UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 333-139045
![[f20151231ptss10kfinalclea001.jpg]](f20151231ptss10kfinalclea001.jpg)
PEARTRACK SECURITY SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 26-1875304 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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1327 Ocean Avenue, Suite B, Santa Monica, California | 90401 |
(Address of principal executive offices) | (Zip Code) |
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Registrant's telephone number, including area code: | 310-899-3900 |
Securities registered pursuant to Section 12(b) of the Act:
N/A | N/A |
Title of Each Class | Name of Each Exchange On Which Registered |
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. | Yes ¨ No þ | |||||
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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 þ | |||||
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. | Yes þ No ¨ | |||||
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration statement was required to submit and post such files). | Yes þ No ¨ | |||||
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Indicate by check mark 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. | Yes ¨ No þ | |||||
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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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. | ||||||
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes ¨ No þ | |||||
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The aggregate market value of Common Stock held by non-affiliates of the Registrant as of June 30, 2015 was $3,990,072 based on a closing price of $0.30 for Common Stock on June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the registrant’s
classes of common stock as of the latest practicable date.
69,516,089 Common Shares issued and outstanding as of April 15, 2016.
1
PART I
ITEM 1. | BUSINESS |
This annual report contains forward-looking statements. These statements relate to future events or the Company’s future financial performance. In some cases, forward-looking statements can be identified by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
The Company’s financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in the Company’s capital stock.
As used in this annual report, the terms "we", "us", "our," “the Company” and "PearTrack" mean PearTrack Security Systems, Inc., and its wholly-owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Car Rentals, Inc. and Ecologic Products, Inc., unless otherwise indicated.
Corporate Overview
The Company’s principal executive office is located at 1327 Ocean Avenue, Suite B, Santa Monica, California, 90401. The Company’s telephone number is 310-899-3900. The Company’s wholly owned subsidiary, PearTrack Systems Group, Ltd. is headquartered in the San Francisco Bay area of California, with offices in Manchester, England.
The Company’s website is www.peartrack.com.
The Company’s common stock is quoted on the OTC Bulletin Board and the OTCQB under the symbol “PTSS”.
Corporate History
PearTrack Security Systems, Inc. (the “Company” or “PearTrack”), incorporated in Nevada on September 30, 2005, is a security and logistics company headquartered in Santa Monica, CA. The Company is currently structured with three wholly owned subsidiaries: PearTrack Systems Group, Ltd., Ecologic Products, Inc., and Ecologic Car Rentals, Inc., all Nevada corporations. PearTrack Systems Group, Ltd. (“PTSG”), is headquartered in the San Francisco Bay area of California, with offices in Manchester, England. The Company’s current business activities are diversified into two specific markets: remote/mobile asset tracking and environmental transportation and products.
The Company’s primary focus is on the development and commercialization of its proprietary battery system in conjunction with its GPS tracking and management technologies. The Company’s vertically integrated activities, spanning from hardware design, software development, marketing and sales, to project implementation and system operations, aim to make logistics chains more secure and increase operational efficiency. The Company continues to pursue wholesale distribution opportunities for the Ecologic Shine® product, including product placement into major retail automotive chains. The Company is also developing a business plan for the retail distribution of the Ecologic Shine® product line in anticipation of spinning the operating subsidiary out to Shareholders.
On October 17, 2014, pursuant to the Agreement and Plan of Merger dated October 9, 2014, PearTrack Acquisition Corp., a Nevada corporation (“PTAC”), the Company’s wholly owned subsidiary, merged with PTSG, with PTSG as the surviving entity (the “Merger”). As a result, PTSG became the Company’s wholly owned subsidiary. As part of the agreement, the Company issued an aggregate of 51,358,555 restricted shares of the Company’s common stock to the former PTSG shareholders on a 5.13586 for 1 basis. The issuance, representing approximately 90% of the Company’s issued and outstanding shares of common stock, increased the total issued and outstanding common shares from 5,706,506 shares to 57,065,061 shares. In addition, the Company changed its name to PearTrack Security Systems, Inc. and its trading symbol to OTCQB.PTSS.
In connection with the Merger, effective October 17, 2014, Mr. William B. Nesbitt resigned as President and CEO, and Mr. Edward W. Withrow Jr., the President of PTSG and a member of the Company’s Board of Directors (the “Board”), was appointed Mr. Nesbitt’s successor. Mr. Nesbitt remains a member of the Board, as well as President and CEO the Company’s subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc. In addition, Mr. Arran de Moubray, Mr. Paul B. Burke and Mr. John D. Macey, formerly directors of PTSG, were appointed to the Board.
