Attached files
| file | filename |
|---|---|
| EX-32.1 - SECTION 906 CEO CERTIFICATION - Start Scientific, Inc. | ex321_906certification.htm |
| EX-31.1 - SECTION 302 CEO CERTIFICATION - Start Scientific, Inc. | ex311_302certification.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K
[ X ] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2016
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ___________
Commission file number: 000-52227
START SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-4910418 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) | |
| 521 Wilshire Blvd., Suite 101 | ||
| Oklahoma City, OK | 73116 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| (210) 758-5898 | ||
| Issuer’s Telephone Number, Including Area Code | ||
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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.
| 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
The aggregate market value of the Company’s voting stock held by non-affiliates computed by reference to the closing price as quoted on the Pink Sheets quotation system on June 30, 2016, was approximately $41,861.32. For purposes of this calculation, voting stock held by officers, directors, and affiliates has been excluded.
As of May 21, 2018, the Company had 652,899,353 outstanding shares of common stock, par value $0.00001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I.
ITEM 1. BUSINESS
Cautionary Factors That May Affect Future Results (Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)
The disclosure and analysis set forth herein concerning Start Scientific, Inc. (hereafter, “we”, “our”, “us”, or the “Company”)contains certain forward looking statements, particularly statements relating to future actions, performance or results of current and anticipated products and services, sales efforts, expenditures, and financial results. From time to time, we also provide forward-looking statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations or forecasts of future events such as new products or services, product approvals, revenues, and financial performance. These statements are identified as any statement that does not relate strictly to historical or current facts. We use words such as “anticipates,” “intends,” “plans,” “expects,” “will,” and other words and phrases of similar meaning. In all cases, a broad variety of assumptions can affect the realization of the expectations or forecasts in those statements. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially.
We undertake no obligation to update any forward-looking statements, but investors are advised to consult any further disclosures by the Company on this subject in our subsequent filings pursuant to the Securities Exchange Act of 1934. Furthermore, as permitted by the Private Securities Litigation Reform Act of 1995, we provide these cautionary statements identifying risk factors, listed below, that could cause our actual results to differ materially from expected and historical results. It is not possible to foresee or identify all such factors. Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.
Corporate Organization
The Company was formed in the State of Utah under the name of “Secure Networks, Inc.” on February 4, 2004, and was subsequently reincorporated in Delaware on February 14, 2007 under the name “Secure Netwerks, Inc.” At the time of its formation, the Company was a wholly-owned subsidiary of SportsNuts, Inc., a Delaware corporation traded on the OTC Electronic Bulletin Board that files reports with the Securities and Exchange Commission under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. On March 1, 2007, the shares of the Company were spun-off to the shareholders of SportsNuts, Inc. On November 11, 2011, the Company changed its name to Start Scientific, Inc. As of May 21, 2018, we had 304 shareholders of record.
The Business of the Company
Overview
Prior to March 2012, we were a computer and technology hardware reseller to businesses and other organizations. Most of our clients were small and medium sized organizations, although we attempted to market our products and services to larger organizations. We also outsourced technology-related services to provide a full solution basket of technology products and services including hardware, software, network development and services. Our clients consisted of some retail purchasers and small to medium-sized organizations, operating mostly in North America, but we did have occasional clients in Europe. Due to our recent acquisition of oil and gas interests, our future business is expected to be based on the exploration, development, drilling, and production of various oil and gas properties. In particular, we intend to look for oil and gas opportunities in international markets. Whether in respect to the
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development of oil and gas interests in North America or overseas, we expect to align with industry partners in respect of the drilling and operation of these wells. Our long-term focus is to grow and develop existing oil and gas leasehold interests and acquire new interests within and without the continental United States. In addition, we intend to acquire interests in older wells that, with the application of newer technologies, may increase production and reserves.
Our Oil & Gas Interests
About the Pickens Field
The first oil field discovered in Mississippi, the Tinsley field, is located 27 miles to the southwest of the Pickens Field. The Pickens Field was discovered six months later.
The Pickens Field is located about 35 miles north of Jackson, Mississippi, in Madison and Yazoo Counties. The field was discovered by Kingwood Oil Company in March of 1940 with the drilling of the R. E. Wilburn No. 1, which is located in Section 31 of T12N-R3E, Yazoo County. The R.E. Wilburn was completed open hole in the Eutaw Wilburn sand at a depth of 4878-4889 feet, and initially tested 1013 barrels per day of 40 gravity oil and eventually produced 356,489 barrels of oil over its life time.
Pickens Field was discovered six months after the discovery of the Tinsley Field in western Yazoo County, and was the fourth field discovered in Mississippi. Pickens Field has produced 20,441,487 barrels of oil from the Eutaw Wilburn sand, approximately 2,000,000 barrels of oil from the Selma Chalk, and approximately 100,000 barrels of oil from the Tuscaloosa and Lower Cretaceous.
The Pickens Field is a ten-mile long northwest-southeast trending fault line trap with up-thrown fault blocks and structural closer. The Selma Chalk and the Tuscaloosa reservoirs are also associated with the same type of trapping mechanisms. Pickens is located near the western end of the Pickens-Gilbertown fault system, which begins west of the Pickens Field, and extends to the southeast through the producing oil regions of Scott, Jasper, and Clarke counties Mississippi, and ending at the Gilbertown Field in Choctaw County, Alabama. This fault system is also located at the northern end of the Mississippi Interior Salt Basin, and has had many oil fields discovered along its trend.
Other producing oil fields in the region are the Bentonia and Flora oil fields, which are 21 miles to the southwest. It is believed that an upward movement in the Louann Salt caused a northwest-southeast trending salt ridge, creating an overlying high relief Smackover structure and severe faulting in the shallow reservoirs of the Eutaw and other Cretaceous reservoirs. The high-grade crude oil that has charged the shallower horizons, most likely migrated up the faults from the Smackover structure below.
The Selma Chalk Formation. The Texas Oil Company discovered oil in the Selma Chalk formation in March of 1963 with the completion of the Eliza Thomas No. 1. This well is located in the SE quarter of Section 29 of T12N-R3E, Yazoo County. The Chalk is a light gray carbonate rock, which is approximately 900 feet thick in the Pickens area. The Chalk is more sandy and permeable in the northwest portion of the field and less permeable in the southeast portion of the field. Up until 1963 the oil produced at the Pickens Field came from the Eutaw. Over the years as Eutaw wells were being drilled, it became common knowledge in the local oil industry as well as drilling contractors that a loss of circulation would sometimes occur when drilling through the Chalk. Also, oil would occasionally appear on the mud pits as drilling mud was circulated back to the surface after drilling through the Chalk section.
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The Eliza Thomas No. 1 was north of the Pickens Field on a separate fault. The Thomas well was originally drilled to 5,415 feet, and then completed in the Selma Chalk in the interval from 4434 to 4454. After acidizing, the well flowed 309 BOPD and no water, with 175 pounds of flowing tubing pressure. The Chalk oil was 37 gravity, similar to the Eutaw. Sidewall cores taken in the Chalk had a slight oil show, which probably led Texaco to complete in the interval.
