We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Be Active Holdings Inc (CE) | USOTC:JALA | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0007 | 0.00 | 01:00:00 |
[X]
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
[ ]
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|
Delaware
|
68-0678429
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
(Do not check if a smaller reporting company)
|
[ ]
|
Smaller reporting company
|
[X]
|
Page
Number
|
|||||||
2 | |||||||
2 | |||||||
8 | |||||||
13 | |||||||
13 | |||||||
13 | |||||||
14 | |||||||
14 | |||||||
14 | |||||||
15 | |||||||
18 | |||||||
18 | |||||||
18 | |||||||
18 | |||||||
19 | |||||||
20 | |||||||
20 | |||||||
23 | |||||||
25 | |||||||
26 | |||||||
26 | |||||||
27 | |||||||
27 | |||||||
28 |
●
|
improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;
|
●
|
install enhanced management information systems; and
|
●
|
train, motivate and manage our employees.
|
●
|
changes in our industry;
|
●
|
competitive pricing pressures;
|
●
|
our ability to obtain working capital financing;
|
●
|
additions or departures of key personnel;
|
●
|
limited “public float“ in the hands of a small number of persons who sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock;
|
●
|
sales of our common stock;
|
●
|
our ability to execute our business plan;
|
●
|
operating results that fall below expectations;
|
●
|
loss of any strategic relationship;
|
●
|
regulatory developments;
|
●
|
economic and other external factors; and
|
●
|
period-to-period fluctuations in our financial results.
|
●
|
election of our directors;
|
●
|
amendment of our certificate of incorporation or bylaws; and
|
●
|
effecting or preventing a merger, sale of assets or other corporate transaction.
|
Period
|
High
|
Low
|
||||||
October 1, 2015 to December 31, 2015
|
$
|
0.99
|
$
|
0.30
|
||||
July 1, 2015 to September 30, 2015
|
$
|
4.40
|
$
|
0.90
|
||||
April 1, 2015 to June 30, 2015
|
$
|
7.50
|
$
|
2.28
|
||||
January 1, 2015 to March 31, 2015
|
$
|
10.00
|
$
|
3.40
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
Net Sales
|
$
|
25,277
|
$
|
(128,995
|
) | |||
Cost of Goods Sold
|
188,876
|
28,820
|
||||||
Gross Loss
|
(163,599
|
) |
(157,815
|
) | ||||
Operating Expenses:
|
||||||||
Selling Expenses
|
198,675
|
193,848
|
||||||
General and administrative
|
932,563
|
1,437,255
|
||||||
Stock-based compensation
|
-
|
2,166,707
|
||||||
(Decrease) increase in fair value of derivative liability
|
(35,676
|
) |
8,755,391
|
|||||
Loss on issuance of convertible debt
|
614,432
|
149,963
|
||||||
Depreciation and amortization
|
6,684
|
4,317
|
||||||
Total Operating Expenses
|
1,716,678
|
12,707,481
|
||||||
(Loss) from operations before other income (expenses)
|
(1,880,277
|
) |
(12,865,29)
|
) | ||||
Other Income (Expenses):
|
||||||||
Forgiveness of debt income
|
25,555
|
247,021
|
||||||
Amortization of deferred financing costs and debt discount
|
(1,331,663
|
) | - | |||||
Interest expense, net
|
(30,459
|
) |
(292
|
) | ||||
Total Other (Income) Expense
|
(1,336,567
|
) |
246,729
|
|||||
Net (loss)
|
$
|
(3,216,844
|
) |
$
|
(12,618,567
|
) | ||
Gain on extinguishment of Series B convertible preferred stock
|
3,420,804
|
- | ||||||
Deemed dividend on Series C convertible preferred stock | (1,089,000 | ) | - | |||||
Net (loss) attributable to common shareholders
|
(885,040
|
) |
(12,618,567
|
) | ||||
Net (loss) per common share (Basic and fully diluted)
|
$
|
(1.93
|
) |
$
|
(59.62
|
) | ||
