Cool (WARM) 10-K 30 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 21, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	COOL TECHNOLOGIES, INC.
Entity Central Index Key	1,399,352
Document Type	10-K
Document Period End Date	Dec. 31, 2015
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 Public Float			$ 25,153,199
Entity Common Stock, Shares Outstanding		81,367,817
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current assets
Cash	$ 10,882	$ 171,871
Prepaid expenses	95,175	57,018
Total current assets	106,057	228,889
Intangible	153,434	139,800
Equipment, net	97,600	118,453
Total assets	357,091	487,142
Current liabilities
Accounts payable	1,278,307	529,736
Accounts payable - related party	591,870	489,535
Customer deposits - related party	400,000	400,000
Accrued payroll	33,737	14,167
Debt, current portion	697,903	$ 40,235
Derivative liability	356,554
Total current liabilities	3,358,371	$ 1,473,673
Debt, long-term portion	77,803	77,076
Total liabilities	$ 3,436,174	$ 1,550,749
Commitments and contingencies (Note 6)
Stockholders' (deficit) equity:
Preferred stock, $.001 par value; 15,000,000 shares authorized; 136 and 140 shares issued and outstanding at December 31, 2015 and 2014, respectively
Common stock, $.001 par value; 140,000,000 shares authorized; 66,600,367 and 61,439,134 shares issued and outstanding at December 31, 2015 and 2014, respectively	$ 65,929	$ 60,767
Additional paid-in capital	36,038,551	30,864,669
Common stock issuable	180,900	435,930
Common stock held in escrow	8,441	8,441
Accumulated deficit	(39,344,245)	(32,421,145)
Total Cool Technologies (deficit) equity	(3,050,424)	(1,051,338)
Noncontrolling interest in subsidiary	(28,659)	(12,269)
Total stockholders' (deficit) equity	(3,079,083)	(1,063,607)
Total liabilities and stockholders' (deficit) equity	$ 357,091	$ 487,142

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Stockholders' Equity (Deficit):
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	15,000,000	15,000,000
Preferred stock shares issued	136	140
Preferred stock shares outstanding	136	140
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	140,000,000	140,000,000
Common stock shares issued	66,600,367	61,439,134
Common stock shares outstanding	66,600,367	61,439,134

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Consolidated Statement Of Operations
Revenue
Cost of revenues
Gross profit
Operating expenses
Payroll and related expenses	$ 803,426	$ 1,056,621
Consulting	867,356	8,436,442
Professional fees	614,935	946,273
Research and development	824,711	1,518,807
General and administrative	1,939,230	11,602,139
Total operating expenses	5,049,658	23,560,282
Operating loss	(5,049,658)	(23,560,282)
Other income and (expenses)
Interest expense, net	(75,145)	$ (14,966)
Change in fair value of derivative liability	(50,237)
Legal settlement - replacement warrants	(1,764,450)
Net loss	(6,939,490)	$ (23,575,248)
Less: Noncontrolling interest in net loss	(16,390)	(12,269)
Net loss to Cool Technologies shareholders	$ (6,923,100)	$ (23,562,979)
Net loss per common share: Basic and diluted	$ (0.11)	$ (0.42)
Weighted average common shares outstanding: Basic and diluted	64,586,781	56,742,881

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Common Stock Issuable	Common Stock Held in Escrow	Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, Shares at Dec. 31, 2013	199	48,700,929
Beginning Balance, Amount at Dec. 31, 2013		$ 48,702	$ 8,840,840		$ 8,441	$ (8,858,166)		$ 39,817
Sale of common stock, Shares		7,707,815
Sale of common stock, Amount		$ 7,707	3,708,945	$ 401,130				4,117,782
Common stock for services, Shares		505,000
Common stock for services, Amount		$ 505	596,245	34,800				$ 631,550
Cashless warrant exercises, Shares		933,605
Cashless warrant exercises, Amount		$ 933	(933)
Conversion of preferred stock to common stock, Shares	(59)	2,950,000
Conversion of preferred stock to common stock, Amount		$ 2,950	(2,950)
Warrants issued for services			7,469,492					$ 7,469,492
Equity issuance costs, Shares		671,785
Employee stock options			10,271,000					10,271,000
Cancellation of share issuance, Shares		(30,000)
Cancellation of share issuance, Amount		$ (30)	(17,970)					(18,000)
Net loss						(23,575,248)		(23,575,248)
Noncontrolling interest						12,269	$ (12,269)
Ending Balance, Shares at Dec. 31, 2014	140	61,439,134
Ending Balance, Amount at Dec. 31, 2014		$ 60,767	30,864,669	435,930	8,441	(32,421,145)	(12,269)	(1,063,607)
Sale of common stock, Shares		2,809,251
Sale of common stock, Amount		$ 2,810	1,082,190	105,020				1,190,020
Cashless warrant exercises, Shares		288,968
Cashless warrant exercises, Amount		$ 289	(289)
Conversion of preferred stock to common stock, Shares	(4)	200,000
Conversion of preferred stock to common stock, Amount		$ 200	(200)
Warrants issued for services			59,037					59,037
Employee stock options			1,308,000					1,308,000
Issuance of common stock issuable, Shares		753,001
Issuance of common stock issuable, Amount		$ 753	410,197	(410,950)
Stock issued for services, Shares		1,110,013
Stock issued for services, Amount		$ 1,110	550,497	50,900				602,507
Replacement warrants - legal settlement			1,764,450					1,764,450
Net loss						(6,939,490)		$ (6,939,490)
Noncontrolling interest						16,390	(16,390)
Ending Balance, Shares at Dec. 31, 2015	136	66,600,367
Ending Balance, Amount at Dec. 31, 2015		$ 65,929	$ 36,038,551	$ 180,900	$ 8,441	$ (39,344,245)	$ (28,659)	$ (3,079,083)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Operating Activities:
Net loss	$ (6,939,490)	$ (23,575,248)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services	602,507	631,550
Warrants issued for services	59,037	$ 7,469,492
Legal settlement - replacement warrants	1,764,450
Change in fair value of derivative liability	50,237
Amortization of debt discount	57,038
Employee stock options	1,308,000	$ 10,271,000
Depreciation expense	25,853	6,234
Changes in operating assets and liabilities:
Prepaid expenses	(38,157)	(57,018)
Accounts payable	748,571	299,209
Accrued liabilities - related party	$ 102,335	216,971
Customer deposits - related party		400,000
Accrued payroll liabilities	$ 19,570	3,739
Net cash used in operating activities	(2,240,049)	(4,334,071)
Investing Activities:
Expenditure for Intangible assets	(13,634)	(41,103)
Expenditure for Equipment	(5,000)	(27,500)
Net cash used in investing activities	(18,634)	(68,603)
Financing Activities:
Proceeds from sale of common stock, net	1,190,020	$ 4,099,782
Proceeds from debt	925,000
Payments on debt	(17,326)	$ (2,786)
Net cash provided by financing activities	2,097,694	4,096,996
Net change in cash	(160,989)	(305,678)
Cash, beginning of period	171,871	477,549
Cash, end of period	10,882	171,871
Cash paid for: Interest	5,458	$ 979
Cash paid for: Income taxes
Non-cash transactions:
Derivative liability offset by debt discount	305,667
Reduction of stock issuable by issuing stock	$ 410,950
Purchase of equipment with debt		$ 97,187