The John McGowan Company and Clement & Stover subsequently drilled other Chalk wells after the successful completion of the Thomas well. These operators would typically run a Drill Stem Test to see if the Chalk would show oil. This was a fairly successful technique, but was not always an indication of whether a well would be productive or not. McGowan and Clement & Stover, however, completed the more successful wells in the field such as the Varnado, the Livingston and the Bridgforth. Out of the 27 Chalk wells completed at the Pickens Field, the average cumulative production was 65,734 BO. However, the better producers in the field were the H. R. Varnado No. 1, the No. 2 Board of Supervisors, the Stewart Bridgforth No. 2, and the Livingston No. 1. These four wells averaged 263,000 BO per well. Drilling in the more permeable part of the field along with cutting the fault at the optimum depth most likely led to the higher recovery.
The No. 2 Board of Supervisors was drilled by Clement & Stover and is located in Section 16 of T12N-2E of Yazoo County. This well was completed in the Chalk open-hole and no log was run. The initial test was 64 BO and 8 BW per day, and produced 287,482 BO cumulatively. This well steadily produced an average of 4472 barrels of oil per month (149 per day) for the first four years before it began to decline. The Clement-Stover/Stewart Bridgforth No. 2 flowed 168 BO and 48 BW per day on the initial test, and produced a total of 213,500 BO. The McGowan/H. R. Varnado No. 1 tested 156 BO per day, and produced a total of 440,000 BO cumulatively. The Clement-Stover/Livingston No. 1 tested 112 BO and 128 BW per day, and produced a total of 110,000 BO.
In March of 1996, G&S Oil Company re-entered the Palmer Petroleum/Bridgforth No.1, and completed in the Selma Chalk from 4180 to 4230. The well flowed 380 BOPD with no water and 225 pounds of tubing pressure. Cumulative oil production is 49,496 barrels. A fault cut the Chalk in the top 150 feet of the section. The pay section shows no SP response and resistivity of 7 ohms. This well did not flow oil until it was acidized with Hydrochloric acid. After reviewing various Selma Chalk completions in the Pickens Field, it seems that the wells that cut a fault in the top 100 feet of the Chalk section performed better than the ones that did not. Acidizing (HCL) after perforating is also important for a successful completion.
We believe that there is potential remaining in the Selma Chalk at the Pickens Field. New locations should be drilled directly on the down-thrown side of the main faults allowing a fault cut in the top 100 feet of the Chalk section. In the Northwest portion of the Pickens Field, the chalk is more permeable and should have a higher than average recovery of oil.
These fields are not yet considered proven reserves because we do not have a current Reserve Report.
Market
Generally. The oil and gas industry is highly susceptible to extreme fluctuations in energy-related commodity prices, which in turn has a corresponding effect on the level of drilling and exploration activity and the costs associated therewith. Such volatility is also represented in the trends, however disparate, of supplies, demand, and price movements of crude oil and natural gas.
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Regulation
Federal and state regulations control various aspects of drilling and operating oil and gas wells, including care of the environment, the safety of workers and the public, and the relations with the owners and occupiers of surface lands within or near the leasehold acreage. The effect of these regulations is, invariably, to increase the cost of operations. The costs of compliance with state regulations include a permit for drilling a well before beginning a project. Other compliance matters have to do with keeping the property free of oil spills and the plugging of non-productive wells.
Oil and gas exploration, drilling, and production activities are also subject to private property rights. Owners of real property also own the rights to the minerals underneath the surface, unless such mineral rights have been retained, sold or transferred by a previous landowner. Oil and gas rights held by the United States government are managed by the Bureau of Land Management in conjunction with the U.S. Forest Service pursuant to a variety of federal statutes.
Environmental impacts of oil and gas production include produced water and drilling waste. Wastes that cannot be reused or recycled must be stored or disposed of in some manner, increasing the land area affected by oil and gas extraction and raising concerns over potential leaking of drilling fluids and other wastes from storage sites. Some petroleum industry operations have been responsible for water pollution through by-products of refining and oil spills. The combustion of fossil fuels produces greenhouse gases and other air pollutants as byproducts. Pollutants include nitrogen oxides, sulphur dioxide, volatile organic compounds and heavy metals.
Employees
As of December 31, 2016, we had 4 part-time contractors, to pursue our business as an oil and gas exploration and development company. There exists a significant amount of competition for skilled personnel in the oil and gas services industry. Nevertheless, we expect to be able to attract and retain such additional employees as are necessary, commensurate with the anticipated future expansion of our business. Further, we expect to continue to use consultants, contract labor, attorneys and accountants as necessary.
ITEM 1A. RISK FACTORS
Since we are a smaller reporting company, we are not required to supply the information required by this Item 1A.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
Our current corporate offices located at 521 Wilshire Blvd., Suite 101, Oklahoma City, OK 73116.
We do not own any real property.
ITEM 3. LEGAL PROCEEDINGS
None.
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ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
(a) Market for Common Equity and Related Stockholder Matters.
(1) Market Information.
The Company’s Common Stock is listed on the Pink Sheets quotation system (“Pink Sheets”) under the symbol “STSC.” The Company’s stock has been publicly traded since March, 2007. The following table sets forth, for the periods indicated, the high and low closing sales prices as quoted on the Pink Sheets, of shares of the Company’s Common Stock during the calendar year ended December 31, 2016:
| High | Low | |
| Fourth Quarter 2016 | $ 0.0004 | $ 0.0001 |
| Third Quarter 2016 | $ 0.0002 | $ 0.0001 |
| Second Quarter 2016 | $0.0001 | $ 0.0001 |
| First Quarter 2016 | $ 0.0008 | $ 0.0001 |
The following table sets forth, for the periods indicated, the high and low closing sales prices as quoted on the Pink Sheets, of shares of the Company’s common stock during the calendar year ended December 31, 2015:
| High | Low | |
| Fourth Quarter 2015 | $ 0.0055 | $ 0.0004 |
| Third Quarter 2015 | $ 0.045 | $ 0.0048 |
| Second Quarter 2015 | $ 0.09 | $ 0.015 |
| First Quarter 2015 | $ 0.30 | $ 0.05 |
(2) Holders.
As of December 31, 2016, the Company had approximately 304 holders of record of its common stock.
(3) Dividends.
The Company has not paid any cash dividends on its common stock since inception and does not anticipate paying cash dividends in the foreseeable future. The Company anticipates that any future earnings will be retained for use in developing and/or expanding the business.
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(4) Securities Authorized for Issuance Under Equity Compensation Plans.
None
(b) Recent Sales of Unregistered Securities.
On November 30, 2017, the Company converted into 23,920,000 shares of common stock, $1,730 of a note, originally issued by the Company on April 29, 2015.
On November 28, 2017, the Company converted into 23,920,000 shares of common stock, $1,610 of a note, originally issued by the Company on April 29, 2015.
On November 16, 2017, the Company converted into 23,920,000 shares of common stock, $370 of a note, originally issued by the Company on April 29, 2015.
On November 8, 2017, the Company converted into 23,920,000 shares of common stock, $322 of a note, originally issued by the Company on April 29, 2015.
On November 3, 2017, the Company converted into 23,920,000 shares of common stock, $270 of a note, originally issued by the Company on April 29, 2015.
On March 23, 2016, the Company converted into 23,920,000 shares of common stock, $239 of a note, originally issued by the Company on April 29, 2015.
