Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 19, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | (561) | |
Local Phone Number | 809-4644 | |
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 | 398,910,871 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 24,595 | |
Prepaids and other | 2,947 | |
Total Current Assets | 27,542 | |
Total Assets | 27,542 | |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,473,096 | 3,317,225 |
Accounts payable and accrued expenses - related parties | 3,959,558 | 3,799,452 |
Notes payable | 657,500 | 672,500 |
Convertible note payable - net | 166,667 | 166,667 |
Total Current Liabilities | 11,066,295 | 10,765,118 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ Deficit | ||
Common stock - $0.0001 par value, 500,000,000 shares authorized 391,610,871 and 382,610,871 shares issued and outstanding, respectively | 39,162 | 38,262 |
Additional paid-in capital | 25,657,131 | 25,498,031 |
Common stock to be issued | 5,000 | |
Accumulated deficit | (36,762,588) | (36,278,869) |
Total Stockholders’ Deficit | (11,066,295) | (10,737,576) |
Total Liabilities and Stockholders’ Deficit | 27,542 | |
Related Party [Member] | ||
Current Liabilities | ||
Notes payable - related parties - net | 2,805,774 | 2,805,774 |
Advances - related parties | $ 3,700 | $ 3,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 391,610,871 | 382,610,871 |
Common stock, shares outstanding | 391,610,871 | 382,610,871 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses | ||
General and administrative expenses | $ 330,591 | $ 237,999 |
Research and development | 16,000 | |
Total operating expenses | 330,591 | 253,999 |
Loss from operations | (330,591) | (253,999) |
Other income (expense) | ||
Interest expense | (153,128) | (141,410) |
Amortization of debt discount | (6,192) | |
Total other income (expense) - net | (153,128) | (147,602) |
Net loss | $ (483,719) | $ (401,601) |
Loss per share - basic and diluted | $ 0 | $ 0 |
Weighted average number of shares - basic and diluted | 388,477,538 | 356,226,074 |
Consolidated Statements of Chan
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 |
Balance at Dec. 31, 2021 | $ 35,506 | $ 24,842,907 | $ 17,189 | $ (16,245) | $ (34,766,177) | $ (9,886,820) |
Balance, shares at Dec. 31, 2021 | 355,060,834 | |||||
Stock issued for cash | $ 236 | 42,764 | 9,200 | 52,200 | ||
Stock issued for cash, shares | 2,366,666 | |||||
Net loss | (401,601) | (401,601) | ||||
Stock issued as debt issue costs | $ 20 | 12,169 | (10,198) | 1,991 | ||
Stock issued as debt issue costs, shares | 198,500 | |||||
Settlement of subscription receivable - warrants | 16,245 | 16,245 | ||||
Balance at Mar. 31, 2022 | $ 35,762 | 24,897,840 | 16,191 | (35,167,778) | (10,217,985) | |
Balance, shares at Mar. 31, 2022 | 357,626,000 | |||||
Balance at Dec. 31, 2021 | $ 35,506 | 24,842,907 | 17,189 | (16,245) | (34,766,177) | (9,886,820) |
Balance, shares at Dec. 31, 2021 | 355,060,834 | |||||
Balance at Dec. 31, 2022 | $ 38,262 | 25,498,031 | 5,000 | (36,278,869) | (10,737,576) | |
Balance, shares at Dec. 31, 2022 | 382,610,871 | |||||
Issuance of previously issuable shares | $ 25 | 4,975 | (5,000) | |||
Issuance of previously issuable share, shares | 250,000 | |||||
Stock issued for cash | $ 675 | 134,325 | 135,000 | |||
Stock issued for cash, shares | 6,750,000 | |||||
Stock issued for services - related party | $ 200 | 19,800 | 20,000 | |||
Stock issued for services - related party, shares | 2,000,000 | |||||
Net loss | (483,719) | (483,719) | ||||
Balance at Mar. 31, 2023 | $ 39,162 | $ 25,657,131 | $ (36,762,588) | $ (11,066,295) | ||
Balance, shares at Mar. 31, 2023 | 391,610,871 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Operating activities | |||
Net loss | $ (483,719) | $ (401,601) | |
Adjustments to reconcile net loss to net cash used in operations | |||
Amortization of debt discount | 6,192 | ||
Stock issued for services - related party | 20,000 | ||
(Increase) decrease in | |||
Prepaids and other | 2,947 | ||
Increase (decrease) in | |||
Accounts payable and accrued expenses | 155,871 | 94,822 | |
Accounts payable and accrued expenses - related parties | 160,106 | 194,804 | |
Net cash used in operating activities | (144,795) | (105,783) | |
Financing activities | |||
Proceeds from advances - related parties | 200 | 3,500 | |
Repayments on notes payable | (15,000) | (10,000) | |
Proceeds from stock issued for cash | 135,000 | 52,200 | |
Net cash provided by financing activities | 120,200 | 45,700 | |