Description of Business and Sum

Description of Business and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies	Description of Business Cool Technologies, Inc. and subsidiary, (we, us, our, the "Company" or "Cool Technologies") was incorporated in the State of Nevada in July 2002. In April 2014, we formed Ultimate Power Truck, LLC ("Ultimate Power Truck" or "UPT"), of which we own 95% and a shareholder of Cool Technologies owns 5%. We were formerly known as Bibb Corporation,as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, we changed our name to Cool Technologies, Inc. We have developed and intend to commercialize heat 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 motors/generators 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: a) mobile power generation, b) heat dispersion technology and c) electric load assist. As of December 31, 2015, we have five US patents and seven 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 consolidated financial statements include the accounts of Cool Technologies and UPT. Intercompany accounts and transactions have been eliminated. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Noncontrolling interest represents the 5% third-party interest in UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. Going Concern The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $39,344,245 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. These 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 Annual Report on Form 10-K, management is negotiating additional funding arrangements to support 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. Summary of Significant Accounting Policies Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. Intangible assets Our intangible assets consist of patents on our technology, recorded at cost. Cost is based on third party expenditures for patent applications. We will begin amortizing our intangibles over their estimated remaining useful life when we begin revenue-producing activities. We will determine the useful lives of our intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Equipment Equipment consists of vehicles we use for testing and demonstrating our technology to potential customers. Depreciation is recorded using the straight-line method over five years, the estimated useful life. Impairment of long-lived assets When facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized, if any, is the amount by which the carrying amount of the asset (or asset group) exceeds the fair value. We may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use. We have not recorded any impairment expense on our long-lived assets as of December 31, 2015. Accrued liabilities – related party These represents amount due to management and their affiliates for services performed. Debt – original issue discount When we issue notes payable with a face value higher than the proceeds we receive, we record the difference as a debt discount and amortize it through interest expense over the life of the underlying note payable. Derivative financial instruments When we issue debt that contains a conversion feature, we first evaluate whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlyings, typically the price of the company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. When we issue warrants to purchase our common stock, we must evaluate whether they meet the requirements to be treated as a derivative. Generally, warrants would be treated as a derivative if the provisions of the warrant agreement create uncertainty as to a) the number of shares to be issued upon exercise; or b) whether shares may be issued upon exercise. If the conversion feature within convertible debt or warrants meet the requirements to be treated as a derivative, we estimate the fair value of the derivative liability using the Black-Scholes Option Pricing Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the condensed consolidated statement of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheet as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. Research and development costs Internal costs related to research and development efforts on existing or potential products are expensed as incurred. External costs incurred for intangible assets, such as attorney fees for patents, are capitalized. Share-based payments All of our share-based awards are classified as equity. We do not have any liability classified share-based awards. Each warrant or stock option is exercisable for one share of our common stock. Nonemployees – Employees Modification of share-based payment awards Sale of common stock with warrants Nonemployee stock option Cashless exercise Income taxes We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2015 and 2014, determined that there were no material uncertain tax positions. UPT is a limited liability company ("LLC"), which is treated as a partnership for income tax purposes, where all tax obligations flow through to the owners of the LLC during the period in which income taxes were incurred. Fair value of financial instruments Our financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of our debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Our derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Reportable segments We have identified our operating segments, our chief operating decision maker ("CODM"), and the discrete financial information reviewed by the CODM. After evaluating this information, we have determined that we have one reportable segment. Recently Issued Accounting Pronouncements Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 "Leases (Topic 842)" – FASB ASU 2015-17"Income Taxes (Topic 740)" – FASB ASU 2015-16 "Business Combinations (Topic 805)," or ASU 2015-16 FASB ASU 2015-11 "Inventory (Topic 330): Simplifying the Measurement of Inventory," or ASU 2015-11 FASB ASU 2015-03 "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost," or ASU 2015-03 FASB ASU 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis," or ASU 2015-02 FASB ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)," or ASU 2014-09 - In May 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements of Accounting Standards Codification, or ASC, Topic 605 "Revenue Recognition." This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

Equipment

Equipment	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 2 - Equipment	Equipment consists of the following: December 31, 2015 2014 Test vehicles $ 124,687 $ 124,687 Other 5,000 - 129,687 124,687 Less: accumulated depreciation (32,087 ) (6,234 ) $ 97,600 $ 118,453 Depreciation expense for the years ended December 31, 2015 and 2014, was $25,853 and $6,234, respectively.

Customer deposits - Related par

Customer deposits - Related party	12 Months Ended
	Dec. 31, 2015
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 is a shareholder of Cool Technologies.

Debt

Debt	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 4 - Debt	Debt consists of the following: December 31, 2015 2014 Notes payable -- original issue discount $ 400,000 $ - Convertible notes payable 365,350 Test vehicle financing 77,075 99,401 Note payable – related party 22,910 22,910 Note payable – UPT minority owner 250,000 - 1,115,335 117,311 Debt discount (339,629 ) - 775,706 117,311 Less: current portion 697,903 40,235 $ 77,803 $ 77,076 Notes payable – original issue discount In October 2015, we received $350,000 under two notes payable with an original issue discount of $50,000, in lieu of interest. The $400,000 principal balance is payable in full on March 31, 2016. In the event of default, the interest rate will be 18% per annum. Convertible notes payable September 2015 Convertible Note -- December 2015 Convertible Note -- Test Vehicle Financing In October 2014, we entered into financing agreements for the purchase of test vehicles, bearing interest at 5.99% payable monthly over five years, collateralized by the vehicles. Note payable – related party This note is non-interest bearing and is due on demand, payable to the Secretary of Cool Technologies. Note payable – UPT minority owner Held by the 5% minority owner of UPT. The terms of the note have not been finalized. Future contractual maturities of debt are as follows: Year ending December 31, 2016 $ 931,671 2017 144,564 2018 20,789 2019 18,311 $ 1,115,335

