Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 15, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ECO Integrated Technologies, Inc. | |
Entity Central Index Key | 1,586,609 | |
Trading Symbol | ecoi | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 9,593,529 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $ 216,104 | $ 433,045 |
Prepaid expenses and other current assets | 4,575 | 12,886 |
Total current assets | 220,679 | 445,931 |
Furniture and equipment, net | 26,178 | 21,167 |
Licensing fee | 175,000 | 175,000 |
Other assets | 166,199 | 2,500 |
TOTAL ASSETS | 588,056 | 644,598 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 155,277 | 31,498 |
Note payable | 17,578 | 51,970 |
Total current liabilities | 172,855 | $ 83,468 |
Note payable, net of current portion | 32,995 | |
TOTAL LIABILITIES | 205,850 | $ 83,468 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, 1,000,000 and 1,000,000 shares issued and outstanding | 100 | 100 |
Common stock, $0.0001 par value, 100,000,000 shares authorized, 9,593,529 and 7,899,787 shares issued and outstanding | 959 | 790 |
Additional paid-in capital | 6,094,396 | 2,121,752 |
Accumulated deficit | (5,713,249) | (1,561,512) |
Total stockholders' equity | 382,206 | 561,130 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 588,056 | $ 644,598 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
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) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 9,593,529 | 7,899,787 |
Common stock, shares outstanding | 9,593,529 | 7,899,787 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Sales | ||||
Cost of goods sold | ||||
Gross profit | ||||
Operating expenses: | ||||
General and administrative expenses | $ 288,458 | $ 39,060 | $ 619,044 | $ 72,277 |
Stock-based compensation | 182,008 | 3,298,278 | ||
Write down of assets | 117,987 | $ 2,025 | 231,986 | $ 14,670 |
Total operating expenses | 588,453 | 41,085 | 4,149,308 | 86,947 |
Loss from operations | (588,453) | $ (41,085) | (4,149,308) | $ (86,947) |
Other income (expense) | ||||
Interest expense | (1,341) | (2,429) | ||
Total other income (expense) | (1,341) | (2,429) | ||
Loss before provision for income taxes | $ (589,794) | $ (41,085) | $ (4,151,737) | $ (86,947) |
Provision for income taxes | ||||
Net loss | $ (589,794) | $ (41,085) | $ (4,151,737) | $ (86,947) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 8,702,323 | 3,000,000 | 8,385,184 | 3,000,000 |
Diluted (in shares) | 8,702,323 | 3,000,000 | 8,385,184 | 3,000,000 |
Loss per share | ||||
Basic (in dollars per share) | $ (0.07) | $ (0.01) | $ (0.50) | $ (0.03) |
Diluted (in dollars per share) | $ (0.07) | $ (0.01) | $ (0.50) | $ (0.03) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (4,151,737) | $ (86,947) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,522 | |
Stock-based compensation | 3,298,278 | |
Write down of assets | 231,986 | $ 14,670 |
Change in current assets and liabilities: | ||
Prepaid expenses and other assets | 8,311 | |
Accounts payable and accrued expenses | 123,779 | $ (4,195) |
Net cash used in operating activities | (486,861) | (76,472) |
INVESTING ACTIVITIES: | ||
Issuance of notes receivable | (231,986) | $ (14,670) |
Payment for furniture and equipment | (7,533) | |
Payment for other assets | (163,699) | |
Net cash used in investing activities | $ (403,218) | $ (14,670) |
FINANCING ACTIVITIES: | ||
Proceeds from note payable | $ 91,177 | |
Repayment of note payable | $ (1,397) | |
Proceeds from issuance of common stock | 674,535 | |
Net cash provided by financing activities | 673,138 | $ 91,177 |
NET INCREASE (DECREASE) IN CASH | (216,941) | $ 35 |
CASH, BEGINNING BALANCE | 433,045 | |
CASH, ENDING BALANCE | $ 216,104 | $ 35 |
CASH PAID FOR: | ||
Interest | ||
