Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | COOL TECHNOLOGIES, INC. | |
Entity Central Index Key | 1,399,352 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
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 | 152,383,654 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 456,545 | $ 62,291 |
Prepaid expenses and other assets | 46,999 | |
Total current assets | 503,544 | 62,291 |
Intangibles | 182,082 | 166,402 |
Equipment, net | 52,212 | 71,664 |
Total assets | 737,838 | 300,357 |
Current liabilities: | ||
Accounts payable | 1,693,239 | 1,595,883 |
Accrued liabilities – related party | 496,534 | 553,953 |
Customer deposits – related party | 400,000 | 400,000 |
Accrued payroll taxes | 106,917 | 93,512 |
Debt, current portion, net of debt discount | 1,042,812 | 825,170 |
Derivative liability | 20,740 | 4,851,760 |
Total current liabilities | 3,760,242 | 8,320,278 |
Debt, long-term portion, net of debt discount | 23,627 | 18,311 |
Total liabilities | 3,783,869 | 8,338,589 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $.001 par value; 15,000,000 shares authorized; 2,727,303 and 3,636,360 Preferred A and Preferred B shares issued and outstanding at September 30, 2017 and December 31, 2016, Respectively | 2,727 | 3,636 |
Common stock, $.001 par value; 350,000,000 shares authorized; 146,016,834 and 111,438,236 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 144,444 | 110,865 |
Preferred stock payable | 51,000 | |
Common stock payable | 554,000 | |
Additional paid-in capital | 40,517,316 | 31,981,116 |
Common stock issuable | 0 | 125,500 |
Common stock held in escrow | 8,441 | 8,441 |
Accumulated deficit | (44,222,918) | (40,188,414) |
Total deficit | (2,995,990) | (7,997,856) |
Noncontrolling interest in subsidiary | (50,041) | (40,376) |
Total stockholders' deficit | (3,046,031) | (8,038,232) |
Total liabilities and stockholders' deficit | $ 737,838 | $ 300,357 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 2,727,303 | 3,636,360 |
Preferred stock shares outstanding | 2,727,303 | 3,636,360 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 350,000,000 | 350,000,000 |
Common stock shares issued | 146,016,834 | 111,438,236 |
Common stock shares outstanding | 146,016,834 | 111,438,236 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Condensed Consolidated Statements Of Operations | ||||
Revenues | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating expenses | ||||
Payroll and related expenses | 132,754 | 129,668 | 397,702 | 540,320 |
Consulting | 309,968 | 157,500 | 641,997 | 1,523,041 |
Professional fees | 72,210 | 33,113 | 176,493 | 241,488 |
Research and development | 77,034 | 156,484 | 188,832 | 175,739 |
General and administrative | 92,152 | 63,130 | 235,190 | 661,420 |
Total operating expenses | 684,118 | 539,895 | 1,640,214 | 3,142,008 |
Operating loss | (684,118) | (539,895) | (1,640,214) | (3,142,008) |
Other income (expense): | ||||
Interest expense, net | (295,064) | (207,087) | (861,409) | (1,023,819) |
Change in fair value of derivative liability | (5,148) | 409,994 | (1,542,548) | 1,164,807 |
Loss on Extinguishment of Debt | (56,221) | (628,510) | ||
Net loss | (984,330) | (393,209) | (4,044,171) | (3,629,530) |
Less: Noncontrolling interest in net loss | (3,276) | (3,389) | (9,665) | (9,134) |
Net loss to shareholders | $ (981,054) | $ (389,820) | $ (4,034,506) | $ (3,620,396) |
Net loss per common share: Basic and diluted | $ (0.01) | $ (0.005) | $ (0.03) | $ (0.04) |
Weighted average common shares outstanding: Basic and diluted | 137,153,770 | 84,142,499 | 123,840,788 | 80,677,522 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 63 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | |
Operating Activities: | |||||
Net loss | $ (984,330) | $ (393,209) | $ (4,044,171) | $ (3,629,530) | $ (44,222,918) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Stock issued for services | 115,329 | 332,090 | |||
Warrants issued for services | 204,597 | 1,188,933 | |||
Loss on extinguishment of debt | 56,221 | 628,510 | |||
Employee stock options | 327,000 | ||||
Non-cash interest expense | 47,737 | 307,097 | |||
Change in fair value of derivative liability | 5,148 | (409,994) | 1,542,548 | (1,164,807) | |
Amortization of debt discount | 791,528 | 657,426 | |||
Depreciation expense | 19,452 | 19,452 | |||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (46,999) | 95,175 | |||
Accounts payable | 97,356 | 291,444 | |||
Accrued liabilities - related party | (57,419) | 54,732 | |||
Accrued payroll liabilities | 13,405 | 59,775 | |||
Net cash used in operating activities | (1,316,637) | (832,703) | |||
Investing Activities: | |||||
Intangible assets | (15,680) | (7,736) | |||
Net cash used in investing activities | (15,680) | (7,736) | |||
Financing Activities: | |||||
Proceeds from issuance of notes payable | 574,985 | ||||
Payment of notes payable | (14,414) | ||||
Issuance of common stock for cash, net of costs | 1,166,000 | ||||
Proceeds from sale of common stock | 555,500 | ||||
Proceeds from debt | 643,347 | ||||
Payments on debt | (368,563) | ||||
Net cash provided by financing activities | 1,726,571 | 830,284 | |||
Net increase (decrease) in cash | 394,254 | (10,155) | |||
Cash, beginning of period | 62,291 | 10,882 | |||
Cash, end of period | $ 456,545 | $ 727 | 456,545 | 727 | $ 456,545 |
Supplemental cash flow information: | |||||
Cash paid for: Interest | 14,133 | 27,092 | |||
Cash paid for: Income taxes | |||||
Non-cash investing and financing activities: | |||||
Derivative liability offset by debt discount | 54,985 | 281,329 | |||
Reduction of common stock payable by issuing Stock | 105,000 | 465,400 | |||
Reduction of preferred stock payable by issuing stock | 51,000 | ||||
Debt and interest settled for common stock | 492,340 | $ 1,014,756 | |||
Reclassification of common share equivalents to additional paid-in capital | $ (6,364,224) |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
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 are commercializing a parallel power gearing system around which we have designed a mobile power generation system that retrofits onto Class 3 to 7 work trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently own one trademark: 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 two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology. As of September 30, 2017, we have seven US patents, one granted Mexican patent, four pending applications and one filed provisional application 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 a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers; and by licensing a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners. On May 25, 2017, the company received its first order: 10 mobile power generation systems. Basis of Presentation The accompanying condensed consolidated balance sheet as of September 30, 2017, has been derived from audited financial statements. They include the accounts of Cool Technologies, Inc. and Ultimate Power Truck, LLC. Intercompany accounts and transactions have been eliminated. 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. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. 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 for the year ended December 31, 2016.. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $44,222,918 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 will have to obtain additional debt and / or equity financing; however, we cannot provide investors with assurance that we will be able to raise sufficient capital to fund our operations. 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. Recently Adopted Accounting Guidance In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standards core principle (issued as ASU 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The adoption of ASU 2014-15 did not materially impact our consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has elected to adopt the methodologies prescribed by ASU 2014-15. The adoption of ASU 2014-15 had no material effect on its financial position or results of operations. In March 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company adopted ASU 2015-03 during the year ended December 31, 2016. The adoption of ASU 2015-03 had no material effect on its financial position or results of operations or cash flows. In April 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 had no material effect on its financial position or results of operations or cash flows. Recent Accounting Guidance Not Yet Adopted In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Customer deposits _ Related par
Customer deposits – Related party | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 2 - 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 Cool Technologies. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 3 - Debt | Debt consists of the following: September 30, 2017 December 31, 2016 Notes payable -- original issue discount $ 225,000 $ 225,000 Convertible notes payable 798,603 641,129 Test vehicle financing 47,396 61,811 Note payable related party 237 237 Note payable UPT minority owner 250,000 250,000 1,321,236 1,178,177 Debt discount (254,797 ) (334,696 ) 1,066,439 843,481 Less: current portion (1,042,812 ) (825,170 ) Long-term portion $ 23,627 $ 18,311 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 was payable in full on March 31, 2016. In the event of default, the interest rate will be 18% per annum. Negotiations to extend the maturity date commenced before the end of March and were concluded with the signing of the Forbearance and Amendment Agreement on April 28, 2016. $377,142 and $102,857 for a total of $480,000 plus a forbearance fee of $5,000 payable to each holder of a note payable. In exchange, the holders agreed to refrain from taking legal action until May 16, 2016. An Extension and Amendment Agreement signed on May 23, 2016 extended the Maturity Date of one of the Note until September 30, 2016. And amended Conversion Rights at a price equal to 75% of the VWAP for the preceding 12 business days. The outstanding principal amount including interest, forbearance fees, liquidated damages and expenses was amended to $458,571 from the previous $382,142 and the original $314,285. The second note holder exchanged his debt with a third party for a payment of $104,801 on May 24, 2016. A series of conversions from June 7 to August 15, 2016 reduced the outstanding principal to the remaining noteholder to $60,751. The note was extinguished with a payment on August 26, 2016. Convertible notes