Notes to Financial Statements
NOTE 1: NATURE OF BUSINESS
Clean Coal Technologies, Inc. (“CCTI”, the “Company”, “Clean Coal”, “we”, “our”), a Nevada corporation, is developing a patented multi-stage process that transforms coal with high levels of impurities, contaminants and other polluting elements into an exceptionally efficient, clean and inexpensive source of high energy, low polluting fuel.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company’s financial statements are prepared using the accrual method in accordance with Generally Accepted Accounting Principles in the United State of America (“GAAP”). Certain amounts have been reclassified to conform to the current period’s presentation including Notes payable; Notes payable – related parties; short and long term Convertible debt, net of unamortized discounts; short and long term Convertible debt, net of unamortized discounts – related party.
Use of Estimates
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 and disclosure on contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers (ASU 2014-09) and all subsequent amendments to the ASU, which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets. The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application, full and modified retrospective. Full retrospective requires companies to apply ASU 2014-09 to each prior reporting period presented while modified retrospective requires companies to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. The Company elected to adopt ASU 2014-09 using the modified retrospective application effective for the quarter ending March 31, 2018, with no impact the Company’s financial statements as it has no current contracts for revenue generating activities and a limited history of generating revenue from operations as discussed below.
The Company generated revenue in 2012 related to license fees received for the use of its technology. The license fee revenue requires no continuing performance on the Company’s part and is recognized upon receipt of the licensing fee and grant of the license.
During 2012, the Company granted a 25-year technology license agreement for a one-time license fee of $750,000. The first installment of the license fee of $375,000 has been collected pursuant to the signing of a coal testing plant construction contract and the balance of $375,000 will be due upon the successful testing of the coal testing plant, estimated sometime in fiscal 2020. In addition, under the technology license agreement, the Company will receive an on-going royalty fee of $1 per metric ton on all coal processed using the technology, up to $4,000,000 per annum. No revenue has been earned in 2019 or 2018.
Net Loss per Common Share
Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during each year. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company uses the “if-converted” method for calculating the earnings per share impact of outstanding convertible debentures, whereby the securities are assumed converted and an earnings per incremental share is computed. Options, warrants and their equivalents are included in EPS calculations through the treasury stock method. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The calculation of basic and diluted net loss per share for the years ended December 31, 2019 and 2018 are as follows:
|
|
2019
|
|
|
2018
|
|
Basic Net Loss Per Share:
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(5,030,448
|
)
|
|
$
|
(5,559,700
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
176,957,325
|
|
|
|
156,878,353
|
|
|
|
|
|
|
|
|
|
|
Basic net loss per share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
Diluted Net Loss Per Share:
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(5,030,448
|
)
|
|
$
|
(5,559,700
|
)
|
Diluted net loss
|
|
$
|
(5,030,448
|
)
|
|
$
|
(5,559,700
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
176,957,325
|
|
|
|
156,878,353
|
|
Common stock warrants
|
|
|
-
|
|
|
|
-
|
|
Convertible debt
|
|
|
-
|
|
|
|
-
|
|
Weighted average shares used in computing diluted net loss per share
|
|
|
176,957,325
|
|
|
|
156,878,353
|
|
|
|
|
|
|
|
|
|
|
Diluted net loss per share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
The following table summarizes the potential shares of common stock that were excluded from the computation of diluted net loss per share for the years ended December 31, 2019 and 2018 as such shares would have had an anti-dilutive effect:
|
|
2019
|
|
|
2018
|
|
Common stock warrants
|
|
|
2,852,329
|
|
|
|
7,146,616
|
|
Convertible notes payable
|
|
|
148,704,866
|
|
|
|
120,187,899
|
|
Total
|
|
|
151,557,195
|
|
|
|
127,334,515
|
|
Cash and Cash Equivalents
Clean Coal considers all highly liquid investments with an original maturity of three months or less to be cash equivalents for purposes of preparing its Statements of Cash Flows. There are no cash equivalents at December 31 2019 and 2018.
