Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 23, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | GREENWAY TECHNOLOGIES INC | |
Entity Central Index Key | 0001572386 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 316,201,763 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash | $ 1,102 | $ 16,043 |
Prepaid expenses | 25,609 | 25,000 |
Receivable - related party, net | 387,847 | |
Total Current Assets | 26,711 | 428,890 |
Property & equipment, net | ||
Total Assets | 26,711 | 428,890 |
Current Liabilities | ||
Accounts payable | 989,936 | 1,032,680 |
Advances - related parties | 113,785 | 51,019 |
Advances - other | 20,000 | |
Accrued severance expense | 1,301,964 | 1,301,964 |
Accrued expenses | 743,655 | 641,518 |
Accrued expenses - related parties | 1,692,312 | 1,369,389 |
Accrued interest payable (includes related party interest of $450,093 at September 30, 2020) | 530,815 | 256,962 |
Notes payable and convertible notes payable (Net of debt discount of $56,607 and $0 respectively) | 204,518 | 216,667 |
Notes payable - related parties (Net of debt discount of $26,389 and $107,880 respectively) | 2,284,583 | 1,923,176 |
Derivative liability - convertible notes | 80,423 | |
Total Current Liabilities | 7,961,991 | 6,793,375 |
Long Term Liabilities | ||
Notes Payable - Southwest Capital | 525,000 | 525,000 |
Total Long Term Liabilities | 525,000 | 525,000 |
Total Liabilities | 8,486,991 | 7,318,375 |
Commitments and contingencies (Note 10) | ||
Stockholders' Deficit | ||
Additional paid-in capital | 23,799,320 | 22,710,632 |
Common stock to be issued | 24,093 | 857,227 |
Subscription Receivable - Warrants | (16,245) | (7,668) |
Accumulated deficit | (32,299,557) | (30,479,829) |
Total Stockholders' Deficit | (8,460,280) | (6,889,485) |
Total Liabilities & Stockholders' Deficit | 26,711 | 428,890 |
Class A Common Stock [Member] | ||
Stockholders' Deficit | ||
Common Class A stock 500,000,000 shares authorized, par value $0.0001, 316,201,763 and 296,648,677 outstanding at September 30, 2020 and December 31, 2019, respectively | $ 32,109 | $ 30,153 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accrued related party interest | $ 450,093 | |
Debt discount | $ 26,389 | $ 107,880 |
Common stock, shares outstanding | 316,201,763 | |
Class A Common Stock [Member] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 316,201,763 | 296,648,677 |
Notes Payable and Convertible Notes Payable [Member] | ||
Debt discount | $ 56,607 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses | ||||
General and administrative | 312,444 | 339,507 | 890,946 | 1,100,433 |
Research and development | (87,357) | 441,320 | ||
Total Expense | 312,444 | 252,150 | 890,946 | 1,541,753 |
Operating loss | (312,444) | (252,150) | (890,946) | (1,541,753) |
Other income (expenses) | ||||
Gain / (loss) on change in fair value of derivative | (14,741) | (81,975) | 53,023 | (64,899) |
Interest expense | (192,391) | (121,449) | (564,668) | (284,669) |
Gain / (loss) on Debt Settlement | 28,916 | 28,916 | ||
Convertible debt derivative expense | (33,978) | |||
Reserve for equity method investment receivable | (412,885) | (412,885) | ||
Settlement income - loan agreement | 39,220 | 39,220 | ||
Settlement income / (expense) | (95,000) | (765,000) | ||
Other Miscellaneous Income | 809 | 125 | ||
Total other income / (expense) | (591,101) | (259,204) | (928,783) | (1,075,223) |
Loss before income taxes | (903,545) | (511,354) | (1,819,729) | (2,616,976) |
Provision for income taxes | ||||
Net loss | $ (903,545) | $ (511,354) | $ (1,819,729) | $ (2,616,976) |
Net loss per share | ||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted average shares Outstanding Basic and diluted | 312,676,102 | 288,855,344 | 309,479,888 | 288,607,408 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock par value $0.0001 [Member] | Additional Paid-in Capital [Member] | Common Stock to be Issued [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 29,101 | $ 22,100,087 | $ (26,818,584) | $ (4,689,397) | ||
Balance, shares at Dec. 31, 2018 | 286,703,915 | |||||
Shares issued for cashless Warrant conversions | $ 76 | 7,591 | (7,668) | |||
Shares issued for cashless Warrant conversions, shares | 766,667 | |||||
Net loss | (598,948) | (598,948) | ||||
Balance at Mar. 31, 2019 | $ 29,177 | 22,107,678 | (7,668) | (27,417,532) | (5,288,345) | |
Balance, shares at Mar. 31, 2019 | 287,470,582 | |||||
Balance at Dec. 31, 2018 | $ 29,101 | 22,100,087 | (26,818,584) | (4,689,397) | ||
Balance, shares at Dec. 31, 2018 | 286,703,915 | |||||
Net loss | (2,616,976) | |||||
Balance at Sep. 30, 2019 | $ 30,170 | 22,862,359 | (7,668) | (29,435,460) | (6,550,699) | |
Balance, shares at Sep. 30, 2019 | 296,815,547 | |||||
Balance at Mar. 31, 2019 | $ 29,177 | 22,107,678 | (7,668) | (27,417,532) | (5,288,345) | |
Balance, shares at Mar. 31, 2019 | 287,470,582 | |||||
Adjustment for incorrectly reported shares | ||||||
Adjustment for incorrectly reported shares, shares | (581,905) | |||||
Shares issued for Promissory Note Fees | $ 110 | 54,890 | 55,000 | |||
Shares issued for Promissory Note Fees, shares | 1,100,000 | |||||
Net loss | (1,506,674) | (1,506,674) | ||||
Balance at Jun. 30, 2019 | $ 29,287 | 22,162,568 | (7,668) | (28,924,206) | (6,740,019) | |
Balance, shares at Jun. 30, 2019 | 287,988,677 | |||||
Shares issued for Loan Conversion | $ 391 | 311,984 | 312,375 | |||
Shares issued for Loan Conversion, shares | 3,906,610 | |||||
Shares issued for Promissory Note Fees | $ 117 | 88,181 | 88,298 | |||
Shares issued for Promissory Note Fees, shares | 1,170,260 | |||||
Shares issued in Legal Settlements | $ 250 | 199,750 | 200,000 | |||
Shares issued in Legal Settlements, shares | 2,500,000 | |||||
Shares issued for Private Placement | $ 125 | 99,875 | 100,000 | |||
Shares issued for Private Placement, shares | 1,250,000 | |||||
Net loss | (511,354) | (511,354) | ||||
Balance at Sep. 30, 2019 | $ 30,170 | 22,862,359 | (7,668) | (29,435,460) | (6,550,699) | |
Balance, shares at Sep. 30, 2019 | 296,815,547 | |||||
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 | |||||
Shares issued for cashless Warrant conversions | $ 86 | 8,491 | (8,577) | |||
Shares issued for cashless Warrant conversions, shares | 857,737 | |||||
Shares issued for Loan Conversion | $ 391 | 311,984 | (312,375) | |||
Shares issued for Loan Conversion, shares | 3,906,610 | |||||
Shares issued for Promissory Note Fees | $ 146 | 124,706 | (124,852) | |||
Shares issued for Promissory Note Fees, shares | 1,460,260 | |||||
Shares to be issued for Promissory Note Fees | 10,901 | 10,901 | ||||
Shares to be issued for settlement of accrued legal expenses | 31,603 | 31,603 | ||||
Shares to be issued for settlement of accrued legal expenses, shares | ||||||
Shares issued for stock-based compensation | $ 700 | 419,300 | (420,000) | |||
Shares issued for stock-based compensation, shares | 7,000,000 | |||||
Shares issued for Private Placement | $ 60 | 59,940 | 60,000 | |||
Shares issued for Private Placement, shares | 600,000 | |||||
Net loss | (562,749) | (562,749) | ||||
Balance at Mar. 31, 2020 | $ 31,536 | 23,635,053 | 42,504 | (16,245) | (31,042,578) | (7,349,730) |
Balance, shares at Mar. 31, 2020 | 310,473,284 | |||||
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 | |||||
Net loss | (1,819,729) | |||||
Balance at Sep. 30, 2020 | $ 32,109 | 23,799,320 | 24,093 | (16,245) | (32,299,557) | (8,460,280) |
Balance, shares at Sep. 30, 2020 | 316,201,763 | |||||
Balance at Mar. 31, 2020 | $ 31,536 | 23,635,053 | 42,504 | (16,245) | (31,042,578) | (7,349,730) |
Balance, shares at Mar. 31, 2020 | 310,473,284 | |||||
Shares to be issued for settlement of accrued legal expenses | $ 53 | 31,550 | (31,603) | |||
Shares to be issued for settlement of accrued legal expenses, shares | 529,711 | |||||
Shares issued for Private Placement | $ 37 | 14,963 | 15,000 | |||
Shares issued for Private Placement, shares | 375,000 | |||||
Net loss | (353,434) | (353,434) | ||||
Balance at Jun. 30, 2020 | $ 31,626 | 23,681,566 | 10,901 | (16,245) | (31,396,012) | (7,688,164) |
Balance, shares at Jun. 30, 2020 | 311,377,995 | |||||
Shares issued for Loan Conversion | $ 483 | 117,754 | 118,237 | |||
Shares issued for Loan Conversion, shares | 4,823,768 | |||||
Shares to be issued for Promissory Note Fees | 13,192 | 13,192 | ||||
Net loss | (903,545) | (903,545) | ||||
Balance at Sep. 30, 2020 | $ 32,109 | $ 23,799,320 | $ 24,093 | $ (16,245) | $ (32,299,557) | $ (8,460,280) |
Balance, shares at Sep. 30, 2020 | 316,201,763 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Deficit (Unaudited) (Parenthetical) | 3 Months Ended |
Sep. 30, 2019shares | |
Statement of Stockholders' Equity [Abstract] | |
Share not issued for promissory note fees | 1,070,260 |
Share not issued for loan conversion | 3,906,610 |
Share not issued for legal settlements | 2,500,000 |
Share not issued for private placement | 1,250,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,819,729) | $ (2,616,976) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivatives | (53,023) | 64,899 |
Amortization of debt discount | 195,874 | 93,879 |
Derivative expense | 33,978 | |
Legal settlements | 745,000 | |
Debt settlement | (28,916) | |
Gain on settlement of debt | (809) | |
Reserve for equity method investment receivable | 412,885 | |
Bad debt expense (Dynalyst) | 15,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expense | (609) | (14,612) |
Accrued expenses - related parties | 596,767 | 462,655 |
Accounts payable | 114,949 | 142,511 |
Net Cash Used in Operating Activities | (548,633) | (1,107,644) |
Cash flows from investing activities: | ||
Receivable - related parties | (25,000) | (131,120) |
Net Cash Used in Investing Activities | (25,000) | (131,120) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - related parties | 101,833 | 1,135,130 |
Proceeds from convertible notes payable | 171,000 | |
Payments on other notes payable | (50,000) | (50,000) |
Advances - other | 20,000 | |
Proceeds from sale of common stock | 75,000 | 100,000 |
Stockholder advances - related parties | 240,859 | |
Net Cash Provided by Financing Activities | 558,692 | 1,185,130 |
Net (Decrease) Increase in Cash | (14,941) | (53,634) |
Cash Beginning of Period | 16,043 | 73,210 |
