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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/30/15 ForceField Energy Inc. 10-K/A 12/31/14 3:297K Issuer Direct/FA |
Document/Exhibit Description Pages Size 1: 10-K/A Amendment to Annual Report HTML 154K 2: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 6K 3: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 6K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
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Nevada
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20-8584329
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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Nasdaq Capital Market
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Page
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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4
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Item 11.
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Executive Compensation
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6
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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9
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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10
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Item 14.
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Principal Accounting Fees and Services
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10
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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11
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Signatures
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12
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Name
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Age
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Position
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62
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Chairman of the Board of Directors, Chief Executive Officer and Secretary
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41
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Chief Financial Officer, Executive Vice President, Assistant Secretary
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David Vanderhorst(1)(2)
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51
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Director
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Adrian Auman (1)(2)
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60
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Director
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Kébir Ratnani (1)(2)
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63
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Director
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●
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A bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
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●
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Conviction in a criminal proceeding or been the subject of a pending criminal proceeding, excluding traffic violations and other minor offenses.
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●
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Been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
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●
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Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
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●
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Been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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● | Attract, hire and retain well-qualified executives. | |
● | Reward performance that drives substantial increases in shareholder value, as evidenced through both future operating profits and increased market price of our common shares. |
Name and Position
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2014 Base
Salary
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2015 Base Salary
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$
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150,000
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$
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150,000
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$
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0
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Chief Executive Officer
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$
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125,000
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$
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125,000
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$
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0
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Chief Financial Officer
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Name and Principal Position
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Year
ended
Dec. 31
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation ($) (1)
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Total
($)
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2014
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150,000 | 12,000 | 162,000 | |||||||||||||||||||||||||||||||
CEO
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2013
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60,000 | 40,000 | 7,200 | 107,200 | |||||||||||||||||||||||||||||
Richard ST-Julien(2)
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2014
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162,300 | (3) | 12,000 | 174,300 | |||||||||||||||||||||||||||||
Executive Chairman
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2013
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40,000 | 7,200 | 47,200 | ||||||||||||||||||||||||||||||
and President
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2014
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125,000 | 12,000 | 137,000 | |||||||||||||||||||||||||||||||
CFO
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2013
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60,000 | 40,000 | 7,200 | 107,200 |
(3)
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On July 30, 2014, the Company issued 30,000 shares of its restricted common stock to its Executive Chairman in lieu of cash to satisfy a loan payable and accrued compensation aggregating $150,000. The closing market price of the common shares on July 30, 2014 was $5.41.
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Name
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Fees earned or paid in cash
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Stock Awards
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Option Awards
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All Other
Compensation
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Total
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($) | ($) | ($) | ($) | ($) | ||||||||||||||||
12,000 | 24,000 | 36,000 | ||||||||||||||||||
12,000 | 24,000 | 36,000 | ||||||||||||||||||
12,000 | 24,000 | 36,000 |
Common Stock Beneficially
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Percentage of
Common
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Name of Beneficial Owner
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Owned*
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Stock**
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Directors and Executive Officers
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1,025,291 | 5.78 | % | ||||||
122,500 | 0.69 | % | ||||||
17,874 | 0.10 | % | ||||||
17,874 | 0.10 | % | ||||||
22,874 | 0.13 | % | ||||||
All executive officers and directors as a group (consisting of 5 individuals)
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1,206,413 | 6.80 | % | |||||
5% or Greater Owners
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Mitchell Barack | 1,127,216 | 6.35 | % | |||||
Richard ST-Julien
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3,050,350 | 17.19 | % |
Exhibit Number
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Description
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2.01
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Stock Purchase Agreement by and among the Company, 17th Street ALD Management Corporation, sellers and sellers’ representative (incorporated by reference to Exhibit 2.01 to the Company’s Current Report on Form 8-K dated April 25, 2014)
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2.02
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Stock Purchase Agreement by and among the Company, ESCO Energy Services Company and Mitchell Barack. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated October 17, 2014)
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3.01
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Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form SB-2 filed with the Commission on September 7, 2007)
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3.02
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Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form SB-2 filed with the Commission on September 7, 2007)
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3.03
