Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 07, 2018 | |
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 | Jun. 30, 2018 | |
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 | 198,693,573 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 49,122 | $ 173,343 |
Prepaid expenses and other assets | 47,000 | 10,000 |
Total current assets | 96,122 | 183,343 |
Intangibles | 198,004 | 183,488 |
Equipment, net | 32,760 | 45,728 |
Total assets | 326,886 | 412,559 |
Current liabilities: | ||
Accounts payable | 1,405,546 | 1,222,775 |
Accrued liabilities - related party | 802,281 | 991,714 |
Customer deposits - related party | 400,000 | 400,000 |
Accrued payroll taxes | 62,049 | 56,917 |
Debt, current portion | 710,794 | 659,312 |
Derivative liability | 157,539 | 7,504 |
Total current liabilities | 3,538,209 | 3,338,222 |
Debt, long-term portion, net of debt discount | 31,007 | 97,009 |
Total liabilities | 3,569,216 | 3,435,231 |
Commitments and contingencies (Note 5) | ||
Stockholders’ equity (deficit): | ||
Common stock, $.001 par value; 350,000,000 shares authorized; 197,110,240 and 152,836,983 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 197,110 | 152,837 |
Additional paid-in capital | 43,787,348 | 41,401,330 |
Common stock issuable | 218,670 | 712,000 |
Common stock held in escrow | 8,441 | 8,441 |
Accumulated deficit | (47,402,897) | (45,247,740) |
Non controlling interest | (53,729) | (52,267) |
Total stockholders' deficit | (3,242,330) | (3,022,672) |
Total liabilities and stockholders' deficit | 326,866 | 412,559 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity (deficit): | ||
Preferred stock value | $ 2,727 | $ 2,727 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Stockholders' Equity (Deficit): | ||
Common stock par value | $ .001 | $ .001 |
Common stock shares authorized | 350,000,000 | 350,000,000 |
Common stock shares issued | 197,110,240 | 152,836,983 |
Common stock shares outstanding | 197,110,240 | 152,836,983 |
Series A Preferred Stock [Member] | ||
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 | 33 | 33 |
Preferred stock shares outstanding | 33 | 33 |
Series B Preferred Stock [Member] | ||
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 | 2,727,270 | 2,727,270 |
Preferred stock shares outstanding | 2,727,270 | 2,727,270 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Condensed Consolidated Statements Of Operations | ||||
Revenues | ||||
Cost of revenues | ||||
Gross profit | ||||
Operating expenses | ||||
Payroll and related expenses | 136,321 | 126,546 | 272,815 | 264,949 |
Consulting | 109,000 | 211,611 | 215,882 | 332,029 |
Professional fees | 74,901 | 55,578 | 219,942 | 104,283 |
Research and development | 201,654 | 31,970 | 434,585 | 111,798 |
General and administrative | 87,722 | 73,548 | 149,215 | 143,038 |
Total operating expenses | 609,598 | 499,253 | 1,292,439 | 956,097 |
Operating loss | (609,598) | (499,253) | (1,292,439) | (956,097) |
Other income (expense): | ||||
Interest expense, net | (463,189) | (351,326) | (971,595) | (566,346) |
Change in fair value of derivative liability | 17,884 | 127,087 | 19,415 | (1,537,400) |
Loss on extinguishment of debt | 88,000 | 88,000 | ||
Net loss | (966,903) | (723,492) | (2,156,619) | (3,059,843) |
Less: Noncontrolling interest in net loss | (577) | (2,986) | (1,462) | (6,388) |
Net loss to shareholders | $ (966,346) | $ (720,506) | $ (2,155,157) | $ (3,053,455) |
Net loss per common share: Basic and diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Weighted average common shares outstanding: Basic and diluted | 194,276,545 | 121,158,343 | 178,896,757 | 117,073,968 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Activities: | ||
Net loss | $ (2,156,619) | $ (3,059,843) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | 115,329 | |
Warrants issued for services | 25,882 | 47,229 |
Loss (gain) on extinguishment of debt | (88,000) | |
Non-cash interest expense | 45,817 | |
Change in fair value of derivative liability | (19,415) | 1,537,400 |
Amortization of debt discount | 959,691 | 503,485 |
Depreciation expense | 12,968 | 12,968 |
Changes in operating assets and liabilities: | ||
Prepaid assets | (37,000) | |
Prepaid expenses | (36,999) | |
Accounts payable | 182,771 | 61,325 |
Accrued liabilities - related party | (59,433) | 100,048 |
Accrued payroll liabilities | 5,132 | 13,405 |
Net cash used in operating activities | (1,174,023) | (659,926) |
Investing Activities: | ||
Intangible assets | (14,516) | (12,052) |
Net cash used in investing activities | (14,516) | (12,052) |
Financing Activities: | ||
Proceeds from sale of common stock | 259,995 | 357,500 |
Proceeds from debt | 825,000 | 424,985 |
Payments on debt | (20,677) | (11,153) |
Net cash provided by financing activities | 1,064,318 | 771,332 |
Net (decrease) increase in cash | (124,221) | 99,354 |
Cash, beginning of period | 173,343 | 62,291 |
Cash, end of period | 49,122 | 161,645 |
Cash paid for: Interest | 6,969 | 8,019 |
Cash paid for: Income taxes | ||
Non-cash investing and financing activities: | ||
Derivative liability offset by debt discount | 169,450 | 54,985 |
Reduction of common stock issuable by issuing stock | 600,000 | 30,000 |
Debt and interest settled for common stock | 501,025 | 298,370 |
Stock issued with debt | 173,669 | 112,500 |
Reclassification of common share equivalents to additional paid-in capital | (6,364,224) | |
