Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | COOL TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001399352 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 577,760,657 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53443 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 75-3076597 | |
Entity Address Address Line 1 | 8875 Hidden River Parkway | |
Entity Address Address Line 2 | Suite 300 | |
Entity Address City Or Town | Tampa | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 33637 | |
Entity Interactive Data Current | Yes | |
City Area Code | 813 | |
Local Phone Number | 975-7467 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 324,707 | $ 33 |
Inventory | 247,946 | 179,593 |
Prepaid expenses and other assets | 488,002 | 0 |
Total current assets | 1,060,655 | 179,626 |
Intangibles | 253,443 | 233,942 |
Equipment, net | 47,284 | 57,211 |
Total assets | 1,361,382 | 470,779 |
Current liabilities: | ||
Accounts payable | 1,338,496 | 1,473,513 |
Accrued interest payable | 866,425 | 763,641 |
Accrued liabilities - related party | 925,573 | 1,143,235 |
Customer deposits - related party | 400,000 | 400,000 |
Accrued payroll taxes | 225,703 | 106,742 |
Debt, current portion, net of debt discount | 3,825,551 | 2,938,836 |
Derivative liability | 135,997 | 396,143 |
Total current liabilities | 7,717,745 | 7,222,110 |
Debt, long-term portion | 35,343 | 37,581 |
Total liabilities | 7,753,088 | 7,259,691 |
Stockholders' equity (deficit): | ||
Common stock, $.001 par value; 1,000,000,000 shares authorized; 576,798,277 and 508,674,682 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 576,798 | 508,675 |
Additional paid-in capital | 51,183,915 | 48,520,062 |
Common stock issuable | 58,670 | 58,670 |
Common stock held in escrow | 8,441 | 8,441 |
Accumulated deficit | (58,165,476) | (55,830,210) |
Non-controlling interest | (56,781) | (57,277) |
Total stockholders' deficit | (6,391,706) | (6,788,912) |
Total liabilities and stockholders' deficit | 1,361,382 | 470,779 |
Preferred Stock Series A [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock Series A, $.001 par value; 410 shares authorized; 3 issued and outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Preferred Stock Series B [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock Series A, $.001 par value; 410 shares authorized; 3 issued and outstanding at June 30, 2021 and December 31, 2020 | $ 2,727 | $ 2,727 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' equity (deficit): | ||
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 576,798,277 | 508,674,682 |
Common stock, shares outstanding | 576,798,277 | 508,674,682 |
Preferred Stock Series A [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 410 | 410 |
Preferred stock, shares issued | 3 | 3 |
Preferred stock, shares outstanding | 3 | 3 |
Preferred Stock Series B [Member] | ||
Stockholders' equity (deficit): | ||
Preferred stock, shares par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,636,360 | 3,636,360 |
Preferred stock, shares issued | 2,727,270 | 2,727,270 |
Preferred stock, shares outstanding | 2,727,270 | 2,727,270 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Statements of Operations (Unaudited) | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of revenues | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Payroll and related expenses | 86,790 | 83,408 | 175,869 | 166,158 |
Consulting | 129,716 | 51,000 | 234,216 | 113,000 |
Professional fees | 102,911 | 52,309 | 178,974 | 99,109 |
Research and development | 4,964 | 0 | 9,927 | 10,308 |
General and administrative | 14,181 | 3,544 | 24,329 | 13,350 |
Total operating expenses | 338,562 | 190,261 | 623,315 | 401,925 |
Operating loss | (338,562) | (190,261) | (623,315) | (401,925) |
Other income (expense): | ||||
Interest expense, net | (462,091) | (522,193) | (950,039) | (889,503) |
Change in fair value of derivative liability | 142,172 | 64,103 | (761,416) | (173,865) |
Net loss | (658,481) | (648,351) | (2,334,770) | (1,465,293) |
Less: Noncontrolling interest in net loss | 168 | 7 | 496 | 525 |
Net loss to shareholders | $ (658,313) | $ (648,344) | $ (2,334,274) | $ (1,464,768) |
Net loss per common share: | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding: | ||||
Basic and diluted- | 570,430,373 | 399,587,534 | 556,333,323 | 367,218,079 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock Issuable | Preferred Stock | Common Stock | Additional Paid-in Capital | Common Stock Held In Escrow | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2019 | 2,727,273 | 267,450,017 | ||||||
Balance, amount at Dec. 31, 2019 | $ (6,561,500) | $ 58,670 | $ 2,727 | $ 267,450 | $ 46,265,016 | $ 8,441 | $ (53,107,440) | $ (56,364) |
Warrants issued with debt | 12,654 | 0 | 0 | $ 0 | 12,654 | 0 | 0 | 0 |
Debt converted, shares | 154,226,594 | |||||||
Debt converted, amount | 1,234,558 | 0 | 0 | $ 154,227 | 1,080,331 | 0 | 0 | 0 |
Net loss | (1,465,293) | 0 | 0 | 0 | 0 | 0 | (1,465,293) | 0 |
Noncontrolling interest | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 525 | (525) |
Balance, shares at Jun. 30, 2020 | 2,727,273 | 421,676,611 | ||||||
Balance, amount at Jun. 30, 2020 | (6,779,581) | 58,670 | $ 2,727 | $ 421,677 | 47,358,001 | 8,441 | (54,572,208) | (56,889) |
Balance, shares at Mar. 31, 2020 | 2,727,273 | 390,545,478 | ||||||
Balance, amount at Mar. 31, 2020 | (6,797,936) | 58,670 | $ 2,727 | $ 390,546 | 46,722,426 | 8,441 | (53,923,864) | (56,882) |
Debt converted, shares | 31,131,133 | |||||||
Debt converted, amount | 666,706 | 0 | 0 | $ 31,131 | 635,575 | 0 | 0 | 0 |
Net loss | (648,351) | 0 | 0 | 0 | 0 | 0 | (648,351) | 0 |
Noncontrolling interest | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 7 | (7) |
Balance, shares at Jun. 30, 2020 | 2,727,273 | 421,676,611 | ||||||
Balance, amount at Jun. 30, 2020 | (6,779,581) | 58,670 | $ 2,727 | $ 421,677 | 47,358,001 | 8,441 | (54,572,208) | (56,889) |
Balance, shares at Dec. 31, 2020 | 2,727,273 | 508,674,682 | ||||||
Balance, amount at Dec. 31, 2020 | (6,788,912) | 58,670 | $ 2,727 | $ 508,675 | 48,520,062 | 8,441 | (55,830,210) | (57,277) |
Warrants issued with debt | 70,133 | 0 | 0 | $ 0 | 70,133 | 0 | 0 | 0 |
Debt converted, shares | 53,383,002 | |||||||
Debt converted, amount | 2,133,137 | 0 | 0 | $ 53,383 | 2,079,754 | 0 | 0 | 0 |
Net loss | (2,334,770) | 0 | 0 | 0 | 0 | 0 | (2,334,770) | |
Noncontrolling interest | 0 | $ 0 | $ 0 | 0 | (496) | 496 | ||
Sale of common shares, shares | 2,500,000 | |||||||
Sale of common shares, amount | 25,000 | $ 2,500 | 22,500 | |||||
Stock issued with debt, shares | 10,000,000 | |||||||
Stock issued with debt, amount | 497,000 | $ 10,000 | 487,000 | |||||
Stock issued for services, shares | 45,471 | |||||||
Stock issued for services, amount | 1,950 | $ 45 | 1,905 | |||||
Warrants exercised, shares | 2,195,122 | |||||||
Warrants exercised, amount | $ 2,195 | (2,195) | ||||||
Warrants issued for services | 4,756 | 4,756 | ||||||
Balance, shares at Jun. 30, 2021 | 2,727,273 | 576,798,277 | ||||||
Balance, amount at Jun. 30, 2021 | (6,391,706) | 58,670 | $ 2,727 | $ 576,798 | 51,183,915 | 8,441 | (58,165,476) | (56,781) |
Balance, shares at Mar. 31, 2021 | 2,727,273 | 564,094,174 | ||||||
Balance, amount at Mar. 31, 2021 | (6,173,653) | 58,670 | $ 2,727 | $ 564,095 | 50,756,190 | 8,441 | (57,507,163) | (56,613) |
Debt converted, shares | 10,463,410 | |||||||
Debt converted, amount | 433,722 | 0 | 0 | $ 10,463 | 423,259 | 0 | 0 | 0 |
