Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document and Entity Information: | ||
Entity Registrant Name | Ocean Thermal Energy Corp | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Trading Symbol | cpwr | |
Amendment Flag | false | |
Entity Central Index Key | 827,099 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 122,764,904 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 141,940 | $ 425,015 |
Prepaid expenses | 25,000 | 25,000 |
Total Current Assets | 166,940 | 450,015 |
Property and Equipment | ||
Property and equipment, net | 1,183 | 1,352 |
Assets under construction | 915,139 | 892,639 |
Property and Equipment, net | 916,322 | 893,991 |
Total Assets | 1,083,262 | 1,344,006 |
Current Liabilities | ||
Accounts payables and accrued expense | 6,912,814 | 6,846,010 |
Notes payable - related party, net of debt discount | 3,555,448 | 3,592,948 |
Notes payable, net of debt discount | 588,260 | 87,500 |
Convertible notes payable -related party- net of debt discount | 87,500 | 589,812 |
Convertible note payable, net of debt discount | 219,303 | 50,000 |
Total Current Liabilities | 11,363,325 | 11,166,270 |
Notes payable, net of debt discount | 1,036,974 | 607,290 |
Convertible note payable, net of debt discount | 80,000 | 80,000 |
Total Liabilities | 12,480,299 | 11,853,560 |
Stockholders' deficiency | ||
Preferred Stock, $0.001 par value; 20,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively | 0 | 0 |
Common stock, $0.001 par value; 200,000,000 shares authorized, 122,762,904 and 122,642,247 shares issued and outstanding, respectively | 122,763 | 122,642 |
Additional paid-in capital | 57,135,228 | 57,071,022 |
Accumulated deficit | (68,655,028) | (67,703,218) |
Total Stockholders' Deficiency | (11,397,037) | (10,509,554) |
Total Liabilities and Stockholders' Deficiency | $ 1,083,262 | $ 1,344,006 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 122,762,904 | 122,642,247 |
Common stock, shares outstanding | 122,762,904 | 122,642,247 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Expenses | ||
Salaries and wages | $ 329,989 | $ 257,488 |
Professional fees | 207,237 | 352,796 |
General and administrative | 226,988 | 78,346 |
Warrant Expense | 0 | 6,769,562 |
Total Operating Expenses | 764,214 | 7,458,192 |
Loss from Operations | (764,214) | (7,458,192) |
Other Expenses | ||
Interest Expense and amortization of debt discount | (161,315) | (104,993) |
Amortization of debt discount | (26,281) | (2,524) |
Total Other Expense | (187,596) | (107,517) |
Loss Before Income Taxes | (951,810) | (7,565,709) |
Provision for Income Taxes | 0 | 0 |
Net Loss | $ (951,810) | $ (7,565,709) |
Net Loss per Common Share Basic and Diluted | $ (0.01) | $ (0.07) |
Weighted Average Number of Common Shares Outstanding | 122,678,291 | 104,848,986 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (951,810) | $ (7,565,709) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 169 | 503 |
Stock issued for services | 23,666 | 244,800 |
Warrant Expense | 0 | 6,769,562 |
Amortization of debt discounts | (26,281) | (2,524) |
Changes in assets and liabilities: | ||
Prepaid expenses | 0 | 6,703 |
Accounts payable and accrued expenses | 66,804 | 210,236 |
Net Cash Used In Operating Activities | (834,890) | (331,381) |
Cash Flow From Investing Activities: | ||
Assets under construction | (22,500) | (22,853) |
Due from related party | 0 | (34,773) |
Net Cash Used In Investing Activities | (22,500) | (57,626) |
Cash Flows From Financing Activities: | ||
Repayment of notes payable - related party | (37,500) | (25,000) |
Repayment of notes payable | (1,552) | 200,000 |
Proceeds from exercise of warrants | 8,211 | 409,625 |
Proceeds from note payable | 444,156 | 0 |
Proceeds from convertible note payable | 161,000 | 0 |
Repayment of amount due to related party | 0 | (36,822) |
Net Cash Provided by Financing Activities | 574,315 | 547,803 |
Net increase (decrease) in cash and cash equivalents | (283,075) | 158,796 |
Cash and cash equivalents at beginning of year | 425,015 | 7,495 |
Cash and Cash Equivalents at End of Period | 141,940 | 166,291 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest expense | 2,736 | 2,640 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt discount on note payable | $ 32,450 | $ 0 |
1. Source of Business and Basis
1. Source of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Source of Business and Basis of Presentation | Ocean Thermal Energy Corporation (“Ocean Thermal,” the “Company,” “we,” and “us”) is currently in the businesses of: ● OTEC and SWAC ● EcoVillages We expect to use OTE’s technology in the development of our EcoVillages, which we should add significant value to our existing line of business. On May 25, 2017, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) to change the trading symbol for the Company’s common stock to “CPWR” from “TDYS.” The Company’s common stock began formally trading under the symbol “CPWR” on June 21, 2017. For accounting purposes, this transaction was accounted for as a reverse merger and has been treated as a recapitalization of Tetridyn Solutions, Inc. with Ocean Thermal Energy Corporation. as the accounting acquirer. The historical financial statements of the accounting acquirer became the financial statements of the Company. The Company did not recognize goodwill or any intangible assets in connection with the transaction. The 110,273,767 shares issued to the shareholder of OTE in conjunction with the share exchange transaction has been presented as outstanding for all periods. The historical financial statements include the operations of the accounting acquirer for all periods presented and the accounting acquiree for the period from May 9, 2017 through December 31, 2017. The Company’s accounting year end is December 31, which was the year end of Ocean Thermal Energy Corporation. The condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, our financial statements reflect all adjustments that are of a normal recurring nature necessary for presentation of financial statements for interim periods in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with GAAP. The operating results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year. Our interim financial statements should be read in conjunction with our Audit Report and the 10-K filing on April 2, 2018. |
2. Going Concern
2. Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | The accompanying unaudited condensed consolidated financial statements have been prepared on the assumption that we will continue as a going concern. As reflected in the accompanying condensed consolidated financial statements, we had a net loss of $951,810 and used $834,890 of cash in operating activities for the three months ended March 31, 2018. We had a working capital deficiency of $11,196,385 and a stockholders’ deficiency of $11,397,037 as of March 31, 2018. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to increase sales and obtain external funding for our project development. The financial statements do not include any adjustments that may result from the outcome of this uncertainty. |
3. Income Taxes
3. Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “TCJA”) that significantly reforms the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, effective as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain drugs for rare diseases or conditions generally referred to as “orphan drugs”; and repeal of the federal Alternative Minimum Tax (“AMT”). The staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA, the Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The remeasurement of the Company's deferred tax assets and liabilities was offset by a change in the valuation allowance. The Company is still in the process of analyzing the impact to the Company of the TCJA. Where the Company has been able to make reasonable estimates of the effects related to which its analysis is not yet complete, the Company has recorded provisional amounts. The ultimate impact to the Company’s consolidated financial statements of the TCJA may differ from the provisional amounts due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the TCJA. The accounting is expected to be complete when the Company’s 2017 U.S. corporate income tax return is filed in 2018. No income tax expense was recognized for the three-month periods ended March 31, 2018 and 2017, due to net losses being incurred in these periods. We are subject to audit by the Internal Revenue Service, various states, and foreign jurisdictions for the prior three years. There has not been a change in our unrecognized tax positions since December 31, 2017, and we do not believe there will be any material changes in our unrecognized tax positions over the next 12 months. Our policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. We do not have any accrued interest or penalties associated with any unrecognized tax benefits, and no interest expense related to unrecognized tax benefits was recognized during the three months ended March 31, 2018. The Company’s ability to use its NOL carryforwards may be substantially limited due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50.0% of the outstanding stock of a company by certain stockholders or public groups. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since the Company became a “loss corporation” under the definition of Section 382. If the Company has experienced an ownership change, utilization of the NOL carryforwards would be subject to an annual limitation under Section 382 of the Code, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL carryforwards before utilization. Further, until a study is completed and any limitation known, no positions related to limitations are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations or financial position of the Company. |
4. Fair Value of Financial Inst
4. Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | ASC Topic 820, “ Fair Value Measurements and Disclosures ● Level 1–Pricing inputs are quoted prices available in active markets for identical assets or liabilities as of the reporting date. ● Level 2–Pricing inputs are quoted for similar assets or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes assets or liabilities valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. ● Level 3–Pricing inputs are unobservable for the assets or liabilities; that is, the inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, prepaid expense and other assets, accounts payable, accrued liabilities, notes payable, deferred compensation, and other liabilities reflected in the accompanying balance sheets approximate fair value at March 31, 2018 and December 31, 2017, due to the relatively short-term nature of these instruments. |
