Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
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 | 348,894,167 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 37,516 | $ 1,628 |
Prepaid Expenses | 140 | 11,235 |
Total Current Assets | 37,656 | 12,863 |
Total Assets | 37,656 | 12,863 |
Current Liabilities | ||
Accounts payable | 716,602 | 805,237 |
Advances - related parties | 142,936 | 142,934 |
Accrued severance expense | 1,301,964 | 1,301,964 |
Accrued expenses | 1,069,296 | 860,368 |
Accrued expenses - related parties | 2,006,902 | 1,797,818 |
Accrued interest payable (includes related parties interest of $911,062 and $562,890 respectively) | 1,011,046 | 650,480 |
Notes payable and convertible notes payable | 846,667 | 886,667 |
Notes payable - related parties (Net of debt discount of $16,439 and $13,153 respectively) | 2,737,566 | 2,411,605 |
Total Current Liabilities | 9,832,979 | 8,857,073 |
Total Liabilities | 9,832,979 | 8,857,073 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Deficit | ||
Common stock 500,000,000 shares authorized, par value $0.0001, 346,602,500 and 335,268,075 outstanding at September 30, 2021 and December 31, 2020, respectively | 34,660 | 33,527 |
Additional paid-in capital | 24,583,753 | 24,123,925 |
Common stock to be issued | 37,189 | 36,384 |
Subscription receivable - warrants | (16,245) | (16,245) |
Accumulated deficit | (34,434,680) | (33,021,801) |
Total Stockholders’ Deficit | (9,795,323) | (8,844,210) |
Total Liabilities & Stockholder’s Deficit | $ 37,656 | $ 12,863 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accrued Related Party Interest | $ 911,062 | $ 562,890 |
Debt discount | $ 16,439 | $ 13,153 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 346,602,500 | 335,268,075 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses | ||||
General and administrative | 277,285 | 312,444 | 845,384 | 890,946 |
Research and development | 48,000 | 126,000 | ||
Total Expense | 325,285 | 312,444 | 971,384 | 890,946 |
Operating loss | (325,285) | (312,444) | (971,384) | (890,946) |
Other income (expenses) | ||||
Gain/(loss) on change in fair value of derivative | (14,741) | 53,023 | ||
Interest expense | (149,360) | (192,391) | (441,495) | (564,668) |
Gain on settlement of accounts payable | 809 | |||
Gain/(loss) on debt settlement | 28,916 | 28,916 | ||
Reserve for equity method investment receivable | (412,885) | (412,885) | ||
Convertible debt derivative expense | (33,978) | |||
Total other income / (expense) | (149,360) | (591,101) | (441,495) | (928,783) |
Loss before income taxes | (474,645) | (903,545) | (1,412,879) | (1,819,729) |
Provision for income taxes | ||||
Net loss | $ (474,645) | $ (903,545) | $ (1,412,879) | $ (1,819,729) |
Net loss per share | ||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted average shares outstanding | ||||
Basic and diluted | 344,700,161 | 312,676,102 | 340,789,074 | 309,479,888 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholder's 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) |
Shares issued for cashless Warrant conversions | $ 86 | 8,491 | (8,577) | |||
Shares issued for cashless Warrant conversions, shares | 857,737 | |||||
Shares issued for loan conversion | $ 391 | 311,984 | (312,375) | |||
Shares issued for loan conversion, shares | 3,906,610 | |||||
Shares issued for promissory note fees shares, shsres | 1,460,260 | |||||
Shares issued for stock-based compensation | $ 700 | 419,300 | (420,000) | |||
Shares issued for stock-based compensation, shares | 7,000,000 | |||||
Shares issued for Private Placement | $ 60 | 59,940 | 60,000 | |||
Shares issued for private plecement, shares | 600,000 | |||||
Shares to be issued for settlement of accrued legal expenses | 31,603 | 31,603 | ||||
Net loss | (562,749) | (562,749) | ||||
Shares to be issued for promissory note fees | 146 | 124,706 | (124,852) | |||
Ending balance, value at Mar. 31, 2020 | $ 31,536 | 23,635,053 | 42,504 | (16,245) | (31,042,578) | (7,349,730) |
Balance, shares at Mar. 31, 2020 | 310,473,284 | |||||
Shares to be issued for Promissory Note Fees | 10,901 | 10,901 | ||||
Beginning balance, value at Dec. 31, 2019 | 30,153 | 22,710,632 | 857,227 | (7,668) | (30,479,829) | (6,889,485) |
Net loss | (1,819,729) | |||||
Shares to be issued for promissory note fees | 24,093 | |||||
Ending balance, value at Sep. 30, 2020 | $ 32,109 | 23,799,320 | 24,093 | (16,245) | (32,299,557) | (8,460,280) |
Balance, shares at Sep. 30, 2020 | 316,201,763 | |||||
Beginning balance, value at Mar. 31, 2020 | $ 31,536 | 23,635,053 | 42,504 | (16,245) | (31,042,578) | $ (7,349,730) |
Balance, shares at Mar. 31, 2020 | 310,473,284 | |||||
Shares issued for loan conversion, shares | 529,711 | |||||
Shares issued for Private Placement | $ 37 | 14,963 | $ 15,000 | |||
Shares issued for private plecement, shares | 375,000 | |||||
Shares to be issued for settlement of accrued legal expenses | $ 53 | 31,550 | (31,603) | |||
