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Share Name | Share Symbol | Market | Type |
---|---|---|---|
USOTC:OPHI | 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% | 0.0003 | 0.00 | 01:00:00 |
[X]
|
Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2012
|
[ ]
|
Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period from _______ to _______
|
Nevada
|
27-2874167
|
(State or other jurisdiction of
|
(IRS Employer Identification No.)
|
incorporation or organization)
|
Title of each class
|
Name of each exchange
on which registered
|
None
|
Not Applicable
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Large accelerated filer
o
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Accelerated filer
|
o
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Non-accelerated filer
|
o
|
Smaller reporting company
|
x
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|||||||||||
(Do not check if a smaller
reporting company)
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Product Category
|
Market
|
Revenue (%)
|
||
Soil Health
|
Residential / Commercial / Agri-Business
|
20.2%
|
||
Turf Fertilizers
|
Residential / Commercial / Agri-Business
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41.0%
|
||
Garden & Ornamental
|
Residential / Commercial
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8.9%
|
||
Garden Tools & Seeding Supplies
|
Residential / Commercial
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9.6%
|
||
Pest Control
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Residential / Commercial
|
20.2%
|
List of Products by Category
|
|||
Soil Health Category
|
Garden & Ornamental
|
||
Urban Soil Life Maxx™
|
Billy’s Organic Planting Mix™
|
||
Jackhammer Maxx™
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Garden & Flower Blend™
|
||
Soil Energy™
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Urban Bloom & Evergreen™
|
||
Urban Tree Care™
|
|||
Turf Fertilizers Category
|
Sunburst™
|
||
OPH Pre-Emergent™ 16-0-8
|
Vita-Root™
|
||
OPH Pre-Emergent™ 0-0-7
|
Good Day Roses™
|
||
Summer Care™
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Good Night Roses™
|
||
Bio-Balance pH™
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Good Health Roses™
|
||
Germinate™
|
|||
Top Growth™
|
Pest Control
|
||
Hibernate™
|
Eco-Cedar™
|
||
Winter Care™
|
Good Health Landscape™
|
||
Organic Seeding Mulch™
|
Good Health Roses™
|
||
Turf & Garden Warrior™
|
Urban Soil Life Maxx™
|
Garden & Flower Blend™
|
Jackhammer Maxx™
|
Urban Bloom & Evergreen™
|
Soil Energy™
|
Urban Tree Care™
|
OPH Pre-Emergent™ 16-0-8
|
Sunburst™
|
OPH Pre-Emergent™ 0-0-7
|
Vita-Root™
|
Summer Care™
|
Good Day Roses™
|
Bio-Balance pH™
|
Good Night Roses™
|
Germinate™
|
Good Health Roses™
|
Top Growth™
|
Eco-Cedar™
|
Hibernate™
|
Good Health Landscape™
|
Winter Care™
|
Good Health Roses™
|
Organic Seeding Mulch™
|
Turf & Garden Warrior™
|
Billy’s Organic Planting Mix™
|
•
|
the difficulty of integrating acquired products, services or operations;
|
|
•
|
the potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;
|
|
•
|
the difficulty of incorporating acquired rights or products into our existing business;
|
|
•
|
difficulties in disposing of the excess or idle facilities of an acquired company or business and expenses in maintaining such facilities;
|
|
•
|
difficulties in maintaining uniform standards, controls, procedures and policies;
|
|
•
|
the potential impairment of relationships with employees and customers as a result of any integration of new management personnel;
|
|
•
|
the potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers;
|
|
•
|
the effect of any government regulations which relate to the business acquired; and
|
|
•
|
potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition.
|
•
|
our ability to grow the business;
|
|
•
|
announcements of technological or competitive developments;
|
|
•
|
actual or anticipated fluctuations in our quarterly operating results;
|
|
•
|
changes in financial estimates by securities research analysts;
|
|
•
|
changes in the economic performance or market valuations of our competitors;
|
|
•
|
additions or departures of our executive officers or other key personnel;
|
|
•
|
acquisitions, mergers or other similar transactions;
|
|
•
|
release or expiration of lock-up or other transfer restrictions on our outstanding common stock; and
|
|
•
|
sales or perceived sales of additional shares of our common stock.
|
(i)
|
control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
|
(ii)
|
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
|
(iii)
|
boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;
|
(iv)
|
excessive and undisclosed bid-ask differential and mark-ups by selling broker-dealers; and
|
(v)
|
the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Fourth Quarter
|
Third Quarter
|
Second Quarter
|
First Quarter
|
|||||||||||||
2012 price range per share
|
$ | 2.70 - $0.25 | $ | 6.00 - $2.50 | $ | 9.99 - $3.50 | $ | 9.75 - $4.00 | ||||||||
2011 price range per share
|
$ | 9.90 - $4.00 | $ | 10.50 - $3.50 | $ | 10.88 - $4.50 | $ | 16.00 - $2.75 |
(1)
|
Designation and Rank.
The series of Preferred Stock shall be designated the
“Convertible Preferred Stock”
(“Convertible Preferred”) and shall consist of 5,000,000 shares, par value $.001 per share. The Convertible Preferred is authorized by the Board of Directors of this Corporation and shall be senior to the common stock.
|
(2)
|
Conversion into Common Stock.
|
|
(a)
|
Right to Convert
. Each share of Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after one year from the date of issuance (the “Conversion Date”) into ten (10) shares of fully paid and non-assessable shares of common stock (the “Conversion Ration”).
|
|
(b)
|
Mechanics of Conversion
. Before any holder shall be entitled to convert, he shall surrender the certificate or certificates representing Convertible Preferred Stock to be converted, duly endorsed or the Corporation or of any transfer agent, and shall give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue a certificate or certificates for the number of shares of common stock to which the holder shall be entitled. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the case of a lost, stolen or destroyed certificate, issue and deliver to such holder of Convertible Preferred Stock a certificate or certificates for the number of shares of common stock to which such holder is entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of common stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Convertible Preferred Stock to be converted.
|
|
(c)
|
Adjustment to Conversion Ratio.
|
|
(i)
|
Merger or Reorganization. In case of any consolidation or merger of the Corporation as a result of which holder of common stock become entitled to receive other stock or securities or property, or in case of any conveyance of all or substantially all of the assets of the Corporation to another corporation, the Corporation shall mail to each holder of Convertible Preferred Stock at least thirty (30) days prior to the consummation of such event a notice thereof, and each such holder shall have the option to either (i) convert such holder’s shares of Convertible Preferred Stock into shares of common stock pursuant to this Section 3 and thereafter receive the number of shares of stock or other securities or property to which a holder of the number of shares of common stock of the Corporation deliverable upon conversion of such Convertible Preferred Stock would have been entitled upon such consolidation, merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section 1 (a). Unless otherwise set forth by the Board of Directors, the Conversion Ratio shall not be affected by a stock dividend or subdivision (stock split) on the common stock of the Corporation, or a stock combination (reverse stock split) or stock consolidation by reclassification of the common stock. However, once the Convertible Preferred Stock has been converted to common stock, it shall be subject to all corporate actions that affect or modify the common stock.
