Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 05, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | GREENWAY TECHNOLOGIES INC | |
Entity Trading Symbol | umed | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | true | |
Entity Central Index Key | 1,572,386 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 275,484,754 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Description | Revised form 10-Q |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 578,111 | $ 67,964 |
Prepaid insurance | 0 | 13,476 |
Total Current Assets | 578,111 | 81,440 |
Fixed assets | ||
Property & equipment | 4,015 | 4,015 |
Less depreciation | 3,865 | 3,666 |
Total Fixed Assets | 150 | 349 |
Other Assets | 20,000 | 5,000 |
Total Assets | 598,261 | 86,789 |
Current Liabilities | ||
Accounts payable | 52,522 | 86,518 |
Stockholder advances | 0 | 59,690 |
Accrued management fees | 1,829,102 | 1,916,602 |
Accrued expenses | 250,024 | 250,522 |
Note payable | 8,500 | 13,500 |
Convertible note payable, net of discounts of $0 and $13,647 | 0 | 120,753 |
Derivative liability - warrants | 71,759 | 56,057 |
Total Current Liabilities | 2,211,907 | 2,503,642 |
Total Liabilities | 2,211,907 | 2,503,642 |
Commitments and contingencies | ||
Stockholders' Deficit | ||
Additional paid-in capital | 19,110,482 | 12,036,225 |
Accumulated deficit | (20,751,686) | (14,476,205) |
Total Stockholders' Deficit | (1,613,646) | (2,416,853) |
Total Liabilities & Stockholders' Deficit | 598,261 | 86,789 |
Common Class A [Member] | ||
Stockholders' Deficit | ||
Common stock | 27,545 | 23,114 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 13 | $ 13 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheet Parentheticals - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Discount on Convertible note | $ 0 | $ 13,647 |
Common Class B [Member] | ||
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 126,938 | 126,938 |
Common stock, shares outstanding | 126,938 | 126,938 |
Common Class A [Member] | ||
Common stock, par value | $ .0001 | $ .0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 275,432,123 | 231,118,372 |
Common stock, shares outstanding | 275,432,123 | 231,118,372 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Expenses | ||||
General and administrative | 908,772 | 147,850 | 5,957,152 | 437,343 |
Research and development | 160,274 | 94,836 | 337,932 | 259,671 |
Depreciation | 99 | 99 | 199 | 198 |
Total Expense | 1,069,145 | 242,785 | 6,295,282 | 697,212 |
Operating loss | (1,069,145) | (242,785) | (6,295,282) | (697,212) |
Other income (expenses) | ||||
Gain (loss) on derivative | 63,781 | 15,033 | 10,396 | (25,065) |
Interest (expense) income | (124) | (11,615) | 9,405 | (11,730) |
Total other income (expense) | 63,657 | 3,418 | 19,801 | (36,795) |
Loss before income taxes | (1,005,488) | (239,367) | (6,275,481) | (734,007) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (1,005,488) | $ (239,367) | $ (6,275,481) | $ (734,007) |
Net loss per share; | ||||
Basic and diluted net income (loss) per shares | $ (.01) | $ (.01) | $ (.02) | $ (.01) |
Weighted average shares Outstanding; Basic and diluted | 272,735,459 | 189,516,705 | 271,206,915 | 186,441,276 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities | ||
Net Loss from operations | $ (6,275,481) | $ (734,007) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 199 | 198 |
Stock based compensation | 5,326,244 | 40,480 |
Loss on derivative | 10,396 | 25,065 |
Changes in operating assets and liabilities: | ||
Prepaid insurance | 13,476 | 0 |
Accounts payable | (33,996) | (39,513) |
Accrued management fees | (87,500) | 134,985 |
Advances | (15,000) | 0 |
Derivative liability | 0 | 51,826 |
Accrued expenses | (498) | 23,884 |
Net Cash Used in Operating Activities | (1,062,160) | (497,082) |
Cash Flows from Investing Activities | 0 | 0 |
Cash Flows from Financing Activities | ||
Repayments of shareholder advances | (59,690) | (23,087) |
(Payments on) proceeds from note payable | (5,000) | 36,000 |
(Decrease) increase in convertible notes payable | (120,753) | 224,000 |
Proceeds from sale of common stock | 1,757,750 | 380,000 |
Shareholder advances converted to stock | 0 | 51,501 |
Debt issue cost | 0 | (68,243) |
Net Cash Provided by Financing Activities | 1,572,307 | 600,171 |
Net Increase in Cash | 510,147 | 103,089 |
Cash Beginning of Period | 67,964 | 0 |