Reclassification of derivative liability due to conversion of debt | $ 247,641 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018, we have seven US patents, one granted Mexican patent, four pending applications (2 in Canada, 1 in Brazil, 1 US) and one US 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. On April 11, 2018, the company received its second order: 10 Ford F-350 trucks retrofitted with mobile power generation systems. Basis of Presentation The accompanying condensed consolidated balance sheet as of June 30, 2018, has been derived from unaudited 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, 2017. 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 $47,402,897 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 standard’s 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, 2017. 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 Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an organization’s 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 company’s 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. 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 versus 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)” Recent Accounting Guidance Not Yet Adopted 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 3 - Debt | Debt consists of the following: June 30, 2018 December 31, 2017 Convertible notes payable $ 1,230,328 $ 795,803 Test vehicle financing 31,767 42,444 Note payable – related party 7,490 7,490 Note payable – UPT minority owner 240,000 250,000 1,509,585 1,095,737 Debt discount (767,784 ) (339,416 ) 741,801 756,321 Less: current portion (710,794 ) (659,312 ) Long-term portion $ 31,007 $ 97,009 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 note’s purchase price prior to September 30, 2016. On April 18, 2017, KHIC was issued 1,132,000 shares of common stock after converting $28,300 in debt at $0.025 per share. On May 30, 2017, the Company signed an amendment to the securities purchase agreement originally signed with KHIC on August 24, 2016. In exchange for $100,000, KHIC extended the KHIC’s right to require the Company to sell to the buyer, four million restricted shares of common stock at a purchase price of $0.05 per share and a warrant to purchase four million shares of common stock with an exercise price of $0.06 per share until June 7, 2017. The right was originally due to expire on May 31, 2017. On June 7, 2017, KHIC exercised the right and was issued the requisite shares and warrants. On April 8, 2018, KHIC was issued 2,025,000 shares of common stock after converting $50,625 in debt at $0.025 per share. February Convertible Note Lucas Hoppel purchased the Note from Black Mountain Equities, Inc. on November 1, 2017. The Note had a current outstanding balance of $141,625, consisting of $110,000 of principal, $3,300 of accrued and unpaid interest and $28,325 of additional charges. An amendment was signed on November 1, 2017 which extended the maturity date of the note to December 31, 2017. In exchange the conversion price was reduced to $0.05 per share. On December 29, 2017, the note was amended again and the maturity date was extended to February 16, 2018. In exchange, the conversion price was reduced to $0.04 per share. Another amendment on February 19, 2018 extended the maturity date to March 31, 2018. In exchange, the conversion price was reduced from $0.04 to $0.025 per share. From November 8, 2017 to February 21, 2018, the company issued 3,000,000 shares on conversion of $102,5000 in debt. On March 5, 2018, we issued 1,565,000 shares on conversion of $39,125 and the note was retired. August Convertible Note On February 19 th Subsequent to the signing of the amendment, from March 23 to April 19, 2018, a total of $87,500 were converted into 3,500,000 shares of common stock. On April 27, 2018, a second amendment was signed extending the maturity date until May 30, 2018. On May 23, 2018, we issued 3,298,000 shares on conversion of $82,450 and the note was retired. January Convertible Note September 2016 Promissory Notes – On June 30, 2017, the promissory note holder signed an extension agreement that extended the maturity date of the promissory notes to September 30, 2017 and then again until November 30, 2017. The terms and conditions remained the same. On November 13, 2017, Lucas Hoppel purchased the note for $226,325 which included accrued and unpaid interest as well as additional charges. On November 20, 2017, Lucas Hoppel signed an amendment to the note which extended the maturity date to December 31, 2017. In addition, the note was changed from promissory to convertible with a a conversion price of $0.05 per share. On December 29, 2017 the note was amended and the maturity date was extended to February 16, 2017. In exchange the conversion price was reduced to $0.04. On February 19, 2018, the Company signed an amendment to a convertible note for $226,325 originally issued on September 3, 2017. The amendment extended the maturity dated extended to March 31, 2018. In exchange, the conversion price was reduced from $0.04 to $0.025. From December 7, 2017 to February 20, 2018, a total of $185,000 were converted into 4,750,000 shares of common stock. On March 5, 2018, the buyer converted $41,325 into 1,653,000 shares of common stock and the $226,325 note was retired. February Convertible Note April Convertible Note May Convertible Note – May 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 Incidental expenses of $7,490 paid by two officers over the past two years will be reimbursed as soon as funds are available. Note payable – UPT minority owner Held by the 5% minority owner of UPT. The terms of the note have not been finalized. Warrants Issued with Debt When we issue notes payable, we may also be required to issue warrants. Number of Warrants Weighted- average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 14,421,379 0.02 1.5 $ 725,950 Granted -- -- Forfeited or expired (250,000 ) 0.17 Exercised (13,603,662 ) 0.02 Outstanding, June 30, 2018 567,717 0.14 1.4 $ 3,596 Future contractual maturities of debt are as follows: Year ending December 31, 2018 693,458 2019 48,343 2020 -- $ 741,801 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 4 - Derivative Liability | Under the terms of the warrants issued with the September 2015 convertible note and the convertible notes issued in April and May 2018, we identified derivative instruments. 