Net loss | (658,481) | 0 | 0 | 0 | 0 | 0 | (658,481) | 0 |
Noncontrolling interest | 0 | 0 | 0 | $ 0 | 0 | 0 | 168 | (168) |
Stock issued for services, shares | 45,571 | |||||||
Stock issued for services, amount | 1,950 | 0 | 0 | $ 45 | 1,905 | 0 | 0 | 0 |
Warrants exercised, shares | 2,195,122 | |||||||
Warrants exercised, amount | 0 | 0 | 0 | $ 2,195 | (2,195) | 0 | 0 | 0 |
Warrants issued for services | 4,756 | $ 0 | $ 0 | 4,756 | 0 | 0 | 0 | |
Balance, shares at Jun. 30, 2021 | 2,727,273 | 576,798,277 | ||||||
Balance, amount at Jun. 30, 2021 | $ (6,391,706) | $ 58,670 | $ 2,727 | $ 576,798 | $ 51,183,915 | $ 8,441 | $ (58,165,476) | $ (56,781) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating Activities: | ||
Net loss | $ (2,334,770) | $ (1,465,293) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Warrants issued for services | 4,756 | |
Stock issued for services | 1,950 | |
Non-cash interest expense | 452,831 | 0 |
Change in fair value of derivative liability | 761,416 | 173,865 |
Amortization of debt discount | 409,444 | 702,888 |
Depreciation expense | 9,927 | 10,308 |
Changes in operating assets and liabilities: | ||
Inventory | (68,353) | (29,849) |
Prepaid assets | (163,002) | 5,000 |
Accounts payable | (135,017) | 94,818 |
Accrued interest payable | 88,259 | 171,977 |
Accrued liabilities - related party | (217,662) | 170,344 |
Accrued payroll taxes | 118,961 | 3,229 |
Net cash from operating activities | (1,071,260) | (162,713) |
Investing Activities: | ||
Intangible assets | (19,501) | (7,747) |
Net cash from investing activities | (19,501) | (7,747) |
Financing Activities: | ||
Proceeds from debt | 1,405,000 | 157,000 |
Payments on debt | (14,565) | (1,843) |
Proceeds from sale of common stock | 25,000 | 0 |
Net cash from financing activities | 1,415,435 | 155,157 |
Net (decrease) increase in cash | 324,674 | (15,303) |
Cash, beginning of period | 33 | 15,306 |
Cash, end of period | 324,707 | 3 |
Cash paid for: | ||
Interest | 34,745 | 16,167 |
Income taxes | 0 | |
Non-cash investing and financing activities: | ||
Debt and interest settled for common stock | 2,133,137 | 1,234,558 |
Stock and warrants issued with debt | 567,133 | 12,654 |
Derivative liability offset by debt discount | $ 383,116 | $ 321,633 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Note 1 - Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of Significant Accounting Policies Description of Business Cool Technologies, Inc. and subsidiary, (“the Company” or “Cool Technologies” or “CoolTech”) was incorporated in the State of Nevada in July 2002. In April 2014, CoolTech formed Ultimate Power Truck, LLC (“Ultimate Power Truck” or “UPT”), of which the Company owns 95% and a shareholder of Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc. The Company’s technologies can be divided into two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology. The Company has developed and is commercializing a mobile power generation system that enables work trucks retrofitted with the system to generate electric power. The Company intends to sell the mobile power generator system to government, commercial and fleet vehicle owners. It may license its system as well. CoolTech has also developed and intends to commercialize patented heat dispersion technologies by licensing them to electric motor, pump and vehicle component manufacturers. In preparation, CoolTech has applied for trademarks for its MG system as well as one of its technologies and its acronym. Cool Technologies currently owns one trademark: TEHPC (Totally Enclosed Heat Pipe Cooled). The Company believes that its proprietary technologies, including the patent portfolio and trade secrets, can help increase the efficiency and positively effect manufacturing cost structure in several large industries beginning with motors/generators and fleet vehicles. The markets for products utilizing the technologies include consumer, industrial, agricultural and military markets, both in the U.S. and worldwide. As of June 30, 2021, we have seven US patents, one Canadian patent, two granted patents (1 Mexican, 1 Canadian) and two pending applications (1 in the US, 1 in Brazil) covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as “thermal” or “heat dispersion technology”). Cool Technologies also has Patent Cooperation Treaty (“PCT”) applications filed for a heat pipe cooled brake system and radial vent thermal technology as well as a pending PCT application that covers integrated electrical power generation methods and systems. Basis of Presentation The accompanying consolidated financial statements as of June 30, 2021, have 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 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. Noncontrolling interest represents the 5% third-party interest in UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. 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 the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. CoolTech has incurred net losses of $58,165,476 since inception and has not commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to generate revenue, achieve profitable operations and repay obligations when they come due and raising additional capital. There cannot be any assurance that the Company will ever generate revenue or even if it does generate revenue that it will achieve profitable operations. Furthermore, no assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing. As of the filing date of this Quarterly Report on Form 10-Q, management is negotiating additional non-dilutive funding arrangements to support completion of the initial phases of the Company’s business plan: to license its thermal technologies and applications, including submersible dry-pit applications and to license and sell mobile generation retrofit kits. There can be no assurance, however, that the Company will be successful in accomplishing these objectives. Consequently, it may have to curtail or cease operations if funding is not received by the end of the third quarter. 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 consolidated financial statements. |
Customer deposits Related party
Customer deposits Related party | 6 Months Ended |
Jun. 30, 2021 | |
Customer deposits Related party | |
Note 2 - Customer deposits - Related party | Note 2 – Customer deposits – Related party Customer deposits 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, 2021 | |
Debt | |