Number of shares used to compute net loss per share
|
458,338
|
211,630
|
Name
|
Age
|
Position
|
||
Joseph Rienzi
|
45
|
President and Director
|
||
David Wolfson
|
54
|
Chief Financial Officer and Director
|
||
Saverio Pugliese
|
49
|
Vice President and Director
|
●
|
the subject of any 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;
|
●
|
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
●
|
subject to 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; or
|
●
|
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
(
$)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation
|
Nonqualified Deferred Compensation Earnings
|
All Other Compensation ($)
|
Total
($)
|
||||||||||||||||
Marc Wexler, Former Chief Executive Officer and Chairman
(1)
|
2014
|
34,600 | - | - | - | - | - | - | 34,600 | ||||||||||||||||
Sam Pugliese, Vice President and Director
(2)
|
2015
|
126,154 | - | - | - | - | - | - | 126,154 | ||||||||||||||||
2014
|
151,731 | - | 49,500 | - | - | - | - | 201,231 | |||||||||||||||||
David Wolfson, Chief Financial Officer and Director
(3)
|
2015
|
145,000 | - | - | - | - | - | - | 145,000 | ||||||||||||||||
2014
|
33,577 | - | 63,216 | - | - | - | - | 96,793 | |||||||||||||||||
Joseph Rienzi Secretary and Director
(4)
|
2015
|
147,500 | - | - | - | - | - | - | 147,500 | ||||||||||||||||
2014
|
137,134 | 65,000 | 49,500 | - | - | - | - | 251,634 | |||||||||||||||||
(1) |
Resigned from his positions as of March 22, 2013.
|
(2) |
Vice President and Director of Be Active since March 10, 2009. Appointed President and Director of the Company on January 9, 2013.
|
(3) |
Chief Financial Officer and Director of Be Active since March 10, 2009. Appointed Chief Financial Officer and Director of the Company on January 9, 2013. Compensation does not include payments by Be Active to Schulman Lobel Wolfson Zand Abruzzo Katzen & Blackman LLP , a public accounting firm that provided consulting (non-auditing) services to Be Active. Mr. Wolfson was a partner of Schulman Lobel Wolfson Zand Abruzzo Katzen & Blackman LLP . November 10, 2014, Mr. Wolfson became a partner of Wolfson, Berbenich & Co CPA's LLP.
|
(4) |
Interim President effective May 4, 2015, Secretary and Director. Vice President and Secretary of Be Active Brands, Inc. since its inception on March 10, 2009.
|
Name of Beneficial Owner
|
Number Of Common Shares Beneficially Owned
|
Percentage Owned
(1)
|
Number Of
Series D
Preferred Shares Beneficially Owned
|
Percentage of Total Voting Power
(5)
|
||||||||||||
Saverio Pugliese
(2)
|
316,841 | 3.8 | % | 1,000 | 13.3334 | % | ||||||||||
David Wolfson
(3)
|
6,841 | 1.6 | % | 1,000 | 13.3334 | % | ||||||||||
Joseph Rienzi
(4)
|
316,841 | 3.8 | % | 1,000 | 13.3334 | % | ||||||||||
All directors and officers as a group (4 persons)
|
640,523 | 9.2 | % | 3,000 | 40 | % | ||||||||||
Sandor Capital
(8)
|
128,635 | (8) | 4.79 | % | - | - | ||||||||||
Alpha Capital Anstalt
(6)
|
1667 | (7) | 7.7 | % | - | - | ||||||||||
Brio Capital Master Fund LTD
(7)
|
168,891 | (8) | 9.1 | % | - | - | ||||||||||
Denville & Dover Fund LLC
(9)
|
173,610 | (9) | 9.98 | % | - | - | ||||||||||
Michael Brauser
(10)
|
170,000 | (10) | 9.7 | % | - | - | ||||||||||
Birchtree Capital LLC
(11)
|
160,000 | (11) | 9.2 | % | - | - |
(1)
|
Based on 2,558,680 shares of our common stock issued and outstanding as of March 29, 2016.
|
(2)
|
Vice President and Director of the Company.
|
(3)
|
Chief Financial Officer and Director of the Company.
|
(4)
|
Interim President, Secretary and Director of the Company.