Cash End of Period | 1,102 | 19,576 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid during the period for interest | 16,779 | 41,952 |
Cash Paid during the period for taxes | 952 | |
Non-Cash investing and financing activities | ||
New debt discount from convertible notes | 204,978 | |
Subscription receivables - warrants | 16,245 | 7,668 |
Shares issued for promissory note fees | 24,093 | 143,298 |
Loan conversion (fair value of shares issued: $118,237 and $312,375) | 76,542 | 183,220 |
Shares issued for legal expense | 31,603 | |
Shares issued for settlement of accrued legal settlements | 200,000 | |
Conversion of stockholder advances - related parties to Notes payable - related parties | $ 178,093 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Cash Flows [Abstract] | ||
Loan conversion fair value of shares issued | $ 118,237 | $ 312,375 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 – ORGANIZATION Nature of Operations Greenway Technologies, Inc., (“Greenway”, “GTI” or the “Company”) through its wholly owned subsidiary, Greenway Innovative Energy, Inc., is primarily engaged in the research, development and commercialization of a proprietary Gas-to-Liquids (GTL) syngas conversion system that can be economically scaled to meet individual natural gas field/resource requirements. The Company’s proprietary and patented technology has now been realized in Greenway’s recently completed first generation commercial-scale G-Reformer TM Greenway’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 a breakthrough process called Fractional Thermal Oxidation™ (“FTO”), the Company believes that its G-Reformer unit, combined with conventional and proprietary 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. To date, the Company has not raised sufficient funding to achieve the aforementioned objectives, but continues to work toward that end. The Company believes that its proprietary G-Reformer is a major innovation in gas reforming and GTL technology in general. Initial tests have demonstrated that the Company’s solution is superior to legacy technologies which are costly, have a larger footprint and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas, all markets the Company seeks to service. The new plant is expected to prove the economics of the Company’s technology and GTL processes. |
Basis of Presentation and Going
Basis of Presentation and Going Concern Uncertainties | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern Uncertainties | NOTE 2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2020. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Principles of Consolidation The accompanying unaudited consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. All significant inter-company accounts and transactions were eliminated in consolidation. The accompanying unaudited consolidated financial statements include the accounts of the following entities: Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary Greenway’s investments in unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities (“VIE”) in which the Company is not deemed to be the primary beneficiary are accounted for by the equity method. Going Concern Uncertainties The accompanying condensed unaudited consolidated financial statements to this Quarterly Report on Form 10-Q 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 September 30, 2020, we have an accumulated deficit of $32,299,557. For the nine months ended September 30, 2020, we had no revenue, generated a net loss of $1,819,729 and used cash of $548,633 for operating activities. The ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations or on the ability of the Company to 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 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, the operations of OPMGE and/or ability to obtain financing or future financial results is uncertain. The accompanying unaudited consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting policies applied in the presentation of the unaudited consolidated financial statements are as follows: Property and Equipment Property and equipment is recorded at cost. Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold, are removed from the accounts and any differences between the undepreciated amount and the proceeds from the sale or salvage value are recorded as a gain or loss on sale of equipment. Depreciation is computed using the straight-line method over the estimated useful life of the assets. Impairment of Long-Lived Assets The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with Accounting Standards Codification, ASC Topic 360, Property, Plant and Equipment Revenue Recognition The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The 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 September 30, 2020, there was no change in the investment cost of $0. At September 30, 2020, OPMGE had no material business activity as of such date. As described in Note 9, the Company maintains a Related Party receivable with OPMGE for $412,885 related to our advancing capital for certain of OPMGE’s capital expenditures that we believe are in the Company’s best interests. Due to the uncertainty of the collectability of the OPMGE receivable, the Company has fully reserved the full amount of this equity method receivable with OPMGE as of September 30, 2020. Use of Estimates The preparation of condensed unaudited 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 condensed unaudited 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, value of stock-based compensation 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. There were no cash equivalents at September 30, 2020, or December 31, 2019. Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes. 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, with no corporate tax returns filed for the years ending 2016 to 2019. Net Loss Per Share, basic and diluted Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period. As of September 30, 2020, shares issuable upon the exercise of warrants (8,000,000), shares convertible for debt (3,616,539) and shares outstanding but not yet issued (356,186) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. As of September 30, 2019, shares issuable upon the exercise of warrants (11,499,226), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (9,476,870) were also 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. Through the period ending September 30, 2020, the Company has entered into two convertible notes creating derivative liabilities. See Note 6 – 2018, 2019 and 2020 Convertible Promissory Notes. Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019: Description Level 1 Level 2 Level 3 September 30, 2020 Derivative Liabilities $ - $ - $ 80,423 December 31, 2019 Derivative Liabilities $ - $ - $ - 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 convertible notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2020, is as follows: FairValue January 1, 2020 Change in Fair Value New Notes (Gain)/loss on Settlement Conversions Fair Value September 30, 2020 Derivative Liabilities $ - $ (53,023 ) $ 204,978 $ (28,916 ) $ (42,616 ) $ 80,423 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 September 30, 2020 and December 31, 2019. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development Issuance of Common Stock The issuance of common stock for other than cash is recorded by the Company at market values based on the closing price of the stock on the date of any such grant. Impact of New Accounting Standards Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | NOTE 4 – PROPERTY, PLANT, AND EQUIPMENT Range of Lives September 30, 2020 December 31, 2019 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 4,015 4,015 Less accumulated depreciation (4,015 ) (4,015 ) $ 0 $ 0 Depreciation expense was $0 for the nine months ended September 30, 2020 and 2019. |
Term Notes Payable, Convertible
Term Notes Payable, Convertible Notes Payable and Notes Payable Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Term Notes Payable, Convertible Notes Payable and Notes Payable Related Parties | NOTE 5 – TERM NOTES PAYABLE, CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES Term notes payable, including notes payable to related parties consisted of the following at September 30, 2020 and December 31, 2019 respectively: September 30, 2020 December 31, 2019 Secured notes payable at 18% per annum related to the Mabert LLC as Agent Loan Agreement dated September 14, 2018 for up to $1,500,000, shown net of debt discount of $26,389 and $107,880 (1) $ 2,284,583 $ 1,923,176 Total notes payable related parties $ 2,284,583 $ 1,923,176 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 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 Convertible $118,000 1 Yr term note payable at 10.0% per annum dated January 24, 2020 to a lender, payable by January 24, 2021, or converts into shares of the Company’s common stock by a predetermined formula, net of unamortized debt discount of $37,113 (4) 4,345 - Convertible $53,000 1 Yr note payable at 10.0% per annum dated February 12, 2020 to a lender, payable by February 12, 2021, or it converts into shares of the Company’s common stock by a predetermined formula, net of unamortized debt discount of $19,494 (5) 33,506 - Total notes payable and convertible notes payable $ 204,518 $ 216,667 (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 $2,310,972 (excluding a debt discount of $26,389, for a net $2,284,583 book debt) through September 30, 2020. Mr. Jones, and his wife have loaned at total of $2,406,324 from inception through September 30, 2020. The Mabert loan facility is fully secured, including a Security Agreement executed between the Company and Mabert, and a UCC-1 filed 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. During the period ended September 30, 2020, no shares of Common Stock were issued to Mabert, as compared to the Company having issued 1,170,260 shares pursuant to the issuance of certain notes in the period ending September 30, 2019. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $9,488 and $140,038 for the periods ended September 30, 2020 and 2019, respectively; 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. On March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $101,833, at 18% interest per annum. As a cost of the note, the Company agreed to issue 203,646 shares of its Common Stock at a market price of $0.06 per share for a total debt discount of $10,901, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $128,093, at 18% interest per annum. As a cost of the note, the Company agreed to issue 256,186 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $9,488, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $25,000, at 10% interest per annum. As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $25,000, at 10% interest per annum. As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions. Each of the individual Promissory Notes have one-year terms and are automatically renewable, unless an individual lender under the Loan Agreement notifies the agent 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 through the period ended September 2020. (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 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 had a maturity date of March 1, 2020 and provided for four equal payments of principal through such date, plus accrued interest at 10% upon maturity. The Company made all required payments thereby extinguishing such Promissory Note as of period ended March 31, 2020. See Note 10 – Legal Matters. (3) On December 20, 2017, the Company issued a convertible promissory note for $166,667, payable December 20, 2019. 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 – 2018, 2019 and 2020 Convertible Promissory Notes. (4) 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 one year Convertible Promissory Note, dated January 24, 2020, payable with interest of ten percent (10%) per annum, by and between the Company and PowerUp (the “Note”), in exchange for a cash purchase price of $118,000. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company does not pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. At inception of the loan, the Company fully discounted the note in the amount of $118,000. As of September 30, 2020, PowerUp had converted $77,672 of note principal into 4,823,768 shares of the Company’s common stock. See Note 6 – 2018, 2019 and 2020 Convertible Promissory Notes. (5) On February 12, 2020, the Company entered into a second Purchase Agreement with PowerUp under substantially similar terms and conditions, whereby the Company sold a one-year Convertible Promissory Note, dated February 12, 2020, payable with interest of ten percent (10%) per annum, in exchange for cash of $53,000. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company does not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. As of September 30, 2020, PowerUp had converted none of the principal into the Company’s common stock. See Note 6 – 2018, 2019 and 2020 Convertible Promissory Notes. |
2018, 2019 and 2020 Convertible
2018, 2019 and 2020 Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
2018, 2019 and 2020 Convertible Promissory Notes | NOTE 6 – 2018, 2019 and 2020 CONVERTIBLE PROMISSORY NOTES The Company issued a $166,667 convertible promissory note bearing interest at 4.50% per annum to a company, Tunstall Canyon Group, LLC, payable in two installments of $86,667 on December 20, 2018 and $80,000, plus accrued interest on December 20, 2019. Per the terms of the promissory note, 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 first $86,667 payment and 1,000,000 shares for the second $80,000 installment payment, respectively). As of December 20, 2018, a material event of default occurred for breach of payment of the interest then due, with such default continuing thought the date of this report. The holder of the note has the right to convert at any time and has indicated that it might convert under settlement discussions with the principal, Richard Halden, unrelated to this convertible note. See also Note 10 – Legal Matters. 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. On September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd. (“ Southwest Southwest Capital Funding, Ltd. v. Mamaki Tea, Inc., et. al rd On January 24, 2020, the Company entered into a Purchase Agreement and Convertible Promissory Note credit facility whereby at the Company’s request, and depending on certain market factors at the time of each request, PowerUp agreed to provide up to $1,000,000 to the Company under the same and substantially similar terms for each requested Note over a twelve-month period, subject to stock price and trading attributes at the time of such request. During the period ended September 30, 2020, the Company entered two Convertible Promissory Notes, for total proceeds of $171,000. See Note 5 – Term Notes Payable, Convertible Notes Payable and Notes Payable Related Parties. The Purchase Agreement contains customary representations and warranties, covenants, and conditions to closing. Material terms of the notes (“Notes”) include the following provisions: ● The unpaid principal balance of the Notes shall bear interest at the rate of 10% per year; ● Any amount of principal or interest due under the Notes 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; ● PowerUp may elect to convert all or any part of the outstanding and unpaid amount of the Notes into shares of common stock, par value $0.0001 per share, at a 35% discount to various market prices after an initial Company option period, from time to time, during the period that is 180 days following the issue date of the Notes; ● The Company must reserve up to five times the number of shares of common stock that would be issuable upon full conversion of the Notes, and instruct the Company’s transfer agent, Transfer Online, Inc., to that effect; ● The Company may prepay the Notes, but must pay a prepayment percentage to PowerUp depending on the time that the Notes are prepaid; ● So long as the Notes remain 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 Notes including, but not limited to: (a) the Company’s breach of a material term of an individual Note or Purchase Agreement; (b) the Company’s failure to pay the amount of principal or interest due to PowerUp under the Notes 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 January 24, 2020, the Company entered into its first Purchase Agreement with PowerUp, whereby PowerUp purchased, and the Company sold, a one-year Convertible Promissory Note under the terms as described above, dated January 24, 2020, in exchange for cash of $118,000. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. 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 $118,000 based on the difference between the fair value of the 2,017,094 convertible shares at the valuation date and the $118,000 note value. The discount related to the beneficial conversion feature will be amortized over the term of the debt. The derivative value related to the beneficial conversion feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree September 30, 2020 Commitment Date Expected dividends 0 % 0 % Expected annual volatility 198 % 184.1 % Expected term: conversion feature 6 months 1 year Risk free interest rate .16 % 1.51 % On February 12, 2020, the Company executed a second Purchase Agreement and Convertible Promissory Note for an additional $53,000 cash, under substantially similar terms described above, incorporating a new issue date for a one-year term maturing on February 12, 2021. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company elects not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. See Note 5 – Term Notes Payable, Convertible Notes Payable and Notes Payable Related Parties. 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 $53,000 based on the difference between the fair value of the 905,983 convertible shares at the valuation date and the $53,000 note value. The discount related to the beneficial conversion feature will be amortized over the term of the debt. The derivative value related to the beneficial conversion feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree September 30, 2020 Commitment Date Expected dividends 0 % 0 % Expected annual volatility 186 % 182.9 % Expected term: conversion feature 7 months 1 year Risk free interest rate .16 % 1.54 % In accordance with the terms of the PowerUp Purchase Agreement, the Company reserved 38,876,716 shares of its Common Stock upon execution of the PowerUp Note Agreements in January and February, 2020. As of September 30, 2020, 38,876,716 shares are still being held in reserve by the Company’s transfer agent. The foregoing descriptions of the Purchase Agreement and Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreements and the Notes. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 7 – ACCRUED EXPENSES Accrued expenses consisted of the following at for the periods ended: September 30, 2020 December 31, 2019 Accrued consulting fees and expenses $ 743,655 $ 641,518 Total accrued expenses $ 743,655 $ 641,518 |
Capital Structure