payable August 2016 Convertible Note The note may be converted at any time into shares of the common stock at the conversion price pursuant to the terms of the note. The buyer may not, however, convert more than 50% of the notes purchase price prior to September 30, 2016. On April 18, 2017, the buyer converted $28,300 into 1,132,000 shares of common stock. November 2016 Convertible Note On May 22, 2017, a total of $35,000 were converted into 500,000 shares of common stock. On June 9, 2017, the company signed an amendment to the convertible promissory note which extended the maturity date to August 10, 2017 and reduced the conversion price from $0.07 to $0.05 per share. Subsequent to the signing of the amendment, from June 6 to June 15, 2017, a total of $55,000 were converted into 1,100,000 shares of common stock. On June 28, 2017, the buyer converted $25,500 into 510,000 shares of common stock and the note was retired. December 2016 Convertible Notes The Notes may be prepaid in whole or in part by the Company at a 115% premium if within 120 days of the issue date or 125% after 120 days of the issue date. The Notes are convertible into common stock at a 30% discount to the lowest trading price for the ten trading days immediately prior to the delivery of a conversion notice, provided that the conversion price will not be less than $0.06 per share. The Note Purchase Agreement also provides that it is an event of default if the Company does not obtain FINRAs approval to effectuate a 1:15 reverse stock split no later than January 15, 2017, which was extended to January 20, 2017, then extended to February 15, 2017 and further extended to April 24, 2017. As part of the last extension to April 24, 2017, Bellridge agreed to add an increase in the authorized share capital of the Company as another method to avoid the triggering of an event of default. The increase in amounts required under the Notes held by Bellridge necessitated that the Company amend its Articles of Incorporation. This was accomplished on March 22, 2017. The Company also agreed to reserve the greater of (i) 1,000,000 shares of common stock or (ii) 300% of the maximum aggregate number of shares issued or issuable. The Company determined that the conversion feature meets the requirements for derivative treatment and has recorded a derivative liability and a corresponding debt discount on the consolidated balance sheet. On May 3, 2017, we issued an aggregate of 1,411,426 shares of common stock to Bellridge Capital, LLC upon the exercise of the $150,000 principal amount of convertible promissory notes issued to Bellridge on December 6, 2016. The Note in the principal amount of $100,000 was converted into an aggregate of 941,867 shares of the Companys common stock, which included 17,226 shares representing accrued interest of $1,863.01. The Note in the principal amount of $50,000 was converted into an aggregate of 469,559 shares of the Companys common stock, which included 7,219 shares representing accrued interest of $780.82. February Convertible Note On August 15, 2017, we issued 186,643 shares of our common stock pursuant to the terms of a securities purchase agreement entered into on February 7, 2017, which required the issuance of additional inducement shares if the price of our common stock decreased six months from the date of the agreement so that the aggregate value of the shares issued on the closing date would equal the aggregate value of the shares after six months. On August 24, 2017, the company signed an amendment to the convertible promissory note which extended the maturity date until September 30, 2017 and reduced the conversion price from $0.08 to $0.05 per share. Subsequent to the signing of the amendment, from August 25 to September 20, 2017, a total of $72,500 were converted into 1,450,000 shares of common stock. On September 27, 2017, the buyer converted $25,000 into 816,000 shares of common stock and the note was retired. On August 15, 2017, we issued 186,643 shares of our common stock to Lucas Hoppel pursuant to the terms of a securities purchase agreement entered into on February 7, 2017, which required the issuance of additional inducement shares if the price of our common stock decreased six months from the date of the agreement so that the aggregate value of the shares issued on the closing date would equal the aggregate value of the shares after six months. March 2017 Convertible Note The Note may be prepaid in whole or in part at a 115% premium if within 120 days of the issue date or 125% after 120 days of the issue date. The Note is convertible into common stock at a 30% discount to the lowest trading price for the ten trading days immediately prior to the delivery of a conversion notice, provided that the conversion price will not be less than $0.06 per share. After 180 days the conversion floor of $0.06 expired. The Note was converted in full and 1,382,889 shares and 434,836 shares of common stock were issued to Bellridge on September 14, 2017 and September 26, 2017, respectively. April Convertible Note On October 16, 2017, the company signed an amendment to the convertible promissory note which extended the maturity date until December 31, 2017 and reduced the conversion price from $0.10 to $0.05 per share. Subsequent to the signing of the amendment, on October 25, 2017, $25,000 was converted into 500,000 shares of common stock. August Convertible Note Test Vehicle Financing In October 2014, the Company 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 On February 3, 2016, an agreement was signed with the Secretary of Cool Technologies to retire a non-interest bearing note that was due on demand. The note was retired with the issuance of 143,187 shares of restricted common stock on June 24, 2016. 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, 2017 652,714 2018 413,725 2019 (0 ) $ 1,066,439 |
Derivative Liability
Derivative Liability | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 4 - Derivative Liability | Under the terms of the May 2016, December 2016, February 2017, March 2017, April 2017, August 2017 Convertible Notes, we identified derivative instruments arising from embedded conversion features. 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 dates: Nine Months Ended September 30, 2017 Volatility 122199 % Risk-free interest rate 0.541.31 % Expected life (years) 0.151.67 Dividend yield -- Changes in the derivative liability were as follows: Nine Months Ended September 30, 2017 Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities at December 31, 2016 -- -- $ 4,851,760 Conversions of convertible debt -- -- (316,245 ) Issuance of convertible debt and other derivatives -- -- 306,901 Reclassification of common share equivalents to additional paid-in-capital -- -- (6,364,224 ) Change in fair value -- -- 1,542,548 Convertible debt and other derivative liabilities at September 30, 2017 $ -- $ -- $ 20,740 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 5 - 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 condensed consolidated 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 our original Settlement Agreement with Spirit Bear. 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 14,028,385 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 November 4, 2016, Spirit Bear agreed to the withdrawal of the registration statement in exchange for confirmation that the warrants owned by Spirit Bear and its associate which were subject to a separate court action shall not expire even if the court action continued beyond the warrants initial expiration date. The registration had not been declared effective by the SEC and the Company filed a request to withdraw the Registration Statement on November 14, 2016. 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 has 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. On October 22, 2015, however, Peak Finance, LLC ("Peak Finance") filed a Motion to Intervene in the action seeking, among other things, approval to file a new derivative Complaint in this matter. The Company has opposed this Motion. On August 31, 2015, the Company received notice of a summons in the matter styled Peak Finance, Derivatively on Behalf of Nominal Defendant, HPEV, Inc. v. Hassett, et al., No. 2:15-cv-01590-GMN-CWH, filed in the United States District Court for the District of Nevada (the "Peak Finance Claim"). Plaintiff Peak Finance, LLC ("Peak Finance") alleges that certain members of the Company's Board of Directors and officers caused a misleading proxy statement to issue and breached alleged fiduciary duties from and after June 18, 2013. Peak Finance further alleges that its claim is related to the Spirit Bear Lawsuit described above. The Company has not determined that there is any merit to the allegations, and has decided to submit the claims to an Independent Director Committee consisting of Directors Christopher McKee, Richard J. "Dick" Schul, and Donald Bowman for their review and consideration. Additionally, on September 28, 2015, the Company filed a motion to dismiss the initial Complaint filed by Peak Finance. On October 22, 2015, rather than oppose the motion to dismiss, Peak Finance filed an amended complaint in this case in addition to the Motion to Intervene in the pending Spirit Bear litigation set forth above. On November 9, 2015, the Company filed a new motion to dismiss the first amended complaint filed by Peak Finance on October 22, 2015. 