Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 14, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | GREENWAY TECHNOLOGIES INC | ||
Entity Central Index Key | 0001572386 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
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 Shell Company | false | ||
Entity Public Float | $ 6,633,529 | ||
Entity Common Stock, Shares Outstanding | 310,807,400 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 16,043 | $ 73,211 |
Prepaid expenses | 25,000 | |
Receivable - related party | 387,847 | |
Total Current Assets | 428,890 | 73,211 |
Property & equipment, net | ||
Total other assets, net of reserve | 15,000 | |
Total Assets | 428,890 | 88,211 |
Current Liabilities | ||
Accounts payable | 1,032,680 | 738,845 |
Advances - related parties | 51,019 | 1,100 |
Accrued severance expense | 1,301,964 | 2,032,102 |
Accrued expenses | 641,518 | 734,833 |
Accrued expenses - related parties | 1,369,389 | 118,334 |
Accrued interest payable (includes related parties interest of $188,267) | 256,962 | |
Notes payable and convertible notes payable | 216,667 | 410,667 |
Notes payable - related parties (Net of debt discount of $107,880 and $90,619 respectively) | 1,923,176 | 638,250 |
Derivative liability - convertible notes | 103,476 | |
Total Current Liabilities | 6,793,375 | 4,777,607 |
Long Term Liabilities | ||
Notes Payable - Southwest Capital | 525,000 | |
Total Long Term Liabilities | 525,000 | |
Total Liabilities | 7,318,375 | 4,777,607 |
Commitments and contingencies (Note 11) | ||
Stockholders' Deficit | ||
Common stock 500,000,000 shares authorized, par value $0.0001, 296,648,677 and 286,703,915 outstanding at December 31, 2019 and 2018, respectively. Class B shares eliminated by vote at shareholders meeting on December 11, 2019. | 30,153 | 29,101 |
Additional paid-in capital | 22,710,632 | 22,100,087 |
Common stock to be issued | 857,227 | |
Subscription Receivable - Warrants | (7,668) | |
Accumulated deficit | (30,479,829) | (26,818,584) |
Total Stockholders' Deficit | (6,889,485) | (4,689,396) |
Total Liabilities & Stockholders' Deficit | $ 428,890 | $ 88,211 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) | Dec. 31, 2019USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |
Accrued related parties interest | $ | $ 188,267 |
Debt discount | $ | $ 107,880 |
Common stock, shares authorized | shares | 500,000,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares outstanding | shares | 296,648,677 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses | ||
General and administrative | 1,988,111 | 2,255,503 |
Research and development | 441,320 | 630,518 |
Total Expense | 2,429,431 | 2,886,021 |
Operating loss | (2,429,431) | (2,886,021) |
Other income / (expense) | ||
Loss on change in fair value of derivative | (64,899) | (34,500) |
Interest expense | (443,760) | (126,461) |
Settlement gain / (expense) - loan agreement | 39,220 | (120,000) |
Net loss on settlement related to legal matters | (765,000) | (28,000) |
Other Miscellaneous Income | 2,625 | |
Total other income / (expense) | (1,231,814) | (308,961) |
Loss before income taxes | (3,661,245) | (3,194,982) |
Provision for income taxes | ||
Net loss | $ (3,661,245) | $ (3,194,982) |
Net loss per share | ||
Basic and diluted net loss per shares | $ (0.01) | $ (0.01) |
Weighted average shares Outstanding Basic and diluted | 291,502,726 | 285,638,699 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock to be Issued [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 | $ 983 | 601,517 | 602,500 | |||
Shares issued from stock sales to accredited investors, shares | 5,655,253 | |||||
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 | (11,733,164) | |||||
Shares issued for services | $ 50 | 49,950 | 50,000 | |||
Shares issued for services, shares | 500,000 | |||||
Shares issued to settle shareholder disputes | $ 160 | 207,840 | 208,000 | |||
Shares issued to settle shareholder disputes, shares | 1,600,000 | |||||
Equity features embedded in debt issued | 127,287 | 127,287 | ||||
Net loss | (3,194,982) | (3,194,982) | ||||
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 Warrant conversions | $ 76 | 7,592 | (7,668) | |||
Shares issued for Warrant conversions, shares | 766,667 | |||||
Adjustment for incorrectly reported shares | ||||||
Adjustment for incorrectly reported shares, shares | (581,905) | |||||
Shares issued for Promissory Note Fees | $ 81 | 43,848 | 43,929 | |||
Shares issued for Promissory Note Fees, shares | 810,000 | |||||
Shares to be issued for Promissory Note Fees | 124,852 | 124,852 | ||||
Shares to be issued for Promissory Note Fees, shares | ||||||
Shares to be issued for Loan Conversion | 312,375 | 312,375 | ||||
Shares to be issued for Loan Conversion, shares | ||||||
Shares to be issued for stock-based compensation | 420,000 | 420,000 | ||||
Shares to be issued for stock-based compensation, shares | ||||||
Shares issued in Legal Settlements | $ 250 | 199,750 | 200,000 | |||
Shares issued in Legal Settlements, shares | 2,500,000 | |||||
Shares issued for Private Placement | $ 645 | 359,355 | 360,000 | |||
Shares issued for Private Placement, shares | 6,450,000 | |||||
Net loss | (3,661,245) | (3,661,245) | ||||
Balance at Dec. 31, 2019 | $ 30,153 | $ 22,710,632 | $ 857,227 | $ (7,668) | $ (30,479,829) | $ (6,889,485) |
Balance, shares at Dec. 31, 2019 | 296,648,677 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,661,245) | $ (3,194,982) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivatives | 64,899 | 34,500 |
Amortization of debt discount | 151,521 | 81,833 |
Net loss on legal settlements, net of cash payments | 725,000 | 28,000 |
Accrued management fees | 365,500 | |
Stock based compensation | 420,000 | 50,000 |
Gain in settlement of convertible note | (39,220) | |
Bad debt expense | 15,000 | |
Changes in operating assets and liabilities: | ||
Other Assets | 5,000 | |
Prepaid expense | (25,000) | 157,500 |
Accrued expenses | 722,684 | 404,407 |
Accounts payable | 293,833 | 778,806 |
Net Cash Used in Operating Activities | (1,332,528) | (1,289,436) |
Cash flows from investing activities: | ||
Receivable - related parties | (387,847) | |
Net Cash Used in Investing Activities | (387,847) | |
Cash Flows from Financing Activities | ||
Repayment of shareholder advances | (51,740) | |
Proceeds from Notes Payable - related parties | 1,302,188 | 728,869 |
Payments on other notes payable | (50,000) | (8,500) |
Proceeds from sale of common stock | 360,000 | 602,500 |
Stockholder advances | 51,019 | |
Net Cash Provided by Financing Activities | 1,663,207 | 1,271,129 |
Net (Decrease) Increase in Cash | (57,168) | (18,307) |
Cash Beginning of Year | 73,211 | 91,518 |
Cash End of Year | 16,043 | 73,211 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid during the period for interest | 46,452 | 789 |
Cash Paid during the period for taxes | ||
Non-Cash investing and financing activities | ||
Shares issued to settle shareholder obligations | 330,000 | |
Subscription receivables - warrants | (7,668) | |
Shares issued for promissory note fees | 168,781 | |
Shares issued for loan conversion (fair value $312,375) | 183,220 | |
Equity features (warrants) embedded in debt issued | 90,620 | |
Shares issued for settlement of accrued legal settlements | $ 200,000 | $ 208,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |
Fair value of shares issued | $ 312,375 |
Organization
Organization | 12 Months Ended |
Dec. 31, 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-ReformerTM refractory unit, a unique and critical component to the Company’s overall GTL technology solution. Greenway’s objective is to become a material direct and licensed producer of renewable GTL synthesized gasoline, diesel and jet fuels, with a near term focus on U.S. market opportunities. 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. To facilitate the commercialization process, Greenway announced in August 2019 that it had entered into an agreement to partially own and operate an existing GTL plant located in Wharton, Texas. Originally acquired by Mabert, a company controlled by director, Kevin Jones, members include OPMGE (a company formed to facilitate the joint venture), Mabert and Tom Phillips, an employee of the Company. The Company’s involvement in the venture is intended to facilitate third-party certification of the Company’s G-Reformer technology, related equipment and technology. In addition, the Company anticipates that OPMGE’s operations will demonstrate that the G-Reformer is a commercially viable technology for producing syngas and marketable fuel products. As the first operating GTL plant to use Greenway’s proprietary reforming technology and equipment, the Wharton joint venture facility is initially expected to yield a minimum of 75 - 100 barrels per day of gasoline and diesel fuels from converted natural gas. 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 appears to be superior to legacy technologies which are more 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 new plant is anticipated to prove out the economics for the Company’s technology and GTL processes. |
Basis of Presentation and Going
Basis of Presentation and Going Concern Uncertainties | 12 Months Ended |