|
|
(d)
|
No Impairment
. The Corporation will not, by amendment of its Articles of Incorporation, this Certificate of Designation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Convertible Preferred Stock against impairment.
|
|
(e)
|
Certificate as to Adjustments
. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio of the Convertible Preferred Stock pursuant to this Section 3, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and the calculation on which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Convertible Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustment and readjustment, (ii) the Conversion Ratio for the Convertible Preferred Stock at the time in effect and (iii) the number of share of common stock and the amount, if any, of other property which at the time would be received upon the conversion of the Convertible Preferred Stock.
|
|
(f)
|
Notice of Record Date
. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarter) or other distribution, the Corporation shall mail to each holder of Convertible Preferred Stock at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.
|
|
(g)
|
Common Stock Reserve
. The Corporation shall reserve and keep available out of its authorized but unissued common stock such number of shares of common stock as shall from time to time be sufficient to effect conversion of the Convertible Preferred Stock.
|
(3)
|
Voting Rights.
Except as otherwise required by law, the holders of Convertible Preferred Stock and the holders of common stock shall be entitled to notice of any stockholders’ meeting and to vote as a single class upon any matter submitted to the stockholders for a vote as follows: (i) the holders of each series of Preferred Stock shall have one vote for each full share of common stock into which a share of such series would be convertible on the record date for the vote, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited; and (ii) the holders of common stock shall have one vote per share of common stock held as of such date.
|
(4)
|
Reissuance.
No share or shares of Convertible Preferred Stock acquired by the Corporation by reason of conversion, all such shares thereafter shall be returned to be the status of unissued shares of Convertible Preferred Stock of the Corporation.
|
2012
|
2011
|
Variance in Dollars
|
Variance in Percentage
|
|||||||||||||
Revenues
|
$ | 873,395 | $ | 837,159 | $ | 36,236 | 4.3 | % | ||||||||
Cost of sales
|
398,887 | 362,344 | 36,543 | 10.1 | % | |||||||||||
Gross margin
|
474,508 | 474,815 | (307 | ) | (.1 | ) % | ||||||||||
Operating expenses
|
1,662,052 | 867,256 | 795,246 | 91.6 | % | |||||||||||
(Loss) from operations
|
(1,187,533 | ) | (392,441 | ) | (795,092 | ) | (202.6 | ) % | ||||||||
Other (expenses)
|
(213,767 | ) | (77,549 | ) | (136,218 | ) | 175.7 | % | ||||||||
Net (loss) before income taxes
|
(1,401,300 | ) | (469,990 | ) | (931,310 | ) | (198.2 | ) % | ||||||||
Net (loss)
|
$ | (1,401,300 | ) | $ | (469,990 | ) | $ | (931,310 | ) | (198.2 | ) % |
2012
|
|
2011
|
|||||
Net sales
|
$
|
873,395
|
|
|
$
|
837,159
|
|
Cost of sales
|
(398,887
|
)
|
|
(362,344
|
)
|
||
Gross margin
|
$
|
474,508
|
$
|
474,815
|
|||
Gross margin percentage
|
54.3
|
%
|
56.7
|
%
|
|
2012
|
|
2011
|
|||||
Cash
|
|
$
|
24,786
|
|
|
$
|
42,651
|
|
Accounts receivable, net
|
|
$
|
37,433
|
|
|
$
|
48,963
|
|
Inventories
|
$
|
59,563
|
$
|
38,812
|
||||
Working capital deficit
|
$
|
(857,927
|
)
|
$
|
(437,213
|
)
|
||
Cash (used in) operations
|
$
|
(154,672
|
)
|
$
|
(267,218
|
)
|
|
2012
|
|
2011
|
|||||
Credit facility
(1)
|
|
$
|
-
|
|
|
$
|
2,377
|
|
Bank loan
(2)
|
|
32,007
|
|
|
66,337
|
|
||
Convertible note, net of discount
(3)
|
100,000
|
50,000
|
||||||
Convertible notes, net of discount
(4)
|
9,125
|
-
|
||||||
Convertible note, net of discount
(5)
|
10,019
|
-
|
||||||
Promissory note
(6)
|
40,000
|
40,000
|
||||||
Loan payable
(7)
|
|
84,638
|
|
|
96,823
|
|
||
Total notes payable
|
275,789
|
255,537
|
||||||
Less: current portion
|
(207,879
|
)
|
(103,310
|
)
|
||||
Total long-term notes payable
|
|
$
|
67,910
|
|
|
$
|
152,227
|
|
(1)
|
The Company had a bank line of credit at an interest rate of prime plus 3% per annum. The line of credit was paid in full in February 2012.
|
(2)
|
The Company has bank loan at an interest rate of 6.5% per annum which matures June 2013. The loan is secured by equipment.
|
(3)
|
The Company has a convertible promissory note with a principal amount of $100,000 at an interest rate of 6% per annum which matured in January 2013. The note allows the lender to convert any part of the outstanding principal and accrued interest to common stock of the Company at $.10 per share. The Company also issued 20,000 shares of its common stock to the lender and part of the transaction.
|
|
The note is recorded net of the unamortized portion of the discount of $0 and $50,000 at December 31, 2012 and 2011. The discount represents the estimated value, at inception of the note, of the beneficial conversion option and the 20,000 shares of common stock given to the lender. The discount is being amortized into interest expense over the two year life of the note. The Company recorded expense of $50,000 and $50,000 in 2012 and 2011, respectively, related to amortization of the discount. The Company recorded accrued interest related to the note of $12,000 and $6,000 at December 31, 2012 and 2011, respectively.
|
(4)
|
The Company had a convertible promissory note with a principal amount of $20,500 at an interest rate of 8% which matures in February 2013. The note allows the holder to convert any portion of the outstanding principal and accrued interest to common stock of the Company at a 42% discount to the then current market price.
|
|
The note is recorded net of the unamortized portion of a discount of $11,375 at December 31, 2012. The discounts represent the estimated value, at inception of the notes, of the beneficial conversion option of the notes. The discount is amortized into interest expense over the year life of the note. The Company recorded expense of $21,125 in 2012 related
|
|
to amortization of the discount. The Company has recorded accrued interest related to the note of $1,664 at December 31, 2012. The note and all accrued interest was paid in full in January 2013.
