Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - NEAH POWER SYSTEMS, INC.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - NEAH POWER SYSTEMS, INC.exhibit32_1.htm
EX-31.2 - EXHIBIT 31.2 - NEAH POWER SYSTEMS, INC.exhibit31_2.htm
EX-31.1 - EXHIBIT 31.1 - NEAH POWER SYSTEMS, INC.exhibit31_1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2014

 

Commission file number 000-49962 

_______________________

 

NEAH POWER SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

_______________________

 

Nevada

88-0418806

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification Number)

 

22118 20th Avenue SE, Suite 142

Bothell, Washington 98021

(Address of principal executive offices)

 

(425) 424-3324

(Issuer’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x    No  ¨   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  x    No  ¨   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ 

Accelerated filer ¨ 

Non-accelerated filer ¨ 

Smaller reporting Company

 

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ¨    No  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

Outstanding as of Aug 14, 2014

Common Stock, $0.001 par value

963,003,183

 

 

 

1

 

 


 

 

Table of Contents

 EXPLANATORY NOTE

As used herein, the terms “Neah,” “Neah Power,” “Neah Power Systems,” “Company,” “we,” “our” and like references mean and include both Neah Power Systems, Inc., a Nevada corporation, and our wholly-owned subsidiary, Neah Power Systems, Inc., a Washington corporation.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Specifically, all statements other than statements of historical facts included in this Quarterly  Report on Form 10-Q regarding our financial position, business strategy and plans and objectives of management for future operations are forward-looking statements. These forward-looking statements are based on the beliefs of management, as well as assumptions made by and information currently available to management. When used in this Annual Report on Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “continue” and “intend,” and words or phrases of similar import, as they relate to our financial position, business strategy and plans, or objectives of management, are intended to identify forward-looking statements.

These statements reflect our current view with respect to future events and are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from those expressed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no duty to update or revise any forward-looking statements after the date of this Quarterly Report on Form 10-Q and the documents incorporated herein by reference or to conform them to actual results, new information, future events or otherwise, except as may be required by law.

 

3

 

 


 

PART 1 - FINANCIAL INFORMATION

Item 1.                   Financial Statements

NEAH POWER SYSTEMS, INC

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

JUNE 30,

2014

 

SEPTEMBER 30,

2013

 

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

$

1,220,671

 

$

18,346

Note receivable net of allowances for uncollectible accounts of $58,347

 

-

 

 

-

Accounts receivable

 

6,300

 

 

6,300

Prepaid expenses and other current assets

 

145,286

 

 

108,542

Total current assets

 

1,372,257

 

 

133,188

 

 

 

 

 

 

Property and equipment, net

 

86,474

 

 

9,615

Total assets

$

1,458,731

 

$

 142,803

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

697,065

 

$

 882,674

Accrued compensation and related expenses

 

446,725

 

 

381,873

Other liabilities

 

91,487

 

 

88,354

Notes payable and accrued interest, net of discount of $66,085 and $37,908, respectively

 

440,268

 

 

135,844

Total current liabilities

 

1,675,545

 

 

1,488,745

 

 

 

 

 

 

Commitments and contingencies (see note 7)

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

Preferred stock -

 

 

 

 

 

$0.001 par value; 5,000,000 shares authorized Series B convertible; 2,000,000 shares designated 1,314,988 and 286,700 shares issued and outstanding, respectively

$

1,315

 

$

 287

Common stock

 

 

 

 

 

$0.001 par value, 1,800,000,000 shares authorized, 963,003,183 and 766,991,327 shares issued and outstanding, respectively

 

963,003

 

 

766,991

Additional paid-in capital

 

60,180,035

 

 

56,422,602

Accumulated deficit

 

(61,361,167)

 

 

(58,535,822)

Total stockholders' deficit

 

(216,814)

 

 

(1,345,942)

 

 

 

 

 

 

Total liabilities and stockholders' deficit

$

1,458,731

 

$

 142,803

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

4


 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

NEAH POWER SYSTEMS, INC

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE THREE MONTHS ENDED

JUNE 30,

 

FOR THE NINE MONTHS ENDED

JUNE 30,

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

 

$

103,887

 

$

-

 

$

149,179

Cost of Revenues

 

-

 

 

2,332

 

 

-

 

 

2,332

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

-

 

 

101,555

 

 

-

 

 

146,847

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

Research and development expense

 

316,343

 

 

246,355

 

 

598,235

 

 

506,967

General and administrative expense

 

528,196

 

 

381,121

 

 

1,505,932

 

 

1,157,828

Total operating expenses

 

844,539

 

 

627,476

 

 

2,104,167

 

 

1,664,795

Loss from operations

 

(844,539)

 

 

(525,921)

 

 

(2,104,167)

 

 

(1,517,948)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

Financing costs

 

(101,339)

 

 

(2,500)

 

 

(263,569)

 

 

(36,900)

Interest expense

 

(14,275)

 

 

(44,122)

 

 

(68,675)

 

 

(111,951)

Gain on sale of equpipment

 

13,699

 

 

-

 

 

13,699

 

 

-

Gain (Loss) on settlement of liabilities, net

 

1,625

 

 

(2,047)

 

 

(402,633)

 

 

(60,018)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(944,829)

 

$

(574,590)

 

$

(2,825,345)

 

$

(1,726,817)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to compute net loss per share

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

936,826,593

 

 

606,732,765

 

 

873,013,636

 

 

557,221,918

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

5


 

 

 

 

NEAH POWER SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the nine months ended June 30,

 

2014

 

2013

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

$

(2,825,345)

 

$

(1,726,817)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation

 

1,416

 

 

628

Amortization of debt discount

 

56,013

 

 

108,590

Financing costs paid in equity and debt issuance

 

104,568

 

 

-

Stock-based compensation expense from options, warrants, and shares issued for services

 

530,836

 

 

80,134

Loss on settlement of liabilities, net

 

402,633

 

 

60,018

Gain on sale of assets

 

(13,699)

 

 

-

Other

 

20,946

 

 

(3,543)

Changes in operating assets and liabilities

 

 

 

 

 

Accounts Receivable

 

-

 

 

32,200

Prepaid expenses and other current assets

 

8,256

 

 

248,987

Accounts payable

 

(155,611)

 

 

437,247

Accrued compensation and related expense

 

64,852

 

 

194,544

Accrued interest and other liabilities

 

17,861

 

 

18,177

Net cash used in operating activities

 

(1,787,274)

 

 

(549,835)