On January 21, 2015, the Company executed an Assignment and Licensed Rights Agreement (the “Agreement”) with PearLoxx Limited (“PearLoxx”) dated December 19, 2014, for the exclusive license in perpetuity of certain patented intellectual property (the “Licensed Property”), as defined in the section “Intellectual Property” below. As consideration, the Company shall pay PearLoxx a percentage of gross receipts generated from the sale of the Licensed Property. On March 9, 2015, the Company amended the License Agreement to include, among other things, as part of the consideration for the Licensed Product, the right for PearLoxx to purchase 5,706,506 shares of the Company’s common stock, valued at $1,711,952, for cash in the amount of $5,707.
On February 20, 2015, Mr. Philip J. Woolas was appointed as a Board member, to serve until the next annual meeting of the shareholders and/or until his successor is duly appointed.
On October 22, 2015, the Company accepted the resignation of Mr. Paul Bernhard Burke as a member of the board of directors. This resignation did not involve any disagreement with the Company.
On November 5, 2015, Mr. Edward W. Withrow III resigned as Chairman and member of the board of directors. This resignation did not involve any disagreement with the Company. Mr. E. William Withrow Jr., currently President and Chief Executive Officer and a board member, succeeded him to serve as Interim Executive Chairman until the next annual meeting of the shareholders and/or until his successor is duly appointed.
On November 5, 2015, the Company accepted the resignation of Mr. Arran de Moubray as a member of the board of directors. This resignation did not involve any disagreement with the Company.
2
Current Business
The Company is currently structured with three wholly owned subsidiaries: PearTrack Systems Group, Ltd., Ecologic Car Rentals, Inc. and Ecologic Products, Inc., all Nevada corporations. The Company’s current business activities are diversified into two specific markets: remote/mobile asset tracking and environmental transportation and products.
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Through its wholly owned subsidiary, PearTrack Systems Group, Ltd., the Company intends to provide a suite of products in the M2M telematics and remote/mobile asset tracking and management industry, including a GPS tracking system and tracking devices with a proprietary long-life battery system for non-powered assets.
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Through its wholly owned subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company continues its pursuits for viable environmental rental car opportunities, and its marketing and distribution endeavors for its environmental products. The Company anticipates that it will spin-out Ecologic Car Rentals and Ecologic Products, Inc. to its shareholders prior to the end of 2016.
Remote/Mobile Asset Tracking
PearTrack Systems Group, Ltd.
Through its wholly owned subsidiary, PearTrack Systems Group, Ltd., the Company’s focus is primarily on the development and commercialization of its proprietary battery system in conjunction with its global positioning system (“GPS”) tracking and management technologies. The Company is geared to offer market-leading proprietary solutions in the mobile to mobile (“M2M”) telematics and remote/mobile asset tracking and management industries.
Key components of the PearTrack Tracking Products:
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Battery Powered GPS Asset Tracking and Monitoring Systems with up to 10-year battery life for just about any remote asset, regardless of power supply.
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Asset monitoring and alarm units ranging from a Personal Tracking device with a 30-day rechargeable battery, to a Container Security and Tracking Unit with a 10-year battery.
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PT-700 or PT-1000: self-contained, wireless, concealable and easily fitted GPS enabled Asset Monitoring and Alert Systems with unique covert antenna kit, providing international GPS tracking (via GSM networks), temperature monitoring and door opening alerts sent directly to cell phone and/or email account.
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PT Tracking Unit: a powerful Fault Monitoring and Service Management Tool that monitors Generators, Chillers, Reefers, Irrigation Pumps, and Heavy Plant operating conditions, providing automatic alerts for critical events such as Low Oil Pressure, Engine Over-Temperature, Grid Failure, Low Output Flow, Low Fuel Level, Battery Failure, and Out of Temperature Range.
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PearTrack TeleAsset: a remote Asset Management, GPS Tracking and Monitoring System providing critical real-time event-driven GPS enhanced Event Alerts and Usage information, and enables superior remote asset management through a single web-based portal.
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PearTrack TeleAsset Platform: provides an end-to-end solution including:
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GPS enabled M2M interface hardware fitted discretely to each asset that monitors alarms, gathers data, and communicates information to the PearTrack web portal using GPRS via the GSM mobile networks.
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Centrally managed asset data software to process alarms and alerts.
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Web portal internet-based user interface accessible using a standard web browser from any Internet enabled PC or handheld device.
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Customization, hosting and system integration to provide tailored solutions to meet specific customer needs.
The Company is currently enhancing its tracking products to integrate the PearLoxx locking mechanism within its tracking units. The PearLoxx unit integrates patented locking technology with GPS tracking and reporting capabilities. The Company anticipates delivery of the PearLoxx prototype units in June 2016.
Key components of the PearLoxx Locking and Tracking Units:
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Electronically operated secure locking system using patented design.