Income taxes |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 condensed 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 six months ended June 30, 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 intends to continue to work with the developers of SonCav and TCOM to prove the commercial viability of those technologies and further define the Company’s rights to deploy those technologies. The Company plans to supplement its existing technologies 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 condensed 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 condensed 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 six months ended June 30, 2015 and the year ended December 31, 2014, the Company incurred a net loss of $4,151,737 and $1,381,406, respectively, and had negative cash flows from operations of $486,861 and $512,185, respectively. As of June 30, 2015 and December 31, 2014 the Company had an accumulated deficit of $5,713,249 and $1,561,512, respectively. Additionally, the Company has contracted to acquire and develop a facility in Las Vegas at an estimated cost of $32 million. The Company has posted a non-refundable deposit of $100,000 against the $6.75 million purchase price of the facility but presently lacks the financial resources to consummate either the purchase or development of the facility. These condensed 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, including products derived from the planned operation of the Las Vegas facility. 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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2015 and December 31, 2014: June 30, December 31, 2015 2014 Furniture and fixtures $ 7,582 $ 7,582 Equipment 21,294 13,761 28,876 21,343 Less accumulated depreciation (2,698 ) (176 ) Furniture and equipment, net $ 26,178 $ 21,167 Depreciation expense for the six months ended June 30, 2015 and 2014 was $2,522 and $0, respectively. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 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 deposit $100,000 was paid to open escrow, with an anticipated closing date of the purchase in September 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 June 30, 2015, other assets consisted of the $100,000 deposit mentioned above and $66,199 of engineering, consulting and other costs associated with the Las Vegas waste conversion facility. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2015 | |
Notes Receivable [Abstract] | |
Notes Receivable | Note 4 – Notes Receivable Notes receivable at June 30, 2015 and December 31, 2014 consisted of the following: June 30, December 31, 2015 2014 CGTC/Lurvey $ 123,313 $ 88,979 EETIL 160,625 116,123 Brasil Plus 160,663 32,513 SonCav, LLC 25,000 - 469,601 237,615 Allowance for uncollectible balances (469,601 ) (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 a planned Hawaiian joint venture. The loans are undocumented, unsecured and have no specific repayment terms. Balance of $123,313 and 88,979 at June 30, 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 $160,625 and $116,123 at June 30, 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 $160,663 and $32,513 at June 30, 2015 and December 31, 2014, respectively was written off by the Company. SonCav, LLC Loan In April 2015, the Company loaned $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. Balance of $25,000 at June 30, 2015 was written off by the Company. In connection with our lending arrangements with CGTC/Lurvey, EETIL, Brasil Plus and SonCav, LLC, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5 – Notes Payable Notes payable at June 30, 2015 and December 31, 2014 consisted of the following: June 30, December 31, 2015 2014 Payable to an unaffiliated individual; the note was modified to call for monthly payments of $1,602 with any unpaid principal and interest due on April 30, 2018; interest at 7% per annum and unsecured $ 50,573 $ 51,970 Total 50,573 51,970 Less current portion 17,578 51,970 Long-term portion $ 32,995 $ - |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Common stock The Company has authorized the issuance of 100,000,000 shares of common stock, $0.0001 par value. At June 30, 2015 and December 31, 2014, the Company had 9,593,529 and 7,899,787, respectively, shares of common stock issued and outstanding. During the six months ended June 30, 2015, the Company issued 1,393,742 shares of common stock for cash proceeds of $674,535. In addition, the Company also issued 150,000 shares of common stock to employees and 150,000 shares to consultants for services rendered valued at $60,000 each or a total of $120,000. The value of the shares was determined based on the recent price for which the Company sold shares of common stock. 