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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Znergy Inc (CE) | USOTC:ZNRG | 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% | 0.000001 | 0.00 | 01:00:00 |
Nevada
|
46-1845946
|
|
(State or other jurisdiction
of incorporation or organization)
|
IRS I.D.
|
6102 MacDill Avenue, Suite G
Tampa, Florida 33611
|
(Address of principal executive offices)
(800) 931 5662
(Registrant’s telephone number, including area code)
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☒
|
PART I
|
||
Item 1.
|
3
|
|
|
||
Item 1A.
|
7
|
|
Item 1B.
|
7
|
|
Item 2.
|
7
|
|
Item 3.
|
7
|
|
Item 4.
|
7
|
|
PART II
|
||
Item 5.
|
8
|
|
Item 6.
|
9
|
|
Item 7.
|
10
|
|
Item 7A.
|
14
|
|
Item 8.
|
14
|
|
Item 9.
|
14
|
|
Item 9A.
|
14
|
|
Item 9B.
|
15
|
|
PART III
|
||
Item 10.
|
16
|
|
Item 11.
|
19
|
|
Item 12.
|
20
|
|
Item 13.
|
21
|
|
Item 14.
|
21
|
|
PART IV
|
||
Item 15.
|
23
|
|
39
|
1. |
There were 22,400,000 options to purchase common of the Company. There were no other options, warrants or other instruments convertible into equity of the Company; and
|
2. |
There were 200,150,000 shares of the Company’s common stock held by approximately 148 shareholders of record.
|
·
|
Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
|
·
|
Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
|
·
|
Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and
|
·
|
Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.
|
Name
|
Age
|
Position
|
||
Richard Mikles
|
60
|
Chairman
|
||
Christopher J. Floyd
|
54
|
CEO, CFO, director
|
||
Arthur Fillmore
|
68
|
Director and General Counsel
|
||
Kevin Harrington
|
60
|
Director
|
Name
|
Age
|
Position
|
||
Christopher J. Floyd
|
54
|
CEO, CFO
|
||
Dave Baker
|
40
|
COO
|
Fees Earned
|
||||||||||||||||||||
or Paid
|
Option
|
Stock
|
All Other
|
Total
|
||||||||||||||||
Director
|
in Cash
|
Awards (1)
|
Awards (2)
|
Compensation
|
Compensation
|
|||||||||||||||
Arthur Fillmore
|
$
|
-
|
$
|
78,000
|
$
|
120,000
|
$
|
-
|
$
|
198,000
|
||||||||||
Director & General Counsel
|
(1) |
Mr. Fillmore’s firm, AEGIS Professional Group, was granted 2,000,000 options to purchase shares of the Company’s common stock upon Mr. Fillmore’s appointment as director and General Counsel to the Company on December 31, 2016. These options have a strike price of $0.10 and an expiration of three years from the date of issue.
|
(2) |
Mr. Fillmore was granted 3,000,000 shares of Company common stock upon his appointment as director and General Counsel to the Company on December 31, 2016. These shares were valued at $120,000 ($0.04 per share, the closing price of the trading price on that date).
|
Name and Principal
|
Option
|
Stock
|
Total
|
|||||||||||||||||||
Position
|
Year
|
Salary
|
Bonus
|
Awards (1)
|
Grants (2)
|
Compensation
|
||||||||||||||||
Christopher J. Floyd
|
2016
|
$
|
17,000
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
17,000
|
|||||||||||
Chief Executive Officer and
|
2015
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Chief Financial Officer
|
||||||||||||||||||||||
Dave Baker
|
2016
|
$
|
23,077
|
$
|
10,000
|
$
|
275,000
|
$
|
300,500
|
$
|
578,077
|
|||||||||||
Chief Operating Officer
|
2015
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
(1) |
Mr. Baker received a grant of 5,000,000 options to purchase shares of common stock of the Company in conjunction with his employment agreement. These options have a strike price of $0.10 per share and a three year expiration.