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Remotely controlled secure unlocking via the password protected PearTrack system.
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Tamper and drill resistant design.
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Local 5-digit code emergency access, and emergency power options.
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GPS global tracking with GSM 2G/3G communications, and Iridium Satellite (optional).
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Automatic notification of lock operation and unlocking/ locking events.
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Sensors of movement, unit internal temperature, and low battery alarm options.
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Local user one-touch re-locking.
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Can be removed and refitted in less than 1 minute.
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Up to 10 year operating life from primary battery pack (subject to frequency of report).
The Company is assessing the areas of growth, with particular emphasis on the intermodal container market. PearTrack’s vertically integrated activities, spanning from hardware design, software development, marketing and sales, to project implementation and system operations, aim to make logistics chains more secure and increase operational efficiency.
Business Strategy
The board of directors of the Company (the “Board”) has approved the authorization of a capital raise of between three million ($3,000,000) dollars and five million ($5,000,000) dollars that will be used to grow the PearTrack business with the goal of generating shareholder value.
The Company’s intended strategy will be a multi-pronged approach:
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Enhance and expand the existing product line;
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Expand intellectual property through licensing;
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Identify potential business acquisitions; and
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Develop new facilities for the manufacturing and distribution of the PearTrack portfolio on a global scale.
Trailer and cargo container tracking is often a part of a fleet management solution that includes both the truck and trailer, and is a natural subset of asset tracking. With this in mind, the Board approved the establishment of PearTrack Container Group (“PearTrack Container Group”) in the 4th quarter of 2015, and has developed a strategic plan that encompasses intermodal container tracking, reporting and security, providing a real-time tracking solution that incorporates data logging, satellite positioning and data communication to a back office application.
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The PearTrack product portfolio is specifically designed for tracking commercial assets utilizing market leading wire-free autonomous technology. The extensive PearTrack product range, combined with proprietary enterprise management software, enables the business to engage with existing telematics markets while simultaneously establishing a strategic plan to target the maritime security market with its PT-Tracker Smart Container System.
The execution of the Company’s business strategy will be contingent upon and require significant financing. There can be no assurance that such financing will become available or, if it does, that it will be offered to the Company on favorable terms. The Company’s ultimate goal is to achieve an international presence in the M2M and remote/mobile asset tracking market.
Products and Technology
Overview
The PearTrack product line supplies battery powered GPS asset tracking and monitoring systems with up to 10-year battery life for just about any remote asset, regardless of whether it has a power supply or has no power at all. PearTrack’s asset monitoring and alarm units, the PT Trackers, range from a personal tracking device with a 30-day rechargeable battery, to a cargo container security and tracking unit with a battery life up to 10-years.
The PT Tracker GPS enabled asset monitoring and alert units are very easy to fit. In their basic form they are fully self-contained with no external wires or connections, and can be fitted in minutes to any trailer, or concealed within the contents of a pallet. Alternatively, with a unique covert antenna kit, the PT-700 or PT-1000 can be concealed within a shipping container to provide international GPS tracking (via GSM networks), temperature monitoring and door opening alerts sent directly to a cell phone and/or email account.
When a PT Tracker is connected to mobile/remote engineering equipment, the unit becomes a powerful fault-monitoring and service management system. Generators, chillers, reefers, irrigation pumps, and heavy plant operating conditions can all be monitored, providing automatic alerts to warn asset managers of critical events such as low oil pressure, engine over-temperature, grid failure, low output flow, low fuel level, battery failure, and out of temperature range, thereby allowing preventative maintenance to be carried out and the fault corrected, often preventing costly repairs and downtime.
There are currently two PL Tracker tracking units containing the patented PearLoxx secure locking technology, along with PearTrack’s unique and proven long life battery solutions. The PearLoxx secure locking technology (www.pearloxx.com), has a built-in GPS tracking system that enables a shipping container to be both sealed securely and tracked using the same device.
The PearTrack TeleAsset is a remote asset management, GPS tracking and monitoring system that enables organizations to better manage their remote assets. These TeleAsset systems can provide critical time sensitive information such as GPS enhanced event alerts and usage information, allowing the user to effectively manage all its assets from a single web-based portal. This information assists users in making informed management decisions based on up to the minute event-driven alerts and information regarding its PearTrack equipped assets.
The PearTrack TeleAsset platform provides an end-to-end solution comprising:
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Hardware GPS enabled M2M interface fitted discretely to each asset that monitors alarms, gathers data, and communicates this information to the PearTrack web portal using GPRS via the GSM mobile networks.
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Software centrally manages asset data, processes alarms and alerts authorized users of critical information regarding their assets.
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Web Portal internet based user interface which can be accessed using a standard web browser from any Internet enabled PC or handheld device.