|
(5)
|
The Company has a convertible note payable with a principal amount of $105,000 at an interest rate of 8% which matures in December 2014. The note allows the holder to convert any portion of the outstanding principal and accrued interest to common stock of the Company at a 20% discount to the then current market price.
|
|
The note is recorded net of the unamortized portion of the discount of $94,981 at December 31, 2012. The discount represents the estimated value, at inception of the note, of the beneficial conversion option of the note. The discount is being amortized into interest expense over the life of the note. The Company recorded expense of $10,919 in 2012 related to amortization of the discount. The Company has recorded accrued interest related to the note of $1,772 at December 31, 2012.
|
(6)
|
The Company has a note payable for $40,000 with an interest rate of 20% which matured in April 2012. The loan is currently in default and interest is accruing at the default rate of 5% per month. The Company has recorded accrued interest related to the note of $24,241 and $241 at December 31, 2012 and 2011, respectively.
|
(7)
|
The Company has a loan payable to a former member of Organic Plant Health, LLC with an interest rate of 5.75% per annum which matures in October 2015.
|
|
2012
|
|
2011
|
|||||
Shareholder loan, interest at Prime+2.5%, matured July 2012
|
|
$
|
55,800
|
|
|
$
|
55,800
|
|
Loans from officer loan, interest at 5.5%, due on demand
|
|
15,884
|
|
|
60,884
|
|
||
Loan from officer, 13.17% interest, due on demand
|
35,000
|
-
|
||||||
Related party loan, interest at 5.5%, maturing May 2016
|
|
42,500
|
|
|
42,500
|
|
||
Total related party notes payable
|
149,184
|
159,884
|
||||||
Less: current portion
|
(106,684
|
)
|
(116,684
|
)
|
||||
Total long-term related party notes payable
|
|
$
|
42,500
|
|
|
$
|
42,500
|
|
As of December 31,
|
||||||||
2012
|
2011
|
|||||||
ASSETS
|
||||||||
Current assets:
|
|
|||||||
Cash and cash equivalents
|
$
|
24,786
|
|
$
|
42,651
|
|||
Accounts receivable, net
|
37,433
|
48,963
|
||||||
Inventory
|
59,563
|
38,812
|
||||||
Prepaid expenses
|
29,863
|
-
|
||||||
Total current assets
|
151,645
|
130,426
|
||||||
Property and equipment, net
|
76,904
|
106,774
|
||||||
Other Assets
|
||||||||
Security deposits
|
12,700
|
6,700
|
||||||
Total other assets
|
12,700
|
6,700
|
||||||
$
|
241,249
|
$
|
243,900
|
|||||
|
||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
329,474
|
$
|
199,094
|
||||
Notes payable - current portion, net of discount
|
207,879
|
103,310
|
||||||
Notes payable - related parties
|
106,684
|
116,684
|
||||||
Derivative liability
|
240,617
|
-
|
||||||
Accrued expenses
|
23,781
|
30,786
|
||||||
Accrued interest
|
40,973
|
6,240
|
||||||
Accrued interest - related parties
|
35,259
|
23,897
|
||||||
Customer deposits
|
24,905
|
-
|
||||||
Common stock to be issued
|
-
|
32,500
|
||||||
Deferred revenues
|
-
|
55,129
|
||||||
Total current liabilities
|
1,009,572
|
567,640
|
||||||
Long-term liabilities
|
||||||||
Notes payable, net of discount
|
67,910
|
152,227
|
||||||
Notes payable - related parties
|
42,500
|
42,500
|
||||||
Total long-term liabilities
|
110,410
|
194,727
|
||||||
Total liabilities
|
1,119,982
|
762,367
|
||||||
Stockholders’ deficit
|
||||||||
Common stock, par value $0.001; 150,000,000 shares authorized; 1,631,003 and 1,224,296 shares issued and outstanding as of December 31, 2012 and 2011, respectively
|
1,631
|
1,224
|
||||||
Preferred stock, par value $0.001; 5,000,000 shares authorized; none of shares issued and outstanding as of December 31, 2012 and 2011, respectively
|
-
|
-
|
||||||
Deferred compensation
|
(147,317
|
)
|
-
|
|||||
Paid-in capital
|
1,919,689
|
731,745
|
||||||
Accumulated deficit
|
(2,652,736
|
)
|
(1,251,436)
|
|
||||
Total stockholders' deficit
|
(878,733
|
)
|
(518,467)
|
|
||||
Total liabilities and stockholders’ deficit
|
$
|
241,249
|
$
|
243,900
|
For the Years Ended
|
||||||||
December 31, 2012
|
December 31, 2011
|
|||||||
Revenues
|
||||||||
Sales
|
$
|
873,395
|
$
|
837,159
|
||||
Cost of Goods Sold
|
(398,887
|
)
|
(362,344
|
)
|
||||
Gross profit
|
474,508
|
474,815
|
||||||
Operating expenses
|
||||||||
Professional fees
|
999,425
|
125,619
|
||||||
Rent
|
123,379
|
122,694
|
||||||
Bank and finance charges
|
6,797
|
15,952
|
||||||
Depreciation
|
29,870
|
30,109
|
||||||
Advertising and promotion
|
63,974
|
94,894
|
||||||
Automobile
|
10,619
|
16,315
|
||||||
Contract labor
|
86,112
|
96,709
|
||||||
Credit card processing fees
|
8,850
|
12,869
|
||||||
Website maintenance
|
12,955
|
3,677
|
||||||
Insurance
|
43,732
|
33,065
|
||||||
Travel, meals and entertainment
|
9,439
|
12,177
|
||||||
Wages and taxes
|
172,847
|
211,392
|
||||||
Commissions
|
-
|
6,516
|
||||||
Supplies
|
9,361
|
11,242
|
||||||
Telephone and utilities
|
30,073
|
29,474
|
||||||
Product development
|
13,466
|
22,500
|
||||||
Bad debt
|
(1,830
|
)
|
2,720
|
|||||
General and administrative
|
42,972
|
19,332
|
||||||
Total operating expenses
|
1,662,041
|
867,256
|
||||||
Loss from operations
|
(1,187,533
|
)
|
(392,441
|
)
|
||||
Other income (expense)
|
||||||||
Derivative expenses
|
(108,930
|
)
|
-
|
|||||
Change in value of derivative liability
|
80,813
|
-
|
||||||
Amortization of debt discount
|
(123,644
|
)
|
(50,000
|
)
|
||||
Interest expense
|
(62,006
|
)
|
(27,549
|
)
|
||||
Total other income (expense)
|
(213,767
|
)
|
(77,549
|
)
|
||||
Loss before provision for income taxes
|
(1,401,300
|
)
|
(469,990)
|
|||||
Provision for income taxes
|
-
|
-
|
||||||
Net loss
|
$
|
(1,401,300
|
)
|
$
|
(469,990
|
)
|
||
Net loss per share: basic and diluted
|
$
|
(1.01
|
)
|
$
|
(0.46
|
)
|
||
Weighted average number of shares outstanding: basic and diluted
|
1,392,824
|
1,021,179
|
Retained