5. Net Loss Per Common Share
5. Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | The basic loss per share is calculated by dividing our net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing our net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. We have 220,500 and 303,320 shares issuable upon the exercise of warrants and options and 7,567,438 and 205,667 shares issuable upon the conversion of the green energy bonds and convertible notes that were not included in the computation of dilutive loss per share because their inclusion is antidilutive for the interim periods ended March 31, 2018 and 2017, respectively |
6. Recent Accounting Pronouncem
6. Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | We have reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on our consolidated results of operations, financial position, and cash flows. Based on that review, we believe that none of these pronouncements will have a significant effect on current or future earnings or operations. |
7. Business Segments
7. Business Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | We conduct operations in various foreign jurisdictions that use our technology. Our segments are based on the location of their operations. The U.S. territories segment consists of operations in the U.S. Virgin Islands and Guam; the Bahamas segment consists of operations specific to the Bahamas; and the other segment currently consists of operations in the Cayman Islands. Direct revenues and costs, depreciation, depletion, and amortization costs, general and administrative costs (“G&A”), and other income directly associated with their respective segments are detailed within the following discussion. Identifiable net property and equipment are reported by business segment for management reporting and reportable business segment disclosure purposes. Current assets, other assets, current liabilities, and long-term debt are not allocated to business segments for management reporting or business segment disclosure purposes. Reportable business segment information for the years ended March 31, 2018, and March 31, 2017, is as follows: March 31, 2018 Headquarters US Territories Bahamas Other Total Revenue $- $- $- $- $- Assets $168,123 $750,237 $- $164,902 $1,083,262 Net Loss $(951,810) $- $- $- $(951,810) Property and equipment $1,183 $- $- $- $1,183 Capitalized construction in process $- $750,237 $- $164,902 $915,139 Depreciation $169 $- $- $- $169 Addtions to Property and equipment $- $22,500 $- $- $22,500 March 31, 2017 Headquarters US Territories Bahamas Other Total Revenue $- $- $- $- $- Assets $226,773 $820,140 $- $48,998 $1,095,911 Net Loss $(7,565,709) $- $- $- $(7,565,709) Property and equipment $1,863 $- $- $- $1,863 Capitalized construction in process $- $820,140 $- $48,998 $869,138 Depreciation $503 $- $- $- $503 Addtions to Property and equipment $- $22,853 $- $- $22,853 For the period ended March 31, 2018, the U.S. territories are comprised of the U.S. Virgin Islands project (approx. $750,000) and the Guam project (approx. $165,000). Other territories are comprised of the Cayman Islands project; however during the year ended December 31, 2017, $48,998 of Cayman Islands assets under construction was considered to be impaired due to the uncertainty of the project and were written off. There were no additions or write offs to assets under construction in the first quarter of 2018. |
8. Convertible notes and notes
8. Convertible notes and notes payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | On December 12, 2006, TetriDyn Solutions, Inc. (TDYS) borrowed funds from the Southeast Idaho Council of Governments (SICOG). This is referred as the “EDA -#180” loan. At the time of the merger between TDYS and Ocean Thermal Energy Corporation (OTE) on May 9, 2017, OTE assumed the liability for this loan. The remaining balance on the loan at the date of merger was $14,974. The interest rate is 6.25% and the maturity date was January 5, 2013. The loan principal was $10,720 with accrued interest of $0.00 as of March 31, 2018. This note is in default. On December 23, 2009, TetriDyn Solutions, Inc. (TDYS) borrowed funds from the Southeast Idaho Council of Governments (SICOG). This is referred as the “EDA - #273” loan. At the time of the merger between TDYS and Ocean Thermal Energy Corporation (OTE) on May 9, 2017, OTE assumed the liability for this loan. The remaining balance on the loan at the date of merger was $94,480. The interest rate is 7% and the maturity date was December 23, 2014. The loan principal was $94,480 with accrued interest of $21,140 as of March 31, 2018. This note is in default. On December 23, 2009, TetriDyn Solutions, Inc. (TDYS) borrowed funds from the Southeast Idaho Council of Governments (SICOG). This is referred as the “MICRO I - #274” loan. At the time of the merger between TDYS and Ocean Thermal Energy Corporation (OTE) on May 9, 2017, OTE assumed the liability for this loan. The remaining balance on the loan at the date of merger was $23,619. The interest rate is 7% and the maturity date was December 23, 2014. The loan principal was $23,620 with accrued interest of $4,953 as of March 31, 2018. This note is in default. On December 23, 2009, TetriDyn Solutions, Inc. (TDYS) borrowed funds from the Southeast Idaho Council of Governments (SICOG). This is referred as the “MICRO II - #275” loan. At the time of the merger between TDYS and Ocean Thermal Energy Corporation (OTE) on May 9, 2017, OTE assumed the liability for this loan. The remaining balance on the loan at the date of merger was $23,619. The interest rate is 7% and the maturity date was December 23, 2014. The loan principal was $23,619 with accrued interest of $5,894 as of March 31, 2018. This note is in default. On December 1, 2007, TetriDyn Solutions, Inc. (TDYS) borrowed funds from the Eastern Idaho Development Corporation, This is referred as the “EIDC ” loan. At the time of the merger between TDYS and Ocean Thermal Energy Corporation (OTE) on May 9, 2017, OTE assumed the liability for this loan. The remaining balance on the loan at the date of merger was $85,821. The interest rate is 7% and the maturity date was September 1, 2015. The loan principal was $85,821 with accrued interest of $34,825 as of March 31, 2018. This note is in default. On September 25, 2009, TetriDyn Solutions, Inc. (TDYS) borrowed funds from the Pocatello Development Authority. At the time of the merger between TDYS and Ocean Thermal Energy Corporation (OTE) on May 9, 2017, OTE assumed the liability for this loan. The remaining balance on the loan at the date of merger was $50,000. The interest rate is 5% and the maturity date was October 25, 2011. The loan principal was $50,000 with accrued interest of $18,830 as of March 31, 2018. This note is in default. On March 12, 2015, the Company exchanged convertible notes issued in 2010, 2011, and 2012, payable to its officers and directors in the aggregate principal amount of $320,246, plus accrued but unpaid interest of $74,134, into a single, $394,380 consolidated convertible note (the “Consolidated Note”). The Consolidated Note was assigned to JPF Venture Group, Inc. (“JPF”), an investment entity that is majority-owned by Jeremy Feakins, the Company’s director, chief executive officer, and chief financial officer. The Consolidated Note was convertible to common stock at $0.025 per share, the approximate market price of the Company’s common stock as of the date of the issuance. On February 24, 2017 the Company completed an amendment with JPF to eliminate the conversion feature of the Consolidated Note. The Consolidated Note bears interest at 6% per annum and is due and payable within 90 days after demand. As of March 31, 2018, the outstanding loan balance was $394,380 and the accrued but unpaid interest on the Consolidated Note was $76,935. On November 23, 2015, the Company borrowed $50,000 from JPF pursuant to a promissory note. The Company received $37,500 before December 31, 2015, and the remaining $12,500 was received after the year-end. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of the Company’s common stock at the rate of one share each for $0.03 of principal amount of the note. As of March 31, 2018, the outstanding balance was $50,000, plus accrued interest of $6,799. On February 25, 2016, the Company borrowed $50,000 from JPF pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. This conversion price is not required to adjust for the reverse stock split as per the note agreement. On February 24, 2017 the Company completed an amendment with JPF to eliminate the conversion feature of the note. As of March 31, 2018, the outstanding balance was $50,000, plus accrued interest of $6,386 On May 20, 2016, the Company borrowed $50,000 from JPF pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. This conversion price is not required to adjust for the reverse stock split as per the note agreement. On February 24, 2017 the Company completed an amendment with JPF to eliminate the conversion feature of the note. As of March 31, 2018, the outstanding balance was $50,000, plus accrued interest of $5,538. On October 20, 2016, the Company borrowed $12,500 from JPF pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. This conversion price is not required to adjust for the reverse stock split as per the note agreement. On February 24, 2017 the Company completed an amendment with JPF to eliminate the conversion feature of the note. As of March 31, 2018, the outstanding balance was $12,500, plus accrued interest of $1,116. On October 20, 2016, the Company borrowed $12,500 from an independent director pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. This conversion price is not required to adjust for the reverse stock split as per the note agreement. As of March 31, 2018, the outstanding balance was $12,500, plus accrued interest of $1,125. On October 20, 2016, the Company borrowed $25,000 from a stockholder pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. This conversion price is not required to adjust for the reverse stock split as per the note agreement. As of June 5, 2017 the note holder converted the note principal of $25,000 into 1,806,298 shares common stock. As of March 31, 2018, there was an outstanding balance of accrued interest of $904. On December 21, 2016, the Company borrowed $25,000 from JPF pursuant to a promissory note. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable 90 days after demand; and (iii) the payee is authorized to convert part or all of the note balance and accrued interest, if any, into shares of our common stock at the rate of one share for each $0.03 of principal amount of the note. This conversion price is not required to adjust for the reverse stock split as per the note agreement. As of March 31, 2018,, the outstanding balance was $25,000, plus accrued interest of $1,937. During 2012, we issued a note payable for $1,000,000 and three-year warrants to purchase 3,295,761 shares of common stock with an exercise price of $0.50 per share. The note had an interest rate of 10% per annum, was secured by a first lien in all of our assets and was due on February 3, 2015. We determined the warrants had a fair value of $378,500 based on the Black-Scholes option-pricing model. The fair value was recorded as a discount on the note payable and was being amortized over the life of the note. We repriced the warrants during 2013 and took an additional charge to earnings of $1,269,380 related to the repricing. The warrants were exercised upon the repricing. On March 6, 2018, the note holder agreed to amend the note to extend the due date of the note to December 31, 2018. As of March 31, 2018, the outstanding balance was $1,000,000, plus accrued interest of $560,559. During 2013, we issued Series B units. Each unit is comprised of a note agreement, a $50,000 promissory note that matures on September 30, 2023, and bears interest at 10% per annum payable annually in arrears, a security agreement, and a warrant to purchase 10,000 shares of common stock at an exercise price to be determined pursuant to a specified formula. During 2013, we issued $525,000 of 10% promissory notes and warrants to purchase 105,000 shares of common stock. The warrants have an expiration date of September 30, 2023. We determined the warrants had a fair value of $60,068 based on the Black-Scholes option-pricing model. As part of our agreement with the Memphis Investors, the Board repriced the warrants to $0.00 and exercised the warrants and issued shares of common stock. On December 31, 2016, the accrued interest was $168,934. During 2015, one of the original note holders transferred its ownership of the note in the amount of $50,000 to Jeremy P. Feakins & Associates LLC through the JPF Venture Fund 1, LP. On August 15, 2017, loans in the amount of $316,666 and accrued interest of $120,898 were converted to 437,564 shares at $1.00 per share, which was ratified by the Board of Directors. The shares were recorded at fair value of $1,165,892. The Company recorded a loss on settlement of debt of $728,328 on conversion date. As of March 31, 2018,, the loan balance was $158,334 and the accrued interest was $72,852. During the third quarter of 2017, the Company commenced a $2,000,000 convertible promissory note private placement offering. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable two years after purchase; (iii) and all principal and interest on each Note shall automatically convert on the Conversion Maturity Date into shares of the Company’s common stock at a conversion price of $4.00 per share, as long as the closing share price of the Company’s common stock on the trading day immediately preceding the Conversion Maturity Date is at least $4.00, as adjusted for stock splits, stock dividends, reclassification, and the like. If the price of the Company’s shares on such date is less than $4.00 per share, the Note (principal and interest) will be repaid in full. As of March 31, 2018, the outstanding balance for all four loans was $80,000, plus accrued interest of $3,370. During 2013, we paid cash of $10,000 and issued a note payable for $290,000 in connection with the reverse merger transaction. We repurchased and retired 7,546,464 shares of common stock simultaneously with the closing of the merger with Broad Band Network Associates. The note is unsecured and due the earlier of December 31, 2015, or upon our receiving $50,000 of proceeds from the exercise of the Class A warrants, $50,000 from the exercise of the Class B warrants, $60,000 from the exercise of the Class C warrants, $60,000 from the exercise of Class D warrants, and $70,000 from the exercise of the Class E warrants. During 2014, we paid $100,000 and during 2015, we paid $60,000, leaving a balance of $130,000. Accrued interest totaled $42,913 at March 31, 2018. We have determined that no further payment of principal or interest on this note should be made because the note holder failed to perform his underlying obligations giving rise to this note. As such, we are confident that if the note holder were to seek legal redress, a court would decide in our favor by either voiding the note or awarding damages sufficient to offset the note value. During 2014, we issued a note payable for $2,265,000 and warrants to purchase 12,912,500 shares of common stock, with an exercise price equal to the greater of a 50% discount of the stock price when our shares are listed on a public exchange or $0.425 per share, to an entity owned by our chief executive officer, together our principal stockholders. The warrants expire one year after our shares are listed on a recognized public exchange. The unsecured note has an interest rate of 10% per annum and the balance was due on January 31, 2015. We determined the warrants had a fair value of $2,265,000 based on the Black-Scholes option-pricing model. The fair value was recorded as a discount on the note payable and is being amortized over the life of the note. As part of our agreement with the Memphis Investors, the Board repriced the warrants to $0.00 and exercised the warrants and issued shares of common stock. As of December 31, 2015, principal of $152,500 has been repaid and principal of $351,500 has been converted into 468,667 shares of common stock, leaving a note balance of $1,761,000. During 2016, a principal payment of $5,000 was made leaving a note balance of $1,756,000 at December 31, 2016. On December 31, 2016, the accrued interest was $453,093. On January 18, 2018, the note holder agreed to extend the due date for the repayment of the loan and interest to the earlier of December 31, 2018, or the date of the financial closings of its Baha Mar Project (or any other project of $25 million or more), whichever occurs first. On August 15, 2017, loans in the amount of $618,500 and accrued interest of $207,731 were converted to 826,231 shares at $1.00 per share, which was ratified by the Board of Directors. The conversion was recorded at historical cost due to the related party nature of the transaction. For the three months ended March 31, 2018, we made a repayment of note payable in the amount of $35,000. As of March 31, 2018, the loan balance was $1,102,500 and the accrued interest was $427,599. During 2014, we issued a note payable of $100,000 to a related party and $200,000 to a third party, for a total of $300,000, and warrants to purchase 300,000 shares of common stock with an exercise price of $1.00 per share. As part of our agreement with the Memphis Investors, the Board repriced the warrants to $0.00 and exercised the warrants and issued shares of common stock. These unsecured notes have an interest rate of 12% per annum. The $100,000 note with a related party is due the earlier of December 26, 2015; the completion by us of an equity financing resulting in our receipt of gross proceeds of at least $2,000,000; or the financial close of the Baha Mar project and release of funds by the bank. The balance on the $200,000 note is due the earlier of March 31, 2015; the completion by us of an equity financing resulting in our receipt of gross proceeds of at least $2,000,000; or the financial close of the Baha Mar project and release of project financing funds by the bank. As of December 31, 2016, the notes are in default. Due to the delay in opening of the Baha Mar Resort, our Baha Mar SWAC Project’s financial closing was delayed causing us to default on the notes. We have accrued the interest at a default rate of 22%. We intend to repay the notes and accrued interest upon the project’s financial closing. Accrued interest totaled $196,629 as of March 31, 2018. On April 7, 2015, we issued an unsecured convertible promissory note in the principal amount of $50,000 to an unrelated party. The note bears interest of 10% and is due on April 17, 2017. On April 6, 2018, the note holder agreed to extend the maturity date to April 7, 2019. The note and accrued interest can be converted into our common stock at a conversion rate of $0.75 per share at any time prior to the repayment. We recorded a debt discount of $6,667 for the fair value of the beneficial conversion feature. During the three months, we amortized $871 of debt discount. Accrued interest totaled $15,097 as of March 31, 2018. On March 9, 2017, an entity owned by our chief executive officer is an officer and director, agreed to provide up to $200,000 in working capital. The note bears interest of 10% and is due and payable with 90 days of demand. On March 31, 2018, the balance of the loan outstanding was $177,000 and the accrued interest as of that date was $19,330. During the third quarter of 2017, the Company commenced a $2,000,000 convertible promissory note private placement offering. The terms of the note are as follows: (i) interest is payable at 6% per annum; (ii) the note is payable two years after purchase; (iii) and all principal and interest on each Note shall automatically convert on the Conversion Maturity Date into shares of the Company’s common stock at a conversion price of $4.00 per share, as long as the closing share price of the Company’s common stock on the trading day immediately preceding the Conversion Maturity Date is at least $4.00, as adjusted for stock splits, stock dividends, reclassification, and the like. If the price of the Company’s shares on such date is less than $4.00 per share, the Note (principal and interest) will be repaid in full. As of March 31, 2018, the outstanding balance for all four loans was $80,000, plus accrued interest of $3,370. On November 6, 2017, the Company entered into an agreement with a promissory note with JPF Venture Group, Inc. (“JPF”), an investment entity that is majority-owned by Jeremy Feakins, the Company’s director, chief executive officer, and chief financial officer, to loan the Company up to $2,000,000. The terms of the note are as