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 10,988,400 $ 0.535 Forfeited - Exercised - Outstanding, June 30, 2015 10,988,400 $ 0.535 4.72 $ - Exercisable, June 30, 2015 10,138,400 $ 0.535 4.72 $ - The exercise price for options/warrants outstanding and exercisable at June 30, 2015 is as follows: Outstanding Exercisable Number of Number of Options/ Exercise Options/ Exercise Warrants Price Warrants Price 230,000 $ 0.520 230,000 $ 0.520 10,753,400 0.535 9,903,400 0.535 5,000 1.500 5,000 1.500 10,988,400 10,138,400 For options/warrants 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/warrants was $0.31 and the weighted-average exercise price of such options/warrants was $0.535. For options/warrants granted during 2015 where the exercise price was greater than the stock price at the date of the grant, the weighted-average fair value of such options/warrants was $0.23 and the weighted-average exercise price of such options/warrants was $1.50. No options/warrants were granted during 2015 where the exercise price was less than the stock price at the date of grant. The fair value of the stock options/warrants is being amortized to stock option expense over the vesting period. The Company recorded stock option expense of $3,178,278 and $0 during the six months ended June 30, 2015 and 2014, respectively. At June 30, 2015, the unamortized stock option expense was $248,997 which will be amortized to expense through June 30, 2017. The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options/warrants granted are as follows: Risk-free interest rate 0.25% Expected life of the options/warrants 2.5 to 3.5 years Expected volatility 100% Expected dividend yield 0% |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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 its executive offices under a sublease agreement. The terms of the agreement are month-to-month, at the option of the Company, through October 31, 2016. The current monthly rental under the lease is $4,958, which increased to $5,100 as of August 1, 2015 and increases to $5,264 if the Company elects to stay beyond July 31, 2016. Rent expense for the six months ended June 30, 2015 and 2014 was $30,292 and $0, respectively. Employment Agreements In January 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. License 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, we are obligated to pay the following fees with respect to TCOM facilities: • Prepaid License Fee: • Additional Licensing Fee: • Production Royalties: • Las Vegas Prepaid License Fee: As of June 30, 2015 and December 31, 2014, the Company had prepaid a licensing fee of $175,000 relating to the planned North Las Vegas TCOM Facility. |
Organization, Basis of Presen13
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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 condensed 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 six months ended June 30, 2015 and the year ended December 31, 2014, the Company incurred a net loss of $4,151,737 and $1,381,406, respectively, and had negative cash flows from operations of $486,861 and $512,185, respectively. As of June 30, 2015 and December 31, 2014 the Company had an accumulated deficit of $5,713,249 and $1,561,512, respectively. Additionally, the Company has contracted to acquire and develop a facility in Las Vegas at an estimated cost of $32 million. The Company has posted a non-refundable deposit of $100,000 against the $6.75 million purchase price of the facility but presently lacks the financial resources to consummate either the purchase or development of the facility. These condensed 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, including products derived from the planned operation of the Las Vegas facility. |
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 June 30, 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) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment and improvements | June 30, December 31, 2015 2014 Furniture and fixtures $ 7,582 $ 7,582 Equipment 21,294 13,761 28,876 21,343 Less accumulated depreciation (2,698 ) (176 ) Furniture and equipment, net $ 26,178 $ 21,167 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Notes Receivable [Abstract] | |
Schedule of notes receivable | June 30, December 31, 2015 2014 CGTC/Lurvey $ 123,313 $ 88,979 EETIL 160,625 116,123 Brasil Plus 160,663 32,513 SonCav, LLC 25,000 - 469,601 237,615 Allowance for uncollectible balances (469,601 ) (237,615 ) Total notes receivable $ - $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Notes payable | June 30, December 31, 2015 2014 Payable to an unaffiliated individual; the note was modified to call for monthly payments of $1,602 with any unpaid principal and interest due on April 30, 2018; interest at 7% per annum and unsecured $ 50,573 $ 51,970 Total 50,573 51,970 Less current portion 17,578 51,970 Long-term portion $ 32,995 $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 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 10,988,400 $ 0.535 Forfeited - Exercised - Outstanding, June 30, 2015 10,988,400 $ 0.535 4.72 $ - Exercisable, June 30, 2015 10,138,400 $ 0.535 4.72 $ - |