Cash End of Period | 578,111 | 103,089 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid during the period for interest | 0 | 0 |
Cash Paid during the period for taxes | 0 | 0 |
Conversion of shareholder advances to common stock | $ 0 | $ 51,501 |
1. NATURE OF OPERATIONS
1. NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | Nature of Operations Greenway Technologies, Inc. (“ Greenway Technologies,” “GTI,” or the “Company”) was organized on March 13, 2002, under the laws of the State of Texas as Dynalyst Manufacturing Corporation. On August 18, 2009, in connection with a merger with Universal Media Corporation, a privately held Nevada company, the Company changed its name to Universal Media Corporation (“Universal Media”). The Company changed its name to UMED Holdings, Inc. on March 23, 2011, and to Greenway Technologies, Inc. on June 23, 2017. The Company’s mission is to operate as a holding company through the acquisition of businesses as wholly-owned subsidiaries that meet some key requirements: (1) solid management that will not have to be replaced in the near future (2) the ability to grow with steady growth to follow and (3) an emphasis on emerging core industry markets, such as energy and metals. It is the Company’s intention to add experienced personnel and select strategic partners to manage and operate the acquired business units. In September 2010, the Company acquired 1,440 acres of placer mining claims on Bureau of Land Management land in Mohave County, Arizona. See discussion in Note 3. Due to the Company not producing any revenues from its BLM mining leases since its acquisition of the leases, achieving a position of producing cash flow levels to fund the development of its BLM mining leases in December 2010 and not having current resources for an appraisal, we recognized an impairment charge of $100,000 during the year ended December 31, 2014. In August 2012, the Company acquired 100% of Greenway Innovative Energy, Inc. (sometimes, “GIE”) which owns patents and trade secrets for a proprietary process and related technology to convert natural gas into synthesis gas (syngas). Syngas is an important intermediate gas used by industry in the production of ammonia, methane, liquid fuels, and other downstream products. The Company’s unique process is called Fractional Thermal Oxidation™ (FTO). When combined with Greenway Technologies’ Fischer-Tropsch (FT) system, we offer a new economical, relatively small scale (125 to 2,475 bbls/day) method of converting gas-to-liquids (GTL) that can be located in field locations where needed. |
2. BASIS OF PRESENTATION AND GO
2. BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES | Principles of Consolidation The accompanying condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant inter-company accounts and transactions were eliminated in consolidation. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2016. The accompanying condensed consolidated financial statements include the accounts of the following entities: Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary Going Concern Uncertainties The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying condensed consolidated financial statements, the Company sustained a loss of approximately $6.3 million for the six-month period ended June 30, 2017, and has a working capital deficiency of approximately $1.7 million and an accumulated deficit of approximately $21 million at June 30, 2017. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. Management believes that its current and future plans enable it to continue as a going concern for the next twelve months. The Company is in discussions with several oil and gas companies and other organizations regarding joint venture funding for its first gas-to-liquids (GTL) plant using the Company’s unique GTL system. Should an agreement be made, the joint venture relationship will provide funding at a level of $20M to $50M with an ongoing profit-sharing arrangement between the Company and the partner organizations and/or individuals with an economic profile previously not achievable in the GTL industry segment. While there are no assurances that financing for the first plant will be obtained on acceptable terms and in a timely manner, the failure to obtain the necessary working capital may cause the Company to move in one or more alternate directions to shepherd this revolutionary GTL system into production. Several alternate paths are under consideration in conjunction with the joint venture/profit sharing approach. The accompanying condensed consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. |
