Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 19, 2019 | |
Entity Registrant Name | GREENWAY TECHNOLOGIES INC | |
Entity Central Index Key | 0001572386 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 296,815,547 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 19,576 | $ 73,211 |
Prepaid expenses | 14,612 | |
Receivable - related party | 131,120 | |
Total Current Assets | 165,308 | 73,211 |
Fixed assets | ||
Property & equipment | 4,015 | 4,015 |
Less depreciation | 4,015 | 4,015 |
Total fixed assets | ||
Other assets | ||
Advance to Dynalyst, net of reserve $15,000 | 15,000 | |
Total Other Assets | 15,000 | |
Total Assets | 165,308 | 88,211 |
Current Liabilities | ||
Accounts payable | 881,356 | 738,845 |
Advances - related parties | 1,100 | |
Accrued management fees | 1,301,964 | 2,032,102 |
Accrued expenses | 682,657 | 734,833 |
Accrued expenses - related parties | 1,204,389 | 118,334 |
Legal settlement expenses | 20,000 | |
Accrued interest payable | 160,014 | |
Notes payable and convertible notes payable | 216,667 | 410,667 |
Notes payable - related parties (Net of debt discount of $140,038 and $90,619 respectively) | 1,723,960 | 638,250 |
Derivative liability - convertible notes | 103,476 | |
Total Current Liabilities | 6,191,007 | 4,777,607 |
Long Term Liabilities | ||
Notes Payable - Southwest Capital | 525,000 | |
Total Long Term Liabilities | 525,000 | |
Total Liabilities | 6,716,007 | 4,777,607 |
Stockholders' Deficit | ||
Additional paid-in capital | 22,862,359 | 22,100,087 |
Subscription Receivable - Warrants | (7,668) | |
Accumulated deficit | (29,435,460) | (26,818,584) |
Total Stockholders' Deficit | (6,550,699) | (4,689,396) |
Total Liabilities & Stockholders' Deficit | 165,308 | 88,211 |
Class A Common Stock [Member] | ||
Stockholders' Deficit | ||
Common Class A stock 300,000,000 shares authorized, par value $0.0001, 296,815,547 and 286,703,915 outstanding at September 30, 2019 and December 31, 2018, respectively | $ 30,170 | $ 29,101 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Reserve | $ 15,000 | |
Debt discount | $ 140,038 | $ 90,619 |
Class A Common Stock [Member] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 296,815,547 | 286,703,915 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses | ||||
General and administrative | 339,507 | 219,574 | 1,100,433 | 1,031,381 |
Research and development | (87,357) | 75,000 | 441,320 | 616,283 |
Total Expense | 252,150 | 294,574 | 1,541,753 | 1,647,664 |
Operating loss | (252,150) | (294,574) | (1,541,753) | (1,647,664) |
Other income (expenses) | ||||
Gain / (loss) on change in fair value of derivative | (81,975) | (56,168) | (64,899) | (18,581) |
Interest income / (expense) | (121,449) | 5,476 | (284,669) | (28,760) |
Settlement expense - loan agreement | 39,220 | 39,220 | (208,000) | |
Net gain on settlement of debt | 180,000 | |||
Settlement income / (expense) | (95,000) | 210,000 | (765,000) | 210,000 |
Other Miscellaneous Income | 125 | |||
Total other income / (expense) | (259,204) | 159,308 | (1,075,223) | 134,659 |
Loss before income taxes | (511,354) | (135,266) | (2,616,976) | (1,513,005) |
Provision for income taxes | ||||
Net loss | $ (511,354) | $ (135,266) | $ (2,616,976) | $ (1,513,005) |
Net loss per share | ||||
Basic and diluted net loss per shares | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average shares Outstanding Basic and diluted | 288,855,344 | 286,703,915 | 288,607,408 | 286,478,655 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 28,771 | $ 20,782,630 | $ (23,623,602) | $ (2,812,201) | |
Balance, shares at Dec. 31, 2017 | 287,681,826 | ||||
Shares issued from stock sales to accredited investors | $ 478 | $ 536,022 | 536,500 | ||
Shares issued from stock sales to accredited investors, shares | 4,810,253 | ||||
Shares issued to settle shareholder obligations | $ 300 | 329,700 | 330,000 | ||
Shares issued to settle shareholder obligations, shares | 3,000,000 | ||||
Shares returned and cancelled for settlement | $ (1,163) | 1,163 | |||
Shares returned and cancelled for settlement, shares | (11,763,164) | ||||
Net loss | (574,623) | (574,623) | |||
Balance at Mar. 31, 2018 | $ 28,386 | 21,649,515 | (24,198,225) | (2,520,324) | |
Balance, shares at Mar. 31, 2018 | 283,728,915 | ||||
Balance at Dec. 31, 2017 | $ 28,771 | $ 20,782,630 | (23,623,602) | (2,812,201) | |
Balance, shares at Dec. 31, 2017 | 287,681,826 | ||||
Shares issued to settle shareholder obligations | 538,000 | ||||
Net loss | (1,513,005) | ||||
Balance at Sep. 30, 2018 | $ 28,652 | $ 21,989,916 | (25,136,606) | (3,118,038) | |
Balance, shares at Sep. 30, 2018 | 286,703,915 | ||||
Balance at Mar. 31, 2018 | $ 28,386 | 21,649,515 | (24,198,225) | (2,520,324) | |
Balance, shares at Mar. 31, 2018 | 283,728,915 | ||||
Shares issued from stock sales to accredited investors | $ 56 | 65,944 | 66,000 | ||
Shares issued from stock sales to accredited investors, shares | 875,000 | ||||
Shares issued for settlement | $ 160 | 207,840 | 208,000 | ||
Shares issued for settlement, shares | 1,600,000 | ||||
Shares issued for Compensation | $ 50 | 29,950 | 30,000 | ||
Shares issued for Compensation, shares | 500,000 | ||||
Net loss | (803,116) | (803,116) | |||
Balance at Jun. 30, 2018 | $ 28,652 | 21,953,249 | (25,001,341) | (3,019,440) | |
Balance, shares at Jun. 30, 2018 | 286,703,915 | ||||
Equity features imbedded in debt issues | 36,667 | 36,667 | |||
Net loss | (135,265) | (135,266) | |||
Balance at Sep. 30, 2018 | $ 28,652 | 21,989,916 | (25,136,606) | (3,118,038) | |
Balance, shares at Sep. 30, 2018 | 286,703,915 | ||||
Balance at Dec. 31, 2018 | $ 29,101 | 22,100,087 | (26,818,584) | (4,689,396) | |
Balance, shares at Dec. 31, 2018 | 286,703,915 | ||||
Shares issued for Warrant conversions | $ 76 | 7,592 | (7,668) | ||
Shares issued for Warrant conversions, shares | 766,667 | ||||
Net loss | (598,948) | (598,948) | |||
Balance at Mar. 31, 2019 | $ 29,177 | 22,107,679 | (7,668) | (27,417,532) | (5,288,344) |
Balance, shares at Mar. 31, 2019 | 287,470,582 | ||||
Balance at Dec. 31, 2018 | $ 29,101 | 22,100,087 | (26,818,584) | (4,689,396) | |
Balance, shares at Dec. 31, 2018 | 286,703,915 | ||||
Shares issued to settle shareholder obligations | |||||
Shares issued for Loan Conversion (3,906,610 shares not issued in the period reported) | 312,375 | ||||
Net loss | (2,616,976) | ||||
Balance at Sep. 30, 2019 | $ 30,170 | 22,862,359 | (7,668) | (29,435,460) | (6,550,699) |
Balance, shares at Sep. 30, 2019 | 296,815,547 | ||||
Balance at Mar. 31, 2019 | $ 29,177 | 22,107,679 | (7,668) | (27,417,532) | (5,288,344) |
Balance, shares at Mar. 31, 2019 | 287,470,582 | ||||
Adjustment for incorrectly reported shares | |||||
Adjustment for incorrectly reported shares, shares | (581,905) | ||||
Shares issued for Promissory Note Fees | $ 110 | 54,890 | 55,000 | ||
Shares issued for Promissory Note Fees, shares | 1,100,000 | ||||
Net loss | (1,506,674) | (1,506,674) | |||
Balance at Jun. 30, 2019 | $ 29,287 | 22,162,569 | (7,668) | (28,924,206) | (6,740,018) |
Balance, shares at Jun. 30, 2019 | 287,988,677 | ||||
Shares issued for Promissory Note Fees | $ 117 | 88,181 | 88,298 | ||
Shares issued for Promissory Note Fees, shares | 1,170,260 | ||||
Shares issued for Loan Conversion (3,906,610 shares not issued in the period reported) | $ 391 | 311,984 | 312,375 | ||
Shares issued for Loan Conversion (3,906,610 shares not issued in the period reported), shares | 3,906,610 | ||||
Shares issued in Legal Settlements (2,500,000 shares not issued in the period reported) | $ 250 | 199,750 | 200,000 | ||
Shares issued in Legal Settlements (2,500,000 shares not issued in the period reported), shares | 2,500,000 | ||||
Shares issued for Private Placement (1,250,000 shares not issued in the period reported) | $ 125 | 99,875 | 100,000 | ||
Shares issued for Private Placement (1,250,000 shares not issued in the period reported), shares | 1,250,000 | ||||
Net loss | (511,354) | (511,354) | |||
Balance at Sep. 30, 2019 | $ 30,170 | $ 22,862,359 | $ (7,668) | $ (29,435,460) | $ (6,550,699) |
Balance, shares at Sep. 30, 2019 | 296,815,547 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Deficit (Parenthetical) | 3 Months Ended |
Sep. 30, 2019shares | |
Statement of Stockholders' Equity [Abstract] | |
Shares to be issued promissory note fees | 1,070,260 |
Shares to be issued loan conversion | 3,906,610 |
Shares to be issued legal settlement | 2,500,000 |
Shares to be issued private placement | 1,250,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (2,616,976) | $ (1,513,005) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivatives | 64,899 | (58,797) | ||
Amortization of debt discount | 93,879 | 69,585 | ||
Legal settlements | 745,000 | |||
Accrued management fees | (40,000) | |||
Bad debt expense (Dynalyst) | 15,000 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expense | (14,612) | 157,500 | ||
Accrued expenses | 462,655 | |||
Accounts payable | 142,511 | (44,918) | ||
Net Cash Used in Operating Activities | (1,107,644) | (1,429,635) | ||
Cash flows from investing activities: | ||||
Receivable - related parties | (131,120) | |||
Net Cash Used in Investing Activities | (131,120) | |||
Cash Flows from Financing Activities | ||||
Repayment of shareholder advances | (50,741) | |||
Proceeds from Notes Payable - related parties | 1,135,130 | 100,000 | ||
Payments on other notes payable | (50,000) | (8,500) | ||
Proceeds from sale of common stock | 100,000 | 1,207,168 | ||
Stockholder advances | 129,438 | |||
Net Cash Provided by Financing Activities | 1,185,130 | 1,377,365 | ||
Net (Decrease) Increase in Cash | (53,634) | (52,270) | ||
Cash Beginning of Period | $ 91,518 | 73,210 | 91,518 | $ 91,518 |
Cash End of Period | 19,576 | 39,248 | $ 73,210 | |
Supplemental Disclosure of Cash Flow Information: | ||||
Cash Paid during the period for interest | 41,952 | |||
Cash Paid during the period for taxes | ||||
Non-Cash investing and financing activities | ||||
Shares issued to settle shareholder obligations | $ 330,000 | 538,000 | ||
Issuance of common stock to settle accrued expenses | 30,000 | |||
Subscription receivables - warrants | (7,668) | |||
Shares issued for promissory note fees | 143,298 | |||
Loan conversion (fair value of shares issued: $312,375) | 183,220 | |||
Equity features embedded in debt issued | 36,667 | |||
Shares issued for settlement of accrued legal settlements | $ 200,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
Fair value of shares issued | $ 312,375 | $ 312,375 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 – ORGANIZATION Nature of Operations Greenway Technologies, Inc., (“Greenway”, “GTI” or the “Company”) through its wholly owned subsidiary, Greenway Innovative Energy, Inc., is primarily engaged in the research, development and commercialization of a proprietary Gas-to-Liquids (GTL) syngas conversion system that can be economically scaled to meet individual natural gas field/resource requirements. The Company’s proprietary and patented technology has now been realized in Greenway’s recently completed first generation commercial-scale G-Reformer TM Greenway 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. Greenway’s GTL Technology In August 2012, Greenway Technologies acquired 100% of Greenway Innovative Energy, Inc. (“GIE”) which owns patents and trade secrets for a proprietary technology to convert natural gas into synthesis gas (“syngas”). Based on its breakthrough process called Fractional Thermal Oxidation™ (“FTO”), the Company believes that the G-Reformer, combined with conventional Fischer-Tropsch (“FT”) processes, offers an economical and scalable method to converting natural gas to liquid fuel. On February 15, 2013, GIE filed for its first patent. On November 4, 2013, GIE filed for a second patent covering other unique aspects of the design. Subsequently, the Company received Patent Nos. 8,574,501 B1 and 8,795,597 B2 covering the GTL conversion technology for the purpose of converting natural gas to clean synthetic fuels. The Company has identified several other areas in its technology and has and is filing for multiple additional patents. On June 26, 2017, Greenway and research partner, The University of Texas at Arlington (“UTA”), announced that they had successfully demonstrated Greenway’s GTL technology at the Company sponsored Conrad Greer Laboratory at UTA, proving the viability of the science behind the technology. On