Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 15, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | KT High-Tech Marketing Inc. | |
Entity Central Index Key | 1,662,684 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 77,440,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 2,213,059 | $ 9,087 |
Accounts receivable | 10,900 | 6,900 |
Note receivable - related party | 0 | 85,000 |
Interest receivable - related party | 0 | 2,152 |
Other current receivable | 0 | 30,000 |
Other current receivable - related parties | 0 | 2,000 |
Inventory | 12,932 | 12,932 |
Prepaid expenses | 208,868 | 12,344 |
Other current assets | 8,727 | 3,648 |
Total Current Assets | 2,454,486 | 164,063 |
Property and equipment, net | 21,625 | 462 |
Total Assets | 2,476,111 | 164,525 |
Current Liabilities: | ||
Accrued expenses and other current liabilities | 263,119 | 72,445 |
Accrued expenses and other current liabilities - related parties | 476,420 | 359,241 |
Total Current Liabilities | 739,539 | 431,686 |
Commitments and contingencies | ||
Stockholders' Equity (Deficiency): | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; Series A Preferred Stock, 1,000,000 shares designated; None issued and outstanding at June 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.0001 par value, 100,000,000 shares authorized; 77,440,000 and 50,000,000 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 7,744 | 5,000 |
Additional paid-in capital | 4,581,236 | 1,661,649 |
Accumulated deficit | (2,852,408) | (1,933,810) |
Total Stockholders' Equity (Deficiency) | 1,736,572 | (267,161) |
Total Liabilities and Stockholders' Equity (Deficiency) | $ 2,476,111 | $ 164,525 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Preferred Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 77,440,000 | 50,000,000 |
Common Stock, Shares, Outstanding | 77,440,000 | 50,000,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | $ 10,900 | $ 3,600 | $ 10,900 | $ 6,900 |
Cost of revenue | 56,195 | 5,166 | 56,195 | 7,749 |
Gross Loss | (45,295) | (1,566) | (45,295) | (849) |
Operating Expenses: | ||||
Research and development | 36,448 | 2,083 | 49,628 | 2,083 |
Research and development - related parties | 269,942 | 84,679 | 401,057 | 194,058 |
General and administrative | 332,218 | 115,670 | 413,962 | 205,966 |
Total Operating Expenses | 638,608 | 202,432 | 864,647 | 402,107 |
Loss From Operations | (683,903) | (203,998) | (909,942) | (402,956) |
Other Income (Expense): | ||||
Interest income | 0 | 13 | 0 | 18 |
Interest income - related party | 603 | 652 | 1,337 | 652 |
Interest expense - related party | (7,274) | 0 | (9,593) | 0 |
Total Other (Expense) Income | (6,671) | 665 | (8,256) | 670 |
Loss Before Income Taxes | (690,574) | (203,333) | (918,198) | (402,286) |
Income tax expense | 200 | 200 | 400 | 400 |
Net Loss | $ (690,774) | $ (203,533) | $ (918,598) | $ (402,686) |
Net Loss Per Share - Basic and Diluted | $ (0.01) | $ 0 | $ (0.02) | $ (0.01) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 52,570,582 | 45,133,471 | 50,791,128 | 43,379,274 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIENCY) EQUITY - 6 months ended Jun. 30, 2017 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2016 | $ (267,161) | $ 5,000 | $ 1,661,649 | $ (1,933,810) |
Balance (shares) at Dec. 31, 2016 | 50,000,000 | |||
Stock-based compensation | 224,158 | $ 0 | 224,158 | 0 |
Equity of KT High-Tech Marketing, Inc. at the time of the reverse recapitalization | 2,698,173 | $ 2,744 | 2,695,429 | 0 |
Equity of KT High-Tech Marketing, Inc. at the time of the reverse recapitalization (in shares) | 27,440,000 | |||
Net loss | (918,598) | $ 0 | 0 | (918,598) |
Balance at Jun. 30, 2017 | $ 1,736,572 | $ 7,744 | $ 4,581,236 | $ (2,852,408) |
Balance (shares) at Jun. 30, 2017 | 77,440,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (918,598) | $ (402,686) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense | 882 | 344 |
Stock-based compensation | 224,158 | 14,949 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,000) | (3,600) |
Other current receivable | 30,000 | 0 |
Other current receivable - related parties | 2,000 | 0 |
Interest receivable - related party | 2,152 | (652) |
Inventory | 0 | 7,749 |
Prepaid expenses | (183,370) | (20,954) |
Other current assets | 861,377 | 0 |
Accrued expenses and other current liabilities | 152,476 | 471,274 |
Accrued expenses and other current liabilities - related parties | 114,679 | 41,268 |