3. SUMMARY OF SIGNIFICANT ACCOU
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | A summary of significant accounting policies applied in the presentation of the condensed consolidated financial statements are as follows: Property and Equipment Property and equipment is recorded at cost. Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold, are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale or salvage value are recorded as a gain or loss on sale of equipment. Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows: Straight Line Depreciation = (Purchase Price of Asset - Approximate Salvage Value) ÷ Estimated Useful Life of Asset. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC Topic 360, “Property, Plant and Equipment.” An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized. Revenue Recognition The Company has not, to date, generated any revenues. The Company plans to recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments 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 amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents at June 30, 2017, or December 31, 2016. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes Net Loss Per Share, basic and diluted Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants (314,733) have been excluded as a common stock equivalent in the diluted loss per share because their effect is anti-dilutive. Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. See Note 6 below for discussion regarding convertible notes payable and a warrant agreement. Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount (“OID”). An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the total amount payable. The OID is amortized into interest expense pro-rata over the term of the Note. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at June 30, 2017: Description Level 1 Level 2 Level 3 Derivative Liabilities $ $ 0 $ 71,759 The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: The change in the notes payable at fair value for the six-month period ended June 30, 2017, is as follows: Fair Value Change in New Fair Value January 1, 2017 Fair Value Convertible Notes Conversions June 30, 2017 Derivative Liabilities $ 56,057 $ 15,702 $ 0 $ 0 $ 71,759 All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest income and expense in the accompanying financial statements. Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation At June 30, 2017, the Company did not have any issued or outstanding stock options. Concentration and Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development Issuance of Common Stock The issuance of common stock for other than cash is recorded by the Company at market values. Impact of New Accounting Standards Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
4. PROPERTY, PLANT AND EQUIPMEN
4. PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | Range of Lives in Years June 30, 2017 December 31, 2016 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 4,015 4,015 Less accumulated depreciation (3,865 ) (3,666 ) $ 150 $ 349 Depreciation expense for the period ended $ 199 |
5. TERM NOTES PAYABLE
5. TERM NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
TERM NOTES PAYABLE | Term notes payable consisted of the following at June 30, 2017 and December 31, 2016: 2017 2016 Unsecured note payable dated March 8, 2016 to an individual at 5.0% interest, payable upon the Company's availability of cash $ 8,500 $ 13,500 |
6. CONVERTIBLE PROMISSORY NOTES
6. CONVERTIBLE PROMISSORY NOTES | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | May 2016 Convertible Note On May 4, 2016, the Company issued a $224,000 convertible promissory note bearing interest at 10.0% per annum to an accredited investor, payable beginning November 10, 2016, in monthly installments of $44,800 plus accrued interest and a cash premium equal to 10.0% of the installment amount. The convertible promissory note was paid on March 4, 2017. The holder had the right under certain circumstances to convert the note into common stock of the Company at a conversion price equal to 70% of the average of the 3 lowest volume weighted average trading prices during the 20-day period