|
(5)
|
Holders of our common stock are entitled to one vote per share. Holders of our Series D preferred stock are entitled to the number of votes on such matters equal to (i) the product of (a) the number of shares of Series B Preferred Stock held by such holder, (b) the number of issued and outstanding shares of the Corporation’s common stock (taking into account the effective outstanding voting rights of the Series B Preferred Stock), as of the record date for the vote and (c) 0.13334 less (ii) the number of shares of common stock beneficially held by such holder on such date.
|
(6)
|
Konrad Ackerman, as Director of Alpha Capital Anstalt has the voting and dispositive power over the securities held for the account of this beneficial owner. Consists of 16,667 shares of Convertible Preferred Series C Stock.
|
(7)
|
Shaye Hirsch, as Director of Brio Capital Master Fund Ltd. has the voting and dispositive power over the securities held for the account of this beneficial owner. Consists of 168,891 shares of common stock
|
(8)
|
Consists of 83,287 shares of common stock, 33,351 warrants to purchase shares common stock and 11,664 shares of Convertible Preferred Series A Stock and 3,33 shares of Convertible Preferred Series C Stock
|
(9)
|
Consists of 173,610 shares of common stock.
|
(10)
|
Consists of 170,000 shares of common stock
|
(11) |
Consists of 160,000 shares of common stock
|
SERVICES
|
2015
|
2014
|
||||||
Audit fees
|
$
|
75,000
|
$
|
65,000
|
||||
Audit-related fees
|
- |
-
|
||||||
Tax fees
|
- |
-
|
||||||
All other fees
|
- |
-
|
||||||
Total fees
|
$
|
75,000
|
$
|
65,000
|
Exhibit No.
|
Description
|
2.1
(7)
|
Agreement and Plan of Merger, dated as of January 9, 2013, by and among Be Active Holdings, Inc., Be Active Brands, Inc. and Be Active Acquisition Corp.
|
2.2
(1)
|
Certificate of Merger, dated January 9, 2013 merging Be Active Acquisition Corp. with and into Be Active Brands, Inc.
|
3.1
(2)
|
Amended and Restate Certificate of Incorporation
|
3.2
(3)
|
Certificate of Amendment of Amended and Restate Certificate of Incorporation
|
3.3
(4)
|
Bylaws
|
3.4
(5)
|
Series A Convertible Preferred Stock Certificate of Designation
|
3.5
(5)
|
Series B Convertible Preferred Stock Certificate of Designation
|
3.6
(8)
|
Amendment to Series B Convertible Preferred Stock Certificate of Designation
|
3.7
(11)
|
Series C Convertible Preferred Stock Certificate of Designation
|
3.8 (12)
|
Certificate of Amendment of Amended and Restate Certificate of Incorporation
|
10.1
(1)
|
Form of Subscription Agreement
|
10.2
(1)
|
Form of Registration Rights Agreement
|
10.3
(1)
|
Form of Warrant
|
10.4
(1)
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (Split-off)
|
10.5
(1)
|
Stock Purchase Agreement (Split-off)
|
10.6
(1)
|
Form of Directors and Officers Indemnification Agreement
|
10.7
(1)
|
2013 Equity Incentive Plan
|
10.8
(1)
|
Form of 2013 Incentive Stock Option Agreement
|
10.9
(1)
|
Form of 2013 Non-Qualified Stock Option Agreement
|
10.10
(1)
|
Employment Agreement between the Company and Saverio Pugliese dated October 1, 2014
|
10.11
(1)
|
Employment Agreement between the Company and Joseph Rienzi dated October 1, 2014
|
10.12
(1)
|
Employment Agreement between the Company and David J. Wolfson dated October 1, 2014
|
10.13
(5)
|
Form of Subscription Agreement
|
10.14
(5)
|
Form of Warrant
|
10.15
(5)
|
Form of Release
|
10.16
(6)
|
Agreement of Shareholders of Be Active Brands, Inc., dated January 26, 2011
|
10.17
(6)
|