Total Adjustments | 1,200,354 | 510,378 |
Net Cash Provided By Operating Activities | 281,756 | 107,692 |
Cash Flows From Investing Activities: | ||
Purchase of note receivable - related party | 0 | (85,000) |
Proceeds from collection of note receivable - related party | 85,000 | 0 |
Cash acquired in reverse recapitalization | 1,859,261 | 0 |
Purchases of property and equipment | (22,045) | 0 |
Net Cash Provided By (Used In) Investing Activities | 1,922,216 | (85,000) |
Cash Flows From Financing Activities | ||
Net Increase In Cash | 2,203,972 | 22,692 |
Cash - Beginning | 9,087 | 138,753 |
Cash - Ending | 2,213,059 | 161,445 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for: Interest | 0 | 0 |
Cash paid during the period for: Income taxes | $ 1,600 | $ 0 |
Business Organization, Nature o
Business Organization, Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Business Organization, Nature of Operations and Basis of Presentation Organization and Operations KT High-Tech Marketing, Inc. ("KT High-Tech") was incorporated on December 11, 2015. Prior to the reverse recapitalization discussed below, KT High-Tech was an early-stage company planning to market and distribute technology products and components targeting the energy and consumer electronics industries. KT High-Tech intended to market and sell the products to both the end user and supply chain markets and to seek partnerships in developing and distributing such products. After the reverse recapitalization discussed below, KTHT integrated its existing business operations with those of its subsidiary, KULR Technology Corporation. KULR, a wholly-owned subsidiary of KT High-Tech (collectively the “Company”), was formed in 2013 and is based in Santa Clara, California. KULR is primarily focused on commercializing its thermal management technologies in the high value, high-performance consumer electronic and energy storage applications. KULR owns proprietary carbon fiber based (Carbon Fiber Velvet or “CFV”) thermal management solutions that it believes are more effective at storing, conducting, and dissipating waste heat generated by an electronic system’s internal components (i.e. semiconductor, integrated circuits “chips”) in comparison to traditional materials, such as copper and aluminum. KULR’s technologies can be applied inside a wide array of electronic applications, such as mobile devices, cloud computing, virtual reality platforms, satellites, internet of things, drones, and connected cars. In addition to thermal management of electronic systems, KULR has developed a highly effective, passive energy storage solution for lithium ion batteries that has been tested and endorsed by the National Aeronautics and Space Administration (“NASA”). Reverse Recapitalization On June 8, 2017, KT High-Tech entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with KULR and 100 25,000,000 50,000,000 64.57 Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of June 30, 2017 and for the three and six months then ended. The results of operations for the three and six and six months ended June 30, 2017 are not necessarily indicative of the operating results for the full year ending December 31, 2017 or any other period. These condensed consolidated financial statements should be read in conjunction with KULR’s and KT High-Tech’s audited financial statements and related disclosures as of December 31, 2016 and for the year then ended, which are included in the Form 8-K/A and Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 19, 2017 and March 30, 2017, respectively. The closing of the Share Exchange Agreement was accounted for as a reverse recapitalization under the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 805-40. The condensed consolidated statements of operations herein reflect the historical results of KULR prior to the completion of the reverse recapitalization since it was determined to be the accounting acquirer, and do not include the historical results of operations for KT High-Tech prior to the completion of the reverse recapitalization. The balance sheet as of December 31, 2016 presented herein reflects the assets and liabilities of KULR. KT High-Tech’s assets and liabilities are consolidated with the assets and liabilities of KULR as of the Closing Date. The number of shares issued and outstanding and additional paid-in capital of KT High-Tech have been retroactively adjusted to reflect the equivalent number of shares