Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 24, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Znergy, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 200,150,000 | ||
Entity Public Float | $ 13,200,000 | ||
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 | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 40,507 | $ 1,279 |
Accounts receivable | 79,612 | 0 |
Prepaid expenses | 3,750 | 0 |
Inventory | 192,105 | 0 |
Total current assets | 315,974 | 1,279 |
Properties held for sale | 0 | 1,897,000 |
Equipment and furniture, net | 2,567 | 0 |
Intangible assets, net | 1,845 | 4,345 |
TOTAL ASSETS | 320,386 | 1,902,624 |
CURRENT LIABILITIES | ||
Accounts payable | 284,930 | 20,799 |
Accrued expenses | 139,336 | 61,354 |
Customer deposits | 6,605 | 0 |
Advances | 60,000 | 0 |
Loan from related party | 135,749 | 860,743 |
Total current liabilities | 626,620 | 942,896 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' 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; 193,150,000 and 330,000,000 shares issued and outstanding at December 31, 2016 and December 31, 2015 | 19,315 | 33,000 |
Additional paid-in-capital | 7,626,099 | 7,897,200 |
Accumulated deficit | (7,951,648) | (6,970,472) |
Total stockholders' deficit | (306,234) | 959,728 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 320,386 | $ 1,902,624 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 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 | 193,150,000 | 330,000,000 |
Common stock, shares outstanding | 193,150,000 | 330,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 196,828 | $ 0 |
Cost of revenue | 151,546 | 0 |
Gross profit | 45,282 | 0 |
Selling, general and administrative expenses | 1,033,595 | 469,473 |
Loss from operations | (988,313) | (469,473) |
Other income (expense) | ||
Other income | 7,137 | 0 |
Interest expense | 0 | (40,998) |
Purchased research and development | 0 | (5,988,000) |
Total other income | 7,137 | (6,028,998) |
Provision for income taxes | 0 | 0 |
Net loss | $ (981,176) | $ (6,498,471) |
Net loss per common share - basic and diluted (in Dollars per share) | $ 0 | $ (0.03) |
Weighted average number of shares outstanding during the year - basic and diluted (in Shares) | 197,543,151 | 227,315,068 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 20,000 | $ 1,522,200 | $ (472,001) | $ 1,070,199 |
Balance (in Shares) at Dec. 31, 2014 | 200,000,000 | |||
Common stock issued for services | $ 1,000 | 399,000 | 400,000 | |
Common stock issued for services (in Shares) | 10,000,000 | |||
Common stock issued for acquisition of Global ITS, Inc. | $ 12,000 | 5,976,000 | 5,988,000 | |
Common stock issued for acquisition of Global ITS, Inc. (in Shares) | 120,000,000 | |||
Net loss | (6,498,471) | (6,498,471) | ||
Balance at Dec. 31, 2015 | $ 33,000 | 7,897,200 | (6,970,472) | $ 959,728 |
Balance (in Shares) at Dec. 31, 2015 | 330,000,000 | 330,000,000 | ||
Common stock retired upon exchange of real estate assets | $ (14,995) | (1,004,897) | $ (1,019,892) | |
Common stock retired upon exchange of real estate assets (in Shares) | (149,950,000) | |||
Contributed services | 10,760 | 10,760 | ||
Common stock issued for services | $ 1,310 | 925,190 | 926,500 | |
Common stock issued for services (in Shares) | 13,100,000 | |||
Deferred compensation | (208,333) | (208,333) | ||
Stock options | 6,180 | 6,180 | ||
Net loss | (981,176) | (981,176) | ||
Balance at Dec. 31, 2016 | $ 19,315 | $ 7,626,099 | $ (7,951,648) | $ (306,234) |
Balance (in Shares) at Dec. 31, 2016 | 193,150,000 | 193,150,000 |
CONSOLIDATED STATEMENT OF CHAN6
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) | Dec. 31, 2015$ / shares |
Common Stock [Member] | |
Stock issued, price per share | $ 0.04 |
Global ITS, Inc. [Member] | Common Stock [Member] | |
Stock issued, price per share | $ 0.049 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
Net loss | $ (981,176) | $ (6,498,471) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,733 | 1,250 |
Common stock issued for purchased research and development | 0 | 5,988,000 |
Common stock and options issued for services | 724,346 | 400,000 |
Contributed services | 10,760 | 0 |
Bank fees and interest paid by related party | 0 | 41,000 |
Accounts receivable | (79,612) | 0 |
Inventory | (192,104) | 0 |
Prepaid expenses | (3,750) | 300 |
Accounts payable & accrued expenses | 365,399 | 58,529 |
Deferred revenue | 6,605 | 0 |
Net cash used in operating activities | (146,799) | (9,392) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Equipment & furniture | (2,800) | 0 |
Cash acquired with acquisition | 100 | |
Net cash (used in) provided by investing activities | (2,800) | 100 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds (repayment) advances from third parties | 60,000 | 0 |
Proceeds (repayment) advances from related party | 128,827 | 7,571 |
Net cash provided by financing activities | 188,827 | 7,571 |
INCREASE (DECREASE) IN CASH | 39,228 | (1,721) |
CASH, BEGINNING OF YEAR | 1,279 | 3,000 |
CASH, END OF YEAR | 40,507 | 1,279 |
Interest paid in cash for the period | 0 | 0 |
Income taxes paid in cash for the period | 0 | 0 |
Non-cash investing and financing activities: | ||
Net liabilities assumed in acquisition | 0 | 1,527 |
Related party loans - direct payments for real property | 0 | 415,000 |
Real property acquired with bank loan | 0 | 385,000 |
Direct repayment of bank loan by related party | 0 | 385,000 |
Transfer of assets and liabilities to related party for return of common shares | $ 1,019,893 | $ 0 |
NOTE 1 - NATURE OF BUSINESS AND
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 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., formerly Boston Investment and Development Corp.) is a Nevada corporation (the “Company”), incorporated 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 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 with an emphasis on LED retrofitting and relamping. Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates 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. The Company’s significant estimates Cash Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation. Revenue Recognition The Company accounts for revenue using the “completed contract method” in accordance with ASC 605-35. Under this method, contract costs are accumulated as deferred assets and billings and/or cash receipts are recorded to a deferred revenue liability account during the contract period but no revenues, costs or profits are recognized in operations until the completion of the contract. Costs include direct material, direct labor, subcontract labor and allocable indirect costs. All unallocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss when such loss is determined. The deferred asset (accumulated contract costs) in excess of the deferred liability (billings and/or cash received) is classified as a current asset under “Costs in excess of billings on uncompleted contracts.” The deferred liability (billings and/or cash received) in excess of the deferred asset (accumulated contract costs) is classified under current liabilities as “Billings in excess of costs on uncompleted contracts.” A contract is considered complete when accepted by the customer. The Company quotes its customers the total costs of product installation and materials minus the expected rebates, if any, from a given utility. For projects larger than $10,000, rebates must be pre-approved by the utility. Rebate revenue is recognized when a project is completed and the rebate paperwork is submitted to and approved by the utility. Accounts receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on their assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance account and a credit to accounts receivable. Inventory Inventory consists of a variety of LED lamps, all of which are valued at the lower of actual costs from our suppliers or market. Real estate assets Real estate assets are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of properties are capitalized. Acquisition-related costs are expensed as incurred. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. As of December 31, 2015 the Company’s real estate assets consist of land held for sale which is not subject to depreciation (see Notes 6 and 10). Furniture, fixtures equipment Furniture, fixtures and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight line basis over the estimated useful lives of the assets. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts. Impairment Long-Lived Assets For purposes of recognition and measurement of an impairment loss, a long-lived asset or assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses the impairment of long-lived assets (including identifiable intangible assets) annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When management determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, we test for any impairment based on a projected undiscounted cash flow method. Projected future operating results and cash flows of the asset or asset group are used to establish the fair value used in evaluating the carrying value of long-lived and intangible assets. The Company estimates the future cash flows of the long-lived assets using current and long-term financial forecasts. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If this were the case, an impairment loss would be recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. At December 31, 2016 and 2015, the Company believes that no impairment of its long-lived assets is required. Accounts payable and accrued expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Loss per share The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. At December 31, 2015 and 2016, any potentially dilutive shares (consisting of 7,400,000 options) were not considered in the calculation of the loss per share as their effect would be anti-dilutive. Stock-Based Compensation Certain employees, officers, directors, and consultants of the Company participate in incentive plans that provide for granting stock options and performance-based awards. Time based stock options generally vest in equal increments over a two -year period and expire on the third anniversary following the date of grant. Performance-based stock options vest once the applicable performance conditions are satisfied. The Company recognizes stock-based compensation for equity awards granted to employees, officers, directors and consultants as compensation and benefits expense in the consolidated statements of operations. The fair value of stock options is estimated using a Black-Scholes valuation model on the date of grant. Stock-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period. For performance-based stock options, compensation is recognized once the applicable performance condition is satisfied. The Company recognizes stock-based compensation for equity awards granted as selling, general and administrative expense in the consolidated statements of operations. The fair value of restricted stock awards is equal to the closing price of the Company’s stock on the date of grant multiplied by the number of shares awarded. Stock-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period. Income taxes In accordance with FASB ASC 740, “Income Taxes” (“ASC 740”), deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. The Company has recorded a valuation allowance against its deferred tax assets based on the history of losses incurred. ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of December 31, 2016, the Company does not believe a liability for any unrecognized tax benefits exists. The Company has not filed required income tax returns to date. While for federal income tax purposes the net operating losses would eliminate the federal income tax liability, we may be subject to penalties and minimum state income tax. All tax periods from inception remain open to examination by taxing authorities due to the non-filing and the net operating losses. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2014-09, Revenue From Contracts With Customers In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In July 2015, the FASB issued ASU No. 2015-11, (“ASU 2015-11”), Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires an entity to measure in scope inventory at the lower of cost and net realizable value. The amendment does not apply to inventory that is measured using the last-in, first-out or the retail inventory method. For public entities, ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and is to be applied prospectively. We do not expect the adoption of this standard will have a material effect on our consolidated financial statements. On February 24, 2016, the FASB issued ASU No. 2016-02, Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects related to the accounting and presentation of share-based payments. The amendments require entities to record all tax effects related to share-based payments at settlement or expiration through the income statement and the windfall tax benefit to be recorded when it arises, subject to normal valuation allowance considerations. All tax-related cash flows resulting from share-based payments are required to be reported as operating activities in the statement of cash flows. The updates relating to the income tax effects of the share-based payments including the cash flow presentation must be adopted either prospectively or retrospectively. Further, the amendments allow the entities to make an accounting policy election to either estimate forfeitures or recognize forfeitures as they occur. If an election is made, the change to recognize forfeitures as they occur must be adopted using a modified retrospective approach with a cumulative effect adjustment recorded to opening retained earnings. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. Adoption of this standard did not have any material effect on the Company’s financial statements for the period ended December 31, 2016. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 3 - GOING CONCERN