Federal Income Tax
Clean Coal files income tax returns in the U.S. federal jurisdiction, and the state of Nevada. Clean Coal’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of December 31, 2019 and 2018:
|
|
2019
|
|
|
2018
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforward
|
|
$
|
8,167,076
|
|
|
$
|
7,485,004
|
|
Valuation allowance
|
|
|
(8,167,076
|
)
|
|
|
(7,485,004
|
)
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The federal income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations for the years ended December 31, 2019 and 2018 due to the following:
|
|
2019
|
|
|
2018
|
|
Pre-tax book loss
|
|
$
|
(1,056,394
|
)
|
|
$
|
(1,167,537
|
)
|
Meals
|
|
|
902
|
|
|
|
830
|
|
Common stock issued for services
|
|
|
105,932
|
|
|
|
116,805
|
|
Debt discount amortization
|
|
|
267,488
|
|
|
|
324,662
|
|
Gain on debt settlement
|
|
|
-
|
|
|
|
(67,647
|
)
|
Valuation allowance
|
|
|
682,072
|
|
|
|
792,887
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The Company had net operating losses of approximately $38,890,841 that begin to expire in 2029. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. In accordance with the statute of limitations for federal tax returns, the Company’s federal tax returns for the years 2015 through 2018 are subject to examination.
Property and Equipment
Property and equipment consists of furniture and fixtures and computer equipment, recorded at cost, depreciated upon placement in service over estimated useful lives ranging from three to five years on a straight-line basis. As of December 31, 2019 and 2018, Clean Coal had property and equipment with no net book value. Expenditures for normal repairs and maintenance are charged to expense as incurred.
Impairment of Long Lived Assets
In the event facts and circumstances indicate the carrying value of a long-lived asset, including associated intangibles, may be impaired, an evaluation of recoverability is performed by comparing the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow is required.
Research and Development Costs
Research and development expenses include salaries, related employee expenses, research expenses and consulting fees. All costs for research and development activities are expensed as incurred. Clean Coal expenses the costs of licenses of patents and the prosecution of patents until the issuance of such patents and the commercialization of related products is reasonably assured. During the years ended December 31, 2019 and 2018, the Company recognized $120,182 and $307,151 of research and development costs, respectively.
Stock-based Compensation
FASB ASC 718 established financial accounting and reporting standards for stock-based employee compensation plans. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. Clean Coal accounts for stock-based compensation to employees in accordance with FASB ASC 718.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements (ASC 820) and ASC 825, Financial Instruments (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. As of December 31, 2019 and 2018, the fair value of long-term convertible debt and the recorded values of all other financial instruments approximate their current fair values because of their net amounts, nature and, or, respective maturity dates or durations.
Derivative Instruments
The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging (ASC 815) and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet.
The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, The Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for The Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of December 31, 2019 and 2018, the Company did not have any derivative instruments.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In June 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018. The Company adopted the new standard on January 1, 2019 without a material impact on our financial statements.
In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of Topic 260 eliminates the requirement to consider “down round” features when determining whether certain equity-linked financial instruments or embedded features are indexed to an entity’s own stock. The ASU 2017-11 amendments in Part I are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the new standard on January 1, 2019 without a material impact on our financial statements.
NOTE 3: GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if Clean Coal is unable to continue as a going concern. Clean Coal has a working capital deficit as of December 31, 2019 and has generated recurring net losses since inception. Management believes Clean Coal will need to raise capital in order to operate over the next 12 months. Clean Coal’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. Clean Coal has limited capital with which to pursue its business plan. There can be no assurance that Clean Coal’s future operations will be significant and profitable, or that Clean Coal will have sufficient resources to meet its objectives. These conditions raise substantial doubt as to Clean Coal’s ability to continue as a going concern. Management may pursue either debt or equity financing or a combination of both, in order to raise sufficient capital to meet Clean Coal’s financial requirements over the next twelve months and to fund its business plan. There is no assurance that management will be successful in raising additional funds.