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 not been completed. The Court further ordered another hearing to consider the DASA on April 1, 2016. On April 1, 2016, Peak Finance and the Company advised the Court that they had agreed in principle to a settlement that would include withdrawal of Peak Finance's objection to the DASA. On April 20, 2016, the parties filed a Stipulation and Proposed Order for Withdrawal of Objection to DASA, which was granted by the Court on April 21, 2016. On May 3, 2016, the Court issued an Order, which fully and finally approved the DASA and dismissed the Peak Finance and the Spirit Bear cases, with prejudice. On May 17, 2016, the Company filed a document to show cause as to the effect of the Stipulation and Proposed Order Regarding Settlement on the pending Motion to Dismiss Amended Complaint. Also on May 17, 2016, Peak Finance and the Company filed a Stipulation and Proposed Order to Modify Stay of Proceedings so that the stay issued on January 6, 2016 could be modified in order to permit the Court to consider the Stipulation and Proposed Order Regarding Settlement and for the Court and all parties to take all necessary actions to seek final approval of a settlement prior to the Court ruling on the pending Motion to Dismiss. On October 11, 2016, the United States District Court, District of Nevada orally approved the derivative action settlement agreement (Peak Settlement Agreement) reached in Peak Finance, LLC v. Timothy J. Hassett et. al., Case No. 2:15-cv-01590-GMN-CWH. Noting that no non-party shareholder filed any objections to the Peak Settlement Agreement, the District Court specifically found that it is fundamentally fair, reasonable and adequate and serves the best interest of the Company. The Court further directed that counsel for the parties prepare a proposed formal written order finally approving the Peak Settlement Agreement and dismissing the case. On October 20, 2016, the Derivative Action Settlement Agreement was formally approved and the case was formally dismissed with prejudice. Subsequent to the dismissal, an Independent Directors Committee consisting of directors Christopher McKee, Richard J. "Dick" Schul and Donald Bowman reviewed the allegations made by Peak Finance, LLC to determine a proper corporate response. On December 6, 2016, a quorum of the members of the Independent Directors Committee met with Peak Finance, LLC in New York City, to fulfill the judges final orders. No further action is required by the Company in this matter. On October 7, 2016, the Company received a complaint, Wang et al v. Cool Technologies, Inc. et al, filed on July 28, 2016 in the U.S. District Court for the Eastern District of New York (Brooklyn) Civil docket #1:16CV04101RRMPK alleging damages of $1,100,000 for inter alia breach of contract for failing to register shares sold to the Plaintiffs in February and March 2014. On March 30, 2017, the Company and Timothy Hassett, the Companys Chief Executive Officer, requested leave of the court to move to dismiss the matter, on both Substantive and Jurisdictional grounds. On April 13, 2017, the Honorable Roslynn R. Mauskopf granted leave to renew our March 30, 2017 request for a pre-motion conference after the initial conference before Magistrate Judge Kuo. At the initial conference, Corporate counsel informed the court that the Company, in fact, filed a registration statement for said shares in July 2014 and the Warrants were in the possession of Plaintiff Gary Zse Kong J.D. and located on his computer and printed at his office in the Law Offices of Gary Park. Magistrate Judge Peggy Kuo directed plaintiff to file an amended complaint and directed plaintiff Gary Sze Kong to preserve all computer and other records which may still be at the Law Offices of Gary Park. Defendants were also granted leave to subpoena such records if they are no longer under the control of Plaintiff Kong. On June 30th Plaintiff filed an attorney verified amended complaint inter alia admitting that the company registered the shares. On August 7, 2017, Corporate Counsel requested leave for a pre-motion conference to move to dismiss the matter. On October 10, 2017, the Honorable Magistrate Judge Roslynn R. Mauskopf issued an order that by October 17, 2017, plaintiffs shall file a letter with the Court setting forth the legal and factual bases on which they intend to oppose the defendants' proposed motion to dismiss. As of October 17, 2017, the Plaintiff has not complied with the Courts order. From time to time, the Company may be a party to other legal proceedings. Management currently believes that the ultimate resolution of these other matters, if any, 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 | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 6 - Equity | Preferred Stock The Company has 15,000,000 preferred shares authorized and 33 Series A and 2,727,270 Series B preferred shares issued and outstanding as of September 30, 2017. On August 12, 2016, the Company entered into a Securities Purchase Agreement with four accredited investors pursuant to which it sold 3,636,360 shares of the Companys Series B Convertible Preferred Stock. Each share of the preferred stock is convertible into one share of companys common stock. The conversion price of the preferred stock is equal to the $0.055. In addition to the preferred stock, the Securities Purchase Agreement included warrants to purchase (i) 3,636,360 shares of the Companys common stock at an exercise price of $0.07 per share. The aggregate purchase price of the preferred stock and warrants was $200,000, of which $150,000 was paid in cash and $50,000 was paid in services. In connection with the sale of the Preferred Stock, on October 20, 2016, the Company filed with the Secretary of the State of Nevada, an amended Certificate of Designations of the Rights, Preferences, Privileges and Restrictions, which have not been set forth in the Certificate of Designation of the Series B Convertible Preferred Stock nor the first Amendment to Certificate of Designation filed on August 12, 2016. The preferred stock has the same rights as if each share of Series B Convertible Preferred Stock were converted into one share of common stock. For so long as the Series B Convertible Preferred Stock is issued and outstanding, the holders of such Series B Convertible Preferred Stock vote together as a single class with the holders of the common stock and the holders of any other class or series of shares entitled to vote with the common stock, with the holders of Series B Stock being entitled to 66 2/3% of the total votes on all such matters. In the event of the death of a holder of the Class B Preferred Stock, or a liquidation, winding up or bankruptcy of a holder which is an entity, all voting rights of the Class B Preferred Stock shall cease. The holder of any shares of Class B Preferred Stock have the right to convert their shares into common stock at any time, in a conversion ratio of one share of common stock for each share of Class B Preferred. If the Corporations common stock trades or is quoted at a price per share in excess of $2.25 for any twenty consecutive day trading period, the Class B Preferred Stock will automatically be convertible into the common stock of the Corporation in a conversion ratio of one share of Common Stock for each share of Class B Preferred. The holders of Class B Preferred Stock are not entitled to receive any distributions in the event of any liquidation, dissolution or winding up of the Corporation. The warrants cannot be exercised on a cashless basis. On October 31 and November 1, 2016, three of the accredited investors provided $51,000 to the company. Pursuant to signed approval from the investors, on July 25, 2017, we issued 309,090 shares of common stock to each of the investors. On May 8, 2017, Inverom Corporation converted its 909,090 Series B preferred shares into 909,090 shares of common stock. The represented all of the shares of Series B stock held by Inverom Corporation. Preferred stock issuable on the consolidated balance sheet represents preferred stock to be issued for either cash received or services performed. As of September 30, 2017 and 2016, the number of shares of preferred stock to be issued was 0. Spirit Bear, a related party, holds 30 shares of our Series A preferred stock and KHIC, Inc., a related party, holds the remaining 3 shares of our Series A 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. On February 10, 2017, the board of directors and the holders of Series B Preferred shares voted to amend the Articles of Incorporation and increase the number of authorized shares to 350,000,000. Amending the Articles of Incorporation requires an affirmative vote from the holders holding at least a majority of the voting rights of the outstanding common stock. As per an amended and restated Certificate of Designation filed with the state of Nevada on October 31, 2016, the holders of Series B Preferred shares are entitled to sixty-six and two-thirds percent (66 2/3%) of the total votes on all such matters that shareholders are allowed to vote on. Common stock issuable on the condensed consolidated balance sheet represents common stock to be issued for either cash received or services performed. As of September 30, 2017 and December 31, 2016, the number of shares of common stock to be issued was 291,000 and 125,000 shares, respectively. 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 September 30, 2017, and changes during the period then ended is presented below: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 34,045,467 $ 0.30 Granted 23,441,558 0.08 Forfeited or cancelled (12,038,264 ) 0.24 Outstanding, September 30, 2017 45,448,771 0.20 2.2 $ 114,000 Exercisable, September 30, 2017 45,448,771 0.20 2.2 $ 114,000 Included in the warrants granted and cancelled above are 3,729,164 warrants for which the life was extended by one year, for which the Company recorded expense of $660,000. |
Share-based payments
Share-based payments | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 7 - Share-based payments | Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Nine months ended September 30, 2017 2016 Nonemployee common stock $ 115,329 $ -- Nonemployee preferred Series B -- 50,000 Nonemployee warrants fully-vested upon issuance 198,479 445,390 Nonemployee warrants service and performance conditions 6,118 18,392 Employee common stock -- -- Employee stock options market price-based -- 327,000 Total share-based expense charged against income $ 319,926 $ 840,782 Impact on net loss per common share: Basic and diluted $ (0.00 ) $ (0.01 ) Nonemployee common stock UPT management agreement In July, 2014, the Company 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 As of September 30, 2017, and from the date of the agreement, meeting these conditions was not deemed probable, so no expense was recognized under this agreement and no common stock was issued. 