On February 4, 2016, the Company converted into 21,000,000 shares of common stock, $1,050 of a note, originally issued by the Company on January 1, 2005.
On February 4, 2016, the Company converted into 42,452,830 shares of common stock, $2,250 of a note, originally issued by the Company on March 6, 2015.
On January 29, 2016, the Company converted into 20,041,333 shares of common stock, $1,202 of a note, originally issued by the Company on February 25, 2015.
On January 25, 2016, the Company converted into 19,000,000 shares of common stock, $950 of a note, originally issued by the Company on January 1, 2005.
On January 20, 2016, the Company converted into 34,591,195 shares of common stock, $5,500 of a note, originally issued by the Company on March 6, 2015.
On January 12, 2016, the Company converted into 12,000,000 shares of common stock, $600 of a note, originally issued by the Company on January 1, 2005.
On January 11, 2016, the Company converted into 15,305,777 shares of common stock, $2,755 of a note, originally issued by the Company on February 25, 2015.
On December 30, 2015, the Company converted into 14,564,041 shares of common stock, $3,275 of a note and $220 of interest, originally issued by the Company on February 25, 2015.
On December 14, 2015, the Company converted into 14,627,000 shares of common stock, $3,300 of a note and $210 of interest, originally issued by the Company on February 25, 2015.
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On November 20, 2015, the Company converted into 6,792,166 shares of common stock, $3,080 of a note and $180 of interest, originally issued by the Company on February 25, 2015.
On November 16, 2015, the Company converted into 6,874,687 shares of common stock, $3,120 of a note and $180 of interest, originally issued by the Company on February 25, 2015.
On November 4, 2015, the Company converted into 13,122,579 shares of common stock, $5,774of a note, originally issued by the Company on April 29, 2015.
On October 30, 2015, the Company converted into 18,300,000 shares of common stock, $9,699 of a note, originally issued by the Company on March 6, 2015.
On October 27, 2015, the Company converted into 22,075,472 shares of common stock, $11,700 of a note, originally issued by the Company on March 6, 2015.
On October 26, 2015, the Company converted into 6,493,750 shares of common stock, $3,700 of a note and $196 of interest, originally issued by the Company on February 25, 2015.
On October 22, 2015, the Company converted into 19,622,642 shares of common stock, $10,400 of a note, originally issued by the Company on March 6, 2015.
On October 21, 2015, the Company converted into 4,418,182 shares of common stock, $3,540 of a note and $1,320 of interest, originally issued by the Company on February 10, 2015.
On October 19, 2015, the Company converted into 6,484,300 shares of common stock, $3,700 of a note and $191 of interest, originally issued by the Company on February 25, 2015.
On October 19, 2015, the Company converted into 13,145,455 shares of common stock, $14,460 of a note, originally issued by the Company on February 10, 2015.
On October 16, 2015, the Company converted into 16,037,736 shares of common stock, $8,500 of a note, originally issued by the Company on March 6, 2015.
On October 13, 2015, the Company converted into 2,333,755 shares of common stock, $2,000 of a note and$100 of interest, originally issued by the Company on February 25, 2015.
On October 1, 2015, the Company issued to a former officer and director of the Company, 20,000,000 restricted shares of common stock. The shares were issued pursuant to the conversion of $40,000 in outstanding debt held on the books and records of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of shares pursuant to the Agreement was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
On September 14, 2015, the Company converted into 2,657,454 shares of common stock, $10,000 portion of a note, originally issued by the Company on March 6, 2015.
On September 10, 2015, the Company converted into 4,054,054 shares of common stock, $15,000 of a note, originally issued by the Company on February 10, 2015.
On August 27, 2015, the Company converted into 519,945 shares of common stock, $3,000 portion of a note and $120 of interest, originally issued by the Company on February 25, 2015.
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On August 13, 2015, Kenneth I. Denos, the Company’s controlling shareholder assigned all 100 shares of Series A Preferred Stock (the “Control Stock”) of Start Scientific, Inc. (the “Company”) to the Company’s Chief Executive Officer and Chairman Norris R. Harris. The Control Stock is not convertible into common stock but collectively hold 1,000,000,000 voting rights and are entitled to vote together with holders of common stock on all such matters upon which common stockholders may vote. As a result, Mr. Harris now holds a controlling beneficial interest in the Company and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
On April 1, 2015, the Company issued 1,000,000 shares of common stock of the Company to a consultant for services rendered.
On April 29, 2015, the Company issued a promissory note in the original principal amount of $53,500 (“Note”) to a lender. The Note matures on April 29, 2016 and carries an interest rate of 10% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at (i) the Closing sale price of the Common Stock on the trading day immediately preceding the Closing Date; or (ii) 55% of the lowest sale price for the fifteen prior days trading of the conversion date.
On March 6, 2015, the Company entered into a Note Purchase Agreement (the “Note Purchase”) in respect of a credit line and associated convertible debenture (“Debenture”) in the original principal amount up to $220,000. As of March 6, 2015, the Company recorded a $55,000 draw down and consideration in respect of the credit line. The Debenture matures on March 6, 2016 (the “Maturity Date”), and bears interest at the rate of 10% per annum. The Debenture, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to the lower of $.10 or 58% of the lowest trading price of the Company’s common stock during the 20 previous consecutive trading days.
On February 25, 2015, the Company issued a promissory note in the original principal amount of $52,500 (“Note”) to a lender. The Note matures on February 25, 2016 and carries an interest rate of 8% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at 60% of the lowest trading price for the fifteen prior days trading, including the date of conversion.
On February 3, 2015, the Company issued 5,000,000 shares of its common stock to a consultant of the Company for services rendered.
On February 10, 2015, the Company issued a promissory note in the original principal amount of $33,000 (“Note”) to a lender. The Note matures on November 12, 2015 and carries an interest rate of 8% per annum. The Note, at the election of the lender is convertible into fully paid and non-assessable shares of Common Stock of the Company at a 55% discount to the average of the three lowest trading days in the twelve trading days previous to the conversion.
Exemption From Registration Claimed
All of the sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”). All of the individuals and/or entities listed above that purchased the unregistered securities were all known to the Company and its management, through pre-existing business relationships. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements
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representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
Penny Stock Rules
Due to the price of our common stock, as well as the fact that we are not listed on a national securities exchange, our stock is characterized as “penny stocks” under applicable securities regulations. Our stock will therefore be subject to rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to effect a transaction in a penny stock must furnish his customer a document containing information prescribed by the SEC and obtain from the customer an executed acknowledgment of receipt of that document. The broker or dealer must also provide the customer with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such security is held for the customer's account. The existence of these rules may have an effect on the price of our stock, and the willingness of certain brokers to effect transactions in our stock.
Dividend Policy
We have never declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including the terms of any credit arrangements, our financial condition, operating results, current and anticipated cash needs and plans for expansion. At the present time, we are not party to any agreement that would limit our ability to pay dividends.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company we are not required to provide this information
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of the Company’s financial condition and results of operations in conjunction with the audited financial statements and related notes included in this registration statement. This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes,” or similar language. Actual results could differ materially from those projected in the forward looking statements. You should carefully consider the information set forth above under Item 1 of this Part I under the caption “Risk Factors” in addition to the other information set forth in this registration statement. We caution you that the Company’s business and financial performance is subject to substantial risks and uncertainties.