NOTE 4: RELATED PARTY TRANSACTIONS
Wages and bonus payable to related parties
Accruals for salary and bonuses to officers and directors are included in accrued liabilities in the balance sheets and totaled $3,090,052 and $2,719,653 as of December 31, 2019 and 2018, respectively. As part of the separation agreement with Mr. Ponce de Leon, the Company agreed to pay him all his accrued salary within two years but agreed to pay him $200,000 by November 2015 out of revenues earned. As the Company did not earn revenue in 2015 and as at December 2019 has still not earned revenue, the obligation to Mr. Ponce de Leon of $1,594,725 is currently in default and the amount includes $368,011 in accrued interest. It is the Company’s intention to pay Mr. Ponce de Leon immediately upon receiving revenue.
Nonconvertible Debt
During the years ended December 31, 2019 and 2018, the Company received $590,000 and $35,000 from the issuance of related party notes payable to an affiliate. The notes are due on demand and do not accrue interest. As of December 31, 2019 and 2018, the Company had outstanding notes payable to affiliates of the Company of $675,000 and 85,000, respectively. These notes payable of the Company are unsecured, bear no interest and are due on demand.
During the years ended December 31, 2019 and 2018, the Company received $243,000 and $1,600 from related party advances, respectively. The Company repaid $165,000 and $0 on these advances during the years ended December 31, 2019 and 2018, respectively. The advances are due on demand and do not accrue interest. As of December 31, 2019 and 2018, the Company had outstanding advances payable to an officer of the Company of $79,600 and $1,600, respectively. The advances payable are unsecured, bear no interest and are due on demand.
Convertible Debt
2019
During the year ended December 31, 2019, the Company borrowed an aggregate of $366,653, net of beneficial conversion features of $152,962, under convertible notes payable from a Company with an interest owned by a significant stockholder. The convertible notes are secured by assets and the common stock of the Company, bear interest at 12% per annum, are convertible into shares of the Company’s common stock at $0.06 per share and are due three years from the dates of issuance. As of December 31, 2019, the Company had outstanding short-term convertible notes payable of $6,593,469, net of unamortized discounts of $658,922 and outstanding long-term convertible notes payable of $2,626,753, net of unamortized discounts of $1,558,289. The convertible notes payable matured between November 2018 and November 2022 and are convertible at $0.06 per share, which was a discount to the market price on the date of issuance. Amortization expense related to debt discounts on convertible debt for the year ended December 31, 2019 was $1,229,740. As of December 31, 2019, $4,510,384 in convertible notes are past due.
2018
During the year ended December 31, 2018, the Company borrowed an aggregate of $2,284,800, net of beneficial conversion feature of $1,907,655, under convertible notes payable from a Company with an interest owned by a significant stockholder. The convertible notes are secured by assets and the common stock of the Company, bear interest at 12% per annum, are convertible into shares of the Company’s common stock at $0.06 per share and are due three years from the dates of issuance. As of December 31, 2018, the Company had outstanding short-term convertible notes payable of $4,660,381, net of unamortized discounts of $139,977 and outstanding long term convertible notes payable of $5,026,800, net of unamortized discounts of $3,154,012. The convertible notes payable mature between November 2018 and December 2021 and are convertible at $0.06 per share, which was a discount to the market price on the date of issuance. Amortization expense related to debt discounts on convertible debt for the year ended December 31, 2018 was $1,506,170.
During the year ended December 31, 2018, the holder of convertible debt elected to convert a total of $1,534,907 in principal into 19,186,333 shares of common stock, or $0.08 per share.