Shares to be issued for settlement of accured legal expenses, shares | 529,711 | |||||
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) |
Balance, shares at Jun. 30, 2020 | 311,377,995 | |||||
Shares issued for loan conversion | $ 483 | 117,754 | 118,237 | |||
Shares issued for loan conversion, shares | 4,823,768 | |||||
Net loss | (903,545) | (903,545) | ||||
Shares to be issued for promissory note fees | 13,192 | 13,192 | ||||
Ending balance, value at Sep. 30, 2020 | $ 32,109 | 23,799,320 | 24,093 | (16,245) | (32,299,557) | (8,460,280) |
Balance, shares at Sep. 30, 2020 | 316,201,763 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 33,527 | 24,123,925 | 36,384 | (16,245) | (33,021,801) | (8,844,210) |
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 plecement, 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) |
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) |
Balance, shares at Dec. 31, 2020 | 335,268,075 | |||||
Net loss | (1,412,879) | |||||
Shares to be issued for promissory note fees | 54,986 | |||||
Ending balance, value at Sep. 30, 2021 | $ 34,660 | 24,583,753 | 37,189 | (16,245) | (34,434,680) | (9,795,323) |
Balance, shares at Sep. 30, 2021 | 346,602,500 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 33,647 | 24,159,805 | 47,398 | (16,245) | (33,486,407) | (9,261,802) |
Balance, shares at Mar. 31, 2021 | 336,468,075 | |||||
Shares to be issued for promissory note fees | $ 97 | 48,546 | (44,398) | 4,245 | ||
Shares issued for consulting fees | $ 48 | 14,427 | (3,000) | 11,475 | ||
Shares issued for promissory note fees, shares | 482,500 | |||||
Shares issued for promissory note fees shares, shsres | 973,630 | |||||
Shares issued for Private Placement | 10,000 | 10,000 | ||||
Shares issued for private plecement, shares | 4,766,667 | |||||
Net loss | (473,628) | (473,628) | ||||
Shares to be issued for promissory note fees | 6,343 | 6,343 | ||||
Shares issued for private placement | 477 | 172,523 | 173,000 | |||
Ending balance, value at Jun. 30, 2021 | $ 34,269 | 24,395,301 | 16,343 | (16,245) | (33,960,035) | (9,530,367) |
Balance, shares at Jun. 30, 2021 | 342,690,872 | |||||
Shares to be issued for promissory note fees | 12,189 | 12,189 | ||||
Shares issued for promissory note fees shares, shsres | 224,128 | |||||
Shares issued for Private Placement | $ 369 | 182,131 | (10,000) | 172,500 | ||
Shares issued for private plecement, shares | 3,687,500 | |||||
Net loss | (474,645) | (474,645) | ||||
Shares to be issued for promissory note fees | 22 | 6,321 | (6,343) | |||
Shares to be issued for private placement | 25,000 | 25,000 | ||||
Ending balance, value at Sep. 30, 2021 | $ 34,660 | $ 24,583,753 | $ 37,189 | $ (16,245) | $ (34,434,680) | $ (9,795,323) |
Balance, shares at Sep. 30, 2021 | 346,602,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,412,879) | $ (1,819,729) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of derivatives | (53,023) | |
Amortization of debt discount | 27,505 | 195,874 |
Derivative expense | 33,978 | |
Share based consulting fees | 14,475 | |
Debt settlement | (28,916) | |
Gain on settlement of accounts payable | (809) | |
Reserve for equity method investment receivable | 412,885 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 11,095 | (609) |
Accrued expenses | 221,322 | |
Accrued expenses - related parties | 557,256 | 596,767 |
Accounts payable | (88,635) | 114,949 |
Net Cash Used in Operating Activities | (669,861) | (548,633) |
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 notes payable - related parties | (100,000) | |
Payments on other notes payable | (40,000) | (50,000) |
Advances - other | 20,000 | |
Proceeds from sale of common stock | 416,500 | 75,000 |
Proceeds from stockholder advances | 429,249 | 240,859 |
Net Cash Provided by Financing Activities | 705,749 | 558,692 |
Net Increase (Decrease) in Cash | 35,888 | (14,941) |
Cash Beginning of Period | 1,628 | 16,043 |
Cash End of Period | 37,516 | 1,102 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash Paid during the period for interest | 49,046 | 16,779 |
Cash Paid during the period for taxes | 952 | |
Non-Cash investing and financing activities | ||
New debt discount from convertible notes | 204,978 | |
Subscription receivables - warrants | 16,245 | |
Loan conversion (fair value of shares issued: $0 and $118,237) | 76,542 | |
Discount related to shares issued for promissory note fees | 30,791 | |
Conversion of stockholder advances – related parties to notes payable | 429,247 | 178,093 |
Shares issued for promissory note fees | 54,986 | 24,093 |
Shares issued for legal expense | $ 31,603 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Loan conversion fair value of shares issued | $ 0 | $ 118,237 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 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% 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 | 9 Months Ended |