|
|||||||||||||||||||||||||||||
Common Stock
|
Preferred Stock
|
Paid-in
|
Deferred
|
Earnings
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Compensation
|
(Deficit)
|
Total
|
||||||||||||||||||||||
Balance at December 31, 2010
|
242,244
|
$
|
242
|
4,000,000
|
$
|
4,000
|
$
|
381,758
|
$
|
-
|
$
|
(781,446
|
)
|
$
|
(395,446
|
)
|
|||||||||||||
Repurchase of membership interest
|
-
|
-
|
-
|
-
|
(101,758
|
)
|
-
|
-
|
(101,758
|
||||||||||||||||||||
Shares issued in connection with convertible debt
|
20,000
|
20
|
-
|
-
|
68,225
|
-
|
-
|
68,245
|
|||||||||||||||||||||
Intrinsic value of conversion option
|
-
|
-
|
-
|
-
|
31,755
|
-
|
-
|
31,755
|
|||||||||||||||||||||
Shares issued for cash in private placement
|
81,500
|
82
|
-
|
-
|
74,918
|
-
|
-
|
75,000
|
|||||||||||||||||||||
Conversion of preferred shares
|
800,000
|
800
|
(4,000,000
|
)
|
(4,000
|
)
|
3,200
|
-
|
-
|
-
|
|||||||||||||||||||
Shares issued to settle accounts payable
|
20,000
|
20
|
-
|
-
|
68,225
|
-
|
-
|
68,245
|
|||||||||||||||||||||
Shares issued for services rendered
|
20,000
|
-
|
-
|
-
|
74,980
|
-
|
-
|
75,000
|
|||||||||||||||||||||
Shares issued for cash at $0.09 per share
|
14,552
|
15
|
-
|
-
|
65,468
|
-
|
-
|
65,482
|
|||||||||||||||||||||
Shares issued for cash at $0.05 per share
|
26,000
|
26
|
-
|
-
|
64,974
|
-
|
65,000
|
||||||||||||||||||||||
Net loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
(469,990
|
)
|
(469,990
|
)
|
|||||||||||||||||||
Balance, December 31, 2011
|
1,224,296
|
1,224
|
-
|
-
|
731,745
|
-
|
(1,251,436
|
)
|
(518,467
|
)
|
|||||||||||||||||||
Shares issued in connection with convertible debt
|
87,811
|
88
|
-
|
-
|
54,412
|
-
|
-
|
54,500
|
|||||||||||||||||||||
Shares issued in connection with stock payable
|
21,667
|
22
|
-
|
-
|
32,478
|
-
|
-
|
32,500
|
|||||||||||||||||||||
Shares issued for cash in private placement
|
30,100
|
30
|
-
|
-
|
94,170
|
-
|
-
|
94,200
|
|||||||||||||||||||||
Shares issued to settle accounts payable
|
24,251
|
24
|
-
|
-
|
17,928
|
-
|
-
|
17,952
|
|||||||||||||||||||||
Shares issued for interest payment
|
2,378
|
2
|
-
|
-
|
1,698
|
-
|
-
|
1,700
|
|||||||||||||||||||||
Shares issued for services rendered
|
240,500
|
241
|
-
|
-
|
987,258
|
(147,317
|
)
|
-
|
840,182
|
||||||||||||||||||||
Net loss for the year
|
-
|
-
|
-
|
-
|
(1,401,300
|
)
|
(1,401,300
|
)
|
|||||||||||||||||||||
Balance, December 31, 2012
|
1,631,003
|
$
|
1,631
|
-
|
$
|
-
|
$
|
1,919,689
|
$
|
(147,317
|
)
|
$
|
(2,652,736
|
)
|
$
|
(878,733
|
)
|
For the Years Ended
|
||||||||
December 31, 2012
|
December 31, 2011
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss for the period
|
$
|
(1,401,300
|
)
|
$
|
(469,990
|
)
|
||
Adjustments to reconcile net loss to net cash used by
operating
activities:
|
||||||||
Bad debt expense
|
(1,830
|
)
|
2,720
|
|||||
Depreciation
|
29,873
|
30,109
|
||||||
Amortization of discount to note payable
|
123,644
|
50,000
|
||||||
Common stock issued for services rendered
|
840,183
|
75,000
|
||||||
Note payable issued for services rendered
|
75,137
|
-
|
||||||
Derivative expenses
|
108,930
|
-
|
||||||
Changes in derivative liabilities
|
(80,813
|
)
|
-
|
|||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
13,360
|
(43,470
|
)
|
|||||
Inventory
|
(20,751
|
)
|
87,380
|
|||||
Accounts payable
|
148,331
|
(97,244
|
)
|
|||||
Accrued expenses
|
(7,004
|
)
|
15,531
|
|||||
Accrued interest
|
36,433
|
13,034
|
||||||
Accrued interest - related parties
|
11,632
|
-
|
||||||
Customer deposits
|
24,905
|
-
|
||||||
Common stock to be issued
|
-
|
32,500
|
||||||
Deferred revenues
|
(55,129
|
)
|
37,212
|
|||||
Net cash (used in) operating activities
|
(154,672
|
)
|
(267,218
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Security deposits
|
(6,000
|
)
|
-
|
|||||
Purchase of property and equipment
|
-
|
(303
|
)
|
|||||
Net cash (used in) investing activities
|
(6,000
|
)
|
(303
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from notes payable - related parties
|
-
|
42,500
|
||||||
Payments to notes payable - related parties
|
(10,000
|
)
|
(22,500
|
)
|
||||
Proceeds from notes payable
|
107,500
|
140,000
|
||||||
Payments to notes payable
|
(48,893
|
)
|
(61,935
|
)
|
||||
Proceeds from stock issuance
|
94,200
|
205,482
|
||||||
Net cash provided by financing activities
|
142,807
|
303,547
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(17,865
|
)
|
36,026
|
|||||
Cash and cash equivalents, beginning of period
|
42,651
|
6,625
|
||||||
Cash and cash equivalents, end of period
|
$
|
24,786
|
$
|
42,651
|
||||
Supplemental cash flow activity:
|
||||||||
Cash paid for interest |
$
|
15,911
|
$
|
12,536
|
||||
Cash paid for income taxes |
$
|
-
|
$
|
-
|
||||
Supplemental non-cash investing and financing activity:
|
||||||||
Common stock issued to settle accounts payable
|
$
|
17,952
|
$
|
68,245
|
||||
Note payable created in connection with settlement withformer member
|
$
|
-
|
$
|
101,758
|
||||
Common stock issued for note conversion
|
$
|
54,500
|
$
|
-
|
||||
Common stock issued for accrued interest
|
$
|
1,700
|
$
|
-
|
||||
Common stock issued for stock payable
|
$
|
32,500
|
$
|
-
|
||||
Note payable issued for prepaid expense
|
$
|
29,863
|
$
|
-
|
||||
Common stock issued for deferred compensation
|
$
|
147,317
|
$
|
-
|
||||
Debt discount recorded related to convertible notes payable
|
$
|
212,500
|
$
|
-
|
|
|
|
(1)
|
The balance sheet consists of the net assets of the accounting acquirer at historical cost and the net assets of the accounting acquiree at historical cost;
|
|
(2)
|
The financial position, results of operations, and cash flows of the accounting acquirer for all periods presented as if the recapitalization had occurred at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange transaction.