Outstanding notes payable and convertible notes payable to related parties consisted of the following as of December 31, 2019 and 2018:
|
|
December 31,
|
|
Name
|
|
2019
|
|
|
2018
|
|
Convertible Debt:
|
|
|
|
|
|
|
|
|
Convertible notes payable, interest at 12%, convertible at $0.08 per share, unsecured, due May 25, 2019
|
|
$
|
1,302,566
|
|
|
$
|
1,452,566
|
|
Convertible note payable, interest at 12%, convertible at $0.12 per share, unsecured, due between May 25, 2019 and August 1, 2019
|
|
|
1,630,073
|
|
|
|
1,630,073
|
|
Convertible notes payable, interest at 12%, convertible at $0.15 per share, unsecured, due between May 25, 2019 and March 31, 2020
|
|
|
1,799,742
|
|
|
|
1,799,742
|
|
Convertible notes payable, interest at 12%, convertible at $0.06 per share, unsecured, due between April 20, 2020 and November 22, 2022
|
|
|
5,146,753
|
|
|
|
4,804,800
|
|
Total
|
|
|
9,879,134
|
|
|
|
9,687,181
|
|
Less: short-term debt
|
|
|
(6,593,459
|
)
|
|
|
(4,520,404
|
)
|
Total long-term debt
|
|
|
3,285,675
|
|
|
|
5,166,777
|
|
Less: unamortized discounts
|
|
|
(2,217,211
|
)
|
|
|
(3,293,989
|
)
|
Net long-term debt
|
|
$
|
1,068,464
|
|
|
$
|
1,872,788
|
|
|
|
|
|
|
|
|
|
|
Nonconvertible Debt:
|
|
|
|
|
|
|
|
|
Notes payable, no interest, unsecured, due upon demand
|
|
$
|
754,600
|
|
|
$
|
86,600
|
|
Total
|
|
$
|
754,600
|
|
|
$
|
86,600
|
|
Principal payments on convertible debt to related parties for each of the following five years is as follows:
2020
|
|
$
|
7,252,381
|
|
2021
|
|
|
2,284,800
|
|
2022
|
|
|
341,953
|
|
2023
|
|
|
-
|
|
2024
|
|
|
-
|
|
Thereafter
|
|
|
-
|
|
Total
|
|
$
|
9,879,134
|
|
Common Stock Issued to Related Parties
During May 2019, the Company issued two of its officers a total of 4,408,000 shares of common stock for services valued at $440,800. The shares are not forfeitable and considered to be earned as of the date of issuance.
During August 2019, the Company issued 1,875,000 shares of common stock for the conversion of $150,000 related party convertible notes payable, or the stated conversion price $0.08 per share.
During the year ended December 31, 2018, the Company issued a total of 5,792,829 common shares for compensation to two officers, fair value of $514,916 is recognized as expense during 2019.
During the year ended December 31, 2018, the Company issued 100,000 common shares for compensation to a member of the board of directors, fair value of $8,000 is recognized as expense during 2019.
During the year ended December 31, 2018, the Company issued an aggregate of 19,186,333 common shares to a related party convertible note holder for conversion of $1,534,907 in principal.
Non-Binding License Agreement – related party
During July 2017, the Company entered into a non-binding agreement to explore the opportunity of engaging in a license of Clean Coal Pristine M technology. As part of the non-binding agreement, in September 2017, the Company received a non-refundable deposit of $100,000, subject to application to any future license agreement, from Wyoming New Power. The license agreement is for two million tons per annum. The remainder of the license fee will be due upon the signing of a definitive license agreement expected in 2020. Wyoming New Power is a related party because it is controlled by an entity that has a significant interest in Clean Coal Technologies, Inc.
NOTE 5: DEBT
Notes Payable
As of December 31, 2019 and 2018, the Company had outstanding notes payable to former affiliates of the Company of $413,185 and $413,185, respectively. The notes payable are unsecured, bear no interest and are due on demand.