Sep. 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 September 30, 2021, we have an accumulated deficit of $ 34,434,680 1,412,879 669,861 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2021, shares issuable upon the exercise of warrants ( 3,000,000 2,083,333 823,500 8,000,000 3,616,539 356,186 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 September 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 measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 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 September 30, 2021 Derivative Liabilities $ - $ - $ - December 31, 2020 Derivative 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 nine months ended September 30, 2021, the Company did not have a derivative or derivative activity. The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: The change in the convertible notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2020, is as follows: SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE Fair Value Change in New (Gain)/loss on Settlement Conversions Fair Value Derivative Liabilities $ - $ (53,023 ) $ 204,978 $ (28,916 ) $ (42,616 ) $ 80,423 Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation Concentration and Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $ 250,000 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 0 126,000 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 | 9 Months Ended |
Sep. 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 September 30, 2021 December 31, 2020 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 4,015 4,015 Less accumulated depreciation (4,015 ) (4,015 ) $ 0 $ 0 Depreciation expense was $ 0 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES | 9 Months Ended |
Sep. 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 September 30, 2021 and December 31, 2020 respectively: SCHEDULE OF NOTES PAYABLE September 30, December 31, 2,737,566 2,411,605 Secured notes payable with related parties at 18 September 14, 2018 5,000,000 16,439 13,153 $ 2,737,566 $ 2,411,605 Total notes payable related parties $ 2,737,566 $ 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 525,000 525,000 Settlement agreement to pay $ 5,000 60 155,000 195,000 Total notes payable and convertible notes payable $ 846,667 $ 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 , subsequently amended to a maximum of $ 5,000,000 . Mabert LLC is a Texas limited liability company, owned by Director and stockholder, Kevin Jones, and his late wife Christine Early (for each and all references herein forward, “Mabert”). The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. For each Promissory Note loan made under the Loan Agreement, as a cost to each note, the Company agreed to issue warrants and/or stock for Common Stock valued at $ 0.01 per share on an initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. Under the Loan Agreement, various private lenders have loaned gross loan proceeds of $ 2,754,005 (excluding a debt discount of $ 16,439 , for a net $ 2,737,566 book debt) through September 30, 2021. Mr. Jones, and his late wife have loaned $ 2,821,586 from inception through September 30, 2021, including $ 142,936 in the three-month period ended September 30, 2021, and have received $ 100,000 in loan repayments. Pursuant to ACS 470, the fair value attributable to a discount on the debt is $ 16,439 and $ 26,389 for the nine months ended September 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 $ 142,934 429,249 429,247 100,000 142,936 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 On July 1, 2021, the Company executed a Promissory Note under the Loan Agreement with Kevin Jones, a Director and shareholder for $ 99,250 18% 198,500 $0.07 $12,189 224,128 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 September 2021. (2) On December 20, 2017, the Company issued a convertible promissory note for $ 166,667 , fully payable by December 20, 2019. This loan is in default for breach of payment. By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term. See Note 6 – 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. As of August 15, 2021, the maturity date of the note is one year and thus the Company reclassed the note to current liabilities for the period ended September 30, 2021. Since the note was issued, four 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 , payable in sixty monthly installments of $ 5,000 per month beginning March 2019 and continuing each month until the settlement is paid in full. |
NOTES PAYABLE AND CONVERTIBLE N