Cash flows from investing activities

 

 

 

 

 

Proceeds from sale of fixed assets

 

76,537

 

 

-

Purchases of fixed assets

 

(41,427)

 

 

-

Net cash provided by investing activities:

 

35,110

 

 

-

Cash flows from financing activities:

 

 

 

 

 

Proceeds from sale of common stock

 

1,200,000

 

 

195,000

Proceeds from notes payable, net

 

570,000

 

 

160,500

Proceeds from sale of preferred stock

 

1,314,988

 

 

-

Proceeds from warrant exercise

 

2,000

 

 

-

Principal payments on notes payable

 

(132,500)

 

 

(28,333)

Net cash provided by financing activities

 

2,954,488

 

 

327,167

Net change in cash and cash equivalents

 

1,202,324

 

 

(222,668)

Cash and cash equivalents, beginning of year

 

18,346

 

 

235,145

Cash and cash equivalents, end of year

$

1,220,671

 

$

12,477

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

Cash paid for interest

$

5,647

 

$

-

Cash paid for income taxes

$

-

 

 

 

 

 

 

 

 

 

Noncash investing and financing activities

 

 

 

 

 

Shares and Warrants issued in connection with settlement of liabilities and conversion of convertible notes

$

597,278

 

$

334,034

Shares issued in connection with an Asset Purchase Agreement

$

120,633

 

 

 

Accounts payable exchanged into notes payable and long-term obligations

$

-

 

$

15,000

Discount (including beneficial conversion feature) on notes payable

$

91,671

 

$

142,381

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

6


 

 

 

 

 

NEAH POWER SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the nine months ended June 30, 2014

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

Total

Stockholders'

Deficit

 

Series B Preferred Stock

 

Common stock

 

Additional

paid-in

capital

 

Accumulated

Deficit

 

 

Shares

 

Amount

 

Shares

 

Amount

 

 

 

Balances at September 30, 2013

286,700

 

$

287

 

766,991,327

 

$

766,991

 

$

56,422,602

 

$

(58,535,822)

 

$

(1,345,942)

Issuance of common stock in settlement of liabilities

 

 

 

 

 

18,545,595

 

 

18,546

 

 

521,454

 

 

 

 

 

540,000

Issuance of common stock on conversion of notes payable

 

 

 

 

 

15,353,144

 

 

15,353

 

 

41,925

 

 

 

 

 

57,278

Issuance of common stock and warrants for services

 

 

 

 

 

3,506,679

 

 

3,507

 

 

141,147

 

 

 

 

 

144,654

Issuance of common stock for cash

 

 

 

 

 

33,333,333

 

 

33,333

 

 

466,667

 

 

 

 

 

500,000

Issuance of common stock for funding and asset purchase

 

 

 

 

 

60,100,000

 

 

60,100

 

 

760,533

 

 

 

 

 

820,633

Issuance of common stock in connection with notes payable

 

 

 

 

 

7,294,748

 

 

7,295

 

 

89,774

 

 

 

 

 

97,068

Exercise of warrants

 

 

 

 

 

1,612,204

 

 

1,612

 

 

388

 

 

 

 

 

2,000

Stock-based compensation - options

 

 

 

 

 

 

 

 

 

 

 

386,181

 

 

 

 

 

386,181

Issuance of Series B Preferred Stock

1,314,988

 

 

1,315

 

 

 

 

 

 

 

1,313,673

 

 

 

 

 

1,314,988

Conversion of Series B Preferred Stock to common stock

(286,700)

 

 

(287)

 

56,266,153

 

 

56,266

 

 

(55,979)

 

 

 

 

 

-

Beneficial conversion feature on convertible debt issued

 

 

 

 

 

 

 

 

 

 

 

91,671

 

 

 

 

 

91,671

Net loss for the nine months ended June 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(2,825,345)

 

 

(2,825,345)

Balances at June 30, 2014

1,314,988

 

$

1,315

 

963,003,183

 

$

963,003

 

$

60,180,035

 

$

(61,361,167)

 

$

(216,814)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

 

7

 

 


 

 NEAH POWER SYSTEMS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended June 30, 2014 and 2013 respectively.

(Unaudited)

 

Note 1.   Organization and Description of Business

 

Organization

Our Company was incorporated in the State of Nevada in 2001, as Neah Power Systems, Inc., and together with its subsidiary, is referred to as the “Company”, “we”, “us”, or “our”.

 

Business

We are engaged in the development and sale of renewable energy solutions using our direct methanol micro fuel cell technology. Our fuel cells are designed to replace existing rechargeable battery technology in a variety of applications and can run in either aerobic or anaerobic modes. We are developing solutions specifically targeted for the military, transportation vehicles, and portable electronics applications. Our long-lasting, efficient and safe power solutions include devices, such as notebook PCs, military radios, and other power-hungry computer, entertainment and communications products. We use a unique patented, silicon-based design for our micro fuel cells that create higher power densities and enables lighter-weight, smaller form-factors, and will potentially create more cost effective manufacturing and potentially lower product costs.

 

We are developing two classes of fuel cells, one referred to as the PowerChip™ and the other as the BuzzBar™ suite of products. The PowerChip™ is a silicon based fuel cell that uses traditional computer chip manufacturing to build the fuel cell. The BuzzBar™ product was developed during the last two years using some processing steps of the PowerChip™ technology and using polymeric materials for a lower cost, consumer oriented product. The PowerChip™ is targeted for applications (anaerobic) where the quality of the surrounding air is unpredictable or not available like diesel-fumes contaminated environments or underwater applications. The BuzzBar™ product uses air from the surrounding environment and is targeted for consumer-oriented and less aggressive applications for lower power ranges. Our technology and its application have been validated both by our own research and customer results. We believe our fuel cells will outperform lithium ion batteries and other similar power sources, with longer run time, shorter recharge time, ease of portability, and other measures of performance. We anticipate that our fuel cell solution will be particularly beneficial in applications requiring the use of more than one battery because the user will only need to use a single fuel cell with a supply of smaller fuel cartridges, resulting in reduced overall size and weight.

 

 

Note 2.   Basis of Presentation and Summary of Significant Accounting Policies

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the fiscal year ended September 30, 2013, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 10, 2014. The information furnished in this Report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our consolidated financial position, results of operations and cash flows for each period presented. The results of operations for the interim period ended June 30, 2014 may not be indicative of future results.

 

Use of estimates in the preparation of financial statements

Preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the valuation of equity related instruments and valuation allowance for deferred income tax assets.