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, the Company 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 $31,200, during the quarter ended March 31, 2015, for the issuance of 60,000 shares. In January, 2016, we entered into an agreement with a company, which subsequently became a shareholder, to provide investor relations services. Under the terms of this agreement, the Company agreed to issue 150,000 one year warrants per month through February 2016, for a total of 300,000 warrants. In March 2016, we renewed the agreement through December 2016. Under the terms of the renewed agreement, the Company agreed to issue 50,000 restricted common shares and 150,000 one year warrants each month for three months. Thereafter, we agreed to issue 100,000 restricted common shares and 100,000 warrants each month for the duration of the renewed agreement. A total of 2,000,000 restricted common shares and warrants are due to be issued under the renewed agreement. The warrants were priced based upon the closing bid price on the last day of the previous month before issuance. The shares were priced based upon the closing bid price on the day of issuance. Warrants were issued for services rendered during the months of January, February, March and April. Twenty-five thousand shares were issued for services rendered during the month of March. Therefore, the exercise prices of the warrants are $0.18, $0.22, $0.40 and $0.30, respectively, and the shares were priced at $0.38. A total of 1,675,000 restricted common shares and warrants remain to be issued. Other During the quarters ended September 30, 2017 and 2016, the Company issued no other shares of common stock in exchange for services. 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. Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 10,866,071 0.72 Granted 3,050,000 0.09 Forfeited or expired (3,270,235 ) 0.58 Outstanding, September 30, 2017 10,645,836 0.35 2.5 $ 6,000 Exercisable, September 30, 2017 10,645,836 0.35 2.5 $ 6,000 On June 28, 2017, we issued three year warrants to purchase at total of 500,000 shares of common stock at an exercise price of $0.07 per to six individuals who provide services to the company. We recognized $27,727 of expense for these warrants. Volatility 144 % Risk-free interest rate 1.5 % Expected life (years) 3.0 Dividend yield -- Financing Advisory Services In January 2016, the Company modified the terms of previously issued warrants and issued additional warrants to a company that provides us with financial consulting services. We lowered the exercise price on 2,533,000 warrants to $0.30 per share for warrants that previously had exercise prices ranging from $0.56 to $2.50 per share. As a result of modifying the previously issued warrants, the Company recognized expense of $64,000. We also issued 1,266,503 additional warrants with an exercise price of $0.30 per share that expire in five years, for which the Company recognized expense of $246,500. The following summarizes the Black-Scholes assumptions used to estimate the fair value of these common stock warrants: Replacement Warrants Additional Warrants Volatility 133 182 % 204 % Risk-free interest rate 1.1 1.3 % 1.4 % Expected life (years) 3.0 4.3 5.0 Dividend yield -- -- Board of Advisors In February 2016, the Company issued three year warrants to purchase 400,000 shares of common stock at an exercise price of $0.27 per share and 200,000 shares of common stock at an exercise price of $0.31 per share, to five individuals serving on our board of advisors. We recognized $134,890 of expense for these warrants. The following summarizes the Black-Scholes assumptions used to estimate the fair value of these common stock warrants: Volatility 127 % Risk-free interest rate 0.9 % Expected life (years) 3.0 Dividend yield -- Board of Directors In September 2017, the Company issued three-year warrants to purchase 200,000 shares of common stock at an exercise price of $0.08536 per share to six individuals serving on our board of directors. We recognized $81,222 of expense for these warrants. The following summarizes the Black-Scholes assumptions used to estimate the fair value of these common stock warrants: Volatility 145 % Risk-free interest rate 1.55 % Expected life (years) 3.0 Dividend yield -- Nonemployee common stock warrants -- Service and performance conditions UPT management agreement In July, 2014, the Company 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 Total 2,600,000 Vested September 30, 2017 (720,000 ) Nonvested September 30, 2017 1,880,000 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 September 30, 2017, and since the date of the agreement, we have not deemed it probable that the performance conditions will be met, so no expense was recognized and no common stock warrants vested. During the three months ended September 30, 2017 and 2016, 60,000 of the common stock warrants under the service condition vested with the passage of time and the Company recognized expense of $6,118 and $18,392, respectively. Financing advisory services In March 2014, the Company 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 would be met. Accordingly, during the year ended December 31, 2014, the Company recognized estimated expense of $200,379. As of September 30, 2015, the service conditions were met and the award was re-valued at $179,964, resulting in a reduction in expense of $20,415 during the quarter ended September 30, 2015. Employee stock options Fully-vested The Company granted no additional fully-vested options during the three months ended September 30, 2017. Employee stock options Market-based The Company granted no additional options that vest upon the achievement of certain stock prices during the three months ended September 30, 2017. No additional non-vested market-based options vested during the quarter ended September 30, 2017. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 8 - 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, 2017 2016 2017 2016 Net loss available for stockholders $ (981,054 ) $ (389,820 ) $ (4,034,506 ) $ (3,620,396 ) Weighted average outstanding shares of common stock 137,153,770 84,143,586 123,840,788 80,677,887 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 84,143,586 84,143,586 80,677,887 80,677,887 Net loss per share Basic and diluted $ (0.01 ) $ (0.005 ) $ (0.03 ) $ (0.04 ) Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. September 30 2017 2016 Stock options 4,000,000 4,000,000 Common stock warrants 71,175,986 51,317,075 Common stock issuable 7,420,635 390,412 Convertible notes 20,169,776 15,698,045 Convertible preferred stock 4,377,270 6,100,000 Convertible preferred stock issuable -- 3,636,360 Total 106,743,667 81,141,892 Total exercisable at September 30 99,323,032 77,115,120 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Note 9 - Subsequent Events | On October 11, 2017, we issued 377,097 shares of our common stock pursuant to the terms of a securities purchase agreement entered into on April 5, 2017, which required the issuance of additional inducement shares if the price of our common stock decreased six months from the date of the agreement so that the aggregate value of the shares issued on the closing date would equal the aggregate value of the shares after six months. On October 25, 2017, we issued 500,000 shares of our common stock upon partial conversion of $25,000 on convertible debt of $165,000 by Lucas Hoppel. On October 26, 2017, we engaged the services of Barron and Associates, LLC as an independent agent for generating revenue and investment funding. Pursuant to the Independent Agent Agreement, Barron and Associates, received one block of 1,000,000 warrants with an exercise price of $0.05 and a three-year maturity. The warrants do not offer a cashless option. For each agreement in principle accepted and signed by the Company, Barron will also be eligible to receive a block of warrants to be issued on a sliding scale. For the first agreement, the Agent will be eligible to receive a warrant to purchase 1,000,000 shares of restricted common stock. For each subsequent agreement, the block of warrants that the Agent will be eligible to receive will be reduced by half. The exercise price of the first warrant will be $0.05 with a three-year maturity and no cashless option. Each subsequent warrant will carry the same terms as the first warrant, with the exception of the exercise price, which will equal the closing price of the Companys common stock on the day the agreement in principle is accepted and signed by the company. The warrants for the first agreement which was indicated to be Jatropha, Inc. would be delivered upon the signing of the Jatropha agreement. The warrants for all subsequent agreements in principle will be paid out on each $250,000 of net revenue shipped by the company in fulfillment of the respective agreement. In addition, for the first 18 months of the Independent Agent Agreement, Barron will receive a commission of 10% of the net revenues from opportunities and customers introduced to and registered with the company. At any time after that, Barron will be entitled to a commission of 5% of net revenues. Either party may terminate the agreement at any time without cause. Upon termination, the agent will continue to receive commission based on orders for up to six months. On November 7, 2017, we accepted and signed an agreement with Jatropha (see below). Therefore, Barron was issued received one block of 1,000,000 warrants with an exercise price of $0.05 and a three-year maturity. On October 31, 2017, we issued 750,000 shares of our common stock upon partial conversion of $37,500 on convertible debt of $165,000 by Lucas Hoppel. On November 1, 2017 we entered into a Securities Exchange Agreement and General Release with Black Mountain Equities, Inc. Previously, on September 30, 2016, Black Mountain received a Secured Promissory Note for $45,000 with 5% annual interest redeemable in cash. The Note was originally due to mature on June 30, 2017. It was subsequently extended with no change in terms until September 30, 2017 and then again until November 30, 2017. On November 1, 2017, the total principal and interest reached $47,451.68. In lieu of repaying the principal and interest in cash, the Company agreed to issue 949,034 shares in full repayment of the note and to issue another 10,880 shares to Black Mountain as an inducement to sign the Exchange Agreement, thereby, making the total number of shares to be issued 959,914. On November 3, 2017, we issued 750,000 shares of our common stock upon partial conversion of $37,500 on convertible debt of $165,000 by Lucas Hoppel. On November 3, 2017, we issued 302,506 shares of restricted common stock valued at $0.08 per share to Postremous Partners, LLC in payment for an outstanding invoice of $24,200.44. On November 7, 2017, we entered into an Agreement of Principal Terms with Jatropha, Inc. Pursuant to the Agreement, CoolTech will furnish Jatropha with one MG80 prototype retro-fitted onto a Ford F-350 truck within 60 business days of the execution of the Agreement. Jatropha will have the use of the prototype for a subsequent period of 60 days. When the MG80 prototype meets the technical criteria established by Jatropha in cooperation with CoolTech, Jatropha will release the rest of the purchase order to CoolTech: 233 MG units. The Purchase Order Agreement will encompass MG units in a variety of kilovolt amp (KVA) outputs (either 30, 55, 80 or 125) with a minimum order of 25 of the same model number. The order terms and conditions will be 50% down at the time of order and 50% at the time of shipment. The production schedule will be mutually agreed upon by CoolTech and Jatropha. It will start no later than April 2018 and continue until the order is completed. If the MG80 prototype does not meet the mutually agreed upon technical criteria, there will be a 30 cure period. If the technical criteria still has not been met after the cure period, Jatropha will return the Ford F-350 truck with the installed MG80 prototype within 5 business days and CoolTech will refund the cost to Jatropha. |
