Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 28, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ECO Integrated Technologies, Inc. | |
Entity Central Index Key | 1586609 | |
Trading Symbol | ecoi | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,548,194 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $173,871 | $433,045 |
Prepaid expenses and other current assets | 9,116 | 12,886 |
Total current assets | 182,987 | 445,931 |
Furniture and equipment, net | 27,510 | 21,167 |
Licensing fee | 175,000 | 175,000 |
Other assets | 126,623 | 2,500 |
Total assets | 512,120 | 644,598 |
Current liabilities: | ||
Accounts payable and accrued expenses | 75,506 | 31,498 |
Notes payable | 51,922 | 51,970 |
Total current liabilities | 127,428 | 83,468 |
Stockholders' equity: | ||
Preferred stock, ($0.0001 par value; 20,000,000 shares authorized, 1,000,000 shares issued and outstanding) | 100 | 100 |
Common stock, ($0.0001 par value; 100,000,000 shares authorized 8,360,283 and 7,899,787 shares issued and outstanding) | 836 | 790 |
Additional paid-in capital | 5,507,211 | 2,121,752 |
Accumulated deficit | -5,123,455 | -1,561,512 |
Total stockholders' equity | 384,692 | 561,130 |
Total liabilities and stockholders' equity | $512,120 | $644,598 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
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 | 8,360,283 | 7,899,787 |
Common stock, shares outstanding | 8,360,283 | 7,899,787 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Sales | ||
Cost of goods sold | ||
Gross profit | ||
Operating expenses: | ||
General and administrative expenses | 330,586 | 33,217 |
Stock-based compensation | 3,116,270 | |
Write down of assets | 113,999 | 12,645 |
Total operating expenses | 3,560,855 | 45,862 |
Loss from operations | -3,560,855 | -45,862 |
Other income (expense): | ||
Interest expense | -1,088 | |
Total other income (expense) | -1,088 | |
Loss before provision for income taxes | -3,561,943 | -45,862 |
Provision for income taxes | ||
Net loss | ($3,561,943) | ($45,862) |
Net loss per share: | ||
Basic (in dollars per share) | ($0.44) | ($0.02) |
Diluted (in dollars per share) | ($0.44) | ($0.02) |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 8,064,521 | 3,000,000 |
Diluted (in shares) | 8,064,521 | 3,000,000 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | ($3,561,943) | ($45,862) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,190 | |
Stock-based compensation | 3,116,270 | |
Write down of assets | 113,999 | 12,645 |
Changes in current assets and liabilities: | ||
Prepaid expenses and other assets | 3,770 | |
Accounts payable and accrued expenses | 44,008 | -2,500 |
Net cash used in operating activities | -282,706 | -35,717 |
INVESTING ACTIVITIES: | ||
Issuance of notes receivable | -113,999 | -12,645 |
Payment for furniture and equipment | -7,533 | |
Payment for other assets | -124,123 | |
Net cash used in investing activities | -245,655 | -12,645 |
FINANCING ACTIVITIES: | ||
Proceeds from note payable | 48,377 | |
Repayment of notes payable | -48 | |
Proceeds from issuance of common stock | 269,235 | |
Net cash provided by financing activities | 269,187 | 48,377 |
NET INCREASE (DECREASE) IN CASH | -259,174 | 15 |
CASH, BEGINNING BALANCE | 433,045 | |
CASH, ENDING BALANCE | 173,871 | 15 |
CASH PAID FOR: | ||
Income taxes | ||
Interest |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Basis Of Presentation And Significant Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Significant Accounting Policies | Note 1 - Organization, Basis of Presentation and Significant Accounting Policies |
The unaudited consolidated financial statements were prepared by ECO Integrated Technologies, Inc., pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results for the three months ended March 31, 2015, are not necessarily indicative of the results to be expected for the year ending December 31, 2015. | |
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 focused on acquiring and/or developing and commercializing a portfolio of state-of-the-art and environmentally friendly waste handling and treatment solutions by establishing facilities and contracting with governmental and private industry entities to convert waste streams into commercial by-products. The Company’s technology portfolio presently includes (i) certain preferred pricing and other rights in SonCav – a patented water treatment technology, and (ii) a license to utilize a patented technology, referred to as “TCOM” – or Thermal Conversion of Organic Materials, to convert a wide spectrum of waste feedstock into salable by-products, principally carbon, synthetic fuel, synthetic gas and electric power, utilizing pressure, heat and a catalyst. The Company plans to deploy its technologies to (i) establish SonCav as a market leading solution for waste water treatment and desalination; and (ii) establish one or more TCOM facilities, initially targeting the Las Vegas market, to handle waste streams and produce salable by-products. The Company plans to supplement its SonCav and TCOM technology with other complementary environmentally-friendly technologies and solutions to provide a suite of solutions to ever increasing municipal and private industry waste challenges. | |
