Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'HPEV, INC. | ' |
Entity Central Index Key | '0001399352 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 62,439,134 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $916,224 | $477,549 |
Prepaid expenses | 92,932 | ' |
Total current assets | 1,009,156 | 477,549 |
Intangibles | 123,618 | 98,697 |
Total assets | 1,132,774 | 576,246 |
Current liabilities: | ' | ' |
Accounts payable | 98,685 | 230,527 |
Accrued liabilities - related party | 934,530 | 272,564 |
Customer deposits - related party | 400,000 | ' |
Accrued payroll liabilities | 14,167 | 10,428 |
Notes payable - related party | 22,910 | 22,910 |
Total current liabilities | 1,470,292 | 536,429 |
Commitments and contingencies (Note 2) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $.001 par value; 15,000,000 shares authorized;140 and 199 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | ' | ' |
Common stock, $.001 par value; 100,000,000 shares authorized; 59,832,772 and 48,700,929 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 59,160 | 48,702 |
Additional paid-in capital | 29,428,714 | 8,840,840 |
Common stock issuable | 610,000 | ' |
Common stock held in escrow | 8,441 | 8,441 |
Accumulated deficit | -30,436,570 | -8,858,166 |
Total HPEV equity | -330,255 | 39,817 |
Noncontrolling interest | -7,263 | ' |
Total stockholders' equity | -337,518 | 39,817 |
Total liabilities and stockholders' equity | $1,132,774 | $576,246 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Stockholders' equity | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 15,000,000 | 15,000,000 |
Preferred stock shares issued | 140 | 199 |
Preferred stock shares outstanding | 140 | 199 |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 59,832,772 | 48,700,929 |
Common stock shares outstanding | 59,832,772 | 48,700,929 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Condensed Consolidated Statements Of Operations | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' |
Cost of revenues | ' | ' | ' | ' |
Gross profit | ' | ' | ' | ' |
Operating expenses | ' | ' | ' | ' |
Payroll and related expenses | 278,425 | ' | 765,786 | ' |
Consulting | 879,633 | 30,615 | 8,124,783 | 1,052,932 |
Professional fees | 231,540 | 142,635 | 548,511 | 229,004 |
Research and development | 500,808 | 212,389 | 936,221 | 302,089 |
General and administrative | 415,006 | 203,965 | 1,254,714 | 322,887 |
Employee stock options | 394,000 | ' | 9,944,000 | ' |
Total operating expenses | 2,699,412 | 589,604 | 21,574,015 | 1,906,912 |
Operating loss | -2,699,412 | -589,604 | -21,574,015 | -1,906,912 |
Other income and (expense) | ' | ' | ' | ' |
Interest expense, net | -2,403 | ' | -11,652 | ' |
Gain on settlement of debt | ' | ' | ' | 19,475 |
Net loss | -2,701,815 | -589,604 | -21,585,667 | -1,887,437 |
Less: Noncontrolling interest in net loss | -5,718 | ' | -7,263 | ' |
Net loss to HPEV shareholders | ($2,696,097) | ($589,604) | ($21,578,404) | ($1,887,437) |
Net loss per common share: | ' | ' | ' | ' |
Basic and diluted | ($0.05) | ($0.01) | ($0.39) | ($0.04) |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic and diluted | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating Activities: | ' | ' |
Net loss | ($21,585,667) | ($1,887,437) |
Stock issued for services | 596,750 | 373,679 |
Warrants issued for services | 7,240,930 | 349,370 |
Gain on settlement of debt | ' | -19,475 |
Employee stock options | 9,944,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses | -92,932 | ' |
Accounts payable | -131,842 | 58,932 |
Accounts payable - related party | 661,966 | 155,945 |
Customer deposits - related party | 400,000 | ' |
Accrued payroll liabilities | 3,739 | ' |
Net cash used in operating activities | -2,963,056 | -968,986 |
Investing Activities: | ' | ' |
Intangible assets | -24,921 | -25,115 |
Net cash used by investing activities | -24,921 | -25,115 |
Financing Activities: | ' | ' |
Proceeds from sale of common stock | 3,426,652 | 1,700,000 |
Proceeds from notes payable - related party | ' | 900 |
Payments on notes payable - related party | ' | -12,100 |
Net cash provided by financing activities | 3,426,652 | 1,688,800 |
Net increase in cash | 438,675 | 694,699 |
Cash, beginning of period | 477,549 | 194,721 |
Cash, end of period | 916,224 | 889,420 |
Cash paid for interest | ' | ' |
Cash paid for Income taxes | ' | ' |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 1 - Description of Business and Summary of Significant Accounting Policies | ' |
Description of Business | |
HPEV, Inc., (we, us, our, the “Company” or “HPEV”) was incorporated in the State of Nevada in July 2002. Ultimate Power Truck, LLC (“Ultimate Power Truck” or “UPT”), of which we own 95% and a shareholder of HPEV owns 5%, was formed in April 2014. We were formerly known as Bibb Corporation and Z3 Enterprises. | |
We have developed and intend to commercialize dispersion technologies in various product platforms, and have developed and intend to commercialize an electric load assist technology around which we have designed a vehicle retrofit system. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently have two trademarks in the application process: HPEV and TEHPC. We believe that our proprietary technologies, including our patent portfolio and trade secrets, can help increase the efficiency and positively affect manufacturing cost structure in several large industries beginning with motor/generator and fleet vehicles. The markets for products utilizing our technology include consumer, industrial and military markets, both in the U.S. and worldwide. | |
Our technologies are divided into three distinct but complementary categories: heat dispersion technology, mobile electric power and electric load assist. As of September 30, 2014, we have 5 patents and 5 patent applications pending in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as “thermal” or “heat dispersion technology”) and a parallel vehicle power platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; by licensing or selling a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners; and by licensing a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers. | |
Basis of Presentation | |
The accompanying condensed consolidated balance sheet as of December 31, 2013, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Noncontrolling interest represents the 5% third party ownership of our subsidiary, UPT. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2013. | |
The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2013, have been restated (see Note 8). | |
Going Concern | |
The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses since inception and have not fully commenced operations, raising 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 generate revenue, achieve profitable operations and repay our obligations when they come due. We have entered into an agreement whereby we may sell up to $10,000,000 of our common stock to Lincoln Park Capital Fund LLC, subject to certain limitations, over a 36-month period. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. As of the filing date of this Quarterly Report on Form 10-Q, management believes that it has adequate funding to ensure completion of the initial phases of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications; to license and sell mobile generation retrofit kits (our Ultimate Power Truck business) driven by our proprietary gearing system; and to license a plug-in hybrid conversion system for heavy duty trucks, tractor trailers and buses. There can be no assurance, however, that we will be successful in accomplishing these objectives. | |