Net decrease in cash | (24,595) | (60,083) | |
Cash - beginning of period | 24,595 | 60,549 | $ 60,549 |
Cash - end of period | 466 | $ 24,595 | |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 20,379 | ||
Cash paid for income tax | |||
Supplemental disclosure of non-cash investing and financing activities | |||
Stock issued as debt issue costs | 1,991 | ||
Conversion of stockholder advances to notes payable - related parties | 51,769 | ||
Issuance of common stock issuable | 5,000 | ||
Settlement of subscription receivable - warrants | 16,245 | ||
Shares issued for promissory note fees | $ 12,189 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Organization and Nature of Operations Greenway Technologies, Inc. (collectively, “we,” “us,” “our” 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 Both of the Company’s wholly-owned subsidiaries: Universal Media Corp and Logistix Technology Systems, Inc. are currently inactive. Liquidity, Going Concern and Management’s Plans These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the three months ended March 31, 2023, the Company had: ● Net loss of $ 483,719 ● Net cash used in operations was $ 144,795 Additionally, at March 31, 2023, the Company had: ● Accumulated deficit of $ 36,762,588 ● Stockholders’ deficit of $ 11,066,295 ● Working capital deficit of $ 11,066,295 The Company has cash on hand of $ 0 These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Execute business operations more fully during the year ended December 31, 2023, ● Explore and execute prospective strategic and partnership opportunities GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 14, 2023. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. Principles of Consolidation The accompanying consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three months ended March 31, 2023 and 2022, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances and various debt instruments are carried at historical cost. GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) At March 31, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” Equity Method Investment On August 29, 2019, the Company entered into a Material Definitive Agreement related to the formation of 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 As of March 31, 2023 and December 31, 2022, respectively, there were no assets within OPMGE. Accordingly, the Company’s receivable with this entity is fully reserved for as of March 31, 2023 and December 31, 2022. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2023 and December 31, 2022, respectively, the Company did not The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 not GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Derivatives and Hedging” Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. At March 31, 2023 and December 31 no Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, 2023 and December 31, 2022, respectively, the Company had no The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Research and Development The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 0 16,000 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At March 31, 2023 and 2022, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities March 31, 2023 March 31, 2022 Convertible debt 3,689,400 2,083,333 Warrants - 3,000,000 Potentially dilutive equity securities 3,689,400 5,083,333 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Standards Changes to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for smaller reporting companies financial statements issued for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. We adopted this pronouncement on January 1, 2023; however, the adoption of this standard did not have a material effect on the Company’s financial statements. Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. The Company separately reflected amortization of debt discount from interest expense. This reclassification had no effect on the consolidated results of operations, stockholders’ deficit, or cash flows. GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 3 – Notes Payable Notes payable and related terms were as follows: Schedule of Notes Payable and Related Terms 1 2 3 Terms Note Payable Note Payable Note Payable Issuance date of note September 2019 March 2019 May 2022 Maturity date September 2022 March 2024 September 2022 Interest rate 7.70 % N/A N/A Default interest rate 18 % N/A N/A Collateral Unsecured Unsecured Unsecured Original amount $ 525,000 $ 300,000 $ 67,500 Total In-Default Total In-Default Balance - December 31, 2021 $ 525,000 $ 135,000 $ - $ 660,000 $ - Proceeds - - 67,500 67,500 Debt discount - - (37,500 ) (37,500 ) Amortization of debt discount (interest expense) - - 37,500 37,500 Repayments - (55,000 ) - (55,000 ) - Balance - December 31, 2022 525,000 80,000 67,500 672,500 $ 592,500 Balance 525,000 80,000 67,500 672,500 $ 592,500 Repayments - (15,000 ) - (15,000 ) - Balance - March 31, 2023 $ 525,000 $ 65,000 $ 67,500 $ 657,500 $ 592,500 Balance $ 525,000 $ 65,000 $ 67,500 $ 657,500 $ 592,500 1 The Company executed a settlement agreement with a third party for $ 525,000 2 The Company executed a settlement agreement with a third party for $ 300,000 sixty 5,000 3 In 2022, the Company executed a note for $ 67,500 30,000 37,500 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Notes Payable _ Related Parties
Notes Payable – Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable – Related Parties | Note 4 – Notes Payable – Related Parties The Company executed a loan agreement for up to $ 5,000,000 The Company also has executed various loans with other stockholders and members of the Board of Directors. The notes bear interest ranging from 10 18 The notes all have initial one-year (1) dates to maturity and are automatically renewed for one-year (1) periods upon maturity. Typically, with each of these notes, the Company has issued shares of common stock, which have been recognized as a debt discount and amortized over the life of the note. During 2022, the Company issued 103,538 1,991 Notes payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as working capital. Related terms were as follows: Schedule of Notes Payable - Related Parties and Related Terms Notes Payable Terms Related Parties Issuance date of notes Various Maturity date 1 year Interest rate 10 18 Collateral All assets Balance - December 31, 2021 $ 2,745,264 Conversion of stockholder advances to notes payable - related parties (see Note 6) 51,769 Debt discount (1,991 ) Amortization of debt discount (interest expense) 10,732 Balance - December 31, 2022 2,805,774 Balance 2,805,774 No activity in 2023 - Balance - March 31, 2023 $ 2,805,774 Balance $ 2,805,774 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Note Payable | |
Convertible Note Payable | Note 5 – Convertible Note Payable Convertible note payable and related terms were as follows: Schedule of Convertible Notes Payable and Related Items Convertible Terms Note Payable Issuance dates of note 2017 Maturity date 2019 Interest rate 4.50 % Default interest rate 18.00 % Collateral Unsecured Conversion rate $ 0.08 In-Default Balance - December 31, 2021 $ 166,667 $ 166,667 No activity in 2022 - Balance - December 31, 2022 166,667 166,667 No activity in 2023 - Balance - March 31, 2023 $ 166,667 $ 166,667 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Advances _ Related Parties
Advances – Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Advances – Related Parties | Note 6 – Advances – Related Parties Advances – related parties and related terms were as follows: Schedule of Advances - Related Parties and Related Terms Advances Terms Related Parties Issuance date of advances Prior to 2018 Maturity date Due on Demand Interest rate 0 % Collateral Unsecured Balance - December 31, 2021 $ 68,014 Proceeds 3,500 Conversion of stockholder advances to notes payable - related parties (see Note 4) (51,769 ) Subscription receivable - warrants ( 16,245 ) Balance - December 31, 2022 3,500 Proceeds 200 Balance - March 31, 2023 $ 3,700 During 2022, in connection with a settlement, the Company reduced amounts owed to a stockholder for $ 16,245 In 2023, the Company received $ 200 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies 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 $ 90,377 On November 17, 2021, Greenway and Mr. Reynolds settled the matter agreeing to cash payments from GWTI totaling $ 20,000 70,377 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) 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 or as of March 31, 2023. Greenway is confident in its defenses and counterclaims and intends to vigorously defend its interests and prosecute its claims. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 8 – Stockholders’ Deficit The Company has one (1) class of stock: Common Stock - 500,000,000 - $ 0.0001 - Voting at 1 vote per share Equity Transactions for the Three Months Ended March 31, 2023 Stock Issued for Cash The Company issued 6,750,000 135,000 0.02 Stock Issued for Services The Company issued 2,000,000 20,000 0.01 Equity Transactions for the Year Ended December 31, 2022 Stock Issued as Debt Issue Costs The Company issued 302,038 1,991 0.01 0.06 Stock Issued for Cash The Company issued 20,667,999 482,200 0.02 0.03 5,000 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Stock Issued for Settlement of Liabilities The Company issued 6,200,000 155,000 0.03 Stock Issued for Services The Company issued 380,000 6,500 0.01 0.025 Stock to be Issued The Company sold 250,000 5,000 0.02 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 9 – Warrants Warrant activity for the year ended December 31, 2022 is summarized as follows: Schedule of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Outstanding - December 31, 2021 3,000,000 $ 0.03 0.75 $ - Vested and Exercisable - December 31, 2021 3,000,000 $ 0.03 0.75 $ - Unvested - December 31, 2021 - $ - - $ - Granted - $ - Exercised - $ - Cancelled/Forfeited (3,000,000 ) $ 0.03 Outstanding - December 31, 2022 - $ - - $ - Vested and Exercisable - December 31, 2022 - $ - - $ - Unvested and non-exercisable - December 31, 2022 - $ - - $ - |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events Subsequent to March 31, 2023, the Company reflects the following: Stock Issued for Cash The Company issued 7,300,000 73,000 0.01 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on April 14, 2023. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the financial statements of Greenway and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. |
Business Segments | Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the three months ended March 31, 2023 and 2022, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred tax assets. GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances and various debt instruments are carried at historical cost. GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) At March 31, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” |
Equity Method Investment | Equity Method Investment On August 29, 2019, the Company entered into a Material Definitive Agreement related to the formation of 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 As of March 31, 2023 and December 31, 2022, respectively, there were no assets within OPMGE. Accordingly, the Company’s receivable with this entity is fully reserved for as of March 31, 2023 and December 31, 2022. |
Cash and Cash Equivalents and Concentration of Credit Risk | Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2023 and December 31, 2022, respectively, the Company did not The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $ 250,000 not GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Property and Equipment | Property and Equipment Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property and equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. |
Derivative Liabilities | Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Derivatives and Hedging” Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. At March 31, 2023 and December 31 no |
Debt Discount | Debt Discount For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations. |
Debt Issue Cost | Debt Issue Cost Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations. |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, 2023 and December 31, 2022, respectively, the Company had no The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 0 16,000 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value, the Company considers the following assumptions in the Black-Scholes model: ● Exercise price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Stock Warrants | Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance if there is not a service period. |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At March 31, 2023 and 2022, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities March 31, 2023 March 31, 2022 Convertible debt 3,689,400 2,083,333 Warrants - 3,000,000 Potentially dilutive equity securities 3,689,400 5,083,333 GREENWAY TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (UNAUDITED) |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Standards | Recent Accounting Standards Changes to accounting principles are established by the Financial Accounting Standards Board in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for smaller reporting companies financial statements issued for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. We adopted this pronouncement on January 1, 2023; however, the adoption of this standard did not have a material effect on the Company’s financial statements. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. The Company separately reflected amortization of debt discount from interest expense. This reclassification had no effect on the consolidated results of operations, stockholders’ deficit, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Potentially Dilutive Equity Securities | At March 31, 2023 and 2022, respectively, the Company had the following common stock equivalents outstanding, which are potentially dilutive equity securities: Schedule of Potentially Dilutive Equity Securities March 31, 2023 March 31, 2022 Convertible debt 3,689,400 2,083,333 Warrants - 3,000,000 Potentially dilutive equity securities 3,689,400 5,083,333 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Related Terms | Notes payable and related terms were as follows: Schedule of Notes Payable and Related Terms 1 2 3 Terms Note Payable Note Payable Note Payable Issuance date of note September 2019 March 2019 May 2022 Maturity date September 2022 March 2024 September 2022 Interest rate 7.70 % N/A N/A Default interest rate 18 % N/A N/A Collateral Unsecured Unsecured Unsecured Original amount $ 525,000 $ 300,000 $ 67,500 Total In-Default Total In-Default Balance - December 31, 2021 $ 525,000 $ 135,000 $ - $ 660,000 $ - Proceeds - - 67,500 67,500 Debt discount - - (37,500 ) (37,500 ) Amortization of debt discount (interest expense) - - 37,500 37,500 Repayments - (55,000 ) - (55,000 ) - Balance - December 31, 2022 525,000 80,000 67,500 672,500 $ 592,500 Balance 525,000 80,000 67,500 672,500 $ 592,500 Repayments - (15,000 ) - (15,000 ) - Balance - March 31, 2023 $ 525,000 $ 65,000 $ 67,500 $ 657,500 $ 592,500 Balance $ 525,000 $ 65,000 $ 67,500 $ 657,500 $ 592,500 1 The Company executed a settlement agreement with a third party for $ 525,000 2 The Company executed a settlement agreement with a third party for $ 300,000 sixty 5,000 3 In 2022, the Company executed a note for $ 67,500 30,000 37,500 |
Notes Payable _ Related Parti_2
Notes Payable – Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable - Related Parties and Related Terms | Notes payable – related parties consist of loans from various members of management and the Board of Directors, typically for use as working capital. Related terms were as follows: Schedule of Notes Payable - Related Parties and Related Terms Notes Payable Terms Related Parties Issuance date of notes Various Maturity date 1 year Interest rate 10 18 Collateral All assets Balance - December 31, 2021 $ 2,745,264 Conversion of stockholder advances to notes payable - related parties (see Note 6) 51,769 Debt discount (1,991 ) Amortization of debt discount (interest expense) 10,732 Balance - December 31, 2022 2,805,774 Balance 2,805,774 No activity in 2023 - Balance - March 31, 2023 $ 2,805,774 Balance $ 2,805,774 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Note Payable | |
Schedule of Convertible Notes Payable and Related Items | Convertible note payable and related terms were as follows: Schedule of Convertible Notes Payable and Related Items Convertible Terms Note Payable Issuance dates of note 2017 Maturity date 2019 Interest rate 4.50 % Default interest rate 18.00 % Collateral Unsecured Conversion rate $ 0.08 In-Default Balance - December 31, 2021 $ 166,667 $ 166,667 No activity in 2022 - Balance - December 31, 2022 166,667 166,667 No activity in 2023 - Balance - March 31, 2023 $ 166,667 $ 166,667 |
Advances _ Related Parties (Tab
Advances – Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Advances - Related Parties and Related Terms | Advances – related parties and related terms were as follows: Schedule of Advances - Related Parties and Related Terms Advances Terms Related Parties Issuance date of advances Prior to 2018 Maturity date Due on Demand Interest rate 0 % Collateral Unsecured Balance - December 31, 2021 $ 68,014 Proceeds 3,500 Conversion of stockholder advances to notes payable - related parties (see Note 4) (51,769 ) Subscription receivable - warrants ( 16,245 ) Balance - December 31, 2022 3,500 Proceeds 200 Balance - March 31, 2023 $ 3,700 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Schedule of Warrant Activity | Warrant activity for the year ended December 31, 2022 is summarized as follows: Schedule of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Outstanding - December 31, 2021 3,000,000 $ 0.03 0.75 $ - Vested and Exercisable - December 31, 2021 3,000,000 $ 0.03 0.75 $ - Unvested - December 31, 2021 - $ - - $ - Granted - $ - Exercised - $ - Cancelled/Forfeited (3,000,000 ) $ 0.03 Outstanding - December 31, 2022 - $ - - $ - Vested and Exercisable - December 31, 2022 - $ - - $ - Unvested and non-exercisable - December 31, 2022 - $ - - $ - |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 483,719 | $ 401,601 | ||