ending on the latest complete trading day prior to the conversion date. The Company evaluated the terms of the convertible note in accordance with ASC 815-40, Contracts in Entity's Own Equity, and concluded that the Convertible Note resulted in a derivative. The Company evaluated the terms of the convertible note and concluded that there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature on the note was valued at $224,000 based on the Black Scholes Model. The discount related to the beneficial conversion feature ($51,829) was amortized over the term of the debt (10 months). For the six months ended June 30, 2017, the Company recognized interest expense of $9,327 related to the amortization of the discount. In connection with the issuance of the $224,000 note, the Company recorded debt issue cost and discount as follows: ● $20,000 original issue discount and $4,000 debt issue cost, which was amortized over 10 months, with amortization of $3,600 for six months ended June 30, 2017. · The convertible promissory note was paid in full on March 10, 2017 reducing the embedded derivative for the 2016 beneficial conversion right to zero at June 30, 2017. September 2014 Convertible Note In connection with the issuance of a $158,000 convertible promissory note in 2014, the Company issued warrants to purchase shares of common stock. ● Warrants – recorded at fair value ($79,537) upon issuance, and marked -to-market on the balance sheet at $71,759 as of June 30, 2017 and $20,820 as of December 31, 2016, which was computed as follows; Commitment Date Expected dividends 0% Expected volatility 188% Expected term: conversion feature 2.25 years Risk free interest rate 0.62% |
7. ACCRUED EXPENSES
7. ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | Accrued expenses consisted of the following at June 30, 2017 and December 31, 2016; 2017 2016 Accrued consulting fees $ 249,500 $ 249,500 Accrued interest expense 524 1,022 Total accrued expenses $ 250,024 $ 250,522 |
8. CAPITAL STRUCTURE
8. CAPITAL STRUCTURE | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | The Company is authorized to issue 300,000,000 shares of class A common stock with a par value of $0.0001 per share and 20,000,000 shares of class B common with a par value of $0.0001 per share. Each common stock share has one voting right and the right to dividends, if and when declared by the Board of Directors. Class A Common Stock At June 30, 2017, there were 273,372,849 shares of class A common stock issued and outstanding. During the three-month period ended June 30, 2017, the Company issued 4,859,585 shares of restricted common stock to 31 individuals through private placements for cash of $924,500 at an average price of $0.19 per share. During the three-month period ended June 30, 2017, the Company issued 1,541,666 shares of restricted common stock for consulting services of $327,500 at an average price of $0.21 per share. All of our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Class B Common Stock At June 30, 2017, there were 126,938 shares of class B common stock issued and outstanding. Each class B share is convertible, at the option of the class B shareholder, into one share of class A common stock. Stock options, warrants and other rights At June 30, 2017, the Company has not adopted any employee stock option plans. On October 1, 2015, the Company issued 4,000,000 warrants for legal work. The warrants are exercisable at $0.20 per share for a period of five years from the date of issue. The Company valued the warrants as of December 31, 2015, at $386,549 using the Black-Scholes Model On February 3, 2017, the Company issued 6,000,000 warrants (4,000,000 at $0.35 for two years and 2,000,000 at $0.45 for three years) as part of a separation agreement with a co-founder and former president. The Company valued the warrants as of March 31, 2017, at $639,284 using the Black-Scholes Model |
9. RELATED PARTY TRANSACTIONS
9. RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Shareholders have made advances to the Company in the amounts of $0 and $129,374 (Kevin Jones $109,374 and Tunstall Canyon Group LLC $20,000) during the six months ended June 30, 2017, and 2016, respectively. Tunstall Canyon Group, LLC elected to convert advances of $0 and $51,500 to shares of common stock at market value ($0.08 per share) and Kevin Jones received repayments of $59,690 and $101,000 during the six months ended June 30, 2017, and 2016, respectively. |