Note 3 - Debt | Note 3 – Debt Debt consists of the following: June 30, 2021 December 31, 2020 Notes payable $ 2,322,239 $ 2,639,500 Convertible notes payable 1,545,700 319,000 PPP Loan 52,612 52,612 Vehicle financing 42,703 55,918 Related party advances 48,537 49,887 Note payable – UPT minority owner 110,000 110,000 4,121,791 3,226,917 Debt discount (260,897 ) (250,500 ) 3,860,894 2,976,417 Less: current portion (3,825,551 ) (2,938,836 ) Long-term portion $ 35,343 $ 37,581 Notes Payable From September 5 – 7, 2018, the Company entered into Promissory Note Agreements with two accredited investors. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On September 11, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and it issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default. From September 7 - 17, 2018, the Company entered into Promissory Note Agreements with three accredited investors. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On September 25, 2018, the Company entered into Promissory Note Agreements with an accredited investor. CoolTech received $125,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 16, 2020, the investor signed an amendment to the agreement extending the maturity date until April 30, 2020. As of the filing date, the Company has not received a notice of default. On October 2, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On October 26, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On October 26, 2019, the Company and the investor signed an amendment to the agreement extending the maturity date for seven months. On November 20, 2020, they signed another amendment to the agreement in which they agreed that in the event there are any amounts outstanding under the Note on January 1, 2021, the investor shall be able to convert, any amounts outstanding under the Note into shares of common stock, at a conversion price of seventy one percent of the lowest Volume Weighted Average Price (VWAP) over the previous ten trading days prior to the delivery of a conversion notice. On January 20, 2021, the Company issued 15,000,000shares of common stock to LGH Investments, LLC upon partial conversion of $137,385 on convertible debt and interest of $333,938. On January 22, 2021, the Company issued 15,000,000 shares of common stock to LGH Investments, LLC upon partial conversion of $137,385 on convertible debt and interest of $333,938. On February 3, 2021, the Company issued 2,653,125 shares of common stock to LGH Investments, LLC upon final conversion of $38,205 (minus an adjustment of $20,963 for a previous conversion overage) on convertible debt and interest of $333,938. On December 19, 2018, the Company entered into a Promissory Note Agreement with an accredited investor. It received $50,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and Cool Technologies issued cashless warrants to purchase 400,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 13, 2019, the Company and a vendor agreed to convert an overdue $25,000 account payable into a Promissory Note Agreement. CoolTech promised to pay the principal amount together with simple interest of 15% per annum. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property as collateral and CoolTech issued cashless warrants to purchase 200,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 18, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the Company defaulted on the note payable. The principal and interest as of May 19, 2020, total $317,038. As of the filing date, the Company has not received a notice of default for the note. As per the terms of the note, interest will continue to accrue at 15% per annum until paid in full. On March 19, 2019, the Company entered into a Promissory Note Agreement with an accredited investor. It received $250,000 in financing and promised to pay the principal amount together with simple interest of 15% per annum on or before the one-year anniversary. Furthermore, the Company committed to pay the principal amount and accrued interest within 30 days of the receipt of funds from debt or surety bond financing. In exchange, the Company granted a security interest in all of the Company’s intellectual property and CoolTech issued cashless warrants to purchase 2,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. On March 19, 2020, the investor signed an amendment to the agreement extending the maturity date for four months. As of the filing date, the Company has not received a notice of default. On January 31, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $36,000 in financing and promised to pay the principal amount together with simple interest of 3% per annum. Furthermore, the Company issued cashless warrants to purchase 4,000,000 shares of common stock at an exercise price of $0.005. The warrants expire after five years. On May 4, 2020, the Company received loan proceeds of $52,612 (the “PPP Loan”) under the Paycheck Protection Program (“PPP” under the Coronavirus Aid, Relief and Economic Security Act). The PPP Loan is evidenced by a promissory note (the “Note”) between the Company and Small Business Administration (the “Lender”). The Note has a two-year term, bears interest at the rate of 1.00% per annum, and may be prepaid at any time without payment of any premium. No collateral or guarantees were provided in connection with the PPP Notes. No payments of principal or interest are due during the six-month period beginning on the date of the Note (the “Deferral Period”). The principal and accrued interest under the Note is forgivable after eight weeks if the Company uses the PPP Loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and otherwise complies with PPP requirements. In order to obtain forgiveness of the PPP Loan, the Company submitted a request and provided documentation regarding its compliance with applicable requirements. If and when the loan is forgiven, the principal and interest will be removed from the Company’s books. If forgiveness is not granted, the Company must repay any unforgiven principal amount of the Note, with interest, on a monthly basis following the Deferral Period. No assurance can be provided that forgiveness for all or any portion of the PPP Loan will be obtained. The Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or covenants. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. On June 29, 2020, the Company entered into a Promissory Note Agreement with an accredited investor. It received $85,000 in financing and promised to pay the principal amount together with interest of $10,000 by July 29, 2020. As additional compensation, the investor received cashless warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.05. The warrants expire after five years. In the event of a default, the investor may, upon written notice to the Company, declare all unpaid principal and interest immediately due and payable. As of the filing date, the Company has not received a notice of default. Convertible notes payable September Convertible Note October Convertible Note October Convertible Note November Convertible Note January Convertible Note February Convertible Note February Convertible Note March Convertible Note March Convertible Note March Convertible Note Test Vehicle Financing In July 2018, CoolTech traded-in one test vehicle and purchased another bearing an interest rate of 9.92% payable monthly over 6 years. In June 2019, the Company entered into two finance agreements for the purchase of two test vehicles bearing an interest rate of 9.92% payable monthly over a 5-year period. Note payable – UPT minority owner A promissory note is held by the 5% minority owner of UPT. The terms of the note have not been finalized. Warrants Issued with Debt When the Company issues notes payable, it 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, 2020 23,467,717 $ 0.04 3.1 $ 36,800 Granted 2,000,000 0.10 - - Forfeited or expired - - - - Exercised - - - - Outstanding, June 30, 2021 25,467,717 0.05 2.8 844,938 Exercisable, June 30, 2021 25,467,717 $ 0.05 2.8 $ 844,938 Transactions with Related Parties The related party advances, in the amount of $48,537 at June 30, 2021 and $49,887 at December 31, 2020, are held by two of the Company’s officers and relate to unreimbursed expenses which carry no interest and are due on demand. The note payable - UPT minority owner, in the amount of $110,000 at June 30, 2021 and December 31, 2020, is 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, 2021 $ 4,086,448 2022 14,234 2023 14,234 2024 6,875 $ 4,121,791 |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Liability | |