Derivative Liability

Derivative Liability	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 5 - Derivative Liability	Under the terms of the September 2015 Convertible Note and the December 2015 Convertible Note, we identified derivative instruments arising from embedded conversion features, as well as warrants issued with the December 2015 Convertible Note. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the derivative liability at the dates of issuance and the revaluation date: September 15, 2015 November 12, 2015 December 2, 2015 December 31, 2015 Volatility 112 % 111 % 103 % 102 % Risk-free interest rate 0.8 % 0.8 % 1.2 % 0.5 – 1.2 % Expected life (years) 2.0 1.8 1.0 – 3.0 0.9 – 2.9 Dividend yield - - - - Changes in the derivative liability were as follows: Amount Shares December 31, 2014 $ - - Fair value of derivative upon issuance: September 2015 Convertible Note – September borrowing 75,750 633,690 September 2015 Convertible Note – November borrowing 45,479 422,460 December 2015 Convertible Note – conversion feature 43,713 500,000 December 2015 Convertible note - warrants 141.475 2,030,765 306,317 3,586,915 Change in fair value at December 31, 2015 50,237 December 31, 2015 $ 356,554 ______________ (1) Estimated number of shares issuable if the conversion feature or warrants were exercised as of December 31, 2015.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 6 - 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"). PPEG and Action Media were significant shareholders in our predecessor company and Spirit Bear is a related party through voting rights. 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. Effective May 1, 2015, we executed a First Amendment to Settlement Agreement (the "Amendment") with Spirit Bear and the parties identified as the assignees of Spirit Bear who are signatories to the Amendment, which amends certain provisions of the Settlement Agreement. In accordance with the terms of the Amendment, Jay Palmer, Carrie Dwyer and Donica Holt, the Spirit Bear holdover directors, tendered their resignation from the Board of Directors of the Company. Spirit Bear also agreed that it will no longer have any rights to appoint nominees to the Board of Directors. Pursuant to the Amendment, the Company agreed to file a registration statement on Form S-1 covering an aggregate of 14,845,072 shares of common stock, preferred stock and warrants on behalf of Spirit Bear and its assignees no later than July 15, 2015, which was filed with the SEC on July 15, 2015. A representative of Spirit Bear agreed that the obligation to register the shares on a Form S-1 need only include shares of common stock and shares of common stock issuable upon conversion of the Preferred Stock and exercise of the warrants held by Spirit Bear and its assignees. The Company agreed to issue replacement warrants for certain previously-issued warrants, which will be canceled in connection with the replacement issuance. Within 10 business days of June 1, 2015, the parties agreed to dismiss all of the pending litigation between and among them. On August 28, 2015, the parties filed a Stipulation to dismiss the direct claims of the Company against Spirit Bear and of Spirit Bear against the Company in the Nevada Lawsuit. By Order dated September 1, 2015 and filed September 2, 2015, the Court ordered dismissal of all direct claims in the Nevada Lawsuit. Additionally, on February 20, 2015, the Court issued its preliminary approval to the derivative action settlement agreement (the "DASA") which would lead to the ultimate dismissal of the derivative suit also filed by Spirit Bear in the same action. The Court scheduled a fairness hearing for November 20, 2015 to consider giving its final approval to the DASA. No shareholder filed any objections to the DASA by April 30, 2015 which was the deadline established by the Court for filing objections. However, on October 22, 2015, Peak Finance, LLC filed a Motion to Intervene in the action seeking, among other things, approval to file a new derivative Complaint in this matter. The Company opposed this Motion. At the November 20, 2015 fairness hearing, the Court denied Peak Finance's Motion to Intervene. However, the Court did allow Peak Finance to formally argue its objections to the DASA. The Court ordered additional briefing on certain issues which has now been completed. The Court has ordered another hearing to consider the DASA on April 1, 2016. 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.

Equity

Equity	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 7 - Equity	Preferred stock Spirit Bear, a related party, holds all of our preferred stock. Each share of Series A Preferred Stock ("Preferred Stock") is convertible into 50,000 shares of common stock. Each share of Preferred Stock has voting rights as if they were converted into 50,000 shares of common stock. The holders of each share of Preferred Stock then outstanding shall be entitled to be paid out of the Available Funds and Assets (as defined in the "Certificate of Designation"), and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of common stock, an amount per preferred share equal to the Preferred Stock Liquidation Price ($2,500 per share). Common stock On August 19, 2015, the stockholders voted to increase the number of authorized shares of common stock from 100,000,000 shares to 140,000,000 shares. Common stock issuable on the consolidated balance sheet represents common stock to be issued for either cash received or services performed. As of December 31, 2015 and 2014, the number of shares of common stock to be issued was 701,018 and 798,419 shares, respectively. 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 ("Lincoln Park") from time to time, subject to certain limitations, over a 36-month period, under a registration statement with respect to 4,671,785 shares of our common stock, which was declared effective by the SEC on July 3, 2014. The credit facility with Lincoln Park was mutually terminated as of April 23, 2015. Common stock warrants issued with the sale of our common stock When we sell shares of our common stock the buyer also typically receives fully-vested common stock warrants with a maximum contractual term of 3-5 years. A summary of common stock warrants issued with the sale of our common stock as of December 31, 2015, and changes during the year then ended is presented below: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 12,901,955 $ 0.56 Granted 6,612,810 0.58 Exercised (400,000 ) 0.35 Outstanding, December 31, 2014 19,114,765 0.56 Granted 10,446,539 0.35 Exercised (1,084,597 ) 0.35 Forfeited or expired (7,750,000 ) 0.49 Outstanding, December 31, 2015 20,726,707 0.49 1.9 $ 1,080 Exercisable, December 31, 2015 20,726,707 0.49 1.9 $ 1,080 Included in the above amounts are the warrants that were cancelled and reissued, resulting in legal settlement expense of $1,764,450.