10. INCOME TAXES
10. INCOME TAXES | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | At June 30, 2017, and December 31, 2016, the Company had approximately $2.3 million and $1.9 million, respectively, of net operating losses (“NOL”) carry forwards for federal and state income tax purposes. These losses are available for future years and expire through 2033. Utilization of these losses may be severely or completely limited if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382. The provision for income taxes for continuing operations consists of the following components for the six months ended June 30, 2017, and the year ended December 31, 2016: 2017 2016 Current $ 0 $ 0 Deferred 0 0 Total tax provision $ 0 $ 0 A comparison of the provision for income tax expense at the federal statutory rate of 34% for the six months ended June 30, 2017, and the year ended December 31, 2016, the Company’s effective rate is as follows: 2017 2016 Federal statutory rate (34.0 )% (34.0 )% State tax, net of federal benefit (0.0 ) (0.0 ) Permanent differences and other including surtax exemption 0.0 0.0 Valuation allowance 34.0 34.0 Effective tax rate 0.0 % 0.0 % The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at June 30, 2017, and December 31, 2016: 2017 2016 Deferred tax assets Net operating loss carry forwards $ 6,602,936 $ 5,602,576 Deferred compensation 2,444,698 2,570,198 Stock based compensation 10,486,062 5,165,124 Other 1,217,990 1,138,307 Total 20,751,686 14,476,205 Less valuation allowance (20,751,686 ) (14,476,205 ) Deferred tax asset 0 0 Deferred tax liabilities Depreciation and amortization $ 0 $ 0 Net long-term deferred tax asset $ 0 $ 0 The change in the valuation allowance was $6,275,481 and $2,018,074 for the six months ended June 30, 2017, and the year ended December 31, 2016, respectively. The Company has recorded a 100% valuation allowance related to the deferred tax asset for the loss from operations, interest expense, interest income and other income subsequent to the change in ownership, which amounted to $20,751,686 and $14,476,205 at June 30, 2017, and December 31, 2016, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, historical taxable income including available net operating loss carry forwards to offset taxable income, and projected future taxable income in making this assessment. |
11. COMMITMENTS
11. COMMITMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | Employment Agreements In May 2011, the Company entered into employment agreements with its chief executive officer, president and chief financial officer. The Agreements were for a term of five years (ending on May, 31, 2016). During the six months ended June 30, 2016, the Company accrued a total of $150,000 as management fees in accordance with the terms of these agreements. In August 2012, the Company entered into employment agreements with the president and chairman of the board of Greenway Innovative Energy, Inc. for a term of five years with compensation of $90,000 per year. In June 2014, the president’s employment agreement was amended to increase his annual pay to $180,000. On April 30, 2015, accrual on the Greenway Innovative Energy chairman of the board agreement ceased due to his absence from the Company for more than a year. During the six months ended June 30, 2017, and 2016, the Company accrued $90,000, respectively for the president. The Company does not have any other employment agreements, other than as described above. Leases In October 2015, the Company entered into a two-year lease for approximately 1,800 square feet a base rate of $2,417 per month. During the six months ended June 30, 2017, and 2016, respectively, the Company expensed $17,948 and $19,052, respectively, in, rent expense. The Company has a minimum commitment for 2017 of approximately $11,160 in annual maintenance fees for its United States Bureau of Land Management (“BLM”) mining lease, which are due September 1, 2017. Once the Company enters the production phase, royalties owed to the BLM will be equal to 10% of production. There is no actual lease agreement with the BLM, the Company just files an annual maintenance fee form. Legal On April 22, 2016, the Company filed suit under Cause No. DC-16-004718, in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc. (“Mamaki”), Hawaiian Beverages, Inc.(“HBI”), Curtis Borman and Lee Jenison for breach of a Stock Purchase Agreement dated October 29, 2015, wherein we sold our shares in Mamaki to HBI for $700,000 (along with the assumption of certain debt). The Defendants failed to make payments of $150,000 each on November 30, 2015, December 28, 2015, and January 27, 2016. On January 13, 2017, we executed a Settlement and Mutual Release Agreement with the Defendants. However, the Defendants defaulted in their payment obligations under Settlement and Mutual Release Agreement, and as result, the Company will move for Summary Judgment as soon as possible. |