Convertible Debt
During August 2018, the Company borrowed an aggregate of $160,000, net of an original issue discount of $10,000, under a convertible note payable. The Company recognized $3,644 in amortization of related debt discount. The convertible note payable bears interest at 10% per annum, matured on August 20, 2019 and was convertible after 180 days, or February 16, 2019, at a 65% discount of the quoted market price of the Company’s common stock. This note was repaid in full in February 2019.
During the year ended December 31, 2019, the Company incurred $64,000 in debt extension fees, the entire balance of the note was repaid and the Company recognized the remaining $6,356 in debt discount amortization expense.
During October 2018, the Company borrowed $345,000, net of original debt discount of $45,000 under a note payable bearing interest at 7% per annum, unsecured and due January 18, 2019. During January 2019, the due date on the note was extended to April 18, 2019 in exchange for a $55,000 debt extension fee added to the principal of the note and the addition of a conversion feature. The conversion feature allowed the holder to convert the principal and accrued interest into shares of the Company’s common stock at a discount of 70% of the lowest trading price for the Company’s common stock during the twenty trading days immediately preceding the conversion. During April 2019, the note and conversion right were extended until May 31, 2019 in exchange for a $10,000 extension fee and a $15,000 principal payment. During May 2019, the note and conversion right were extended until June 30, 2019 in exchange for a $10,000 extension fee and a $40,000 principal payment. During July 2019, the note and conversion rights were extended until July 30, 2019 in exchange for a $10,000 extension fee and a $40,000 principal payment. During August 2019, the note and conversion rights were extended until August 30, 2019 in exchange for a $10,000 extension fee and a $40,000 principal payment. During September 2019, the note and conversion rights were extended until October 30, 2019 in exchange for a $20,000 extension fee and a $60,000 principal payment. During October, the note and conversion rights were extended until November 30, 2019 in exchange for a $10,000 extension fee and a $40,000 principal payment. During November 2019, the note and conversion rights were extended until December 10, 2019 in exchange for a $10,000 conversion forbearance fee and a $40,000 principal payment. During December, the note and conversion rights were extended until January 1, 2020 in exchange for a $17,000 extension fee.
As of December 31, 2019 and 2018, the balance on the convertible note payable was $165,000 and $265,000, respectively. During the years ended December 31, 2019 and 2018, the Company recognized $8,804 and $36,196 in amortization expense of the debt discount, respectively.
During February 2019, the Company issued a convertible note payable in the amount of $315,000. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $15,000, accrues interest at the rate of 6% per annum, is unsecured and was convertible at any time into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During March 2019, the convertible note was amended to defer the conversion option until August 1, 2019. During August 2019, the note and conversion rights were extended until September 2019 in exchange for a payment of $105,562. During September 2019, the note and conversion rights were extended until October 11, 2019 in exchange for two payments: 1) On or before September 13, 2019, a $10,000 conversion forbearance fee and a $40,000 principal payment; and, 2) On or before October 11, 2019, a $10,000 conversion forbearance fee and a $40,000 principal payment. During November 2019, the note and conversion rights were extended until December 10, 2019 in exchange for a $10,000 conversion forbearance fee and a $40,000 principal payment. Each of the above referenced cash payments included 25% prepayment penalties totaling $56,391 that were added to the principal of the note upon payment. During December, the note and conversion rights were extended until January 6, 2020 in exchange for a $17,000 extension fee.
During the year ended December 31, 2019, the Company recognized $6,329 in debt discount amortization expense related to the issuance of the convertible note payable.
During May 2019, the Company issued a convertible note payable in the amount of $262,500. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $12,500, accrues interest at the rate of 6% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion. During July 2019, the convertible note payable was amended to fix the convertible date at November 21, 2019. During December 2019, the note and conversion rights were extended until December 22, 2019 in exchange for a $10,000 conversion forbearance fee and a $40,000 principal payment. During December 2019, the note and conversion rights were extended until January 22, 2020 in exchange for a $10,000 conversion forbearance fee and a $40,000 principal payment. Each of the above referenced cash payments included 25% prepayment penalties totaling $20,000 that were added to the principal of the note upon payment.