NOTE 3 - GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 – 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 December 31, 2016, the Company has a working capital deficit of $310,646, insufficient cash resources to meet its planned business objectives and accumulated losses from operations of $7,951,648. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements through March 2018. The Company is dependent upon, among other things, obtaining additional financing to continue operations and to execute 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 4 - INTANGIBLE ASSETS
NOTE 4 - INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 4 – INTANGIBLE ASSETS The Company was granted a federally registered trademark for “ZNERGY”. The cost of applying for and prosecuting this trademark was $1,845 which cost was accounted for as an intangible asset. |
NOTE 5 - REAL ESTATE HELD FOR S
NOTE 5 - REAL ESTATE HELD FOR SALE AND DEVELOPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] | NOTE 5 – REAL ESTATE HELD FOR SALE AND DEVELOPMENT During March 2013, the Company entered into a standard Land Purchase and Sale Agreement with the Mazzal Trust, a related party, for the acquisition of land and buildings located in Taunton, MA for the purchase price of one hundred and fifty million shares of common stock in the Company. The land was originally been recorded at $1,500,000 by the Company and the carrying amount was subsequently reduced to $1,072,000 to reflect the actual cost to the Mazzal Trust. The property title was transferred on May 29, 2013, in accordance with the Land Purchase and Sale Agreement. This property had originally been classified as land held for development and was reclassified as held for sale upon our decision to sell it. The land includes costs attributable to the development activities; such as land, architect, engineering and construction costs amounting to $25,000. During April, 2015, the Company acquired a parcel of land located in West Roxbury MA for the purchase of $800,000 from a third party. The purchase price was paid with a loan from a bank in the amount of $385,000 and a loan from a related party in the amount of $415,000. The bank loan was paid off on September 30, 2015, by the related party and the balance paid including accrued interest was added to his related party loan (see Notes 6 and 11). At December 31, 2015, all real estate held by the Company was classified as real estate held for sale. |
NOTE 6 - LOANS WITH RELATED PAR
NOTE 6 - LOANS WITH RELATED PARTY | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | NOTE 6 – LOAN WITH RELATED PARTY December 31, 2016 December 31, 2015 Loans with related parties: Mazzal Holding Corp. affiliates $ - $ 860,743 Znergy, Inc. officers and stockholders 135,749 - TOTAL $ 135,749 $ 860,743 The above loans are unsecured, bear no interest and are repayable on demand. |
NOTE 7 - STOCKHOLDERS' EQUITY
NOTE 7 - STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 – STOCKHOLDERS’ EQUITY Common Stock On January 15, 2015 Mazzal Holding Corp. adopted the 2015 Stock Option and Restricted Stock Plan (the “Plan”). In connection with adopting the Plan, the Voting Shareholders also approved a resolution that up to 45,000,000 shares of our common stock may be issued under the terms and conditions of the Plan . On January 23, 2015, the Company increased its authorized shares of common stock to 500,000,000. On January 26, 2015, the Board authorized a 10 for 1 forward stock split. All share and per share data in the accompanying financial statements and footnotes has been adjusted retrospectively for the effects of the stock split. On April 7, 2015, the Company issued 10,000,000 shares of common stock for services registered on Form S-8. These shares were valued at the trading price of the shares of $.04 on the date it was agreed that the shares would be issued of $400,000. On October 26, 2015, the Company entered into a Share Exchange Agreement with Global ITS, Inc. (Global), and the shareholders of Global, pursuant to which the Company exchanged 120,000,000 of its common shares valued at the trading price of our common stock of $5,988,000 for 24,000,000 Global common shares held by Global’s shareholders representing 100% of Global’s outstanding shares. 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. On June 6, 2016, the Company issued 5,000,000 shares of common stock for future services registered on Form S-8. These shares were valued at $0.10 per share ($500,000), the closing price of the shares on that date. The value of these shares has been booked as Deferred Compensation which is being amortized over the one-year term of the agreement. On September 28, 2016, the Company entered into an employment agreement with Dave Baker (see Note 12) to serve as our Senior Vice President. As part of the agreement, Mr. Baker was granted 500,000 shares of common stock of the Company, vested immediately, which shares were valued at $30,500 ($0.061 per share, the closing price of the shares on the date of grant) and was granted 5,000,000 options to purchase common stock of the Company at $0.10 per share (the “Options”). The Options have a three-year expiration and vest one option for every two dollars in revenue recognized by the Company. On November 12, 2016, in conjunction with the execution of an Advisory Agreement, the Company issued to Renitia Bertoluzzi 100,000 shares of its common stock, vested immediately, which shares were valued at $6,000 ($0.060 per share, the closing price of the shares on the date of grant) and options to purchase up to 400,000 shares of common stock of the Company at a price of $0.10 per share. The options vest in equal amounts over the eight quarters following the date of execution of the Advisory Agreement. On December 1, 2016, in conjunction with his promotion to Chief Operating Officer, the Company issued to Dave Baker 4,500,000 shares of its common stock, vested immediately, which shares were value at $270,000 ($0.060 per share, the closing price of the shares on the date of grant). On December 31, 2016 the Company appointed Arthur Fillmore to the board of directors as well as General Counsel to the Company. In conjunction with his appointment, the Company issued to Mr. Fillmore 3,000,000 shares of its common stock vested immediately, which shares were valued at $120,000 ($0.040 per share, the closing price of the shares on the date of grant). Concomitantly, the Company entered into a consulting agreement with Mr. Fillmore’s employer, AEGIS Professional. This consulting agreement has a term of three years. Upon executing the agreement, the Company issued AEGIS Professional an option to purchase 2,000,000 shares of its common stock at $0.10 per share and a term of 3-years. There were no options issued or outstanding as of December 31, 2015. The following table shows the stock option activity during the year ended December 31, 2016: Number Of Options Weighted Average Exercise Price Options outstanding at beginning of year - Changes during the year: Granted - at market price 7,400,000 0.10 Exercised - 0.10 Expired - 0.10 Options outstanding at end of year 7,400,000 0.10 Options exercisable at end of year 112,359 Weighted average fair value of options granted during the year $ 375,800 Options issued were valued using the Black-Sholes model assuming zero dividends, a $0.10 strike price, 3-year expiration, 