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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/12 Location Based Technologies, Inc. POS AM 35:7.5M RDG Filings/FA |
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Nevada
|
3663
|
20-485758
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(IRS Employer
Identification No.)
|
Title of Each Class of
Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Offering Price
per Share(1)
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee(3)
|
Common Stock $.001 par value
|
58,754,079 shares(2)
|
$0.90
|
$52,878,672
|
$6,170.56(4)
|
(1)
|
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on $0.90, the average of the bid and asked prices reported on the OTC Bulletin Board on August 22, 2011.
|
(2)
|
Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
|
(3)
|
Calculated pursuant to Rule 457(c) under the Securities Act of 1933.
|
(4)
|
Previously paid.
|
50,000,000 shares of common stock; and
8,754,079 shares of common stock underlying warrants.
|
PROSPECTUS SUMMARY
|
3
|
RISK FACTORS
|
6
|
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
14
|
MARKET FOR COMMON EQUITY
|
15
|
SELECTED FINANCIAL DATA
|
16
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
17
|
BUSINESS
|
22
|
MANAGEMENT
|
26
|
RELATED PARTY TRANSACTIONS
|
31
|
PRINCIPAL STOCKHOLDERS
|
32
|
SELLING STOCKHOLDERS
|
33
|
DESCRIPTION OF SECURITIES
|
38
|
PLAN OF DISTRIBUTION
|
40
|
LEGAL MATTERS
|
42
|
EXPERTS
|
42
|
WHERE YOU CAN FIND MORE INFORMATION
|
42
|
INDEX TO FINANCIAL STATEMENTS
|
F-1
|
50,000,000 shares of common stock issued to the investors in the July 2011 private placement; and
1,000,000 shares of common stock underlying warrants issued to the placement agents in the July 2011 private placement; and
7,754,079 shares of common stock underlying warrants issued to others.
|
10,685,279 shares of common stock reserved for issuance upon the exercise of outstanding stock purchase warrants;
1,115,385 shares of common stock reserved for issuance upon the conversion of outstanding convertible securities; and
6,000,000 shares of common stock reserved for issuance upon the exercise of outstanding stock options granted to management, subject to meeting certain performance goals.
|
Year Ended August 31
|
Three Months Ended November 30
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
Statement of Operations Data:
|
||||||||||||||||
Net revenue
|
$
|
16,969
|
$
|
67,090
|
$
|
44,116
|
$
|
1,972
|
||||||||
Gross loss
|
(8,217
|
)
|
(90,620
|
)
|
(210,611
|
)
|
(2,834
|
)
|
||||||||
Operating expenses
|
3,558,304
|
4,179,708
|
1,723,763
|
451,491
|
||||||||||||
Net operating loss
|
(3,566,521
|
)
|
(4,270,328
|
)
|
(1,934,374
|
)
|
(454,325
|
)
|
||||||||
Other income (expense)
|
(4,655,384
|
)
|
(4,791,811
|
)
|
(35,559
|
)
|
(421,112
|
)
|
||||||||
Net loss
|
(8,222,705
|
)
|
(9,062,939
|
)
|
(1,970,733
|
)
|
(876,237
|
)
|
As of
|
As of
|
|||||
(Unaudited)
|
||||||
Balance Sheet Data:
|
||||||
Cash and cash equivalents
|
$
|
920,168
|
$ |
3,619,576
|
||
Working capital
|
1,811,264
|
3,769,176
|
||||
Total assets
|
8,123,112
|
9,400,162
|
||||
Total liabilities
|
4,684,633
|
4,178,047
|
||||
Total stockholders’ equity
|
2,785,883
|
4,536,615
|
·
|
decreased demand for the PocketFinder devices or withdrawal from the market;
|
·
|
injury to our reputation and significant media attention;
|
·
|
costs of litigation; and
|
·
|
substantial monetary awards to plaintiffs.
|
·
|
product liability claims or other litigation;
|
·
|
the announcement of new products or product enhancements by us or our competitors;
|
·
|
quarterly variations in our or our competitors’ results of operations;
|
·
|
changes in earnings estimates or comments by securities analysts;
|
·
|
developments in our industry;
|
·
|
developments in patent or other proprietary rights;
|
·
|
general market conditions; and
|
·
|
future sales of common stock by existing stockholders.
|
Fiscal Quarter Ended
|
High ($)
|
Low ($)
|
|||
1.13 | 0.60 | ||||
0.68 | 0.24 | ||||
0.43 | 0.14 | ||||
0.34 | 0.10 | ||||
0.25 | 0.23 | ||||
0.18 | 0.15 | ||||
0.17 | 0.16 | ||||
0.95 | 0.88 | ||||
November 30, 2011 | 0.93 | 0.26 | |||
February 29, 2012 (through February 8, 2012) | 0.36 | 0.22 |
Year Ended August 31
|
Three Months Ended November 30
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
Net revenue
|
||||||||||||||||
Devices
|
$
|
10,288
|
$
|
10,090
|
$
|
41,891
|
$
|
1,020
|
||||||||
Services
|
6,681
|
10,126
|
2,225
|
952
|
||||||||||||
Consulting
|
-
|
46,874
|
-
|
-
|
||||||||||||
Total net revenue
|
16,969
|
67,090
|
44,116
|
1,972
|
||||||||||||
Cost of revenue
|
25,186
|
157,710
|
254,727
|
4,806
|
||||||||||||
Gross loss
|
(8,217
|
)
|
(90,620
|
)
|
(210,611
|
)
|
(2,834
|
)
|
||||||||
Operating expenses
|
||||||||||||||||
General and administrative
|
3,558,304
|
907,185
|
448,514
|
103,300
|
||||||||||||
Officer compensation
|
540,000
|
540,000
|
135,000
|
135,000
|
||||||||||||
Professional fees
|
1,569,677
|
909,756
|
764,747
|
124,061
|
||||||||||||
Rent
|
154,314
|
174,970
|
19,203
|
42,804
|
||||||||||||
Research and development
|
514,147
|
1,647,797
|
356,299
|
46,326
|
||||||||||||
Total operating expenses
|
3,558,304
|
4,179,708
|
1,723,763
|
451,491
|
||||||||||||
Net operating loss
|
(3,566,521
|
)
|
(4,270,328
|
)
|
(1,934,374
|
)
|
(454,325
|
)
|
||||||||
Other income (expense)
|
(4,655,384
|
)
|
(4,791,811
|
)
|
(35,559
|
)
|
(421,112
|
)
|
||||||||
Net loss
|
$
|
(8,222,705
|
)
|
$
|
(9,062,939
|
)
|
$
|
(1,970,733
|
)
|
$
|
(876,237
|
)
|
As of
|
As of
|
|||||||
(Unaudited)
|
||||||||
Cash and cash equivalents
|
$ | 920,168 | $ | 3,619,576 | ||||
Working capital
|
1,811,264 | 3,769,176 | ||||||
Total assets
|
8,123,112 | 9,400,162 | ||||||
Total liabilities
|
4,684,633 | 4,178,047 | ||||||
Total stockholders’ equity
|
2,785,883 | 4,536,615 |
|
●
|
A $127,019 decrease in general and administrative expenses to $780,166 for the year ended August 31, 2011, as compared to $907,185 for the year ended August 31, 2010. The decrease in general and administrative expenses in 2011 as compared to 2010 is due to the recognition of approximately $304,000 of bad debt expense in 2010, whereby there was no such expense in 2011. In addition, the decrease in general and administrative expenses was offset by increases in administrative costs related to the private placement and Form S-1 filing;
|
|
●
|
A $659,921 increase in professional fees to $1,569,677 for the year ended August 31, 2011, as compared to $909,756 for the year ended August 31, 2010. The increase in professional fees is primarily attributed to a significant increase in legal fees in connection with the July 2011 private placement and the preparation for the filing of our registration statement on Form S-1;
|
|
●
|
A $1,133,650 decrease in research and development costs for the year ended August 31, 2011, to $514,147 as compared to $1,647,797 for the year ended August 31, 2010, as we have completed the majority of research and development activities and are beginning to manufacture the PocketFinder devices; and
|
|
●
|
A $20,656 decrease in rent for the year ended August 31, 2011, to $154,314 as compared to $174,970 for the year ended August 31, 2010, due to moving to smaller office space in Irvine.
|
|
·
|
A $345,214 increase in general and administrative expenses to $448,514 for the three months ended November 30, 2011, as compared to $103,300 for the three months ended November 30, 2010. The increase in general and administrative expenses in 2011 as compared to 2010 is due to the following:
|
|
·
|
A $640,686 increase in professional fees to $764,747 for the three months ended November 30, 2011, as compared to $124,061 for the three months ended November 30, 2010. The increase in professional fees is primarily attributed to a significant increase in legal fees to prepare the filing of our registration statement on Form S-1. In addition, professional fees increased due to the addition of seven consultants specializing in sales and marketing, business development, financial services, technology, and customer service. Professional fees totaling $158,500 accrued at November 30, 2011 were settled with the issuance of common stock in December 2011;
|
|
·
|
A $309,973 increase in research and development costs to $356,299 for the three months ended November 30, 2011, as compared to $46,326 for the three months ended November 30, 2010, as we increased R&D activities related to our PocketFinder XL device; and
|
|
·
|
The increases above were offset by a $23,601 decrease in rent to $19,203 for the three months ended November 30, 2011, as compared to $46,326 for the three months ended November 30, 2010, due to moving to smaller office space in Irvine.
|
|
·
|
Costs involved in production and manufacturing to fill purchase orders, software and interface customization for OEM partners, and the network necessary to commence the commercialization of the PocketFinder People and PocketFinder Pets devices;
|
|
·
|
The costs of commercialization activities, including product marketing, sales and distribution, and customer service and support; and
|
|
·
|
Our revenues, if any, from successful commercialization of the PocketFinder devices and the PocketFinder Network platform services.
|
|
·
|
Parents of young children (primarily 5 to 12 years of age) who seek the peace of mind of being able to know that their children are where they are supposed to be when they are supposed to be there;
|
|
·
|
Asset tracking and location capability: cars, trucks, snowmobiles, fleet management, luggage, boats, RVs, and other high-valued assets.
|
|
·
|
Utilization of direct response sales due to public relations outreach in special interest magazines and newsletters; and
|
|
·
|
Organizations that will self-brand the PocketFinder for specialized niche markets (“white label”);
|
|
·
|
A mass market retail price of under $150 for Personal Location devices (customized trucking solutions with additional features and capabilities will be sold at a higher cost);
|
|
·
|
A basic monthly service fee in the U.S. for Personal Locator devices of $12.95 with multiple convenient access points (smartphone and/or via the Internet);
|
Name
|
Age
|
Position
|
58
|
Co-President, Chief Executive Officer and Director
|
|
Joseph F. Scalisi
|
48
|
Co-President and Chief Development Officer
|
40
|
Chief Operating Officer, Secretary and Director
|
|
Gregory Gaines
|
58
|
Chief Marketing and Sales Officer
|
48
|
Director
|
|
66
|
Director
|
|
68
|
Director
|
|
67
|
Director
|
Ÿ
|
conducted himself or herself in good faith,
|
Ÿ
|
reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests,
|
Ÿ
|
in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and
|
Ÿ
|
in the case of directors and officers, did not commit a breach of his or her fiduciary duties involving intentional misconduct, fraud or a knowing violation of law.
|
Name and Principal Position
|
Fiscal Year
Ended 8/31
|
Salary
($)
|
Stock
Awards
($)
|
Total
($)
|
||||||||||
David M. Morse (1)
|
2011
|
180,000
|
(4)
|
180,000
|
(4)
|
|||||||||
2010
|
180,000
|
(4)
|
180,000
|
(4)
|
||||||||||
Joseph F. Scalisi(2)
|
2011
|
180,000
|
(5)
|
180,000
|
(5)
|
|||||||||
2010
|
180,000
|
(5)
|
180,000
|
(5)
|
||||||||||
2011
|
180,000
|
(6)
|
180,000
|
(6)
|
||||||||||
2010
|
180,000
|
(6)
|
180,000
|
(6)
|
(1)
|
Co-President, Chief Executive Officer and Chairman of the Board
|
(2)
|
Co-President, Chief Development Officer and Director
|
(3)
|
Chief Operating Officer, Secretary and Director
|
(4)
|
In fiscal 2011, $94,888 was paid and $85,112 was accrued for future payment. In fiscal 2010, $22,500 was paid and $157,500 was accrued for future payment.
|
(5)
|
In fiscal 2011, $82,250 was paid and $97,750 was converted into 488,750 shares of the Company’s common stock. In fiscal 2010, $7,500 was paid and $172,500 was accrued for future payment.
|
(6)
|
In fiscal 2011, $83,750 was paid and $96,250 was accrued for future payment. In fiscal 2010, $7,500 was paid and $172,500 was accrued for future payment.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
||||||||||
David Morse
|
-0-
|
2,000,000
|
(1)
|
$1.00 / share
|
(1)
|
|||||||||
Joseph Scalisi
|
-0-
|
2,000,000
|
(1)
|
$1.00 / share
|
(1)
|
|||||||||
-0-
|
2,000,000
|
(1)
|
$1.00 / share
|
(1)
|
(1)
|
Each officer holds an option to purchase up to 2,000,000 shares of common stock at $1.00 per share. Options to purchase 1,000,000 shares each are exercisable when we achieve a total of 100,000 customers, and the remaining options to purchase 1,000,000 shares each are exercisable when we achieve a total of 250,000 customers. None of such options is presently exercisable. The options expire ten years from the date a performance goal is achieved and vest on a change in control.
|
·
|
Each person, or group of affiliated persons, who is known to us to be the beneficial owner of more than 5% of our outstanding common stock;
|
·
|
Each of our executive officers and directors; and
|
·
|
All of our directors and executive officers as a group.
|
Shares of Common Stock
Beneficially Owned(1)
|
||||||||
Name of Beneficial Owner
|
Number
|
Percent
|
||||||
David M. Morse, Co-President, Chief Executive Officer
and Chairman of the Board
|
18,337,808
|
9.6
|
%
|
|||||
Joseph F. Scalisi, Co-President and Chief Development Officer (2)
|
12,845,972
|
6.6
|
%
|
|||||
Desiree Mejia, Chief Operating Officer, Principal Financial Officer,
Secretary and Director (2)
|
17,362,626
|
9.1
|
%
|
|||||
Gregory Gaines, Chief Marketing and Sales Officer
|
-
|
-
|
||||||
Greggory S. Haugen, Director (3)
|
6,750,000
|
3.5
|
||||||
David L. Meyers, Director
|
-
|
-
|
||||||
Charles H. Smith, Director
|
-
|
-
|
||||||
Ronald Warner, Director
|
-
|
-
|
||||||
All executive officers and directors as a group
|
55,068,406
|
28.7
|
%
|
(1)
|
Applicable percentage ownership is based on 191,570,055 shares of common stock outstanding as of November 15, 2011, provided that any shares of common stock not outstanding which are subject to options, warrants, rights or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by such person, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person.
|
(2)
|
Mr. Scalisi and Mrs. Mejia are married and, by virtue of community property laws or otherwise, each may have an interest in the shares reported by the other.
|
(3)
|
The shares of common stock reported as beneficially owned by Mr. Haugen do not include 3,600,000 shares subject to issuance on exercise of warrants owned by the Haugen Children 2006 Trust, as to which Mr. Haugen disclaims beneficial ownership.
|
Selling
Stockholder (1)
|
Shares Held
Before the
Offering
|
Shares
Being
Offered
|
Shares Held
After the
Offering
|
Percentage Owned After
the Offering (2)
|
||||||||||||
Jeffrey D. Leu
|
8,500,000
|
(3)
|
4,500,000
|
4,000,000
|
2.09
|
%
|
||||||||||
6,750,000
|
500,000
|
6,250,000
|
3.26
|
%
|
||||||||||||
Haugen Children 2006 Trust
|
3,600,000
|
(5)
|
3,600,000
|
0
|
0
|
|||||||||||
Northstar Investments, Inc.