Share-based payments

Share-based payments	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 8 - Share-based payments	Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Year ended December 31, 2015 2014 Nonemployee common stock $ 602,507 $ 631,550 Nonemployee warrants – fully vested upon issuance 6,981 7,204,573 Nonemployee warrants – service and performance conditions 52,056 264,919 Employee stock options – fully vested upon grant - 7,950,000 Employee stock options – market price-based 1,308,000 2,321,000 Legal settlement – replacement warrants 1,764,450 - Total share-based expense charged against income $ 3,733,994 $ 18,372,042 Impact on net loss per common share: Basic and diluted $ (0.06 ) $ (0.32 ) Nonemployee common stock UPT management agreement In July, 2014, we entered into a three year 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 As of December 31, 2015 and 2014, meeting these conditions was not deemed probable, so no expense was recognized under this agreement and no common stock was issued. The fair value of these unearned shares of common stock was $117,000 as of December 31, 2015. Investor relations agreement 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 agreed to issue 60,000 shares of common stock each quarter through May 2015, for a total of 240,000 shares. We recognized expense of $61,200 and $91,800, respectively, during the years ended December 31, 2015 and 2014. Financial advisory agreements During the quarter ended June 30, 2015, we entered into separate agreements with three companies, which subsequently became shareholders, to provide financial advisory services, including developing, studying and evaluating a financing plan, strategic and financial alternatives, and merger and acquisition proposals. Under the terms of the agreements, we agreed to issue an aggregate of 333,332 shares of common stock each month through June 2016, as services were delivered, for a total of 5,000,000 shares over the term of the agreements. These agreements may be canceled by either party with a 30 day notice. During the three months ended June 30, 2015, we recorded expense at fair value of $510,007 for the issuance of 1,000,013 shares. If the services are provided and the agreements are not canceled, an additional 3,999,987 shares remain to be issued. At management's request no further services have been provided, and no stock was earned or issued under these agreements after June 30, 2015. Other During the years ended December 31, 2015 and 2014, we issued or accrued an additional 175,000 and 445,000 shares of common stock in exchange for services, with a fair value of $31,300 and $539,750, respectively. Nonemployee common stock warrants -- Fully-vested upon issuance We may issue fully-vested common stock warrants with a maximum contractual term of 5 years to non-employees in return for services or to satisfy liabilities, such as accrued interest. The following summarizes the activity for common stock 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 2,203,374 $ 0.69 Granted 7,266,666 0.74 Exercised (781,805 ) 0.31 Forfeited or expired (200,000 ) 0.31 Outstanding, December 31, 2014 8,488,235 0.69 Granted 94,333 0.48 Forfeited or expired (918,000 ) 0.19 Outstanding, December 31, 2015 7,664,568 0.72 2.2 $ - Exercisable, December 31, 2015 7,664,568 0.72 2.2 $ - The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested common stock warrants: Year ended December 31, 2015 2014 Volatility 121 - 173 % 208 – 330 % Risk-free interest rate 1.4 – 1.6 % 0.6 - 1.7 % Expected life (years) 3.0 – 4.0 2.5 -- 5.0 Dividend yield - - The total intrinsic value of fully-vested common stock warrants exercised during the year ended December 31, 2014, was $1,059,248. None were exercised in 2015. Nonemployee common stock warrants -- Service and performance conditions The following summarizes the terms for warrants we granted that are subject to performance and service conditions. UPT management agreement In July, 2014, we entered into a three year agreement with the company managing the operations of UPT, whereby we would issue common stock warrants under the following conditions: Number of Vesting Condition Category Warrants Fully vest upon UPT generating $1 million of revenue Performance 350,000 45,945 warrants for every $3 million of revenue generated by UPT up to $100 million Performance 1,530,000 60,000 warrants for every three months of completed service managing UPT Service 720,000 2,600,000 The common stock warrants have a three year life and an exercise price of $1.00 per share. The grant date fair value was $2,586,000. As of December 31, 2015, we did not conclude that meeting the performance conditions was probable, so no expense was recognized and no common stock warrants vested. During the years ended December 31, 2015 and 2014, respectively, 240,000 and 120,000 of the common stock warrants under the service condition vested with the passage of time and we recognized expense of $52,056 and $64,540. As of December 31, 2015, the fair value of the 2,240,000 unvested common stock warrants, which is also the estimated unrecognized expense, was $119,019. We cannot estimate the period over which the expense for the performance awards will be recognized, if at all. The remaining service award expense will be recognized quarterly over a period of 1.5 years. Financing advisory services In March, 2014, we entered into an agreement with a company, which is also a shareholder, to provide financing advisory services, in return for 400,000 common stock warrants having a five year life and an exercise price of $2.50, with vesting in March, 2015 upon satisfactory performance under the agreement. As of December 31, 2014, we deemed it probable that the vesting conditions will be met. Accordingly, during the year ended December 31, 2014, we recognized expense of $200,379. When the warrants vested in March 2015, the fair value was $179,964. The change in fair value between December 31, 2014 and March 2015, of $20,415 was recognized as a reduction of expense in 2015. The grant date fair value of these warrants was $352,000. Summary The following summarizes the activity for warrants that have performance and service conditions. There were no grants in 2015. Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 - Granted 3,000,000 $ 1.20 Outstanding, December 31, 2014 and 2015 3,000,000 $ 1.20 1.9 $ - Exercisable, December 31, 2015 760,000 $ 1.79 2.9 $ - The following summarizes of the status of our nonvested common stock warrants with performance and service conditions as of December 31, 2015, and changes during the year then ended: Number of Warrants Weighted-average Grant Date Fair Value Nonvested, December 31, 2014 2,880,000 $ 0.98 Vested (640,000 ) 0.92 Nonvested, December 31, 2015 2,240,000 $ 0.99 The following summarizes the Black-Scholes assumptions used to estimate the fair value of warrants with performance and service conditions: Year ended December 31, 2015 2014 Volatility 102 – 184 % 208 - 322% Risk-free interest rate 0.9 – 1.4 % 1.1 - 1.7 % Expected life (years) 3.0 – 5.0 3.0 – 5.0 Dividend yield - - Legal settlement – Replacement warrants Under the First Amendment to Settlement Agreement (the "Amendment") with Spirit Bear, we agreed to issue replacement warrants for certain previously-issued warrants. The 7,000,000 previously-issued warrants were issued in 2012, had exercise prices ranging from $0.35 to $0.75 per warrant, and expiration dates from April 2015 to April 2017. All of the replacement warrants have an exercise price of $0.25, while 6,000,000 expire in January 2017 and 1,000,000 expired in December 2015. When a replacement equity instrument is issued, expense is recorded if the fair value of the new instruments is greater than the fair value of the original instruments. We recorded expense of $1,764,450 associated with the replacement warrants. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the previously-issued warrants and the replacement warrants: Previously-issued Replacement Volatility 81 – 125% 81 – 125% Risk-free interest rate 0.3 – 0.6 % 0.1 – 0.5 % Expected life (years) 1.0 – 2.0 0.6 – 1.8 Dividend yield - - Employee stock options – Fully-vested upon grant We granted stock options to certain members of management in 2014 that were fully-vested at the date of grant. There were no grants in 2015. The following is a summary of fully-vested stock option activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2013 - Stock options granted 5,000,000 $ 2.00 Outstanding, December 31, 2015 and 2014 5,000,000 2.00 $ - Exercisable, December 31, 2015 5,000,000 $ 2.00 $ - The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested stock option grants: Year ended December 31, 2014 Volatility 325 % Risk-free interest rate 2.7 % Expected stock option life (years) 10 Dividend yield - We recognized expense at a fair value of $7,950,000 in the years ended December 31, 2014, for fully-vested stock option grants. Employee stock options – Market price-based grants We granted stock options in 2012 to a member of management that vest upon the achievement of certain stock prices for 20 days, as follows: Market Price Number of Options $1.50 1,000,000 1.75 1,000,000 2.00 1,000,000 2.25 1,000,000 2.50 1,000,000 5,000,000 1,000,000 options vested in 2014 and remain exercisable as of December 31, 2015. We are recognizing the grant date fair value of $7,883,000 ratably through March 2019. The following summarizes the lattice-based assumptions used to estimate the fair value of market price-based stock options: Year ended December 31, 2014 Volatility 300 % Risk-free interest rate 1.7 % Expected stock option life (years) 5.0 Dividend yield - As of December 31, 2015, there was $4,254,000 of total unrecognized cost related to nonvested market price-based stock options, which will be recognized over 3.5 years.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 9 - Income Taxes	The components of our deferred tax asset are as follows: December 31, 2015 2014 Net operating loss carryforwards $ 7,582,195 $ 6,189,094 Equity-based instruments 8,946,178 7,727,432 Accrued liabilities 85,329 106,556 Valuation allowance (16,613,702 ) (14,023,082 ) Deferred tax asset $ - $ - Our net operating loss carryforwards expire after 20 years, beginning in 2032. A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Year ended December 31, 2015 2014 Income tax benefit at statutory rate $ (2,353,853 ) $ (8,015,585 ) State income tax, net of Federal benefit (251,309 ) (855,782 ) Meals and entertainment 14,542 16,984 Increase in valuation allowance 2,590,620 8,854,383 Income tax benefit $ - $ - We had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. We have not accrued any interest or penalties associated with income taxes. We file income tax returns in the United States federal jurisdiction. With few exceptions, we are no longer subject to U.S. federal, state or non-U.S. income tax examination by tax authorities on tax returns filed before January 31, 2009. No tax returns are currently under examination by any tax authorities.