Revolving Credit Facility Agreement with Signature Bank
|
10.18
(6)
|
Preferred Vendor Agreement with C&S Wholesale Grocers dated July 22, 2010
|
10.19
(9)
|
Reserve Equity Financing Agreement between Be Active Holdings, Inc. and AGS Capital Group, LLC, dated November 19, 2013
|
10.20
(9)
|
Registration Rights Agreement between Be Active Holdings, Inc. and AGS Capital Group, LLC, dated November 19, 2013
|
10.21
(11)
|
Form of Subscription Agreement
|
10.22
(11)
|
Form of Warrant
|
10.23
(11)
|
Form of Investment Agreement
|
21.1
(10)
|
List of Subsidiaries
|
101.SCH
|
XBRL Instance Document
|
101.CAL
|
XBRL Taxonomy Extention Schema
|
101.DEF
|
XBRL Taxonomy Extention Calculation Linkbase
|
101.LAB
|
XBRL Taxonomy Extention Definition Linkbase
|
101.PRE
|
XBRL Taxonomy Extention Label Linkbase
|
101.SCH
|
XBRL Taxonomy Extention Presentation Linkbase
|
(1)
|
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2013
|
(2)
|
Incorporated by reference to the Company's current report on form 8-K filed with the Securities and Exchange Commission on July 24, 2012
|
(3)
|
Incorporated by reference to the Company's current report on form 8-K filed with the Securities and Exchange Commission on December 31, 2012
|
(4)
|
Incorporated by reference to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 23, 2011
|
(5)
|
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2013
|
(6)
|
Incorporated by reference to the Company's current report on Form 8-K/A filed with the Securities and Exchange Commission on May 21, 2013
|
(7)
|
Incorporated by reference to the Company's current report on Form 8-K/A filed with the Securities and Exchange Commission on June 18, 2013
|
(8)
|
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2013
|
(9)
|
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2014
|
(10)
|
Incorporated by reference to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 25, 2013.
|
(11)
|
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2014.
|
|
(12)
|
Incorporated by reference to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on March __, 2015.
|
Be Active Holdings, Inc.
|
|||
________, 2016
|
By:
|
/s/ Joseph Rienzi
|
|
President and Director
|
|||
(Principal Executive Officer)
|
|||
________, 2016
|
By:
|
/s/ David Wolfson
|
|
David Wolfson
|
|||
Chief Financial Officer and Director
|
|||
(Principal Financial and Accounting Officer)
|
|||
/s/ Joseph Rienzi |
_________, 2016
|
||
Joseph Rienzi
|
|||
President and Director (Principal Executive Officer)
|
|||
/s/ David Wolfson |
__________, 2016
|
||
David Wolfson
|
|||
Chief Financial Officer and Director (Principal Financial and Accounting Officer
|
|||
/s/ Saverio Pugliese |
___________, 2016
|
||
Saverio Pugliese
|
|||
Vice President and Director
|
Page
|
|
F-2
|
|
F-4
|
|
|
|
F-5
|
|
|
|
F-6
|
|
|
|
F-7
|
|
|
|
F-8
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 441,189 | $ | 504,358 | ||||
Cash in escrow
|
- | 12,500 | ||||||
Accounts receivable
|
- | 47,907 | ||||||
Inventory
|
80,142 | 105,733 | ||||||
Debt issuance costs
|
96,125 | 713,000 | ||||||
Prepaid expenses and other current assets
|
6,643 | 9,230 | ||||||
Total current assets
|
624,099 | 1,392,728 | ||||||
Property and equipment, net
|
14,210 | 20,895 | ||||||
Loan receivable
|
- | 7,262 | ||||||
Security deposit
|
6,560 | 6,560 | ||||||
Total assets
|
$ | 644,869 | $ | 1,427,445 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 300,237 | $ | 225,655 | ||||
Accrued expenses and taxes
|
362,353 | 101,782 | ||||||