Overview
Prior to April 2012, we were a reseller of technology-related hardware and software, including laptops, desktops, networking devices, telecommunication systems and networks, servers and software. In April, 2012 in connection with the acquisition of two separate one-fourth (1/4) working interests in certain oil and gas leases located in Yazoo County, Mississippi, our principal business became the exploration, development, and production of oil and gas interests.
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On January 2, 2015, the Company entered into a Farmout Agreement with BPS Operating Services LLC, located in Jackson, Mississippi. The Company has until April 1, 2015 to tender $500,000 for the first well to be drilled. The production interest includes 40 acres around the new well and the Company will earn a 75% working interest before payout, and a 60% working interest after payout. All of the production facilities, salt water disposal systems, and 33 well bores are in place. The Company may drill additional wells for $400,000 per well within 60 days of completion of each previously drilled well completion. No payments towards this Farmout Agreement have been made yet by the Company as of the date of this annual report.
On January 21, 2015, the Company entered into a Farmout Agreement with Durban Energy, Inc., located in Jackson, Mississippi. The Company has until July 10, 2015 to commence drilling a new well on the Farmout acreage. The Company will receive 100% of the net revenue until payout of all costs, at which time the Company will assign a 25% working interest to Durban and partners. There is a 30% royalty burden on the leases, which means that before payout the Company will have 70% of net revenue and after payout the Company will have 52.5% of net revenue and Durban will have 17.5% of net revenue. Each well will be treated separately for payout calculation. No payments towards this Farmout Agreement have been made yet by the Company as of the date of this annual report.
Results of Operations
Following is our discussion of the relevant items affecting results of operations for the years ended December 31, 2016 and 2015.
Revenues. The Company generated net revenues of $-0- for both the years ended December 31, 2016 and 2015. The lack of revenues is mainly the result of the change in our business model from a reseller of computer hardware and software to an oil and gas exploration and development company.
Cost of Sales. Cost of sales for both the years ended December 31, 2016 and 2015 was $-0-. This is a result of zero sales and the change in our business model as discussed above.
Salaries and Consulting Expenses. For the years ended December 31, 2016 and 2015, salaries and consulting expenses consisted of salaries and benefits and outside consulting expenses. Salaries and consulting expenses for the year ended December 31, 2016 were $-0- compared to $1,065,000 during the year ended December 31, 2015. The decrease is mainly the result of the change from our oil & gas business plan and very little activity during 2016. We expect that salaries and consulting expenses will increase commensurate with the expansion of the Company’s business as an oil and gas exploration, development, and production firm.
Professional Fees. Professional fees for the year ended December 31, 2016 were $2,546, compared to $231,352 during the year ended December 31, 2015. The decrease is mainly the result of very little business activity in 2016. The change of our business to an oil and gas exploration, development, and production company will result in an increase in professional fees.
Other Selling, General and Administrative Expenses. For the years ended December 31, 2016 and 2015, selling, general and administrative expenses were comprised of advertising; occupancy and office expenses; equipment leases; travel and other miscellaneous administrative expenses. Other selling, general and administrative expenses for the year ended December 31, 2016 were $215 compared to $11,287 during the year ended December 31, 2015. We expect that we will continue to incur selling, general, and administrative expenses in the future in connection with the expansion of the Company’s business.
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Other Income (Expense). We incurred net other expenses of $328,470 for the year ended December 31, 2016 compared to net other expenses of $613,558 during the year ended December 31, 2015. Other income (expenses) incurred during 2016 were comprised of the loss on the change in fair value of derivative liability of $184,803 and interest expense of $143,667, which includes $19,580 for the amortization of the debt discount. Other income (expenses) incurred during 2015 were comprised of the loss on the change in fair value of derivative liability of $17,986, loss on conversion of debt of $147,724 and interest expense of $447,848, which includes $136,814 for the amortization of the debt discount.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Personnel
We presently have four project-based contract personnel that we utilize to carry out our business. We utilize contract personnel on a continuous basis, primarily in connection with our reporting obligations under the Securities Exchange Act of 1934. We expect to hire more full-time employees in the future. Although competition for personnel in the oil and gas industry is intense, we don’t believe we will have significant difficulty retaining additional employees or contract personnel in the future.
Liquidity and Capital Resources
Since inception, the Company has financed its operations through a series of loans, credit accounts with hardware vendors, and the use of Company credit to procure goods and services. As of
December 31, 2016, our primary source of liquidity consisted of $-0- in cash and cash equivalents. We expect to secure additional debt or equity capital to finance substantial business development initiatives or acquire additional oil and gas interests.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide this information.
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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
1438 N. HIGHWAY 89, STE. 120
FARMINGTON, UTAH 84025
(801) 447-9572 FAX (801) 447-9578
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Start Scientific, Inc.
We have audited the accompanying balance sheet of Start Scientific, Inc., (“the Company”) as of December 31, 2015 and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Start Scientific, Inc., as of December 31, 2015, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered net losses since inception and has accumulated a significant deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Pritchett, Siler & Hardy
Farmington, UT
February 16, 2018
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Start Scientific, Inc.
521 Wilshire Blvd. Suite 101
Oklahoma City, Oklahoma 73116
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Start Scientific Inc., (the Company) as of December 31 2016, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2016, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since February 2018.
Pinnacle Accountancy Group of Utah
Farmington, Utah
May 29, 2018
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| 15 |
| 16 |
| 17 |
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Start Scientific, Inc. (the Company) was formed in the state of Utah on February 4, 2004, with authorized common stock of 10,000,000 shares. The Company was subsequently reincorporated in the State of Delaware on February 14, 2006 with authorized common stock of 5,000,000,000 shares and authorized preferred stock of 100 shares. Both classes of stock have a par value of $0.00001 per share.
Prior to March 2012, we were a computer and technology hardware reseller to businesses and other organizations. Most of our clients were small and medium sized organizations, although we attempted to market our products and services to larger organizations. We also outsourced technology-related services to provide a full solution basket of technology products and services including hardware, software, network development and services. Our clients consisted of some retail purchasers and small to medium-sized organizations, operating mostly in North America, but we did have occasional clients in Europe. Due to our recent acquisition of oil and gas interests, our future business is expected to be based on the exploration, development, drilling, and production of various oil and gas properties. In particular, we intend to look for oil and gas opportunities in international markets. Whether in respect to the development of oil and gas interests in North America or overseas, we expect to align with industry partners in respect of the drilling and operation of these wells. Our long-term focus is to grow and develop existing oil and gas leasehold interests and acquire new interests within and without the continental United States. In addition, we intend to acquire interests in older wells that, with the application of newer technologies, may increase production and reserves.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:
a. Accounting Method
The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.
b. Cash and Cash Equivalents
Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.
c. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
d. Basic and Fully Diluted Net Loss per Share of Common Stock
In accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period.
| December 31, | ||||||||
| 2016 | 2015 | |||||||
| Net loss (numerator) | $ | (331,231 | ) | $ | (1,921,197 | ) | ||
| Weighted average shares outstanding (denominator) | 495,270,990 | 163,139,514 | ||||||
| Basic and fully diluted net loss per share amount | $ | (0.00 | ) | $ | (0.01 | ) | ||
e. Accounts Receivable
Accounts receivable are recorded net of the allowance for doubtful accounts. The Company generally offers 15-day credit terms on sales to its customers and requires no collateral. The Company maintains an allowance for doubtful accounts which is determined based on a number of factors, including each customer’s financial condition, general economic trends and management judgment. The Company had $-0- in accounts receivable at December 31, 2016 and 2015.
f. Revenue Recognition
Revenue is recognized upon completion of services or delivery of goods where the sales price is fixed or determinable and collectability is reasonably assured. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The Company recognized no revenue in 2016 or 2015.
g. Recent Accounting Pronouncements
We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2016 and 2015.
h. Income Taxes
The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
At December 31, 2016, the Company had net operating loss carryforwards of approximately $6,512,000 which may be offset against future taxable income through 2036. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to future use. In January 2018, Congress enacted the Tax Cuts and Jobs Act which changed the Corporate income tax rate to a flat 21% for the tax year beginning in 2018.