issued by KT High-Tech in the Share Exchange, while KULR’s accumulated deficit is being carried forward as the Company’s accumulated deficit. All costs attributable to the reverse recapitalization were expensed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 Summary of Significant Accounting Policies Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, stock-based compensation, the collectability of receivables, inventory valuations, the recoverability and useful lives of long-lived assets and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. The Company maintains cash in bank accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. During the three and six months ended June 30, 2016, 100 100 100 100 Inventory is comprised of CFV thermal management solutions which are available for sale. Inventories are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within cost of sales and inventory that is given as samples is included within operating expenses. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of June 30, 2017 and December 31, 2016, the Company’s inventory was comprised solely of finished goods. The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument. The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable and accrued expenses and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amounts of the Company’s shortterm credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, are comparable to rates of returns for instruments of similar credit risk. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Sales are recognized upon shipment to the customer, free on board shipping point, or the point of customer acceptance. During the three months ended June 30, 2017 and 2016, the Company recognized $ 10,900 3,600 10,900 6,900 Research and development expenses are charged to operations as incurred. During the three months ended June 30, 2017 and 2016, the Company incurred $ 306,390 86,762 450,685 196,141 The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. During the three months ended June 30, 2017 and 2016, 783,196 4,866,529 876,496 6,620,726 The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of June 30, 2017 and December 31, 2016. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the condensed statements of operations. As of June 30, 2017, the Company had a cash balance, working capital and an accumulated deficit of $ 2,213,059 1,714,947 2,852,408 As a result of the closing of the Share Exchange, the Company believes it has sufficient cash to sustain its operations for at least a year from the date of this filing. |
Note Receivable - Related Party
Note Receivable - Related Party | 6 Months Ended |
Jun. 30, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 3 Note Receivable Related Party |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2017 | |
Prepaid Expense, Current [Abstract] | |
Prepaid Expenses Disclosure [Text Block] | Note 4 Prepaid Expenses As of June 30, 2017 and December 31, 2016, prepaid expenses consisted of the following: June 30, 2017 December 31, 2016 (unaudited) Business development services $ 100,000 $ - Research and development services 95,714 - Professional fees 10,600 - Salary - 7,500 Conference fees 2,554 4,844 Total prepaid expenses $ 208,868 $ 12,344 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Note 5 Accrued Expenses and Other Current Liabilities As of June 30, 2017 and December 31, 2016, accrued expenses and other current liabilities consisted of the following: June 30, 2017 December 31, 2016 (unaudited) Accrued legal and professional fees $ 99,654 $ 18,000 Accrued payroll 54,331 - Payroll and income tax payable 46,189 36,422 Accrued research and development expenses 29,292 6,250 Credit card payable 25,266 9,521 Other 8,387 2,252 Total accrued expenses and other current liabilities $ 263,119 $ 72,445 |
Accrued Expenses and Other Cu12
Accrued Expenses and Other Current Liabilities Related Parties | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities with Related Parties Disclosure [Text Block] | Note 6 Accrued Expenses and Other Current Liabilities Related Parties June 30, 2017 December 31, 2016 (unaudited) Accrued research and development expenses - related parties $ 476,420 $ 351,540 Due to related party - 7,701 Total accrued expenses and other current liabilities - related parties $ 476,420 $ 359,241 Accrued research and development expenses related parties consists of (a) a liability of $ 110,000 77,500 366,420 274,040 Due to related party consisted of certain amounts owed by KULR to KT High-Tech, which were eliminated in consolidation as a result of the reverse recapitalization. |