Note 4 - Derivative Liability | Note 4 – Derivative Liability Under the terms of the October 8, 2020, November 18, 2020, February 4, 2021, and March 12, 2021 Convertible Notes, the Company 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: Six Months Ended June 30, 2021 Volatility 183.4-257.3 % Risk-free interest rate 0.02–0.13 % Expected life (years) 0.42–1.0 Dividend yield - Changes in the derivative liability were as follows: Six Months Ended June 30, 2021 Level 1 Level 2 Level 3 Total Convertible debt and other derivative liabilities at December 31, 2020 $ - $ - $ 396,143 $ 396,143 Conversions of convertible debt - - (1,404,678 ) (1,404,678 ) Issuance of convertible debt and other derivatives - - 383,116 383,116 Change in fair value - - 761,416 761,416 Convertible debt and other derivative liabilities at June 30, 2021 $ - $ - $ 135,997 $ 135,997 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies | |
Note 5 - Commitments and Contingencies | Note 5 – Commitments and Contingencies Securities and Exchange Commission Settlement On September 20, 2018, the SEC approved an offer to settle the enforcement proceedings against the Company pursuant to Section 21C of the Securities Exchange Act of 1934. These proceedings arose out of the violation of the Regulation S-X requirement that interim financial statements filed as part of a Form 10-Q be reviewed by an independent public accounting firm prior to filing. On three occasions, specifically, May 20, 2013, August 19, 2013, and August 22, 2016, Cool Technologies filed Form 10-Qs that contained financial statements that were not reviewed by an independent public accounting firm. In two cases, the Company properly disclosed that the 10Q’s were “unaudited and unreviewed” as set forth by the guidance in the Division of Corporation Finance Financial Reporting Manual Section 4410.3 and in each case, the Company subsequently filed a restated and amended Form 10-Q/A that complied with the Interim Review Requirement. In no instance were the filings ever subjected to audit challenge. Pursuant to the enforcement proceeding instituted by the SEC, the Company settled for a fine of $75,000 and agreed to cease and desist from any future violations of Sections 13(a) of the Exchange Act and Rule 13a-13 thereunder, and Rule 8-03 of Regulation S-X. As of the date of this filing, the Company still owes the SEC $50,000, which is included within accounts payable on the consolidated balance sheets. Cool Technologies’ subsidiary Ultimate Power Truck, LLC (“UPT”) is in pending litigation ( PGC Investments, LLC, et al. v. Ultimate Power Truck, LLC There is also a potential arbitration claim by PGC Investments, LLC against Cool Technologies seeking damages in the amount of $360,500 for breach of contract and breach of the implied covenant of good faith and fair dealing. The Company vigorously disputes that and believes it has the documentation and evidence to prevail. 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, will not have a material adverse effect on the consolidated results of operations, financial position, or cash flow. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity | |
Note 6 - Equity | Note 6 – Equity Preferred Stock Cool Technologies has 15,000,000 preferred shares authorized and 3 Series A and 2,727,270 Series B preferred shares issued and outstanding as of June 30, 2021. 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 the Company’s 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 3,636,360 shares of the Company’s common stock at an exercise price of $0.07 per share. The warrants cannot be exercised on a cashless basis. 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 Company’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 Company 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 Company. The warrants cannot be exercised on a cashless basis. Preferred stock issuable on the consolidated balance sheets represents preferred stock to be issued for either cash received, or services performed. As of June 30, 2021 and December 31, 2020 the number of shares of preferred stock to be issued was 0 and the number of shares of Series B preferred stock was 2,727,270. On January 25, 2019, Spirit Bear, Ltd. converted their remaining 17 shares of Series A preferred stock into 850,000 shares of common stock. KHIC, Inc., a related party holds the remaining 3 shares of 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 a part 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 February 13, 2020, stockholders holding shares that entitled them to exercise at least a majority of the voting power, voted in favor of increasing the number of authorized shares of common stock, from 500,000,000 shares to 1,000,000,000 shares. Common stock issuable on the consolidated balance sheets represents common stock to be issued for either cash received, or services performed. As of June 30, 2021 and December 31, 2020, the number of shares of common stock to be issued was 494,697 shares. Common stock warrants issued with the sale of common stock When the Company sells shares of its 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 common stock as of June 30, 2021, 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, 2020 33,131,539 $ 0.08 1.0 $ - Granted - - - - Forfeited or cancelled (11,962,714 ) 0.13 - - Outstanding, June 30, 2021 21,168,825 0.07 0.9 463,432 Exercisable, June 30, 2021 21,168,825 $ 0.07 0.9 $ 463,432 |
Sharebased payments
Sharebased payments | 6 Months Ended |
Jun. 30, 2021 | |
Sharebased payments | |
Note 7 - Share-based payments | Note 7 – Share-based payments Nonemployee common stock warrants -- Fully-vested upon issuance Cool Technologies 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, 2020 11,916,503 $ 0.05 1.9 $ 10,500 Granted 100,000 0.08 -- -- Forfeited or expired (1,266,503 ) 0.30 -- -- Outstanding, June 30, 2021 10,750,000 0.02 2.2 578,700 Exercisable, June 30, 2021 10,750,000 $ 0.02 2.2 $ 578,700 |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2021 | |
Net Loss per Share | |
Note 8 - Net Loss per Share | 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, 2021 2020 2021 2020 Net loss available for stockholders $ (658,313 ) $ (648,344 ) $ (2,334,274 ) $ (1,464,768 ) Weighted average outstanding shares of common stock 570,430,373 399,587,534 556,333,323 367,218,079 Dilutive effect of stock options and warrants - - - - Common stock and equivalents 570,430,373 399,587,534 556,333,323 367,218,079 Net loss per share - Basic and diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) Outstanding stock options and common stock warrants are considered anti-dilutive because the Company is in a net loss position. The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: June 30 2021 2020 Stock options 4,000,000 4,000,000 Common stock warrants 63,036,542 68,371,888 Common stock issuable 494,697 494,697 Convertible notes 38,375,495 98,025,667 Convertible preferred stock 2,877,270 2,877,270 Total 108,784,004 173,769,522 Total exercisable at June 30 65,913,812 169,274,825 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
Note 9 - Subsequent Events | Note 9 – Subsequent Events On August 10, 2021, the Company issued 1,108,647 shares of common stock to Power Up Lending Group, Ltd. upon partial conversion of $50,000 on principal of $77,000. On August 11, 2021, the Company issued 765,217 shares of common stock to Power Up Lending Group, Ltd. upon final conversion of $29,920 on principal of $77,000. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Description of Business and Summary of Significant Accounting Policies | |
