Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Apr. 13, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | ECO Integrated Technologies, Inc. | ||
Entity Central Index Key | 1586609 | ||
Trading Symbol | ecoi | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 8,401,394 | ||
Entity Public Float | $0 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | $433,045 | |
Prepaid expenses and other current assets | 12,886 | |
Total current assets | 445,931 | |
Furniture and equipment, net | 21,167 | |
License fee | 175,000 | |
Other assets | 2,500 | |
TOTAL ASSETS | 644,598 | |
Current Liabilities: | ||
Accounts payable and accrued expenses | 31,498 | 16,461 |
Notes payable | 51,970 | 163,645 |
Total current liabilities | 83,468 | 180,106 |
STOCKHOLDERS' EQUITY/DEFICIT: | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding | 100 | |
Common stock; $0.0001 par value, 100,000,000 shares authorized; 7,899,787 and 3,000,000 shares issued and outstanding | 790 | 300 |
Additional paid-in capital | 2,121,752 | -300 |
Accumulated deficit | -1,561,512 | -180,106 |
Total stockholders' equity | 561,130 | -180,106 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIT | $644,598 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 1,000,000 | 0 |
Preferred stock, shares outstanding | 1,000,000 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,899,787 | 3,000,000 |
Common stock, shares outstanding | 7,899,787 | 3,000,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Sales | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses: | ||
General and administrative expenses | 464,082 | 101,246 |
Stock-based compensation | 380,458 | |
Write down of assets | 435,090 | 2,525 |
Total operating expenses | 1,279,630 | 103,771 |
Loss from operations | -1,279,630 | -103,771 |
Other (expense) | ||
Interest expense | -1,776 | -3,869 |
Reverse merger expenses | -100,000 | |
Total other (expense) | -101,776 | -3,869 |
Loss before provision for income taxes | -1,381,406 | -107,640 |
Provision for income taxes | ||
Net loss | ($1,381,406) | ($107,640) |
Weighted average shares outstanding: | ||
Basic (in shares) | 4,429,613 | 3,000,000 |
Diluted (in shares) | 4,429,613 | 3,000,000 |
Loss per share: | ||
Basic (in dollars per share) | ($0.31) | ($0.04) |
Diluted (in dollars per share) | ($0.31) | ($0.04) |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY/DEFICIT (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2012 | $300 | ($300) | ($72,466) | ($72,466) | |
Balance (in shares) at Dec. 31, 2012 | 3,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | -107,640 | -107,640 | |||
Balance at Dec. 31, 2013 | 300 | -300 | -180,106 | -180,106 | |
Balance (in shares) at Dec. 31, 2013 | 3,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued in connection with reverse merger | 50 | -50 | |||
Common stock issued in connection with reverse merger (in shares) | 500,000 | ||||
Preferred stock issued for cash | 100 | 100 | |||
Preferred stock issued for cash (in shares) | 1,000,000 | ||||
Common stock issued for cash | 281 | 1,470,204 | 1,470,485 | ||
Common stock issued for cash (in shares) | 2,813,137 | 2,813,137 | |||
Common stock issued for debt conversion | 86 | 271,513 | 271,599 | ||
Common stock issued for debt conversion (in shares) | 855,000 | ||||
Common stock issued for services | 73 | 380,385 | 380,458 | ||
Common stock issued for services (in shares) | 731,650 | 731,650 | |||
Net loss | -1,381,406 | -1,381,406 | |||
Balance at Dec. 31, 2014 | $100 | $790 | $2,121,752 | ($1,561,512) | $561,130 |
Balance (in shares) at Dec. 31, 2014 | 1,000,000 | 7,899,787 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES: | ||
Net loss | ($1,381,406) | ($107,640) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 176 | |
Stock-based compensation | 380,458 | |
Write down of assets | 435,090 | 2,525 |
Notes payable for predevelopment expenses | 51,970 | |
Note payable for interest expense | 1,776 | 3,869 |
Change in current assets and liabilities: | ||
Prepaid expenses and other assets | -15,286 | |
Accounts payable and accrued expenses | 15,037 | 923 |
Net cash used in operating activities | -512,185 | -100,323 |
INVESTING ACTIVITIES: | ||
Payment for furniture and equipment | -21,343 | |
Payment for licensing fee | -175,000 | |
Net cash used in investing activities | -196,343 | |
FINANCING ACTIVITIES: | ||
Issuance of notes receivable | -435,090 | -2,525 |
Proceeds from notes payable | 106,178 | 104,971 |
Repayment of notes payable | -2,223 | |
Proceeds from issuance of common stock | 1,470,485 | |
Net cash provided by financing activities | 1,141,573 | 100,223 |
NET INCREASE IN CASH | 433,045 | -100 |
CASH, BEGINNING BALANCE | 100 | |
CASH, ENDING BALANCE | 433,045 | |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash financing activities | ||
Common stock for notes payable | 271,599 | |
Conversion of note receivable to investment | $200,000 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization And Basis Of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1 — Organization and Basis of Presentation |
Organization and Line of Business | |
ECO Integrated Technologies, Inc., formerly known as Thunder Run Acquisition Corporation (“ECO Integrated” or “the Company”) was incorporated on July 2, 2013 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. ECO Waste Conversion Las Vegas, LLC (“ECO Waste”) was organized on June 29, 2012 under the laws of the state of Nevada. | |
In August 2014, (i) the Company redeemed, at par value, 19,500,000 shares of its common stock, (ii) the Company issued, at par value, 3,000,000 shares of its common stock to the sole owner of ECO Waste, (iii) the officers and directors of the Company resigned and a new officer and director was appointed, and (iv) the Company changed its name to ECO Waste Conversion Solutions Corporation (collectively, the “Change of Control”). Following the Change of Control, the Company acquired 100% ownership of ECO Waste in exchange for the issuance of ten shares of common stock (the “Share Exchange”). Upon completion of the Change of Control, the Company had an aggregate of 3,500,000 shares of common stock issued and outstanding. | |