 

 


 

Consolidation

The consolidated financial statements include the accounts of our Company and our wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated.

 

Fair value of financial instruments

The carrying value of cash and cash equivalents approximate their fair value (determined based on level 1 inputs in the fair value hierarchy) based on the short-term nature of these financial instruments. The carrying values of the note receivable (before allowance) and notes payable and accrued interest approximate their fair value (determined based on level 3 inputs in the fair value hierarchy) because interest rates approximate market interest rates.

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the fiscal and interim reporting periods beginning after December 15, 2016 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. Management is currently evaluating the impact of the Company's pending adoption of ASU 2014-09 on its condensed consolidated financial statements.

 

Note 3. Going concern

 

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of our Company as a going concern. Since inception, we have reported net losses, including losses of $2,385,899 and $999,544 during the years ended September 30, 2013 and 2012, respectively. We have reported a net loss of $2,825,345 during the nine months ended June 30, 2014, and we expect losses to continue in the near future as we grow our operations. At June 30, 2014, we have a working capital deficit of $303,288 and accumulated deficit of $61,361,167. Net cash used by operating activities was $1,787,274 and $549,835 during the nine months ended June 30, 2014 and 2013, respectively. We have funded our operations primarily through sales of our common and preferred stock and short-term borrowings. In this regard, during the nine months ended June 30, 2014, we raised net cash of $2,954,488 from our financing activities.

 

 

Note 4. Net Loss per Share

 

Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. All common stock equivalents for 2014 and 2013 are excluded as the effect would be anti-dilutive due to our net losses. The following numbers of shares have been excluded from net loss per share computations for the three and nine months ended June 30, 2014 and 2013:

  

 

2014

 

2013

Convertible Series B Preferred Stock

116,524,653

 

72,043,104

Convertible debt

40,606,041

 

29,740,991

Common stock options

239,382,543

 

240,482,543

Common stock purchase warrants

372,205,978

 

353,724,802

 

 

9

 

 


 

 

Table of Contents

 

Note 5.  Notes Payable

 

Notes payable and accrued interest consisted of the following at June 30, 2014 and September 30, 2013:

 

 

 

June 30,

2014

 

September 30,

2013

 

 

Convertible debentures

$

502,500

 

$

170,774

Accrued interest

 

3,853

 

 

2,978

Debt discount

 

(66,085)

 

 

(37,908)

 

$

440,268

 

$

135,844

 

Settlement of Notes Payable

In October 2013, we issued a convertible promissory note to an investor in the amount of $20,000 for net proceeds of $19,000. The note is interest bearing at a rate of 6% per annum and has a maturity date of September 30, 2014. The Company recorded beneficial conversion feature in the amount of $14,965 for this note, which has been amortized to interest expense in the nine months ended June 30, 2014. In April 2014, the note holders converted the $20,000 note in full into 1,504,139 shares of common stock. The Company amortized the remaining beneficial conversion feature in the amount of $7,481 to interest expense in our condensed consolidated statement of operations for the quarter ended June 30, 2014.

 

During the quarter ended December 31, 2013, one of our convertible note holders converted the remaining balance of $38,274 plus interest into 14,068,600 share of common stock. The Company amortized the remaining beneficial conversion feature in the amount of $23,427 to interest expense in our condensed consolidated statement of operations for the quarter ended December 31, 2013.

  

In October 2013 we received $100,000 under two security purchase agreements together with two 18% senior debentures. The debentures were to be paid back if the Company raises in excess of $265,000 in debt or equity financing.  The debentures carried a minimum interest amount equal to $2,250 each In December 2013 the Company paid $52,250 to each of the holders in full payment of the notes and also issued 1,978,143 shares of common stock each per the agreement. We recorded $37,980 to finance charges for this stock issuance in our condensed consolidated statement of operations for the quarter ended December 31, 2013.

  

In December 2013 we exercised the Company’s right to prepay a convertible note of $32,500. The note bore interest at a rate of 8% per annum and included a prepayment penalty of 50%.The Company recorded $16,250 in prepayment penalties to finance charges in our condensed consolidated statement of operations for the quarter ended December 31, 2013, and amortized the remaining beneficial conversion feature of $14,481 to interest expense in our condensed consolidated statement of operations for the quarter ended December 31, 2013. The note has been returned “paid-in-full”.

 

In March 2014 the Company and one of its note holders agreed to convert a $100,000 note plus interest of $5,742 dated July 1, 2013, into 17,000,000 shares of common shares with a fair value of $510,000. We recorded $404,258 to loss on debt conversion in our condensed consolidated statement of operations for the nine months ended June 30, 2014 for this conversion.

 


 

 

Table of Contents

 

 

Issuance of Convertible Promissory Note

On May 7, 2014 we received an initial payment on a May 5, 2014 Securities Purchase Agreement with Inter-Mountain Capital Corporation LLC, for the sale of a 5% Secured Convertible Promissory Note in the principal amount of $832,500, which includes legal expenses in the amount of $7,500 and a $75,000 original issue discount, for net proceeds of $750,000, consisting of $450,000 paid in cash at closing and two secured promissory notes payable to the company, aggregating $300,000, bearing interest at the rate of 5% per annum.  The security for this Secured Convertible Promissory Note is solely the two secured promissory notes payable to the company referred to above.  These two secured promissory notes payable to the Company may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity. We are carrying the net value of these notes on our condensed consolidated balance sheet at June 30, 2014, in the amount of $502,500. The Company has no obligation to pay Investor any amounts on the unfunded portion of the Note.  The note bears interest at the rate of 5% per annum.  All interest and principal must be repaid on or prior to October 7, 2015. However, the payment terms of this note causes full repayment of the current net amount in less than 12 months and therefore is classified as a current liability. The note is convertible into common stock at the price of $0.05 per share.  The Company has the option to prepay the note at the rate of 125%. The company recorded beneficial conversion feature in the amount of $76,706 of which $10,021 has been expensed to interest expense in our condensed consolidated statement of operations during the quarter ended June 30, 2014.

 

 

Note 6.  Preferred Stock and Common Stock

 

Preferred Stock - Our board of directors has the authority to designate and issue up to 5,000,000 shares of $0.001 par value preferred stock in one or more series, and to fix and determine the relative economic rights and preferences of preferred shares any or all of which may be greater than the rights of our common stock, as well as the authority to issue such shares without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult. As of June 30, 2014, we had one class of preferred stock designated; 2,000,000 shares as Series B preferred stock, leaving 3,000,000 shares of undesignated preferred stock.