|
3,259,283
|
(6)
|
2,250,000
|
1,009,283
|
*
|
|||||||||||
Whitebox Multi-Strategy Partners, LP (7)
|
3,250,000
|
3,250,000
|
0
|
0
|
||||||||||||
Terrence L. McGovern
|
3,250,000
|
250,000
|
3,000,000
|
1.57
|
%
|
|||||||||||
Killer Whale Holdings, LLC (8)
|
2,525,000
|
2,250,000
|
275,000
|
*
|
||||||||||||
Emial Douglas †
|
2,325,000
|
2,325,000
|
0
|
0
|
||||||||||||
Thomas S. Gerbig
|
2,000,000
|
2,000,000
|
0
|
0
|
||||||||||||
Amir L. Ecker (9)
|
1,750,000
|
1,750,000
|
0
|
0
|
||||||||||||
Netgain Financial Inc.
|
1,500,000
|
(10)
|
750,000
|
750,000
|
*
|
|||||||||||
Lacuna Hedge Fund LLLP (11)
|
1,250,000
|
1,250,000
|
0
|
0
|
||||||||||||
Walter W. Cruttenden
|
1,250,000
|
1,250,000
|
0
|
0
|
||||||||||||
ACT Capital Partners, L.P. (12)
|
1,250,000
|
1,250,000
|
0
|
0
|
||||||||||||
Polestar Select LP (13)
|
1,200,000
|
1,200,000
|
0
|
0
|
||||||||||||
Greg Maselli
|
1,189,400
|
(14)
|
100,000
|
1,089,400
|
*
|
|||||||||||
Richard J. Chenitz
|
1,066,000
|
(15)
|
500,000
|
566,000
|
*
|
|||||||||||
Sandor Capital Master Fund, LP (16)
|
1,000,000
|
1,000,000
|
0
|
0
|
||||||||||||
George Karutz
|
1,000,000
|
1,000,000
|
0
|
0
|
||||||||||||
Richard Mackey
|
800,000
|
800,000
|
0
|
0
|
||||||||||||
David Caspers
|
769,932
|
(17)
|
100,000
|
669,932
|
*
|
|||||||||||
Double E Services, Inc.
|
750,000
|
(18)
|
750,000
|
0
|
0
|
|||||||||||
Jeffery A. Lindeman
|
750,000
|
750,000
|
0
|
0
|
||||||||||||
Craig Schnupp †
|
750,000
|
750,000
|
0
|
0
|
||||||||||||
Sean & Lisa Matus
|
727,500
|
727,500
|
0
|
0
|
||||||||||||
Kazum Partners, Ltd. (19)
|
690,000
|
500,000
|
190,000
|
*
|
||||||||||||
Raymond Douglas
|
625,000
|
625,000
|
0
|
0
|
||||||||||||
Robert G. Allison (20)
|
575,000
|
575,000
|
0
|
0
|
||||||||||||
David & Jill Brattain †
|
575,000
|
575,000
|
0
|
0
|
||||||||||||
Robert J. Evans
|
514,200
|
514,200
|
0
|
0
|
||||||||||||
Craig-Hallum Capital Group LLC
|
500,000
|
(21)
|
500,000
|
0
|
0
|
|||||||||||
Robert Scott
|
500,000
|
500,000
|
0
|
0
|
Stockholder (1)
|
Shares Held
Before the
Offering
|
Shares
Being
Offered
|
Shares Held
After the
Offering
|
Percentage Owned After
the Offering (2)
|
||||||||||||
Aiello Family Trust (22)
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
Bruce Evans & Kathryn Evans
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
London Family Trust (23)
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
Verbier Investments, L.P. (24)
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
James J. Tiampo
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
David Kuennen
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
Whitebox L/S Equity Partners, LP (25)
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
Larry Zilverberg
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
William Ford
|
500,000
|
500,000
|
0
|
0
|
||||||||||||
Michael Glazer
|
463,069
|
(26)
|
20,408
|
442,661
|
*
|
|||||||||||
MAZ Partners LP (27)
|
400,000
|
400,000
|
0
|
0
|
||||||||||||
Nob Hill Capital Partners, LP (22)
|
400,000
|
400,000
|
0
|
0
|
||||||||||||
AGA III Investments, Inc. (28)
|
375,000
|
375,000
|
0
|
0
|
||||||||||||
Wayne & Tammie Boyd
|
350,000
|
350,000
|
0
|
0
|
||||||||||||
H. Grady Terrill †
|
325,000
|
325,000
|
0
|
0
|
||||||||||||
ThinkEquity LLC
|
300,000
|
(29)
|
300,000
|
0
|
0
|
|||||||||||
Donald A. Daeke †
|
300,000
|
300,000
|
0
|
0
|
||||||||||||
Robin Babcock
|
256,279
|
(30)
|
68,671
|
187,608
|
*
|
|||||||||||
William F. Hartfiel III (31)
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Brian Garner Swift (32)
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Crusader Investments LLC (33)
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
James H. Zavoral Jr. (34)
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Michael D. Ferrell †
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Anne Barrett †
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Chris B. Stephan
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Shirley J. Jones †
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Poseidon Capital, LLC (35)
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Patrick Doolittle
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Donald Andruik
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Kenneth S. & Lori A. Curren
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
Carol Jean Sibilly
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
James S. Kenney †
|
250,000
|
250,000
|
0
|
0
|
||||||||||||
William & Janet Stanton †
|
225,000
|
225,000
|
0
|
0
|
||||||||||||
Jonathan Levy
|
200,000
|
(36)
|
200,000
|
0
|
0
|
|||||||||||
J. Michael & B. Sherry Edge †
|
200,000
|
200,000
|
0
|
0
|
||||||||||||
Timothy Klein and Stephanie Klein (37)
|
200,000
|
200,000
|
0
|
0
|
||||||||||||
Sylvia Martinez †
|
200,000
|
200,000
|
0
|
0
|
||||||||||||
Ted and Alana Ownby †
|
180,000
|
180,000
|
0
|
0
|
||||||||||||
Gary A. Bergren (20)
|
175,000
|
175,000
|
0
|
0
|
||||||||||||
Laura O. Jacobs †
|
175,000
|
175,000
|
0
|
0
|
||||||||||||
Donald & Nancy Boecker †
|
150,000
|
150,000
|
0
|
0
|
||||||||||||
Amanda and Edward Alexander Fly †
|
150,000
|
150,000
|
0
|
0
|
||||||||||||
Paul Bhangoo
|
149,850
|
149,850
|
0
|
0
|
||||||||||||
Joel D. White †
|
125,000
|
125,000
|
0
|
0
|
||||||||||||
Doug Mzyk †
|
125,000
|
125,000
|
0
|
0
|
||||||||||||
Sally S. Hoedebecke †
|
125,000
|
125,000
|
0
|
0
|
||||||||||||
Michael Ray Compton †
|
125,000
|
125,000
|
0
|
0
|
||||||||||||
Jay Barnes
|
125,000
|
125,000
|
0
|
0
|
||||||||||||
EB Resources Limited (38)
|
125,000
|
125,000
|
0
|
0
|
||||||||||||
Shirley J. Jones & Amanda Jones Fly
|
125,000
|
125,000
|
0
|
0
|
||||||||||||
Nob Hill Capital Partners, LP III (22)
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
John Alenius †
|
100,000
|
100,000
|
0
|
0
|
Stockholder (1)
|
Shares Held
Before the
Offering
|
Shares
Being
Offered
|
Shares Held
After the
Offering
|
Percentage Owned After
the Offering (2)
|
||||||||||||
Thad Zak †
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
Karen M. Allen
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
Mary S. Bryant
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
David Doty
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
Andrzej & Elzbieta Krawczyk †
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
Edith Alice Jereb †
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
Paul Bradley Tuggle †
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
George & Estefana Shively Jr. †
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
Robert Kasody
|
100,000
|
(39)
|
100,000
|
0
|
0
|
|||||||||||
Warberg Opportunistic Trading Fund, LP (40)
|
100,000
|
100,000
|
0
|
0
|
||||||||||||
Robert L. Cooper †
|
90,000
|
90,000
|
0
|
0
|
||||||||||||
Allison Barrett †
|
90,000
|
90,000
|
0
|
0
|
||||||||||||
Roland Cavazos
|
90,000
|
90,000
|
0
|
0
|
||||||||||||
Marion Loving
|
90,000
|
90,000
|
0
|
0
|
||||||||||||
Bruce Flieller †
|
77,500
|
77,500
|
0
|
0
|
||||||||||||
Eric Zeitler †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Tommy L. Twomey †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Jaret Dale Walker †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Scott Breen †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Robert H. Cooper †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
James E. Smith †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Gay Lamey †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Matthew Bell
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Paul J. Dee
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Darrell J. Compton †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Kelly and Araseli Compton
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Sherrie L. Helms
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Richard and Kathleen J. Moench
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Juan Lazos †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Patricia A. Zeitler †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
John M. Robertson †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Carrie S. Tidwell †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Judy Trevino †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
James C. Melton †
|
75,000
|
75,000
|
0
|
0
|
||||||||||||
Steve C. Steckbeck †
|
70,000
|
70,000
|
0
|
0
|
||||||||||||
Randle & Evelyn Allen †
|
70,000
|
70,000
|
0
|
0
|
||||||||||||
Brett Hardy Balthrope
|
69,000
|
50,000
|
19,000
|
*
|
||||||||||||
Darrell G. Compton †
|
67,500
|
67,500
|
0
|
0
|
||||||||||||
Kyle Nohavitza †
|
57,500
|
57,500
|
0
|
0
|
||||||||||||
Patricia Martinez
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Beverette H. Fly †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Trent & Patricia McDaniel
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Frank Perekovich †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Donald Perekovich †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Kevin Albrecht †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Ian Burnett †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Andrew Ross Williams †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Todd Zimmerman †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Mathew Zimmerman †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Joe F. Handley †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Robert Patrick Hernandez †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Kenneth Malone †
|
50,000
|
50,000
|
0
|
0
|
Stockholder (1)
|
Shares Held
Before the
Offering
|
Shares
Being
Offered
|
Shares Held
After the
Offering
|
Percentage Owned After
the Offering (2)
|
||||||||||||
Davis G. Gomez
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Jeffrey Boyd Wilkinson †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Irvin E. Zeitler †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Hillary A. Boyd
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Heriberto Martinez
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Vicente Quintero
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
William H. Sutcliffe
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Michael Tavitas, Jr.
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Ifeanyi & Cheryl Udensi
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Beth Balzar
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Denise A. Berger
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Kathleen Marie Born
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Toby C. & Melinda K. Gerhart
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
W. L. Golightly
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
David W. Nettel †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Roland Lamar Pettit †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Kyle Matthew Pippin †
|
50,000
|
50,000
|
0
|
0
|
||||||||||||
Danny Cheng
|
11,500
|
(41)
|
10,000
|
1,500
|
*
|
|||||||||||
Sergio Pinon
|
5,000
|
(42)
|
5,000
|
0
|
0
|
|||||||||||
Other Holders as a Group
|
1,800,950
|
(43)
|
1,800,950
|
0
|
0
|
*
|
Indicates less than 1%.
|
|
†
|
Indicates account managed by Alamo Investment Advisors, LLC d/b/a Alamo Asset Advisors.
|
|
(1)
|
Inclusion is not an admission of beneficial ownership.
|
|
(2)
|
Based on 191,570,055 shares outstanding on September 30, 2011.
|
|
(3)
|
Includes 4,000,000 shares issuable on conversion of debt.
|
|
(4)
|
Greggory S. Haugen has personally guaranteed our obligations under the Loan and Security Agreement with Silicon Valley Bank and has made a number of personal loans to us. In connection with these arrangements, we entered into several agreements with Mr. Haugen under which, among other things, we granted him board observation rights, certain registration rights, the right to approve our use of funds drawn under the Loan and Security Agreement, and a security interest in all of our assets, junior only to the security interest of Silicon Valley Bank. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”
|
|
(5)
|
Covers shares issuable on exercise of warrants. David Alampi, as trustee, has voting and investment power over the securities held by the Haugen Children 2006 Trust. Mr. Haugen disclaims beneficial ownership of these shares.
|
|
(6)
|
Includes 2,250,000 shares issuable on exercise of warrants.
|
|
(7)
|
Andrew J. Redleaf, as managing member of Whitebox Advisors, LLC, the general partner of Whitebox Multi-Strategy Partners, LP, has voting and investment power over the securities held by Whitebox Multi-Strategy Partners, LP. Andrew J. Redleaf and Whitebox Advisors, LLC expressly disclaim their beneficial ownership of securities held by Whitebox Multi-Strategy Partners, LP, except to the extent of their pecuniary interest therein. Whitebox Multi-Strategy Partners, LP is affiliated with Whitebox L/S Equity Partners, LP, which holds 500,000 shares.
|
|
(8)
|
Mark Anderson is the president of Killer Whale Holdings, LLC and has voting and investment power over the securities held by Killer Whale Holdings, LLC. Mr. Anderson also holds 275,000 shares individually.
|
|
(9)
|
Mr. Ecker is employed by Philadelphia Brokerage, a registered broker-dealer.
|
|
(10)
|
Includes 750,000 shares issuable on exercise of warrants. Brian C. Quinn, as chief executive officer, has voting and investment power over the securities held by Netgain Financial Inc. In the past, Netgain Financial Inc. has provided investor relations services to the Company.
|
|
(11)
|
Rawleigh Ralls and Rich O’Leary share voting and investment control over the securities held by Lacuna Hedge Fund LLLP.
|
|
(12)
|
Amir L. Ecker and Carol G. Frankenfeld, the general partners of ACT Capital Partners, L.P., share voting and investment control over the securities held by ACT Capital Partners, L.P. Amir L. Ecker and Carol G. Frankenfeld are employed by Philadelphia Brokerage, a registered broker-dealer. In addition, Mr. Ecker personally holds 1,750,000 shares.
|
|
(13)
|
Rajiv Sharma has voting and investment power over the securities held by Polestar Select LP. Mr. Sharma is the manager of Polestar Capital LLC, the general partner of Polestar Select LP. Polestar Select LP is affiliated with Samuels Chase & Co., Inc., a registered broker-dealer.
|
|
(14)
|
Includes 100,000 shares issuable on exercise of warrants. Mr. Maselli provides business development-related consulting services to the Company and serves as a sales representative for a business that provided certain packaging and other materials to the Company.
|
(15)
|
Includes 500,000 shares issuable on conversion of debt.
|
|
(16)
|
John S. Lemak is the managing member of Sandor Capital Master Fund, LP and has voting and investment power over the securities held by Sandor Capital Master Fund, LP. Mr. Lemak is affiliated with WFG Investments, Inc., a registered broker-dealer.
|
|
(17)
|
Includes 100,000 shares issuable on exercise of warrants.
|
|
(18)
|
Covers shares issuable on exercise of warrants. Sean Nevett, as president, has voting and investment power over the securities held by Double E Services, Inc.
|
|
(19)
|
William D. Balthrope has voting and investment power over the securities held by Kazum Partners, Ltd.
|
|
(20)
|
Account managed by Perkins Capital Management, Inc.
|
|
(21)
|
Craig-Hallum Capital Group LLC is a registered broker-dealer and served as one of the placement agents for the July 2011 private placement. Covers shares issuable on exercise of warrants issued to Craig-Hallum Capital Group LLC as partial compensation for services as placement agent. Craig-Hallum Capital Group LLC is wholly owned by Craig-Hallum Holdings LLC, the managing members of which are John Flood, Bradley Baker, Kevin Harris, Richard Rinkoff and Patricia Bartholomew.