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 $ 0.520 230,000 $ 0.520 10,753,400 0.535 9,903,400 0.535 5,000 1.500 5,000 1.500 10,988,400 10,138,400 |
Summary of assumptions used in calculating the fair value of options granted | Risk-free interest rate 0.25% Expected life of the options/warrants 2.5 to 3.5 years Expected volatility 100% Expected dividend yield 0% |
Organization, Basis of Presen18
Organization, Basis of Presentation and Significant Accounting Policies (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 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 | 9,593,529 | 9,593,529 | 7,899,787 | ||
Common stock, shares outstanding | 3,500,000 | 9,593,529 | 9,593,529 | 7,899,787 | ||
Amount paid for services | $ 100,000 | |||||
Net assets of legal acquirer | 0 | |||||
Net loss | $ 589,794 | $ 41,085 | $ 4,151,737 | $ 86,947 | $ 1,381,406 | |
Cash flows from operations | 486,861 | 512,185 | ||||
Accumulated deficit | $ 5,713,249 | (5,713,249) | (5,713,249) | $ (1,561,512) | ||
Estimated cost to acquire and develop facility | 32,000,000 | 32,000,000 | ||||
Payment Of Non-Refundable Deposit | 100,000 | |||||
Purchase price of facility | $ 6,750,000 | $ 6,750,000 |
Furniture and Equipment (Detail
Furniture and Equipment (Details) - USD ($) | Jun. 30, 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 | (2,698) | (176) |
Furniture and equipment, net | $ 26,178 | $ 21,167 |
Furniture and Equipment (Deta20
Furniture and Equipment (Detail Textuals) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,522 |
Other Assets (Detail Textuals)
Other Assets (Detail Textuals) - Purchase and sale agreement | 1 Months Ended | |
Feb. 28, 2015USD ($)aProcessorT | Jun. 30, 2015USD ($) | |
Other Assets [Line Items] | ||
Area of developed site (in acres) | a | 18.28 | |
Acquisition price of developed site | $ 6,750,000 | |
Deposit to open escrow | $ 100,000 | |
Number of TCOM processors | Processor | 4 | |
TCOM processors (in Ton) | T | 3.5 | |
Escrow deposit | $ 100,000 | |
Engineering consulting and other costs | $ 66,199 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Notes Receivable [Line Items] | ||
Notes receivable, gross | $ 469,601 | $ 237,615 |
Allowance for uncollectible balances | $ (469,601) | $ (237,615) |
Total | ||
CGTC/Lurvey | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | $ 123,313 | $ 88,979 |
EETIL | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | 160,625 | 116,123 |
Brasil Plus | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | 160,663 | $ 32,513 |
Soncav LLC | ||
Notes Receivable [Line Items] | ||
Notes receivable, gross | $ 25,000 |
Notes Receivable (Detail Textua
Notes Receivable (Detail Textuals) - USD ($) | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Notes Receivable [Line Items] | |||
Advances written off | $ 469,601 | $ 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 | $ 160,625 | 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 | 160,663 | $ 32,513 | |
Soncav, Llc [Member] | |||
Notes Receivable [Line Items] | |||
Loan principal amount | $ 25,000 | ||
Advances written off | $ 25,000 | ||
Principal Repayment Percentage | 110.00% | ||
Percentage Of Interest Convertible | 0.25% | ||
Existing Preferred Pricing Units (In unit) | 5 | ||
Increased Preferred Pricing Units (In unit) | 10 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total | $ 50,573 | $ 51,970 |
Less current portion | 17,578 | $ 51,970 |
Long-term portion | 32,995 | |
Payable to an unaffiliated individual interest at 7% per annum and unsecured | ||
Debt Instrument [Line Items] | ||
Total | $ 50,573 | $ 51,970 |
Notes Payable (Parentheticals)
Notes Payable (Parentheticals) (Detail Textuals) - Jun. 30, 2015 - USD ($) | Total |
Debt Disclosure [Abstract] | |
Note payable monthly payments | $ 1,602 |
Unsecured notes payable interest rate | 7.00% |
Stockholders' Equity (deficit)
Stockholders' Equity (deficit) (Details) - Jun. 30, 2015 - USD ($) None in scaling factor is -9223372036854775296 | Total |
Options/Warrants Outstanding | |
Outstanding, June 30, 2015 | 10,988,400 |