 

Series B Preferred Stock -  As of June 30, 2014 and September 30, 2013, we have 1,314,988 and 286,700 shares of Series B preferred stock respectively issued and outstanding.  In July 2011, we filed a Certificate of Designation with the Nevada Secretary of State, to set forth the rights, preferences and privileges of the Series B preferred stock (“Series B”) and on March 6, 2014, we filed an amendment with the State of Nevada increasing the number of Series B shares designated to 2,000,000.   Holders of Series B have no redemption rights and each share of Series B is entitled to interest at a simple interest rate of 6% per annum. Series B is convertible, at the discretion of our management, into shares of our common stock, except that the holders of the Series B may elect to convert the Series B into common stock upon or after the resignation or termination of our Chief Executive Officer. The number of shares of common stock issuable upon conversion is calculated by (i) multiplying the number of Series B being converted by the per share purchase price received by the Company for such Series B , and then, multiplying such number by 130% and then dividing this calculated value by the average closing bid price, as defined, or by (ii) first, allocating the Series B proportionately according to the amounts by date of individual cash tranches received by the Company then, second, multiplying the number of Series B being converted, identified by tranche, by the per share purchase price received by the Company for such Series B, and then, multiplying such number or numbers by 130% and, finally, dividing the calculated value(s) by the average closing bid price, as defined. The holders of the Series B are entitled to vote with the holders of our common stock with the number of votes equal to the number of common shares available by conversion to the holders of the Series B. We have the right to redeem the Series B in cash at the face amount plus any accrued, but unpaid dividends.

 

During the quarter ended December 31, 2013, we issued 36,000 shares of Series B preferred stock to Summit Trading Limited at a price per share of $1 for gross cash proceeds of $36,000 under the terms of a Security Purchase Agreement.

 

 

11

 

 


 

During the quarter ended March 31, 2014, the Company opted to convert 142,200 shares of Series B preferred stock, together with dividends in the amount of $21,151, into 26,777,382 shares of common stock per the Series B certificate of designation for Sierra Trading Corp in three separate tranches.

 

During the quarter ended March 31, 2014, the Company opted to convert 144,500 shares of Series B preferred stock, together with dividends in the amount of $34,426, into 29,488,771 shares of common stock per the Series B certificate of designation for Summit Trading Limited in three separate tranches.

 

In March 2014, we issued 475,119 shares of Series B preferred stock to Sierra Trading Corp at a price per share of $1 for gross cash proceeds of $475,119 under the terms of a Security Purchase Agreement.

 

In March 2014, we issued 237,270 shares of Series B preferred stock to Summit Trading Limited at a price per share of $1 for gross cash proceeds of $237,270 under the terms of a Security Purchase Agreement.

 

In April 2014, we issued 250,789 shares of Series B preferred stock to Sierra Trading Corp at a price per share of $1 for gross cash proceeds of $250,789 under the terms of a Security Purchase Agreement.

 

In May 2014, we issued 229,816 shares of Series B preferred stock to Summit Trading Limited at a price per share of $1 for gross cash proceeds of $229,816 under the terms of a Security Purchase Agreement.

 

In June 2014, we issued 85,994 shares of Series B preferred stock to Summit Trading Limited at a price per share of $1 for gross cash proceeds of $85,994 under the terms of a Security Purchase Agreement.

 

 

Common Stock - We are authorized to issue up to 1.8 billion shares of $0.001 par value common stock. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock. Subject to the rights of the holders of any class of our capital stock having any preference or priority over our common stock, the holders of shares of our common stock are entitled to receive dividends that are declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in our net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. Our common stock has no preemptive rights, conversion rights, redemption rights, or sinking fund provisions, and there are no dividends in arrears or in default. All shares of our common stock have equal distribution, liquidation and voting rights and have no preferences or exchange rights.

 

Common Stock issued for cash and assets – In November 2013, the Company entered into agreements with Clean Tech Investors, LLC (“Clean Tech”), to issue 60,100,000 shares of restricted common stock of the Company to Clean Tech for $700,000 of cash and equipment and other fixed assets with an estimated fair value of $120,633.  In connection with the agreements with Clean Tech, our board of directors appointed William M. Shenkin, a managing member of Clean Tech, to serve on the Company’s board.  The fair value of the common stock issued as of the date of the agreements was approximately $313,000 which was less than the value of cash and fixed assets received of $821,000.  The additional $508,000 is considered a capital contribution by Clean Tech in relation to the significant ownership interest and board seat.

 

Common Stock issued for cash - In June 2014, the Company issued 33,333,333 shares of common stock to John de Neufville together with two three year warrants to purchase 11,666,666 shares for $500,000 in cash proceeds under a Security Purchase Agreement. The first warrant is for 8,333,333 shares of common stock with an exercise price of $0.03 and the second warrant is for 3,333,333 shares of common stock at an exercise price of $0.0375.

  

Common Stock issued for services– In March 2014, we issued 381,679 shares of common stock to Hitman, Inc. as the final payment of a service contract dated September 16, 2013. The contract is completed and the Company has amortized in full the $51,000 of the contract to general and administrative expenses during the term of the contract.

 

In March 2014, we issued 1,875,000 shares of common stock in partial payment to Agoracom Investor Relations Corp for services under a contract dated February 1, 2014. The Company recorded $37,500 to general and administrative expenses for this transaction.

 

 

12

 

 


 

 

Table of Contents

 

 

In April 2014, the Company issued 1,250,000 shares of common stock to Compete Advisory Partners, LLC. under a Consulting and Representation Agreement. We recorded $27,375 to prepaid service contract on issuance of which $12,168 has been amortized to general and administrative expense in our condensed consolidated statement of operations for the three months ended June 30, 2014.

 

Common Stock issued in settlement of liabilities - In March 2014, the Company issued 1,545,595 shares of common stock to Global Resource Advisors, LLC, as a partial payment of outstanding invoices per contract. We recorded a reduction to Accounts Payable of $30,000 on our condensed consolidated balance sheet for this transaction.

 

Common Stock issued in connection with notes payable - In March 2014, the Company issued 1,538,462 shares of common stock to Clark Dodge & Company in consideration of a finder’s fee under a Bridge Loan Engagement Letter dated October 1, 2013. We recorded $10,000 to finance costs for this transaction.