During the year ended December 31, 2019, the Company recognized $7,637 in debt discount amortization expense related to the issuance of the convertible note payable.
During August 2019, the Company issued a convertible note payable in the amount of $157,500. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $7,500, accrues interest at the rate of 7% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion.
During the year ended December 31, 2019, the Company recognized $3,041 in debt discount amortization expense related to the issuance of the convertible note payable.
During September 2019, the Company issued two convertible notes payable totaling $270,000, or $135,000 each. The convertible notes payable are due one year from the date of issuance, each have an original issuance discount of $11,500, accrue interest at the rate of 6% per annum, are unsecured and are convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion.
During the year ended December 31, 2019, the Company recognized $6,112 in debt discount amortization expense related to the issuance of the convertible note payable.
During November 2019, the Company issued a convertible note payable in the amount of $336,000. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $45,000, accrues interest at the rate of 10% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion.
During the year ended December 31, 2019, the Company recognized $4,808 in debt discount amortization expense related to the issuance of the convertible note payable.
During December 2019, the Company issued a convertible note payable in the amount of $220,000. The convertible note payable is due one year from the date of issuance, has an original issuance discount of $26,000, accrues interest at the rate of 7% per annum, is unsecured and is convertible after 180 days into shares of the Company’s common stock at a discount of 65% of the lowest trading price for the Company’s common stock during the ten trading days immediately preceding the conversion.
During the year ended December 31, 2019, the Company recognized $926 in debt discount amortization expense related to the issuance of the convertible note payable.
Nonconvertible Debt
Outstanding notes payable and convertible notes payable to third parties consisted of the following as of December 31, 2019 and 2018:
|
|
December 31,
|
|
Name
|
|
2019
|
|
|
2018
|
|
Convertible Debt:
|
|
|
|
|
|
|
|
|
Convertible note payable, interest at 10%, unsecured, due August 20, 2019
|
|
$
|
-
|
|
|
$
|
160,000
|
|
Convertible note payable, interest at 7%, unsecured, due January 1, 2020
|
|
|
165,000
|
|
|
|
345,000
|
|
Convertible note payable, interest at 6%, unsecured, due January 6, 2020
|
|
|
145,829
|
|
|
|
-
|
|
Convertible note payable, interest at 6%, unsecured, due May 22, 2020
|
|
|
202,500
|
|
|
|
-
|
|
Convertible note payable, interest at 6%, unsecured, due August 5, 2020
|
|
|
157,500
|
|
|
|
-
|
|
Convertible note payable, interest at 6%, unsecured, due September 25, 2020
|
|
|
135,000
|
|
|
|
-
|
|
Convertible note payable, interest at 6%, unsecured, due September 25, 2020
|
|
|
135,000
|
|
|
|
-
|
|
Convertible note payable, interest at 10%, unsecured, due November 22, 2020
|
|
|
336,000
|
|
|
|
-
|
|
Convertible note payable, interest at 7%, unsecured, due December 18, 2020
|
|
|
220,000
|
|
|
|
-
|
|
Total current debt
|
|
|
1,496,829
|
|
|
|
505,000
|
|
Less: Unamortized discount
|
|
|
(100,147
|
)
|
|
|
(15,160
|
)
|
Net, current debt
|
|
$
|
1,396,682
|
|
|
$
|
489,840
|
|
Nonconvertible Debt:
|
|
|
|
|
|
|
|
|
Notes payable, no interest, unsecured, past due
|
|
$
|
35,000
|
|
|
$
|
35,000
|
|
Notes payable, no interest, unsecured, past due
|
|
|
378,185
|
|
|
|
378,185
|
|
Total notes payable
|
|
|
413,185
|
|
|
|
413,185
|
|
NOTE 6: EQUITY TRANSACTIONS
Common Stock
2019
During the year ended December 31, 2019, the Company issued 636,364 shares of its common stock to consultants for services valued at $0.10 per share, or $63,637.