follows: (i) interest is payable at 10% per annum; (ii) all unpaid principal and all accrued and unpaid interest shall be due and payable at the earliest of (a) resolution of the Memphis litigation; (b) June 30, 2018; or (c) when the company is otherwise able to pay. For the three months ended March 31, 2018, we made a repayment of note payable in the amount of $2,500. As of March 31, 2018, the outstanding balance was $639,068 and the accrued interest was $32,852. In December 2017, the Company entered into a Note and Warrant Purchase Agreement pursuant to which we issued a series of unsecured promissory notes (the “Notes”) to accredited investors, in the aggregate principal amount of $924,156 as of March 31, 2018. The Notes accrue interest at a rate of 10% per annum payable on a quarterly basis and are not convertible into shares of capital stock of the Company. The Notes are payable within five business days after receipt of funds from L2 Capital under the Equity Purchase Agreement equal to 20% of the total funds received by the Company from L2 Capital payable on a pro rata basis to all holders of the Notes. The Company may prepay the Notes in whole or in part without penalty or premium on or before the maturity date of July 30, 2019. In connection with the issuance of the Notes, for each Note purchased the Noteholder will receive a warrant exercised as follows: $10,000 note with a warrant to purchase 2,000 shares $20,000 note with a warrant to purchase 5,000 shares $25,000 note with a warrant to purchase 6,500 shares $30,000 note with a warrant to purchase 8,000 shares $40,000 note with a warrant to purchase 10,000 shares $50,000 note with a warrant to purchase 14,000 shares The exercise price per share of the Warrants is equal to Eighty-Five Percent (85%) of the closing price of the Company’s common stock on the day immediately preceding the exercise of the relevant Warrant, subject to adjustment as provided in the Warrant. The Warrant includes a cashless net exercise provision whereby the holder can elect to receive shares equal to the value of the Warrant minus the fair market value of shares being surrendered to pay the exercise. As of March 31, 2018 and December 31, 2017, the balance outstanding was $934,156 and $490,000 respectively. As of March 31, 2018 and December 31, 2017, the accrued interest was $20,340 and $613, respectively. As of March 31, 2018 and December 31, 2017, we had issued Warrants to purchase 116,500 and 134,000 shares of common stock, respectively. As of March 31, 2018 and December 31, 2017, we determined that the warrants had a fair value of $32,450 and $41,044, respectively based on the Black-Scholes option-pricing model. The fair value was recorded as a discount on the notes payable and is being amortized over the life of the notes payable. As of March 31, 2018, 30,000 warrants have been exercised (see Note 9) and the debt discount related to the exercised warrants have been fully expensed. For the three months ended March 31, 2018, we amortized $17,978 of debt discount. On February 15, 2018, the Company entered into an agreement with L2 Capital, LLC, a Kansas limited liability company (“L2”), for a loan of up to $565,555, together with interest at the rate of eight percent (8%) per annum (with the understanding that the initial six months of such interest of each tranche funded shall be guaranteed), at maturity or upon acceleration or otherwise, as set forth herein (the “L2 Note”). The consideration to the Company for the L2 Note is up to $500,000.00 due to the prorated original issuance discount of up to $55,555 (the “OID”) and a $10,000.00 credit for L2’s transactional expenses. As of the March 31, 2018, we have received two tranches totaling $204,444, which were allocated as follows: Original Issuance Discount - $19,444; L2’s Transaction Fee - $10,000; Broker-Dealer’s Fee - $14,000; Net Proceeds to Company - $161,000. The debt discount is amortized over the life of the L2 Note. For the three months ended March 31, 2018, we amortized $8,303 of debt discount. The following convertible note and notes payable were outstanding at March 31, 2018: Related Party Non Related Party Date of Issuance Maturity Date Interest Rate In Default Original Principal Principal at March 31, 2018 Discount at March 31 2018 Carrying Amount at March 31, 2018 Current Long-Term Current Long-Term 12/12/2006 1/5/2013 6.25% Yes 58,670 10,720 - 10,720 - - 10,720 - 12/1/2007 9/1/2015 7.00% Yes 125,000 85,821 - 85,821 - - 85,821 - 9/25/2009 10/25/2011 5.00% Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/2009 12/23/2014 7.00% Yes 100,000 94,480 - 94,480 - - 94,480 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,619 - 23,619 - - 23,619 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,620 - 23,620 - - 23,620 - 02/03/12 12/31/18 10.00% No 1,000,000 1,000,000 - 1,000,000 1,000,000 - - - 08/15/13 10/31/23 10.00% No 525,000 158,334 - 158,334 - - 158,334 12/31/13 12/31/15 8.00% Yes 290,000 130,000 - 130,000 130,000 - - - 04/01/14 12/31/18 10.00% No 2,265,000 1,102,500 - 1,102,500 1,102,500 - - - 12/22/14 03/31/15 12.00% Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 12.00% Yes 100,000 100,000 - 100,000 - - 100,000 - 3/12/2015 90 days after demand 6.00% No 394,380 394,380 - 394,380 394,380 - - - 4/7/15 04/17/18 10.00% No 50,000 50,000 - 50,000 - - 50,000 11/23/2015 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 2/25/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 5/20/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 10/20/2016 90 days after demand 6.00% No 50,000 12,500 - 12,500 12,500 - - - 10/20/2016 90 days after demand 6.00% No 12,500 12,500 - 12,500 12,500 - - - 12/21/2016 90 days after demand 6.00% No 25,000 25,000 - 25,000 25,000 - - - 3/9/2017 90 days after demand 10.00% No 200,000 177,000 - 177,000 177,000 - - - 7/13/2017 7/13/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/18/2017 7/18/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/26/2017 7/26/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 7/27/2017 7/27/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 12/20/2017 7/30/2019 10.00% No 50,000 50,000 3,593 46,407 - - - 46,407 12/20/2017 7/30/2019 10.00% No 10,000 10,000 513 9,487 - - - 9,487 12/21/2017 7/30/2019 10.00% No 50,000 50,000 3,570 46,430 - - - 46,430 12/27/2017 7/30/2019 10.00% No 10,000 10,000 503 9,497 - - - 9,497 12/27/2017 7/30/2019 10.00% No 10,000 10,000 503 9,497 - - - 9,497 12/28/2017 7/30/2019 10.00% No 250,000 250,000 17,627 232,373 - - - 232,373 12/29/2017 7/30/2019 10.00% No 100,000 100,000 7,534 92,466 - - - 92,466 12/29/2017 7/30/2019 10.00% No 10,000 10,000 538 9,462 - - - 9,462 11/6/2017 * See note below 10.00% No 646,568 639,068 - 639,068 639,068 - - - 1/2/2018 7/30/2019 10.00% No 25,000 25,000 1,490 23,510 - - - 23,510 1/2/2018 7/30/2019 10.00% No 20,000 20,000 1,143 18,857 - - - 18,857 1/9/2018 7/30/2019 10.00% No 50,000 50,000 - 50,000 - - - 50,000 1/9/2018 7/30/2019 10.00% No 50,000 50,000 - 50,000 - - - 50,000 1/11/2018 7/30/2019 10.00% No 10,000 10,000 464 9,536 - - - 9,536 1/12/2018 7/30/2019 10.00% No 10,000 10,000 465 9,535 - - - 9,535 1/16/2018 7/30/2019 10.00% No 50,000 50,000 3,283 46,717 - - - 46,717 1/16/2018 7/30/2019 10.00% No 10,000 10,000 464 9,536 - - - 9,536 1/16/2018 7/30/2019 10.00% No 20,000 20,000 1,389 18,611 - - - 18,611 1/30/2018 7/30/2019 10.00% No 25,000 25,000 3,000 22,000 - - - 22,000 2/14/2018 7/30/2019 10.00% No 50,000 50,000 3,286 46,714 - - - 46,714 2/16/2018 7/30/2019 10.00% No 19,156 19,156 1,213 17,943 - - - 17,943 2/19/2018 8/19/2018 8.00% No 121,111 121,111 22,678 98,433 - - 98,433 - 2/23/2018 7/30/2019 10.00% No 10,000 10,000 428 9,572 - - - 9,572 2/27/2018 7/30/2019 10.00% No 10,000 10,000 - 10,000 - - - 10,000 2/28/2018 7/30/2019 10.00% No 50,000 50,000 2,924 47,076 - - - 47,076 3/7/2018 9/7/2018 8.00% No 83,333 83,333 12,463 70,870 - - 70,870 - 3/9/2018 7/30/2019 10.00% No 25,000 25,000 1,167 23,833 - - - 23,833 3/30/2018 7/30/2019 10.00% No 10,000 10,000 419 9,581 - - - 9,581 Totals $7,510,718 $5,658,142 $90,657 $5,567,485 $3,642,948 $- $807,563 $1,116,974 * Note - Principle and accrued interest will be due and payable at the earliest of A). resolution of Memphsis litigation; B). June 30, 2018, or C). when OTE is able to pay The following convertible note and notes payable were outstanding at December 31, 2017: Related Party Non Related Party Date of Issuance Maturity Date Interest Rate In Default Original Principal Principal at December 31, 2017 Discount at December 31 2017 Carrying Amount at December 31, 2017 Current Long-Term Current Long-Term 12/12/2006 1/5/2013 6.25% Yes 58,670 12,272 - 12,272 - - 12,272 - 12/1/2007 9/1/2015 7.00% Yes 125,000 85,821 - 85,821 - - 85,821 - 9/25/2009 10/25/2011 5.00% Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/2009 12/23/2014 7.00% Yes 100,000 94,480 - 94,480 - - 94,480 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,619 - 23,619 - - 23,619 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,620 - 23,620 - - 23,620 - 02/03/12 12/31/18 10.00% No 1,000,000 1,000,000 - 1,000,000 1,000,000 - - - 08/15/13 10/31/23 10.00% No 525,000 158,334 - 158,334 - - 158,334 12/31/13 12/31/15 8.00% Yes 290,000 130,000 - 130,000 130,000 - - - 04/01/14 12/31/18 10.00% No 2,265,000 1,137,500 - 1,137,500 1,137,500 - - - 12/22/14 03/31/15 12.00% Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 12.00% Yes 100,000 100,000 - 100,000 - - 100,000 - 3/12/2015 90 days after demand 6.00% No 394,380 394,380 - 394,380 394,380 - - - 4/7/15 04/17/18 10.00% No 50,000 50,000 - 50,000 - - 50,000 11/23/2015 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 2/25/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 5/20/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 10/20/2016 90 days after demand 6.00% No 50,000 12,500 - 12,500 12,500 - - - 10/20/2016 90 days after demand 6.00% No 12,500 12,500 - 12,500 12,500 - - - 12/21/2016 90 days after demand 6.00% No 25,000 25,000 - 25,000 25,000 - - - 3/9/2017 90 days after demand 10.00% No 200,000 177,000 - 177,000 177,000 - - - 7/13/2017 7/13/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/18/2017 7/18/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/26/2017 7/26/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 7/27/2017 7/27/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 12/20/2017 7/30/2019 10.00% No 50,000 50,000 4,340 45,660 - - - 45,660 12/20/2017 7/30/2019 10.00% No 10,000 10,000 620 9,380 - - - 9,380 12/21/2017 7/30/2019 10.00% No 50,000 50,000 4,284 45,716 - - - 45,716 12/27/2017 7/30/2019 10.00% No 10,000 10,000 600 9,400 - - - 9,400 12/27/2017 7/30/2019 10.00% No 10,000 10,000 600 9,400 - - - 9,400 12/28/2017 7/30/2019 10.00% No 250,000 250,000 21,000 229,000 - - - 229,000 12/29/2017 7/30/2019 10.00% No 100,000 100,000 8,960 91,040 - - - 91,040 12/29/2017 7/30/2019 10.00% No 10,000 10,000 640 9,360 - - - 9,360 11/6/2017 * See note below 10.00% No 646,568 641,568 - 641,568 641,568 - - - Totals $5,048,594 $41,044 $5,007,550 $3,680,448 $ $639,812 $687,290 * Note - Principle and accrued interest will be due and payable at the earliest of A). resolution of Memphsis litigation; B). June 30, 2018, or C). when OTE is able to pay |