 

In May 2014, we issued 1,800,000 shares of common stock and $36,000 in cash to Carter Terry & Company in consideration of a fee under a Placement Agent Agreement dated March 4, 2014. The Company recorded $72,000 to financing costs for this transaction.

 

Long-term incentive compensation plan - Our Long Term Incentive Compensation Plan (the “Plan") was adopted in 2006, amended in 2009 and 2013. The Plan is administered by our board of directors. Our Board amended the Plan increasing the aggregate number of shares available for issuance to 25,000,000 in 2009, and to 325,000,000 in 2013. The Plan contains provisions for the granting of incentive stock options (“ISO(s)”) and was approved in July 2014 by shareholders in a 14A Proxy Consent Solicitation. We have granted stock options under the Plan to employees, members of our board of directors, advisors and consultants. No options have been exercised. Options are exercisable for ten years from date of grant.

 

In August 2013, the Board of Directors reorganized and consolidated the Company's five outstanding employee/director compensation plans into the surviving Plan. The Board terminated the Employee Stock Purchase Plan adopted in 2008 (no awards/purchases made; 900,000 common share pool), the 2010 Retention Bonus Plan and the 2012 Retention Bonus Plan , with the proviso that the nine (9) cash award grants, representing a maximum aggregate $193,600 potentially payable under the grants issued under the retention bonus plans shall survive the plan terminations. The payment of the cash awards issued under the bonus retention plans is subject in all cases to a “best efforts” condition in favor of the Company and ,therefore, are not accrued as liabilities in our financial statements; the Board also terminated the Sales Incentive Plan and the 8 recipients of stock option grants thereunder agreed to accept new stock option grants to be issued under the surviving  Plan in exchange for their outstanding grants under the terminated Sales Incentive Plan being cancelled.  The cash compensation portion of the Sales Incentive Plan shall continue based only on the revenues that the Company achieves.  Accordingly, and by virtue of an amendment to the Plan, the Board consolidated its 25,000,000 share pool with the 300,000,000 common share pool from the terminated Sales Incentive Plan. The 8 new stock option grants, representing an aggregate 219,200,000 underlying shares, issued to the recipients in exchange for the termination of their grants in the same aggregate share amount under the terminated Sales Incentive Plan, all have vesting schedules that provide for the vesting of 25% of each grant upon receipt, followed by 25% grant vesting over the next three successive six month intervals, all with exercise prices of $.00354 per share. This plan consolidation maintained the available common share pool previously spread over all of the terminated plans and did not result in any increase in the number of common shares previously dedicated to these plan reserves.

 

The following table summarizes stock option activity for the nine months ended June 30, 2014:

 

 

Options

Outstanding

 

Weighted Average Exercise Price

Outstanding at September 30, 2013

240,482,543

 

$0.006

Granted

14,900,000

 

$0.0195

Exercised

-

 

-

Expired

(4,000,000)

 

0.00354

Forfeited

(12,000,000)

 

0.00354

Outstanding at June 30, 2014

239,382,543

 

$0.007

Exercisable at June 30, 2014

124,132,543

 

$0.008

 

 

13

 

 


 

 

Table of Contents

 

As of June 30, 2014, the aggregate intrinsic value of options outstanding and options vested, representing the excess of the closing market price of our common stock over the exercise price, is $2,553,207 and $1,403,441 respectively. As of June 30, 2014, we had $566,685 of total unrecognized compensation cost related to unvested options. Unrecognized compensation cost is to be recognized over 8-23 months.

 

Warrants – At June 30, 2014, there were warrants outstanding for the purchase of 372,205,978 shares of our common stock at a weighted average exercise price of $0.015 per share. During the nine months ended June 30, 2014, we issued warrants to purchase a total of 19,417,749, shares of common stock at a weighted average exercise price of $0.0394 per share, and four of our warrant holders exercised their warrants covering 2,113,333 shares of common stock, one for the price of $2,000 and three exercised with a cashless option, thus the number of shares issued was less than the warrants covered. During the nine months ended June 30, 2014, one of our warrant holders cancelled 16,666,668 of their warrants. The fair value of the warrants issued was calculated using the Black-Scholes-Merton model. Warrants outstanding at June 30, 2014 expire at various dates from August 2014 to December 2018. A summary of warrant activity during the nine months ended June 30, 2014 follows:

 

 

Warrants

Outstanding

Outstanding at September 30, 2013

371,568,230

Granted

19,417,749

Exercised

(2,113,333)

Cancelled

(16,666,668)

Expired

-

Outstanding at June 30, 2014

372,205,978

 

In March and May 2014, three of our warrant holders opted to convert their warrants to purchase 1,913,333 shares of common stock via cashless exercise into 1,412,204 shares of common stock.

Note 7. Commitments and Contingencies

Lease - Our corporate offices and laboratory facilities are leased under a lease agreement amended in November 2011.  Under the terms of the lease amendment, the term of the lease continued through October 31, 2013 at a monthly rent of $9,500, plus expenses. Our lease agreement provides for a month-to-month holdover status at the monthly rate of $9,500 plus operating expenses commencing November 1, 2013. The holdover status can be terminated by giving a two month notice to terminate.

2011 Contested Loan Write-Offs - As described in the notes to our consolidated financial statements for the year ended September 30, 2013 in our annual report on Form 10-K, during fiscal 2011 we wrote off certain contested notes payable to CAMHZN Master LDC, Agile Opportunity Fund (“Agile”), and Capitoline Advisors, Inc. (“Capitoline”) in an aggregate amount of approximately $1.6 million. In addition, during fiscal 2011, we rescinded 2,422,979 shares of our common stock previously issuable to Agile and Capitoline.  We wrote off the balance of these notes and shares after concluding that the total amount of our equity payments made on each of these notes represented payments in excess of the loan principal plus the maximum interest allowed under the applicable laws of the state of New York, the state by which the notes were governed.  These lenders dispute our conclusions and continue to allege that we are in default of our obligations. Although we believe that we have paid our obligations on the notes to the maximum amount permitted or required under applicable law, it is reasonably possible that one or more of these lenders may bring legal action against us and there are no assurances whether we would prevail in any such action.

 

14

 

 


 

Disputes With Various Vendors and Lenders - Certain of our vendors and lenders have brought suits and/or obtained judgments in their favor regarding past due balances owed them by us. We have recorded these past due balances in liabilities in our condensed consolidated balance sheets at June 30, 2014, and September 30, 2013. In December 2013, one of our vendors brought suit against us. No judgment has been obtained. We have recorded the amount we believe we owe in this dispute in our accounts payable as of June 30, 2014.