|
|
(22)
|
Stephen R. Mittel, as trustee, has voting and investment power over the securities held by the Aiello Family Trust. Mr. Mittel, as general partner, also has voting and investment power over the securities held by Nob Hill Capital Partners, L.P. and Nob Hill Capital Partners, LP III.
|
|
(23)
|
Robert S. London and Heath H. London are the trustees of the London Family Trust and share voting and investment power over the securities held by the London Family Trust.
|
|
(24)
|
James J. Tiampo is managing partner of Verbier Investments, L.P. and has voting and investment power over the securities held by Verbier Investments, L.P. In addition, Mr. Tiampo personally holds 500,000 shares.
|
|
(25)
|
Andrew J. Redleaf, as managing member of Whitebox Advisors, LLC, has voting and investment power over the securities held by Whitebox L/S Equity Partners, L.P. Whitebox Advisors, LLC is the managing member of Whitebox L/S Equity Advisors, LLC, which is the general partner of Whitebox L/S Equity Partners, L.P. Andrew J. Redleaf and Whitebox Advisors, LLC expressly disclaim their beneficial ownership of securities held by Whitebox L/S Equity Partners, L.P., except to the extent of their pecuniary interest therein. Whitebox L/S Equity Partners, LP is affiliated with Whitebox Multi-Strategy Partners, LP, which holds 3,250,000 shares.
|
|
(26)
|
Includes 20,408 shares issuable on exercise of warrants.
|
|
(27)
|
Walter Schenker has voting and investment power over the securities held by MAZ Partners LP. Mr. Schenker is principal of MAZ Capital Advisor, the general partner of MAZ Partners LP.
|
|
(28)
|
Alfred G. Allen, as president, and has voting and investment power over the securities held by AGA III Investments, Inc.
|
|
(29)
|
ThinkEquity LLC is a registered broker-dealer and served as one of the placement agents for the July 2011 private placement. Covers shares issuable on exercise of warrants issued to ThinkEquity LLC as partial compensation for services as placement agent.
|
|
(30)
|
Includes 68,671 shares issuable on exercise of warrants.
|
|
(31)
|
Mr. Hartfiel is director of investment banking at Craig-Hallum Capital Group LLC, a registered broker-dealer that served as one of the placement agents for the July 2011 private placement.
|
|
(32)
|
Mr. Swift is the chief executive officer of Security Research Associates, a registered broker-dealer.
|
|
(33)
|
John J. Connors is manager of Crusader Investments LLC and has voting and investment power over the securities held by Crusader Investments LLC.
|
|
(34)
|
Mr. Zavoral is an equity salesperson at Craig-Hallum Capital Group LLC, a registered broker-dealer that served as one of the placement agents for the July 2011 private placement.
|
|
(35)
|
Joel Altman, as managing member, has voting and investment power over the securities held by Poseidon Capital, LLC.
|
|
(36)
|
Jonathan Levy is a managing director of ThinkEquity LLC, a registered broker-dealer that served as one of the placement agents for the July 2011 private placement. Covers shares issuable on exercise of warrants issued to Jonathan Levy as partial compensation for services as placement agent
|
|
(37)
|
Mr. Klein is a managing director of Craig-Hallum Capital Group LLC, a registered broker-dealer that served as one of the placement agents for the July 2011 private placement.
|
|
(38)
|
Eugene L. Berger, as president, has voting and investment power over the securities held by EB Resources Limited.
|
|
(39)
|
Covers shares issuable on exercise of warrants. In the past, Mr. Kasody provided legal services to the Company.
|
|
(40)
|
Warberg Asset Management LLC (“WAM”) is the general partner of Warberg Opportunistic Trading Fund, LP. The managers of WAM are Daniel Warsh and Jonathan Blumberg, who share voting and investment power over the securities held by Warberg Opportunistic Trading Fund, LP. Each of WAM, Daniel Warsh and Jonathan Blumberg disclaims beneficial ownership of the securities held by Warberg Opportunistic Trading Fund, LP, other than to the extent, if any, of its or his pecuniary interest therein.
|
|
(41)
|
Includes 10,000 shares issuable on exercise of warrants.
|
|
(42)
|
Covers shares issuable on exercise of warrants.
|
|
(43)
|
Represents shares held by 91 selling stockholders not listed above who, as a group, own less than 1% of the outstanding shares of our common stock prior to this offering, including 58 selling stockholders who hold their shares in accounts managed by Alamo Investment Advisors, LLC d/b/a Alamo Asset Advisors.
|
·
|
all of a portion of the shares of common stock beneficially owned by the selling stockholders or their perspective pledgees, donees, transferees or successors in interest, may be sold on the OTC Bulletin Board market, any national securities exchange or quotation service on which the shares of our common stock may be listed or quoted at the time of sale, in the over-the counter market, in privately negotiated transactions, through the writing of options, whether such options are listed on an options exchange or otherwise, short sales or in a combination of such transactions;
|
·
|
each sale may be made at market prices prevailing at the time of such sale, at negotiated prices, at fixed prices or at varying prices determined at the time of sale;
|
·
|
some or all of the shares of common stock may be sold through one or more broker-dealers or agents and may involve crosses, block transactions or hedging transactions. The selling stockholders may enter into hedging transactions with broker-dealers or agents, which may in turn engage in short sales of the common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock to close out short positions or loan or pledge shares of common stock to broker-dealers or agents that in turn may sell such shares; and
|
·
|
in connection with such sales through one or more broker-dealers or agents, such broker-dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and may receive commissions from the purchasers of the shares of common stock for whom they act as broker-dealer or agent or to whom they sell as principal (which discounts, concessions or commissions as to particular broker-dealers or agents may be in excess of those customary in the types of transaction involved). Any broker-dealer or agent participating in any such sale may be deemed to be an “underwriter” within the meaning of the Securities Act and will be required to deliver a copy of this prospectus to any person who purchases any shares of common stock from or through such broker-dealer or agent. We have been advised that, as of the date hereof, none of the selling stockholders have made any arrangements
with any broker-dealer or agent for the sale of their shares of common stock.
|
Audited Financial Statements:
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Consolidated Balance Sheets as of August 31, 2011 and 2010
|
F-3
|
|
Consolidated Statements of Operations for the Years Ended August 31, 2011 and 2010
|
F-4
|
|
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended August 31, 2011 and 2110
|
F-5
|
|
Consolidated Statements of Cash Flows for the Years Ended August 31, 2011 and 2010
|
F-8
|
|
Notes to Consolidated Financial Statements
|
F-9
|
|
Unaudited Financial Statements:
|
||
Consolidated Balance Sheets as of November 30, 2011 (Unaudited) and August 31, 2011 (Audited)
|
F-37
|
|
Consolidated Statements of Operations for the Three Months Ended November 30, 2011 and 2010
|
F-38
|
|
Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2011 and 2010
|
F-39
|
|
Notes to Consolidated Financial Statements
|
F-40
|
|
August 31,
|
||||||||
2010
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 3,619,576 | $ | 267 | ||||
Inventory
|
24,809 | - | ||||||
Prepaid expenses and other assets
|
1,499,504 | - | ||||||
Manufacturing deposits
|
2,800,000 | |||||||
Deferred financing costs
|
3,334 | 10,002 | ||||||
Total current assets
|
7,947,223 | 10,269 | ||||||
Property and equipment, net of accumulated depreciation
|
191,855 | 33,413 | ||||||
OTHER ASSETS
|
||||||||
Patents and trademarks, net of accumulated amortization
|
1,231,084 | 1,303,675 | ||||||
Deposits and other assets
|
30,000 | 16,159 | ||||||
Total other assets
|
1,261,084 | 1,319,834 | ||||||
TOTAL ASSETS
|
$ | 9,400,162 | $ | 1,363,516 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 1,329,689 | $ | 2,305,492 | ||||
Accrued officer compensation
|
914,765 | 1,013,403 | ||||||
Advances from officers
|
9,423 | 947,297 | ||||||
Accrued interest, advances from officers
|
39 | 46,535 | ||||||
Line of credit
|
1,000,000 | - | ||||||
Accrued interest, line of credit
|
5,597 | - | ||||||
Notes payable
|
- | 225,000 | ||||||
Accrued interest, notes payable
|
- | 40,487 | ||||||
Convertible notes payable, net of unamortized discount | 750,000 | 1,265,833 | ||||||
Accrued interest, convertible notes payable
|
168,534 | 130,706 | ||||||
Total current liabilities
|
4,178,047 | 5,974,753 | ||||||
TOTAL LIABILITIES
|
4,178,047 | 5,974,753 | ||||||
Commitments and contingencies
|
685,500 | - | ||||||
Stockholders' Equity (Deficit)
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued or outstanding
|
- | - | ||||||
Common stock, $0.001 par value; 300,000,000 shares authorized;
191,570,055 and 120,738,690 shares issued and outstanding at August 31, 2011 and 2010, respectively
|
129,170 | 44,923 | ||||||
Common stock to be issued
|
- | 100 | ||||||
Additional paid-in capital
|
41,752,408 | 24,382,165 | ||||||
Prepaid services paid in common stock
|
(293,333 | ) | (209,500 | ) | ||||
Accumulated deficit
|
(37,051,630 | ) | (28,828,925 | ) | ||||
Total Stockholders' Equity (Deficit)
|
4,536,615 | (4,611,237 | ) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 9,400,162 | $ | 1,363,516 |
For the years ended August 31,
|
||||||||
2010
|
||||||||
Net revenue
|
||||||||
Devices
|
$ | 10,288 | $ | 10,090 | ||||
Services
|
6,681 | 10,126 | ||||||
Consulting
|
- | 46,874 | ||||||
Total net revenue
|
16,969 | 67,090 | ||||||
Cost of revenue
|
||||||||
Devices
|
6,671 | 5,924 | ||||||
Services
|
10,314 | 32,792 | ||||||
Consulting
|
7,376 | 118,994 | ||||||
Other
|
825 | - | ||||||
Total cost of revenue
|
25,186 | 157,710 | ||||||
Gross loss
|
(8,217 | ) | (90,620 | ) | ||||
Operating expenses
|
||||||||
General and administrative
|
780,166 | 907,185 | ||||||
Officer compensation
|
540,000 | 540,000 | ||||||
Professional fees
|
1,569,677 | 909,756 | ||||||
Rent
|
154,314 | 174,970 | ||||||
Research and development
|
514,147 | 1,647,797 | ||||||
Total operating expenses
|
3,558,304 | 4,179,708 | ||||||
Net operating loss
|
(3,566,521 | ) | (4,270,328 | ) | ||||
Other income (expense)
|
||||||||
Financing costs
|
(2,937,771 | ) | (1,892,852 | ) | ||||
Amortization of beneficial conversion feature
|
(321,167 | ) | (370,444 | ) | ||||
Amortization of deferred financing costs
|
(120,168 | ) | (950,000 | ) | ||||
Interest income (expense), net
|
(592,011 | ) | (323,662 | ) | ||||
Foreign currency gain (loss), net
|
1,233 | 59 | ||||||
Gain on asset disposal
|
- | 107,047 | ||||||
Loss on asset impairment
|
- | (1,361,959 | ) | |||||
Loss on inventory purchase commitments
|
(685,500 | ) | - | |||||
Total other income (expense)
|
(4,655,384 | ) | (4,791,811 | ) | ||||
Net loss before income taxes
|
(8,221,905 | ) | (9,062,139 | ) | ||||
Provision for income taxes
|
800 | 800 | ||||||
Net Loss
|
$ | (8,222,705 | ) | $ | (9,062,939 | ) |
Accumulated Deficit:
|
||||||||
Balance, beginning of period
|
$ | (28,828,925 | ) | $ | (19,765,986 | ) | ||
Net Loss
|
$ | (8,222,705 | ) | $ | (9,062,939 | ) | ||
Balance, end of period
|
$ | (37,051,630 | ) | $ | (28,828,925 | ) | ||
Basic - Earnings (loss) per share
|
$ | (0.07 | ) | $ | (0.09 | ) | ||
Basic - Weighted Average Number of Shares Outstanding
|
121,702,626 | 99,712,365 |
Prepaid |
Deficit
|
|||||||||||||||||||||||||||||||||||
Services
|
Accumulated
|
Total | ||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Additional
|
Paid-In
|
During the
|
Stockholders'
|
|||||||||||||||||||||||||||||||
Number
|
Number
|
To be
|
Paid-In
|
Common |
Development
|
Equity | ||||||||||||||||||||||||||||||
of Shares
|
Amount
|
of Shares
|
Amount
|
issued
|
Capital
|
Stock
|
Stage
|
(Deficit)
|
||||||||||||||||||||||||||||
Balance, August 31, 2009
|
- | - | 96,823,547 | 34,424 | - | 21,224,422 | (1,028,560 | ) | (19,765,986 | ) | 464,300 | |||||||||||||||||||||||||
Issuance of common stock in connection with note payable extensions, September 2009
|
- | - | 50,000 | 50 | - | 40,950 | - | - | 41,000 | |||||||||||||||||||||||||||
Issuance of common stock and Series N warrants for cash proceeds, September 2009
|
- | - | 129,870 | 130 | - | 99,870 | - | - | 100,000 | |||||||||||||||||||||||||||
Issuance of common stock for services, September 2009
|
- | - | 64,485 | 64 | - | 52,186 | - | - | 52,250 | |||||||||||||||||||||||||||
Issuance of common stock and Series O warrants for cash proceeds, net of offering costs, November 2009
|
- | - | 110,685 | 111 | - | 67,389 | - | - | 67,500 | |||||||||||||||||||||||||||
Cash received for 90,909 shares and warrants to be issued, net of offering costs, November 2009
|
- | - | - | - | 91 | 53,909 | - | - | 54,000 | |||||||||||||||||||||||||||
Common stock to be issued in connection with a note payable extension, November 2009