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: Six Months Ended June 30, 2018 Volatility 102–119.4 % Risk-free interest rate 1.7–2.3 % Expected life (years) 0.2 – 1.3 Dividend yield -- Changes in the derivative liability were as follows: Six Months Ended June 30, 2018 Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities at December 31, 2017 -- -- $ 7,504 New debt instruments 169,450 Change in fair value -- -- (19,415 ) Convertible debt and other derivative liabilities at June 30, 2018 $ -- $ -- $ 157,539 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 5 - Commitments and Contingencies | 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 Company’s 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 United States District Court Judge 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 Judge 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. On April 3, 2018 plaintiffs obtained new counsel. On May 31, 2018 the parties entered into a settlement and on July 3, 2018 the Honorable Judge Mauskopf ordered the matter dismissed with prejudice without costs to either party. On July 9, 2018 the Order was entered dismissing the matter. 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018. 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 Company’s Series B Convertible Preferred Stock. Each share of the preferred stock is convertible into one share of company’s common stock. The exchange of the preferred stock for common stock requires no additional consideration. In addition to the preferred stock, the Securities Purchase Agreement included warrants to purchase (i) 3,636,360 shares of the Company’s 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 Corporation’s 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 June 30, 2018 and 2017, the number of shares of preferred stock to be issued was 0 and 927,270 shares, respectively. 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 June 30, 2018 and December 31, 2017, the number of shares of common stock to be issued was 218,670 and 9,320,635 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 June 30, 2018, 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, 2017 47,437,548 $ 0.19 Granted 5,431,944 0.06 Forfeited or cancelled (75,454 ) 0.63 Outstanding, June 30, 2018 52,794,078 0.18 1.8 $ 166,639 Exercisable, June 30, 2018 52,794,078 0.18 1.8 $ 166,639 |
Share-based payments
Share-based payments | 6 Months Ended |
Jun. 30, 2018 | |
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: Six months ended June 30, 2018 2017 Nonemployee common stock $ -- $ 115,329 Nonemployee warrants – fully-vested upon issuance $ 25,882 $ 41,111 Nonemployee warrants – service and performance conditions -- 6,118 Total share-based expense charged against income $ 25,882 $ 162,558 Impact on net loss per common share: Basic and diluted $ (0.00 ) $ (0.00 ) Nonemployee common stock Investor relations agreement In January, 2016, we entered into a 2 month agreement with a company, which subsequently became a shareholder, to provide corporate consulting, communications and market outreach services. Under the terms of this agreement we agreed to pay $25,000 in fees and agreed to issue a total of 300,000 warrants with an exercise price of $0.18 per share through February 2016. In March 2016, we renewed the agreement for a period ending December 31, 2016. Under the terms of this renewal, we agreed to pay a total of $102,000 in fees and agreed to issue a total of 425,000 shares of restricted common stock per and 575,000 warrants with an exercise price of $0.40 per share. We recognized expense of $70,151 during the year ended December 31, 2016. The agreement was not renewed for a second time. Other During the quarters ended June 30, 2018 and 2017, the Company issued no other shares of common stock in exchange for services. A consulting expense of $80,000 accrued in accordance with our contract with Summit Management Consulting, Inc. for the services of our CFO, Quentin Ponder, was exchanged for 1,600,000 shares of common stock during the quarter ended March 31, 2018. Nonemployee common stock warrants -- Fully-vested upon issuance We may issue fully-vested common stock warrants with a maximum contractual term of 5 years to non-employees in return for services or to satisfy liabilities, such as accrued interest. The following summarizes the activity for common stock warrants that were fully-vested upon issuance: Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 12,945,836 0.29 Granted 500,000 0.05 Forfeited or expired -- -- Outstanding, June 30, 2018 13,445,836 0.27 1.9 $ 168,500 Exercisable, June 30, 2018 13,445,836 0.27 1.9 $ 168,500 The following summarizes the Black-Scholes assumptions used to estimate the fair value of fully-vested common stock warrants: 3 Months Ended June 30, 2018 Volatility 143.4 % Risk-free interest rate 2.6 % Expected life (years) 5.0 Dividend yield -- Nonemployee common stock warrants -- Service and performance conditions The Company granted no additional fully-vested options during the three months ended June 30, 2018. Employee stock options – Fully-vested The Company granted no additional fully-vested options during the three months ended June 30, 2018. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, Six months ended June 30, 2018 2017 2018 2017 Net loss available for stockholders $ (966,346 ) $ (720,506 ) $ (2,155,157 ) $ (3,053,455 ) Weighted average outstanding shares of common stock 194,276,545 121,158,343 178,896,757 117,073,968 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 194,276,545 121,158,475 178,896,757 117,073,968 Net loss per share – Basic and diluted $ (0.00 ) $ (0.01 ) $ (0.01 ) $ (0.03 ) Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. June 30 2018 2017 Stock options 4,000,000 4,000,000 Common stock warrants 67,287,631 61,323,753 Common stock issuable 2,728,030 2,411,364 Convertible notes 43,280,642 19,677,133 Convertible preferred stock 4,377,270 5,377,270 Convertible preferred stock issuable -- 927,270 Total 121,673,573 93,716,790 Total exercisable at June 30 118,945,543 90,378,156 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Note 9 - Subsequent Events | On June 18, 2018, we sold a total of 1,583,333 shares of common stock and a five-year cashless warrant to purchase 1,187,499 shares of our common stock at an exercise price of $0.08 per share to an accredited investor in a private offering. We received $95,000 as consideration for the sale of such securities. The funds were received on June 18, 2018 and the shares were issued on July 9, 2018. On July 5, 2018, the Company entered into a Promissory Note Agreement with a private individual. We received $100,000 in financing and promised to pay the principal amount on or before the one year anniversary. Furthermore, the Company committed to immediately pay the principal amount upon the receipt of funds from debt or surety bond financing, a bridge loan or payments received from product invoices or purchase contracts. In exchange, we issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.065. The warrants expire after five years. On July 13, 2018, the Company entered into a financing agreement for the purchase of a test vehicle for $45,018, bearing interest at 9.92% payable monthly over six years, collateralized by the vehicle. |
Description of Business and S15
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018, we have seven US patents, one granted Mexican patent, four pending applications (2 in Canada, 1 in Brazil, 1 US) and one US 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. On April 11, 2018, the company received its second order: 10 Ford F-350 trucks retrofitted with mobile power generation systems. |
Basis of Presentation | The accompanying condensed consolidated balance sheet as of June 30, 2018, has been derived from unaudited 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, 2017. |
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 $47,402,897 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 standard’s 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, 2017. 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 Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an organization’s 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 company’s 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. 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 versus 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)” |
Recent Accounting Guidance Not Yet Adopted | 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) | 6 Months Ended |
Jun. 30, 2018 | |
Debt | |
Summary of Debt | June 30, 2018 December 31, 2017 Convertible notes payable $ 1,230,328 $ 795,803 Test vehicle financing 31,767 42,444 Note payable – related party 7,490 7,490 Note payable – UPT minority owner 240,000 250,000 1,509,585 1,095,737 Debt discount (767,784 ) (339,416 ) 741,801 756,321 Less: current portion (710,794 ) (659,312 ) Long-term portion $ 31,007 $ 97,009 |
Notes payable warrants issued | Number of Warrants Weighted- average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 14,421,379 0.02 1.5 $ 725,950 Granted -- -- Forfeited or expired (250,000 ) 0.17 Exercised (13,603,662 ) 0.02 Outstanding, June 30, 2018 567,717 0.14 1.4 $ 3,596 |
Future contractual maturities of debt | Year ending December 31, 2018 693,458 2019 48,343 2020 -- $ 741,801 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Liability | |
Fair value of the derivative liability | Six Months Ended June 30, 2018 Volatility 102–119.4 % Risk-free interest rate 1.7–2.3 % Expected life (years) 0.2 – 1.3 Dividend yield -- |
Changes in the derivative liability | Six Months Ended June 30, 2018 Level 1 Level 2 Level 3 Convertible debt and other derivative liabilities at December 31, 2017 -- -- $ 7,504 New debt instruments 169,450 Change in fair value -- -- (19,415 ) Convertible debt and other derivative liabilities at June 30, 2018 $ -- $ -- $ 157,539 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity | |
A summary of common stock warrants issued | Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 47,437,548 $ 0.19 Granted 5,431,944 0.06 Forfeited or cancelled (75,454 ) 0.63 Outstanding, June 30, 2018 52,794,078 0.18 1.8 $ 166,639 Exercisable, June 30, 2018 52,794,078 0.18 1.8 $ 166,639 |
Share-based payments (Tables)
Share-based payments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of financial statements related to equity-based payments | Six months ended June 30, 2018 2017 Nonemployee common stock $ -- $ 115,329 Nonemployee warrants – fully-vested upon issuance $ 25,882 $ 41,111 Nonemployee warrants – service and performance conditions -- 6,118 Total share-based expense charged against income $ 25,882 $ 162,558 Impact on net loss per common share: Basic and diluted $ (0.00 ) $ (0.00 ) |
Summary of fair value of common stock warrants | 3 Months Ended June 30, 2018 Volatility 143.4 % Risk-free interest rate 2.6 % Expected life (years) 5.0 Dividend yield -- |
Nonemployee common stock warrants -- Fully-vested upon issuance [Member] | |
Summary of fair value of common stock warrants | Number of Warrants Weighted-average Exercise Price Weighted-average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2017 12,945,836 0.29 Granted 500,000 0.05 Forfeited or expired -- -- Outstanding, June 30, 2018 13,445,836 0.27 1.9 $ 168,500 Exercisable, June 30, 2018 13,445,836 0.27 1.9 $ 168,500 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Net Loss Per Share | |