Note 8. Related Party Transactions

 

For purposes of these condensed consolidated financial statements, Green World Trust, Summit Trading Limited, Sierra Trading Corporation, Bard Associates, Inc., PSN Components, LLC., and Clean Tech Investors, LLC, after their acquisition of shares discussed in note 6,  are considered related parties due to their beneficial ownership (shareholdings or voting rights) in excess of 5% during the nine months ended June 30, 2014. All material transactions with these investors for the nine months ended June 30, 2014 and 2013, not listed elsewhere, are listed below.

 

In March 2013 the company sold 32,608,696 restricted common shares and a 3-year warrant to purchase 3,896,104 restricted common shares at the exercise price of $0.015 per share to PSN Components, LLC (“PSN”) for the purchase price of $150,000 pursuant to the terms of a Securities Purchase Agreement.

 

During the nine months ended June 30, 2014 and 2013, we recorded consulting expense for Advanced Materials Advisory, LLC in the amount of $125,890 and $22,500 respectively for services by David Schmidt as Acting Principal Financial Officer. In the nine months ended June 30, 2013, we also recorded $15,000 for a separate consulting agreement with Advanced Materials Advisory, LLC., that ended in December, 2012. Advanced Materials Advisory is owned by David Schmidt, who is also a Member of Neah’s Board of Directors.

 

 

 

15

 

 


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Overview and Background

 

The following management’s discussion and analysis is intended to provide information necessary to understand our condensed consolidated financial statements and highlight certain other financial information, which in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition, and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial condition and operating results during the nine months ended June 30, 2014, compared to the nine months ended June 30, 2013. Operating results for the nine months ended June 30, 2014 are not necessarily indicative of the results that may be expected for any future period. Investors should read the following discussion and analysis in conjunction with our audited financial statements and related notes for the year ended September 30, 2013.

 

We are engaged in the development and sale of renewable energy solutions using our direct methanol micro fuel cell technology. Our fuel cells are designed to replace existing rechargeable battery technology in a variety of applications and can run in either aerobic or anaerobic modes. We are developing solutions specifically targeted for the military, transportation vehicles, and portable electronics applications. Our long-lasting, efficient and safe power solutions include devices, such as notebook PCs, military radios, and other power-hungry computer, entertainment and communications products. We use a unique patented, silicon-based design for our micro fuel cells that create higher power densities and enables lighter-weight, smaller form-factors, and will potentially create more cost effective manufacturing and potentially lower product costs.

 

We are developing two classes of fuel cells, one referred to as the PowerChip™ and the other as the BuzzBar™ suite of products. The PowerChip™ is a silicon based fuel cell that uses traditional computer chip manufacturing to build the fuel cell. The BuzzBar™ product was developed during the last two years using some processing steps of the PowerChip™ technology and using polymeric materials for a lower cost, consumer oriented product. The PowerChip™ is targeted for applications (anaerobic) where the quality of the surrounding air is unpredictable or not available like diesel-fumes contaminated environments or underwater applications. The BuzzBar™ product uses air from the surrounding environment and is targeted for consumer-oriented and less aggressive applications for lower power ranges. Our technology and its application have been validated both by our own research and customer results. We believe our fuel cells will outperform lithium ion batteries and other similar power sources, with longer run time, shorter recharge time, ease of portability, and other measures of performance. We anticipate that our fuel cell solution will be particularly beneficial in applications requiring the use of more than one battery because the user will only need to use a single fuel cell with a supply of smaller fuel cartridges, resulting in reduced overall size and weight.

 

We have an intellectual property portfolio consisting of 12 issued patents, 4 patents pending, 2 Canadian patent applications and various trade secrets for our proprietary technology.  We use a unique, patented and award winning, silicon-based design for our PowerChip™ micro fuel cells that enable higher power densities, lower cost and compact form-factors. The PowerChip™ technology has been recognized for both its innovativeness and its application potential from noted sources including the 2012 ZINO Green finalist, the 2010 WTIA finalist, 2010 Best of What’s New Popular Science and other awards.

 

Our business model includes the potential to license the manufacturing of our fuel cells or to purchase product directly from the Company. We believe that our licensing strategy will be particularly attractive to customers who have access to their own computer chip manufacturing capacity, because our PowerChip™ products can be manufactured with existing equipment used in the semiconductor industry without significant capital outlays for new equipment.

 

We also intend to design and distribute the fuel cartridges that these fuel cells require for refueling. We anticipate that we will generate future revenues from the sale and licensing of both fuel cartridges and the completed fuel cells. Our business plan contemplates that we will subcontract to third parties substantially all of the production and assembly of the fuel cells and fuel cartridges.

 

 

16

 

 


 

For the PowerChip™ technology, we are focusing our initial sales strategy on markets requiring anaerobic or low oxygen content environments, such as underwater, transportation, aerospace and military applications. Our product focus for fiscal 2014 will be directed to our business with the aforementioned US defense suppliers and the proposal to the commercial aviation provider, as well as fuel cell range extenders for electric and other recreational vehicles.

 

For the PowerChip™ and the BuzzBar™ products, we will also continue to pursue adoption in the consumer markets. While the size of the consumer markets is very significant, the adoption cycle can be much longer than the other markets that we are currently focused on. These longer adoption cycles are driven by longer lead times for product development, distribution, supply chain implementation, and consumer specific safety testing. We are in preliminary discussions with a large consumer Company for consumer applications, which, if successful, is expected to take 6 to 16 months for product placement on store shelves.

 

The deployment of our business strategy has been delayed during 2013 and 2014 by the availability of capital and our inability to raise sufficient capital to fund ongoing operations, sales and marketing and production. Assuming we are able to continue to obtain sufficient financing, we intend to focus on production and delivery of products to customers and sales efforts. We intend to continue to develop business relationships and demonstrate our technology to potential leading edge adopters.

 

Liquidity, Going Concern and Capital Resources

 

Our Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The report of our auditors on our Consolidated Financial Statements for our fiscal year ended September 30, 2013 indicates that there is substantial doubt about our ability to continue as a going concern based upon our balance sheet, cash flows and liquidity position. We cannot provide assurance that we will obtain sufficient funds from financing or operating activities to support continued operations or business deployment. Our financial statements for the nine months ended June 30, 2014 and 2013 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classifications of liabilities that may result from the outcome of this uncertainty.