Net deferred tax assets consist of the following components as of December 31, 2016 and 2015:
| 2016 | 2015 | |||||||
| Deferred tax assets: | ||||||||
| NOL Carryover (at 21% Federal, 5% State) | $ | 1,698,000 | $ | 1,607,000 | ||||
| Valuation allowance | (1,698,000 | ) | (1,607,000 | ) | ||||
| Net deferred tax asset | $ | — | $ | — | ||||
The income tax provision differs from the amount of income tax determined by applying the current applicable U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2016 and 2015 due to the following:
| 2016 | 2015 | |||||||
| Federal tax benefit at 34% | $ | (113,000 | ) | $ | (653,000 | ) | ||
| Non-deductible stock-based compensation | — | 340,000 | ||||||
| State tax benefit at 5% | (16,000 | ) | (96,000 | ) | ||||
| Change in Valuation allowance | 91,000 | 226,000 | ||||||
| Impact of rate changes on NOL | 38,000 | 183,000 | ||||||
| $ | — | $ | — | |||||
The Cumulative reduction in deferred tax assets and resulting valuation allowance attributable to the tax rate changes in the Tax Cuts and Jobs Act of 2018 was $841,000.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| Year ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Beginning balance | $ | — | $ | — | ||||
| Additions based on tax positions related to current year | — | — | ||||||
| Additions for tax positions of prior years | — | — | ||||||
| Reductions for tax positions of prior years | — | — | ||||||
| Reductions in benefit due to income tax expense | — | — | ||||||
| Ending balance | $ | — | $ | — | ||||
At December 31, 2016, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2016 and 2015, the Company had no accrued interest or penalties related to uncertain tax positions.
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2016, 2015 and 2014, and since inception.
i. Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at December 31, 2016 and 2015.
j. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2016 the Company had negative working capital of $2,544,065 and an accumulated deficit of $16,834,065. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
To date the Company has funded its operations through a combination of loans and sales of common stock. The Company anticipates another net loss for the fiscal year ended December 31, 2017 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
k. Stock-based Compensation
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity-Based Payments to Non-Employees”. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined on the earlier of performance commitment date or performance completion date.
Share-based expense totaled $-0- and $1,050,000 as of December 31, 2016 and 2015, respectively.
l. Financial Instruments
The Company has adopted FASB ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities (including derivative liabilities) each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
NOTE 3 RELATED PARTY TRANSACTIONS
The Company issued certain promissory notes to related individuals and/or their companies as disclosed in Note 7. The individuals consist of an officer of the Company and a director of the Company. The Company received advances of $-0- and $2,126, respectively; and made payments on these advances of $-0- and $32,300, respectively, during the years ended December 31, 2016 and 2015.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
Accounts payable and accrued liabilities – related parties consisted of the following as of December 31, 2016 and 2015:
| 2016 | 2015 | |||||||
| Accounts payable | $ | 586,757 | $ | 586,757 | ||||
| Accrued interest | 98,395 | 100,462 | ||||||
| Misc. loans and advances | 82,154 | 82,154 | ||||||
| Total | $ | 767,306 | $ | 769,373 | ||||
On October 1, 2015, the Company issued to a former officer and director of the Company, 20,000,000 restricted shares of common stock. The shares were issued pursuant to the conversion of $40,000 in outstanding debt held on the books and records of the Company. The 20,000,000 shares of common stock were issued at $0.0048 resulting in a loss on conversion of debt of $56,000 which is included in the total loss on conversion of debt in the amount of $147,724.
NOTE 4 CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following:
| December 31, 2016 | December 31, 2015 | |||||||
| Convertible note payable to an entity, interest at 8%, due on February 25, 2016, in default, net of discount of $1,183 and $4,267, respectively (A) | $ | 22,447 | $ | 23,058 | ||||
| Convertible note payable to an entity, interest at 10%, due on March 6, 2016, in default, net of discount of $-0- and $848, respectively (B) | — | 3,853 | ||||||
| Convertible note payable to an entity, interest at 10%, due on April 29, 2016, in default, net of discount of $-0- and $15,648, respectively (C) | 47,487 | 32,078 | ||||||
| Convertible note payable to an entity, interest at 10%, due on demand (D) | 22,400 | — | ||||||
| Total Notes Payable | 92,334 | 58,989 | ||||||
| Less: Current Portion | (92,334 | ) | (58,989 | ) | ||||
| Long-Term Notes Payable | $ | — | $ | — | ||||
On February 10, 2015, the Company issued a promissory note in the original principal amount of $33,000 to a lender. The Note matured on November 12, 2015 and carried an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 55% discount to the average of the three lowest daily trading prices as reported on the OTCQB for the twelve trading days previous to the conversion date. During the year ended December 31, 2015, the entire principal amount of the note was converted into common stock of the Company.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
(A) On February 25, 2015, the Company issued a promissory note in the original principal amount of $52,500 to a lender. The Note matured on February 25, 2016 and carries an interest rate of 8% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 60% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date. During the year ended December 31, 2015, $25,175 of the principal amount of the note was converted into common stock of the Company leaving a balance of $27,325 as of December 31, 2015. During the year ended December 31, 2016, $3,695 of the principal amount of the note was converted into common stock of the Company leaving a balance of $23,630 as of December 31, 2016, before discount of $1,183.
(B) On March 6, 2015, the Company entered into a Note Purchase Agreement in respect of a credit line and associated convertible debenture in the original principal amount up to $220,000. As of March 6, 2015, the Company recorded a $55,000 draw down and consideration in respect of the credit line. The Debenture matured on March 6, 2016 and bears interest at the rate of 10% per annum. The Debenture, together with all interest as accrued, is convertible into shares of the Company’s common stock at a price equal to the lower of $.10 or 58% of the lowest trading price of the Company’s common stock during the 20 previous consecutive trading days. The Note Purchase and the Debenture contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies. During the year ended December 31, 2015, $50,299 of the principal amount of the note was converted into common stock of the Company leaving a balance of $4,701 as of December 31, 2015. During the year ended December 31, 2016, $4,701 of the principal amount of the note was converted into common stock of the Company leaving a balance of $-0- as of December 31, 2016.