Recently Issued Accounting Pronouncements | |
In August, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which now requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, additional disclosures are required. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. These requirements were previously included within auditing standards and federal securities law, but are now included within U.S. GAAP. We have evaluated our disclosures regarding our ability to continue as a going concern and concluded that we are in compliance with the disclosure requirements. | |
In June, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) its entirety from current accounting guidance. We have elected early adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception. | |
We have evaluated the other recent accounting pronouncements through ASU 2014-15 and believe that none of them will have a material effect on our financial statements. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 2 - Commitments and Contingencies | ' |
On December 12, 2012, we concluded negotiations on a debt settlement agreement by and among the Company, Phoenix Productions and Entertainment Group (“PPEG”), Action Media Group, LLC (“Action Media”) and Spirit Bear Limited (“Spirit Bear”) (PPEG and Action Media collectively, the “Debt Holders”). The Debt Holders were to return to escrow a total of 4,676,000 shares of our common stock. 3,676,000 of these shares were returned and cancelled on January 14, 2013, following our filing a registration statement with the SEC on January 11, 2013. The remaining 1,000,000 shares will be purchased by the Company or a nominee of the Company at $0.40 per share (or $400,000) at the rate of $10,000 per month commencing within 90 days of the Company achieving $1,000,000 in gross revenues for products or services from business operations. PPEG and Action Media will divide the $400,000 on a pro rata basis, based on each company’s respective amount of debt forgiven. The historical cost of the shares held in escrow are reflected in equity on the balance sheets as common stock held in escrow. | |
We are a party to various legal proceedings with Spirit Bear, which we are defending vigorously. At this time we cannot predict the outcome or estimate the cost to us, if any. Accordingly, we have not recorded any expense or liability associated with these proceedings. If these proceedings are not resolved in our favor, in future periods there may be an impact to our results of operations and financial position. | |
From time to time, we may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these matters, and after consideration of amounts accrued, will not have a material adverse effect on our consolidated results of operations, financial position, or cash flow. |
Customer_deposits_Related_part
Customer deposits Related party | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 3 - Customer deposits Related party | ' |
These represent advance payments of $400,000 received on orders that have not yet been fulfilled, with companies controlled by the individual who is the 5% owner of UPT and a shareholder of HPEV. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 4 - Equity | ' |
Common Stock | |
In September, 2014, we received $610,000 for 1,109,091 shares of our common stock; however, the shares were not issued until October, 2014. During the first quarter of 2014, we received $1,635,652 for 3,586,452 shares of our common stock; however, the shares were not issued until the third quarter of 2014. These transactions are reflected in Common stock issuable within the equity section of the condensed consolidated balance sheet. | |
In February, 2014, we entered into an agreement whereby we may sell up to $10,000,000 of our common stock to Lincoln Park Capital Fund LLC. As part of entering into that agreement, we issued 671,785 shares of common stock as equity issuance costs for no consideration. |
Equitybased_Compensation
Equity-based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Note 5 - Equity-based Compensation | ' | ||||||||||||||||
Amounts recognized in the condensed consolidated statements of operations related to equity-based compensation are as follows: | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total equity-based expense charged against income | $ | 1,238,990 | $ | -- | $ | 17,781,680 | $ | 723,049 | |||||||||
Impact on net loss per common share: | |||||||||||||||||
Basic and diluted | $ | (0.02 | ) | $ | -- | $ | (0.32 | ) | $ | (0.02 | ) | ||||||
Common stock | |||||||||||||||||
In July, 2014, we entered into an agreement with the company managing the operations of UPT, whereby we would issue common stock under the following conditions: | |||||||||||||||||
Condition | Number of | ||||||||||||||||
Shares | |||||||||||||||||
UPT recognizes $100 million of revenue or a change in control | 500,000 | ||||||||||||||||
UPT recognizes $100 million of revenue | 150,000 | ||||||||||||||||
650,000 | |||||||||||||||||
We will recognize expense when it becomes probable that the condition will occur. As of September 30, 2014, no expense was recognized under this agreement and no common stock was issued. | |||||||||||||||||
In June, 2014, we entered into an agreement with a company, which subsequently became a shareholder, to provide investor relations services. Under the terms of this agreement we have agreed to issue 60,000 shares of common stock each quarter through May 2015. | |||||||||||||||||
Common stock warrants - Overview | |||||||||||||||||
We routinely issue warrants for our common stock to non-employees in exchange for services, as part of the sale of our common stock, or to settle long-term debt. Historically, we have issued warrants that are fully-vested at the date of grant. In July, 2014, we granted warrants that are subject to service and performance conditions. When warrants are exercised we issue shares of our common stock. | |||||||||||||||||
Common stock warrants -- Fully-vested | |||||||||||||||||
The following summarizes the activity for warrants that were fully-vested upon issuance: | |||||||||||||||||
Number of Warrants | Weighted-average Exercise Price | Weighted-average Remaining Life (Years) | Aggregate Intrinsic Value | ||||||||||||||
Outstanding, December 31, 2013 | 15,105,329 | $ | 0.5 | 1.4 | $ | 1,968,963 | |||||||||||
Granted | 13,484,022 | 0.68 | 184,031 | ||||||||||||||
Exercised | (1,181,805 | ) | 0.32 | ||||||||||||||
Forfeited | (465,374 | ) | 0.32 | ||||||||||||||
Outstanding, September 30, 2014 | 26,942,172 | 0.6 | 2.6 | 1,730,973 | |||||||||||||
Exercisable, September 30, 2014 | 26,942,172 | 0.6 | 2.6 | 1,730,973 | |||||||||||||
The fair value of each warrant is estimated on the date of grant using the Black-Scholes option pricing model (“Black-Scholes”). We use historical data to estimate the expected price volatility, the expected life and the expected forfeiture rate. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for the estimated life of the warrant. The following summarizes the Black-Scholes assumptions used for fully-vested warrant grants that were expensed: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 320 – 330 % | 225 – 360 % | |||||||||||||||