Description of Business | Cool Technologies, Inc. and subsidiary, (“the Company” or “Cool Technologies” or “CoolTech”) was incorporated in the State of Nevada in July 2002. In April 2014, CoolTech formed Ultimate Power Truck, LLC (“Ultimate Power Truck” or “UPT”), of which the Company owns 95% and a shareholder of Cool Technologies owns 5%. Cool Technologies was formerly known as Bibb Corporation, as Z3 Enterprises, and as HPEV, Inc. On August 20, 2015, the Company changed its name to Cool Technologies, Inc. The Company’s technologies can be divided into two distinct but complementary categories: a) mobile power generation and b) heat dispersion technology. The Company has developed and is commercializing a mobile power generation system that enables work trucks retrofitted with the system to generate electric power. The Company intends to sell the mobile power generator system to government, commercial and fleet vehicle owners. It may license its system as well. CoolTech has also developed and intends to commercialize patented heat dispersion technologies by licensing them to electric motor, pump and vehicle component manufacturers. In preparation, CoolTech has applied for trademarks for its MG system as well as one of its technologies and its acronym. Cool Technologies currently owns one trademark: TEHPC (Totally Enclosed Heat Pipe Cooled). The Company believes that its proprietary technologies, including the patent portfolio and trade secrets, can help increase the efficiency and positively effect manufacturing cost structure in several large industries beginning with motors/generators and fleet vehicles. The markets for products utilizing the technologies include consumer, industrial, agricultural and military markets, both in the U.S. and worldwide. As of June 30, 2021, we have seven US patents, one Canadian patent, two granted patents (1 Mexican, 1 Canadian) and two pending applications (1 in the US, 1 in Brazil) covering composite heat structures, motors, and related structures, heat pipe architecture, and applications (commonly referred to as “thermal” or “heat dispersion technology”). Cool Technologies also has Patent Cooperation Treaty (“PCT”) applications filed for a heat pipe cooled brake system and radial vent thermal technology as well as a pending PCT application that covers integrated electrical power generation methods and systems. |
Basis of Presentation | The accompanying consolidated financial statements as of June 30, 2021, have 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 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. Noncontrolling interest represents the 5% third-party interest in UPT. There are no restrictions on the transfer of funds or net assets from UPT to Cool Technologies. 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 the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020. |
Going Concern | The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. CoolTech has incurred net losses of $58,165,476 since inception and has not commenced operations, raising substantial doubt about its ability to continue as a going concern. Management believes that the Company’s ability to continue as a going concern is dependent on its ability to generate revenue, achieve profitable operations and repay obligations when they come due and raising additional capital. There cannot be any assurance that the Company will ever generate revenue or even if it does generate revenue that it will achieve profitable operations. Furthermore, no assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing. As of the filing date of this Quarterly Report on Form 10-Q, management is negotiating additional non-dilutive funding arrangements to support completion of the initial phases of the Company’s business plan: to license its thermal technologies and applications, including submersible dry-pit applications and to license and sell mobile generation retrofit kits. There can be no assurance, however, that the Company will be successful in accomplishing these objectives. Consequently, it may have to curtail or cease operations if funding is not received by the end of the third quarter. |
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 consolidated financial statements. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Summary of Debt | June 30, 2021 December 31, 2020 Notes payable $ 2,322,239 $ 2,639,500 Convertible notes payable 1,545,700 319,000 PPP Loan 52,612 52,612 Vehicle financing 42,703 55,918 Related party advances 48,537 49,887 Note payable – UPT minority owner 110,000 110,000 4,121,791 3,226,917 Debt discount (260,897 ) (250,500 ) 3,860,894 2,976,417 Less: current portion (3,825,551 ) (2,938,836 ) Long-term portion $ 35,343 $ 37,581 |
Summary of notes payable warrants issued | Number of Warrants Weighted- average Exercise Price Weighted- average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 23,467,717 $ 0.04 3.1 $ 36,800 Granted 2,000,000 0.10 - - Forfeited or expired - - - - Exercised - - - - Outstanding, June 30, 2021 25,467,717 0.05 2.8 844,938 Exercisable, June 30, 2021 25,467,717 $ 0.05 2.8 $ 844,938 |
Schedule of future contractual maturities of debt | Year ending December 31, 2021 $ 4,086,448 2022 14,234 2023 14,234 2024 6,875 $ 4,121,791 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Liability (Tables) | |
Schedule of derivative liabilities at fair value | Six Months Ended June 30, 2021 Volatility 183.4-257.3 % Risk-free interest rate 0.02–0.13 % Expected life (years) 0.42–1.0 Dividend yield - |
Changes in derivative liability | Six Months Ended June 30, 2021 Level 1 Level 2 Level 3 Total Convertible debt and other derivative liabilities at December 31, 2020 $ - $ - $ 396,143 $ 396,143 Conversions of convertible debt - - (1,404,678 ) (1,404,678 ) Issuance of convertible debt and other derivatives - - 383,116 383,116 Change in fair value - - 761,416 761,416 Convertible debt and other derivative liabilities at June 30, 2021 $ - $ - $ 135,997 $ 135,997 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity | |
Summary of common stock warrants issued | Number of Warrants Weighted- average Exercise Price Weighted- average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 33,131,539 $ 0.08 1.0 $ - Granted - - - - Forfeited or cancelled (11,962,714 ) 0.13 - - Outstanding, June 30, 2021 21,168,825 0.07 0.9 463,432 Exercisable, June 30, 2021 21,168,825 $ 0.07 0.9 $ 463,432 |
Sharebased payments (Tables)
Sharebased payments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Sharebased payments | |
Summary of Nonemployee common stock warrants -Fully-vested upon issuance | Number of Warrants Weighted- average Exercise Price Weighted- average Remaining Life (Years) Aggregate Intrinsic Value Outstanding, December 31, 2020 11,916,503 $ 0.05 1.9 $ 10,500 Granted 100,000 0.08 -- -- Forfeited or expired (1,266,503 ) 0.30 -- -- Outstanding, June 30, 2021 10,750,000 0.02 2.2 578,700 Exercisable, June 30, 2021 10,750,000 $ 0.02 2.2 $ 578,700 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Net Loss per Share | |
Schedule of earnings per share, basic and diluted | Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net loss available for stockholders $ (658,313 ) $ (648,344 ) $ (2,334,274 ) $ (1,464,768 ) Weighted average outstanding shares of common stock 570,430,373 399,587,534 556,333,323 367,218,079 Dilutive effect of stock options and warrants - - - - Common stock and equivalents 570,430,373 399,587,534 556,333,323 367,218,079 Net loss per share - Basic and diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) |
