Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 12, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | COATES INTERNATIONAL LTD \DE\ | ||
Entity Central Index Key | 948,426 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 1,287,255 | ||
Entity Common Stock, Shares Outstanding | 3,177,788,855 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 9,163 | $ 29,207 |
Inventory | 191,482 | 218,018 |
Deferred offering costs and other assets | 47,028 | 9,117 |
Total Current Assets | 247,673 | 256,342 |
Property, plant and equipment, net | 2,076,396 | 2,108,990 |
Deferred licensing costs, net | 38,166 | 42,449 |
Total Assets | 2,362,235 | 2,407,781 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 2,461,175 | 2,022,568 |
Promissory notes to related parties | 1,454,699 | 1,455,882 |
Deferred compensation payable | 1,272,317 | 922,144 |
Derivative liability related to convertible promissory notes | 153,472 | 632,927 |
Deposits | 150,595 | 150,595 |
Current portion of license deposits | 60,725 | 60,725 |
Current portion of mortgage loan payable | 60,000 | 60,000 |
Convertible promissory notes, net of unamortized discount | 45,801 | 408,110 |
Current portion of finance lease obligation, net of unamortized discount | 19,349 | |
Total Current Liabilities | 5,658,784 | 5,732,300 |
Non-current portion of mortgage loan payable | 1,273,158 | 1,328,159 |
Non-current portion of license deposits | 627,175 | 646,375 |
Total Liabilities | 7,559,117 | 7,706,834 |
Commitments and Contingencies | ||
Stockholders' Deficiency | ||
Preferred stock, $0.001 par value, 100,000,000 shares authorized: | ||
Series A Preferred Stock, 1,000,000 shares designated, 50,000 shares issued and outstanding at December 31, 2016 and 2015 | 50 | 50 |
Series B Convertible Preferred Stock,75,000,000 and 5,000,000 shares designated and 16,252,584 and 3,492,749 shares issued and outstanding at December 31, 2016 and 2015, respectively | 16,253 | 3,493 |
Common Stock, $0.0001 par value, 12,000,000,000 shares authorized, 3,002,730,366 shares issued and outstanding at December 31, 2016 and 2,000,000,000 shares authorized, 1,036,791,116 shares issued and outstanding at December 31, 2015 | 300,273 | 103,679 |
Additional paid-in capital | 59,813,632 | 51,564,723 |
Accumulated deficit | (65,327,090) | (56,970,998) |
Total Stockholders' Deficiency | (5,196,882) | (5,299,053) |
Total Liabilities and Stockholders' Deficiency | $ 2,362,235 | $ 2,407,781 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 12,000,000,000 | 2,000,000,000 |
Common stock, issued shares | 3,002,730,366 | 1,036,791,116 |
Common stock, outstanding shares | 3,002,730,366 | 1,036,791,116 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Series A Preferred stock, designated shares | 1,000,000 | 1,000,000 |
Series A Preferred stock, issued shares | 50,000 | 50,000 |
Series A Preferred stock, outstanding shares | 50,000 | 50,000 |
Series B Convertible Preferred Stock [Member] | ||
Series B Convertible preferred stock, designated shares | 75,000,000 | 5,000,000 |
Series B Preferred stock, issued shares | 16,252,584 | 3,492,749 |
Series B Preferred stock, outstanding shares | 16,252,584 | 3,492,749 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statements of Operations [Abstract] | ||
Sublicensing fee revenue | $ 29,200 | $ 94,200 |
Total Revenues | 29,200 | 94,200 |
Expenses: | ||
Research and development costs | 244,877 | 417,145 |
Stock-based compensation expense | 6,875,514 | 7,574,503 |
Compensation and benefits | 450,222 | 277,953 |
General and administrative expenses | 403,253 | 539,544 |
Depreciation and amortization | 48,370 | 52,552 |
Total Operating Expenses | 8,022,236 | 8,861,697 |
Loss from Operations | (7,993,036) | (8,767,497) |
Other Income (Expense): | ||
Decrease (increase) in estimated fair value of embedded derivative liabilities | 479,455 | (157,232) |
Loss on conversion of convertible notes | (143,418) | (273,160) |
Interest expense | (699,093) | (1,005,930) |
Total other income (expense) | (363,056) | (1,436,322) |
Loss Before Income Taxes | (8,356,092) | (10,203,819) |
Provision for income taxes | ||
Net Loss | $ (8,356,092) | $ (10,203,819) |
Basic net loss per share | $ (0.01) | |
Basic weighted average shares outstanding | 2,063,617,900 | 799,640,609 |
Diluted net loss per share | $ (0.01) | |
Diluted weighted average shares outstanding | 2,063,617,900 | 799,640,609 |
Statements of Stockholders' Def
Statements of Stockholders' Deficiency (Equity) - USD ($) | Total | Series A Preferred Stock, $0.001 par value per share | Series B Preferred Stock, $0.001 par value per share | Common Stock, $0.0001 par value per share | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2014 | $ (5,433,529) | $ 50 | $ 586 | $ 44,351 | $ 41,288,663 | $ (46,767,179) |
Beginning Balance, shares at Dec. 31, 2014 | 50,000 | 585,502 | 443,508,090 | |||
Issuance of anti-dilution shares of Series B Convertible Preferred Stock to related parties | 8,042,947 | $ 2,907 | 8,040,040 | |||
Issuance of anti-dilution shares of Series B Convertible Preferred Stock to related parties, shares | 2,907,247 | |||||
Conversion of convertible promissory notes | 974,525 | $ 52,078 | 922,447 | |||
Conversion of convertible promissory notes, shares | 520,777,116 | |||||
Issuance of common stock under equity purchase agreement with Southridge Partners II, LP | 407,261 | $ 7,250 | 400,011 | |||
Issuance of common stock under equity purchase agreement with Southridge Partners II, LP, shares | 72,505,910 | |||||
Beneficial conversion feature on convertible promissory notes | 761,563 | 761,563 | ||||
Imputed interest on promissory note payable to related party | 145,443 | 145,443 | ||||
Stock-based compensation expense | 6,556 | 6,556 | ||||
Net Loss | (10,203,819) | (10,203,819) | ||||
Ending Balance at Dec. 31, 2015 | (5,299,053) | $ 50 | $ 3,493 | $ 103,679 | 51,564,723 | (56,970,998) |
Ending Balance, shares at Dec. 31, 2015 | 50,000 | 3,492,749 | 1,036,791,116 | |||
Issuance of anti-dilution shares of Series B Convertible Preferred Stock to related parties | 6,875,514 | $ 12,878 | 6,862,636 | |||
Issuance of anti-dilution shares of Series B Convertible Preferred Stock to related parties, shares | 12,877,817 | |||||
Conversion of convertible promissory notes | 752,268 | $ 134,915 | 617,353 | |||
Conversion of convertible promissory notes, shares | 1,349,144,802 | |||||
Conversion of promissory notes to related parties to common stock | 156,843 | $ 21,132 | 135,711 | |||
Conversion of promissory notes to related parties to common stock, shares | 211,318,358 | |||||
Issuance of common stock under equity purchase agreement with Southridge Partners II, LP | 199,305 | $ 17,249 | 182,056 | |||
Issuance of common stock under equity purchase agreement with Southridge Partners II, LP, shares | 172,494,090 | |||||
Beneficial conversion feature on convertible promissory notes | 255,093 | 255,093 | ||||
Conversions of Series B Convertible Preferred Stock to common stock | $ (118) | $ 11,798 | (11,680) | |||
Conversions of Series B Convertible Preferred Stock to common stock, shares | (117,982) | 117,982,000 | ||||
Imputed interest on promissory note payable to related party | 144,240 | 144,240 | ||||
Issuance of common stock | 75,000 | $ 11,500 | 63,500 | |||
Issuance of common stock, shares | 115,000,000 | |||||
Net Loss | (8,356,092) | (8,356,092) | ||||
Ending Balance at Dec. 31, 2016 | $ (5,196,882) | $ 50 | $ 16,253 | $ 300,273 | $ 59,813,632 | $ (65,327,090) |
Ending Balance, shares at Dec. 31, 2016 | 50,000 | 16,252,584 | 3,002,730,366 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net Cash Flows Used in Operating Activities | ||
Net loss for the year | $ (8,356,092) | $ (10,203,819) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 6,875,514 | 7,574,503 |
Interest accrued, but not paid | 601,053 | 878,251 |
(Decrease) increase in fair value of embedded derivative liabilities | (479,455) | 157,232 |
Loss on conversion of convertible notes | 143,418 | 273,160 |
Depreciation and amortization | 48,370 | 52,552 |
Non-cash portion of inventory used for research and development | 60,101 | 45,240 |
Recognition of non-cash licensing revenues | (19,200) | (94,200) |
Changes in Operating Assets and Liabilities: | ||
Inventory | 26,535 | (170,744) |
Deferred offering costs and other assets | (37,910) | 35,757 |
Accounts payable and accrued liabilities | 293,368 | 54,127 |
Deferred compensation payable | 350,173 | 317,240 |
Deposits | 131,471 | |
Net Cash Used in Operating Activities | (494,125) | (949,230) |
Net Cash Used in Investing Activities: | ||
Acquisition of property, plant and equipment | (11,493) | (38,249) |
Cash Flows Provided by Financing Activities: | ||
Issuance of common stock under equity purchase agreements | 199,306 | 407,261 |
Issuance of promissory notes to related parties | 182,143 | 70,000 |
Issuance of convertible promissory notes | 175,750 | 630,500 |
Issuance of common stock and warrants | 75,000 | |
Sublicensing fee revenue | 10,000 | |
Repayment of promissory notes to related parties | (93,000) | (179,623) |
Repayment of mortgage loan | (55,000) | (60,126) |
Finance lease obligation payments | (8,625) | (62,102) |
Repayment of convertible promissory notes | (52,750) | |
Net Cash Provided by Financing Activities | 485,574 | 753,160 |
Net Decrease in Cash | (20,044) | (234,319) |
Cash, beginning of period | 29,207 | 263,526 |
Cash, end of period | 9,163 | 29,207 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid during the year for interest | 161,069 | 190,682 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Conversion of convertible promissory notes | $ 714,942 | $ 978,209 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
The Company and Summary of Significant Accounting Policies [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization Coates International, Ltd. (the “Company” or “CIL”) is a Delaware corporation organized in October 1991 as successor-in-interest to a Delaware corporation of the same name incorporated in August 1988. Coates International, Ltd. operates in Wall Township, New Jersey. The Company has acquired the exclusive licensing rights to the patented Coates spherical rotary valve (“CSRV®”) system technology in North America, Central America and South America (the “CSRV® License”). The CSRV® system technology has been developed over a period of more than 20 years by the Company’s founder George J. Coates, President and Chief Executive Officer, and his son Gregory G. Coates. The CSRV® system technology is adaptable for use in piston-driven internal combustion engines of many types and has been patented in the United States and numerous countries throughout the world. The Company is endeavoring to raise working capital to commence production of natural gas powered CSRV® industrial electric power generator sets (“Gen Sets)” and is also seeking to enter into sublicense agreements with third party, original equipment manufacturers (“OEM’s”) which provide for licensing fees. The Company is also continuing with research and development of a hydrogen reactor to harvest Hydroxy-Gas from water with the intent to power the Company’s products, including large industrial Gen Sets. George J. Coates, owner of the hydrogen reactor technology, has committed to license this technology to the Company once the related patent protection is in place. Management believes that the CSRV® engines provide the following advantages as compared to conventional internal combustion engines designed with “poppet valves”: ● Improved fuel efficiency ● Lower levels of harmful emissions ● Adaptability to numerous types of engine fuels ● Longer engine life ● Longer intervals between engine servicing The CSRV ® ® ® ® ® ® Hydrogen Reactor Technology Owned by George J. Coates George J. Coates has developed a hydrogen reactor which rearranges H 2 ® ® The Company and WTF Asia International Ltd. (“WTF Asia”), a Hong Kong-based entity previously agreed to collaborate on the development of this technology to enable it to be applied to large industrial gen set engines. The Company has designed and integrated the switchgears, controls, load bank and emissions equipment into the hydrogen reactor/gen set (“Coates Assembled Components”). The Company recently recommended that Secure Supplies and WTF Asia directly coordinate this development as a joint effort due to their inherent synergies in developing hydrogen powered generation of electric power. WTF Asia would be responsible for building additional components based on technology already developed that will enable the hydrogen reactor to adequately power larger CSRV ® Applications for patent protection of this technology would be filed upon completion of the research and development. Although at this time no arrangements have been made between the Company and George J. Coates, owner of the technology, regarding licensing of the hydrogen reactor, Mr. Coates has provided his commitment to license this technology to the Company once the related patent protection is in place. Accordingly, the Company does not currently have any rights to manufacture, use, sell and distribute the hydrogen reactor technology, should it become commercially feasible to manufacture and distribute products powered by the Hydroxy-Gas fuel. The Company has been responsible for all costs incurred to date related to the development of this technology. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and rules and regulations of the Securities and Exchange Commission (the “SEC”). Since the Company’s inception, the Company has been responsible for the development costs of the CSRV ® ® ® As shown in the accompanying financial statements, the Company has incurred recurring losses from operations and, as of December 31, 2016, had a stockholders’ deficiency of ($5,197,000). In addition, the recent trading price range of the Company’s common stock at a fraction of a penny has introduced additional risk and difficulty to the Company’s challenge to secure needed additional working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management has instituted a cost control program intended to restrict variable costs to only those expenses that are necessary to complete its activities related to entering the production phase of operations, develop additional commercially feasible applications of the CSRV ® During the years ended December 31, 2016 and 2015, the Company raised $642,000 and $1,108,000, respectively, of new working capital from the following: Description 2016 2015 Sales of common stock under equity purchase agreements $ 199,000 $ 407,000 Issuances of promissory notes to related parties 182,000 70,000 Issuance of convertible promissory notes 176,000 631,000 Private sales of shares of common stock and common stock warrants 75,000 - Licensing revenue 10,000 - $ 642,000 $ 1,108,000 The Company continues to actively seek out new sources of working capital; however, there can be no assurance that it will be successful in these efforts. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Certain amounts included in the accompanying financial statements for the year ended December 31, 2015 have been reclassified in order to make them comparable to the amounts presented for the year ended December 31, 2016. Revenue Recognition Sales and cost of sales are recognized at the time of shipment, provided the risk of loss has transferred to the customer and collection of the sales price is reasonably assured. Shipping arrangements and costs are the responsibility of the customer. Revenue from research and development activities is recognized when collection of the related revenues is reasonably assured and, when applicable, in accordance with Accounting Standards Update No. 2010-17, “Milestone Method of Revenue Recognition, a consensus of the FASB Emerging Issues Task Force”. This standard provides guidance on defining a milestone and permits recognition of revenue from research and development that is contingent upon achievement of one or more specified milestones defined in the research and development arrangements which meet specified criteria for such revenue recognition. Deposits represent cash deposits received with orders to purchase Gen Sets. License deposits, which are non-refundable, were received from the granting of sublicenses and are recognized as earned, generally commencing upon acceptance by the licensee. At that time, license revenue will be recognized ratably over the period of time that the sublicense has been granted using the straight-line method. Upon termination of a sublicense agreement, non-refundable license deposits, less any costs related to the termination of the sublicense agreement, are recognized as revenue. Revenue from research and development activities is recognized when earned and realization is reasonably assured, provided that financial risk has been transferred from the Company to its customer. The Company is recognizing the license deposit of $300,000 on the Canadian License as revenue on a straight-line basis over the approximate remaining life through 2027 of the last CSRV ® Research and Development Research and development costs are expensed when incurred. Included in accounts payable and accrued liabilities at December 31, 2016 and 2015 is $115,000 for the estimated remediation costs of previously sold Gen Sets that were determined to have cracked heads. Intellectual Property Under a licensing agreement with George J. Coates and Gregory G. Coates, the Company obtained the rights to manufacture, use and sell the CSRV ® Licensing Costs Under the CSRV ® ® ® Advertising and Marketing Costs Advertising costs, which are included in marketing expenses, are expensed when incurred. Advertising expense amounted to $-0- and $7,000 for the years ended December 31, 2016 and 2015, respectively. Stock-Based Compensation Stock-based compensation expense, which does not require any outlay of cash, consists of the following: ● The estimated fair value of shares of the Company’s capital stock issued to key employees for anti-dilution protection pursuant to a resolution of the board of directors. This includes restricted shares of Series A Preferred Stock and Series B Convertible Stock. In 2014, the Company arranged for an independent professional services firm to determine the estimated fair value of Series A Preferred Stock issued in August 2014 and Series B Preferred Stock issued in July 2014. The approach to arriving at the estimated fair value of the Series A Preferred Stock and the Series B Convertible Preferred Stock were determined to have a close correlation to the trading price of the Company’s common stock. Accordingly, upon each subsequent issuance of shares of the Series A Preferred Stock and Series B Convertible Preferred Stock, the original estimated fair values determined by the independent valuation is adjusted, on a pro rata basis, to reflect the closing price of the Company’s common stock on each date of issuance. ● Compensation expense relating to stock options and stock awards under its stock option and incentive plans is recognized as an expense using the fair value measurement method. Under the fair value method, the estimated fair value of awards to employees is charged to income on a straight-line basis over the requisite service period, which is the earlier of the employee’s retirement eligibility date or the vesting period of the award. Deferred Compensation Deferred compensation represents salaries of George J. Coates, Gregory G. Coates and Bernadette Coates earned but not paid in order to preserve the Company’s working capital. The Company intends to repay these amounts at such time that it has sufficient working capital and after the related party notes to George J. Coates and Bernadette Coates have been repaid with interest thereon. Deferred compensation owed to Gregory G. Coates will be paid at such time that it has sufficient working capital. Inventory Inventory consists of raw materials and work-in-process, including overhead and is stated at the lower of cost or market determined by the first-in, first-out method. Inventory items designated as obsolete or slow moving are reduced to net realizable value. Market value is determined using current replacement cost. Property, Plant and Equipment Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the assets: 40 years for buildings and building improvements, 3 to 7 years for machinery and equipment and 5 to 10 years for furniture and fixtures. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. In the event that facts and circumstances indicate that long-lived assets may be impaired, an evaluation of recoverability is performed. Should such evaluation indicate that there has been an impairment of one or more long-lived assets, the cost basis of such assets would be adjusted accordingly, at that time. Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized and are adjusted when conditions indicate that deferred tax assets will be realized. Income tax expense (benefit) is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities. The Company evaluates any uncertain tax positions for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. In the event recognition of an uncertain tax position is indicated, the Company measures the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. This process of evaluating and estimating uncertain tax positions and tax benefits requires the consideration of many factors, which may require periodic adjustments and which may not accurately forecast actual outcomes. Interest and penalties, if any, related to tax contingencies would be included in income tax expense. Loss per Share Basic net loss per share is based on the weighted average number of common shares outstanding without consideration of potentially dilutive shares of common stock. Diluted net income per share is based on the weighted average number of common and potentially dilutive common shares outstanding, when applicable. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These significant estimates include determining the fair value of convertible promissory notes containing embedded derivatives and variable conversion rates, determining a value for shares of Series A Preferred Stock and Series B Convertible Preferred Stock issued, assigning useful lives to the Company’s property, plant and equipment, determining an appropriate amount to reserve for obsolete and slow moving inventory, estimating a valuation allowance for deferred tax assets, assigning expected lives to, and estimating the rate of forfeitures of, stock options granted and selecting a trading price volatility factor for the Company’s common stock in order to estimate the fair value of the Company’s stock options on the date of grant or other appropriate measurement date. Actual results could differ from those estimates. |
Concentrations of Credit and Bu
Concentrations of Credit and Business Risk | 12 Months Ended |
Dec. 31, 2016 | |
Concentrations of Credit and Business Risk [Abstract] | |
CONCENTRATIONS OF CREDIT AND BUSINESS RISK | 2. CONCENTRATIONS OF CREDIT AND BUSINESS RISK The Company maintains cash balances with one financial institution. Monies on deposit are currently fully insured by the Federal Deposit Insurance Corporation. The Company’s operations are devoted to the development, application and marketing of the CSRV ® ® |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3. FAIR VALUE OF FINANCIAL INSTRUMENTS Cash, Other Assets, Accounts Payable and Accrued Liabilities and Other Liabilities With the exception of convertible promissory notes, the carrying amount of these items approximates their fair value because of the short term maturity of these instruments. The convertible promissory notes are reported at their estimated fair value, determined as described in more detail in Note 14. Limitations Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Licensing Agreement and Deferre
Licensing Agreement and Deferred Licensing Costs | 12 Months Ended |
Dec. 31, 2016 | |
Licensing Agreement and Deferred Licensing Costs [Abstract] | |
LICENSING AGREEMENT AND DEFERRED LICENSING COSTS | 4. LICENSING AGREEMENT AND DEFERRED LICENSING COSTS The Company holds a manufacturing, use, lease and sale license from George J. Coates and Gregory G. Coates for the CSRV ® ® ® ® ® Under the License Agreement, George J. Coates and Gregory G. Coates agreed that they will not grant any Western Hemisphere licenses to any other party with respect to the CSRV ® At December 31, 2016 and 2015 deferred licensing costs, comprised of expenditures for patent costs incurred pursuant to the CSRV ® |
Agreement Assigned to Almont En
Agreement Assigned to Almont Energy, Inc. | 12 Months Ended |
Dec. 31, 2016 | |
Agreement Assigned to Almont Energy, Inc. [Abstract] | |
AGREEMENT ASSIGNED TO ALMONT ENERGY, INC. | 5. AGREEMENT ASSIGNED TO ALMONT ENERGY, INC. In 2010, Almont Energy Inc. (“Almont”), a privately held, independent third-party entity based in Alberta, Canada became the assignee of a sublicense which covers the use of the CSRV ® In prior years, the Company received a non-refundable $300,000 deposit on the Canadian License. As the Company continues to be desirous of commencing shipments of its CSRV ® ® Year Ending Amount 2017 $ 19,000 2018 19,000 2019 19,000 2020 19,000 2021 19,000 Thereafter 94,000 $ 190,000 |
Non-Exclusive Distribution Subl
Non-Exclusive Distribution Sublicense with Renown Power Development, Ltd. | 12 Months Ended |
Dec. 31, 2016 | |
Non-Exclusive Distribution Sublicense with Renown Power Development, Ltd. [Abstract] | |
NON-EXCLUSIVE DISTRIBUTION SUBLICENSE WITH RENOWN POWER DEVELOPMENT, LTD. | 6. NON-EXCLUSIVE DISTRIBUTION SUBLICENSE WITH RENOWN POWER DEVELOPMENT, LTD. In February 2015, the Company granted a non-exclusive distribution sublicense to Renown Power Development, Ltd., a China-based sales and distribution company (“Renown”) covering the territory defined as the Western Hemisphere. Under this sublicense, Renown will be permitted to sell, lease and distribute CSRV ® In addition, Coates Power, Ltd., a China-based manufacturing company (“Coates Power”) intends to produce CSRV ® Coates Power has agreed to initially source its production parts and components from the Company. In February 2015, the Company received cash with an order from Coates Power for approximately $131,000 of production parts and components, at cost, in connection with its plans to manufacture two initial Gen Sets. In June, 2015, by mutual consent of the parties, it was agreed that the Company would assemble two completed Gen Sets for shipment to Coates Power in China in lieu of shipping the parts and components. The $131,000 is included in Deposits in the accompanying balance sheet at December 31, 2016. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2016 | |
Inventory [Abstract] | |
INVENTORY | 7. INVENTORY Inventory at December 31, consisted of the following: 2016 2015 Raw materials $ 178,000 $ 554,000 Work-in-process 13,000 51,000 Finished goods - - Less: Reserve for obsolescence - (387,000 ) Total $ 191,000 $ 218,000 |
License Deposits
License Deposits | 12 Months Ended |
Dec. 31, 2016 | |
License Deposits [Abstract] | |
LICENSE DEPOSITS | 8. LICENSE DEPOSITS License deposits consist of monies received as deposits on sublicense agreements, primarily comprised of deposits from Renown in the amount of $498,000 and from Almont in the amount of $300,000. These deposits are to be recognized as income on a straight-line basis over the remaining period until expiration of the last remaining CSRV ® In December 2016, the Company executed an exclusive license with Secure Supplies Mexico LLC and Secure Supplies USA LLC (collectively “Secure Supplies”) of Coates CSRV ® ® ® Upon execution of this agreement, Secure Supplies was to pay a one-time licensing fee of $1,000,000 to the Company. In addition, a royalty fee of $50 per engine or gen set sold to Secure Supplies, is to be paid to The Coates Trust, a private trust controlled by George J. Coates, regardless of the size or type of CSRV ® ® As of the date of this filing, the Company had not received a $1,000,000, one-time upfront license fee as required by the agreement and cannot determine when, and if, the fee will be collected. Accordingly, the Company has not recorded a $1,000,000 receivable for the past due upfront license fee or recognized such unpaid amount due as revenue related to this license agreement for the year ended December 31, 2016. Sublicensing fee revenue for the years ended December 31, 2016 and 2015 amounted to $29,000 and $94,000, respectively. Included in sublicensing fee revenue for the year ended December 31, 2016, is a $10,000 payment from Secure Supplies in connection with the license agreement for hydrogen powered CSRV ® |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 9. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at cost, less accumulated depreciation, consists of the following at December 31: 2016 2015 Land $ 1,235,000 $ 1,235,000 Building 964,000 964,000 Building improvements 83,000 83,000 Machinery and equipment 689,000 689,000 Furniture and fixtures 57,000 46,000 3,028,000 3,017,000 Less: Accumulated depreciation (952,000 ) (908,000 ) Total $ 2,076,000 $ 2,109,000 Depreciation expense amounted to $44,000 and $48,000 for the years ended December 31, 2016 and 2015, respectively. |
Mortgage Loan Payable
Mortgage Loan Payable | 12 Months Ended |
Dec. 31, 2016 | |
Mortgage Loan Payable [Abstract] | |
MORTGAGE LOAN PAYABLE | 10. MORTGAGE LOAN PAYABLE The Company has a mortgage loan on the land and building that serves as its headquarters and research and development facility which bears interest at the rate of 7.5% per annum and which matures in July 2018. Interest expense for the years ended December 31, 2016 and 2015 on this mortgage amounted to $95,000 and $100,000, respectively. The loan requires monthly payments of interest, plus $5,000 which is being applied to the principal balance. The remaining principal balance at December 31, 2016 and 2015 was $1,333,000 and $1,388,000, respectively. The mortgage loan may be prepaid in whole, or, in part, at any time without penalty. The loan is collateralized by a security interest in all of the Company’s assets, the pledge of five million shares of common stock of the Company owned by George J. Coates, which were deposited into escrow for the benefit of the lender and the personal guarantee of George J. Coates. The Company is not permitted to create or permit any secondary mortgage or similar liens on the property or improvements thereon without prior consent of the lender. |
Finance Lease Obligation
Finance Lease Obligation | 12 Months Ended |
Dec. 31, 2016 | |
Finance Lease Obligation [Abstract] | |
FINANCE LEASE OBLIGATION | 11. FINANCE LEASE OBLIGATION In 2013, the Company entered into a sale/leaseback financing arrangement pursuant to which it sold its research and development and manufacturing equipment in consideration for net cash proceeds of $133,000. This lease terminated in February 2016, upon which the Company reacquired title to the equipment. The effective interest rate on this lease was 36.6%. In accordance with GAAP, this sale/leaseback was required to be accounted for as a financing lease. Under this accounting method, the equipment and accumulated depreciation remained on the Company’s books and records as if the Company still owned the equipment. For the years ended December 31, 2016 and 2015, interest expense on this lease amounted to $2,000 and $32,000, respectively, which is included in interest expense in the accompanying statements of operations. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, consisted of the following: 2016 2015 Legal and professional fees $ 1,452,000 $ 1,368,000 Accrued interest expense 502,000 376,000 General and administrative expenses 392,000 164,000 Research and development costs 115,000 115,000 Total $ 2,461,000 $ 2,023,000 |
Promissory Notes to Related Par
Promissory Notes to Related Parties | 12 Months Ended |
Dec. 31, 2016 | |
Promissory Notes to Related Parties [Abstract] | |
PROMISSORY NOTES TO RELATED PARTIES | 13. PROMISSORY NOTES TO RELATED PARTIES Promissory Notes Issued to George J. Coates During the years ended December 31, 2016 and 2015, the Company issued, in a series of transactions, promissory notes to George J. Coates and received cash proceeds of $177,000 and $70,000, respectively. During the years ended December 31, 2016 and 2015 the Company repaid promissory notes to George J. Coates in cash in the aggregate principal amount of $30,000 and $120,000, respectively, which included $63,000 of interest in 2016. In addition, the Company and Mr. Coates mutually agreed to convert $159,000 of promissory notes into common stock of the Company at exercise prices ranging from $0.0006 to $0.0011 per share. The exercise price was determined to be the closing trading price of the Company’s common stock on the date of conversion. The promissory notes are payable on demand and provide for interest at the rate of 17% per annum, compounded monthly. At December 31, 2016, the outstanding balance consisted of $4,000 of principal and $315,000 of accrued interest. Promissory Note Issued to Gregory G. Coates The Company has a non-interest bearing note payable to Gregory G. Coates, son of George J. Coates, President, Technology Division and Director, with a principal balance of $1,438,000 at December 31, 2016, which is payable on demand. During the year ended December 31, 2015, the Company repaid $24,000 principal amount of this promissory note. As required by GAAP, interest at the rate of 10% per annum amounting to $144,000 and $145,000 has been imputed on this promissory note for the years ended December 31, 2016 and 2015, respectively. Promissory Notes Issued to Bernadette Coates During the year ended December 31, 2015, the Company partially repaid promissory notes to Bernadette Coates, spouse of George J. Coates, in the aggregate principal amount of $36,000. The promissory notes are payable on demand and provide for interest at the rate of 17% per annum, compounded monthly. At December 31, 2016, the outstanding balance consisted of $7,000 of principal and $79,000 of accrued interest. Promissory Note to Employee During the year ended December 31, 2016, the Company issued a promissory note to an employee and received cash proceeds of $5,000. The promissory note is payable on demand and provides for interest at the rate of 17% per annum, compounded monthly. For the years ended December 31, 2016 and 2015, aggregate interest expense on all promissory notes to related parties amounted to $293,000 and $218,000, respectively. |
Convertible Promissory Notes an
Convertible Promissory Notes and Embedded Derivative Liability | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Promissory Notes and Embedded Derivative Liability [Abstract] | |
CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE LIABILITY | 14. CONVERTIBLE PROMISSORY NOTES AND EMBEDDED DERIVATIVE LIABILITY From time to time, the Company issues convertible promissory notes. At December 31, 2016, there was $99,000 principal amount of convertible promissory notes outstanding. The net proceeds from these convertible notes were used for general working capital purposes. During the years ended December 31, 2016 and 2015, $190,000 and $659,000, respectively, of convertible promissory notes were issued The notes may be converted into unregistered shares of the Company’s common stock at a discount of 38% of the defined trading price of the common stock on the date of conversion. The defined trading prices are based on the trading price of the stock during a 25-day trading period immediately preceding the date of conversion. The conversion rate discount establishes a beneficial conversion feature (“BCF”) or unamortized discount, which is required to be valued and accreted to interest expense over the six-month period until the conversion of the notes into restricted shares of common stock is permitted. In addition, the conversion formula meets the conditions that require accounting for convertible notes as derivative liability instruments. All of the convertible notes become convertible, in whole, or in part, beginning on the six month anniversary of the issuance date and may be prepaid at the option of the Company, generally with a prepayment penalty of 50% of the principal amount of the convertible note at any time prior to becoming eligible for conversion. In accordance with GAAP, the estimated fair value of the embedded derivative liability related to the convertible notes is required to be remeasured at each balance sheet date. The fair value measurement accounting standard establishes a valuation hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on independent market data sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available. The valuation hierarchy is composed of three categories. The three levels of the fair value hierarchy are as follows: ● Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2 – Inputs include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. ● Level 3 – Inputs to the fair value measurement are unobservable inputs or valuation techniques. The estimated fair value of the embedded derivative liabilities related to promissory notes outstanding was measured as the aggregate estimated fair value, based on Level 2 inputs, which included the average of the quoted daily yield curve rates on six-month and one-year treasury securities and, because the actual volatility rate on the Company’s common stock is not available, a conservative estimated volatility rate of 200%. The embedded derivative liability arises because, based on historical trading patterns of the Company’s stock, the formula for determining the Conversion Rate is expected to result in a different Conversion Rate than the closing price of the stock on the actual date of conversion (hereinafter referred to as the “Variable Conversion Rate Differential”). The estimated fair values of the derivative liabilities have been calculated based on a Black-Scholes option pricing model. The following table presents the Company's fair value hierarchy of financial assets and liabilities measured at fair value on: December 31, December 31, Level 1 Inputs $ - $ - Level 2 Inputs 153,000 633,000 Level 3 Inputs - - Total $ 153,000 $ 633,000 In a series of transactions, during the year ended December 31, 2016, convertible promissory notes with an aggregate principal balance of $715,000, including accrued interest thereon were converted into 1,349,144,802 unregistered shares of common stock. The Company incurred a loss on these conversions amounting to $143,000 for the year ended December 31, 2016. In a series of transactions, during the year ended December 31, 2015, convertible promissory notes with an aggregate principal balance of $974,000, including accrued interest thereon were converted into 520,777,120 unregistered shares of common stock. The Company incurred a loss on these conversions amounting to $273,000 for the year ended December 31, 2015. In two transactions, during the year ended December 31, 2015, the Company also repaid $54,000 of a convertible promissory note, including accrued interest thereon without penalty. At December 31, 2016, the Company had reserved 1,122,964,000 shares of its unissued common stock for conversion of convertible promissory notes. The Company made the private placement of these securities in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “Act”), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon any other exemption from the registration requirements of the Act, as applicable. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Capital Stock/Stock Options [Abstract] | |
CAPITAL STOCK | 15. CAPITAL STOCK Common Stock The Company’s common stock is traded on OTC Pink Sheets. Investors can find real-time quotes and market information for the Company at www.otcmarkets.com In March 2015, the majority stockholder authorized the board of directors to declare at some indefinite point in the future, a reverse stock split at such time as the board of directors determines, in its sole discretion, is appropriate based on market conditions and the Company’s financial condition, results of operations and financial prospects. The Board may select a conversion ratio which shall be in the range of from (a) one new post-split share of common stock for 5 old pre-split shares of common stock (a 1:5 ratio) to (b) one new post-split share of common stock for 200 old pre-split shares of common stock (a 1:200 ratio). The Board is under no obligation to actually declare the reverse stock split and may never act on this authorization, unless it properly considers all conditions and factors and concludes that it is appropriate to do so. This authorization will continue in force until revoked by a corporate action consented to by the majority stockholder or by a vote of the stockholders. The following common stock transactions occurred during the year ended December 31, 2016: ● In a series of transactions during the year ended December 31, 2016, convertible promissory notes with an aggregate principal balance of $715,000, including accrued interest thereon were converted into 1,349,144,802 unregistered shares of common stock. ● In a series of transactions during the year ended December 31, 2016, the Company issued 172,494,090 registered shares of its common stock to Southridge Partners II LP (“Southridge”) under the 2015 EP Agreement, as discussed in Note 20, in consideration for $199,000. The proceeds were used for general working capital. The Company is required to deliver shares of its common stock to Southridge with each Put Notice based on the dollar amount of the Put Notice and the trading price of the common stock. ● During the year ended December 31, 2016, the Company made private sales, pursuant to stock purchase agreements, of 115,000,000 unregistered shares of its common stock and 115,000,000 common stock warrants to purchase one unregistered share of its common stock at exercise prices ranging from $0.0005 to $0.001 per share, in consideration for $75,000. ● During the year ended December 31, 2016, in a series of transactions by mutual consent between the Company and George J. Coates, $472,000 principal amount of promissory notes, including accrued interest of $315,000, was converted into 570,458,147 restricted, unregistered shares of the Company’s common stock at conversion rates ranging from $0.0006 to $0.0011 per share, which was the closing trading price of the stock on the respective dates of conversion. Effective December 31, 2016, by mutual agreement between the Company and Mr. Coates, the $315,000 portion of these conversions that represented accrued interest was rescinded. Accordingly, Mr. Coates returned 359,139,789 shares of the Company’s common stock which were restored to authorized, unissued status and the $315,000 was restored on the Company’s books as unpaid, accrued interest at December 31, 2016. The following common stock transactions occurred during the year ended December 31, 2015: ● In a series of transactions during the year ended December 31, 2015, convertible promissory notes with an aggregate principal balance of $974,000, including accrued interest thereon were converted into 520,777,116 unregistered shares of common stock. ● In a series of transactions during the year ended December 31, 2015, the Company issued 72,505,910 registered shares of its common stock to Southridge Partners II LP (“Southridge”) under the 2014 and 2015 EP Agreements, as discussed in Note 22, in consideration for $407,000. The proceeds were used for general working capital. The Company is required to deliver shares of its common stock to Southridge with each Put Notice based on the dollar amount of the Put Notice and the trading price of the common stock. At December 31, 2015, there were 15,000,000 shares of common stock held by Southridge which had not been sold. These shares may be held by Southridge until sold under a future Put Notice or until the Company requests that they be returned. At December 31, 2016, the Company had reserved 1,285,778,911 shares of its common stock to cover the potential conversion of convertible securities and exercise of stock options and warrants. Preferred Stock and Anti-dilution Rights The Company is authorized to issue 100,000,000 shares of preferred stock, par value, $0.001 per share (the “Preferred Stock”). The Company may issue any class of the Preferred Stock in any series. The board is authorized to establish and designate series, and to fix the number of shares included in each such series and the relative rights, preferences and limitations as between series, provided that, if the stated dividends and amounts payable on liquidation are not paid in full, the shares of all series of the same class shall share ratably in the payment of dividends including accumulations, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. Shares of each such series when issued shall be designated to distinguish the shares of each series from shares of all other series. There are two series of Preferred Stock that have been designated to date from the total 100,000,000 authorized shares of Preferred Stock. These are as follows: ● Series A Preferred Stock, par value $0.001 per share (“Series A”), 1,000,000 shares designated and 50,000 shares issued and outstanding as of December 31, 2016 and 2015. Shares of Series A entitle the holder to 10,000 votes per share on all matters brought before the shareholders for a vote. These shares are not entitled to receive dividends or share in distributions of capital and have no liquidation preference. All 50,000 outstanding shares of Series A are owned by George J. Coates, which entitle him to 500 million votes in addition to his voting rights from the shares of common stock and the shares of Series B he holds. The Company may issue additional shares of Series A Preferred Stock to Mr. Coates if deemed necessary to provide anti-dilution protection and maintain his ownership percentage of eligible votes. Issuances of shares of Series A to George J. Coates do not have any effect on the share of dividends or liquidation value of the holders of the Company’s common stock. However, the voting rights of the holders of the Company’s common stock are diluted with each issuance. ● Series B Convertible Preferred Stock, par value $0.001 per share, 75,000,000 and 5,000,000 shares designated and 16,252,584 and 3,492,749 shares issued and outstanding as of December 31, 2016 and 2015, respectively. Shares of Series B do not earn any dividends and may be converted at the option of the holder at any time beginning on the second annual anniversary date after the date of issuance into 1,000 unregistered shares of the Company’s common stock. Holders of the Series B are entitled to one thousand votes per share held on all matters brought before the shareholders for a vote. In the event that either (i) the Company enters into an underwriting agreement for a secondary public offering of securities, or (ii) a change in control of the Company is consummated representing 50% more of the then outstanding shares of Company’s common stock, plus the number of shares of common stock into which any convertible preferred stock is convertible, regardless of whether or not such shares are otherwise eligible for conversion, then the Series B may be immediately converted at the option of the holder into restricted shares of the Company’s common stock. The Company provides anti-dilution protection for certain of its key employees. For each new share of common stock issued by the Company to non-Coates family members in the future, additional shares of Series B will be issued to maintain their fixed ownership percentage of the Company. The fixed ownership percentage is adjusted for acquisitions and dispositions of common stock, not related to conversions of Series B Convertible Preferred Stock, by these key employees. At December 31, 2016, the fixed ownership percentages were as follows: 1. George J. Coates – 80.63% 2. Gregory G. Coates – 6.10% 3. Barry C. Kaye – 0.048% These anti-dilution provisions do not apply to new shares of common stock issued in connection with exercises of employee stock options, a secondary public offering of the Company’s securities or a merger or acquisition. The number of shares of Series B outstanding at December 31, 2016, consisted of 15,072,894, 1,096,989 and 82,701 shares held by George J. Coates, Gregory G. Coates and Barry C. Kaye, respectively. The number of shares of Series B that become convertible into common stock, by year are as follows: Total 2017 2018 George J. Coates 15,072,894 3,135,357 11,937,537 Gregory G. Coates 1,096,989 224,975 872,014 Barry C. Kaye 82,701 14,435 68,266 For the year ended December 31, 2016, 11,937,537, 872,014 and 68,266 shares of Series B were issued to George J. Coates, Gregory G. Coates and Barry C. Kaye, respectively, having an estimated fair value of $7,060,000, $494,000 and $39,000, respectively. These amounts were included in stock-based compensation expense in the accompanying statement of operations for the year ended December 31, 2016. For the year ended December 31, 2015, 2,708,430, 184,382 and 14,435 shares of Series B were issued to George J. Coates, Gregory G. Coates and Barry C. Kaye, respectively, having an estimated fair value of $7,495,000, $510,000 and $40,000, respectively. These amounts were included in stock-based compensation expense in the accompanying statement of operations for the year ended December 31, 2015. During the year ended December 31, 2016, George J. Coates and Barry C. Kaye converted 115,006 shares and 2,976 shares of Series B into 115,006,000 and 2,976,000 shares of the Company’s common stock, respectively. In the event that all of the 16,252,584 shares of Series B outstanding were converted, once the conversion restrictions lapse, an additional 16,252,584,000 new unregistered shares of common stock would be issued. On a pro forma basis, based on the number of shares of common stock outstanding at December 31, 2016, this would dilute the ownership percentage of non-affiliated stockholders from 70.7% to 8.7%. To the extent that additional shares of Series B are issued under the anti-dilution plan, the non-affiliated stockholders’ percentage ownership of the Company would be further diluted. |
Sublicensing Fee Revenue
Sublicensing Fee Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Sublicensing Fee Revenue [Abstract] | |
SUBLICENSING FEE REVENUE | 16. SUBLICENSING FEE REVENUE Sublicensing fee revenue for the years ended December 31, 2016 and 2015, amounted to $94,000 and $29,000, respectively. Included in sublicensing fee revenue for the year ended December 31, 2016, is a $10,000 payment from Secure Supplies in connection with the license agreement for hydrogen powered CSRV ® ® |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Income (Loss) Per Share [Abstract] | |
INCOME (LOSS) PER SHARE | 17. INCOME (LOSS) PER SHARE At December 31, 2016, there were stock warrants outstanding to purchase 150,344,911 shares of common stock at exercise prices ranging from $0.0005 to $0.12 per share and vested stock options outstanding to acquire 12,470,000 shares of common stock at exercise prices ranging from $0.028 to $0.44 per share. At December 31, 2015, there were stock warrants outstanding to purchase 35,344,911 shares of common stock at exercise prices ranging from $0.005 to $0.12 per share and vested stock options outstanding to acquire 12,470,000 shares of common stock at exercise prices ranging from $0.028 to $0.44 per share. For the years ended December 31, 2016 and 2015, none of the potentially issuable shares of common stock were assumed to be converted because the Company incurred a net loss in those periods and the effect of including them in the calculation would have been anti-dilutive. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2016 | |
Capital Stock/Stock Options [Abstract] | |
STOCK OPTIONS | 18. STOCK OPTIONS The Company’s 2006 Stock Option and Incentive Plan (the “Stock Plan”) was adopted by the Company’s board in October 2006. In September 2007, the Stock Plan, by consent of George J. Coates, majority shareholder, was adopted by our shareholders. The Stock Plan provides for the grant of stock-based awards to employees, officers and directors of, and consultants or advisors to, the Company and its subsidiaries, if any. Under the Stock Plan, the Company may grant options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (“ISO’s”), options not intended to qualify as incentive stock options (“non-statutory options”), restricted stock and other stock-based awards. ISO’s may be granted only to employees of the Company. A total of 12,500,000 shares of common stock may be issued upon the exercise of options or other awards granted under the Stock Plan. The maximum number of shares with respect to which awards may be granted during any one year to any employee under the Stock Plan shall not exceed 25% of the 12,500,000 shares of common stock covered by the Stock Plan. All of the shares of common stock authorized under the Stock Plan have been granted and no further grants may be awarded thereunder. The Company established a 2014 Stock Option and Incentive Plan (the “2014 Stock Plan”) which was adopted by the Company’s board on May 30, 2014. On March 2, 2015, the 2014 Stock Plan, by consent of George J. Coates, majority shareholder, was adopted by our shareholders. The 2014 Stock Plan provides for the grant of stock-based awards to employees, officers and directors of, and consultants or advisors to, the Company and its subsidiaries, if any. Under the 2014 Stock Plan, the Company may grant ISO’s, non-statutory options, restricted stock and other stock-based awards. ISO’s may be granted only to employees of the Company. A total of 50,000,000 shares of common stock may be issued upon the exercise of options or other awards granted under the 2014 Stock Plan. The maximum number of shares with respect to which awards may be granted during any one year to any employee under the 2014 Stock Plan shall not exceed 25% of the 50,000,000 shares of common stock covered by the 2014 Stock Plan. At December 31, 2016, none of the shares of common stock authorized under the 2014 Stock Plan had been granted as stock options or awarded. The Stock Plan and the 2014 Stock Plan (the “Stock Plans”) are administered by the board and the Compensation Committee. Subject to the provisions of the Stock Plans, the board and the Compensation Committee each has the authority to select the persons to whom awards are granted and determine the terms of each award, including the number of shares of common stock subject to the award. Payment of the exercise price of an award may be made in cash, in a “cashless exercise” through a broker, or if the applicable stock option agreement permits, shares of common stock, or by any other method approved by the board or Compensation Committee. Unless otherwise permitted by the Company, awards are not assignable or transferable except by will or the laws of descent and distribution. Upon the consummation of an acquisition of the business of the Company, by merger or otherwise, the board shall, as to outstanding awards (on the same basis or on different bases as the board shall specify), make appropriate provision for the continuation of such awards by the Company or the assumption of such awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such awards either (a) the consideration payable with respect to the outstanding shares of common stock in connection with the acquisition, (b) shares of stock of the surviving or acquiring corporation, or (c) such other securities or other consideration as the board deems appropriate, the fair market value of which (as determined by the board in its sole discretion) shall not materially differ from the fair market value of the shares of common stock subject to such awards immediately preceding the acquisition. In addition to, or in lieu of the foregoing, with respect to outstanding stock options, the board may, on the same basis or on different bases as the board shall specify, upon written notice to the affected optionees, provide that one or more options then outstanding must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period such options shall terminate, or provide that one or more options then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the board in its sole discretion) for the shares subject to such stock options over the exercise price thereof. Unless otherwise determined by the board (on the same basis or on different bases as the board shall specify), any repurchase rights or other rights of the Company that relate to a stock option or other award shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for a stock option or other award pursuant to these provisions. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions. The board may at any time provide that any stock options shall become immediately exercisable in full or in part, that any restricted stock awards shall be free of some or all restrictions, or that any other stock-based awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be. The board or Compensation Committee may, in its sole discretion, amend, modify or terminate any award granted or made under the Stock Plan, so long as such amendment, modification or termination would not materially and adversely affect the participant. No stock options were issued during the years ended December 31, 2016 and 2015. During the year ended December 31, 2015, stock options to purchase 703,000 shares of common stock at an exercise price of $0.028 per share became vested and 30,000 stock options with an exercise price of $1.00 per share expired. The estimated fair value of stock options which vested during the year ended December 31, 2015 was $20,000. There were no unvested stock options outstanding at December 31, 2016. During the years ended December 31, 2016 and 2015, the Company recorded non-cash stock-based compensation expense related to employee stock options amounting to $-0- and $7,000, respectively. A summary of the activity in the Company’s Stock Option Plan is as follows: Exercise Price Per Share Number Outstanding Weighted Average Remaining Contractual Life Number Exercisable Weighted Average Exercise Price Weighted Average Fair Value Per Stock Option at Date of Grant Balance, 1/1/15 $ 0.028 – $1.000 12,500,000 12 11,797,000 $ 0.184 $ 0.169 Stock options vested 0.028 - 703,000 Stock options expired 1.000 (30,000 ) (30,000 ) Balance, 12/31/15 0.028 – 0.440 12,470,000 11 12,470,000 0.182 0.169 Stock options vested - - Stock options expired - - Balance, 12/31/16 $ 0.028 – $0.440 12,470,000 10 12,470,000 0.182 0.169 The weighted average fair value of the Company's stock options was estimated using the Black-Scholes option pricing model which requires highly subjective assumptions including the expected stock price volatility. These assumptions were as follows: ● Historical stock price volatility 139% - 325 % ● Risk-free interest rate 0.21% - 4.64 % ● Expected life (in years) 4 ● Dividend yield 0.00 The valuation assumptions were determined as follows: ● Historical stock price volatility: The Company utilized the volatility in the trading of its common stock computed for the 12 months of trading immediately preceding the date of grant. ● Risk-free interest rate: The Company bases the risk-free interest rate on the interest rate payable on U.S. Treasury securities in effect at the time of the grant for a period that is commensurate with the assumed expected option life. ● Expected life: The expected life of the options represents the period of time options are expected to be outstanding. The Company has very limited historical data on which to base this estimate. Accordingly, the Company estimated the expected life based on its assumption that the executives will be subject to frequent blackout periods during the time that the stock options will be exercisable and based on the Company’s expectation that it will complete its research and development phase and commence its initial production phase. The vesting period of these options was also considered in the determination of the expected life of each stock option grant. ● No expected dividends. The following table sets forth information with respect to stock options outstanding at December 31, 2016: Name Title Number of Shares of Common Stock Underlying Stock (1) Exercise Price per Share Option Expiration Date George J. Coates Chairman, Chief Executive Officer and President 1,000,000 50,000 275,000 1,800,000 1,815,000 $ 0.440 0.430 0.400 0.250 0.060 10/23/2021 11/4/2024 11/17/2025 7/25/2026 6/24/2027 Gregory G. Coates Director and President, Technology Division 500,000 1,800,000 351,500 0.440 0.240 0.028 10/23/2021 8/8/2026 4/30/2029 Barry C. Kaye Director, Treasurer and Chief Financial Officer 125,000 100,000 351,500 0.440 0.042 0.028 10/18/2021 2/11/2028 4/30/2029 Dr. Frank J. Adipietro Non-employee Director 25,000 50,000 85,000 667,000 0.440 0.430 0.400 0.060 3/28/2022 11/3/2024 11/17/2025 6/24/2027 Dr. Richard W. Evans Consultant 25,000 50,000 200,000 3,125,000 0.440 0.390 0.250 0.060 3/28/2022 12/27/2024 2/15/2026 6/20/2027 Dr. Michael J. Suchar Consultant 25,000 0.440 3/28/2022 Richard Whitworth Non-employee Director 25,000 0.440 3/28/2022 William Wolf. Esq. Outside General Counsel 25,000 0.440 4/4/2022 (1) |
Equity Purchase and Registratio
Equity Purchase and Registration Rights Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Equity Purchase and Registration Rights Agreements [Abstract] | |
EQUITY PURCHASE AND REGISTRATION RIGHTS AGREEMENTS | 19. EQUITY PURCHASE AND REGISTRATION RIGHTS AGREEMENTS In July 2014, the Company entered into an equity purchase agreement (the “2014 EP Agreement”) with Southridge Partners II LP, a Delaware limited partnership (“Southridge”). Pursuant to the terms of the 2014 EP Agreement, Southridge committed to purchase up to 40,000,000 shares of the Company’s common stock. In June 2015, the 2014 EP Agreement automatically terminated because Southridge had purchased all 40,000,000 shares of common stock permitted under the 2014 EP Agreement. On July 29, 2015, the Company entered into a new 3-year equity purchase agreement (the “2015 EP Agreement”) with Southridge. Pursuant to the terms of the 2015 EP Agreement, Southridge committed to purchase up to 205,000,000 shares of the Company’s common stock on the same terms and conditions as the 2014 EP Agreement. In December 2016, the 2015 EP Agreement automatically terminated because Southridge had purchased all 205,000,000 registered shares of common stock under the 2015 EP Agreement. The terms of the 2014 and 2015 EP Agreements provided that the purchase price for the shares of common stock shall be equal to 94% of the lowest closing price of the common stock during the ten trading days that comprise the defined pricing period. The Company is entitled to exercise a Put to Southridge by delivering a Put Notice, which requires Southridge to remit the dollar amount stated in the Put Notice at the end of the pricing period, provided, however, that for each day during the pricing period, if any, that the daily closing price of the Company’s common stock is (i) 25% or more below the Floor Price, as defined, or (ii) below the Floor Price, if any, stipulated in the Put Notice issued by the Company, then the dollar amount of the Put shall be reduced by 10% for each such day. The Company may stipulate a Floor Price below which, no shares of common stock may be sold by Southridge, however, the Floor price shall not be lower than the lowest daily volume weighted average price of the common stock during the ten trading days preceding the date of the Put Notice. The Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Southridge. Pursuant to the terms of the Registration Rights Agreement, on July 30, 2015, the Company filed a registration statement with the SEC covering 205,000,000 shares of common stock underlying the 2015 EP Agreement which was declared effective August 5, 2015. During the year ended December 31, 2016, the Company sold 172,494,090 registered shares of common stock to Southridge and received proceeds of $199,000 under the 2015 EP Agreement. During the year ended December 31, 2015, the Company (i) sold all 40,000,000 registered shares of common stock to Southridge and received proceeds of $207,000 under the 2014 EP Agreement, and (ii) sold 32,505,910 registered shares of common stock to Southridge and received proceeds of $200,000 under the 2015 EP Agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | 20. INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets increased by $3,340,000 and $3,672,000 for the years ended December 31, 2016 and 2015, respectively. These amounts were fully offset by a corresponding increase in the tax valuation allowance resulting in no net change in deferred tax assets, respectively, during these periods. No liability for unrecognized tax benefits was required to be reported at December 31, 2016 and 2015. Based on the Company's evaluation, it has concluded that there are no significant uncertain tax positions requiring recognition in the Company's financial statements. The Company's evaluation was performed for the tax years ended 2012 through 2015, the only periods subject to examination. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate that adjustments, if any, will result in a material change to its financial position. For the years ended December 31, 2016 and 2015, there were no penalties or interest related to the Company’s income tax returns. Total deferred tax assets and valuation allowances are as follows at December 31: 2016 2015 Current deferred tax asset - inventory reserve $ 195,000 $ 195,000 Non-Current Deferred Tax Assets: Stock-based compensation expense 10,022,000 7,272,000 Net operating loss carryforwards 7,558,000 7,213,000 Deferred compensation not paid within 2.5 months 509,000 369,000 Accrued liabilities not paid 466,000 451,000 Accrued interest on notes to related parties 199,000 140,000 Total long-term deferred tax assets 18,784,000 15,445,000 Total deferred tax assets 18,979,000 15,639,000 Less: valuation allowance (18,979,000 ) (15,639,000 ) Net deferred tax assets $ - $ - The differences between income tax (benefit) provision in the financial statements and the income tax (benefit) provision computed at the U.S. Federal statutory rate of 34% at December 31 are as follows: 2016 2015 Federal tax provision at the statutory rate 34.0 % 34.0 % State income tax benefit, net of federal benefit (0.8 ) (0.9 ) Stock-based compensation expense (32.9 ) (29.7 ) Deferred compensation not paid within 2.5 months (1.7 ) 0.6 Accrued interest not deductible for tax return purposes (1.7 ) (3.4 ) Net change in net operating loss carryforwards (4.5 ) (7.2 ) Loss on conversion of convertible notes (0.7 ) (1.1 ) Decrease (increase) in estimated fair value of embedded derivative liabilities 2.3 (0.6 ) Accrued liabilities not deductible for tax return purposes (0.2 ) (0.1 ) Total (6.2 ) (8.4 ) Valuation allowance 6.2 8.4 Effective tax rate 0.0 % 0.0 % At December 31, 2016, the Company had available, $20,494,000 of net operating loss carryforwards which may be used to reduce future federal taxable income, expiring between 2018 and 2036. At December 31, 2016, the Company had available $10,154,000 of net operating loss carryforwards which may be used to reduce future state taxable income, expiring between 2029 and 2036. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. RELATED PARTY TRANSACTIONS Licensing Agreement for CSRV ® The Company’s intellectual property rights for the CSRV ® Non-Exclusive distribution sublicense to Renown Power Development, Ltd. The Company has granted a non-exclusive distribution sublicense to Renown, as more fully discussed in Note 6. Renown is controlled by James Pang, the Company’s exclusive liaison agent in China. Issuances of Common Stock upon Conversion of Series B Convertible Preferred Stock Issuances of common stock to related parties upon conversion of Series B Convertible Preferred Stock during the year ended December 31, 2016 is discussed in detail in Note 15. Issuances of Promissory Notes to Related Parties Issuances of promissory notes to related parties during the years ended December 31, 2016 and 2015 to related parties are discussed in detail in Note 13. Promissory notes issued to George J. Coates, Bernadette Coates and an employee are payable on demand and provide for interest at the rate of 17% per annum, compounded monthly. The promissory note issued to Gregory G. Coates is non-interest bearing, however, the Company imputes interest at a rate of 10% per annum, which has been charged to interest expense in the accompanying statements of operations. At December 31, 2016, accrued, unpaid interest on outstanding promissory notes to related parties, aggregated $394,000. Stock Options Stock options previously granted to related parties which became vested during the year ended December 31, 2015 are more fully discussed in Note 18. Issuances and Conversions of Preferred Stock Shares of Series A Preferred Stock awarded to George J. Coates during the years ended December 31, 2016 are discussed in detail in Note 15. Shares of Series B Convertible Preferred Stock awarded to George J. Coates, Gregory G. Coates and Barry C. Kaye and shares converted during the year ended December 31, 2016 and 2015 are discussed in detail in Note 15. Personal Guaranty and Stock Pledge In connection with the Company’s mortgage loan on the Company’s headquarters facility, George J. Coates has pledged certain of his shares of common stock of the Company to the extent required by the lender and provided a personal guaranty as additional collateral. Compensation and Benefits Paid The approximate amount of compensation and benefits, all of which were approved by the board, paid to George J. Coates, Gregory G. Coates and Bernadette Coates, exclusive of stock-based compensation for unregistered, restricted shares of Preferred Stock awarded to George J. Coates and Gregory G. Coates and non-cash, stock-based compensation for employee stock options granted to Gregory G. Coates is summarized as follows: For the Year Ended, 2016 2015 George J. Coates (a) (b) $ 16,000 $ 18,000 Gregory G. Coates (c) (d) (e) 139,000 178,000 Bernadette Coates (f) 5,000 4,000 (a) For the years ended December 31, 2016 and 2015, George J. Coates earned additional base compensation of $250,000 and $250,000, respectively, payment of which is being deferred until the Company has sufficient working capital. At December 31, 2016 and 2015, the total amount of deferred compensation was $981,000 and $731,000, respectively. These amounts are included in deferred compensation in the accompanying balance sheets at December 31, 2016 and 2015. (b) During the year ended December 31, 2016 and 2015, George J. Coates was awarded 11,937,537 and 2,708,430 shares of Series B Convertible Preferred Stock, respectively, with an estimated fair value of $7,060,000 and $7,495,000, respectively, for anti-dilution. Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. (c) For the year ended December 31, 2016, Gregory G. Coates earned additional base compensation of $33,000, payment of which is being deferred until the Company has sufficient working capital. This amount is included in deferred compensation in the accompanying balance sheet at December 31, 2016. (d) Includes compensation paid in 2015 for vacation earned but not taken. (e) During the years ended December 31, 2016 and 2015, Gregory G. Coates was awarded 872,014 and 184,382 shares of Series B Convertible Preferred Stock with an estimated fair value of $494,000 and $510,000, respectively, for anti-dilution. Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. (f) For the years ended December 31, 2016 and 2015, Bernadette Coates earned additional base compensation of $67,000 and $67,000, respectively, payment of which is being deferred until the Company has sufficient working capital. At December 31, 2016 and 2015, the total amount of deferred compensation was $259,000 and $191,000, respectively. These amounts are included in deferred compensation in the accompanying balance sheets at December 31, 2016 and 2015. During the years ended December 31, 2016 and 2015, Barry C. Kaye, Treasurer and Chief Financial Officer was paid compensation of $6,000 and $83,000, respectively. For the year ended December 31, 2016, Mr. Kaye earned compensation of $102,000, which was not paid and is being deferred until the Company has sufficient working capital to remit payment to him. During the year ended December 31, 2016, the Company agreed to accrue interest on the balance of his deferred compensation retroactive to when it began being deferred in May 2012 and, accordingly, recorded interest expense of $105,000. This amount is included in interest expense in the accompanying statement of operations for the year ended December 31, 2016. Interest continues to be accrued on the unpaid balance. At December 31, 2016, the total amount of Mr. Kaye’s unpaid, deferred compensation, including accrued interest thereon, was $308,000. This amount is included in accounts payable and accrued liabilities in the accompanying balance sheet at December 31, 2016. During the years ended December 31, 2016 and 2015, Barry C. Kaye was awarded 68,266 and 14,435 shares of Series B Convertible Preferred Stock, respectively, with an estimated fair value of $39,000 and $40,000, respectively, for anti-dilution. Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. |