March 6, 2018, the Company announced the completion of its first commercial scale G-Reformer. The G-Reformer is the critical component of the Company’s innovative Greer-Wright Gas-to-Liquids system. A team consisting of individuals from the Company, UTA and the Company’s contracted fabricator worked together to test and calibrate the newly built G-Reformer unit. The testing substantiated the units’ synthesis gas generation capability and demonstrated additional proficiencies within certain prior prescribed testing metrics. The Company believes that its proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. Initial tests have demonstrated that the Company’s solution is superior to legacy technologies which are costly, have a larger footprint and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas, all markets the Company seeks to service. The proprietary technology based around the G-Reformer is unique in that it also allows for transportable GTL plants with a much smaller footprint when compared to legacy large-scale technologies. The Company believes its technologies and processes will allow for GTL plants to be built with substantially lower up-front and ongoing costs resulting in more profitable results for O&G operators. Greenway is now working to commercialize both its G-Reformer and its GTL solutions and is in discussions with a number of oil and gas companies, smaller oil and gas operators and other interested parties to license and obtain joint venture or other forms of capital funding to build its first complete gas-to-liquid plant. Mining Interest In December 2010, UMED acquired the rights to approximately 1,440 acres of placer mining claims located on Bureau of Land Management (“BLM”) land in Mohave County, Arizona for 5,066,000 shares of restricted Common A stock. Early indications, from samples taken and processed, provided reason to believe that the potential recovery value of the metals located on the 1,440 acres is significant, but only actual mining and processing will determine the ultimate value which may be realized from this property holding. The Company is currently exploring strategic options to partner or sell its interest in this acreage, while it focuses on its emerging GTL technology sales and marketing efforts. |
Basis of Presentation and Going
Basis of Presentation and Going Concern Uncertainties | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern Uncertainties | NOTE 2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES Basis of Presentation The accompanying unaudited consolidated financial statements 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 Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2019. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 Principles of Consolidation The accompanying consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. All significant inter-company accounts and transactions were eliminated in consolidation. The accompanying unaudited 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 Greenway’s investments in unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities (“VIE”) in which the Company is not deemed to be the primary beneficiary are accounted for by the equity method. Going Concern Uncertainties The accompanying unaudited 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 consolidated financial statements, as of September 30, 2019, we have an accumulated deficit of $29,435,460. For the nine-months ended September 30, 2019, we had no revenue, generated a net loss of $2,616,976 and used cash of $1,107,644 for operating activities. 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 continue 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 accompanying unaudited 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies applied in the presentation of the unaudited 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. 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 Accounting Standards Codification, ASC Topic 360, Property, Plant and Equipment Revenue Recognition The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The company adopted the guidance on January 1, 2018 and applied the cumulative catch-up transition method. The transition adjustment to be recorded to stockholders’ deficit upon adoption of the new standard did not have a material effect upon the consolidated financial statements. The Company has not, to date, generated any revenues. Equity Method Investment On August 29, 2019, the Company entered into a Material Definitive Agreement to form OPM Green Energy, LLC. The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 45% interest in OPMGE. The Company evaluated its interest in OPMGE and determined that the Company does not control OPMGE. The Company accounts for its interest in OPMGE via the equity method of accounting. At September 30, 2019, OPMGE had no income statement activity. As noted in Note 9, the Company maintains a related party receivable from OPMGE related to capital expenditures. The Company expects to fully recover the receivable once OPMGE operations ramp up in 2020. 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 September 30, 2019, or December 31, 2018. Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars. 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 issued and outstanding for the period. Shares issuable upon the exercise of warrants (11,499,226), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (9,476,870) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be 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 the related discussion regarding the Company’s current convertible notes payable and warrants. 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 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. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018: Description Level 1 Level 2 Level 3 September 30, 2019 Derivative Liabilities $ - $ - $ - December 31, 2018 Derivative Liabilities $ - $ - $ 103,476 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: 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 consolidated financial statements. The change in the notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2019, is as follows: FairValue Change in New Fair Value January 1, 2019 Fair Value Notes Conversions September 30, 2019 Derivative Liabilities $ (103,476 ) $ 64,899 $ - $ 168,375 $ - Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation At September 30, 2019, the Company did not have any 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. There are no uninsured balances as of September 30, 2019. 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 based on the closing price of the stock on the date of any such grant. Impact of New Accounting Standards Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | NOTE 4 – PROPERTY, PLANT, AND EQUIPMENT Range of Lives September 30, 2019 December 31, 2018 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 4,015 4,015 Less accumulated depreciation (4,015 ) (4,015 ) $ 0 $ 0 Depreciation expense was $0 for the nine months ended September 30, 2019 and 2018. |
Term Notes Payable and Notes Pa
Term Notes Payable and Notes Payable Related Parties | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Term Notes Payable and Notes Payable Related Parties | NOTE 5 – TERM NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES Term notes payable, including notes payable to related parties consisted of the following at September 30, 2019 and December 31, 2018 respectively: September 30, 2019 December 31, 2018 Secured notes payable at 18% per annum related to the Mabert LLC as Agent Loan Agreement dated September 14, 2018 for up to $1,500,000, shown net of debt discount of $140,038 and $90,619 (1) $ 1,723,960 $ 638,250 Unsecured note payable at 10% per annum dated November 13, 2017 to a corporation, with an amended due date of March 1, 2020 50,000 100,000 Unsecured note payable at 4.5% per annum dated December 28, 2017 to a corporation, payable in two parts on January 8, 2018 and 2019 (2) 166,667 166,667 Unsecured convertible note payable at 4.0% per annum dated January 16, 2018 to a trust, payable January 16, 2020 (3) 0 144,000 Total term notes (net of discounts) $ 1,940,627 $ 1,048,917 (1) On September 14, 2018, the Company entered into a loan agreement with a private company, Mabert LLC, acting as Agent for various private lenders (the “Loan Agreement”) for the purpose of funding working capital and general corporate expenses up to $1,500,000, subsequently amended to a maximum of $5,000,000. Mabert LLC is a Texas limited liability company, owned by Director and stockholder, Kevin Jones, and his wife Christine Early (for each and all references herein forward, “Mabert”). Under the Loan Agreement, Mabert has loaned gross loan proceeds of $1,863,998 (excluding debt discount of $140,038) through September 30, 2019, and through which Mr. Jones, and his wife provided $528,868 through December 31, 2018. The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. The Loan Agreement, Security Agreement and UCC-1 filing are incorporated by reference as Exhibits 10.48–10.50. For each Promissory Note loan made under the Loan Agreement, as a cost to each note, the Company agreed to issue warrants and/or stock for Class A common stock valued at $0.01 per share on an initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. For the period ended September 30, 2019, the Company issued an additional 1,170,260 shares of Class A common stock, as compared to the Company having issued 1,624,404 warrants as of December 31, 2018. Of these warrants, 766,667 were converted to common stock in January 2019, with 857,737 warrants remaining outstanding related to the 2018 issuance. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $140,038 for the period ended September 30, 2019, and $90,619 for the year ended 2018; this amount is amortized to interest expense on a straight-line basis over the terms of the loans. On April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $25,000, at 18% interest per annum. As a cost of the note, the Company issued 50,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $2,500, subject to standard Rule 144 restrictions. On April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a financial institution for $225,000, at 18% interest per annum, advanced and guaranteed by Kevin Jones, a Director and shareholder. As a cost of the note, the Company issued 450,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $22,500, subject to standard Rule 144 restrictions. On May 31, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $300,000, at 18% interest per annum. As a cost of the note, the Company issued 600,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $30,000, subject to standard Rule 144 restrictions. On June 10, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $50,000, at 12.5% interest per annum. As a cost of the note, the Company issued 100,000 shares of its Class A common stock at a market price of $0.055 per share for a total debt discount of $5,666, subject to standard Rule 144 restrictions. On August 4, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $30,000, at 10% interest per annum. As a cost of the note, the Company issued 60,000 shares of its Class A common stock at a market price of $0.093 per share for a total debt discount of $5,578, subject to standard Rule 144 restrictions. On September 30, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $505,130, at 18% interest per annum. As a cost of the note, the Company issued 1,010,260 shares of its Class A common stock at a market price of $0.076 per share for a total debt discount of $77,054, subject to standard Rule 144 restrictions. (2) On December 20, 2018, the Company issued a convertible promissory note for $166,667, payable by December 20, 2020. This loan is in default for breach of payment. By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term. See Note 6 below. (3) On January 16, 2018, the Company issued a convertible promissory note for $150,000, prior shown net a $6,000 principal payment at $144,000. This loan was in default for breach of payment during the period ending June 30, 2019. By its terms, the interest payable increased to 18% per annum on April 1, 2018. On July 24, 2019, the holder noticed the Company of its intent to convert and the note was converted to 3,906,610 shares of Class A common stock. See: Note 6 below. |