|
Depreciable life
|
Residual
value
|
|||
Machinery and Equipment
|
5 years
|
5%
|
||
Furniture and fixture
|
7 years
|
5%
|
||
Software
|
3 years
|
5%
|
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 observable inputs and not corroborated by market data.
|
As of December 31,
|
||||||
2012
|
2011
|
|||||
Gross trade accounts receivable from customers
|
$ | 39,403 | $ | 51,540 | ||
Allowance for doubtful customer accounts
|
(1,970 | ) | (2,577 | ) | ||
Accounts receivable, net
|
$ | 37,433 | $ | 48,963 |
As of December 31,
|
||||||||
2012
|
2011
|
|||||||
Raw materials
|
$ | 35,442 | $ | 16,665 | ||||
Work in process
|
- | - | ||||||
Finished goods
|
24,121 | 22,147 | ||||||
Total inventory
|
59,563 | 38,812 | ||||||
Provision for obsolete inventories
|
- | - | ||||||
Inventory, net
|
$ | 59,563 | $ | 38,812 |
As of December 31,
|
||||||||
2012
|
2011
|
|||||||
Cost:
|
||||||||
Machinery and equipment
|
$ | 178,309 | $ | 178,309 | ||||
Furniture and fixtures
|
25,623 | 25,623 | ||||||
Software
|
13,252 | 13,252 | ||||||
Total cost
|
217,184 | 217,184 | ||||||
Less: Accumulated depreciation
|
(140,280 | ) | (110,410 | ) | ||||
Property and equipment, net
|
$ | 76,904 | $ | 106,774 |
As of December 31,
|
||||||||
2012
|
2011
|
|||||||
Bank of Granite, 8.5% interest rate, due on March 26, 2012
(1)
|
$ | - | $ | 2,377 | ||||
Bank of NC, 6.5% interest rate, due on June 30, 2013
(2)
|
32,007 | 66,337 | ||||||
Greentree Financial Group, 6% interest rate, due on January 1, 2013, net of discount
(3)
|
100,000 | 50,000 | ||||||
NEKCO LLC, 20% interest rate, due on April 21, 2012. Default interest rate is 5% per month
(4)
|
40,000 | 40,000 | ||||||
Mark Blumberg, 5.75% interest rate, due on October 1, 2015
(5)
|
84,638 | 96,823 | ||||||
Asher Enterprises Inc., 8% interest rate, due on December 9, 2012, paid in full by 47,134 shares of common stock
(6)
|
- | - | ||||||
Asher Enterprises Inc., 8% interest rate, due on February 4, 2013, net of discount $11,375
(7)
|
9,125 | - | ||||||
Asher Enterprises Inc., 8% interest rate, due on April 5, 2013, net of discount $32,500
(8)
|
- | - | ||||||
G5 Capital Advisors, 8% interest rate, due on December 31, 2014, net of discount $94,981
(9)
|
10,019 | - | ||||||
Total notes payable
|
275,789 | 255,537 | ||||||
Less: Current portion of notes payable
|
(207,879 | ) | (103,310 | ) | ||||
Total long-term notes payable
|
$ | 67,910 | $ | 152,227 |
(1)
|
The Company had a line of credit with Bank of Granite at an interest rate of prime plus 3 % per annum. The balance on this credit line was paid in full on February 21, 2012. The Company recorded interest expenses of $44 during the year ended December 31, 2012.
|
|
|
(2)
|
The Company has a loan payable to Bank of North Carolina at an interest rate of 6.5% per annum and due on June 30, 2013. The balance of this loan was $32,007 as of December 31, 2012, all of which was classified as short-term loan payable. The Company recorded interest expenses of $2,551during the year ended December 31, 2012.
|
|
|
(3)
|
On January 1, 2011, the Company entered into a convertible promissory note (GT Note) in a principal amount of $100,000 payable to Greentree Financial Group (“Greentree”), which bears an interest rate of 6% per annum and is due on January 1, 2013. Pursuant to GT Note, Greentree has an option to convert all or any portion of the accrued interest and unpaid principal balance of GT Note into the Common Stock of the Company or its successors, at Ten Cents ($.10) per share, no sooner than September 30, 2012. The conversion price associated with GT Note was determined based on the facts that the Company had nominal trading volume for its stock, and had negative shareholder equity at the time of issuance.
|
(4)
|
The Company has a loan payable to NEKCO, LLC in the amount of $40,000 (“Principal Amount”) that was due on April 21, 2012 (“Maturity Date”). Interest accrued on the unpaid balance of the Principal Amount from December 21, 2011 until the maturity date of April 21, 2012, at the fixed rate of 20.0% calculated on the basis of a flat interest payment if the loan is repaid on or before Maturity Date. The loan went into default on April 21, 2012 and the default interest will be accrued at a rate of 5% per month on the outstanding balance. Accordingly, the Company recorded interest expense of $24,000 related to this note during the year ended December 31, 2012.
|
(5)
|
The Company has a loan payable to Mark Blumberg (“Mr. Blumberg”), a former member of the Company, at an interest rate of 5.75% per annum and due on October 1, 2015. The loan was due to the redemption of Mr. Blumberg’s membership of the Company pursuant to a settlement agreement entered on January 1, 2011. The balance of this loan was $84,638 as of December 31, 2012, of which $26,747 was classified as a current liability. The Company recorded interest expenses of $11,154 during the year ended December 31, 2012.