In connection with the Change of Control, ECO Waste paid $100,000 for services in becoming a public reporting company, including the Change of Control. | |
The exchange of shares with ECO Waste was accounted for as a reverse acquisition under the purchase method of accounting since ECO Waste obtained control of the Company. Accordingly, the exchange was recorded as a recapitalization of ECO Waste, ECO Waste being treated as the continuing entity. The historical financial statements presented are the financial statements of ECO Waste. The share exchange agreement has been treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of this transaction, the net assets of the legal acquirer, ECO Integrated, were $0. | |
As a result of the reverse merger transactions described above the historical financial statements presented are those of ECO Waste, the operating entity. | |
The Company is primarily focusing on the development of the patented TCOM System (Thermal Conversion of Organic Materials into Usable By-Products) for its future waste conversion facilities. The TCOM System uses a relatively small system of equipment to convert multiple organic or high carbonaceous waste feedstocks into valuable salable by-products. The Company believes the greatest advantage of the TCOM System is that the system generates cash flows from the sale of the by-products with little to no adverse environmental impact. The TCOM System is capable of disposing of the ever increasing national waste stockpiles while generating cash through sale of the by-products converted from such waste, all with little to no negative environmental impact. | |
Basis of Presentation | |
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, ECO Waste and ECO Management, LLC, and have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. | |
Going Concern | |
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the Company obtaining necessary equity and debt financing until it can generate sustainable revenue. There is no guarantee that the Company will be able to raise adequate equity or debt financing or generate profitable operations. For the year ended December 31, 2014, the Company incurred a net loss of $1,381,406 and had negative cash flows from operations of $512,185. As of December 31, 2014 the Company had an accumulated deficit of $1,561,512. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management intends to raise additional funds through equity or debt financing and to generate cash from the sale of the Company’s products. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounting Policies [Abstract] | ||||||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies | |||||
Use of Estimates | ||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. | ||||||
Cash | ||||||
Cash includes cash on hand, cash in time deposits, and certificates of deposit. | ||||||
Furniture and Equipment | ||||||
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: | ||||||
| Furniture and fixtures | | | 7 years | | |
| Equipment | | | 5 years | | |
Long-Lived Assets | ||||||
The Company applies the provisions of ASC Topic 360, “Property, Plant, and Equipment,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2014, the Company believes there was no impairment of its long-lived assets. | ||||||
Fair Value of Financial Instruments | ||||||
For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their FVs due to their short maturities. | ||||||
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the FV of financial instruments held by the Company. FASB ASC Topic 825, “Financial Instruments,” defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | ||||||
• | ||||||
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | ||||||
• | ||||||
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||
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• | ||||||
Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the FV measurement. | ||||||
The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, “Distinguishing Liabilities from Equity,” and FASB ASC Topic 815, “Derivatives and Hedging.” | ||||||
As of December 31, 2014 and 2013, respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at FV. | ||||||
Revenue Recognition | ||||||
The Company’s revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. | ||||||
Stock-Based Compensation | ||||||
The Company records stock-based compensation in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at FV at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date FV of stock options and other equity-based compensation issued to employees and non-employees. | ||||||
Income Taxes | ||||||
The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | ||||||
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. | ||||||
Basic and Diluted Earnings Per Share | ||||||
Earnings per share is calculated in accordance with ASC Topic 260, “Earnings Per Share.” Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during 2014 and 2013, respectively. | ||||||
Recent Accounting Pronouncements | ||||||
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360).” ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company’s consolidated results of operations or financial condition. | ||||||
In May 2014, the (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company in the first quarter of its fiscal year ending June 30, 2018. The Company is currently in the process of evaluating the impact of adoption of this ASU on its consolidated financial statements. | ||||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation which removes the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendment is effective for annual reporting periods beginning after December 15, 2014. Early application is permitted. The Company chose to adopt ASU No. 2014-10 in the period ended September 30, 2014. | ||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company’s results of operations or financial condition. | ||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s | ||||||
responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. | ||||||