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 three months ended and the year ended December 31, 2014, the Company incurred a net loss of $3,561,943 and $1,381,406, respectively, and had negative cash flows from operations of $287,706 and $512,185, respectively. As of March 31, 2015 and December 31, 2014 the Company had an accumulated deficit of $5,123,455 and $1,561,512, respectively. 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. | |
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. | |
Subsequent Events | |
The Company has evaluated all transactions from March 31, 2015 through the financial statement issuance date for subsequent event disclosure consideration. | |
Recent Accounting Pronouncements | |
No accounting standards or interpretations issued recently are expected to a have a material impact on our consolidated financial position, operations or cash flows. |
Furniture_and_Equipment
Furniture and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Furniture and Equipment | Note 2 – Furniture and Equipment | ||||||||
The following are the details of the property, equipment and improvements at March 31, 2015 and December 31, 2014: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Furniture and fixtures | $ | 7,582 | $ | 7,582 | |||||
Equipment | 21,294 | 13,761 | |||||||
28,876 | 21,343 | ||||||||
Less accumulated depreciation | (1,366 | ) | (176 | ) | |||||
Furniture and equipment, net | $ | 27,510 | $ | 21,167 | |||||
Depreciation expense for the three months ended March 31, 2015 and 2014 was $1,190 and $0, respectively. |
Other_Assets
Other Assets | 3 Months Ended |
Mar. 31, 2015 | |
Other Assets [Abstract] | |
Other Assets | Note 3 – Other Assets |
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. | |
At March 31, 2015, other assets consisted of the $100,000 deposit mentioned above and $26,623 of engineering, consulting and other costs associated with the Las Vegas waste conversion facility. |
Notes_Receivable
Notes Receivable | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Receivable [Abstract] | |||||||||
Notes Receivable | Note 4 – Notes Receivable | ||||||||
Notes receivable at March 31, 2015 and December 31, 2014 consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
CGTC/Lurvey | $ | 123,313 | $ | 88,979 | |||||
EETIL | 139,288 | 116,123 | |||||||
Brasil Plus | 89,013 | 32,513 | |||||||
351,614 | 237,615 | ||||||||
Allowance for uncollectible balances | (351,614 | ) | (237,615 | ) | |||||
Total notes receivable | $ | - | $ | - | |||||
Carbon Geo-Tek Consultants, Inc. (“CGTC”) and Lurvey 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 $123,313 and 88,979 at March 31, 2015 and December 31, 2014, 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 $139,288 and $116,123 at March 31, 2015 and December 31, 2014, respectively, 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 $89,013 and $32,513 at March 31, 2015 and December 31, 2014, respectively 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. |
Notes_Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable |
Notes payable at March 31, 2015 and December 31, 2014 consisted of a note payable to an unaffiliated individual that is payable upon demand, bears interest at 12% per annum and is unsecured. The balance of this note payable at March 31, 2015 and December 31, 2014 was $51,922 and $51,970, respectively. | |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
Stockholders' Equity | Note 6 – Stockholders’ Equity | ||||||||||||||||
Common stock | |||||||||||||||||
The Company has authorized the issuance of 100,000,000 shares of common stock, $0.0001 par value. At March 31, 2015 and December 31, 2014, the Company had 8,360,283 and 7,899,787, respectively, shares of common stock issued and outstanding. | |||||||||||||||||
During the three months ended March 31, 2015, the Company issued 460,496 shares of common stock for cash proceeds of $269,235. | |||||||||||||||||