|
(2) |
Mr. Baker received a grant of 500,00 shares of the Company’s common stock upon executing his employment agreement on September 28, 2016. These shares were valued at $30,500 ($0.061 per share, the closing price of the trading price on that date). Mr. Baker received a grant of 4,500,00 shares of the Company’s common stock upon his promotion to Chief Operating Officer on December 1, 2016. These shares were valued at $270,000 ($0.060 per share, the closing price of the trading price on that date).
|
|
Number of
|
Total
|
||||||||||||||
Name and Address
|
Shares
|
Outstanding
|
Beneficial
|
Percent of
|
||||||||||||
of Beneficial Owner
|
Owned
|
Options Owned
|
Ownership
|
Class*
|
||||||||||||
|
||||||||||||||||
Christopher J. Floyd
|
65,150,000
|
(1) |
-
|
65,150,000
|
32.6
|
%
|
||||||||||
CEO, CFO, director, Secretary
|
||||||||||||||||
|
||||||||||||||||
Lone Cypress, LLC
|
55,150,000
|
-
|
55,150,000
|
27.6
|
%
|
|||||||||||
6102 S. MacDill Avenue
|
||||||||||||||||
Tampa, FL 33611
|
||||||||||||||||
|
||||||||||||||||
Dave Baker
|
5,000,000
|
5,000,000
|
10,000,000
|
4.9
|
%
|
|||||||||||
COO
|
||||||||||||||||
|
||||||||||||||||
Richard Mikles
|
5,000,000
|
9,000,000
|
14,000,000
|
6.7
|
%
|
|||||||||||
Chairman
|
||||||||||||||||
|
||||||||||||||||
Arthur Fillmore
|
3,000,000
|
2,000,000
|
5,000,000
|
2.5
|
%
|
|||||||||||
Director and General Counsel
|
||||||||||||||||
|
||||||||||||||||
Kevin Harrington
|
2,000,000
|
4,000,000
|
6,000,000
|
2.9
|
%
|
|||||||||||
Director
|
||||||||||||||||
|
||||||||||||||||
Officers and Directors as a Group (5 Persons)
|
80,150,000
|
20,000,000
|
100,150,000
|
41.7
|
%
|
(1) |
Includes 10,000,000 shares of common stock owned directly by Mr. Floyd, and 55,150,000 shares of common stock owned by Lone Cypress, LLC, an entity of which Mr. Floyd is the sole managing member and of which Mr. Floyd exercises sole voting and dispositive control. Mr. Floyd disclaims beneficial ownership of the shares owned of record by Lone Cypress, LLC.
|
CONTENTS:
|
|
24
|
|
25
|
|
26
|
|
27
|
|
28
|
|
29
|
For the Year Ended
|
||||||||
December 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Revenue
|
$
|
196,828
|
$
|
-
|
||||
Cost of revenue
|
151,546
|
-
|
||||||
Gross profit
|
45,282
|
-
|
||||||
Selling, general and administrative expenses
|
1,033,595
|
469,473
|
||||||
Loss from operations
|
(988,313
|
)
|
(469,473
|
)
|
||||
Other income (expense)
|
||||||||
Other income
|
7,137
|
-
|
||||||
Interest expense
|
-
|
(40,998
|
)
|
|||||
Purchased research and development
|
-
|
(5,988,000
|
)
|
|||||
Total other income
|
7,137
|
(6,028,998
|
)
|
|||||
Provision for income taxes
|
-
|
- | ||||||
Net loss
|
$
|
(981,176
|
)
|
$
|
(6,498,471
|
)
|
||
Net loss per common share - basic and diluted
|
$
|
(0.00
|
)
|
$
|
(0.03
|
)
|
||
Weighted average number of shares outstanding
during the year - basic and diluted
|
197,543,151
|
227,315,068
|
Total
|
||||||||||||||||||||
Additional
|
Stockholders'
|
|||||||||||||||||||
Common Stock
|
Paid in
|
Accumulated
|
Equity
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
(Deficit)
|
||||||||||||||||
Balance at December 31, 2014
|
200,000,000
|
$
|
20,000
|
$
|
1,522,200
|
$
|
(472,001
|
)
|
$
|
1,070,199
|
||||||||||
Common stock issued for services at a