In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement — Extraordinary and Unusual items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01). The amendment eliminates from U.S. GAAP the concept of extraordinary items. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted and allows the Company to apply the amendment prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. | ||||||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Furniture_and_Equipment
Furniture and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Furniture and Equipment | Note 3 — Furniture and Equipment | ||||||||
The following are the details of the property, equipment and improvements at December 31, 2014: | |||||||||
| | | 2014 | | |||||
Furniture and fixtures | | | | $ | 7,582 | | | ||
Equipment | | | | | 13,761 | | | ||
| | | | | 21,343 | | | ||
Less accumulated depreciation | | | | | -176 | | | ||
Furniture and equipment, net | | | | $ | 21,167 | | | ||
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Depreciation expense for the years ended December 31, 2014 and 2013 was $176 and $0, respectively. |
Licensing_Fees
Licensing Fees | 12 Months Ended |
Dec. 31, 2014 | |
Licensing Fees [Abstract] | |
Licensing Fees | Note 4 — Licensing Fees |
The Company entered into a license agreement with the developer and patent-holder on the TCOM technology. As consideration for the license and associated services, the Company will pay the following fees: | |
• | |
Prepaid License Fee: A prepaid license fee of $125,000 for site specific design and equipment specification work for each licensed facility, payable on initial draw of funding for construction of the facility; | |
| |
• | |
Additional Licensing Fee: An additional license fee of $250,000 per facility, payable $150,000 on commencement of construction of a TCOM facility and $100,000 following completion of the first full calendar month of commercial operations of each TCOM facility; provided that the quantity and quality of salable by-products from such operations are substantially in compliance with the facility operating specifications; | |
| |
• | |
Production Royalties: Royalties in an amount equal to five percent of net profits from the sale of by-products from each TCOM facility, payable on a quarterly basis for a period of five years; and | |
| |
• | |
Las Vegas Prepaid License Fee: With respect to the initial facility, planned in North Las Vegas, the fees otherwise payable, as described above, are modified to provide that total applicable license fees of $375,000 are payable (i) $175,000 in advance, which amount was paid during 2014; and (ii) $200,000 in the month following the first full calendar quarter of commercial operations. | |
| |
As of December 31, 2014, the Company had paid a licensing fee of $175,000. This amount and other payments made under this license agreement will be capitalized and amortized over the expected life for which the Company will generate revenue from the TCOM technology. |
Notes_Receivable
Notes Receivable | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Notes Receivable [Abstract] | ||||||||||||||||
Notes Receivable | Note 5 — Notes Receivable | |||||||||||||||
Notes receivable at December 31, 2014 and 2013 consisted of the following: | ||||||||||||||||
| | | 2014 | | | 2013 | | |||||||||
CGTC/Lurvey | | | | $ | 88,979 | | | | | $ | 2,525 | | | |||
EETIL | | | | | 116,123 | | | | | | 0 | | | |||
Brasil Plus | | | | | 32,513 | | | | | | 0 | | | |||
| | | | | 237,615 | | | | | | 2,525 | | | |||
Write down of assets | | | | | -237,615 | | | | | | -2,525 | | | |||
Total notes receivable | | | | $ | — | | | | | $ | — | | | |||
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Carbon Geo-Tek Consultants, Inc. (“CGTC”) and Lurvery Advances | ||||||||||||||||
The Company has, from time to time, advanced funds to GCTC and Mr. Lurvey to facilitate efforts to upgrade a facility in Hawaii, securing third party certification and advance the planned business of the Hawaiian joint venture pending receipt of third party financing. The loans are undocumented, unsecured and have no specific repayment terms. Balance of $88,979 and $2,525 at December 31, 2014 and 2013, respectively was written off by the Company. | ||||||||||||||||
ECO Enviro Technologies International Limited (“EETIL”) Loan | ||||||||||||||||
Under the EETIL Loan Agreement, the Company agreed to provide certain loans for use in development of facilities in international markets pending receipt of third party financing. The loans bear interest at 10% per annum and are repayable on December 31, 2016 or earlier from operating profits or the receipt of third party financing. | ||||||||||||||||
As further consideration for the loans, the Company was issued a five year warrant to acquire, at $0.01 per share, a non-diluting equity ownership interest in EETIL at the rate of 0.5% for each $10,000 of principal amount loaned. Balance of $116,123 at December 31, 2014 was written off by the Company. | ||||||||||||||||
Brasil Plus Loan | ||||||||||||||||
Under the Brasil Plus Loan Agreement, the Company agreed to provide certain loans for use in development of facilities in South American markets pending receipt of third party financing. The loans bear interest at 10% per annum and are repayable on December 31, 2016 or earlier from operating profits or the receipt of third party financing. | ||||||||||||||||
As further consideration for the loans, the Company was issued a five year warrant to acquire, at $0.01 per share, a non-diluting equity ownership interest in Brasil Plus at the rate of 0.5% for each $10,000 of principal amount loaned. Balance of $32,513 at December 31, 2014 was written off by the Company. | ||||||||||||||||
In connection with our lending arrangements with CGTC/Lurvey, EETIL and Brasil Plus, the Company has certain rights to either convert loans to equity or to acquire equity in two of those entities. Because each of those entities is in a development stage and currently lacks sufficient assets or operating cash flows to repay the amounts advanced, the Company has recorded a charge to fully write down the amounts advanced to those entities. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2014 | |
Investments [Abstract] | |
Investments | Note 6 — Investments |
Sonic Cavitation Ltd. Convertible Bridge Loan | |
