We could not find any results for:
Make sure your spelling is correct or try broadening your search.
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.
|
808 A South Huntington Street
Syracuse, Indiana 46567
|
(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
☒
|
Emerging growth company
☐
|
PART I
|
|
|
Item 1.
|
3
|
|
|
|
|
Item 1A.
|
11
|
|
|
|
|
Item 1B.
|
11
|
|
|
|
|
Item 2.
|
11
|
|
|
|
|
Item 3.
|
11
|
|
|
|
|
Item 4.
|
12
|
|
|
|
|
PART II
|
|
|
Item 5.
|
13
|
|
|
|
|
Item 6.
|
15
|
|
|
|
|
Item 7.
|
15
|
|
|
|
|
Item 7A.
|
20
|
|
|
|
|
Item 8.
|
20
|
|
|
|
|
Item 9.
|
20
|
|
|
|
|
Item 9A.
|
21
|
|
|
|
|
Item 9B.
|
22
|
|
|
|
|
PART III
|
|
|
Item 10.
|
23
|
|
|
|
|
Item 11.
|
27
|
|
|
|
|
Item 12.
|
28
|
|
|
|
|
Item 13.
|
29
|
|
|
|
|
Item 14.
|
29
|
|
|
|
|
PART IV
|
|
|
Item 15.
|
30
|
|
|
|
|
|
|
|
50
|
1. |
There were 51,416,425 options to purchase common stock of the Company and 17,974,960 warrants to purchase common stock of the Company. There were no other options, warrants or other instruments convertible into equity of the Company; and
|
2. |
There were 232,624,960 shares of the Company’s common stock held by approximately 243 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
|
||
David Baker
|
41
|
Director and Chief Executive Officer
|
||
Arthur Fillmore
|
69
|
Director and General Counsel
|
||
Kevin Harrington
|
61
|
Director
|
||
William McMahon
|
65
|
Director and Interim Chief Financial Officer
|
||
Jennifer Peek
|
48
|
Director and Audit Committee Chair
|
||
Nicole Strothman
|
39
|
Director
|
||
Name
|
|
Age
|
|
Position
|
Dave Baker
|
|
41
|
|
Chief Executive Officer
|
William McMahon
|
|
65
|
|
Interim Chief Financial Officer
|
Name
|
Position
|
Fees Earned or Paid in Cash
|
Option Awards
|
Stock Awards
|
All other Compensation
|
Total Compensation
|
||||||||||||||||
Richard Mikles
|
Chairman
|
$
|
250,577
|
$
|
672,800
|
$
|
923,377
|
|||||||||||||||
Arthur Fillmore
|
Director and General Counsel
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||||||
Kevin Harrington
|
Director
|
$
|
174,167
|
$
|
100,000
|
$
|
274,167
|
|||||||||||||||
Nicole Strothman
|
Director and Secretary
|
$
|
76,410
|
$
|
-
|
$
|
76,410
|
|||||||||||||||
Jennifer Peek
|
Audit Committee Chair
|
$
|
18,375
|
$
|
76,350
|
$
|
94,725
|
(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).
|
(3) |
Mr. Mikles was granted 3,000,000 shares of Company common stock upon his appointment as Chairman of the Board and 2,000,000 shares of Company common stock upon the execution of his consulting agreement. These shares were valued at $500,000 ($0.10 per share, the closing price of the trading price on that date).
|
(4) |
Mr. Mikles was granted 9,000,000 options to purchase share of the Company’s common stock, upon Mr. Mikles appointment as Chairman of the Board and upon the execution of his consulting agreement. 4,000,000 options have a strike price of $0.10 per share and vest equally over 8 quarters and have an expiration of three years from the date of issue. 5,000,000 options have a strike price of $0.10 per shares and vest quarterly in the amount of one option for every two dollars of revenue recognized by the Company and an expiration of three years from the date of issue. On July 13, 2017, the Company amended and extended a consulting agreement, originally executed on January 23, 2017. Under the amended and extended agreement, the Company issued 1,6000,000 shares of common stock to Mr. Mikles, valued at its trading price of $0.11 per share, which vested immediately.