price of $0.04 per share
|
10,000,000
|
1,000
|
399,000
|
-
|
400,000
|
|||||||||||||||
Common stock issued for acquisition of
Global ITS, Inc. at a price of $0.049 per share
|
120,000,000
|
12,000
|
5,976,000
|
-
|
5,988,000
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(6,498,471
|
)
|
(6,498,471
|
)
|
|||||||||||||
Balance at December 31, 2015
|
330,000,000
|
33,000
|
7,897,200
|
(6,970,472
|
)
|
959,728
|
||||||||||||||
Common stock retired upon exchange of real estate assets
|
(149,950,000
|
)
|
(14,995
|
)
|
(1,004,897
|
)
|
-
|
(1,019,892
|
)
|
|||||||||||
Contributed services
|
-
|
-
|
10,760
|
-
|
10,760
|
|||||||||||||||
Issue shares for services
|
13,100,000
|
1,310
|
925,190
|
-
|
926,500
|
|||||||||||||||
Deferred compensation
|
-
|
-
|
(208,333
|
)
|
-
|
(208,333
|
)
|
|||||||||||||
Stock options
|
-
|
-
|
6,180
|
-
|
6,180
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(981,176
|
)
|
(981,176
|
)
|
|||||||||||||
Balance at December 31, 2016
|
193,150,000
|
$
|
19,315
|
$
|
7,626,099
|
$
|
(7,951,648
|
)
|
$
|
(306,234
|
)
|
For the Year Ended
|
||||||||
December 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
CASH FLOWS USED IN OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(981,176
|
)
|
$
|
(6,498,471
|
)
|
||
Adjustments to reconcile net loss to net cash
used in operating activities:
|
||||||||
Depreciation and amortization
|
2,733
|
1,250
|
||||||
Common stock issued for purchased research and development
|
-
|
5,988,000
|
||||||
Common stock and options issued for services
|
724,346
|
400,000
|
||||||
Contributed services
|
10,760
|
-
|
||||||
Bank fees and interest paid by related party
|
-
|
41,000
|
||||||
Accounts receivable
|
(79,612
|
)
|
-
|
|||||
Inventory
|
(192,104
|
)
|
||||||
Prepaid expenses
|
(3,750
|
)
|
300
|
|||||
Accounts payable & accrued expenses
|
365,399
|
58,529
|
||||||
Deferred revenue
|
6,605
|
-
|
||||||
Net cash used in operating activities
|
(146,799
|
)
|
(9,392
|
)
|
||||
CASH FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||
Equipment & furniture
|
(2,800
|
)
|
-
|
|||||
Cash acquired with acquisition
|
-
|
100
|
||||||
Net cash (used in) provided by investing activities
|
(2,800
|
)
|
100
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds (repayment) advances from third parties
|
60,000
|
-
|
||||||
Proceeds (repayment) advances from related party
|
128,827
|
7,571
|
||||||
Net cash provided by financing activities
|
188,827
|
7,571
|
||||||
INCREASE (DECREASE) IN CASH
|
39,228
|
(1,721
|
)
|
|||||
CASH, BEGINNING OF YEAR
|
1,279
|
3,000
|
||||||
CASH, END OF YEAR
|
$
|
40,507
|
$
|
1,279
|
Supplemental Disclosures
|
||||||||
Interest paid in cash for the period
|
$
|
-
|
$
|
-
|
||||
Income taxes paid in cash for the period
|
$
|
-
|
$
|
-
|
||||
Non-cash investing and financing activities:
|
||||||||
Net liabilities assumed in acquisition
|
$
|
-
|
$
|
1,527
|
||||
Related party loans - direct payments for real property
|
$
|
-
|
$
|
415,000
|
||||
Real property acquired with bank loan
|
$
|
-
|
$
|
385,000
|
||||
Direct repayment of bank loan by related party
|
$
|
-
|
$
|
385,000
|
||||
Transfer of assets and liabilities to related party for return of common shares
|
$
|
1,019,893
|
$
|
-
|
|
December 31, 2016
|