|
- | - | - | - | 25 | 16,975 | - | - | 17,000 | |||||||||||||||||||||||||||
Issuance of P warrants for services, December 2009
|
- | - | - | - | - | 233,109 | - | - | 233,109 | |||||||||||||||||||||||||||
Issuance of 90,909 shares of common stock and Series Q warrants, December 2009
|
- | - | 90,909 | 91 | (91 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable extension, February 2010
|
- | - | 25,000 | 25 | (25 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of common stock for services, February 2010
|
- | - | 605,000 | 605 | - | 205,995 | (182,133 | ) | - | 24,467 | ||||||||||||||||||||||||||
Issuance of R warrants for services, February 2010
|
- | - | - | - | - | 152,801 | - | - | 152,801 | |||||||||||||||||||||||||||
Issuance of common stock in connection with note payable defaults, February 2010
|
- | - | 418,000 | 418 | - | 161,522 | - | - | 161,940 | |||||||||||||||||||||||||||
Common stock to be issued in connection with a note payable extension, March 2010
|
- | - | - | - | 100 | 31,900 | - | - | 32,000 | |||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable default, April 2010
|
- | - | 100,000 | 100 | - | 32,900 | - | - | 33,000 | |||||||||||||||||||||||||||
Issuance of common stock for note payable conversion, April 2010
|
- | - | 500,000 | 500 | - | 99,500 | - | - | 100,000 | |||||||||||||||||||||||||||
Issuance of common stock for services, April 2010
|
- | - | 422,156 | 422 | - | 117,782 | - | - | 118,204 | |||||||||||||||||||||||||||
Issuance of O warrants for services, April 2010
|
- | - | - | - | - | 8,414 | - | - | 8,414 | |||||||||||||||||||||||||||
Issuance of common stock for note payable and accrued interest conversion, May 2010
|
- | - | 682,620 | 683 | - | 135,841 | - | - | 136,524 | |||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable extension, June 2010
|
- | - | 100,000 | 100 | (100 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of common stock for services, June 2010
|
- | - | 1,500,000 | 1,500 | - | 283,500 | (144,167 | ) | - | 140,833 | ||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable default, June 2010
|
- | - | 5,600,000 | 5,600 | - | 1,114,400 | - | - | 1,120,000 |
Prepaid |
Deficit
|
|||||||||||||||||||||||||||||||||||
Services
|
Accumulated
|
Total | ||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Additional
|
Paid-In
|
During the
|
Stockholders'
|
|||||||||||||||||||||||||||||||
Number
|
Number
|
To be
|
Paid-In
|
Common |
Development
|
Equity | ||||||||||||||||||||||||||||||
of Shares
|
Amount
|
of Shares
|
Amount
|
issued
|
Capital
|
Stock
|
Stage
|
(Deficit)
|
||||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable issuance, July 2010
|
- | - | 100,000 | 100 | - | 19,900 | - | - | 20,000 | |||||||||||||||||||||||||||
Common stock to be issued in connection with a note payable issuance, July 2010
|
- | - | - | - | 100 | 13,900 | - | - | 14,000 | |||||||||||||||||||||||||||
Amortization of prepaid services paid-in common stock
|
- | - | - | - | - | - | 1,145,360 | - | 1,145,360 | |||||||||||||||||||||||||||
Beneficial conversion discount of convertible notes payable
|
- | - | - | - | - | 215,000 | - | - | 215,000 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (9,062,939 | ) | (9,062,939 | ) | |||||||||||||||||||||||||
Balance, August 31, 2010
|
- | - | 107,322,272 | 44,923 | 100 | 24,382,165 | (209,500 | ) | (28,828,925 | ) | (4,611,237 | ) | ||||||||||||||||||||||||
Common stock to be issued in connection with note payable extensions, September 2010
|
- | - | - | - | 125 | 11,375 | - | - | 11,500 | |||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable issuance, September 2010
|
- | - | 250,000 | 250 | - | 24,750 | - | - | 25,000 | |||||||||||||||||||||||||||
Issuance of common stock for services, September 2010
|
- | - | 500,000 | 500 | - | 129,500 | (20,000 | ) | - | 110,000 | ||||||||||||||||||||||||||
Issuance of common stock in connection with note payable issuances, October 2010
|
- | - | 800,000 | 800 | (200 | ) | 69,400 | - | - | 70,000 | ||||||||||||||||||||||||||
Common stock to be issued in connection with a note payable issuance, October 2010
|
- | - | - | - | 150 | 38,850 | - | - | 39,000 | |||||||||||||||||||||||||||
Issuance of S warrants for services, December 2010
|
- | - | - | - | - | 1,055,636 | - | - | 1,055,636 | |||||||||||||||||||||||||||
Issuance of common stock for conversion of notes payable and accrued interest, December 2010
|
- | - | 4,000,000 | 4,000 | - | 796,000 | - | - | 800,000 | |||||||||||||||||||||||||||
Issuance of common stock for services, December 2010
|
- | - | 945,714 | 946 | - | 196,254 | - | - | 197,200 | |||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable issuance, December 2010
|
- | - | 150,000 | 150 | (150 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable extension, December 2010
|
- | - | 25,000 | 25 | (25 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of common stock in connection with cancellation of warrants, December 2010
|
- | - | 54,480 | 54 | - | (54 | ) | - | - | - | ||||||||||||||||||||||||||
Common stock to be issued in connection with a note payable extension, February 2011
|
- | - | - | - | 100 | 18,900 | - | - | 19,000 | |||||||||||||||||||||||||||
Issuance of common stock for services, February 2011
|
- | - | 3,000,000 | 3,000 | - | 597,000 | - | - | 600,000 | |||||||||||||||||||||||||||
Issuance of common stock for conversion of a note payable and accrued interest, February 2011
|
- | - | 669,932 | 670 | - | 133,316 | - | - | 133,986 | |||||||||||||||||||||||||||
Common stock to be issued in connection with note payable extensions, March 2011
|
- | - | - | - | 200 | 33,800 | - | - | 34,000 | |||||||||||||||||||||||||||
Issuance of common stock in connection with note payable extensions and conversions of note payables and accrued interest, March 2011
|
- | - | 1,279,863 | 1,280 | (200 | ) | 214,893 | - | - | 215,973 | ||||||||||||||||||||||||||
Issuance of common stock for services, April 2011
|
- | - | 1,371,429 | 1,371 | - | 216,129 | (56,923 | ) | - | 160,577 |
Prepaid |
Deficit
|
|||||||||||||||||||||||||||||||||||
Services
|
Accumulated
|
Total | ||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Additional
|
Paid-In
|
During the
|
Stockholders'
|
|||||||||||||||||||||||||||||||
Number
|
Number
|
To be
|
Paid-In
|
Common |
Development
|
Equity | ||||||||||||||||||||||||||||||
of Shares
|
Amount
|
of Shares
|
Amount
|
issued
|
Capital
|
Stock
|
Stage
|
(Deficit)
|
||||||||||||||||||||||||||||
Issuance of common stock for services, May 2011
|
- | - | 270,000 | 270 | - | 42,930 | (40,000 | ) | - | 3,200 | ||||||||||||||||||||||||||
Issuance of common stock in connection with a note payable extension, May 2011
|
- | - | 100,000 | 100 | (100 | ) | - | - | - | - | ||||||||||||||||||||||||||
Issuance of common stock for conversion of related party advances from officer and deferred compensation, July 2011
|
- | - | 4,318,750 | 4,319 | - | 859,431 | - | - | 863,750 | |||||||||||||||||||||||||||
Issuance of common stock for services, July 2011
|
- | - | 2,065,000 | 2,065 | - | 450,285 | (440,000 | ) | - | 12,350 | ||||||||||||||||||||||||||
Issuance of common stock in connection with conversion of notes payable and accrued interest, July 2011
|
- | - | 1,229,559 | 1,229 | - | 244,683 | - | - | 245,912 | |||||||||||||||||||||||||||
Issuance of common stock for conversion of debt, July 2011
|
- | - | 150,000 | 150 | - | 29,850 | - | - | 30,000 | |||||||||||||||||||||||||||
Issuance of common stock in connection with cancellation of warrants, July 2011
|
- | - | 35,000 | 35 | - | (35 | ) | - | - | - | ||||||||||||||||||||||||||
Common stock to be issued in connection with conversion of note payable and accrued interest, July 2011
|
- | - | - | - | 536 | 106,642 | - | - | 107,178 | |||||||||||||||||||||||||||
Issuance of common stock for services and cancellation of warrants, July 2011
|
- | - | 400,000 | 400 | - | 99,600 | - | - | 100,000 | |||||||||||||||||||||||||||
Issuance of common stock in connection with private placement, net of offering costs, July 2011
|
- | - | 50,000,000 | 50,000 | - | 8,272,412 | - | - | 8,322,412 | |||||||||||||||||||||||||||
Issuance of common stock in connection with conversion of notes payable and accrued interest, August 2011
|
- | - | 10,785,891 | 10,786 | (536 | ) | 2,039,750 | - | - | 2,050,000 | ||||||||||||||||||||||||||
Issuance of common stock in connection with cancellation of warrants, August 2011
|
- | - | 50,000 | 50 | - | (50 | ) | - | - | - | ||||||||||||||||||||||||||
Issuance of common stock for conversion of interest on related party advances from officer and deferred compensation, August 2011
|
- | - | 597,165 | 597 | - | 118,836 | - | - | 119,433 | |||||||||||||||||||||||||||
Issuance of common stock for conversion of debt, August 2011
|
- | - | 1,200,000 | 1,200 | - | 279,909 | - | - | 281,109 | |||||||||||||||||||||||||||
Issuance of T warrants for services, August 2011
|
- | - | - | - | - | 837,664 | - | - | 837,664 | |||||||||||||||||||||||||||
Issuance of U warrants for services, August 2011
|
- | - | - | - | - | 140,587 | - | - | 140,587 | |||||||||||||||||||||||||||
Amortization of prepaid services paid-in common stock
|
- | - | - | - | - | - | 473,090 | - | 473,090 | |||||||||||||||||||||||||||
Beneficial conversion discount of convertible notes payable
|
- | - | - | - | - | 312,000 | - | - | 312,000 | |||||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (8,222,705 | ) | (8,222,705 | ) | |||||||||||||||||||||||||
Balance, August 31, 2011
|
- | - | 191,570,055 | 129,170 | - | $ | 41,752,408 | $ | (293,333 | ) | $ | (37,051,630 | ) | $ | 4,536,615 |
For the years ended August 31,
|
||||||||
2010
|
||||||||
Cash Flows from Operating Activities
|
||||||||
Net loss
|
$ | (8,222,705 | ) | $ | (9,062,939 | ) | ||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
Gain on asset disposal
|
- | (107,047 | ) | |||||
Loss as asset impairment
|
- | 1,361,959 | ||||||
Recognition of loss on inventory purchase commitment
|
685,500 | |||||||
Depreciation and amortization
|
29,397 | 70,621 | ||||||
Amortization of beneficial conversion feature
|
321,167 | 370,444 | ||||||
Amortization of prepaid services paid-in common stock
|
473,090 | 1,188,931 | ||||||
Common stock issued for services
|
1,183,327 | 335,754 | ||||||
Common stock issued for financing costs
|
560,346 | 1,438,940 | ||||||
Warrants issued for services
|
2,033,887 | 394,324 | ||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease in accounts receivable
|
- | 75,203 | ||||||
(Increase) decrease in costs and estimated earnings in excess of billings on uncompleted contracts | - | 292,723 | ||||||
(Increase) decrease in inventory
|
(24,809 | ) | - | |||||
(Increase) decrease in prepaid expenses and other assets
|
(4,299,504 | ) | 122,078 | |||||
(Increase) decrease in debt issuance/financing costs
|
6,668 | 60,255 | ||||||
(Increase) decrease in deposits
|
(13,841 | ) | (16,159 | ) | ||||
Increase (decrease) in accounts payable and accrued expenses
|
(975,803 | ) | 1,372,876 | |||||
Increase (decrease) in accrued officer compensation
|
(98,638 | ) | 502,500 | |||||
Increase (decrease) in accrued interest
|
(43,558 | ) | 176,282 | |||||
Net cash used in operating activities
|
(8,385,476 | ) | (1,423,255 | ) | ||||
Cash Flows from Investing Activities
|
||||||||
Purchase of property and equipment
|
(181,539 | ) | (160,355 | ) | ||||
Additions to patents and trademarks
|
66,291 | (70,019 | ) | |||||
Net cash used in investing activities
|
(115,248 | ) | (230,374 | ) | ||||
Cash Flows from Financing Activities
|
||||||||
Proceeds from issuance of common stock and warrants, net of offering costs
|
9,085,409 | 221,500 | ||||||
Advances from / (repayments to) officers, net
|
(437,874 | ) | 947,297 | |||||
Proceeds from convertible notes payable
|
2,830,000 | 300,000 | ||||||
Repayment on convertible notes payable
|
(350,000 | ) | (100,000 | ) | ||||
Proceeds from notes payable
|
58,298 | 85,000 | ||||||
Repayment on notes payable
|
(65,800 | ) | - | |||||
Proceeds from line of credit
|
1,000,000 | - | ||||||
Net cash (used in) provided by financing activities
|
12,120,033 | 1,453,797 | ||||||
Net (decrease) increase in cash and cash equivalents
|
3,619,309 | (199,832 | ) | |||||
Cash and cash equivalents, beginning of period
|
267 | 200,099 | ||||||
Cash and cash equivalents, end of period
|
$ | 3,619,576 | $ | 267 |
Supplemental disclosure of cash flow information:
|
||||||||
Income taxes paid
|
$ | 2,400 | $ | - | ||||
Interest paid
|
$ | 252,305 | $ | 103,793 | ||||
Supplemental disclosure of noncash financing and investing activities:
|
||||||||
Issuance of common stock for financing costs
|
$ | 560,346 | $ | 1,438,940 | ||||
Issuance of common stock for services
|
$ | 1,183,327 | $ | 335,754 | ||||
Issuance of warrants for services
|
$ | 2,033,887 | $ | 394,324 | ||||
Issuance of common stock for conversion of notes payable and accrued interest
|
$ | 3,864,158 | $ | 232,000 | ||||
Issuance of common stock for conversion of related party advances from officers, accrued interest and deferred officer compensation
|
$ | 983,183 | $ | - | ||||
Disposal of patent for note payable and accrued interest
|
$ | - | $ | 113,085 |
|
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates.