Risk-free interest rate | 0.6 – 1.6 % | 0.2 – 1.0 % | |||||||||||||||
Expected life (years) | 2.5 – 5.0 | 2.5 – 5.0 | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
Common stock warrants -- Service and performance conditions | |||||||||||||||||
The following summarizes the terms for warrants we granted that are subject to performance and service conditions: | |||||||||||||||||
Vesting Condition | Number of Warrants | ||||||||||||||||
Category | |||||||||||||||||
Fully vest upon UPT generating $1 million of revenue | 350,000 | Performance | |||||||||||||||
45,945 warrants for every $3 million of revenue generated by UPT up to $100 million | 1,530,000 | Performance | |||||||||||||||
400,000 warrants for financing advisory services | 400,000 | Performance | |||||||||||||||
60,000 warrants for every three months of completed service managing UPT | 720,000 | Service | |||||||||||||||
3,000,000 | |||||||||||||||||
The following summarizes the activity for warrants that have performance and service conditions: | |||||||||||||||||
Number of Warrants | Weighted-average Exercise Price | Weighted-average Remaining Life (Years) | Aggregate | ||||||||||||||
Intrinsic | |||||||||||||||||
Value | |||||||||||||||||
Outstanding, December 31, 2013 | -- | ||||||||||||||||
Granted | 3,000,000 | $ | 1.13 | 3.3 | $ | -- | |||||||||||
Outstanding, September 30, 2014 | 3,000,000 | 1.13 | 3.3 | -- | |||||||||||||
Exercisable, September 30, 2014 | 60,000 | 1 | 3 | -- | |||||||||||||
When it is probable that the vesting condition will be met for performance-based warrants, the proportionate expense is recorded based on the estimated fair value of the warrant. The ultimate amount of the expense for performance-based warrants will be determined on the date the vesting condition is fully satisfied, defined as the measurement date. Service-based warrants are valued based on the estimated fair value of the warrant on the date the service condition is completed. As of September 30, 2014, none of the performance conditions were deemed probable, so no expense was recognized. We recognized expense for 60,000 warrants that vested subject to the service condition. | |||||||||||||||||
The fair value of each warrant is estimated on the date expense is recognized using the Black-Scholes option pricing model (“Black-Scholes”). We use historical data to estimate the expected price volatility, the expected life and the expected forfeiture rate. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for the estimated life of the warrant. The following summarizes the Black-Scholes assumptions used for fully-vested warrant grants that were expensed: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 322 | % | - | ||||||||||||||
Risk-free interest rate | 1.1 | % | - | ||||||||||||||
Expected life (years) | 3 | - | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
Employee stock options – Fully-vested | |||||||||||||||||
We granted certain options that were fully-vested at the date of grant. | |||||||||||||||||
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model (“Black-Scholes”). We use historical data to estimate the expected price volatility, the expected stock option life and expected forfeiture rate. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for the estimated life of the stock option. The following summarizes the Black-Scholes assumptions used for fully-vested stock option grants: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 325 | % | - | ||||||||||||||
Risk-free interest rate | 2.7 | % | - | ||||||||||||||
Expected stock option life (years) | 10 | - | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
The following is a summary of fully-vested stock option activity: | |||||||||||||||||
Number of | Weighted-average Exercise Price | Weighted-average Remaining Contractual | Aggregate | ||||||||||||||
Shares | per Share | Term | Intrinsic Value | ||||||||||||||
Outstanding, December 31, 2013 | - | ||||||||||||||||
Stock options granted | 5,000,000 | $ | 2 | No expiration | $ | -- | |||||||||||
Outstanding, September 30, 2014 | 5,000,000 | $ | 2 | No expiration | -- | ||||||||||||
Exercisable, September 30, 2014 | 5,000,000 | $ | 2 | No expiration | -- | ||||||||||||
Employee stock options – Market-based | |||||||||||||||||
We granted certain options that vest upon the achievement of certain stock prices for 20 days, as follows: | |||||||||||||||||
Market Price | Number of Options | ||||||||||||||||
$ | 1.5 | 1,000,000 | |||||||||||||||
1.75 | 1,000,000 | ||||||||||||||||
2 | 1,000,000 | ||||||||||||||||
2.25 | 1,000,000 | ||||||||||||||||
2.5 | 1,000,000 | ||||||||||||||||
5,000,000 | |||||||||||||||||
The fair value of each option award is estimated on the date of grant using the lattice-based option valuation model that uses the assumptions noted in the following table. We use historical data to estimate the expected price volatility, the expected stock option life and expected forfeiture rate. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for the estimated life of the stock option. The following summarizes the lattice-based assumptions used for market-based stock options: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 300 | % | - | ||||||||||||||
Risk-free interest rate | 1.7 | % | - | ||||||||||||||
Expected stock option life (years) | 5 | - | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
The following is a summary of market-based stock option activity: | |||||||||||||||||
Number of | Weighted-average Exercise Price per Share | Weighted-average Remaining Contractual | Aggregate | ||||||||||||||
Shares | Term | Intrinsic Value | |||||||||||||||
Outstanding, December 31, 2013 | 5,000,000 | $ | 2 | $ | -- | ||||||||||||
Stock options granted | -- | No expiration | |||||||||||||||
Outstanding, September 30, 2014 | 5,000,000 | 2 | No expiration | -- | |||||||||||||
Exercisable, September 30, 2014 | 1,000,000 | 1.5 | No expiration | -- | |||||||||||||
In April 2014, the first 1,000,000 tranche of options vested when the stock price was at or above $1.50 per share for 20 consecutive days. |
Net_Loss_per_Share
Net Loss per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
Note 6 - Net Loss per Share | ' | ||||||||||||||||
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. | |||||||||||||||||
The following table presents a reconciliation of the denominators used in the computation of net loss per share – basic and diluted: | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net loss available for stockholders | $ | (2,696,097 | ) | $ | (589,604 | ) | $ | (21,578,404 | ) | $ | (1,887,437 | ) | |||||
Weighted average outstanding shares of common stock | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 | |||||||||||||
Dilutive effect of stock options and warrants | -- | -- | -- | -- | |||||||||||||
Common stock and equivalents | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 | |||||||||||||
Net loss per share – Basic and diluted | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.39 | ) | $ | (0.04 | ) | |||||
Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
Note 7 - Subsequent Events | ' |
There were no events subsequent to September 30, 2014, and up to the date of this filing that would require disclosure. |
Restatement
Restatement | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||||||
Note 8 - Restatement | ' | ||||||||||||||||||||||||