Stock options and warrants outstanding | June 30 2021 2020 Stock options 4,000,000 4,000,000 Common stock warrants 63,036,542 68,371,888 Common stock issuable 494,697 494,697 Convertible notes 38,375,495 98,025,667 Convertible preferred stock 2,877,270 2,877,270 Total 108,784,004 173,769,522 Total exercisable at June 30 65,913,812 169,274,825 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Apr. 30, 2014 | |
Net losses | $ (58,165,476) | |
Equity method investment ownership percentage | 5.00% | |
UPT Minority Owner [Member] | ||
Equity method investment ownership percentage | 95.00% | |
Minority interest percentage | 5.00% | 95.00% |
Customer deposits Related par_2
Customer deposits Related party (Details Narrative) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Customer deposits Related party | ||
Customer deposits - related party | $ 400,000 | $ 400,000 |
Ownership percentage | 5.00% |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt | ||
Notes payable | $ 2,322,239 | $ 2,639,500 |
Convertible notes payable | 1,545,700 | 319,000 |
PPP Loan | 52,612 | 52,612 |
Vehicle financing | 42,703 | 55,918 |
Related party advances | 48,537 | 49,887 |
Note payable - UPT minority owner | 110,000 | 110,000 |
Total | 4,121,791 | 3,226,917 |
Debt discount | (260,897) | (250,500) |
Total | 3,860,894 | 2,976,417 |
Less: current portion | (3,825,551) | (2,938,836) |
Long-term portion | $ 35,343 | $ 37,581 |
Debt (Details 1)
Debt (Details 1) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Aggregate Intrinsic Value | |
Shares Granted | shares | 0 |
Shares Forfeited or expired | shares | 11,962,714 |
Granted | $ / shares | $ 0 |
Forfeited or expired | $ / shares | $ 0.13 |
Warrant [Member] | |
Aggregate Intrinsic Value | |
Shares Outstanding, Beginning | shares | 23,467,717 |
Shares Granted | shares | 2,000,000 |
Shares Forfeited or expired | shares | 0 |
Shares Exercised | shares | 0 |
Shares Outstanding, Ending | shares | 25,467,717 |
Shares Exercisable, Ending | shares | 25,467,717 |
Per share Outstanding, Beginning | $ / shares | $ 0.04 |
Granted | $ / shares | 0.10 |
Forfeited or expired | $ / shares | 0 |
Exercised | $ / shares | 0 |
Outstanding, Ending | $ / shares | 0.05 |
Per share Exercisable, Ending | $ / shares | $ 0.05 |
Weighted-average Remaining Life, Beginning | 3 years 1 month 6 days |
Weighted-average Remaining Life, Ending | 2 years 9 months 18 days |
Weighted-average Remaining Life, exercisable | 2 years 9 months 18 days |
Intrinsic Value Outstanding, Beginning | $ | $ 36,800 |
Intrinsic Value Outstanding, Ending | $ | 844,938 |
Intrinsic Value Exercisable, Ending | $ | $ 844,938 |
Debt (Details 2)
Debt (Details 2) | Jun. 30, 2021USD ($) |
Debt | |
2021 | $ 4,086,448 |
2022 | 14,234 |
2023 | 14,234 |
2024 | 6,875 |
Total | $ 4,121,791 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 12, 2021 | Feb. 04, 2021 | Feb. 03, 2021 | Oct. 08, 2020 | Mar. 13, 2019 | Oct. 02, 2018 | Sep. 11, 2018 | Mar. 24, 2021 | Mar. 17, 2021 | Feb. 25, 2021 | Jan. 22, 2021 | Jan. 20, 2021 | Jan. 18, 2021 | Nov. 18, 2020 | Oct. 30, 2020 | Sep. 15, 2020 | Jun. 29, 2020 | May 04, 2020 | Jan. 31, 2020 | Mar. 19, 2019 | Mar. 18, 2019 | Dec. 19, 2018 | Oct. 26, 2018 | Sep. 25, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 25, 2021 | May 24, 2021 | May 03, 2021 | Apr. 27, 2021 | Apr. 23, 2021 | Dec. 31, 2020 | Sep. 17, 2018 | Sep. 07, 2018 | Apr. 30, 2014 |
Related party advances | $ 48,537 | $ 48,537 | $ 49,887 | ||||||||||||||||||||||||||||||||||
Common stock shares issued | 576,798,277 | 576,798,277 | 508,674,682 | ||||||||||||||||||||||||||||||||||
Legal fees | $ 129,716 | $ 51,000 | $ 234,216 | $ 113,000 | |||||||||||||||||||||||||||||||||
Interest payable | 866,425 | 866,425 | $ 763,641 | ||||||||||||||||||||||||||||||||||
LGH Investments, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Convertible debt | $ 51,500 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued | 5,150,000 | ||||||||||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||||||||||
Interest rate | 1.00% | ||||||||||||||||||||||||||||||||||||
Proceeds from Loans | $ 52,612 | ||||||||||||||||||||||||||||||||||||
Term of loan | 2 years | ||||||||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 25,000 | ||||||||||||||||||||||||||||||||||||
Convertible Note Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
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 common stock at a conversion price of $0.01. 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. | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,000 | ||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 4, 2022 | Nov. 25, 2021 | Oct. 19, 2021 | May 30, 2021 | |||||||||||||||||||||||||||||||||
Common stock shares issued | 2,000,000 | 2,000,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||
Debt in 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. | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 45,000 | ||||||||||||||||||||||||||||||||||||
March Convertible Note Two [Member] | |||||||||||||||||||||||||||||||||||||
Convertible debt | $ 250,000 | 297,000 | 297,000 | ||||||||||||||||||||||||||||||||||
Maturity date | Dec. 24, 2021 | ||||||||||||||||||||||||||||||||||||
Debt in default, description | If the note is repaid by the maturity date, the investor will forfeit the block of 2,500,000 shares of restricted common stock and the shares will be returned to the Company’s treasury. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $1,000 will accrue until the default is remedied. | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 275,000 | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 25,000 | ||||||||||||||||||||||||||||||||||||
Commitment shares description | It issued two sets of commitment shares: a block of 500,000 and a block of 2,500,000 shares of restricted common stock as well as warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. | ||||||||||||||||||||||||||||||||||||
Terms of conversion feature | After 60 days, if the note has not been paid in full, the investor will have the right to purchase up to 6 million additional warrant shares. | ||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
March Convertible Note One [Member] | |||||||||||||||||||||||||||||||||||||
Convertible debt | $ 65,000 | 73,444 | 73,444 | ||||||||||||||||||||||||||||||||||
Maturity date | Mar. 12, 2022 | ||||||||||||||||||||||||||||||||||||
Debt in default, description | In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 71,700 | ||||||||||||||||||||||||||||||||||||
Legal fees | 3,000 | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 3,700 | ||||||||||||||||||||||||||||||||||||
Terms of conversion feature | After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||||||||
March Convertible Note Three [Member] | |||||||||||||||||||||||||||||||||||||
Convertible debt | $ 750,000 | $ 891,000 | $ 891,000 | ||||||||||||||||||||||||||||||||||
Maturity date | Dec. 24, 2021 | ||||||||||||||||||||||||||||||||||||
Debt in default, description | If the note is repaid by the maturity date, the investor will forfeit the block of 2,500,000 shares of restricted common stock and the shares will be returned to the Company’s treasury. In the event of default, the outstanding balance will increase by 25% and a daily penalty of $1,000 will accrue until the default is remedied. | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible debt | $ 825,000 | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 75,000 | ||||||||||||||||||||||||||||||||||||