|
(5) |
Mr. Harrington was issued 2,000,000 shares of Company common stock upon his appointment as director on January 27, 2017. These shares were valued at $100,000 ($0.10 per share, the closing price of the trading price on that date).
|
(6) |
Mr. Harrington was granted 4,000,000 options to purchase shares of the Company’s common stock. These options have a strike price of $0.10 per share and vest equally over 8 quarters and have an expiration of three years from the date of issue.
|
(7) |
On February 2, 2017, upon the execution of a consulting agreement, Nicole Strothman, through Venture Legal Services PLC, was granted 2,000,000 options to purchase shares of the Company’s common stock. These options have a strike price of $0.10 per shares and vest quarterly one option for every two dollars of revenue recognized by the Company and an expiration of three years from the date of issue.
|
(8) |
On September 19, 2017, the Company appointed Jennifer Peek to its Board of Directors and as its Audit Committee chair. Ms. Peek was granted 1,500,000 shares of Company common stock. These shares were valued at $0.0509, the closing trading price on that date.
|
(9) |
Ms. Peek was also granted 1,500,000 options to purchase shares of common stock of the Company at a price of $0.10 per share. The options vest equally over 8 quarters and have an expiration of three years from the date of issue.
|
Name
|
Position
|
Year
|
Salary
|
Bonus
|
Option Award
|
Stock Grants
|
Total Compensation
|
|||||||||||||||||
Christopher J. Floyd
|
CEO, CFO
|
2016
|
17,000.00
|
17,000.00
|
||||||||||||||||||||
2017
|
70,329.00
|
269,700.00
|
340,029.00
|
|||||||||||||||||||||
David J. Baker
|
COO, CEO
|
2016
|
23,077.00
|
10,000.00
|
275,000.00
|
300,500.00
|
608,577.00
|
|||||||||||||||||
2017
|
102,493.67
|
40,000.00
|
69,866.00
|
500,000.00
|
712,359.67
|
|||||||||||||||||||
Ryan Smith
|
COO
|
2016
|
-
|
|||||||||||||||||||||
2017
|
51,881.81
|
56,250.00
|
300,000.00
|
408,131.81
|
(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 500,000 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 4,500,000 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).
|
(3) |
On May 15, 2017, Mr. Baker was granted 5,000,000 shares of common stock of the Company in conjunction with his employment as Chief Executive Officer of the Company.
|
(4) |
Mr. Baker was granted 5,000,000 options to purchase common stock of the Company at $0.10 per share. These options have a three-year expiration and vest quarterly one options for every two dollars of revenue recognized by the Company and have an expiration of three years from the date of issue.
|
(5) |
On July 10, 2017, Mr. Smith entered into an employment agreement with the Company as Senior Vice President. He was granted 3,000,000 shares of common stock of the Company.
|
(6) |
Mr. Smith was granted 7,000,000 options to purchase common stock of the Company at $0.10 per shares. The options have a three-year expiration and vest quarterly one options for every two dollars of revenue recognized by the Company.
|
Number of
|
Total
|
|||||||||||||||
Name and Address
|
Shares
|
Outstanding
|
Beneficial
|
Percent of
|
||||||||||||
of Beneficial Owner
|
Owned
|
Options Owned
|
Ownership
|
Class
|
||||||||||||
Dave Baker
|
20,000,000
|
10,000,000
|
30,000,000
|
13.10
|
%
|
|||||||||||
Chief Executive Officer
|
||||||||||||||||
Syracuse, IN
|
||||||||||||||||
B2 Opportunity Fund
|
18,124,614
|
-
|
18,124,614
|
7.91
|
%
|
|||||||||||
Las Vegas, NV
|
||||||||||||||||
C&M Baskin Investments, Inc.