2% risk-free rate and volatility of 205%. Costs incurred in respect of stock based compensation for employees, advisors and consultants, for the years ended December 31, 2016 and 2015 were $724,347 and $-0- respectively. Deferred compensation cost related to common stock issuances was $208,333, which amount is expected to be recognized over approximately 5 months and unrecognized compensation costs related to options was $369,620 which is expected to be recognized over approximately 22 months. As of December 31, 2016, none of the currently exercisable stock options had intrinsic value. The intrinsic value of each option share is the difference between the fair market value of our common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the assumed market value of our common stock on December 31, 2016 of $0.04 per share. There were no in-the-money options outstanding and exercisable as of December 31, 2016, since the exercise prices of the stock options outstanding and expected to vest were all greater than the fair value of our common stock. The following table presents changes in the number of non-exercisable options during 2016: Non-exercisable options Number Issued Average Exercise Price Total non-exercisable options outstanding - December 31, 2015 - Options issued 7,400,000 0.10 Options expired - 0.10 Options cancelled - 0.10 Options vested (112,359 ) 0.10 Total non-exercisable options outstanding - December 31,2016 7,287,641 |
NOTE 8 - INCOME TAXES
NOTE 8 - INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8 – INCOME TAXES No provision was made for federal income taxes since the Company has net operating losses for which the related deferred tax asset has been offset by a full valuation allowance. At December 31, 2016, the Company had operating loss carryforwards of approximately $630,968 as shown in the table below: Accumulated deficit $ 7,951,648 Shares and options issued for services (1,332,680 ) Shares issued for purchased research in acquisition (5,988,000 ) Operating loss available to offset income $ 630,968 The net operating loss carry-forwards may be used to reduce taxable income through the year 2035. The principal difference between the net operating loss for book purposes and income tax purposes results from non-cash charges to operations related to common shares issued for services and acquisitions that are not currently deductible for income tax purposes. The availability of the Company’s net operating loss carry-forwards are subject to significant limitation if there is more than 50% positive change in the ownership of the Company’s stock. Income Tax at Statutory Rate 34 % Effect of Valuation Allowance (34 %) - |
NOTE 9 - ACQUISITION
NOTE 9 - ACQUISITION | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 9 – ACQUISITION On October 26, 2015, the Company entered into a Share Exchange Agreement (the Agreement) with Global ITS, Inc. (Global), a Wyoming corporation and its wholly owned subsidiary Znergy, Inc (Znergy) a Florida corporation and the shareholders of Global, pursuant to which the Company exchanged 120,000,000 of our common shares (the Company Shares) for 24,000,000 Global common shares held by Global’s shareholders representing 100% of Global’s outstanding shares (the Share Exchange). Global’s financial results are consolidated with Mazzal’s as of the acquisition date. Global’s and Znergy’s operations were nominal since their inceptions. The transaction was accounted for as a business combination. Fair values of the assets acquired and liabilities assumed in acquisition of Global are summarized below: Current assets – cash $ 100 Intangible assets 5,595 Total assets acquired 5,695 Current liabilities 7,222 Net liabilities assumed 1,527 Purchased research and development 5,988,000 Purchase price $ 5,989,527 The Consideration consisted of the issuance of 120,000,000 common shares with a fair value of $5,988,000 which was expensed as purchased research and development. The unaudited results of operations had the acquisition been made at the beginning of 2015 would have been as follows: 2015: Revenue $ - Net loss $ (6,499,000 ) Net loss per share $ (0.03 ) |
NOTE 10 - SALE OF REAL ESTATE A
NOTE 10 - SALE OF REAL ESTATE AND RETIREMENT OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Sale of Real Estate and Retirement of Common Sotck [Abstract] | |
Sale of Real Estate and Retirement of Common Sotck [Text Block] | NOTE 10 – SALE OF REAL ESTATE AND RETIREMENT OF COMMON STOCK On February 9, 2016, the Company agreed to sell to the Mazzal Trust (the “Trust”) all of its real property with a carrying value of $1,897,000 and the Trust assumed the related party loan with a carrying value of $860,743 and accounts payable and accrued expenses with a carrying value of $16,364. 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 and the Company canceled the 149,950,000 shares of common stock conveyed by the Trust. In connection with his sale of his and Mr. Telsi’s shares, Mr. Trabelsi appointed Christopher J. Floyd to the Board of Directors of the Company. Mr. Trabelsi also appointed Mr. Floyd as the CEO, CFO, and Secretary of the Company. Following Mr. Trabelsi’s appointment of Mr. Floyd to the boards of directors and as an officer of the Company, Mr. Trabelsi resigned from all positions with the Company effective immediately. |
NOTE 11 - LEGAL ISSUES
NOTE 11 - LEGAL ISSUES | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Legal Matters and Contingencies [Text Block] | NOTE 11 – LEGAL ISSUES 16(b) Litigation On September 26, 2016, Registrant 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, Registrant 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 with six months of other sales and purchases, subjecting Defendants to disgorge to Registrant 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, Registrant has demanded the return of all such profits to Registrant plus the statutory payment of attorneys’ fees. VStock Transfer Communications On January 26, 2017, the Company received an email from its transfer agent, VStock Transfer, LLC, (“VStock”) informing the Company that it had been served with a Summons and Complaint (B2 Opportunity Fund (“B2”) v. Trabelsi et al. - Index No.:17-CV-10043, the “Claim”) and further stating that the Company was obligated to indemnify VStock for fees and expenses incurred in defending the Claim. The Company responded on February 24, 2017 stating that (1) we reviewed the Transfer Agent and Registrar Agreement between Mazzal and VStock dated May 20, 2014 and that in Article VI(c) of that agreement it states that indemnification will not be offered if the acts of VStock constitute bad faith or gross negligence, (2) we reviewed the lawsuit filed by B2 against VStock and others and find that VStock’s actions constitute gross negligence and perhaps bad faith, and we therefore deny indemnification of VStock relating to the Claim, and (3) should VStock take any action to seek indemnification by Znergy in any manner, Znergy will either join B2 in its lawsuit or will file an action on its own. The Company terminated its agreement with VStock. Management cannot at this time estimate what, if any, financial impact this matter will have on the Company. |