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 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 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 result in a derivative. The Company evaluated the terms of the convertible note and concluded that there was a beneficial conversion feature since the convertible note was convertible into shares of common stock at a discount to the market value of the common stock. 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 three 7.7 18 August 15, 2022 1,000,000 0.05 rd See Note 5 – Convertible Notes Payable and Notes Payable Related Parties. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | NOTE 8 – CAPITAL STRUCTURE The Company is authorized to issue 500,000,000 .0001 Common Stock At September 30, 2021, there were 346,602,500 During the three-months ended September 30, 2021, the Company: issued 3,911,628 3,687,500 0.05 182,500 224,128 0.03 198,500 625,000 During the three-months ended June 30, 2021, the Company: issued 6,222,797 4,766,667 0.04 173,000 482,500 0.03 973,630 0.05 During the three-months ended March 31, 2021, the Company: issued 1,200,000 0.03 36,000 During the three-months ended September 30, 2020, the Company issued 4,823,768 0.02 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 September 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 3,000,000 0.03 1,000,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 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 5,000,000 2,754,005 16,439 911,062 See Note 5 – Convertible Notes Payable and Notes Payable Related Parties. Through Mabert, as of September 30, 2021, Mr. Jones along with his late wife and his company have loaned $ 2,678,651 For the period ended September 30, 2021, the Company accrued expenses for related parties of $ 2,006,902 Through the period ended September 30, 2021, the Company received $ 142,936 in cash advances (net of conversions to notes payable) from one of our directors, Kevin Jones, a greater than 5% shareholder. Through the period ended September 30, 2020, the Company received $ 113,785 in cash and payment advances from four directors, Michael Wykrent, Ransom Jones, Kent Harer and Kevin Jones, a greater than 5% shareholder, in the amounts of $ 10,000 , $ 3,433 , $ 5,000 and $ 95,352 respectively. These amounts have been accrued as Advances - related parties for the periods. Through the periods ended September 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 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 per year, to manage the Company’s Business Development and Investor Relations functions. Turner reports to the President of Greenway Technologies and is entitled to a no-cost grant of common stock equal to 2,500,000 shares of the Company’s Rule 144 restricted common stock, par value $ .0001 per share, valued at $ .06 per share, or $ 150,000 , which was expensed as of the effective date of the agreement. Such stock-based compensation shares were physically issued in February 2020. Mr. Turner is no longer with the Company. 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 The jurisdiction for the case was moved to Tarrant County District Count, Fort Worth, Texas. While fully reserved, Greenway vigorously disputes the total amount claimed. Greenway has asserted counterclaims based upon alleged conflicts of interest, breaches of fiduciary duty and violations of the Texas Deceptive Trade Practices Act (“DTPA”). During the fourth quarter of 2021, the two parties met for mediation but no conclusion was reached. Greenway is confident in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims. On September 7, 2021, the Company was served with a demand for mediation and potential arbitration by Gregory Sanders, a previous employee of the Company. The demand claims Mr. Sanders had an employment agreement with the Company entitling him to certain compensation payments under the contract. No conclusion was met during mediation which occurred in the fourth quarter of 2021. Greenway is confident in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims. 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 126,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11- SUBSEQUENT EVENTS Effective November 3, 2021, Kevin Jones resigned from the Board of Directors for the Company. From October 1, 2021 through November 15, 2021, the Company issued 2,291,667 shares of Rule 144 restricted Common Stock issued in private placements to three accredited investors at an average price of $ 0.03 per share. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2021, shares issuable upon the exercise of warrants ( 3,000,000 2,083,333 823,500 8,000,000 3,616,539 356,186 |