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 June 30, Six months ended June 30, 2018 2017 2018 2017 Net loss available for stockholders $ (966,346 ) $ (720,506 ) $ (2,155,157 ) $ (3,053,455 ) Weighted average outstanding shares of common stock 194,276,545 121,158,343 178,896,757 117,073,968 Dilutive effect of stock options and warrants -- -- -- -- Common stock and equivalents 194,276,545 121,158,475 178,896,757 117,073,968 Net loss per share – Basic and diluted $ (0.00 ) $ (0.01 ) $ (0.01 ) $ (0.03 ) Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. June 30 2018 2017 Stock options 4,000,000 4,000,000 Common stock warrants 67,287,631 61,323,753 Common stock issuable 2,728,030 2,411,364 Convertible notes 43,280,642 19,677,133 Convertible preferred stock 4,377,270 5,377,270 Convertible preferred stock issuable -- 927,270 Total 121,673,573 93,716,790 Total exercisable at June 30 118,945,543 90,378,156 |
Description of Business and S21
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 192 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Apr. 30, 2014 | |
State of incorporation | Nevada | |||||
Date of incorporation | Jul. 1, 2002 | |||||
Net loss | $ (966,903) | $ (723,492) | $ (2,156,619) | $ (3,059,843) | $ (47,402,897) | |
UPT Minority Owner [Member] | ||||||
Equity method investment ownership percentage | 95.00% | |||||
Minority interest percentage | 5.00% | |||||
UPT Minority Owner [Member] | ||||||
Minority interest percentage | 5.00% | 5.00% | 5.00% |
Customer deposits - Related p22
Customer deposits - Related party (Details Narrative) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Customer deposits - related party | $ 400,000 | $ 400,000 |
UPT Minority Owner [Member] | ||
Minority interest percentage | 5.00% |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Disclosure 4.Debt Abstract | ||
Convertible notes payable | $ 1,230,328 | $ 795,803 |
Test vehicle financing | 31,767 | 42,444 |
Note payable - related party | 7,490 | 7,490 |
Note payable - UPT minority owner | 240,000 | 250,000 |
Total | 1,509,585 | 1,095,737 |
Debt discount | (767,784) | (339,416) |
Total | 741,801 | 756,321 |
Less: current portion | (710,794) | (659,312) |
Long-term portion | $ 31,007 | $ 97,009 |
Debt (Details 1)
Debt (Details 1) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding, Beginning | 14,421,379 |
Granted | |
Forfeited or expired | (250,000) |
Exercised | (13,603,662) |
Outstanding, Ending | 567,717 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.02 |
Forfeited or expired | $ / shares | 0.17 |
Exercised | $ / shares | 0.02 |
Outstanding, Ending | $ / shares | $ 0.14 |
Weighted-average Remaining Life (Years) | |
Outstanding, Beginning | 1 year 6 months |
Outstanding, Ending | 1 year 4 months 24 days |
Aggregate Intrinsic Value | |
Outstanding, Beginning | $ | $ 725,950 |
Outstanding, Ending | $ | $ 3,596 |
Debt (Details 2)
Debt (Details 2) | Jun. 30, 2018USD ($) |
Disclosure 4.Debt Details 1Abstract | |
2,018 | $ 693,458 |
2,019 | 48,343 |
2,020 | |
Total | $ 741,801 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||
May 31, 2018 | May 23, 2018 | May 22, 2018 | Apr. 26, 2018 | Apr. 19, 2018 | Mar. 05, 2018 | Feb. 19, 2018 | Jan. 26, 2018 | Dec. 29, 2017 | Nov. 20, 2017 | Aug. 25, 2017 | May 30, 2017 | Feb. 13, 2017 | Sep. 30, 2016 | Feb. 20, 2018 | Jun. 30, 2018 | Apr. 08, 2018 | Dec. 31, 2017 | Nov. 13, 2017 | Apr. 18, 2017 | Nov. 10, 2016 | Aug. 31, 2016 | Oct. 31, 2014 | |
Conversion price, description | 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. | ||||||||||||||||||||||
Common stock shares issued | 197,110,240 | 152,836,983 | |||||||||||||||||||||
Convertible promissory note | $ 1,230,328 | $ 795,803 | |||||||||||||||||||||
KHIC, Inc [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Maturity date | May 31, 2017 | ||||||||||||||||||||||
Conversion price | $ 0.025 | ||||||||||||||||||||||
Exercise price | $ 0.06 | ||||||||||||||||||||||
Convertible debt | $ 50,625 | ||||||||||||||||||||||
Common stock shares issued | 2,025,000 | ||||||||||||||||||||||
Warrant to purchase shares of common stock | 4,000,000 | ||||||||||||||||||||||
Restricted Shares [Member] | KHIC, Inc [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||
Common stock issued | 4,000,000 | ||||||||||||||||||||||
Purchase price of shares | $ 0.05 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||
Principal amount | $ 400,000 | ||||||||||||||||||||||
Interest rate | 3.00% | ||||||||||||||||||||||
Conversion price | $ 0.025 | ||||||||||||||||||||||
Percentage of convertible notes payable | 50.00% | 150.00% | |||||||||||||||||||||
Exercise price | $ 0.06 | ||||||||||||||||||||||
Debt conversion converted amount | $ 41,325 | $ 185,000 | |||||||||||||||||||||
Debt conversion converted instrument, shares issued | 1,653,000 | 4,750,000 | |||||||||||||||||||||
Convertible Notes Payable [Member] | KHIC, Inc [Member] | |||||||||||||||||||||||
Conversion price | $ 0.025 | ||||||||||||||||||||||
Convertible debt | $ 28,300 | ||||||||||||||||||||||
Common stock shares issued | 1,132,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Debt conversion converted amount | $ 87,500 | ||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 3,500,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Lucas Hoppel [Member] | |||||||||||||||||||||||
Maturity date, description | The amendment extended the maturity dated extended to March 31, 2018 | ||||||||||||||||||||||
Conversion price, description | the conversion price was reduced from $0.04 to $0.025. | ||||||||||||||||||||||
Convertible debt | $ 226,325 | $ 226,325 | |||||||||||||||||||||
Convertible Notes Payable [Member] | Restricted Shares [Member] | |||||||||||||||||||||||