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Services include customization, hosting and system integration services to provide tailored solutions to meet specific customer needs.
PT-Trackers
With the Company’s PT Trackers, PearTrack has a full range of GPS, GSM battery powered units ranging from 30-day rechargeable to up to 10 years without a battery replacement, all containing tracking and reporting capabilities, thus providing a wide variety of vertical markets.
The PearTrack product portfolio is comprised of several battery options powering GSM/GPS based asset location and monitoring devices. The product range consists mainly of non-rechargeable units, with operating durations of up to 3, 5, 7, and 10 years, in various sizes and footprints. In addition to these, a number of miniaturized rechargeable devices are due to be launched in the coming months, and will be specifically targeted at short-term hire and consignment applications.
The three, five, seven and ten year devices have multiple alarm input capability, and can interface with additional modules including temperature, movement, door opening, and angle sensors, which makes them applicable to both standard tracking and specialist reporting applications.
PearLoxx Secure Locking Technology
As part of its strategy, the Company licensed in perpetuity a patented container locking technology from PearLoxx Ltd., a United Kingdom company. The PearLoxx secure locking technology (www.pearloxx.com), has a built-in GPS tracking system that enables a shipping container to be both sealed securely and tracked using the same device. The PearLoxx unit can be fitted in less than a minute with no drilling, which provides significant value to the PearLoxx proposition. PearLoxx will operate as a unit of PearTrack Container Group.
The PL Tracker, the Company’s next-generation GPS cargo tracking system and solution, with intermodal real-time container and rail car transport security tracking, will provide a proprietary end-to-end supply chain security and tracking solution. PearLoxx locking systems integrate elements from the Sweloxx patented physical container locking system, which provide a proprietary electronic control and deadlock system, with the PearTrack tracking and communication system. The PearLoxx unit and system will provide an electronically operated shipping container security lock that can signal operation and location updates via the PearTrack system. Principal generic features of the PL Tracker include:
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Electronically operated secure locking system using patented mechanical design.
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Tamper and drill resistant design
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Local 5-digit code emergency access, and emergency power options.
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GPS global tracking with GSM 2G/3G communication using PearTrack tracking unit.
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Automatic notification of lock operation and unlocking / locking events.
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Local user one-touch re-locking
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90 day rechargeable or up to 10-year primary battery versions based
There are currently two PL Trackers:
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PL-1000: With up to a 10-year battery life, will give 4 positions a day.
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PL-90: 3-month battery life, rechargeable unit has all the features of the PT-1000. The PL-90 will last many times longer than any rechargeable GPS tracking unit currently on the market.
There is also a third unit, the PL-1100, that the Company is planning to develop, similar to the PL-1000, that would be designed to be fitted into the shipping container, becoming an integral and permanent part of the container.
4
Software
The PearTrack software enables the end-user to configure and monitor their tracking units, utilizing mapping, geo fencing, lock-down, and switching tools to provide the basis for powerful asset management and security functions. The PearTrack back-office system is dedicated to its own hardware solutions, and is designed totally in-house. This ensures complete compatibility with all hardware with a fully optimized turnkey solution. PearTrack’s philosophy is ‘Quality by Design’ and, as such, designs aviation-class software, which is constructed to be self-monitoring and does not require reboot. With the PearTrack cloud-based upgradeable firmware, the Company is able to add new features and upgrades without unnecessary cost or inconvenience to the end user.
Battery Management
A number of factors can affect battery life, e.g. ambient temperature, GPS availability, communication method (and availability), reporting frequency, external monitoring, and the period over which the units are actually operating (longer operating periods will result in greater quiescent power usage, and be impacted by losses within the battery chemistry). In order to standardize performance figures, the PearTrack products have quoted expected battery life based on normal conditions and reporting 4 events per day at typical room temperature. The PearTrack back-office system records the number of reporting events accumulated for each device, which enables the monitoring of actual battery performance. The Company is able to provide end users with suggestions to maximize battery life, if indications arise that a particular installation is not performing at optimal operating conditions.
Web Portal
In addition to the standard tracking and reporting functions, PearTrack’s end-user software provides leading enterprise management solutions of all tracking devices, including geo-fencing. The PearTrack tracking portal utilizes multiple mapping data and GIS engines. By default, the web portal currently interfaces with the Microsoft Virtual Earth map engine, which provides road, aerial and birds-eye views over almost the entire globe.
The PearTrack web portal enables the full administration and functionality of all tracking units within a completely user-friendly environment. Further, with centralized monitoring capabilities, PearTrack is able to easily extend the initial contract terms by way of an “extension” or ‘unlocking’ of existing units (subject to available battery performance data) or the ‘activation’ of additional installed units. In addition, performance monitoring is administered through the web portal, which provides functionality parameters for each tracked unit.