9. Stockholders' Equity
9. Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Stockholders' Equity | Common Stock For the three months ended March 31, 2018, we issued 90,657 shares of common stock for services performed with a fair value of $23,666. On January 19, 2018, two note holders elected to convert 28,000 warrants into 28,000 shares of common stock for a value of $7,854 $0.2805 per share). We received this value in cash. On February 26, 2018, a note holder elected to convert 2,000 warrants into 2,000 shares of common stock for a value of $357 ($0.1785 per share). We received this value in cash. Warrants and Options The following table summarizes all warrants outstanding and exercisable for the three-month period ended March 31, 2018: Number of Weighted Average Warrants Warrants Exercise Price Balance at December 31, 2017 134,000 $0.27 Granted 116,500 $0.28 Exercised (30,000) $0.27 Forfeited - Balance at March 31, 2018 220,500 $0.21 The aggregate intrinsic value represents the excess amount over the exercise price optionees would have received if all options had been exercised on the last business day of the period indicated, based on the Company’s closing stock price of $0.212 on March 31, 2018. The intrinsic value of 220,500 warrants on that date was $7,012. We calculated the fair value of the options by using the Black-Scholes option-pricing model with the following weighted average assumptions: no dividend yield for all the years; expected volatility ranging from 533% - 1,581%; risk-free interest rate ranging from 2.01% - 2.45% and an expected life of three years. |
10. Commitments and Contingenci
10. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Commitments and Contingencies | Litigation From time to time, we are involved in legal proceedings and regulatory proceedings arising from operations. We establish reserves for specific liabilities in connection with legal actions that management deems to be probable and estimable. On May 4, 2018, the Company reached a settlement of the claims at issue in Ocean Thermal Energy Corp. v. Robert Coe et al., Case No. 2:17-cv-02343SHL-cgc, before the United States District Court for the Western District of Tennessee. The settlement requires the defendants to pay $3 million by June 4; if the defendants fail to meet this payment deadline, the Company will be entitled to submit an agreed judgment for $8,000,000. Consulting Agreements The Company entered into several consulting agreements and agreed to pay the consultants in cash or shares of common stock with terms up to 6 months. As of March 31, 2018, the Company has accrued the cash compensation and share compensation valued at fair value totaling $22,500. The accrued consulting fees will be settled in shares of common stock. Employment Agreements On January 1, 2011, we entered into a five-year employment agreement with an individual to serve as our chief executive officer. The employment agreement provides for successive one-year term renewals unless it is expressly cancelled by either party 100 days prior to the end of the term. Under the agreement, the chief executive officer will receive an annual salary of $350,000, a car allowance of $12,000, and Company-paid health insurance. The agreement also provides for bonuses equal to one times annual salary plus 500,000 shares of common stock for each additional project that generates $25 million or more revenue to us. The chief executive officer is entitled to receive severance pay in the lesser amount of three years’ salary or 100% of the remaining salary if the remaining term is less than three years. On June 29, 2017, the Board of Directors approved extending the employment agreements for the chief executive officer and the senior financial advisor for an additional five (5) years. The salary and other compensation shall be increased to account for inflation since the original employment agreements were executed and became effective June 30, 2017. |
11. Related-party Transactions
11. Related-party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Related-party Transactions | For the three months ended March 31, 2018, we paid rent of $30,000 to a company controlled by our chief executive officer under an operating lease agreement. On January 18, 2018, the due date of the Jeremy P. Feakins & Associates, LLC, an investment entity that is majority-owned by Jeremy Feakins, the Company’s director, chief executive officer, and chief financial officer note payable in the amount of $2,265,000 issued on January 31, 2015, was extended to the earliest of December 31, 2018, or the date of the financial closings of its Baha Mar Project (or any other project of $25 million or more), whichever occurs first. On August 15, 2017, $618,500 of the note payable was converted into 618,500 shares of common stock. In addition, they converted accrued interest in the amount of $207,731 for 207,731 shares of common stock. For the three months ended March 31, 2018, we made a repayment of note payable in the amount of $35,000. The remaining balance on the note payable as of March 31, 2018 is $1,102,500 and accrued interest is $427,599. On March 6, 2018, the due date of the related party note payable in the amount of $1,000,000 issued on February 3, 2012, was extended to December 31, 2018. The outstanding balance on March 31, 2018 was $1,000,000. On March 9, 2017, we issued a promissory note payable of $200,000 to a related party in which our chief executive officer is an officer and director. The note bears interest of 10% and is due and payable within 90 days after demand. The balance outstanding on March 31, 2018, is $177,000. On November 6, 2017, the Company entered into an agreement with a promissory note with JPF Venture Group, Inc. (“JPF”), an investment entity that is majority-owned by Jeremy Feakins, the Company’s director, chief executive officer, and chief financial officer, to loan the Company up to $2,000,000. The terms of the note are as follows: (i) interest is payable at 10% per annum; (ii) all unpaid principal and all accrued and unpaid interest shall be due and payable at the earliest of (a) resolution of the Memphis litigation; (b) June 30, 2018; or (c) when the company is otherwise able to pay. As of March 31, 2018, the outstanding balance was $639,067 and the accrued interest was $32,822. For the three months ended March 31, 2018, we made a repayment in the amount of $2,500. On May 8, 2017, as part of the merger between Ocean Thermal Energy Corporation and TetriDyn Solutions, Inc. (“TDYS”), the Company assumed the loans made to “TDYS” by JPF Venture Group, Inc., an investment entity that is majority owned by Jeremy Feakins, the Company’s director, chief executive officer, and chief financial officer. As of March 31, 2018, the outstanding balance of all loans was $581,880 and the accrued interest was $98,712. |
12. Subsequent Events
12. Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Subsequent Events | On May 4, 2018, the Company reached a settlement of the claims at issue in Ocean Thermal Energy Corp. v. Robert Coe et al., Case No. 2:17-cv-02343SHL-cgc, before the United States District Court for the Western District of Tennessee. The settlement requires the defendants to pay $3 million by June 4; if the defendants fail to meet this payment deadline, the Company will be entitled to submit an agreed judgment for $8,000,000. We are pursuing the acquisition of a leading international engineering and technology company in our industry. The company designs and manufactures patented accessories to provide better stability, protection, and securitization of floating offshore structures such as those we have designed for use with our OTEC and Desal systems. On February 8, 2018, we made an offer to acquire the company, which was accepted by the seller. However, after receiving the due diligence reports from our Advisors, on April 23, 2018 we withdraw our original offer and presented a revised offer. We are awaiting a formal decision from the seller and his advisors. In addition, we are in discussions with our advisors to acquire a US based commercial air conditioning engineering company. Both of these companies offer experienced technical teams and an infrastructure that will support and enhance OTE’s International and US operations. As of the date of this filing, neither of the transactions has been consummated. On February 15, 2018, the Company entered into an agreement with L2 Capital, LLC, a Kansas limited liability company (“L2”), for a loan of up to $565,555, together with interest at the rate of eight percent (8%) per annum (with the understanding that the initial six months of such interest of each tranche funded shall be guaranteed), at maturity or upon acceleration or otherwise, as set forth herein (the “L2 Note”). On April 2, 2018, we have received a third tranche totaling $111,111 which were allocated as follows: Original Issuance Discount - $11,111; Broker-Dealer’s Fee - $8,000; Net Proceeds to Company - $92,000. On April 16, 2018, we have received a fourth tranche totaling $111,111 which were allocated as follows: Original Issuance Discount - $11,111; Broker-Dealer’s Fee - $8,000; Net Proceeds to Company - $92,000. On May 2, 2018, we have received a fifth tranche totaling $55,556 which were allocated as follows: Original Issuance Discount - $5,556; Broker-Dealer’s Fee - $4,000; Net Proceeds to Company - $46,000.The current loan balance outstanding is $482,222. On April 13, 2018, a note holder elected to convert 2,000 warrants into 2,000 shares of common stock for a value of $595 ($0.2975). We received this value in cash. On April 7, 2015, we issued an unsecured convertible promissory note in the principal amount of $50,000 to an unrelated party. The note bears interest of 10% and is due on April 17, 2017. On April 6, 2018, the note holder agreed to extend the maturity date to April 7, 2019. |