Interest rate | 18.00% | ||||||||||||||||||||||
Purchase price of shares | $ 0.05 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | April 27, 2018 [Member] | |||||||||||||||||||||||
Maturity date, description | extending the maturity date until May 30, 2018 | ||||||||||||||||||||||
Debt conversion converted amount | $ 82,450 | ||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 3,298,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Black Mountain Equities, Inc. [Member] | |||||||||||||||||||||||
Principal amount | $ 115,000 | ||||||||||||||||||||||
Maturity date | Sep. 13, 2017 | ||||||||||||||||||||||
Maturity date, description | the convertible note agreement was amended and the maturity date was extended until April 30, 2018. | the note was amended again and the maturity date was extended to February 16, 2018. | |||||||||||||||||||||
Conversion price | $ 0.025 | $ 0.08 | |||||||||||||||||||||
Conversion price, description | the holder’s debt conversion share price was reduced from $0.05 to $0.025 per share. | the conversion price was reduced from $0.04 to $0.025 per share. | |||||||||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||||||||||
Default terms, 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 promissory note | $ 100,000 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Black Mountain Equities, Inc. [Member] | February 19, 2018 [Member] | |||||||||||||||||||||||
Maturity date, description | extended the maturity date to March 31, 2018 | ||||||||||||||||||||||
Convertible Notes Payable [Member] | Black Mountain Equities, Inc. [Member] | November 1, 2017 [Member] | |||||||||||||||||||||||
Principal amount | $ 110,000 | ||||||||||||||||||||||
Maturity date, description | the maturity date of the note to December 31, 2017 | ||||||||||||||||||||||
Conversion price | $ 0.05 | ||||||||||||||||||||||
Note purchased by Lucas Hoppel | $ 141,625 | ||||||||||||||||||||||
Accrued interest on purchased note | 3,300 | ||||||||||||||||||||||
Additional charges on purchased note | 28,325 | ||||||||||||||||||||||
Note payable related party[Member] | Two Officers [Member] | |||||||||||||||||||||||
Incidental expenses | $ 7,490 | ||||||||||||||||||||||
UPT Minority Owner [Member] | |||||||||||||||||||||||
Minority interest percentage | 5.00% | ||||||||||||||||||||||
Test Vehicle Financing [Member] | |||||||||||||||||||||||
Interest rate | 5.99% | ||||||||||||||||||||||
April Convertible Note [Member] | |||||||||||||||||||||||
Principal amount | $ 140,800 | ||||||||||||||||||||||
Interest rate | 22.00% | ||||||||||||||||||||||
Original issue discount rate | 150.00% | ||||||||||||||||||||||
Maturity date | Jul. 25, 2019 | ||||||||||||||||||||||
Original issue discount | $ 12,800 | ||||||||||||||||||||||
Convertible debt | $ 128,000 | ||||||||||||||||||||||
Convertible note conversion description | After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. | ||||||||||||||||||||||
February Convertible Note [Member] | Restricted Shares [Member] | |||||||||||||||||||||||
Principal amount | $ 385,000 | ||||||||||||||||||||||
Original issue discount rate | 3500000.00% | ||||||||||||||||||||||
Maturity date | Sep. 19, 2018 | ||||||||||||||||||||||
Conversion price | $ 0.05 | ||||||||||||||||||||||
Convertible debt | $ 350,000 | ||||||||||||||||||||||
Common stock shares issued | 2,000,000 | ||||||||||||||||||||||
Default terms, 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. | ||||||||||||||||||||||
February Convertible Note [Member] | Black Mountain Equities, Inc. [Member] | On March 5, 2018 [Member] | |||||||||||||||||||||||
Debt conversion converted amount | $ 39,125 | ||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 1,565,000 | ||||||||||||||||||||||
February Convertible Note [Member] | Black Mountain Equities, Inc. [Member] | From November 8, 2017 to February 21, 2018 [Member] | |||||||||||||||||||||||
Debt conversion converted amount | $ 1,025,000 | ||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 3,000,000 | ||||||||||||||||||||||
September Convertible Note [Member] | Lucas Hoppel [Member] | |||||||||||||||||||||||
Maturity date | Dec. 31, 2017 | ||||||||||||||||||||||
Maturity date, description | the note was amended and the maturity date was extended to February 16, 2017 | ||||||||||||||||||||||
Conversion price | $ 0.05 | ||||||||||||||||||||||
Conversion price, description | the conversion price was reduced to $0.04. | ||||||||||||||||||||||
Accrued interest on purchased note | $ 226,325 | ||||||||||||||||||||||
September Convertible Note [Member] | Gemini Master Fund, Ltd. [Member] | |||||||||||||||||||||||
Principal amount | $ 180,000 | ||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||
Maturity date | Jun. 30, 2017 | ||||||||||||||||||||||
Common stock shares issued | 800,000 | ||||||||||||||||||||||
January Convertible Note [Member] | |||||||||||||||||||||||
Principal amount | $ 220,000 | ||||||||||||||||||||||
Maturity date | Aug. 26, 2018 | ||||||||||||||||||||||
Conversion price | $ 0.05 | ||||||||||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||||||||
Convertible debt | $ 200,000 | ||||||||||||||||||||||
Default terms, 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. | ||||||||||||||||||||||
January Convertible Note [Member] | Restricted Shares [Member] | |||||||||||||||||||||||
Common stock shares issued | 800,000 | ||||||||||||||||||||||
May Convertible Note [Member] | |||||||||||||||||||||||
Principal amount | $ 58,300 | $ 100,000 | |||||||||||||||||||||
Interest rate | 22.00% | ||||||||||||||||||||||
Original issue discount rate | 150.00% | ||||||||||||||||||||||
Maturity date | May 31, 2019 | Dec. 22, 2018 | |||||||||||||||||||||
Conversion price | $ 0.05 | ||||||||||||||||||||||