Net Loss per Share

Net Loss per Share	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 10 - 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: Year ended December 31, 2015 2014 Net loss available for stockholders $ (6,923,100 ) $ (23,562,979 ) Weighted average outstanding shares of common stock 64,586,781 56,742,881 Dilutive effect of stock options and warrants - - Common stock and equivalents 64,586,781 56,742,881 Net loss per share – Basic and diluted $ (0.11 ) $ (0.42 ) Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: December 31, 2015 2014 Stock options 10,000,000 10,000,000 Common stock warrants 29,651,275 29,518,403 Common stock issuable 701,018 729,328 Common stock issuable – warrants 226,191 729,328 Convertible notes 3,586,915 - Convertible preferred stock 6,800,000 7,000,000 Total 50,965,399 47,977,059 Total exercisable at December 31 46,038,190 34,097,059

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Note 11 - Subsequent Events	In January 2016, we received the remaining $48,800 under the December 2015 Convertible Note, which has an additional debt discount of $5,850.

Summary of Significant Accounti

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Policies
Cash and cash equivalents	Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase.
Intangible assets	Our intangible assets consist of patents on our technology, recorded at cost. Cost is based on third party expenditures for patent applications. We will begin amortizing our intangibles over their estimated remaining useful life when we begin revenue-producing activities. We will determine the useful lives of our intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, our long-term strategy for using the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions.
Equipment	Equipment consists of vehicles we use for testing and demonstrating our technology to potential customers. Depreciation is recorded using the straight-line method over five years, the estimated useful life.
Impairment of long-lived assets	When facts and circumstances indicate that the carrying value of long-lived assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of revenues and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized, if any, is the amount by which the carrying amount of the asset (or asset group) exceeds the fair value. We may use a variety of methods to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use. We have not recorded any impairment expense on our long-lived assets as of December 31, 2015.
Accrued liabilities - related party	These represents amount due to management and their affiliates for services performed.
Debt - original issue discount	When we issue notes payable with a face value higher than the proceeds we receive, we record the difference as a debt discount and amortize it through interest expense over the life of the underlying note payable.
Derivative financial instruments	When we issue debt that contains a conversion feature, we first evaluate whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlyings, typically the price of the company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. When we issue warrants to purchase our common stock, we must evaluate whether they meet the requirements to be treated as a derivative. Generally, warrants would be treated as a derivative if the provisions of the warrant agreement create uncertainty as to a) the number of shares to be issued upon exercise; or b) whether shares may be issued upon exercise. If the conversion feature within convertible debt or warrants meet the requirements to be treated as a derivative, we estimate the fair value of the derivative liability using the Black-Scholes Option Pricing Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the condensed consolidated statement of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheet as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date.
Research and development costs	Internal costs related to research and development efforts on existing or potential products are expensed as incurred. External costs incurred for intangible assets, such as attorney fees for patents, are capitalized.
Share-based payments	All of our share-based awards are classified as equity. We do not have any liability classified share-based awards. Each warrant or stock option is exercisable for one share of our common stock. Nonemployees – Employees Modification of share-based payment awards Sale of common stock with warrants Nonemployee stock option Cashless exercise – Most of our common stock warrants and stock options may be exercised on a cashless basis. The number of shares of our common stock received upon exercising on a cashless basis is based on a) the volume weighted-average price of our common stock for three trading days immediately preceding the exercise date; b) the exercise price of the warrant or option; and c) the number of common shares issuable under the instrument.
Income Taxes	We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2015 and 2014, determined that there were no material uncertain tax positions. UPT is a limited liability company ("LLC"), which is treated as a partnership for income tax purposes, where all tax obligations flow through to the owners of the LLC during the period in which income taxes were incurred.
Fair Value of Financial Instruments	Our financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of our debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Our derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities.
Reportable segments	We have identified our operating segments, our chief operating decision maker ("CODM"), and the discrete financial information reviewed by the CODM. After evaluating this information, we have determined that we have one reportable segment.
Recently Issued Accounting Pronouncements	Financial Accounting Standards Board, or FASB, Accounting Standards Update, or ASU 2016-02 "Leases (Topic 842)" – FASB ASU 2015-17"Income Taxes (Topic 740)" – FASB ASU 2015-16 "Business Combinations (Topic 805)," or ASU 2015-16 FASB ASU 2015-11 "Inventory (Topic 330): Simplifying the Measurement of Inventory," or ASU 2015-11 FASB ASU 2015-03 "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost," or ASU 2015-03 FASB ASU 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis," or ASU 2015-02 FASB ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)," or ASU 2014-09 - In May 2014, the FASB issued ASU 2014-09, which supersedes the revenue recognition requirements of Accounting Standards Codification, or ASC, Topic 605 "Revenue Recognition." This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position.

Equipment (Tables)

Equipment (Tables)	12 Months Ended
	Dec. 31, 2015
Equipment Tables
Equipment	December 31, 2015 2014 Test vehicles $ 124,687 $ 124,687 Other 5,000 - 129,687 124,687 Less: accumulated depreciation (32,087 ) (6,234 ) $ 97,600 $ 118,453

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2015
Debt Tables
Summary of Debt	December 31, 2015 2014 Notes payable -- original issue discount $ 400,000 $ - Convertible notes payable 365,350 Test vehicle financing 77,075 99,401 Note payable – related party 22,910 22,910 Note payable – UPT minority owner 250,000 - 1,115,335 117,311 Debt discount (339,629 ) - 775,706 117,311 Less: current portion 697,903 40,235 $ 77,803 $ 77,076
Future contractual maturities of debt	Year ending December 31, 2016 $ 931,671 2017 144,564 2018 20,789 2019 18,311 $ 1,115,335

Derivative Liability (Tables)

Derivative Liability (Tables)	12 Months Ended
	Dec. 31, 2015
Derivative Liability Tables
Fair value of the derivative liability	September 15, 2015 November 12, 2015 December 2, 2015 December 31, 2015 Volatility 112 % 111 % 103 % 102 % Risk-free interest rate 0.8 % 0.8 % 1.2 % 0.5 – 1.2 % Expected life (years) 2.0 1.8 1.0 – 3.0 0.9 – 2.9 Dividend yield - - - -
Changes in the derivative liability	Amount Shares December 31, 2014 $ - - Fair value of derivative upon issuance: September 2015 Convertible Note – September borrowing 75,750 633,690 September 2015 Convertible Note – November borrowing 45,479 422,460 December 2015 Convertible Note – conversion feature 43,713 500,000 December 2015 Convertible note - warrants 141.475 2,030,765 306,317 3,586,915 Change in fair value at December 31, 2015 50,237 December 31, 2015 $ 356,554

Equity (Tables)