During the Company’s closing process for the 2013 10-K, accounting errors were discovered that required restatement of amounts previously reported, related to under-accrued consulting fees, warrants issued for services, and shares issued for cash. It was also discovered that 200,000 warrants to be issued to Monarch Bay per the May 28, 2013 agreement had been treated as fully vested. It was subsequently determined that Monarch Bay had not met its contractual obligations and the warrants had not vested. This caused the previously issued financial statements to over-report consulting expense and additional paid in capital. These errors were corrected and properly reflected in our Annual Report on Form 10-K/A as of and for the year ended December 31, 2013. Accordingly, there is no restatement of the December 31, 2013 condensed consolidated balance sheet. We have also reclassified certain amounts to conform to our current period presentation. The following tables reflect the impact of these corrections on our September 30, 2013, statements of operations and cash flows. | |||||||||||||||||||||||||
Condensed Consolidated Statements of Operations | |||||||||||||||||||||||||
Three months ended September 30, 2013 | Nine months ended September 30, 2013 | ||||||||||||||||||||||||
Originally Stated | Adjustments (a) | Restated | Originally Stated | Adjustments (b) | Restated | ||||||||||||||||||||
Gross profit | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | |||||||||||||
Operating expenses | |||||||||||||||||||||||||
Consulting | 220,493 | (189,878 | ) | 30,615 | 805,086 | 247,846 | 1,052,932 | ||||||||||||||||||
Professional fees | 123,160 | 19,475 | 142,635 | 209,529 | 19,475 | 229,004 | |||||||||||||||||||
Research and development | 212,389 | -- | 212,389 | 302,089 | -- | 302,089 | |||||||||||||||||||
General and administrative | 138,985 | 64,980 | 203,965 | 322,887 | -- | 322,887 | |||||||||||||||||||
Total operating expenses | 695,027 | (105,423 | ) | 589,604 | 1,639,591 | 267,321 | 1,906,912 | ||||||||||||||||||
Operating loss | (695,027 | ) | 105,423 | (589,604 | ) | (1,639,591 | ) | (267,321 | ) | (1,906,912 | ) | ||||||||||||||
Gain on settlement of debt | -- | -- | -- | -- | 19,475 | 19,475 | |||||||||||||||||||
Net loss | $ | (695,027 | ) | $ | 105,423 | $ | (589,604 | ) | $ | (1,639,591 | ) | $ | (247,846 | ) | $ | (1,887,437 | ) | ||||||||
Net loss per common share: | |||||||||||||||||||||||||
Basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | -- | $ | (0.04 | ) | ||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||||
Basic and diluted | 46,181,529 | 46,181,529 | 46,181,529 | 45,545,420 | 45,545,420 | 45,545,420 | |||||||||||||||||||
(a) To reduce consulting expense for the unvested warrants ($103,944) and to reclassify certain amounts to conform presentation. | |||||||||||||||||||||||||
(b) To record additional consulting expense for warrants issued for services ($349,370), reduce consulting expense for the unvested warrants ($103,944), and to reclassify certain amounts to conform presentation. | |||||||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows | |||||||||||||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||
Originally Stated | Adjustments | Restated | |||||||||||||||||||||||
Operating Activities: | |||||||||||||||||||||||||
Net loss | $ | (1,639,591 | ) | $ | (247,846 | ) | $ | (1,887,437 | ) | (a) | |||||||||||||||
Stock issued for services | 373,679 | -- | 373,679 | ||||||||||||||||||||||
Warrants issued for services | -- | 349,370 | 349,370 | (b) | |||||||||||||||||||||
Gain on settlement of debt | -- | (19,475 | ) | (19,475 | ) | (c) | |||||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||||||||
Accounts payable | (91,451 | ) | 150,383 | 58,932 | (d) | ||||||||||||||||||||
Accrued liabilities – related party | (52,305 | ) | 208,250 | 155,945 | (e) | ||||||||||||||||||||
Net cash used in operating activities | (1,409,668 | ) | 440,682 | (968,986 | ) | ||||||||||||||||||||
Investing Activities: | |||||||||||||||||||||||||
Intangible assets | (25,115 | ) | -- | (25,115 | ) | ||||||||||||||||||||
Loan receivable | (17,858 | ) | 17,858 | -- | (d) | ||||||||||||||||||||
Net cash used in investing activities | (42,973 | ) | 17,858 | (25,115 | ) | ||||||||||||||||||||
Financing Activities: | |||||||||||||||||||||||||
Proceeds from sale of common stock | 1,950,290 | (250,290 | ) | 1,700,000 | (d) | ||||||||||||||||||||
Proceeds from notes payable – related party | (11,200 | ) | 12,100 | 900 | (e) | ||||||||||||||||||||
Payments on notes payable – related party | 208,250 | (220,350 | ) | (12,100 | ) | (e) | |||||||||||||||||||
Net cash provided by financing activities | 2,147,340 | (458,540 | ) | 1,688,800 | |||||||||||||||||||||
Net increase (decrease) in cash | 694,699 | 694,699 | |||||||||||||||||||||||
Cash, beginning of period | 194,721 | 194,721 | |||||||||||||||||||||||
Cash, end of period | $ | 889,420 | $ | 889,420 | |||||||||||||||||||||
(a) Additional consulting expense for warrants issued for services ($349,370), and reduced consulting expense for the unvested warrants ($103,944). | |||||||||||||||||||||||||
(b) Additional consulting expense for warrants issued for services is a non-cash adjustment. | |||||||||||||||||||||||||
(c) Gain on settlement of debt was previously shown as a change in accounts payable. | |||||||||||||||||||||||||
(d) The above transactions were improperly recorded to accounts payable, loan receivable and equity. | |||||||||||||||||||||||||
(e) Certain accrued liabilities to related parties were improperly categorized as notes payable to related parties. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Description Of Business And Summary Of Significant Accounting Policies Policies | ' |
Description of Business | ' |
HPEV, Inc., (we, us, our, the “Company” or “HPEV”) was incorporated in the State of Nevada in July 2002. Ultimate Power Truck, LLC (“Ultimate Power Truck” or “UPT”), of which we own 95% and a shareholder of HPEV owns 5%, was formed in April 2014. We were formerly known as Bibb Corporation and Z3 Enterprises. | |
We have developed and intend to commercialize dispersion technologies in various product platforms, and have developed and intend to commercialize an electric load assist technology around which we have designed a vehicle retrofit system. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently have two trademarks in the application process: HPEV and TEHPC. We believe that our proprietary technologies, including our patent portfolio and trade secrets, can help increase the efficiency and positively affect manufacturing cost structure in several large industries beginning with motor/generator and fleet vehicles. The markets for products utilizing our technology include consumer, industrial and military markets, both in the U.S. and worldwide. | |
Our technologies are divided into three distinct but complementary categories: heat dispersion technology, mobile electric power and electric load assist. As of September 30, 2014, we have 5 patents and 5 patent applications pending in the area of composite heat structures, motors, and related structures, heat pipe architecture, applications (commonly referred to as “thermal” or “heat dispersion technology”) and a parallel vehicle power platform. We intend to commercialize our patents by licensing our thermal technologies and applications to electric motor, pump and vehicle component manufacturers; by licensing or selling a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners; and by licensing a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers. | |