NOTE 12 - COMMITMENTS AND CONCE
NOTE 12 - COMMITMENTS AND CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 – COMMITMENTS AND CONCENTRATIONS The Company at this time has one principal supplier. All EE sales were made in the fourth quarter of 2016 and aggregated $182,127. 82% of the Company’s revenue was generated from one customer and 91% of accounts receivable consisting of rebates is due from one utility. The Company has no leases and no employment agreements other than that with our Chief Operating Officer, Mr. Baker. Mr. Baker’s agreement, dated September 28, 2016, has a term of three years, specifies an annual base salary of $100,000 which salary will be reviewed by the Compensation Committee of the Board of Directors by April 15, 2017 and annually thereafter, a signing bonus of $10,000 and a bonus in January 2017 equal to 6% of the total revenue generated by Mr. Baker in the fourth quarter of 2016. In addition, Mr. Baker was granted 500,000 shares of common stock of the Company, vested immediately, and was granted 5,000,000 options to purchase common stock of the Company at $0.10 per share (the “Options”). The Options have a three-year expiration and vest one option for every two dollars of revenue recognized by the Company. |
NOTE 13 - SUBSEQUENT EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 – SUBSEQUENT EVENTS On January 23, 2017 the Company entered into a consulting agreement with Venture Legal Services, PLLC, to provide legal and strategic advisory services for the Company. In conjunction with the execution of this agreement, the Company granted Venture options to purchase up to 2,000,000 shares of its common stock at a price of $0.10 per share. The options have an expiration of three years from the date of issue and vest one option for every two dollars of revenue recognized by the Company on a quarterly basis. On January 26, 2017 the Company appointed Richard Mikles as Chairman of the board of directors and issued to Mr. Mikles 3,000,000 shares of its common stock vested immediately, and 4,000,000 options to purchase shares of common stock of the Company at a price of $0.10 per share said options vesting equally over eight quarters and having an expiration of three years from the date of issue. Concomitantly, the Company entered into a consulting agreement with Mr. Mikles to provide marketing, strategic, and organizational services to the Company. Upon execution of this consulting agreement the Company issued 2,000,000 shares of common stock, vested immediately, and 5,000,000 options to purchase shares of common stock of the Company at a price of $0.10 per share said options to vest quarterly in the amount of one option for every two dollars of revenue recognized by the Company. On January 31, 2017 the Company appointed Kevin Harrington to its Board of Directors and issued 2,000,000 shares of its common stock, vested immediately, and 4,000,000 options to purchase shares of common stock of the Company at a price of $0.10 per share said options vesting equally over eight quarters and having an expiration of three years from the date of issue. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates 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. The Company’s significant estimates |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company accounts for revenue using the “completed contract method” in accordance with ASC 605-35. Under this method, contract costs are accumulated as deferred assets and billings and/or cash receipts are recorded to a deferred revenue liability account during the contract period but no revenues, costs or profits are recognized in operations until the completion of the contract. Costs include direct material, direct labor, subcontract labor and allocable indirect costs. All unallocable indirect costs and corporate general and administrative costs are charged to the periods as incurred. However, in the event a loss on a contract is foreseen, the Company will recognize the loss when such loss is determined. The deferred asset (accumulated contract costs) in excess of the deferred liability (billings and/or cash received) is classified as a current asset under “Costs in excess of billings on uncompleted contracts.” The deferred liability (billings and/or cash received) in excess of the deferred asset (accumulated contract costs) is classified under current liabilities as “Billings in excess of costs on uncompleted contracts.” A contract is considered complete when accepted by the customer. The Company quotes its customers the total costs of product installation and materials minus the expected rebates, if any, from a given utility. For projects larger than $10,000, rebates must be pre-approved by the utility. Rebate revenue is recognized when a project is completed and the rebate paperwork is submitted to and approved by the utility. |
Receivables, Policy [Policy Text Block] | Accounts receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a provision for bad debt expense and an adjustment to a valuation allowance based on their assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance account and a credit to accounts receivable. |
Inventory, Policy [Policy Text Block] | Inventory Inventory consists of a variety of LED lamps, all of which are valued at the lower of actual costs from our suppliers or market. |
Real Estate, Policy [Policy Text Block] | Real estate assets Real estate assets are stated at cost less accumulated depreciation and amortization. Costs directly related to the acquisition, development and construction of properties are capitalized. Acquisition-related costs are expensed as incurred. Capitalized development and construction costs include pre-construction costs essential to the development of the property, development and construction costs, interest, property taxes, insurance, salaries and other project costs incurred during the period of development. As of December 31, 2015 the Company’s real estate assets consist of land held for sale which is not subject to depreciation (see Notes 6 and 10 |
Property, Plant and Equipment, Policy [Policy Text Block] | Furniture, fixtures equipment Furniture, fixtures and equipment are recorded at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on the straight line basis over the estimated useful lives of the assets. Ordinary repairs and maintenance are expensed as incurred; major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Fully-depreciated assets are removed from the accounts. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment Long-Lived Assets For purposes of recognition and measurement of an impairment loss, a long-lived asset or assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses the impairment of long-lived assets (including identifiable intangible assets) annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When management determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, we test for any impairment based on a projected undiscounted cash flow method. Projected future operating results and cash flows of the asset or asset group are used to establish the fair value used in evaluating the carrying value of long-lived and intangible assets. The Company estimates the future cash flows of the long-lived assets using current and long-term financial forecasts. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If this were the case, an impairment loss would be recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. At December 31, 2016 and 2015, the Company believes that no impairment of its long-lived assets is required. |