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 September 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 Fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the FASB, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities, as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three levels as follows: Level 1 – Valuation based on unadjusted quoted market prices in active markets for identical assets or liabilities. Level 2 – Valuation based on, observable inputs (other than level one prices), quoted market prices for similar assets such as at the measurement date; quoted prices in the market that are not active; or other inputs that are observable, either directly or indirectly. Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at September 30, 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 September 30, 2021 Derivative Liabilities $ - $ - $ - December 31, 2020 Derivative 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 nine months ended September 30, 2021, the Company did not have a derivative or derivative activity. The following assets and liabilities are measured on the balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: The change in the convertible notes payable derivative liabilities at fair value for the nine-month period ended September 30, 2020, is as follows: SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE Fair Value Change in New (Gain)/loss on Settlement Conversions Fair Value Derivative Liabilities $ - $ (53,023 ) $ 204,978 $ (28,916 ) $ (42,616 ) $ 80,423 |
Stock Based Compensation | Stock Based Compensation The Company follows Accounting Standards Codification subtopic 718-10, Compensation |
Concentration and Credit Risk | Concentration and Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places its cash with high credit quality institutions. At times, such deposits may be in excess of the FDIC insurance limit of $ 250,000 |
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 0 126,000 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) | 9 Months Ended |
Sep. 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) | 9 Months Ended |
Sep. 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 September 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 September 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 nine-month period ended September 30, 2020, is as follows: SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE Fair Value Change in New (Gain)/loss on Settlement Conversions Fair Value Derivative Liabilities $ - $ (53,023 ) $ 204,978 $ (28,916 ) $ (42,616 ) $ 80,423 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT | SCHEDULE OF PROPERTY PLANT, AND EQUIPMENT Range of Lives September 30, 2021 December 31, 2020 Equipment 5 $ 2,032 $ 2,032 Furniture and fixtures 5 1,983 1,983 4,015 4,015 Less accumulated depreciation (4,015 ) (4,015 ) $ 0 $ 0 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Convertible notes payable, including notes payable to related parties consisted of the following at September 30, 2021 and December 31, 2020 respectively: SCHEDULE OF NOTES PAYABLE September 30, December 31, 2,737,566 2,411,605 Secured notes payable with related parties at 18 September 14, 2018 5,000,000 16,439 13,153 $ 2,737,566 $ 2,411,605 Total notes payable related parties $ 2,737,566 $ 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 525,000 525,000 Settlement agreement to pay $ 5,000 60 155,000 195,000 Total notes payable and convertible notes payable $ 846,667 $ 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 , subsequently amended to a maximum of $ 5,000,000 . Mabert LLC is a Texas limited liability company, owned by Director and stockholder, Kevin Jones, and his late wife Christine Early (for each and all references herein forward, “Mabert”). The loan is fully secured, Mabert having filed a UCC-1 with the State of Texas. For each Promissory Note loan made under the Loan Agreement, as a cost to each note, the Company agreed to issue warrants and/or stock for Common Stock valued at $ 0.01 per share on an initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. (2) On December 20, 2017, the Company issued a convertible promissory note for $ 166,667 , fully payable by December 20, 2019. This loan is in default for breach of payment. By its terms, the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term. See Note 6 – 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. As of August 15, 2021, the maturity date of the note is one year and thus the Company reclassed the note to current liabilities for the period ended September 30, 2021. Since the note was issued, four 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 , payable in sixty monthly installments of $ 5,000 per month beginning March 2019 and continuing each month until the settlement is paid in full. |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | Aug. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Equity Method Investment, Ownership Percentage | 100.00% |
SCHEDULE OF SUBSIDIARIES (Detai
SCHEDULE OF SUBSIDIARIES (Details) | 9 Months Ended | |
Sep. 30, 2021 | Aug. 31, 2012 | |
State of incorporation | TX | |
Ownership percentage | 100.00% | |
Greenway Technologies, Inc [Member] | ||
State of incorporation | TX | |
Relationship | Parent | |
Universal Media Corporation [Member] | ||
State of incorporation | WY | |
Relationship | Subsidiary | |
Ownership percentage | 100.00% | |
Greenway Innovative Energy, Inc. [Member] | ||
State of incorporation | NV | |
Relationship | Subsidiary | |
Ownership percentage | 100.00% | |
Logistix Technology Systems, Inc. [Member] | ||
State of incorporation | TX | |