7. Business Segments (Tables)
7. Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | March 31, 2018 Headquarters US Territories Bahamas Other Total Revenue $- $- $- $- $- Assets $168,123 $750,237 $- $164,902 $1,083,262 Net Loss $(951,810) $- $- $- $(951,810) Property and equipment $1,183 $- $- $- $1,183 Capitalized construction in process $- $750,237 $- $164,902 $915,139 Depreciation $169 $- $- $- $169 Addtions to Property and equipment $- $22,500 $- $- $22,500 March 31, 2017 Headquarters US Territories Bahamas Other Total Revenue $- $- $- $- $- Assets $226,773 $820,140 $- $48,998 $1,095,911 Net Loss $(7,565,709) $- $- $- $(7,565,709) Property and equipment $1,863 $- $- $- $1,863 Capitalized construction in process $- $820,140 $- $48,998 $869,138 Depreciation $503 $- $- $- $503 Addtions to Property and equipment $- $22,853 $- $- $22,853 |
8. Convertible notes and note19
8. Convertible notes and notes payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Note and Notes Payable | The following convertible note and notes payable were outstanding at March 31, 2018: Related Party Non Related Party Date of Issuance Maturity Date Interest Rate In Default Original Principal Principal at March 31, 2018 Discount at March 31 2018 Carrying Amount at March 31, 2018 Current Long-Term Current Long-Term 12/12/2006 1/5/2013 6.25% Yes 58,670 10,720 - 10,720 - - 10,720 - 12/1/2007 9/1/2015 7.00% Yes 125,000 85,821 - 85,821 - - 85,821 - 9/25/2009 10/25/2011 5.00% Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/2009 12/23/2014 7.00% Yes 100,000 94,480 - 94,480 - - 94,480 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,619 - 23,619 - - 23,619 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,620 - 23,620 - - 23,620 - 02/03/12 12/31/18 10.00% No 1,000,000 1,000,000 - 1,000,000 1,000,000 - - - 08/15/13 10/31/23 10.00% No 525,000 158,334 - 158,334 - - 158,334 12/31/13 12/31/15 8.00% Yes 290,000 130,000 - 130,000 130,000 - - - 04/01/14 12/31/18 10.00% No 2,265,000 1,102,500 - 1,102,500 1,102,500 - - - 12/22/14 03/31/15 12.00% Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 12.00% Yes 100,000 100,000 - 100,000 - - 100,000 - 3/12/2015 90 days after demand 6.00% No 394,380 394,380 - 394,380 394,380 - - - 4/7/15 04/17/18 10.00% No 50,000 50,000 - 50,000 - - 50,000 11/23/2015 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 2/25/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 5/20/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 10/20/2016 90 days after demand 6.00% No 50,000 12,500 - 12,500 12,500 - - - 10/20/2016 90 days after demand 6.00% No 12,500 12,500 - 12,500 12,500 - - - 12/21/2016 90 days after demand 6.00% No 25,000 25,000 - 25,000 25,000 - - - 3/9/2017 90 days after demand 10.00% No 200,000 177,000 - 177,000 177,000 - - - 7/13/2017 7/13/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/18/2017 7/18/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/26/2017 7/26/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 7/27/2017 7/27/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 12/20/2017 7/30/2019 10.00% No 50,000 50,000 3,593 46,407 - - - 46,407 12/20/2017 7/30/2019 10.00% No 10,000 10,000 513 9,487 - - - 9,487 12/21/2017 7/30/2019 10.00% No 50,000 50,000 3,570 46,430 - - - 46,430 12/27/2017 7/30/2019 10.00% No 10,000 10,000 503 9,497 - - - 9,497 12/27/2017 7/30/2019 10.00% No 10,000 10,000 503 9,497 - - - 9,497 12/28/2017 7/30/2019 10.00% No 250,000 250,000 17,627 232,373 - - - 232,373 12/29/2017 7/30/2019 10.00% No 100,000 100,000 7,534 92,466 - - - 92,466 12/29/2017 7/30/2019 10.00% No 10,000 10,000 538 9,462 - - - 9,462 11/6/2017 * See note below 10.00% No 646,568 639,068 - 639,068 639,068 - - - 1/2/2018 7/30/2019 10.00% No 25,000 25,000 1,490 23,510 - - - 23,510 1/2/2018 7/30/2019 10.00% No 20,000 20,000 1,143 18,857 - - - 18,857 1/9/2018 7/30/2019 10.00% No 50,000 50,000 - 50,000 - - - 50,000 1/9/2018 7/30/2019 10.00% No 50,000 50,000 - 50,000 - - - 50,000 1/11/2018 7/30/2019 10.00% No 10,000 10,000 464 9,536 - - - 9,536 1/12/2018 7/30/2019 10.00% No 10,000 10,000 465 9,535 - - - 9,535 1/16/2018 7/30/2019 10.00% No 50,000 50,000 3,283 46,717 - - - 46,717 1/16/2018 7/30/2019 10.00% No 10,000 10,000 464 9,536 - - - 9,536 1/16/2018 7/30/2019 10.00% No 20,000 20,000 1,389 18,611 - - - 18,611 1/30/2018 7/30/2019 10.00% No 25,000 25,000 3,000 22,000 - - - 22,000 2/14/2018 7/30/2019 10.00% No 50,000 50,000 3,286 46,714 - - - 46,714 2/16/2018 7/30/2019 10.00% No 19,156 19,156 1,213 17,943 - - - 17,943 2/19/2018 8/19/2018 8.00% No 121,111 121,111 22,678 98,433 - - 98,433 - 2/23/2018 7/30/2019 10.00% No 10,000 10,000 428 9,572 - - - 9,572 2/27/2018 7/30/2019 10.00% No 10,000 10,000 - 10,000 - - - 10,000 2/28/2018 7/30/2019 10.00% No 50,000 50,000 2,924 47,076 - - - 47,076 3/7/2018 9/7/2018 8.00% No 83,333 83,333 12,463 70,870 - - 70,870 - 3/9/2018 7/30/2019 10.00% No 25,000 25,000 1,167 23,833 - - - 23,833 3/30/2018 7/30/2019 10.00% No 10,000 10,000 419 9,581 - - - 9,581 Totals $7,510,718 $5,658,142 $90,657 $5,567,485 $3,642,948 $- $807,563 $1,116,974 * Note - Principle and accrued interest will be due and payable at the earliest of A). resolution of Memphsis litigation; B). June 30, 2018, or C). when OTE is able to pay The following convertible note and notes payable were outstanding at December 31, 2017: Related Party Non Related Party Date of Issuance Maturity Date Interest Rate In Default Original Principal Principal at December 31, 2017 Discount at December 31 2017 Carrying Amount at December 31, 2017 Current Long-Term Current Long-Term 12/12/2006 1/5/2013 6.25% Yes 58,670 12,272 - 12,272 - - 12,272 - 12/1/2007 9/1/2015 7.00% Yes 125,000 85,821 - 85,821 - - 85,821 - 9/25/2009 10/25/2011 5.00% Yes 50,000 50,000 - 50,000 - - 50,000 - 12/23/2009 12/23/2014 7.00% Yes 100,000 94,480 - 94,480 - - 94,480 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,619 - 23,619 - - 23,619 - 12/23/2009 12/23/2014 7.00% Yes 25,000 23,620 - 23,620 - - 23,620 - 02/03/12 12/31/18 10.00% No 1,000,000 1,000,000 - 1,000,000 1,000,000 - - - 08/15/13 10/31/23 10.00% No 525,000 158,334 - 158,334 - - 158,334 12/31/13 12/31/15 8.00% Yes 290,000 130,000 - 130,000 130,000 - - - 04/01/14 12/31/18 10.00% No 2,265,000 1,137,500 - 1,137,500 1,137,500 - - - 12/22/14 03/31/15 12.00% Yes 200,000 200,000 - 200,000 - - 200,000 - 12/26/14 12/26/15 12.00% Yes 100,000 100,000 - 100,000 - - 100,000 - 3/12/2015 90 days after demand 6.00% No 394,380 394,380 - 394,380 394,380 - - - 4/7/15 04/17/18 10.00% No 50,000 50,000 - 50,000 - - 50,000 11/23/2015 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 2/25/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 5/20/2016 90 days after demand 6.00% No 50,000 50,000 - 50,000 50,000 - - - 10/20/2016 90 days after demand 6.00% No 50,000 12,500 - 12,500 12,500 - - - 10/20/2016 90 days after demand 6.00% No 12,500 12,500 - 12,500 12,500 - - - 12/21/2016 90 days after demand 6.00% No 25,000 25,000 - 25,000 25,000 - - - 3/9/2017 90 days after demand 10.00% No 200,000 177,000 - 177,000 177,000 - - - 7/13/2017 7/13/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/18/2017 7/18/2019 6.00% No 25,000 25,000 - 25,000 - - - 25,000 7/26/2017 7/26/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 7/27/2017 7/27/2019 6.00% No 15,000 15,000 - 15,000 - - - 15,000 12/20/2017 7/30/2019 10.00% No 50,000 50,000 4,340 45,660 - - - 45,660 12/20/2017 7/30/2019 10.00% No 10,000 10,000 620 9,380 - - - 9,380 12/21/2017 7/30/2019 10.00% No 50,000 50,000 4,284 45,716 - - - 45,716 12/27/2017 7/30/2019 10.00% No 10,000 10,000 600 9,400 - - - 9,400 12/27/2017 7/30/2019 10.00% No 10,000 10,000 600 9,400 - - - 9,400 12/28/2017 7/30/2019 10.00% No 250,000 250,000 21,000 229,000 - - - 229,000 12/29/2017 7/30/2019 10.00% No 100,000 100,000 8,960 91,040 - - - 91,040 12/29/2017 7/30/2019 10.00% No 10,000 10,000 640 9,360 - - - 9,360 11/6/2017 * See note below 10.00% No 646,568 641,568 - 641,568 641,568 - - - Totals $5,048,594 $41,044 $5,007,550 $3,680,448 $ $639,812 $687,290 * Note - Principle and accrued interest will be due and payable at the earliest of A). resolution of Memphsis litigation; B). June 30, 2018, or C). when OTE is able to pay |
9. Stockholders' Equity (Tables
9. Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Table Text Block Supplement [Abstract] | |
Schedule of Warrants | Number of Weighted Average Warrants Warrants Exercise Price Balance at December 31, 2017 134,000 $0.27 Granted 116,500 $0.28 Exercised (30,000) $0.27 Forfeited - Balance at March 31, 2018 220,500 $0.21 |
2. Going Concern (Details Narra
2. Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (951,810) | $ (7,565,709) | |
Net Cash Used In Operating Activities | (834,890) | $ (331,381) | |
Working capital (deficit) | (11,196,385) | ||
Total Stockholders' Deficiency | $ (11,397,037) | $ (10,509,554) |
3. Income Taxes (Details Narrat
3. Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Expense (Benefit) | $ 0 | $ 0 |
5. Net Loss Per Common Share (D
5. Net Loss Per Common Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Warrants and Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 220,500 | 303,320 |
Green Energy Bonds and Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,567,438 | 205,667 |
7. Business Segments (Details)
7. Business Segments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Revenue | $ 0 | $ 0 | |
Assets | 1,083,262 | 1,095,911 | $ 1,344,006 |
Net Loss | (951,810) | (7,565,709) | |
Property and equipment | 1,183 | 1,863 | 1,352 |
Capitalized construction in process | 915,139 | 869,138 | $ 892,639 |
Depreciation | 169 | 503 | |
Addtions to Property and equipment | 22,500 | 22,853 | |
Headquarters [Member] | |||
Revenue | 0 | 0 | |
Assets | 168,123 | 226,773 | |
Net Loss | (951,810) | (7,565,709) | |
Property and equipment | 1,183 | 1,863 | |
Capitalized construction in process | 0 | 0 | |
Depreciation | 169 | 503 | |
Addtions to Property and equipment | 0 | 0 | |
US Territories [Member] | |||
Revenue | 0 | 0 | |
Assets | 750,237 | 820,140 | |
Net Loss | 0 | 0 | |
Property and equipment | 0 | 0 | |
Capitalized construction in process | 750,237 | 820,140 | |
Depreciation | 0 | 0 | |
Addtions to Property and equipment | 22,500 | 22,853 | |
Bahamas [Member] | |||
Revenue | 0 | 0 | |
Assets | 0 | 0 | |
Net Loss | 0 | 0 | |
Property and equipment | 0 | 0 | |
Capitalized construction in process | 0 | 0 | |
Depreciation | 0 | 0 | |
Addtions to Property and equipment | 0 | 0 | |
Other [Member] | |||
Revenue | 0 | 0 | |
Assets | 164,902 | 48,998 | |