Accounts Payable and Accrued Liabilities Disclosure, Policy [Policy Text Block] | Accounts payable and accrued expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Earnings Per Share, Policy [Policy Text Block] | Loss per share The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. At December 31, 2015 and 2016, any potentially dilutive shares (consisting of 7,400,000 options) were not considered in the calculation of the loss per share as their effect would be anti-dilutive. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Certain employees, officers, directors, and consultants of the Company participate in incentive plans that provide for granting stock options and performance-based awards. Time based stock options generally vest in equal increments over a two -year period and expire on the third anniversary following the date of grant. Performance-based stock options vest once the applicable performance conditions are satisfied. The Company recognizes stock-based compensation for equity awards granted to employees, officers, directors and consultants as compensation and benefits expense in the consolidated statements of operations. The fair value of stock options is estimated using a Black-Scholes valuation model on the date of grant. Stock-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period. For performance-based stock options, compensation is recognized once the applicable performance condition is satisfied. The Company recognizes stock-based compensation for equity awards granted as selling, general and administrative expense in the consolidated statements of operations. The fair value of restricted stock awards is equal to the closing price of the Company’s stock on the date of grant multiplied by the number of shares awarded. Stock-based compensation is recognized over the requisite service period of the individual awards, which generally equals the vesting period. |
Income Tax, Policy [Policy Text Block] | Income taxes In accordance with FASB ASC 740, “Income Taxes” (“ASC 740”), deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. The Company has recorded a valuation allowance against its deferred tax assets based on the history of losses incurred. ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of December 31, 2016, the Company does not believe a liability for any unrecognized tax benefits exists. The Company has not filed required income tax returns to date. While for federal income tax purposes the net operating losses would eliminate the federal income tax liability, we may be subject to penalties and minimum state income tax. All tax periods from inception remain open to examination by taxing authorities due to the non-filing and the net operating losses. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2014-09, Revenue From Contracts With Customers In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In July 2015, the FASB issued ASU No. 2015-11, (“ASU 2015-11”), Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 requires an entity to measure in scope inventory at the lower of cost and net realizable value. The amendment does not apply to inventory that is measured using the last-in, first-out or the retail inventory method. For public entities, ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and is to be applied prospectively. We do not expect the adoption of this standard will have a material effect on our consolidated financial statements. On February 24, 2016, the FASB issued ASU No. 2016-02, Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. On March 30, 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects related to the accounting and presentation of share-based payments. The amendments require entities to record all tax effects related to share-based payments at settlement or expiration through the income statement and the windfall tax benefit to be recorded when it arises, subject to normal valuation allowance considerations. All tax-related cash flows resulting from share-based payments are required to be reported as operating activities in the statement of cash flows. The updates relating to the income tax effects of the share-based payments including the cash flow presentation must be adopted either prospectively or retrospectively. Further, the amendments allow the entities to make an accounting policy election to either estimate forfeitures or recognize forfeitures as they occur. If an election is made, the change to recognize forfeitures as they occur must be adopted using a modified retrospective approach with a cumulative effect adjustment recorded to opening retained earnings. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. Early adoption is permitted. Adoption of this standard did not have any material effect on the Company’s financial statements for the period ended December 31, 2016. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
NOTE 6 - LOANS WITH RELATED P22
NOTE 6 - LOANS WITH RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | December 31, 2016 December 31, 2015 Loans with related parties: Mazzal Holding Corp. affiliates $ - $ 860,743 Znergy, Inc. officers and stockholders 135,749 - TOTAL $ 135,749 $ 860,743 |
NOTE 7 - STOCKHOLDERS' EQUITY (
NOTE 7 - STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | There were no options issued or outstanding as of December 31, 2015. The following table shows the stock option activity during the year ended December 31, 2016: Number Of Options Weighted Average Exercise Price Options outstanding at beginning of year - Changes during the year: Granted - at market price 7,400,000 0.10 Exercised - 0.10 Expired - 0.10 Options outstanding at end of year 7,400,000 0.10 Options exercisable at end of year 112,359 Weighted average fair value of options granted during the year $ 375,800 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table presents changes in the number of non-exercisable options during 2016: Non-exercisable options Number Issued Average Exercise Price Total non-exercisable options outstanding - December 31, 2015 - Options issued 7,400,000 0.10 Options expired - 0.10 Options cancelled - 0.10 Options vested (112,359 ) 0.10 Total non-exercisable options outstanding - December 31,2016 7,287,641 |
NOTE 8 - INCOME TAXES (Tables)