Under the Sonic Convertible Bridge Loan Agreement, the Company agreed to provide $200,000 to Sonic Cavitation Ltd. (“SCLtd”) and Sonic Cavitation LLC, (“SonCav”). The loans bear interest at 10% per annum and are repayable on November 30, 2015. The loan is convertible, at the Company’s option, into a non-diluting 3% interest in SonCav and a non-diluting 0.25% interest in SCLtd. | |
In addition, under the Sonic Convertible Bridge Loan Agreement, the Company was granted preferred pricing on the purchase of up to 25 SonCav Generators in the U.S. of: (i) cost plus thirty percent on up to five units in 2015; (ii) cost plus twenty five percent on up to five units in 2016; and (iii) cost plus twenty percent on up to five units in each of 2017, 2018 and 2019. | |
In December 2014, the Company converted the full amount owing under the Sonic Convertible Bridge Loan into a non-diluting 3% equity ownership interest in SonCav and a non-diluting 0.25% equity ownership interest in SCLtd. | |
The Company is accounting for these investments under the cost method. Notwithstanding our belief in the SonCav technology and its ultimate commercialization, as well as the Company’s intent to make future investments in SonCav, because SonCav is in a development stage and currently lacks sufficient assets or operating cash flows to support its planned operations, the Company has recorded a charge of $200,000 write down its entire investment in SonCav. |
Notes_Payable
Notes Payable | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Notes Payable | Note 7 — Notes Payable | |||||||||||||||
Notes payable at December 31, 2014 and 2013 consisted of the following: | ||||||||||||||||
| | | 2014 | | | 2013 | | |||||||||
Payable to an individual; payable upon demand; interest at 8% per annum and unsecured | | | | $ | — | | | | | $ | 50,870 | | | |||
Payable to individuals; payable upon demand; non-interest bearing and unsecured | | | | | — | | | | | | 112,775 | | | |||
Payable to an unaffiliated individual; payable upon demand; interest at 12% | | | | | 51,970 | | | | | | — | | | |||
per annum and unsecured | ||||||||||||||||
| | | | $ | 51,970 | | | | | $ | 163,645 | | | |||
| ||||||||||||||||
During the year ended December 31, 2014, the Company issued $106,178 of unsecured notes payable bearing interest at 0%, payable on demand. Those notes were part of the total unsecured notes payable that were converted by December 31, 2014, as described below. | ||||||||||||||||
During 2014, a total of $271,599 of notes payable were converted into 855,000 shares of our common stock. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8 — Stockholders’ Equity |
Preferred stock | |
The Company has authorized the issuance of 20,000,000 shares of Preferred Stock, $0.0001 par value. During 2014, the Company issued for $100, and at December 31, 2014 had outstanding, 1,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock is entitled to ten votes on all matters on which stockholders are entitled to vote. The Series A Preferred Stock has no other material rights or preferences. | |
Common stock | |
The Company has authorized the issuance of 100,000,000 shares of common stock, $0.0001 par value. At December 31, 2014, the Company had 7,899,787 shares of common stock issued and outstanding. | |
During the year ended December 31, 2014, the Company issued the following shares of common stock: | |
• | |
3,000,000 shares in connection with the Change of Control described in Note 1; | |
| |
• | |
855,000 shares in connection with the conversion of $271,599 of debt; | |
| |
• | |
2,813,137 shares for cash proceeds of $1,470,485; and | |
| |
• | |
731,650 shares for services valued at $380,458. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||
Income Taxes | Note 9 — Income Taxes | |||||||||||||||||||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of December 31, 2014 and 2013 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its new business model. Because of the impacts of the valuation allowance, there was no income tax expense or benefit for the years ended December 31, 2014 and 2013. | ||||||||||||||||||||||||||||||
A reconciliation of the differences between the effective and statutory income tax rates for years ended December 31: | ||||||||||||||||||||||||||||||
| | | 2014 | | | 2013 | | |||||||||||||||||||||||
| | | Amount | | | Percent | | | Amount | | | Percent | | |||||||||||||||||
Federal statutory rates | | | | $ | -469,678 | | | | | | 34.00% | | | | | $ | -36,598 | | | | | | 34.00% | | | |||||
State income taxes | | | | | -69,070 | | | | | | 5.00% | | | | | | -5,382 | | | | | | 5.00% | | | |||||
Depreciation | | | | | -390 | | | | | | 0.00% | | | | | | — | | | | | | 0.00% | | | |||||
Start-up expenses | | | | | 59,277 | | | | | | -4.30% | | | | | | 40,259 | | | | | | -37.40% | | | |||||
Allowance for write down of assets | | | | | 169,685 | | | | | | -12.30% | | | | | | 985 | | | | | | -0.90% | | | |||||
Permanent differences | | | | | 149,492 | | | | | | -10.80% | | | | | | — | | | | | | 0.00% | | | |||||
Valuation allowance against net deferred tax assets | | | | | 160,684 | | | | | | -11.60% | | | | | | 736 | | | | | | -0.70% | | | |||||
Effective rate | | | | $ | — | | | | | | 0.00% | | | | | $ | — | | | | | | 0.00% | | | |||||
| ||||||||||||||||||||||||||||||
At December 31, 2014 and 2013, the significant components of the deferred tax assets are summarized below: | ||||||||||||||||||||||||||||||
| | | 2014 | | | 2013 | | |||||||||||||||||||||||
Deferred income tax asset | | | | |||||||||||||||||||||||||||
Net operating loss carryforwards | | | | | 164,064 | | | | | | 3,380 | | | |||||||||||||||||
Book to tax differences for write down of assets | | | | | 169,685 | | | | | | — | | | |||||||||||||||||
Book to tax differences in start-up costs | | | | | 125,154 | | | | | | 65,876 | | | |||||||||||||||||
Book to tax differences in depreciation | | | | | -390 | | | | | | — | | | |||||||||||||||||
Total deferred income tax asset | | | | | 458,513 | | | | | | 69,256 | | | |||||||||||||||||
Less: valuation allowance | | | | | -458,513 | | | | | | -69,256 | | | |||||||||||||||||