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 | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||||||
Retained Earnings (Accumulated Deficit) | $ 34,434,680 | $ 34,434,680 | $ 33,021,801 | ||||||
Net Income (Loss) Attributable to Parent | $ 474,645 | $ 473,628 | $ 464,606 | $ 903,545 | $ 353,434 | $ 562,749 | 1,412,879 | $ 1,819,729 | |
Net Cash Provided by (Used in) Operating Activities | $ 669,861 | $ 548,633 |
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 ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value derivative liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value derivative liabilities |
SCHEDULE OF CHANGE IN NOTES PAY
SCHEDULE OF CHANGE IN NOTES PAYABLE AT FAIR VALUE (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Accounting Policies [Abstract] | |
Derivative liabilities, beginning balance | |
Change in Fair Value | (53,023) |
New Convertible Notes | 204,978 |
(Gain)/loss on Settlement | (28,916) |
Conversions | (42,616) |
Derivative liabilities, ending balance | $ 80,423 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Aug. 29, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2012 |
Equity method investment, ownership percentage | 100.00% | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||
FDIC insurance amount | 250,000 | 250,000 | |||||
Research and development expenses | 48,000 | $ 126,000 | |||||
Warrant [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,000,000 | 8,000,000 | |||||
Shares Convertible For Debt [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,083,333 | 3,616,539 | |||||
Shares Outstanding But Not Yet Issued [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 823,500 | 356,186 | |||||
OPM Green Energy LLC [Member] | Material Definitive Agreement [Member] | |||||||
Equity investment description | The Company contributed a limited license to use its proprietary and patented GTL technology for no actual cost basis in exchange for 42.86% (300 of 700 currently owned member units) revenue interest in OPMGE, expected to be later reduced to a 30% interest upon the completion of certain expected third-party investments for the remining 300 of 1,000 member units available. The Company evaluated its interest in OPMGE and determined that the Company does not control OPMGE. The Company accounts for its interest in OPMGE via the equity method of accounting. At September 30, 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 ($) | 9 Months Ended | |
Sep. 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 | ||
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment useful lives | 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 | |
Property and equipment, gross | $ 1,983 | $ 1,983 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0 | $ 0 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | |||
Total notes payable related parties | $ 2,737,566 | $ 2,411,605 | |
Total notes payable and convertible notes payable | 846,667 | 886,667 | |
Settlement Agreement [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable related parties | 155,000 | 195,000 | |
Secured Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable related parties | [1] | 2,737,566 | 2,411,605 |
Unsecured Convertible Note Payable [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable related parties | 166,667 | 166,667 | |
Notes Payable, Other Payables [Member] | |||
Short-term Debt [Line Items] | |||
Total notes payable related parties | $ 525,000 | $ 525,000 | |
[1] | On September 14, 2018, the Company entered into a loan agreement with a private company, Mabert LLC, acting as Agent for various private lenders (the “Loan Agreement”) for the purpose of funding working capital and general corporate expenses up to $ 1,500,000 |
SCHEDULE OF NOTES PAYABLE (De_2
SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($) | Sep. 26, 2019 | Mar. 06, 2019 | Dec. 20, 2018 | Sep. 14, 2018 | Dec. 20, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||
Debt discount | $ 16,439 | $ 13,153 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Conversion Basis | initial one-time basis at 3.67:1 and subsequently on a 2:1 basis for each dollar borrowed. | |||||||
Proceeds from Convertible Debt | $ 166,667 | $ 171,000 | ||||||
Debt Instrument, Interest Rate Terms | the cash interest payable increased to 18% per annum on December 20, 2018 and continues at such rate until the default is cured or is paid at term. | |||||||
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] | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,000 | |||||||
Debt Instrument, Frequency of Periodic Payment | 60 | |||||||
Settlement Agreement [Member] | Southwest Capital Funding Ltd [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.70% | |||||||
Debt discount | $ 525,000 | |||||||
Debt Instrument, Term | 3 years | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | |||||||
Settlement Agreement [Member] | Wildcat Consulting Group LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,000 | |||||||