|
August 31,
|
||||||||
2010
|
||||||||
Website development costs
|
$ | 1,361,959 | $ | 1,361,959 | ||||
Machinery and equipment
|
168,024 | 71,934 | ||||||
Computer software
|
101,626 | 41,626 | ||||||
Computer and video equipment
|
40,777 | 36,962 | ||||||
Office furniture
|
34,800 | 13,166 | ||||||
1,707,186 | 1,525,647 | |||||||
Less: accumulated depreciation and impairment adjustment
|
(1,515,331 | ) | (1,492,234 | ) | ||||
Total property and equipment
|
$ | 191,855 | $ | 33,413 |
For the Years Ending August 31,
|
|||||
$ | 75,050 | ||||
2013
|
78,928 | ||||
2014
|
82,526 | ||||
2015
|
71,930 | ||||
Total
|
$ | 308,434 |
Series
|
Expiration
|
||
A
|
1,500,000
|
$1.00
|
8/14/2012
|
B
|
750,000
|
$2.00
|
8/14/2012
|
C
|
120,000
|
$2.00
|
6/2/2013
|
G
|
61,224
|
$2.45
|
11/3/2011
|
H
|
1,528,410
|
$0.88
|
11/24/2011 |
I
|
20,161
|
$1.76
|
5/15/2012
|
J
|
22,936
|
$1.24
|
5/27/2012
|
K
|
15,901
|
$1.34
|
6/5/2012
|
L
|
115,385
|
$0.65
|
5/1/2012
|
M
|
96,849
|
$1.04
|
8/7/2012
|
Net operating loss carry forward and deductible temporary differences
|
$ | 11,152,000 | ||
Valuation allowance
|
(11,152,000 | ) | ||
Net deferred tax asset
|
$ | - |
Federal tax at statutory rate
|
$ | 34.00 | % | |
State income tax net of federal benefit
|
5.83 | % | ||
Valuation allowance
|
(39.83 | %) | ||
$ | - |
November 30,
|
||||||||
2011
|
||||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 920,168 | $ | 3,619,576 | ||||
Accounts receivable, net of allowance
|
431,165 | - | ||||||
Inventory
|
5,007,508 | 24,809 | ||||||
Prepaid expenses and other assets
|
85,486 | 1,502,838 | ||||||
Manufacturing deposits
|
51,570 | 2,800,000 | ||||||
Total current assets
|
6,495,897 | 7,947,223 | ||||||
Property and equipment, net of accumulated depreciation
|
368,369 | 191,855 | ||||||
OTHER ASSETS
|
||||||||
Patents and trademarks, net of accumulated amortization
|
1,228,846 | 1,231,084 | ||||||
Deposits
|
30,000 | 30,000 | ||||||
Total other assets
|
1,258,846 | 1,261,084 | ||||||
TOTAL ASSETS
|
$ | 8,123,112 | $ | 9,400,162 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$ | 1,458,796 | $ | 1,329,689 | ||||
Accrued officer compensation
|
911,082 | 914,765 | ||||||
Deferred revenue
|
390,180 | - | ||||||
Advances from officers
|
- | 9,423 | ||||||
Accrued interest, advances from officers
|
- | 39 | ||||||
Line of credit
|
1,000,000 | 1,000,000 | ||||||
Accrued interest, line of credit
|
5,417 | 5,597 | ||||||
Convertible notes payable
|
750,000 | 750,000 | ||||||
Accrued interest, convertible notes payable
|
169,158 | 168,534 | ||||||
Total current liabilities
|
4,684,633 | 4,178,047 | ||||||
TOTAL LIABILITIES
|
4,684,633 | 4,178,047 | ||||||
Commitments and contingencies
|
652,596 | 685,500 | ||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued or outstanding
|
- | - | ||||||
Common stock, $0.001 par value; 300,000,000 shares authorized; 191,570,055 shares issued and outstanding at November 30, 2011 and August 31, 2011
|
129,170 | 129,170 | ||||||
Additional paid-in capital
|
41,752,408 | 41,752,408 | ||||||
Prepaid services paid in common stock
|
(73,332 | ) | (293,333 | ) | ||||
Accumulated deficit
|
(39,022,363 | ) | (37,051,630 | ) | ||||
Total Stockholders' Equity (Deficit)
|
2,785,883 | 4,536,615 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 8,123,112 | $ | 9,400,162 |
For the three months ended November 30,
|
||||||||
2010
|
||||||||
Net revenue
|
||||||||
Devices
|
$ | 41,891 | $ | 1,020 | ||||
Services
|
2,225 | 952 | ||||||
Consulting
|
- | - | ||||||
Total net revenue
|
44,116 | 1,972 | ||||||
Cost of revenue
|
||||||||
Devices
|
37,454 | 364 | ||||||
Services
|
42,261 | 4,426 | ||||||
Consulting
|
5,265 | 16 | ||||||
Other
|
169,747 | - | ||||||
Total cost of revenue
|
254,727 | 4,806 | ||||||
Gross loss
|
(210,611 | ) | (2,834 | ) | ||||
Operating expenses
|
||||||||
General and administrative
|
448,514 | 103,300 | ||||||
Officer compensation
|
135,000 | 135,000 | ||||||
Professional fees
|
764,747 | 124,061 | ||||||
Rent
|
19,203 | 42,804 | ||||||
Research and development
|
356,299 | 46,326 | ||||||
Total operating expenses
|
1,723,763 | 451,491 | ||||||
Net operating loss
|
(1,934,374 | ) | (454,325 | ) | ||||
Other income (expense)
|
||||||||
Financing costs
|
(15,970 | ) | (244,754 | ) | ||||
Amortization of beneficial conversion feature
|
- | (28,085 | ) | |||||
Amortization of deferred financing costs
|
(2,501 | ) | (27,769 | ) | ||||
Interest income (expense), net
|
(17,109 | ) | (120,500 | ) | ||||
Foreign currency gain (loss), net
|
21 | (4 | ) | |||||
Total other income (expense)
|
(35,559 | ) | (421,112 | ) | ||||
Net loss before income taxes
|
(1,969,933 | ) | (875,437 | ) | ||||
Provision for income taxes
|
800 | 800 | ||||||
Net Loss
|
$ | (1,970,733 | ) | $ | (876,237 | ) | ||
Accumulated Deficit:
|
||||||||
Balance, beginning of period
|
$ | (37,051,630 | ) | $ | (28,828,925 | ) | ||
Net Loss
|
$ | (1,970,733 | ) | $ | (876,237 | ) | ||
Balance, end of period
|
$ | (39,022,363 | ) | $ | (29,705,162 | ) | ||
Basic - Earnings (loss) per share
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Basic - Weighted Average Number of Shares Outstanding
|
191,570,055 | 108,187,657 |
For the three months ended November 30,
|
||||||||
2010
|
||||||||
Cash Flows from Operating Activities
|
||||||||
Net loss
|
$ | (1,970,733 | ) | $ | (876,237 | ) | ||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
Recognition of loss on inventory purchase commitment
|
(32,904 | ) | - | |||||
Depreciation and amortization
|
47,610 | 12,306 | ||||||
Amortization of beneficial conversion feature
|
- | 28,085 | ||||||
Amortization of prepaid services paid-in common stock
|
220,001 | 39,924 | ||||||
Common stock issued for services
|
- | 110,000 | ||||||
Common stock issued for financing costs
|
- | 145,500 | ||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease in accounts receivable
|
(431,165 | ) | - | |||||
(Increase) decrease in inventory
|
(4,982,699 | ) | - | |||||
(Increase) decrease in prepaid expenses and other assets
|
1,417,352 | (2,232 | ) | |||||
(Increase) decrease in debt issuance/financing costs
|
- | (22,731 | ) | |||||
(Increase) decrease in deposits
|
2,748,430 | (17,841 | ) | |||||
Increase (decrease) in accounts payable and accrued expenses
|
129,107 | (187,447 | ) | |||||
Increase (decrease) in deferred revenue
|
390,180 | - | ||||||
Increase (decrease) in accrued officer compensation
|
(3,683 | ) | 135,000 | |||||
Increase (decrease) in accrued interest
|
405 | 19,462 | ||||||
Net cash used in operating activities
|
(2,468,099 | ) | (616,211 | ) | ||||
Cash Flows from Investing Activities
|
||||||||
Purchase of property and equipment
|
(216,511 | ) | - | |||||
Additions to patents and trademarks
|
(5,375 | ) | - | |||||
Net cash used in investing activities
|
(221,886 | ) | - | |||||
Cash Flows from Financing Activities
|
||||||||
Advances / (repayments) from officers, net
|
(9,423 | ) | (26,175 | ) | ||||
Proceeds from convertible notes payable
|
- | 930,000 | ||||||
Repayment on convertible notes payable
|
- | (250,000 | ) | |||||
Proceeds from notes payable
|
- | 58,298 | ||||||
Repayment on notes payable
|
- | (13,000 | ) | |||||
Net cash (used in) provided by financing activities
|
(9,423 | ) | 699,123 | |||||
Net (decrease) increase in cash and cash equivalents
|
(2,699,408 | ) | 82,912 | |||||
Cash and cash equivalents, beginning of period
|
3,619,576 | 267 | ||||||
Cash and cash equivalents, end of period
|
$ | 920,168 | $ | 83,179 | ||||
Supplemental disclosure of cash flow information:
|
||||||||
Income taxes paid
|
$ | 1,600 | $ | - | ||||
Interest paid
|
$ | 16,611 | $ | 100,514 | ||||
Supplemental disclosure of noncash financing and investing activities:
|
||||||||
Issuance of common stock for financing costs
|
$ | - | $ | 145,500 | ||||
Issuance of common stock for services
|
$ | - | $ | 110,000 |
|
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates.
|
November 30,
|
||||||||
2011
|
||||||||
Packaging supplies
|
$ | 81,894 | $ | 13,129 | ||||
Device components | 2,308,786 | 11,680 | ||||||
Finished goods | 2,616,828 | - | ||||||
Total inventory
|
$ | 5,007,508 | $ | 24,809 |
November 30,
|
||||||||
2011
|
||||||||
Website development costs
|
$ | 1,361,959 | $ | 1,361,959 | ||||
Machinery and equipment | 374,642 | 168,024 | ||||||
Computer software | 108,627 | 101,626 | ||||||
Computer and video equipment | 40,777 | 40,777 | ||||||
Office furniture | 37,692 | 34,800 | ||||||
1,923,697 | 1,707,186 | |||||||
Less: accumulated depreciation and impairment adjustment
|
(1,555,328 | ) | (1,515,331 | ) | ||||
Total property and equipment
|
$ | 368,369 | $ | 191,855 |
For the Years Ending November 30, | ||||
$ | 76,043 | |||
2013 | 79,780 | |||
2014 | 83,663 | |||
2015 | 50,351 | |||
Total
|
$ | 289,837 |
Series
|
Number of Shares
|
Exercise Price
|
Expiration
|
A
|
1,500,000
|
$1.00
|
8/14/2012
|
B
|
750,000
|
$2.00
|
8/14/2012
|
C
|
120,000
|
$2.00
|
6/2/2013
|
I
|
20,161
|
$1.76
|
5/15/2012
|
J
|
22,936
|
$1.24
|
5/27/2012
|
K
|
15,901
|
$1.34
|
6/5/2012
|
L
|
115,385
|
$0.65
|
5/1/2012
|
M
|
96,849
|
$1.04
|
8/7/2012
|
N
|
32,468
|
$0.88
|
9/14/2012
|
O
|
68,671
|
$0.77
|
9/15/2012
|
P
|
410,448
|
$0.67
|
11/24/2012
|
Q
|
20,000
|
$0.75
|
11/2/2012
|
R
|
215,000
|
$0.68
|
12/16/2014
|
Net operating loss carry forward and deductible temporary differences
|
$ | 11,416,000 | ||
Valuation allowance | (11,416,000 | ) | ||
Net deferred tax asset
|
$ | - |
Federal tax at statutory rate | $ | 34.00 | % | |
State income tax net of federal benefit | 5.83 | % | ||
Valuation allowance
|
(39.83 | %) | ||
$ | - |
SEC registration fees
|
$
|
6,172
|
||
Legal fees and expenses
|
150,000
|
|||
Accounting fees and expenses
|
20,000
|
|||
Miscellaneous
|
20,000
|
|||
Total
|
$
|
196,172
|
Date of Issue
|
Number of
Shares
|
Value of
Services/Shares
|
Price Per
Share
|
Nature of Services
|
October 2008
|
1,500
|
$4,050
|
$2.70
|
Accounting related advisory services
|
October 2008
|
50,000
|
$122,500
|
$2.45
|
Accounting related advisory services
|
October 2008
|
125,000
|
$306,250
|
$2.45
|
Capital raising advisory services
|
October 2008
|
8,356
|
$20,472
|
$2.45
|
Legal advisory services
|
November 2008
|
100,000
|
$113,000
|
$1.13
|
Consulting services related to capital raising efforts
|
December 2008
|
200,000
|
$220,000
|
$1.10
|
Consulting services related to capital raising efforts
|
December 2008
|
101,500
|
$83,230
|
$0.82
|
Consulting services related to technology development
|
December 2008
|
50,000
|
$41,000
|
$0.82
|
Sales consulting services
|
January 2009
|
36,000
|
$33,157
|
$0.92
|
Legal advisory services
|
January 2009
|
100,000
|
$107,000
|
$1.07
|
Sales and business advisory services
|
Date of Issue
|
Number of
Shares
|
Value of
Services/Shares
|
Price Per
Share
|
Nature of Services
|
February 2009
|
30,000
|
$28,200
|
$0.94
|
Legal advisory services
|
February 2009
|
150,000
|
$141,000
|
$0.94
|
Consulting services related to capital raising efforts
|
April 2009
|
75,000
|
$48,000
|
$0.64
|
Consulting services related to capital raising efforts
|
April 2009
|
160,000
|
$102,400
|
$0.64
|
Marketing related advisory services
|
May 2009
|
40,000
|
$30,000
|
$0.75
|
Sales and business advisory services
|
May 2009
|
50,305
|
$70,626
|
$1.40
|
Legal advisory services
|
May 2009
|
14,900
|
$16,837
|
$1.13
|
Legal advisory services
|
May 2009
|
80,586
|
$79,064
|
$0.98
|
Accounting related advisory services
|
May 2009
|
95,310
|
$107,700
|
$1.13
|
Consulting services related to technology development
|
150,000
|
$202,500
|
$1.35
|
Consulting services related to technology development
|
|
25,000
|
$25,000
|
$1.00
|
Legal advisory services
|
|
9,858
|
$14,625
|
$1.48
|
Finder’s fee commissions
|
|
36,585
|
$30,000
|
$0.82
|
Sales and business advisory services
|
|
August 2009
|
16,000
|
$15,040
|
$0.94
|
Legal advisory services
|
86,234
|
$79,875
|
$0.93
|
Finder’s fee commissions
|
|
50,000
|
$38,500
|
$0.77
|
Accounting related advisory services
|
|
9,615
|
$10,000
|
$1.04
|
Sales and business advisory services
|
|
4,870
|
$3,750
|
$0.77
|
Finder’s fee commission
|
|
25,000
|
$17,000
|
$0.68
|
Consulting services related to technology development
|
|
280,000
|
$89,600
|
$0.32
|
Business development consulting services
|
|
300,000
|
$100,000
|
$0.33
|
Legal advisory services
|
|
422,156
|
$118,204
|
$0.28
|
Accounting related advisory services and consulting services related to technology development
|
|
250,000
|
$65,000
|
$0.26
|
Business development and capital raising advisory services
|
|
750,000
|
$120,000
|
$0.16
|
Business development and sales representative services
|
|
500,000
|
$100,000
|
$0.20
|
Consulting services related to capital raising efforts
|
|
500,000
|
$130,000
|
$0.26
|
Business development and capital raising advisory services
|
|
60,000
|
$10,200
|
$0.17
|
Consulting services related to sales and business development
|
|
100,000
|
$17,000
|
$0.17
|
Accounting related advisory services
|
|
285,714
|
$40,000
|
$0.14
|
Business development and sales representative services
|
|
500,000
|
$130,000
|
$0.26
|
Business development and capital raising advisory services
|
|
3,000,000
|
$600,000
|
$0.20
|
Public relations advisory services
|
|
500,000
|
$80,000
|
$0.16
|
Business development and capital raising advisory services
|
|
321,429
|
$45,000
|
$0.14
|
Business development and sales representative services
|
|
500,000
|
$85,000
|
$0.17
|
Two letters of intent for employment agreements
|
|
50,000
|
$7,500
|
$0.15
|
Accounting related advisory services
|
|
20,000
|
$3,200
|
$0.16
|
Sales advisory services
|
|
250,000
|
$40,000
|
$0.16
|
Business development and capital raising advisory services
|
|
2,000,000
|
$440,000
|
$0.22
|
Business development and sales representative services
|
40,000
|
$7,600
|
$0.19
|
Accounting related advisory services
|
|
25,000
|
$4,750
|
$0.19
|
Web development services
|
|
35,000
|
$6,650
|
$0.19
|
Business development services
|
|
40,000
|
$7,600
|
$0.19
|
Accounting advisory services
|
|
400,000
|
$120,000
|
$0.30
|
Business development advisory services and warrant cancellation
|
|
50,000
|
$35,000
|
$0.70
|
Business advisory services and warrant cancellation
|
|
250,000
|
$90,000
|
$0.36
|
Business development services
|
|
150,000
|
$54,000
|
$0.36
|
Technology development services
|
|
90,278
|
$32,500
|
$0.36
|
Accounting related advisory services
|
|
50,000
|
$18,000
|
$0.36
|
Legal advisory services
|
|
50,000
|
$18,000
|
$0.36
|
Customer service related advisory services
|
|
100,000
|
$36,000
|
$0.36
|
Employment agreement
|
(a)
|
The exhibits listed below are filed as part of this registration statement.