Contractual Obligations and Com
Contractual Obligations and Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Contractual Obligations and Commitments / Litigation and Contingencies [Abstract] | |
CONTRACTUAL OBLIGATIONS AND COMMITMENTS | 22. CONTRACTUAL OBLIGATIONS AND COMMITMENTS The following table summarizes our contractual obligations and commitments at December 31, 2016: Due Within Total 2017 2018 Promissory notes to related parties $ 1,455,000 $ 1,455,000 $ - Mortgage loan payable 1,333,000 65,000 1,268,000 Deferred compensation 1,272,000 1,272,000 - Convertible promissory notes 99,000 99,000 - Total $ 4,159,000 $ 2,891,000 $ 1,268,000 |
Litigation and Contingencies
Litigation and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Contractual Obligations and Commitments / Litigation and Contingencies [Abstract] | |
LITIGATION AND CONTINGENCIES | 23. LITIGATION AND CONTINGENCIES The Company is not a party to any litigation that is material to its business. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2016 | |
Recently Issued Accounting Standards [Abstract] | |
RECENTLY ISSUED ACCOUNTING STANDARDS | 24. RECENTLY ISSUED ACCOUNTING STANDARDS Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for one year and permits early adoption. Accordingly, the Company may adopt the standard in either its first quarter of 2018 or 2019. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. The Company will adopt ASU 2016-10 with ASU 2014-09. The Company is currently evaluating the impact of adopting the new revenue recognition standard, as amended, but does not expect it to have a material impact on its financial statements. Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification in the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. The Company is currently evaluating the impact of adopting the new stock compensation standard, but does not expect it to have a material impact on its financial statements. Financial Instruments In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. The Company does not believe the adoption of the new financial instruments standard will have a material impact on its financial statements. Inventory Measurement In July 2015, the FASB issued ASU No. 2015-11, “Inventory – Simplifying the Measurement of Inventory (Topic 330)”. This update requires that inventory value be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Currently, generally accepted accounting principles require that inventory be valued at the lower of cost or market price to replace the inventory. This update is to become effective for annual and interim financial statements for fiscal years ending after December 15, 2016. Earlier application is permitted. This update is required to be applied prospectively. The Company is currently evaluating the impact of this update; however, at this time it does not expect it will have a material impact on its financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS Issuance of Convertible Promissory Notes During the period from January 1 to April 12, 2017, the Company issued two convertible promissory notes and received net proceeds of $90,000 after transaction costs. The holders may convert the convertible note at any time beginning six months after funding, into shares of the Company's common stock at a conversion price ranging from 62% to 70% of the trading price, as defined, of the Company’s common stock over a specified trading period prior to the date of conversion. Conversion of Convertible Promissory Notes During the period from January 1 to April 12, 2017, convertible promissory notes with an aggregate balance of $56,000, including accrued interest thereon, were converted into 170,872,980 unregistered shares of the Company’s common stock. Issuance of Promissory Note In March 2017, the Company issued a $25,000 promissory note which matures in May 2017. Interest is payable upon maturity in the form of 10,000,000 shares of unregistered, restricted shares of the Company's common stock. The note provides for late payment fees of 750,000 additional shares of unregistered, restricted shares of the Company's common stock for each month after maturity that payment is late until repaid. In addition, the Company agreed to extend warrants held by the lender to purchase 10,839,752 shares of common stock that were scheduled to expire in 2017 for an additional five years and modify the exercise price to $0.0015. In April 2017, the Company issued a $5,000 promissory note which matures in June 2017. Interest is payable at the rate of 25% per annum. If the promissory note is not repaid within 60 days, 2,000,000 shares of unregistered, restricted shares of the Company's common stock will be issued to the holder. Conversion of Series B Convertible Preferred Stock During the period from January 1 to April 12, 2017, Barry C. Kaye converted 1,372 shares of Series B Convertible Stock into 1,372,000 shares of common stock. Issuance of Anti-dilution shares In January 2017, the Company issued 670,219 shares of Series A Preferred Stock to George J. Coates representing anti-dilution shares to restore Mr. Coates’ percentage of eligible votes to 85.7%. This percentage increased during the year ended December 31, 2016 as a result of Mr. Coates’ acquisition of 211,318,358 shares of common stock upon conversion of promissory notes from the Company which he held with a principal amount of $157,000 and 115,006,000 shares of common stock upon conversion of 115,006 shares of Series B Convertible Preferred Stock. During the period from January 1 to April 12, 2017, the Company issued 772,066, 119,331 and 9,393 shares of Series B Convertible Preferred Stock to George J. Coates, Gregory G. Coates and Barry C. Kaye, respectively, representing anti-dilution shares related to newly issued shares of common stock. The estimated fair value of these shares was $199,000, $39,000 and $3,000, respectively. Issuances and Repayments of 17% Promissory Notes to Related Parties During the period from January 1 to April 12, 2017, the Company issued promissory notes totalling $18,000 and partially repaid promissory notes due to George J. Coates amounting to $4,000, including accrued interest. During the period from January 1 to April 12, 2017, the Company issued a $21,000 of promissory notes and partially repaid promissory notes to Bernadette Coates amounting to $4,000. These promissory notes bear interest at the rate of 17% per annum and are payable on demand. Deferred Compensation As of April 12, 2017, George J. Coates, Gregory G. Coates, Barry C. Kaye and Bernadette Coates agreed to additional deferral of their compensation amounting to $62,000, $43,000, $35,000 and $19,000, respectively, bringing their total deferred compensation to $980,000, $76,000, $260,000 and $261,000, respectively. |
The Company and Summary of Si32
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
The Company and Summary of Significant Accounting Policies [Abstract] | |
Nature of Organization | Nature of Organization Coates International, Ltd. (the “Company” or “CIL”) is a Delaware corporation organized in October 1991 as successor-in-interest to a Delaware corporation of the same name incorporated in August 1988. Coates International, Ltd. operates in Wall Township, New Jersey. The Company has acquired the exclusive licensing rights to the patented Coates spherical rotary valve (“CSRV®”) system technology in North America, Central America and South America (the “CSRV® License”). The CSRV® system technology has been developed over a period of more than 20 years by the Company’s founder George J. Coates, President and Chief Executive Officer, and his son Gregory G. Coates. The CSRV® system technology is adaptable for use in piston-driven internal combustion engines of many types and has been patented in the United States and numerous countries throughout the world. The Company is endeavoring to raise working capital to commence production of natural gas powered CSRV® industrial electric power generator sets (“Gen Sets)” and is also seeking to enter into sublicense agreements with third party, original equipment manufacturers (“OEM’s”) which provide for licensing fees. The Company is also continuing with research and development of a hydrogen reactor to harvest Hydroxy-Gas from water with the intent to power the Company’s products, including large industrial Gen Sets. George J. Coates, owner of the hydrogen reactor technology, has committed to license this technology to the Company once the related patent protection is in place. Management believes that the CSRV® engines provide the following advantages as compared to conventional internal combustion engines designed with “poppet valves”: ● Improved fuel efficiency ● Lower levels of harmful emissions ● Adaptability to numerous types of engine fuels ● Longer engine life ● Longer intervals between engine servicing The CSRV ® ® ® ® ® ® |
Hydrogen Reactor Technology Owned by George J. Coates | Hydrogen Reactor Technology Owned by George J. Coates George J. Coates has developed a hydrogen reactor which rearranges H 2 ® ® The Company and WTF Asia International Ltd. (“WTF Asia”), a Hong Kong-based entity previously agreed to collaborate on the development of this technology to enable it to be applied to large industrial gen set engines. The Company has designed and integrated the switchgears, controls, load bank and emissions equipment into the hydrogen reactor/gen set (“Coates Assembled Components”). The Company recently recommended that Secure Supplies and WTF Asia directly coordinate this development as a joint effort due to their inherent synergies in developing hydrogen powered generation of electric power. WTF Asia would be responsible for building additional components based on technology already developed that will enable the hydrogen reactor to adequately power larger CSRV ® Applications for patent protection of this technology would be filed upon completion of the research and development. Although at this time no arrangements have been made between the Company and George J. Coates, owner of the technology, regarding licensing of the hydrogen reactor, Mr. Coates has provided his commitment to license this technology to the Company once the related patent protection is in place. Accordingly, the Company does not currently have any rights to manufacture, use, sell and distribute the hydrogen reactor technology, should it become commercially feasible to manufacture and distribute products powered by the Hydroxy-Gas fuel. The Company has been responsible for all costs incurred to date related to the development of this technology. |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and rules and regulations of the Securities and Exchange Commission (the “SEC”). Since the Company’s inception, the Company has been responsible for the development costs of the CSRV ® ® ® As shown in the accompanying financial statements, the Company has incurred recurring losses from operations and, as of December 31, 2016, had a stockholders’ deficiency of ($5,197,000). In addition, the recent trading price range of the Company’s common stock at a fraction of a penny has introduced additional risk and difficulty to the Company’s challenge to secure needed additional working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management has instituted a cost control program intended to restrict variable costs to only those expenses that are necessary to complete its activities related to entering the production phase of operations, develop additional commercially feasible applications of the CSRV ® During the years ended December 31, 2016 and 2015, the Company raised $642,000 and $1,108,000, respectively, of new working capital from the following: Description 2016 2015 Sales of common stock under equity purchase agreements $ 199,000 $ 407,000 Issuances of promissory notes to related parties 182,000 70,000 Issuance of convertible promissory notes 176,000 631,000 Private sales of shares of common stock and common stock warrants 75,000 - Licensing revenue 10,000 - $ 642,000 $ 1,108,000 The Company continues to actively seek out new sources of working capital; however, there can be no assurance that it will be successful in these efforts. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Certain amounts included in the accompanying financial statements for the year ended December 31, 2015 have been reclassified in order to make them comparable to the amounts presented for the year ended December 31, 2016. |
Revenue Recognition | Revenue Recognition Sales and cost of sales are recognized at the time of shipment, provided the risk of loss has transferred to the customer and collection of the sales price is reasonably assured. Shipping arrangements and costs are the responsibility of the customer. Revenue from research and development activities is recognized when collection of the related revenues is reasonably assured and, when applicable, in accordance with Accounting Standards Update No. 2010-17, “Milestone Method of Revenue Recognition, a consensus of the FASB Emerging Issues Task Force”. This standard provides guidance on defining a milestone and permits recognition of revenue from research and development that is contingent upon achievement of one or more specified milestones defined in the research and development arrangements which meet specified criteria for such revenue recognition. Deposits represent cash deposits received with orders to purchase Gen Sets. License deposits, which are non-refundable, were received from the granting of sublicenses and are recognized as earned, generally commencing upon acceptance by the licensee. At that time, license revenue will be recognized ratably over the period of time that the sublicense has been granted using the straight-line method. Upon termination of a sublicense agreement, non-refundable license deposits, less any costs related to the termination of the sublicense agreement, are recognized as revenue. Revenue from research and development activities is recognized when earned and realization is reasonably assured, provided that financial risk has been transferred from the Company to its customer. The Company is recognizing the license deposit of $300,000 on the Canadian License as revenue on a straight-line basis over the approximate remaining life through 2027 of the last CSRV ® |
Research and Development | Research and Development Research and development costs are expensed when incurred. Included in accounts payable and accrued liabilities at December 31, 2016 and 2015 is $115,000 for the estimated remediation costs of previously sold Gen Sets that were determined to have cracked heads. |
Intellectual Property | Intellectual Property Under a licensing agreement with George J. Coates and Gregory G. Coates, the Company obtained the rights to manufacture, use and sell the CSRV ® |
Licensing Costs | Licensing Costs Under the CSRV ® ® ® |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising costs, which are included in marketing expenses, are expensed when incurred. Advertising expense amounted to $-0- and $7,000 for the years ended December 31, 2016 and 2015, respectively. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense, which does not require any outlay of cash, consists of the following: ● The estimated fair value of shares of the Company’s capital stock issued to key employees for anti-dilution protection pursuant to a resolution of the board of directors. This includes restricted shares of Series A Preferred Stock and Series B Convertible Stock. In 2014, the Company arranged for an independent professional services firm to determine the estimated fair value of Series A Preferred Stock issued in August 2014 and Series B Preferred Stock issued in July 2014. The approach to arriving at the estimated fair value of the Series A Preferred Stock and the Series B Convertible Preferred Stock were determined to have a close correlation to the trading price of the Company’s common stock. Accordingly, upon each subsequent issuance of shares of the Series A Preferred Stock and Series B Convertible Preferred Stock, the original estimated fair values determined by the independent valuation is adjusted, on a pro rata basis, to reflect the closing price of the Company’s common stock on each date of issuance. ● Compensation expense relating to stock options and stock awards under its stock option and incentive plans is recognized as an expense using the fair value measurement method. Under the fair value method, the estimated fair value of awards to employees is charged to income on a straight-line basis over the requisite service period, which is the earlier of the employee’s retirement eligibility date or the vesting period of the award. |
Deferred Compensation | Deferred Compensation Deferred compensation represents salaries of George J. Coates, Gregory G. Coates and Bernadette Coates earned but not paid in order to preserve the Company’s working capital. The Company intends to repay these amounts at such time that it has sufficient working capital and after the related party notes to George J. Coates and Bernadette Coates have been repaid with interest thereon. Deferred compensation owed to Gregory G. Coates will be paid at such time that it has sufficient working capital. |