Basis of Presentation | ' |
The accompanying condensed consolidated balance sheet as of December 31, 2013, has been derived from audited financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. All intercompany transactions have been eliminated in consolidation. Noncontrolling interest represents the 5% third party ownership of our subsidiary, UPT. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K/A for the year ended December 31, 2013. | |
The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2013, have been restated (see Note 8). | |
Going Concern | ' |
The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses since inception and have not fully commenced operations, raising 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 generate revenue, achieve profitable operations and repay our obligations when they come due. We have entered into an agreement whereby we may sell up to $10,000,000 of our common stock to Lincoln Park Capital Fund LLC, subject to certain limitations, over a 36-month period. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. As of the filing date of this Quarterly Report on Form 10-Q, management believes that it has adequate funding to ensure completion of the initial phases of our business plan: to license its thermal technologies and applications, including submersible dry-pit applications; to license and sell mobile generation retrofit kits (our Ultimate Power Truck business) driven by our proprietary gearing system; and to license a plug-in hybrid conversion system for heavy duty trucks, tractor trailers and buses. There can be no assurance, however, that we will be successful in accomplishing these objectives. | |
Recently Issued Accounting Pronouncements | ' |
In August, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which now requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, additional disclosures are required. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. These requirements were previously included within auditing standards and federal securities law, but are now included within U.S. GAAP. We have evaluated our disclosures regarding our ability to continue as a going concern and concluded that we are in compliance with the disclosure requirements. | |
In June, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) its entirety from current accounting guidance. We have elected early adoption of this standard, which eliminates the designation of DSEs and the requirement to disclose results of operations and cash flows since inception. | |
We have evaluated the other recent accounting pronouncements through ASU 2014-15 and believe that none of them will have a material effect on our financial statements. |
Equitybased_Compensation_Table
Equity-based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Financial statements related to equity-based compensation | ' | ||||||||||||||||
Amounts recognized in the condensed consolidated statements of operations related to equity-based compensation are as follows: | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Total equity-based expense charged against income | $ | 1,238,990 | $ | -- | $ | 17,781,680 | $ | 723,049 | |||||||||
Impact on net loss per common share: | |||||||||||||||||
Basic and diluted | $ | (0.02 | ) | $ | -- | $ | (0.32 | ) | $ | (0.02 | ) | ||||||
Common stock conditions | ' | ||||||||||||||||
In July, 2014, we entered into an agreement with the company managing the operations of UPT, whereby we would issue common stock under the following conditions: | |||||||||||||||||
Condition | Number of | ||||||||||||||||
Shares | |||||||||||||||||
UPT recognizes $100 million of revenue or a change in control | 500,000 | ||||||||||||||||
UPT recognizes $100 million of revenue | 150,000 | ||||||||||||||||
650,000 | |||||||||||||||||
Common stock warrants - Fully-vested [Member] | ' | ||||||||||||||||
Stock option and warrants activity | ' | ||||||||||||||||
The following summarizes the activity for warrants that were fully-vested upon issuance: | |||||||||||||||||
Number of Warrants | Weighted-average Exercise Price | Weighted-average Remaining Life (Years) | Aggregate Intrinsic Value | ||||||||||||||
Outstanding, December 31, 2013 | 15,105,329 | $ | 0.5 | 1.4 | $ | 1,968,963 | |||||||||||
Granted | 13,484,022 | 0.68 | 184,031 | ||||||||||||||
Exercised | (1,181,805 | ) | 0.32 | ||||||||||||||
Forfeited | (465,374 | ) | 0.32 | ||||||||||||||
Outstanding, September 30, 2014 | 26,942,172 | 0.6 | 2.6 | 1,730,973 | |||||||||||||
Exercisable, September 30, 2014 | 26,942,172 | 0.6 | 2.6 | 1,730,973 | |||||||||||||
Fair value of each option award | ' | ||||||||||||||||
The following summarizes the Black-Scholes assumptions used for fully-vested warrant grants that were expensed: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 320 – 330 % | 225 – 360 % | |||||||||||||||
Risk-free interest rate | 0.6 – 1.6 % | 0.2 – 1.0 % | |||||||||||||||
Expected life (years) | 2.5 – 5.0 | 2.5 – 5.0 | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
Common stock warrants - Service and performance conditions [Member] | ' | ||||||||||||||||
Stock option and warrants activity | ' | ||||||||||||||||
The following summarizes the activity for warrants that have performance and service conditions: | |||||||||||||||||
Number of Warrants | Weighted-average Exercise Price | Weighted-average Remaining Life (Years) | Aggregate | ||||||||||||||
Intrinsic | |||||||||||||||||
Value | |||||||||||||||||
Outstanding, December 31, 2013 | -- | ||||||||||||||||
Granted | 3,000,000 | $ | 1.13 | 3.3 | $ | -- | |||||||||||
Outstanding, September 30, 2014 | 3,000,000 | 1.13 | 3.3 | -- | |||||||||||||
Exercisable, September 30, 2014 | 60,000 | 1 | 3 | -- | |||||||||||||
Fair value of each option award | ' | ||||||||||||||||
The following summarizes the Black-Scholes assumptions used for fully-vested warrant grants that were expensed: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 322 | % | - | ||||||||||||||
Risk-free interest rate | 1.1 | % | - | ||||||||||||||
Expected life (years) | 3 | - | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
Common stock warrants performance and service conditions: | ' | ||||||||||||||||
The following summarizes the terms for warrants we granted that are subject to performance and service conditions: | |||||||||||||||||
Vesting Condition | Number of Warrants | ||||||||||||||||
Category | |||||||||||||||||
Fully vest upon UPT generating $1 million of revenue | 350,000 | Performance | |||||||||||||||
45,945 warrants for every $3 million of revenue generated by UPT up to $100 million | 1,530,000 | Performance | |||||||||||||||
400,000 warrants for financing advisory services | 400,000 | Performance | |||||||||||||||
60,000 warrants for every three months of completed service managing UPT | 720,000 | Service | |||||||||||||||
3,000,000 | |||||||||||||||||
Employee stock options - Fully-vested [Member] | ' | ||||||||||||||||
Stock option and warrants activity | ' | ||||||||||||||||
The following is a summary of fully-vested stock option activity: | |||||||||||||||||
Number of | Weighted-average Exercise Price | Weighted-average Remaining Contractual | Aggregate | ||||||||||||||
Shares | per Share | Term | Intrinsic Value | ||||||||||||||
Outstanding, December 31, 2013 | - | ||||||||||||||||
Stock options granted | 5,000,000 | $ | 2 | No expiration | $ | -- | |||||||||||