12. SUBSEQUENT EVENTS
12. SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Subsequent to June 30, 2017, we sold 52,631 shares of our class A restricted common stock to one individual for $5,263 ($0.10 per share). |
3. ACCOUNTING POLICIES (POLICIE
3. ACCOUNTING POLICIES (POLICIES) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold, are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale or salvage value are recorded as a gain or loss on sale of equipment. Depreciation is computed using the straight-line method over the estimated useful life of the assets as follows: Straight Line Depreciation = (Purchase Price of Asset - Approximate Salvage Value) ÷ Estimated Useful Life of Asset. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC Topic 360, "Property, Plant and Equipment." An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds its fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized. |
Revenue Recognition | Revenue Recognition The Company has not, to date, generated any revenues. The Company plans to recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arraignments |
Use of Estimates | 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 amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates. |
Cash and Cash Equivalent | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents at June 30, 2017 or December 31, 2016. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes |
Net Loss Per Share, basic and diluted | Net Loss Per Share, basic and diluted Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants (314,733) have been excluded as a common stock equivalent in the diluted loss per share because their effect is anti-dilutive. |
Derivative Instruments | Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. See Note 6 below for discussion regarding convertible notes payable and a warrant agreement. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company's adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management's best estimate of what market participants would use as fair value. |
Original Issue Discount | Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount ("OID"). An OID is the difference between the original cash proceeds and the amount of the note upon maturity. The Note is originally recorded for the total amount payable. The OID is amortized into interest expense pro-rata over the term of the Note. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company's notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, receivables, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The following table represents the Company's assets and liabilities by level measured at fair value on a recurring basis at June 30, 2017: Description Level 1 Level 2 Level 3 Derivative Liabilities $ 0 $ 0 $ 71,759 The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: The change in the notes payable at fair value for the six-month period ended June 30, 2017 is as follows: Fair Value Change Fair January 1, 2017 in Fair Value New Convertible Notes Conversions Value June 30, 2017 Derivative Liabilities $ 56,057 $ 15,702 $ 0 $ 0 $ 71,759 All gains and losses on assets and liabilities measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy are recognized in other interest income and expense in the accompanying financial statements. |
Stock Based Compensation | Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation At June 30, 2017, the Company did not have any issued or outstanding stock options. |
Concentration and Credit Risk | Concentration and Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development |
Issuance of Common Stock | Issuance of Common Stock The issuance of common stock for other than cash is recorded by the Company at market values. |
