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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Carbonmeta Technologies Inc (PK) | USOTC:COWI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.000099 | 9,900.00% | 0.0001 | 0.000001 | 0.2501 | 0.0001 | 0.000001 | 0.0001 | 9,650,000 | 21:15:14 |
COROWARE, INC.
|
||
(EXACT NAME OF THE COMPANY AS
SPECIFIED IN ITS CHARTER)
|
Delaware
|
95-4868120
|
|
(State or Other Jurisdiction
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(I.R.S. Employer
|
|
of Incorporation)
|
Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
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Non-accelerated filer
(Do not check if a smaller reporting company)
|
o
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Smaller reporting company
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þ
|
PART I
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|||
Item 1.
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Business
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1
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Item 1A.
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Risk Factors
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2
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Item 1B.
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Unresolved Staff Comments
|
2
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Item 2.
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Properties
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2
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Item 3.
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Legal Proceedings
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2
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Item 4.
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Mine Safety Disclosures
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2
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PART II
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|||
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Registrant Purchases of Equity Securities
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3
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Item 6.
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Selected Financial Data
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5
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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5
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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9
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Item 8.
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Consolidated Financial Statements
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9
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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9
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Item 9A.
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Controls and Procedures
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9
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Item 9B.
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Other Information
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11
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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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12
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Item 11.
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Executive Compensation
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12
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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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14
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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15
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Item 14.
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Principal Accounting Fees and Services
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16
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PART IV
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|||
Item 15.
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Exhibits
|
17
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|
SIGNATURES
|
24
|
Year Ended December 31, 2015
|
High
|
Low
|
||||||
First Quarter
|
$
|
0.0001
|
$
|
0.000001
|
||||
Second Quarter
|
$
|
0.0001
|
$
|
0.000001
|
||||
Third Quarter
|
$
|
0.0001
|
$
|
0.000001
|
||||
Fourth Quarter
|
$
|
0.0001
|
$
|
0.00009
|
Year Ended December 31, 2014
|
High
|
Low
|
||||||
First Quarter
|
$
|
0.0065
|
$
|
0.0007
|
||||
Second Quarter
|
$
|
0.0012
|
$
|
0.0001
|
||||
Third Quarter
|
$
|
0.0001
|
$
|
0.0001
|
||||
Fourth Quarter
|
$
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0.0001
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$
|
0.0001
|
DECEMBER 31, 2015
|
||||||||||||
Plan Category
|
Number of
shares to be
issued
upon exercise
of outstanding
options and
warrants
|
Weighted
average
exercise
price of
outstanding
options
and warrants
|
Number of
securities
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column
(a))
|
|||||||||
(a)
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(b)
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(c)
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||||||||||
Equity compensation plans approved by
security holders:
|
||||||||||||
2003 Stock Option Plan
|
-
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n/a
|
-
|
|||||||||
2004 Stock Option Plan
|
-
|
n/a
|
-
|
|||||||||
2005 Stock Option Plan
|
38,164
|
$
|
3.60
|
38,164
|
||||||||
Equity Stock Compensation plan not
approved by security holders:
|
||||||||||||
2006 Employee Compensation Plan
|
n/a
|
n/a
|
-
|
|||||||||
2008 Amended Incentive Stock Plan
|
n/a
|
n/a
|
2,890
|
|||||||||
2008 SIP – SEC File #333-151258
|
n/a
|
n/a
|
-
|
|||||||||
2009 Incentive Stock Plan
|
n/a
|
n/a
|
374,900
|
|||||||||
Total
|
38,164
|
415,954
|
Plan Description
|
Authorized
Shares
|
Remaining
Shares
|
||||||
2006 Employee Compensation Plan
|
3,333
|
-
|
||||||
2008 Incentive Stock Plan
|
200,000,000
|
-
|
||||||
2009 Incentive Stock Plan
|
500,000
|
-
|
||||||
2010 Incentive Stock Plan (333-165768)
|
5,000,000
|
-
|
||||||
2012 Incentive Stock Plan (333-171325)
|
200,000,000
|
-
|
||||||
2012 Incentive Stock Plan (333-183512)
|
50,000,000
|
-
|
||||||
2013 Incentive Stock Plan (333-186247)
|
50,000,000
|
1
|
||||||
Total
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505,503,333
|
1
|
Total
Options
|
Weighted
Average Price
|
|||||||
Outstanding, December 31, 2014
|
38,164
|
$
|
3.60
|
|||||
Granted
|
-
|
-
|
||||||
Cancelled
|
-
|
-
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||||||
Forfeited
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Outstanding, December 31, 2015
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38,164
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$
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3.60
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|||||
Exercisable at December 31, 2015
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38,164
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$
|
3.60
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Payments due by Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than 1
year
|
1-3 years
|
3-5 years
|
More than
5
years
|
|||||||||||||||
Obligations collateralized by receivables
|
$
|
242,832
|
$
|
242,832
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Convertible debt
|
2,937,780
|
2,937,780
|
-
|
-
|
-
|
|||||||||||||||
Notes payable
|
153,732
|
153,732
|
-
|
-
|
-
|
|||||||||||||||
Notes payable, related parties
|
166,506
|
166,506
|
-
|
-
|
-
|
|||||||||||||||
Small Business Administration loan
|
979,950
|
979,950
|
-
|
-
|
-
|
|||||||||||||||
$
|
4,480,800
|
$
|
4,480,800
|
$
|
-
|
$
|
-
|
$
|
-
|
●
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity;
|
●
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and
|
●
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the entity’s assets that could have a material effect on its consolidated financial statements.
|
Name
|
Age
|
Position
|
||
Lloyd Spencer
|
59
|
Chief Executive Officer, Interim Chief Financial Officer, Director, Treasurer, Secretary
|
Name &
Principal
Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-equity
Incentive Plan
Compensation
|
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
|
All other
Compensation
|
Totals
|
|||||||||||||||||||||||||
Lloyd
Spencer (1) |
2015
|
$
|
57,714
|
$
|
-
|
$
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
57,714
|
||||||||||||||||||
2014
|
$
|
50,312
|
$
|
-
|
$
|
85,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
135,312
|
||||||||||||||||||
David
Hyams (2) |
2015
|
$
|
98,804
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
98,804
|
|||||||||||||||||
2014
|
$
|
89,664
|
$
|
-
|
$
|
20,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
109,664
|
(1)
|
Lloyd Spencer has served as CEO since January 28, 2008, and interim CFO since November 17, 2008. Prior to that, he was Vice President of Business Development and Director. Mr. Spencer is President of our subsidiary, CoroWare Technologies, Inc. with an annual salary of $150,000. On May 16, 2006, Mr. Spencer entered into an employment agreement which granted him 1,667 stock options to purchase restricted shares of CoroWare’s common stock at $54 which were cancelled on December 31, 2007, and converted into restricted common stock one-for-one and issued in lieu thereof by action of the Board of Directors. Mr. Spencer was granted 1,667 options to purchase restricted shares of CoroWare common stock at $12 on May 16, 2006. These options have a ten year term and vest ratably over three years. On December 31, 2007 the options were re-priced from $12 to $3. In February 2008, these options were converted to 1,667 shares of CoroWare common stock. On September 12, 2007, Mr. Spencer was granted options to purchase restricted shares of the CoroWare common stock at $12 per share. On December 31, 2007, the options were re-priced from $12 to $3. As of December 31, 2010, all 5,000 of these options have vested.