Outstanding, September 30, 2014 | 5,000,000 | $ | 2 | No expiration | -- | ||||||||||||
Exercisable, September 30, 2014 | 5,000,000 | $ | 2 | No expiration | -- | ||||||||||||
Fair value of each option award | ' | ||||||||||||||||
The following summarizes the Black-Scholes assumptions used for fully-vested stock option grants: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 325 | % | - | ||||||||||||||
Risk-free interest rate | 2.7 | % | - | ||||||||||||||
Expected stock option life (years) | 10 | - | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
Employee stock options - Market-based [Member] | ' | ||||||||||||||||
Stock option and warrants activity | ' | ||||||||||||||||
The following is a summary of market-based stock option activity: | |||||||||||||||||
Number of | Weighted-average Exercise Price per Share | Weighted-average Remaining Contractual | Aggregate | ||||||||||||||
Shares | Term | Intrinsic Value | |||||||||||||||
Outstanding, December 31, 2013 | 5,000,000 | $ | 2 | $ | -- | ||||||||||||
Stock options granted | -- | No expiration | |||||||||||||||
Outstanding, September 30, 2014 | 5,000,000 | 2 | No expiration | -- | |||||||||||||
Exercisable, September 30, 2014 | 1,000,000 | 1.5 | No expiration | -- | |||||||||||||
Fair value of each option award | ' | ||||||||||||||||
The following summarizes the lattice-based assumptions used for market-based stock options: | |||||||||||||||||
Nine months ended September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Volatility | 300 | % | - | ||||||||||||||
Risk-free interest rate | 1.7 | % | - | ||||||||||||||
Expected stock option life (years) | 5 | - | |||||||||||||||
Dividend yield | - | - | |||||||||||||||
Employee stock options - Market-based | ' | ||||||||||||||||
We granted certain options that vest upon the achievement of certain stock prices for 20 days, as follows: | |||||||||||||||||
Market Price | Number of Options | ||||||||||||||||
$ | 1.5 | 1,000,000 | |||||||||||||||
1.75 | 1,000,000 | ||||||||||||||||
2 | 1,000,000 | ||||||||||||||||
2.25 | 1,000,000 | ||||||||||||||||
2.5 | 1,000,000 | ||||||||||||||||
5,000,000 |
Net_Loss_per_Share_Tables
Net Loss per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Net Loss Per Share Tables | ' | ||||||||||||||||
Components of loss per share | ' | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net loss available for stockholders | $ | (2,696,097 | ) | $ | (589,604 | ) | $ | (21,578,404 | ) | $ | (1,887,437 | ) | |||||
Weighted average outstanding shares of common stock | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 | |||||||||||||
Dilutive effect of stock options and warrants | -- | -- | -- | -- | |||||||||||||
Common stock and equivalents | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 | |||||||||||||
Net loss per share – Basic and diluted | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.39 | ) | $ | (0.04 | ) |
Restatement_Tables
Restatement (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Restatement Tables | ' | ||||||||||||||||||||||||
Restatements of operations and cash flows | ' | ||||||||||||||||||||||||
Condensed Consolidated Statements of Operations | |||||||||||||||||||||||||
Three months ended September 30, 2013 | Nine months ended September 30, 2013 | ||||||||||||||||||||||||
Originally Stated | Adjustments (a) | Restated | Originally Stated | Adjustments (b) | Restated | ||||||||||||||||||||
Gross profit | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | |||||||||||||
Operating expenses | |||||||||||||||||||||||||
Consulting | 220,493 | (189,878 | ) | 30,615 | 805,086 | 247,846 | 1,052,932 | ||||||||||||||||||
Professional fees | 123,160 | 19,475 | 142,635 | 209,529 | 19,475 | 229,004 | |||||||||||||||||||
Research and development | 212,389 | -- | 212,389 | 302,089 | -- | 302,089 | |||||||||||||||||||
General and administrative | 138,985 | 64,980 | 203,965 | 322,887 | -- | 322,887 | |||||||||||||||||||
Total operating expenses | 695,027 | (105,423 | ) | 589,604 | 1,639,591 | 267,321 | 1,906,912 | ||||||||||||||||||
Operating loss | (695,027 | ) | 105,423 | (589,604 | ) | (1,639,591 | ) | (267,321 | ) | (1,906,912 | ) | ||||||||||||||
Gain on settlement of debt | -- | -- | -- | -- | 19,475 | 19,475 | |||||||||||||||||||
Net loss | $ | (695,027 | ) | $ | 105,423 | $ | (589,604 | ) | $ | (1,639,591 | ) | $ | (247,846 | ) | $ | (1,887,437 | ) | ||||||||
Net loss per common share: | |||||||||||||||||||||||||
Basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | -- | $ | (0.04 | ) | ||||||||
Weighted average common shares outstanding: | |||||||||||||||||||||||||
Basic and diluted | 46,181,529 | 46,181,529 | 46,181,529 | 45,545,420 | 45,545,420 | 45,545,420 | |||||||||||||||||||
(a) To reduce consulting expense for the unvested warrants ($103,944) and to reclassify certain amounts to conform presentation. | |||||||||||||||||||||||||
(b) To record additional consulting expense for warrants issued for services ($349,370), reduce consulting expense for the unvested warrants ($103,944), and to reclassify certain amounts to conform presentation. | |||||||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows | |||||||||||||||||||||||||
Nine months ended September 30, 2013 | |||||||||||||||||||||||||
Originally Stated | Adjustments | Restated | |||||||||||||||||||||||
Operating Activities: | |||||||||||||||||||||||||
Net loss | $ | (1,639,591 | ) | $ | (247,846 | ) | $ | (1,887,437 | ) | (a) | |||||||||||||||
Stock issued for services | 373,679 | -- | 373,679 | ||||||||||||||||||||||
Warrants issued for services | -- | 349,370 | 349,370 | (b) | |||||||||||||||||||||
Gain on settlement of debt | -- | (19,475 | ) | (19,475 | ) | (c) | |||||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||||||||
Accounts payable | (91,451 | ) | 150,383 | 58,932 | (d) | ||||||||||||||||||||
Accrued liabilities – related party | (52,305 | ) | 208,250 | 155,945 | (e) | ||||||||||||||||||||
Net cash used in operating activities | (1,409,668 | ) | 440,682 | (968,986 | ) | ||||||||||||||||||||
Investing Activities: | |||||||||||||||||||||||||
Intangible assets | (25,115 | ) | -- | (25,115 | ) | ||||||||||||||||||||
Loan receivable | (17,858 | ) | 17,858 | -- | (d) | ||||||||||||||||||||
Net cash used in investing activities | (42,973 | ) | 17,858 | (25,115 | ) | ||||||||||||||||||||
Financing Activities: | |||||||||||||||||||||||||
Proceeds from sale of common stock | 1,950,290 | (250,290 | ) | 1,700,000 | (d) | ||||||||||||||||||||
Proceeds from notes payable – related party | (11,200 | ) | 12,100 | 900 | (e) | ||||||||||||||||||||
Payments on notes payable – related party | 208,250 | (220,350 | ) | (12,100 | ) | (e) | |||||||||||||||||||
Net cash provided by financing activities | 2,147,340 | (458,540 | ) | 1,688,800 | |||||||||||||||||||||
Net increase (decrease) in cash | 694,699 | 694,699 | |||||||||||||||||||||||
Cash, beginning of period | 194,721 | 194,721 | |||||||||||||||||||||||
Cash, end of period | $ | 889,420 | $ | 889,420 | |||||||||||||||||||||
(a) Additional consulting expense for warrants issued for services ($349,370), and reduced consulting expense for the unvested warrants ($103,944). | |||||||||||||||||||||||||
(b) Additional consulting expense for warrants issued for services is a non-cash adjustment. | |||||||||||||||||||||||||
(c) Gain on settlement of debt was previously shown as a change in accounts payable. | |||||||||||||||||||||||||