Total deferred income tax asset | | | | $ | — | | | | | $ | — | | | |||||||||||||||||
| ||||||||||||||||||||||||||||||
The valuation allowance increased by $389,257 and $40,954 in 2014 and 2013 as a result of the Company generating additional net operating losses. | ||||||||||||||||||||||||||||||
The Company has recorded as of December 31, 2014 and 2013 a valuation allowance of $458,513 and $69,256, respectively, as it believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based its assessment on the Company’s lack of profitable operating history. | ||||||||||||||||||||||||||||||
The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2014. | ||||||||||||||||||||||||||||||
The Company has net operating loss carry-forwards of approximately $419,000. Such amounts are subject to IRS code section 382 limitations and expire in 2027. The 2012 to 2014 tax years are still subject to audit. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 — Commitments and Contingencies |
The Company currently leases approximately 2,400 square feet of office space in Irvine, California as our executive offices. The average monthly rental under the lease, which expires on April 30, 2015, is $4,958, after which we expect to continue to use the space on a month to month basis. | |
Rent expense for the years ended December 31, 2014 and 2013 was $21,305 and $0, respectively. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events |
Waste Conversion Facility — North Las Vegas | |
The Company entered into a Purchase and Sale Agreement in February 2015 to acquire a developed location that is expected to house its planned initial waste conversion facility in North Las Vegas, Nevada. The acquisition price for the 18.28 acre developed site is $6,750,000, of which a refundable deposit $100,000 was paid to open escrow, with an anticipated closing date of the purchase in late June subject to securing financing to support the acquisition. | |
Subject to securing funding to finance the site acquisition, site modifications and equipment purchases, the Company intends to initially install four 3.5 ton TCOM Processors with an output consisting of synthetic fuel, synthetic gas, and various grades of carbon. Final design and engineering are underway and the exact configuration and specifications are not yet completed. The estimated timeline for manufacturing and installation of the required equipment and certain building modifications to meet the operational requirements of a TCOM facility is approximately nine months from securing the funding required. | |
Employment Agreements | |
In 2015, the Company appointed additional officers and entered into employment agreements with each of its four executive officers, Jess Rae Booth, Steve Rockey, Walter Carlson and Kristin Johnston. | |
In January 2015, we entered into Employment Agreements with each of our principal officers, Jess Rae Booth, Steve Rockey, Walter Carlson and Kristin Johnston. | |
The Employment Agreement of Mr. Booth has a term of four years and the Employment Agreements of Messrs. Rockey and Carlson and Ms. Johnston each have a term of three years. Following the initial terms of those agreements, unless extended, each of the subject officers’ employment continues on an “at-will” basis. Each of the agreements provides for an annual salary, participation in all employment benefit plans maintained by the company, including a group medical plan and severance pay ranging from one to five months, depending upon the term of service, in the event the company terminates employment without cause or the employee terminates for good reason. Additionally, the officers may participate in any incentive compensation plan and performance bonus plan adopted by the company. | |
The Employment Agreements fix base salaries of the officers at levels escalating on a quarterly basis during 2015 and semi-annually during 2016 and 2017. Annualized base salaries of the officers are: Jess Rae Booth — $134,500 in 2015; $180,000 in 2016; and $219,000 in 2017; each of Messrs. Rockey and Carlson and Ms. Johnston — $110,000 in 2015; $138,000 in 2016; and $177,000 in 2017. | |
Warrant | |
In February 2015, the Company issued a five-year warrant to a service provider to purchase 230,000 shares of common stock at $0.52 per share. | |
Common Stock | |
Subsequent to December 31, 2014, the Company sold 293,619 shares of common stock for proceeds of $179,035. | |
Stock Options | |
Subsequent to December 31, 2014, the Company granted stock options to key employees and consultants to purchase an aggregate of 10,753,400 shares of common stock at an exercise price of $0.535 per share. | |
CGTC/Lurvey Advances — Additional Advances | |
Subsequent to December 31, 2014 and through April 13, 2015, the Company made additional advances to CGTC/Lurvey totaling $34,309. | |
EETIL Loan — Additional Advances | |
Subsequent to December 31, 2014 and through April 13, 2015, the Company made additional advances to EETIL totaling $25,435. | |
Brasil Plus Loan — Additional Advances | |
Subsequent to December 31, 2014 and through April 13, 2015, the Company made additional advances to Brasil Plus totaling $56,500. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounting Policies [Abstract] | ||||||
Use of Estimates | Use of Estimates | |||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. | ||||||
Cash | Cash | |||||
Cash includes cash on hand, cash in time deposits, and certificates of deposit. | ||||||
Furniture and Equipment | Furniture and Equipment | |||||
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: | ||||||
| Furniture and fixtures | | | 7 years | | |
| Equipment | | | 5 years | | |
Long-Lived Assets | Long-Lived Assets | |||||
The Company applies the provisions of ASC Topic 360, “Property, Plant, and Equipment,” which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2014, the Company believes there was no impairment of its long-lived assets. | ||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||
For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, advances to suppliers, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their FVs due to their short maturities. | ||||||
FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the FV of financial instruments held by the Company. FASB ASC Topic 825, “Financial Instruments,” defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows: | ||||||
• | ||||||
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. | ||||||
| ||||||
| ||||||
• | ||||||
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||
| ||||||
• | ||||||
Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the FV measurement. | ||||||
| ||||||
The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, “Distinguishing Liabilities from Equity,” and FASB ASC Topic 815, “Derivatives and Hedging.” | ||||||
As of December 31, 2014 and 2013, respectively, the Company did not identify any assets and liabilities required to be presented on the balance sheet at FV. | ||||||
Revenue Recognition | Revenue Recognition | |||||
The Company’s revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. | ||||||
Stock-Based Compensation | Stock-Based Compensation | |||||
The Company records stock-based compensation in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at FV at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date FV of stock options and other equity-based compensation issued to employees and non-employees. | ||||||
Income Taxes | Income Taxes | |||||
The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | ||||||
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements. | ||||||
Basic and Diluted Earnings Per Share | Basic and Diluted Earnings Per Share | |||||
Earnings per share is calculated in accordance with ASC Topic 260, “Earnings Per Share.” Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during 2014 and 2013, respectively. | ||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360).” ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company’s consolidated results of operations or financial condition. | ||||||
In May 2014, the (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company in the first quarter of its fiscal year ending June 30, 2018. The Company is currently in the process of evaluating the impact of adoption of this ASU on its consolidated financial statements. | ||||||
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation which removes the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendment is effective for annual reporting periods beginning after December 15, 2014. Early application is permitted. The Company chose to adopt ASU No. 2014-10 in the period ended September 30, 2014. | ||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company’s results of operations or financial condition. | ||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management’s | ||||||
responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. | ||||||
In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement — Extraordinary and Unusual items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01). The amendment eliminates from U.S. GAAP the concept of extraordinary items. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted and allows the Company to apply the amendment prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. | ||||||
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounting Policies [Abstract] | ||||||
Schedule of estimated useful lives of property and equipment | | Furniture and fixtures | | | 7 years | |
| Equipment | | | 5 years | | |
Furniture_and_Equipment_Tables
Furniture and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of property, equipment and improvements | | | | 2014 | | ||||
Furniture and fixtures | | | | $ | 7,582 | | | ||
Equipment | | | | | 13,761 | | | ||
| | | | | 21,343 | | | ||
Less accumulated depreciation | | | | | -176 | | | ||
Furniture and equipment, net | | | | $ | 21,167 | | | ||
| |||||||||
Notes_Receivable_Tables
Notes Receivable (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Notes Receivable [Abstract] | ||||||||||||||||
Schedule of notes receivable | | | | 2014 | | | 2013 | | ||||||||
CGTC/Lurvey | | | | $ | 88,979 | | | | | $ | 2,525 | | | |||
EETIL | | | | | 116,123 | | | | | | 0 | | | |||
Brasil Plus | | | | | 32,513 | | | | | | 0 | | | |||
| | | | | 237,615 | | | | | | 2,525 | | | |||
Write down of assets | | | | | -237,615 | | | | | | -2,525 | | | |||
Total notes receivable | | | | $ | — | | | | | $ | — | | | |||
| ||||||||||||||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Schedule of notes payable | | | | 2014 | | | 2013 | | ||||||||
Payable to an individual; payable upon demand; interest at 8% per annum and unsecured | | | | $ | — | | | | | $ | 50,870 | | | |||
Payable to individuals; payable upon demand; non-interest bearing and unsecured | | | | | — | | | | | | 112,775 | | | |||
Payable to an unaffiliated individual; payable upon demand; interest at 12% | | | | | 51,970 | | | | | | — | | | |||
per annum and unsecured | ||||||||||||||||
| | | | $ | 51,970 | | | | | $ | 163,645 | | | |||
| ||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||
Schedule of reconciliation of the differences between the effective and statutory income tax rates | | | | 2014 | | | 2013 | | ||||||||||||||||||||||
| | | Amount | | | Percent | | | Amount | | | Percent | | |||||||||||||||||
Federal statutory rates | | | | $ | -469,678 | | | | | | 34.00% | | | | | $ | -36,598 | | | | | | 34.00% | | | |||||
State income taxes | | | | | -69,070 | | | | | | 5.00% | | | | | | -5,382 | | | | | | 5.00% | | | |||||
Depreciation | | | | | -390 | | | | | | 0.00% | | | | | | — | | | | | | 0.00% | | | |||||
Start-up expenses | | | | | 59,277 | | | | | | -4.30% | | | | | | 40,259 | | | | | | -37.40% | | | |||||
Allowance for write down of assets | | | | | 169,685 | | | | | | -12.30% | | | | | | 985 | | | | | | -0.90% | | | |||||
Permanent differences | | | | | 149,492 | | | | | | -10.80% | | | | | | — | | | | | | 0.00% | | | |||||
Valuation allowance against net deferred tax assets | | | | | 160,684 | | | | | | -11.60% | | | | | | 736 | | | | | | -0.70% | | | |||||
Effective rate | | | | $ | — | | | | | | 0.00% | | | | | $ | — | | | | | | 0.00% | | | |||||
| ||||||||||||||||||||||||||||||
Schedule of deferred tax assets | | | | 2014 | | | 2013 | | ||||||||||||||||||||||
Deferred income tax asset | | | | |||||||||||||||||||||||||||
