Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55030 | |
Entity Registrant Name | GREENWAY TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001572386 | |
Entity Tax Identification Number | 90-0893594 | |
Entity Incorporation, State or Country Code | TX | |
Entity Address, Address Line One | 1521 North Cooper Street | |
Entity Address, Address Line Two | Suite 205 | |
Entity Address, City or Town | Arlington | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76011 | |
City Area Code | (800) | |
Local Phone Number | 289-2515 | |
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 | 343,115,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 56,124 | $ 1,628 |
Prepaid Expenses | 100 | 11,235 |
Receivable - related party, net | ||
Total Current Assets | 56,224 | 12,863 |
Property & equipment, net | 0 | 0 |
Total Assets | 56,224 | 12,863 |
Current Liabilities | ||
Accounts payable | 723,555 | 805,237 |
Advances - related parties | 99,250 | 142,934 |
Accrued severance expense | 1,301,964 | 1,301,964 |
Accrued expenses | 1,008,913 | 860,368 |
Accrued expenses - related parties | 1,959,005 | 1,797,818 |
Accrued interest payable (includes related parties interest of $788,488 and $562,890 respectively) | 890,912 | 650,480 |
Notes payable and convertible notes payable | 336,667 | 886,667 |
Notes payable - related parties (Net of debt discount of $13,430 and $13,153 respectively) | 2,741,325 | 2,411,605 |
Total Current Liabilities | 9,061,591 | 8,857,073 |
Long Term Liabilities | ||
Notes payable - Southwest Capital | 525,000 | |
Total Long Term Liabilities | 525,000 | |
Total Liabilities | 9,586,591 | 8,857,073 |
Stockholders’ Deficit | ||
Common stock 500,000,000 shares authorized, par value $0.0001, 342,690,872 and 335,268,075 outstanding at June 30, 2021 and December 31, 2020, respectively | 34,269 | 33,527 |
Additional paid-in capital | 24,395,301 | 24,123,925 |
Common stock to be issued | 16,343 | 36,384 |
Subscription receivable - warrants | (16,245) | (16,245) |
Accumulated deficit | (33,960,035) | (33,021,801) |
Total Stockholders’ Deficit | (9,530,367) | (8,844,210) |
Total Liabilities & Stockholder’s Deficit | $ 56,224 | $ 12,863 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accrued related party interest | $ 788,488 | $ 562,890 |
Debt discount | $ 13,430 | $ 13,153 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 342,690,872 | 335,268,075 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses | ||||
General and administrative | 277,731 | 290,547 | 568,099 | 578,502 |
Research and development | 48,000 | 0 | 78,000 | 0 |
Total Expense | 325,731 | 290,547 | 646,099 | 578,502 |
Operating loss | (325,731) | (290,547) | (646,099) | (578,502) |
Other income (expenses) | ||||
Gain/(loss) on change in fair value of derivative | 129,293 | 68,683 | ||
Interest expense | (147,897) | (192,180) | (292,135) | (373,196) |
Gain on settlement of accounts payable | 809 | |||
Convertible debt derivative expense | (33,978) | |||
Total other income / (expense) | (147,897) | (62,887) | (292,135) | (337,682) |
Loss before income taxes | (473,628) | (353,434) | (938,234) | (916,184) |
Provision for income taxes | ||||
Net loss | $ (473,628) | $ (353,434) | $ (938,234) | $ (916,184) |
Net loss per share | ||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | ||||
Basic and diluted | 339,434,034 | 303,347,435 | 337,444,388 | 309,131,966 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock to be Issued [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 30,153 | $ 22,710,632 | $ 857,227 | $ (7,668) | $ (30,479,829) | $ (6,889,485) |
Beginning 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 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 Promissory Note Fees | $ 146 | 124,706 | (124,852) | |||
Shares issued for Promissory Note Fees, shares | 1,460,260 | |||||
Shares issued for Private Placement | $ 60 | 59,940 | 60,000 | |||
Shares issued for Private Placement, shares | 600,000 | |||||
Net loss | (562,749) | (562,749) | ||||
Ending balance, value at Mar. 31, 2020 | $ 31,536 | 23,635,053 | 42,504 | (16,245) | (31,042,578) | (7,349,730) |
Ending balance, shares at Mar. 31, 2020 | 310,473,284 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 30,153 | 22,710,632 | 857,227 | (7,668) | (30,479,829) | (6,889,485) |
Beginning balance, shares at Dec. 31, 2019 | 296,648,677 | |||||
Shares issued for Promissory Note Fees | 8,577 | |||||
Net loss | (916,184) | |||||
Ending balance, value at Jun. 30, 2020 | $ 31,626 | 23,681,566 | 10,901 | (16,245) | (31,396,012) | (7,688,164) |
Ending balance, shares at Jun. 30, 2020 | 311,377,995 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 31,536 | 23,635,053 | 42,504 | (16,245) | (31,042,578) | $ (7,349,730) |
Beginning balance, shares at Mar. 31, 2020 | 310,473,284 | |||||
Shares issued for Loan Conversion, shares | 529,711 | |||||
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) | ||||
Ending balance, value at Jun. 30, 2020 | $ 31,626 | 23,681,566 | 10,901 | (16,245) | (31,396,012) | (7,688,164) |
Ending balance, shares at Jun. 30, 2020 | 311,377,995 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 33,527 | 24,123,925 | 36,384 | (16,245) | (33,021,801) | (8,844,210) |
Beginning balance, shares at Dec. 31, 2020 | 335,268,075 | |||||
Shares to be issued for Promissory Note Fees | 8,014 | 8,014 | ||||
Shares to be issued for consulting fees | 3,000 | 3,000 | ||||
Shares issued for Private Placement | $ 120 | 35,880 | 36,000 | |||
Shares issued for Private Placement, shares | 1,200,000 | |||||
Net loss | (464,606) | (464,606) | ||||
Ending balance, value at Mar. 31, 2021 | $ 33,647 | 24,159,805 | 47,398 | (16,245) | (33,486,407) | (9,261,802) |
Ending balance, shares at Mar. 31, 2021 | 336,468,075 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 33,527 | 24,123,925 | 36,384 | (16,245) | (33,021,801) | (8,844,210) |
Beginning balance, shares at Dec. 31, 2020 | 335,268,075 | |||||
Shares issued for Promissory Note Fees | 48,643 | |||||
Net loss | (938,234) | |||||
Ending balance, value at Jun. 30, 2021 | $ 34,269 | 24,395,301 | 16,343 | (16,245) | (33,960,035) | (9,530,367) |
Ending balance, shares at Jun. 30, 2021 | 342,690,872 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 33,647 | 24,159,805 | 47,398 | (16,245) | (33,486,407) | (9,261,802) |
Beginning balance, shares at Mar. 31, 2021 | 336,468,075 | |||||
Shares to be issued for Promissory Note Fees | 6,343 | 6,343 | ||||
Shares to be issued for private placement | 10,000 | 10,000 | ||||
Shares issued for Promissory Note Fees | $ 97 | 48,546 | (44,398) | 4,245 | ||
Shares issued for Promissory Note Fees, shares | 973,630 | |||||
Shares issued for consulting fees | $ 48 | 14,427 | (3,000) | 11,475 | ||
Shares issued for consulting fees, shares | 482,500 | |||||
Shares issued for Private Placement | $ 477 | 172,523 | 173,000 | |||
Shares issued for Private Placement, shares | 4,766,667 | |||||
Net loss | (473,628) | (473,628) | ||||