(C) On April 29, 2015, the Company issued a promissory note in the original principal amount of $53,500 to a lender. The Note matures on April 29, 2016 and carries an interest rate of 10% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a 55% discount to the lowest trading price as reported on the OTCQB for the fifteen trading days previous to the conversion date. During the year ended December 31, 2015, $5,774 of the principal amount of the note was converted into common stock of the Company leaving a balance of $47,726 as of December 31, 2015. During the year ended December 31, 2016, $239 of the principal amount of the note was converted into common stock of the Company leaving a balance of $47,487 as of December 31, 2016.
(D) On January 12, 2016, the Company issued a promissory note in the original principal amount of $25,000 to a unrelated lender. The Note matured on demand and carried an interest rate of 10% per annum. The Note shall at the maturity date, be due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion price equal to $0.00005. During the year ended December 31, 2016, $2,600 of the principal amount of the note was converted into common stock of the Company leaving a net balance of $22,400 as of December 31, 2016.
The Company recognized amortization expense related to the debt discount of $19,580 and $136,814 for the years ended December 31, 2016 and 2015, respectively.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
For the years ended December 31, 2016 and 2015, interest expense on convertible notes was $38,010 and $11,160, respectively. As of December 31, 2016 and 2015, the accrued interest payable was $16,468 and $8,405, respectively.
NOTE 5 DERIVATIVE LIABILITY
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
The Company determined our derivative liabilities to be a Level 2 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2016. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. Assumptions used for the calculation of the derivative liability of the notes at December 31, 2016 include (1) stock price of $0.0003 per share, (2) exercise price of $0.0001 per share, (3) term between 28 and 310 days, (4) expected volatility between 177.91% and 368.72% and (5) risk free interest rate of between 0.15% and 27%.
The derivative liability at December 31, 2016 consisted of the following:
| Note Face Value | Derivative Liability | |||||||
| Convertible note payable to an entity, interest at 8%, due on February 25, 2016, in default, net of discount of $1,183 and $4,267, respectively (A) | $ | 52,500 | $ | 84,744 | ||||
| Convertible note payable to an entity, interest at 10%, due on April 29, 2016, in default, net of discount of $-0- and $15,648, respectively (C) | 53,500 | 239,145 | ||||||
| Totals | $ | 106,000 | $ | 323,889 | ||||
The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the note is indeterminate. Due to the convertible notes described in Note 5 above, it was determined at December 31, 2016 that there was a derivative liability associated with these notes. The amount of the derivative liability at December 31, 2016 was $323,889, which is reported on the balance sheet. The Company also recorded a loss on the change in the fair value of the derivative liability of $184,803 on the statement of operations for the year ended December 31, 2016.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
The derivative liability at December 31, 2015 consisted of the following:
| Note Face Value | Derivative Liability | |||||||
| Convertible note payable to an entity, interest at 8%, due on February 25, 2016, in default, net of discount of $4,267 and $-0-, respectively (A) | $ | 52,500 | $ | 46,656 | ||||
| Convertible note payable to an entity, interest at 10%, due on March 6, 2016, in default, net of discount of $848 and $-0-, respectively (B) | 55,000 | 8,343 | ||||||
| Convertible note payable to an entity, interest at 10%, due on April 29, 2016, in default, net of discount of $15,648 and $-0-, respectively (C) | 53,500 | 96,345 | ||||||
| Totals | $ | 161,000 | $ | 151,344 | ||||
The above convertible notes contain a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the note is indeterminate. Due to the convertible notes described in Note 5 above, it was determined at December 31, 2015 that there was a derivative liability associated with these notes. The amount of the derivative liability at December 31, 2015 was $151,344, which is reported on the balance sheet. The Company also recorded a loss on the change in the fair value of the derivative liability of $17,986 on the statement of operations for the year ended December 31, 2015.
NOTE 6 NOTES PAYABLE
| Notes payable consisted of the following: | December 31, 2016 | December 31, 2015 | ||||||
| Note payable to a company, interest at 24% per annum, due on demand, unsecured | $ | 32,100 | $ | 7,100 | ||||
| Notes payable to individuals, interest at 10% per annum, due on demand, unsecured | 15,760 | 40,760 | ||||||
| Note payable to an individual, default interest at 24% per annum, due on August 27, 2012, unsecured, in default | 100,000 | 100,000 | ||||||
| Notes payable to an individual, interest at 6% per annum, due on July 13, 2013, unsecured, in default | 100,000 | 100,000 | ||||||
| Notes payable to individuals, interest at 8% per annum, due on August 30, 2013 and September 9, 2013, unsecured, in default | 300,000 | 300,000 | ||||||
| Total Notes Payable | 547,860 | 547,860 | ||||||
| Less: Current Portion | (547,860 | ) | (547,860 | ) | ||||
| Long-Term Notes Payable | $ | — | $ | — | ||||
Accrued interest at December 31, 2016 and 2015 was $220,516 and $138,826, respectively. These amounts are included in accrued expenses on the balance sheet.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
NOTE 7 NOTES PAYABLE – RELATED PARTIES
| Notes payable – related parties consisted of the following: | December 31, 2016 | December 31, 2015 | ||||||
| Note payable to a related individual, interest at 24% per annum, due on demand, unsecured | $ | 60,901 | $ | 60,901 | ||||
| Note payable to a related individual, interest at 10% per annum, due on demand, unsecured | 16,578 | 16,578 | ||||||
| Note payable to a related individual, interest at 10% per annum, due on demand, unsecured | 4,145 | 4,145 | ||||||
| Note payable to a related individual, interest at 10% per annum, due on demand, unsecured | — | 16,578 | ||||||
| Notes payable to a company, non-interest bearing, due on demand, unsecured | 5,032 | 3,454 | ||||||
| Total Notes Payable – Related Parties | 86,656 | 101,656 | ||||||
| Less: Current Portion | (86,656 | ) | (101,656 | ) | ||||
| Long-Term Notes Payable – Related Parties | $ | — | $ | — | ||||
Accrued interest at December 31, 2016 and 2015 was $98,395 and $100,462, respectively which is included in accounts payable and accrued liabilities – related parties.
NOTE 8 EQUITY TRANSACTIONS
On July 6, 2011,the Company issued 100 shares of Series “A” Preferred Stock in exchange for the forgiveness of $25,000 in debt. The Series A Preferred Stock carries no dividend, distribution, liquidation, or rights of conversion into common stock, but holds 10,000,000 votes per share.
On October 1, 2015, the Company issued to a former officer and director of the Company, 20,000,000 restricted shares of common stock. The shares were issued pursuant to the conversion of $40,000 in outstanding debt held on the books and records of the Company. The 20,000,000 shares of common stock were issued at $0.0048, resulting in a loss on conversion of debt of $56,000.
During the year ended December 31, 2015, the Company issued 6,000,000 shares of its common stock for consulting and legal services rendered to the Company. The stock was valued at the market price on the date of issuance which totaled $1,050,000. This amount is included in salaries and consulting expenses on the statement of operations.
During the year ended December 31, 2015, the Company issued 172,123,218 shares of its common stock for the conversion of notes payable and accrued interest in the amount of $498,680. This is exclusive of the issuance on October 1, 2015 described above.
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START SCIENTIFIC, INC.