Net Loss | 0 | 0 | |
Property and equipment | 0 | 0 | |
Capitalized construction in process | 164,902 | 48,998 | |
Depreciation | 0 | 0 | |
Addtions to Property and equipment | $ 0 | $ 0 |
8. Convertible notes and note25
8. Convertible notes and notes payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt original principal | $ 7,510,718 | |
Debt amount at period end | 5,658,142 | $ 5,048,594 |
Unamortized discount | 90,657 | 41,044 |
Carrying amount at period end | 5,567,485 | 5,007,550 |
Debt related party current | 3,642,948 | 3,680,448 |
Debt related party noncurrent | 0 | 0 |
Debt current | 807,563 | 639,812 |
Debt noncurrent | $ 1,116,974 | $ 687,290 |
Notes payable 1 [Member] | ||
Debt issuance date | Dec. 12, 2006 | Dec. 12, 2006 |
Debt maturity date | Jan. 5, 2013 | Jan. 5, 2013 |
Debt stated interest rate | 62.50% | 6.25% |
Debt original principal | $ 58,670 | $ 58,670 |
Debt amount at period end | 10,720 | 12,272 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 10,720 | 12,272 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 10,720 | 12,272 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 2 [Member] | ||
Debt issuance date | Dec. 1, 2007 | Dec. 1, 2007 |
Debt maturity date | Sep. 1, 2015 | Sep. 1, 2015 |
Debt stated interest rate | 7.00% | 7.00% |
Debt original principal | $ 125,000 | $ 125,000 |
Debt amount at period end | 85,821 | 85,821 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 85,821 | 85,821 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 85,821 | 85,821 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 3 [Member] | ||
Debt issuance date | Sep. 25, 2009 | Sep. 25, 2009 |
Debt maturity date | Oct. 25, 2011 | Oct. 25, 2011 |
Debt stated interest rate | 5.00% | 5.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 50,000 | 50,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 50,000 | 50,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 50,000 | 50,000 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 4 [Member] | ||
Debt issuance date | Dec. 23, 2009 | Dec. 23, 2009 |
Debt maturity date | Dec. 23, 2014 | Dec. 23, 2014 |
Debt stated interest rate | 7.00% | 7.00% |
Debt original principal | $ 100,000 | $ 100,000 |
Debt amount at period end | 94,480 | 94,480 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 94,480 | 94,480 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 94,480 | 94,480 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 5 [Member] | ||
Debt issuance date | Dec. 23, 2009 | Dec. 23, 2009 |
Debt maturity date | Dec. 23, 2014 | Dec. 23, 2014 |
Debt stated interest rate | 7.00% | 7.00% |
Debt original principal | $ 25,000 | $ 25,000 |
Debt amount at period end | 23,619 | 23,619 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 23,619 | 23,619 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 23,619 | 23,619 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 6 [Member] | ||
Debt issuance date | Dec. 23, 2009 | Dec. 23, 2009 |
Debt maturity date | Dec. 23, 2014 | Dec. 23, 2014 |
Debt stated interest rate | 7.00% | 7.00% |
Debt original principal | $ 25,000 | $ 25,000 |
Debt amount at period end | 23,620 | 23,620 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 23,620 | 23,620 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 23,620 | 23,620 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 7 [Member] | ||
Debt issuance date | Feb. 3, 2012 | Feb. 3, 2012 |
Debt maturity date | Dec. 31, 2018 | Dec. 31, 2018 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 1,000,000 | $ 1,000,000 |
Debt amount at period end | 1,000,000 | 1,000,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 1,000,000 | 1,000,000 |
Debt related party current | 1,000,000 | 1,000,000 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 8 [Member] | ||
Debt issuance date | Aug. 15, 2013 | Aug. 15, 2013 |
Debt maturity date | Oct. 31, 2023 | Oct. 31, 2023 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 525,000 | $ 525,000 |
Debt amount at period end | 158,334 | 158,334 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 158,334 | 158,334 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 158,334 | $ 158,334 |
Notes payable 9 [Member] | ||
Debt issuance date | Dec. 31, 2013 | Dec. 31, 2013 |
Debt maturity date | Dec. 31, 2015 | Dec. 31, 2015 |
Debt stated interest rate | 8.00% | 8.00% |
Debt original principal | $ 290,000 | $ 290,000 |
Debt amount at period end | 130,000 | 130,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 130,000 | 130,000 |
Debt related party current | 130,000 | 130,000 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 10 [Member] | ||
Debt issuance date | Apr. 1, 2014 | Apr. 1, 2014 |
Debt maturity date | Dec. 31, 2018 | Dec. 31, 2018 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 2,265,000 | $ 2,265,000 |
Debt amount at period end | 1,102,500 | 1,137,500 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 1,102,500 | 1,137,500 |
Debt related party current | 1,102,500 | 1,137,500 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 11 [Member] | ||
Debt issuance date | Dec. 22, 2014 | Dec. 22, 2014 |
Debt maturity date | Mar. 31, 2015 | Mar. 31, 2015 |
Debt stated interest rate | 12.00% | 12.00% |
Debt original principal | $ 200,000 | $ 200,000 |
Debt amount at period end | 200,000 | 200,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 200,000 | 200,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 200,000 | 200,000 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 12 [Member] | ||
Debt issuance date | Dec. 26, 2014 | Dec. 26, 2014 |
Debt maturity date | Dec. 26, 2015 | Dec. 26, 2015 |
Debt stated interest rate | 12.00% | 12.00% |
Debt original principal | $ 100,000 | $ 100,000 |
Debt amount at period end | 100,000 | 100,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 100,000 | 100,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 100,000 | 100,000 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 13 [Member] | ||
Debt issuance date | Mar. 12, 2015 | Mar. 12, 2015 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 394,380 | $ 394,380 |
Debt amount at period end | 394,380 | 394,380 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 394,380 | 394,380 |
Debt related party current | 394,380 | 394,380 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 14 [Member] | ||
Debt issuance date | Apr. 7, 2015 | Apr. 7, 2015 |
Debt maturity date | Apr. 17, 2018 | Apr. 17, 2018 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 50,000 | 50,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 50,000 | 50,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 50,000 | 50,000 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 15 [Member] | ||
Debt issuance date | Nov. 23, 2015 | Nov. 23, 2015 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 50,000 | 50,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 50,000 | 50,000 |
Debt related party current | 50,000 | 50,000 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 16 [Member] | ||
Debt issuance date | Feb. 25, 2016 | Feb. 25, 2016 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 50,000 | 50,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 50,000 | 50,000 |
Debt related party current | 50,000 | 50,000 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 17 [Member] | ||
Debt issuance date | May 20, 2016 | May 20, 2016 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 50,000 | 50,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 50,000 | 50,000 |
Debt related party current | 50,000 | 50,000 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 18 [Member] | ||
Debt issuance date | Oct. 20, 2016 | Oct. 20, 2016 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 12,500 | 12,500 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 12,500 | 12,500 |
Debt related party current | 12,500 | 12,500 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 19 [Member] | ||
Debt issuance date | Oct. 20, 2016 | Oct. 20, 2016 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 12,500 | $ 12,500 |
Debt amount at period end | 12,500 | 12,500 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 12,500 | 12,500 |
Debt related party current | 12,500 | 12,500 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 20 [Member] | ||
Debt issuance date | Dec. 21, 2016 | Dec. 21, 2016 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 25,000 | $ 25,000 |
Debt amount at period end | 25,000 | 25,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 25,000 | 25,000 |
Debt related party current | 25,000 | 25,000 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 21 [Member] | ||
Debt issuance date | Mar. 9, 2017 | Mar. 9, 2017 |
Debt maturity date | 90 days after demand | 90 days after demand |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 200,000 | $ 200,000 |
Debt amount at period end | 177,000 | 177,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 177,000 | 177,000 |
Debt related party current | 177,000 | 177,000 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 22 [Member] | ||
Debt issuance date | Jul. 13, 2017 | Jul. 13, 2017 |
Debt maturity date | Jul. 13, 2019 | Jul. 13, 2019 |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 25,000 | $ 25,000 |
Debt amount at period end | 25,000 | 25,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 25,000 | 25,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 25,000 | $ 25,000 |
Notes payable 23 [Member] | ||
Debt issuance date | Jul. 18, 2017 | Jul. 18, 2017 |
Debt maturity date | Jul. 18, 2019 | Jul. 18, 2019 |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 25,000 | $ 25,000 |
Debt amount at period end | 25,000 | 25,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 25,000 | 25,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 25,000 | $ 25,000 |
Notes payable 24 [Member] | ||
Debt issuance date | Jul. 26, 2017 | Jul. 26, 2017 |
Debt maturity date | Jul. 26, 2019 | Jul. 26, 2019 |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 15,000 | $ 15,000 |
Debt amount at period end | 15,000 | 15,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 15,000 | 15,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 15,000 | $ 15,000 |
Notes payable 25 [Member] | ||
Debt issuance date | Jul. 27, 2017 | Jul. 27, 2017 |
Debt maturity date | Jul. 27, 2019 | Jul. 27, 2019 |
Debt stated interest rate | 6.00% | 6.00% |
Debt original principal | $ 15,000 | $ 15,000 |
Debt amount at period end | 15,000 | 15,000 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 15,000 | 15,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 15,000 | $ 15,000 |