Impact of New Accounting Standards | Impact of New Accounting Standards Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
2. BASIS OF PRESENTATION (TABLE
2. BASIS OF PRESENTATION (TABLES) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of subsidiaries | Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary |
3. SIGNIFICANT ACCOUNTING POLIC
3. SIGNIFICANT ACCOUNTING POLICIES (TABLES) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Company's assets and liabilities by level measured at fair value on a recurring basis | Description Level 1 Level 2 Level 3 Derivative Liabilities $ 0 $ 0 $ 71,759 |
Schedule of Change in the notes payable at fair value | Fair Value Change Fair January 1, 2017 in Fair Value New Convertible Notes Conversions Value June 30, 2017 Derivative Liabilities $ 56,057 $ 15,702 $ 0 $ 0 $ 71,759 |
4. PROPERTY, PLANT AND EQUIPM21
4. PROPERTY, PLANT AND EQUIPMENT (TABLES) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Range of Lives in Years June 30, 2017 December 31, 2016 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 4,015 4,015 Less accumulated depreciation (3,865 ) (3,666 ) $ 150 $ 349 Depreciation expense for the period ended $ 199 |
5. TERM NOTES PAYABLE (TABLES)
5. TERM NOTES PAYABLE (TABLES) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Term Notes Payable | 2017 2016 Unsecured note payable dated March 8, 2016 to an individual at 5.0% interest, payable upon the Company's availability of cash $ 8,500 $ 13,500 |
6. CONVERTIBLE PROMISSORY NOTE
6. CONVERTIBLE PROMISSORY NOTE (TABLES) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Assumptions used for valuing warrants | Commitment Date Expected dividends 0% Expected volatility 188% Expected term: conversion feature 2.25 years Risk free interest rate 0.62% |
7. ACCRUED EXPENSES (TABLES)
7. ACCRUED EXPENSES (TABLES) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | 2017 2016 Accrued consulting fees $ 249,500 $ 249,500 Accrued interest expense 524 1,022 Total accrued expenses $ 250,024 $ 250,522 |
10. INCOME TAXES (TABLES)
10. INCOME TAXES (TABLES) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the provision for income taxes | 2017 2016 Current $ 0 $ 0 Deferred 0 0 Total tax provision $ 0 $ 0 |
Schedule of income tax reconciliation | 2017 2016 Federal statutory rate (34.0 )% (34.0) % State tax, net of federal benefit (0.0 ) (0.0 ) Permanent differences and other including surtax exemption 0.0 0.0 Valuation allowance 34.0 34.0 Effective tax rate 0.0 % 0.0 % |
Schedule of net deferred tax assets and liabilities | 2017 2016 Deferred tax assets Net operating loss carry forwards $ 6,602,936 $ 5,602,576 Deferred compensation 2,444,698 2,570,198 Stock based compensation 10,486,062 5,165,124 Other 1,217,990 1,138,307 Total 20,751,686 14,476,205 Less valuation allowance (20,751,686 ) (14,476,205 ) Deferred tax asset 0 0 Deferred tax liabilities Depreciation and amortization $ 0 $ 0 Net long-term deferred tax asset $ 0 $ 0 |
2. BASIS OF PRESENTATION (Detai
2. BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Greenway Innovative Energy [Member] | |
Ownership percentage | 100.00% |
State of incorporation | Nevada |
Logistix Technology Systems [Member] | |
Ownership percentage | 100.00% |
State of incorporation | Texas |
Universal media Corp. [Member] | |
Ownership percentage | 100.00% |
State of incorporation | Wyoming |
2. BASIS OF PRESENTATION (Det27
2. BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net income (loss) | $ (1,005,488) | $ (239,367) | $ (6,275,481) | $ (734,007) | |
Working capital | (1,700,000) | (1,700,000) | |||
Accumulated deficit | $ (20,751,686) | $ (20,751,686) | $ (14,476,205) |
3. SUMMARY OF SIGNIFICANT ACC28
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value) - Fair Value, Measurements, Recurring [Member] | Jun. 30, 2017USD ($) |
Fair Value, Inputs, Level 2 [Member] | |
Fair value derivative liabilities | $ 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair value derivative liabilities | 71,759 |
Fair Value, Inputs, Level 1 [Member] | |
Fair value derivative liabilities | $ 0 |
3. SUMMARY OF SIGNIFICANT ACC29
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Change in fair value) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Accounting Policies [Abstract] | |
Derivative liabilities, beginning balance | $ 56,057 |
Change in fair value | 15,702 |
Issuances | 0 |
Conversions | 0 |
Derivative liabilities, ending balance | $ 71,759 |