During the year ended December 31, 2019, the Company issued 4,408,000 shares of its common stock to officers for bonuses at $0.10 per share, or $440,800.
During the year ended December 31, 2019, the Company issued 1,875,000 shares of its common stock for the conversion of $150,000 of related party convertible debt at the stated conversion price of $0.08 per share.
2018
During the year ended December 31, 2018, the Company issued a total of 5,792,829 common shares for compensation to two officers, fair value of $514,916 is recognized as expense during 2019.
During the year ended December 31, 2018, the Company issued an aggregate of 19,186,333 common shares to a related party convertible note holder for conversion of $1,534,907 in principal.
During the year ended December 31, 2018, the Company issued 100,000 common shares for services to a member of the board of directors, fair value of $8,000 is recognized as expense during 2019.
During the year ended December 31, 2018, the Company issued a total of 376,273 common shares for services to consultants, fair value of $33,300 is recognized as expense during 2019.
Options
There were no common stock options issued and no unamortized options expense during the years ended and as of December 31, 2019 and 2018.
The following table presents the stock option activity during the years ended December 31, 2019 and 2018:
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Remaining Term
|
|
Outstanding - December 31, 2017
|
|
|
685,713
|
|
|
$
|
4.52
|
|
|
|
0.78
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
(571,428
|
)
|
|
|
3.50
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding - December 31, 2018
|
|
|
114,285
|
|
|
$
|
9.63
|
|
|
|
0.75
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
(114,285
|
)
|
|
|
9.63
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding – December 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable – December 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
The intrinsic value of the exercisable options as of December 31, 2019 and 2018 was $0 and $0, respectively.
Warrants
In November 2013, the Company issued a lender an aggregate of 310,863 common stock warrants in connection with a note payable. The warrants were exercisable immediately at $1.75 per share and expire on November 30, 2018. These warrants contain a subsequent equity sale reset “down round”, which provides that if the Company sells or grants any option to purchase any common stock of the Company at any effective price per share less than the exercise price of the warrants, the exercise price shall be reduced to equal that lower exercise price. During 2017, the exercise price of these warrants was reset to $0.055 per share. As the warrants were accounted for as derivative liabilities (due to being tainted by the outstanding convertible debt) at the time the reset was triggered, the change in fair value resulting from the reset of $26,060 was recognized as change in fair value of derivative liabilities.
In August 2014, the Company issued a lender an aggregate of 4,180,000 common stock warrants in connection with a note payable. The warrants were exercisable immediately at $0.50 per share and expire on August 31, 2019. These warrants contain a subsequent equity sale reset “down round”, which provides that if the Company sells or grants any option to purchase any common stock of the Company at any effective price per share less than the exercise price of the warrants, the exercise price shall be reduced to equal that lower exercise price. During 2017, the exercise price of these warrants was reset to $0.055 per share. As the warrants were accounted for as derivative liabilities (due to being tainted by the outstanding convertible debt) at the time the reset was triggered, the change in fair value resulting from the reset of $177,959 was recognized as change in fair value of derivative liabilities.
There were no warrants issued during 2019 and 2018.
The following table presents the stock warrant activity during the years ended December 31, 2019 and 2018:
|
|
|
|
|
|
Weighted
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Remaining Term
|
|
Outstanding - December 31, 2017
|
|
|
6,964,992
|
|
|
$
|
0.41
|
|
|
|
2.62
|
|
Granted
|
|
|
67,340
|
|
|
|
0.15
|
|
|
|
3.00
|
|
Forfeited/expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding - December 31, 2018
|
|
|
7,032,329
|
|
|
$
|
0.08
|
|
|
|
1.21
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Forfeited/expired
|
|
|
(4,180,000
|
)
|
|
|
0.06
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding – December 31, 2019
|
|
|
2,852,329
|
|
|
$
|
0.11
|
|
|
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable – December 31, 2019
|
|
|
2,852,329
|
|
|
$
|
0.08
|
|
|
|
1.21
|
|
The intrinsic value of the exercisable warrants as of December 31, 2019 and 2018 was $0 and 264,021, respectively.