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Certificate of Change to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K dated March 24, 2009)
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3.04
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Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.2 to the Company’s Current Report on Form 8-K dated March 24, 2009)
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3.05
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Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K dated March 24, 2011)
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3.06
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Certificate of Change to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 8, 2010)
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3.07
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Certificate of Change to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated October 8, 2010)
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3.08
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Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Appendix A to the Company’s preliminary information statement on Schedule 14C filed with the Commission on February 6, 2013)
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3.09
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Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed with the Commission on August 31, 2009)
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4.01
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Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.01 to the Company’s Annual Report on Form 10-K filed with the Commission on April 15, 2015)
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4.02
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Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.02 to the Company’s Annual Report on Form 10-K filed with the Commission on April 15, 2015)
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4.03
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Form of Senior Secured Promissory Note (incorporated by reference to Exhibit 4.01 to the Company’s Current Report on Form 8-K dated April 25, 2014)
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4.04
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Short Term Note (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K dated August 13, 2014)
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4.05
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Form of $2.075 Million Secured Promissory Note (incorporated by reference to Exhibit 4.01 to the Company’s Current Report on Form 8-K dated October 17, 2014)
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4.06
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Form of $1.075 Million Secured Promissory Note (incorporated by reference to Exhibit 4.02 to the Company’s Current Report on Form 8-K dated October 17, 2014)
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10.01
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Exclusive Distribution Framework Agreement dated December 12, 2009 by and among SunSi Energies Hong Kong Limited, Zibo Baokai Commerce and Trade Co., Ltd. and Zibo Baoyun Chemical Plant (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated December 12, 2009)
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10.02
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Equity Transfer Agreement with Regard to Wendeng He Xie Silicon Co., Ltd. dated November 22, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 9, 2011)
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10.03
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Letter Agreement dated December 15, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 9, 2011)
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10.04
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Addendum to Equity Transfer Agreement dated June 13, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 13, 2011)
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10.05
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Distribution Agreement with Shanghai Lightsky Optoelectronics Technology Co., Ltd. dated August 27, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 27, 2012)
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10.06
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Amendment No. 1 to Product Exclusive Distributor Agreement with LightSky dated November 11, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K dated April 15, 2014 for the period ended December 31, 2013)
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10.07
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Equity Transfer Agreement with Regard to Wendeng He Xie Silicon Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 19, 2014)
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10.08
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Equity Transfer Agreement with Regard to Zibo Baokai Commerce (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 19, 2014)
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10.09
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Amendment No. 2 to Product Exclusive Distributor Agreement with LightSky dated March 24, 2014 ((incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K dated April 15, 2014 for the period ended December 31, 2013)
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10.10
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Form of Security Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 25, 2014)
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10.11
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Form of Pledge Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 25, 2014)
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10.12
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Form of Lock Up Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 25, 2014)
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10.13
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Amendment No. 1 to the Stock Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated August 13, 2014)
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10.14
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Continuing Corporate Guaranty (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K dated August 13, 2014)
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10.15
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Stock Please and Security Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 17, 2014)
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10.16
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Form of Lock Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 17, 2014)
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10.17
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Settlement Agreement and Mutual General Release of all Claims (incorporated by referenced to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated March 5, 2015)
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21.1
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Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission on April 15, 2015)
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31.1
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Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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FORCEFIELD ENERGY INC.
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By:
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/s/ David Natan
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Chief Executive Officer
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Principal Executive Officer:
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/s/ David Natan
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Chairman of the Board of Directors and Chief Executive Officer
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Principal Financial and Accounting Officer:
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/s/ Jason Williams
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Chief Financial and Accounting Officer
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/s/ Adrian Auman
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Director
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/s/ Kebir Ratnani
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Director
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Director
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This ‘10-K/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
4/17/16 | ||||
12/31/15 | ||||
5/4/15 | ||||
Filed on: | 4/30/15 | |||
4/22/15 | 8-K | |||
4/21/15 | 8-K | |||
4/20/15 | 8-K | |||
4/19/15 | ||||
4/17/15 | ||||
4/15/15 | 10-K | |||
4/6/15 | ||||
3/5/15 | 8-K | |||
For Period End: | 12/31/14 | 10-K, NT 10-K | ||
10/17/14 | 8-K, 8-K/A | |||
8/13/14 | 8-K | |||
7/30/14 | ||||
6/30/14 | 10-Q, NT 10-Q | |||
4/25/14 | 8-K, 8-K/A | |||
4/15/14 | 10-K | |||
3/24/14 | 8-K | |||
2/19/14 | 8-K | |||
1/22/14 | 8-K | |||
1/1/14 | ||||
12/31/13 | 10-K, NT 10-K | |||
11/11/13 | ||||
9/16/13 | ||||
2/6/13 | PRE 14C | |||
12/31/12 | 10-K, NT 10-K | |||
8/27/12 | 8-K | |||
6/13/11 | 8-K | |||
3/24/11 | 8-A12G, 8-K | |||
3/9/11 | 8-K | |||
12/15/10 | ||||
11/22/10 | ||||
10/8/10 | ||||
12/12/09 | 8-K | |||
8/31/09 | 10-K, 10-Q | |||
3/24/09 | 10-Q, 3, 8-K, 8-K/A | |||
9/7/07 | SB-2 | |||
List all Filings |