Notes payable 26 [Member] | ||
Debt issuance date | Dec. 20, 2017 | Dec. 20, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 50,000 | 50,000 |
Unamortized discount | 3,593 | 4,340 |
Carrying amount at period end | 46,407 | 45,660 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 46,407 | $ 45,660 |
Notes payable 27 [Member] | ||
Debt issuance date | Dec. 20, 2017 | Dec. 20, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 10,000 | $ 10,000 |
Debt amount at period end | 10,000 | 10,000 |
Unamortized discount | 513 | 620 |
Carrying amount at period end | 9,487 | 9,380 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 9,487 | $ 9,380 |
Notes payable 28 [Member] | ||
Debt issuance date | Dec. 21, 2017 | Dec. 21, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 50,000 | $ 50,000 |
Debt amount at period end | 50,000 | 50,000 |
Unamortized discount | 3,570 | 4,284 |
Carrying amount at period end | 46,430 | 45,716 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 46,430 | $ 45,716 |
Notes payable 29 [Member] | ||
Debt issuance date | Dec. 27, 2017 | Dec. 27, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 10,000 | $ 10,000 |
Debt amount at period end | 10,000 | 10,000 |
Unamortized discount | 503 | 600 |
Carrying amount at period end | 9,497 | 9,400 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 9,497 | $ 9,400 |
Notes payable 30 [Member] | ||
Debt issuance date | Dec. 27, 2017 | Dec. 27, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 10,000 | $ 10,000 |
Debt amount at period end | 10,000 | 10,000 |
Unamortized discount | 503 | 600 |
Carrying amount at period end | 9,497 | 9,400 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 9,497 | $ 9,400 |
Notes payable 31 [Member] | ||
Debt issuance date | Dec. 28, 2017 | Dec. 28, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 250,000 | $ 250,000 |
Debt amount at period end | 250,000 | 250,000 |
Unamortized discount | 17,627 | 21,000 |
Carrying amount at period end | 232,373 | 229,000 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 232,373 | $ 229,000 |
Notes payable 32 [Member] | ||
Debt issuance date | Dec. 29, 2017 | Dec. 29, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 100,000 | $ 100,000 |
Debt amount at period end | 100,000 | 100,000 |
Unamortized discount | 7,534 | 8,960 |
Carrying amount at period end | 92,466 | 91,040 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 92,466 | $ 91,040 |
Notes payable 33 [Member] | ||
Debt issuance date | Dec. 29, 2017 | Dec. 29, 2017 |
Debt maturity date | Jul. 30, 2019 | Jul. 30, 2019 |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 10,000 | $ 10,000 |
Debt amount at period end | 10,000 | 10,000 |
Unamortized discount | 538 | 640 |
Carrying amount at period end | 9,462 | 9,360 |
Debt related party current | 0 | 0 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 9,462 | $ 9,360 |
Notes payable 34 [Member] | ||
Debt issuance date | Nov. 6, 2017 | Nov. 6, 2017 |
Debt maturity date | * See note below | * See note below |
Debt stated interest rate | 10.00% | 10.00% |
Debt original principal | $ 646,568 | $ 646,568 |
Debt amount at period end | 639,068 | 641,568 |
Unamortized discount | 0 | 0 |
Carrying amount at period end | 639,068 | 641,568 |
Debt related party current | 639,068 | 641,568 |
Debt related party noncurrent | 0 | 0 |
Debt current | 0 | 0 |
Debt noncurrent | $ 0 | $ 0 |
Notes payable 35 [Member] | ||
Debt issuance date | Jan. 2, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 25,000 | |
Debt amount at period end | 25,000 | |
Unamortized discount | 1,490 | |
Carrying amount at period end | 23,510 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 23,510 | |
Notes payable 36 [Member] | ||
Debt issuance date | Jan. 2, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 20,000 | |
Debt amount at period end | 20,000 | |
Unamortized discount | 1,143 | |
Carrying amount at period end | 18,857 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 18,857 | |
Notes payable 37 [Member] | ||
Debt issuance date | Jan. 9, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 50,000 | |
Debt amount at period end | 50,000 | |
Unamortized discount | 0 | |
Carrying amount at period end | 50,000 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 50,000 | |
Notes payable 38 [Member] | ||
Debt issuance date | Jan. 9, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 50,000 | |
Debt amount at period end | 50,000 | |
Unamortized discount | 0 | |
Carrying amount at period end | 50,000 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 50,000 | |
Notes payable 39 [Member] | ||
Debt issuance date | Jan. 11, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 10,000 | |
Debt amount at period end | 10,000 | |
Unamortized discount | 464 | |
Carrying amount at period end | 9,536 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 9,536 | |
Notes payable 40 [Member] | ||
Debt issuance date | Jan. 12, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 10,000 | |
Debt amount at period end | 10,000 | |
Unamortized discount | 465 | |
Carrying amount at period end | 9,535 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 9,535 | |
Notes payable 41 [Member] | ||
Debt issuance date | Jan. 16, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 50,000 | |
Debt amount at period end | 50,000 | |
Unamortized discount | 3,283 | |
Carrying amount at period end | 46,717 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 46,717 | |
Notes payable 42 [Member] | ||
Debt issuance date | Jan. 16, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 10,000 | |
Debt amount at period end | 10,000 | |
Unamortized discount | 464 | |
Carrying amount at period end | 9,536 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 9,536 | |
Notes payable 43 [Member] | ||
Debt issuance date | Jan. 16, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 20,000 | |
Debt amount at period end | 20,000 | |
Unamortized discount | 1,389 | |
Carrying amount at period end | 18,611 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 18,611 | |
Notes payable 44 [Member] | ||
Debt issuance date | Jan. 30, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 25,000 | |
Debt amount at period end | 25,000 | |
Unamortized discount | 3,000 | |
Carrying amount at period end | 22,000 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 22,000 | |
Notes payable 45 [Member] | ||
Debt issuance date | Feb. 14, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 50,000 | |
Debt amount at period end | 50,000 | |
Unamortized discount | 3,286 | |
Carrying amount at period end | 46,714 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 46,714 | |
Notes payable 46 [Member] | ||
Debt issuance date | Feb. 16, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 19,156 | |
Debt amount at period end | 19,156 | |
Unamortized discount | 1,213 | |
Carrying amount at period end | 17,943 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 17,943 | |
Notes payable 47 [Member] | ||
Debt issuance date | Feb. 19, 2018 | |
Debt maturity date | Aug. 19, 2018 | |
Debt stated interest rate | 8.00% | |
Debt original principal | $ 121,111 | |
Debt amount at period end | 121,111 | |
Unamortized discount | 22,678 | |
Carrying amount at period end | 98,433 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 98,433 | |
Debt noncurrent | $ 0 | |
Notes payable 48 [Member] | ||
Debt issuance date | Feb. 23, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 10,000 | |
Debt amount at period end | 10,000 | |
Unamortized discount | 428 | |
Carrying amount at period end | 9,572 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 9,572 | |
Notes payable 49 [Member] | ||
Debt issuance date | Feb. 27, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 10,000 | |
Debt amount at period end | 10,000 | |
Unamortized discount | 0 | |
Carrying amount at period end | 10,000 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 10,000 | |
Notes payable 50 [Member] | ||
Debt issuance date | Feb. 28, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 50,000 | |
Debt amount at period end | 50,000 | |
Unamortized discount | 2,924 | |
Carrying amount at period end | 47,076 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 47,076 | |
Notes payable 51 [Member] | ||
Debt issuance date | Mar. 7, 2018 | |
Debt maturity date | Sep. 7, 2018 | |
Debt stated interest rate | 8.00% | |
Debt original principal | $ 83,333 | |
Debt amount at period end | 83,333 | |
Unamortized discount | 12,463 | |
Carrying amount at period end | 70,870 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 70,870 | |
Debt noncurrent | $ 0 | |
Notes payable 52 [Member] | ||
Debt issuance date | Mar. 9, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 25,000 | |
Debt amount at period end | 25,000 | |
Unamortized discount | 1,167 | |
Carrying amount at period end | 23,833 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 23,833 | |
Notes payable 53 [Member] | ||
Debt issuance date | Mar. 30, 2018 | |
Debt maturity date | Jul. 30, 2019 | |
Debt stated interest rate | 10.00% | |
Debt original principal | $ 10,000 | |
Debt amount at period end | 10,000 | |
Unamortized discount | 419 | |
Carrying amount at period end | 9,581 | |
Debt related party current | 0 | |
Debt related party noncurrent | 0 | |
Debt current | 0 | |
Debt noncurrent | $ 9,581 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Warrants | |
Warrants outstanding, beginning balance | 134,000 |
Warrants granted | 116,500 |
Warrants exercised | (30,000) |
Warrants forfeited | 0 |
Warrants outstanding, ending balance | 220,500 |
Weighted Average Exercise Price | |
Warrants outstanding, beginning balance | $ / shares | $ 0.27 |
Warrants granted | $ / shares | 0.28 |
Warrants exercised | $ / shares | 0.27 |
Warrants outstanding, ending balance | $ / shares | $ 0.21 |
9. Stockholders' Equity (Deta27
9. Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Proceeds from exercise of warrants | $ 8,211 | $ 409,625 | |
Common stock issued | 122,762,904 | 122,642,247 | |
Stock for Services [Member] | |||
Stock issued for services, shares | 90,657 | ||
Stock issued for services, value | $ 23,666 |
11. Related-party Transactions
11. Related-party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Repayment of notes payable - related party | $ (37,500) | $ (25,000) |
Company controlled by the CEO [Member] | ||
Rent expense | 30,000 | |
Jeremy P Feakins & Associates, LLC [Member] | ||
Repayment of notes payable - related party | $ 35,000 |