Due diligence fee payable
|
- | 640,000 | ||||||
Secured convertible notes payable (net of
$
660,712 and $445,000 discounts)
|
609,288 | - | ||||||
Due to officers/stockholders
|
289,075 | 202,852 | ||||||
Total current liabilities
|
1,560,953 | 1,170,289 | ||||||
Deferred rent
|
6,729 | 7,373 | ||||||
Derivative liability
|
2,232,586 | 828,830 | ||||||
Total liabilities
|
3,800,268 | 2,006,492 | ||||||
Stockholders' deficit
|
||||||||
Preferred stock, par value $0.0001 per share, 150,000,000 shares
authorized. Issued and outstanding as of December 31, 2015 and 2014 as follows:
|
||||||||
Series A Convertible Preferred stock, 40,000,000 shares designated;
|
||||||||
11,664 shares issued and outstanding at December 31, 2015 and 2014
|
2 | 2 | ||||||
Series B Convertible Preferred stock, 0 shares designated as of December 31, 2014;
|
||||||||
0 shares issued and outstanding at December 31, 2015 and 2014
|
- | - | ||||||
Series C Convertible Preferred stock, 26,667 shares designated;
|
||||||||
20,000 shares issued and outstanding at December 31, 2015 and 2014
|
2 | 2 | ||||||
Series D Convertible Preferred stock, 3,000,000 shares designated;
|
||||||||
3,000 issued and outstanding at December 31, 2015
|
- | - | ||||||
Common stock, par value $0.0001, per share, 3,000,000,000 shares authorized;
|
||||||||
1,740,247 and 426,476 shares issued at December 31, 2015 and 2014
|
174 | 43 | ||||||
Additional paid-in capital
|
16,163,348 | 18,943,791 | ||||||
Accumulated deficit
|
(19,318,925 | ) | (19,522,885 | ) | ||||
Treasury stock at cost; 4 shares
|
- | - | ||||||
Total stockholders' deficit
|
(3,155,399 | ) | (579,047 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 644,869 | $ | 1,427,445 |
Year Ended December 31,
|
|||||||||
2015
|
2014
|
||||||||
Net Sales
|
$ | 25,277 | * | $ | (128,995 | ) | |||
Cost of Goods
|
188,876 | 28,820 | |||||||
Gross Loss
|
(163,599 | ) | (157,815 | ) | |||||
Operating Expenses
|
|||||||||
Selling expenses
|
198,675 | 193,848 | |||||||
General and administrative
|
932,563 | 1,437,255 | |||||||
Stock-based compensation
|
- | 2,166,707 | |||||||
(Decrease) increase in fair value of derivative liability
|
(35,676 | ) | 8,755,391 | ||||||
Loss on issuance of convertible debt
|
614,432 | 149,963 | |||||||
Depreciation and amortization expense
|
6,684 | 4,317 | |||||||
Total operating expenses
|
1,716,678 | 12,707,481 | |||||||
Loss from operations before other income (expenses)
|
(1,880,277 | ) | (12,865,296 | ) | |||||
Other Income (Expenses)
|
|||||||||
Forgiveness of debt income
|
25,555 | 247,021 | |||||||
Amortization of deferred financing costs and debt discount
|
(1,331,663 | ) | - | ||||||
Interest (expense) income, net
|
(30,459 | ) | (292 | ) | |||||
Total other income (expenses)
|
(1,336,567 | ) | 246,729 | ||||||
Net Loss
|
$ | (3,216,844 | ) | $ | (12,618,567 | ) | |||
Gain on extinguishment of Series B convertible preferred stock
|
3,420,804 | - | |||||||
Deemed dividend on Series C convertible preferred stock
|
(1,089,000 | ) | - | ||||||
Net (loss) attributable to common stockholders
|
(885,040 | ) | (12,618,567 | ) | |||||
Net (loss) per common share: |
Basic
|
$ | (1.93 | ) | $ | (59.62 | ) | ||
Diluted
|
$ | (1.93 | ) | $ | (59.62 | ) | |||
Weighted Average Shares Outstanding
|
|||||||||
Basic
|
458,338 | 211,630 | |||||||
Diluted
|
** | ** |
* Inclusive of charges for slotting fees (Note 13)
|
||||||||
** Not applicable
|
Common Stock
|
Preferred
Series A Stock
|
Preferred
Series B Stock
|