Notes to the Financial Statements
December 31, 2016 and 2015
On January 8, 2016, the Company amended and restated its Certificate of Incorporation to increase the number of authorized shares of common stock to be issued to 5,000,000,000. The par value of both the Preferred Stock and common stock was also changed from $0.0001 to $0.00001.
During the year ended December 31, 2016, the Company issued 188,311,135 shares of its common stock for the conversion of notes payable and accrued interest in the amount of $52,856.
NOTE 9 OPTIONS AND WARRANTS
The Company has adopted FASB ASC 718, “Share-Based Payments” (“ASC 718”) to account for its stock options. The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and our experience. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations.
On July 25, 2014, the board of directors cancelled all of the vested and unvested options that it had granted pursuant to the Company's 2012 Equity Incentive Plan. 10,500,000 options were granted on May 4, 2012 to certain directors, and cancelled on July 25, 2014. Each grantee of active options consented to this cancellation. As of the date of this report, the Company has no outstanding options. In addition, no options have ever been exercised by any option holder of the Company. The cancellation also revoked any shares that would have vested in 2014 under the same plan. However, shares vested prior to cancellation remain expensed amounting to $-0- in 2016 and 2015.
NOTE 10 GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has a working capital deficit, negative cash flows from operations and has sustained net losses from inception which have resulted in an accumulated deficit at December 31, 2016 of $16,834,065 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.
To date the Company has funded its operations through a combination of loans, related party notes and through the issuance of common stock for services. The Company had a net loss of $331,231 for the year ended December 31, 2016 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.
The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.
NOTE 11 SUBSEQUENT EVENTS
Subsequent to December 31, 2016, the Company issued 140,800,000 shares of its common stock for the conversion of notes payable, convertible debentures and accrued interest.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.
As of December 31, 2016, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report. As of December 31, 2016, the Company has 2 members of the board of directors, and does not have a formal audit committee.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Our management has concluded that, as of December 31, 2016, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. Our management reviewed the results of their assessment with our board of directors.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and
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is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal controls over financial reporting that occurred during the year ended December 31, 2016 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors and Executive Officers
| Name | Age | Position | ||||
| Jim Frazier (1) | 53 | Chief Executive Officer, Secretary, and Chairman of the Board | ||||
| S. Arne D. Greaves (2) | 53 | Director | ||||
(1) Appointed September 8, 2015.
(2) On August 16, 2013, Mr. Greaves resigned as Chief Executive Officer, but as of December 31, 2016, is still a director of the Company.
Jim Frazier, 53, Chief Executive Officer and Chairman of the Board. Mr. Frazier is an Oil and Gas executive with over 30 years of experience with three public exploration and production companies. Mr. Frazier has experience working on projects in Oklahoma, Mississippi, New Mexico, the Rocky Mountains, Texas, Canada, Venezuela, and Columbia. Mr. Frazier has worked managed all levels and supervised all disciplines of the industry including geological, engineering, project planning and budget, reserve, regulatory, tax, audit and legal. Mr. Frazier has successfully presented various projects to shareholders, board of directors, investors, and marketing outlets. Mr. Frazier has a proven track record in building results oriented organizations and teams, optimizing operations for increasing revenues and controlling costs. Mr. Frazier is currently an independent energy consultant based out of Oklahoma City, OK, since March 2014 to the present. Additionally, Mr. Frazier was CFO of the Asset Servicing Group, an Insurance and Real Estate investment holding company from February 2010 to March 2014, and CFO of a TSX listed Canadian off-shore oil and gas exploration company from October 2008 to February 2010. Mr. Frazier was President and CEO of Orbit Petroleum, an OTC:BB domestic oil and gas producer from 2004 to 2009. Mr. Frazier also served as Chief Financial Officer for a NASDAQ International Oil and Gas company, from 1997 to 2002. Mr. Frazier was a Vice President with Chase Manhattan bank from
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the early 1980's to early 90's working primarily in securities and later commercial lending and credit. Mr. Frazier has been an Executive Director and manager for Red Rock Capital, an Oklahoma based commercial lending correspondent since 1996. Mr. Frazier earned his Economics degree from Fordham University and advanced certifications in Investment & Finance from the New York Institute of Finance.
S. Arne D. Greaves. Mr. Greaves, age 53, is the Former Chief Executive Officer and Chairman of the Board of Directors of the Company and currently serves as Board member. Since 1983, he has been working in the oil and gas industry. In May 2001, Mr. Greaves co-founded Carpathian Energy Companie Petroliera S.R.L., a Romanian oil and gas production company, and has actively been involved the acquisition of concessions and development plans for reentries and development of new wells. Since November 2007, he has been the President of Livingston Operating Company, LLC, a family-owned oil and gas production company, based in Jackson, Mississippi.
Compensation of Directors
Board of Directors Meetings and Committees
Although various items were reviewed and approved by the Board of Directors during 2016, the Board of Directors held no formal meetings during the fiscal year ended December 31, 2016. The remaining actions of the Board were approved by unanimous written consent.
The Company does not have Audit or Compensation Committees of the Board of Directors.
Code of Ethics
The Company expects that its Officers and Directors will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their duties on behalf of the Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose of this Code of Ethics is to codify standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), or other regulatory bodies and in other public communications made by the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.
For the 2016 fiscal year we are unaware of any officer, director or beneficial owner of more that 10% of our registered equity securities who failed to file reports on a timely basis in accordance with Section 16(a) of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the total compensation, for the two fiscal years ended December 31, 2016 and 2015, of our executive officers. Our company did not award cash bonuses, stock options or non-equity incentive plan compensation to any Named Executive Officer during the past two fiscal years, thus these items are omitted from the table below:
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Summary Compensation Table
Name and Principal Position | Year | Salary | Stock Awards | All Other Compensation | Total | |||||||||||||||
| Jim Frazier | 2016 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Chief Executive | 2015 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Officer (1) | ||||||||||||||||||||
| S. Arne D. Greaves | 2016 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Director (2) | 2015 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Norris R. Harris | 2016 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| former Chief Executive | 2015 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Officer (3) (4) | ||||||||||||||||||||
| John D. Thomas | 2016 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| VP of Business | 2015 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Development (5) (6) | ||||||||||||||||||||
| Kenneth I. Denos | 2016 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| former director (2) (7) | 2015 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| Ruben Flores | 2016 | $ | — | $ | — | $ | — | $ | — | |||||||||||
| former director (2) (8) | 2015 | $ | — | $ | — | $ | — | $ | — | |||||||||||
(1) Appointed September 8, 2015.
(2) Appointed May 3, 2012.
(3) Appointed August 16, 2013.
(4) Resigned September 8, 2015.
(5) Appointed August 15, 2012.
(6) Resigned January 1, 2015.
(7) Resigned January 14, 2015.
(8) Removed July 16, 2015.