 

Since our inception, we have reported net losses, including losses of $2,385,899 and $999,544 during the years ended September 30, 2013 and 2012, respectively. We have reported a net loss of $2,825,345 during the nine months ended June 30, 2014, and we expect losses to continue in the near future as we grow our operations. At June 30, 2014, we have a working capital deficit of $303,288 and an accumulated deficit of $61,361,167.

 

During the past several years, we have funded our operations through sales of our common and preferred stock, short-term borrowings, and settlement of accounts payable by issuance of common stock. During the nine months ended June 30, 2014, we have funded our operations through sales of our common and preferred stock and short-term borrowings. In this regard, during the nine months ended June 30, 2014, we raised net cash of $2,954,488 from our financing activities.

 

We require additional financing to execute our business strategy and to satisfy our near-term working capital requirements. Our operating expenses will use a significant amount of our cash resources.  As of June 30, 2014, we had $697,065 in accounts payable. Our management seeks to raise additional financing to fund future operations and to provide additional working capital to fund our business. Without additional funding, our cash is estimated to support our operations through November 2014. We cannot provide assurance that we will obtain sufficient funds from financing or operating activities to support continued operations or business deployment Without the needed funding or adequate cash flow from operations, we may be forced to curtail our development or cease our operations altogether, which may include seeking protection under the bankruptcy laws.

 

 

 

17

 

 


 

 

Table of Contents
 
Recent Financing Activities
 

In April 2014, the Company sold 250,789 Series B preferred shares to Sierra Trading Corp, for the purchase price of $250,789 pursuant to the terms of a Securities Purchase Agreement..

 

In May 2014, the Company sold 229,816 Series B preferred shares to Summit Trading Ltd, for the purchase price of $229,816 pursuant to the terms of a Securities Purchase Agreement.

 

In May 2014, the Company signed a Convertible Promissory Note in the amount of $832,500 and received proceeds in the amount of $450,000 in the first tranche (see note 5)

 

In June 2014, the Company sold 85,994 Series B preferred shares to Summit Trading Ltd, for the purchase price of $85,994 pursuant to the terms of a Securities Purchase Agreement.

 

In June 2014, the Company sold 33,333,333 shares of common stock, together with two 3 year warrants to purchase 11,666,666 shares of common stock for proceeds of $500,000 pursuant to the terms of a Security Purchase Agreement.

 

Results of Operations

 

For the three and nine months ended June 30, 2014, compared to the three and nine months ended June 30, 2013

 

We recorded no revenues for the three and nine months ended June 30, 2014 and we recorded $103,887 and $149,179 in revenue for the three and nine months ended June 30, 2013, due to a development contract revenues recognized in 2013. 

 

Research and development expenses (“R&D”) consist primarily of salaries and other personnel-related expenses, facilities costs, and other laboratory and research related expenses. Total R&D costs for the three and nine months ended June 30, 2014 increased $70,000 to $316,000 from $246,000 and increased $91,000 to $598,000 from $507,000 respectively. The three month increase was primarily due to increases in salaries of $19,000, project expense of $63,000, and a decrease facility costs of $23,000, and the six month increase was primarily due to an increase in salaries of $15,000, facility cost of $23,000, and project expenses of $46,000.

 

General and administrative expenses (“G&A”) consist primarily of salaries and related expenses for our management, finance and related personnel, as well as costs for marketing and sales expenses, professional fees, such as accounting and legal, corporate insurance and facilities costs, and non-employee members of our board of directors. G&A expenses increased $147,000 to $528,000 from $381,000 and increased $348,000 to $1,506,000 from $1,158,000 for the three and nine months ended June 30, 2014 compared to the same periods in 2013. The increase in G&A expense in the three and nine months ended June 30, 2014 was primarily due to the following:

 

·         an increase in board compensation of $1,600 and $5,000 to $18,000 and $54,000 in the three and nine months ended June 30, 2014 compared with $16,400 and $49,000 in the same periods in 2013.

 

·         an increase of $91,000 and $357,000 in stock option compensation to $105,000 and $371,000 in the three and nine months ended June 30, 2014 from $14,000 for the three and nine months ended June 30, 2013.

 

·         an increase of $45,000 to $49,000 from $4,000 and an increase of $172,000 to $198,000 from $26,000 in marketing expenses for the three and nine months ended June 30, 2014 compared with the same periods in 2013.

 

·         an decrease  in salaries expense of $12,000 from $105,000 and $8,000 from $291,000 (including taxes and benefits) to $93,000 and $283,000 for the three and nine months ended June 30, 2014 compared to the same period in 2013.

 

·         an increase in professional services of $7,000 to $231,000 and a decrease of $213,000 to $510,000 for the three and nine months ended June 30, 2014 compared with $224,000 and $723,000 recorded for the same periods in 2013.

 

 

18

 

 


 

 

Table of Contents

 

·         a decrease in facility cost of $2,000 and an increase of $4,000 to $6,000 and $28,000 compared to $8,000 and $24,000 for the three and nine months ended June 30, 2014 compared with the same periods in 2013.

 

·         an increase in other expenses of $7,000 to $17,000 and $23,000 to $54,000 for the three and nine months ended June 30, 2014 compared with $10,000 and $31,000 for the same periods in 2013.

 

During the three and nine months ended June 30, 2014, we recorded a gain on settlement of liabilities of $2,000 and a  net loss on the settlement of liabilities of $403,000 compared with a net loss of $2,000 and $60,000 in the same periods in 2013.

 

Interest expense decreased by $30,000 to $14,000 and $43,000 to $69,000 for the three and nine months ended June 30, 2014 compared to $44,000 and $112,000 in the same periods in 2013. The decrease in the quarter ended June 30, 2014 compared with the same period in 2013 was primarily due to overall lower debt discount costs amortized to interest expense in 2014.

 

Financing costs increased $99,000 to $101,000 and $227,000 to $264,000 for the three and nine months ended June 30, 2014 from $2,000 and $37,000 in the same periods in fiscal 2013 due to costs of financing efforts in 2014.

 

We are not certain how the current economic downturn may affect our business. Because of the global recession, government agencies and private industry may not have the funds to purchase its power systems. It may also be more difficult for us to raise capital in the current economic environment. Other than as discussed herein, the Company does not know of any material trends, events or uncertainties that may impact its operations in the future.

 

 

Critical Accounting Policies and Estimates

 

We prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. Our critical accounting policies include revenue recognition, accounting for research and development costs, accounting for contingencies, accounting for income taxes, and accounting for share-based compensation. For a more detailed discussion on our accounting policies, see Note 2 to our Consolidated Financial Statements included in our September 30, 2013, form 10-K.