|
|
(2)
|
David Hyams is Chief Technology Officer with a salary of $150,000. On May 16, 2006, Mr. Hyams entered into an employment agreement which granted him 1,667 stock options to purchase restricted shares of CoroWare’s common stock at $54 which were cancelled on December 31, 2007, and converted into restricted common stock one-for-one and issued in lieu thereof by action of the Board of Directors. Mr. Hyams was granted 1,667 options to purchase restricted shares of CoroWare common stock at $12 on May 16, 2006. These options have a ten year term and vest ratably over three years. On December 31, 2007 the options were re-priced from $12 to $3. In February 2008, these options were converted to 1,667 shares of CoroWare common stock. On September 12, 2007, Mr. Hyams was granted options to purchase restricted shares of the CoroWare common stock at $12 per share. On December 31, 2007, the options were re-priced from $12 to $3. As of December 31, 2010, all 5,000 of these options have vested. In 2012, Mr. Hyams agreed to a modification of his employment contract which changed his salary to an hourly rate resulting in gross income of $126,000 per year of which a portion is paid in cash as noted in the table above and a portion is deferred.
|
Name
|
Number of Shares
Underlying Options
|
% of Total Options
Granted to Employees
|
Exercise
Price
|
Expiration
Date
|
Lloyd Spencer
(See Note 1)
|
25
|
14.2%
|
$ 600.00
|
9/12/2017
|
David Hyams
(see Note2)
|
25
|
14.2%
|
$ 600.00
|
9/12/2017
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable (1) |
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise Price ($) |
Option
Expiration
Date
|
Numbe
r
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)
|
|||||||||||||||||||||||||||
Lloyd
Spencer
|
5,000
|
-
|
-
|
$
|
3
|
9/2017
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||
David
Hyams
|
5,000
|
-
|
-
|
$
|
3
|
9/2017
|
-
|
-
|
-
|
-
|
Director
|
Restricted
Common
Stock Issued
in 2015 for
services
|
Value
|
Restricted
Common
Stock Issued
in 2014 for
services
|
Value
|
||||||||||||
Lloyd Spencer
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||
Total
|
-
|
$
|
-
|
-
|
$
|
-
|
Name and Address of Beneficial Owner
|
Amount and Nature of Common
Stock Beneficial Ownership
|
Percent of
Class
|
||
Lloyd Spencer
|
||||
18529 NE 184 th Street
|
60,606,335
|
< 1%
|
||
Woodinville, WA 98072
|
||||
Directors and Officers as a Group (1 person)
|
60,606,335
|
< 1%
|
Name of
Series D Preferred
Stockholder (1)
|
Number of
Series D
Preferred
Shares held
by Stockholder
|
Number of Votes
for each Series D
Preferred
Share held
|
Number of Votes held
by
Series D
Preferred
Stockholder
|
|||||||||
Lloyd Spencer
|
60,000
|
x 100,000
|
6,000,000,000
|
|||||||||
Shanna Gerrard
|
20,000
|
x 100,000
|
2,000,000,000
|
|||||||||
Jared Robert
|
20,000
|
x 100,000
|
2,000,000,000
|
Name of
Series G Preferred
Stockholder (2)
|
Number of
Series G
Preferred
Shares held
by Stockholder
|
Number of Votes
for each Series G
Preferred
Share held
|
Number of Votes held
by
Series G
Preferred
Stockholder
|
|||||||||
Lloyd Spencer
|
25,000
|
x 5,000,000
|
125,000,000,000
|
Name of
Stockholder
|
Number of
Shares of Common Stock Held |
Number of
Votes held by Series D Stockholder |
Number of Votes
held by Series
G Stockholder
|
Total Number of Votes
Held by Stockholder
|
Percentage of
the Voting
Equity
|
|||||||||||||
Lloyd Spencer
|
60,606,335
|
6,000,000,000
|
125,000,000,000
|
131,060,606,335
|
89.5
|
%
|
||||||||||||
Shanna Gerrard
|
5,000
|
2,000,000,000
|
-
|
2,000,005,000
|
1.4
|
%
|
||||||||||||
Jared Robert
|
17,299,965
|
2,000,000,000
|
-
|
2,017,299,965
|
1.4
|
%
|
(1)
|
Each share of Series D Convertible Preferred Stock (“Series D Preferred”) has the equivalent of one hundred thousand (100,000) votes of common stock. Currently, there are 3 holders of Series D Preferred Stock, namely Lloyd Spencer (60,000 shares), Shanna Gerrard (20,000 shares) and Jared Robert (20,000 shares) (together, the “Series D Stockholders”), collectively holding 100,000 shares of Series D Preferred.
|
(2)
|
Each share of Series G Convertible Preferred Stock (“Series G Preferred”) has the equivalent of five million (5,000,000) votes of common stock. Currently, there is 1 holder of Series G Preferred Stock, namely Lloyd Spencer (25,000 shares), (together, the “Series G Stockholders”), collectively holding 25,000 shares of Series G Preferred, resulting in the Series G Stockholders holding in the aggregate a majority of the total voting power of all issued and outstanding voting shares of the Company.