NOTE 7: COMMITMENTS AND CONTINGENCIES
Litigation
In the matter entitled Soffin v Clean Coal Technologies, Inc Case No. 4D17-2751, the Fourth District Court of Appeal of the State of Florida issued a Non-final Opinion on July 12, 2018 unanimously affirming the Order Granting Defendants Motion for Judgment Notwithstanding the Verdict and Order Denying Plaintiff’s Motion for Additur entered by the Circuit Court for the Fifteenth Judicial Circuit, Palm Beach County, Florida Case No. 502010CA028706XXXXMB in favor of Clean Coal Technologies, Inc on August 1 2017. The fifteen day remedy period for the plaintiff to appeal expired on July 27, 2018 with no motion made. This case is now closed.
In April 2018, following mediation with a vendor of an outstanding balance, the Company successfully won the case and the balance of $322,133 was waived. The company had previously recognized the $320,669 balance in accounts payable, which was reversed in April 2018 and recognized as a gain on debt settlement.
Separation Agreement
As part of the separation agreement with Mr. Ponce de Leon, the ex–Chief Operating Officer of the Company, the Company agreed to pay him his accrued salary of $1,226,711 within two years but agreed to pay him $200,000 by November 2015 out of revenues earned. As the Company did not earn revenue in 2015 and as at December 2019 has still not earned revenue, the obligation to Mr. Ponce de Leon is currently in default and has accrued interest of $368,011 and the balance is $1,594,725 at December 31, 2019. It is the Company’s intention to pay Mr. Ponce de Leon immediately upon receiving revenue including any interest that has been accrued.
Operating Leases
Clean Coal has an operating lease for its executive offices in Manhattan, New York. Effective February 1, 2014, the lease is month to month, at a monthly rate of $200 per month.
In April 2018, the Company secured a permanent location in Wyoming for its test facility at the Fort Union Industrial Park. The term of the lease is three years and calls for rent of $36,000, prepaid. The $36,000 covering three years rent was paid in April 2018 and is being amortized to lease expense using the straight-line method over the three-year term of the lease. During the years ended December 31, 2019 and 2018, the Company recognized $12,000 and $8,000 in amortization of right to use assets, respectively.
NOTE 8: SUBSEQUENT EVENTS
In January the company entered into $24,900 three year convertible note with Black Diamond Financial Group, a related party. The note is part of the umbrella financing agreement with Black Diamond Financial Group entered into in May 2015.
In January, following lengthy negotiations a third party vendor agreed to withdraw their claim for $135k previously booked as an expense in our books and records. This charge will be reversed in Q1 2020 accounts.
In February the Company entered into a six month 8% convertible note for $138,000. The note included $3,000 in legal and professional fees. It has no OID. After 6 months the note can be converted into equity at a 35% discount to Market price being the average of the three lowest traded price for 10 days prior to the conversion. Prepayment rights remain with the company for the first 6 months of the note.
In February, the Company entered into a six month 5% convertible note for a total of $440,000 of which $40,000 was OID. After 6 months the note can be converted into equity at a 35% discount to Market price being the lowest traded price for 10 days prior to the conversion. Prepayment rights remain with the company for the first 6 months of the note.
All four convertible notes that have extended.The details of the extensions are as follows:
Note 1: Payment of $25,000 of which $10,000 was the extension fee extending the note to April 06, 2020
Note 2: Payment of $25,000 of which $10,000 was the extension fee extending the note to March 31, 2020
Note 3 and 4: Payment of $75,000 of which $15,000 was the extension fee extending the notes to March 22, 2020