Ending balance, value at Jun. 30, 2021 | $ 34,269 | $ 24,395,301 | $ 16,343 | $ (16,245) | $ (33,960,035) | $ (9,530,367) |
Ending balance, shares at Jun. 30, 2021 | 342,690,872 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (938,234) | $ (916,184) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivatives | (68,683) | |
Amortization of debt discount | 18,325 | 146,891 |
Derivative expense | 33,978 | |
Share based consulting fees | 14,475 | |
Gain on settlement of accounts payable | 809 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 11,135 | 4,040 |
Accrued expenses | 163,379 | |
Accrued expenses - related parties | 386,785 | 390,077 |
Accounts payable | (81,682) | (9,807) |
Net Cash Used in Operating Activities | (425,817) | (418,879) |
Cash flows from Investing Activities: | ||
Receivable - related parties | (25,000) | |
Net Cash Used in Investing Activities | (25,000) | |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - related parties | 101,833 | |
Proceeds from convertible notes payable | 171,000 | |
Payments on other notes payable | (25,000) | (50,000) |
Proceeds from sale of common stock | 219,000 | 75,000 |
Proceeds from stockholder advances | 286,313 | 130,074 |
Net Cash Provided by Financing Activities | 480,313 | 427,907 |
Net Increase (Decrease) in Cash | 54,496 | (15,972) |
Cash Beginning of Period | 1,628 | 16,043 |
Cash End of Period | 56,124 | 71 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid during the period for interest | 29,000 | 48,081 |
Cash Paid during the period for taxes | ||
Non-Cash investing and financing activities | ||
Subscription receivables - warrants | 16,245 | |
Discount related to shares issued for promissory note fees | 18,602 | 10,901 |
Conversion of stockholder advances – related parties to notes payable | 329,997 | |
Shares issued for promissory note fees | $ 48,643 | $ 8,577 |
ORGANIZATION
ORGANIZATION | 6 Months Ended |
Jun. 30, 2021 | |
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 been realized in Greenway’s 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 proprietary technologies to convert natural gas into synthesis gas (“syngas”). Based on a breakthrough process named 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 convert 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 appears to be superior to legacy technologies which are more costly, have a larger footprint and cannot be easily deployed at field sites to process associated gas, stranded gas, coal-bed methane, vented gas, or flared gas, all markets the Company seeks to service. The new plant is anticipated to prove out the economics for the Company’s technology and GTL processes. |
BASIS OF PRESENTATION AND GOING
BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES | NOTE 2 - BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES Basis of Presentation The accompanying unaudited condensed 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 condensed 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, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Principles of Consolidation The accompanying unaudited condensed 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 condensed unaudited consolidated financial statements include the accounts of the following entities: SCHEDULE OF SUBSIDIARIES Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary 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. See Note 3 – Summary of Significant Accounting Policies. Going Concern Uncertainties The condensed unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2021, we have an accumulated deficit of $ 33,960,035 . For the six-months ended June 30, 2021, we had no revenue, generated a net loss of $ 938,234 and used cash of $ 425,817 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 directives, 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 other measures. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak. 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 adjustments to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
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 condensed 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 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 0 412,885 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 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 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 2016 – 2020, with no corporate tax returns filed for the years ending 2016 to 2020. 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. For the six months ended June 30, 2021, shares issuable upon the exercise of warrants (3,000,000) , shares convertible for debt (2,083,333) (424,128) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. For the six months ended June 30, 2020, shares issuable upon the exercise of warrants (8,000,000) , shares convertible for debt (8,440,307) and shares outstanding but not yet issued (203,646) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company did not have any derivative liabilities as of June 30, 2021. During the year ended December 31, 2020, the Company entered into two convertible notes creating derivative liabilities which were converted into shares and settled during the year. 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 June 30, 2021 and December 31, 2020: SCHEDULE OF COMPANY'S ASSETS AND LIABILITIES BY LEVEL MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Level 1 Level 2 Level 3 June 30, 2021 Derivative Liabilities $ - $ - $ - December 31, 2020 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 condensed unaudited consolidated financial statements. As of and for the six months ended June 30, 2021, the Company did not have a derivative or derivative activity. The change in the convertible notes payable derivative liabilities at fair value for the six-month period ended June 30, 2020, is as follows: SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE Fair Value Change in New Derivative Liabilities Conversions Fair Value Derivative Liabilities $ - $ (68,683 ) $ 204,978 $ - $ 136,295 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 no Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development 48,000 0 78,000 0 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 condensed unaudited consolidated financial statements. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 4 – PROPERTY, PLANT, AND EQUIPMENT SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT Range of Lives June 30, 2021 December 31, 2020 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 Property and equipment, gross 4,015 4,015 Less accumulated depreciation (4,015 ) (4,015 ) Property and equipment, net $ 0 $ 0 Depreciation expense was $ 0 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES | NOTE 5 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES Convertible notes payable, including notes payable to related parties consisted of the following at June 30, 2021 and December 31, 2020 respectively: SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Secured notes payable with related parties at 18% September 14, 2018 5,000,000 13,430 13,153 $ 2,741,325 $ 2,411,605 Total notes payable related parties $ 2,741,325 $ 2,411,605 Unsecured convertible note payable at 4.5% December 20, 2017 January 8, 2018 166,667 166,667 Promissory Note at 7.7% August 15, 2022 - 525,000 Settlement agreement to pay $ 5,000 60 170,000 195,000 Total notes payable and convertible notes payable $ 336,667 $ 886,667 (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 5,000,000 0.01 initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. Under the Loan Agreement, various private lenders have loaned gross loan proceeds of $ 2,754,755 (excluding a debt discount of $ 13,430 , for a net $ 2,741,325 book debt) through June 30, 2021. Mr. Jones, and his late wife have loaned $ 2,385,701 99,250 in the current period ended June 30, 2021. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $ 13,430 and $ 43,531 for the six months ended June 30, 2021 and 2020, respectively; this amount is amortized to interest expense on a straight-line basis over the terms of the loans. The private party loans with the Company are often established by converting the Company’s outstanding stockholder advances due to related parties into a new note payable under the Loan Agreement in the quarter following the advance. There have been instances in which private lenders, under the Loan Agreement, enter into loans directly with the Company (not through an advance). As of December 31, 2020, the Company had a total of $ 142,934 286,313 in the form of stockholder advances. Additionally, during the six months ended June 30, 2021, a total of $ 329,997 has been converted to notes payables with related parties. The remaining $ 99,250 On March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 101,823 18 203,646 0.06 10,901 On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 128,093 18 256,186 0.04 9,488 On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $ 25,000 10 50,000 0.04 1,852 On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 25,000 10 50,000 0.04 1,852 On August 28, 2020, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for $ 10,000 18 20,000 0.02 293 On October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 95,352 18 190,704 0.02 2,795 On October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $ 3,433 10 6,867 0.02 101 On October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 10 10,000 0.02 147 On January 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 142,934 18 285,868 0.03 8,014 On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for $ 70,000 18 140,000 0.03 3,962 On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 18 10,000 0.03 283 On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 112,064 18 224,128 0.03 6,343 224,128 Each of the individual Promissory Notes have one-year terms, 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 June 2021. (2) On December 20, 2017, the Company issued a convertible promissory note for $ 166,667 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 – Notes Payable and Convertible Notes Payable. (3) On September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd. (“ Southwest 525,000 , providing for a three -year term, at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18 %,with the principal amount due at maturity. The Company did not pay the third semi-annual interest payment when it was due in February 2021, and thus reported the note as a current liability as of December 31, 2020. In May 2021, the Company made the semi-annual interest payment (including late fees), cured the default and reclassed the note back to long-term liabilities. Since the note was issued, three semiannual payments of interest have been paid. See Note 6 – Notes Payable and Convertible Notes Payable. (4) On March 6, 2019, the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting agreement lawsuit the Company agreed to pay Wildcat a total of $ 300,000 5,000 |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE The Company issued a $ 166,667 4.50 86,667 80,000 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 1,083,333 86,667 1,000,000 80,000 See Note 5 – Convertible Notes Payable and Notes Payable Related Parties. 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 0.093 0.08 2,083,325 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 525,000 , providing for a three -year term, at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18 %, with the principal amount due at maturity. The principal balance of $525,000 and remaining accrued interest on the note is due August 15, 2022 . In addition, we agreed to issue and deliver to Southwest 1,000,000 shares of Rule 144 restricted Common Stock valued at $ 0.05 per share. The shares were issued in the 3 rd See Note 5 – Convertible Notes Payable and Notes Payable Related Parties. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES Accrued expenses consisted entirely of accrued consulting fees. The consulting work involved fundraising and capital raising activities with potential investors for the Company, as well as consulting work related to chemical engineering and plant operations. |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 6 Months Ended |
Jun. 30, 2021 | |
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 300,000,000 500,000,000 0.0001 Accordingly, the Company is authorized to issue 500,000,000 .0001 Common Stock At June 30, 2021, there were 342,690,872 During the three-months ended June 30, 2021, the Company: issued 6,222,797 shares of Rule 144 restricted Common Stock, including 4,766,667 shares issued in private placement to five (5) accredited investors at an average price of $ 0.04 per share for $ 173,000 , and 482,500 shares issued for payment of consulting fees at a price of $ 0.03 per share, and 973,630 shares for costs related to the issuance of promissory notes at an average price of $ 0.05 per share. As of June, 2021, the Company has 224,128 shares of common stock to be issued to Kevin Jones, a related party, for costs related to issuance of promissory notes, and 200,000 shares of common stock to be issued in private placement to one (1) accredited, these shares will be issued in the third quarter of 2021. During the three-months ended March 31, 2021, the Company: issued 1,200,000 shares of Rule 144 restricted Common Stock, issued in a private placement to an accredited investor, at $ 0.03 per share for $ 36,000 . During the three-months ended June 30, 2020, the Company: issued 904,711 375,000 0.04 529,711 0.06 During the three-months ended March 31, 2020, the Company: issued 13,824,607 600,000 0.10 3,906,610 0.047 1,460,260 0.085 857,737 0.01 At December 31, 2020, there were 335,268,075 Stock options, warrants and other rights As of June 30, 2021 and 2020 respectively, the Company has not adopted and does not have an employee stock option plan. For the year ended December 2020, the Company had 7,000,000 4,000,000 As of June 30, 2021, the Company had total warrants issued and outstanding of 3,000,000 , which are in favor of Dean Goekel and expire in June 2022. The exercise price of these remaining warrants is $ 0.03 . There is no unvested expense relating to the warrants. After meeting certain deliverables set forth in the agreement, Mr. Goekel will be issued additional stock warrants for 1,000,000 shares at a strike price that is an average of the stock price for the 90 days that the deliverables have been met. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
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 late 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 June 30, 2021, a total of $ 2,754,755 (excluding debt discount of $ 13,430 ) has been loaned to the Company and $ 788,488 has been accrued in interest by eight shareholders, including Mr. Jones. See Note 5 – Convertible Notes Payable and Notes Payable Related Parties. Through Mabert, as of June 30, 2021, Mr. Jones along with his late wife and his company have loaned $ 2,385,701 , and six 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 June 30, 2021, the Company accrued expenses for related parties of $ 1,959,005 Through the period ended June 30, 2021, we received $ 99,250 181,093 25,000 28,000 128,093 Through the periods ended June 30, 2021 and December 31, 2020, the Company made advances to an affiliate, OPMGE, of $ 412,885 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 December 31, 2020. The Company does not consider the results of the equity method investee to be material to the Company’s net loss. The cost basis for this equity method investee is zero and thus, losses have not been allocated to the Company. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
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, as president of Greenway Innovative Energy, Inc., for a term of five years with compensation of $ 90,000 180,000 45,000 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 35,000 250,000 .0001 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 2,500,000 .0001 .06 150,000 Other In the August 2012 acquisition agreement with Greenway Innovative Energy, Inc. (“GIE”), the Company agreed to: (i) issue an additional 7,500,000 producing 2,000 barrels of diesel or jet fuel per day 2 7,500,000 3,750,000 2 3,000,000 150,000 3,750,000 The Company has accrued management fees of $ 1,301,964 Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. The Company adopted this guidance effective January 1, 2019 and noted that the leases discussed below did meet the requirements for recording a right of use asset or liability under ASC-842 given that they were short term leases. Greenway rents approximately 600 949 Each September, the Company pays $ 11,880 Legal Matters On October 19, 2019 the Company was served with a lawsuit by Norman Reynolds, a previously engaged counsel by the Company. The suit was filed in Harris County District Court, Houston, Texas, asserting claims for unpaid fees of $ 90,378 Capital Expenditures The last funded Scope of Work (“ SOW 120,000 to complete the work described in the prior SOW. We signed a new SRA with UTA effective March 1, 2021 which relates to the testing and commercialization phase of our GTL technology. The term of the agreement is through February 15, 2022. The first payment under the SRA was made in March 2021 for $30,000. Going forward on the 15 th 78,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11- SUBSEQUENT EVENTS From July 1, 2021 through August 16, 2021, the Company issued 424,128 shares of common stock comprised of: 200,000 shares of Rule 144 restricted Common Stock issued in a private placement to one accredited investor at an average price of $ 0.05 per share and 224,128 shares issued to Kevin Jones, a related party See Note 5 – Convertible Notes Payable and Notes Payable Related Parties. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 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 0 412,885 |
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 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 |
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 2016 – 2020, with no corporate tax returns filed for the years ending 2016 to 2020. |
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. For the six months ended June 30, 2021, shares issuable upon the exercise of warrants (3,000,000) , shares convertible for debt (2,083,333) (424,128) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. For the six months ended June 30, 2020, shares issuable upon the exercise of warrants (8,000,000) , shares convertible for debt (8,440,307) and shares outstanding but not yet issued (203,646) have been excluded as a common stock equivalent in the diluted loss per share because their effect would be anti-dilutive. |
Derivative Instruments | Derivative Instruments The Company accounts for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company did not have any derivative liabilities as of June 30, 2021. During the year ended December 31, 2020, the Company entered into two convertible notes creating derivative liabilities which were converted into shares and settled during the year. |
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 June 30, 2021 and December 31, 2020: SCHEDULE OF COMPANY'S ASSETS AND LIABILITIES BY LEVEL MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Level 1 Level 2 Level 3 June 30, 2021 Derivative Liabilities $ - $ - $ - December 31, 2020 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 condensed unaudited consolidated financial statements. As of and for the six months ended June 30, 2021, the Company did not have a derivative or derivative activity. The change in the convertible notes payable derivative liabilities at fair value for the six-month period ended June 30, 2020, is as follows: SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE Fair Value Change in New Derivative Liabilities Conversions Fair Value Derivative Liabilities $ - $ (68,683 ) $ 204,978 $ - $ 136,295 |
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 no |
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 48,000 0 78,000 0 |
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 condensed unaudited consolidated financial statements. |
BASIS OF PRESENTATION AND GOI_2
BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF SUBSIDIARIES | The accompanying condensed unaudited consolidated financial statements include the accounts of the following entities: SCHEDULE OF SUBSIDIARIES Name of Entity % Entity Incorporation Relationship Greenway Technologies, Inc. Corporation Texas Parent Universal Media Corporation 100 % Corporation Wyoming Subsidiary Greenway Innovative Energy, Inc. 100 % Corporation Nevada Subsidiary Logistix Technology Systems, Inc. 100 % Corporation Texas Subsidiary |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020: SCHEDULE OF COMPANY'S ASSETS AND LIABILITIES BY LEVEL MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Level 1 Level 2 Level 3 June 30, 2021 Derivative Liabilities $ - $ - $ - December 31, 2020 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 six-month period ended June 30, 2020, is as follows: SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE Fair Value Change in New Derivative Liabilities Conversions Fair Value Derivative Liabilities $ - $ (68,683 ) $ 204,978 $ - $ 136,295 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT Range of Lives June 30, 2021 December 31, 2020 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 Property and equipment, gross 4,015 4,015 Less accumulated depreciation (4,015 ) (4,015 ) Property and equipment, net $ 0 $ 0 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Convertible notes payable, including notes payable to related parties consisted of the following at June 30, 2021 and December 31, 2020 respectively: SCHEDULE OF NOTES PAYABLE June 30, 2021 December 31, 2020 Secured notes payable with related parties at 18% September 14, 2018 5,000,000 13,430 13,153 $ 2,741,325 $ 2,411,605 Total notes payable related parties $ 2,741,325 $ 2,411,605 Unsecured convertible note payable at 4.5% December 20, 2017 January 8, 2018 166,667 166,667 Promissory Note at 7.7% August 15, 2022 - 525,000 Settlement agreement to pay $ 5,000 60 170,000 195,000 Total notes payable and convertible notes payable $ 336,667 $ 886,667 (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 5,000,000 0.01 initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. Under the Loan Agreement, various private lenders have loaned gross loan proceeds of $ 2,754,755 (excluding a debt discount of $ 13,430 , for a net $ 2,741,325 book debt) through June 30, 2021. Mr. Jones, and his late wife have loaned $ 2,385,701 99,250 in the current period ended June 30, 2021. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $ 13,430 and $ 43,531 for the six months ended June 30, 2021 and 2020, respectively; this amount is amortized to interest expense on a straight-line basis over the terms of the loans. The private party loans with the Company are often established by converting the Company’s outstanding stockholder advances due to related parties into a new note payable under the Loan Agreement in the quarter following the advance. There have been instances in which private lenders, under the Loan Agreement, enter into loans directly with the Company (not through an advance). As of December 31, 2020, the Company had a total of $ 142,934 286,313 in the form of stockholder advances. Additionally, during the six months ended June 30, 2021, a total of $ 329,997 has been converted to notes payables with related parties. The remaining $ 99,250 On March 31, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 101,823 18 203,646 0.06 10,901 On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 128,093 18 256,186 0.04 9,488 On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $ 25,000 10 50,000 0.04 1,852 On July 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 25,000 10 50,000 0.04 1,852 On August 28, 2020, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for $ 10,000 18 20,000 0.02 293 On October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 95,352 18 190,704 0.02 2,795 On October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Ransom Jones, a Director and shareholder for $ 3,433 10 6,867 0.02 101 On October 1, 2020, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 10 10,000 0.02 147 On January 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 142,934 18 285,868 0.03 8,014 On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Michael Wykrent, a Director and shareholder for $ 70,000 18 140,000 0.03 3,962 On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kent Harer, a Director and shareholder for $ 5,000 18 10,000 0.03 283 On April 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 112,064 18 224,128 0.03 6,343 224,128 Each of the individual Promissory Notes have one-year terms, 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 June 2021. (2) On December 20, 2017, the Company issued a convertible promissory note for $ 166,667 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 – Notes Payable and Convertible Notes Payable. (3) On September 26, 2019, the Company entered into a Settlement Agreement with Southwest Capital Funding Ltd. (“ Southwest 525,000 , providing for a three -year term, at 7.7 % simple interest only, payable semi-annually, with interest due calculated on a 365-day year, default interest at 18 %,with the principal amount due at maturity. The Company did not pay the third semi-annual interest payment when it was due in February 2021, and thus reported the note as a current liability as of December 31, 2020. In May 2021, the Company made the semi-annual interest payment (including late fees), cured the default and reclassed the note back to long-term liabilities. Since the note was issued, three semiannual payments of interest have been paid. See Note 6 – Notes Payable and Convertible Notes Payable. (4) On March 6, 2019, the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting agreement lawsuit the Company agreed to pay Wildcat a total of $ 300,000 5,000 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | Aug. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Equity Method Investment, 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. |
SCHEDULE OF SUBSIDIARIES (Detai
SCHEDULE OF SUBSIDIARIES (Details) | 6 Months Ended | |
Jun. 30, 2021 | Aug. 31, 2012 | |
Entity Listings [Line Items] | ||
Ownership percentage | 100.00% | |
Greenway Technologies, Inc [Member] | ||
Entity Listings [Line Items] | ||
State of incorporation | Texas | |
Relationship | Parent | |
Universal Media Corporation [Member] | ||
Entity Listings [Line Items] | ||
State of incorporation | Wyoming | |
Relationship | Subsidiary | |
Ownership percentage | 100.00% | |
Greenway Innovative Energy, Inc. [Member] | ||
Entity Listings [Line Items] | ||
State of incorporation | Nevada | |
Relationship | Subsidiary | |
Ownership percentage | 100.00% | |
Logistix Technology Systems, Inc. [Member] | ||
Entity Listings [Line Items] | ||
State of incorporation | Texas | |
Relationship | Subsidiary | |
Ownership percentage | 100.00% |
BASIS OF PRESENTATION AND GOI_3
BASIS OF PRESENTATION AND GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||||
Retained Earnings (Accumulated Deficit) | $ 33,960,035 | $ 33,960,035 | $ 33,021,801 | ||||
Net Income (Loss) Attributable to Parent | $ 473,628 | $ 464,606 | $ 353,434 | $ 562,749 | 938,234 | $ 916,184 | |
Net Cash Provided by (Used in) Operating Activities | $ 425,817 | $ 418,879 |
SCHEDULE OF COMPANY'S ASSETS AN
SCHEDULE OF COMPANY'S ASSETS AND LIABILITIES BY LEVEL MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value derivative liabilities |
SCHEDULE OF CHANGE IN NOTES PAY
SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Derivative liabilities, beginning balance | |
Change in Fair Value | (68,683) |
New Convertible Notes | 204,978 |
Conversions | |
Derivative liabilities, ending balance | $ 136,295 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Aug. 29, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2012 |
Entity Listings [Line Items] | |||||||
Equity method investment, ownership percentage | 100.00% | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||
FDIC insurance amount | 250,000 | 250,000 | |||||
Deposit asset | 0 | 0 | $ 0 | ||||
Research and development expenses | 48,000 | $ 0 | $ 78,000 | $ 0 | |||
Warrant [Member] | |||||||
Entity Listings [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | (3,000,000) | (8,000,000) | |||||
Shares Convertible For Debt [Member] | |||||||
Entity Listings [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | (2,083,333) | (8,440,307) | |||||
Shares Outstanding But Not Yet Issued [Member] | |||||||
Entity Listings [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | (424,128) | (203,646) | |||||
OPM Green Energy LLC [Member] | Material Definitive Agreement [Member] | |||||||
Entity Listings [Line Items] | |||||||
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 June 30, 2021, there was no change in the investment cost of $0. | ||||||
Equity method investment, ownership percentage | 42.86% | ||||||
Equity investment cost | 0 | $ 0 | |||||
Equity investment related Party receivable | $ 412,885 | $ 412,885 |
SCHEDULE OF PROPERTY PLANT, AND
SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,015 | $ 4,015 |
Less accumulated depreciation | (4,015) | (4,015) |
Property and equipment, net | $ 0 | $ 0 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 5 years | 5 years |
Property and equipment, gross | $ 2,032 | $ 2,032 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 5 years | 5 years |
Property and equipment, gross | $ 1,983 | $ 1,983 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Apr. 02, 2021 | Jan. 02, 2021 | Oct. 02, 2020 | Aug. 28, 2020 | Jul. 02, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||||
Debt discount | $ 13,430 | $ 13,430 | $ 13,153 | ||||||||
Common Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 4,766,667 | 1,200,000 | 375,000 | 600,000 | |||||||
Kevin Jones [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt, interest rate | 18.00% | 18.00% | |||||||||
Debt discount | $ 9,488 | $ 10,901 | |||||||||
Debt instrument face amount | $ 128,093 | $ 101,823 | |||||||||
Kevin Jones [Member] | Common Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Number of Shares to be issued | 203,646 | ||||||||||
Shares issued price per share | $ 0.04 | $ 0.06 | |||||||||
Stock Issued During Period, Shares, New Issues | 256,186 | ||||||||||
Ransom Jones [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt, interest rate | 10.00% | 10.00% | |||||||||
Debt discount | $ 101 | $ 1,852 | |||||||||
Debt instrument face amount | $ 3,433 | $ 25,000 | |||||||||
Ransom Jones [Member] | Common Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Number of Shares to be issued | 224,128 | ||||||||||
Shares issued price per share | $ 0.02 | $ 0.04 | |||||||||
Stock Issued During Period, Shares, New Issues | 285,868 | 6,867 | 50,000 | ||||||||
Ransom Jones [Member] | Common Stock [Member] | Promissory Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Number of Shares to be issued | 224,128 | 224,128 | |||||||||
Kent Harer [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt, interest rate | 18.00% | 18.00% | 10.00% | 10.00% | |||||||
Debt discount | $ 283 | $ 8,014 | $ 147 | $ 1,852 | |||||||
Debt instrument face amount | 5,000 | $ 142,934 | $ 5,000 | $ 25,000 | |||||||
Kent Harer [Member] | Promissory Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt discount | $ 6,343 | ||||||||||
Kent Harer [Member] | Common Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Shares issued price per share | $ 0.03 | $ 0.03 | $ 0.02 | $ 0.04 | |||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 10,000 | 50,000 | ||||||||
Kevin Jones A Director and Shareholder [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt, interest rate | 18.00% | 18.00% | 18.00% | ||||||||
Debt discount | $ 3,962 | $ 2,795 | $ 293 | ||||||||
Debt instrument face amount | 70,000 | $ 95,352 | $ 10,000 | ||||||||
Kevin Jones A Director and Shareholder [Member] | Promissory Note [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt instrument face amount | $ 112,064 | ||||||||||
Kevin Jones A Director and Shareholder [Member] | Common Stock [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Shares issued price per share | $ 0.03 | $ 0.02 | $ 0.02 | ||||||||
Stock Issued During Period, Shares, New Issues | 140,000 | 190,704 | 20,000 | ||||||||
Settlement Agreement [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,000 | ||||||||||
Debt Instrument, Frequency of Periodic Payment | 60 | ||||||||||
Secured Notes Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt, interest rate | 18.00% | 18.00% | 18.00% | ||||||||
Secured Debt | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||
Debt discount | $ 13,430 | $ 13,430 | $ 13,153 | ||||||||
Secured Convertible Note Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt Instrument, Issuance Date | Sep. 14, 2018 | Sep. 14, 2018 | |||||||||
Unsecured Convertible Note Payable [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt, interest rate | 4.50% | 4.50% | 4.50% | ||||||||
Debt Instrument, Issuance Date | Dec. 20, 2017 | Dec. 20, 2017 | |||||||||
Debt Instrument, Maturity Date | Jan. 8, 2018 | Jan. 8, 2018 | |||||||||
Notes Payable, Other Payables [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Debt, interest rate | 7.70% | 7.70% | 7.70% | ||||||||
Debt Instrument, Maturity Date | Aug. 15, 2022 | Aug. 15, 2022 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 26, 2019 | Mar. 06, 2019 | Dec. 20, 2018 | Sep. 14, 2018 | Dec. 20, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||||||||
Total notes payable related parties | $ 2,741,325 | $ 2,411,605 | |||||||
Total notes payable and convertible notes payable | $ 336,667 | $ 886,667 | |||||||
Common stock per share value | $ 0.0001 | $ 0.0001 | |||||||
Proceeds from convertible promissory note | $ 166,667 | $ 171,000 | |||||||
Debt Instrument, Interest Rate Terms | 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 | ||||||||
Debt Instrument, Unamortized Discount | 13,430 | $ 13,153 | |||||||
Mabert LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Working capital and general corporate expenses | $ 1,500,000 | ||||||||
Settlement Agreement [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Total notes payable related parties | [1] | 170,000 | 195,000 | ||||||
Debt Instrument, Periodic Payment, Principal | 5,000 | ||||||||
Settlement Agreement [Member] | Southwest Capital Funding Ltd [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | $ 525,000 | ||||||||
Debt Instrument, Term | 3 years | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.70% | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | ||||||||
Settlement Agreement [Member] | Wildcat Consulting Group L L C [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Loss Contingency, Damages Sought, Value | $ 300,000 | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,000 | ||||||||
Amended Loan Agreement [Member] | Mabert LLC [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Working capital and general corporate expenses | $ 5,000,000 | ||||||||
Common stock per share value | $ 0.01 | ||||||||
Common stock conversion basis | initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. | ||||||||
Secured Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Total notes payable related parties | [2] | 2,741,325 | 2,411,605 | ||||||
Debt Instrument, Unamortized Discount | $ 13,430 | $ 13,153 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | |||||||
Unsecured Convertible Note Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Total notes payable related parties | [3] | $ 166,667 | $ 166,667 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.50% | 4.50% | |||||||
Notes Payable, Other Payables [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Total notes payable related parties | $ 525,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.70% | 7.70% | |||||||
[1] | On March 6, 2019, the Company entered into Settlement Agreement with Wildcat Consulting Group LLC (“Wildcat”), as settlement of a consulting agreement lawsuit the Company agreed to pay Wildcat a total of $ 300,000 5,000 | ||||||||
[2] | 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 5,000,000 0.01 initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. | ||||||||
[3] | On December 20, 2017, the Company issued a convertible promissory note for $ 166,667 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 – Notes Payable and Convertible Notes Payable. |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | Apr. 02, 2021 | Jan. 02, 2021 | Oct. 02, 2020 | Aug. 28, 2020 | Jul. 02, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Multiemployer Plan [Line Items] | |||||||||||||
Debt Instrument, Unamortized Discount | $ 13,430 | $ 13,430 | $ 13,153 | ||||||||||
Amortization of Debt Discount (Premium) | 18,325 | $ 146,891 | |||||||||||
Stockholder's advance | $ 142,934 | ||||||||||||
Proceeds from Contributed Capital | 286,313 | 130,074 | |||||||||||
Conversion of Stock, Amount Converted | 329,997 | ||||||||||||
Common Stock [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 4,766,667 | 1,200,000 | 375,000 | 600,000 | |||||||||
Forecast [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Conversion of Stock, Amount Converted | $ 99,250 | ||||||||||||
Mabert LLC [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Amortization of Debt Discount (Premium) | 13,430 | $ 43,531 | |||||||||||
Mabert LLC [Member] | Loan Agreement [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Proceeds from Related Party Debt | 2,754,755 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 13,430 | 13,430 | |||||||||||
Debt Instrument, Face Amount | 2,741,325 | 2,741,325 | |||||||||||
Mr Jones And His Wife [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Proceeds from Related Party Debt | $ 99,250 | $ 2,385,701 | |||||||||||
Kevin Jones A Director and Shareholder [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Debt Instrument, Unamortized Discount | $ 3,962 | $ 2,795 | $ 293 | ||||||||||
Debt Instrument, Face Amount | $ 70,000 | $ 95,352 | $ 10,000 | ||||||||||
Kevin Jones A Director and Shareholder [Member] | Common Stock [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 140,000 | 190,704 | 20,000 | ||||||||||
Ransom Jones [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Debt Instrument, Unamortized Discount | $ 101 | $ 1,852 | |||||||||||
Debt Instrument, Face Amount | $ 3,433 | $ 25,000 | |||||||||||
Ransom Jones [Member] | Common Stock [Member] | |||||||||||||
Multiemployer Plan [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 285,868 | 6,867 | 50,000 |
NOTES PAYABLE AND CONVERTIBLE_2
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 20, 2019 | Sep. 26, 2019 | Dec. 20, 2018 | Jun. 30, 2021 |
Southwest Capital Funding Ltd [Member] | Settlement Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt stated interest rate | 7.70% | |||
Debt Instrument, Term | 3 years | |||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | |||
Southwest Capital Funding Ltd [Member] | Settlement Agreement [Member] | Restricted Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||
Shares Issued, Price Per Share | $ 0.05 | |||
Convertible Promissory Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument monthly payment | $ 80,000 | $ 86,667 | ||
Debt conversion price | $ 0.08 | |||
Debt conversion, shares issued | 1,000,000 | 1,083,333 | 2,083,325 | |
Debt conversion, value | $ 80,000 | $ 86,667 | ||
Debt conversion 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. | |||
Debt instrument related to beneficial conversion feature | $ 27,083 | |||
Market price | $ 0.093 | |||
Convertible Promissory Note [Member] | Tunstall Canyon Group L L C [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 166,667 | |||
Debt stated interest rate | 4.50% | |||
Settlement Agreement [Member] | Southwest Capital Funding Ltd [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 525,000 | |||
Debt stated interest rate | 7.70% | |||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | |||
Debt Instrument, Maturity Date | Aug. 15, 2022 |
CAPITAL STRUCTURE (Details Narr
CAPITAL STRUCTURE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | |
Class of Stock [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||||
Common stock, shares outstanding | 342,690,872 | 335,268,075 | |||||
Stock issued during period, restricted stock, shares | 6,222,797 | 904,711 | |||||
Number of loan conversion shares | 529,711 | ||||||
Common stock, shares issued | 335,268,075 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants expired | 4,000,000 | ||||||
Convertible Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued price per share | $ 0.06 | $ 0.01 | |||||
Number of loan conversion shares | 857,737 | ||||||
Restricted Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, restricted stock, shares | 13,824,607 | ||||||
Dean Goekel [Member] | Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | ||||||
Dean Goekel [Member] | Warrant [Member] | June Twenty Twenty Two [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding | 3,000,000 | 7,000,000 | |||||
Warrants exercise price | $ 0.03 | ||||||
Promissory Notes [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued price per share | $ 0.05 | $ 0.085 | |||||
Stock Issued During Period, Shares, New Issues | 973,630 | ||||||
Number of loan conversion shares | 1,460,260 | ||||||
Promissory Notes [Member] | Kevin Jones [Member] | |||||||
Class of Stock [Line Items] | |||||||
[custom:NumberOfSharesToBeIssued-0] | 224,128 | ||||||
Accredited investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, restricted stock, shares | 600,000 | ||||||
Shares issued price per share | $ 0.10 | ||||||
Number of loan conversion shares | 3,906,610 | ||||||
Loan conversion of price per share | $ 0.047 | ||||||
Private Placement [Member] | Five Accredited Investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, restricted stock, shares | 4,766,667 | ||||||
Shares issued price per share | $ 0.04 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 173,000 | ||||||
Shares To Be Issued For Consulting Fees | 482,500 | ||||||
[custom:ConsultingFeesPricePerShare] | $ 0.03 | ||||||
Private Placement [Member] | One Accredited Investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
[custom:NumberOfSharesToBeIssued-0] | 200,000 | ||||||
Private Placement [Member] | Accredited investor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock issued during period, restricted stock, shares | 1,200,000 | 375,000 | |||||
Shares issued price per share | $ 0.03 | $ 0.04 | |||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 36,000 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized | 500,000,000 | 300,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 14, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||
Amortization of Debt Discount (Premium) | $ 18,325 | $ 146,891 | |||
Notes Payable | 336,667 | $ 886,667 | |||
Due to Related Parties | 142,934 | ||||
Kevin Jones [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 99,250 | 128,093 | |||
Ransom Jones And Kent Harer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 181,093 | ||||
Ransom Jones [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 25,000 | ||||
Kent Harer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 28,000 | ||||
Mabert LLC Loan Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 2,754,755 | ||||
Amortization of Debt Discount (Premium) | 13,430 | ||||
Mabert LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital and general corporate expenses | $ 1,500,000 | ||||
Amortization of Debt Discount (Premium) | 13,430 | $ 43,531 | |||
Mabert LLC [Member] | Amended Loan Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital and general corporate expenses | $ 5,000,000 | ||||
Eight Shareholders Including Mr Jones [Member] | Mabert LLC Loan Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest Payable | $ 788,488 | ||||
Kevin Jones His Late Wife His Company And Six Other Shareholders [Member] | |||||
Related Party Transaction [Line Items] | |||||
Notes Payable | 2,385,701 | ||||
Two Current Executives Two Former Executive And One Current Employee [Member] | |||||
Related Party Transaction [Line Items] | |||||
Deferred compensation expenses | 1,959,005 | ||||
OPM Green Energy LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties | $ 412,885 | $ 412,885 | |||
Related Party Transaction, Description of Transaction | 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 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Oct. 19, 2019USD ($) | Apr. 01, 2019USD ($)$ / sharesshares | May 10, 2018USD ($)$ / sharesshares | Feb. 06, 2018USD ($)shares | Feb. 29, 2020USD ($)$ / shares | Sep. 30, 2014USD ($) | Aug. 31, 2012USD ($)shares | Jun. 30, 2021USD ($)ft²$ / sharesshares | Jun. 30, 2020shares | Jun. 30, 2021USD ($)ft²$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares |
Loss Contingencies [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Number of restricted common stock | shares | 6,222,797 | 904,711 | ||||||||||
Accrued management fees | $ 1,301,964 | $ 1,301,964 | $ 1,301,964 | |||||||||
Loss Contingency Damages Paid | $ 90,378 | |||||||||||
Capital expenditures | $ 78,000 | |||||||||||
Original 2012 Acquisition Agreement [Member] | Greer Family Trust [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of common stock for acquisition | shares | 3,750,000 | |||||||||||
Office Space [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Area of square feet | ft² | 600 | 600 | ||||||||||
Base rate per month | $ 949 | |||||||||||
Annual maintenance fees | 11,880 | |||||||||||
Employment Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||
Employment Agreement [Member] | Greenway Innovative Energy Inc [Member] | Greer Family Trust [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of restricted common stock | shares | 3,000,000 | |||||||||||
Employment Agreement [Member] | Ray Wright [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Compensation cost | $ 180,000 | $ 90,000 | 45,000 | |||||||||
Employment Agreement [Member] | Ransom Jones [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
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] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Bonus amount | $ 35,000 | |||||||||||
Employment Agreement [Member] | Ryan Turner [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Compensation cost | $ 80,000 | $ 150,000 | ||||||||||
Number of restricted common stock | shares | 2,500,000 | |||||||||||
Stock issued price | $ / shares | $ 0.06 | |||||||||||
Acquisition Agreement [Member] | Greenway Innovative Energy Inc [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of restricted common stock | shares | 7,500,000 | |||||||||||
Production of fuels per day, description | producing 2,000 barrels of diesel or jet fuel per day | |||||||||||
Percentage of royalty on gross production sales | 2.00% | |||||||||||
Settlement Agreement [Member] | Greenway Innovative Energy Inc [Member] | Greer Family Trust [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Number of restricted common stock | shares | 3,750,000 | |||||||||||
Percentage of royalty on gross production sales | 2.00% | |||||||||||
Settlement Agreement [Member] | Greenway Innovative Energy Inc [Member] | Greer Family Trust [Member] | Promissory Notes [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Debt instrument face amount | $ 150,000 | |||||||||||
Separation Agreements [Member] | Richard Halden And Randy Moseley [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Accrued management fees | $ 1,301,964 | $ 1,301,964 | ||||||||||
Sponsored Research Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Capital expenditures | $ 120,000 | |||||||||||
Capital expenditure, description | The term of the agreement is through February 15, 2022. The first payment under the SRA was made in March 2021 for $30,000. Going forward on the 15th of each month we will pay UTA $15,454.54 through February 15, 2022, for a total commitment of $200,000. For the six-months ended June 30, 2021, we have paid UTA a total of $78,000. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | 2 Months Ended |
Aug. 16, 2021$ / sharesshares | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, New Issues | 424,128 |
Promissory Note [Member] | Kevin Jones [Member] | |
Subsequent Event [Line Items] | |
Debt Conversion, Converted Instrument, Shares Issued | 224,128 |
Private Placement [Member] | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 200,000 |
Shares Issued, Price Per Share | $ / shares | $ 0.05 |