2018 Convertible Promissory Not
2018 Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
2018 Convertible Promissory Notes | NOTE 6 – 2018 CONVERTIBLE PROMISSORY NOTES The Company issued a $166,667 convertible promissory note bearing interest at 4.50% per annum to an accredited investor, payable in equal installments of $6,000 commencing February 1, 2018 plus interest at rate of 4% per annum on December 20, 2018 and $80,000 plus accrued interest on December 20, 2019. The holder has the right to convert the note into common stock of the Company at a conversion price of $0.08 per share for each one dollar of cash payment which may be due, (which would be 1,083,333 shares for the $86,667 payment and 1,000,000 shares for the $80,000 payment). As of December 20, 2018, a material event of default occurred for breach of payment. The holder has the right but has not noticed the Company of its intent to convert. See Note 5 above. 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 did not result 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. As of December 31, 2017, the discount related to the beneficial conversion feature on the note was valued at $27,083 based on the $0.013 difference between the market price of $0.093 and the conversion price of $0.08 times the 2,083,325 conversion shares. Due to the default, the full discount was expensed in 2018. The Company issued a $150,000 convertible promissory note January 16, 2018 bearing interest at 4.50% per annum to an accredited investor, the Greer Family Trust (“Trust”), payable in equal installments of $6,000 plus accrued interest until the principal and accrued interest are paid in full. The note provided the Trust a right to convert the note into common stock of the Company at a conversion price of equal to seventy percent (70%) of the prior twenty (20) days average closing market price of the Company’s common stock. As of April 1, 2018, only one $6,000 payment had been made, creating a material event of default. At which time, the default interest rate became 18%. The Company accrued such default interest since the default. On July 25, 2019, a Trustee for the Trust sent notice to the Company of their election to convert all unpaid principal and accrued interest of $183,220 due under the note. The conversion price as calculated according to the note’s terms is $0.0469 per share, resulting in a conversion of the Note and accrued interest into 3,906,610 shares of the Company’s common stock. Instructions to the transfer agent for the issuance of such shares shall be issued as soon as practicable by the Company. The Company evaluated the terms of the original 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 discount related to the beneficial conversion feature on the note was valued at $58,494 based on the difference between the fair value of the 1,578,947 convertible shares at the valuation date and the $150,000 note value. The discount related to the beneficial conversion feature was being amortized over the term of the debt. The discount related to the beneficial conversion feature on the note was valued using the Black-Scholes Model Black-Scholes Model July 25, 2019 Commitment Date Expected dividends 0 % 0 % Expected volatility 253.27 % 261.71 % Expected term: conversion feature 1 year 1 year Risk free interest rate 2.08 % 1.76 % Due to the conversion of the convertible note on July 25, 2019, the Company wrote off the prior total $103,476 derivative liability as of the conversion date, recording a $81,975 and $64,899 loss in the fair value of a derivative for the three and nine months ended September 2019, respectively. See Note 5. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 7 – ACCRUED EXPENSES Accrued expenses consisted of the following at for the periods ended: September 30, 2019 December 31, 2018 Accrued consulting fees $ 427,018 $ 328,157 Accrued consulting expense 249,500 356,078 Miscellaneous expense 6,139 - Total accrued expenses $ 682,657 $ 734,833 |
Capital Structure
Capital Structure | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Capital Structure | NOTE 8 – CAPITAL STRUCTURE The Company is currently authorized to issue 300,000,000 shares of Class A common stock with a par value of $.0001 per share and 20,000,000 shares of Class B stock with a par value of $.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. The Company has filed under Rule 14a-101 a PRE14A Schedule proxy and notice for a Special Shareholders Meeting to be held December 11, 2019 in Arlington, Texas. There are several proposals requesting shareholder vote. Proposal 1 seeks shareholder approval of an amendment to the Company’s certificate of formation (“Certificate”) to increase the number of authorized shares of Class A Shares of the Company, par value $0.0001 per share (“Class A Shares”), from 300,000,000 to 500,000,000, (such amendment, “Amendment No. 1”); Proposal 2 seeks the approval of an amendment to the Certificate to change the name of the Company’s Class A Shares from “Class A” to “common stock” (“Common Stock”). The Common Stock would have the same par value $0.0001 per share, designations, powers, privileges, rights, qualifications, limitations, and restrictions as the current Class A Shares (such amendment, “Amendment No. 2”); Proposal 3 seeks the approval of an amendment to the Certificate to eliminate Class B Shares of the Company, par value $0.0001 per share (the “Class B Shares”), as a class of capital stock of the Company (such amendment, “Amendment No. 3”). See Note 11 – Subsequent Events. Class A Common Stock At September 30, 2019, there were 296,815,547 total shares of class A common stock outstanding, including 9,126,870 shares not issued in the period reported. During the three-months ended September 30, 2019, the Company: issued a net new 8,826,870 shares of restricted class A common stock, including 3,906,610 shares for a loan conversion at $0.047 per share (see Note 5 herein above), and to: three (3) individuals at a total 1,170,260 shares for $88,298 in loan origination fees; one (1) individual in a private placement of 1,250,000 shares at $0.08 per share and 2,500,000 shares valued at $200,000 to two (2) business entities related to legal settlements. During the three-months ended June 30, 2019, the Company: issued 1,100,000 shares of restricted class A common stock to two (2) individuals as consideration for loan origination fees. The Company also updated and corrected its stockholder records generating a net decrease in common stock outstanding of 581,905 shares. During the three-months ended March 31, 2019, the Company: issued 766,667 shares of restricted class A common stock to three (3) individuals holding warrants for 366,667, 200,000 and 200,000 shares respectively, priced at $0.01/converted share. At December 31, 2018, there were 286,703,915 shares of Class A commons stock outstanding. Class B Stock At September 30, 2019 and December 31, 2018 respectively, there were no shares of class B stock issued and outstanding. Stock options, warrants and other rights At September 30, 2019 and December 31, 2018, the Company has not adopted any employee stock option plans. As of September 30, 2019, the Company had total warrants issued and outstanding of 11,499,226, with current expiration periods of less than one to fifteen years. 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 with expected dividend rate of 0%, expected volatility rate of 189%, expected conversion term of 4.75 years and risk-free interest rate of 1.75%. These warrants were not exercised before September 30, 2019 and have expired by their terms on October 1, 2019. 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 with expected dividend rate of 0%, expected volatility rate of 455%, expected conversion term of two and three years and risk-free interest rate of 1.75%. Of these, 4,000,000 warrants were not exercised and have expired by their terms. On November 30, 2017, the Company issued 1,000,000 warrants at $0.30 for three years as part of a settlement of a shareholder dispute with MTG Holdings, Inc. The Company valued the warrants as of December 31, 2017, at $95,846 using the Black-Scholes Model with expected dividend rate of 0%, expected volatility rate of 116%, expected conversion term of two and three years and risk-free interest rate of 1.37%. These warrants were extinguished in the comprehensive settlement agreement reached in March 2019. See Note 10 – Legal. On January 8, 2018, the Company issued 4,000,000 warrants at a purchase price of $0.15 per share to a director, Kent Harer, in exchange for his return of 3,000,000 shares of Class A common stock he had been prior granted. The 3,000,000 shares issued were valued and recorded for $490,000 during 2017. The value of $490,000 remained on the books as it reflects the event that occurred in 2017. The warrants shall be void and of no effect and all rights thereunder shall cease at 5:00 pm, Fort Worth, Texas time on January 8, 2021. In conjunction with the Mabert LLC Loan Agreement described herein above, the Company issued a combined total of 1,624,404 warrants at a purchase price of $0.01 per share for fifteen (15) years in the year ending December 31, 2018. In the third quarter ending September 30, 2018, the Company issued 366,667 warrants. In the fourth quarter, the Company issued 1,257,737 warrants, including 1,057,737 warrants to Kevin Jones, a director, and his spouse for loans they each separately made totaling $428,868 and $100,000 respectively, and 200,000 warrants to a third-party lender. All such warrants, excluding Mr. Jones’ 857,737 remaining warrants were converted to common stock in January 2019. There were 641,489 warrants issued to various unaccounted individuals prior to 2014 that are all believed to have fifteen-year expirations. The Company is attempting to determine the ownership for each of the prior warrant grants and will adjust its outstanding warrants accordingly at yearend 2019. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 - RELATED PARTY TRANSACTIONS Kevin Jones, a director and greater than 5% shareholder, made net advances to the Company in the amount of $505,130 through the three months ending September 30, 2019, converted to a renewable one-year Promissory Note, at 18% interest-only for the first year. See Note 5. After approval during a properly called special meeting of the board of directors, on September 14, 2018 Mabert, LLC, a Texas Limited Liability Company owned by a director and stockholder, Kevin Jones and his wife Christine Early, as an Agent for various private lenders including themselves, entered into a loan agreement (“Loan Agreement”) for the purpose of funding working capital and general corporate expenses for the Company of up to $1,500,000, which was subsequently amended to provide up to $5,000,000. The Company bylaws provide no bar from transactions with Interested Directors, so long as the interested party does not vote on such transaction. Mr. Jones as an Interested Director did not vote on this transaction. Since the inception of the Loan Agreement through September 30, 2019, a total of $1,863,998 (n.i. debt discount of $140,038 as described in Note 5 – Term Notes Payable and Notes Payable Related Parties herein above) has been loaned to the Company by six shareholders, including Mr. Jones. See Note 5. Through Mabert, Mr. Jones along with his wife and his company have loaned $1,258,998, and four other shareholders have loaned the balance. These loans are secured by the assets of the Company. A financing statement and UCC-1 have been filed according to Texas statutes. Should a default under the loan agreement occur, there could be a foreclosure or a bankruptcy proceeding filed by the Agent for these Shareholders. The actions of the Company in case of default can only be determined by the Shareholders. A foreclosure sale or distribution through bankruptcy could only result in the creditors receiving a pro rata payment based upon the terms of the loan agreement. Mabert did not nor will it receive compensation for its work as an agent for the lenders. In the three months ending September 2019, the Company advanced $131,120 to OPM Green Energy LLC (“OPMGE”), an affiliate that, as reported on Form 8-K on August 29, 2019, Entry into a Material Definitive Agreement, the Company now owns a non-consolidating forty-five (45%) joint venture interest, for expenses related to