 

Off-Balance Sheet Arrangements

 

As of June 30, 2014 we did not have any off-balance sheet arrangements.

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

Not applicable

 

19

 

 


 

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2014. Based upon that evaluation, our Chief Executive Officer and Acting Principal Financial Officer concluded that our disclosure controls and procedures were not effective for gathering, analyzing and disclosing the information that we are required to disclose in reports filed under the Securities Exchange Act of 1934, as amended.  In performing the assessment for the quarter ended June 30, 2014, our management concluded that our disclosure controls and procedures were not effective to accomplish the foregoing, due to the material weakness in internal control over financial reporting that was first identified in 2008 and was most recently described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2013.

Changes in Internal Controls Over Financial Reporting.

No changes were made in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Disclosure Controls and Procedures.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

20

 

 


 

PART II - OTHER INFORMATION

Item 1.                   Legal Proceedings.

From time to time, we become subject to legal proceedings and other claims that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to predict. An unfavorable resolution of one or more of these lawsuits would materially adversely affect our business, results of operations, or financial condition. The need to defend any such claims could require payments of legal fees and our limited financial resources could severely impact our ability to defend any such claims.

 

As of June 30, 2014 we remained a party to certain judgments and legal actions related to failure to pay outstanding invoices on Accounts Payable, which is included in our financial statements as Accounts Payable and Notes Payable. We continue to work with these vendors to negotiate and settle these debts, based on available cash resources.

 

Item 1A.                Risk Factors.

Investors should carefully consider the risk factors set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2013 which could materially affect our business, financial position and results of operations.

Item 2.                   Unregistered Sales of Equity Securities and Use of Proceeds.

The information below lists all of the securities we sold during the three months ended June 30, 2014, which were not registered under the Securities Act, including all sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities. No underwriting discounts or commissions were incurred in connection with any of the following transactions except as noted below. Each of the transactions was conducted as a private placement, without the use of any general solicitation, and was exempt from registration under Section 4(a)(2) of the Securities Act.

 

·         During the quarter ended June 30, 2014, we issued 315,810 shares of our Series B preferred stock, valued at approximately $315,810 to Summit Trading Ltd under the terms of a Security Purchase Agreement.

·         During the quarter ended June 30, 2014, we issued 250,789 shares of our Series B preferred stock, valued at approximately $250,789 to Sierra Trading Corp under the terms of a Security Purchase Agreement.

·         In April 2014, we issued 1,504,139 shares of common stock, valued at $20,629, in 3 separate conversion of an outstanding convertible note payable to GEL Properties, LLC.

·         In April 2014, we issued 1,250,000 shares of common stock, valued at $27,375, to Complete Advisory Partners, LLC. in the first of 3 partial payments for services performed under an agreement.

·         In April 2014, the company issued a five year warrant to purchase 584,416 shares of common stock at a purchase price of $0.0154 to Sikich Corporate Financing, LLC., in consideration for services as a placement agent performed under an agreement. This transaction was valued at $13,089.

·         In May 2014, the company issued 1,800,000 shares of common stock to Carter, Terry & Company for services as a placement agent performed under an agreement. This transaction was valued at $36,000.

 

21

 

 


 

·         In June 2014, we issued 33,333,333 shares of common stock together with two three year warrants to purchase a total of 11,666,666 shares of common stock; 8,333,333 shares of common stock at a purchase price of $0.03, and 3,333,333 shares of common stock at a purchase price of $0.0375, for the purchase price of $500,000 under the terms of a Security Purchase Agreement.

·         In June 2014, the company issued a three year warrant to purchase 3,000,000 shares of common stock at a purchase price of 0.0172 to Slobodan Petrovic. The warrants will west every 3 months in 4 equal installment with the first vesting on September 10, 2014, and the last vesting on June 10, 2015.

 

Item 3.                   Defaults Upon Senior Securities.   

 

As described in the notes to our consolidated financial statements for the year ended September 30, 2013 in our annual report on Form 10-K, during fiscal 2011 we wrote off certain contested notes payable to CAMHZN Master LDC, Agile Opportunity Fund (“Agile”), and Capitoline Advisors, Inc. (“Capitoline”) in an aggregate amount of approximately $1.6 million and we rescinded 2,422,979 shares of our common stock previously issuable to Agile and Capitoline.  We wrote off the balance of these notes and shares after concluding that the total amount of our equity payments made on each of these notes represented payments in excess of the loan principal plus the maximum interest allowed under the applicable laws of the state of New York, the state by which the notes were governed.

We have previously received notices of default from these lenders during 2010, 2011, 2012 and most recently in February 2014. These lenders dispute our conclusions and continue to allege that we are in default of our obligations.  Although we believe that we have paid our obligations on the notes to the maximum amount permitted or required under applicable law, it is possible that one or more of these lenders may bring legal action against us, in which case we would defend such claims vigorously and institute counterclaims against such parties to the fullest extent of the law. As is the case in any such litigated actions, we cannot provide any assurances as to whether we would prevail in our defense or with our counterclaims.

We have previously disclosed in our quarterly report on Form 10-Q for the quarter ended December 31, 2011 and in our annual report on Form 10-K for the year ended September 30, 2011, the material terms of the respective loan agreements, the notes and our payments and stock issuances on the notes. 

Item 4.                   Mine Safety Disclosures.

                Not Applicable

Item 5.                   Other Information.

None

Item 6.                   Exhibits.

See the Exhibit Index immediately following the signature page of this report.

 

22

 

 


 

 

Exhibit Index

No. 

Description

Incorporation By Reference

 

 

 

 

 

 

 

 

 

10.48

Form of Securities Purchase Agreement with Summit Trading Ltd.

Filed as Exhibit 10.47 with Form 10-Q on May 15, 2014, and incorporated by reference herein

10.49

Form of Securities Purchase Agreement and Warrant agreement with John P. de Neufville.

Filed as Exhibits 10.1 and 10.2 with

Form 8-K on June 13, 2014, and incorporated by reference herein

10.50

Form of Securities Purchase Agreement and Secured Promissory Note for Inter-Mountain Capital Corporation, LLC

Filed as Exhibits 10.1 and 10.2 with

Form 8-K on May 13, 2014, and incorporated by reference herein

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

Filed herewith.

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer.

Filed herewith.

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 per Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith.

 

 

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

*   XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

24