Preferred
Series C Stock
|
Preferred
Series D Stock
|
Additional Paid-In
|
Accumulated
|
Treasury Stock |
Total
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Shares
|
Amount
|
|||||||||||||||||||||||||||
Balance, December 31, 2013
|
97,325 | $ | 10 | 39,442 | $ | 4 | - | $ | - | - | $ | - | - | $ | - | $ | 4,165,890 | $ | (6,904,318 | ) | (4 | ) | $ | - | $ | (2,738,414 | ) | |||||||||||||
Sale of common and preferred stock
|
33,333 | 3 | - | - | - | - | 26,667 | 3 | (6 | ) | - | - | - | - | ||||||||||||||||||||||||||
Shares issued for fees and commissions for financing
|
600 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
Deferred costs related to February 14, 2014 offering
|
- | - | - | - | - | - | - | - | - | - | (260,696 | ) | - | - | - | (260,696 | ) | |||||||||||||||||||||||
Exercise of Series A Preferred Stock
|
27,778 | 3 | (27,778 | ) | (2 | ) | - | - | - | - | - | - | (1 | ) | - | - | - | - | ||||||||||||||||||||||
Donation of common stock
|
500 | - | - | - | - | - | - | - | - | - | 65,000 | - | - | - | 65,000 | |||||||||||||||||||||||||
Cashless exercise of warrants for 91,333
shares issued and or issuable
|
74,131 | 8 | - | - | - | - | - | - | - | - | 12,379,760 | - | - | - | 12,379,768 | |||||||||||||||||||||||||
Conversion of Series C Preferred Stock
|
6,667 | 1 | - | - | - | - | (6,667 | ) | (1 | ) | - | - | - | - | - | |||||||||||||||||||||||||
Purchase of common stock by officers
|
8,333 | 1 | - | - | - | - | - | - | - | - | 249,999 | - | - | - | 250,000 | |||||||||||||||||||||||||
Shares issuable for anti-dilution protection
|
160,093 | 16 | - | - | - | - | - | - | - | - | (16 | ) | - | - | - | - | ||||||||||||||||||||||||
Shares issuable to officers as compensation
|
16,386 | 1 | - | - | - | - | - | - | - | - | 163,854 | - | - | - | 163,855 | |||||||||||||||||||||||||
Shares issuable for consulting services
|
1,330 | - | - | - | - | - | - | - | - | - | 13,300 | - | - | - | 13,300 | |||||||||||||||||||||||||
Additional compensation recorded for Preferred C
onvertible Series B Stock
|
- | - | - | - | - | - | - | - | - | - | 2,166,707 | - | - | - | 2,166,707 | |||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | - | - | - | - | (12,618,567 | ) | - | - | (12,618,567 | ) | |||||||||||||||||||||||
Balance, December 31, 2014
|
426,476 | $ | 43 | 11,664 | $ | 2 | - | $ | - | 20,000 | $ | 2 | - | $ | - | $ | 18,943,791 | $ | (19,522,885 | ) | (4 | ) | $ | - | $ | (579,047 | ) | |||||||||||||
Extinguishment of Series B preferred stock and issuance of Preferred Convertible Series D Stock
|
- | - | - | - | - | - | - | - | 3,000 | - | (3,420,804 | ) | 3,420,804 | - | - | - | ||||||||||||||||||||||||
Shares issued for due dilligence fee
|
64,000 | 6 | - | - | - | - | - | - | - | - | 639,994 | - | - | - | 640,000 | |||||||||||||||||||||||||
Shares issued for consulting services
|
160 | - | - | - | - | - | - | - | - | - | 492 | - | - | - | 492 | |||||||||||||||||||||||||
Shares issued for anit-dilution protection
|
1,249,611 | 125 | (125 | ) | ||||||||||||||||||||||||||||||||||||
Net (loss)
|
- | - | - | - | - | - | - | - | - | - | - | (3,216,844 | ) | - | - | (3,216,844 | ) | |||||||||||||||||||||||
Balance, December 31, 2015
|
1,740,247 | $ | 174 | 11,664 | $ | 2 | - | $ | - | 20,000 | $ | 2 | 3,000 | $ | - | $ | 16,163,348 | $ | (19,318,925 | ) | (4 | ) | $ | - | $ | (3,155,399 | ) | |||||||||||||
(1) All periods presented have been retroactively adjusted to reflect the reverse stock split authorized in December 2015.