Net cash used in operations | 144,795 | 105,783 | ||
Accumulated deficit | 36,762,588 | $ 36,278,869 | ||
Stockholders' deficit | 11,066,295 | $ 10,217,985 | 10,737,576 | $ 9,886,820 |
Working capital deficit | 11,066,295 | |||
Cash | $ 24,595 |
Schedule of Potentially Dilutiv
Schedule of Potentially Dilutive Equity Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive equity securities | 3,689,400 | 5,083,333 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive equity securities | 3,689,400 | 2,083,333 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive equity securities | 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |||
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Aug. 29, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Number of Operating Segments | Segment | 1 | |||
Cash equivalents | ||||
Cash FDIC insured amount | 250,000 | |||
Cash uninsured amount | ||||
Derivative liabilities | 0 | 0 | ||
Uncertain tax positions | 0 | $ 0 | ||
Interest and penalties related to uncertain income tax | 0 | $ 0 | ||
Research and development expenses | $ 16,000 | |||
Material Definitive Agreement [Member] | OPM Green Energy LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Equity method 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 remaining 300 of 1,000 member units available. | |||
Equity ownership percentage | 42.86% |
Schedule of Notes Payable and R
Schedule of Notes Payable and Related Terms (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||
Amortization of debt discount (interest expense) | $ 6,192 | |||
Repayments | $ (15,000) | (10,000) | ||
Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issuance date of note | [1] | September 2019 | ||
Maturity date | [1] | September 2022 | ||
Interest rate | [1] | 7.70% | ||
Default interest rate | [1] | 18% | ||
Collateral | [1] | Unsecured | ||
Original amount | [1] | $ 525,000 | ||
Balance | 525,000 | 525,000 | $ 525,000 | |
Proceeds | ||||
Debt discount | ||||
Amortization of debt discount (interest expense) | ||||
Repayments | ||||
Balance | $ 525,000 | 525,000 | ||
Notes Payable Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issuance date of note | [2] | March 2019 | ||
Maturity date | [2] | March 2024 | ||
Collateral | [2] | Unsecured | ||
Original amount | [2] | $ 300,000 | ||
Balance | 80,000 | 135,000 | 135,000 | |
Proceeds | ||||
Debt discount | ||||
Amortization of debt discount (interest expense) | ||||
Repayments | (15,000) | (55,000) | ||
Balance | $ 65,000 | 80,000 | ||
Notes Payable Three [Member] | ||||
Short-Term Debt [Line Items] | ||||
Issuance date of note | [3] | May 2022 | ||
Maturity date | [3] | September 2022 | ||
Collateral | [3] | Unsecured | ||
Original amount | [3] | $ 67,500 | ||
Balance | 67,500 | |||
Proceeds | 67,500 | |||
Debt discount | (37,500) | |||
Amortization of debt discount (interest expense) | 37,500 | |||
Repayments | ||||
Balance | 67,500 | 67,500 | ||
Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Balance | 672,500 | 660,000 | 660,000 | |
Proceeds | 67,500 | |||
Debt discount | (37,500) | |||
Amortization of debt discount (interest expense) | 37,500 | |||
Repayments | (15,000) | (55,000) | ||
Balance | 657,500 | 672,500 | ||
In-Default [Member] | ||||
Short-Term Debt [Line Items] | ||||
Balance | 592,500 | |||
Repayments | ||||
Balance | $ 592,500 | $ 592,500 | ||
[1]The Company executed a settlement agreement with a third party for $ 525,000 300,000 sixty 5,000 67,500 30,000 37,500 |
Schedule of Notes Payable and_2
Schedule of Notes Payable and Related Terms (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | ||
Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt payment amount | [1] | $ 525,000 | ||
Original issue discount | ||||
Notes Payable Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt payment amount | [2] | 300,000 | ||
Original issue discount | ||||
Notes Payable Three [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt payment amount | [3] | 67,500 | ||
Original issue discount | $ (37,500) | |||
Settlement Agreement [Member] | Notes Payable One [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt payment amount | $ 525,000 | |||
Settlement Agreement [Member] | Notes Payable Two [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt payment amount | $ 300,000 | |||