Original issue discount | $ 5,300 | $ 10,000 | |||||||||||||||||||||
Convertible debt | $ 53,000 | $ 110,000 | |||||||||||||||||||||
Convertible note conversion description | After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of our common stock at a 29% discount to the average of the three lowest Volume Weighted Average Prices (VWAP) during the 10 trading days preceding the conversion date. | ||||||||||||||||||||||
Default terms, 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. | ||||||||||||||||||||||
May Convertible Note [Member] | Restricted Shares [Member] | |||||||||||||||||||||||
Common stock shares issued | 400,000 | ||||||||||||||||||||||
August Convertible Note [Member] | |||||||||||||||||||||||
Principal amount | $ 165,000 | ||||||||||||||||||||||
Maturity date | Mar. 25, 2018 | ||||||||||||||||||||||
Conversion price | $ 0.10 | ||||||||||||||||||||||
Original issue discount | $ 15,000 | ||||||||||||||||||||||
Convertible debt | $ 150,000 | ||||||||||||||||||||||
Default terms, description | In the event of default, the outstanding balance will increase by 25% and a daily penalty of $100 will accrue until the default is remedied. | ||||||||||||||||||||||
August Convertible Note [Member] | Restricted Shares [Member] | |||||||||||||||||||||||
Common stock shares issued | 300,000 |
Derivative Liability (Details)
Derivative Liability (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Dividend yield | |
Minimum [Member] | |
Volatility | 102.00% |
Risk-free interest rate | 1.70% |
Expected life (years) | 2 months 12 days |
Maximum [Member] | |
Volatility | 119.40% |
Risk-free interest rate | 2.30% |
Expected life (years) | 1 year 3 months 19 days |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Convertible debt and other derivative liabilities, Beginning balance | $ 7,504 | |||
Change in fair value | $ 17,884 | $ 127,087 | 19,415 | $ (1,537,400) |
Convertible debt and other derivative liabilities, Ending balance | 157,539 | 157,539 | ||
Level 1 [Member] | ||||
Convertible debt and other derivative liabilities, Beginning balance | ||||
New debt instruments | ||||
Change in fair value | ||||
Convertible debt and other derivative liabilities, Ending balance | ||||
Level 2 [Member] | ||||
Convertible debt and other derivative liabilities, Beginning balance | ||||
New debt instruments | ||||
Change in fair value | ||||
Convertible debt and other derivative liabilities, Ending balance | ||||
Level 3 [Member] | ||||
Convertible debt and other derivative liabilities, Beginning balance | 7,504 | |||
New debt instruments | 169,450 | |||
Change in fair value | (19,415) | |||
Convertible debt and other derivative liabilities, Ending balance | $ 157,539 | $ 157,539 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Oct. 07, 2016USD ($) |
Chief Executive Officer [Member] | |
Damages sought | $ 1,100,000 |
Equity (Details)
Equity (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding, Beginning | shares | 14,421,379 |
Granted | shares | |
Outstanding, Ending | shares | 567,717 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.02 |
Forfeited or cancelled | $ / shares | 0.17 |
Outstanding, Ending | $ / shares | $ 0.14 |
Weighted-average Remaining Life (Years) | |
Outstanding | 1 year 6 months |
Aggregate Intrinsic Value | |
Outstanding, Ending | $ | $ 3,596 |
Warrants [Member] | |
Number of Warrants | |
Outstanding, Beginning | shares | 47,437,548 |
Granted | shares | 5,431,944 |
Forfeited or cancelled | shares | (75,454) |
Outstanding, Ending | shares | 52,794,078 |
Exercisable, Ending | shares | 52,794,078 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.19 |
Granted | $ / shares | 0.06 |
Forfeited or cancelled | $ / shares | 0.63 |
Outstanding, Ending | $ / shares | 0.18 |
Exercisable, Ending | $ / shares | $ 0.18 |
Weighted-average Remaining Life (Years) | |
Outstanding | 1 year 9 months 18 days |
Exercisable | 1 year 9 months 18 days |
Aggregate Intrinsic Value | |
Outstanding, Ending | $ | $ 166,639 |
Exercisable, Ending | $ | $ 166,639 |
Equity (Details Narrative)
Equity (Details Narrative) | Feb. 10, 2017 | Nov. 01, 2016USD ($)Integer | Aug. 12, 2016Integershares | Aug. 19, 2015 | Jun. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Jul. 25, 2017shares | Jun. 30, 2017shares | May 08, 2017shares |
Preferred stock shares issuable | 0 | 927,270 | |||||||
Preferred stock, voting rights description | Series B Stock being entitled to 66 2/3% of the total votes on all such matters. | ||||||||
Increase number of authorized shares of common stock | Increase the number of authorized shares to 350,000,000 | 100,000,000 shares to 140,000,000 shares | |||||||
Conversion price, description | 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. | ||||||||
Common stock, shares issued | 197,110,240 | 152,836,983 | |||||||
Common stock, shares issuable | 218,670 | 9,320,635 | |||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock par value | $ / shares | $ 0.001 | ||||||||
Preferred stock shares authorized | 15,000,000 | ||||||||
Preferred stock shares issued | 2,727,270 | ||||||||
Preferred stock shares outstanding | 2,727,270 | ||||||||
Preferred Stock [Member] | |||||||||
Preferred Stock Liquidation Price per share | $ / shares | $ 2,500 | ||||||||
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 par value | $ / shares | $ 0.001 | $ 0.001 | |||||||
Preferred stock shares authorized | 15,000,000 | 15,000,000 | |||||||
Preferred stock shares issued | 33 | 33 | |||||||
Preferred stock shares outstanding | 33 | 33 | |||||||
Series A Preferred Stock [Member] | KHIC, Inc [Member] | |||||||||
Shares hold by related party | 3 | ||||||||
Series A Preferred Stock [Member] | Spirit Bear [Member] | |||||||||
Shares hold by related party | 30 | ||||||||