Target Market
The PearTrack business focuses on security and remote/mobile asset tracking, its management and communication. The history of fleet management solutions goes back several decades while tracking and monitoring of shipping containers came in focus after 9/11. Today, mobile and satellite networks can provide ubiquitous online connectivity at a reasonable cost, and mobile computing and sensor technologies that deliver high performance and excellent usability. All of these components combined enable the delivery of supply chain management, security management and operations management applications linking trailers, containers, cargo and enterprise IT systems.
The Company’s target market includes the transportation of high value assets, remote locations, and the utilization of intermodal containers, from shipper origin to customer delivery and pickup. The Company provides an important service to its customers that involves not only the protection of their assets, but of their brands; and in the case of intermodal container border security, PearTrack’s technology platform and services may protect against threats of terrorism, theft of goods and/or theft and replacement of goods with counterfeit goods.
The Company’s primary target market, intermodal shipping containers, offers a unique opportunity that it is positioned to exploit. The Company is targeting markets that have both early adoption combined with enormous need, and increasing adoption driven by fundamental market factors. The container tracking and security market is projected to grow at an annual rate of 35 percent. The container tracking market drivers are:
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Supply chain efficiency and container utilization;
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Cargo Theft: Worldwide cargo thefts account for $30-$50 billion in losses annually;
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Counterfeit goods: Pharmaceutical, technology products, petroleum products;
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Terrorism: The threat of terrorist using containers to breach security and cause destruction of property and lives; and
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Human Cargo: Traffickers use containers to transport people for forced labor, sex trade, etc.
The PearTrack business model, specifically its container initiative, includes organic sales growth and proprietary research and development, as well as acquisitions of companies and/or intellectual property deemed strategic to its business, in an effort to differentiate PearTrack amongst its competitors.
As part of PearTrack’s globally integrated supply chain security and monitoring system, the PT3 System, its next-generation container transport tracking solution, will provide end-to-end real-time intermodal container and rail car cargo transport access, intrusion tracking and market- leading battery life enhancement using its proprietary container security tracking technologies.
Target Market Drivers
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Improved Supply Chain Management resulting in increased ROI and operational efficiencies;
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Reduced theft and asset loss;
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Reduced Insurance and liability risks;
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Reduced exposure to counterfeit products being delivered as opposed to genuine articles. Counterfeit products cost over $30 billion annually in lost revenue;
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Reduced harm to humans who use counterfeit drugs with over one million people become sick with a large population dying from use of counterfeit drugs; and
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Reduced threat of terrorist attacks that can be launched by having a “dirty bomb” or nuclear bomb hidden inside an Intermodal Container.
5
Intellectual Property
On October 17, 2014, pursuant to the Merger, the Company acquired the PearTrack technology and intellectual property portfolio, consisting of an extensive range of proprietary electronic, software, firmware, and mechanical designs, along with detailed specifications, protocols, and process information, details of which can be found in the PearTrack IP Register, in summary:
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Firmware: Embedded firmware for version 1 non-rechargeable products (current manufacture), and Gen2 hardware platforms (rechargeable and non-rechargeable products).
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Hardware: Electronic and schematic designs; and manufacturing data for version 1 products (current manufacture); and Gen2 hardware platforms, along with a range of secondary interfaces and accessories.
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Mechanical: Mechanical designs and production tooling relating to version 1 non-rechargeable products (current manufacture), and in the case of the PT-90 and PT-30 design, transferrable to the Gen2 hardware variants.
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Software: Software includes but is not limited to: software applications, interfaces, and tools (i.e. web portal tracking platform), back-office services, and hardware programming tools. Software may be in the form of pre or post-complied code. System architecture, designs, and source code as used to construct and deploy the PearTrack tracking portal and associated services, including but not limited to: user interface, security controls, data access layer, communications, geo-parsing, database management, web services, reporting and administration.
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Specifications: Detailed product and system specifications, approaches, communication protocols, and manuals relating to version 1 and Gen2 products, and supporting systems.