Dec. 31, 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 Principles of Consolidation The accompanying consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. There are no assets, liabilities or operations in the Universal Media Corporation and Logistix Technology Systems subsidiaries identified below. All intercompany transactions and balances have been eliminated in consolidation. The accompanying consolidated financial statements include the accounts of the following entities: Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary Going Concern Uncertainties The accompanying consolidated financial statements to this Annual Report on Form 10-K 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 of December 31, 2019, we have an accumulated deficit of $30,479,829. For the year ended December 31, 2019, we incurred a net loss of $3,661,245 and used $1,332,528 in net cash for operating activities. In addition, we had a working capital deficiency of $6,364,485 as of December 31, 2019. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to obtain necessary financing to fund ongoing operations. While the Company is attempting to commence revenue generating operations and thereby generate sustainable revenues, the Company’s current cash position is not sufficient to support its ongoing daily operations and requires the Company to raise addition capital through debt and/or equity sources. Management believes that its current and future plans will enable it to continue as a going concern for the next twelve months from the date of this report. The accompanying consolidated financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. Reclassification Certain amounts for the current year ending December 2019 have been reclassified and are now shown in their own line descriptions on the balance sheet as compared to the prior year, to properly reflect the balances in each category. This includes the reclassification of certain Accrued management fees in 2018 reclassified to Accrued expenses-related parties, Accounts payable and Accrued interest payable for 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 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 Company adopted the guidance on January 1, 2018, its effective date. The Company has not, to date, generated any revenues. Equity Method Investment On August 29, 2019, the Company entered into a Material Definitive Agreement related to the formation of OPM Green Energy, LLC (OPMGE). The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86% (300 of 700 currently owned member units) revenue interest in OPMGE, expected to be later reduced to a 30% interest upon the completion of certain expected third-party investments for the remining 300 of 1,000 member units available. 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 December 31, 2019, there was no change in the investment cost of $0. At December 31, 2019, OPMGE had no material activity as of such date. As described in Note 9, the Company maintains a Related Party receivable with OPMGE for $387,847 related to our advancing capital for certain of its capital expenditures. The Company expects to fully recover the receivable once OPMGE operations ramp up in 2020. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include allowance for collectible receivables, derivative liability valuations and deferred tax valuation allowances. Actual results could differ from such 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. Unless otherwise indicated, all references to “dollars” in this Form 10-K are to U.S. dollars. There were no cash equivalents at December 31, 2019 or December 31, 2018. 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. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Open tax years, subject to IRS examination include 2014 – 2019. Net Loss Per Share, basic and diluted For the year ended December 2019, the basic loss per share was computed by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding. Shares issuable upon the exercise of warrants (10,857,737), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (13,000,986) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. For the year ended December 2018, basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants (17,265,893) 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. The Company did not have any derivative liabilities as of December 31, 2019. See Note 6 – Other Notes Payable on page F-13 to our Financial Statements herein below for discussion regarding 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 December 31, 2019 and 2018: Description Level 1 Level 2 Level 3 2019 Derivative Liabilities $ 0 $ 0 $ 0 2018 Derivative Liabilities $ 0 $ 0 $ 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 at fair value for the year ended December 31, 2019, is as follows: Fair Value Change in Gain Fair Value January 1, Fair on Conversions December 31, 2019 Derivative Liabilities $ (103,476 ) $ (64,899 ) $ 39,220 $ 129,155 $ - The change in the notes payable at fair value for the year ended December 31, 2018, is as follows: Fair Value Change in New Fair Value January 1, Fair Convertible Conversions December 31, 2018 Derivative Liabilities $ (105,643 ) $ (2,167 ) $ 0 $ 0 $ 103,476 Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation 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 of $250,000. The Company did not have cash on deposit in excess of such limit on December 31, 2019 and 2018. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 4 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, their estimated useful lives, and related accumulated depreciation at December 31, 2019 and 2018, respectively, are summarized as follows: Range of Lives in Years 2019 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 for the year ended December 31, 2019 and 2018. $ 0 $ 0 |
Term Notes Payable and Notes Pa
Term Notes Payable and Notes Payable Related Parties | 12 Months Ended |
Dec. 31, 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 consisted of the following at December 31, 2019 and 2018; 2019 2018 Secured notes payable at 18% per annum related to the Mabert LLC as Agent Loan Agreement dated September 14, 2018 for up to $5,000,000, shown net of debt discount of $107,880 and $90,619 (1) $ 1,923,176 $ 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 (2) 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 (3) 166,667 166,667 Unsecured convertible note payable at 4.0% per annum dated January 16, 2018 to a trust, payable January 16, 2020 (4) 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 $2,031,056 (excluding debt discount of $107,880, for a net $1,923,176 debt) through December 31, 2019. Mr. Jones, and his wife have loaned $1,426,056 from inception through December 31, 2019, including $897,188 in the current year ended December 2019. The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. 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 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 year ended December 31, 2019, the Company issued an additional 1,784,376 shares of Common Stock, as compared to the Company having issued 1,624,404 warrants as of December 31, 2018. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $107,880 for the period ended December 31, 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. On December 31, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $167,058, at 18% interest per annum. As a cost of the note, the Company issued 334,116 shares of its Common Stock at a market price of $0.076 per share for a total debt discount of $25,483, subject to standard Rule 144 restrictions. Each of the individual Promissory Notes have one-year terms, automatically renewable, unless an individual lender notifies Mabert within 60 days of the term that they would like payment of the principal and accrued interest upon the end of such promissory note term. No lenders requested payment for such individual promissory notes during the year ended December 2019. (2) On November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment of $100,000, plus an additional $10,000 interest, due on February 2018. The Company defaulted on the note and Wildcat subsequently sued for breach of contract. The parties subsequently settled the dispute and the parties executed a new Promissory Note replacing 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 made the two payments due through December 2019, and made the final payments in March 2020, thereby extinguishing such Promissory Note. The balance reflected in this Note 5 is the balance remaining as of year ending December 2019. See Note 11 – Legal. (3) On December 20, 2017, 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 (4) 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 through 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. |
Other Notes Payable
Other Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Other Notes Payable | NOTE 6 – OTHER NOTES PAYABLE 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 to convert and has indicated that it might convert under settlement discussions unrelated to the note. See also Note 11 – Legal Matters and Note 12 – Subsequent Events on page F-19 and F-21 to our Financial Statements. 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 resulted in a derivative. The Company evaluated the terms of the convertible note and concluded that there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the market value of the common stock. The discount related to the beneficial conversion feature on the note was valued at $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. As a result of the event of default, the discount related to the beneficial conversion feature has been extinguished for the balance of 2018, and until the event of default is cured or the note is converted to common shares. 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. These shares were issued in the first quarter of 2020. 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 $58,495 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 total $168,375 derivative liability as of the conversion date, recording a $64,899 loss in the fair value of a derivative for the year ended December 31, 2019. On September 26, 2019, we entered into a Settlement Agreement with Southwest Capital Funding Ltd. (“Southwest”) to resolve all conflicts related to a lawsuit in Hawaii, cause no. 16-1-0342, in the Circuit Court of the Third Circuit, State of Hawaii, styled Southwest Capital Funding, Ltd. v. Mamaki Tea, Inc., et. al In addition, we agreed to issue and deliver to Southwest 1,000,000 shares of Rule 144 restricted Class A common stock valued at $0.05 per share, at $50,000 expense to the Company, such shares being issued in the 3rd-quarter 2019 and fully expensed in the period ended December 2019. Provided there is no default on the Promissory Note, Southwest agreed to not sell any stock for at least one year from the date of the Settlement Agreement. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 7 – ACCRUED EXPENSES Accrued expenses, after certain reclassifications in 2019, consisted of the following at December 31, 2019 and 2018: 2019 2018 Accrued consulting fees $ 392,018 $ 479,194 Accrued consulting expense 249,500 249,500 Miscellaneous accruals - 6,139 Total accrued expenses $ 641,518 $ 734,833 |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Capital Structure | NOTE 8 – CAPITAL STRUCTURE At the Company’s Special Shareholders Meeting, all four proposals presented to the Company’s shareholders were passed with overwhelming support. The approvals for Proposals 1 – 3 are relevant to the Company’s current capital structure. Specifically, Proposal 1 received shareholder approval 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 received shareholder approval to change the name of the Company’s Class A Shares from “Class A” to “common stock” (“Common Stock”), which now has the same par value $0.0001 per share, designations, powers, privileges, rights, qualifications, limitations, and restrictions as the former Class A Shares, and Proposal 3 received shareholder approval to eliminate Class B Shares as a class of capital stock of the Company. All references to Common Stock described herein below include by definition any former Class A common stock. Accordingly, the Company is authorized to issue 500,000,000 shares of Common Stock with a par value of $.0001 per share, with each share having one voting right. Common Stock At December 31, 2019, there were 296,648,677 shares of Common Stock issued and outstanding. During the three-months ended December 31, 2019, the Company: issued 5,534,116 shares of Rule 144 restricted Common Stock, including 4,000,000 and 1,200,000 shares issued in a private placement to two (2) accredited investors, each at $0.05 per share, and, 334,116 shares for $25,483 in loan origination fees. During the three-months ended September 30, 2019, the Company: issued a net new 8,826,870 shares of restricted 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 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 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 Common Stock outstanding. During the year ended December 31, 2018, the Company: issued 5,655,253 shares of Common Stock to twenty-two (22) individuals through private placements for cash of $602,500 at an average of approximately $0.106 per share. ● issued 500,000 shares of restricted common stock for related to fulfilling the obligations of the Employment Agreements for our then president, John Olynick, and our CFO, Ransom Jones, for stock grants totaling $50,000 at $.010 per share. ● issued 3,000,000 of restricted common stock to one shareholder in settlement of a shareholder obligation for a total value of $330,000 at an average of $0.11 per share. ● Issued 1,600,000 of restricted common stock to one shareholder in settlement of a debt that had warrants attached. The total was a value of $208,000 at an average of $0.13 per share. ● canceled 11,733,164 of treasury shares. Class B Stock At December 31, 2019, there are no longer any Class B shares. For the period ending December 31, 2018, there were no shares of Class B stock issued and outstanding. Stock options, warrants and other rights At December 31, 2019 and 2018 respectively, the Company has not adopted any employee stock option plans. At December 31, 2019 and 2018 respectively, the Company had 10,857,737 and 17,265,893 warrants outstanding. Name of Warrant Holder Warrants Issue Date Total Warrants Issued Term Expiration Activity in 2018 Balance Activity in Balance Norman Reynolds Oct-15 4,000,000 5 Oct-00 - 4,000,000 - 4,000,000 Various Shareholders Jan-16 1,169,136 2 Jan-18 (1,169,136 ) - Various Shareholders Jan-17 641,489 3 Dec-19 - 641,489 (641,489 ) - Richard Halden Feb-17 4,000,000 2 Feb-19 - 4,000,000 (4,000,000 ) - Richard Halden Feb-17 2,000,000 3 Feb-20 - 2,000,000 - 2,000,000 MTG Holdings LTD Nov-17 1,000,000 3 Nov-20 - 1,000,000 (1,000,000 ) - Kent Harer Jan-18 4,000,000 3 Jan-21 4,000,000 4,000,000 4,000,000 Mabert LLC Dec-18 1,624,404 15 Dec-33 1,624,404 1,624,404 (766,667 ) 857,737 Total: 18,435,029 4,455,268 17,265,893 (6,408,156 ) 10,857,737 For the year ended December 2019, the Company had 10,857,737 warrants outstanding, of which 2,000,000 have expired and 857,737 have been converted as of the date of this report on Form 10-K. Of the remaining 8,000,000 warrants, the 4,000,000 warrants in the favor of Reynolds expire in October 2020, and the 4,000,000 warrants in favor of Harer expire in January 2021. The weighted average exercise price of these remaining warrants is $.175, with remaining terms of less than a year. 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 December 31, 2019 and will expire by their terms on October 1, 2020. 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%. The initial 4,000,000 warrants were not exercised within the period provided and expired by their terms on February 3, 2019. 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 11 – Legal Matters on page F-19 to our Financial Statements 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 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 Central 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 two quarters 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 warrants, were converted to common stock in January 2019. There were 641,489 warrants issued to various individual shareholders prior to 2017 that had an average range of two to three-year expiration terms, all expiring at various times in 2019. The Company has adjusted its outstanding warrants accordingly for the year ending December 31, 2019. There were 1,169,136 warrants issued to various individual shareholders prior to 2015 that had an average range of two to three-year expiration terms, all expiring at various times in 2018. The Company has adjusted its outstanding warrants accordingly for the year ending December 31, 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 9 - RELATED PARTY TRANSACTIONS 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 December 31, 2019, a total of $2,031,056 (excluding debt discount of $107,880) has been loaned to the Company by six shareholders, including Mr. Jones. See Note 5 - Term Notes Payable and Notes Payable Related Parties herein on page F-11 Through Mabert, Mr. Jones along with his wife and his company have loaned $1,426,056, and four other shareholders have loaned the balance of the Mabert Loans. 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. For the year ended December 31, 2019, the Company accrued expenses for related parties of $1,369,389 to account for the total deferred compensation expenses among three current executives, one former executive and one current employee. Each of the current executives and employees have agreed to defer their compensation until such time as sufficient cash is available to make such payments, the Company’s Chief Financial Officer having the express authority to determine what constitutes cash sufficiency from time-to-time. In the year ended December 31, 2019, we received $51,019 in advances from three of our directors, Ransom Jones, Kent Harer and Kevin Jones, in the amounts of $25,000, $25,000 and $1,019 respectively, which have been accrued as Advances - related parties for the period. During the year ended December 31, 2019, the Company advanced $387,847 to 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 42.86% 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 which expects to fully recover the receivable from OPMGE as it ramps up its operations in 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 – INCOME TAXES The Company has not filed its corporate tax returns since fiscal 2016. Due to recurring losses, the Company’s tax provision for the years ended December 31, 2019 and 2018 was $0. The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2019 2018 Federal statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (0.0 ) (0.0 ) Permanent differences and other including surtax exemption 0.0 0.0 Valuation allowance (21.0 ) (21.0 ) Effective tax rate 0.0 % 0.0 % At December 31, 2019 and 2018 the Company’s deferred tax assets were as follows: 2019 2018 Deferred tax assets Net operating loss carry forwards $ 22,840,100 $ 19,598,855 Deferred compensation / management fees 3,569,833 1,342,000 Total deferred tax assets 26,409,933 20,940,855 Less valuation allowance (26,409,933 ) (20,940,855 ) Net deferred tax asset $ - $ - As of December 31, 2019, the Company had unused net operating loss carry forwards of approximately $30.1 million available to reduce future federal taxable income. Net operating loss carryforwards of $23.6 million expire through fiscal years ending 2037, and 6.5 million may be carried forward indefinitely. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership). The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain. The change in the valuation allowance was $5,469,078 and $233,037 for the years ended December 31, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – COMMITMENTS AND CONTINGENCIES Employment Agreements In August 2012, the Company entered into an employment agreement with Ray Wright, as president of Greenway Innovative Energy, Inc., and who is now chairman of the board of Greenway Technologies, Inc., for a term of five years with compensation of $90,000 per year. In September 2014, the president’s employment agreement was amended to increase such annual pay to $180,000. By its terms, the employment agreement automatically renewed on August 12, 2018 for a successive one-year period. During the twelve-months ended December 31, 2019, the Company paid and/or accrued a total of $180,000 for this fiscal year under the terms of the agreement. Effective May 10, 2018, the Company entered into identical 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, such amount having been accrued for the year ended December 2019. 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 exist. 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 equal to 4,500,000 shares of the Company’s Rule 144 restricted common stock, par value $.0001 per share, valued at $.06 per share, or $270,000, which we expensed at time of grant. Such shares were physically issued in February 2020. Phillips is also entitled to certain additional stock grants based on the performance of the Company during the term of his employment and is entitled to participate in the Company’s benefit plans, if and when such become available. Effective April 1, 2019, the Company entered into an employment agreement with Ryan Turner for a term of twelve (12) months with compensation of $80,000 per year, to manage the Company’s Business Development and Investor Relations functions. Turner reports to the President of Greenway Technologies and is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s Rule 144 restricted common stock, par value $.0001 per share, valued at $.06 per share, or $150,000, which we expensed at time of grant. Such shares were physically issued in February 2020. Turner is also entitled to certain additional stock grants based on the performance of the Company during the term of his employment. Turner is also entitled to participate in the Company’s benefit plans, if and when such become available. Other 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. As a result, only 3,750,000 common shares are committed to be later issued under the original 2012 acquisition agreement. The Company has accrued management fees of $1,301,964 related to separation agreements and settlement expenses for two prior executives of the Company, Richard Halden and Randy Moseley, who both resigned from their respective management positions in 2016, with Halden then further resigning as a director from our Board of Directors in Feb 2017. Although we have not maintained currency with respect to the contractual payment obligations therein, both former employees are greater than five percent shareholders and had agreed to defer payments until such time as we have sufficient available liquidity to begin making payments on a regular basis. In March of this year, Halden filed suit against the Company alleging claims arising from his 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; subsequently, the lawsuit was dismissed without prejudice on November 19, 2019. Other than an increase in our legal expenses related to defending against Halden’s lawsuit, and given the subsequent dismissal of the same, we expect no further material financial impacts from such accrued fees until any such regular payments are able to begin, or another form of settlement is reached. Consulting Agreements On November 28, 2017, the Company entered into a three-year consulting agreement with Chisos 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 were to be made upon the Company’s common stock reaching certain price points over an extended period. 