Capital Structure | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Capital Structure | NOTE 8 – CAPITAL STRUCTURE At the Company’s Special Shareholders Meeting held in December 2019, a number of proposals were presented and passed by the Company’s shareholders, including Proposal 1 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 to change the name of the Company’s Class A Shares from “Class A” to “common stock” (“common stock” or “Common Stock”),with the same $0.0001 par value per share, designations, powers, privileges, rights, qualifications, limitations, and restrictions as the former Class A Shares, and Proposal 3 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 now 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 September 30, 2020, there were 316,201,763 total shares of Common Stock outstanding. During the three-months ended September 30, 2020, the Company issued 4,823,768 shares of Rule 144 restricted Common Stock as the result of a lender’s conversion of a portion of note principal (see Note 6) at an average price of $0.02 per share. During the three-months ended June 30, 2020, the Company: issued 904,711 shares of Rule 144 restricted Common Stock, including 375,000 shares issued in a private placement to an accredited investor, at $0.04 per share, and 529,711 shares at an average of $0.06 per share for the settlement of legal expenses which were previously accrued pursuant to agreements with two prior law firms. During the three-months ended March 31, 2020, the Company: issued 13,824,607 shares of Rule 144 restricted Common Stock, including 600,000 shares issued in a private placement to an accredited investor, at $0.10 per share, 3,906,610 for the conversion of a prior loan at $0.047 per shares, 1,460,260 shares for costs related to the issuance of promissory notes at an average $0.085 per share and 857,737 shares at $0.01 per share from convertible warrants conversions. Shares to be issued are for the settlement of legal expenses which were accrued pursuant to agreements with two prior law firms. At September 30, 2019, there were 296,815,547 shares of class A common stock issued and outstanding, including 9,126,870 shares not issued in the prior period. During the three-months ended September 30, 2019, the Company: issued a net new 8,826,870 shares of restricted class A common stock, including 3,906,610 shares for a loan conversion at $0.047 per share (see Note 5 herein above), and to: three (3) individuals at a total 1,170,260 shares for $88,298 in loan origination fees; one (1) individual in a private placement of 1,250,000 shares at $0.08 per share and 2,500,000 shares valued at $200,000 to two (2) business entities related to legal settlements. During the three-months ended June 30, 2019, the Company: issued 1,100,000 shares of restricted class A common stock to 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 costs related to the issuance of promissory notes of 366,667, 200,000 and 200,000 shares respectively, priced at $0.01/converted share. Class B Stock At September 30, 2020, there were no Class B shares, as such shares were terminated in December 2019. For the same period ending September 30, 2019, there were no shares of Class B stock issued and outstanding. Stock options, warrants and other rights As of September 30, 2020, and 2019 respectively, the Company has not adopted and does not have an employee stock option plan. As of September 30, 2020, the Company had total warrants issued and outstanding of 8,000,000. These warrants have remaining expiration periods of less than one year, including 4,000,000 warrants in favor of Reynolds expiring in October 2020, and 4,000,000 warrants in favor of Harer expiring in January 2021. The weighted average exercise price of these remaining warrants is $.175, with remaining terms of less than a year. At the year ended December 2019, the Company had 10,857,737 warrants outstanding, of which 2,000,000 expired in February 2020, and 857,737 were converted into restricted common stock in the period ended March 2020. The original warrants were issued for loan costs related to Mabert loans made in December 2018. The Company recorded a debt discount of $68,619 at the issuance of the loan, such amount fully amortized through December 2019, and recorded a subscription receivable of $8,577 for the cost to the shareholder of the warrant at conversion. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020, a total of $2,310,972 (excluding debt discount of $26,389) has been loaned to the Company by six shareholders, including Mr. Jones. See Note 5 Through Mabert, Mr. Jones along with his wife and his company have loaned $1,655,972, 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 period ended September 30, 2020, the Company accrued expenses for related parties of $1,692,312, accounting for total deferred compensation expenses among the 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, with the Company’s Chief Financial Officer having the express authority to determine what constitutes cash sufficiency from time-to-time. Through the period ended September 30, 2020, the Company received $113,785 in cash and payment advances from four directors, Michael Wykrent, Ransom Jones, Kent Harer and Kevin Jones, a greater than 5% shareholder, in the amounts of $10,000, $3,433, $5,000 and $95,352 respectively, which have been accrued as “Advances - related parties” for the period. Through the period ended September 30, 2020, the Company made advances to an affiliate, OPMGE, of $412,885, including $25,000 during the first three months of 2020. As reported previously, the Company owns a non-consolidating 42.86% interest in the OPMGE GTL plant located in Wharton, Texas. In the event of default, the Company holds a second lien against the assets of OPMGE. The amount advanced was booked as a related party receivable by the Company. Given the uncertainty of the collectability of this receivable, the Company has fully reserved the full amount of this equity method receivable with OPMGE as of September 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS and CONTINGENCIES Employment Agreements In August 2012, the Company entered into an employment agreement with our chairman of the board, Ray Wright, also president of Greenway Innovative Energy, Inc., for a term of five years with compensation of $90,000 per year. In September 2014, Wright’s employment agreement was amended to increase such annual pay to $180,000. By its terms, the employment agreement automatically renews each year for successive one-year periods, unless otherwise earlier terminated. During the three-months ended September 30, 2020, the Company paid and/or accrued a total of $45,000 for the period 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 $35,000 per year, such amounts having been accrued for the agreement period ended September 2020. 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 having vested immediately. Mr. Jones is also entitled to participate in the Company’s benefit plans when such plans exist. Effective April 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 twelve (12) months with compensation of $120,000 per year. By his Agreement, 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 was expensed as of the effective date of the agreement. Such stock-based compensation shares were 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 as of the effective date of the agreement. Such stock-based compensation shares were 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 The August 2012 acquisition agreement with Greenway Innovative Energy, Inc. (“GIE”) also provided for the Company 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 2019, 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 this Note 10 – Legal Matters below 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 10 – Legal Matters. 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 not meet the requirements for recording a right of use asset or liability under ASC-842 given that they were short term leases. Greenway rents approximately 600 square feet of office space at 1521 North Cooper St., Suite 205, Arlington, Texas 76011, at a rate of $949 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 $11,880 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 contain a 10% royalty burden 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. On April 22, 2016, Greenway Technologies filed suit under Cause No. DC-16-004718, in the 193rd District Court, Dallas County, Texas against Mamaki of Hawaii, Inc. (“Mamaki”), Hawaiian Beverages, Inc.(“HBI”), Curtis Borman and Lee Jenison for breach of a Stock Purchase Agreement dated October 29, 2015, wherein the Company sold its shares in Mamaki to HBI for $700,000 (along with the assumption of certain debt). The Company maintained its guaranty on the original loan as a component of the sale transaction. The Defendants failed to make payments of $150,000 each on November 30, 2015, December 28, 2015 and January 27, 2016. On January 13, 2017, the parties executed a Settlement and Mutual Release Agreement (Agreement). However, the Defendants again defaulted in their payment obligations under this new Agreement. Curtis Borman and Lee Jennison were co-guarantors of the obligations of Mamaki and HBI. To secure their guaranties, each of Curtis Borman and Lee Jennsion posted 1,241,500 and 1,000,000 shares, respectively, of the Company. Under the Agreement, the shares were valued at $.20. Due to the default under the Agreement, these shares were later returned to the Company’s treasury shares. Curtis Borman subsequently filed for bankruptcy and the property was liquidated for $600,000, and proceeds were applied against the prior loan amount, leaving a remaining guaranteed loan payment balance of approximately $700,000, including accrued interest and legal fees. On September 26, 2019, we entered into a Settlement Agreement with Southwest, providing 1,000,000 shares of Common Stock subject to standard Rule 144 restrictions, and a three (3) year term Promissory Note for $525,000 to settle all claims (recorded in Long Term Liabilities). 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. Through a mediated settlement, the Company’s agreed to a Rule 11 Agreement, providing the Company execute a new promissory note to replace the prior Promissory Note with new payment provisions, among other requirements, and further stipulating that the parties would enter into a form of mutually settlement agreement. The Company performed in all regards under the Rule 11 Agreement, Wildcat (Gleason) signed the mutually agreed Compromise Settlement and Release Agreement on February 4, 2020, and all litigation among the parties 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 $90,377. 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 | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11-SUBSEQUENT EVENTS Through the period ended November 23, 2020, we received $95,352 in cash and payment advances from Kevin Jones, a director and greater than 5% shareholder. Such advances and any further advances received will be accrued as “Advances - related parties” in the period received. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020, there was no change in the investment cost of $0. At September 30, 2020, OPMGE had no material business activity as of such date. As described in Note 9, the Company maintains a Related Party receivable with OPMGE for $412,885 related to our advancing capital for certain of OPMGE’s capital expenditures that we believe are in the Company’s best interests. Due to the uncertainty of the collectability of the OPMGE receivable, the Company has fully reserved the full amount of this equity method receivable with OPMGE as of September 30, 2020. |
