Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 09, 2017 | |
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 | 226,024,960 | |
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 | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 645,607 | $ 40,507 |
Accounts receivable | 284,043 | 79,612 |
Prepaid expenses | 1,250 | 3,750 |
Inventory | 226,231 | 192,105 |
Total current assets | 1,157,131 | 315,974 |
Furniture & equipment, net | 2,100 | 2,567 |
Intangible assets, net | 1,845 | 1,845 |
TOTAL ASSETS | 1,161,076 | 320,386 |
CURRENT LIABILITIES | ||
Accounts payable | 106,901 | 284,930 |
Accrued expenses | 108,119 | 139,336 |
Customer deposits | 3,545 | 6,605 |
Advances | 0 | 60,000 |
Loan from related party | 100,967 | 135,749 |
Total current liabilities | 319,532 | 626,620 |
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; 221,324,960 and 193,150,000 shares issued and outstanding at June 30, 2017 and December 31, 2016 | 22,132 | 19,315 |
Additional paid-in-capital | 10,929,761 | 7,626,099 |
Accumulated deficit | (10,110,349) | (7,951,648) |
Total stockholders’ equity (deficit) | 841,544 | (306,234) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 1,161,076 | $ 320,386 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 221,324,960 | 193,150,000 |
Common stock, shares outstanding | 221,324,960 | 193,150,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | $ 284,562 | $ 6,160 | $ 428,241 | $ 12,240 |
Cost of revenue | 115,281 | 0 | 173,327 | 0 |
Gross profit | 169,281 | 6,160 | 254,914 | 12,240 |
Selling, general and administrative expenses | 1,549,969 | 562,749 | 2,413,615 | 600,069 |
Loss from operations | (1,380,688) | (556,589) | (2,158,701) | (587,829) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (1,380,688) | $ (556,589) | $ (2,158,701) | $ (587,829) |
Net loss per common share - basic and diluted (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Weighted average number of shares outstanding - basic and diluted (in Shares) | 204,266,206 | 181,423,626 | 201,269,197 | 213,509,016 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | ||
Common stock issued for services | $ 1,325 | 1,666,696 | $ 1,668,021 | |
Common stock issued for services (in Shares) | 13,250,000 | |||
506b Offering: | ||||
Stock issued for cash | $ 1,059 | 793,941 | $ 795,000 | |
Stock issued for cash (in Shares) | 10,600,000 | 14,924,960 | ||
Stock issued for debt conversion | $ 433 | 843,025 | $ 843,458 | |
Stock issued for debt conversion (in Shares) | 4,324,960 | |||
Net loss | (2,158,701) | (2,158,701) | ||
Balance at Jun. 30, 2017 | $ 22,132 | $ 10,929,761 | $ (10,110,349) | $ 841,544 |
Balance (in Shares) at Jun. 30, 2017 | 221,324,960 | 221,324,960 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
Net loss | $ (2,158,701) | $ (587,829) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 467 | 2,500 |
Common stock and options issued for services | 1,668,021 | 500,000 |
Accounts receivable | (204,431) | (9,440) |
Prepaid expenses | 2,500 | 0 |
Inventory | (34,126) | 0 |
Accounts payable & accrued expenses | 318,940 | 47,436 |
Customer deposits | (3,060) | 0 |
Net cash used in operating activities | (410,390) | (47,333) |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Equipment & furniture | 0 | (1,213) |
Net cash used in investing activities | 0 | (1,213) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from common stock | 795,000 | 0 |
Repayment of advances from third parties | (6,000) | 0 |
Payments of Loan from Related Parties | (260) | 0 |
Advances from third parties | 226,750 | 48,900 |
Net cash provided by financing activities | 1,015,490 | 48,900 |
INCREASE IN CASH | 605,100 | 354 |
CASH, BEGINNING OF PERIOD | 40,507 | 1,279 |
CASH, END OF PERIOD | 645,607 | 1,633 |
Non-cash investing and financing activities: | ||
Transfer of assets and liabilities to related party for return of common shares | 0 | 1,018,679 |
Common Stock and warrants issued for the Conversion of Debt | $ 843,458 | $ 0 |
NOTE 1 - NATURE OF BUSINESS AND
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
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 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 condensed consolidated financial statements for the year ended December 31, 2016, 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 presentation of the results of all interim periods reported herein. Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. |
NOTE 2 - GOING CONCERN
NOTE 2 - GOING CONCERN | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN The accompanying condensed 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 June 30, 2017, while the Company has a working capital surplus of $837,599, the accumulated losses from operations aggregated $10,110,349 and it continutes to experience operating losses. 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 June 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 condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 3 - INTANGIBLE ASSETS