Patents
On June 30, 2014, the Company entered into a non-exclusive License Agreement, in perpetuity, with AudioEye Communications, Inc., a communications and technology company that owns a family of patents in the area of audio technology. Proprietary materials consist of the following licensor-produced intellectual property used in the development of the technology and implementation of product:
US Patent | Description |
8,046,229 | Method and apparatus for website navigation by the visually impaired. Abstract: The system involves creating an audible website corresponding to an original website by utilizing voice talent to read and describe web content. |
8,296,150 | System and method for audio content navigation. Abstract: A system and method for communicating one or more audio files through a network. |
7,966,184 | System and method for audio content navigation. Abstract: Systems and methods for an audio-based content management, navigation and retrieval system are provided. |
8,260,616 | System and method for audio content generation. Abstract: A system and method for generating audio content. Content is automatically retrieved from an original website according to a predetermined schedule to generate retrieved content. |
8,589,169 | System and method for creating audio files. Abstract: A system and method for creating one or more audio files. |
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US Patent Pending | Description |
13/483,758 | System and method for audio content generation. |
113/280,184 US12/61,620 WO2013063066 | Includes numerous international filings. System and method for audio content management. |
14/055,366 | System and method for communicating audio files. |
The Company is developing a proprietary system of secure and encrypted communication that will allow the reporting PearTrack systems to be delivered through the web portal in an audio format with multiple linguistic capabilities. In addition, PearTrack has plans to develop an audio technology in conjunction with AudioEye, Inc., that will allow the end user to interact with the security and tracking device vocally, and will enable the end user to ask specific questions aloud, in sequential or non-sequential order, and accelerate the gathering and assimilation of information and collection of data.
On March 9, 2015 the Company completed the acquisition, through assignment of an exclusive License in perpetuity, of the PearLoxx, Ltd. system that has USPTO and EP Patent with a priority date of March 13, 2006.
US Patent | Description |
US 8,245,546 EP 1 845 225 B1 | Container Lock and Method for Locking of Container Door. |
The EP Patent describes the PearLoxx system as follows: The invention relates to a container lock, a method for locking a container with at least one door, and a container provided with a lock, said door having a first frame edge portion, and said container having a second frame edge portion positioned adjacent to said first frame edge portion in a closed position of the door, wherein said container lock comprises: an interior blocking portion, having a body adapted to extend over said first and second frame edge portions, and an engaging abutment and an extension portion extending out from said body so that, when said interior portion is arranged on the inside of said second frame edge portion, said engaging abutment and extension portion provide interacting engagement of opposite side surfaces of said second frame edge portion, and said extension portion extends from the interior of the container to the exterior of the container, and an exterior blocking means for lockable interaction with said extension portion.
6
PearLoxx Product Overview
The PearLoxx locking systems (the “PearLoxx Product”) integrate elements from the Sweloxx patents physical container locking system, with proprietary electronic control and deadlock system, and the PearTrack tracking and communication system. The system provides an electronically operated security lock for shipping containers that signals operation and location updates via the PearTrack system.
The Company has developed a system that integrates the patented locking system with the PearTrack technology and is at the final stages of development of the new products. Principal generic features of the PearLoxx Product include:
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Electronically operated secure locking system using patented mechanical design.
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Tamper and drill resistant design
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Local 5-digit code emergency access and emergency power options.
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GPS global tracking with GSM 2G/3G communication using PearTrack tracking unit.
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Automatic notification of lock operation and unlocking / locking events.
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Local user one-touch re-locking
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Approximate 90-day rechargeable (PL-90) or up to 10-year primary battery (PL-1000) versions based
CodeLoxx
The PearLoxx lock assembly (“CodeLoxx”) is operated by a microcontroller based lock control circuit. This electronic circuit is able to accept either remote open commands via the PearTrack system or a 5-digit local code, which is input via a single button and LED combination. The deadlock bolt is operated using a motor driven gear/rack, and once the deadbolt is retracted a user can manually operate the lock. Lock open status is signaled via the PearTrack tracking unit, and re-locking is automatically inhibited while the lock bolt is open to prevent jamming.
PL-90
The PL-90 is the rechargeable battery version with a predicted operating life of up to 3 months. It operates from a single Lithium Polymer battery, which is used to power the PearTrack GPS/GSM tracking unit and operate the CodeLoxx lock control circuit. The battery is charged using power derived from an external USB connector and controlled by the GPS/GSM tracking unit. The total assembly is designed to be resistant up to IP67.
PL-1000
The PL-1000 is the fixed battery version with a predicted operating life of up to 10 years. It operates from an eight ‘D’ cell primary power pack, which is used to power the PearTrack GPS/GSM tracking unit, and provides charge power for a small lithium polymer battery which is used to operate the CodeLoxx lock control circuit. The total assembly is designed to be resistant up to IP67.
Future IP Strategy
The Company’s plan for new product is based on a combination of internally developed product and service offerings, modification, enhancement or new indication of existing proprietary technologies and the licensing and or acquisition of technologies and or companies that fit into the overall thesis of the PearTrack and can be integrated into its strategic plan.