Commitment shares description | It issued two sets of commitment shares: a block of 500,000 and a block of 2,500,000 shares of restricted common stock as well as warrants to purchase 1,000,000 shares of common stock at an exercise price of $0.10 per share. | ||||||||||||||||||||||||||||||||||||
Terms of conversion feature | After 60 days, if the note has not been paid in full, the investor will have the right to purchase up to 2 million additional warrant shares. | ||||||||||||||||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||
June Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Interest rate | 9.92% | 9.92% | |||||||||||||||||||||||||||||||||||
Interest payable | 5 years | ||||||||||||||||||||||||||||||||||||
UPT Minority Owner [Member] | |||||||||||||||||||||||||||||||||||||
Note payable - related party | $ 110,000 | $ 110,000 | |||||||||||||||||||||||||||||||||||
Minority interest percentage | 5.00% | 5.00% | 95.00% | ||||||||||||||||||||||||||||||||||
November Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
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 common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 7,000 | ||||||||||||||||||||||||||||||||||||
Convertible debt | $ 67,200 | $ 75,000 | |||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 130,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issued | 1,723,077 | 1,798,561 | |||||||||||||||||||||||||||||||||||
Debt in default, description | In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 137,000 | ||||||||||||||||||||||||||||||||||||
October Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
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 common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. In the event of default, the outstanding balance will increase by 25% and the interest rate will increase to 18% until the default is remedied. | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 6,000 | ||||||||||||||||||||||||||||||||||||
Convertible debt | $ 66,000 | $ 33,828 | $ 35,000 | ||||||||||||||||||||||||||||||||||
Common stock shares issued | 1,000,000 | 880,675 | 911,197 | ||||||||||||||||||||||||||||||||||
Legal fees | $ 2,000 | ||||||||||||||||||||||||||||||||||||
February Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 4,000 | $ 15,000 | |||||||||||||||||||||||||||||||||||
Convertible debt | $ 77,000 | 165,000 | $ 79,464 | $ 79,464 | |||||||||||||||||||||||||||||||||
Maturity date | Feb. 4, 2022 | ||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 70,000 | $ 150,000 | |||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 2,000,000 | ||||||||||||||||||||||||||||||||||||
Remaining balance | 169,950 | ||||||||||||||||||||||||||||||||||||
Legal fees | $ 3,000 | ||||||||||||||||||||||||||||||||||||
Default terms, description | In the event of default, the outstanding balance will increase by 50% and the interest rate will increase to 22% until the default is remedied. | 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. | |||||||||||||||||||||||||||||||||||
Interest payable | $ 4,950 | ||||||||||||||||||||||||||||||||||||
Conversion price, 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 common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. | After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a fixed price of $0.025 per share. | |||||||||||||||||||||||||||||||||||
January Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Original issue discount | $ 12,000 | ||||||||||||||||||||||||||||||||||||
Convertible debt | $ 132,000 | $ 135,960 | $ 135,960 | ||||||||||||||||||||||||||||||||||
Maturity date | Oct. 18, 2021 | ||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 120,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, 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. | ||||||||||||||||||||||||||||||||||||
Conversion price, 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 common stock at a fixed price of $0.02 per share. | ||||||||||||||||||||||||||||||||||||
July Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Interest rate | 9.92% | 9.92% | |||||||||||||||||||||||||||||||||||
Interest payable | 6 years | ||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Convertible note conversion description | The total amount of 66000 plus 3% interest or $1,980 will be due on April 15, 2021. After 180 days, at the holder’s option, a portion or all of the unpaid principal and interest may be converted into shares of common stock at a 29% discount to the lowest VWAP during the 10 trading days preceding the conversion date. | ||||||||||||||||||||||||||||||||||||
Original issue discount | $ 6,000 | ||||||||||||||||||||||||||||||||||||
Convertible debt | $ 67,980 | $ 85,000 | |||||||||||||||||||||||||||||||||||
Maturity date | Apr. 15, 2021 | ||||||||||||||||||||||||||||||||||||
Debt conversion converted amount | $ 60,000 | ||||||||||||||||||||||||||||||||||||
Debt conversion converted instrument, shares issued | 3,468,367 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Remaining balance | $ 66,000 | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Common stock shares issuable upon exercise of warrants or rights | 1,000,000 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | ||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | ||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Four Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | $ 125,000 | |||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | 5 years | |||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | 15.00% | |||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Accredited Investor [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | $ 36,000 | $ 250,000 | $ 250,000 | $ 50,000 | ||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||
Interest rate | 15.00% | 3.00% | 15.00% | 15.00% | 15.00% | ||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 317,038 | ||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | $ 0.005 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | 4,000,000 | 2,000,000 | 2,000,000 | 400,000 | ||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Vendor [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | ||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | ||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 200,000 | ||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Three Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | $ 125,000 | |||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | ||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | 15.00% | |||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | Two Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 250,000 | $ 250,000 | |||||||||||||||||||||||||||||||||||
Warrant expiration period | 5 years | ||||||||||||||||||||||||||||||||||||
Interest rate | 15.00% | 15.00% | |||||||||||||||||||||||||||||||||||
Exercise price | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||
Common stock shares issued upon conversion of debt | 2,653,125 | 15,000,000 | 15,000,000 | ||||||||||||||||||||||||||||||||||
Conversion convertible debt amount | $ 38,205 | $ 137,385 | $ 137,385 | ||||||||||||||||||||||||||||||||||
Accrued interest | $ 333,938 | $ 333,938 | $ 333,938 |
Derivative Liability (Details)