Inventory | Inventory Inventory consists of raw materials and work-in-process, including overhead and is stated at the lower of cost or market determined by the first-in, first-out method. Inventory items designated as obsolete or slow moving are reduced to net realizable value. Market value is determined using current replacement cost. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the assets: 40 years for buildings and building improvements, 3 to 7 years for machinery and equipment and 5 to 10 years for furniture and fixtures. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. In the event that facts and circumstances indicate that long-lived assets may be impaired, an evaluation of recoverability is performed. Should such evaluation indicate that there has been an impairment of one or more long-lived assets, the cost basis of such assets would be adjusted accordingly, at that time. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized and are adjusted when conditions indicate that deferred tax assets will be realized. Income tax expense (benefit) is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities. The Company evaluates any uncertain tax positions for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. In the event recognition of an uncertain tax position is indicated, the Company measures the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. This process of evaluating and estimating uncertain tax positions and tax benefits requires the consideration of many factors, which may require periodic adjustments and which may not accurately forecast actual outcomes. Interest and penalties, if any, related to tax contingencies would be included in income tax expense. |
Loss per Share | Loss per Share Basic net loss per share is based on the weighted average number of common shares outstanding without consideration of potentially dilutive shares of common stock. Diluted net income per share is based on the weighted average number of common and potentially dilutive common shares outstanding, when applicable. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These significant estimates include determining the fair value of convertible promissory notes containing embedded derivatives and variable conversion rates, determining a value for shares of Series A Preferred Stock and Series B Convertible Preferred Stock issued, assigning useful lives to the Company’s property, plant and equipment, determining an appropriate amount to reserve for obsolete and slow moving inventory, estimating a valuation allowance for deferred tax assets, assigning expected lives to, and estimating the rate of forfeitures of, stock options granted and selecting a trading price volatility factor for the Company’s common stock in order to estimate the fair value of the Company’s stock options on the date of grant or other appropriate measurement date. Actual results could differ from those estimates. |
The Company and Summary of Si33
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
The Company and Summary of Significant Accounting Policies [Abstract] | |
Summary of new working capital | Description 2016 2015 Sales of common stock under equity purchase agreements $ 199,000 $ 407,000 Issuances of promissory notes to related parties 182,000 70,000 Issuance of convertible promissory notes 176,000 631,000 Private sales of shares of common stock and common stock warrants 75,000 - Licensing revenue 10,000 - $ 642,000 $ 1,108,000 |
Agreement Assigned to Almont 34
Agreement Assigned to Almont Energy, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Summary of amortization | Year Ending Amount 2017 $ 19,000 2018 19,000 2019 19,000 2020 19,000 2021 19,000 Thereafter 94,000 $ 190,000 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory [Abstract] | |
Summary of inventory | 2016 2015 Raw materials $ 178,000 $ 554,000 Work-in-process 13,000 51,000 Finished goods - - Less: Reserve for obsolescence - (387,000 ) Total $ 191,000 $ 218,000 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of property, plant and equipment | 2016 2015 Land $ 1,235,000 $ 1,235,000 Building 964,000 964,000 Building improvements 83,000 83,000 Machinery and equipment 689,000 689,000 Furniture and fixtures 57,000 46,000 3,028,000 3,017,000 Less: Accumulated depreciation (952,000 ) (908,000 ) Total $ 2,076,000 $ 2,109,000 |
Accounts Payable and Accrued 37
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Summary of accounts payable and accrued liabilities | 2016 2015 Legal and professional fees $ 1,452,000 $ 1,368,000 Accrued interest expense 502,000 376,000 General and administrative expenses 392,000 164,000 Research and development costs 115,000 115,000 Total $ 2,461,000 $ 2,023,000 |
Convertible Promissory Notes 38
Convertible Promissory Notes and Embedded Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Convertible Promissory Notes and Embedded Derivative Liability [Abstract] | |
Schedule fair value hierarchy of financial assets and liabilities measured at fair value | December 31, December 31, Level 1 Inputs $ - $ - Level 2 Inputs 153,000 633,000 Level 3 Inputs - - Total $ 153,000 $ 633,000 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Capital Stock/Stock Options [Abstract] | |
Schedule of conversion to shares of common stock | Total 2017 2018 George J. Coates 15,072,894 3,135,357 11,937,537 Gregory G. Coates 1,096,989 224,975 872,014 Barry C. Kaye 82,701 14,435 68,266 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Capital Stock/Stock Options [Abstract] | |
Summary of stock options outstanding under the company's stock option plans | Exercise Price Per Share Number Outstanding Weighted Average Remaining Contractual Life Number Exercisable Weighted Average Exercise Price Weighted Average Fair Value Per Stock Option at Date of Grant Balance, 1/1/15 $ 0.028 – $1.000 12,500,000 12 11,797,000 $ 0.184 $ 0.169 Stock options vested 0.028 - 703,000 Stock options expired 1.000 (30,000 ) (30,000 ) Balance, 12/31/15 0.028 – 0.440 12,470,000 11 12,470,000 0.182 0.169 Stock options vested - - Stock options expired - - Balance, 12/31/16 $ 0.028 – $0.440 12,470,000 10 12,470,000 0.182 0.169 |
Summary of assumptions used to determine weighted average fair value | ● Historical stock price volatility 139% - 325 % ● Risk-free interest rate 0.21% - 4.64 % ● Expected life (in years) 4 ● Dividend yield 0.00 |
Summary of stock options outstanding | Name Title Number of Shares of Common Stock Underlying Stock (1) Exercise Price per Share Option Expiration Date George J. Coates Chairman, Chief Executive Officer and President 1,000,000 50,000 275,000 1,800,000 1,815,000 $ 0.440 0.430 0.400 0.250 0.060 10/23/2021 11/4/2024 11/17/2025 7/25/2026 6/24/2027 Gregory G. Coates Director and President, Technology Division 500,000 1,800,000 351,500 0.440 0.240 0.028 10/23/2021 8/8/2026 4/30/2029 Barry C. Kaye Director, Treasurer and Chief Financial Officer 125,000 100,000 351,500 0.440 0.042 0.028 10/18/2021 2/11/2028 4/30/2029 Dr. Frank J. Adipietro Non-employee Director 25,000 50,000 85,000 667,000 0.440 0.430 0.400 0.060 3/28/2022 11/3/2024 11/17/2025 6/24/2027 Dr. Richard W. Evans Consultant 25,000 50,000 200,000 3,125,000 0.440 0.390 0.250 0.060 3/28/2022 12/27/2024 2/15/2026 6/20/2027 Dr. Michael J. Suchar Consultant 25,000 0.440 3/28/2022 Richard Whitworth Non-employee Director 25,000 0.440 3/28/2022 William Wolf. Esq. Outside General Counsel 25,000 0.440 4/4/2022 (1) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of total deferred tax assets and valuation allowances | 2016 2015 Current deferred tax asset - inventory reserve $ 195,000 $ 195,000 Non-Current Deferred Tax Assets: Stock-based compensation expense 10,022,000 7,272,000 Net operating loss carryforwards 7,558,000 7,213,000 Deferred compensation not paid within 2.5 months 509,000 369,000 Accrued liabilities not paid 466,000 451,000 Accrued interest on notes to related parties 199,000 140,000 Total long-term deferred tax assets 18,784,000 15,445,000 Total deferred tax assets 18,979,000 15,639,000 Less: valuation allowance (18,979,000 ) (15,639,000 ) Net deferred tax assets $ - $ - |
Schedule of differences in income tax (benefit) provision | 2016 2015 Federal tax provision at the statutory rate 34.0 % 34.0 % State income tax benefit, net of federal benefit (0.8 ) (0.9 ) Stock-based compensation expense (32.9 ) (29.7 ) Deferred compensation not paid within 2.5 months (1.7 ) 0.6 Accrued interest not deductible for tax return purposes (1.7 ) (3.4 ) Net change in net operating loss carryforwards (4.5 ) (7.2 ) Loss on conversion of convertible notes (0.7 ) (1.1 ) Decrease (increase) in estimated fair value of embedded derivative liabilities 2.3 (0.6 ) Accrued liabilities not deductible for tax return purposes (0.2 ) (0.1 ) Total (6.2 ) (8.4 ) Valuation allowance 6.2 8.4 Effective tax rate 0.0 % 0.0 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Summary of approximate amount of base compensation and benefits | For the Year Ended, 2016 2015 George J. Coates (a) (b) $ 16,000 $ 18,000 Gregory G. Coates (c) (d) (e) 139,000 178,000 Bernadette Coates (f) 5,000 4,000 (a) For the years ended December 31, 2016 and 2015, George J. Coates earned additional base compensation of $250,000 and $250,000, respectively, payment of which is being deferred until the Company has sufficient working capital. At December 31, 2016 and 2015, the total amount of deferred compensation was $981,000 and $731,000, respectively. These amounts are included in deferred compensation in the accompanying balance sheets at December 31, 2016 and 2015. (b) During the year ended December 31, 2016 and 2015, George J. Coates was awarded 11,937,537 and 2,708,430 shares of Series B Convertible Preferred Stock, respectively, with an estimated fair value of $7,060,000 and $7,495,000, respectively, for anti-dilution. Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. (c) For the year ended December 31, 2016, Gregory G. Coates earned additional base compensation of $33,000, payment of which is being deferred until the Company has sufficient working capital. This amount is included in deferred compensation in the accompanying balance sheet at December 31, 2016. (d) Includes compensation paid in 2015 for vacation earned but not taken. (e) During the years ended December 31, 2016 and 2015, Gregory G. Coates was awarded 872,014 and 184,382 shares of Series B Convertible Preferred Stock with an estimated fair value of $494,000 and $510,000, respectively, for anti-dilution. Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. (f) For the years ended December 31, 2016 and 2015, Bernadette Coates earned additional base compensation of $67,000 and $67,000, respectively, payment of which is being deferred until the Company has sufficient working capital. At December 31, 2016 and 2015, the total amount of deferred compensation was $259,000 and $191,000, respectively. These amounts are included in deferred compensation in the accompanying balance sheets at December 31, 2016 and 2015. |
Contractual Obligations and C43
Contractual Obligations and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Contractual Obligations and Commitments / Litigation and Contingencies [Abstract] | |
Summary of contractual obligations and commitments | Due Within Total 2017 2018 Promissory notes to related parties $ 1,455,000 $ 1,455,000 $ - Mortgage loan payable 1,333,000 65,000 1,268,000 Deferred compensation 1,272,000 1,272,000 - Convertible promissory notes 99,000 99,000 - Total $ 4,159,000 $ 2,891,000 $ 1,268,000 |
The Company and Summary of Si44
The Company and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
The Company and Summary of Significant Accounting Policies [Abstract] | ||
Sales of common stock under equity purchase agreements | $ 199,000 | $ 407,000 |
Issuances of promissory notes to related parties | 182,000 | 70,000 |
Issuance of convertible promissory notes | 176,000 | 631,000 |
Private sales of shares of common stock and common stock warrants | 75,000 | |
Licensing revenue | 10,000 | |
Net working capital | $ 642,000 | $ 1,108,000 |
The Company and Summary of Si45
The Company and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
The Company and Summary of Significant Accounting Policies (Textual) | |||
Stockholder's deficiency | $ (5,196,882) | $ (5,299,053) | $ (5,433,529) |
Negative working capital | $ (5,411,000) | (5,476,000) | |
System technology developed over a period | 20 years | ||
New working capital | $ 642,000 | 1,108,000 | |
Research and development costs included in accounts payable and accrued liabilities remediation | 115,000 | 115,000 | |
Advertising expense | $ 0 | $ 7,000 | |
Uncertain tax position, description | In the event recognition of an uncertain tax position is indicated, the Company measures the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. | In the event recognition of an uncertain tax position is indicated, the Company measures the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. | |
License Deposits [Member] | |||
The Company and Summary of Significant Accounting Policies (Textual) | |||
License deposit | $ 300,000 | $ 300,000 | |
Term of license deposit | Straight-line basis over the approximate remaining life through 2027 of the last CSRV® technology patent in force. | Straight-line basis over the approximate remaining life through 2027 of the last CSRV® technology patent in force. | |
Building and Building Improvements [Member] | |||
The Company and Summary of Significant Accounting Policies (Textual) | |||
Estimeted useful life of the assets | 40 years | 40 years | |
Machinery and Equipment [Member] | Maximum [Member] | |||
The Company and Summary of Significant Accounting Policies (Textual) | |||
Estimeted useful life of the assets | 7 years | 7 years | |
Machinery and Equipment [Member] | Minimum [Member] | |||
The Company and Summary of Significant Accounting Policies (Textual) | |||
Estimeted useful life of the assets | 3 years | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | |||
The Company and Summary of Significant Accounting Policies (Textual) | |||
Estimeted useful life of the assets | 10 years | 10 years | |
Furniture and Fixtures [Member] | Minimum [Member] | |||
The Company and Summary of Significant Accounting Policies (Textual) | |||
Estimeted useful life of the assets | 5 years | 5 years |
Licensing Agreement and Defer46
Licensing Agreement and Deferred Licensing Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Licensing Agreement and Deferred Licensing Costs (Textual) | ||
Deferred licensing costs | $ 38,000 | $ 42,000 |
Amortization expense | $ 4,000 | $ 4,000 |
Agreement Assigned to Almont 47
Agreement Assigned to Almont Energy, Inc. (Details) | Dec. 31, 2016USD ($) |
Agreement Assigned to Almont Energy, Inc. [Abstract] | |
2,017 | $ 19,000 |
2,018 | 19,000 |
2,019 | 19,000 |
2,020 | 19,000 |
2,021 | 19,000 |
Thereafter | 19,000 |
Amortization amount | $ 190,000 |
Agreement Assigned to Almont 48
Agreement Assigned to Almont Energy, Inc. (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Agreements Assigned to Almont Energy, Inc. (Textual) | |
Unamortized balance | $ 190,000 |
Canadian License [Member] | |
Agreements Assigned to Almont Energy, Inc. (Textual) | |
Company received a non-refundable deposit | $ 300,000 |
Non-Exclusive Distribution Su49
Non-Exclusive Distribution Sublicense with Renown Power Development, Ltd. (Details) - USD ($) | 1 Months Ended | |
Feb. 28, 2015 | Dec. 31, 2016 | |
Non-Exclusive Distribution Sublicense with Renown Power Development, Ltd. [Textual] | ||
Deposits | $ 131,000 | |
Renown Power Development, Ltd. [Member] | ||
Non-Exclusive Distribution Sublicense with Renown Power Development, Ltd. [Textual] | ||
Non-refundable deposit | $ 500,000 | |
Sublicense fee payment terms | In addition, after Renown receives aggregate cash flow of $10,000,000, it is required to pay the Company 25% of all funds it receives from any and all sources. | |
Amount of monies required to be received before sublicense fee payments commence | $ 10,000,000 | |
Coates Power [Member] | ||
Non-Exclusive Distribution Sublicense with Renown Power Development, Ltd. [Textual] | ||
Deposit on order for two completed Gen Sets | $ 131,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of inventory | ||
Raw materials | $ 178,000 | $ 554,000 |
Work-in-process | 13,000 | 51,000 |
Finished goods | ||
Less: Reserve for obsolescence | (387,000) | |
Total | $ 191,000 | $ 218,000 |
License Deposits (Details)
License Deposits (Details) - License Deposits [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
License Deposits (Textual) | ||
Term of sublicense deposit | Straight-line basis over the remaining period until expiration of the last remaining CSRV® patent in force in 2027. | |
Sublicensing fee revenue | $ 29,000 | $ 94,000 |
License deposit from Renown | 498,000 | |
License deposit from Almont | 300,000 | 300,000 |
Aggregate of all revenue recognized related to license deposit from Almont since received | 110,000 | |
Payment from secure supplies | 10,000 | |
Non-refundable sublicense fee deposit received abandoned | $ 75,000 | |
Licenses fee | 1,000,000 | |
Royalty fee (per engine) | $ 50 | |
Percentage of down payment | 50.00% | |
License fee, description | As of the date of this filing, the Company had not received a $1,000,000, one-time upfront license fee as required by the agreement and cannot determine when, and if, the fee will be collected. Accordingly, the Company has not recorded a $1,000,000 receivable for the past due upfront license fee or recognized such unpaid amount due as revenue related to this license agreement for the year ended December 31, 2016. |
Property, Plant and Equipment52
Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of Property, plant and equipment | ||
Property, plant and equipment, Gross | $ 3,028,000 | $ 3,017,000 |
Less: Accumulated depreciation | (952,000) | (908,000) |
Total | 2,076,000 | 2,109,000 |
Land [Member] | ||
Summary of Property, plant and equipment | ||
Property, plant and equipment, Gross | 1,235,000 | 1,235,000 |
Building [Member] | ||
Summary of Property, plant and equipment | ||
Property, plant and equipment, Gross | 964,000 | 964,000 |
Building improvements [Member] | ||
Summary of Property, plant and equipment | ||
Property, plant and equipment, Gross | 83,000 | 83,000 |
Machinery and equipment [Member] | ||
Summary of Property, plant and equipment | ||
Property, plant and equipment, Gross | 689,000 | 689,000 |
Furniture and fixtures [Member] | ||
Summary of Property, plant and equipment | ||
Property, plant and equipment, Gross | $ 57,000 | $ 46,000 |
Property, Plant and Equipment53
Property, Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment (Textual) | ||
Depreciation expense | $ 44,000 | $ 48,000 |
Mortgage Loan Payable (Details)
Mortgage Loan Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Mortgage Loan Payable (Textual) | ||
Maturity date | Jul. 1, 2018 | |
Mortgage loan payable, interest rate | 7.50% | |
Interest expense | $ 95,000 | $ 100,000 |
Mortgage loan payment terms | Monthly payments of interest, plus $5,000 which is being applied to the principal balance. | |