Net operating loss carryforwards | | | | | 164,064 | | | | | | 3,380 | | | |||||||||||||||||
Book to tax differences for write down of assets | | | | | 169,685 | | | | | | — | | | |||||||||||||||||
Book to tax differences in start-up costs | | | | | 125,154 | | | | | | 65,876 | | | |||||||||||||||||
Book to tax differences in depreciation | | | | | -390 | | | | | | — | | | |||||||||||||||||
Total deferred income tax asset | | | | | 458,513 | | | | | | 69,256 | | | |||||||||||||||||
Less: valuation allowance | | | | | -458,513 | | | | | | -69,256 | | | |||||||||||||||||
Total deferred income tax asset | | | | $ | — | | | | | $ | — | | | |||||||||||||||||
|
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Details textuals) (USD $) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization And Basis Of Presentation [Abstract] | |||
Number of common stock redeemed | 19,500,000 | ||
Number common stock issued to sole owner of ECO Waste (in shares) | 3,000,000 | 3,000,000 | |
Percentage of shares acquired | 100.00% | ||
Number of shares exchanged | 10 | ||
Common stock, shares issued | 3,500,000 | 7,899,787 | 3,000,000 |
Common stock, shares outstanding | 3,500,000 | 7,899,787 | 3,000,000 |
Amount paid for services | $100,000 | ||
Net assets of legal acquirer | 0 | ||
Net loss | -1,381,406 | -107,640 | |
Net cash used in operating activities | -512,185 | -100,323 | |
Accumulated deficit | ($1,561,512) | ($180,106) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details textuals) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Depreciation method | Straight line method |
Furniture_and_Equipment_Detail
Furniture and Equipment (Details) (USD $) | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | |
Furniture and fixtures | $7,582 |
Equipment | 13,761 |
Furniture and equipment, gross | 21,343 |
Less accumulated depreciation | -176 |
Furniture and equipment, net | $21,167 |
Furniture_and_Equipment_Detail1
Furniture and Equipment (Details textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $176 |
Licensing_Fees_Details_textual
Licensing Fees (Details textuals) (TCOM Technology, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
TCOM Technology | |
Licensing Fees [Line Items] | |
Prepaid license fee | $125,000 |
Additional licensing fee per facility | 250,000 |
Licensing fee payable on commencement of construction | 150,000 |
Licensing fee payable following completion of commercial operations | 100,000 |
Production royalties percent of net profits | 5.00% |
Period of production royalties | 5 years |
Las vegas prepaid applicable license fee | 375,000 |
Applicable license fees payable in advance | 175,000 |
Applicable license fees payable following commercial operations | 200,000 |
Payment of licensing fee applicable to Las Vegas facility | $175,000 |
Notes_Receivable_Details
Notes Receivable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Notes Receivable [Line Items] | ||
Notes receivable, gross | $237,615 | $2,525 |
Write down of assets | -237,615 | -2,525 |
Total notes receivable | ||
CGTC/Lurvey | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | 88,979 | 2,525 |
EETIL | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | 116,123 | 0 |
Brasil Plus | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | $32,513 | $0 |
Notes_Receivable_Details_textu
Notes Receivable (Details textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CGTC | ||
Notes Receivable [Line Items] | ||
Advances | $88,979 | $2,525 |
EETIL | ||
Notes Receivable [Line Items] | ||
Advances | 116,123 | |
Loans interest rate | 10.00% | |
Period of warrants issue | 5 years | |
Warrant price per share | $0.01 | |
Non diluting equity ownership interest percentage | 0.50% | |
Loan principal amount | 10,000 | |
Brasil Plus | ||
Notes Receivable [Line Items] | ||
Advances | 32,513 | |
Loans interest rate | 10.00% | |
Period of warrants issue | 5 years | |
Warrant price per share | $0.01 | |
Non diluting equity ownership interest percentage | 0.50% | |
Loan principal amount | $10,000 |
Investments_Details_textuals
Investments (Details textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Investment Holdings [Line Items] | ||
Write down of assets | $237,615 | $2,525 |
Sonic Convertible Bridge Loan Agreement | ||
Investment Holdings [Line Items] | ||
Agreed loan amount | 200,000 | |
Loans interest rate | 10.00% | |
Description of preferred pricing grant | The Company was granted preferred pricing on the purchase of up to 25 SonCav Generators in the U.S. of: (i) cost plus thirty percent on up to five units in 2015; (ii) cost plus twenty five percent on up to five units in 2016; and (iii) cost plus twenty percent on up to five units in each of 2017, 2018 and 2019. | |
Sonic Convertible Bridge Loan Agreement | SCLtd | ||
Investment Holdings [Line Items] | ||
Non diluting interest percentage | 0.25% | |
Sonic Convertible Bridge Loan Agreement | SonCav | ||
Investment Holdings [Line Items] | ||
Non diluting interest percentage | 3.00% | |
Write down of assets | $200,000 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Notes payable | $51,970 | $163,645 |
Payable to an individual; payable upon demand; interest at 8% per annum and unsecured | ||
Debt Instrument [Line Items] | ||
Notes payable | 50,870 | |
Payable to individuals; payable upon demand; non-interest bearing and unsecured | ||
Debt Instrument [Line Items] | ||
Notes payable | 112,775 | |
Payable to an unaffiliated individual; payable upon demand; interest at 12% per annum and unsecured | ||
Debt Instrument [Line Items] | ||
Notes payable | $51,970 |
Notes_Payable_Parentheticals_D
Notes Payable (Parentheticals) (Details) | Dec. 31, 2014 |
Debt Instrument [Line Items] | |
Unsecured notes payable interest rate | 0.00% |
Payable to an individual; payable upon demand; interest at 8% per annum and unsecured | |
Debt Instrument [Line Items] | |
Unsecured notes payable interest rate | 8.00% |
Payable to an unaffiliated individual; payable upon demand; interest at 12% per annum and unsecured | |
Debt Instrument [Line Items] | |
Unsecured notes payable interest rate | 12.00% |
Notes_Payable_Details_textuals
Notes Payable (Details textuals) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Proceeds from unsecured notes payable | $106,178 |