Stock options and warrants | |||||||||||||||||
The following is a summary of stock option and warrant activity: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Options/ | Average | Remaining | Aggregate | ||||||||||||||
Warrants | Exercise | Contractual | Intrinsic | ||||||||||||||
Outstanding | Price | Life | Value | ||||||||||||||
Outstanding, December 31, 2014 | - | ||||||||||||||||
Granted | 10,983,400 | $ | 0.535 | ||||||||||||||
Forfeited | - | ||||||||||||||||
Exercised | - | ||||||||||||||||
Outstanding, March 31, 2015 | 10,983,400 | $ | 0.535 | 4.96 | $ | 3,450 | |||||||||||
Exercisable, March 31, 2015 | 10,133,400 | $ | 0.535 | 4.96 | $ | 3,450 | |||||||||||
The exercise price for options/warrants outstanding and exercisable at March 31, 2015 is as follows: | |||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||
Number of | Number of | ||||||||||||||||
Options/ | Exercise | Options/ | Exercise | ||||||||||||||
Warrants | Price | Warrants | Price | ||||||||||||||
230,000 | $ | 0.52 | 230,000 | $ | 0.52 | ||||||||||||
10,753,400 | 0.535 | 9,903,400 | 0.535 | ||||||||||||||
10,983,400 | 10,133,400 | ||||||||||||||||
For options granted during 2015 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $0.31 and the weighted-average exercise price of such options was $0.535. No options were granted during 2015, where the exercise price was greater than the stock price at the date of grant or the exercise was less than the stock price at the date of grant | |||||||||||||||||
The fair value of the stock options is being amortized to stock option expense over the vesting period. The Company recorded stock option expense of $3,116,270 and $0 during the three months ended March 31, 2015 and 2014, respectively. At March 31, 2015, the unamortized stock option expense was $284,204 which will be amortized to expense through March 31, 2017. | |||||||||||||||||
The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows: | |||||||||||||||||
Risk-free interest rate | 0.25% | ||||||||||||||||
Expected life of the options | 2.5 to 3.5 years | ||||||||||||||||
Expected volatility | 100% | ||||||||||||||||
Expected dividend yield | 0% |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – Commitments and Contingencies |
Lease agreement | |
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 three months ended March 31, 2015 and 2014 was $15,095 and $0, respectively. | |
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. | |
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. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events |
The following events occurred subsequent to March 31, 2015 and through the date of the release of these financial statements. | |
In April 2015, the Company loaned an additional $25,000 to SonCav LLC. The loan is repayable, at 110% of face amount, on September 30, 2015 and is convertible, at the Company’s option, into a 0.25% interest in SonCav LLC. Pursuant to that loan, the Company’s rights to acquire SonCav Generators at preferred pricing was increased from five units to ten units per year from 2015 through 2019. |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 three months ended and the year ended December 31, 2014, the Company incurred a net loss of $3,561,943 and $1,381,406, respectively, and had negative cash flows from operations of $287,706 and $512,185, respectively. As of March 31, 2015 and December 31, 2014 the Company had an accumulated deficit of $5,123,455 and $1,561,512, respectively. 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. | |
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. | |
Subsequent Events | Subsequent Events |
The Company has evaluated all transactions from March 31, 2015 through the financial statement issuance date for subsequent event disclosure consideration. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
No accounting standards or interpretations issued recently are expected to a have a material impact on our consolidated financial position, operations or cash flows. |
Furniture_and_Equipment_Tables
Furniture and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of property, equipment and improvements | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Furniture and fixtures | $ | 7,582 | $ | 7,582 | |||||
Equipment | 21,294 | 13,761 | |||||||
28,876 | 21,343 | ||||||||
Less accumulated depreciation | (1,366 | ) | (176 | ) | |||||
Furniture and equipment, net | $ | 27,510 | $ | 21,167 |
Notes_Receivable_Tables
Notes Receivable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Notes Receivable [Abstract] | |||||||||