NOTE 3 - INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 3 – 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 a non-amortizing intangible asset. |
NOTE 4 - LOANS FROM RELATED PAR
NOTE 4 - LOANS FROM RELATED PARTY | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | NOTE 4 – LOANS FROM RELATED PARTY June 30, 2017 December 31, 2016 Loans from related party $ 100,967 $ 135,749 The loan at December 31, 2016 is from B2 Opportunity Fund, LLC, a major shareholder of the Company, and is unsecured, bears no interest and is repayable on demand. The loan at June 30, 2017 is from our Chairman and is secured by our inventory, bears 4% interest per annum, is due November 15, 2017 and has accrued interest of $967. |
NOTE 5 - STOCKHOLDERS' EQUITY
NOTE 5 - STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 5 – STOCKHOLDERS’ EQUITY Common Stock On January 25, 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, valued at its trading price and 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, valued at its trading price and 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 27, 2017 the Company appointed Kevin Harrington to its Board of Directors and issued 2,000,000 shares of its common stock, valued at its trading price and 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. On February 2, 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 quarterly one option for every two dollars of revenue recognized by the Company. On May 15, 2017, the Company entered into an employment agreement with Mr. Baker, our CEO. Mr. Baker was granted 5,000,000 shares of common stock of the Company, valued at its trading price and vested immediately, and was granted 5,000,000 options to purchase common stock of the Company at $0.10 per share. These options have a three-year expiration and vest quarterly one option for every two dollars of revenue recognized by the Company. On May 15, 2017, the Company entered into an employment agreement with Mr. Floyd, our CFO. Mr. Floyd was granted 10,000,000 options to purchase common stock of the Company at $0.10 per share. These options have a three-year expiration and vest quarterly one option for every two dollars of revenue recognized by the Company. On June 1, 2017, the Company entered into a service agreement with a provider of investor relations services. Under the agreement, the Company issued 1,000,000 shares of common stock to the provider, valued at its trading price, vesting 500,000 on June 1, 2017, 250,000 shares on October 1, 2017 and 250,000 shares on January 1, 2018. On June 13, 2017, the Company entered into a service agreement with a provider of bookkeeping, accounting, payroll and human resources services. Under the agreement, the Company issued 250,000 shares of common stock to the provider, valued at its trading price and vested immediately, and 1,000,000 options to purchase common stock of the Company at $0.10 per share. These options have a three-year expiration and vest evenly over two years. Private Offerings of Common Stock and Warrants During the period ended June 30, 2017 the Company completed a private offering of common stock and warrants to accredited and unaccredited investors for gross proceeds of $1,119,372 which securities were offered under Regulation D, Rule 506(b) of the Securities and Exchange Act of 1933. The Company accepted subscriptions, in the aggregate, for 14,924,960 shares of common stock and one-year warrants to purchase 14,924,960 shares of common stock of which 10,600,000 shares of its common stock and 10,600,000 warrants were issued for $795,000 in cash and 4,324,960 Options There were 7,400,000 options issued and outstanding as of December 31, 2016. The following table shows the stock option activity during the period ended June 30, 2017: Weighted Number Average Of Exercise Options Price Options outstanding at beginning of year 7,400,000 $ 0.10 Changes during the period: Granted - at market price 31,600,000 $ 0.10 Exercised - Expired - Options outstanding at end of period 39,000,000 $ 0.10 Options exercisable at end of period 4,850,149 $ 0.10 Weighted average fair value of options granted during the period $ 3,073,200 $ 0.10 Options issued were valued using the Black-Sholes model assuming zero dividends, a $0.10 strike price, 3-year expiration, 1.47% average risk-free rate and 238% average volatility. Costs incurred in respect of stock based compensation for employees, advisors and consultants for the three and six-month periods ended June 30, 2017 were $215,374 and $274,563, respectively. Costs incurred in respect of stock based compensation for employees, advisors and consultants for the three and six-month periods ended June 30, 2016 were $-0- and $-0-, respectively. Unrecognized compensation costs related to options was $3,631,029 which is expected to be recognized ratably over approximately 17 months. Warrants There were no warrants were issued and outstanding as of December 31, 2016. The following table shows the warrant activity during the period ended June 30, 2017: Weighted Number Average Of Exercise Warrants Price Warrants outstanding at beginning of year - Changes during the period: Granted 14,924,960 $ 0.15 Exercised - Expired - Warrants outstanding at end of period 14,924,960 $ 0.15 Warrants exercisable at end of period 14,924,960 Weighted average fair value of warrants granted during the period $ 367,662 Total warrant costs incurred during the period $ 367,662 Warrants issued were valued using the Black-Sholes model assuming zero dividends, a $0.15 strike price, 1-year expiration, 1.49% risk-free rate and volatility of 238%. Costs incurred in respect of warrants issued to investors for the period ended June 30, 2017 was $367,662. |
NOTE 6 - LITIGATION
NOTE 6 - LITIGATION | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Legal Matters and Contingencies [Text Block] | NOTE 6 – LITIGATION 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 within 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 7 - SUBSEQUENT EVENTS
NOTE 7 - SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 7 – SUBSEQUENT EVENTS On July 10, 2017 the Company entered into an employment agreement with Ryan Smith, 60, to serve as Senior Vice President of the Company. The agreement has a term of three years, and Mr. Smith’s employment with the Company is on an at-will basis. The agreement specifies an annual base salary of $100,000 and a performance based bonus within 45 days from the end of the Company’s fiscal year as determined by the Compensation Committee of the Board of Directors. In addition, Mr. Smith was granted 3,000,000 shares of common stock of the Company, vested immediately, and was granted 7,000,000 options to purchase common stock of the Company at $0.10 per share (the “Options”). The Options have a three-year expiration and vest quarterly one option for every two dollars of revenue recognized by the Company. On July 13, 2017, the Company entered into a service agreement with a provider of tax services. Under the agreement, the Company issued 100,000 shares of common stock to the provider, valued at its trading price and vested immediately, and 400,000 options to purchase common stock of the Company at $0.10 per share. These options have a three-year expiration and vest evenly over two years. On July 13, 2017, the Company amended and extended a consulting agreement, originally executed on January 23, 2017, with its Chairman, Rick Mikles. Under the amended and extended agreement, the Company issued 1,600,000 shares of common stock to Mr. Mikles, valued at its trading price and vested immediately. On July 22nd, 2017, the Company entered into a purchase agreement for a property located at 808 A South Huntington Street, Syracuse, Indiana. The agreement stipulates a purchase price of $255,000 of which $30,000 was paid on July 22, 2017 with the balance of $225,000 due 180 days after closing. There is no interest payable on the balance due. The square footage of the building is approximately 2,348. The property also includes 27 storage units generating approximately $19,000 per year rental income. The Company expects to close on the property in August 2017. |
NOTE 4 - LOANS FROM RELATED P14
NOTE 4 - LOANS FROM RELATED PARTY (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | June 30, 2017 December 31, 2016 Loans from related party $ 100,967 $ 135,749 |
NOTE 5 - STOCKHOLDERS' EQUITY (
NOTE 5 - STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 7,400,000 options issued and outstanding as of December 31, 2016. The following table shows the stock option activity during the period ended June 30, 2017: Weighted Number Average Of Exercise Options Price Options outstanding at beginning of year 7,400,000 $ 0.10 Changes during the period: Granted - at market price 31,600,000 $ 0.10 Exercised - Expired - Options outstanding at end of period 39,000,000 $ 0.10 Options exercisable at end of period 4,850,149 $ 0.10 Weighted average fair value of options granted during the period $ 3,073,200 $ 0.10 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | There were no warrants were issued and outstanding as of December 31, 2016. The following table shows the warrant activity during the period ended June 30, 2017: Weighted Number Average Of Exercise Warrants Price Warrants outstanding at beginning of year - Changes during the period: Granted 14,924,960 $ 0.15 Exercised - Expired - Warrants outstanding at end of period 14,924,960 $ 0.15 Warrants exercisable at end of period 14,924,960 Weighted average fair value of warrants granted during the period $ 367,662 Total warrant costs incurred during the period $ 367,662 |