Unsecured notes payable interest rate | 0.00% |
Unsecured notes payable conversion amount | $271,599 |
Unsecured notes payable shares issued upon conversion (in shares) | 855,000 |
Stockholders_Equity_Details_te
Stockholders' Equity (Details textuals) (USD $) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stockholders Equity [Line Items] | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | |
Preferred stock, shares outstanding | 1,000,000 | 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | |
Common stock, shares issued | 3,500,000 | 7,899,787 | 3,000,000 |
Common stock, shares outstanding | 3,500,000 | 7,899,787 | 3,000,000 |
Shares issued in connection with change of control (in shares) | 3,000,000 | 3,000,000 | |
Shares issued in connection with conversion of debt(in shares) | 855,000 | ||
Shares issued in connection with conversion of debt value | $271,599 | ||
Shares issued for cash (in shares) | 2,813,137 | ||
Shares issued for cash value | 1,470,485 | ||
Shares issued for services (in shares) | 731,650 | ||
Shares issued for services value | 380,458 | ||
Series A Preferred Stock | |||
Stockholders Equity [Line Items] | |||
Stock issued during period | $100 | ||
Preferred stock, shares outstanding | 1,000,000 | ||
Preferred stock, voting rights | Ten votes |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Amount | ||
Federal statutory rates | ($469,678) | ($36,598) |
State income taxes | -69,070 | -5,382 |
Depreciation | -390 | |
Start-up expenses | 59,277 | 40,259 |
Allowance for write down of assets | 169,685 | 985 |
Permanent differences | 149,492 | |
Valuation allowance against net deferred tax assets | 160,684 | 736 |
Effective rate | ||
Percent | ||
Federal statutory rates | 34.00% | 34.00% |
State income taxes | 5.00% | 5.00% |
Depreciation | 0.00% | 0.00% |
Start-up expenses | -4.30% | -37.40% |
Allowance for write down of assets | -12.30% | -0.90% |
Permanent differences | -10.80% | 0.00% |
Valuation allowance against net deferred tax assets | -11.60% | -0.70% |
Effective rate | 0.00% | 0.00% |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax asset | ||
Net operating loss carryforwards | $164,064 | $3,380 |
Book to tax differences for write down of assets | 169,685 | |
Book to tax differences in start-up costs | 125,154 | 65,876 |
Book to tax differences in depreciation | -390 | |
Total deferred income tax asset | 458,513 | 69,256 |
Less: valuation allowance | -458,513 | -69,256 |
Total deferred income tax asset |
Income_Taxes_Details_textuals
Income Taxes (Details textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Increase in valuation allowance | $389,257 | $40,954 |
Valuation allowance | 458,513 | 69,256 |
Net operating loss carry forwards | $419,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
sqft | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Leases in square feet | 2,400 | |
Average monthly rental on lease | $4,958 | |
Rent expense | $21,305 | $0 |
Subsequent_Events_Details_text
Subsequent Events (Details textuals) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Aug. 31, 2014 | Dec. 31, 2014 | Mar. 16, 2015 | Feb. 28, 2015 | Apr. 13, 2015 | Jan. 31, 2015 | |
Executive_Officer | ||||||
Subsequent Event [Line Items] | ||||||
Number of common stock sold (in shares) | 3,000,000 | 3,000,000 | ||||
EETIL | ||||||
Subsequent Event [Line Items] | ||||||
Period of warrants issue | 5 years | |||||
Warrant price per share | 0.01 | |||||
Brasil Plus | ||||||
Subsequent Event [Line Items] | ||||||
Period of warrants issue | 5 years | |||||
Warrant price per share | 0.01 | |||||
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Period of warrants issue | 5 years | |||||
Number of shares called by warrant | 230,000 | |||||
Warrant price per share | $0.52 | |||||
Number of common stock sold (in shares) | 293,619 | |||||
Proceeds from common stock sale | $179,035 | |||||
Number of stock options granted | 10,753,400 | |||||
Exercise price of stock options | $0.54 | |||||
Subsequent event | CGTC/Lurvey | ||||||
Subsequent Event [Line Items] | ||||||
Additional advances | 34,309 | |||||
Subsequent event | EETIL | ||||||
Subsequent Event [Line Items] | ||||||
Additional advances | 25,435 | |||||
Subsequent event | Brasil Plus | ||||||
Subsequent Event [Line Items] | ||||||
Warrant price per share | $0.01 | |||||
Additional advances | 56,500 | |||||
Subsequent event | Purchase and sale agreement | ||||||
Subsequent Event [Line Items] | ||||||
Area of developed site (in acres) | 18.28 | |||||
Acquisition price of developed site | 6,750,000 | |||||
Payment to open escrow | 100,000 | |||||
Number of TCOM processors | 4 | |||||
TCOM processors (in Ton) | 3.5 | |||||
Subsequent event | Employment agreements | ||||||
Subsequent Event [Line Items] | ||||||
Number of executive officers | 4 | |||||
Subsequent event | Employment agreements | Jess Rae Booth | ||||||
Subsequent Event [Line Items] | ||||||
Term of agreement (in years) | 4 years | |||||
Annualized base salaries of officer in 2015 | 134,500 | |||||
Annualized base salaries of officer in 2016 | 180,000 | |||||
Annualized base salaries of officer in 2017 | 219,000 | |||||
Subsequent event | Employment agreements | Steve Rockey | ||||||
Subsequent Event [Line Items] | ||||||
Term of agreement (in years) | 3 years | |||||
Annualized base salaries of officer in 2015 | 110,000 | |||||
Annualized base salaries of officer in 2016 | 138,000 | |||||
Annualized base salaries of officer in 2017 | 177,000 | |||||
Subsequent event | Employment agreements | Walter Carlson | ||||||
Subsequent Event [Line Items] | ||||||
Term of agreement (in years) | 3 years | |||||
Annualized base salaries of officer in 2015 | 110,000 | |||||
Annualized base salaries of officer in 2016 | 138,000 | |||||
Annualized base salaries of officer in 2017 | 177,000 | |||||
Subsequent event | Employment agreements | Kristin Johnston | ||||||
Subsequent Event [Line Items] | ||||||
Term of agreement (in years) | 3 years | |||||
Annualized base salaries of officer in 2015 | 110,000 | |||||
Annualized base salaries of officer in 2016 | 138,000 | |||||
Annualized base salaries of officer in 2017 | 177,000 |