Schedule of notes receivable | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
CGTC/Lurvey | $ | 123,313 | $ | 88,979 | |||||
EETIL | 139,288 | 116,123 | |||||||
Brasil Plus | 89,013 | 32,513 | |||||||
351,614 | 237,615 | ||||||||
Allowance for uncollectible balances | (351,614 | ) | (237,615 | ) | |||||
Total notes receivable | $ | - | $ | - |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||
Summary of stock option and warrant activity | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | ||||||||||||||||
Options/ | Average | Remaining | Aggregate | ||||||||||||||
Warrants | Exercise | Contractual | Intrinsic | ||||||||||||||
Outstanding | Price | Life | Value | ||||||||||||||
Outstanding, December 31, 2014 | - | ||||||||||||||||
Granted | 10,983,400 | $ | 0.535 | ||||||||||||||
Forfeited | - | ||||||||||||||||
Exercised | - | ||||||||||||||||
Outstanding, March 31, 2015 | 10,983,400 | $ | 0.535 | 4.96 | $ | 3,450 | |||||||||||
Exercisable, March 31, 2015 | 10,133,400 | $ | 0.535 | 4.96 | $ | 3,450 | |||||||||||
Summary of exercise price for options and warrants outstanding and exercisable | Outstanding | Exercisable | |||||||||||||||
Number of | Number of | ||||||||||||||||
Options/ | Exercise | Options/ | Exercise | ||||||||||||||
Warrants | Price | Warrants | Price | ||||||||||||||
230,000 | $ | 0.52 | 230,000 | $ | 0.52 | ||||||||||||
10,753,400 | 0.535 | 9,903,400 | 0.535 | ||||||||||||||
10,983,400 | 10,133,400 | ||||||||||||||||
Summary of assumptions used in calculating the fair value of options granted | |||||||||||||||||
Risk-free interest rate | 0.25% | ||||||||||||||||
Expected life of the options | 2.5 to 3.5 years | ||||||||||||||||
Expected volatility | 100% | ||||||||||||||||
Expected dividend yield | 0% |
Organization_Basis_of_Presenta2
Organization, Basis of Presentation and Significant Accounting Policies (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Organization, Basis Of Presentation And Significant Accounting Policies [Abstract] | ||||
Number of common stock redeemed | 19,500,000 | |||
Number common stock issued to sole owner of ECO Waste | 3,000,000 | |||
Percentage of shares acquired | 100.00% | |||
Number of shares exchanged | 10 | |||
Common stock, shares issued | 3,500,000 | 8,360,283 | 7,899,787 | |
Common stock, shares outstanding | 3,500,000 | 8,360,283 | 7,899,787 | |
Amount paid for services | $100,000 | |||
Net assets of legal acquirer | 0 | |||
Net loss | 3,561,943 | 45,862 | 1,381,406 | |
Cash flows from operations | 287,706 | 512,185 | ||
Accumulated deficit | $5,123,455 | $1,561,512 |
Furniture_and_Equipment_Detail
Furniture and Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $7,582 | $7,582 |
Equipment | 21,294 | 13,761 |
Furniture and equipment, gross | 28,876 | 21,343 |
Less accumulated depreciation | -1,366 | -176 |
Furniture and equipment, net | $27,510 | $21,167 |
Furniture_and_Equipment_Detail1
Furniture and Equipment (Detail Textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $1,190 |
Other_Assets_Detail_Textuals
Other Assets (Detail Textuals) (Purchase and sale agreement, USD $) | 1 Months Ended | |
Feb. 28, 2015 | Mar. 31, 2015 | |
Processor | ||
T | ||
acre | ||
Purchase and sale agreement | ||
Other Assets [Line Items] | ||
Area of developed site (in acres) | 18.28 | |
Acquisition price of developed site | $6,750,000 | |
Refundable deposit to open escrow | 100,000 | |
Number of TCOM processors | 4 | |
TCOM processors (in Ton) | 3.5 | |
Escrow deposit | 100,000 | |
Engineering consulting and other costs | $26,623 |
Notes_Receivable_Details
Notes Receivable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Notes Receivable [Line Items] | ||
Notes receivable, gross | $351,614 | $237,615 |
Allowance for uncollectible balances | -351,614 | -237,615 |
Total | ||
CGTC/Lurvey | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | 123,313 | 88,979 |
Allowance for uncollectible balances | -123,313 | -88,979 |
EETIL | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | 139,288 | 116,123 |
Allowance for uncollectible balances | -139,288 | -116,123 |
Brasil Plus | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | 89,013 | 32,513 |
Allowance for uncollectible balances | ($89,013) | ($32,513) |
Notes_Receivable_Detail_Textua
Notes Receivable (Detail Textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Notes Receivable [Line Items] | ||
Advances written off | $351,614 | $237,615 |
CGTC/Lurvey | ||
Notes Receivable [Line Items] | ||
Advances written off | 123,313 | 88,979 |
EETIL | ||
Notes Receivable [Line Items] | ||
Loans interest rate | 10.00% | |