|
17,448,335
|
-
|
17,448,335
|
7.62
|
%
|
|||||||||||
Livingston, TX
|
||||||||||||||||
David J. Miller
|
11,766,495
|
-
|
11,766,495
|
5.14
|
%
|
|||||||||||
Fountain Hills, AZ
|
||||||||||||||||
Richard Mikles
|
8,800,000
|
9,000,000
|
17,800,000
|
7.77
|
%
|
|||||||||||
Chairman and Director
|
||||||||||||||||
Homes Beach, FL
|
||||||||||||||||
Arthur Fillmore
|
3,000,000
|
666,666
|
3,666,666
|
0.016
|
% | |||||||||||
General Counsel and Director
|
||||||||||||||||
Ryan Smith
|
3,000,000
|
7,000,000
|
10,000,000
|
4.37
|
%
|
|||||||||||
Larwill, IN
|
||||||||||||||||
Kevin Harrington
|
2,000,000
|
4,000,000
|
6,000,000
|
2.62
|
%
|
|||||||||||
St. Petersburg, FL
|
||||||||||||||||
Venture Legal Services PLLC
|
333,333
|
2,000,000
|
2,333,333
|
1.02
|
%
|
|||||||||||
Tampa, FL
|
||||||||||||||||
Jennifer Peek
|
1,500,000
|
1,500,000
|
3,000,000
|
1.31
|
%
|
|||||||||||
Kansas City, MO
|
||||||||||||||||
Officers & Directors
|
18,633,333
|
24,166,666
|
42,799,999
|
18.69
|
%
|
|||||||||||
As a Group
|
CONTENTS:
|
|
|
|
31
|
|
|
|
33
|
|
|
|
34
|
|
|
|
35
|
|
|
|
36
|
|
|
|
37
|
|
For the Year Ended
|
|||||||
|
December 31,
|
December 31,
|
||||||
|
2017
|
2016
|
||||||
|
||||||||
Revenue
|
$
|
1,225,867
|
$
|
196,828
|
||||
Cost of revenue
|
980,996
|
151,546
|
||||||
Gross profit
|
244,871
|
45,282
|
||||||
|
||||||||
Selling, general and administrative expenses
|
4,138,249
|
1,033,595
|
||||||
|
||||||||
Loss from operations
|
(3,893,378
|
)
|
(988,313
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Other income
|
-
|
7,137
|
||||||
Interest (expense)
|
(594,192
|
)
|
-
|
|||||
Total other income (expense)
|
(594,192
|
)
|
7,137
|
|||||
|
||||||||
Provision for income taxes
|
-
|
-
|
||||||
|
||||||||
Net loss
|
$
|
(4,487,570
|
)
|
$
|
(981,176
|
)
|
||
|
||||||||
Net loss per common share - basic and diluted
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
||
|
||||||||
Weighted average number of shares outstanding
during the year - basic and diluted
|
214,644,216
|
197,543,151
|
|
Total
|
|||||||||||||||||||
|
Additional
|
Stockholders’
|
||||||||||||||||||
|
Common Stock
|
Paid in
|
Accumulated
|
Equity
|
||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
(Deficit)
|
|||||||||||||||
|
||||||||||||||||||||
Balance at December 31, 2015
|
330,000,000
|
$ |
33,000
|
$ |
7,897,200
|
$ |
(6,970,472
|
)
|
$ |
959,728
|
||||||||||
|
||||||||||||||||||||
(149,950,000
|
)
|
(14,995
|
)
|
(1,004,897
|
)
|
-
|
(1,019,892
|
)
|
||||||||||||
|
||||||||||||||||||||
Contributed services
|
-
|
-
|
10,760
|
-
|
10,760
|
|||||||||||||||
|
||||||||||||||||||||
Shares issued 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
|
)
|
|||||||||
Warrants issued with debt
|
-
|
-
|
97,417
|
-
|
97,417
|
|||||||||||||||
|
||||||||||||||||||||
Shares and options issued for services
|
22,650,000
|
2,265
|
3,084,006
|
-
|
3,086,271
|
|||||||||||||||
506b Offering
|
||||||||||||||||||||