|
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
3.1
|
Articles of Incorporation of Springbank Resources, Inc. (now known as Location Based Technologies, Inc.). (1)
|
3.1A
|
Amended Articles of Incorporation, dated October 20, 2008. (15)
|
3.2
|
Amended and Restated By-Laws of Location Based Technologies, Inc. ***
|
4.1
|
Form of Warrant issued to placement agents. (2)
|
5.1
|
Legal opinion of Locke Lord Bissell & Liddell LLP. ***
|
10.1
|
Executive Employment Agreement between the Company and David Morse, dated October 11, 2007. (3) **
|
10.2
|
Executive Employment Agreement between the Company and Joseph Scalisi, dated October 11, 2007. (3) **
|
10.3
|
Executive Employment Agreement between the Company and Desiree Mejia, dated October 11, 2007. (3) **
|
10.4
|
Stock Option Award Agreement between Location Based Technologies, Corp. and David Morse, dated August 30, 2007 (obligation assumed by the Company). (3) **
|
10.5
|
Stock Option Award Agreement between Location Based Technologies, Corp. and Joseph Scalisi, dated August 30, 2007 (obligation assumed by the Company). (3) **
|
10.6
|
Stock Option Award Agreement between Location Based Technologies, Corp. and Desiree Mejia, dated August 30, 2007 (obligation assumed by the Company). (3) **
|
10.7
|
Series A Warrant Agreement between the Company and Northstar Investments, Inc., dated August 15, 2007. (3)
|
10.8
|
Series B Warrant Agreement between the Company and Northstar Investments, Inc., dated August 15, 2007. (3)
|
10.9
|
Finder’s Fee Agreement between PocketFinder, LLC and Northstar Investments, Inc., dated March 9, 2007 (obligation assumed by the Company). (3)
|
10.10
|
Consulting Agreement between PocketFinder, LLC and Northstar Investments, Inc., dated July 16, 2007 (obligation assumed by the Company). (3)
|
10.11
|
2007 Stock Incentive Plan of Location Based Technologies, Corp., adopted September 10, 2007 (obligation assumed by the Company). (3) **
|
10.12
|
Product Design Agreement between Location Based Technologies, Corp. and Aero Technology UK, Ltd., dated May 1, 2007 (obligation assumed by the Company). (3)
|
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
10.13
|
PocketFinder Branding and Website – Control Agreement between PocketFinder, LLC and Coregenic LLC, dated September 20, 2006 (obligation assumed by the Company). (3)
|
10.14
|
Coregenic Professional Services Contract between PocketFinder, LLC and Coregenic LLC, dated September 27, 2006 (obligation assumed by the Company). (3)
|
10.15
|
Consulting Agreement between Location Based Technologies, Corp. and Michael Beydler, dated October 3, 2006 (obligation assumed by the Company). (3)
|
10.16
|
Consulting Agreement between Location Based Technologies, Corp. and Roger Anderson, dated July 10, 2006 (obligation assumed by the Company). (3)
|
10.17
|
Loan Promissory Note in the amount of $900,000 with PocketFinder, Inc. as maker and David Morse as payee, dated November 28, 2005 (obligation assumed by the Company). (3)
|
10.18
|
M2M Telecommunications Services Agreement (portions of Attachment D to this agreement have been omitted pursuant to a request for confidential treatment which has been approved by the Commission). (4)
|
10.19
|
Consulting Agreement between the Company and Brooks Secrest, dated December 10, 2007. (13)
|
10.20
|
Consulting and Sales Representative Agreement between the Company and WhizBiz, LLC, dated January 2, 2008. (13)
|
10.21
|
Reserved.
|
10.22
|
Framework Agreement between the Company and NXP Software, B.V. (“NXP”), dated February 27, 2008. (6)
|
10.23
|
Technology License and Distribution Agreement between the Company and NXP, dated February 27, 2008. (7)
|
10.24
|
Platform Development Agreement between the Company and NXP, dated February 27, 2008. (8)
|
10.25
|
Assistance Services Agreement between the Company and NXP, dated February 27, 2008. (9)
|
10.26
|
|
10.27
|
Manufacturing Services Agreement between Company and Jabil Circuit, Inc., dated May 30, 2008. (14)
|
10.28
|
Business Development Consulting Agreement between the Company and The Scigliano Group, dated March 1, 2008. (14)
|
10.29
|
Consulting Services Agreement between the Company and Richard Mejia, Jr., dated August 15, 2008. (15)
|
10.30
|
Reserved.
|
10.31
|
Consulting Services Agreement between the Company and Michael Dautermann, dated October 16, 2008. (15)
|
10.32
|
Reserved.
|
10.33
|
Loan Promissory Note Agreement for $625,000 between the Company and Gemini Master Fund, Ltd., dated November 18, 2008. (16)
|
10.34
|
Loan Promissory Note Agreement for $300,000 between the Company and Steve Finley, dated December 24, 2008. (16)
|
10.35
|
Reserved.
|
10.36
|
Professional Services Agreement between the Company and LoadRack, LLC, dated January 28, 2009. (16)
|
10.37
|
Loan Extension Agreement between the Company and Gemini Master Fund, Ltd. dated January 30, 2009. (16)
|
10.38
|
Endorsement Agreement between the Company and John Riegger, dated February 12, 2009. (16)
|
10.39
|
Senior Secured Promissory Note Agreement for $100,000 between the Company and Gemini Master Fund, Ltd., dated May 7, 2009. (17)
|
10.40
|
Loan Extension Agreement between the Company and Gemini Master Fund, Ltd., dated May 7, 2009. (17)
|
10.41
|
Stock Purchase Agreement between the Company and Aaron Taylor, dated May 15, 2009. (18)
|
10.42
|
Stock Purchase Agreement between the Company and ORI Services Corp., dated May 27, 2009. (19)
|
10.43
|
Promissory Note Agreement for $100,000 between the Company and Netgain Financial, Inc., dated May 27, 2009. (19)
|
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
10.44
|
Stock Purchase Agreement between the Company and Michael Flanagan, dated June 5, 2009. (20)
|
10.45
|
Settlement Agreement and Release between the Company and the Redwood Parties. (20)
|
10.46
|
Senior Convertible Promissory Note Agreement for $250,000 between the Company and David Nagelberg, dated July 24, 2009. (21)
|
10.47
|
Stock Purchase Agreement between the Company and Affinitas Corporation, dated July 31, 2009. (21)
|
10.48
|
Extension Agreement between the Company and Gemini Master Fund, Ltd., dated August 20, 2009. (22)
|
10.49
|
Stock Purchase Agreement between the Company and David M. Morse, Jr., dated September 14, 2009. (23)
|
10.50
|
Stock Purchase Agreement between the Company and Robin Babcock, dated September 15, 2009. (23)
|
10.51
|
Consulting Agreement between the Company and Tina Florance, CPA, dated May 1, 2009. (24)
|
10.52
|
Promissory Note Agreement for $300,000 between the Company and Alder Capital Partners I, L.P., dated July 6, 2009. (25)
|
10.53
|
Executive Employment Agreement between the Company and Rod Egdorf, dated July 3, 2009. (26) **
|
10.54
|
Assistance Services Agreement between the Company and u-blox America, Inc., dated July 7, 2009. (26)
|
10.55
|
Reserved.
|
10.56
|
Stock Purchase Agreement between the Company and Allen Simon, dated November 2, 2009. (26)
|
10.57
|
Master Services Agreement between the Company and Affinitas Corporation, dated November 30, 2009. (29)
|
10.58
|
Support Services Agreement between the Company and Spectrum Design Solutions, Inc., dated December 15, 2009. (29)
|
10.59
|
Statement of Work and Terms and Conditions for Time and Materials Project between the Company and Spectrum Design Solutions, Inc., dated January 15, 2010. (29)
|
10.60
|
Consulting Agreement between the Company and Vistal Capital Corp., dated February 1, 2010. (29)
|
10.61
|
Amended and Restated Convertible Promissory Note Agreement between the Company and Alder Capital Partners I, L.P., dated March 19, 2010. (27)
|
10.62
|
Extension Agreement between the Company and Steve Finley, dated March 24, 2010. (30)
|
10.63
|
Consulting Services Agreement between the Company and Netgain Financial, Inc., dated April 29, 2010. (30)
|
10.64
|
Promissory Note Agreement between the Company and Rotary Partners LLC, dated May 19, 2010. (30)
|
10.65
|
Promissory Note Agreement between the Company and Joseph Gallagi, dated June 2, 2010. (30)
|
10.66
|
Consulting and Representative Services Agreement between the Company and SimCar Holdings, Inc., dated June 4, 2010. (30)
|
10.67
|
Consulting and Representative Services Agreement between the Company and Kay Strategies, Inc., dated June 14, 2010. (30)
|
10.68
|
Promissory Note Agreement between the Company and Jeffrey Motske, dated June 14, 2010. (30)
|
10.69
|
Financial Advisory Agreement between the Company and ALTA Investments, LLC, dated June 15, 2010. (30)
|
10.70
|
Patent Sale Agreement between the Company and Netgain Financial, Inc., dated June 28, 2010. (30)
|
10.71
|
Promissory Note Agreement between the Company and Robert Freedman, dated July 2, 2010. (30)
|
10.72
|
Promissory Note Agreement between the Company and Michael Glazer, dated July 21, 2010. (31)
|
10.73
|
Promissory Note Agreement between the Company and David Caspers, dated August 27, 2010. (31)
|
10.74
|
Promissory Note Agreement between the Company and Jorge Pavez, dated November 2, 2010. (31).
|
10.75
|
Promissory Note Agreement between the Company and Robert Wheat, dated November 5, 2010. (31)
|
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
10.76
|
Promissory Note Agreement between the Company and David Caspers, dated November 8, 2010. (31)
|
10.77
|
Promissory Note Agreement between the Company and Greggory Haugen, dated November 11, 2010. (32)
|
10.78
|
Promissory Note Agreement between the Company and Greggory Haugen, dated November 16, 2010. (32)
|
10.79
|
Promissory Note Agreement between the Company and Greggory Haugen dated December 1, 2010. (32)
|
10.80
|
Financing Agreement between the Company and Greggory Haugen, dated December 1, 2010. (32)
|
10.81
|
Loan and Security Agreement between the Company and Silicon Valley Bank, dated January 5, 2011. (32)
|
10.82
|
Consulting Agreement between the Company and Vision Advisors, dated February 1, 2011. (33)
|
10.83
|
Extension Agreement between the Company and Robert Wheat, dated February 5, 2011. (33)
|
10.84
|
Promissory Note Agreement between the Company and Adam Marcotte, dated February 10, 2011. (33)
|
10.85
|
Extension Agreement between the Company and Greggory Haugen, dated February 17, 2011. (33)
|
10.86
|
Promissory Note Agreement between the Company and Rolf Haugen, dated February 18, 2011. (33)
|
10.87
|
Promissory Note Agreement between the Company and Richard Chenitz, dated February 28, 2011. (33)
|
10.88
|
Extension Agreement between the Company and Jeffrey Motske, dated March 1, 2011. (33)
|
10.89
|
Promissory Note Agreement between the Company and Darrel Hanna, dated March 2, 2011. (33)
|
10.90
|
Extension Agreement between the Company and Rotary Partners LLC, dated March 1, 2011. (33)
|
10.91
|
Promissory Note Agreement between the Company and Wes Schiffler, dated March 4, 2011. (33)
|
10.92
|
Extension Agreement between the Company and Michael Glazer, dated March 19, 2011. (33)
|
10.93
|
Promissory Note Agreement between the Company and Greggory Haugen, dated March 24, 2011. (33)
|
10.94
|
Promissory Note Agreement between the Company and Jeff Leu, dated March 24, 2011. (33)
|
10.95
|
Promissory Note Agreement between the Company and Jeff Leu, dated April 18, 2011. (35)
|
10.96
|
Lease Agreement between the Company and The Irvine Company, dated May 11, 2011. (34)
|
10.97
|
Promissory Note Agreement between the Company and Greggory Haugen, dated May 26, 2011. (35)
|
10.98
|
Promissory Note Agreement between the Company and Jeff Leu, dated June 2, 2011. (35)
|
10.99
|
Promissory Note Agreement between the Company and Greggory Haugen, dated June 6, 2011. (35)
|
10.99a
|
Promissory Note Agreement between the Company and Ronny Rusli, dated June 28, 2011. (37)
|
10.99b
|
Commercial Agreement between the Company and Radiomovil DIPSA, S.A. de C.V. Telcel, dated June 28, 2011 (Spanish). (36)
|
10.99c
|
Commercial Agreement between the Company and Radiomovil DIPSA, S.A. de C.V. Telcel, dated June 28, 2011 (English Translation). (36)
|
10.99d
|
Consulting & Representative Services Agreement between the Company and I S Consulting, Inc., dated July 1, 2011. (37)
|
10.99e
|
Consulting & Representative Service Agreement between the Company and IntroSell Network LLC, dated July 1, 2011. (37)
|
10.99f
|
Promissory Note Agreement between the Company and Jeff Parker, dated July 12, 2011. (37)
|
10.99g
|
Common Stock Purchase Agreement, dated as of July 21, 2011, by and between the Company and the investors signatory thereto. (38)
|
10.99h
|
Form of Warrant Agreement. ***
|
10.99i
|
Form of Warrant Agreement between the Company and Silicon Valley Bank. ***
|
10.99j
|
First Amendment to Loan and Security Agreement dated August 24, 2011 between the Company and Silicon Valley Bank. ***
|
10.99k
|
First Amendment to Warrant to Purchase Stock dated August 24, 2011 by the Company in favor of SVB Financial Group. ***
|
10.99l
|
Promissory Note Agreement between the Company and Robert Ribciuc dated June 28, 2011. (39)
|
10.99m
|
Promissory Note Agreement between the Company and Mark Anderson dated July 12, 2011. (39)
|
10.99n
|
Promissory Note Agreement between the Company and Killer Whale Holdings dated July 12, 2011. (39)
|
10.99o
|
Promissory Note Agreement between the Company and John Bowlsby dated July 12, 2011. (39)
|
10.99p
|
Employment Agreement between the Company and Gregory Gaines, dated October 5, 2011.(40)
|
10.99q
|
Executive Employment Agreement between the Company and David Morse, dated January 12, 2012.
|
10.99r
|
Executive Employment Agreement between the Company and Joseph Scalisi, dated January 12, 2012.
|
10.99s
|
|
10.99t
|
Amended and Restated 2007 Stock Incentive Plan. **
|
10.99u
|
Form of Stock Option Agreement and Notice of Stock Option Grant for grants on January 12, 2012 to David Morse, Joseph Scalisi and Desiree Mejia. **
|
10.99v | General form of Stock Option Agreement and Notice of Stock Option Grant. ** |
10.99w |
Second Amendment to the Loan and Security Agreement dated February 3, 2012 by the Company in favor of SVB Financial Group.
|
21.1
|
Subsidiary of the Registrant. ***
|
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
23.2
|
Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1). ***
|
24.1
|
Power of Attorney (included on signature page of this Post-Effective Amendment to S-1 Registration Statement).
|
(1)
|
Filed as Exhibit 3.(I) to registrant’s Registration Statement on Form SB-2 filed with the SEC December 15, 2006 (Commission File No. 333-139395) and incorporated herein by this reference.
|
(2)
|
Filed as like-numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2011 and incorporated herein by this reference.
|
(3)
|
Filed as like-numbered exhibits to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2007 (the “October 12, 2007 8-K”) and incorporated herein by this reference.
|
(4)
|
Filed as Exhibit 99.1 to registrant’s Current Report on Form 8-K filed with the SEC on December 5, 2007 and incorporated herein by this reference.
|
(5)
|
Filed as Exhibit 99.4 to the October 12, 2007 8-K and incorporated herein by this reference.
|
(6)
|
Filed as Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on February 29, 2008 (“February 29, 2008 8-K”) and incorporated herein by this reference.
|
(7)
|
Filed as Exhibit 10.2 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.
|
(8)
|
Filed as Exhibit 10.3 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.
|
(9)
|
Filed as Exhibit 10.4 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.
|
(10)
|
Filed as Exhibit 99.1 to registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2008 and incorporated herein by this reference.
|
(11)
|
Filed as Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2011 and incorporated herein by this reference.
|
(12)
|
Filed as Exhibit 3.01 to registrant’s Current Report on Form 8-K filed with the SEC on October 22, 2008 and incorporated herein by this reference.
|
(13)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-QSB filed with the SEC on April 10, 2008 and incorporated herein by this reference.
|
(14)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-QSB filed with the SEC on July 14, 2008 and incorporated herein by this reference.
|
(15)
|
Filed as like-numbered exhibits to registrant’s Annual Report on Form 10-KSB filed with the SEC on December 12, 2008 and incorporated herein by this reference.
|
(16)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2009 and incorporated herein by this reference.
|
(17)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on May 13, 2009 and incorporated herein by this reference.
|
(18)
|
Filed as like-numbered exhibit to registrant’s Current Report on Form 8-K filed with the SEC on May 22, 2009 and incorporated herein by this reference.
|
(19)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2009 and incorporated herein by this reference.
|
(20)
|
Filed as like-numbered exhibits to registrant’s Current Report on form 8-K filed with the SEC on June 16, 2009 and incorporated herein by this reference.
|
(21)
|
Filed as like-numbered exhibit to registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2009 and incorporated herein by this reference.
|
(22)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on August 28, 2009 and incorporated herein by this reference.
|
(23)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on September 17, 2009 and incorporated herein by this reference.
|
(24)
|
Filed as Exhibit 10.44 to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 14, 2009 and incorporated herein by this reference.
|
(25)
|
Filed as Exhibit 10.45 to registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2009 and incorporated herein by this reference.
|
(26)
|
Filed as like-numbered exhibits to registrant’s Annual Report on Form 10-K filed with the SEC on November 30, 2009 and incorporated herein by this reference.
|
(27)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2010 and incorporated herein by this reference.
|
(28)
|
Filed as Exhibit 3.01 to registrant’s Current Report on Form 8-K filed with the SEC on July 2, 2010 and incorporated herein by this reference.
|
(29)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 19, 2010 and incorporated herein by this reference.
|
(30)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 20, 2010 and incorporated herein by this reference.
|
(31)
|
Filed as like-numbered exhibits to registrant’s Annual Report on Form 10-K filed with the SEC on December 14, 2010 and incorporated herein by this reference.
|
(32)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2011 and incorporated herein by this reference.
|
(33)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2011 and incorporated herein by this reference.
|
(34)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on June 27, 2011 and incorporated herein by this reference.
|
(35)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 13, 2011 and incorporated herein by this reference.
|
(36)
|
Filed as Exhibits 11.01 and 11.02 to registrant’s Current Report on Form 8-K filed with the SEC on July 6, 2011 and incorporated herein by this reference.
|
(37)
|
Filed as Exhibits 11.00, 11.03, 11.04 and 11.05 to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 13, 2011 and incorporated herein by this reference.
|
(38)
|
Filed as Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2011 and incorporated herein by this reference.
|
(39)
|
Filed as like-numbered exhibits to registrant’s Annual Report on Form 10-K filed with the SEC on November 29, 2011 and incorporated herein by this reference.
|
(40)
|
Filed as Exhibit 10.99p to registrant’s Quarterly Report on Form 10-Q filed with the SEC on January 17, 2012 and incorporated herein by reference.
|
*
|
Exhibit numbers follow the numbering pattern for exhibits set forth in Item 601 of Regulation S-K.
|
**
|
Indicates a management contract or compensatory arrangement.
|
***
|
(b)
|
The financial statement schedules are either not applicable or the required information is included in the financial statements and footnotes related thereto.
|
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
|
(b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
LOCATION BASED TECHNOLOGIES, INC. | |||
|
By:
|
/s/ David M. Morse | |
David M. Morse | |||
Co-President and Chief Executive Officer |
/s/ David M. Morse
|
Co-President and Chief Executive Officer
|
||||
and Director (principal executive officer)
|
|||||
/s/ Desiree Mejia
|
Chief Operating Officer and Director
|
||||
(principal financial and accounting officer)
|
|||||
Director
|
|||||
/s/ David L. Meyers
|
Director
|
||||
/s/ Charles H. Smith
|
Director
|
||||
/s/ Ronald Warner
|
Director
|
||||
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
3.1
|
Articles of Incorporation of Springbank Resources, Inc. (now known as Location Based Technologies, Inc.). (1)
|
3.1A
|
Amended Articles of Incorporation, dated October 20, 2008. (15)
|
3.2
|
Amended and Restated By-Laws of Location Based Technologies, Inc. ***
|
4.1
|
Form of Warrant issued to placement agents. (2)
|
5.1
|
Legal opinion of Locke Lord Bissell & Liddell LLP. ***
|
10.1
|
Executive Employment Agreement between the Company and David Morse, dated October 11, 2007. (3) **
|
10.2
|
Executive Employment Agreement between the Company and Joseph Scalisi, dated October 11, 2007. (3) **
|
10.3
|
Executive Employment Agreement between the Company and Desiree Mejia, dated October 11, 2007. (3) **
|
10.4
|
Stock Option Award Agreement between Location Based Technologies, Corp. and David Morse, dated August 30, 2007 (obligation assumed by the Company). (3) **
|
10.5
|
Stock Option Award Agreement between Location Based Technologies, Corp. and Joseph Scalisi, dated August 30, 2007 (obligation assumed by the Company). (3) **
|
10.6
|
Stock Option Award Agreement between Location Based Technologies, Corp. and Desiree Mejia, dated August 30, 2007 (obligation assumed by the Company). (3) **
|
10.7
|
Series A Warrant Agreement between the Company and Northstar Investments, Inc., dated August 15, 2007. (3)
|
10.8
|
Series B Warrant Agreement between the Company and Northstar Investments, Inc., dated August 15, 2007. (3)
|
10.9
|
Finder’s Fee Agreement between PocketFinder, LLC and Northstar Investments, Inc., dated March 9, 2007 (obligation assumed by the Company). (3)
|
10.10
|
Consulting Agreement between PocketFinder, LLC and Northstar Investments, Inc., dated July 16, 2007 (obligation assumed by the Company). (3)
|
10.11
|
2007 Stock Incentive Plan of Location Based Technologies, Corp., adopted September 10, 2007 (obligation assumed by the Company). (3) **
|
10.12
|
Product Design Agreement between Location Based Technologies, Corp. and Aero Technology UK, Ltd., dated May 1, 2007 (obligation assumed by the Company). (3)
|
10.13
|
PocketFinder Branding and Website – Control Agreement between PocketFinder, LLC and Coregenic LLC, dated September 20, 2006 (obligation assumed by the Company). (3)
|
10.14
|
Coregenic Professional Services Contract between PocketFinder, LLC and Coregenic LLC, dated September 27, 2006 (obligation assumed by the Company). (3)
|
10.15
|
Consulting Agreement between Location Based Technologies, Corp. and Michael Beydler, dated October 3, 2006 (obligation assumed by the Company). (3)
|
10.16
|
Consulting Agreement between Location Based Technologies, Corp. and Roger Anderson, dated July 10, 2006 (obligation assumed by the Company). (3)
|
10.17
|
Loan Promissory Note in the amount of $900,000 with PocketFinder, Inc. as maker and David Morse as payee, dated November 28, 2005 (obligation assumed by the Company). (3)
|
10.18
|
M2M Telecommunications Services Agreement (portions of Attachment D to this agreement have been omitted pursuant to a request for confidential treatment which has been approved by the Commission). (4)
|
10.19
|
Consulting Agreement between the Company and Brooks Secrest, dated December 10, 2007. (13)
|
10.20
|
Consulting and Sales Representative Agreement between the Company and WhizBiz, LLC, dated January 2, 2008. (13)
|
10.21
|
Reserved.
|
10.22
|
Framework Agreement between the Company and NXP Software, B.V. (“NXP”), dated February 27, 2008. (6)
|
10.23
|
Technology License and Distribution Agreement between the Company and NXP, dated February 27, 2008. (7)
|
10.24
|
Platform Development Agreement between the Company and NXP, dated February 27, 2008. (8)
|
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
10.25
|
Assistance Services Agreement between the Company and NXP, dated February 27, 2008. (9)
|
10.26
|
|
10.27
|
Manufacturing Services Agreement between Company and Jabil Circuit, Inc., dated May 30, 2008. (14)
|
10.28
|
Business Development Consulting Agreement between the Company and The Scigliano Group, dated March 1, 2008. (14)
|
10.29
|
Consulting Services Agreement between the Company and Richard Mejia, Jr., dated August 15, 2008. (15)
|
10.30
|
Reserved.
|
10.31
|
Consulting Services Agreement between the Company and Michael Dautermann, dated October 16, 2008. (15)
|
10.32
|
Reserved.
|
10.33
|
Loan Promissory Note Agreement for $625,000 between the Company and Gemini Master Fund, Ltd., dated November 18, 2008. (16)
|
10.34
|
Loan Promissory Note Agreement for $300,000 between the Company and Steve Finley, dated December 24, 2008. (16)
|
10.35
|
Reserved.
|
10.36
|
Professional Services Agreement between the Company and LoadRack, LLC, dated January 28, 2009. (16)
|
10.37
|
Loan Extension Agreement between the Company and Gemini Master Fund, Ltd. dated January 30, 2009. (16)
|
10.38
|
Endorsement Agreement between the Company and John Riegger, dated February 12, 2009. (16)
|
10.39
|
Senior Secured Promissory Note Agreement for $100,000 between the Company and Gemini Master Fund, Ltd., dated May 7, 2009. (17)
|
10.40
|
Loan Extension Agreement between the Company and Gemini Master Fund, Ltd., dated May 7, 2009. (17)
|
10.41
|
Stock Purchase Agreement between the Company and Aaron Taylor, dated May 15, 2009. (18)
|
10.42
|
Stock Purchase Agreement between the Company and ORI Services Corp., dated May 27, 2009. (19)
|
10.43
|
Promissory Note Agreement for $100,000 between the Company and Netgain Financial, Inc., dated May 27, 2009. (19)
|
10.44
|
Stock Purchase Agreement between the Company and Michael Flanagan, dated June 5, 2009. (20)
|
10.45
|
Settlement Agreement and Release between the Company and the Redwood Parties. (20)
|
10.46
|
Senior Convertible Promissory Note Agreement for $250,000 between the Company and David Nagelberg, dated July 24, 2009. (21)
|
10.47
|
Stock Purchase Agreement between the Company and Affinitas Corporation, dated July 31, 2009. (21)
|
10.48
|
Extension Agreement between the Company and Gemini Master Fund, Ltd., dated August 20, 2009. (22)
|
10.49
|
Stock Purchase Agreement between the Company and David M. Morse, Jr., dated September 14, 2009. (23)
|
10.50
|
Stock Purchase Agreement between the Company and Robin Babcock, dated September 15, 2009. (23)
|
10.51
|
Consulting Agreement between the Company and Tina Florance, CPA, dated May 1, 2009. (24)
|
10.52
|
Promissory Note Agreement for $300,000 between the Company and Alder Capital Partners I, L.P., dated July 6, 2009. (25)
|
10.53
|
Executive Employment Agreement between the Company and Rod Egdorf, dated July 3, 2009. (26) **
|
10.54
|
Assistance Services Agreement between the Company and u-blox America, Inc., dated July 7, 2009. (26)
|
10.55
|
Reserved.
|
10.56
|
Stock Purchase Agreement between the Company and Allen Simon, dated November 2, 2009. (26)
|
10.57
|
Master Services Agreement between the Company and Affinitas Corporation, dated November 30, 2009. (29)
|
10.58
|
Support Services Agreement between the Company and Spectrum Design Solutions, Inc., dated December 15, 2009. (29)
|
10.59
|
Statement of Work and Terms and Conditions for Time and Materials Project between the Company and Spectrum Design Solutions, Inc., dated January 15, 2010. (29)
|
10.60
|
Consulting Agreement between the Company and Vistal Capital Corp., dated February 1, 2010. (29)
|
10.61
|
Amended and Restated Convertible Promissory Note Agreement between the Company and Alder Capital Partners I, L.P., dated March 19, 2010. (27)
|
10.62
|
Extension Agreement between the Company and Steve Finley, dated March 24, 2010. (30)
|
10.63
|
Consulting Services Agreement between the Company and Netgain Financial, Inc., dated April 29, 2010. (30)
|
10.64
|
Promissory Note Agreement between the Company and Rotary Partners LLC, dated May 19, 2010. (30)
|
10.65
|
Promissory Note Agreement between the Company and Joseph Gallagi, dated June 2, 2010. (30)
|
10.66
|
Consulting and Representative Services Agreement between the Company and SimCar Holdings, Inc., dated June 4, 2010. (30)
|
10.67
|
Consulting and Representative Services Agreement between the Company and Kay Strategies, Inc., dated June 14, 2010. (30)
|
10.68
|
Promissory Note Agreement between the Company and Jeffrey Motske, dated June 14, 2010. (30)
|
10.69
|
Financial Advisory Agreement between the Company and ALTA Investments, LLC, dated June 15, 2010. (30)
|
10.70
|
Patent Sale Agreement between the Company and Netgain Financial, Inc., dated June 28, 2010. (30)
|
10.71
|
Promissory Note Agreement between the Company and Robert Freedman, dated July 2, 2010. (30)
|
10.72
|
Promissory Note Agreement between the Company and Michael Glazer, dated July 21, 2010. (31)
|
10.73
|
Promissory Note Agreement between the Company and David Caspers, dated August 27, 2010. (31)
|
10.74
|
Promissory Note Agreement between the Company and Jorge Pavez, dated November 2, 2010. (31).
|
10.75
|
Promissory Note Agreement between the Company and Robert Wheat, dated November 5, 2010. (31)
|
10.76
|
Promissory Note Agreement between the Company and David Caspers, dated November 8, 2010. (31)
|
10.77
|
Promissory Note Agreement between the Company and Greggory Haugen, dated November 11, 2010. (32)
|
10.78
|
Promissory Note Agreement between the Company and Greggory Haugen, dated November 16, 2010. (32)
|
10.79
|
Promissory Note Agreement between the Company and Greggory Haugen dated December 1, 2010. (32)
|
10.80
|
Financing Agreement between the Company and Greggory Haugen, dated December 1, 2010. (32)
|
10.81
|
Loan and Security Agreement between the Company and Silicon Valley Bank, dated January 5, 2011. (32)
|
10.82
|
Consulting Agreement between the Company and Vision Advisors, dated February 1, 2011. (33)
|
10.83
|
Extension Agreement between the Company and Robert Wheat, dated February 5, 2011. (33)
|
10.84
|
Promissory Note Agreement between the Company and Adam Marcotte, dated February 10, 2011. (33)
|
10.85
|
Extension Agreement between the Company and Greggory Haugen, dated February 17, 2011. (33)
|
10.86
|
Promissory Note Agreement between the Company and Rolf Haugen, dated February 18, 2011. (33)
|
10.87
|
Promissory Note Agreement between the Company and Richard Chenitz, dated February 28, 2011. (33)
|
10.88
|
Extension Agreement between the Company and Jeffrey Motske, dated March 1, 2011. (33)
|
10.89
|
Promissory Note Agreement between the Company and Darrel Hanna, dated March 2, 2011. (33)
|
EXHIBIT NO.*
|
DOCUMENT DESCRIPTION
|
10.90
|
Extension Agreement between the Company and Rotary Partners LLC, dated March 1, 2011. (33)
|
10.91
|
Promissory Note Agreement between the Company and Wes Schiffler, dated March 4, 2011. (33)
|
10.92
|
Extension Agreement between the Company and Michael Glazer, dated March 19, 2011. (33)
|
10.93
|
Promissory Note Agreement between the Company and Greggory Haugen, dated March 24, 2011. (33)
|
10.94
|
Promissory Note Agreement between the Company and Jeff Leu, dated March 24, 2011. (33)
|
10.95
|
Promissory Note Agreement between the Company and Jeff Leu, dated April 18, 2011. (36)
|
10.96
|
Lease Agreement between the Company and The Irvine Company, dated May 11, 2011. (34)
|
10.97
|
Promissory Note Agreement between the Company and Greggory Haugen, dated May 26, 2011. (36)
|
10.98
|
Promissory Note Agreement between the Company and Jeff Leu, dated June 2, 2011. (35)
|
10.99
|
Promissory Note Agreement between the Company and Greggory Haugen, dated June 6, 2011. (35)
|
10.99a
|
Promissory Note Agreement between the Company and Ronny Rusli, dated June 28, 2011. (37)
|
10.99b
|
Commercial Agreement between the Company and Radiomovil DIPSA, S.A. de C.V. Telcel, dated June 28, 2011 (Spanish). (36)
|
10.99c
|
Commercial Agreement between the Company and Radiomovil DIPSA, S.A. de C.V. Telcel, dated June 28, 2011 (English Translation). (36)
|
10.99d
|
Consulting & Representative Services Agreement between the Company and I S Consulting, Inc., dated July 1, 2011. (37)
|
10.99e
|
Consulting & Representative Service Agreement between the Company and IntroSell Network LLC, dated July 1, 2011. (37)
|
10.99f
|
Promissory Note Agreement between the Company and Jeff Parker, dated July 12, 2011. (37)
|
10.99g
|
Common Stock Purchase Agreement, dated as of July 21, 2011, by and between the Company and the investors signatory thereto. (38)
|
10.99h
|
Form of Warrant Agreement. ***
|
10.99i
|
Form of Warrant Agreement between the Company and Silicon Valley Bank. ***
|
10.99j
|
First Amendment to Loan and Security Agreement dated August 24, 2011 between the Company and Silicon Valley Bank. ***
|
10.99k
|
First Amendment to Warrant to Purchase Stock dated August 24, 2011 by the Company in favor of SVB Financial Group. ***
|
10.99l
|
Promissory Note Agreement between the Company and Robert Ribciuc dated June 28, 2011. (39)
|
10.99m
|
Promissory Note Agreement between the Company and Mark Anderson dated July 12, 2011. (39)
|
10.99n
|
Promissory Note Agreement between the Company and Killer Whale Holdings dated July 12, 2011. (39)
|
10.99o
|
Promissory Note Agreement between the Company and John Bowlsby dated July 12, 2011. (39)
|
10.99p
|
Employment Agreement between the Company and Gregory Gaines, dated October 5, 2011.(40) **
|
10.99q
|
Executive Employment Agreement between the Company and David Morse, dated January 12, 2012. **
|
10.99r
|
Executive Employment Agreement between the Company and Joseph Scalisi, dated January 12, 2012. **
|
10.99s
|
|
10.99t
|
Amended and Restated 2007 Stock Incentive Plan. **
|
10.99u
|
Form of Stock Option Agreement and Notice of Stock Option Grant for grants on January 12, 2012 to David Morse, Joseph Scalisi and Desiree Mejia. **
|
10.99v
|
General form of Stock Option Agreement and Notice of Stock Option Grant. **
|
10.99w |
Second Amendment to the Loan and Security Agreement dated February 3, 2012 by the Company in favor of SVB Financial Group.
|
21.1
|
Subsidiary of the Registrant. ***
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
23.2
|
Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1). ***
|
24.1
|
Power of Attorney (included on signature page of this Post-Effective Amendment No. 1 to S-1 Registration Statement).
|
(1)
|
Filed as Exhibit 3.(I) to registrant’s Registration Statement on Form SB-2 filed with the SEC December 15, 2006 (Commission File No. 333-139395) and incorporated herein by this reference.
|
(2)
|
Filed as like-numbered exhibit to the registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2011 and incorporated herein by this reference.
|
(3)
|
Filed as like-numbered exhibits to the registrant’s Current Report on Form 8-K filed with the SEC on October 12, 2007 (the “October 12, 2007 8-K”) and incorporated herein by this reference.
|
(4)
|
Filed as Exhibit 99.1 to registrant’s Current Report on Form 8-K filed with the SEC on December 5, 2007 and incorporated herein by this reference.
|
(5)
|
Filed as Exhibit 99.4 to the October 12, 2007 8-K and incorporated herein by this reference.
|
(6)
|
Filed as Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on February 29, 2008 (“February 29, 2008 8-K”) and incorporated herein by this reference.
|
(7)
|
Filed as Exhibit 10.2 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.
|
(8)
|
Filed as Exhibit 10.3 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.
|
(9)
|
Filed as Exhibit 10.4 to registrant’s February 29, 2008 8-K and incorporated herein by this reference.
|
(10)
|
Filed as Exhibit 99.1 to registrant’s Current Report on Form 8-K filed with the SEC on June 4, 2008 and incorporated herein by this reference.
|
(11)
|
Filed as Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2011 and incorporated herein by this reference.
|
(12)
|
Filed as Exhibit 3.01 to registrant’s Current Report on Form 8-K filed with the SEC on October 22, 2008 and incorporated herein by this reference.
|
(13)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-QSB filed with the SEC on April 10, 2008 and incorporated herein by this reference.
|
(14)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-QSB filed with the SEC on July 14, 2008 and incorporated herein by this reference.
|
(15)
|
Filed as like-numbered exhibits to registrant’s Annual Report on Form 10-KSB filed with the SEC on December 12, 2008 and incorporated herein by this reference.
|
(16)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2009 and incorporated herein by this reference.
|
(17)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on May 13, 2009 and incorporated herein by this reference.
|
(18)
|
Filed as like-numbered exhibit to registrant’s Current Report on Form 8-K filed with the SEC on May 22, 2009 and incorporated herein by this reference.
|
(19)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2009 and incorporated herein by this reference.
|
(20)
|
Filed as like-numbered exhibits to registrant’s Current Report on form 8-K filed with the SEC on June 16, 2009 and incorporated herein by this reference.
|
(21)
|
Filed as like-numbered exhibit to registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2009 and incorporated herein by this reference.
|
(22)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on August 28, 2009 and incorporated herein by this reference.
|
(23)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on September 17, 2009 and incorporated herein by this reference.
|
(24)
|
Filed as Exhibit 10.44 to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 14, 2009 and incorporated herein by this reference.
|
(25)
|
Filed as Exhibit 10.45 to registrant’s Current Report on Form 8-K filed with the SEC on July 13, 2009 and incorporated herein by this reference.
|
(26)
|
Filed as like-numbered exhibits to registrant’s Annual Report on Form 10-K filed with the SEC on November 30, 2009 and incorporated herein by this reference.
|
(27)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2010 and incorporated herein by this reference.
|
(28)
|
Filed as Exhibit 3.01 to registrant’s Current Report on Form 8-K filed with the SEC on July 2, 2010 and incorporated herein by this reference.
|
(29)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 19, 2010 and incorporated herein by this reference.
|
(30)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 20, 2010 and incorporated herein by this reference.
|
(31)
|
Filed as like-numbered exhibits to registrant’s Annual Report on Form 10-K filed with the SEC on December 14, 2010 and incorporated herein by this reference.
|
(32)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2011 and incorporated herein by this reference.
|
(33)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2011 and incorporated herein by this reference.
|
(34)
|
Filed as like-numbered exhibits to registrant’s Current Report on Form 8-K filed with the SEC on June 27, 2011 and incorporated herein by this reference.
|
(35)
|
Filed as like-numbered exhibits to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 13, 2011 and incorporated herein by this reference.
|
(36)
|
Filed as Exhibits 11.01 and 11.02 to registrant’s Current Report on Form 8-K filed with the SEC on July 6, 2011 and incorporated herein by this reference.
|
(37)
|
Filed as Exhibits 11.00, 11.03, 11.04 and 11.05 to registrant’s Quarterly Report on Form 10-Q filed with the SEC on July 13, 2011 and incorporated herein by this reference.
|
(38)
|
Filed as Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2011 and incorporated herein by this reference.
|
(39)
|
Filed as like numbered exhibits to registrant’s Annual Report on Form 10-K filed with the SEC on November 29, 2011 and incorporated herein by this reference.
|
(40)
|
Filed as Exhibit 10.99p to registrant’s Quarterly Report on Form 10-Q filed with the SEC on January 17, 2012 and incorporated herein by reference.
|
*
|
Exhibit numbers follow the numbering pattern for exhibits set forth in Item 601 of Regulation S-K.
|
**
|
Indicates a management contract or compensatory arrangement.
|
***
|
|
101.INS |
XBRL Instance
|
101.SCH |
XBRL Taxonomy Extension Schema
|
101.CAL |
XBRL Taxonomy Extension Calculation
|
101.DEF |
XBRL Taxonomy Extension Definition
|
101.LAB |
XBRL Taxonomy Extension Labels
|
101.PRE |
XBRL Taxonomy Extension Presentation
|
XBRL Exhibits | Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
This ‘POS AM’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/12/17 | ||||
7/29/16 | ||||
7/22/16 | ||||
12/14/15 | ||||
6/30/15 | ||||
12/16/14 | ||||
6/2/13 | ||||
3/3/13 | ||||
11/30/12 | 10-Q, NT 10-Q | |||
11/24/12 | ||||
11/15/12 | ||||
11/2/12 | ||||
9/15/12 | ||||
9/14/12 | 8-K | |||
8/31/12 | 10-K, 10-K/A, 8-K | |||
8/7/12 | ||||
6/27/12 | ||||
5/27/12 | ||||
5/15/12 | ||||
5/1/12 | 8-K | |||
4/15/12 | ||||
4/4/12 | ||||
2/29/12 | 10-Q, 10-Q/A | |||
Filed on: | 2/9/12 | |||
2/8/12 | ||||
2/7/12 | ||||
2/3/12 | ||||
1/17/12 | 10-Q | |||
1/12/12 | 8-K | |||
1/9/12 | ||||
1/7/12 | ||||
1/5/12 | ||||
12/31/11 | ||||
12/1/11 | 8-K, 8-K/A | |||
11/30/11 | 10-Q | |||
11/29/11 | 10-K | |||
11/24/11 | ||||
11/23/11 | ||||
11/15/11 | ||||
11/3/11 | ||||
10/25/11 | 8-K | |||
10/13/11 | EFFECT | |||
10/5/11 | 8-K, CORRESP, S-1/A | |||
9/30/11 | ||||
8/31/11 | 10-K | |||
8/24/11 | ||||
8/22/11 | ||||
7/29/11 | ||||
7/28/11 | 8-K | |||
7/27/11 | 8-K | |||
7/26/11 | ||||
7/21/11 | 8-K | |||
7/20/11 | ||||
7/15/11 | ||||
7/13/11 | 10-Q | |||
7/12/11 | ||||
7/6/11 | 8-K | |||
7/1/11 | ||||
6/30/11 | ||||
6/28/11 | 8-K | |||
6/27/11 | 8-K | |||
6/8/11 | 8-K | |||
6/6/11 | ||||
6/2/11 | ||||
5/31/11 | 10-Q | |||
5/26/11 | ||||
5/16/11 | ||||
5/11/11 | 8-K | |||
4/21/11 | ||||
4/18/11 | ||||
4/14/11 | 10-Q | |||
4/5/11 | ||||
3/30/11 | 8-K | |||
3/24/11 | ||||
3/22/11 | ||||
3/19/11 | ||||
3/18/11 | ||||
3/4/11 | ||||
3/2/11 | ||||
3/1/11 | ||||
2/28/11 | 10-Q | |||
2/18/11 | ||||
2/17/11 | ||||
2/16/11 | ||||
2/15/11 | ||||
2/10/11 | ||||
2/5/11 | ||||
2/1/11 | ||||
1/14/11 | 10-Q | |||
1/5/11 | ||||
12/27/10 | ||||
12/20/10 | ||||
12/17/10 | ||||
12/14/10 | 10-K | |||
12/1/10 | ||||
11/30/10 | 10-Q | |||
11/16/10 | ||||
11/11/10 | ||||
11/8/10 | ||||
11/5/10 | ||||
11/2/10 | ||||
10/28/10 | ||||
10/21/10 | ||||
9/27/10 | ||||
8/31/10 | 10-K, 10-K/A, NT 10-K | |||
8/27/10 | 8-K | |||
8/2/10 | ||||
7/21/10 | ||||
7/20/10 | 10-Q, 10-Q/A | |||
7/2/10 | 8-K | |||
6/30/10 | ||||
6/28/10 | 8-K | |||
6/24/10 | ||||
6/16/10 | ||||
6/15/10 | 8-K | |||
6/14/10 | ||||
6/10/10 | ||||
6/5/10 | ||||
6/4/10 | ||||
6/2/10 | ||||
5/31/10 | 10-Q, NT 10-Q | |||
5/26/10 | ||||
5/19/10 | ||||
4/29/10 | ||||
4/22/10 | ||||
4/20/10 | ||||
4/19/10 | 10-Q | |||
4/6/10 | ||||
4/1/10 | 8-K | |||
3/29/10 | ||||
3/24/10 | ||||
3/19/10 | 8-K | |||
2/28/10 | 10-Q, 10-Q/A, NT 10-Q | |||
2/9/10 | ||||
2/8/10 | ||||
2/5/10 | ||||
2/3/10 | ||||
2/1/10 | ||||
1/15/10 | ||||
12/16/09 | ||||
12/15/09 | ||||
12/1/09 | ||||
11/30/09 | 10-K, 10-Q | |||
11/27/09 | D | |||
11/24/09 | ||||
11/18/09 | ||||
11/11/09 | ||||
11/2/09 | ||||
9/30/09 | ||||
9/17/09 | 8-K | |||
9/16/09 | ||||
9/15/09 | ||||
9/14/09 | ||||
8/31/09 | 10-K, 10-K/A | |||
8/28/09 | 8-K | |||
8/27/09 | ||||
8/24/09 | 8-K | |||
8/20/09 | ||||
8/18/09 | ||||
8/13/09 | 8-K | |||
7/31/09 | ||||
7/25/09 | ||||
7/24/09 | 8-K | |||
7/14/09 | 10-Q | |||
7/13/09 | 8-K | |||
7/7/09 | ||||
7/6/09 | ||||
7/3/09 | ||||
6/16/09 | 8-K | |||
6/11/09 | D | |||
6/5/09 | 8-K | |||
6/1/09 | 8-K | |||
5/27/09 | 8-K | |||
5/22/09 | 8-K, DEF 14A | |||
5/19/09 | ||||
5/18/09 | 10-Q/A | |||
5/15/09 | 8-K | |||
5/14/09 | 8-K | |||
5/13/09 | 8-K | |||
5/7/09 | 8-K | |||
5/1/09 | CORRESP, UPLOAD | |||
4/26/09 | ||||
4/14/09 | 10-Q | |||
3/24/09 | ||||
3/3/09 | 8-K, UPLOAD | |||
2/18/09 | ||||
2/15/09 | ||||
2/12/09 | ||||
1/30/09 | ||||
1/28/09 | 8-K | |||
1/26/09 | ||||
12/24/08 | ||||
12/12/08 | 10KSB | |||
12/1/08 | ||||
11/24/08 | 8-K | |||
11/18/08 | ||||
11/3/08 | 8-K | |||
10/22/08 | 8-K | |||
10/20/08 | 8-K | |||
10/16/08 | ||||
10/13/08 | 8-K | |||
9/3/08 | 8-K | |||
9/1/08 | ||||
8/31/08 | 10-K/A, 10KSB, 10KSB/A, NT 10-K | |||
8/15/08 | ||||
7/14/08 | 10QSB | |||
6/4/08 | 8-K | |||
5/30/08 | 8-K | |||
4/10/08 | 10QSB | |||
3/1/08 | ||||
2/29/08 | 10QSB, 8-K | |||
2/27/08 | 8-K | |||
1/2/08 | ||||
12/10/07 | ||||
12/5/07 | 8-K | |||
10/12/07 | 8-K | |||
10/11/07 | 8-K, 8-K/A | |||
10/8/07 | ||||
9/25/07 | ||||
9/10/07 | ||||
8/30/07 | ||||
8/24/07 | ||||
8/15/07 | ||||
7/16/07 | 10QSB/A | |||
5/29/07 | ||||
5/1/07 | ||||
3/9/07 | ||||
12/15/06 | SB-2 | |||
10/3/06 | ||||
9/27/06 | ||||
9/20/06 | ||||
7/10/06 | ||||
7/7/06 | ||||
4/10/06 | ||||
11/28/05 | ||||
9/16/05 | ||||
List all Filings |