Stockholders' Equity (Deficienc
Stockholders' Equity (Deficiency) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 7 Stockholders' Equity (Deficiency) Reverse Recapitalization See Note 1 - Business Organization, Nature of Operations and Basis of Presentation - Reverse Recapitalization for details of the Share Exchange. Common Stock During the three months ended June 30, 2017, the Company received aggregate consideration of $ 32,000 During the three months ended June 30, 2017 and 2016, the Company recognized stock-based compensation expense of $ 212,147 7,475 224,158 14,949 651,869 466,201 0.9 |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, stock-based compensation, the collectability of receivables, inventory valuations, the recoverability and useful lives of long-lived assets and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company maintains cash in bank accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. During the three and six months ended June 30, 2016, 100 100 100 100 |
Inventory, Policy [Policy Text Block] | Inventory Inventory is comprised of CFV thermal management solutions which are available for sale. Inventories are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. Inventory that is sold to third parties is included within cost of sales and inventory that is given as samples is included within operating expenses. The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. As of June 30, 2017 and December 31, 2016, the Company’s inventory was comprised solely of finished goods. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Embedded conversion options and any related freestanding instruments are recorded as a discount to the host instrument. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable and accrued expenses and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amounts of the Company’s shortterm credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, are comparable to rates of returns for instruments of similar credit risk. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Sales are recognized upon shipment to the customer, free on board shipping point, or the point of customer acceptance. During the three months ended June 30, 2017 and 2016, the Company recognized $ 10,900 3,600 10,900 6,900 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development expenses are charged to operations as incurred. During the three months ended June 30, 2017 and 2016, the Company incurred $ 306,390 86,762 450,685 196,141 |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. During the three months ended June 30, 2017 and 2016, 783,196 4,866,529 876,496 6,620,726 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of June 30, 2017 and December 31, 2016. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the condensed statements of operations. |
Liquidity and Management's Plans [Policy Text Block] | Liquidity and Management’s Plans As of June 30, 2017, the Company had a cash balance, working capital and an accumulated deficit of $ 2,213,059 1,714,947 2,852,408 As a result of the closing of the Share Exchange, the Company believes it has sufficient cash to sustain its operations for at least a year from the date of this filing. |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Prepaid Expense, Current [Abstract] | |
Schedule of Prepaid Expenses [Table Text Block] | As of June 30, 2017 and December 31, 2016, prepaid expenses consisted of the following: June 30, 2017 December 31, 2016 (unaudited) Business development services $ 100,000 $ - Research and development services 95,714 - Professional fees 10,600 - Salary - 7,500 Conference fees 2,554 4,844 Total prepaid expenses $ 208,868 $ 12,344 |
Accrued Expenses and Other Cu16
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | As of June 30, 2017 and December 31, 2016, accrued expenses and other current liabilities consisted of the following: June 30, 2017 December 31, 2016 (unaudited) Accrued legal and professional fees $ 99,654 $ 18,000 Accrued payroll 54,331 - Payroll and income tax payable 46,189 36,422 Accrued research and development expenses 29,292 6,250 Credit card payable 25,266 9,521 Other 8,387 2,252 Total accrued expenses and other current liabilities $ 263,119 $ 72,445 |
Accrued Expenses and Other Cu17