Description of Business and S15
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Description Of Business And Summary Of Significant Accounting Policies 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 are commercializing a parallel power gearing system around which we have designed a mobile power generation system that retrofits onto Class 3 to 7 work trucks. In preparation, we have applied for trademarks for one of our technologies and its acronym. We currently own one trademark: 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 two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology. As of September 30, 2017, we have seven US patents, one granted Mexican patent, four pending applications and one filed provisional application 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 a plug-in hybrid conversion system for heavy duty trucks, buses and tractor trailers to fleet owners and service centers; and by licensing a mobile electric power system powered by our proprietary gearing system to commercial vehicle and fleet owners. On May 25, 2017, the company received its first order: 10 mobile power generation systems. |
Basis of Presentation | The accompanying condensed consolidated balance sheet as of September 30, 2017, has been derived from audited financial statements. They include the accounts of Cool Technologies, Inc. and Ultimate Power Truck, LLC. Intercompany accounts and transactions have been eliminated. 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. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. 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 for the year ended December 31, 2016. |
Going Concern | The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern. We have incurred net losses of $44,222,918 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 will have to obtain additional debt and / or equity financing; however, we cannot provide investors with assurance that we will be able to raise sufficient capital to fund our operations. 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. |
Recently Adopted Accounting Guidance | In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The standards core principle (issued as ASU 2014-09 by the FASB), is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The new guidance must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of ASU 2014-09 by one year, and would allow entities the option to early adopt the new revenue standard as of the original effective date. This ASU is effective for public reporting companies for interim and annual periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The adoption of ASU 2014-15 did not materially impact our consolidated financial position, results of operations or cash flows. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a companys ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has elected to adopt the methodologies prescribed by ASU 2014-15. The adoption of ASU 2014-15 had no material effect on its financial position or results of operations. In March 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The Company adopted ASU 2015-03 during the year ended December 31, 2016. The adoption of ASU 2015-03 had no material effect on its financial position or results of operations or cash flows. In April 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The adoption of ASU 2016-09 had no material effect on its financial position or results of operations or cash flows. |
Recent Accounting Guidance Not Yet Adopted | In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Tables | |
Summary of Debt | Debt consists of the following: September 30, 2017 December 31, 2016 Notes payable -- original issue discount $ 225,000 $ 225,000 Convertible notes payable 798,603 641,129 Test vehicle financing 47,396 61,811 Note payable related party 237 237 Note payable UPT minority owner 250,000 250,000 1,321,236 1,178,177 Debt discount (254,797 ) (334,696 ) 1,066,439 843,481 Less: current portion (1,042,812 ) (825,170 ) Long-term portion $ 23,627 $ 18,311 |
Future contractual maturities of debt | Future contractual maturities of debt are as follows: Year ending December 31, 2017 652,714 2018 413,725 2019 (0 ) $ 1,066,439 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Liability Tables | |
Fair value of the derivative liability | 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 dates: Nine Months Ended September 30, 2017 Volatility 122199 % Risk-free interest rate 0.541.31 % Expected life (years) 0.151.67 Dividend yield -- |
Changes in the derivative liability | Nine Months Ended September 30, 2017 Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities at December 31, 2016 -- -- $ 4,851,760 Conversions of convertible debt -- -- (316,245 ) Issuance of convertible debt and other derivatives -- -- 306,901 Reclassification of common share equivalents to additional paid-in-capital -- -- (6,364,224 ) Change in fair value -- -- 1,542,548 Convertible debt and other derivative liabilities at September 30, 2017 $ -- $ -- $ 20,740 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity Tables | |
Summary of common stock warrants issued | A summary of common stock warrants issued with the sale of our common stock as of September 30, 2017, and changes during the period then ended is presented below: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 34,045,467 $ 0.30 Granted 23,441,558 0.08 Forfeited or cancelled (12,038,264 ) 0.24 Outstanding, September 30, 2017 45,448,771 0.20 2.2 $ 114,000 Exercisable, September 30, 2017 45,448,771 0.20 2.2 $ 114,000 |
Share-based payments (Tables)
Share-based payments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of financial statements related to equity-based payments | Amounts recognized as expense in the consolidated statements of operations related to share-based payments are as follows: Nine months ended September 30, 2017 2016 Nonemployee common stock $ 115,329 $ -- Nonemployee preferred Series B -- 50,000 Nonemployee warrants fully-vested upon issuance 198,479 445,390 Nonemployee warrants service and performance conditions 6,118 18,392 Employee common stock -- -- Employee stock options market price-based -- 327,000 Total share-based expense charged against income $ 319,926 $ 840,782 Impact on net loss per common share: Basic and diluted $ (0.00 ) $ (0.01 ) |
Summary of common stock conditions | In July, 2014, the Company 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 |
Summary of fair value of common stock warrants | The following summarizes the Black-Scholes assumptions used to estimate the fair value of these common stock warrants: Replacement Warrants Additional Warrants Volatility 133 182 % 204 % Risk-free interest rate 1.1 1.3 % 1.4 % Expected life (years) 3.0 4.3 5.0 Dividend yield -- -- The following summarizes the Black-Scholes assumptions used to estimate the fair value of these common stock warrants: Volatility 127 % Risk-free interest rate 0.9 % Expected life (years) 3.0 Dividend yield -- In September 2017, the Company issued three-year warrants to purchase 200,000 shares of common stock at an exercise price of $0.08536 per share to six individuals serving on our board of directors. We recognized $81,222 of expense for these warrants. Volatility 145 % Risk-free interest rate 1.55 % Expected life (years) 3.0 Dividend yield -- |
Summary of common stock warrants performance and service conditions | In July, 2014, the Company 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 Total 2,600,000 Vested September 30, 2017 (720,000 ) Nonvested September 30, 2017 1,880,000 |
Nonemployee common stock warrants - Fully-vested upon issuance [Member] | |
Summary of fair value of common stock warrants | 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. Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2016 10,866,071 0.72 Granted 3,050,000 0.09 Forfeited or expired (3,270,235 ) 0.58 Outstanding, September 30, 2017 10,645,836 0.35 2.5 $ 6,000 Exercisable, September 30, 2017 10,645,836 0.35 2.5 $ 6,000 On June 28, 2017, we issued three year warrants to purchase at total of 500,000 shares of common stock at an exercise price of $0.07 per to six individuals who provide services to the company. We recognized $27,727 of expense for these warrants. Volatility 144 % Risk-free interest rate 1.5 % Expected life (years) 3.0 Dividend yield -- |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Net Loss Per Share Tables | |
Reconciliation of the denominators used in the computation of net loss per share basic and diluted: | 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, 2017 2016 2017 2016 Net loss available for stockholders $ (981,054 ) $ (389,820 ) $ (4,034,506 ) $ (3,620,396 ) Weighted average outstanding shares of common stock 137,153,770 84,143,586 123,840,788 80,677,887 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 84,143,586 84,143,586 80,677,887 80,677,887 Net loss per share Basic and diluted $ (0.01 ) $ (0.005 ) $ (0.03 ) $ (0.04 ) Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. September 30 2017 2016 Stock options 4,000,000 4,000,000 Common stock warrants 71,175,986 51,317,075 Common stock issuable 7,420,635 390,412 Convertible notes 20,169,776 15,698,045 Convertible preferred stock 4,377,270 6,100,000 Convertible preferred stock issuable -- 3,636,360 Total 106,743,667 81,141,892 Total exercisable at September 30 99,323,032 77,115,120 |
1. Description of Business and
1. Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 63 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Apr. 30, 2014 | |
State of incorporation | Nevada | |||||
Date of incorporation | Jul. 1, 2002 | |||||
Net loss | $ (984,330) | $ (393,209) | $ (4,044,171) | $ (3,629,530) | $ (44,222,918) | |