NOTE 8 - INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Operating Loss Carryforwards [Table Text Block] | No provision was made for federal income taxes since the Company has net operating losses for which the related deferred tax asset has been offset by a full valuation allowance. At December 31, 2016, the Company had operating loss carryforwards of approximately $630,968 as shown in the table below: Accumulated deficit $ 7,951,648 Shares and options issued for services (1,332,680 ) Shares issued for purchased research in acquisition (5,988,000 ) Operating loss available to offset income $ 630,968 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The net operating loss carry-forwards may be used to reduce taxable income through the year 2035. The principal difference between the net operating loss for book purposes and income tax purposes results from non-cash charges to operations related to common shares issued for services and acquisitions that are not currently deductible for income tax purposes. The availability of the Company’s net operating loss carry-forwards are subject to significant limitation if there is more than 50% positive change in the ownership of the Company’s stock. Income Tax at Statutory Rate 34 % Effect of Valuation Allowance (34 %) - |
NOTE 9 - ACQUISITION (Tables)
NOTE 9 - ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Fair values of the assets acquired and liabilities assumed in acquisition of Global are summarized below: Current assets – cash $ 100 Intangible assets 5,595 Total assets acquired 5,695 Current liabilities 7,222 Net liabilities assumed 1,527 Purchased research and development 5,988,000 Purchase price $ 5,989,527 |
Business Acquisition, Pro Forma Information [Table Text Block] | The unaudited results of operations had the acquisition been made at the beginning of 2015 would have been as follows: 2015: Revenue $ - Net loss $ (6,499,000 ) Net loss per share $ (0.03 ) |
NOTE 1 - NATURE OF BUSINESS A26
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) - shares | Oct. 26, 2016 | Feb. 09, 2016 | Mar. 13, 2013 |
Disclosure Text Block [Abstract] | |||
Stock Repurchased and Retired During Period, Shares | 149,950,000 | ||
Stock Issued During Period, Shares, Acquisitions | 120,000,000 | 150,000,000 |
NOTE 2 - SUMMARY OF SIGNIFICA27
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,400,000 | 7,400,000 |
NOTE 3 - GOING CONCERN (Details
NOTE 3 - GOING CONCERN (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital (Deficit) | $ (310,646) | |
Retained Earnings (Accumulated Deficit) | $ (7,951,648) | $ (6,970,472) |
NOTE 4 - INTANGIBLE ASSETS (Det
NOTE 4 - INTANGIBLE ASSETS (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Disclosure Text Block [Abstract] | |
Finite-lived Intangible Assets Acquired | $ 1,845 |
NOTE 5 - REAL ESTATE HELD FOR30
NOTE 5 - REAL ESTATE HELD FOR SALE AND DEVELOPMENT (Details) - USD ($) shares in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | |
NOTE 5 - REAL ESTATE HELD FOR SALE AND DEVELOPMENT (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Purchase of Assets (in Shares) | 150 | ||||
Land Available for Development | $ 1,500,000 | $ 1,072,000 | $ 0 | $ 1,897,000 | |
Real Estate Inventory, Capitalized Interest Costs Incurred | $ 25,000 | ||||
Mortgages [Member] | |||||
NOTE 5 - REAL ESTATE HELD FOR SALE AND DEVELOPMENT (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 385,000 | ||||
Notes Payable, Other Payables [Member] | |||||
NOTE 5 - REAL ESTATE HELD FOR SALE AND DEVELOPMENT (Details) [Line Items] | |||||
Debt Instrument, Face Amount | 415,000 | ||||
Land [Member] | |||||
NOTE 5 - REAL ESTATE HELD FOR SALE AND DEVELOPMENT (Details) [Line Items] | |||||
Payments to Acquire Land | $ 800,000 |
NOTE 6 - LOANS WITH RELATED P31
NOTE 6 - LOANS WITH RELATED PARTY (Details) - Schedule of Related Party Loans - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | ||
Loans with related parties | $ 135,749 | $ 860,743 |
Mazzal Holding Corp. [Member] | Affiliated Entity [Member] | ||
Short-term Debt [Line Items] | ||
Loans with related parties | 0 | 860,743 |
Znergy, Inc. [Member] | Affiliated Entity [Member] | ||
Short-term Debt [Line Items] | ||
Loans with related parties | $ 135,749 | $ 0 |
NOTE 7 - STOCKHOLDERS' EQUITY32
NOTE 7 - STOCKHOLDERS' EQUITY (Details) - USD ($) | Dec. 31, 2016 | Dec. 01, 2016 | Nov. 12, 2016 | Oct. 26, 2016 | Sep. 28, 2016 | Jun. 06, 2016 | Feb. 09, 2016 | Apr. 07, 2015 | Jan. 26, 2015 | Mar. 13, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 23, 2015 | Jan. 15, 2015 |
NOTE 7 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||
Stockholders' Equity Note, Stock Split | 10 for 1 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | |||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.10 | $ 0.04 | ||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 400,000 | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 120,000,000 | 150,000,000 | ||||||||||||
Stock Issued During Period, Value, Acquisitions (in Dollars) | $ 5,988,000 | $ 5,988,000 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 24,000,000 | |||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||||
Stock Repurchased and Retired During Period, Shares | 149,950,000 | |||||||||||||
Investment Owned, Balance, Shares | 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 | $ 926,500 | 400,000 | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,000,000 | 4,500,000 | 100,000 | 500,000 | ||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross (in Dollars) | $ 120,000 | $ 270,000 | $ 6,000 | $ 30,500 | ||||||||||
Share Price (in Dollars per share) | $ 0.04 | $ 0.060 | $ 0.060 | $ 0.061 | $ 0.04 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | 400,000 | 5,000,000 | 7,400,000 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | 3 years | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest one option for every two dollars in revenue recognized by the Company | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | |||||||||||||
Agreement, Term | 3 years | |||||||||||||
Share-based Compensation (in Dollars) | $ 724,347 | $ 0 | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 22 months | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 369,620 | $ 369,620 | ||||||||||||
2015 Incentive Stock Option and Restricted Stock Plan [Member] | ||||||||||||||
NOTE 7 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 45,000,000 | |||||||||||||
Employee Stock Option [Member] | ||||||||||||||
NOTE 7 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||
Share Price (in Dollars per share) | $ 0.10 | $ 0.10 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 205.00% | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 208,333 | $ 208,333 | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 5 months |
NOTE 7 - STOCKHOLDERS' EQUITY
NOTE 7 - STOCKHOLDERS' EQUITY (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable - USD ($) | Dec. 31, 2016 | Nov. 12, 2016 | Sep. 28, 2016 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Abstract] | ||||
Options outstanding at beginning of year | 0 | |||
Changes during the year: | ||||
Granted - at market price | 2,000,000 | 400,000 | 5,000,000 | 7,400,000 |
Granted - at market price (in Dollars per share) | $ 0.10 | |||
Exercised | 0 | |||
Exercised (in Dollars per share) | $ 0.10 | |||
Expired | 0 | |||
Expired (in Dollars per share) | $ 0.10 | |||
Options outstanding at end of year | 7,400,000 | 7,400,000 | ||
Options outstanding at end of year (in Dollars per share) | $ 0.10 | $ 0.10 | ||