operating the OPMGE GTL plant located in Wharton, Texas. The amount advanced was booked as a related party receivable by the Company and expects to fully recover the receivable from OPMGE as it ramps up its operations in 2020. Through September, 2019, other shareholders have made loans to the Company in the amount of $416,667, including Wildcat Consulting $100,000 (since paid down to $50,000 through the period ending September 30, 2019), Tunstall Canyon Group $166,667 and the Greer Family Trust $150,000 (for which one $6,000 principal payment was made in March 2018, and converted to stock on July 25, 2019). |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | NOTE 10 – COMMITMENTS and CONTINGENCIES Employment Agreements In August 2012, the Company entered into an employment agreement with Ray Wright, president of Greenway Innovative Energy, Inc., now chairman of the board for a term of 5 years with compensation of $90,000 per year. In July 2014, the president’s employment agreement was amended to increase his annual pay to $180,000. By its terms, the employment agreement automatically renewed on August 12, 2019 for a successive one-year period. Effective May 10, 2018, the Company entered into employment agreements with John Olynick, as President, and Ransom Jones, as Chief Financial Officer, respectively. The terms and conditions of their employment agreements were identical. John Olynick elected not to renew his employment agreement and resigned as President on July 19, 2019. Ransom Jones, as Chief Financial Officer, earns a salary of $120,000 per year. Mr. Jones also serves as the Company’s Secretary and Treasurer. During each year that Mr. Jones agreement is in effect, he is entitled to receive a bonus (“Bonus”) equal to at least Thirty-Five Thousand Dollars ($35,000) per year. He is also entitled to certain additional stock grants based on the performance of the Company during the term of their employment. Both Mr. Olynick and Mr. Jones received a grant of common stock (the “Stock Grant”) at the start of their employment equal to 250,000 shares each of the Company’s Common Stock, par value $.0001 per share (the “Common Stock”), such shares vesting immediately. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans become available. The foregoing summary of the Mr. Jones employment agreements is qualified in its entirety by reference to the actual true and correct Employment Agreement, a copy of which is incorporated by reference as Exhibit 10.40. Effective January 1, 2019, the Company entered into an employment agreement with Thomas Phillips, Vice President of Operations, reporting to the President of Greenway Innovative Energy, Inc., for a term of fifteen (15) months with compensation of $120,000 per year. Phillips is entitled to a no-cost grant of common stock on the effective date equal to 5,000,000 shares of the Company’s Rule 144 restricted Class A common stock, par value $.0001 per share, such shares to be issued at such time as the Company has the ability to issue such number of shares pursuant to approval by two-thirds of the Company’s shareholders at a duly call meeting of the shareholders, the next meeting scheduled for December 11, 2019. Mr. Phillips has elected to waive such share issuance for an indefinite period, or until such increase in the Company’s authorized shares allows for the issuance of such shares. Mr. Phillips is also entitled to participate in the Company’s benefit plans, when such become available. The foregoing summary of the Phillips’ Employment Agreement is qualified in its entirety by reference to the actual true and correct employment agreement, a copy of which is incorporated by reference as Exhibit 10.53. In the August 2012 acquisition agreement with Greenway Innovative Energy, Inc. (“GIE”), the Company agreed to: (i) issue an additional 7,500,000 shares of restricted common stock when the first portable GTL unit is built and becomes operational, and, is capable of producing 2,000 barrels of diesel or jet fuel per day, and (ii) pay a 2% royalty on all gross production sales on each unit placed in production. In connection with a settlement agreement with the Greer Family Trust (‘Trust”), the successor owner of one of the two founders and prior owners of GIE on February 6, 2018, the Company exchanged Greer’s half of the 7,500,000 shares (3,750,000 shares) to be issued in the future, Greer’s half of the 2% royalty, a termination of Greer’s then current Employment Agreement and the Trust’s waiver of any future claims against the Company for any reason, for the issuance and delivery to the Trust of three million (3,000,000) restricted shares of the Company’s common stock, and a convertible Promissory Note for $150,000, the balance of which the Trust has notified the Company of its intention to convert. As a result, the remaining 3,750,000 shares are committed to be later issued under the original 2012 acquisition agreement at the point the technology has been deemed of commercial readiness to satisfy the terms of the acquisition agreement. A copy of the Settlement Agreement and Promissory Note is incorporated by reference as Exhibit 10.36. Consulting Agreements On July 10, 2017, the Company entered into a one-year consulting agreement with an individual, Ryan Turner, to provide business development services, including but not limited to enhanced digital marketing, assistance with shareholder communications and help in establishing industry relationships. Terms included monthly payments of $5,000 per month, plus approved expenses. After the first twelve-month initial term, the agreement is automatically renewable for successive twelve-month terms, unless otherwise terminated with written notice by the parties, and has been subsequently renewed until July 10, 2020. On November 28, 2017, the Company entered into a three-year consulting agreement with Chisos Equity Consultants, LLC for public relations, consulting and corporate communications services. The initial payment was 1,800,000 shares of the Company’s restricted common stock. Additional payments upon the Company’s common stock reaching certain price points as follows: ● 500,000 shares at the time the Company’s common stock reaches $0.25 per share during the first year ● 500,000 shares at the time the Company’s common stock reaches $0.45 per share during the first year ● 1,000,000 shares at the time the Company’s common stock reaches $0.90 per share during the first or second year ● 2,000,000 shares at the time the Company’s common stock reaches $1.50 per share during the first or second year ● 3,000,000 shares at the time the Company’s common stock reaches $2.00 per share during the term of the agreement ● 1,000000 shares at the time the Company’s common stock reaches $10.00 per share during the term of the agreement Due to a breach of the Agreement by Chisos, on June 22, 2018, the Board of Directors of the Company voted to terminate the Agreement. Based on the termination, all warrants to purchase the Company’s common stock were cancelled. The Company is currently in litigation over such termination action. See “Legal” matters description below in this Note 10. 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. The Company terminated the lease effective August 31, 2018 and has no further financial obligations under the lease. Greenway rents approximately 600 square feet of office space at 1521 North Cooper St., Suite 205, Arlington, Texas 76011, at a rate of $957 per month, under a one-year lease agreement, renewable for successive one-year terms in the Company’s sole discretion. Each September, the Company pays $11,600 in annual maintenance fees on its Arizona BLM mining leases, under one-year lease agreements, renewable for successive one-year terms in the Company’s sole discretion in addition. These leases provide for 10% royalties based on production, if any. There has been no production to date. Legal Matters The Company was named as a co-defendant in an action brought against the Company and Mamaki Tea, Inc., alleging, among other things, that the Company was named as a co-guarantor on an $850,000 foreclosed note. On April 22, 2016, Greenway Technologies 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 the Company sold its shares in Mamaki to HBI for $700,000 (along with the assumption of certain debt). The Company maintained its guaranty on the original loan as a component of the sale transaction. 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, the parties executed a Settlement and Mutual Release Agreement (Agreement). However, the Defendants again defaulted in their payment obligations under this new Agreement. Curtis Borman and Lee Jennison were co-guarantors of the obligations of Mamaki and HBI. To secure their guaranties, each of Curtis Borman and Lee Jennsion posted 1,241,500 and 1,000,000 shares, respectively, of the Company. Under the Agreement, the shares were valued at $.20. Due to the default under the Agreement, these shares were returned to the Company’s treasury shares. Curtis Borman subsequently filed for bankruptcy and the property was liquidated for $600,000, applied against the prior loan amount, leaving a remaining guaranteed loan payment balance of approximately $700,000, including accrued interest and legal fees. The parties entered into a Settlement Agreement providing 1,000,000 shares of Class A common stock subject to standard Rule 144 restrictions, and a three (3) year Promissory Note for $525,000 to settle all claims (recorded in Long Term Liabilities), with copies of the Settlement Agreement and Promissory Note filed by the Company on Form 8-K on October 1, 2019, and a copy of which is incorporated herein as Exhibit 10.54. On April 9, 2018, the Company and Tonaquint, Inc. agreed to settle on Tonaquint’s exercise of a warrant option with a one-time issuance from Greenway Technologies of 1,600,000 shares of our common stock subject to a weekly leak out restriction equal to the greater of $10,000.00 and 8% of the weekly trading volume. Such issuance of stock was completed in connection with a legal opinion pursuant to Rule 144. On September 7, 2018, Wildcat Consulting Group, LLC (“Wildcat”), a company controlled by a shareholder, Marshall Gleason, filed suit against the Company alleging claims arising from a Consulting Agreement between the Parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees. On September 27, 2018, Wildcat filed a second suit against the Company alleging claims arising from a Promissory Note between the Parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees. On February 13, 2019, the Parties attended mediation which resulted in settlement discussions which resulted in a Rule 11 Agreement settling both disputes. Pursuant to the Rule 11 Agreement, the Parties have agreed to abate this case until the earlier of a default of the performance of the Rule 11 Agreement or October 30, 2019. The Rule 11 Agreement causes and allows the Parties time to draft and sign a Compromise Settlement and Mutual Release Agreement (“Settlement Agreement”), to make payments due on or before October 15, 2019, and to allow for the transfer of stock to effectuate the terms of the Rule 11 Agreement. As of the date of this report, the Company is in compliance with the Rule 11 Agreement, and the Parties have exchanged drafts of the Settlement Agreement to be completed before the abatement period ends. The material terms of the Rule 11 Agreement are as follows: ● The Company will execute a new Promissory Note to replace the original Promissory Note, effective November 13, 2017, the effective date of the original note. The new Promissory Note has a maturity date of March 1, 2020 and provides for four equal payments of principal through such date, and accrued interest at 10% upon maturity. ● The Company shall pay $300,000 in settlement of the prior Consulting Agreement in 60 installments of $5,000 each month, until paid in full. The $300,000 payable was accrued as of December 31, 2018, of which $35,000 has been paid through the period ending September 30, 2019. ● The Parties agreed to amend the existing Overriding Royalty Agreement (“ORRI”) between the Company’s wholly owned subsidiary, Greenway Innovative Energy, Inc. (“GIE”), increasing Wildcat’s royalties from .25% (1/4 of 1%) to .375% (3/8 of 1%). ● The Company shall pay Wildcat’s legal fees related to these matters, capped at $60,000, in three installments of $20,000 on June 1, August 1, and October 1, 2019, of which $20,000 has been accrued for the period ending September 30,2019. ● The Company shall issue 1,500,000 restricted shares of its Class A common stock on or before October 15, 2019, in consideration of the Promissory Note, in exchange for extinguishment of all prior granted warrants and to complete the grant of 1,000,000 shares not received from a prior transaction. The Rule 11 Agreement provided that if the Company timely performs through October 15, 2019, the Parties will file a Joint Motion for Dismissal and present Agreed Orders of Dismissal with prejudice for both lawsuits. A copy of the Rule 11 Agreement is incorporated by reference as Exhibit 10.52. The Company has performed in all regards under the Rule 11 Agreement, including issuance of the 1,500,000 restricted shares, and is currently waiting for Mr. Gleason to sign the Settlement Agreement. The expense for such share issuance was accrued on the Company’s Balance Sheet for the period ending September 30, 2019 and increased by $45,000 based upon the actual value of the shares on the date of issuance. [See Note 11: Subsequent Events] The parties’ respective counsels have mutually agreed to extend the original October 15, 2019 settlement date until at least the end of the year while the parties wait for Mr. Gleason’s signature. Provided Gleason does not sign the Settlement Agreement, which further provides for the Motion for Dismissal and Agreed Orders of Dismissal with prejudice for both lawsuits, Greenway is confident in its defenses and intends to once again vigorously defend its interests. On March 13, 2019, Chisos Equity Consultants, LLC (“Chisos”), a company controlled by a dissident shareholder, Richard Halden, filed suit against the Company alleging claims arising from a consulting agreement between the parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees. The Company answered the lawsuit and asserted a number of affirmative defenses. Over the last several months, the parties have been in negotiations to abate or dismiss the lawsuit and have effectively stayed the proceedings for the reporting period. Provided the parties cannot reach agreement to abate or dismiss the lawsuit, Greenway is confident in its defenses and intends to vigorously defend its interests. On March 13, 2019, Richard Halden (“Halden”), a dissident shareholder in his capacity as an individual, filed suit against the Company alleging claims arising from a confidential severance and release agreement between the parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees. The Company answered the lawsuit and asserted a number of affirmative defenses. Over the last several months, the parties have been in negotiations to abate or dismiss the lawsuit and have effectively stayed the proceedings for the reporting period. Provided the parties cannot reach agreement to abate or dismiss the lawsuit, Greenway is confident in its defenses and intends to vigorously defend its interests. On March 26, 2019, the Company filed a verified petition for Declaratory Judgement, Ex Parte Application for a Temporary Restraining Order and Application for Injunctive Relief against the members of a dissident shareholders group (including Richard Halden) named the “Greenway Shareholders Committee” in Dallas County. A Temporary Restraining Order was issued by the court enjoining the Defendants (and their officers, agents, servants, employees and attorneys) and those persons in active concert or participation from; holding the special shareholders meeting on April 4, 2019 or calling such meeting to order; attending or participating in the Special Meeting; voting the shares of Plaintiff owned by any Defendant at the Special Meeting, either directly or by granting a proxy to allow a non-defendant to vote said shares; voting any shares of Plaintiff owned by non-defendants with or by proxy at the Special Meeting; and serving as chairman at the Special Meeting. On April 8, 2019, the court issued such Temporary Injunction against the dissident shareholders who received notice. The Injunction will continue until the trial date of December 10, 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11-SUBSEQUENT EVENTS On October 15, 2019, the Company issued 1,500,000 shares of its Class A common stock to satisfy its obligations to Wildcat Consulting under the Rule 11 Agreement entered into by the parties on March 6, 2019. The cost of these shares was accrued and accounted for during the nine months ended September 30, 2019. The shares issued are being held in escrow by the Company’s legal counsel, to be delivered to Wildcat Consulting at such time as its principal, Mr. Marshall Gleason signs the Settlement Agreement. Provided Gleason does not sign the Settlement Agreement, Greenway is confident in its defenses and intends to once again vigorously defend its interests. On October 19, 2019 the Company was served with a lawsuit by Norman Reynolds, a prior engaged counsel to the Company. The suit was filed in Harris County District Court, Houston, Texas, asserting claims for unpaid fees of $90,377.50, while fully reserved, the total of which Greenway vigorously disputes. Greenway has asserted counterclaims based upon alleged conflicts of interest, breaches of fiduciary duty and violations of the Texas Deceptive Trade Practices Act (“DTPA”). Greenway is confident in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims. On November 8, 2019, the Company filed under Rule 14a-101 a PRE14A Schedule proxy and notice for a Special Shareholders Meeting to be held December 11, 2019 in Arlington, Texas. There are four proposals presented requesting an affirmative shareholder vote. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
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. |
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 Accounting Standards Codification, ASC Topic 360, Property, Plant and Equipment |
Revenue Recognition | Revenue Recognition The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The company adopted the guidance on January 1, 2018 and applied the cumulative catch-up transition method. The transition adjustment to be recorded to stockholders’ deficit upon adoption of the new standard did not have a material effect upon the consolidated financial statements. The Company has not, to date, generated any revenues. |
Equity Method Investment | Equity Method Investment On August 29, 2019, the Company entered into a Material Definitive Agreement to form OPM Green Energy, LLC. The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 45% interest in OPMGE. The Company evaluated its interest in OPMGE and determined that the Company does not control OPMGE. The Company accounts for its interest in OPMGE via the equity method of accounting. At September 30, 2019, OPMGE had no income statement activity. As noted in Note 9, the Company maintains a related party receivable from OPMGE related to capital expenditures. The Company expects to fully recover the receivable once OPMGE operations ramp up in 2020. |
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 Equivalents | 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 September 30, 2019, or December 31, 2018. Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars. |
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 issued and outstanding for the period. Shares issuable upon the exercise of warrants (11,499,226), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (9,476,870) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be 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 the related discussion regarding the Company’s current convertible notes payable and warrants. |
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 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. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018: Description Level 1 Level 2 Level 3 September 30, 2019 Derivative Liabilities $ - $ - $ - December 31, 2018 Derivative Liabilities $ - $ - $ 103,476 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: 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 consolidated financial statements. The change in the notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2019, is as follows: FairValue Change in New Fair Value January 1, 2019 Fair Value Notes Conversions September 30, 2019 Derivative Liabilities $ (103,476 ) $ 64,899 $ - $ 168,375 $ - |
Stock Based Compensation | Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation At September 30, 2019, the Company did not have any 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. There are no uninsured balances as of September 30, 2019. |
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 based on the closing price of the stock on the date of any such grant. |
Impact of New Accounting Standards | Impact of New Accounting Standards Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Uncertainties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiaries | The accompanying unaudited 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Company's Assets and Liabilities by Level Measured at Fair Value on a Recurring Basis | The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018: Description Level 1 Level 2 Level 3 September 30, 2019 Derivative Liabilities $ - $ - $ - December 31, 2018 Derivative Liabilities $ - $ - $ 103,476 |
Schedule of Change in Notes Payable at Fair Value | The change in the notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2019, is as follows: FairValue Change in New Fair Value January 1, 2019 Fair Value Notes Conversions September 30, 2019 Derivative Liabilities $ (103,476 ) $ 64,899 $ - $ 168,375 $ - |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Range of Lives September 30, 2019 December 31, 2018 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 4,015 4,015 Less accumulated depreciation (4,015 ) (4,015 ) $ 0 $ 0 |
Term Notes Payable and Notes _2
Term Notes Payable and Notes Payable Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Term Notes Payable | Term notes payable, including notes payable to related parties consisted of the following at September 30, 2019 and December 31, 2018 respectively: September 30, 2019 December 31, 2018 Secured notes payable at 18% per annum related to the Mabert LLC as Agent Loan Agreement dated September 14, 2018 for up to $1,500,000, shown net of debt discount of $140,038 and $90,619 (1) $ 1,723,960 $ 638,250 Unsecured note payable at 10% per annum dated November 13, 2017 to a corporation, with an amended due date of March 1, 2020 50,000 100,000 Unsecured note payable at 4.5% per annum dated December 28, 2017 to a corporation, payable in two parts on January 8, 2018 and 2019 (2) 166,667 166,667 Unsecured convertible note payable at 4.0% per annum dated January 16, 2018 to a trust, payable January 16, 2020 (3) 0 144,000 Total term notes (net of discounts) $ 1,940,627 $ 1,048,917 (1) On September 14, 2018, the Company entered into a loan agreement with a private company, Mabert LLC, acting as Agent for various private lenders (the “Loan Agreement”) for the purpose of funding working capital and general corporate expenses up to $1,500,000, subsequently amended to a maximum of $5,000,000. Mabert LLC is a Texas limited liability company, owned by Director and stockholder, Kevin Jones, and his wife Christine Early (for each and all references herein forward, “Mabert”). Under the Loan Agreement, Mabert has loaned gross loan proceeds of $1,863,998 (excluding debt discount of $140,038) through September 30, 2019, and through which Mr. Jones, and his wife provided $528,868 through December 31, 2018. The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. The Loan Agreement, Security Agreement and UCC-1 filing are incorporated by reference as Exhibits 10.48–10.50. For each Promissory Note loan made under the Loan Agreement, as a cost to each note, the Company agreed to issue warrants and/or stock for Class A common stock valued at $0.01 per share on an initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. For the period ended September 30, 2019, the Company issued an additional 1,170,260 shares of Class A common stock, as compared to the Company having issued 1,624,404 warrants as of December 31, 2018. Of these warrants, 766,667 were converted to common stock in January 2019, with 857,737 warrants remaining outstanding related to the 2018 issuance. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $140,038 for the period ended September 30, 2019, and $90,619 for the year ended 2018; this amount is amortized to interest expense on a straight-line basis over the terms of the loans. On April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $25,000, at 18% interest per annum. As a cost of the note, the Company issued 50,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $2,500, subject to standard Rule 144 restrictions. On April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a financial institution for $225,000, at 18% interest per annum, advanced and guaranteed by Kevin Jones, a Director and shareholder. As a cost of the note, the Company issued 450,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $22,500, subject to standard Rule 144 restrictions. On May 31, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $300,000, at 18% interest per annum. As a cost of the note, the Company issued 600,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $30,000, subject to standard Rule 144 restrictions. On June 10, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $50,000, at 12.5% interest per annum. As a cost of the note, the Company issued 100,000 shares of its Class A common stock at a market price of $0.055 per share for a total debt discount of $5,666, subject to standard Rule 144 restrictions. On August 4, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $30,000, at 10% interest per annum. As a cost of the note, the Company issued 60,000 shares of its Class A common stock at a market price of $0.093 per share for a total debt discount of $5,578, subject to standard Rule 144 restrictions. On September 30, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $505,130, at 18% interest per annum. As a cost of the note, the Company issued 1,010,260 shares of its Class A common stock at a market price of $0.076 per share for a total debt discount of $77,054, subject to standard Rule 144 restrictions. (2) On December 20, 2018, the Company issued a convertible promissory note for $166,667, payable by December 20, 2020. This loan is in default for breach of payment. By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term. See Note 6 below. (3) On January 16, 2018, the Company issued a convertible promissory note for $150,000, prior shown net a $6,000 principal payment at $144,000. This loan was in default for breach of payment during the period ending June 30, 2019. By its terms, the interest payable increased to 18% per annum on April 1, 2018. On July 24, 2019, the holder noticed the Company of its intent to convert and the note was converted to 3,906,610 shares of Class A common stock. See: Note 6 below. |
2018 Convertible Promissory N_2
2018 Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
2018 Convertible Promissory Note [Member] | |
Schedule of Assumptions Used Under Black-scholes Model | July 25, 2019 Commitment Date Expected dividends 0 % 0 % Expected volatility 253.27 % 261.71 % Expected term: conversion feature 1 year 1 year Risk free interest rate 2.08 % 1.76 % |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at for the periods ended: September 30, 2019 December 31, 2018 Accrued consulting fees $ 427,018 $ 328,157 Accrued consulting expense 249,500 356,078 Miscellaneous expense 6,139 - Total accrued expenses $ 682,657 $ 734,833 |
Organization (Details Narrative
Organization (Details Narrative) | 1 Months Ended | |
Dec. 31, 2010ft²shares | Aug. 31, 2012 | |
Rights acquired, area of land | ft² | 1,440 | |
Restricted Common A Stock [Member] | ||
Shares issued for acquiring mining rights | shares | 5,066,000 | |
Greenway Innovative Energy, Inc. ("GIE") [Member] | ||
Ownership percentage | 100.00% |
Basis of Presentation and Goi_3
Basis of Presentation and Going Concern Uncertainties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | $ (29,435,460) | $ (29,435,460) | $ (26,818,584) | ||||||
Revenues | |||||||||
Net loss | $ (511,354) | $ (1,506,674) | $ (598,948) | $ (135,266) | $ (803,116) | $ (574,623) | (2,616,976) | (1,513,005) | |
Cash used for operating activities | $ (1,107,644) | $ (1,429,635) |
Basis of Presentation and Goi_4
Basis of Presentation and Going Concern Uncertainties - Schedule of Subsidiaries (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Universal media Corp. [Member] | |
Ownership percentage | 100.00% |
State of incorporation | WY |
Greenway Innovative Energy, Inc. ("GIE") [Member] | |
Ownership percentage | 100.00% |
State of incorporation | NV |
Logistix Technology Systems, Inc. [Member] | |
Ownership percentage | 100.00% |
State of incorporation | TX |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 29, 2019 | Dec. 31, 2018 | |
Cash equivalents | ||||||
Stock options outstanding | ||||||
Research and development expenses | $ (87,357) | $ 75,000 | $ 441,320 | $ 616,283 | ||
Warrant [Member] | ||||||
Antidilutive securities | (11,499,226) | |||||
Shares Convertible for Debt [Member] | ||||||
Antidilutive securities | (2,083,333) | |||||
Shares Outstanding But Not Yet Issued [Member] | ||||||
Antidilutive securities | (9,476,870) | |||||
OPM Green Energy, LLC [Member] | Material Definitive Agreement [Member] | ||||||
Equity method investment, ownership percentage | 45.00% | |||||
University of Texas [Member] | ||||||
Research and development expenses | $ 120,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Company's Assets and Liabilities by Level Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair value derivative liabilities | $ 103,476 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Change in Notes Payable at Fair Value (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Accounting Policies [Abstract] | |
Derivative liabilities, beginning balance | $ (103,476) |
Change in fair value | 64,899 |
New Convertible Notes | |
Conversions | 168,375 |
Derivative liabilities, ending balance |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 0 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property and equipment, gross | $ 4,015 | $ 4,015 |
Less: accumulated depreciation | (4,015) | (4,015) |
Property and equipment, net | ||
Equipment [Member] | ||
Property and equipment useful lives | 5 years | |
Property and equipment, gross | $ 2,032 | 2,032 |
Furniture and Fixtures [Member] | ||
Property and equipment useful lives | 5 years | |
Property and equipment, gross | $ 1,983 | $ 1,983 |
Term Notes Payable and Notes _3
Term Notes Payable and Notes Payable Related Parties - Schedule of Term Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | |
Term note payable | $ 1,940,627 | $ 1,048,917 | |
Secured Notes Payable [Member] | |||
Term note payable | [1] | 1,723,960 | 638,250 |
Unsecured Note Payable 1 [Member] | |||
Term note payable | 50,000 | 100,000 | |
Unsecured Note Payable 2 [Member] | |||
Term note payable | [2] | 166,667 | 166,667 |
Unsecured Convertible Note Payable [Member] | |||
Term note payable | [3] | $ 0 | $ 144,000 |
[1] | On September 14, 2018, the Company entered into a loan agreement with a private company, Mabert LLC, acting as Agent for various private lenders (the "Loan Agreement") for the purpose of funding working capital and general corporate expenses up to $1,500,000, subsequently amended to a maximum of $5,000,000. Mabert LLC is a Texas limited liability company, owned by Director and stockholder, Kevin Jones, and his wife Christine Early (for each and all references herein forward, "Mabert"). Under the Loan Agreement, Mabert has loaned gross loan proceeds of $1,863,998 (excluding debt discount of $140,038) through September 30, 2019, and through which Mr. Jones, and his wife provided $528,868 through December 31, 2018. The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. The Loan Agreement, Security Agreement and UCC-1 filing are incorporated by reference as Exhibits 10.48-10.50. For each Promissory Note loan made under the Loan Agreement, as a cost to each note, the Company agreed to issue warrants and/or stock for Class A common stock valued at $0.01 per share on an initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. For the period ended September 30, 2019, the Company issued an additional 1,170,260 shares of Class A common stock, as compared to the Company having issued 1,624,404 warrants as of December 31, 2018. Of these warrants, 766,667 were converted to common stock in January 2019, with 857,737 warrants remaining outstanding related to the 2018 issuance. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $140,038 for the period ended September 30, 2019, and $90,619 for the year ended 2018; this amount is amortized to interest expense on a straight-line basis over the terms of the loans. On April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $25,000, at 18% interest per annum. As a cost of the note, the Company issued 50,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $2,500, subject to standard Rule 144 restrictions. On April 30, 2019, the Company executed a Promissory Note under the Loan Agreement with a financial institution for $225,000, at 18% interest per annum, advanced and guaranteed by Kevin Jones, a Director and shareholder. As a cost of the note, the Company issued 450,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $22,500, subject to standard Rule 144 restrictions. On May 31, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $300,000, at 18% interest per annum. As a cost of the note, the Company issued 600,000 shares of its Class A common stock at a market price of $0.05 per share for a total debt discount of $30,000, subject to standard Rule 144 restrictions. On June 10, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $50,000, at 12.5% interest per annum. As a cost of the note, the Company issued 100,000 shares of its Class A common stock at a market price of $0.055 per share for a total debt discount of $5,666, subject to standard Rule 144 restrictions. On August 4, 2019, the Company executed a Promissory Note under the Loan Agreement with a shareholder for $30,000, at 10% interest per annum. As a cost of the note, the Company issued 60,000 shares of its Class A common stock at a market price of $0.093 per share for a total debt discount of $5,578, subject to standard Rule 144 restrictions. On September 30, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $505,130, at 18% interest per annum. As a cost of the note, the Company issued 1,010,260 shares of its Class A common stock at a market price of $0.076 per share for a total debt discount of $77,054, subject to standard Rule 144 restrictions. | ||
[2] | On December 20, 2018, the Company issued a convertible promissory note for $166,667, payable by December 20, 2020. This loan is in default for breach of payment. By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term. See Note 6 below. | ||
[3] | On January 16, 2018, the Company issued a convertible promissory note for $150,000, prior shown net a $6,000 principal payment at $144,000. This loan was in default for breach of payment during the period ending June 30, 2019. By its terms, the interest payable increased to 18% per annum on April 1, 2018. On July 24, 2019, the holder noticed the Company of its intent to convert and the note was converted to 3,906,610 shares of Class A common stock. See: Note 6 below. |
Term Notes Payable and Notes _4
Term Notes Payable and Notes Payable Related Parties - Schedule of Term Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 30, 2019 | Aug. 04, 2019 | Jun. 10, 2019 | May 31, 2019 | Apr. 30, 2019 | Dec. 20, 2018 | Sep. 14, 2018 | Jan. 16, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 31, 2019 |
Debt discount | $ 140,038 | $ 140,038 | $ 90,619 | |||||||||
Due to related party | $ 129,438 | |||||||||||
Amortization of debt discount | 93,879 | $ 69,585 | ||||||||||
Debt instrument face amount | $ 144,000 | |||||||||||
Convertible promissory note | $ 166,667 | $ 150,000 | ||||||||||
Debt maturity date | Dec. 20, 2020 | |||||||||||
Debt instrument interest rate increase description | Cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term | Interest payable increased to 18% per annum on April 1, 2018 | ||||||||||
Repayment of notes payable | $ 6,000 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Debt conversion, converted instrument, shares issued | 3,906,610 | |||||||||||
Amended Loan Agreement [Member] | ||||||||||||
Working capital and general corporate expenses | $ 5,000,000 | |||||||||||
Mabert LLC [Member] | ||||||||||||
Working capital and general corporate expenses | 1,500,000 | |||||||||||
Due to related party | $ 1,863,998 | |||||||||||
Warrants exercise price per share | $ 0.01 | |||||||||||
Warrants exercise price description | Warrants and/or stock for Class A common stock valued at $0.01 per share on an initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. | |||||||||||
Warrants issued | 1,624,404 | |||||||||||
Number of warrants converted | 766,667 | |||||||||||
Warrants issued | $ 857,737 | |||||||||||
Amortization of debt discount | $ 140,038 | $ 140,038 | $ 90,619 | |||||||||
Mabert LLC [Member] | Class A Common Stock [Member] | ||||||||||||
Number of stock issued during period | 1,170,260 | |||||||||||
Mabert LLC [Member] | Amended Loan Agreement [Member] | ||||||||||||
Working capital and general corporate expenses | $ 5,000,000 | |||||||||||
Mabert LLC [Member] | Mabert LLC Loan Agreement [Member] | ||||||||||||
Debt discount | $ 140,038 | $ 140,038 | ||||||||||
Due to related party | $ 1,863,998 | |||||||||||
Mr Jones and His Wife [Member] | Mr Jones and His Wife Member Loan Agreement [Member] | ||||||||||||
Due to related party | $ 528,868 | |||||||||||
Shareholder [Member] | ||||||||||||
Debt, interest rate | 10.00% | 12.50% | 18.00% | 18.00% | ||||||||
Debt instrument face amount | $ 30,000 | $ 50,000 | $ 300,000 | $ 25,000 | ||||||||
Shareholder [Member] | Class A Common Stock [Member] | ||||||||||||
Debt discount | $ 5,578 | $ 5,666 | $ 30,000 | $ 2,500 | ||||||||
Number of stock issued during period | 60,000 | 100,000 | 600,000 | 50,000 | ||||||||
Shares issued price per share | $ 0.093 | $ 0.055 | $ 0.05 | $ 0.05 | ||||||||
Financial Institution [Member] | ||||||||||||
Debt, interest rate | 18.00% | |||||||||||
Debt instrument face amount | $ 225,000 | |||||||||||
Financial Institution [Member] | Class A Common Stock [Member] | ||||||||||||
Debt discount | $ 22,500 | |||||||||||
Number of stock issued during period | 450,000 | |||||||||||
Shares issued price per share | $ 0.05 | |||||||||||
Kevin Jones A Director and Shareholder [Member] | ||||||||||||
Debt, interest rate | 18.00% | 18.00% | ||||||||||
Debt instrument face amount | $ 505,130 | $ 505,130 | ||||||||||
Kevin Jones A Director and Shareholder [Member] | Class A Common Stock [Member] | ||||||||||||
Debt discount | $ 77,054 | $ 77,054 | ||||||||||
Number of stock issued during period | 1,010,260 | |||||||||||
Shares issued price per share | $ 0.076 | $ 0.076 | ||||||||||
Secured Notes Payable [Member] | ||||||||||||
Debt, interest rate | 18.00% | 18.00% | 18.00% | |||||||||
Debt issuance date | Sep. 14, 2018 | Sep. 14, 2018 | ||||||||||
Secured notes payable | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||
Debt discount | $ 140,038 | $ 140,038 | $ 90,619 | |||||||||
Unsecured Note Payable 1 [Member] | ||||||||||||
Debt, interest rate | 10.00% | 10.00% | 10.00% | |||||||||
Debt issuance date | Nov. 13, 2017 | Nov. 13, 2017 | ||||||||||
Unsecured Note Payable 2 [Member] | ||||||||||||
Debt, interest rate | 4.50% | 4.50% | 4.50% | |||||||||
Debt issuance date | Dec. 28, 2017 | Dec. 28, 2017 | ||||||||||
Unsecured Convertible Note Payable [Member] | ||||||||||||
Debt, interest rate | 4.00% | 4.00% | 4.00% | |||||||||
Debt issuance date | Jan. 16, 2018 | Jan. 16, 2018 |
2018 Convertible Promissory N_3
2018 Convertible Promissory Notes (Details Narrative) - USD ($) | Dec. 20, 2019 | Jul. 25, 2019 | Dec. 20, 2018 | Jan. 16, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt face amount | $ 144,000 | |||||||
Accrued interest | $ 160,014 | $ 160,014 | ||||||
Debt discount | 140,038 | 140,038 | 90,619 | |||||
Derivative liability | $ 168,375 | 103,476 | ||||||
Derivative, loss on derivative | $ 81,975 | $ 64,899 | ||||||
Convertible Promissory Note [Member] | ||||||||
Debt face amount | $ 166,667 | |||||||
Debt stated interest rate | 4.00% | 4.50% | ||||||
Debt payment terms | The holder has the right to convert the note into common stock of the Company at a conversion price of $0.08 per share for each one dollar of cash payment which may be due, (which would be 1,083,333 shares for the $86,667 payment and 1,000,000 shares for the $80,000 payment). | |||||||
Debt balloon payment | $ 6,000 | |||||||
Debt conversion price | $ 0.08 | |||||||
Convertible Promissory Note [Member] | Forecast [Member] | ||||||||
Accrued interest | $ 80,000 | |||||||
2018 Convertible Promissory Note [Member] | ||||||||
Debt conversion price | $ 0.013 | |||||||
Debt conversion, shares issued | 1,083,333 | 2,083,325 | ||||||
Debt conversion, value | $ 86,667 | |||||||
Debt discount | $ 27,083 | |||||||
Debt discount valuation description | Discount related to the beneficial conversion feature on the note was valued at $27,083 based on the $0.013 difference between the market price of $0.093 and the conversion price of $0.08 times the 2,083,325 conversion shares | |||||||
2018 Convertible Promissory Note [Member] | Forecast [Member] | ||||||||
Debt conversion, shares issued | 1,000,000 | |||||||
Debt conversion, value | $ 80,000 | |||||||
2018 Convertible Promissory Note 2 [Member] | ||||||||
Debt face amount | $ 150,000 | |||||||
Debt stated interest rate | 4.50% | |||||||
Debt payment terms | As of April 1, 2018, only one $6,000 payment had been made, creating a material event of default. | |||||||
Debt balloon payment | $ 6,000 | |||||||
Debt conversion price | $ 0.0469 | |||||||
Debt conversion, shares issued | 3,906,610 | |||||||
Debt conversion, value | $ 183,220 | |||||||
Debt discount | $ 58,494 | |||||||
Convertible shares on the valuation date | 1,578,947 | |||||||
Derivative liability | $ 103,476 | |||||||
2018 Convertible Promissory Note 2 [Member] | Black-Scholes Model [Member] | ||||||||
Debt discount | $ 150,000 |
2018 Convertible Promissory N_4
2018 Convertible Promissory Notes - Schedule of Assumptions Used Under Black-scholes Model (Details) - 2018 Convertible Promissory Note [Member] | Jul. 25, 2019Integer |
Expected Dividends [Member] | |
Derivative liability, measurement input | 0 |
Expected Dividends [Member] | Commitment Date [Member] | |
Derivative liability, measurement input | 0 |
Expected Volatality [Member] | |
Derivative liability, measurement input | 253.27 |
Expected Volatality [Member] | Commitment Date [Member] | |
Derivative liability, measurement input | 261.71 |
Expected Term: Conversion Feature [Member] | |
Derivative liability, expected term: conversion feature | 1 year |
Expected Term: Conversion Feature [Member] | Commitment Date [Member] | |
Derivative liability, expected term: conversion feature | 1 year |
Rik Free Interest Rate [Member] | |
Derivative liability, measurement input | 2.08 |
Rik Free Interest Rate [Member] | Commitment Date [Member] | |
Derivative liability, measurement input | 1.76 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued consulting fees | $ 427,018 | $ 328,157 |
Accrued consulting expense | 249,500 | 356,078 |
Miscellaneous expense | 6,139 | |
Total accrued expenses | $ 682,657 | $ 734,833 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - USD ($) | Dec. 31, 2019 | Jan. 08, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Feb. 03, 2017 | Oct. 01, 2015 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | Jan. 31, 2019 | Sep. 30, 2018 | Nov. 30, 2017 |
Number of shares issued, value | $ 100,000 | |||||||||||||
At 0.35 Exercise Price [Member] | ||||||||||||||
Warrants issued | $ 4,000,000 | |||||||||||||
Warrants exercise price | $ 0.35 | |||||||||||||
Warrants term | 2 years | |||||||||||||
At 0.45 Exercise Price [Member] | ||||||||||||||
Warrants issued | $ 2,000,000 | |||||||||||||
Warrants exercise price | $ 0.45 | |||||||||||||
Warrants term | 3 years | |||||||||||||
Warrant [Member] | ||||||||||||||
Warrants outstanding | 11,499,226 | $ 11,499,226 | ||||||||||||
Warrants issued | $ 641,489 | $ 6,000,000 | $ 4,000,000 | $ 11,499,226 | $ 1,257,737 | $ 11,499,226 | $ 366,667 | $ 1,000,000 | ||||||
Warrant expiration description | Expiration periods of less than one to fifteen years. | |||||||||||||
Warrants exercise price | $ 0.20 | $ 0.30 | ||||||||||||
Warrants term | 5 years | 3 years | ||||||||||||
Warrants fair value | $ 95,846 | $ 639,284 | $ 386,549 | |||||||||||
Valuation assumption, expected dividend rate | 0.00% | 0.00% | 0.00% | |||||||||||
Valuation assumption, expected volatality rate | 116.00% | 455.00% | 189.00% | |||||||||||
Valuation assumption, expected conversion term | 4 years 9 months | |||||||||||||
Valuation assumption, risk-free interest rate | 1.37% | 1.75% | 1.75% | |||||||||||
Number of warrants expired | 4,000,000 | |||||||||||||
Warrant Maturity date description | Fifteen-year expirations | |||||||||||||
Individual One [Member] | ||||||||||||||
Warrants outstanding | $ 366,667 | |||||||||||||
Common stock exercise price | $ 0.01 | |||||||||||||
Individual Two [Member] | ||||||||||||||
Warrants outstanding | $ 200,000 | |||||||||||||
Common stock exercise price | $ 0.01 | |||||||||||||
Individual Three [Member] | ||||||||||||||
Warrants outstanding | $ 200,000 | |||||||||||||
Common stock exercise price | $ 0.01 | |||||||||||||
Director [Member] | Warrant [Member] | ||||||||||||||
Warrants issued | $ 4,000,000 | |||||||||||||
Warrants exercise price | $ 0.15 | |||||||||||||
Kevin Jones and His Spouse [Member] | Warrant [Member] | ||||||||||||||
Warrants issued | 1,057,737 | |||||||||||||
Kevin Jones [Member] | Warrant [Member] | ||||||||||||||
Proceeds from warrant exercises | 428,868 | |||||||||||||
Kevin Jones's Spouse [Member] | Warrant [Member] | ||||||||||||||
Proceeds from warrant exercises | 100,000 | |||||||||||||
Third Party Lender [Member] | Warrant [Member] | ||||||||||||||
Warrants issued | 200,000 | |||||||||||||
Mr.Jones [Member] | Warrant [Member] | ||||||||||||||
Warrants issued | $ 857,737 | |||||||||||||
Restricted Common A Stock [Member] | ||||||||||||||
Shares to be issued Common stock | 9,126,870 | |||||||||||||
Stock issued during period, restricted stock, new issues | 8,826,870 | |||||||||||||
Number of loan conversion shares | 3,906,610 | |||||||||||||
Debt conversion price per share | $ 0.047 | $ 0.047 | ||||||||||||
Restricted Common A Stock [Member] | Private Placement [Member] | One Business Entity [Member] | ||||||||||||||
Common stock, par value | $ 0.08 | $ 0.08 | ||||||||||||
Stock issued during period, new issues | 1,250,000 | |||||||||||||
Restricted Common A Stock [Member] | Private Placement [Member] | Two Business Entity [Member] | ||||||||||||||
Stock issued during period, new issues | 2,500,000 | |||||||||||||
Number of shares issued, value | $ 200,000 | |||||||||||||
Restricted Common A Stock [Member] | Three Individuals [Member] | ||||||||||||||
Stock issued during period, new issues | 1,170,260 | 766,667 | ||||||||||||
Loan Origination Fees | $ 88,298 | |||||||||||||
Restricted Common A Stock [Member] | Two Individuals [Member] | ||||||||||||||
Stock issued during period, restricted stock, new issues | 1,100,000 | |||||||||||||
Net decrease in common stock outstanding | 581,905 | |||||||||||||
Mabert LLC Loan Agreement [Member] | Warrant [Member] | ||||||||||||||
Warrants issued | $ 1,624,404 | |||||||||||||
Warrants exercise price | $ 0.01 | |||||||||||||
Warrants term | 15 years | |||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||
Valuation assumption, expected conversion term | 3 years | 3 years | ||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||
Valuation assumption, expected conversion term | 2 years | 2 years | ||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, shares issued | 296,815,547 | 286,703,915 | 296,815,547 | |||||||||||
Common stock, shares outstanding | 296,815,547 | 286,703,915 | 296,815,547 | |||||||||||
Class A Common Stock [Member] | Director [Member] | ||||||||||||||
Shares returned | 3,000,000 | |||||||||||||
Shares returned, value | $ 490,000 | |||||||||||||
Class A Common Stock [Member] | Amendment No.2 [Member] | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Class A Common Stock [Member] | Maximum [Member] | ||||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||||||
Class B Common Stock [Member] | ||||||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares issued | ||||||||||||||
Common stock, shares outstanding | ||||||||||||||