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. Chisos sued the Company for breach of contract. The Company vigorously defended itself and the litigation was dismissed without prejudice on November 19, 2019. See Note 11 – Legal Matters on page F-19 to our Financial Statements On September 7, 2018, Wildcat Consulting, a company controlled by a shareholder, Marshall Gleason (“Gleason”), filed suit against the Company alleging claims arising from a prior Consulting Agreement between the parties, seeking to recover monetary damages, interest, court costs, and attorney’s fees. On March 6, 2019, the parties entered into a Rule 11 Agreement settling both disputes. The Company performed in all regards under the Rule 11 Agreement and the parties executed the Settlement Agreement. Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and both cases were dismissed by the Court on February 25, 2020. See also Note 11 – Legal Matters and Note 12 – Subsequent Events on page F-19 and F-21 to our Financial Statements Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. The Company adopted this guidance effective January 1, 2019 and noted that the leases discussed below did meet the requirements for recording a right of use asset or liability under ASC-842 given that they were short term 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, including accrued and accruing interest held by Southwest Capital Funding, Ltd. (“ Southwest 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 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, a company controlled by a shareholder Gleason, filed suit against the Company, alleging claims arising from a prior 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 agreed to abate both cases until the earlier of a default of the performance of the Rule 11 Agreement or October 30, 2019. The Rule 11 Agreement was drafted to allow the Parties time to draft and sign the Wildcat 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. The material terms of the Rule 11 Agreement were as follows: ● The Company agreed to 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 made the three payments due through December 2019, and made the final payment in March 2020, thereby extinguishing such Promissory Note. ● The Company agreed to 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 $40,000 has been paid through the period ending December 31, 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 agreed to 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, all such payments having been made in the period ending December 31, 2019. ● The Company agreed to issue 1,500,000 restricted shares of its 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 Company issued such 1,500,000 restricted shares and the expense for such issuance was accrued on the Company’s Balance Sheet on the effective date of the Rule 11 Agreement and increased by $45,000 based upon the actual value of the shares on the date of issuance for the period ending December 31, 2019. The Rule 11 Agreement further provided that if the Company timely performed through October 15, 2019, the Parties would file a Joint Motion for Dismissal and present Agreed Orders of Dismissal with prejudice for both lawsuits. The Company performed in all regards under the Rule 11 Agreement, however Gleason refused to sign the Wildcat Settlement Agreement at the point of the Company’s having performed its obligations. The parties’ respective counsels then mutually agreed to extend the original October 15, 2019 settlement date until at least the end of the year while the parties waited for Gleason’s signature. Gleason signed the Compromise Settlement and Release Agreement on February 4, 2020, and all litigation was dismissed by the Court on February 25, 2020. On March 13, 2019, Chisos, a company controlled by dissident shareholder 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; subsequently, the lawsuit was dismissed without prejudice on November 19, 2019. On March 13, 2019, dissident shareholder Halden 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; subsequently, the lawsuit was dismissed without prejudice on November 19, 2019. 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 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 continued until the trial date of December 10, 2019; no trial was held and the lawsuit was dismissed with prejudice on November 26, 2019. On October 19, 2019 the Company was served with a lawsuit by Norman Reynolds, a previously engaged counsel by the Company. The suit was filed in Harris County District Court, Houston, Texas, asserting claims for unpaid fees of $90,378. While fully reserved, Greenway vigorously disputes the total amount claimed. 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENTS In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions, including but not limited to the temporary closures of many businesses, “shelter in place” and other governmental regulations, reduced business and consumer spending due to both job losses, reduced investing activity and M&A transactions, among many other effects attributable to the COVID-19 (coronavirus), and there continue to be many unknowns. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely. The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results is uncertain. On September 7, 2018, pursuant to the Rule 11 Agreement executed by the parties on March 6, 2019 and the Company having performed in all regards under such agreement through its term of October 30, 2019, Wildcat and the Company signed the final Wildcat Settlement Agreement on February 4, 2020, and the Parties filed a Joint Motion for Dismissal and Agreed Orders of Dismissal with prejudice for both lawsuits, such Motion and Order accepted by the Court on February 25, 2020. See Note 11 – Legal Matters herein above. On February 11, 2020, On February 16, 2020, we issued 7,000,000 shares of our Rule 144 Common Stock, par value $.0001 per share, to two employees, Ryan Turner and Thomas Phillips for 2,500,000 and 4,500,000 shares respectively, pursuant to identical voluntary stock issue deferment provisions in each of their employment agreements, valued on the date of grant at $.10 per share, such share issuance expense to be accounted for in our first quarter 2020. On February 19, 2020, Kevin Jones, a Director converted 857,737 warrants issued in conjunction with the Mabert LLC Loan Agreement described herein above, for 857,737 shares of the Company’s Common Stock. On February 19, 2020, Kevin Jones, a Director was issued 1,460,260 shares of our Rule 144 restricted Common Stock as consideration for loan origination fees, for two promissory notes issued during the year ended December 2019. See Note 5 – Term Notes Payable and Notes Payable Related Parties on page F-11 to our Financial Statements. On March 3, 2020, we issued 3,906,610 shares of our Rule 144 restricted Common Stock related to the conversion of a loan in favor of the Greer Family Trust. See Note 11 – Legal Matters on page F-19 to our Financial Statements On January 24, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and PowerUp Lending Group, Ltd., a Virginia corporation (“PowerUp”), whereby PowerUp purchased, and the Company sold, a Convertible Promissory Note, dated January 24, 2020, by and between the Company and PowerUp (the “Note”), in exchange for a cash purchase price of $118,000. PowerUp has agreed to provide up to $1,000,000 to the Company under the same and substantially similar terms (term dates change with each agreement) over a twelve-month period, subject to period determined stock price and trading attributes. The Purchase Agreement contains customary representations and warranties, covenants, and conditions to closing. Material terms of the Note include the following provisions: ● The unpaid principal balance of the Note shall bear interest at the rate of 10% per year; ● Any amount of principal or interest due under the Note that is not paid when due shall bear interest at the rate of 22% per year from the date it was due until such outstanding amount is paid; ● The Note matures on January 24, 2021; ● PowerUp may elect to convert all or any part of the outstanding and unpaid amount of the Note into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) from time to time, during the period that is 180 days following the issue date of the Note; ● The Company must reserve up to five times the number of shares of Common Stock that would be issuable upon full conversion of the Note, and instruct the Company’s transfer agent, Transfer Online, Inc., to that effect; ● The Company may prepay the Note, but must pay a prepayment percentage to PowerUp depending on the time that the Note is prepaid; ● So long as the Note remains outstanding, the Company may not sell, lease, or otherwise dispose of any significant portion of its assets outside the ordinary course of business without PowerUp’s written consent; and ● Certain events qualify as events of default under the Note including, but not limited to: (a) the Company’s breach of a material term of the Note or the Purchase Agreement; (b) the Company’s failure to pay the amount of principal or interest due to PowerUp under the Note by the Company, (c) the Company’s failure to comply with its reporting obligations under the Securities Exchange Act of 1934, as amended, and (d) the Company’s assignment for the benefit of creditors. On February 22, 2020, the Company executed a second sequential Securities Purchase Agreement and Convertible Promissory Note for an additional $53,000, under the same and substantially similar terms, i.e., incorporating the new issue date for a one-year term maturing on February 12, 2021. The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 Company adopted the guidance on January 1, 2018, its effective date. 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 related to the formation of OPM Green Energy, LLC (OPMGE). The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86% (300 of 700 currently owned member units) revenue interest in OPMGE, expected to be later reduced to a 30% interest upon the completion of certain expected third-party investments for the remining 300 of 1,000 member units available. 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 December 31, 2019, there was no change in the investment cost of $0. At December 31, 2019, OPMGE had no material activity as of such date. As described in Note 9, the Company maintains a Related Party receivable with OPMGE for $387,847 related to our advancing capital for certain of its 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 consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include allowance for collectible receivables, derivative liability valuations and deferred tax valuation allowances. Actual results could differ from such 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. Unless otherwise indicated, all references to “dollars” in this Form 10-K are to U.S. dollars. There were no cash equivalents at December 31, 2019 or December 31, 2018. |