Use of Estimates | Use of Estimates The preparation of condensed unaudited 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 condensed unaudited 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, value of stock-based compensation 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. There were no cash equivalents at September 30, 2020, or December 31, 2019. Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized. The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes. 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, with no corporate tax returns filed for the years ending 2016 to 2019. |
Net Loss Per Share, Basic and Diluted | Net Loss Per Share, basic and diluted Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares issued and outstanding for the period. As of September 30, 2020, shares issuable upon the exercise of warrants (8,000,000), shares convertible for debt (3,616,539) and shares outstanding but not yet issued (356,186) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. As of September 30, 2019, shares issuable upon the exercise of warrants (11,499,226), shares convertible for debt (2,083,333) and shares outstanding but not yet issued (9,476,870) were also 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. Through the period ending September 30, 2020, the Company has entered into two convertible notes creating derivative liabilities. See Note 6 – 2018, 2019 and 2020 Convertible Promissory Notes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019: Description Level 1 Level 2 Level 3 September 30, 2020 Derivative Liabilities $ - $ - $ 80,423 December 31, 2019 Derivative Liabilities $ - $ - $ - 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 convertible notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2020, is as follows: FairValue January 1, 2020 Change in Fair Value New Notes (Gain)/loss on Settlement Conversions Fair Value September 30, 2020 Derivative Liabilities $ - $ (53,023 ) $ 204,978 $ (28,916 ) $ (42,616 ) $ 80,423 |
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 September 30, 2020 and December 31, 2019. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development |
Issuance of Common Stock | Issuance of Common Stock The issuance of common stock for other than cash is recorded by the Company at market values based on the closing price of the stock on the date of any such grant. |
Impact of New Accounting Standards | Impact of New Accounting Standards Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern Uncertainties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiaries | The accompanying unaudited consolidated financial statements include the accounts of the following entities: Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Company's Assets and Liabilities by Level Measured at Fair Value on a Recurring Basis | The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 2020 and December 31, 2019: Description Level 1 Level 2 Level 3 September 30, 2020 Derivative Liabilities $ - $ - $ 80,423 December 31, 2019 Derivative Liabilities $ - $ - $ - |
Schedule of Change in Notes Payable at Fair Value | The change in the convertible notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2020, is as follows: FairValue January 1, 2020 Change in Fair Value New Notes (Gain)/loss on Settlement Conversions Fair Value September 30, 2020 Derivative Liabilities $ - $ (53,023 ) $ 204,978 $ (28,916 ) $ (42,616 ) $ 80,423 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Range of Lives September 30, 2020 December 31, 2019 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, Convertib_2
Term Notes Payable, Convertible Notes Payable and Notes Payable Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Term notes payable, including notes payable to related parties consisted of the following at September 30, 2020 and December 31, 2019 respectively: September 30, 2020 December 31, 2019 Secured notes payable at 18% per annum related to the Mabert LLC as Agent Loan Agreement dated September 14, 2018 for up to $1,500,000, shown net of debt discount of $26,389 and $107,880 (1) $ 2,284,583 $ 1,923,176 Total notes payable related parties $ 2,284,583 $ 1,923,176 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 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 Convertible $118,000 1 Yr term note payable at 10.0% per annum dated January 24, 2020 to a lender, payable by January 24, 2021, or converts into shares of the Company’s common stock by a predetermined formula, net of unamortized debt discount of $37,113 (4) 4,345 - Convertible $53,000 1 Yr note payable at 10.0% per annum dated February 12, 2020 to a lender, payable by February 12, 2021, or it converts into shares of the Company’s common stock by a predetermined formula, net of unamortized debt discount of $19,494 (5) 33,506 - Total notes payable and convertible notes payable $ 204,518 $ 216,667 (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 $2,310,972 (excluding a debt discount of $26,389, for a net $2,284,583 book debt) through September 30, 2020. Mr. Jones, and his wife have loaned at total of $2,406,324 from inception through September 30, 2020. The Mabert loan facility is fully secured, including a Security Agreement executed between the Company and Mabert, and a UCC-1 filed 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. During the period ended September 30, 2020, no shares of Common Stock were issued to Mabert, as compared to the Company having issued 1,170,260 shares pursuant to the issuance of certain notes in the period ending September 30, 2019. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $9,488 and $140,038 for the periods ended September 30, 2020 and 2019, respectively; 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. On March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $101,833, at 18% interest per annum. As a cost of the note, the Company agreed to issue 203,646 shares of its Common Stock at a market price of $0.06 per share for a total debt discount of $10,901, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $128,093, at 18% interest per annum. As a cost of the note, the Company agreed to issue 256,186 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $9,488, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $25,000, at 10% interest per annum. As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $25,000, at 10% interest per annum. As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions. Each of the individual Promissory Notes have one-year terms and are automatically renewable, unless an individual lender under the Loan Agreement notifies the agent 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 through the period ended September 2020. (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 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 had a maturity date of March 1, 2020 and provided for four equal payments of principal through such date, plus accrued interest at 10% upon maturity. The Company made all required payments thereby extinguishing such Promissory Note as of period ended March 31, 2020. See Note 10 – Legal Matters. (3) On December 20, 2017, the Company issued a convertible promissory note for $166,667, payable December 20, 2019. 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 – 2018, 2019 and 2020 Convertible Promissory Notes. (4) 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 one year Convertible Promissory Note, dated January 24, 2020, payable with interest of ten percent (10%) per annum, by and between the Company and PowerUp (the “Note”), in exchange for a cash purchase price of $118,000. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company does not pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. At inception of the loan, the Company fully discounted the note in the amount of $118,000. As of September 30, 2020, PowerUp had converted $77,672 of note principal into 4,823,768 shares of the Company’s common stock. See Note 6 – 2018, 2019 and 2020 Convertible Promissory Notes. (5) On February 12, 2020, the Company entered into a second Purchase Agreement with PowerUp under substantially similar terms and conditions, whereby the Company sold a one-year Convertible Promissory Note, dated February 12, 2020, payable with interest of ten percent (10%) per annum, in exchange for cash of $53,000. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company does not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. As of September 30, 2020, PowerUp had converted none of the principal into the Company’s common stock. See Note 6 – 2018, 2019 and 2020 Convertible Promissory Notes. |
2018, 2019 and 2020 Convertib_2
2018, 2019 and 2020 Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Assumptions Used Under Black-scholes Model | The derivative liability for this note at its January 24, 2020 inception (“Commitment Date”) was $130,506 and for the period ending September 30, 2020 was $34,761, calculated as shown below. September 30, 2020 Commitment Date Expected dividends 0 % 0 % Expected annual volatility 198 % 184.1 % Expected term: conversion feature 6 months 1 year Risk free interest rate .16 % 1.51 % The derivative value related to the beneficial conversion feature on the note was determined using the Cox, Ross & Rubinstein Binomial Tree September 30, 2020 Commitment Date Expected dividends 0 % 0 % Expected annual volatility 186 % 182.9 % Expected term: conversion feature 7 months 1 year Risk free interest rate .16 % 1.54 % |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at for the periods ended: September 30, 2020 December 31, 2019 Accrued consulting fees and expenses $ 743,655 $ 641,518 Total accrued expenses $ 743,655 $ 641,518 |
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. To date, the Company has not raised sufficient funding to achieve the aforementioned objectives, but continues to work toward that end. |
Basis of Presentation and Goi_3
Basis of Presentation and Going Concern Uncertainties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | $ (32,299,557) | $ (32,299,557) | $ (30,479,829) | ||||||
Net loss | $ (903,545) | $ (353,434) | $ (562,749) | $ (511,354) | $ (1,506,674) | $ (598,948) | (1,819,729) | $ (2,616,976) | |