December 31, 2015
|
||||||
Loans with related parties:
|
||||||||
Mazzal Holding Corp. affiliates
|
$
|
-
|
$
|
860,743
|
||||
Znergy, Inc. officers and stockholders
|
135,749
|
-
|
||||||
TOTAL
|
$
|
135,749
|
$
|
860,743
|
Number
Of
Options
|
Weighted
Average
Exercise
Price
|
|||||||
|
||||||||
Options outstanding at beginning of year
|
-
|
|||||||
Changes during the year:
|
||||||||
Granted - at market price
|
7,400,000
|
0.10
|
||||||
Exercised
|
-
|
0.10
|
||||||
Expired
|
-
|
0.10
|
||||||
Options outstanding at end of year
|
7,400,000
|
0.10
|
||||||
Options exercisable at end of year
|
112,359
|
|||||||
Weighted average fair value of options granted during the year
|
$
|
375,800
|
Non-exercisable options
|
Number
Issued
|
Average
Exercise
Price
|
||||||
|
||||||||
Total non-exercisable options outstanding - December 31, 2015
|
-
|
|||||||
Options issued
|
7,400,000
|
0.10
|
||||||
Options expired
|
-
|
0.10
|
||||||
Options cancelled
|
-
|
0.10
|
||||||
Options vested
|
(112,359
|
)
|
0.10
|
|||||
Total non-exercisable options outstanding - December 31,2016
|
7,287,641
|
Accumulated deficit
|
$
|
7,951,648
|
||
Shares and options issued for services
|
(1,332,680
|
)
|
||
Shares issued for purchased research in acquisition
|
(5,988,000
|
)
|
||
Operating loss available to offset income
|
$
|
630,968
|
Income Tax at Statutory Rate
|
34
|
%
|
||
Effect of Valuation Allowance
|
(34
|
%)
|
||
|
-
|
Current assets – cash
|
$
|
100
|
||
Intangible assets
|
5,595
|
|||
Total assets acquired
|
5,695
|
|||
Current liabilities
|
7,222
|
|||
Net liabilities assumed
|
1,527
|
|||
Purchased research and development
|
5,988,000
|
|||
Purchase price
|
$
|
5,989,527
|
2015:
|
||||
Revenue
|
$
|
-
|
||
Net loss
|
$
|
(6,499,000
|
)
|
|
Net loss per share
|
$
|
(0.03
|
)
|
Exhibit No.
|
Description
|
3.1
|
Articles of Incorporation for BIDC (previously filed as an exhibit to the Company’s registration statement on Form S-1, filed with the Commission on June 10, 2013)
|
3.2
|
By laws of BIDC (previously filed as an exhibit to the Company’s registration statement on Form S-1, filed with the Commission on June 10, 2013)
|
4
|
2015 Incentive Stock Option and Restricted Stock Plan (previously filed as an exhibit to the Company’s Definitive Information Statement on Schedule 14C filed on March 3, 2015, and incorporated herein by reference)
|
10.1
|
Share Exchange Agreement, dated as of October 26, 2015 (previously filed as an exhibit to the Company’s Current Report on Form 8-K filed October 27, 2015, and incorporated by reference)
|
10.2
|
Master Stock Purchase Agreement (previously filed as an exhibit to the Company’s Current Report on Form 8-K filed February 12, 2016, and incorporated by reference)
|
31
|
|
32
|
|
101 INS
|
XBRL Instance Document*
|
101 SCH
|
XBRL Schema Document*
|
101 CAL
|
XBRL Calculation Linkbase Document*
|
101 DEF
|
XBRL Definition Linkbase Document*
|
101 LAB
|
XBRL Labels Linkbase Document*
|
101 PRE
|
XBRL Presentation Linkbase Document*
|
Dated: April 6, 2017
|
By: /s/ Christopher J. Floyd
|
Christopher J. Floyd
|
|
President, CEO, CFO, Director
|
|
(Principal Executive Officer, Principal Financial Officer)
|
|
1 Year Znergy (CE) Chart |
1 Month Znergy (CE) Chart |
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