Stock and warrants issued for cash
|
10,600,000
|
1,059
|
793,941
|
795,000
|
||||||||||||||||
Stock and warrants issued for debt conversion
|
4,324,960
|
433
|
843,025
|
843,458
|
||||||||||||||||
Net loss
|
-
|
-
|
-
|
(4,487,570
|
)
|
(4,487,570
|
)
|
|||||||||||||
Balance at December 31, 2017
|
230,724,960
|
$
|
23,072
|
$
|
12,444,488
|
$
|
(12,439,218
|
)
|
$
|
28,342
|
|
For the Year Ended
|
|||||||
|
December 31,
|
December 31,
|
||||||
|
2017
|
2016
|
||||||
|
||||||||
CASH FLOWS USED IN OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(4,487,570
|
)
|
$
|
(981,176
|
)
|
||
Adjustments to reconcile net loss to net cash
used in operating activities:
|
||||||||
Depreciation and amortization
|
11,025
|
2,732
|
||||||
Common stock and options issued for services
|
3,086
,
271
|
724,347
|
||||||
Common stock and warrants issued for interest
|
588,273
|
-
|
||||||
Contributed services
|
-
|
10,760
|
||||||
Accounts receivable
|
(80,983
|
)
|
(79,612
|
)
|
||||
Inventory
|
(252,501
|
)
|
(192,104
|
)
|
||||
Prepaid expenses
|
(31,615
|
)
|
(3,750
|
)
|
||||
Accounts payable & accrued expenses
|
200,754
|
365,399
|
||||||
Customer deposits
|
32,848
|
6,605
|
||||||
Net cash used in operating activities
|
(933,498
|
)
|
(146,799
|
)
|
||||
|
||||||||
CASH FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||
Purchase of fixed assets
|
(99,774
|
)
|
(2,800
|
)
|
||||
Net cash used in investing activities
|
(99,774
|
)
|
(2,800
|
)
|
||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from common stock
|
795,000
|
-
|
||||||
Advances from third parties
|
(60,000
|
)
|
60,000
|
|||||
Proceeds
from advances from related parties
|
374,246
|
128,827
|
||||||
Net cash provided by financing activities
|
1,109,246
|
188,827
|
||||||
|
||||||||
INCREASE IN CASH
|
75,974
|
39,228
|
||||||
|
||||||||
CASH, BEGINNING OF YEAR
|
40,507
|
1,279
|
||||||
|
||||||||
CASH, END OF YEAR
|
$
|
116,481
|
$
|
40,507
|
Supplemental Disclosures
|
||||||||
Interest paid in cash for the period
|
$
|
-
|
$
|
-
|
||||
Income taxes paid in cash for the period
|
$
|
-
|
$
|
-
|
||||
|
||||||||
Non-cash investing and financing activities:
|
||||||||
Warrants issued with debt
|
$
|
97,417
|
$
|
-
|
||||
Purchase of building with note
|
$
|
225,000
|
$
|
-
|
||||
Repayment of debt with common stock and options
|
$
|
843,458
|
$
|
-
|
||||
Purchase of recreational vehicle in exchange for receivable payment
|
$
|
47,776
|
||||||
Transfer of assets and liabilities to related party for return of common shares
|
$
|
-
|
$
|
1,019,892
|
|
December 31, 2017
|
December 31, 2016
|
||||||
Loans with related parties:
|
||||||||
Znergy, Inc. officers and stockholders
|
$
|
171,518
|
$
|
135,749
|
|
December 31, 2017
|
December 31, 2016
|
||||||||||||||
|
Number of Options
|
Weighted Average
Exercise Price
|
Number of Options
|
Weighted Average
Exercise Price
|
||||||||||||
|
||||||||||||||||
Options outstanding at beginning of year