|
Year Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$ | (3,216,844 | ) | $ | (12,618,567 | ) | ||
Adjustments to reconcile net loss to net cash (used in) operating activities:
|
||||||||
Depreciation and amortization
|
6,685 | 4,317 | ||||||
Amortization of deferred financing costs and debt discount
|
1,331,663 | - | ||||||
Stock granted for consulting services
|
492 | 13,300 | ||||||
Forgiveness of debt income
|
(25,555 | ) | (247,021 | ) | ||||
Write-off of website costs
|
- | (10,900 | ) | |||||
Loss on issuance of convertible debt
|
- | 149,963 | ||||||
Increase in fair value of derivative liability
|
578,756 | 8,755,391 | ||||||
Stock issued as charitable contribution
|
- | 65,000 | ||||||
Stock-based compensation
|
- | 2,166,707 | ||||||
Stock bonus - officers, net of cash paid
|
- | 162,217 | ||||||
Changes in assets and liabilities:
|
- | |||||||
Decrease (increase) in escrow account
|
12,500 | (12,500 | ) | |||||
Decrease (increase) in accounts receivable
|
47,907 | (44,726 | ) | |||||
Decrease (increase) in loans receivable
|
7,262 | (7,262 | ) | |||||
Decrease (increase) in inventory
|
25,591 | (105,733 | ) | |||||
Decrease in prepaid expenses and other current assets
|
2,587 | 91,800 | ||||||
(Decrease) increase in deferred rent
|
(644 | ) | 797 | |||||
Website development cost
|
- | (10,733 | ) | |||||
Increase in accounts payable and accrued expenses
|
335,153 | 56,888 | ||||||
Net cash (used in) operating activities
|
(894,447 | ) | (1,591,062 | ) | ||||
Cash flows from financing activities
|
||||||||
Debt issuance costs paid
|
- | (53,000 | ) | |||||
Proceeds from private placements
|
- | 1,800,000 | ||||||
Costs of private placements
|
(30,500 | ) | (260,696 | ) | ||||
Proceeds from secured convertible notes payable
|
750,000 | 425,000 | ||||||
Purchase of common stock by officers
|
- | 251,639 | ||||||
Increase (decrease) in due to officers/stockholders
|
111,778 | (73,193 | ) | |||||
Net cash provided by financing activities
|
831,278 | 2,089,750 | ||||||
Net (decrease) increase in cash
and cash equivalents
|
(63,169 | ) | 498,688 | |||||
Cash and cash equivalents, beginning of year
|
504,358 | 5,670 | ||||||
Cash and cash equivalents, end of year
|
$ | 441,189 | $ | 504,358 | ||||
Supplemental cash flow disclosures:
|
||||||||
Interest paid
|
$ | 655 | $ | 367 | ||||
State minimum taxes and franchise fees paid
|
$ | 2,055 | $ | 2,350 | ||||
Note payable issued as deferred cost
|
$ | 75,000 | $ | - |
December 31,
|
||||||||
2015
|
2014
|
|||||||
Materials
|
$ | 20,253 | $ | 21,629 | ||||
Finished product
|
59,889 | 84,104 | ||||||
Total
|
$ | 80,142 | $ | 105,733 |
December 31, | ||||||||
2015 | 2014 | |||||||
Furniture and Fixtures
|
$ | 6,138 | $ | 6,138 | ||||
Website
|
18,000 | 18,000 | ||||||
Less: Accumulated depreciation
|
(9,928 | ) | (3,243 | ) | ||||
Balance
|
$ | 14,210 | $ | 20,895 |
2015 | 2014 | |||||||
Common share equivalents of Series A Convertible Preferred Stock | 11,664 | 11,664 | ||||||
Common share equivalents of Series B Convertible Preferred Stock | - | 216,670 | ||||||
Common share equivalents of Series C Convertible Preferred Stock | 2,000,000 | 20,000 | ||||||