UPT Minority Owner [Member] | ||||||
Equity method investment ownership percentage | 95.00% | |||||
Minority interest percentage | 5.00% | 5.00% | 5.00% | 5.00% |
2. Customer deposits _ Related
2. Customer deposits – Related party (Details Narrative) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Apr. 30, 2014 |
Customer deposits - related party | $ 400,000 | $ 400,000 | |
UPT Minority Owner [Member] | |||
Minority interest percentage | 5.00% | 5.00% |
3. Debt (Details)
3. Debt (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Details | ||
Notes payable - original issue discount | $ 225,000 | $ 225,000 |
Convertible notes payable | 798,603 | 641,129 |
Test vehicle financing | 47,396 | 61,811 |
Note payable - related party | 237 | 237 |
Note payable - UPT minority owner | 250,000 | 250,000 |
Total | 1,321,236 | 1,178,177 |
Debt discount | (254,797) | (334,696) |
Total | 1,066,439 | 843,481 |
Less: current portion | (1,042,812) | (825,170) |
Debt, long-term portion | $ 23,627 | $ 18,311 |
3. Debt (Details 1)
3. Debt (Details 1) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Details 1 | ||
2,017 | $ 652,714 | |
2,018 | 413,725 | |
2,019 | 0 | |
Total | $ 1,066,439 | $ 843,481 |
3. Debt (Details Narrative) (No
3. Debt (Details Narrative) (Notes Payable) - USD ($) | 1 Months Ended | |||||
May 23, 2016 | Aug. 26, 2016 | May 24, 2016 | Apr. 28, 2016 | Mar. 31, 2016 | Oct. 31, 2015 | |
Notes payable | $ 350,000 | |||||
Discount on notes receivable | $ 50,000 | |||||
Principal amount | $ 400,000 | |||||
Default interest rate | 18.00% | |||||
Net agreement amount | $ 480,000 | |||||
Forbearance fee payable to each holder of note payable | 5,000 | |||||
Percentage of conversion right | 75.00% | |||||
Number of business days for conversion right | 12 days | |||||
Outstanding principal amount including interest, forbearance fees, liquidated damages and expenses | $ 458,571 | 382,142 | ||||
Original amount | $ 314,285 | |||||
Debt exchanged with a third party, amount | $ 104,801 | |||||
Outstanding principal amount | $ 60,751 | |||||
Transaction One [Member] | ||||||
Agreement amount | 377,142 | |||||
Transaction Two [Member] | ||||||
Agreement amount | $ 102,857 |
3. Debt (Details Narrative) (Co
3. Debt (Details Narrative) (Convertible Notes Payable) - USD ($) | Sep. 14, 2017 | Jun. 09, 2017 | May 03, 2017 | Apr. 05, 2017 | Mar. 14, 2017 | Feb. 07, 2017 | Oct. 25, 2017 | Oct. 16, 2017 | Sep. 27, 2017 | Sep. 26, 2017 | Sep. 20, 2017 | Aug. 25, 2017 | Aug. 24, 2017 | Nov. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Nov. 03, 2017 | Nov. 01, 2017 | Oct. 31, 2017 | Aug. 15, 2017 | Jun. 28, 2017 | Jun. 15, 2017 | May 22, 2017 | Apr. 18, 2017 | Dec. 28, 2016 | Dec. 06, 2016 | Aug. 31, 2016 | Jun. 24, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Nov. 30, 2015 | Oct. 31, 2014 |
Principal amount | $ 400,000 | |||||||||||||||||||||||||||||||
Interest rate | 18.00% | |||||||||||||||||||||||||||||||
Purchase price of shares | $ 0.38 | |||||||||||||||||||||||||||||||
Common stock shares outstanding | 146,016,834 | 111,438,236 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Common stock issued | 959,914 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Lucas Hoppel [Member] | ||||||||||||||||||||||||||||||||
Proceeeds from converted common stock | $ 165,000 | $ 165,000 | $ 165,000 | |||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | $ 47,500 | $ 150,000 | $ 400,000 | $ 110,000 | |||||||||||||||||||||||||||
Accrued interest | $ 10,000 | |||||||||||||||||||||||||||||||
Interest rate | 5.00% | 3.00% | ||||||||||||||||||||||||||||||
Note payable | $ 85,000 | |||||||||||||||||||||||||||||||
Legal expenses | $ 10,000 | |||||||||||||||||||||||||||||||
Maturity date | Aug. 10, 2017 | Sep. 7, 2017 | Jun. 9, 2017 | |||||||||||||||||||||||||||||
Conversion price | $ 0.06 | $ 0.025 | ||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 125.00% | 150.00% | ||||||||||||||||||||||||||||||
Exercise price | $ 0.06 | |||||||||||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||||||||||
Converted common stock | 1,000,000 | 510,000 | 1,100,000 | 500,000 | 1,132,000 | |||||||||||||||||||||||||||
Inducement shares issued of restricted common stock | 200,000 | 350,000 | ||||||||||||||||||||||||||||||
Proceeeds from converted common stock | $ 25,500 | $ 55,000 | $ 35,000 | $ 28,300 | ||||||||||||||||||||||||||||
Common stock issued | 1,000,000 | |||||||||||||||||||||||||||||||
Purchase price of shares | $ 0.05 | |||||||||||||||||||||||||||||||
Percentage of maximum aggregate number of shares issued | 300.00% | |||||||||||||||||||||||||||||||
Convertible note conversion description | The Notes may be prepaid in whole or in part by the Company at a 115% premium if within 120 days of the issue date or 125% after 120 days of the issue date. The Notes are convertible into common stock at a 30% discount to the lowest trading price for the ten trading days immediately prior to the delivery of a conversion notice, provided that the conversion price will not be less than $0.06 per share | |||||||||||||||||||||||||||||||
Reverse stock split | 1:15 | |||||||||||||||||||||||||||||||
Total due amount | $ 115,000 | |||||||||||||||||||||||||||||||
Event of default, description | In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied | |||||||||||||||||||||||||||||||
Shares reserved for future conversions, description | Shares reserved for future conversions must equal to at least 100% of the full number of shares of common stock issuable upon conversion of all outstanding amounts under this note | |||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | February 7, 2017 note [Member] | ||||||||||||||||||||||||||||||||
Maturity date | Sep. 30, 2017 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 816,000 | 1,450,000 | ||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 25,000 | $ 72,500 | ||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | February 7, 2017 note [Member] | Securities purchase agreement [Member] | ||||||||||||||||||||||||||||||||
Common stock issued | 186,643 | |||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Conversion price | $ 0.07 | |||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Bellridge Capital LLC [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | $ 78,750 | ||||||||||||||||||||||||||||||
Accrued interest | $ 1,863 | |||||||||||||||||||||||||||||||
Interest rate | 5.00% | |||||||||||||||||||||||||||||||
Maturity date | Mar. 14, 2018 | |||||||||||||||||||||||||||||||
Converted common stock | 941,867 | |||||||||||||||||||||||||||||||
Common stock issued | 200,000 | |||||||||||||||||||||||||||||||
Convertible note conversion description | The Note may be prepaid in whole or in part at a 115% premium if within 120 days of the issue date or 125% after 120 days of the issue date. The Note is convertible into common stock at a 30% discount to the lowest trading price for the ten trading days immediately prior to the delivery of a conversion notice, provided that the conversion price will not be less than $0.06 per share. | After 180 days the conversion floor of $0.06 expired | ||||||||||||||||||||||||||||||
Common stock shares outstanding | 17,226 | |||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 1,382,889 | 434,836 | ||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Lucas Hoppel [Member] | February 7, 2017 note [Member] | Securities purchase agreement [Member] | ||||||||||||||||||||||||||||||||
Common stock issued | 186,643 | |||||||||||||||||||||||||||||||
Test Vehicle Financing [Member] | ||||||||||||||||||||||||||||||||
Interest rate | 5.99% | |||||||||||||||||||||||||||||||
Restricted common stock | 143,187 | |||||||||||||||||||||||||||||||
April convertible note [Member] | ||||||||||||||||||||||||||||||||
Maturity date | Nov. 5, 2017 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.10 | |||||||||||||||||||||||||||||||
Inducement shares issued of restricted common stock | 300,000 | |||||||||||||||||||||||||||||||
Proceeeds from converted common stock | $ 150,000 | |||||||||||||||||||||||||||||||
Total due amount | $ 165,000 | |||||||||||||||||||||||||||||||
Event of default, description | In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied | |||||||||||||||||||||||||||||||
Shares reserved for future conversions, description | Shares reserved for future conversions must equal to at least 100% of the full number of shares of common stock issuable upon conversion of all outstanding amounts under this note | |||||||||||||||||||||||||||||||
April convertible note [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2017 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 500,000 | |||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 25,000 | |||||||||||||||||||||||||||||||
April convertible note [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Original issue discount | $ 15,000 | |||||||||||||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.07 | |||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 25.00% | |||||||||||||||||||||||||||||||
Percentage of unpaid principal balance | $ 0.65 | |||||||||||||||||||||||||||||||
Convertible Note One [Member] | Bellridge Capital LLC [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||||||||||||||||||
Accrued interest | $ 781 | |||||||||||||||||||||||||||||||
Converted common stock | 469,559 | |||||||||||||||||||||||||||||||
Common stock issued | 1,411,426 | |||||||||||||||||||||||||||||||
Common stock shares outstanding | 7,219 | |||||||||||||||||||||||||||||||
UPT Minority Owner [Member] | ||||||||||||||||||||||||||||||||
Minority interest | 5.00% | |||||||||||||||||||||||||||||||
Convertible Note [Member] | February 7, 2017 note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.08 | |||||||||||||||||||||||||||||||
Percentage of convertible notes payable | 25.00% | |||||||||||||||||||||||||||||||
Original issue discount | $ 10,000 | |||||||||||||||||||||||||||||||
August convertible note [Member] | ||||||||||||||||||||||||||||||||
Maturity date | Mar. 25, 2018 | |||||||||||||||||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||||||||||||||||
Inducement shares issued of restricted common stock | 300,000 | |||||||||||||||||||||||||||||||
Proceeeds from converted common stock | $ 150,000 | |||||||||||||||||||||||||||||||
Total due amount | $ 165,000 | |||||||||||||||||||||||||||||||
Event of default, description | In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied | |||||||||||||||||||||||||||||||