Loss Contingency, Damages Sought, Value | $ 300,000 | |||||||
Amended Loan Agreement [Member] | Mabert LLC [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Working capital and general corporate expenses | $ 5,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||||
Secured Notes Payable [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | ||||||
Secured Debt | $ 5,000,000 | $ 5,000,000 | ||||||
Debt discount | $ 16,439 | $ 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 Instrument, Interest Rate, Stated Percentage | 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 Instrument, Interest Rate, Stated Percentage | 7.70% | 7.70% | ||||||
Debt Instrument, Maturity Date | Aug. 15, 2022 | Aug. 15, 2022 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE RELATED PARTIES (Details Narrative) - USD ($) | Jul. 02, 2021 | Apr. 02, 2021 | Jan. 02, 2021 | Oct. 02, 2020 | Aug. 28, 2020 | Jul. 02, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||||||||
Debt discount | $ 16,439 | $ 16,439 | $ 13,153 | ||||||||||||
Repayment of loan | 100,000 | ||||||||||||||
Amortization of Debt Discount (Premium) | 27,505 | $ 195,874 | |||||||||||||
Stockholder's advance | $ 142,934 | ||||||||||||||
Proceeds from Contributed Capital | 429,249 | 240,859 | |||||||||||||
Conversion of Stock, Amount Converted | $ 429,247 | 178,093 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Shares issued price per share | $ 0.02 | $ 0.02 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 3,687,500 | 4,766,667 | 1,200,000 | 375,000 | 600,000 | ||||||||||
Forecast [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Conversion of Stock, Amount Converted | $ 142,936 | ||||||||||||||
Mabert LLC [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Amortization of Debt Discount (Premium) | $ 16,439 | $ 26,389 | |||||||||||||
Mabert LLC [Member] | Loan Agreement [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from Related Party Debt | 2,754,005 | ||||||||||||||
Debt discount | $ 16,439 | 16,439 | |||||||||||||
Debt instrument face amount | 2,737,566 | 2,737,566 | |||||||||||||
Mr Jones And His Wife [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Proceeds from Related Party Debt | 142,936 | $ 2,821,586 | |||||||||||||
Repayment of loan | $ 100,000 | ||||||||||||||
Kevin Jones [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt discount | $ 9,488 | $ 10,901 | |||||||||||||
Debt instrument face amount | $ 128,093 | $ 101,823 | |||||||||||||
Debt, interest rate | 18.00% | 18.00% | |||||||||||||
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 discount | $ 101 | $ 1,852 | |||||||||||||
Debt instrument face amount | $ 3,433 | $ 25,000 | |||||||||||||
Debt, interest rate | 10.00% | 10.00% | |||||||||||||
Ransom Jones [Member] | Common Stock [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Shares issued price per share | $ 0.02 | $ 0.04 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 285,868 | 6,867 | 50,000 | ||||||||||||
Kent Harer [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt discount | $ 283 | $ 8,014 | $ 147 | $ 1,852 | |||||||||||
Debt instrument face amount | $ 5,000 | $ 142,934 | $ 5,000 | $ 25,000 | |||||||||||
Debt, interest rate | 18.00% | 18.00% | 10.00% | 10.00% | |||||||||||
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 discount | $ 3,962 | $ 2,795 | $ 293 | ||||||||||||
Debt instrument face amount | $ 70,000 | $ 95,352 | $ 10,000 | ||||||||||||
Debt, interest rate | 18.00% | 18.00% | 18.00% | ||||||||||||
Kevin Jones A Director and Shareholder [Member] | Promissory Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Debt discount | $ 12,189 | $ 6,343 | |||||||||||||
Debt instrument face amount | $ 99,250 | $ 112,064 | |||||||||||||
Debt, interest rate | 18.00% | 18.00% | |||||||||||||
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 | ||||||||||||
Kevin Jones A Director and Shareholder [Member] | Common Stock [Member] | Promissory Note [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Shares issued price per share | $ 0.07 | $ 0.03 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 198,500 | 224,128 | 224,128 |
NOTES PAYABLE AND CONVERTIBLE_2
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 20, 2019 | Sep. 26, 2019 | Dec. 20, 2018 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||||
Debt conversion, value | $ 0 | $ 118,237 | |||
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 ($) | Jul. 02, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares outstanding | 346,602,500 | 335,268,075 | ||||||
Stock issued during period, restricted stock, shares | 3,911,628 | 6,222,797 | 904,711 | |||||
Number of loan conversion shares | 529,711 | |||||||
Common stock, shares issued | 335,268,075 | |||||||
Warrant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrants expired | 4,000,000 | |||||||
Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock issued during period, restricted stock, shares | 4,823,768 | |||||||