(d) The above transactions were improperly recorded to accounts payable, loan receivable and equity. | |||||||||||||||||||||||||
(e) Certain accrued liabilities to related parties were improperly categorized as notes payable to related parties. |
Equitybased_Compensation_Detai
Equity-based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Equity-Based Compensation Details | ' | ' | ' | ' |
Total equity-based expense charged against income | $1,238,990 | ' | $17,781,680 | $723,049 |
Impact on net loss per common share: | ' | ' | ' | ' |
Basic and diluted | ($0.02) | ' | ($0.32) | ($0.02) |
Equitybased_Compensation_Detai1
Equity-based Compensation (Details 1) | Sep. 30, 2014 |
Common stock shares issued | 650,000 |
UPT recognizes $100 million of revenue or a change in control [Member] | ' |
Common stock shares issued | 500,000 |
UPT recognizes $100 million of revenue [Member] | ' |
Common stock shares issued | 150,000 |
Equitybased_Compensation_Detai2
Equity-based Compensation (Details 2) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Common stock warrants - Fully-vested [Member] | ' | ' |
Number of Shares | ' | ' |
Outstanding, Beginning | 15,105,329 | ' |
Granted | 13,484,022 | ' |
Exercised | -1,181,805 | ' |
Cancelled or expired | -465,374 | ' |
Outstanding, Ending | 26,942,172 | 15,105,329 |
Exercisable, Ending | 26,942,172 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding, Beginning | $0.50 | ' |
Granted | $0.68 | ' |
Exercised | $0.32 | ' |
Expired | $0.32 | ' |
Outstanding, Ending | $0.60 | $0.50 |
Exercisable, Ending | $0.60 | ' |
Weighted-average Remaining Life (Years) | ' | ' |
Outstanding | '2 years 7 months 6 days | '1 year 4 months 24 days |
Exercisable | '2 years 7 months 6 days | ' |
Aggregate Intrinsic Value | ' | ' |
Outstanding, Beginning | $1,968,963 | ' |
Granted | $184,031 | ' |
Outstanding, Ending | 1,730,973 | 1,968,963 |
Exercisable, Ending | 1,730,973 | ' |
Common stock warrants - Service and performance conditions [Member] | ' | ' |
Number of Shares | ' | ' |
Outstanding, Beginning | ' | ' |
Granted | 3,000,000 | ' |
Outstanding, Ending | 3,000,000 | ' |
Exercisable, Ending | 60,000 | ' |
Weighted Average Exercise Price | ' | ' |
Granted | $1.13 | ' |
Outstanding, Ending | $1.13 | ' |
Exercisable, Ending | $1 | ' |
Weighted-average Remaining Life (Years) | ' | ' |
Outstanding | '3 years 3 months 18 days | ' |
Granted | '3 years 3 months 18 days | ' |
Exercisable | '3 years | ' |
Aggregate Intrinsic Value | ' | ' |
Outstanding, Beginning | ' | ' |
Granted | ' | ' |
Outstanding, Ending | ' | ' |
Exercisable, Ending | ' | ' |
Employee stock options - Fully-vested [Member] | ' | ' |
Number of Shares | ' | ' |
Outstanding, Beginning | ' | ' |
Granted | 5,000,000 | ' |
Outstanding, Ending | 5,000,000 | ' |
Exercisable, Ending | 5,000,000 | ' |
Weighted Average Exercise Price | ' | ' |
Granted | $2 | ' |
Outstanding, Ending | $2 | ' |
Exercisable, Ending | $2 | ' |
Aggregate Intrinsic Value | ' | ' |
Granted | ' | ' |
Outstanding, Ending | ' | ' |
Exercisable, Ending | ' | ' |
Employee stock options - Market-based [Member] | ' | ' |
Number of Shares | ' | ' |
Granted | 5,000,000 | ' |
Outstanding, Ending | 5,000,000 | ' |
Exercisable, Ending | 5,000,000 | ' |
Weighted Average Exercise Price | ' | ' |
Granted | $2 | ' |
Outstanding, Ending | $2 | ' |
Exercisable, Ending | $2 | ' |
Aggregate Intrinsic Value | ' | ' |
Granted | ' | ' |
Outstanding, Ending | ' | ' |
Exercisable, Ending | ' | ' |
Equitybased_Compensation_Detai3
Equity-based Compensation (Details 3) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Common stock warrants - Fully-vested [Member] | Minimum [Member] | ' | ' |
Volatility | 320.00% | 225.00% |
Risk-free interest rate | 0.60% | 0.20% |
Expected life (years) | '2 years 6 months | '2 years 6 months |
Dividend yield | ' | ' |
Common stock warrants - Fully-vested [Member] | Maximum [Member] | ' | ' |
Volatility | 330.00% | 360.00% |
Risk-free interest rate | 1.60% | 1.00% |
Expected life (years) | '5 years | '5 years |
Dividend yield | ' | ' |
Common stock warrants - Service and performance conditions [Member] | ' | ' |
Volatility | 322.00% | ' |
Risk-free interest rate | 1.10% | ' |
Expected life (years) | '3 years | ' |
Dividend yield | ' | ' |
Employee stock options - Fully-vested [Member] | ' | ' |
Volatility | 325.00% | ' |
Risk-free interest rate | 2.70% | ' |
Expected life (years) | '10 years | ' |
Dividend yield | ' | ' |
Employee stock options - Market-based [Member] | ' | ' |
Volatility | 300.00% | ' |
Risk-free interest rate | 1.70% | ' |
Expected life (years) | '5 years | ' |
Dividend yield | ' | ' |
Equitybased_Compensation_Detai4
Equity-based Compensation (Details 4) (Employee stock options - Market-based [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Number of Options | 5,000,000 |
1.50 [Member] | ' |
Market Price | 1.5 |
Number of Options | 1,000,000 |
1.75 [Member] | ' |
Market Price | 1.75 |
Number of Options | 1,000,000 |
2.00 [Member] | ' |
Market Price | 2 |
Number of Options | 1,000,000 |
2.25 [Member] | ' |
Market Price | 2.25 |
Number of Options | 1,000,000 |
2.50 [Member] | ' |
Market Price | 2.5 |
Number of Options | 1,000,000 |
Net_Loss_per_Share_Details
Net Loss per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Net Loss Per Share Details | ' | ' | ' | ' |
Net loss available for stockholders | ($2,696,097) | ($589,604) | ($21,578,404) | ($1,887,437) |
Weighted average outstanding shares of common stock | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 |
Dilutive effect of stock options and warrants | ' | ' | ' | ' |
Common stock and equivalents | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 |
Net loss per share - Basic and diluted | ($0.05) | ($0.01) | ($0.39) | ($0.04) |
Restatement_Details
Restatement (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||
Gross profit | ' | ' | ' | ' | ||
Operating expenses | ' | ' | ' | ' | ||
Professional fees | 231,540 | 142,635 | 548,511 | 229,004 | ||
Research and development | 500,808 | 212,389 | 936,221 | 302,089 | ||
General and administrative | 415,006 | 203,965 | 1,254,714 | 322,887 | ||
Total operating expenses | 2,699,412 | 589,604 | 21,574,015 | 1,906,912 | ||
Operating loss | -2,699,412 | -589,604 | -21,574,015 | -1,906,912 | ||
Net loss | -2,701,815 | -589,604 | -21,585,667 | -1,887,437 | ||
Net loss per common share: | ' | ' | ' | ' | ||
Basic and diluted | ($0.05) | ($0.01) | ($0.39) | ($0.04) | ||
Weighted average common shares outstanding: | ' | ' | ' | ' | ||
Basic and diluted | 59,636,423 | 46,181,529 | 55,190,022 | 45,545,420 | ||
Originally Stated [Member] | ' | ' | ' | ' | ||
Gross profit | ' | ' | ' | ' | ||
Operating expenses | ' | ' | ' | ' | ||
Consulting | ' | 220,493 | ' | 805,086 | ||
Professional fees | ' | 123,160 | ' | 209,529 | ||
Research and development | ' | 212,389 | ' | 302,089 | ||
General and administrative | ' | 138,985 | ' | 322,887 | ||
Total operating expenses | ' | 695,027 | ' | 1,639,591 | ||
Operating loss | ' | -695,027 | ' | -1,639,591 | ||
Gain on settlement of debt | ' | ' | ' | ' | ||
Net loss | ' | -695,027 | ' | -1,639,591 | ||
Net loss per common share: | ' | ' | ' | ' | ||
Basic and diluted | ' | ($0.02) | ' | ($0.04) | ||
Weighted average common shares outstanding: | ' | ' | ' | ' | ||
Basic and diluted | ' | 46,181,529 | ' | 45,545,420 | ||
Adjustments [Member] | ' | ' | ' | ' | ||
Gross profit | ' | ' | [1] | ' | ' | [2] |
Operating expenses | ' | ' | ' | ' | ||