Cash used for operating activities | $ (548,633) | $ (1,107,644) |
Basis of Presentation and Goi_4
Basis of Presentation and Going Concern Uncertainties - Schedule of Subsidiaries (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Greenway Technologies, Inc [Member] | |
Ownership percentage | |
State of incorporation | Texas |
Relationship | Parent |
Universal Media Corporation [Member] | |
Ownership percentage | 100.00% |
State of incorporation | Wyoming |
Relationship | Subsidiary |
Greenway Innovative Energy, Inc. ("GIE") [Member] | |
Ownership percentage | 100.00% |
State of incorporation | Nevada |
Relationship | Subsidiary |
Logistix Technology Systems, Inc. [Member] | |
Ownership percentage | 100.00% |
State of incorporation | Texas |
Relationship | Subsidiary |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 29, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Cash equivalents | ||||||
Stock options outstanding | ||||||
Fdic insurance amount | $ 250,000 | $ 250,000 | ||||
Deposit asset | ||||||
Research and development expenses | $ (87,357) | $ 441,320 | ||||
Warrant [Member] | ||||||
Antidilutive securities | 8,000,000 | 11,499,226 | ||||
Shares Convertible for Debt [Member] | ||||||
Antidilutive securities | 3,616,539 | 2,083,333 | ||||
Shares Outstanding But Not Yet Issued [Member] | ||||||
Antidilutive securities | 356,186 | 9,476,870 | ||||
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 September 30, 2020, there was no change in the investment cost of $0. | |||||
Equity investment cost | 0 | $ 0 | ||||
Equity investment related Party receivable | $ 412,885 | $ 412,885 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Company's Assets and Liabilities by Level Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair value derivative liabilities | $ 80,423 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Change in Notes Payable at Fair Value (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accounting Policies [Abstract] | ||||
Derivative liabilities, beginning balance | ||||
Change in Fair Value | (53,023) | |||
New Convertible Notes | 204,978 | |||
Gain/(loss) on Settlement | $ (28,916) | (28,916) | ||
Conversions | (42,616) | |||
Derivative liabilities, ending balance | $ 80,423 | $ 80,423 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 0 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
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, Convertib_3
Term Notes Payable, Convertible Notes Payable and Notes Payable Related Parties - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | ||
Total notes payable related parties | $ 2,284,583 | $ 1,923,176 | ||
Total notes payable and convertible notes payable | 204,518 | 216,667 | ||
Secured Notes Payable [Member] | ||||
Total notes payable related parties | [1] | 2,284,583 | 1,923,176 | |
Unsecured Note Payable [Member] | ||||
Total notes payable and convertible notes payable | [2] | 166,667 | 166,667 | |
Unsecured Note Payable One [Member] | ||||
Total notes payable and convertible notes payable | [3] | 50,000 | ||
Convertible Note Payable [Member] | ||||
Total notes payable and convertible notes payable | 4,345 | [4] | ||
Convertible Note Payable [Member] | ||||
Total notes payable and convertible notes payable | $ 33,506 | [5] | ||
[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 $2,310,972 (excluding a debt discount of $26,389, for a net $2,284,583 book debt) through September 30, 2020. Mr. Jones, and his wife have loaned at total of $2,406,324 from inception through September 30, 2020. The Mabert loan facility is fully secured, including a Security Agreement executed between the Company and Mabert, and a UCC-1 filed 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. During the period ended September 30, 2020, no shares of Common Stock were issued to Mabert, as compared to the Company having issued 1,170,260 shares pursuant to the issuance of certain notes in the period ending September 30, 2019. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $9,488 and $140,038 for the periods ended September 30, 2020 and 2019, respectively; 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. On March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $101,833, at 18% interest per annum. As a cost of the note, the Company agreed to issue 203,646 shares of its Common Stock at a market price of $0.06 per share for a total debt discount of $10,901, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $128,093, at 18% interest per annum. As a cost of the note, the Company agreed to issue 256,186 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $9,488, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $25,000, at 10% interest per annum. As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions. On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $25,000, at 10% interest per annum. As a cost of the note, the Company agreed to issue 50,000 shares of its Common Stock at a market price of $0.04 per share for a total debt discount of $1,852, subject to standard Rule 144 restrictions. Each of the individual Promissory Notes have one-year terms and are automatically renewable, unless an individual lender under the Loan Agreement notifies the agent 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 through the period ended September 2020. | |||
[2] | On December 20, 2017, the Company issued a convertible promissory note for $166,667, payable December 20, 2019. 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 - 2018, 2019 and 2020 Convertible Promissory Notes. | |||
[3] | 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 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 had a maturity date of March 1, 2020 and provided for four equal payments of principal through such date, plus accrued interest at 10% upon maturity. The Company made all required payments thereby extinguishing such Promissory Note as of period ended March 31, 2020. See Note 10 - Legal Matters. | |||
[4] | 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 one year Convertible Promissory Note, dated January 24, 2020, payable with interest of ten percent (10%) per annum, by and between the Company and PowerUp (the "Note"), in exchange for a cash purchase price of $118,000. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company does not pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. At inception of the loan, the Company fully discounted the note in the amount of $118,000. As of September 30, 2020, PowerUp had converted $77,672 of note principal into 4,823,768 shares of the Company's common stock. See Note 6 - 2018, 2019 and 2020 Convertible Promissory Notes. | |||
[5] | On February 12, 2020, the Company entered into a second Purchase Agreement with PowerUp under substantially similar terms and conditions, whereby the Company sold a one-year Convertible Promissory Note, dated February 12, 2020, payable with interest of ten percent (10%) per annum, in exchange for cash of $53,000. The Note requires the Company to hold certain amounts of its common stock in reserve in the event that the Company does not to pay the balance within the prescribed term and/or PowerUp elects to convert such Note to common stock after six months from inception, with any remaining balance due at term. As of September 30, 2020, PowerUp had converted none of the principal into the Company's common stock. See Note 6 - 2018, 2019 and 2020 Convertible Promissory Notes. |
Term Notes Payable, Convertib_4
Term Notes Payable, Convertible Notes Payable and Notes Payable Related Parties - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Jul. 02, 2020 | Feb. 12, 2020 | Jan. 24, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Aug. 04, 2019 | Jun. 10, 2019 | May 31, 2019 | Apr. 30, 2019 | Dec. 20, 2018 | Sep. 14, 2018 | Nov. 13, 2017 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 20, 2019 |
Debt discount | $ 107,880 | $ 26,389 | $ 107,880 | $ 26,389 | ||||||||||||||||
Due to related party | 240,859 | |||||||||||||||||||
Amortization of debt discount | 195,874 | 93,879 | ||||||||||||||||||
Convertible promissory note | $ 166,667 | |||||||||||||||||||
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. | |||||||||||||||||||
Converted debt principle amount | $ 118,237 | $ 312,375 | ||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||
Payments of debt | $ 100,000 | |||||||||||||||||||
Additional interest amount | $ 10,000 | |||||||||||||||||||
Debt description | 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 had a maturity date of March 1, 2020 and provided for four equal payments of principal through such date, plus accrued interest at 10% upon maturity. | |||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||
Number of shares issued during period | 1,000,000 | |||||||||||||||||||
Shares issued price per share | $ 0.05 | $ 0.05 | ||||||||||||||||||
Common Stock par value $0.0001 [Member] | ||||||||||||||||||||
Number of shares issued during period | 375,000 | 600,000 | 1,250,000 | |||||||||||||||||
Shares issued price per share | $ 0.02 | $ 0.02 | ||||||||||||||||||
Amended Loan Agreement [Member] | ||||||||||||||||||||
Working capital and general corporate expenses | $ 5,000,000 | |||||||||||||||||||
Amortization of debt discount | $ 26,389 | |||||||||||||||||||
Securities Purchase Agreement [Member] | PowerUp Lending Group, Ltd [Member] | ||||||||||||||||||||
Debt, interest rate | 10.00% | |||||||||||||||||||
Debt discount | $ 118,000 | |||||||||||||||||||
Cash purchase price | $ 118,000 | |||||||||||||||||||
Second Purchase Agreement [Member] | PowerUp Lending Group, Ltd [Member] | ||||||||||||||||||||
Debt, interest rate | 10.00% | |||||||||||||||||||
Repayment of notes payable | $ 53,000 | |||||||||||||||||||
Mabert LLC [Member] | ||||||||||||||||||||
Working capital and general corporate expenses | $ 1,500,000 | |||||||||||||||||||
Warrants exercise price per share | $ 0.01 | |||||||||||||||||||
Warrants exercise price description | 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. | |||||||||||||||||||
Warrants issued | 1,170,260 | 1,170,260 | 1,170,260 | |||||||||||||||||
Amortization of debt discount | $ 9,488 | $ 140,038 | ||||||||||||||||||
Mabert LLC [Member] | Common Stock par value $0.0001 [Member] | ||||||||||||||||||||
Number of shares issued during period | ||||||||||||||||||||