Periodic payment of principal | $ 5,000 | |
Principal balance of mortgage loan due | $ 1,333,000 | $ 1,388,000 |
Number of shares pledged as collateral | Five million |
Finance Lease Obligation (Detai
Finance Lease Obligation (Details) - Finance Lease Obligation [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finance Lease Obligation (Textual) | |||
Cash proceeds for research and development and manufacturing equipment | $ 133,000 | ||
Effective Interest rate on lease | 36.60% | ||
Financial lease, interest expense | $ 2,000 | $ 32,000 |
Accounts Payable and Accrued 56
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of accounts payable and accrued liabilities | ||
Legal and professional fees | $ 1,452,000 | $ 1,368,000 |
Accrued interest expense | 502,000 | 376,000 |
General and administrative expenses | 392,000 | 164,000 |
Research and development costs | 115,000 | 115,000 |
Total | $ 2,461,000 | $ 2,023,000 |
Promissory Notes to Related P57
Promissory Notes to Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
George J. Coates [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Cash proceeds from related party promissory notes | $ 177,000 | $ 70,000 |
Repaid promissory notes principal amount | $ 30,000 | $ 120,000 |
Promissory note interest rate | 17.00% | |
Interest | $ 63,000 | |
Outstanding balance consisted of principal | 4,000 | |
Accrued interest | 315,000 | |
Aggregate principal amount of promissory notes, including accrued interest converted to common stock | $ 472,000 | |
George J. Coates [Member] | Maximum [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Conversion price per share of debt converted | $ 0.0011 | $ 0.0011 |
George J. Coates [Member] | Minimum [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Conversion price per share of debt converted | $ 0.0006 | $ 0.0006 |
Gregory G. Coates [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Promissory notes interest expense | $ 144,000 | $ 145,000 |
Imputed interest rate on promissory note | 10.00% | 10.00% |
Outstanding principal balance | $ 1,438,000 | $ 1,438,000 |
Principal amount repaid | $ 24,000 | |
Bernadette Coates [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Promissory note interest rate | 17.00% | |
Outstanding balance consisted of principal | 7,000 | |
Accrued interest | 79,000 | |
Aggregate principal amount of promissory notes | $ 36,000 | |
Mr. Coates [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Aggregate principal amount of promissory notes converted into shares of common stock | 159,000 | 0 |
Amount accrued interest on promissory notes converted to shares of common stock | 315,000 | |
Portion of shares of common stock previously received upon conversion, representing interest on promissory notes rescinded and restored to accrued interest payable | 315,000 | |
Employee [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Cash proceeds from related party promissory notes | $ 5,000 | |
Promissory note interest rate | 17.00% | |
Promissory Notes [Member] | ||
Promissory Notes to Related Parties (Textual) | ||
Promissory notes interest expense | $ 293,000 | $ 218,000 |
Convertible Promissory Notes 58
Convertible Promissory Notes and Embedded Derivative Liability (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Financial assets and liabilities measured at fair value | ||
Total | $ 153,000 | $ 633,000 |
Level 1 Inputs [Member] | ||
Financial assets and liabilities measured at fair value | ||
Total | ||
Level 2 Inputs [Member] | ||
Financial assets and liabilities measured at fair value | ||
Total | 153,000 | 633,000 |
Level 3 Inputs [Member] | ||
Financial assets and liabilities measured at fair value | ||
Total |
Convertible Promissory Notes 59
Convertible Promissory Notes and Embedded Derivative Liability (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Convertible Promissory Notes and Embedded Derivative Liability (Textual) | ||
Volatility rate | 200.00% | |
Convertible promissory notes [Member] | ||
Convertible Promissory Notes and Embedded Derivative Liability (Textual) | ||
Principal amount | $ 99,000 | |
Principal amount of convertible notes issued | $ 190,000 | $ 659,000 |
Conversion price, description for convertible note payable | The notes may be converted into unregistered shares of the Company's common stock at a discount of 38% of the defined trading price of the common stock on the date of conversion. | |
Conversion price discount from defined trading price | 38.00% | |
Prepayment option, description | The convertible notes become convertible, in whole, or in part, beginning on the six month anniversary of the issuance date and may be prepaid at the option of the Company, generally with a prepayment penalty of 50% of the principal amount of the convertible note at any time prior to becoming eligible for conversion. | |
Principal amount of debt, including accrued interest converted into shares of common stock | $ 715,000 | $ 974,000 |
Common shares issued upon conversion of convertible notes | 1,349,144,802 | 520,777,120 |
Loss on conversion of convertible notes | $ 143,000 | $ 273,000 |
Amount of convertible promissory notes repaid in cash | $ 54,000 | |
Common stock reserved for conversion of convertible notes | 1,122,964,000 |
Capital Stock (Details)
Capital Stock (Details) - Series B [Member] | 12 Months Ended |
Dec. 31, 2016shares | |
George J. Coates [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 15,072,894 |
George J. Coates [Member] | 2017 [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 3,135,357 |
George J. Coates [Member] | 2018 [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 11,937,537 |
Gregory G. Coates [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 1,096,989 |
Gregory G. Coates [Member] | 2017 [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 224,975 |
Gregory G. Coates [Member] | 2018 [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 872,014 |
Barry C. Kaye [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 82,701 |
Barry C. Kaye [Member] | 2017 [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 14,435 |
Barry C. Kaye [Member] | 2018 [Member] | |
Number of shares of stock becoming eligible for conversion to shares of common stock by year [Line Items] | |
Total | 68,266 |
Capital Stock (Details Textual)
Capital Stock (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 | |
Capital Stock (Textual) | ||||
Common stock, authorized shares | 12,000,000,000 | 2,000,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Number of authorized shares of common stock | 2,000,000,000 | |||
Reverse stock split, Description | The Board may select a conversion ratio which shall be in the range of from (a) one new post-split share of common stock for 5 old pre-split shares of common stock (a 1:5 ratio) to (b) one new post-split share of common stock for 200 old pre-split shares of common stock (a 1:200 ratio). | |||
Unregistered shares of common stock issued | 115,000,000 | |||
Unregistered shares of common stock issued, value | $ 75,000 | |||
Warrants sold to purchase one share of common stock | 115,000,000 | |||
Common stock shares, reserved for convertible instruments | 1,285,778,911 | |||
Preferred stock, authorized shares | 100,000,000 | 100,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Pro forma information for Series B Convertible Preferred Stock, Description | Once the conversion restrictions lapse, an additional 16,252,584,000 new unregistered shares of common stock would be issued. On a pro forma basis, based on the number of shares of common stock outstanding at December 31, 2016, this would dilute the ownership percentage of non-affiliated stockholders from 70.7% to 8.7%. | |||
Common stock [Member] | ||||
Capital Stock (Textual) | ||||
Net number of shares of common stock acquired by George J. Coates upon conversion of promissory notes and conversion of Series B Convertible Preferred Stock | 211,318,358 | |||
Series A Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Series A Preferred stock, designated shares | 1,000,000 | 1,000,000 | ||
Series A Convertible preferred stock, issued shares | 50,000 | 50,000 | ||
Series A Convertible preferred stock, outstanding shares | 50,000 | 50,000 | ||
Description of preferred stock voting rights | Shares of Series A entitle the holder to 10,000 votes per share on all matters brought before the shareholders for a vote. | Shares of Series A entitle the holder to 10,000 votes per share on all matters brought before the shareholders for a vote. | ||
Series B Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Description of preferred stock voting rights | Holders of the Series B are entitled to one thousand votes per share held on all matters brought before the shareholders for a vote. | Holders of the Series B are entitled to one thousand votes per share held on all matters brought before the shareholders for a vote. | ||
Series B Convertible preferred stock, designated shares | 75,000,000 | 5,000,000 | ||
Series B Convertible preferred stock, issued shares | 16,252,584 | 3,492,749 | ||
Series B Convertible preferred stock, outstanding shares | 16,252,584 | 3,492,749 | ||
Number shares of common stock into which each share of Series B convertible preferred stock can be converted | 1,000 | |||
Percentage of non - affiliate shareholder ownership before assumed conversion | 70.70% | |||
Percentage of non - affiliate shareholder ownership after assumed conversion | 8.70% | |||
Convertible promissory note [Member] | ||||
Capital Stock (Textual) | ||||
Principal amount of convertible promissory notes, including accrued interest converted into shares of common stock | $ 715,000 | $ 974,000 | ||
Common shares issued upon conversion of convertible promissory notes | 1,349,144,802 | 520,777,120 | ||
Maximum [Member] | ||||
Capital Stock (Textual) | ||||
Exercise price of common stock warrants sold. | $ 0.001 | |||
Minimum [Member] | ||||
Capital Stock (Textual) | ||||
Exercise price of common stock warrants sold. | $ 0.0005 | |||
Southridge Partners II LP [Member] | ||||
Capital Stock (Textual) | ||||
Registered shares of common stock sold, shares | 172,494,090 | 72,505,910 | ||
Registered shares of common stock sold, value | $ 199,000 | $ 407,000 | ||
Registered shares of common stock issued, but not sold | 15,000,000 | |||
George J. Coates [Member] | ||||
Capital Stock (Textual) | ||||
Conversion of promissory notes, including accrued interest to related parties into shares of common stock | $ 472,000 | |||
Number of shares of common stock issued upon conversion of promissory notes to related parties | 570,458,147 | |||
Accrued interest included in amount of promissory notes to related parties converted into shares of common stock | $ 315,000 | |||
George J. Coates [Member] | Common stock [Member] | ||||
Capital Stock (Textual) | ||||
Shares of Series B Convertible Preferred Stock converted into common stock | 115,006,000 | |||
George J. Coates [Member] | Series A Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Description of preferred stock voting rights | All 50,000 outstanding shares of Series A are owned by George J. Coates, which entitle him to 500 million votes in addition to his voting rights from the shares of common stock and the shares of Series B he holds. | |||
George J. Coates [Member] | Series B Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Series B Convertible preferred stock, issued shares | 11,937,537 | 2,708,430 | ||
Series B Convertible preferred stock, outstanding shares | 15,072,894 | |||
Fixed ownership percentage | 80.63% | |||
Estimated fair value of Series B convertible preferred stock granted | $ 7,060,000 | $ 7,495,000 | ||
Shares converted | 115,006 | |||
George J. Coates [Member] | Maximum [Member] | ||||
Capital Stock (Textual) | ||||
Conversion price per share of promissory notes to related parties converted to common stock | $ 0.0011 | |||
George J. Coates [Member] | Minimum [Member] | ||||
Capital Stock (Textual) | ||||
Conversion price per share of promissory notes to related parties converted to common stock | $ 0.0006 | |||
Mr. Coates [Member] | ||||
Capital Stock (Textual) | ||||
Conversion of convertible promissory notes | $ 472,000 | $ 0 | ||
Number of shares of common stock returned upon rescission of conversion of promissory notes to related parties | 359,139,789 | |||
Interest accrued, but not paid restored upon rescission | $ 315,000 | |||
Gregory G. Coates [Member] | Series B Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Series B Convertible preferred stock, issued shares | 872,014 | 184,382 | ||
Series B Convertible preferred stock, outstanding shares | 1,096,989 | |||
Fixed ownership percentage | 6.10% | |||
Estimated fair value of Series B convertible preferred stock granted | $ 494,000 | $ 510,000 | ||
Barry C. Kaye [Member] | Common stock [Member] | ||||
Capital Stock (Textual) | ||||
Shares of common stock received upon conversion of 2,976 shares of Series B Convertible Preferred Stock | 2,976,000 | |||
Barry C. Kaye [Member] | Series B Preferred Stock [Member] | ||||
Capital Stock (Textual) | ||||
Series B Convertible preferred stock, issued shares | 68,266 | 14,435 | ||
Series B Convertible preferred stock, outstanding shares | 82,701 | |||
Fixed ownership percentage | 0.048% | |||
Estimated fair value of Series B convertible preferred stock granted | $ 39,000 | $ 40,000 | ||
Shares of Series B Convertible Preferred Stock converted | 2,976 |
Sublicensing Fee Revenue (Detai
Sublicensing Fee Revenue (Details) - Sublicensing Fee Revenue [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Sublicensing Fee Revenue (Textual) | ||
Sublicensing fee revenue | $ 94,000 | $ 29,000 |
License deposit | $ 300,000 | |
Amortization method, description | Straight-line basis over the approximate remaining life until 2027 | |
Non-refundable sublicense fee deposit abandoned | $ 75,000 | |
Payment from Secure Supplies | $ 10,000 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) Per Share (Textual) | |||
Warrants outstanding to purchase common stock | 150,344,911 | 35,344,911 | |
Potentially issuable shares of common stock | |||
Maximum [Member] | |||
Income (Loss) Per Share (Textual) | |||
Warrant exercise price | $ 0.12 | $ 0.12 | |
Stock option exercise price | 0.44 | 0.44 | |
Minimum [Member] | |||
Income (Loss) Per Share (Textual) | |||
Warrant exercise price | 0.0005 | 0.005 | |
Stock option exercise price | $ 0.028 | $ 0.028 | |
Equity Option [Member] | |||
Income (Loss) Per Share (Textual) | |||
Vested stock options outstanding | 12,470,000 | 12,470,000 | 11,797,000 |
Stock Options (Details)
Stock Options (Details) - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock options outstanding under stock option plan | ||
Exercise Price Per Share, Stock options Vested | 0.028 | |
Exercise Price Per Share, Stock options Expired | 1 | |
Number Outstanding, Beginning balance | 12,470,000 | 12,500,000 |
Number Outstanding ,Stock option Vested | ||
Number Outstanding ,Stock option Expired | (30,000) | |
Number Outstanding, Ending balance | 12,470,000 | 12,470,000 |
Weighted Average Remaining Contractual Life, Beginning balance | 11 years | 12 years |
Weighted Average Remaining Contractual Life, Ending balance | 10 years | 11 years |
Number Exercisable, Beginning balance | 12,470,000 | 11,797,000 |
Number Exercisable, Stock options Vested | 703,000 | |
Number Exercisable, Stock options Expired | (30,000) | |
Number Exercisable, Ending balance | 12,470,000 | 12,470,000 |
Weighted Average Exercise Price, Beginning balance | $ 0.182 | $ 0.184 |
Weighted Average Exercise Price, Ending balance | 0.182 | 0.182 |
Weighted Average Fair Value Per Stock Option at Date of Grant, Beginning balance | 0.169 | 0.169 |
Weighted Average Fair Value Per Stock Option at Date of Grant, Ending balance | 0.169 | 0.169 |
Maximum [Member] | ||
Stock options outstanding under stock option plan | ||
Exercise Price Per Share, Beginning balance | 0.440 | 1 |
Exercise Price Per Share, Ending balance | 0.440 | 0.440 |
Minimum [Member] | ||
Stock options outstanding under stock option plan | ||
Exercise Price Per Share, Beginning balance | 0.028 | 0.028 |
Exercise Price Per Share, Ending balance | $ 0.028 | $ 0.028 |
Stock Options (Details 1)
Stock Options (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of assumptions used to determine weighted average fair value | |
Historical stock price volatility, minimum | 139.00% |
Historical stock price volatility, maximum | 325.00% |
Risk-free interest rate, minimum | 0.21% |
Risk-free interest rate, maximum | 4.64% |
Expected life (in years) | 4 years |
Dividend yield | 0.00% |
Stock Options (Details 2)
Stock Options (Details 2) | 12 Months Ended | |
Dec. 31, 2016$ / sharesshares | ||
George J. Coates [Member] | 10/23/2021 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 1,000,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
George J. Coates [Member] | 11/4/2024 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 50,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.430 | |
George J. Coates [Member] | 11/17/2025 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 275,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.400 | |
George J. Coates [Member] | 7/25/2026 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 1,800,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.250 | |
George J. Coates [Member] | 6/24/2027 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 1,815,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.060 | |
Gregory G. Coates [Member] | 10/23/2021 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 500,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
Gregory G. Coates [Member] | 8/8/2026 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 1,800,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.240 | |
Gregory G. Coates [Member] | 4/30/2029 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 351,500 | [1] |
Exercise Price per Share | $ / shares | $ 0.028 | |
Barry C. Kaye [Member] | 10/18/2021 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 125,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
Barry C. Kaye [Member] | 2/11/2028 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 100,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.042 | |