Equity (Tables)	12 Months Ended
	Dec. 31, 2015
Equity Tables
A summary of common stock warrants issued	Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 12,901,955 $ 0.56 Granted 6,612,810 0.58 Exercised (400,000 ) 0.35 Outstanding, December 31, 2014 19,114,765 0.56 Granted 10,446,539 0.35 Exercised (1,084,597 ) 0.35 Forfeited or expired (7,750,000 ) 0.49 Outstanding, December 31, 2015 20,726,707 0.49 1.9 $ 1,080 Exercisable, December 31, 2015 20,726,707 0.49 1.9 $ 1,080

Share-based payments (Tables)

Share-based payments (Tables)	12 Months Ended
	Dec. 31, 2015
Financial statements related to equity-based payments	Year ended December 31, 2015 2014 Nonemployee common stock $ 602,507 $ 631,550 Nonemployee warrants – fully vested upon issuance 6,981 7,204,573 Nonemployee warrants – service and performance conditions 52,056 264,919 Employee stock options – fully vested upon grant - 7,950,000 Employee stock options – market price-based 1,308,000 2,321,000 Legal settlement – replacement warrants 1,764,450 - Total share-based expense charged against income $ 3,733,994 $ 18,372,042 Impact on net loss per common share: Basic and diluted $ (0.06 ) $ (0.32 )
Nonemployee Common stock warrants - Fully-vested [Member]
Stock option and warrants activity	Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 2,203,374 $ 0.69 Granted 7,266,666 0.74 Exercised (781,805 ) 0.31 Forfeited or expired (200,000 ) 0.31 Outstanding, December 31, 2014 8,488,235 0.69 Granted 94,333 0.48 Forfeited or expired (918,000 ) 0.19 Outstanding, December 31, 2015 7,664,568 0.72 2.2 $ - Exercisable, December 31, 2015 7,664,568 0.72 2.2 $ -
Fair value of each option award	Year ended December 31, 2015 2014 Volatility 121 - 173 % 208 – 330 % Risk-free interest rate 1.4 – 1.6 % 0.6 - 1.7 % Expected life (years) 3.0 – 4.0 2.5 -- 5.0 Dividend yield - -
Nonemployee Common stock warrants - Service and performance conditions [Member]
Common stock warrants performance and service conditions	Number of Vesting Condition Category Warrants Fully vest upon UPT generating $1 million of revenue Performance 350,000 45,945 warrants for every $3 million of revenue generated by UPT up to $100 million Performance 1,530,000 60,000 warrants for every three months of completed service managing UPT Service 720,000 2,600,000
Stock option and warrants activity	Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2013 - Granted 3,000,000 $ 1.20 Outstanding, December 31, 2014 and 2015 3,000,000 $ 1.20 1.9 $ - Exercisable, December 31, 2015 760,000 $ 1.79 2.9 $ -
Nonvested stock options and warrant activity	Number of Weighted-average Grant Date Warrants Fair Value Nonvested, December 31, 2014 2,880,000 $ 0.98 Vested (640,000 ) 0.92 Nonvested, December 31, 2015 2,240,000 $ 0.99
Fair value of each option award	Year ended December 31, 2015 2014 Volatility 102 – 184 % 208 - 322% Risk-free interest rate 0.9 – 1.4 % 1.1 - 1.7 % Expected life (years) 3.0 – 5.0 3.0 – 5.0 Dividend yield - -
Legal settlement - Replacement warrants	Previously-issued Replacement Volatility 81 – 125% 81 – 125% Risk-free interest rate 0.3 – 0.6 % 0.1 – 0.5 % Expected life (years) 1.0 – 2.0 0.6 – 1.8 Dividend yield - -
Employee stock options Fully-vested [Member]
Stock option and warrants activity	Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2013 - Stock options granted 5,000,000 $ 2.00 Outstanding, December 31, 2015 and 2014 5,000,000 2.00 $ - Exercisable, December 31, 2015 5,000,000 $ 2.00 $ -
Fair value of each option award	Year ended December 31, 2014 Volatility 325 % Risk-free interest rate 2.7 % Expected stock option life (years) 10 Dividend yield -
Employee stock options - Market-based [Member]
Fair value of each option award	Year ended December 31, 2014 Volatility 300 % Risk-free interest rate 1.7 % Expected stock option life (years) 5.0 Dividend yield -
Employee stock options - Market-based	Market Price Number of Options $1.50 1,000,000 1.75 1,000,000 2.00 1,000,000 2.25 1,000,000 2.50 1,000,000 5,000,000
Nonemployee Common stock [Member]
Common stock 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

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes Tables
Schedule of deferred tax asset	December 31, 2015 2014 Net operating loss carryforwards $ 7,582,195 $ 6,189,094 Equity-based instruments 8,946,178 7,727,432 Accrued liabilities 85,329 106,556 Valuation allowance (16,613,702 ) (14,023,082 ) Deferred tax asset $ - $ -
Schedule of reconciliation of income taxes	Year ended December 31, 2015 2014 Income tax benefit at statutory rate $ (2,353,853 ) $ (8,015,585 ) State income tax, net of Federal benefit (251,309 ) (855,782 ) Meals and entertainment 14,542 16,984 Increase in valuation allowance 2,590,620 8,854,383 Income tax benefit $ - $ -

Net Loss per Share (Tables)

Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2015
Net Loss Per Share Tables
Reconciliation of the denominators used in the computation of net loss per share basic and diluted:	Year ended December 31, 2015 2014 Net loss available for stockholders $ (6,923,100 ) $ (23,562,979 ) Weighted average outstanding shares of common stock 64,586,781 56,742,881 Dilutive effect of stock options and warrants - - Common stock and equivalents 64,586,781 56,742,881 Net loss per share – Basic and diluted $ (0.11 ) $ (0.42 )
Summarizes equity instruments	December 31, 2015 2014 Stock options 10,000,000 10,000,000 Common stock warrants 29,651,275 29,518,403 Common stock issuable 701,018 729,328 Common stock issuable – warrants 226,191 729,328 Convertible notes 3,586,915 - Convertible preferred stock 6,800,000 7,000,000 Total 50,965,399 47,977,059 Total exercisable at December 31 46,038,190 34,097,059

2. Equipment (Details)

2. Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Equipment Details
Test vehicles	$ 124,687	$ 124,687
Other	5,000
Consists of Equipment Net	129,687	$ 124,687
Less: accumulated depreciation	(32,087)	(6,234)
Equipment, net	$ 97,600	$ 118,453

2. Equipment (Details Narrative

2. Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Equipment Details Narrative
Depreciation expense	$ 25,853	$ 6,234

4. Debt (Details)

4. Debt (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Debt Details
Notes payable - original issue discount	$ 400,000
Convertible notes payable	365,350
Test vehicle financing	77,075	$ 99,401
Note payable - related party	22,910	$ 22,910
Note payable - UPT minority owner	250,000
Total	1,115,335	$ 117,311
Debt discount	(339,629)
Total	775,706	$ 117,311
Less: current portion	697,903	40,235
Debt, long-term portion	$ 77,803	$ 77,076

4. Debt (Details 1)

4. Debt (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Debt Details 1
2,016	$ 931,671
2,017	144,564
2,018	20,789
2,019	18,311
Total	$ 1,115,335	$ 117,311

4. Debt (Details Narrative)

4. Debt (Details Narrative)	Dec. 31, 2015USD ($)
Debt Details Narrative
Convertible Note payable	$ 125,000
Convertible note agreement	240,350
Debt discount	$ 40,350