|
2,400,000
|
$
|
0.10
|
-
|
$
|
0.10
|
||||||||||
Changes during the year:
|
||||||||||||||||
Granted - at market price
|
13,000,000
|
$
|
0.10
|
2,400,000
|
$
|
0.10
|
||||||||||
Exercised
|
-
|
-
|
||||||||||||||
Forfeited
|
1,000,000
|
$
|
0.10
|
-
|
$
|
0.10
|
||||||||||
Options outstanding at end of year
|
14,400,000
|
$
|
0.10
|
2,400,000
|
$
|
0.10
|
||||||||||
Options exercisable at end of year
|
6,675,002
|
$
|
0.10
|
-
|
$
|
0.10
|
||||||||||
Weighted average fair value of options granted during the year
|
$
|
1,087,000
|
$
|
0.10
|
$
|
100,800
|
$
|
0.10
|
|
December 31, 2017
|
December 31, 2016
|
||||||||||||||
|
Number of Options
|
Weighted Average
Exercise Price
|
Number of Options
|
Weighted Average
Exercise Price
|
||||||||||||
|
||||||||||||||||
Options outstanding at beginning of year
|
5,000,000
|
$
|
0.10
|
-
|
$
|
0.10
|
||||||||||
Changes during the year:
|
||||||||||||||||
Granted - at market price
|
35,800,000
|
$
|
0.10
|
5,000,000
|
$
|
0.10
|
||||||||||
Exercised
|
-
|
-
|
||||||||||||||
Expired/Forfeit
|
9,458,906
|
$
|
0.10
|
-
|
$
|
0.10
|
||||||||||
Options outstanding at end of year
|
31,341,094
|
$
|
0.10
|
5,000,000
|
$
|
0.10
|
||||||||||
Options exercisable at end of year
|
3,917,052
|
$
|
0.10
|
112,359
|
$
|
0.10
|
||||||||||
Weighted average fair value of options granted during the year
|
$
|
3,114,600
|
$
|
0.10
|
$
|
275,000
|
$
|
0.10
|
Non-exercisable options
|
||||||||
|
Number
Issued
|
Average
Exercise
Price
|
||||||
|
||||||||
Total non-exercisable options outstanding - December 31, 2016
|
7,287,641
|
|||||||
Options issued
|
48,800,000
|
0.10
|
||||||
Options expired
|
(10,346,547
|
)
|
0.10
|
|||||
Options cancelled
|
-
|
0.10
|
||||||
Options vested
|
(10,592,054
|
)
|
0.10
|
|||||
Total non-exercisable options outstanding - December 31, 2017
|
35,149,040
|
|
Weighted
|
|||||||
|
Number
|
Average
|
||||||
|
Of
|
Exercise
|
||||||
|
Warrants
|
Price
|
||||||
|
||||||||
Warrants outstanding at beginning of year
|
-
|
|||||||
Changes during the year:
|
||||||||
Granted
|
16,924,960
|
$
|
0.15
|
|||||
Exercised
|
-
|
|||||||
Expired
|
-
|
|||||||
Warrants outstanding at end of year
|
16,924,960
|
$
|
0.15
|
|||||
Warrants exercisable at end of year
|
16,924,960
|
Accumulated deficit
|
$
|
12,439,218
|
||
Shares and options issued for services
|
(4,418,951
|
)
|
||
Shares issued for purchased research in acquisition
|
(5,988,000
|
)
|
||
Operating loss available to offset income
|
$
|
2,032,267
|
Income Tax at Statutory Rate
|
34
|
%
|
||
Effect of Valuation Allowance
|
(34
|
%)
|
||
|
-
|
Exhibit No.
|
Description
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
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: June 6, 2018
|
By: /s/ David Baker
|
|
David Baker
|
|
CEO and Director
|
|
(Principal Executive Officer)
|
|
|
1 Year Znergy (CE) Chart |
1 Month Znergy (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