August convertible note [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Original issue discount | $ 15,000 |
4. Derivative Liability (Detail
4. Derivative Liability (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Volatility | 122.00% |
Risk-free interest rate | 0.54% |
Expected life (years) | 1 month 24 days |
Maximum [Member] | |
Volatility | 199.00% |
Risk-free interest rate | 1.31% |
Expected life (years) | 1 year 8 months 2 days |
4. Derivative Liability (Deta28
4. Derivative Liability (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative liability, Beginning balance | $ 4,851,760 | |||
Change in fair value | $ (5,148) | $ 409,994 | (1,542,548) | $ 1,164,807 |
Derivative liability, Ending balance | 20,740 | 20,740 | ||
Level 1 [Member] | ||||
Derivative liability, Beginning balance | ||||
Conversions of convertible debt | ||||
Issuance of convertible debt and other derivatives | ||||
Reclassification of common share equivalents to additional paid-in-capital | ||||
Change in fair value | ||||
Derivative liability, Ending balance | ||||
Level 2 [Member] | ||||
Derivative liability, Beginning balance | ||||
Conversions of convertible debt | ||||
Issuance of convertible debt and other derivatives | ||||
Reclassification of common share equivalents to additional paid-in-capital | ||||
Change in fair value | ||||
Derivative liability, Ending balance | ||||
Level 3 [Member] | ||||
Derivative liability, Beginning balance | 4,851,760 | |||
Conversions of convertible debt | (316,245) | |||
Issuance of convertible debt and other derivatives | 306,901 | |||
Reclassification of common share equivalents to additional paid-in-capital | (6,364,224) | |||
Change in fair value | 1,542,548 | |||
Derivative liability, Ending balance | $ 20,740 | $ 20,740 |
5. Commitments and Contingencie
5. Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 07, 2016 | Jan. 14, 2013 | May 01, 2015 | Dec. 12, 2012 |
Common stock return to escrow | 4,676,000 | |||
Cancelled common stock | 3,676,000 | |||
Debt settlement agreement description | 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. | |||
Chief Executive Officer [Member] | ||||
Damages sought | $ 1,100,000 | |||
Spirit Bear [Member] | ||||
Aggregate of shares of common stock, preferred stock and warrants | 14,028,385 |
6. Equity (Details)
6. Equity (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding, Beginning | shares | 34,045,467 |
Granted | shares | 23,441,558 |
Forfeited or cancelled | shares | (12,038,264) |
Outstanding, Ending | shares | 45,448,771 |
Exercisable, Ending | shares | 45,448,771 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.30 |
Granted | $ / shares | 0.08 |
Forfeited or cancelled | $ / shares | 0.24 |
Outstanding, Ending | $ / shares | 0.20 |
Exercisable, Ending | $ / shares | $ 0.20 |
Weighted-average Remaining Life (Years) | |
Outstanding | 2 years 2 months 12 days |
Exercisable | 2 years 2 months 12 days |
Aggregate Intrinsic Value | |
Outstanding, Ending | $ | $ 114,000 |
Exercisable, Ending | $ | $ 114,000 |
6. Equity (Details Narrative)
6. Equity (Details Narrative) | May 08, 2017shares | Nov. 01, 2016USD ($)Number | Aug. 12, 2016Number$ / sharesshares | Aug. 19, 2015 | Sep. 30, 2017USD ($)$ / sharesshares | Jul. 25, 2017shares | Feb. 10, 2017shares | Dec. 31, 2016$ / sharesshares | Sep. 30, 2016shares |
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | |||||||
Preferred stock shares authorized | 15,000,000 | 15,000,000 | |||||||
Preferred stock shares issued | 2,727,303 | 3,636,360 | |||||||
Preferred stock shares outstanding | 2,727,303 | 3,636,360 | |||||||
Class of shares entitled to vote description | Series B Preferred shares are entitled to sixty-six and two-thirds percent (66 2/3%) of the total votes on all such matters. | ||||||||
Common stock shares authorized | 350,000,000 | 350,000,000 | |||||||
Increase number of authorized shares of common stock | 100,000,000 shares to 140,000,000 shares | ||||||||
Common stock shares issuable | 291,000 | 125,000 | |||||||
Warrants extended expense | $ | $ 660,000 | ||||||||
Warrants extended | 3,729,164 | ||||||||
Warrants extended term | 1 year | ||||||||
Common stock shares issued | 146,016,834 | 111,438,236 | |||||||
Minimum [Member] | |||||||||
Common stock warrants maximum contractual term | 3 years | ||||||||
Maximum [Member] | |||||||||
Common stock warrants maximum contractual term | 5 years | ||||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock shares authorized | 2,727,270 | ||||||||
Preferred stock shares issuable | 0 | 0 | |||||||
Converted to common stock shares | 909,090 | ||||||||
Conversion price | $ / shares | $ 2.25 | ||||||||
Consecutive trading day | 20 days | ||||||||
Series B Preferred Stock [Member] | Board of directors [Member] | |||||||||
Common stock shares authorized | 350,000,000 | ||||||||
Preferred Stock [Member] | |||||||||
Preferred Stock Liquidation Price per share | $ / shares | $ 2,500 | ||||||||
Class of shares entitled to vote description | Series B Stock being entitled to 66 2/3% of the total votes on all such matters. | ||||||||
Preferred Stock [Member] | Securities Purchase Agreement [Member] | Warrants [Member] | |||||||||
Purchase of warrants | 3,636,360 | ||||||||
Warrant exercise price | $ / shares | $ 0.07 | ||||||||
Purchase price | $ | $ 200,000 | ||||||||
Purchase price paid in cash | $ | 150,000 | ||||||||
Purchase price paid in services | $ | $ 50,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock shares authorized | 33 | ||||||||
Shares held by related party | 3 | ||||||||
Preferred stock convertible shares | 50,000 | ||||||||
Series A Preferred Stock [Member] | KHIC, Inc [Member] | |||||||||
Shares held by related party | 30 | ||||||||
Preferred stock convertible shares | 50,000 | ||||||||
Investor [Member] | |||||||||
Due to related party | $ | $ 51,000 | ||||||||
Common stock shares issued | 309,090 | ||||||||
Investor [Member] | Series B Preferred Stock [Member] | |||||||||
Number of investors | Number | 3 | ||||||||
Investor [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||
Preferred stock shares issued | 3,636,360 | ||||||||
Number of investors | Number | 4 | ||||||||
Conversion price | $ / shares | $ 0.055 |
7. Share-based payments (Detail
7. Share-based payments (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Payments Details | ||
Nonemployee common stock | $ 115,329 | |
Nonemployee preferred stock Series B | 50,000 | |
Nonemployee warrants - fully-vested upon issuance | 198,479 | 445,390 |
Nonemployee warrants - service and performance conditions | 6,118 | 18,392 |
Employee common stock | ||
Employee stock options - market price-based | 327,000 | |
Total share-based expense charged against income | $ 319,926 | $ 840,782 |
Impact on net loss per common share: Basic and diluted | $ 0 | $ (0.01) |
7. Share-based payments (Deta33
7. Share-based payments (Details 1) | Sep. 30, 2017shares |
Common stock shares issued | 650,000 |
Nonemployee Common stock [Member] | Condition One [Member] | |
Common stock shares issued | 500,000 |
Nonemployee Common stock [Member] | Condition Two [Member] | |
Common stock shares issued | 150,000 |
7. Share-based payments (Deta34
7. Share-based payments (Details 2) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding, Beginning | shares | 34,045,467 |
Granted | shares | 23,441,558 |
Forfeited or expired | shares | (12,038,264) |
Outstanding, Ending | shares | 45,448,771 |
Exercisable, Ending | shares | 45,448,771 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.30 |
Granted | $ / shares | 0.08 |
Forfeited or expired | $ / shares | 0.24 |
Outstanding, Ending | $ / shares | 0.20 |
Exercisable, Ending | $ / shares | $ 0.20 |
Weighted-average Remaining Life (Years) | |
Outstanding | 2 years 2 months 12 days |
Exercisable | 2 years 2 months 12 days |
Aggregate Intrinsic Value | |
Outstanding, Ending | $ | $ 114,000 |
Exercisable, Ending | $ | $ 114,000 |
Warrants [Member] | |
Number of Warrants | |
Outstanding, Beginning | shares | 10,866,071 |
Granted | shares | 3,050,000 |
Forfeited or expired | shares | (3,270,235) |
Outstanding, Ending | shares | 10,645,836 |
Exercisable, Ending | shares | 10,645,836 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.72 |
Granted | $ / shares | 0.09 |
Forfeited or expired | $ / shares | 0.58 |
Outstanding, Ending | $ / shares | 0.35 |
Exercisable, Ending | $ / shares | $ 0.35 |
Weighted-average Remaining Life (Years) | |
Outstanding | 2 years 6 months |
Exercisable | 2 years 6 months |
Aggregate Intrinsic Value | |
Outstanding, Ending | $ | $ 6,000 |
Exercisable, Ending | $ | $ 6,000 |
7. Share-based payments (Deta35
7. Share-based payments (Details 3) | 9 Months Ended |
Sep. 30, 2017 | |
Dividend yield | 0.00% |
Nonemployee Common stock warrants [Member] | |
Volatility | 144.00% |
Risk-free interest rate | 1.50% |
Expected life (years) | 3 years |
Dividend yield | 0.00% |
7. Share-based payments (Deta36
7. Share-based payments (Details 4) | 9 Months Ended |
Sep. 30, 2017 | |
Dividend yield | 0.00% |
Replacement Warrants [Member] | |
Dividend yield | 0.00% |
Replacement Warrants [Member] | Minimum [Member] | |
Volatility | 133.00% |
Risk-free interest rate | 1.10% |
Expected life (years) | 3 years |
Replacement Warrants [Member] | Maximum [Member] | |
Volatility | 182.00% |
Risk-free interest rate | 1.30% |
Expected life (years) | 4 years 3 months 19 days |
Additional Warrants [Member] | |
Volatility | 204.00% |
Risk-free interest rate | 1.40% |
Expected life (years) | 5 years |
Dividend yield | 0.00% |
7. Share-based payments (Deta37
7. Share-based payments (Details 5) | 9 Months Ended |
Sep. 30, 2017 | |
Dividend yield | 0.00% |
Five Individuals [Member] | |
Volatility | 127.00% |
Risk-free interest rate | 0.90% |
Expected life (years) | 3 years |
Dividend yield | 0.00% |
7. Share-based payments (Deta38
7. Share-based payments (Details 6) | 9 Months Ended |
Sep. 30, 2017 | |
Dividend yield | 0.00% |
Individuals [Member] | |
Volatility | 145.00% |
Risk-free interest rate | 1.55% |
Expected life (years) | 3 years |
Dividend yield | 0.00% |
7. Share-based payments (Deta39
7. Share-based payments (Details 7) | 9 Months Ended |
Sep. 30, 2017shares | |
Vested – September 30, 2017 | (720,000) |
Nonvested – September 30, 2017 | 1,880,000 |
Nonemployee Common stock warrants - Service and performance conditions [Member] | |
Common stock warrants issued | 2,600,000 |
Nonemployee Common stock warrants - Service and performance conditions [Member] | Vesting Condition One [Member] | |
Category | Performance |
Common stock warrants issued | 350,000 |