Options exercisable at end of year | 112,359 | 112,359 | ||
Weighted average fair value of options granted during the year (in Dollars) | $ 375,800 |
NOTE 7 - STOCKHOLDERS' EQUITY34
NOTE 7 - STOCKHOLDERS' EQUITY (Details) - Schedule of Share-based Compensation, Stock Options, Activity - $ / shares | Dec. 31, 2016 | Nov. 12, 2016 | Sep. 28, 2016 | Dec. 31, 2016 |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | ||||
Total non-exercisable options outstanding - December 31, 2015 | 0 | |||
Options issued | 2,000,000 | 400,000 | 5,000,000 | 7,400,000 |
Options issued (in Dollars per share) | $ 0.10 | |||
Options expired | 0 | |||
Options expired (in Dollars per share) | $ 0.10 | |||
Options cancelled | 0 | |||
Options cancelled (in Dollars per share) | $ 0.10 | |||
Options vested | (112,359) | |||
Options vested (in Dollars per share) | $ 0.10 | |||
Total non-exercisable options outstanding - December 31,2016 | 7,287,641 | 7,287,641 |
NOTE 8 - INCOME TAXES (Details)
NOTE 8 - INCOME TAXES (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 630,968 |
Operating Loss Carryforwards, Expiration Year | 2,035 |
NOTE 8 - INCOME TAXES (Detail36
NOTE 8 - INCOME TAXES (Details) - Summary of Operating Loss Carryforwards - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Operating Loss Carryforwards [Abstract] | ||
Accumulated deficit | $ 7,951,648 | $ 6,970,472 |
Shares and options issued for services | (1,332,680) | |
Shares issued for purchased research in acquisition | (5,988,000) | |
Operating loss available to offset income | $ 630,968 |
NOTE 8 - INCOME TAXES (Detail37
NOTE 8 - INCOME TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | |
Income Tax at Statutory Rate | 34.00% |
Effect of Valuation Allowance | (34.00%) |
0.00% |
NOTE 9 - ACQUISITION (Details)
NOTE 9 - ACQUISITION (Details) - USD ($) | Oct. 26, 2016 | Oct. 26, 2015 |
NOTE 9 - ACQUISITION (Details) [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 24,000,000 | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Global ITS, Inc. [Member] | ||
NOTE 9 - ACQUISITION (Details) [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 120,000,000 | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned (in Dollars) | $ 5,988,000 | |
Global ITS, Inc. [Member] | Business Acquistion, Stock Recevied [Member] | ||
NOTE 9 - ACQUISITION (Details) [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 24,000,000 |
NOTE 9 - ACQUISITION (Details)
NOTE 9 - ACQUISITION (Details) - Schedule of Business Acquisitions, by Acquisition | Dec. 31, 2015USD ($) |
Schedule of Business Acquisitions, by Acquisition [Abstract] | |
Current assets – cash | $ 100 |
Intangible assets | 5,595 |
Total assets acquired | 5,695 |
Current liabilities | 7,222 |
Net liabilities assumed | 1,527 |
Purchased research and development | 5,988,000 |
Purchase price | $ 5,989,527 |
NOTE 9 - ACQUISITION (Details40
NOTE 9 - ACQUISITION (Details) - Business Acquisition, Pro Forma Information | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
2015: | |
Revenue | $ 0 |
Net loss | $ (6,499,000) |
Net loss per share (in Dollars per share) | $ / shares | $ (0.03) |
NOTE 10 - SALE OF REAL ESTATE41
NOTE 10 - SALE OF REAL ESTATE AND RETIREMENT OF COMMON STOCK (Details) - USD ($) | Oct. 26, 2016 | Feb. 09, 2016 | Mar. 13, 2013 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 10 - SALE OF REAL ESTATE AND RETIREMENT OF COMMON STOCK (Details) [Line Items] | |||||
Fair Value of Assets Acquired | $ 0 | $ 385,000 | |||
Liabilities Assumed | $ 0 | $ 1,527 | |||
Stock Repurchased During Period, Shares | 149,950,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 120,000,000 | 150,000,000 | |||
Stock Repurchased and Retired During Period, Shares | 149,950,000 | ||||
Majority Shareholder [Member] | |||||
NOTE 10 - SALE OF REAL ESTATE AND RETIREMENT OF COMMON STOCK (Details) [Line Items] | |||||
Fair Value of Assets Acquired | $ 1,897,000 | ||||
Liabilities Assumed | 860,743 | ||||
Related Party Transaction, Amounts of Transaction | $ 16,364 |
NOTE 11 - LEGAL ISSUES (Details
NOTE 11 - LEGAL ISSUES (Details) | Sep. 26, 2016USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Loss Contingency, Damages Sought, Value | $ 1,695,689 |
NOTE 12 - COMMITMENTS AND CON43
NOTE 12 - COMMITMENTS AND CONCENTRATIONS (Details) - USD ($) | Dec. 31, 2016 | Dec. 01, 2016 | Nov. 12, 2016 | Sep. 28, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 12 - COMMITMENTS AND CONCENTRATIONS (Details) [Line Items] | ||||||
Revenues | $ 196,828 | $ 0 | ||||
Agreement, Term | 3 years | |||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 3,000,000 | 4,500,000 | 100,000 | 500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 2,000,000 | 400,000 | 5,000,000 | 7,400,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest one option for every two dollars in revenue recognized by the Company | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
NOTE 12 - COMMITMENTS AND CONCENTRATIONS (Details) [Line Items] | ||||||
Revenues | $ 182,127 | |||||
Concentration Risk, Percentage | 82.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
NOTE 12 - COMMITMENTS AND CONCENTRATIONS (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 91.00% | |||||
Chief Operating Officer [Member] | ||||||
NOTE 12 - COMMITMENTS AND CONCENTRATIONS (Details) [Line Items] | ||||||
Agreement, Term | 3 years | |||||
Officers' Compensation | $ 100,000 | |||||
Compensation, Signing Bonus | 10,000 | |||||
Compensation, Signing Bonus, Percentage of Revenue | $ 0.06 | |||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 5,000,000 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average 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 one option for every two dollars of revenue recognized by the Company |
NOTE 13 - SUBSEQUENT EVENTS (De
NOTE 13 - SUBSEQUENT EVENTS (Details) - $ / shares | Jan. 31, 2017 | Jan. 26, 2017 | Jan. 23, 2017 | Dec. 31, 2016 | Dec. 01, 2016 | Nov. 12, 2016 | Sep. 28, 2016 | Dec. 31, 2016 |
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | 400,000 | 5,000,000 | 7,400,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest one option for every two dollars in revenue recognized by the Company | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,000,000 | 4,500,000 | 100,000 | 500,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | |||||||
Subsequent Event [Member] | ||||||||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average 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 one option for every two dollars of revenue recognized by the Company on a quarterly basis | |||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | ||||||||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,000,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months | |||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest quarterly in the amount of one option for every two dollars of revenue recognized by the Company | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,000,000 | |||||||
Director [Member] | Subsequent Event [Member] | ||||||||
NOTE 13 - SUBSEQUENT EVENTS (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,000,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 24 months |