5. Derivative Liability (Detail

5. Derivative Liability (Details)	12 Months Ended
	Dec. 31, 2015
Volatility	102.00%
Dividend yield
Minimum [Member]
Risk-free interest rate	0.50%
Expected life (years)	10 months 24 days
Maximum [Member]
Risk-free interest rate	1.20%
Expected life (years)	2 years 10 months 24 days
September 15, 2015 [Member]
Volatility	112.00%
Risk-free interest rate	0.80%
Expected life (years)	2 years
Dividend yield
November 12, 2015 [Member]
Volatility	111.00%
Risk-free interest rate	0.80%
Expected life (years)	1 year 9 months 18 days
Dividend yield
December 2, 2015 [Member]
Volatility	103.00%
Risk-free interest rate	1.20%
Dividend yield
December 2, 2015 [Member] | Minimum [Member]
Expected life (years)	1 year
December 2, 2015 [Member] | Maximum [Member]
Expected life (years)	3 years

5. Derivative Liability (Deta32

5. Derivative Liability (Details 1) - USD ($)		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014
Beggining at December 31, 2015
Fair value of derivative upon issuance:
Fair value of derivative upon issuance of Convertible Note, Amount		$ 306,317
Fair value of derivative upon issuance of Convertible Note, Shares	[1]	3,586,915
Change in fair value at December 31, 2015		$ 50,237
Ending at December 31, 2015		356,554
September 2015 September Borrowing [Member]
Fair value of derivative upon issuance:
Fair value of derivative upon issuance of Convertible Note, Amount		$ 75,750
Fair value of derivative upon issuance of Convertible Note, Shares	[1]	633,690
September 2015 November Borrowing [Member]
Fair value of derivative upon issuance:
Fair value of derivative upon issuance of Convertible Note, Amount		$ 45,479
Fair value of derivative upon issuance of Convertible Note, Shares	[1]	422,460
December 2015 Conversion Feature [Member]
Fair value of derivative upon issuance:
Fair value of derivative upon issuance of Convertible Note, Amount		$ 43,713
Fair value of derivative upon issuance of Convertible Note, Shares	[1]	500,000
December 2015 Warrants [Member]
Fair value of derivative upon issuance:
Fair value of derivative upon issuance of Convertible Note, Amount		$ 141,475
Fair value of derivative upon issuance of Convertible Note, Shares	[1]	2,030,765
[1]	(1) Estimated number of shares issuable if the conversion feature or warrants were exercised as of December 31, 2015.

7. Equity (Details)

7. Equity (Details) - Warrants [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of Warrants
Outstanding, Beginning	19,114,765	12,901,955
Granted	10,446,539	6,612,810
Exercised	(1,084,597)	(400,000)
Forfeited or expired	(7,750,000)
Outstanding, Ending	20,726,707	19,114,765
Exercisable, Ending	20,726,707
Weighted Average Exercise Price
Outstanding, Beginning	$ 0.56	$ 0.56
Granted	0.35	0.58
Exercised	0.35	$ 0.35
Forfeited or expired	0.49
Outstanding, Ending	0.49	$ 0.56
Exercisable, Ending	$ 0.49
Weighted-average Remaining Life (Years)
Outstanding	1 year 10 months 24 days
Exercisable	1 year 10 months 24 days
Aggregate Intrinsic Value
Outstanding, Ending	$ 1,080
Exercisable, Ending	$ 1,080

7. Equity (Details Narrative)

7. Equity (Details Narrative) - shares	Dec. 31, 2015	Dec. 31, 2014
Equity Details Narrative
Number of shares of common stock to be issued	701,018	798,419

8. Share-based payments (Detail

8. Share-based payments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Share-based Payments Details
Nonemployee common stock	$ 602,507	$ 631,550
Nonemployee warrants - fully vested upon issuance	6,981	7,204,573
Nonemployee warrants - service and performance conditions	$ 52,056	264,919
Employee stock options - fully vested upon grant		7,950,000
Employee stock options - market price-based	$ 1,308,000	$ 2,321,000
Legal settlement - replacement warrants	1,764,450
Total share-based expense charged against income	$ 3,733,994	$ 18,372,042
Impact on net loss per common share: Basic and diluted	$ (0.06)	$ (0.32)

8. Share-based payments (Deta36

8. Share-based payments (Details 1)	Dec. 31, 2015shares
Common stock shares issued	650,000
Condition One [Member] | Nonemployee Common stock [Member]
Common stock shares issued	500,000
Condition Two [Member] | Nonemployee Common stock [Member]
Common stock shares issued	150,000

8. Share-based payments (Deta37

8. Share-based payments (Details 2) - Nonemployee Common stock warrants - Fully-vested [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of Warrants
Outstanding, Beginning	8,488,235	2,203,374
Granted	94,333	7,266,666
Exercised		(781,805)
Forfeited or expired	(918,000)	(200,000)
Outstanding, Ending	7,664,568	8,488,235
Exercisable, Ending	7,664,568
Weighted Average Exercise Price
Outstanding, Beginning	$ 0.69	$ 0.69
Granted	$ 0.48	0.74
Exercised		0.31
Forfeited or expired	$ 0.19	0.31
Outstanding, Ending	0.72	$ 0.69
Exercisable, Ending	$ 0.72
Weighted-average Remaining Life (Years)
Outstanding	2 years 2 months 12 days
Exercisable	2 years 2 months 12 days
Aggregate Intrinsic Value
Exercised
Forfeited or expired
Outstanding, Ending
Exercisable, Ending

8. Share-based payments (Deta38

8. Share-based payments (Details 3) - Nonemployee Common stock warrants - Fully-vested [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Minimum [Member]
Volatility	121.00%	208.00%
Risk-free interest rate	1.40%	0.60%
Expected life (years)	3 years	2 years 6 months
Dividend yield
Maximum [Member]
Volatility	173.00%	330.00%
Risk-free interest rate	1.60%	1.70%
Expected life (years)	4 years	5 years
Dividend yield

8. Share-based payments (Deta39

8. Share-based payments (Details 4) - Nonemployee Common stock warrants - Service and performance conditions [Member]	12 Months Ended
	Dec. 31, 2015shares
Common stock warrants issued	2,600,000
Vesting Condition One [Member]
Category	Performance
Common stock warrants issued	350,000
Vesting Condition Two [Member]
Category	Performance
Common stock warrants issued	1,530,000
Vesting Condition Three [Member]
Category	Service
Common stock warrants issued	720,000

8. Share-based payments (Deta40

8. Share-based payments (Details 5) - Nonemployee Common stock warrants - Service and performance conditions [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of Warrants
Outstanding, Beginning	3,000,000
Granted		3,000,000
Outstanding, Ending	3,000,000	3,000,000
Exercisable, Ending	760,000
Weighted Average Exercise Price
Outstanding, Beginning	$ 1.20
Granted		$ 1.20
Outstanding, Ending	$ 1.20	$ 1.20
Exercisable, Ending	$ 1.79
Weighted-average Remaining Life (Years)
Outstanding	1 year 10 months 24 days
Exercisable	2 years 10 months 24 days
Aggregate Intrinsic Value
Outstanding, Beginning
Granted
Outstanding, Ending
Exercisable, Ending