Accrued Expenses and Other Current Liabilities Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule Of Accounts Payable And Accrued Liabilities with Related Parties [Table Text Block] | June 30, 2017 December 31, 2016 (unaudited) Accrued research and development expenses - related parties $ 476,420 $ 351,540 Due to related party - 7,701 Total accrued expenses and other current liabilities - related parties $ 476,420 $ 359,241 |
Business Organization, Nature18
Business Organization, Nature of Operations and Basis of Presentation (Details Textual) - shares | 1 Months Ended | |
Jun. 19, 2017 | Jun. 08, 2017 | |
Equity Method Investment, Ownership Percentage | 64.57% | |
KULR Technology Corporation [Member] | ||
Reverse Recapitalization, Number of Shares to be Acquired | 25,000,000 | |
Stock Issued During Period, Shares, New Issues | 50,000,000 | |
Percentage of Shareholders | 100.00% |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash and Cash Equivalents, at Carrying Value | $ 2,213,059 | $ 161,445 | $ 2,213,059 | $ 161,445 | $ 9,087 | $ 138,753 |
Net Income (Loss) Attributable to Parent | (690,774) | (203,533) | (918,598) | (402,686) | ||
Retained Earnings (Accumulated Deficit) | (2,852,408) | (2,852,408) | $ (1,933,810) | |||
Research and Development Expense Including Related Party | $ 306,390 | $ 86,762 | $ 450,685 | $ 196,141 | ||
Weighted Average Number of Shares Outstanding, Basic | 783,196 | 4,866,529 | 876,496 | 6,620,726 | ||
Working Capital | $ 1,714,947 | $ 1,714,947 | ||||
PCM Heat Sinks and CFV Thermal Interfaces [Member] | ||||||
Recognition of Deferred Revenue | $ 10,900 | $ 3,600 | $ 10,900 | $ 6,900 | ||
Customer A [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 100.00% | 100.00% | ||||
Customer A [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk, Percentage | 100.00% | |||||
Customer B [Member] | Sales Revenue, Net [Member] | ||||||
Concentration Risk, Percentage | 100.00% | 100.00% | ||||
Customer B [Member] | Accounts Receivable [Member] | ||||||
Concentration Risk, Percentage | 100.00% |
Note Receivable - Related Par20
Note Receivable - Related Party (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Repayment of Notes Receivable from Related Parties | $ 85,000 | $ 0 |
Interest Paid, Net | $ 3,488 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Total prepaid expenses | $ 208,868 | $ 12,344 |
Business development services [Member] | ||
Business development services | 100,000 | 0 |
Research and development services | 95,714 | 0 |
Professional fees | 10,600 | 0 |
Salary | 0 | 7,500 |
Conference fees | 2,554 | 4,844 |
Total prepaid expenses | $ 208,868 | $ 12,344 |
Accrued Expenses and Other Cu22
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued legal and professional fees | $ 99,654 | $ 18,000 |
Accrued payroll | 54,331 | 0 |
Payroll and income tax payable | 46,189 | 36,422 |
Accrued research and development expenses | 29,292 | 6,250 |
Credit card payable | 25,266 | 9,521 |
Other | 8,387 | 2,252 |
Total accrued expenses and other current liabilities | $ 263,119 | $ 72,445 |
Accrued Expenses and Other Cu23
Accrued Expenses and Other Current Liabilities - Related Parties (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued research and development expenses - related parties | $ 476,420 | $ 351,540 |
Due to related party | 0 | 7,701 |
Total accrued expenses and other current liabilities - related parties | $ 476,420 | $ 359,241 |
Accrued Expenses and Other Cu24
Accrued Expenses and Other Current Liabilities - Related Parties ((Details Textual) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Accrued research and development expenses, Related Parties | $ 476,420 | $ 351,540 |
Chief Technology Officer [Member] | ||
Accrued research and development expenses, Related Parties | 110,000 | 77,500 |
Energy Science Laboratories Inc [Member] | ||
Accrued research and development expenses, Related Parties | $ 366,420 | $ 274,040 |
Stockholders' Equity (Deficie25
Stockholders' Equity (Deficiency) (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 32,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 651,869 | $ 651,869 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Subject to Re-measurement | 466,201 | $ 466,201 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 10 months 24 days | |||
General and Administrative Expense [Member] | ||||
Allocated Share-based Compensation Expense | $ 212,147 | $ 7,475 | $ 224,158 | $ 14,949 |