Derivative Liability (Details) - Derivative liability [Member] | 6 Months Ended |
Jun. 30, 2021 | |
Dividend yield | 0.00% |
Minimum [Member] | |
Volatility | 183.40% |
Risk-free interest rate | 0.02% |
Expected life (years) | 5 months 1 day |
Maximum [Member] | |
Volatility | 257.30% |
Risk-free interest rate | 0.13% |
Expected life (years) | 1 year |
Derivative Liability (Details 1
Derivative Liability (Details 1) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Convertible debt and other derivative liabilities, Beginning balance | $ 396,143 |
Conversions of convertible debt | (1,404,678) |
Change in fair value | 761,416 |
Issuance of convertible debt and other derivatives | 383,116 |
Convertible debt and other derivative liabilities, Ending balance | 135,997 |
Level 2 [Member] | |
Convertible debt and other derivative liabilities, Beginning balance | 0 |
Conversions of convertible debt | 0 |
Change in fair value | 0 |
Issuance of convertible debt and other derivatives | 0 |
Convertible debt and other derivative liabilities, Ending balance | 0 |
Level 3 [Member] | |
Convertible debt and other derivative liabilities, Beginning balance | 396,143 |
Conversions of convertible debt | (1,404,678) |
Change in fair value | 761,416 |
Issuance of convertible debt and other derivatives | 383,116 |
Convertible debt and other derivative liabilities, Ending balance | 135,997 |
Level 1 [Member] | |
Convertible debt and other derivative liabilities, Beginning balance | 0 |
Conversions of convertible debt | 0 |
Change in fair value | 0 |
Issuance of convertible debt and other derivatives | 0 |
Convertible debt and other derivative liabilities, Ending balance | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Accounts Payable, net | $ 50,000 |
Settlement amount | 75,000 |
PGC Investments [Member] | |
Damages, amount | 360,500 |
Ultimate Power Truck, LLC [Member] | |
Damages, amount | $ 80,000 |
Equity (Details)
Equity (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Number of Warrants | |
Outstanding, Beginning | shares | 33,131,539 |
Granted | shares | 0 |
Forfeited or expired | shares | (11,962,714) |
Outstanding, Ending | shares | 21,168,825 |
Exercisable, Ending | shares | 21,168,825 |
Weighted Average Exercise Price | |
Outstanding, Beginning | $ / shares | $ 0.08 |
Granted | $ / shares | 0 |
Forfeited or expired | $ / shares | 0.13 |
Outstanding, Ending | $ / shares | 0.07 |
Exercisable, Ending | $ / shares | $ 0.07 |
Weighted-average Remaining Life (Years) | |
Outstanding, Beginning | 1 year |
Outstanding, Ending | 10 months 24 days |
Exercisable, Ending | 10 months 24 days |
Aggregate Intrinsic Value | |
Outstanding, Beginning | $ | $ 463,432 |
Exercisable, Beginning | $ | $ 463,432 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Feb. 13, 2020 | Aug. 12, 2016 | Jun. 30, 2021 | Dec. 31, 2020 | Jan. 25, 2019 |
Description of change in authorized share capital | from 500,000,000 shares to 1,000,000,000 shares. | ||||
Common stock shares issuable | 494,697 | 494,697 | |||
Conversion price, description | If the Company’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 Company in a conversion ratio of one share of common stock for each share of Class B Preferred. | ||||
Class of shares entitled to vote description | Series B Stock being entitled to 66 2/3% of the total votes on all such matters. | ||||
Series B Preferred Stock [Member] | |||||
Preferred stock shares issued | 2,727,270 | 2,727,270 | |||
Preferred stock shares outstanding | 2,727,270 | 2,727,270 | |||
CoolTech [Member] | |||||
Preferred stock shares authorized | 15,000,000 | ||||
Description of contractual term of warrant | Company sells shares of its common stock the buyer also typically receives fully vested common stock warrants with a maximum contractual term of 3-5 years. | ||||
Series A Preferred Stock [Member] | |||||
Purchase of warrants | 850,000 | ||||
Preferred stock convertible shares | 50,000 | ||||
Preferred stock converted remaining shares | 17 | ||||
Related party holds remaining shares | 3 | ||||
Preferred stock liquidation price | $ 2,500 | ||||
Common stock shares issuable upon conversion | 50,000 | ||||
Securities Purchase Agreement [Member] | Warrant [Member] | Preferred Stock [Member] | |||||
Purchase of warrants | 3,636,360 | ||||
Warrant exercise price | $ 0.07 | ||||
Purchase price | $ 200,000 | ||||
Purchase price paid in cash | 150,000 | ||||
Purchase price paid in services | $ 50,000 | ||||
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | Accredited Investors [Member] | |||||
Preferred stock shares issued | 3,636,360 | ||||
Conversion price | $ 0.055 |
Sharebased payments (Details)
Sharebased payments (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Forfeited or expired | 11,962,714 |
Shares Outstanding, granted | 0 |
Weighted Average Exercise Price, granted | $ / shares | $ 0 |
Nonemployee Common stock warrants - Service and performance conditions [Member] | |
Forfeited or expired | 1,266,503 |
Shares Outstanding, Beginning | 11,916,503 |
Shares Outstanding, granted | 100,000 |
Shares Outstanding, Ending | 10,750,000 |
Shares Exercisable, Ending | 10,750,000 |
Weighted Average Exercise Price outstanding, Beginning | $ / shares | $ 0.05 |
Weighted Average Exercise Price, granted | $ / shares | 0.08 |
Weighted Average Exercise Price forfeited and expired | $ / shares | 0.30 |
Weighted average exercise price outstanding, Ending | $ / shares | 0.02 |
Weighted average exercise price exercisable, Ending | $ / shares | $ 0.02 |
Outstanding, Begining Balance | 1 year 10 months 24 days |
Outstanding, Ending Balance | 2 years 2 months 12 days |
Exercisable, Ending | 2 years 2 months 12 days |
Aggregate intrinsic value outstanding beginning | $ | $ 10,500 |
Aggregate intrinsic value outstanding ending | $ | 578,700 |
Aggregate intrinsic value exercisable ending | $ | $ 578,700 |
Sharebased payments (Details Na
Sharebased payments (Details Narrative) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net Loss per Share | ||||
Net loss available for stockholders | $ (658,313) | $ (648,344) | $ (2,334,274) | $ (1,464,768) |
Weighted average outstanding shares of common stock | 570,430,373 | 399,587,534 | 556,333,323 | 367,218,079 |
Common stock and equivalents | 570,430,373 | 399,587,534 | 556,333,323 | 367,218,079 |
Net loss per share - Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss per Share (Details 1)
Net Loss per Share (Details 1) - shares | Jun. 30, 2021 | Jun. 30, 2020 |
Outstanding stock options and common stock warrants | 108,784,004 | 173,769,522 |
Outstanding stock options and common stock warrants exercisable | 65,913,812 | 169,274,825 |
Common Stock Issuable | ||
Outstanding stock options and common stock warrants | 494,697 | 494,697 |
Convertible notes [Member] | ||
Outstanding stock options and common stock warrants | 38,375,495 | 98,025,667 |
Convertible preferred stock [Member] | ||
Outstanding stock options and common stock warrants | 2,877,270 | 2,877,270 |
Common stock warrants [Member] | ||
Outstanding stock options and common stock warrants | 63,036,542 | 68,371,888 |
Employee Stock Option [Member] | ||
Outstanding stock options and common stock warrants | 4,000,000 | 4,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Power Up Lending Group [Member] - USD ($) | Aug. 11, 2021 | Aug. 10, 2021 |
Debt Instrument, Principal Amount | $ 77,000 | $ 77,000 |
Debt Conversion, Converted Instrument, shares | 765,217 | 1,108,647 |
Debt Conversion, Converted Instrument, Amount | $ 29,920 | $ 50,000 |