NOTE 1 - NATURE OF BUSINESS A16
NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) - shares | 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 | 150,000,000 |
NOTE 2 - GOING CONCERN (Details
NOTE 2 - GOING CONCERN (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital | $ (837,599) | |
Retained Earnings (Accumulated Deficit) | $ (10,110,349) | $ (7,951,648) |
NOTE 3 - INTANGIBLE ASSETS (Det
NOTE 3 - INTANGIBLE ASSETS (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Disclosure Text Block [Abstract] | |
Finite-lived Intangible Assets Acquired | $ 1,845 |
NOTE 4 - LOANS FROM RELATED P19
NOTE 4 - LOANS FROM RELATED PARTY (Details) | Jun. 30, 2017USD ($) |
Disclosure Text Block [Abstract] | |
Debt Instrument, Interest Rate, Stated Percentage | 4.00% |
Interest Payable, Current | $ 967 |
NOTE 4 - LOANS FROM RELATED PA
NOTE 4 - LOANS FROM RELATED PARTY (Details) - Schedule of Related Party Loans - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Related Party Loans [Abstract] | ||
Loans from related party | $ 100,967 | $ 135,749 |
NOTE 5 - STOCKHOLDERS' EQUITY21
NOTE 5 - STOCKHOLDERS' EQUITY (Details) - USD ($) | Jun. 13, 2017 | Jun. 01, 2017 | May 15, 2017 | Feb. 02, 2017 | Jan. 27, 2017 | Jan. 25, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 250,000 | 2,000,000 | 2,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,000,000 | 2,000,000 | 4,000,000 | 5,000,000 | 31,600,000 | |||||
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 | $ 0.10 | $ 0.10 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | 3 years | 24 months | |||||||
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 quarterly one option for every two dollars of revenue recognized by the Company. | vest quarterly in the amount of one option for every two dollars of revenue recognized by the Company | ||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | 14,924,960 | ||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 1,119,372 | |||||||||
Class of Warrant or Rights, Granted | 14,924,960 | |||||||||
Offering Description | Investors received one-year fully vested warrant to purchase up to 100% of the number of shares purchased in the offering. | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.15 | $ 0.15 | ||||||||
Offering, Price per unit (in Dollars per share) | $ 0.075 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 39,000,000 | 39,000,000 | 7,400,000 | 7,400,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||
Share Price (in Dollars per share) | $ 0.10 | $ 0.10 | ||||||||
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 | 1.47% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 238.00% | |||||||||
Share-based Compensation (in Dollars) | $ 215,374 | $ 274,563 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 3,631,029 | $ 3,631,029 | ||||||||
Private Offering #1 [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 10,600,000 | |||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 795,000 | |||||||||
Class of Warrant or Rights, Granted | 10,600,000 | |||||||||
Private Offering #2 [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 4,324,960 | |||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 324,372 | |||||||||
Class of Warrant or Rights, Granted | 4,324,960 | |||||||||
Employee Stock Option [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 17 months | |||||||||
Warrant [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Share Price (in Dollars per share) | $ 0.15 | $ 0.15 | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||
Fair Value Assumptions, Expected Term | 1 year | |||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.49% | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 238.00% | |||||||||
Board of Directors Chairman [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,000,000 | |||||||||
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, Award Vesting Period | 24 months | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||||
Chief Executive Officer [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (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 Period | 3 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest quarterly one option for every two dollars of revenue recognized by the Company | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 5,000,000 | |||||||||
Chief Financial Officer [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000,000 | |||||||||
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 Period | 3 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest quarterly one option for every two dollars of revenue recognized by the Company | |||||||||
Share-based Compensation Award, Tranche One [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||||||
Share-based Compensation Award, Tranche Two [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | |||||||||