Exercisable, June 30, 2015 | 10,138,400 |
Stock options and warrants | |
Options/Warrants Outstanding | |
Outstanding, December 31, 2014 | |
Granted | 10,988,400 |
Forfeited | |
Exercised | |
Outstanding, June 30, 2015 | 10,988,400 |
Exercisable, June 30, 2015 | 10,138,400 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2014 | |
Granted | $ 0.535 |
Outstanding, June 30, 2015 | 0.535 |
Exercisable, June 30, 2015 | $ 0.535 |
Weighted Average Remaining Contractual Life | |
Outstanding, June 30, 2015 | 4 years 8 months 19 days |
Exercisable, June 30, 2015 | 4 years 8 months 19 days |
Aggregate Intrinsic Value | |
Outstanding, June 30, 2015 | |
Exercisable, June 30, 2015 |
Stockholders' Equity (deficit27
Stockholders' Equity (deficit) (Details 1) - Jun. 30, 2015 - $ / shares | Total |
Share Based Compensation Exercise Price Range [Line Items] | |
Outstanding number of Options/ Warrants | 10,988,400 |
Exercisable number of Options/ Warrants | 10,138,400 |
Exercise price 0.520 | |
Share Based Compensation Exercise Price Range [Line Items] | |
Outstanding number of Options/ Warrants | 230,000 |
Outstanding exercise price | $ 0.520 |
Exercisable number of Options/ Warrants | 230,000 |
Exercisable exercise price | $ 0.520 |
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 |
Exercise Price 1.500 | |
Share Based Compensation Exercise Price Range [Line Items] | |
Outstanding number of Options/ Warrants | 5,000 |
Outstanding exercise price | $ 1.500 |
Exercisable number of Options/ Warrants | 5,000 |
Exercisable exercise price | $ 1.500 |
Stockholders' Equity (deficit28
Stockholders' Equity (deficit) (Details 2) - 6 months ended Jun. 30, 2015 | Total |
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% |
Stock options and warrants | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of the options/warrants | 2 years 6 months |
Stock options and warrants | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of the options/warrants | 3 years 6 months |
Stockholders' Equity (deficit29
Stockholders' Equity (deficit) (Detail Textuals) - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Aug. 31, 2014 | |
Stockholders Equity [Line Items] | ||||
Value of commen stock shares | $ 120,000 | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 9,593,529 | 7,899,787 | 3,500,000 | |
Common stock, shares outstanding | 9,593,529 | 7,899,787 | 3,500,000 | |
Shares issued for cash (in shares) | 1,393,742 | |||
Shares issued for cash, value | $ 674,535 | |||
Weighted average fair value of options granted | $ 0.31 | |||
Weighted average exercise price of options outstanding | 0.535 | |||
Weighted average fair value of options/warrants | 0.23 | |||
Weighted average exercise price of options/warrants | $ 1.50 | |||
Stock option expense | $ 3,178,278 | $ 0 | ||
Unamortized stock option expense | $ 248,997 | |||
Employee | ||||
Stockholders Equity [Line Items] | ||||
Number of commen stock shares | 150,000 | |||
Consultants | ||||
Stockholders Equity [Line Items] | ||||
Number of commen stock shares | 150,000 | |||
Value of commen stock shares | $ 60,000 |
Commitments and Contingencies (
Commitments and Contingencies (Detail Textuals) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015USD ($)ft²Executive_Officer | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Lease agreement | |||
Commitments And Contingencies [Line Items] | |||
Leases in square feet | ft² | 2,400 | ||
Average monthly rental on lease | $ 4,958 | ||
Increase in monthly rental under lease | 5,100 | ||
Increase in monthly rental under lease if stay beyong July 31, 2016 | 5,264 | ||
Rent expense | $ 30,292 | $ 0 | |
Employment agreements | |||
Commitments And Contingencies [Line Items] | |||
Number of executive officers | Executive_Officer | 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 | ||
License Fees Member | |||
Commitments And Contingencies [Line Items] | |||
Prepaid license fee | 125,000 | ||
Additional license fee per facility | 250,000 | ||
Additional license fee on commencement of construction | 150,000 | ||
Additional license fee on completion of first full calendar month of commercial operations | 100,000 | ||
Total applicable license fees | 375,000 | ||
Advance license fee | 175,000 | ||
License fee for first full calendar quarter of commercial operations | 200,000 | ||
Prepaid licensing fee | $ 175,000 | $ 175,000 | |
Production royalty percentage | 5.00% | ||
Period of production royalty | 5 years |