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 | $ 26,389 | $ 26,389 | ||||||||||||||||||
Due to related party | 2,310,972 | |||||||||||||||||||
Debt instrument face amount | $ 2,284,583 | 2,284,583 | ||||||||||||||||||
Mr Jones and His Wife [Member] | ||||||||||||||||||||
Due to related party | $ 2,406,324 | |||||||||||||||||||
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% | 18.00% | 18.00% | |||||||||||||||||
Debt instrument face amount | $ 505,130 | $ 505,130 | $ 505,130 | |||||||||||||||||
Kevin Jones A Director and Shareholder [Member] | Class A Common Stock [Member] | ||||||||||||||||||||
Debt discount | $ 77,054 | $ 77,054 | $ 77,054 | |||||||||||||||||
Number of shares issued during period | 1,010,260 | |||||||||||||||||||
Shares issued price per share | $ 0.076 | $ 0.076 | $ 0.076 | |||||||||||||||||
Director and Shareholder [Member] | ||||||||||||||||||||
Debt, interest rate | 18.00% | 18.00% | 18.00% | 18.00% | ||||||||||||||||
Debt instrument face amount | $ 167,058 | $ 101,833 | $ 167,058 | $ 101,833 | ||||||||||||||||
Director and Shareholder [Member] | Common Stock par value $0.0001 [Member] | ||||||||||||||||||||
Debt discount | $ 25,483 | $ 10,901 | $ 25,483 | $ 10,901 | ||||||||||||||||
Number of shares issued during period | 334,116 | 203,646 | ||||||||||||||||||
Shares issued price per share | $ 0.076 | $ 0.06 | $ 0.076 | $ 0.06 | ||||||||||||||||
Kevin Jones [Member] | Common Stock par value $0.0001 [Member] | ||||||||||||||||||||
Debt, interest rate | 18.00% | |||||||||||||||||||
Debt discount | $ 9,488 | |||||||||||||||||||
Debt instrument face amount | $ 128,093 | |||||||||||||||||||
Number of shares issued during period | 256,186 | |||||||||||||||||||
Shares issued price per share | $ 0.04 | |||||||||||||||||||
Kevin Jones [Member] | Common Stock par value $0.0001 [Member] | ||||||||||||||||||||
Debt, interest rate | 10.00% | |||||||||||||||||||
Debt discount | $ 1,852 | |||||||||||||||||||
Debt instrument face amount | $ 25,000 | |||||||||||||||||||
Number of shares issued during period | 50,000 | |||||||||||||||||||
Shares issued price per share | $ 0.04 | |||||||||||||||||||
Kent Harer [Member] | Common Stock par value $0.0001 [Member] | ||||||||||||||||||||
Debt, interest rate | 10.00% | |||||||||||||||||||
Debt discount | $ 1,852 | |||||||||||||||||||
Debt instrument face amount | $ 25,000 | |||||||||||||||||||
Number of shares issued during period | 50,000 | |||||||||||||||||||
Shares issued price per share | $ 0.04 | |||||||||||||||||||
PowerUp [Member] | ||||||||||||||||||||
Converted debt principle amount | $ 77,672 | |||||||||||||||||||
Shares issued upon debt conversion | 4,823,768 | |||||||||||||||||||
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 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Debt discount | $ 107,880 | $ 26,389 | $ 107,880 | $ 26,389 | ||||||||||||||||
Unsecured Note Payable [Member] | ||||||||||||||||||||
Debt, interest rate | 4.50% | 4.50% | 4.50% | 4.50% | ||||||||||||||||
Debt issuance date | Dec. 28, 2017 | Dec. 28, 2017 | ||||||||||||||||||
Debt maturity date | Jan. 8, 2018 | Jan. 8, 2018 | ||||||||||||||||||
Unsecured Note Payable One [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 | ||||||||||||||||||
Convertible Note Payable [Member] | ||||||||||||||||||||
Debt, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Debt issuance date | Jan. 24, 2020 | Jan. 24, 2020 | ||||||||||||||||||
Debt discount | $ 37,113 | $ 37,113 | $ 37,113 | $ 37,113 | ||||||||||||||||
Debt maturity date | Jan. 24, 2021 | Jan. 24, 2021 | ||||||||||||||||||
Convertible notes payable | $ 118,000 | $ 118,000 | $ 118,000 | $ 118,000 | ||||||||||||||||
Convertible Note Payable [Member] | ||||||||||||||||||||
Debt, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Debt issuance date | Feb. 12, 2020 | Feb. 12, 2020 | ||||||||||||||||||
Debt discount | $ 19,494 | $ 19,494 | $ 19,494 | $ 19,494 | ||||||||||||||||
Debt maturity date | Feb. 12, 2021 | Feb. 12, 2021 | ||||||||||||||||||
Convertible notes payable | $ 53,000 | $ 53,000 | $ 53,000 | $ 53,000 |
2018, 2019 and 2020 Convertib_3
2018, 2019 and 2020 Convertible Promissory Notes (Details Narrative) - USD ($) | Feb. 12, 2020 | Jan. 24, 2020 | Dec. 20, 2019 | Sep. 26, 2019 | Dec. 20, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Accrued interest | $ 530,815 | $ 530,815 | $ 256,962 | ||||||||||
Debt conversion, value | 118,237 | $ 312,375 | |||||||||||
Number of shares issued | $ 15,000 | $ 60,000 | $ 100,000 | ||||||||||
Derivative liability | 80,423 | 80,423 | |||||||||||
Stock issued during the period convertible shares, value | 118,237 | $ 312,375 | |||||||||||
Purchase Agreement [Member] | |||||||||||||
Debt instrument related to beneficial conversion feature | $ 118,000 | ||||||||||||
Derivative liability | $ 74,472 | 130,506 | 34,761 | 34,761 | |||||||||
Exchange of cash | $ 118,000 | ||||||||||||
Stock issued during the period convertible shares | 2,017,094 | ||||||||||||
Stock issued during the period convertible shares, value | $ 118,000 | ||||||||||||
Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||
Debt instrument related to beneficial conversion feature | $ 53,000 | ||||||||||||
Debt term | 1 year | ||||||||||||
Debt instrument maturity date | Dec. 11, 2021 | ||||||||||||
Proceeds from debt | 171,000 | ||||||||||||
Stock issued during the period convertible shares | 905,983 | ||||||||||||
Stock issued during the period convertible shares, value | $ 53,000 | ||||||||||||
Cash | $ 53,000 | ||||||||||||
Purchase Agreement [Member] | Convertible Promissory Note [Member] | PowerUp Lending Group, Ltd [Member] | |||||||||||||
Debt stated interest rate | 10.00% | ||||||||||||
Convertible promissory note | $ 1,000,000 | ||||||||||||
Debt interest rate during period | 22.00% | ||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Debt instrument, convertible, discount rate | 35.00% | ||||||||||||
Purchase Agreement [Member] | Convertible Note [Member] | |||||||||||||
Derivative liability | $ 45,662 | $ 45,662 | |||||||||||
PowerUp Purchase Agreement [Member] | |||||||||||||
Common stock share reserved | 38,876,716 | 38,876,716 | |||||||||||
Class A Common Stock [Member] | |||||||||||||
Number of shares issued, shares | 1,000,000 | ||||||||||||
Share price per share | $ 0.05 | $ 0.05 | |||||||||||
Number of shares issued | $ 50,000 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Debt face amount | $ 166,667 | $ 166,667 | |||||||||||
Debt stated interest rate | 4.50% | 4.50% | |||||||||||
Debt payment terms | Per the terms of the promissory note, 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 first $86,667 payment and 1,000,000 shares for the second $80,000 installment payment, respectively). | ||||||||||||
Debt instrument monthly payment | $ 86,667 | ||||||||||||
Accrued interest | $ 80,000 | ||||||||||||
Debt conversion price | $ 0.08 | $ 0.08 | |||||||||||
2018 Convertible Promissory Note [Member] | |||||||||||||
Debt conversion price | $ 0.013 | $ 0.013 | |||||||||||
Debt conversion, shares issued | 1,000,000 | 1,083,333 | 2,083,325 | ||||||||||
Debt conversion, value | $ 80,000 | $ 86,667 | |||||||||||
Debt instrument related to beneficial conversion feature | $ 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. | ||||||||||||
Settlement Agreement [Member] | |||||||||||||
Debt face amount | $ 525,000 | ||||||||||||
Debt stated interest rate | 7.70% | ||||||||||||
Debt default interest percentage | 18.00% | ||||||||||||
Debt term | 3 years | ||||||||||||
Debt instrument maturity date | Aug. 15, 2022 |
2018, 2019 and 2020 Convertib_4
2018, 2019 and 2020 Convertible Promissory Notes - Schedule of Assumptions Used Under Black-scholes Model (Details) | Feb. 12, 2020 | Jan. 24, 2020 | Sep. 30, 2020 |
Purchase Agreement [Member] | Expected Dividends [Member] | |||
Derivative liability, measurement input | 0 | ||
Purchase Agreement [Member] | Expected Dividends [Member] | Commitment Date [Member] | |||
Derivative liability, measurement input | 0 | ||
Purchase Agreement [Member] | Expected Volatility [Member] | |||
Derivative liability, measurement input | 198 | ||
Purchase Agreement [Member] | Expected Volatility [Member] | Commitment Date [Member] | |||
Derivative liability, measurement input | 184.1 | ||
Purchase Agreement [Member] | Expected Term: Conversion Feature [Member] | |||
Derivative liability, expected term: conversion feature | 6 months | ||
Purchase Agreement [Member] | Expected Term: Conversion Feature [Member] | Commitment Date [Member] | |||
Derivative liability, expected term: conversion feature | 1 year | ||
Purchase Agreement [Member] | Risk Free Interest Rate [Member] | |||
Derivative liability, measurement input | 0.16 | ||
Purchase Agreement [Member] | Risk Free Interest Rate [Member] | Commitment Date [Member] | |||
Derivative liability, measurement input | 1.51 | ||
Second Purchase Agreement [Member] | Expected Dividends [Member] | |||
Derivative liability, measurement input | 0 | ||
Second Purchase Agreement [Member] | Expected Dividends [Member] | Commitment Date [Member] | |||
Derivative liability, measurement input | 0 | ||
Second Purchase Agreement [Member] | Expected Volatility [Member] | |||
Derivative liability, measurement input | 186 | ||
Second Purchase Agreement [Member] | Expected Volatility [Member] | Commitment Date [Member] | |||
Derivative liability, measurement input | 182.9 | ||
Second Purchase Agreement [Member] | Expected Term: Conversion Feature [Member] | |||
Derivative liability, expected term: conversion feature | 7 months | ||
Second Purchase Agreement [Member] | Expected Term: Conversion Feature [Member] | Commitment Date [Member] | |||
Derivative liability, expected term: conversion feature | 1 year | ||
Second Purchase Agreement [Member] | Risk Free Interest Rate [Member] | |||
Derivative liability, measurement input | 0.16 | ||
Second Purchase Agreement [Member] | Risk Free Interest Rate [Member] | Commitment Date [Member] | |||
Derivative liability, measurement input | 1.54 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued consulting fees and expenses | $ 743,655 | $ 641,518 |
Total accrued expenses | $ 743,655 | $ 641,518 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - USD ($) | Jul. 02, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Common stock, shares outstanding | 316,201,763 | 316,201,763 | ||||||||