3. SUMMARY OF SIGNIFICANT ACC30
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Property and equipment useful life | 5-7 years | |||
Antidilutive shares excluded from EPS | 314,733 | |||
Research and development expenses | $ 160,274 | $ 94,836 | $ 337,932 | $ 259,671 |
4. PROPERTY, PLANT AND EQUIPM31
4. PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Property and equipment, gross | $ 4,015 | $ 4,015 | $ 4,015 | ||
Less: accumulated depreciation | (3,865) | (3,865) | (3,666) | ||
Property and equipment, net | 150 | 150 | 349 | ||
Depreciation expense | 99 | $ 99 | 199 | $ 198 | |
Furniture and Fixtures [Member] | |||||
Property and equipment, gross | 1,983 | 1,983 | 1,983 | ||
Equipment [Member] | |||||
Property and equipment, gross | $ 2,032 | $ 2,032 | $ 2,032 |
5. TERM NOTES PAYABLE (Details
5. TERM NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Term note payable | $ 8,500 | $ 13,500 |
Term Note [Member] | ||
Debt issuance date | Mar. 8, 2016 | |
Stated interest rate | 5.00% |
6. CONVERTIBLE PROMISSORY NOT33
6. CONVERTIBLE PROMISSORY NOTE (Details - Assumptions) - Note Warrant [Member] | 6 Months Ended |
Jun. 30, 2017 | |
Expected dividends | 0.00% |
Expected volatility | 188.00% |
Expected term | 2 years 3 months |
Risk free interest rate | 0.62% |
6. CONVERTIBLE PROMISSORY NOT34
6. CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Convertible promissory note | $ 0 | $ 120,753 |
Interest expense debt | 9,327 | |
Amortization of discount | $ 3,600 |
7. ACCRUED EXPENSES (Details)
7. ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued consulting fees | $ 249,500 | $ 249,500 |
Accrued interest expense | 524 | 1,022 |
Total accrued expenses | $ 250,024 | $ 250,522 |
8. CAPITAL STRUCTURE (Details N
8. CAPITAL STRUCTURE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | |
Separation Agreement [Member] | ||
Warrants issued | 6,000,000 | |
Fair value of warrants | $ 639,284 | |
Stock for Services [Member] | ||
Stock issued for services, shares | 1,541,666 | |
Stock issued for services, value | $ 327,500 |
9. RELATED PARTY TRANSACTIONS (
9. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Proceeds from related parties | $ 0 | $ 129,374 |
Debt converted, amount converted | 0 | 51,500 |
Repayments to related parties | $ 59,690 | 23,087 |
Kevin Jones [Member] | ||
Proceeds from related parties | 109,374 | |
Repayments to related parties | 59,690 | |
Tunstall Canyon Group LLC [Member] | ||
Proceeds from related parties | 20,000 | |
Debt converted, amount converted | 51,500 | |
Repayments to related parties | $ 101,000 |
10. INCOME TAXES (Details - tax
10. INCOME TAXES (Details - tax provision) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Current tax provision | $ 0 | $ 0 | ||
Deferred tax provision | 0 | 0 | ||
Total tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
10. INCOME TAXES (Details - Rec
10. INCOME TAXES (Details - Reconciliation) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (34.00%) | (34.00%) |
State tax, net of federal benefit | 0.00% | 0.00% |
Permanent differences and other including surtax exemption | 0.00% | 0.00% |
Valuation allowance | 34.00% | 34.00% |
Effective tax rate | 0.00% | 0.00% |
10. INCOME TAXES (Details - Def
10. INCOME TAXES (Details - Deferred taxes) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Net operating loss carry forwards | $ 6,602,936 | $ 5,602,576 |
Deferred compensation | 2,444,698 | 2,570,198 |
Stock based compensation | 10,486,062 | 5,165,124 |
Other | 1,217,990 | 1,138,307 |
Total | 20,751,686 | 14,476,205 |
Less valuation allowance | (20,751,686) | (14,476,205) |
Deferred tax asset | 0 | 0 |
Deferred tax liabilities | ||
Depreciation and amortization | 0 | 0 |
Net long-term deferred tax asset | $ 0 | $ 0 |
10. INCOME TAXES (Details Narra
10. INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 2,300,000 | $ 1,900,000 |
Operating loss carryforward expiration date | Dec. 31, 2033 | |
Change in valuation allowance | $ 6,275,481 | |
Valuation allowance | $ 20,751,686 | $ 14,476,205 |
11. COMMITMENTS (Details Narrat
11. COMMITMENTS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Management fee payable | $ 1,829,102 | $ 1,916,602 | |
Rent expense | 17,948 | $ 19,052 | |
Commitment for annual maintenance | 11,160 | ||
Greenway Chairman [Member] | |||
Management fee payable | $ 90,000 | 90,000 | |
Executives [Member] | |||
Management fee payable | $ 150,000 |