|
(6)
|
On March 9, 2012, the Company entered into a convertible promissory note (Asher Note I) in a principal amount of $42,500 payable to Asher Enterprises Inc. (“Asher”), which bears an interest rate of 8% per annum and is due on December 9, 2012. Pursuant to Asher Note I, Asher has an option to convert all or any portion of the accrued interest and unpaid principal balance of Asher Note I into the Common Stock of the Company or its successors, at 58% of the market price, no sooner than September 5, 2012. The conversion price associated with Asher Note I was determined based on the facts that the Company had nominal trading volume for its stock, and had negative shareholder equity at the time of issuance.
|
Conversion Commencing Date
|
Fair Value
|
Term
(Years)
|
Assumed Conversion Price
|
Market Price on Commencing Date
|
Volatility Percentage
|
Risk-free
Rate
|
|||||||||||||||||||
9/5/12
|
$ | 46,182 | 0.26 | $ | 1.70 | $ | 3.25 | 314 | % | 0.016 |
|
In October of 2012, the principal of $42,500 and accrued interest of $1,700 were converted into 47,134 and 2,378 shares of Common Stock of the Company, respectively, pursuant to the terms of Asher Note I. The Company recorded interest expense related to this note of $1,700 and amortization of the debt discount in the amount of $42,500 during the year ended December 31, 2012.
|
(7)
|
On April 30, 2012, the Company entered into a convertible promissory note (Asher Note II) in a principal amount of $32,500 payable to Asher Enterprises Inc. (“Asher”), which bears an interest rate of 8% per annum and is due on February 4, 2013. Pursuant to Asher Note II, Asher has an option to convert all or any portion of the accrued interest and unpaid principal balance of Asher Note II into the Common Stock of the Company or its successors, at 58% of the market price, no sooner than October 27, 2012. The conversion price associated with Asher Note II was determined based on the facts that the Company had nominal trading volume for its stock, and had negative shareholder equity at the time of issuance.
|
|
The Company has determined that the conversion feature of Asher Note II represents an embedded derivative since Asher Note II is convertible into a variable number of shares upon conversion. Accordingly, Asher Note II is not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to Asher Note II. Such discount will be accreted from the commencing date of conversion period to the maturity date of Asher Note II. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet. The beneficial conversion feature included in Asher Note II resulted in an initial debt discount of $32,500 and an initial loss on the valuation of derivative liabilities of $1,271 based on the initial fair value of the derivative liability of $33,771. The fair value of the embedded derivative liability was calculated at conversion commencing date utilizing the following assumptions:
|
|
|
Conversion
Commencing Date
|
Fair Value
|
Term
(Years)
|
Assumed Conversion Price
|
Market Price on Commencing Date
|
Volatility Percentage
|
Risk-free
Rate
|
|||||||||||||||||||
10/27/12
|
$ | 33,771 | 0.27 | $ | 0.75 | $ | 1.40 | 387 | % | 0.018 |
|
On November 30, 2012, principal of $12,000 was converted into 40,678 shares of Common Stock of the Company pursuant to the terms of Asher Note II. At December 31, 2012, the Company revalued the embedded derivative liability related to the remaining balance of $20,500. For the period from conversion commencing date to December 31, 2012, the Company decreased the derivative liability of $33,771 by $9,074 resulting in a derivative liability of $24,697 at December 31, 2012.
|
|
|
Fair Value
|
Term
(Years)
|
Assumed Conversion
Price
|
Volatility Percentage
|
Risk-free
Rate
|
||||||||||||||
$ | 24,697 | 0.096 | $ | 0.15 | 528 | % | 0.018 |
(8)
|
On July 2, 2012, the Company entered into a convertible promissory note (Asher Note III) in a principal amount of $32,500 payable to Asher Enterprises Inc. (“Asher”), which bears an interest rate of 8% per annum and is due on April 5, 2013. Pursuant to Asher Note III, Asher has an option to convert all or any portion of the accrued interest and unpaid principal balance of Asher Note II into the Common Stock of the Company or its successors, at 58% of the market price, no sooner than December 29, 2012. The conversion price associated with Asher Note III was determined based on the facts that the Company had nominal trading volume for its stock, and had negative shareholder equity at the time of issuance.
|
Conversion
Commencing Date
|
Fair Value
|
Term
(Years)
|
Assumed Conversion Price
|
Market Price on Commencing Date
|
Volatility Percentage
|
Risk-free
Rate
|
|||||||||||||||||||
12/29/12
|
$ | 44,730 | 0.26 | $ | 0.15 | $ | 0.35 | 528 | % | 0.018 |
|
There was no revaluation for Asher Note III at December 31, 2012 due to immateriality. The carrying value of Asher Note III was $0 as of December 31, 2012 since the amortization of the debt discount did not start until January 1, 2013. The Company recorded interest expense related to this note of $1,296 during the year ended December 31, 2012.
|
(9)
|
On October 15, 2012, the Company entered into a convertible promissory note (G5 Note) in a principal amount of $105,000 payable to G5 Capital Advisors (“G5”) for services through January 31, 2013, which bears an interest rate of 8% per annum and is due on December 31, 2014. Pursuant to the Note, G5 has an option to convert all or any portion of the accrued interest and unpaid principal balance of the Note into the Common Stock of the Company or its successors, at 80% of the market price, at any time after the grant date. The conversion price associated with the G5 Note was determined based on the facts that the Company had nominal trading volume for its stock, and had negative shareholder equity at the time of issuance.
|
Grant Date
|
Fair Value
|
Term
(Years)
|
Assumed Conversion Price
|
Market Price on Grant Date
|
Volatility Percentage
|
Risk-free
Rate
|
|||||||||||||||||||
10/15/12
|
$ | 196,747 | 2.21 | $ | 1.05 | $ | 2.15 | 399 | % | 0.0027 |
|
At December 31, 2012, the Company revalued the embedded derivative liability. For the period from the grant date to December 31, 2012, the Company decreased the derivative liability of $196,747 by $25,557 resulting in a derivative liability of $171,190 at December 31, 2012.