|
Exhibit
|
Description
|
|
2.4
|
Agreement and Plan of Merger among the Company, RWT Acquisition, Inc and Robotic Workspace Technologies, Inc. dated July 21, 2004. (5)
|
|
3.1
|
Articles of Incorporation (2)
|
|
3.1.1
|
Amendment to Articles of Incorporation as of January 3, 2013
|
|
3.2
|
Bylaws (2)
|
|
4.1
|
Certificate of Designation of Series D Convertible Preferred Stock dated November 10, 2012 ( )
|
|
4.2
|
Certificate of Designation of Series E Convertible Preferred Stock dated March 9, 2012 ( )
|
|
10.17
|
Registration Rights Agreement with Cornell Capital Partners, LP dated June 14, 2005 (10)
|
|
10.18
|
Escrow Agreement with Cornell Capital Partners, LP and David Gonzalez, Esq. dated June 14, 2005 (10)
|
|
10.19
|
Promissory Note for $300,000 issued to Cornell Capital Partners, LP dated June 14, 2005 (10)
|
|
10.21
|
Securities Purchase Agreement with Cornell Capital Partners, LP dated October 7, 2005 (11)
|
|
10.22
|
Registration Rights with Cornell Capital Partners, LP dated October 7, 2005 (11)
|
|
10.23
|
Convertible Debenture issued to Cornell Capital Partners, LP dated October 7, 2005 (11)
|
|
10.24
|
Security Agreement with Cornell Capital Partners, LP dated October 7, 2005 (11)
|
|
10.25
|
Escrow Agreement with David Gonzalez and Cornell Capital Partners, LP dated October 7, 2005 (11)
|
10.28
|
Stock Option Plan adopted on April 12, 2005 and amended on April 12, 2006 (14)
|
|
10.29
|
Amended and Restated Stock Option Plan amended on July 24, 2006 (15)
|
|
10.30
|
Convertible Debenture dated July 21, 2006 (16)
|
|
10.31
|
Form of $0.05 Warrant (16)
|
|
10.32
|
Form of $0.10 Warrant (16)
|
|
10.33
|
Form of $0.025 Warrant (16)
|
|
10.34
|
Form of $0.065 Warrant (16)
|
|
10.35
|
Form of $0.075 Warrant (16)
|
|
10.36
|
Securities Purchase Agreement dated July 21, 2006 between the Company and Cornell (16)
|
|
10.37
|
Investor Registration Rights Agreement dated July 21, 2006 between the Company and Cornell (16)
|
10.38
|
Security Agreement dated July 21, 2006 by and between the Company and Cornell (16)
|
|
10.39
|
Subsidiary Security Agreement dated July 21, 2006 by and between CoroWare Technologies, Inc. and Cornell (16)
|
|
10.41
|
Asset Purchase Agreement by and among Innova Holdings, Inc., CoroWare Technologies Inc. and CoroWare, Inc. dated May 12, 2006. (18)
|
|
10.42
|
Form of Executive Employment Agreement. (18)
|
10.44
|
Conversion Agreement dated as of October 19, 2007, by and between Innova Robotics and Automation, Inc. and Jerry Horne (22)
|
|
10.45
|
Securities Purchase Agreement, dated October 25 t , 2007 (22)
|
|
10.46
|
Secured Convertible Debenture, dated October 25 th , 2007 (22)
|
|
10.47
|
Redemption Warrant, dated October 25 th , 2007 (22)
|
|
10.48
|
Registration Rights Agreement, dated October 25 th , 2007 (22)
|
|
10.49
|
Security Agreement, dated October 25 th , 2007 (22)
|
|
10.50
|
Robotic Workspace Technologies, Inc. Patent and Trademark Agreement, dated October 25 th , 2007 (22)
|
|
10.51
|
Form of Series C Convertible Preferred Stock Subscription Agreement, dated October 13, 2007 (22)
|
|
10.52
|
Form of Warrant, dated October 13, 2007 (22)
|
|
10.53
|
Certificate of Designation (22)
|
10.54
|
Employment Termination and Retirement Agreement, dated December 18, 2007 (21)
|
|
10.55
|
Consulting Agreement, dated December 18, 2007 (21)
|
|
10.56
|
Securities Purchase Agreement, dated March 20 th , 2008 (23)
|
|
10.57
|
Secured Convertible Debenture, dated March 20 th , 2008 (23)
|
|
10.58
|
Warrant, dated March 20 th , 2008 (23)
|
|
10.59
|
Registration Rights Agreement, dated March 20 th , 2008 (23)
|
|
10.60
|
Security Agreement, dated November 2 nd , 2007 (23)
|
|
10.61
|
Patent and Trademark Security Agreement, dated October 29 th , 2007 (23)
|
|
10.62
|
Amendment Agreement, dated March 20 th , 2008 (23)
|
|
10.63
|
Amendment to Articles of Incorporation dated April 23, 2008
|
|
10.64
|
2008 Incentive Stock Plan
|
|
10.65
|
Amended 2008 Incentive Stock Plan
|
|
10.66
|
Amendment to Articles of Incorporation dated January 23, 2009
|
|
10.67
|
Joint Venture Agreement
|
|
14.1
|
Code of Ethics
|
|
21.1
|
List of Subsidiaries *
|
|
31
|
Rule 13(a) -14(a)/15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer*
|
|
32
|
Section 1350 Certification of Chief Executive Officer and Principal Financial Officer*
|
(1)
|
Incorporated by reference to the Form 8-K filed on February 4, 2003.
|
(2)
|
Incorporated by reference to the Form SB-2 filed on August 7, 2001.
|
(3)
|
Incorporated by reference to the Form 10-KSB filed on April 24, 2003.
|
(4)
|
Incorporated by reference to the Form 8-K filed on May 13, 2003.
|
(5)
|
Incorporated by reference to the Form 8-K filed on August 8, 2004.
|
(6)
|
Incorporated by reference to the Form 14C filed on June 30, 2004.
|
(7)
|
Incorporated by reference to the Form 8-K filed on September 28, 2004.
|
(8)
|
Incorporated by reference to the Form 8-K filed on January 11, 2005.
|
(9)
|
Incorporated by reference to the Form 10-KSB filed on April 19, 2005.
|
(10)
|
Incorporated by reference to the Form 8-K filed on June 16, 2005.
|
(11)
|
Incorporated by reference to the Form 8-K filed on October 19, 2006.
|
(12)
|
Incorporated by reference to the Form 8-K filed on July 6, 2005.
|
(13)
|
Incorporated by reference to the Form 8-K filed on January 27, 2006.
|
(14)
|
Incorporated by reference to the Form 10-KSB filed on April 19, 2006.
|
(15)
|
Incorporated by reference to Amendment 1 to the Schedule 14A filed on July 31, 2006.
|
(16)
|
Incorporated by reference to the Form 8-K filed on July 25, 2006.
|
(17)
|
Incorporated by reference to the Form 8-K filed on June 22, 2006.
|
(18)
|
Incorporated by reference to the Form 8-K filed on May 22, 2006.
|
(19)
|
Incorporated by reference to the Form 8-K filed on May 3, 2006.
|
(20)
|
Incorporated by reference to the Registration Statement on Form SB-2 filed on November 9, 2007.
|
(21)
|
Incorporated by reference to the Form 8-K filed on December 26, 2007.
|
(22)
|
Incorporated by reference to the Registration Statement on Form S-1 filed on February 13, 2008
|
(23)
|
Incorporated by reference to the Form 8-K filed on March 26, 2008.
|
(24)
|
Incorporated by reference to the Form 10-KSB filed April 15, 2008
|
(25)
|
Incorporated by reference to the Form 8-K filed on May 14, 2008.
|
(26)
|
Incorporated by reference to the Form 10-Q filed on May 20, 2008.
|
(27)
|
Incorporated by reference to the Form S-8 filed on May 29, 2008.
|
(28)
|
Incorporated by reference to the Form S-8 filed on July 30, 2008.
|
(29)
|
Incorporated by reference to the Form 10-Q filed on August 19, 2008.
|
(30)
|
Incorporated by reference to the Form 8-K filed on November 19, 2008.
|
(31)
|
Incorporated by reference to the Form 10-Q filed on November 19, 2008.
|
(32)
|
Incorporated by reference to the Form 8-K filed on March 18, 2009.
|
(33)
|
Incorporated by reference to the Form 8-K filed on April 7, 2009.
|
(34)
|
Incorporated by reference to the Form 5 filed on May 12, 2009.
|
(35)
|
Incorporated by reference to the Form 10-K filed on May 18, 2009.
|
(36)
|
Incorporated by reference to the Form 10Q filed on May 20, 2009.
|
(37)
|
Incorporated by reference to the Form 8-K filed on August 7, 2009.
|
(38)
|
Incorporated by reference to the Form 10Q filed on August 19, 2009.
|
(39)
|
Incorporated by reference to the Form 8-K filed on August 28, 2009.
|
(40)
|
Incorporated by reference to the Form 8-K filed on October 22, 2009.
|
(41)
|
Incorporated by reference to the Form 10Q filed on November 23, 2009.
|
(42)
|
Incorporated by reference to the Form S-8 filed on December 16, 2009.
|
(43)
|
Incorporated by reference to the Form 8-K filed on January 10, 2010.
|
(44)
|
Incorporated by reference to the Form S-8 filed on March 29, 2010.
|
(45)
|
Incorporated by reference to the Form 10K filed on May 12, 2010.
|
(46)
|
Incorporated by reference to the Form 10Q filed on May 24, 2010.
|
(47)
|
Incorporated by reference to the Form 10Q filed on August 23, 2010.
|
(48)
|
Incorporated by reference to the Form 8K filed on September 17, 2010.
|
(49)
|
Incorporated by reference to the Form 10Q filed on November 22, 2010.
|
(50)
|
Incorporated by reference to the Form SC 13G filed on December 2, 2010.
|
(51)
|
Incorporated by reference to the Form S-8 filed on December 21, 2010.
|
(52)
|
Incorporated by reference to the Form 10K/A filed on January 5, 2012.
|
(53)
|
Incorporated by reference to the Form S-8 POS filed on February 22, 2012.
|
(54)
|
Incorporated by reference to the Form 8K filed on March 16, 2012.
|
(55)
|
Incorporated by reference to the Form NT 10-K filed on March 30, 2012.
|
(56)
|
Incorporated by reference to the Form 8K filed on April 14, 2012.
|
(57)
|
Incorporated by reference to the Form 10K filed on April 15, 2012.
|
(58)
|
Incorporated by reference to the Form NT 10-Q filed on May 16, 2012.
|
(59)
|
Incorporated by reference to the Form 10-Q filed on June 6, 2012.
|
(60)
|
Incorporated by reference to the Form Pre 14C filed on June 24, 2012.
|
(61)
|
Incorporated by reference to the Form Def 14A filed on July 29, 2012.
|
(62)
|
Incorporated by reference to the Form NT 10-Q filed on August 15, 2012.
|
(63)
|
Incorporated by reference to the Form Defr 14A filed on August 18, 2012.
|
(64)
|
Incorporated by reference to the Form 10-Q filed on August 19, 2012.
|
(65)
|
Incorporated by reference to the Form 10-Q/A filed on September 22, 2012.
|
(66)
|
Incorporated by reference to the Form 8K filed on September 23, 2012.
|
(67)
|
Incorporated by reference to the Form 3 filed on October 3, 2012.
|
(68)
|
Incorporated by reference to the Form 4 filed on October 3, 2012.
|
(69)
|
Incorporated by reference to the Form 8K filed on November 9, 2012.
|
(70)
|
Incorporated by reference to the Form 8KA filed on November 14, 2012.
|
(71)
|
Incorporated by reference to the Form NT 10-Q filed on November 14, 2012.
|
(72)
|
Incorporated by reference to the Form 8K filed on November 16, 2012.
|
(73)
|
Incorporated by reference to the Form Pre 14C filed on November 16, 2012.
|
(74)
|
Incorporated by reference to the Form 10-Q filed on November 21, 2012.
|
(78)
|
Incorporated by reference to the Form 8K/A filed December 12, 2012.
|
(79)
|
Incorporated by reference to the Form 8K/A filed on December 12, 2012.
|
(80)
|
Incorporated by reference to the Form Pre 14C filed on December 12, 2012.
|
(81)
|
Incorporated by reference to the Form Def 14C filed on December 12, 2012
|
(82)
|
Incorporated by reference to the Form 8K/A filed on December 13, 2012.
|
(83)
|
Incorporated by reference to the Form S-8 filed on March 7, 2012.
|
(84)
|
Incorporated by reference to the Form 8-K filed on March 7, 2012.
|
(85)
|
Incorporated by reference to the Form NT-10K filed on March 30, 2012.
|
(86)
|
Incorporated by reference to the Form 10K filed on April 16, 2012.
|
(87)
|
Incorporated by reference to the Form 10-K/A filed on April 18, 2012.
|
(88)
|
Incorporated by reference to the Form 10-K/A filed on April 25, 2012.
|
(89)
|
Incorporated by reference to the Form Pre 14C filed on May 4, 2012.
|
(90)
|
Incorporated by reference to the Form 10-Q filed on May 21, 2012.
|
(91)
|
Incorporated by reference to the Form Pre 14C filed on June 11, 2012.
|
(92)
|
Incorporated by reference to the Form Def 14C filed on June 15, 2012.
|
(93)
|
Incorporated by reference to the Form 8-K filed on July 11, 2012.
|
(94)
|
Incorporated by reference to the Form NT 10-Q filed on August 14, 2012.
|
(95)
|
Incorporated by reference to the Form 10-Q filed on August 20, 2012.
|
(96)
|
Incorporated by reference to the Form S-8 filed on August 23, 2012.
|
(97)
|
Incorporated by reference to the Form 3 filed on October 1, 2012.
|
(98)
|
Incorporated by reference to the Form 8-K filed on October 3, 2012.
|
(99)
|
Incorporated by reference to the Form S-8 filed on October 30, 2012.
|
(100)
|
Incorporated by reference to the Form NT 10-Q filed on November 13, 2012.
|
(101)
|
Incorporated by reference to the Form 10-Q filed on November 19, 2012.
|
(102)
|
Incorporated by reference to the Form S-8 filed on January 28, 2013.
|
(103)
|
Incorporated by reference to the Form 10-Q/A filed on January 31, 2013.
|
(104)
|
Incorporated by reference to the Form 10-Q/A filed on January 31, 2013.
|
(105)
|
Incorporated by reference to the Form 10-K/A filed on January 31, 2013.
|
(106)
|
Incorporated by reference to the Form Pre 14C filed on February 28, 2013.
|
(107)
|
Incorporated by reference to the Form 5 filed on March 5, 2013.
|
(108)
|
Incorporated by reference to the Form 4 filed on March 5, 2013.
|
(109)
|
Incorporated by reference to the Form Def 14C filed on March 25, 2013.
|
(110)
|
Incorporated by reference to the Form 8-K filed on April 15, 2013.
|
(111)
|
Incorporated by reference to the Form 10K/A filed on May 23, 2013.
|
(112)
|
Incorporated by reference to the Form 10-Q filed on June 4, 2013.
|
(113)
|
Incorporated by reference to the Form 10-Q/As filed on June 18, 2013.
|
(114)
|
Incorporated by reference to the Form 10-Q/A filed on June 19, 2013.
|
(115)
|
Incorporated by reference to the Form 10-Q filed on August 19, 2013.
|
(116)
|
Incorporated by reference to the Form 8-K/A filed on August 20, 2013.
|
(117)
|
Incorporated by reference to the Form 8-K filed on August 22, 2013.
|
(118)
|
Incorporated by reference to the Form 8-K/A filed on August 28, 2013.
|
(119)
|
Incorporated by reference to the Form 8-K filed on October 10, 2013.
|
(120)
|
Incorporated by reference to the Form 10-Q filed on November 19, 2013.
|
(121)
|
Incorporated by reference to the Form Def 14C filed on November 25, 2013.
|
(122)
|
Incorporated by reference to the Form 8-K filed on December 13, 2013.
|
(123)
|
Incorporated by reference to the Form 8-K/A filed on December 24, 2013.
|
(124)
|
Incorporated by reference to the Form 10-Q/A filed on January 9, 2014.
|
(125)
|
Incorporated by reference to the Form 10-Q/A filed on January 9, 2014
|
(126)
|
Incorporated by reference to the Form 8-K filed on February 14, 2014
|
(127)
|
Incorporated by reference to the Form SC 13G filed on February 20, 2014
|
(128)
|
Incorporated by reference to the Form NT 10-K filed on March 28, 2014
|
(129)
|
Incorporated by reference to the Form 10-Q/A filed on March 31, 2014
|
(130)
|
Incorporated by reference to the Form 8-K filed on April 28, 2014
|
(131)
|
Incorporated by reference to the Form NT 10-Q filed on May 15, 2014
|
(132)
|
Incorporated by reference to the Form SC 13G/A filed on June 11, 2014
|
(133)
|
Incorporated by reference to the Form SC 13G filed on July 10, 2014
|
(134)
|
Incorporated by reference to the Form NT 10-Q filed on August 15, 2014
|
(135)
|
Incorporated by reference to the Form 8-K filed on August 28, 2014
|
(136)
|
Incorporated by reference to the Form 8-K filed on September 8, 2014
|
(137)
|
Incorporated by reference to the Form NTN 10Q filed on November 18, 2014
|
(138)
|
Incorporated by reference to the Form 10-K filed on November 24, 2014
|
(139)
|
Incorporated by reference to the Form 10-Q filed on January 6, 2015
|
(140)
|
Incorporated by reference to the Form NT 10-K filed on April 1, 2015
|
(141)
|
Incorporated by reference to the Form 10-Q filed on April 20, 2015
|
(142)
|
Incorporated by reference to the Form 10-Q filed on May 11, 2015
|
(143)
|
Incorporated by reference to the Form SC 13G/A filed on July 8, 2015
|
(144)
|
Incorporated by reference to the Form 10-K filed on August 24, 2015
|
(145)
|
Incorporated by reference to the Form 8-K filed on September 9, 2015
|
(146)
|
Incorporated by reference to the Form 10-Q filed on October 19, 2015
|
(147)
|
Incorporated by reference to the Form 10-Q filed on October 19, 2015
|
(148)
|
Incorporated by reference to the Form 8-K filed on November 4, 2015
|
(149)
|
Incorporated by reference to the Form 10-Q filed on November 13, 2015
|
(150)
|
Incorporated by reference to the Form 8-K filed on November 19, 2015
|
(151)
|
Incorporated by reference to the Form 8-K filed on November 25, 2015
|
(152)
|
Incorporated by reference to the Form 8-K filed on December 8, 2015
|
(153)
|
Incorporated by reference to the Form 8-K filed on December 14, 2015
|
(154)
|
Incorporated by reference to the Form 8-K filed on January 8, 2016
|
(155)
|
Incorporated by reference to the Form 8-K filed on February 12, 2016
|
(156)
|
Incorporated by reference to the Form 8-K filed on March 22, 2016
|
(157)
|
Incorporated by reference to the Form NT 10-K filed on March 31, 2016
|
(158)
|
Incorporated by reference to the Form 8-K filed on May 9, 2016
|
(159)
|
Incorporated by reference to the Form NT 10-Q filed on May 17, 2016
|
COROWARE, INC.
|
|||
By:
|
/s/ Lloyd T. Spencer
|
||
Lloyd T. Spencer
|
|||
Chief Executive Officer and
Interim Chief Financial Officer
(Principal Executive Officer and Principal
Accounting and Financial Officer)
|
Signature
|
Title
|
Date
|
||
/s/ Lloyd T. Spencer
|
||||
Lloyd T. Spencer
|
Chief Executive Officer and Interim Chief Financial
Officer, Chairman of the Board of Directors
(Principal Executive Officer and Principal
Accounting and Financial Officer),
|
May 23, 2016
|
Page
|
||||
Report of Independent Registered Public Accounting Firm
|
F-2
|
|||
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
F-3
|
|||
Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014
|
F-4
|
|||
Consolidated Statements of Stockholders' Deficit for the Years Ended December 31, 2015 and 2014
|
F-5
|
|||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014
|
F-6
|
|||
Notes to Consolidated Financial Statements
|
F-7 – F-30
|
The accompanying notes are an integral part of these consolidated financial statements
|
For the Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
(Restated)
|
||||||||
REVENUES, NET
|
$ | 5,461,238 | $ | 1,943,729 | ||||
COST OF SALES
|
4,369,390 | 1,480,228 | ||||||
GROSS PROFIT
|
1,091,848 | 463,501 | ||||||
OPERATING EXPENSES
|
||||||||
General and administrative
|
850,285 | 2,379,736 | ||||||
Sales and marketing
|
81,463 | 86,380 | ||||||
Research and development
|
146,284 | 106,842 | ||||||
Depreciation and amortization
|
8,406 | 12,078 | ||||||
TOTAL OPERATING EXPENSES
|
1,086,438 | 2,585,036 | ||||||
INCOME (LOSS) FROM OPERATIONS
|
5,410 | (2,121,535 | ) | |||||
OTHER EXPENSES
|
||||||||
Change in derivative liabilities
|
(1,196,257 | ) | (3,709,967 | ) | ||||
Interest expense, net
|
(944,410 | ) | (1,110,281 | ) | ||||
Uncollectible securities
|
- | (6,331 | ) | |||||
Loss on extinguishment of debt
|
(172,139 | ) | (990,282 | ) | ||||
TOTAL OTHER EXPENSES
|
(2,312,806 | ) | (5,816,861 | ) | ||||
LOSS BEFORE NON CONTROLLING INTEREST
|
(2,307,396 | ) | (7,938,396 | ) | ||||
Net loss attributable to non controlling interest
|
- | (705 | ) | |||||
NET LOSS
|
$ | (2,307,396 | ) | $ | (7,939,101 | ) | ||
BASIC AND DILUTED LOSS PER SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
|
||||||||
Basic and diluted
|
8,505,284,116 | 5,743,362,993 |
The accompanying notes are an integral part of these consolidated financial statements
|
Additional | Non | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid-In | Controlling | Treasury | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||
Series B | Series D | Series E | Series F | Series G | Amount | Shares | Amount | Capital | Interest |
Stock
|
Deficit
|
Total
|
||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2013
|
159,666 | 100,000 | 339,559 | - | - | $ | 599 | 23,610,123 | $ | 2,361 | $ | 25,912,563 | $ | 91,553 | $ | (179 | ) | $ | (41,704,178 | ) | $ | (15,697,281 | ) | |||||||||||||||||||||||||||||
Preferred shares issued for
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
services rendered
|
- | - | 335,000 | - | - | 335 | - | - | 854,270 | - | - | - | 854,605 | |||||||||||||||||||||||||||||||||||||||
Preferred shares issued for
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
settlement of debt
|
- | - | 272,856 | 190,000 | 25,000 | 488 | - | - | 958,044 | - | - | - | 958,532 | |||||||||||||||||||||||||||||||||||||||
Common stock issued
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
for convertible debt
|
- | - | - | - | - | - | 8,127,192,772 | 812,719 | 3,231,202 | - | - | - | 4,043,921 | |||||||||||||||||||||||||||||||||||||||
Common shares issued
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
in conversion of Series E
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
preferred stock
|
- | - | (149,331 | ) | - | - | (149 | ) | 263,475,257 | 26,348 | 433,019 | - | - | - | 459,218 | |||||||||||||||||||||||||||||||||||||
Non-controlling interest
|
- | - | - | - | - | - | - | - | - | 705 | - | - | 705 | |||||||||||||||||||||||||||||||||||||||
Net loss for year ended
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2014
|
- | - | - | - | - | - | - | - | - | - | - | (7,939,101 | ) | (7,939,101 | ) | |||||||||||||||||||||||||||||||||||||
Balance, December 31, 2014
(Restated) |
159,666 | 100,000 | 798,084 | 190,000 | 25,000 | $ | 1,273 | 8,414,278,152 | $ | 841,428 | $ | 31,389,098 | $ | 92,258 | $ | (179 | ) | $ | (49,643,279 | ) | $ | (17,319,401 | ) | |||||||||||||||||||||||||||||
Preferred shares issued for
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
services rendered
|
- | - | 10,000 | - | - | 10 | - | - | 9,990 | - | - | - | 10,000 | |||||||||||||||||||||||||||||||||||||||
Common stock issued
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
for convertible debt
|
- | - | - | - | - | - | 474,531,098 | 47,453 | 37,158 | - | - | - | 84,611 | |||||||||||||||||||||||||||||||||||||||
Repurchase of common and
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
preferred stock into
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
treasury
|
- | - | (2,692 | ) | - | - | (3 | ) | - | - | (3,497 | ) | - | (12,993 | ) | - | (16,493 | ) | ||||||||||||||||||||||||||||||||||
Net loss for year ended
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2015
|
- | - | - | - | - | - | - | - | - | - | - | (2,307,396 | ) | (2,307,396 | ) | |||||||||||||||||||||||||||||||||||||
Balance, December 31, 2015
|
159,666 | 100,000 | 805,392 | 190,000 | 25,000 | $ | 1,280 | 8,888,809,250 | $ | 888,881 | $ | 31,432,749 | $ | 92,258 | $ | (13,172 | ) | $ | (51,950,675 | ) | $ | (19,548,679 | ) |
The accompanying notes are an integral part of these consolidated financial statements
|
For the Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
(Restated)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (2,307,396 | ) | $ | (7,939,101 | ) | ||
Net loss attributable to non controlling interest
|
- | 705 | ||||||
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
8,406 | 12,206 | ||||||
Expenses paid on behalf of the Company by related parties
|
- | 28,500 | ||||||
Amortization of debt discounts
|
165,154 | 362,453 | ||||||
Loss on settlement of liabilities
|
- | 990,282 | ||||||
Change in derivative liability
|
1,187,207 | 2,354,800 | ||||||
Excess derivative
|
- | 1,355,167 | ||||||
Preferred stock issued for services and compensation
|
10,000 | 854,605 | ||||||
Debt issuance costs
|
70,020 | - | ||||||
Gain on extinguishment of convertible debt
|
(39,170 | ) | - | |||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(112,590 | ) | (65,967 | ) | ||||
Inventory
|
(1,808 | ) | 18,086 | |||||
Other current assets
|
- | 1,109 | ||||||
Other assets
|
(3 | ) | 613 | |||||
Accounts payable and accrued expenses
|
1,157,239 | 1,958,045 | ||||||
Accrued expenses - related parties
|
49,076 | (4,857 | ) | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
186,135 | (73,354 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(20,915 | ) | (16,963 | ) | ||||
NET CASH USED IN INVESTING ACTIVITIES
|
(20,915 | ) | (16,963 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from obligations collateralized by receivables
|
608,500 | - | ||||||
Payments towards obligations collateralized by receivables
|
(671,222 | ) | (65,363 | ) | ||||
Proceeds from convertible debt financings
|
16,500 | 170,500 | ||||||
Payments towards convertible debt
|
(9,000 | ) | - | |||||
Proceeds from notes payable
|
18,500 | - | ||||||
Payments towards notes payable
|
(21,000 | ) | - | |||||
Proceeds from related party loans
|
4,939 | 22,269 | ||||||
Payments towards related party loans
|
(24,567 | ) | (9,410 | ) | ||||
Repurchase of common and preferred stock into treasury
|
(16,493 | ) | - | |||||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
(93,843 | ) | 117,996 | |||||
Net increase in cash
|
71,377 | 27,679 | ||||||
Cash at beginning of year
|
27,679 | - | ||||||
Cash at end of year
|
$ | 99,056 | $ | 27,679 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Cash paid for interest
|
$ | - | $ | - | ||||
Cash paid for income taxes
|
$ | - | $ | - | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Debt discounts on convertible notes payable
|
$ | 9,050 | $ | 280,643 | ||||
Assignments and assumptions of debt
|
$ | 188,356 | $ | 341,542 | ||||
Preferred stock issued in settlement of debt
|
$ | - | $ | 1,770,393 | ||||
Conversion of Preferred E stock in to common stock
|
$ | - | $ | 459,367 | ||||
Common stock issued upon conversion of debt
|
$ | 20,216 | $ | 4,043,921 | ||||
Debt discounts on obligations collateralized by receivables
|
$ | 221,280 | $ | - |
The accompanying notes are an integral part of these consolidated financial statements
|
Restated
|
Previously Reported
|
|||||||||||
December 31, 2014
|
December 31, 2014
|
Differences
|
||||||||||
REVENUES, NET
|
$ | 1,943,729 | $ | 1,943,729 | $ | - | ||||||
COST OF SALES
|
1,480,228 | 1,480,228 | - | |||||||||
GROSS PROFIT
|
463,501 | 463,501 | - | |||||||||
OPERATING EXPENSES
|
||||||||||||
General and administrative
|
2,379,736 | 2,842,427 | (462,691 | ) | ||||||||
Sales and marketing
|
86,380 | - | 86,380 | |||||||||
Research and development
|
106,842 | 106,842 | - | |||||||||
Depreciation and amortization
|
12,078 | 12,078 | - | |||||||||
TOTAL OPERATING EXPENSES
|
2,585,036 | 2,961,347 | (376,311 | ) | ||||||||
INCOME (LOSS) FROM OPERATIONS
|
(2,121,535 | ) | (2,497,846 | ) | 376,311 | |||||||
OTHER EXPENSES
|
||||||||||||
Change in derivative liabilities
|
(3,709,967 | ) | (3,942,562 | ) | 232,595 | |||||||
Interest expense, net
|
(1,110,281 | ) | (956,806 | ) | (153,475 | ) | ||||||
Uncollectible securities
|
(6,331 | ) | (6,331 | ) | - | |||||||
Loss on extinguishment of debt
|
(990,282 | ) | (990,282 | ) | - | |||||||
TOTAL OTHER EXPENSES
|
(5,816,861 | ) | (5,895,981 | ) | 79,120 | |||||||
LOSS BEFORE NON CONTROLLING INTEREST
|
(7,938,396 | ) | (8,393,827 | ) | 455,431 | |||||||
Net loss attributable to non controlling interest
|
(705 | ) | (705 | ) | - | |||||||
NET LOSS
|
$ | (7,939,101 | ) | $ | (8,394,532 | ) | $ | 455,431 |
Restated
|
Previously Reported
|
|||||||||||
December 31, 2014
|
December 31, 2014
|
Differences
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net loss
|
$ | (7,939,101 | ) | $ | (8,394,532 | ) | $ | 455,431 | ||||
Net loss attributable to non controlling interest
|
705 | 705 | - | |||||||||
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||||||
Depreciation and amortization
|
12,206 | 12,206 | - | |||||||||
Expenses paid on behalf of the Company by related parties
|
28,500 | 28,500 | - | |||||||||
Amortization of debt discounts
|
362,453 | 362,453 | - | |||||||||
Loss on settlement of liabilities
|
990,282 | 990,282 | - | |||||||||
Change in derivative liability
|
2,354,800 | 2,587,395 | (232,595 | ) | ||||||||
Excess derivative
|
1,355,167 | 1,355,167 | - | |||||||||
Preferred stock issued for services and compensation
|
854,605 | 854,605 | - | |||||||||
Debt issuance costs
|
- | - | - | |||||||||
Gain on extinguishment of convertible debt
|
- | - | - | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
(65,967 | ) | (65,967 | ) | - | |||||||
Inventory
|
18,086 | 18,086 | - | |||||||||
Other current assets
|
1,109 | 1,109 | - | |||||||||
Other assets
|
613 | 613 | - | |||||||||
Accounts payable and accrued expenses
|
1,958,045 | 2,180,881 | (222,836 | ) | ||||||||
Accrued expenses - related parties
|
(4,857 | ) | (4,857 | ) | - | |||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(73,354 | ) | (73,354 | ) | - | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Purchase of property and equipment
|
(16,963 | ) | (16,963 | ) | - | |||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(16,963 | ) | (16,963 | ) | - | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from obligations collateralized by receivables
|
- | - | - | |||||||||
Payments towards obligations collateralized by receivables
|
(65,363 | ) | (65,363 | ) | - | |||||||
Proceeds from convertible debt financings
|
170,500 | 170,500 | - | |||||||||
Payments towards convertible debt
|
- | - | - | |||||||||
Proceeds from notes payable
|
- | - | - | |||||||||
Payments towards notes payable
|
- | - | - | |||||||||
Proceeds from related party loans
|
22,269 | 22,269 | - | |||||||||
Payments towards related party loans
|
(9,410 | ) | (9,410 | ) | - | |||||||
Repurchase of common and preferred stock into treasury
|
- | - | - | |||||||||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
117,996 | 117,996 | - | |||||||||
Net increase in cash
|
27,679 | 27,679 | - | |||||||||
Cash at beginning of year
|
- | - | - | |||||||||
Cash at end of year
|
$ | 27,679 | $ | 27,679 | $ | - | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||
Debt discounts on convertible notes payable
|
$ | 280,643 | $ | 280,643 | $ | - | ||||||
Assignments and assumptions of debt
|
$ | 341,542 | $ | 341,542 | $ | - | ||||||
Preferred stock issued in settlement of debt
|
$ | 1,770,393 | $ | 1,770,393 | $ | - | ||||||
Conversion of Preferred E stock in to common stock
|
$ | 459,367 | $ | 459,367 | $ | - | ||||||
Common stock issued upon conversion of debt
|
$ | 4,043,921 | $ | 4,043,921 | $ | - | ||||||
Debt discounts on obligations collateralized by receivables
|
$ | - | $ | - | $ | - |
Leasehold improvements
|
Remaining term of lease
|
Furniture and fixtures
|
5-7 years
|
Computer equipment and software
|
3-5 years
|
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
Level 3 |
Pricing inputs that are generally unobservable inputs and not corroborated by market data.
|
Assets and liabilities measured at fair value on a recurring basis at
December 31, 2015
|
Level 1
|
Level 2
|
Level 3
|
Total
Carrying
Value
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
(7,396,430)
|
$
|
-
|
$
|
(7,396,430
|
)
|
Assets and liabilities measured at fair value on a recurring basis at
December 31, 2014
|
Level 1
|
Level 2
|
Level 3
|
Total
Carrying
Value
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
(6,200,173)
|
$
|
-
|
$
|
(6,200,173
|
)
|
2015
|
2014
|
||||||||
Percent of
Revenues
|
Percent of
Receivables
|
Percent of
Revenues
|
Percent of
Receivables
|
||||||
Customer 1
|
99.24%
|
86.14%
|
96.85%
|
90.26%
|
December 31,
2015
|
December 31,
2014
|
|||||||
Raw materials
|
$
|
-
|
$
|
-
|
||||
Work in process
|
-
|
-
|
||||||
Finished goods
|
7,323
|
5,515
|
||||||
Subtotal
|
7,323
|
5,515
|
||||||
Less: inventory reserve
|
-
|
-
|
||||||
Inventory, net
|
$
|
7,323
|
$
|
5,515
|
December 31,
2015
|
December 31,
2014
|
|||||||
Computer equipment
|
$
|
123,627
|
$
|
102,710
|
||||
Furniture and fixtures
|
7,862
|
7,862
|
||||||
Subtotal
|
131,489
|
110,572
|
||||||
Less: accumulated depreciation
|
(101,403)
|
(92,995
|
)
|
|||||
Property and equipment, net
|
$
|
30,086
|
$
|
17,577
|
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Capefirst obligations
|
$ | 140,936 | $ | 63,466 | ||||
Accounts payable
|
1,284,800 | 1,882,257 | ||||||
Accrued expenses
|
30,043 | 473,206 | ||||||
Dividends payable
|
15,969 | 15,969 | ||||||
Credit cards payable
|
66,213 | 114,028 | ||||||
Accrued interest
|
3,754,941 | 3,261,124 | ||||||
Accrued payroll
|
150,866 | 123,825 | ||||||
Accrued PTO
|
100,630 | 68,904 | ||||||
Commissions payable
|
219,505 | 225,359 | ||||||
Payroll taxes payable
|
2,039,920 | 631,380 | ||||||
Garnishment liens payable
|
26,982 | 22,279 | ||||||
Pension plan payable
|
20,274 | 43 | ||||||
Flex spending payable
|
791 | 1,147 | ||||||
Total
|
$ | 7,851,870 | $ | 6,882,987 |
2015
|
2014
|
|||||||
Risk-free interest rate
|
0.89% - 1.31
|
%
|
0.02% - 1.78
|
%
|
||||
Expected options life
|
1 - 3 yrs
|
1 - 3 yrs
|
||||||
Expected dividend yield
|
-
|
-
|
||||||
Expected price volatility
|
295.78% - 531.45
|
%
|
280.03% - 643.07
|
%
|
Number of
Options and
Warrants
|
||||
Outstanding at December 31, 2013
|
53,164
|
|||
Options and warrants granted
|
-
|
|||
Options and warrants exercised
|
-
|
|||
Options and warrants forfeited or expired
|
(15,000)
|
|||
Outstanding at December 31, 2014
|
38,164
|
|||
Exercisable at December 31, 2014
|
38,164
|
|||
Options and warrants granted
|
-
|
|||
Options and warrants exercised
|
-
|
|||
Options and warrants forfeited or expired
|
-
|
|||
Outstanding at December 31, 2015
|
38,164
|
|||
Exercisable at December 31, 2015
|
38,164
|
Risk-free interest rate
|
0.10
|
%
|
||
Expected options life
|
4.00
|
|||
Expected dividend yield
|
-
|
|||
Expected price volatility
|
455.48
|
%
|
Options and Warrants
Outstanding
|
Options and Warrants
Exercisable
|
|||||||||||||||||||
Range of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life (in
years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||
$1 to $69
|
38,164
|
2.12
|
$ |
3.60
|
38,164
|
$ |
3.60
|
|||||||||||||
38,164
|
2.12
|
$ |
3.60
|
38,164
|
$ |
3.60
|
Options and Warrants
Outstanding
|
Options and Warrants
Exercisable
|
|||||||||||||||||||
Range of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life (in
years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||
$1 to $69
|
38,164
|
2.37
|
$ |
3.60
|
38,164
|
$ |
3.60
|
|||||||||||||
$70 to $120
|
15,000
|
0.48
|
$ |
93.33
|
15,000
|
$ |
93.33
|
|||||||||||||
$121 to $1,200
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
53,164
|
1.84
|
$ |
28.92
|
53,164
|
$ |
28.92
|
For the Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Current operations
|
$
|
784,515
|
$
|
2,699,294
|
||||
Change in valuation allowance
|
(784,515
|
)
|
(2,699,294
|
)
|
||||
Total provision for income taxes
|
$
|
-
|
$
|
-
|
December 31,
2015
|
December 31,
2014
|
|||||||
Loss carryforwards (expire through 2033)
|
$
|
17,663,230
|
$
|
16,878,715
|
||||
Valuation allowance
|
(17,663,230)
|
(16,878,715
|
)
|
|||||
Net deferred taxes
|
$
|
-
|
$
|
-
|
2015
|
$
|
22,550
|
||
2016
|
3,300
|
|||
2017
|
-
|
|||
Thereafter
|
-
|
|||
Total
|
$
|
25,850
|
1 Year Carbonmeta Technologies (PK) Chart |
1 Month Carbonmeta Technologies (PK) Chart |
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