Barry C. Kaye [Member] | 4/30/2029 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Employees | shares | 351,500 | [1] |
Exercise Price per Share | $ / shares | $ 0.028 | |
Dr. Frank J. Adipietro [Member] | 3/28/2022 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 25,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
Dr. Frank J. Adipietro [Member] | 11/3/2024 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 50,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.430 | |
Dr. Frank J. Adipietro [Member] | 11/17/2025 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 85,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.400 | |
Dr. Frank J. Adipietro [Member] | 6/24/2027 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 667,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.060 | |
Dr. Richard W. Evans [Member] | 3/28/2022 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 25,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
Dr. Richard W. Evans [Member] | 12/27/2024 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 50,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.390 | |
Dr. Richard W. Evans [Member] | 2/15/2026 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 200,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.250 | |
Dr. Richard W. Evans [Member] | 6/20/2027 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 3,125,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.060 | |
Dr. Michael J. Suchar [Member] | 3/28/2022 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 25,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
Richard Whitworth [Member] | 3/28/2022 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 25,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
William Wolf. Esq [Member] | 4/4/2022 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Shares of Common Stock Underlying Stock Options, Non-employees | shares | 25,000 | [1] |
Exercise Price per Share | $ / shares | $ 0.440 | |
[1] | All outstanding stock options are fully vested. |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options (Textual) | ||
Vested stock options | 703,000 | |
Vested stock options, exercise price | $ 0.028 | |
Estimated fair value of stock options vested | $ 20,000 | |
Non-cash stock-based compensation expense related to employee stock options | $ 0 | $ 7,000 |
Historical stock price volatility description | The Company utilized the volatility in the trading of its common stock computed for the 12 months of trading immediately preceding the date of grant. | |
Stock Option [Member] | ||
Stock Options (Textual) | ||
Expired stock options | 30,000 | |
Expired stock options exercise price | $ 1 | |
2006 Stock Option and Incentive Plan [Member] | ||
Stock Options (Textual) | ||
Common stock available for stock options or awards under the stock Plan | 12,500,000 | |
Maximum percentage of shares issuable in one year to one employee | 25.00% | |
Maximum number of shares of common stock authorized for issue under plan | 12,500,000 | |
2014 Stock Option and Incentive Plan [Member] | ||
Stock Options (Textual) | ||
Common stock available for stock options or awards under the stock Plan | 50,000,000 | |
Maximum percentage of shares issuable in one year to one employee | 25.00% | |
Maximum number of shares of common stock authorized for issue under plan | 50,000,000 |
Equity Purchase and Registrat68
Equity Purchase and Registration Rights Agreements (Details) - Southridge Partners II LP [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jul. 30, 2015 | Jul. 29, 2015 | Jun. 30, 2015 | Jul. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
2014 Equity Purchase Agreements [Member] | ||||||
Equity Purchase and Registration Rights Agreements (Textual) | ||||||
2014 equity purchase agreement description | Pursuant to the terms of the 2014 EP Agreement, Southridge committed to purchase up to 40,000,000 shares of the Company's common stock. | |||||
Number of shares of common stock permitted to be sold under 2014 Equity Purchase Agreement | 40,000,000 | |||||
Number of shares of common stock sold | 40,000,000 | |||||
Proceeds from issuance of common stock under equity line of credit | $ 207,000 | |||||
2015 Equity Purchase Agreements [Member] | ||||||
Equity Purchase and Registration Rights Agreements (Textual) | ||||||
Equity Purchase Agreement term | 3 years | |||||
Number of shares of common stock permitted to be sold under 2015 Equity Purchase Agreement | 205,000,000 | |||||
Number of shares of common stock registered | 205,000,000 | 205,000,000 | ||||
2015 equity purchase agreement description | Pursuant to the terms of the 2015 EP Agreement, Southridge committed to purchase up to 205,000,000 shares of the Company's common stock on the same terms and conditions as the 2014 EP Agreement. | |||||
Number of shares of common stock sold | 172,494,090 | 32,505,910 | ||||
Proceeds from issuance of common stock under equity line of credit | $ 199,000 | $ 200,000 | ||||
Equity Purchase Agreement [Member] | ||||||
Equity Purchase and Registration Rights Agreements (Textual) | ||||||
Daily conditions for reducing put option amount by 10% description | The purchase price for the shares of common stock shall be equal to 94% of the lowest closing price of the common stock during the ten trading days that comprise the defined pricing period. The Company is entitled to exercise a Put to Southridge by delivering a Put Notice, which requires Southridge to remit the dollar amount stated in the Put Notice at the end of the pricing period, provided, however, that for each day during the pricing period, if any, that the daily closing price of the Company's common stock is (i) 25% or more below the Floor Price, as defined, or (ii) below the Floor Price, if any, stipulated in the Put Notice issued by the Company, then the dollar amount of the Put shall be reduced by 10% for each such day. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes [Abstract] | ||
Current deferred tax asset - inventory reserve | $ 195,000 | $ 195,000 |
Non-Current Deferred Tax Assets: | ||
Stock-based compensation expense | 10,022,000 | 7,272,000 |
Net operating loss carryforwards | 7,558,000 | 7,213,000 |
Deferred compensation not paid within 2.5 months | 509,000 | 369,000 |
Accrued liabilities not paid | 466,000 | 451,000 |
Accrued interest on notes to related parties | 199,000 | 140,000 |
Total long-term deferred tax assets | 18,784,000 | 15,445,000 |
Total deferred tax assets | 18,979,000 | 15,639,000 |
Less: valuation allowance | (18,979,000) | (15,639,000) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of differences in Income tax (benefit) provision | ||
Federal tax provision at the statutory rate | 34.00% | 34.00% |
State income tax benefit, net of federal benefit | (0.80%) | (0.90%) |
Stock-based compensation expense | (32.90%) | (29.70%) |
Deferred compensation not paid within 2.5 months | (1.70%) | 0.60% |
Accrued interest not deductible for tax return purposes | (1.70%) | (3.40%) |
Net change in net operating loss carryforwards | (4.50%) | (7.20%) |
Loss on conversion of convertible notes | (0.70%) | (1.10%) |
Decrease (increase) in estimated fair value of embedded derivative liabilities | 2.30% | (0.60%) |
Accrued liabilities not deductible for tax return purposes | (0.20%) | (0.10%) |
Total | (6.20%) | (8.40%) |
Valuation allowance | 6.20% | 8.40% |
Effective tax rate | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Federal tax provision (benefit) at the statutory rate | 34.00% | 34.00% |
Increase in deferred tax assets | $ 3,340,000 | $ 3,672,000 |
Open income tax years, Description | 2012 through 2015. | |
Federal [Member] | ||
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 20,494,000 | |
Operating loss carryforwards expiration date description | Expiring between 2018 and 2036. | |
State [Member] | ||
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 10,154,000 | |
Operating loss carryforwards expiration date description | Expiring between 2029 and 2036. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
George J. Coates [Member] | |||
Summary of approximate amount of base compensation and benefits | |||
Base compensation and benefits paid | [1],[2] | $ 16,000 | $ 18,000 |
Gregory G. Coates [Member] | |||
Summary of approximate amount of base compensation and benefits | |||
Base compensation and benefits paid | [3],[4],[5] | 139,000 | 178,000 |
Bernadette Coates [Member] | |||
Summary of approximate amount of base compensation and benefits | |||
Base compensation and benefits paid | [6] | $ 5,000 | $ 4,000 |
[1] | During the year ended December 31, 2016 and 2015, George J. Coates was awarded 11,937,537 and 2,708,430 shares of Series B Convertible Preferred Stock, respectively, with an estimated fair value of $7,060,000 and $7,495,000, respectively, for anti-dilution. Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. | ||
[2] | For the years ended December 31, 2016 and 2015, George J. Coates earned additional base compensation of $250,000 and $250,000, respectively, payment of which is being deferred until the Company has sufficient working capital. At December 31, 2016 and 2015, the total amount of deferred compensation was $981,000 and $731,000, respectively. These amounts are included in deferred compensation in the accompanying balance sheets at December 31, 2016 and 2015. | ||
[3] | During the years ended December 31, 2016 and 2015, Gregory G. Coates was awarded 872,014 and 184,382 shares of Series B Convertible Preferred Stock with an estimated fair value of $494,000 and $510,000, respectively, for anti-dilution. Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. | ||
[4] | For the year ended December 31, 2016, Gregory G. Coates earned additional base compensation of $33,000, payment of which is being deferred until the Company has sufficient working capital. This amount is included in deferred compensation in the accompanying balance sheet at December 31, 2016. | ||
[5] | Includes compensation paid in 2015 for vacation earned but not taken. | ||
[6] | For the years ended December 31, 2016 and 2015, Bernadette Coates earned additional base compensation of $67,000 and $67,000, respectively, payment of which is being deferred until the Company has sufficient working capital. At December 31, 2016 and 2015, the total amount of deferred compensation was $259,000 and $191,000, respectively. These amounts are included in deferred compensation in the accompanying balance sheets at December 31, 2016 and 2015. |
Related Party Transactions (D73
Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Series B Convertible Preferred Stock [Member] | ||
Related Party Transactions (Textual) | ||
Issuance of anti-dilution shares of series B convertible preferred stock to related parties, shares | 12,877,817 | 2,907,247 |
George J. Coates [Member] | ||
Related Party Transactions (Textual) | ||
Accrued interest | $ 315,000 | |
Amount of compensation deferred | 250,000 | $ 250,000 |
Intellectual property rights cost amount | 39,000 | 38,000 |
Deferred compensation | $ 981,000 | $ 731,000 |
George J. Coates [Member] | Series B Convertible Preferred Stock [Member] | ||
Related Party Transactions (Textual) | ||
Issuance of anti-dilution shares of series B convertible preferred stock to related parties, shares | 11,937,537 | 2,708,430 |
Estimated fair value of Series B convertible preferred stock granted | $ 7,060,000 | $ 7,495,000 |
Preferred stock, conversion basis | Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. | |
Gregory G. Coates [Member] | ||
Related Party Transactions (Textual) | ||
Imputed interest rate on promissory note to related party | 10.00% | |
Amount of compensation deferred | $ 33,000 | |
Intellectual property rights cost amount | 39,000 | 38,000 |
Gregory G. Coates [Member] | Series B Convertible Preferred Stock [Member] | ||
Related Party Transactions (Textual) | ||
Estimated fair value of Series B convertible preferred stock granted | $ 494,000 | $ 510,000 |
Preferred stock, conversion basis | Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. | |
Series B convertible preferred stock, issued shares | 872,014 | 184,382 |
Bernadette Coates [Member] | ||
Related Party Transactions (Textual) | ||
Accrued interest | $ 79,000 | |
Amount of compensation deferred | 67,000 | $ 67,000 |
Deferred compensation | $ 259,000 | 191,000 |
Related Party [Member] | ||
Related Party Transactions (Textual) | ||
Effective interest rate on promissory notes to related parties | 17.00% | |
Accrued interest | $ 394,000 | |
Barry C. Kaye [Member] | ||
Related Party Transactions (Textual) | ||
Accrued interest | 308,000 | |
Amount of compensation paid | $ 6,000 | $ 83,000 |
Issuance of anti-dilution shares of series B convertible preferred stock to related parties, shares | 68,266 | 14,435 |
Value of anti-dilution shares of series B convertible preferred stock issued to related parties | $ 39,000 | $ 40,000 |
Preferred stock, conversion basis | Each share of Series B Convertible Preferred Stock becomes convertible into 1,000 shares of common stock at any time after the second anniversary after the date of issuance. | |
Compensation earned by Barry C. Kaye, but not paid | $ 102,000 | |
Interest expense accrued on unpaid consulting fees | $ 105,000 |
Contractual Obligations and C74
Contractual Obligations and Commitments (Details) | Dec. 31, 2016USD ($) |
Summary of Company's contractual obligations | |
2,017 | $ 2,891,000 |
2,018 | 1,268,000 |
Total | 4,159,000 |
Promissory notes to related parties [Member] | |
Summary of Company's contractual obligations | |
2,017 | 1,455,000 |
2,018 | |
Total | 1,455,000 |
Mortgage loan payable [Member] | |
Summary of Company's contractual obligations | |
2,017 | 65,000 |
2,018 | 1,268,000 |
Total | 1,333,000 |
Deferred compensation [Member] | |
Summary of Company's contractual obligations | |
2,017 | 1,272,000 |
2,018 | |
Total | 1,272,000 |
Convertible promissory notes [Member] | |
Summary of Company's contractual obligations | |
2,017 | 99,000 |
2,018 | |
Total | $ 99,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Apr. 12, 2017 | Dec. 31, 2016 | |
George J. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Total amount of convertible notes converted to common stock | $ 157,000 | ||||
Shares of common stock upon conversion of promissory notes | 211,318,358 | ||||
Subsequent Event [Member] | George J. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Total aggregate deferred compensation | $ 980,000 | ||||
Additional deferred compensation | 62,000 | ||||
Subsequent Event [Member] | Gregory G. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Total aggregate deferred compensation | 76,000 | ||||
Additional deferred compensation | 43,000 | ||||
Subsequent Event [Member] | Barry C. Kaye [Member] | |||||
Subsequent Events [Textual] | |||||
Total aggregate deferred compensation | 260,000 | ||||
Additional deferred compensation | 35,000 | ||||
Subsequent Event [Member] | Bernadette Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Total aggregate deferred compensation | 261,000 | ||||
Additional deferred compensation | 19,000 | ||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||
Subsequent Events [Textual] | |||||
Total amount of convertible notes issued | $ 90,000 | ||||
Conversion price, description | The Company's common stock at a conversion price ranging from 62% to 70% of the trading price. | ||||
Subsequent Event [Member] | Convertible Promissory Notes One [Member] | |||||
Subsequent Events [Textual] | |||||
Unregistered shares of common stock issued upon conversion | 170,872,980 | ||||
Total amount of convertible notes converted to common stock | $ 56,000 | ||||
Subsequent Event [Member] | Promissory Note [Member] | |||||
Subsequent Events [Textual] | |||||
Warrant exercise price, description | Shares of common stock that were scheduled to expire in 2017 for an additional five years and modify the exercise price to $0.0015. | ||||
Unregistered shares of common stock to be issued as interest at maturity | 10,000,000 | ||||
Principal amount of promissory note | $ 25,000 | ||||
Company issued promissory note | $ 5,000 | ||||
Unregistered additional shares of common stock issued per month in the event of late payment | 2,000,000 | 750,000 | |||
Number of warrants held by lender being extended for five years | 10,839,752 | ||||
Debt instrument maturity date | Jun. 30, 2017 | May 31, 2017 | |||
Percentage of interest payable | 25.00% | ||||
Promissory note term | 60 days | ||||
Subsequent Event [Member] | Promissory Note [Member] | George J. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Repaid promissory notes to related parties | 4,000 | ||||
Company issued promissory note | 18,000 | ||||
Subsequent Event [Member] | Promissory Note [Member] | Bernadette Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Repaid promissory notes to related parties | 4,000 | ||||
Company issued promissory note | $ 21,000 | ||||
Series B Convertible Preferred Stock [Member] | George J. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Shares of common stock issued upon conversion of Series B Convertible Preferred Stock | 115,006,000 | ||||
Shares of Series B Convertible Preferred Stock converted to common stock | 115,006 | ||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | George J. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Shares of Series B Preferred Stock issued | 772,066 | ||||
Fair value of Series B Preferred Stock issued | $ 199,000 | ||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | Gregory G. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Shares of Series B Preferred Stock issued | 119,331 | ||||
Fair value of Series B Preferred Stock issued | $ 39,000 | ||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | Barry C. Kaye [Member] | |||||
Subsequent Events [Textual] | |||||
Shares of Series B Preferred Stock issued | 9,393 | ||||
Fair value of Series B Preferred Stock issued | $ 3,000 | ||||
Shares of common stock issued upon conversion of Series B Convertible Preferred Stock | 1,372 | ||||
Shares of Series B Convertible Preferred Stock converted to common stock | 1,372,000 | ||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | George J. Coates [Member] | |||||
Subsequent Events [Textual] | |||||
Issuance of series A preferred stock shares under anti dilution to related party | 670,219 | ||||
Percentage of eligible votes | 85.70% |