Debt frequency of periodic payment | sixty | |||
Debt monthly installment amount | $ 5,000 | |||
Settlement Agreement [Member] | Notes Payable Three [Member] | ||||
Short-Term Debt [Line Items] | ||||
Debt payment amount | 67,500 | |||
Proceeds from note payable | 30,000 | |||
Original issue discount | $ 37,500 | |||
[1]The Company executed a settlement agreement with a third party for $ 525,000 300,000 sixty 5,000 67,500 30,000 37,500 |
Schedule of Notes Payable - Rel
Schedule of Notes Payable - Related Parties and Related Terms (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Conversion of stockholder advances to notes payable - related parties (see Note 6) | $ 51,769 | ||
Amortization of debt discount (interest expense) | 6,192 | ||
Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Balance | 2,805,774 | ||
Balance | 2,805,774 | $ 2,805,774 | |
Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Balance | 672,500 | 660,000 | 660,000 |
Debt discount | (37,500) | ||
Amortization of debt discount (interest expense) | 37,500 | ||
No activity in 2023 | 67,500 | ||
Balance | $ 657,500 | 672,500 | |
Notes Payable [Member] | Management and Board of Directors [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance date of note | Various | ||
Maturity date | 1 year | ||
Collateral | All assets | ||
Notes Payable [Member] | Management and Board of Directors [Member] | Related Party [Member] | |||
Short-Term Debt [Line Items] | |||
Balance | $ 2,805,774 | $ 2,745,264 | 2,745,264 |
Conversion of stockholder advances to notes payable - related parties (see Note 6) | 51,769 | ||
Debt discount | (1,991) | ||
Amortization of debt discount (interest expense) | 10,732 | ||
No activity in 2023 | |||
Balance | $ 2,805,774 | $ 2,805,774 | |
Notes Payable [Member] | Management and Board of Directors [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Note interest rate | 10% | ||
Notes Payable [Member] | Management and Board of Directors [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Note interest rate | 18% |
Notes Payable _ Related Parti_3
Notes Payable – Related Parties (Details Narrative) - Loan Agreement [Member] - Company Owned By Stockholder [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 5,000,000 | |
Maturity description | The notes all have initial one-year (1) dates to maturity and are automatically renewed for one-year (1) periods upon maturity. | |
Number of shares issued as debt discount | 103,538 | |
Debt discount | $ 1,991 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Note interest rate | 10% | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Note interest rate | 18% |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable and Related Items (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Beginning balance | $ 166,667 | |
Ending balance | $ 166,667 | $ 166,667 |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance date of note | 2017 | |
Maturity date | 2019 | |
Note interest rate | 4.50% | |
Default interest rate | 18% | |
Collateral | Unsecured | |
Conversion rate | $ 0.08 | |
Beginning balance | $ 166,667 | 166,667 |
Beginning default amount | 166,667 | 166,667 |
Beginning balance | ||
Ending balance | 166,667 | 166,667 |
Ending default amount | $ 166,667 | $ 166,667 |
Schedule of Advances - Related
Schedule of Advances - Related Parties and Related Terms (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Proceeds | $ 200 | $ 3,500 | |
Conversion of stockholder advances to notes payable - related parties | (51,769) | ||
Advances Related Parties [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance date of note | Prior to 2018 | ||
Maturity date | Due on Demand | ||
Note interest rate | 0% | ||
Collateral | Unsecured | ||
Beginning balance | $ 3,500 | $ 68,014 | $ 68,014 |
Proceeds | 200 | 3,500 | |
Conversion of stockholder advances to notes payable - related parties | (51,769) | ||
Subscription receivable - warrants | 16,245 | ||
Ending balance | $ 3,700 | $ 3,500 |
Advances _ Related Parties (Det
Advances – Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Working capital | $ 200 | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Subscription receivable - warrants | $ 16,245 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 17, 2021 | Oct. 19, 2019 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lawsuit settlement on consulting agreement | $ 90,377 | ||
Cash payment for legal settlement | $ 20,000 | ||
Gain on legal settlement | $ 70,377 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stockvoting rights | Voting at 1 vote per share | |||