Common share equivalents of Series D Convertible Preferred Stock | 3,000 | - | ||||||
Convertible Promissory Notes Payable | 4,233,333 | 74,167 | ||||||
Due Diligence Payable | - | 64,000 | ||||||
Warrants | 7,900 | 17,084 | ||||||
Total | 6,255,897 | 403,585 |
2015 | 2014 | |||||||
Market Price: | $ | 0.55 | $ | 10.00 | ||||
Exercise Price: | $ | 0.30 | $ | 6.00 | ||||
Volatility: | 149 | % | 144 | % | ||||
Dividend Yield: | zero | zero | ||||||
Term in years: | 3.1 and 4.0 | 4.1 and 5 | ||||||
Risk Free Rate of Return: | 1.76 | % | 0.165 | % |
2015
|
2014
|
|||||||
Market Price:
|
$ | 0.55 | $ | 10.00 | ||||
Exercise Price:
|
$ | 30.00 | $ | 30.00 | ||||
Volatility:
|
149 | % | 144 | % | ||||
Dividend Yield:
|
zero
|
zero
|
||||||
Term in years:
|
>1
|
1.3 and 1.02
|
||||||
Risk Free Rate of Return:
|
1.31 | % | 0.25 | % |
Face Amount
|
Unamortized Discount
|
Carrying Value
|
||||||||||
December 31, 2014
|
$ | 445,000 | $ | (445,000 | ) | - | ||||||
2015 Amortization
|
445,000 | $ | 445,000 | |||||||||
Sept 2015 Issue
|
$ | 275,000 | (275,000 | ) | - | |||||||
2015 Amortization
|
164,288 | 164,288 | ||||||||||
Dec 2015 issue
|
$ | 550,000 | (550,000 | ) | - | |||||||
December 31, 2015
|
1,270,000 | $ | (660,712 | ) | $ | 609,288 |
December 31,
|
||||||||
2015
|
2014 | |||||||
Trading price of common stock on measurement date
|
$ | 0.55 | $ | 10.40 | ||||
Conversion price
|
$ | 0.30 | $ | 6.00 | ||||
Risk free interest rate
(1)
|
0.15 | % | 0.25 | % | ||||
Conversion notes lives in years
|
<1 year
|
1 year | ||||||
Expected volatility
(2)
|
208 | % | 177 | % | ||||
Expected dividend yield
(3)
|
- | - |
December 31,
|
||||
2015
|
||||
Trading price of common stock on measurement date
|
$ | 0.55 | ||
Conversion price
|
$ | 0.30 | ||
Risk free interest rate
(1)
|
0.57%- 0.65 | % | ||
Conversion notes lives in years
|
<1 year to 1 year
|
|||
Expected volatility
(2)
|
208% - 224 | % | ||
Expected dividend yield
(3)
|
- |
(1)
|
The risk-free interest rate was determined by management using the 9 and 12 months Treasury Bill as of the respective measurement date.
|
(2)
|
The volatility factor was estimated by using the historical volatilities of the Company’s trading history.
|
(3)
|
Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future.
|
Balance, December 31, 2014
|
$ | 828,830 | ||
Allocation from September 2015 and December 2014
Convertible debt offerings
|
1,439,432 | |||
Change in fair value
|
(35,676 | ) | ||
Balance, December 31, 2015
|
$ | 2,232,586 |
Date of Grant | Number of Warrants | Expiration Date | Exercise Price | |||||||
January 9, 2013 | 3,903 | January 9, 2016 | $ | 30.00 | ||||||
April 26, 2013 | 22,981 | April 26, 2016 | 30.00 | |||||||
February 14, 2014 | 3,333 | February 14, 2019 | 0.30 | * | ||||||
December 31, 2014 | 13,333 | December 31, 2019 | 0.30 | |||||||
Total | 43,550 |
2015
|
2014
|
|||||||
Gross sales
|
$ | 310,248 | $ | 74,856 | ||||
Less:
|
||||||||
Sales discounts
|
6,496 | 188 | ||||||
Trade spending
|
68,075 | 30,663 | ||||||
Slotting fees
|
210,400 | 173,000 | ||||||
Net sales
|
$ | 25,277 | $ | (128,995 | ) |
1 Year Be Active (CE) Chart |
1 Month Be Active (CE) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions