer of the Company and Command Control, Mr. Trabelsi resigned from all positions with the Company and with Command Control, effective immediately. |
NOTE 6 - LITIGATION
NOTE 6 - LITIGATION | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6 – LITIGATION On September 26, 2016, the Company filed in the United States District Court for the Middle District of Florida a Complaint against defendants The Mazzal Trust, Nissim S. Trabelsi and Shawn Telsi (collectively the "Defendants"), seeking the disgorgement of profits obtained by Defendants and certain of their shareholder affiliates defined under Rule 16a-1(a)(1) under the Exchange Act defined below (collectively, the "Group") through "short swing profits" in violation of Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Specifically, the Company alleged that the Group acted under the guidance and control of the Defendants, whose individual defendants had filed forms 3 and 4 with the Securities and Exchange Commission (the "SEC"), declaring themselves to be "insiders" for the purpose of Section 16(b). The Group owned 100% of the shares of Registrant at the time that members of the Group were engaged in the sale and purchase of such shares. The sales and purchases referenced all occurred within six months of other sales and purchases, subjecting Defendants to disgorge to the Company all profits made by the Group in such sales and purchases. As detailed in paragraphs 16-22 of the Complaint, the total profits received by the Group is $1,695,689. Accordingly, the Company has demanded the return of all such profits to the Company plus the statutory payment of attorneys' fees. The return of such profits from Defendants to the Company would materially improve the financial condition of the Company; however, it is uncertain at the date of this filing the actual amount, if any, to be recovered and when such recovery might occur. As such, no provision for any recovery has been recognized on the company’s financial statements. |
NOTE 3 - LOANS WITH RELATED P12
NOTE 3 - LOANS WITH RELATED PARTY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | September 30, 2016 December 31, 2015 Loan with related party $ 97,449 $ 860,743 |
NOTE 1 - NATURE OF BUSINESS A13
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) - shares | Feb. 09, 2016 | Mar. 13, 2013 |
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) [Line Items] | ||
Stock Repurchased and Retired During Period, Shares | 149,950,000 | |
Stock Issued During Period, Shares, Acquisitions | 150,000,000 | |
Lone Cypress, LLC [Member] | Nissim Trabelsi [Member] | ||
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) [Line Items] | ||
Related Party Transaction, Shares | 45,800,000 |
NOTE 2 - GOING CONCERN (Details
NOTE 2 - GOING CONCERN (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital (Deficit) | $ (205,855) | |
Retained Earnings (Accumulated Deficit) | $ (7,322,125) | $ (6,970,472) |
NOTE 3 - LOANS WITH RELATED P15
NOTE 3 - LOANS WITH RELATED PARTY (Details) - Schedule of Related Party Loans - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Related Party Loans [Abstract] | ||
Loan with related party | $ 97,449 | $ 860,743 |
NOTE 4 - STOCKHOLDERS' EQUITY (
NOTE 4 - STOCKHOLDERS' EQUITY (Details) - USD ($) | Sep. 28, 2016 | Jun. 06, 2016 | Feb. 09, 2016 | Mar. 13, 2013 | Sep. 30, 2016 | Jun. 01, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
NOTE 4 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||
Stock Repurchased and Retired During Period, Shares | 149,950,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 150,000,000 | |||||||
Stock Issued During Period, Shares, Issued for Services | 5,000,000 | |||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 500,000 | |||||||
Issuance of Stock and Warrants for Services or Claims (in Dollars) | $ 166,667 | |||||||
Deferred Compensation Equity (in Dollars) | $ 333,333 | $ 0 | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000,000 | |||||||
Option, Exercise Price (in Dollars per share) | $ 0.10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest quarterly two options for every dollar of net operating income before tax recognized by the Company | |||||||
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars) | $ 30,500 | |||||||
2015 Incentive Stock Option and Restricted Stock Plan [Member] | ||||||||
NOTE 4 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 40,000,000 | |||||||
Command Control Center Corp. [Member] | ||||||||
NOTE 4 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 80,000,000 |
NOTE 5 - RELATED PARTY TRANSA17
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS (Details) - USD ($) | Feb. 09, 2016 | Mar. 13, 2013 | Sep. 30, 2016 |
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS (Details) [Line Items] | |||
Stock Repurchased During Period, Shares | 149,950,000 | ||
Stock Issued During Period, Shares, Acquisitions | 150,000,000 | ||
Stock Repurchased and Retired During Period, Shares | 149,950,000 | ||
Lone Cypress, LLC [Member] | |||
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 30.07% | ||
Majority Shareholder [Member] | |||
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS (Details) [Line Items] | |||
Related Party Transaction, Amounts of Transaction (in Dollars) | $ 24,500 | ||
Fair Value of Assets Acquired (in Dollars) | 1,897,000 | ||
Liabilities Assumed (in Dollars) | 853,521 | ||
B2 Opportunity Fund, LLC [Member] | |||
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS (Details) [Line Items] | |||
Related Party Transaction, Amounts of Transaction (in Dollars) | $ 315,000 | ||
B2 Opportunity Fund, LLC [Member] | Nissim Trabelsi [Member] | |||
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS (Details) [Line Items] | |||
Related Party Transaction, Shares | 45,800,000 | ||
B2 Opportunity Fund, LLC [Member] | Shawn Telsi [Member] | |||
NOTE 5 - RELATED PARTY TRANSACTIONS AND DISPOSITION OF ASSETS (Details) [Line Items] | |||
Related Party Transaction, Shares | 9,500,000 |
NOTE 6 - LITIGATION (Details)
NOTE 6 - LITIGATION (Details) | Sep. 26, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Loss Contingency, Damages Sought, Value | $ 1,695,689 |