8. Share-based payments (Deta41

8. Share-based payments (Details 6) - Nonemployee Common stock warrants - Service and performance conditions [Member]	12 Months Ended
	Dec. 31, 2015$ / sharesshares
Number of Warrants
Nonvested, Beginning | shares	2,880,000
Vested | shares	(640,000)
Nonvested, Ending | shares	2,240,000
Weighted-average Grant Date Fair Value
Nonvested, Beginning | $ / shares	$ 0.98
Vested | $ / shares	0.92
Nonvested, Ending | $ / shares	$ 0.99

8. Share-based payments (Deta42

8. Share-based payments (Details 7) - Nonemployee Common stock warrants - Service and performance conditions [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Minimum [Member]
Volatility	102.00%	208.00%
Risk-free interest rate	0.90%	1.10%
Expected life (years)	3 years	3 years
Dividend yield
Maximum [Member]
Volatility	184.00%	322.00%
Risk-free interest rate	1.40%	1.70%
Expected life (years)	5 years	5 years
Dividend yield

8. Share-based payments (Deta43

8. Share-based payments (Details 8)	12 Months Ended
	Dec. 31, 2015USD ($)
Previously issued [Member] | Minimum [Member]
Volatility	81.00%
Risk-free interest rate	0.30%
Expected life (years)	1 year
Dividend yield
Previously issued [Member] | Maximum [Member]
Volatility	125.00%
Risk-free interest rate	0.60%
Expected life (years)	2 years
Dividend yield
Replacement [Member] | Minimum [Member]
Volatility	81.00%
Risk-free interest rate	0.10%
Expected life (years)	7 months 6 days
Dividend yield
Replacement [Member] | Maximum [Member]
Volatility	125.00%
Risk-free interest rate	0.50%
Expected life (years)	1 year 9 months 18 days
Dividend yield

8. Share-based payments (Deta44

8. Share-based payments (Details 9) - Employee stock options Fully-vested [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of Shares
Outstanding, Beginning	5,000,000
Stock options granted		5,000,000
Outstanding, Ending		5,000,000
Exercisable, Ending
Weighted Average Exercise Price per Share
Outstanding, Beginning	$ 2
Stock options granted		$ 2
Outstanding, Ending		$ 2
Exercisable, Ending
Aggregate Intrinsic Value
Outstanding, Beginning
Granted
Outstanding, Ending
Exercisable, Ending
Outstanding, Beginning	5,000,000
Stock options granted
Outstanding, Ending	5,000,000	5,000,000
Exercisable, Ending	5,000,000
Outstanding, Beginning	$ 2
Stock options granted
Outstanding, Ending	$ 2	$ 2
Exercisable, Ending	$ 2
Outstanding, Ending
Exercisable, Ending

8. Share-based payments (Deta45

8. Share-based payments (Details 10) - Employee stock options Fully-vested [Member]	12 Months Ended
	Dec. 31, 2014USD ($)
Volatility	325.00%
Risk-free interest rate	2.70%
Expected life (years)	10 years
Dividend yield

8. Share-based payments (Deta46

8. Share-based payments (Details 11) - Employee stock options Market price-based [Member]	12 Months Ended
	Dec. 31, 2015$ / sharesshares
Number of Options	5,000,000
1.50 [Member]
Market Price | $ / shares	$ 1.50
Number of Options	1,000,000
1.75 [Member]
Market Price | $ / shares	$ 1.75
Number of Options	1,000,000
2.00 [Member]
Market Price | $ / shares	$ 2
Number of Options	1,000,000
2.25 [Member]
Market Price | $ / shares	$ 2.25
Number of Options	1,000,000
2.50 [Member]
Market Price | $ / shares	$ 2.50
Number of Options	1,000,000

8. Share-based payments (Deta47

8. Share-based payments (Details 12) - Employee stock options Market price-based [Member]	12 Months Ended
	Dec. 31, 2014
Volatility	300.00%
Risk-free interest rate	1.70%
Expected life (years)	5 years

8. Share-based payments (Deta48

8. Share-based payments (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Common Stock issued for services, Value	$ 602,507	$ 631,550
Intrinsic value of fully-vested common stock warrants	1,059,248
Recognized expense	64,540
Unrecognized expense	$ 1,165,000
Options vested		1,000,000
Options exercisable	1,000,000
UPT management agreement [Member]
Fair value of unearned shares of common stock	$ 117,000
Investor relations agreement [Member]
Recorded expense	$ 61,200	$ 91,800
Nonemployee Common stock warrants - Fully-vested [Member]
Fully-vested common stock warrants granted		1,059,248
Financing advisory services [Member]
Recognized expense		$ 200,379
Fair value of warrants		$ 352,000
Employee stock options Fully-vested [Member]
Fully-vested common stock warrants granted		7,950,000
Nonemployee Common stock [Member]
Common Stock issued for services, Shares	175,000	445,000
Common Stock issued for services, Value	$ 31,300	$ 539,750
Nonemployee Common stock warrants - Service and performance conditions [Member]
Common stock warrants under the service condition vested	240,000	120,000
Recognized expense	$ 52,056	$ 64,540
Unrecognized expense	119,019
Employee stock options Market price-based [Member]
Unrecognized cost	$ 4,254,000

9. Income Taxes (Details)

9. Income Taxes (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details
Net operating loss carry forward	$ 7,582,195	$ 6,189,094
Equity-based instruments	8,946,178	7,727,432
Accrued liabilities	85,329	106,556
Valuation allowance	$ (16,613,702)	$ (14,023,082)
Deferred tax asset

9. Income Taxes (Details 1)

9. Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details 1
Income tax benefit at statutory rate	$ (2,353,853)	$ (8,015,585)
State income tax, net of Federal benefit	(251,309)	(855,782)
Meals and entertainment	14,542	16,984
Increase in valuation allowance	$ 2,590,620	$ 8,854,383
Income tax benefit

9. Income Taxes (Details Narrat

9. Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2015
Income Taxes Details Narrative
Net operating loss carryforwards expire beginning period	2,032

10. Net Loss per Share (Details

10. Net Loss per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Net Loss Per Share Details
Net loss available for stockholders	$ (6,923,100)	$ (23,562,979)
Weighted average outstanding shares of common stock	64,586,781	56,742,881
Dilutive effect of stock options and warrants
Common stock and equivalents	64,586,781	56,742,881
Net loss per share - Basic and diluted	$ (0.11)	$ (0.42)

10. Net Loss per Share (Detai53

10. Net Loss per Share (Details 1) - shares	Dec. 31, 2015	Dec. 31, 2014
Net Loss Per Share Details
Stock options	10,000,000	10,000,000
Common stock warrants	29,651,275	29,518,403
Common stock issuable	701,018	729,328
Common stock issuable - warrants	226,191	729,328
Convertible notes	3,586,915
Convertible preferred stock	6,800,000	7,000,000
Total	50,965,399	47,977,059
Total exercisable at December 31	46,038,190	34,097,059