Period of warrants issue | 5 years | |
Warrant price per share | $0.01 | |
Percentage of equity ownership interest | 0.50% | |
Loan principal amount | 10,000 | |
Advances written off | 139,288 | 116,123 |
Brasil Plus | ||
Notes Receivable [Line Items] | ||
Loans interest rate | 10.00% | |
Period of warrants issue | 5 years | |
Warrant price per share | $0.01 | |
Percentage of equity ownership interest | 0.50% | |
Loan principal amount | 10,000 | |
Advances written off | $89,013 | $32,513 |
Notes_Payable_Detail_Textuals
Notes Payable (Detail Textuals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Unsecured notes payable interest rate | 12.00% | |
Balance of note payable | $51,922 | $51,970 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Options/Warrants Outstanding | |
Outstanding, March 31, 2015 | 10,983,400 |
Exercisable, March 31, 2015 | 10,133,400 |
Stock options and warrants | |
Options/Warrants Outstanding | |
Outstanding, December 31, 2014 | |
Granted | 10,983,400 |
Forfeited | |
Exercised | |
Outstanding, March 31, 2015 | 10,983,400 |
Exercisable, March 31, 2015 | 10,133,400 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2014 | |
Granted | $0.54 |
Outstanding, March 31, 2015 | $0.54 |
Exercisable, March 31, 2015 | $0.54 |
Weighted Average Remaining Contractual Life | |
Outstanding, March 31, 2015 | 4 years 11 months 16 days |
Exercisable, March 31, 2015 | 4 years 11 months 16 days |
Aggregate Intrinsic Value | |
Outstanding, March 31, 2015 | $3,450 |
Exercisable, March 31, 2015 | $3,450 |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (USD $) | Mar. 31, 2015 |
Share Based Compensation Exercise Price Range [Line Items] | |
Outstanding number of Options/ Warrants | 10,983,400 |
Exercisable number of Options/ Warrants | 10,133,400 |
Exercise price 0.520 | |
Share Based Compensation Exercise Price Range [Line Items] | |
Outstanding number of Options/ Warrants | 230,000 |
Outstanding exercise price | 0.52 |
Exercisable number of Options/ Warrants | 230,000 |
Exercisable exercise price | 0.52 |
Exercise price 0.535 | |
Share Based Compensation Exercise Price Range [Line Items] | |
Outstanding number of Options/ Warrants | 10,753,400 |
Outstanding exercise price | 0.535 |
Exercisable number of Options/ Warrants | 9,903,400 |
Exercisable exercise price | 0.535 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (Options) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.25% |
Expected volatility | 100.00% |
Expected dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of the options | 2 years 6 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of the options | 3 years 6 months |
Stockholders_Equity_Detail_Tex
Stockholders' Equity (Detail Textuals) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |||
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 | 8,360,283 | 7,899,787 | 3,500,000 |
Common stock, shares outstanding | 8,360,283 | 7,899,787 | 3,500,000 |
Shares issued for cash (in shares) | 460,496 | ||
Shares issued for cash, value | $269,235 | ||
Weighted average fair value of options granted | $0.31 | ||
Weighted average exercise price of options outstanding | $0.54 | ||
Stock option expense | 3,116,270 | ||
Unamortized stock option expense | $284,204 |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail Textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
sqft | ||
Lease agreement | ||
Commitments And Contingencies [Line Items] | ||
Leases in square feet | 2,400 | |
Average monthly rental on lease | $4,958 | |
Rent expense | 15,095 | 0 |
Employment agreements | ||
Commitments And Contingencies [Line Items] | ||
Number of executive officers | 4 | |
Employment agreements | Jess Rae Booth | ||
Commitments And Contingencies [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 | |
Employment agreements | Steve Rockey | ||
Commitments And Contingencies [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 | |
Employment agreements | Walter Carlson | ||
Commitments And Contingencies [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 | |
Employment agreements | Kristin Johnston | ||
Commitments And Contingencies [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_Events_Detail_textu
Subsequent Events (Detail textuals) (Subsequent event, SonCav LLC, USD $) | 1 Months Ended |
Apr. 30, 2015 | |
Subsequent event | SonCav LLC | |
Subsequent Event [Line Items] | |
Additional loan advance | $25,000 |
Loan repayment percentage of face value | 110.00% |
Percentage of equity ownership interest | 0.25% |
Preferred pricing units per year | Five units |
Increased preferred pricing units per year | Ten units |