Debt conversion, value | $ 118,237 | $ 312,375 | ||||||||
Loan [Member] | ||||||||||
Debt discount issuance of loan | $ 68,619 | |||||||||
Subscription receivable warrant conversion | $ 8,577 | |||||||||
Warrant [Member] | ||||||||||
Warrants outstanding | 8,000,000 | 8,000,000 | 10,857,737 | |||||||
Warrants issued | 8,000,000 | 8,000,000 | ||||||||
Number of warrants expired | 2,000,000 | |||||||||
Warrants exercise price | $ 0.175 | $ 0.175 | ||||||||
Warrant expiration description | The Company had total warrants issued and outstanding of 8,000,000. These warrants have remaining expiration periods of less than one year, including 4,000,000 warrants in favor of Reynolds expiring in October 2020, and 4,000,000 warrants in favor of Harer expiring in January 2021. The weighted average exercise price of these remaining warrants is $.175, with remaining terms of less than a year. | |||||||||
Conversion of stock | 857,737 | |||||||||
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 [Member] | ||||||||||
Common stock exercise price | $ 0.10 | |||||||||
Stock issued during period, restricted stock, new issues | 600,000 | |||||||||
Accredited Investor [Member] | Private Placement [Member] | ||||||||||
Common stock exercise price | $ 0.04 | |||||||||
Stock issued during period, restricted stock, new issues | 904,711 | |||||||||
Two Prior Law Firms [Member] | Private Placement [Member] | ||||||||||
Common stock exercise price | $ 0.06 | |||||||||
Number of shares issued for settlement of legal expenses | 529,711 | |||||||||
Individual One [Member] | ||||||||||
Common stock exercise price | $ 0.01 | |||||||||
Warrants outstanding | 366,667 | |||||||||
Individual Two [Member] | ||||||||||
Common stock exercise price | $ 0.01 | |||||||||
Warrants outstanding | 200,000 | |||||||||
Individual Three [Member] | ||||||||||
Common stock exercise price | $ 0.01 | |||||||||
Warrants outstanding | 200,000 | |||||||||
Common Stock par value $0.0001 [Member] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
Number of loan conversion shares | 4,823,768 | 3,906,610 | 3,906,610 | |||||||
Common stock exercise price | $ 0.02 | $ 0.02 | ||||||||
Number of shares issued, shares | 375,000 | 600,000 | 1,250,000 | |||||||
Common Stock par value $0.0001 [Member] | Kent Harer [Member] | ||||||||||
Common stock exercise price | $ 0.04 | |||||||||
Number of shares issued, shares | 50,000 | |||||||||
Common Stock par value $0.0001 [Member] | Accredited Investor [Member] | ||||||||||
Stock issued during period, restricted stock, new issues | 375,000 | |||||||||
Restricted Common Stock [Member] | ||||||||||
Stock issued during period, restricted stock, new issues | 13,824,607 | |||||||||
Restricted Common A Stock [Member] | ||||||||||
Number of loan conversion shares | 3,906,610 | |||||||||
Debt conversion price per share | $ 0.047 | |||||||||
Costs related to the issuance of promissory notes | $ 1,460,260 | |||||||||
Promissory notes average price | $ 0.085 | |||||||||
Convertible warrants | 857,737 | |||||||||
Convertible warrants, price | $ 0.01 | |||||||||
Restricted Common A Stock [Member] | Three Individuals [Member] | ||||||||||
Number of loan conversion shares | 3,906,610 | |||||||||
Debt conversion price per share | $ 0.047 | $ 0.047 | ||||||||
Number of shares issued, shares | 8,826,870 | 766,667 | ||||||||
Restricted Common A Stock [Member] | Three Individuals [Member] | Loan Origination Fees [Member] | ||||||||||
Debt conversion, value | $ 88,298 | |||||||||
Shares issued upon debt conversion | 1,170,260 | |||||||||
Restricted Common A Stock [Member] | Three Individuals [Member] | Legal Settlements [Member] | ||||||||||
Debt conversion, value | $ 200,000 | |||||||||
Shares issued upon debt conversion | 2,500,000 | |||||||||
Restricted Common A Stock [Member] | Three Individuals [Member] | Private Placement [Member] | ||||||||||
Debt conversion price per share | $ 0.08 | $ 0.08 | ||||||||
Number of shares issued, shares | 1,250,000 | |||||||||
Restricted Common A Stock [Member] | Two Individuals [Member] | ||||||||||
Number of shares issued, shares | 1,100,000 | |||||||||
Decrease in outstanding common stock | 581,905 | |||||||||
Class A Common Stock [Member] | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Common stock, shares outstanding | 316,201,763 | 296,815,547 | 316,201,763 | 296,815,547 | 296,648,677 | |||||
Common stock exercise price | $ 0.05 | $ 0.05 | ||||||||
Common stock, shares issued | 296,815,547 | 296,815,547 | ||||||||
Shares not issued in the prior period | 9,126,870 | 9,126,870 | ||||||||
Number of shares issued, shares | 1,000,000 | |||||||||
Class A Common Stock [Member] | Minimum [Member] | ||||||||||
Common stock, shares authorized | 300,000,000 | |||||||||
Class A Common Stock [Member] | Maximum [Member] | ||||||||||
Common stock, shares authorized | 500,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 14, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Notes payable | $ 204,518 | $ 216,667 | ||
Amortization of debt discount | 195,874 | $ 93,879 | ||
Due to related party | 240,859 | |||
OPM Green Energy LLC [Member] | ||||
Advance to related party | $ 412,885 | |||
Related party transaction, description | Through the period ended September 30, 2020, the Company made advances to an affiliate, OPMGE, of $412,885, including $25,000 during the first three months of 2020. As reported previously, the Company owns a non-consolidating 42.86% interest in the OPMGE GTL plant located in Wharton, Texas. In the event of default, the Company holds a second lien against the assets of OPMGE. The amount advanced was booked as a related party receivable by the Company. Given the uncertainty of the collectability of this receivable, the Company has fully reserved the full amount of this equity method receivable with OPMGE as of September 30, 2020. | |||
OPM Green Energy LLC [Member] | First Three Month [Member] | ||||
Advance to related party | $ 25,000 | |||
Three Current Executives [Member] | ||||
Deferred compensation expenses | 1,692,312 | |||
Four Directors [Member] | ||||
Due to related party | $ 113,785 | |||
Related party transaction, description | Michael Wykrent, Ransom Jones, Kent Harer and Kevin Jones, a greater than 5% shareholder. | |||
Michael Wykrent [Member] | ||||
Due to related party | $ 10,000 | |||
Ransom Jones [Member] | ||||
Due to related party | 3,433 | |||
Kent Harer [Member] | ||||
Due to related party | 5,000 | |||
Kevin Jones [Member] | ||||
Due to related party | 95,352 | |||
Amended Loan Agreement [Member] | ||||
Working capital and general corporate expenses | $ 5,000,000 | |||
Notes payable | 2,310,972 | |||
Amortization of debt discount | 26,389 | |||
Mabert LLC [Member] | ||||
Working capital and general corporate expenses | 1,500,000 | |||
Amortization of debt discount | 9,488 | $ 140,038 | ||
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 | $ 1,655,972 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Oct. 19, 2019USD ($) | Sep. 26, 2019USD ($) | May 10, 2018USD ($)$ / sharesshares | Feb. 06, 2018USD ($)shares | Nov. 28, 2017shares | Jan. 13, 2017USD ($)$ / sharesshares | Apr. 22, 2016shares | Apr. 21, 2016USD ($) | Jan. 27, 2016USD ($) | Dec. 28, 2015USD ($) | Nov. 30, 2015USD ($) | Sep. 30, 2020USD ($)ft²$ / shares | Feb. 29, 2020USD ($)$ / shares | Sep. 30, 2014USD ($) | Aug. 31, 2012USD ($)Integershares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)ft²$ / sharesshares | Dec. 31, 2019USD ($)$ / shares |
Accrued management fees | $ 1,301,964 | $ 1,301,964 | $ 1,301,964 | |||||||||||||||||
Number of shares issued, value | $ 15,000 | $ 60,000 | $ 100,000 | |||||||||||||||||
Promissory note | $ 204,518 | $ 204,518 | $ 216,667 | |||||||||||||||||
Unpaid fees | $ 90,377 | |||||||||||||||||||
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 | |||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock exercise price | $ / shares | 0.05 | $ 0.05 | ||||||||||||||||||
Number of shares issued during period | shares | 1,000,000 | |||||||||||||||||||
Number of shares issued, value | $ 50,000 | |||||||||||||||||||
co-defendant [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 | $ 45,000 | |||||||||||||||||
Agreement term, description | The employment agreement automatically renews each year for successive one-year periods, unless otherwise earlier terminated. | |||||||||||||||||||
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] | ||||||||||||||||||||
Compensation cost | $ 270,000 | |||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.06 | |||||||||||||||||||
Employment Agreement [Member] | Thomas Phillips [Member] | April 1, 2019 [Member] | ||||||||||||||||||||
Agreement term | 12 months | |||||||||||||||||||
Compensation cost | $ 120,000 | |||||||||||||||||||
Number of shares to be issued | shares | 4,500,000 | |||||||||||||||||||
Employment Agreement [Member] | Thomas Phillips [Member] | April 1, 2019 [Member] | Class A Common Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||
Employment Agreement [Member] | Ryan Turner [Member] | ||||||||||||||||||||
Compensation cost | $ 150,000 | |||||||||||||||||||
Common stock exercise price | $ / shares | $ 0.06 | |||||||||||||||||||
Employment Agreement [Member] | Ryan Turner [Member] | April 1, 2019 [Member] | ||||||||||||||||||||
Agreement term | 12 months | |||||||||||||||||||
Compensation cost | $ 80,000 | |||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 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 | |||||||||||||||||||
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] | Office Space [Member] | ||||||||||||||||||||
Percentage of royalty on gross production sales | 10.00% | |||||||||||||||||||
Area of square feet | ft² | 600 | 600 | ||||||||||||||||||
Base rate per month | $ 949 | |||||||||||||||||||
Annual maintenance fees | $ 11,880 | |||||||||||||||||||
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 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 23, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Proceeds from related party | $ 240,859 | ||
Kevin Jones and Greater Than 5% Shareholder [Member] | Subsequent Event [Member] | |||
Proceeds from related party | $ 95,352 | ||
Related party transaction, description | Kevin Jones, a director and greater than 5% shareholder |