|
Fair Value
|
Term
(Years)
|
Assumed Conversion
Price
|
Volatility Percentage
|
Risk-free
Rate
|
||||||||||||||
$ | 171,190 | 2 | $ | 0.20 | 569 | % | 0.0025 |
As of December 31,
|
||||||||
2012
|
2011
|
|||||||
Shareholder loans, Prime plus 2.5% interest rate, due July 2012, under negotiation process
|
$ | 55,800 | $ | 55,800 | ||||
Loans from officer, 5.5% interest rate, due on demand
|
15,884 | 60,884 | ||||||
Loan from officer, 13.17% interest rate, due on demand
|
35,000 | - | ||||||
Loans from company owned by shareholders, 5.5% interest rate, due May 2016
|
42,500 | 42,500 | ||||||
Total notes payable
|
149,184 | 159,184 | ||||||
Less: Current portion of notes payable
|
(106,684 | ) | (116,684 | ) | ||||
Total long-term notes payable
|
$ | 42,500 | $ | 42,500 |
For the Years Ended December 31,
|
||||||
2012
|
2011
|
|||||
Numerator: Net loss
|
$ | (1,401,300 | ) | $ | (469,990 | ) |
Denominator: Weighted average common shares outstanding
|
1,392,824 | 1,021,179 | ||||
Basic net loss per share
|
$ | (1.01 | ) | $ | (0.46 | ) |
Customer
|
Revenues
|
Percent
|
Accounts
Receivable
|
||||||
Customer A
|
$
|
75,652
|
9%
|
$
|
-
|
||||
Customer B
|
44,072
|
5%
|
6
|
||||||
Customer C
|
42,208
|
5%
|
2,781
|
||||||
Customer D
|
38,089
|
5%
|
1,239
|
||||||
$
|
173,358
|
24%
|
$
|
4,020
|
Vendor
|
Purchases
|
Percent
|
Accounts
Payable
|
||||||
Vendor A
|
$
|
242,068
|
61%
|
$
|
91,154
|
||||
Vendor B
|
39,790
|
10%
|
-
|
||||||
Vendor C
|
35,453
|
9%
|
37,542
|
||||||
Vendor D
|
22,744
|
6%
|
11,332
|
||||||
$
|
340,055
|
86%
|
$
|
140,028
|
Vendor
|
Purchases
|
Percent
|
Accounts
Payable
|
||||||
Vendor A
|
$
|
90,006
|
24%
|
$
|
-
|
||||
Vendor B
|
56,405
|
15%
|
-
|
||||||
Vendor C
|
40,212
|
11%
|
28,851
|
||||||
Vendor D
|
35,520
|
9%
|
-
|
||||||
$
|
222,143
|
59%
|
$
|
28,851
|
(a)
|
Conclusions regarding disclosure controls and procedures
. Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management is responsible for establishing and maintaining adequate internal control over financial reporting.
|
(b)
|
Management’s report on internal control over financial reporting
. It is management’s responsibilities to establish and maintain adequate internal controls over the Company’s financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
|
|
·
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
|
|
·
|
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 issuer are being made only in accordance with authorizations of management of the issuer; and
|
|
·
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.
|
(c)
|
Changes in internal control over financial reporting
. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
Item 10
.
|
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(A) of the Exchange Act
|
Name
|
Positions and Offices Held with Organic Plant Health
|
|
William G. Styles
|
President, Chief Executive Officer, Director, Chairman of the Board
|
|
J. Alan Talbert
|
Vice President, Chief Operating Officer, Director, Vice-Chairman of the Board
|
|
Paul K. DiFraia
|
Vice President, Chief Financial Officer, Director
|
·
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
|
·
|
Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer
|
·
|
Compliance with applicable governmental laws, rules and regulations
|
·
|
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code
|
·
|
Accountability for adherence to the code
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
William G. Styles
|
2012
|
|
$
|
37,938
|
|
—
|
—
|
—
|
|
—
|
|
—
|
|
$
|
37,938
|
|
|||||||||||||
Chairman, President and
Chief Executive Officer
|
2011
|
|
$
|
38,300
|
—
|
—
|
—
|
|
—
|
|
—
|
|
$
|
38,300
|
|
||||||||||||||
2010
|
|
$
|
57,100
|
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
57,100
|
|
|||||||||||||
J. Alan Talbert
|
2012
|
|
$
|
43,989
|
—
|
—
|
—
|
|
—
|
|
—
|
|
$
|
43,989
|
|
||||||||||||||
Vice President and
Chief Operating Officer
|
2011
|
|
$
|
45,700
|
—
|
—
|
—
|
|
—
|
|
—
|
|
$
|
45,700
|
|
||||||||||||||
2010
|
$
|
51,800
|
—
|
—
|
—
|
—
|
—
|
$
|
51,800
|
|
|||||||||||||||||||
Paul DiFraia
|
2012
|
|
—
|
|
—
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
Vice President and
Chief Financial Officer(1)
|
2011
|
|
—
|
|
—
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||
2010
|
|
$
|
37,500
|
—
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
37,500
|
(1)
|
Mr. DiFraia is a consultant who acts as the Company’s Chief Financial Officer. In 2010, the Company had an agreement with Mr. DiFraia under which he was paid $32,500. In 2011 and 2012, Mr. DiFraia continued to act as the Company’s Chief Financial Officer but agreed to waive any compensation in 2011 and 2012.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder Matters.
|
Name of Beneficial Owner
|
Number of Shares
of Common Stock
|
Percent of
Class (1)
|
||||||
Kenactiv Innovations Inc.
7077 East Marilyn Road, Suite 140
Scottsdale, AZ 85254
|
54,062,885
|
97.1
|
%
|
|||||
William G. Styles
President, CEO & Director
P. O. Box 2070
Indian Trail, NC 28079
|
448,384
|
.8
|
%
|
|||||
J. Alan Talbert
Vice President, COO & Director
P. O. Box 2070
Indian Trail, NC 28079
|
71,795
|
.1
|
%
|
|||||
Paul K. DiFraia
Vice President, CFO & Director
6812, Summerhill Ridge Drive
Charlotte, NC 28226
|
159,439
|
.2
|
%
|
|||||
All officers and directors as a group (3 persons)
|
679,618
|
1.2
|
%
|
(1)
|
Based on 55,697,441 issued and outstanding shares of common stock.
|
|
2012
|
|
2011
|
|||||
Shareholder loan, interest at Prime+2.5%, matured July 2012
|
|
$
|
55,800
|
|
|
$
|
55,800
|
|
Loans from officer loan, interest at 5.5%, due on demand
|
|
15,884
|
|
|
60,884
|
|
||
Loan from officer, 13.17% interest, due on demand
|
35,000
|
-
|
||||||
Related party loan, interest at 5.5%, maturing May 2016
|
|
42,500
|
|
|
42,500
|
|
||
Total related party notes payable
|
149,184
|
159,884
|
||||||
Less: current portion
|
(106,684
|
)
|
(116,684
|
)
|
||||
Total long-term related party notes payable
|
|
$
|
42,500
|
|
|
$
|
42,500
|
|
|
2012
|
|
2011
|
|||||
Audit fees
|
|
$
|
14,450
|
|
|
$
|
15,560
|
|
Audit-related fees
|
|
5,400
|
|
|
2,500
|
|
||
Tax fees
|
|
1,500
|
|
|
1,500
|
|
||
All other fees
|
-
|
-
|
||||||
Total
|
$
|
21,350
|
$
|
19,560
|
(a)
|
Financial Statements and Schedules
|
(b)
|
Exhibit Listing
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
Exhibit Description
|
Filed
Herewith
|
Form
|
Period
Ending
|
Exhibit
|
Filing
Date
|
3.1
|
Articles of Incorporation
|
S-1
|
3.1
|
9/7/2011
|
||
3.2
|
Amendments to the Articles of Incorporation
|
S-1
|
3.2
|
9/7/2011
|
||
3.3
|
Bylaws
|
S-1
|
3.3
|
9/7/2011
|
||
10.1
|
Agreement with Greentree Financial Group, Inc.