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. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Open tax years, subject to IRS examination include 2014 – 2019. |
Net Loss Per Share, Basic and Diluted | Net Loss Per Share, basic and diluted For the year ended December 2019, the basic loss per share was computed by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding. Shares issuable upon the exercise of warrants (10,857,737), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (13,000,986) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. For the year ended December 2018, basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants (17,265,893) 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. The Company did not have any derivative liabilities as of December 31, 2019. See Note 6 – Other Notes Payable on page F-13 to our Financial Statements herein below for discussion regarding 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 December 31, 2019 and 2018: Description Level 1 Level 2 Level 3 2019 Derivative Liabilities $ 0 $ 0 $ 0 2018 Derivative Liabilities $ 0 $ 0 $ 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 at fair value for the year ended December 31, 2019, is as follows: Fair Value Change in Gain Fair Value January 1, Fair on Conversions December 31, 2019 Derivative Liabilities $ (103,476 ) $ (64,899 ) $ 39,220 $ 129,155 $ - The change in the notes payable at fair value for the year ended December 31, 2018, is as follows: Fair Value Change in New Fair Value January 1, Fair Convertible Conversions December 31, 2018 Derivative Liabilities $ (105,643 ) $ (2,167 ) $ 0 $ 0 $ 103,476 |
Stock Based Compensation | Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation |
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 of $250,000. The Company did not have cash on deposit in excess of such limit on December 31, 2019 and 2018. |
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) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiaries | The accompanying 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2019 and 2018: Description Level 1 Level 2 Level 3 2019 Derivative Liabilities $ 0 $ 0 $ 0 2018 Derivative Liabilities $ 0 $ 0 $ 103,476 |
Schedule of Change in Notes Payable at Fair Value | The change in the notes payable at fair value for the year ended December 31, 2019, is as follows: Fair Value Change in Gain Fair Value January 1, Fair on Conversions December 31, 2019 Derivative Liabilities $ (103,476 ) $ (64,899 ) $ 39,220 $ 129,155 $ - The change in the notes payable at fair value for the year ended December 31, 2018, is as follows: Fair Value Change in New Fair Value January 1, Fair Convertible Conversions December 31, 2018 Derivative Liabilities $ (105,643 ) $ (2,167 ) $ 0 $ 0 $ 103,476 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment, their estimated useful lives, and related accumulated depreciation at December 31, 2019 and 2018, respectively, are summarized as follows: Range of Lives in Years 2019 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) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Term Notes Payable | Term notes payable consisted of the following at December 31, 2019 and 2018; 2019 2018 Secured notes payable at 18% per annum related to the Mabert LLC as Agent Loan Agreement dated September 14, 2018 for up to $5,000,000, shown net of debt discount of $107,880 and $90,619 (1) $ 1,923,176 $ 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 (2) 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 (3) 166,667 166,667 Unsecured convertible note payable at 4.0% per annum dated January 16, 2018 to a trust, payable January 16, 2020 (4) 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 $2,031,056 (excluding debt discount of $107,880, for a net $1,923,176 debt) through December 31, 2019. Mr. Jones, and his wife have loaned $1,426,056 from inception through December 31, 2019, including $897,188 in the current year ended December 2019. The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. 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 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 year ended December 31, 2019, the Company issued an additional 1,784,376 shares of Common Stock, as compared to the Company having issued 1,624,404 warrants as of December 31, 2018. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $107,880 for the period ended December 31, 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. On December 31, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $167,058, at 18% interest per annum. As a cost of the note, the Company issued 334,116 shares of its Common Stock at a market price of $0.076 per share for a total debt discount of $25,483, subject to standard Rule 144 restrictions. Each of the individual Promissory Notes have one-year terms, automatically renewable, unless an individual lender notifies Mabert within 60 days of the term that they would like payment of the principal and accrued interest upon the end of such promissory note term. No lenders requested payment for such individual promissory notes during the year ended December 2019. (2) On November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment of $100,000, plus an additional $10,000 interest, due on February 2018. The Company defaulted on the note and Wildcat subsequently sued for breach of contract. The parties subsequently settled the dispute and the parties executed a new Promissory Note replacing 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 made the two payments due through December 2019, and made the final payments in March 2020, thereby extinguishing such Promissory Note. The balance reflected in this Note 5 is the balance remaining as of year ending December 2019. See Note 11 – Legal. (3) On December 20, 2017, 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 (4) 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 through 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. |
Other Notes Payable (Tables)
Other Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses, after certain reclassifications in 2019, consisted of the following at December 31, 2019 and 2018: 2019 2018 Accrued consulting fees $ 392,018 $ 479,194 Accrued consulting expense 249,500 249,500 Miscellaneous accruals - 6,139 Total accrued expenses $ 641,518 $ 734,833 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | Name of Warrant Holder Warrants Issue Date Total Warrants Issued Term Expiration Activity in 2018 Balance Activity in Balance Norman Reynolds Oct-15 4,000,000 5 Oct-00 - 4,000,000 - 4,000,000 Various Shareholders Jan-16 1,169,136 2 Jan-18 (1,169,136 ) - Various Shareholders Jan-17 641,489 3 Dec-19 - 641,489 (641,489 ) - Richard Halden Feb-17 4,000,000 2 Feb-19 - 4,000,000 (4,000,000 ) - Richard Halden Feb-17 2,000,000 3 Feb-20 - 2,000,000 - 2,000,000 MTG Holdings LTD Nov-17 1,000,000 3 Nov-20 - 1,000,000 (1,000,000 ) - Kent Harer Jan-18 4,000,000 3 Jan-21 4,000,000 4,000,000 4,000,000 Mabert LLC Dec-18 1,624,404 15 Dec-33 1,624,404 1,624,404 (766,667 ) 857,737 Total: 18,435,029 4,455,268 17,265,893 (6,408,156 ) 10,857,737 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Reconciliation | The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2019 2018 Federal statutory rate (21.0 )% (21.0 )% State tax, net of federal benefit (0.0 ) (0.0 ) Permanent differences and other including surtax exemption 0.0 0.0 Valuation allowance (21.0 ) (21.0 ) Effective tax rate 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets and Liabilities | At December 31, 2019 and 2018 the Company’s deferred tax assets were as follows: 2019 2018 Deferred tax assets Net operating loss carry forwards $ 22,840,100 $ 19,598,855 Deferred compensation / management fees 3,569,833 1,342,000 Total deferred tax assets 26,409,933 20,940,855 Less valuation allowance (26,409,933 ) (20,940,855 ) Net deferred tax asset $ - $ - |
Organization (Details Narrative
Organization (Details Narrative) - Greenway Innovative Energy, Inc. ("GIE") [Member] | Aug. 31, 2012 |
Ownership percentage | 100.00% |
Number of barrels description | In addition, the Company anticipates that OPMGE's operations will demonstrate that the G-Reformer is a commercially viable technology for producing syngas and marketable fuel products. As the first operating GTL plant to use Greenway's proprietary reforming technology and equipment, the Wharton joint venture facility is initially expected to yield a minimum of 75 - 100 barrels per day of gasoline and diesel fuels from converted natural gas. |
Basis of Presentation and Goi_3
Basis of Presentation and Going Concern Uncertainties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (30,479,829) | $ (26,818,584) |
Net loss | (3,661,245) | (3,194,982) |
Cash used for operating activities | (1,332,528) | $ (1,289,436) |
Working capital deficiency | $ 6,364,485 |
Basis of Presentation and Goi_4
Basis of Presentation and Going Concern Uncertainties - Schedule of Subsidiaries (Details) | 12 Months Ended |
Dec. 31, 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 ($) | Aug. 29, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash equivalents | |||
Stock options outstanding | |||
FDIC insurance amount | $ 250,000 | ||
Research and development expenses | $ 441,320 | $ 630,518 | |
Warrant [Member] | |||
Antidilutive securities | 10,857,737 | 17,265,893 | |
Shares Convertible for Debt [Member] | |||
Antidilutive securities | 2,083,333 | ||
Shares Outstanding But Not Yet Issued [Member] | |||
Antidilutive securities | 13,000,986 | ||
OPM Green Energy, LLC [Member] | Material Definitive Agreement [Member] | |||
Equity method investment, ownership percentage | 42.86% | ||
Equity investment description | The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86% (300 of 700 currently owned member units) revenue interest in OPMGE, expected to be later reduced to a 30% interest upon the completion of certain expected third-party investments for the remining 300 of 1,000 member units available. 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 December 31, 2019, there was no change in the investment cost of $0. | ||
Eduity investment cost | $ 0 | ||
Eduity investment related Party receivable | $ 387,847 |
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 ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair value derivative liabilities | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair value derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair value derivative liabilities | $ 0 | $ 103,476 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Change in Notes Payable at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Derivative liabilities, beginning balance | $ (103,476) | $ (105,643) |
Change in fair value | (64,899) | (2,167) |
Gain on Settlement | 39,220 | |
New Convertible Notes | 0 | |
Conversions | 129,155 | 0 |
Derivative liabilities, ending balance | $ (103,476) |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 0 |
Property, Plant, and Equipment
Property, Plant, and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Term note payable | $ 1,940,627 | $ 1,048,917 | |
Secured Notes Payable [Member] | |||
Term note payable | [1] | 1,923,176 | 638,250 |
Unsecured Note Payable 1 [Member] | |||
Term note payable | [2] | 50,000 | 100,000 |
Unsecured Note Payable 2 [Member] | |||
Term note payable | [3] | 166,667 | 166,667 |
Unsecured Convertible Note Payable [Member] | |||
Term note payable | [4] | $ 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 $2,031,056 (excluding debt discount of $107,880, for a net $1,923,176 debt) through December 31, 2019. Mr. Jones, and his wife have loaned $1,426,056 from inception through December 31, 2019, including $897,188 in the current year ended December 2019. The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. 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 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 year ended December 31, 2019, the Company issued an additional 1,784,376 shares of Common Stock, as compared to the Company having issued 1,624,404 warrants as of December 31, 2018. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $107,880 for the period ended December 31, 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. On December 31, 2019, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $167,058, at 18% interest per annum. As a cost of the note, the Company issued 334,116 shares of its Common Stock at a market price of $0.076 per share for a total debt discount of $25,483, subject to standard Rule 144 restrictions. Each of the individual Promissory Notes have one-year terms, automatically renewable, unless an individual lender notifies Mabert within 60 days of the term that they would like payment of the principal and accrued interest upon the end of such promissory note term. No lenders requested payment for such individual promissory notes during the year ended December 2019. | ||
[2] | On November 13, 2017, the Company executed a Promissory Note with Wildcat for a lump sum payment of $100,000, plus an additional $10,000 interest, due on February 2018. The Company defaulted on the note and Wildcat subsequently sued for breach of contract. The parties subsequently settled the dispute and the parties executed a new Promissory Note replacing 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 made the two payments due through December 2019, and made the final payments in March 2020, thereby extinguishing such Promissory Note. The balance reflected in this Note 5 is the balance remaining as of year ending December 2019. See Note 11 - Legal. | ||
[3] | On December 20, 2017, 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. | ||
[4] | On January 16, 2018, the Company issued a convertible promissory note for $150,000, prior shown net a $6,000 principal payment at $144,000. This loan was in default for breach of payment through the period ending June 30, 2019. By its terms, the interest payable increased to 18% per annum on April 1, 2018. On July 24, 2019, the holder noticed the Company of its intent to convert and the note was converted to 3,906,610 shares of Class A common stock. |
Term Notes Payable and Notes _4
Term Notes Payable and Notes Payable Related Parties - Schedule of Term Notes Payable (Details) (Parenthetical) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Aug. 04, 2019 | Jun. 10, 2019 | May 31, 2019 | Apr. 30, 2019 | Dec. 20, 2018 | Sep. 14, 2018 | Jan. 16, 2018 | Nov. 13, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Debt discount | $ 107,880 | $ 107,880 | $ 90,619 | $ 107,880 | |||||||||
Debt maturity date | Dec. 20, 2020 | ||||||||||||
Due to related party | 51,019 | ||||||||||||
Debt instrument face amount | $ 144,000 | ||||||||||||
Amortization of debt discount | $ 151,521 | $ 81,833 | |||||||||||
Convertible promissory note | $ 166,667 | $ 150,000 | |||||||||||
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 | ||||||||||||
Promissory Note [Member] | |||||||||||||
Payments of debt | $ 100,000 | ||||||||||||
Addtional interest amount | $ 10,000 | ||||||||||||
Debt 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. The Company made the two payments due through December 2019, and made the final payments in March 2020, thereby extinguishing such Promissory Note. | ||||||||||||
Class A Common Stock [Member] | |||||||||||||
Number of shares issued during period | 1,000,000 | ||||||||||||
Shares issued price per share | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||
Debt conversion, converted instrument, shares issued | 3,906,610 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of shares issued during period | 6,450,000 | ||||||||||||
Amended Loan Agreement [Member] | |||||||||||||
Working capital and general corporate expenses | $ 5,000,000 | ||||||||||||
Amortization of debt discount | $ 107,880 | ||||||||||||
Mabert LLC [Member] | |||||||||||||
Working capital and general corporate expenses | $ 1,500,000 | ||||||||||||
Warrants exercise price per share | $ 0.01 | ||||||||||||
Warrants exercise price description | Warrants and/or stock for 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 | ||||||||||||
Amortization of debt discount | $ 107,880 | $ 90,619 | |||||||||||
Mabert LLC [Member] | Common Stock [Member] | |||||||||||||
Number of shares issued during period | 1,784,376 | ||||||||||||
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 | $ 107,880 | $ 107,880 | 107,880 | ||||||||||
Due to related party | 2,031,056 | ||||||||||||
Debt instrument face amount | $ 1,923,176 | 1,923,176 | 1,923,176 | ||||||||||
Mr Jones and His Wife [Member] | |||||||||||||
Due to related party | $ 897,188 | $ 1,426,056 | |||||||||||
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 shares 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 shares issued during period | 450,000 | ||||||||||||
Shares issued price per share | $ 0.05 | ||||||||||||
Kevin Jones A Director and Shareholder [Member] | |||||||||||||
Debt, interest rate | 18.00% | ||||||||||||
Debt instrument face amount | $ 505,130 | ||||||||||||
Kevin Jones A Director and Shareholder [Member] | Class A Common Stock [Member] | |||||||||||||
Debt discount | $ 77,054 | ||||||||||||
Number of shares issued during period | 1,010,260 | ||||||||||||
Shares issued price per share | $ 0.076 | ||||||||||||
Director and Shareholder [Member] | |||||||||||||
Debt, interest rate | 18.00% | 18.00% | 18.00% | ||||||||||
Debt instrument face amount | $ 167,058 | $ 167,058 | $ 167,058 | ||||||||||
Director and Shareholder [Member] | Common Stock [Member] | |||||||||||||
Debt discount | $ 25,483 | $ 25,483 | $ 25,483 | ||||||||||
Number of shares issued during period | 334,116 | ||||||||||||
Shares issued price per share | $ 0.076 | $ 0.076 | $ 0.076 | ||||||||||
Secured Notes Payable [Member] | |||||||||||||
Debt, interest rate | 18.00% | 18.00% | 18.00% | 18.00% | |||||||||
Debt issuance date | Sep. 14, 2018 | Sep. 14, 2018 | |||||||||||
Secured notes payable | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||
Debt discount | $ 107,880 | $ 107,880 | $ 90,619 | $ 107,880 | |||||||||
Unsecured Note Payable 1 [Member] | |||||||||||||
Debt, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||
Debt issuance date | Nov. 13, 2017 | Nov. 13, 2017 | |||||||||||
Debt maturity date | Mar. 1, 2020 | Mar. 1, 2020 | |||||||||||
Unsecured Note Payable 2 [Member] | |||||||||||||
Debt, interest rate | 4.50% | 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% | 4.00% | |||||||||
Debt issuance date | Jan. 16, 2018 | Jan. 16, 2018 | |||||||||||
Debt maturity date | Jan. 16, 2020 | Jan. 16, 2020 |
Other Notes Payable (Details Na
Other Notes Payable (Details Narrative) - USD ($) | Dec. 20, 2019 | Sep. 25, 2019 | Jul. 25, 2019 | Dec. 20, 2018 | Jan. 16, 2018 | Jan. 16, 2018 | Dec. 31, 2019 | Feb. 15, 2020 | Sep. 26, 2019 | Dec. 31, 2018 |
Debt face amount | $ 144,000 | $ 144,000 | ||||||||
Accrued interest | $ 256,962 | |||||||||
Debt discount | 107,880 | 90,619 | ||||||||
Derivative liability | $ 168,375 | $ 103,476 | ||||||||
Derivative, loss on derivative | 64,899 | |||||||||
Number of shares issued | $ 360,000 | |||||||||
Class A Common Stock [Member] | ||||||||||
Debt conversion, shares issued | 3,906,610 | |||||||||
Number of shares issued, shares | 1,000,000 | |||||||||
Share price per share | $ 0.05 | |||||||||
Number of shares issued | $ 50,000 | |||||||||
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 | |||||||||
Accrued interest | $ 80,000 | |||||||||
Debt conversion price | $ 0.08 | |||||||||
2018 Convertible Promissory Note [Member] | ||||||||||
Debt conversion price | $ 0.013 | |||||||||
Debt conversion, shares issued | 1,000,000 | 1,083,333 | 2,083,325 | |||||||
Debt conversion, value | $ 80,000 | $ 86,667 | ||||||||
Debt discount | $ 27,083 | |||||||||
Debt discount valuation description | 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. | |||||||||
2018 Convertible Promissory Note 2 [Member] | ||||||||||
Debt face amount | $ 150,000 | $ 150,000 | ||||||||
Debt stated interest rate | 4.50% | 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 | $ 6,000 | ||||||||
Debt conversion price | $ 0.0469 | |||||||||
Debt conversion, shares issued | 3,906,610 | |||||||||
Debt conversion, value | $ 183,220 | |||||||||
Debt discount | $ 58,495 | |||||||||
Debt default interest percentage | 18.00% | 18.00% | ||||||||
Convertible shares on the valuation date | 1,578,947 | |||||||||
Derivative liability | $ 168,375 | |||||||||
2018 Convertible Promissory Note 2 [Member] | Black-Scholes Model [Member] | ||||||||||
Debt discount | $ 150,000 | |||||||||
Settlement Agreement [Member] | ||||||||||
Debt face amount | $ 525,000 | |||||||||
Debt stated interest rate | 7.70% | |||||||||
Debt balloon payment | $ 10,549 | |||||||||
Debt default interest percentage | 18.00% | |||||||||
Debt term | 3 years | |||||||||
Settlement Agreement [Member] | Subsequent Event [Member] | ||||||||||
Debt balloon payment | $ 15,727 |
Other Notes Payable - Schedule
Other Notes Payable - Schedule of Assumptions Used Under Black-scholes Model (Details) | 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 ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued consulting fees | $ 392,018 | $ 479,194 |
Accrued consulting expense | 249,500 | 249,500 |
Miscellaneous accruals | 6,139 | |
Total accrued expenses | $ 641,518 | $ 734,833 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - USD ($) | Jan. 08, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Feb. 03, 2017 | Oct. 01, 2015 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2019 | Sep. 30, 2018 | Nov. 30, 2017 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||
Common stock, shares outstanding | 296,648,677 | 286,703,915 | 296,648,677 | 286,703,915 | ||||||||||||
Number of shares issued, value | $ 360,000 | |||||||||||||||
Proceeds from sale of common stock | 360,000 | $ 602,500 | ||||||||||||||
Warrants issued | $ 1,257,737 | 1,257,737 | ||||||||||||||
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 | |||||||||||||||
Norman Reynolds [Member] | ||||||||||||||||
Warrants issued | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | 4,000,000 | ||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||
Warrant expiration date | Oct. 31, 2015 | Oct. 31, 2015 | ||||||||||||||
Kent Harer [Member] | ||||||||||||||||
Warrants issued | $ 4,000,000 | 4,000,000 | $ 4,000,000 | 4,000,000 | ||||||||||||
Warrants term | 3 years | 3 years | ||||||||||||||
Warrant expiration date | Jan. 31, 2021 | Jan. 31, 2021 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Warrants outstanding | $ 10,857,737 | 17,265,893 | $ 10,857,737 | 17,265,893 | ||||||||||||
Number of warrants expired | 4,000,000 | 2,000,000 | ||||||||||||||
Conversion of stock | 857,737 | |||||||||||||||
Warrants issued | $ 6,000,000 | $ 4,000,000 | $ 18,435,029 | $ 17,265,893 | $ 18,435,029 | $ 17,265,893 | $ 366,667 | $ 1,000,000 | ||||||||
Warrant expiration description | For the year ended December 2019, the Company had 10,857,737 warrants outstanding, of which 2,000,000 have expired and 857,737 have been converted as of the date of this report on Form 10-K. Of the remaining 8,000,000 warrants, the 4,000,000 warrants in the favor of Reynolds expire in October 2020, and the 4,000,000 warrants in favor of Harer expire in January 2021. The weighted average exercise price of these remaining warrants is $.175, with remaining terms of less than a year. | |||||||||||||||
Warrants exercise price | $ 0.20 | $ .175 | $ .175 | $ 0.30 | ||||||||||||
Warrants term | 5 years | 3 years | ||||||||||||||
Warrants fair value | $ 95,846 | $ 639,284 | $ 386,549 | $ 95,846 | ||||||||||||
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% | |||||||||||||
Warrant expiration date | Feb. 3, 2019 | Oct. 1, 2020 | ||||||||||||||
Warrant [Member] | Prior 2017 [Member] | ||||||||||||||||
Warrants issued | $ 641,489 | $ 641,489 | ||||||||||||||
Warrant [Member] | Prior 2015 [Member] | ||||||||||||||||
Warrants issued | $ 1,169,136 | $ 1,169,136 | ||||||||||||||
Warrant [Member] | Norman Reynolds [Member] | October 2020 [Member] | ||||||||||||||||
Number of warrants expired | 4,000,000 | |||||||||||||||
Warrant [Member] | Kent Harer [Member] | January 2021 [Member] | ||||||||||||||||
Number of warrants expired | 4,000,000 | |||||||||||||||
Accredited Investor One [Member] | ||||||||||||||||
Stock issued during period, restricted stock, new issues | 4,000,000 | |||||||||||||||
Common stock exercise price | $ 0.05 | $ 0.05 | ||||||||||||||
Accredited Investor Two [Member] | ||||||||||||||||
Stock issued during period, restricted stock, new issues | 1,200,000 | |||||||||||||||
Common stock exercise price | $ 0.05 | $ 0.05 | ||||||||||||||
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 | |||||||||||||||
John Olynick and Ransom Jones [Member] | Restricted Stock [Member] | ||||||||||||||||
Common stock, shares issued | 500,000 | 500,000 | ||||||||||||||
Common stock exercise price | $ 0.010 | $ 0.010 | ||||||||||||||
Proceeds from sale of common stock | $ 50,000 | |||||||||||||||
One Shareholder [Member] | Restricted Stock [Member] | ||||||||||||||||
Common stock, shares issued | 3,000,000 | 3,000,000 | ||||||||||||||
Common stock exercise price | $ 0.11 | $ 0.11 | ||||||||||||||
Proceeds from sale of common stock | $ 330,000 | |||||||||||||||
Director [Member] | ||||||||||||||||
Number of shares issued, value | 3,000,000 | |||||||||||||||
Shares returned, value | $ 490,000 | |||||||||||||||
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 | 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 | $ 200,000 | ||||||||||||||
Mr.Jones [Member] | Warrant [Member] | ||||||||||||||||
Warrants issued | $ 857,737 | |||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||
Stock issued during period, restricted stock, new issues | 5,534,116 | |||||||||||||||
Number of shares issued, shares | 334,116 | |||||||||||||||
Loan Origination Fees | $ 25,483 | |||||||||||||||
Restricted Common A Stock [Member] | ||||||||||||||||
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 | |||||||||||||||
Restricted Common A Stock [Member] | Private Placement [Member] | One Business Entity [Member] | ||||||||||||||||
Common stock, par value | $ 0.08 | |||||||||||||||
Number of shares issued, shares | 1,250,000 | |||||||||||||||
Restricted Common A Stock [Member] | Private Placement [Member] | Two Business Entity [Member] | ||||||||||||||||
Number of shares issued, shares | 2,500,000 | |||||||||||||||
Number of shares issued, value | $ 200,000 | |||||||||||||||
Restricted Common A Stock [Member] | Three Individuals [Member] | ||||||||||||||||
Number of shares issued, shares | 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 | 581,905 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of loan conversion shares | ||||||||||||||||
Number of shares issued, shares | 6,450,000 | |||||||||||||||
Number of shares issued, value | $ 645 | |||||||||||||||
Common Stock [Member] | Twenty-two Individuals [Member] | ||||||||||||||||
Common stock, shares issued | 5,655,253 | 5,655,253 | ||||||||||||||
Common stock exercise price | $ 0.106 | $ 0.106 | ||||||||||||||
Proceeds from sale of common stock | $ 602,500 | |||||||||||||||
Treasury stock, shares | 11,733,164 | |||||||||||||||
Common Stock [Member] | One Shareholder [Member] | Restricted Stock [Member] | ||||||||||||||||
Common stock, shares issued | 1,600,000 | 1,600,000 | ||||||||||||||
Common stock exercise price | $ 0.13 | $ 0.13 | ||||||||||||||
Proceeds from sale of common stock | $ 208,000 | |||||||||||||||
Mabert LLC Loan Agreement [Member] | Warrant [Member] | ||||||||||||||||
Warrants issued | $ 1,624,404 | $ 1,624,404 | ||||||||||||||
Warrants exercise price | $ 0.01 | $ 0.01 | ||||||||||||||
Warrants term | 15 years | 15 years | ||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||
Valuation assumption, expected conversion term | 3 years | 3 years | ||||||||||||||
Maximum [Member] | Warrant [Member] | Prior 2017 [Member] | ||||||||||||||||
Warrants term | 3 years | 3 years | ||||||||||||||
Maximum [Member] | Warrant [Member] | Prior 2015 [Member] | ||||||||||||||||
Warrants term | 3 years | 3 years | ||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||
Valuation assumption, expected conversion term | 2 years | 2 years | ||||||||||||||
Minimum [Member] | Warrant [Member] | Prior 2017 [Member] | ||||||||||||||||
Warrants term | 2 years | 2 years | ||||||||||||||
Minimum [Member] | Warrant [Member] | Prior 2015 [Member] | ||||||||||||||||
Warrants term | 2 years | 2 years | ||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||||||||||
Common stock, shares issued | 296,648,677 | 296,648,677 | ||||||||||||||
Common stock, shares outstanding | 296,648,677 | 286,703,915 | 296,648,677 | 286,703,915 | ||||||||||||
Number of shares issued, shares | 1,000,000 | |||||||||||||||
Number of shares issued, value | $ 50,000 | |||||||||||||||
Common stock exercise price | $ 0.05 | $ 0.05 | ||||||||||||||
Class A Common Stock [Member] | Director [Member] | ||||||||||||||||
Shares returned | 3,000,000 | |||||||||||||||
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, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||||||||||||
Common stock, shares outstanding | ||||||||||||||||
Class B Common Stock [Member] | Amendment No.3 [Member] | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Capital Structure - Schedule of
Capital Structure - Schedule of Warrants Outstanding (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Nov. 30, 2017 | Mar. 31, 2017 | Feb. 03, 2017 | Oct. 01, 2015 | |
Total warrants issued | $ 1,257,737 | ||||||
Warrant [Member] | |||||||
Total warrants issued | 18,435,029 | $ 17,265,893 | $ 366,667 | $ 1,000,000 | $ 6,000,000 | $ 4,000,000 | |
Warrants term | 3 years | 5 years | |||||
Warrant expiration date | Feb. 3, 2019 | Oct. 1, 2020 | |||||
Warrant Activity | $ 6,408,156 | 4,455,268 | |||||
Warrants | 10,857,737 | ||||||
Norman Reynolds [Member] | |||||||
Warrants Issue Date | Oct. 31, 2015 | ||||||
Total warrants issued | $ 4,000,000 | 4,000,000 | |||||
Warrants term | 5 years | ||||||
Warrant expiration date | Oct. 31, 2015 | ||||||
Warrant Activity | |||||||
Warrants | 4,000,000 | ||||||
Various Shareholders [Member] | |||||||
Warrants Issue Date | Jan. 31, 2016 | ||||||
Total warrants issued | $ 1,169,136 | ||||||
Warrants term | 2 years | ||||||
Warrant expiration date | Jan. 31, 2018 | ||||||
Warrant Activity | (1,169,136) | ||||||
Warrants | |||||||
Various Shareholders One [Member] | |||||||
Warrants Issue Date | Jan. 31, 2017 | ||||||
Total warrants issued | $ 641,489 | 641,489 | |||||
Warrants term | 3 years | ||||||
Warrant expiration date | Dec. 31, 2019 | ||||||
Warrant Activity | $ (641,489) | ||||||
Warrants | |||||||
Richard Halden [Member] | |||||||
Warrants Issue Date | Feb. 28, 2017 | ||||||
Total warrants issued | $ 4,000,000 | 4,000,000 | |||||
Warrants term | 2 years | ||||||
Warrant expiration date | Feb. 28, 2019 | ||||||
Warrant Activity | $ (4,000,000) | ||||||
Warrants | |||||||
MTGHoldingsLTD [Member] | |||||||
Warrants Issue Date | Feb. 28, 2017 | ||||||
Total warrants issued | $ 1,000,000 | 1,000,000 | |||||
Warrants term | 3 years | ||||||
Warrant expiration date | Nov. 30, 2020 | ||||||
Warrant Activity | $ (1,000,000) | ||||||
Warrants | |||||||
Richard Halden One [Member] | |||||||
Warrants Issue Date | Nov. 30, 2017 | ||||||
Total warrants issued | $ 2,000,000 | 2,000,000 | |||||
Warrants term | 3 years | ||||||
Warrant expiration date | Feb. 29, 2020 | ||||||
Warrant Activity | |||||||
Warrants | 2,000,000 | ||||||
Kent Harer [Member] | |||||||
Warrants Issue Date | Jan. 31, 2018 | ||||||
Total warrants issued | $ 4,000,000 | 4,000,000 | |||||
Warrants term | 3 years | ||||||
Warrant expiration date | Jan. 31, 2021 | ||||||
Warrant Activity | 4,000,000 | ||||||
Warrants | 4,000,000 | ||||||
Mabert LLC [Member] | |||||||
Warrants Issue Date | Dec. 31, 2018 | ||||||
Total warrants issued | $ 1,624,404 | 1,624,404 | |||||
Warrants term | 15 years | ||||||
Warrant expiration date | Dec. 31, 2033 | ||||||
Warrant Activity | $ (766,667) | $ 1,624,404 | |||||
Warrants | 857,737 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 14, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Amortization of debt discount | $ 151,521 | $ 81,833 | ||
Proceeds from related parties | 51,019 | |||
OPM Green Energy LLC [Member] | ||||
Advance to related party | $ 387,847 | $ 387,847 | ||
Related party transaction, description | During the year ended December 31, 2019, the Company advanced $387,847 to 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 42.86% 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 which expects to fully recover the receivable from OPMGE as it ramps up its operations in 2020. | |||
Three Current Executives [Member] | ||||
Deferred compensation expenses | $ 1,369,389 | 1,369,389 | ||
Three Directors [Member] | ||||
Proceeds from related parties | 51,019 | |||
Ransom Jones [Member] | ||||
Proceeds from related parties | 25,000 | |||
Kent Harer [Member] | ||||
Proceeds from related parties | 25,000 | |||
Kevin Jones [Member] | ||||
Proceeds from related parties | 1,019 | |||
Amended Loan Agreement [Member] | ||||
Working capital and general corporate expenses | $ 5,000,000 | |||
Notes payable | 2,031,056 | 2,031,056 | ||
Amortization of debt discount | 107,880 | |||
Mabert LLC [Member] | ||||
Working capital and general corporate expenses | 1,500,000 | |||
Amortization of debt discount | 107,880 | $ 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] | ||||
Notes payable | $ 1,426,056 | $ 1,426,056 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Provision for income taxes | ||
Net operating loss carry forwards | 30,100,000 | |
Change in valuation allowance | 5,469,078 | $ 233,037 |
Fiscal Years Ending 2037 [Member] | ||
Net operating loss carry forwards | 23,600,000 | |
Carried Forward Indefinitely [Member] | ||
Net operating loss carry forwards | $ 6,500,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State tax, net of federal benefit | 0.00% | 0.00% |
Permanent differences and other including surtax exemption | 0.00% | 0.00% |
Valuation allowance | 21.00% | 21.00% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 22,840,100 | $ 19,598,855 |
Deferred compensation / management fees | 3,569,833 | 1,342,000 |
Total deferred tax assets | 26,409,933 | 20,940,855 |
Less valuation allowance | (26,409,933) | (20,940,855) |
Net deferred tax asset |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Mar. 03, 2020shares | Feb. 16, 2020$ / sharesshares | Oct. 19, 2019USD ($) | Oct. 02, 2019USD ($) | Sep. 26, 2019USD ($) | Aug. 01, 2019USD ($) | Jun. 01, 2019USD ($) | Dec. 20, 2018 | May 10, 2018USD ($)$ / sharesshares | Apr. 09, 2018USD ($)shares | Feb. 06, 2018USD ($)shares | Nov. 28, 2017shares | Nov. 13, 2017USD ($)Integer | Jan. 13, 2017USD ($)$ / sharesshares | Apr. 22, 2016shares | Apr. 21, 2016USD ($) | Jan. 27, 2016USD ($) | Dec. 28, 2015USD ($) | Nov. 30, 2015USD ($) | Feb. 29, 2020USD ($)$ / shares | Oct. 31, 2015USD ($)ft² | Sep. 30, 2014USD ($) | Aug. 31, 2012USD ($)Integershares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Jan. 16, 2018USD ($) |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Debt instrument, face amount | $ 144,000 | |||||||||||||||||||||||||
Accrued management fees | $ 1,301,964 | $ 2,032,102 | ||||||||||||||||||||||||
Number of shares issued, value | $ 360,000 | |||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 20, 2020 | |||||||||||||||||||||||||
Unpaid fees | $ 90,378 | |||||||||||||||||||||||||
Tonaquint Inc. [Member] | ||||||||||||||||||||||||||
Settlement of exercise of warrant option | shares | 1,600,000 | |||||||||||||||||||||||||
Hawaiian Beverages, Inc. [Member] | Mamaki Tea, Inc., [Member] | ||||||||||||||||||||||||||
Number of shares 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 | |||||||||||||||||||||||||
Restricted Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Number of shares issued during period | shares | 3,906,610 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.05 | |||||||||||||||||||||||||
Number of shares issued during period | shares | 1,000,000 | |||||||||||||||||||||||||
Number of shares issued, value | $ 50,000 | |||||||||||||||||||||||||
Minimum [Member] | Tonaquint Inc. [Member] | ||||||||||||||||||||||||||
Settlement of exercise of warrant option, value | $ 10,000 | |||||||||||||||||||||||||
Percentage of weekly traded volume | 8.00% | |||||||||||||||||||||||||
Thomas Phillips [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.10 | |||||||||||||||||||||||||
Number of shares issued during period | shares | 4,500,000 | |||||||||||||||||||||||||
RyanTurner [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.10 | |||||||||||||||||||||||||
Number of shares issued during period | shares | 2,500,000 | |||||||||||||||||||||||||
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 | $ 180,000 | |||||||||||||||||||||||
Agreement term, description | The employment agreement automatically renewed on August 12, 2018 for a successive one-year period. | |||||||||||||||||||||||||
Employment Agreement [Member] | John Olynick [Member] | ||||||||||||||||||||||||||
Accrued salary | $ 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] | ||||||||||||||||||||||||||
Accrued salary | $ 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] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Compensation cost | $ 270,000 | |||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.06 | |||||||||||||||||||||||||
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 | 4,500,000 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Employment Agreement [Member] | RyanTurner [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Compensation cost | $ 150,000 | |||||||||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.06 | |||||||||||||||||||||||||
Employment Agreement [Member] | RyanTurner [Member] | April 1, 2019 [Member] | ||||||||||||||||||||||||||
Agreement term | 12 months | |||||||||||||||||||||||||
Compensation cost | $ 80,000 | |||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||||
Number of shares to be issued | shares | 2,500,000 | |||||||||||||||||||||||||
Acquisition Agreement [Member] | Restricted Common Stock [Member] | Greenway Innovative Energy Inc. [Member] | ||||||||||||||||||||||||||
Number of shares 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 | |||||||||||||||||||||||||
Percentage of royalty on gross production sales | 2.00% | |||||||||||||||||||||||||
Settlement Agreement [Member] | Restricted Stock [Member] | Greenway Innovative Energy Inc. [Member] | Greer Family Trust [Member] | ||||||||||||||||||||||||||
Number of shares 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 | |||||||||||||||||||||||||
Separation Agreements [Member] | Richard Halden [Member] | ||||||||||||||||||||||||||
Accrued management fees | 1,301,964 | |||||||||||||||||||||||||
Separation Agreements [Member] | Randy Moseley [Member] | ||||||||||||||||||||||||||
Accrued management fees | $ 1,301,964 | |||||||||||||||||||||||||
Three-Year Consulting Agreement [Member] | Restricted Common Stock [Member] | Chisos Equity Consultants, LLC [Member] | ||||||||||||||||||||||||||
Number of shares issued during period | shares | 1,800,000 | |||||||||||||||||||||||||
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 shares 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 shares issued during period | shares | 1,000,000 | |||||||||||||||||||||||||
Prior Consulting Agreement [Member] | New Promissory Notes [Member] | ||||||||||||||||||||||||||
Loss contingency, settlement amount | $ 300,000 | 40,000 | ||||||||||||||||||||||||
Settlement amount, terms | The Company agreed to 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 $40,000 has been paid through the period ending December 31, 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 shares 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) - USD ($) | Mar. 03, 2020 | Feb. 22, 2020 | Feb. 19, 2020 | Feb. 16, 2020 | Feb. 11, 2020 | Jan. 24, 2020 | Dec. 20, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Note maturity date | Dec. 20, 2020 | ||||||||
Subsequent Event [Member] | Restricted Common Stock [Member] | |||||||||
Number of shares issued during period | 3,906,610 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||
Convertible promissory note | $ 53,000 | ||||||||
Note maturity term | 1 year | ||||||||
Note maturity date | Feb. 12, 2021 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | PowerUp Lending Group, Ltd [Member] | |||||||||
Common stock par value | $ 0.0001 | ||||||||
Cash purchase price | $ 118,000 | ||||||||
Convertible promissory note | $ 1,000,000 | ||||||||
Note maturity term | 12 months | ||||||||
Note interest rate | 10.00% | ||||||||
Debt interest rate during period | 22.00% | ||||||||
Note maturity date | Jan. 24, 2021 | ||||||||
Subsequent Event [Member] | Accredited Investor [Member] | |||||||||
Number of common stock shares sold | 600,000 | ||||||||
Common stock par value | $ 0.0001 | ||||||||
Value of common stock shares sold | $ 60,000 | ||||||||
Subsequent Event [Member] | Two Employees [Member] | |||||||||
Number of shares issued during period | 7,000,000 | ||||||||
Subsequent Event [Member] | RyanTurner [Member] | |||||||||
Common stock par value | $ 0.0001 | ||||||||
Number of shares issued during period | 2,500,000 | ||||||||
Shares issued price per share | $ 0.10 | ||||||||
Subsequent Event [Member] | Thomas Phillips [Member] | |||||||||
Common stock par value | $ 0.0001 | ||||||||
Number of shares issued during period | 4,500,000 | ||||||||
Shares issued price per share | $ 0.10 | ||||||||
Subsequent Event [Member] | Kevin Jones [Member] | Restricted Common Stock [Member] | |||||||||
Number of shares issued during period | 1,460,260 | ||||||||
Subsequent Event [Member] | Kevin Jones [Member] | Mabert LLC Loan Agreement [Member] | Warrants [Member] | |||||||||
Number of shares issued during period | 857,737 | ||||||||
Number of shares converted | 857,737 |