Consulting | ' | -189,878 | [1] | ' | 247,846 | [2] |
Professional fees | ' | 19,475 | [1] | ' | 19,475 | [2] |
Research and development | ' | ' | [1] | ' | ' | [2] |
General and administrative | ' | 64,980 | [1] | ' | ' | [2] |
Total operating expenses | ' | -105,423 | [1] | ' | 267,321 | [2] |
Operating loss | ' | 105,423 | [1] | ' | -267,321 | [2] |
Gain on settlement of debt | ' | ' | [1] | ' | 19,475 | [2] |
Net loss | ' | 105,423 | [1] | ' | -247,846 | |
Net loss per common share: | ' | ' | ' | ' | ||
Basic and diluted | ' | ($0.01) | [1] | ' | ' | [2] |
Weighted average common shares outstanding: | ' | ' | ' | ' | ||
Basic and diluted | ' | 46,181,529 | [1] | ' | 45,545,420 | [2] |
Restated [Member] | ' | ' | ' | ' | ||
Gross profit | ' | ' | ' | ' | ||
Operating expenses | ' | ' | ' | ' | ||
Consulting | ' | 30,615 | ' | 1,052,932 | ||
Professional fees | ' | 142,635 | ' | 229,004 | ||
Research and development | ' | 212,389 | ' | 302,089 | ||
General and administrative | ' | 203,965 | ' | 322,887 | ||
Total operating expenses | ' | 589,604 | ' | 1,906,912 | ||
Operating loss | ' | -589,604 | ' | -1,906,912 | ||
Gain on settlement of debt | ' | ' | ' | 19,475 | ||
Net loss | ' | ($589,604) | ' | ($1,887,437) | [3] | |
Net loss per common share: | ' | ' | ' | ' | ||
Basic and diluted | ' | ($0.01) | ' | ($0.04) | ||
Weighted average common shares outstanding: | ' | ' | ' | ' | ||
Basic and diluted | ' | 46,181,529 | ' | 45,545,420 | ||
[1] | To reduce consulting expense for the unvested warrants ($103,944) and to reclassify certain amounts to conform presentation. | |||||
[2] | To record additional consulting expense for warrants issued for services ($349,370), reduce consulting expense for the unvested warrants ($103,944), and to reclassify certain amounts to conform presentation. | |||||
[3] | Additional consulting expense for warrants issued for services ($349,370), and reduced consulting expense for the unvested warrants ($103,944). |
Restatement_Details_1
Restatement (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||
Operating Activities: | ' | ' | ' | ' | ||
Net loss | ($2,701,815) | ($589,604) | ($21,585,667) | ($1,887,437) | ||
Stock issued for services | ' | ' | 596,750 | 373,679 | ||
Warrants issued for services | ' | ' | 7,240,930 | 349,370 | ||
Gain on settlement of debt | ' | ' | ' | 19,475 | ||
Changes in operating assets and liabilities: | ' | ' | ' | ' | ||
Accounts payable | ' | ' | -131,842 | 58,932 | ||
Net cash used in operating activities | ' | ' | -2,963,056 | -968,986 | ||
Investing Activities: | ' | ' | ' | ' | ||
Intangible assets | ' | ' | 24,921 | 25,115 | ||
Net cash used in investing activities | ' | ' | -24,921 | -25,115 | ||
Financing Activities: | ' | ' | ' | ' | ||
Proceeds from sale of common stock | ' | ' | 3,426,652 | 1,700,000 | ||
Proceeds from notes payable b related party | ' | ' | ' | 900 | ||
Payments on notes payable b related party | ' | ' | ' | 12,100 | ||
Net increase (decrease) in cash | ' | ' | 438,675 | 694,699 | ||
Cash, beginning of period | ' | ' | 477,549 | 194,721 | ||
Cash, end of period | 916,224 | 889,420 | 916,224 | 889,420 | ||
Originally Stated [Member] | ' | ' | ' | ' | ||
Operating Activities: | ' | ' | ' | ' | ||
Net loss | ' | -695,027 | ' | -1,639,591 | ||
Stock issued for services | ' | ' | ' | 373,679 | ||
Warrants issued for services | ' | ' | ' | ' | ||
Gain on settlement of debt | ' | ' | ' | ' | ||
Changes in operating assets and liabilities: | ' | ' | ' | ' | ||
Accounts payable | ' | ' | ' | -91,451 | ||
Accrued liabilities b related party | ' | ' | ' | -52,305 | ||
Net cash used in operating activities | ' | ' | ' | -1,409,668 | ||
Investing Activities: | ' | ' | ' | ' | ||
Intangible assets | ' | ' | ' | -25,115 | ||
Loan receivable | ' | ' | ' | -17,858 | ||
Net cash used in investing activities | ' | ' | ' | -42,973 | ||
Financing Activities: | ' | ' | ' | ' | ||
Proceeds from sale of common stock | ' | ' | ' | 1,950,290 | ||
Proceeds from notes payable b related party | ' | ' | ' | -11,200 | ||
Payments on notes payable b related party | ' | ' | ' | 208,250 | ||
Net cash provided by financing activities | ' | ' | ' | 2,147,340 | ||
Net increase (decrease) in cash | ' | ' | ' | 694,699 | ||
Cash, beginning of period | ' | ' | ' | 194,721 | ||
Cash, end of period | ' | 889,420 | ' | 889,420 | ||
Adjustments [Member] | ' | ' | ' | ' | ||
Operating Activities: | ' | ' | ' | ' | ||
Net loss | ' | 105,423 | [1] | ' | -247,846 | |
Stock issued for services | ' | ' | ' | ' | ||
Warrants issued for services | ' | ' | ' | 349,370 | ||
Gain on settlement of debt | ' | ' | ' | -19,475 | ||
Changes in operating assets and liabilities: | ' | ' | ' | ' | ||
Accounts payable | ' | ' | ' | 150,383 | ||
Accrued liabilities b related party | ' | ' | ' | 208,250 | ||
Net cash used in operating activities | ' | ' | ' | 440,682 | ||
Investing Activities: | ' | ' | ' | ' | ||
Intangible assets | ' | ' | ' | ' | ||
Loan receivable | ' | ' | ' | 17,858 | ||
Net cash used in investing activities | ' | ' | ' | 17,858 | ||
Financing Activities: | ' | ' | ' | ' | ||
Proceeds from sale of common stock | ' | ' | ' | -250,290 | ||
Proceeds from notes payable b related party | ' | ' | ' | 12,100 | ||
Payments on notes payable b related party | ' | ' | ' | -220,350 | ||
Net cash provided by financing activities | ' | ' | ' | -458,540 | ||
Net increase (decrease) in cash | ' | ' | ' | ' | ||
Cash, beginning of period | ' | ' | ' | ' | ||
Cash, end of period | ' | ' | ' | ' | ||
Restated [Member] | ' | ' | ' | ' | ||
Operating Activities: | ' | ' | ' | ' | ||
Net loss | ' | -589,604 | ' | -1,887,437 | [2] | |
Stock issued for services | ' | ' | ' | 373,679 | ||
Warrants issued for services | ' | ' | ' | 349,370 | [3] | |
Gain on settlement of debt | ' | ' | ' | -19,475 | [4] | |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ||
Accounts payable | ' | ' | ' | 58,932 | [5] | |
Accrued liabilities b related party | ' | ' | ' | 155,945 | [6] | |
Net cash used in operating activities | ' | ' | ' | -968,986 | ||
Investing Activities: | ' | ' | ' | ' | ||
Intangible assets | ' | ' | ' | -25,115 | ||
Loan receivable | ' | ' | ' | ' | [5] | |
Net cash used in investing activities | ' | ' | ' | -25,115 | ||
Financing Activities: | ' | ' | ' | ' | ||
Proceeds from sale of common stock | ' | ' | ' | 1,700,000 | [5] | |
Proceeds from notes payable b related party | ' | ' | ' | 900 | [6] | |
Payments on notes payable b related party | ' | ' | ' | -12,100 | [6] | |
Net cash provided by financing activities | ' | ' | ' | 1,688,800 | ||
Net increase (decrease) in cash | ' | ' | ' | 694,699 | ||
Cash, beginning of period | ' | ' | ' | 194,721 | ||
Cash, end of period | ' | $889,420 | ' | $889,420 | ||
[1] | To reduce consulting expense for the unvested warrants ($103,944) and to reclassify certain amounts to conform presentation. | |||||
[2] | Additional consulting expense for warrants issued for services ($349,370), and reduced consulting expense for the unvested warrants ($103,944). | |||||
[3] | Additional consulting expense for warrants issued for services is a non-cash adjustment. | |||||
[4] | Gain on settlement of debt was previously shown as a change in accounts payable. | |||||
[5] | The above transactions were improperly recorded to accounts payable, loan receivable and equity. | |||||
[6] | Certain accrued liabilities to related parties were improperly categorized as notes payable to related parties. |