|
S-1
|
10.1
|
9/7/2011
|
||
10.2
|
Consulting Agreement with Guardian Financial Services Group
|
S-1
|
10.2
|
9/7/2011
|
||
10.3
|
Lease Agreement for the address at Monroe Road in Charlotte, NC
|
S-1
|
10.3
|
9/7/2011
|
||
10.4
|
Lease Agreement for the address at Matthews, NC
|
S-1
|
10.4
|
9/7/2011
|
||
10.5
|
Plan of Exchange
|
S-1
|
10.5
|
9/7/2011
|
||
10.6
|
Plan of Exchange
|
S-1
|
10.6
|
9/7/2011
|
||
14.6
|
Code of Ethics
|
S-1
|
14.6
|
9/7/2011
|
||
10.12
|
Share Exchange Agreement, by and between the Company and Kenactiv Innovations Inc., dated as of January 24, 2013
|
8-K
|
10.12
|
1/30/2013
|
||
10.13
|
Employment Agreement, by and between the Company and William Styles, dated as of January 24, 2013
|
8-K
|
10.13
|
1/30/2013
|
||
10.14
|
Employment Agreement, by and between the Company and J. Alan Talbert, dated as of January 24, 2013
|
8-K
|
10.14
|
1/30/2013
|
||
10.15
|
Stock Option Agreement, by and between the Company and William Styles, dated as of January 24, 2013
|
8-K
|
10.15
|
1/30/2013
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
Exhibit Description
|
Filed
Herewith
|
Form
|
Period
Ending
|
Exhibit
|
Filing
Date
|
10.16
|
Stock Option Agreement, by and between the Company and J. Alan Talbert, dated as of January 24, 2013
|
8-K
|
10.16
|
1/30/2013
|
||
10.17
|
Form of Indemnification Agreement
|
8-K
|
10.17
|
1/30/2013
|
||
10.18
|
Irrevocable Proxy, by and between the Company and each of Christopher Galvin and Cameron Adair, dated as of January 24, 2013
|
8-K
|
10.18
|
1/30/2013
|
||
10.19
|
Promissory Note dated June 21 2011 between the Company and William G. Styles
|
X
|
||||
10.20
|
Promissory Note, by and between the Company and U.S. Green Pros. LLC, dated as of May 17, 2011
|
X
|
||||
20.21
|
Promissory Note, by and between the Company and Everette Lee Helms, Jr., dated as of December 21, 2011
|
X
|
||||
20.22
|
Series 2011 Secured Note, by and between the Company and Greentree Financial Group, Inc., dated as of January 1, 2011
|
X
|
||||
20.23
|
Addendum to Series 2011 Secured Note, addendum dated as of April 16, 2012
|
X
|
||||
20.24
|
Convertible Promissory Note, by and between the Company and Asher Enterprises, Inc., dated as of March 9, 2012
|
X
|
||||
20.25
|
Securities Purchase Agreement, by and between the Company and Asher Enterprises, Inc., dated as of February 21, 2012
|
X
|
||||
20.26
|
Convertible Promissory Note, by and between the Company and Asher Enterprises, Inc., dated as of April 30, 2012
|
X
|
||||
20.27
|
Securities Purchase Agreement, by and between the Company and Asher Enterprises, Inc., dated as of April 30, 2012
|
X
|
||||
20.28
|
Convertible Promissory Note, by and between the Company and Asher Enterprises, Inc., dated as of July 2, 2012
|
X
|
||||
20.29
|
Securities Purchase Agreement, by and between the Company and Asher Enterprises, Inc., dated as of July 2, 2012
|
X
|
||||
20.30 | Addendum to Series 2011 Secured Note, addendum dated as of June 2, 2011 | X | ||||
20.31 | Convertible Promissory Note, by and between the Company and G5 Capital Advisors, dated as of October 5, 2012 | X | ||||
14.1
|
Code of Ethics
|
X |
S-1
|
14.1
|
9/7/2011
|
|
21.1
|
List of Subsidiaries
|
X
|
||||
31.1
|
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer
|
X
|
||||
31.2
|
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer
|
X
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
Exhibit Description
|
Filed
Herewith
|
Form
|
Period
Ending
|
Exhibit
|
Filing
Date
|
32.1
|
Section 1350 Certifications of Chief Executive Officer
|
X
|
||||
32.2
|
Section 1350 Certifications of Chief Financial Officer
|
X
|
||||
101.INS
|
XBRL Instance Document*
|
X
|
||||
101.SCH
|
SCH - XBRL Taxonomy Schema*
|
X
|
||||
101.CAL
|
XBRL Taxonomy Calculation Linkbase*
|
X
|
||||
101.DEF
|
XBRL Taxonomy Definition Linkbase*
|
X
|
||||
101.LAB
|
XBRL Taxonomy Label Linkbase*
|
X
|
||||
101.PRE
|
XBRL Taxonomy Presentation Linkbase*
|
X
|
*
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
ORGANIC PLANT HEALTH, INC.
(Registrant)
|
||
By:
|
/s/ Christopher E. Galvin
|
|
Name: Christopher E. Galvin
|
||
Title: President and Chief Executive Officer, Director, Principal Executive Officer
|
By:
|
/s/ David J. Querciagrossa
|
Name: David J. Querciagrossa
|
|
Title: Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
|
/s/ Christopher E. Galvin
|
||
Name:
|
Christopher E. Galvin
|
|
Title:
|
President and Chief Executive Officer,
Director, Principal Executive Officer
|
|
Dated:
|
April 15, 2013
|
/s/ William Styles
|
||
Name:
|
William Styles
|
|
Title:
|
Director
|
|
Dated:
|
April 15, 2013
|
/s/ Cameron Adair
|
||
Name:
|
Cameron Adair
|
|
Title:
|
Director
|
|
Dated:
|
April 15, 2013
|
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