Shares issued price per share | $ 0.02 | |||||||
Stock Issued During Period, Shares, New Issues | 3,687,500 | 4,766,667 | 1,200,000 | 375,000 | 600,000 | |||
Number of loan conversion shares | 4,823,768 | 3,906,610 | ||||||
Convertible Warrant [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued price per share | $ 0.06 | $ 0.01 | ||||||
Number of loan conversion shares | 857,737 | |||||||
Restricted Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock issued during period, restricted stock, shares | 13,824,607 | |||||||
Promissory Notes [Member] | ||||||||
Subsidiary, Sale 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 | |||||||
Kevin Jones [Member] | Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued price per share | $ 0.04 | $ 0.06 | ||||||
Number of Shares to be issued | 203,646 | |||||||
Stock Issued During Period, Shares, New Issues | 256,186 | |||||||
Kevin Jones [Member] | Promissory Notes [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of Shares to be issued | 198,500 | |||||||
Dean Goekel [Member] | Warrant [Member] | ||||||||
Subsidiary, Sale 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 2022 [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants outstanding | 3,000,000 | 7,000,000 | ||||||
Warrants exercise price | $ 0.03 | |||||||
Five Accredited Investor [Member] | Private Placement [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock issued during period, restricted stock, shares | 3,687,500 | 4,766,667 | ||||||
Shares issued price per share | $ 0.05 | $ 0.04 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 182,500 | $ 173,000 | ||||||
Shares To Be Issued For Consulting Fees | 224,128 | 482,500 | ||||||
Consulting Fees Price Per Share | $ 0.03 | $ 0.03 | ||||||
One Accredited Investor [Member] | Private Placement [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of Shares to be issued | 625,000 | |||||||
Accredited investor [Member] | ||||||||
Subsidiary, Sale 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 | |||||||
Accredited investor [Member] | Private Placement [Member] | ||||||||
Subsidiary, Sale 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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 14, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Amortization of Debt Discount (Premium) | $ 27,505 | $ 195,874 | ||
Notes Payable | 846,667 | $ 886,667 | ||
Due to Related Parties | 142,934 | |||
Kevin Jones [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | 142,936 | 95,352 | ||
Ransom Jones and Kent Harer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | 113,785 | |||
Michael Wykrent [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | 10,000 | |||
Ransom Jones [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | 3,433 | |||
Kent Harer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | 5,000 | |||
Mabert LLC Loan Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from Related Party Debt | 2,754,005 | |||
Amortization of Debt Discount (Premium) | 16,439 | |||
Mabert LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Working capital and general corporate expenses | $ 1,500,000 | |||
Amortization of Debt Discount (Premium) | 16,439 | $ 26,389 | ||
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 | 911,062 | |||
Kevin Jones His Late Wife His Company And Six Other Shareholders [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable | 2,678,651 | |||
Two Current Executives Two Former Executive And One Curren tEmployee [Member] | ||||
Related Party Transaction [Line Items] | ||||
Deferred compensation expenses | 2,006,902 | |||
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 | Sep. 30, 2021USD ($)ft²$ / sharesshares | Jun. 30, 2021shares | Jun. 30, 2020shares | Sep. 30, 2021USD ($)ft²$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares |
Loss Contingencies [Line Items] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Number of restricted common stock | shares | 3,911,628 | 6,222,797 | 904,711 | ||||||||||
Accrued management fees | $ 1,301,964 | $ 1,301,964 | $ 1,301,964 | ||||||||||
Loss Contingency, Damages Paid, Value | $ 90,378 | ||||||||||||
Capital expenditures | $ 126,000 | ||||||||||||
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 or Stated Value Per Share | $ / 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 or Stated Value Per Share | $ / 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 | ||||||||||||
Shares Issued, Price Per Share | $ / 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 nine-months ended September 30, 2021, we have paid UTA a total of $126,000. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Private Placement [Member] - Three Accredited Investors [Member] | 2 Months Ended |
Nov. 15, 2021$ / sharesshares | |
Subsequent Event [Line Items] | |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | shares | 2,291,667 |
Shares Issued, Price Per Share | $ / shares | $ 0.03 |