Share-based Compensation Award, Tranche Three [Member] | ||||||||||
NOTE 5 - STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 250,000 |
NOTE 5 - STOCKHOLDERS' EQUITY
NOTE 5 - STOCKHOLDERS' EQUITY (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable - USD ($) | Jun. 13, 2017 | Feb. 02, 2017 | Jan. 27, 2017 | Jan. 25, 2017 | Jun. 30, 2017 | 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 | 7,400,000 | |||||
Options outstanding at beginning of year (in Dollars per share) | $ 0.10 | $ 100,000 | ||||
Changes during the period: | ||||||
Granted - at market price | 1,000,000 | 2,000,000 | 4,000,000 | 5,000,000 | 31,600,000 | |
Granted - at market price (in Dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | |
Exercised | 0 | |||||
Expired | 0 | |||||
Options outstanding at end of period | 39,000,000 | |||||
Options outstanding at end of period (in Dollars per share) | $ 0.10 | $ 100,000 | ||||
Options exercisable at end of period | 4,850,149 | |||||
Options exercisable at end of period (in Dollars per share) | $ 100,000 | |||||
Weighted average fair value of options granted during the period (in Dollars) | $ 3,073,200 | |||||
Weighted average fair value of options granted during the period (in Dollars per share) | $ 0.10 |
NOTE 5 - STOCKHOLDERS' EQUITY23
NOTE 5 - STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |
Warrants outstanding at beginning of year | 0 |
Changes during the period: | |
Granted | 14,924,960 |
Granted (in Dollars per share) | $ / shares | $ 0.15 |
Exercised | 0 |
Expired | 0 |
Warrants outstanding at end of period | 14,924,960 |
Warrants outstanding at end of period (in Dollars per share) | $ / shares | $ 0.15 |
Warrants exercisable at end of period | 14,924,960 |
Weighted average fair value of warrants granted during the period (in Dollars) | $ | $ 367,662 |
Total warrant costs incurred during the period (in Dollars) | $ | $ 367,662 |
NOTE 6 - LITIGATION (Details)
NOTE 6 - LITIGATION (Details) | Sep. 26, 2016USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Loss Contingency, Damages Sought, Value | $ 1,695,689 |
NOTE 7 - SUBSEQUENT EVENTS (Det
NOTE 7 - SUBSEQUENT EVENTS (Details) | Jul. 22, 2017USD ($)ft² | Jul. 13, 2017$ / sharesshares | Jul. 10, 2017$ / sharesshares | Jun. 13, 2017$ / sharesshares | Feb. 02, 2017$ / sharesshares | Jan. 27, 2017$ / sharesshares | Jan. 25, 2017$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) |
NOTE 7 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 250,000 | 2,000,000 | 2,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,000,000 | 2,000,000 | 4,000,000 | 5,000,000 | 31,600,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.10 | $ 0.10 | $ 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 quarterly one option for every two dollars of revenue recognized by the Company. | vest quarterly in the amount of one option for every two dollars of revenue recognized by the Company | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | 3 years | 24 months | ||||||
Payments to Acquire Property, Plant, and Equipment (in Dollars) | $ | $ 0 | $ 1,213 | |||||||
Board of Directors Chairman [Member] | |||||||||
NOTE 7 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,000,000 | ||||||||
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) | $ / shares | $ 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 Period | 24 months | ||||||||
Subsequent Event [Member] | |||||||||
NOTE 7 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||
Agreement, Term | 3 years | ||||||||
Employment Agreement, Description | The agreement specifies an annual base salary of $100,000 and a performance based bonus within 45 days from the end of the Company’s fiscal year as determined by the Compensation Committee of the Board of Directors. | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 3,000,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 400,000 | 7,000,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.10 | $ 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 one option for every two dollars of revenue recognized by the Company | ||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||
Property, Plant and Equipment, Additions (in Dollars) | $ | $ 255,000 | ||||||||
Payments to Acquire Property, Plant, and Equipment (in Dollars) | $ | $ 30,000 | ||||||||
Area of Real Estate Property (in Square Feet) | ft² | 2,348 | ||||||||
Rental Income, Nonoperating (in Dollars) | $ | $ 19,000 | ||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | |||||||||
NOTE 7 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 1,600,000 | ||||||||
Subsequent Event [Member] | Due 180 days After Closing [Member] | |||||||||
NOTE 7 - SUBSEQUENT EVENTS (Details) [Line Items] | |||||||||
Payments to Acquire Property, Plant, and Equipment (in Dollars) | $ | $ 225,000 |