Preferred stock convertible shares | 50,000 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Preferred stock par value | $ / shares | $ 0.001 | $ 0.001 | |||||||
Preferred stock shares authorized | 15,000,000 | 15,000,000 | |||||||
Preferred stock shares issued | 2,727,270 | 2,727,270 | |||||||
Preferred stock shares outstanding | 2,727,270 | 2,727,270 | |||||||
Inverom Corporation [Member] | Series B Preferred Stock [Member] | |||||||||
Preferred stock convertible shares | 909,090 | ||||||||
Investor [Member] | |||||||||
Number of investor | Integer | 3 | ||||||||
Due to related party | $ | $ 51,000 | ||||||||
Common stock, shares issued | 309,090 | ||||||||
Investor [Member] | Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||
Preferred stock shares issued | 3,636,360 | ||||||||
Number of investor | Integer | 4 |
Share-based payments (Details)
Share-based payments (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Payments | ||
Nonemployee common stock | $ 115,329 | |
Nonemployee warrants - fully-vested upon issuance | 25,882 | 41,111 |
Nonemployee warrants - service and performance conditions | 6,118 | |
Total share-based expense charged against income | $ 25,882 | $ 162,558 |
Impact on net loss per common share: Basic and diluted | $ 0 | $ 0 |
Share-based payments (Details 1
Share-based payments (Details 1) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding, Beginning | shares | 14,421,379 |
Granted | shares | |
Outstanding, Ending | shares | 567,717 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.02 |
Forfeited or expired | $ / shares | 0.17 |
Outstanding, Ending | $ / shares | $ 0.14 |
Weighted-average Remaining Life (Years) | |
Outstanding | 1 year 6 months |
Aggregate Intrinsic Value | |
Outstanding, Ending | $ | $ 3,596 |
Nonemployee common stock warrants -- Fully-vested upon issuance [Member] | |
Number of Warrants | |
Outstanding, Beginning | shares | 12,945,836 |
Granted | shares | 500,000 |
Forfeited or expired | shares | |
Outstanding, Ending | shares | 13,445,836 |
Exercisable, Ending | shares | 13,445,836 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.29 |
Granted | $ / shares | 0.05 |
Forfeited or expired | $ / shares | |
Outstanding, Ending | $ / shares | 0.27 |
Exercisable, Ending | $ / shares | $ 0.27 |
Weighted-average Remaining Life (Years) | |
Outstanding | 1 year 10 months 25 days |
Exercisable | 1 year 10 months 25 days |
Aggregate Intrinsic Value | |
Outstanding, Ending | $ | $ 168,500 |
Exercisable, Ending | $ | $ 168,500 |
Share-based payments (Details 2
Share-based payments (Details 2) - Nonemployee common stock warrants -- Fully-vested upon issuance [Member] | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Volatility | 143.40% |
Risk-free interest rate | 2.60% |
Expected life (years) | 5 years |
Dividend yield |
Share-based payments (Details N
Share-based payments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Jan. 31, 2016 | Mar. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2016 | |
Investor relations agreement [Member] | |||||
Recorded expense | $ 70,151 | ||||
Nonemployee Common stock [Member] | Investor relations agreement [Member] | |||||
Share issued, term | through February 2016 | ||||
Shareholder fees | $ 102,000 | $ 25,000 | |||
Purchase of warrants | 575,000 | 300,000 | |||
Warrant exercise price per share | $ 0.40 | $ 0.18 | |||
Restricted common stock share issued | 425,000 | ||||
Nonemployee Common stock [Member] | Summit Management Consulting, Inc [Member] | |||||
Accrued consulting expense | $ 80,000 | ||||
Common stock shares exchanged | 1,600,000 | ||||
Nonemployee common stock warrants -- Fully-vested upon issuance [Member] | |||||
Common stock warrants maximum contractual term | 5 years |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net Loss Per Share Details Abstract | ||||
Net loss available for stockholders | $ (966,346) | $ (720,506) | $ (2,155,157) | $ (3,053,455) |
Weighted average outstanding shares of common stock | 194,276,545 | 121,158,343 | 178,896,757 | 117,073,968 |
Dilutive effect of stock options and warrants | ||||
Common stock and equivalents | 194,276,545 | 121,158,475 | 178,896,757 | 117,073,968 |
Net loss per share - Basic and diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - shares | Jun. 30, 2018 | Jun. 30, 2017 |
Outstanding stock options and common stock warrants | 121,673,573 | 93,716,790 |
Outstanding stock options and common stock warrants exercisable | 118,945,543 | 90,378,156 |
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 | 67,287,631 | 61,323,753 |
Common stock issuable [Member] | ||
Outstanding stock options and common stock warrants | 2,728,030 | 2,411,364 |
Convertible notes [Member] | ||
Outstanding stock options and common stock warrants | 43,280,642 | 19,677,133 |
Convertible preferred stock [Member] | ||
Outstanding stock options and common stock warrants | 4,377,270 | 5,377,270 |
Convertible preferred stock issuable [Member] | ||
Outstanding stock options and common stock warrants | 927,270 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Jul. 13, 2018 | Jul. 05, 2018 | Jun. 18, 2018 |
Accredited Investor [Member] | |||
Common stock shares sold | 1,583,333 | ||
Term of warrants or rights | 5 years | ||
Exercise price | $ 0.08 | ||
Common stock shares issuable upon exercise of warrants or rights | 1,187,499 | ||
Proceeds from issuance of securities | $ 95,000 | ||
Financing Agreement [Member] | |||
Purchase of test vehicle | $ 45,018 | ||
Interest rate | 9.92% | ||
Purchase of test vehicle, terms | Payable monthly over six years, collateralized by the vehicle. | ||
Promissory Note Agreement [Member] | Private Individual [Member] | |||
Term of warrants or rights | 5 years | ||
Exercise price | $ 0.065 | ||
Common stock shares issuable upon exercise of warrants or rights | 200,000 | ||
Proceeds from debt financing | $ 100,000 |