Class B Common Stock [Member] | Amendment No.3 [Member] | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 14, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Proceeds from related parties | $ 129,438 | |||||
Amortization of debt discount | 93,879 | $ 69,585 | ||||
OPM Green Energy LLC [Member] | ||||||
Proceeds from related parties | $ 131,120 | |||||
Debt instrument description | The Company now owns a non-consolidating forty-five (45%) joint venture interest, for expenses related to operating the OPMGE GTL plant located in Wharton, Texas. | |||||
Amended Loan Agreement [Member] | ||||||
Working capital and general corporate expenses | $ 5,000,000 | |||||
Mabert LLC [Member] | ||||||
Proceeds from related parties | 1,863,998 | |||||
Working capital and general corporate expenses | 1,500,000 | |||||
Amortization of debt discount | 140,038 | 140,038 | $ 90,619 | |||
Mabert LLC [Member] | Amended Loan Agreement [Member] | ||||||
Working capital and general corporate expenses | $ 5,000,000 | |||||
Kevin Jones, His wife and His Company [Member] | ||||||
Proceeds from related parties | $ 1,258,998 | |||||
Wildcat Consulting [Member] | ||||||
Proceeds from related parties | 100,000 | |||||
Repayments of principal | 50,000 | |||||
Tunstall Canyon Group LLC [Member] | ||||||
Proceeds from related parties | 166,667 | |||||
Greer Family Trust [Member] | ||||||
Proceeds from related parties | 150,000 | |||||
Repayments of principal | $ 6,000 | |||||
Kevin Jones [Member] | ||||||
Proceeds from related parties | $ 505,130 | |||||
Debt instrument description | Converted to a renewable one-year Promissory Note, at 18% interest-only for the first year. | |||||
Other Shareholders [Member] | ||||||
Proceeds from related parties | $ 416,667 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Oct. 01, 2019USD ($) | Aug. 01, 2019USD ($) | Jun. 01, 2019USD ($) | Dec. 20, 2018 | Jun. 22, 2018 | May 10, 2018USD ($)$ / sharesshares | Apr. 09, 2018USD ($)shares | Feb. 06, 2018USD ($)shares | Nov. 28, 2017$ / sharesshares | Nov. 13, 2017USD ($)Integer | Jul. 10, 2017USD ($) | Jan. 13, 2017USD ($)$ / sharesshares | Apr. 22, 2016USD ($)shares | Apr. 21, 2016USD ($) | Jan. 27, 2016USD ($) | Dec. 28, 2015USD ($) | Nov. 30, 2015USD ($) | Oct. 31, 2015USD ($)ft² | Jul. 31, 2014USD ($) | Aug. 31, 2012USD ($)Integershares | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Jan. 16, 2018USD ($) | Dec. 31, 2010ft² |
Debt instrument, face amount | $ 144,000 | ||||||||||||||||||||||||
Area of square feet | ft² | 1,440 | ||||||||||||||||||||||||
Number of shares issued, value | $ 100,000 | ||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 20, 2020 | ||||||||||||||||||||||||
Tonaquint Inc. [Member] | |||||||||||||||||||||||||
Settlement of exercise of warrant option | shares | 1,600,000 | ||||||||||||||||||||||||
Hawaiian Beverages, Inc. [Member] | Mamaki Tea, Inc., [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 700,000 | ||||||||||||||||||||||||
Loss contingency, failure in making payment | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||||||||
Original 2012 Acquisition Agreement [Member] | Greer Family Trust [Member] | |||||||||||||||||||||||||
Number of shares to be issued | shares | 3,750,000 | ||||||||||||||||||||||||
New Promissory Notes [Member] | |||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 1, 2020 | ||||||||||||||||||||||||
Debt instrument, periodic payment description | The new Promissory Note has a maturity date of March 1, 2020 and provides for four equal payments of principal through such date, and accrued interest at 10% upon maturity. | ||||||||||||||||||||||||
Accrued interest, maturity percentage | 10.00% | ||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Minimum [Member] | Tonaquint Inc. [Member] | |||||||||||||||||||||||||
Settlement of exercise of warrant option, value | $ 10,000 | ||||||||||||||||||||||||
Percentage of weekly traded volume | 8.00% | ||||||||||||||||||||||||
Co-Defendent [Member] | Mamaki Tea, Inc., [Member] | |||||||||||||||||||||||||
Loss contingency, alleged foreclosed amount | $ 850,000 | ||||||||||||||||||||||||
Employment Agreement [Member] | Ray Wright [Member] | |||||||||||||||||||||||||
Agreement term | 5 years | ||||||||||||||||||||||||
Compensation cost | $ 180,000 | $ 90,000 | |||||||||||||||||||||||
Agreement term, description | The employment agreement automatically renewed on August 12, 2019 for a successive one-year period. | ||||||||||||||||||||||||
Employment Agreement [Member] | John Olynick [Member] | |||||||||||||||||||||||||
Salary under the agreement | $ 120,000 | ||||||||||||||||||||||||
Number of shares, granted | shares | 250,000 | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Employment Agreement [Member] | John Olynick [Member] | Minimum [Member] | |||||||||||||||||||||||||
Bonus amount | $ 35,000 | ||||||||||||||||||||||||
Employment Agreement [Member] | Ransom Jones [Member] | |||||||||||||||||||||||||
Salary under the agreement | $ 120,000 | ||||||||||||||||||||||||
Number of shares, granted | shares | 250,000 | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Employment Agreement [Member] | Ransom Jones [Member] | Minimum [Member] | |||||||||||||||||||||||||
Bonus amount | $ 35,000 | ||||||||||||||||||||||||
Employment Agreement [Member] | Thomas Phillips [Member] | January 1, 2019 [Member] | |||||||||||||||||||||||||
Agreement term | 15 months | ||||||||||||||||||||||||
Compensation cost | $ 120,000 | ||||||||||||||||||||||||
Number of shares to be issued | shares | 5,000,000 | ||||||||||||||||||||||||
Employment Agreement [Member] | Thomas Phillips [Member] | January 1, 2019 [Member] | Class A Common Stock [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Acquisition Agreement [Member] | Restricted Common Stock [Member] | Greenway Innovative Energy Inc. [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 7,500,000 | ||||||||||||||||||||||||
Number of barrels of fuel per day | Integer | 2,000 | ||||||||||||||||||||||||
Percentage of royalty on gross production sales | 2.00% | ||||||||||||||||||||||||
Settlement Agreement [Member] | Greenway Innovative Energy Inc. [Member] | Greer Family Trust [Member] | |||||||||||||||||||||||||
Number of shares to be issued | shares | 3,750,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Restricted Stock [Member] | Greenway Innovative Energy Inc. [Member] | Greer Family Trust [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 3,000,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Promissory Notes [Member] | Greenway Innovative Energy Inc. [Member] | Greer Family Trust [Member] | |||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||
Number of shares issued, value | $ 1,000,000 | ||||||||||||||||||||||||
Promissory note | $ 525,000 | ||||||||||||||||||||||||
Settlement Agreement [Member] | Mr.Gleason [Member] | |||||||||||||||||||||||||
Issuance of restricted shares | shares | 1,500,000 | ||||||||||||||||||||||||
Increased actual value of shares issued | $ 45,000 | ||||||||||||||||||||||||
Consulting Agreement [Member] | Ryan Turner [Member] | |||||||||||||||||||||||||
Termination agreement, description | After the first twelve-month initial term, the agreement was automatically renewable for successive twelve-month terms, unless otherwise terminated with written notice by the parties, and has been subsequently renewed until July 10, 2020. | ||||||||||||||||||||||||
Monthly payments including approved expenses | $ 5,000 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Termination agreement, description | The Board of Directors of the Company voted to terminate the Agreement. Based on the termination, all warrants to purchase the Company's common stock were cancelled. | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 1,800,000 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | 0.25 Per Share During First Year [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 500,000 | ||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.25 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | 0.45 Per Share During First Year [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 500,000 | ||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.45 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | 0.90 Per Share During First Year [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 1,000,000 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | 0.90 Per Share During First Or Second Year [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.90 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | 1.50 Per Share During First or Second Year [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 2,000,000 | ||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 1.50 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | 2.00 Per Share During Term of Agreement [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 3,000,000 | ||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 2 | ||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | 10.00 Per Share During Term of Agreement [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | |||||||||||||||||||||||||
Number of stock issued during period | shares | 1,000,000 | ||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 10 | ||||||||||||||||||||||||
Two-Year Lease Agreement [Member] | |||||||||||||||||||||||||
Area of square feet | ft² | 1,800 | ||||||||||||||||||||||||
Base rate per month | $ 2,417 | ||||||||||||||||||||||||
Two-Year Lease Agreement [Member] | Office Space [Member] | |||||||||||||||||||||||||
Percentage of royalty on gross production sales | 10.00% | ||||||||||||||||||||||||
Area of square feet | ft² | 600 | ||||||||||||||||||||||||
Base rate per month | $ 957 | ||||||||||||||||||||||||
Annual maintainance fees | $ 11,600 | ||||||||||||||||||||||||
Settlement and Mutual Release Agreement [Member] | Hawaiian Beverages, Inc. [Member] | Mamaki Tea, Inc., [Member] | |||||||||||||||||||||||||
Liquidation of property | $ 600,000 | ||||||||||||||||||||||||
Accrued interest and legal fees | $ 700,000 | ||||||||||||||||||||||||
Settlement and Mutual Release Agreement [Member] | Curtis Borman [Member] | Hawaiian Beverages, Inc. [Member] | Mamaki Tea, Inc., [Member] | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.20 | ||||||||||||||||||||||||
Number of stock issued during period | shares | 1,241,500 | ||||||||||||||||||||||||
Settlement and Mutual Release Agreement [Member] | Lee Jennison [Member] | Hawaiian Beverages, Inc. [Member] | Mamaki Tea, Inc., [Member] | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.20 | ||||||||||||||||||||||||
Number of stock issued during period | shares | 1,000,000 | ||||||||||||||||||||||||
Prior Consulting Agreement [Member] | New Promissory Notes [Member] | |||||||||||||||||||||||||
Loss contingency, settlement amount | $ 300,000 | 35,000 | |||||||||||||||||||||||
Settlement amount, terms | The Company shall pay $300,000 in settlement of the prior Consulting Agreement in 60 installments of $5,000 each month, until paid in full. The $300,000 payable was accrued as of December 31, 2018, of which $35,000 has been paid through the period ending September 30, 2019. | ||||||||||||||||||||||||
Number of installments | Integer | 60 | ||||||||||||||||||||||||
Loss contingency, accrual amount | $ 300,000 | ||||||||||||||||||||||||
Overrididng Royalty Agreement [Member] | Greenway Innovative Energy Inc. [Member] | |||||||||||||||||||||||||
Legal fees | $ 20,000 | $ 20,000 | $ 20,000 | 60,000 | |||||||||||||||||||||
Accrued legal fees | $ 20,000 | ||||||||||||||||||||||||
Overrididng Royalty Agreement [Member] | October 15, 2019 [Member] | Class A Common Stock [Member] | Restricted Stock [Member] | Greenway Innovative Energy Inc. [Member] | |||||||||||||||||||||||||
Number of shares, granted | shares | 1,000,000 | ||||||||||||||||||||||||
Number of stock issued during period | shares | 1,500,000 | ||||||||||||||||||||||||
Overrididng Royalty Agreement [Member] | Minimum [Member] | Greenway Innovative Energy Inc. [Member] | |||||||||||||||||||||||||
Percentage of royalty on gross production sales | 0.25% | ||||||||||||||||||||||||
Overrididng Royalty Agreement [Member] | Maximum [Member] | Greenway Innovative Energy Inc. [Member] | |||||||||||||||||||||||||
Percentage of royalty on gross production sales | 0.375% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Oct. 19, 2019 | Oct. 15, 2019 |
Unpaid fees | $ 90,378 | |
Class A Common Stock [Member] | ||
Number of stock issued during period | 1,500,000 |