Nonemployee Common stock warrants - Service and performance conditions [Member] | Vesting Condition Two [Member] | |
Category | Performance |
Common stock warrants issued | 1,530,000 |
Nonemployee Common stock warrants - Service and performance conditions [Member] | Vesting Condition Three [Member] | |
Category | Service |
Common stock warrants issued | 720,000 |
7. Share-based payments (Deta40
7. Share-based payments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jun. 28, 2017 | Mar. 31, 2017 | Feb. 29, 2016 | Jan. 31, 2016 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 28, 2016 | Mar. 31, 2015 | |
Revenue | ||||||||||||||||
Issuance of common stock | 240,000 | 60,000 | ||||||||||||||
Shares issued, term | through February 2016 | |||||||||||||||
Recorded expense | $ 31,200 | |||||||||||||||
Purchase of warrants | 150,000 | |||||||||||||||
Warrant exercise price | $ 0.18 | $ 0.30 | $ 0.40 | $ 0.22 | ||||||||||||
Warrant exercise period | 1 year | |||||||||||||||
Restricted common stock shares and warrants issuable | 1,675,000 | |||||||||||||||
Restricted common stock share description | The Company agreed to issue 50,000 restricted common shares and 150,000 one year warrants each month for three months. Thereafter, we agreed to issue 100,000 restricted common shares and 100,000 warrants each month for the duration of the renewed agreement. A total of 2,000,000 restricted common shares and warrants are due to be issued under the renewed agreement | |||||||||||||||
Common stock warrants shares issued for services | 25,000 | |||||||||||||||
Purchase price of shares | $ 0.38 | |||||||||||||||
Warrants [Member] | ||||||||||||||||
Purchase of warrants | 300,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Warrants contractual term | 5 years | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Warrants contractual term | 3 years | |||||||||||||||
Nonemployee Common Stock Warrants - Fully-Vested Upon Issuance [Member] | Maximum [Member] | ||||||||||||||||
Warrants contractual term | 5 years | |||||||||||||||
Nonemployee Common Stock Warrants - Fully-Vested Upon Issuance [Member] | Financing Advisory Services [Member] | ||||||||||||||||
Recorded expense | $ 64,000 | |||||||||||||||
Purchase of warrants | 2,533,000 | |||||||||||||||
Warrant exercise price | $ 0.30 | |||||||||||||||
Nonemployee Common Stock Warrants - Fully-Vested Upon Issuance [Member] | Financing Advisory Service [Member] | Additional Warrants [Member] | ||||||||||||||||
Recorded expense | $ 246,500 | |||||||||||||||
Purchase of warrants | 1,266,503 | |||||||||||||||
Warrant exercise price | $ 0.30 | |||||||||||||||
Share-based payment award expiration period | 5 years | |||||||||||||||
Nonemployee Common Stock Warrants - Fully-Vested Upon Issuance [Member] | Financing Advisory Service [Member] | Maximum [Member] | ||||||||||||||||
Warrant exercise price | $ 2.50 | |||||||||||||||
Nonemployee Common Stock Warrants - Fully-Vested Upon Issuance [Member] | Financing Advisory Service [Member] | Minimum [Member] | ||||||||||||||||
Warrant exercise price | $ 0.56 | |||||||||||||||
Nonemployee Common Stock Warrants - Fully-Vested Upon Issuance [Member] | Board of Advisors [Member] | ||||||||||||||||
Issuance of common stock | 200,000 | |||||||||||||||
Excercise price of common stock | $ 0.31 | |||||||||||||||
Recorded expense | $ 134,890 | |||||||||||||||
Purchase of warrants | 400,000 | |||||||||||||||
Warrant exercise price | $ 0.27 | |||||||||||||||
Warrant exercise period | 3 years | |||||||||||||||
Nonemployee Common Stock Warrants - Fully-Vested Upon Issuance [Member] | Board of Directors [Member] | ||||||||||||||||
Recorded expense | $ 81,222 | $ 81,222 | ||||||||||||||
Purchase of warrants | 200,000 | 200,000 | ||||||||||||||
Warrant exercise price | $ 0.08536 | $ 0.08536 | ||||||||||||||
Warrant exercise period | 3 years | |||||||||||||||
Nonemployee common stock warrants - Fully-vested upon issuance [Member] | ||||||||||||||||
Recorded expense | $ 27,727 | |||||||||||||||
Purchase of warrants | 500,000 | |||||||||||||||
Warrant exercise price | $ 0.07 | |||||||||||||||
Warrant exercise period | 3 years | |||||||||||||||
Nonemployee Common stock warrants - Service and performance conditions [Member] | Financing Advisory Services [Member] | ||||||||||||||||
Recorded expense | $ 200,379 | |||||||||||||||
Purchase of warrants | 400,000 | |||||||||||||||
Warrant exercise price | $ 2.50 | |||||||||||||||
Share-based payment award expiration period | 5 years | |||||||||||||||
Fair value of warrants | $ 179,964 | |||||||||||||||
Change in fair value as reduction of expense | $ 20,415 | |||||||||||||||
Nonemployee Common stock warrants - Service and performance conditions [Member] | UPT management agreement [Member] | ||||||||||||||||
Warrant exercise price | $ 1 | $ 1 | ||||||||||||||
Fair value of warrants | $ 2,586,000 | |||||||||||||||
Common stock warrants shares issued for services | 60,000 | 60,000 | ||||||||||||||
Recognized expense | $ 6,118 | $ 18,392 | ||||||||||||||
Nonemployee Common stock warrants - Service and performance conditions [Member] | UPT management agreement [Member] | Condition One [Member] | ||||||||||||||||
Revenue | 1,000,000 | |||||||||||||||
Nonemployee Common stock warrants - Service and performance conditions [Member] | UPT management agreement [Member] | Condition Two [Member] | ||||||||||||||||
Revenue | $ 3,000,000 | |||||||||||||||
Common stock warrants shares issued for services | 45,945 | |||||||||||||||
Nonemployee Common stock warrants - Service and performance conditions [Member] | UPT management agreement [Member] | Condition Three [Member] | ||||||||||||||||
Common stock warrants shares issued for services | 60,000 | |||||||||||||||
Nonemployee Common stock warrants - Service and performance conditions [Member] | UPT management agreement [Member] | Maximum [Member] | Condition Two [Member] | ||||||||||||||||
Revenue | $ 100,000,000 | |||||||||||||||
Nonemployee Common stock [Member] | Condition One [Member] | ||||||||||||||||
Revenue | 100,000,000 | |||||||||||||||
Nonemployee Common stock [Member] | Condition Two [Member] | ||||||||||||||||
Revenue | $ 100,000,000 | |||||||||||||||
Nonemployee Common stock [Member] | Investor relations agreement [Member] | ||||||||||||||||
Issuance of common stock | 60,000 | |||||||||||||||
Shares issued, term | through May 2015. |
8. Net Loss per Share (Details)
8. Net Loss per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net Loss Per Share Details | ||||
Net loss available for stockholders | $ (981,054) | $ (389,820) | $ (4,034,506) | $ (3,620,396) |
Weighted average outstanding shares of common stock | 137,153,770 | 84,142,499 | 123,840,788 | 80,677,522 |
Dilutive effect of stock options and warrants | ||||
Common stock and equivalents | 84,143,586 | 84,143,586 | 80,677,887 | 80,677,887 |
Net loss per share - Basic and diluted | $ (0.01) | $ (0.005) | $ (0.03) | $ (0.04) |
8. Net Loss per Share (Details
8. Net Loss per Share (Details 1) - shares | Sep. 30, 2017 | Sep. 30, 2016 |
Outstanding stock options and common stock warrants | 106,743,667 | 81,141,892 |
Outstanding stock options and common stock warrants exerciseble | 99,323,032 | 77,115,120 |
Stock Option [Member] | ||
Outstanding stock options and common stock warrants | 4,000,000 | 4,000,000 |
Common stock warrants [Member] | ||
Outstanding stock options and common stock warrants | 71,175,986 | 51,317,075 |
Common stock issuable [Member] | ||
Outstanding stock options and common stock warrants | 7,420,635 | 390,412 |
Convertible notes [Member] | ||
Outstanding stock options and common stock warrants | 20,169,776 | 15,698,045 |
Convertible preferred stock [Member] | ||
Outstanding stock options and common stock warrants | 4,377,270 | 6,100,000 |
Convertible preferred stock issuable [Member] | ||
Outstanding stock options and common stock warrants | 3,636,360 |
9. Subsequent Events (Details N
9. Subsequent Events (Details Narrative) - USD ($) | Nov. 07, 2017 | Nov. 01, 2017 | Oct. 26, 2017 | Nov. 03, 2017 | Oct. 31, 2017 | Oct. 25, 2017 | Oct. 11, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 28, 2016 | Jan. 31, 2016 |
Common stock shares issued | 146,016,834 | 111,438,236 | |||||||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||||||||
Warrant exercise price | $ 0.30 | $ 0.40 | $ 0.22 | $ 0.18 | |||||||||
Subsequent Event [Member] | |||||||||||||
Common stock shares issued | 377,097 | ||||||||||||
Shares issued | 959,914 | ||||||||||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||||||||||
Warrants to purchase common shares | 1,000,000 | ||||||||||||
Subsequent Event [Member] | Postremous Partners, LLC [Member] | Restricted Stock [Member] | |||||||||||||
Common stock shares issued | 302,506 | ||||||||||||
Common stock par value | $ 0.08 | ||||||||||||
Outstanding invoice amount | $ 24,200 | ||||||||||||
Subsequent Event [Member] | Lucas Hoppel [Member] | |||||||||||||
Common stock shares issued | 750,000 | 750,000 | 500,000 | ||||||||||
Partial converted debt amount | $ 37,500 | $ 37,500 | $ 25,000 | ||||||||||
Convertible debt | $ 165,000 | $ 165,000 | $ 165,000 | ||||||||||
Subsequent Event [Member] | Black Mountain Equities, Inc. [Member] | |||||||||||||
Secured promissory note | $ 45,000 | ||||||||||||
Interest rate | 5.00% | ||||||||||||
Maturity date | Jun. 30, 2017 | ||||||||||||
Extended maturity date | Nov. 30, 2017 | ||||||||||||
Principal and interest amount | $ 47,452 | ||||||||||||
Shares issued | 949,034 | ||||||||||||
Additional shares issued | 10,880 | ||||||||||||
Subsequent Event [Member] | Barron and Associates, LLC [Member] | |||||||||||||
Warrants received | 1,000,000 | ||||||||||||
Warrant exercise price | $ 0.05 | $ 0.05 | |||||||||||
Warrant maturity term | 3 years | 3 years | |||||||||||
Description of additional commission | In addition, for the first 18 months of the Independent Agent Agreement, Barron will receive a commission of 10% of the net revenues from opportunities and customers introduced to and registered with the company. At any time after that, Barron will be entitled to a commission of 5% of net revenues. | ||||||||||||
Subsequent Event [Member] | Barron and Associates, LLC [Member] | Block Warrants [Member] | |||||||||||||
Warrants received | 1,000,000 | ||||||||||||
Subsequent Event [Member] | Jatropha, Inc [Member] | |||||||||||||
Warrant amount payable from revenue | $ 250,000 | ||||||||||||
Subsequent Event [Member] | First warrant [Member] | |||||||||||||
Warrant exercise price | $ 0.05 | ||||||||||||
Warrant maturity term | 3 years |