Stock issued for cash | $ 135,000 | $ 52,200 | ||
Stock issued for services | 20,000 | |||
Common stock issued as debt issue costs | 1,991 | |||
Common Stock to be Issued [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued for cash | 9,200 | |||
Stock issued for services | ||||
Common stock issued as debt issue costs | $ (10,198) | |||
Equity Transactions 2023 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued for cash, shares | 6,750,000 | |||
Stock issued for cash | $ 135,000 | |||
Share issued, per share | $ 0.02 | |||
Stock issued for services, shares | 2,000,000 | |||
Stock issued for services | $ 20,000 | |||
Share issued for services, per share | $ 0.01 | |||
Equity Transactions 2022 [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued for cash, shares | 250,000 | 20,667,999 | ||
Stock issued for cash | $ 5,000 | $ 482,200 | ||
Share issued, per share | $ 0.03 | |||
Stock issued for services, shares | 380,000 | |||
Stock issued for services | $ 6,500 | |||
Stock issued to settle accrued liabilities, shares | 6,200,000 | |||
Stock issued to settle accrued liabilities | $ 155,000 | |||
Share price | $ 0.02 | |||
Equity Transactions 2022 [Member] | Common Stock to be Issued [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock issued for cash | $ 5,000 | |||
Equity Transactions 2022 [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share issued, per share | $ 0.02 | |||
Share issued for services, per share | 0.01 | |||
Equity Transactions 2022 [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share issued, per share | 0.03 | |||
Share issued for services, per share | $ 0.025 | |||
Equity Transactions 2022 [Member] | Company Owned By Stockholder [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Sstock issued as debt issue costs, shares | 302,038 | |||
Common stock issued as debt issue costs | $ 1,991 | |||
Equity Transactions 2022 [Member] | Company Owned By Stockholder [Member] | Minimum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share issued, per share | $ 0.01 | |||
Equity Transactions 2022 [Member] | Company Owned By Stockholder [Member] | Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share issued, per share | $ 0.06 |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Warrants Outstanding, Beginning balance | 3,000,000 | |
Weighted Average Exercise Price, Beginning balance | $ 0.03 | |
Weighted Average Remaining Contractual Term (Years) | 9 months | |
Aggregate Instrinsic Value, Beginning balance | ||
Number of Warrants, Vested and Exercisable, Beginning balance | 3,000,000 | |
Weighted Average Exercise Price, Vested and Exercisable, Beginning balance | $ 0.03 | |
Vested and Exercisable, Weighted Average Remaining Contractual Term (Years) | 9 months | |
Aggregate Instrinsic Value, Vested and Exercisable, Beginning balance | ||
Number of Warrants, Unvested and non-exercisable, Beginning balance | ||
Weighted Average Exercise Price, Unvested and non-exercisable, Beginning balance | ||
Unvested, Weighted Average Remaining Contractual Term (Years) | ||
Aggregate Instrinsic Value, Unvested and non-exercisable, Beginning balance | ||
Number of Warrants Outstanding, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Warrants Outstanding, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants Outstanding, Cancelled/Forfeited | (3,000,000) | |
Weighted Average Exercise Price, Cancelled/Forfeited | $ 0.03 | |
Number of Warrants Outstanding, Ending balance | 3,000,000 | |
Weighted Average Exercise Price, Ending balance | $ 0.03 | |
Aggregate Instrinsic Value, Ending balance | ||
Number of Warrants, Vested and Exercisable, Ending balance | 3,000,000 | |
Weighted Average Exercise Price, Vested and Exercisable, Ending balance | $ 0.03 | |
Aggregate Instrinsic Value, Vested and Exercisable, Ending balance | ||
Number of Warrants, Unvested and non-exercisable, Ending balance | ||
Weighted Average Exercise Price, Unvested and non-exercisable, Ending balance | ||
Aggregate Instrinsic Value, Unvested and non-exercisable, Ending balance |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 01, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Subsequent Event [Line Items] | |||
Number of cash issued | $ 135,000 | $ 52,200 | |
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 6,750,000 | 2,366,666 | |
Number of cash issued | $ 675 | $ 236 | |
Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 7,300,000 | ||
Number of cash issued | $ 73,000 | ||
Price per share | $ 0.01 |