Employment Agreements
Currently Jim Frazier serves at the discretion of the Board of Directors, however, the Board of Directors intend to formalize Mr. Frazier’ relationship with the Company through an employment agreement.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of our common stock (par value $0.0001 per share) as of December 31, 2016 by (i) each person (or group of affiliated persons) who is known by us to beneficially own more than 5% of the outstanding shares of our common stock, (ii) each person serving as a director or executive officer of the Company, and (iii) all directors and executive officers of the Company as a group. As of such date, we had 512,099,353 shares of common stock outstanding.
|
Name of Beneficial Owner(1) |
Number of Shares Beneficially Owned(2) |
Percent of Class(3) |
| Jim Frazier(4) | 0 | * |
| S. Arne D. Greaves(5) | 0 | * |
| Norris R. Harris(6) | 93,486,200 | 18.26% |
| Kenneth Denos(7) | 8,242 | * |
| Ruben Flores(8) | 0 | * |
| Standard Energy Holdings, LLC(9) | 93,486,200 | 18.26% |
|
All officers and directors as a group (2 persons) |
0 |
* |
* Indicates ownership of less than 1%.
(1) The address of each officer, director, and beneficial owner is c/o the Company, 521 Wilshire Blvd., Suite 101, Oklahoma City, OK73116.
(2) The number of shares of common stock beneficially owned by any shareholder is determined by the sum of (i) all shares of common stock held directly or indirectly by such shareholder, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially owned by the shareholder that are currently exercisable or exercisable within 60 days. Excludes shares of Series A Preferred Stock beneficially held by Standard Energy Holdings, LLC that are not convertible into common stock but collectively hold 1,000,000,000 voting rights and are entitled to vote together with holders of common stock on all such matters upon which common stockholders may vote.
(3) The calculation of percentage of beneficial ownershipis based upon: (i) 512,099,353 shares of common stock outstanding as of December 31, 2016, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially held by the shareholder that are currently exercisable or exercisable within 60 days. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants, and conversion rights to obtain additional securities, and that no other shareholder has exercised such rights. Except as otherwise indicated below, the persons and entity named in the table have sole voting and investment power with respect to all shares of common stock and voting rights shown as beneficially owned by them, subject to applicable community property laws.
(4) Chief Executive Officer, Secretary, and Chairman of the Board of Directors.
(5) Former Chief Executive Officer and member of the Board of Directors.
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(6) Former Chief Executive Officer, Secretary, and Chairman of the Board of Directors. Includes 93,486,200 shares of common stock held by Standard Energy Holdings LLC. Mr. Harris is the beneficial owner of Standard Energy Holdings LLC. Excludes 100 shares of Series A Preferred Stock held by Mr. Harris. The Series A Preferred Stock carries no dividend, distribution, or liquidation, or common stock conversion rights, but holds 10,000,000 votes per share, enabling Mr. Harris to unilaterally control the election of the Board of Directors. If the Series A Preferred Stock is taken into account in determining percentage of beneficial ownership, Mr. Harris would beneficially hold 72.32% of the voting shares of the Company.
(7) Former Director and former controlling shareholder of the Company.
(8) Former member of the Board of Directors.
(9) Principal shareholder of the Company. Includes 93,486,200 shares of common stock held directly.
Changes in Control
On August 13, 2015, Kenneth I. Denos, the Company’s controlling shareholder assigned all 100 shares of Series A Preferred Stock (the “Control Stock”) of Start Scientific, Inc. (the “Company”) to the Company’s Chief Executive Officer and Chairman Norris R. Harris. The Control Stock is not convertible into common stock but collectively hold 1,000,000,000 voting rights and are entitled to vote together with holders of common stock on all such matters upon which common stockholders may vote. As a result, as of December 31, 2016, Mr. Harris holds a controlling beneficial interest in the Company and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On August 13, 2015, Kenneth I. Denos, the Company’s controlling shareholder assigned all 100 shares of Series A Preferred Stock (the “Control Stock”) of Start Scientific, Inc. (the “Company”) to the Company’s Chief Executive Officer and Chairman Norris R. Harris. The Control Stock is not convertible into common stock but collectively hold 1,000,000,000 voting rights and are entitled to vote together with holders of common stock on all such matters upon which common stockholders may vote. As a result, as of December 31, 2016, Mr. Harris holds a controlling beneficial interest in the Company and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders.
On January 2, 2015, the Company entered into a Farmout Agreement with BPS Operating Services LLC, located in Jackson, Mississippi. The Company has until April 1, 2015 to tender $500,000 for the first well to be drilled. The production interest includes 40 acres around the new well and the Company will earn a 75% working interest before payout, and a 60% working interest after payout. All of the production facilities, salt water disposal systems, and 33 well bores are in place. The Company may drill additional wells for $400,000 per well within 60 days of completion of each previously drilled well completion. No payments towards this Farmout Agreement have been made yet by the Company as of the date of this annual report. Arne Greaves, a director of the Company is also a principal of BPS Operating Services LLC.
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On January 21, 2015, the Company entered into a Farmout Agreement with Durban Energy, Inc., located in Jackson, Mississippi. The Company has until July 10, 2015 to commence drilling a new well on the farmout acreage. The Company will receive 100% of the net revenue until payout of all costs, at which time the Company will assign a 25% working interest to Durban and partners. There is a 30% royalty burden on the leases, which means that before payout the Company will have 70% of net revenue and after payout the Company will have 52.5% of net revenue and Durban will have 17.5% of net revenue. Each well will be treated separately for payout calculation. No payments towards this FarmoutAgreement have been made yet by the Company as of the date of this annual report. Arne Greaves, a director of the Company is also a principal of Durban Energy, Inc.
Director Independence
As of December 31, 2016, Arne D. Greaves is the only Director considered to be independent, inasmuch as he does not beneficially hold greater than a 10% ownership interest in our common stock and is unrelated to any of our shareholders who hold any such interest. We have not established any board committees. We hope in the future to add at least one more independent director and establish one or more board committees including, in particular, an audit committee.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table represents the aggregate fees billed for professional audit services rendered to the Company by Pinnacle Accountancy Group of Utah (“Pinnacle”) for 2016 and Pritchett, Siler and Hardy, LLC (“PSH”) for 2015, independent registered auditing firms for the audits of the Company’s annual financial statements for the years ended December 31, 2016 and 2015, respectively, and all fees billed for other services rendered by Pinnacle and PSH for those periods.
| Year Ended December 31 | 2016 | 2015 | ||||||
| Audit Fees(1) | $ | 8,700 | $ | 15,800 | ||||
| Audit-Related Fees(2) | 0 | 0 | ||||||
| Tax Fees(3) | 0 | 0 | ||||||
| All Other Fees(4) | 0 | 0 | ||||||
| Total Accounting Fees and Services | $ | 8,700 | $ | 15,800 | ||||
(1) Audit Fees. These are fees for professional services for the audit of the Company’s annual financial statements, and for the review of the financial statements included in the Company’s filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
(2) Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of the Company’s financial statements.
(3) Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
(4) All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed with or incorporated by referenced in this report:
| Item No. | Description |
| 14.1 | Code of Ethics for the Registrant. |
| 21.1 | Subsidiaries of the Registrant. |
| 31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Jim Frazier. |
| 31.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for S. Jim Frazier. |
* filed herewith.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| START SCIENTIFIC, INC. | ||||
| Date: | May 30, 2018 | By: | /s/ Jim Frazier | |
| Jim Frazier | ||||
| Chief Executive Officer | ||||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
/s/ Jim Frazier |
Chairman, Chief Executive Officer and principal financial officer |
May 30, 2018 |
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