7
Competition
Telematics Industry Players
Following is an analysis of select companies offering similar products:
Company | Positioning | Penetration | Customer Added Value | GSM | CDMA | Satellite/ Iridium | Locking Feature | Battery Life |
PearTrack | Provides leading battery life and extensive data services with GPS tracking through GSM, CDMA and Iridium Networks | Over 30 industry segments | · leading battery life in the industry · multimode communication technology · container security equipment optional (Pearloxx) · fitted and convert options | X | X | X | X | 30 days To 10 years |
Kirsen Global Technology | Provides multi-modal container monitoring systems (CMS), monitoring the position and security of cargo containers with a global network that tracks and responds to incidents | Freight forwarders, 3PLs, shipping lines, shippers, insurances, packaging companies, terminal operators, and government entities | · offers a range of products to meet certain customer needs, from purely tracking containers to tracking with all sensors and capabilities | X |
|
|
| 1 year |
Honeywell Global Tracking | Offers commercial satellite-based asset tracking and monitoring provided by Inmarsat as well as fully integrated search and rescue solutions backed by international certifications that are Cospas-Sarsat compliant | Transportation, maritime, oil and gas industries, as well as logistics operations for military, governmental and NGO's around the world. | · use of Inmarsat satellites. · offers solutions for situations when GPS and GSM communications are not available, such as custom mapping data | X |
|
|
| 1 year To 10 years |
SKyBitz/ Telular | Provides remote asset tracking and information management services, specializing in real‐time decision-making tools for companies with unpowered assets. | Trucking and logistics, oil and gas, intermodal | · launched DARPA‐funded technology into private, government and international markets | X |
|
|
| "Multiyears," Otherwise Not specified |
Globe Tracker | Provider of data sharing, data analytics, and global asset tracking and monitoring services | Not provided | · provides lifetime guarantee. · partnership with Vodafone for global GSM connectivity | X |
|
|
| 5 years + External Power Option |
Starcom Systems | Provides real-time GPS fleet management and vehicle security applications, personal tracking, merchandise tracking, containers tracking and management and an online application. | Parented by Triton Container International Limited, exposure to Intermodal Leasing industry | · offers multi-lingual applications · magnet installation · low power mode · Triton container leasing services | X | X |
|
| Not specified |
OnAsset Intelligence | Specializes in the air cargo industry and is the first FAA compliant and operator approved real-time tracking device with automatic "airplane mode." Provides freight protection, chain of custody supervision and supply chain security | Emirates Sky Cargo, Virgin Atlantic Cargo, Cathay Pacific, American Airlines Cargo, AT&T, Envirotainer | · offers different mounting options as well as iridium coverage · color coded data | X | X | X |
| 30 days To 75 days |
CSB Technology | Provides a plug and play solution targeting container security issues with the use of solar power | Kuhne + Nagel, Bosch Sicherheitssysteme, DSV Air and Sea, Bavaria Egypt, Bayer Healthcare, EPSa GmbH | · solar power available | X |
|
|
|
|
Global Tracking Technologies, LLC | Provides high performance and ease of use GPS tracking device featuring real-time tracking, and supply chain monitoring across land, sea and air | PBS&J an Atkins Company, DeepWaterWind, Fred.Olsen Marine Service AS, Pepsico, Shiseido, WWF | · offers temperature monitoring function | X |
|
|
| 1 week To 7 years |
Loksys Solutions | Focuses on freight security and container tracking in the container logistics market, designed specifically for intermodal transportation. | Not specified | · efficient installation with different set-up options that provide both physical and electronic security | X |
|
| X | Not specified |
Track4C | Provides tracking and monitoring functions already fixed in the containers. | New company, currently establishing network | · customization in reporting sensors with a long battery life, pricing solutions tailored to customer needs (pay-as-you-use model) · link easily to existing ERP platforms | X |
|
|
| 18 months To 24 months |
CallPass M2M Solutions | Provides affordable Internet-based tracking and monitoring assets, container, fleet and trailer. | New company, currently establishing network | · affordable and a wide variety of products for both individuals and businesses | X | X |
|
| Not specified |
Traklok International | Provides robust physical security, multi-sensor alarm, and GPS tracking. | Chemical, electronics, pharma, food and beverage, government, tobacco | · durable lock · tracking and security functions in one device | X |
|
| X | 1 month To 3 months |
Envotech | Manufactures mechanical security seals and RFID E-seals | New market entrant looking to penetrate airline, intermodal shipping, banking, transportation, chemical, manufacturing, pharmaceutical, and healthcare industries | · leading RFID Seals and Services, the SLM-i product offers Iridium failover features | X |
| X |
| 3 months To 9 months |
9
Government Regulations
The Company’s operations will be subject to various federal, state and local laws, regulations, and controls. The Company believes it is in compliance with any such regulations affecting the Company’s business.
PearTrack’s management believes that the container and tracking market has the potential to be influenced by legislation from various authorities worldwide, as well as the outcome of discussions around mutual recognition of C-PAT and AEO, the results of full container scanning trials and the announced Container Security Device requirements from the US Department of Homeland Security (“DHS”).
Safe Port Act of 2006
SAFE Port Act was introduced as a bill on March 14, 2006, under the 109th US Congress, 2005–2006. The bill calls for 100% of US-bound ocean containers to be scanned at the foreign port of origin. The bill was enacted and signed by former President George W Bush on Oct 13, 2006. The bill became the law numbered Pub.L. 109-347.
The DHS has delayed until 2016 the implementation of key sections of the SAFE Port Act of 2006.
Container Security Initiative
The Container Security Initiative (the “CSI”) was launched in 2002 by the U.S. Bureau of Customs and Border Protection (“CBP”), an agency of the DHS. Its purpose was to increase security for container cargo shipped to the United States. The CSI allows Customs and Border protection (CBP”), working with host government Customs Services, to examine high-risk maritime containerized cargo at foreign seaports, before they are loaded on board vessels destined for the United States.
The CSI consists of four core elements:
·
Using intelligence and automated information, identify and target containers that pose a risk for terrorism.
·
Pre-screen containers that pose a risk at the port of departure before they arrive at U.S. ports.
·
Using detection technology, such as gamma ray detectors, quickly pre-screen containers that pose a risk.
·
Use smarter, tamper-evident containers.
The initial CSI program has focused on implementation at the top 20 ports that ship approximately two-thirds of the container volume to the United States. Smaller ports, however, have been added to the program at their instigation and participation is open to any port meeting certain volume, equipment, procedural, and information-sharing requirements. Future plans include expansion to additional ports based on volume, location, and strategic concerns.
Sales, Marketing, and Advertising
The Company’s primary marketing objective is to convey to its customers and to consumers in general that its product is of superior quality, and provides a proprietary long-life battery that surpasses any in the global asset tracking market. The Company is seeking to appeal to customers by emphasizing the interrelated security and economic benefits of the Company’s tracking units, in conjunction with the Company’s online control portal infrastructure.
The Company intends to:
· exploit the differentiation of PearTrack from other asset tracking company brands. |
· use direct sales and education to the US Military, Department of Homeland Defense, the US Coast Guard, and state and municipal government agencies, and corporations committed to anti-terrorism threats. |
· employ strategic use of electronic and internet distribution, employing state of the art technology to target customers seeking intermodal container security. |
Other than as disclosed above, the Company’s current sales, marketing, and advertising efforts are minimal due to the Company’s size and limited financial resources.
Manufacturing
The Company currently works with independent tier 2 UK manufacturing companies to source the components and build assemblies, and then performs the systems integration and final assembly of the PearTrack product line. The Company has entered into discussions with a large outsource manufacturer that will handle all of the manufacturing of its products as the Company commences the commercialization of its products and services.
Current Suppliers for the PT Tracker and PL Tracker Units
·
VC Electronics (UK CEM)
·
United EMS (UK CEM)
·
Centirion (Germany) - GSM for Gen2 products
·
uBlox (Switzerland) - GPS chipset for Gen2 products
·
San Jose Navigation (Taiwan) - GPS antenna & Receiver for PT-xxx
·
Toaglas (USA, Taiwan, and UK) – GPS antenna supplier for Gen2 products
·
Tekfun (Taiwan) - GSM antenna (all models)
·
Eve Battery Co (China) - PT-xxx battery packs
·
EEMB (China) - PT-30 & PT-90 battery
·
HK Salt (Hong Kong) - CPU's for both product groups
·
Shenzhen Shanghai Technology Ltd (China) - PT-xxx GSM module
·
Fibox (EU) - PT 700 & PT-1000 enclosures
·
Pheonix Mechano (EU) - PT-500 enclosure
Facilities
The Company’s principal executive office is located at 1327 Ocean Avenue, Suite B, Santa Monica, California, 90401. The Company’s telephone number is 310-899-3900, and fax number (888) 899-1433.
The Company’s wholly owned subsidiary, PearTrack Systems Group, Ltd. is headquartered in Alameda, California, with offices in Manchester, England.
The Company’s website is www.peartrack.com.
Employees
As of December 31, 2015, the Company had two employees, excluding the Company’s directors and executive officers. The Company currently has two employees, excluding the Company’s directors and executive officers. The majority of those working with the Company are engaged as consultants under Consulting Agreements.
10
Research and Development
During the last two years, the Company has spent $53,884 and $48,600, respectively, on research and development of its product line.
Environmental Transportation and Products
Ecologic Car Rentals, Inc.
Through its wholly owned subsidiary, Ecologic Car Rentals, Inc., the Company continues to focus on the development of an environmental car rental operation. The Company believes that the growth in demand for environmentally friendly cars, and the increase in major automakers’ production of new eco-friendly car models, has created a unique opportunity for an environmentally-friendly transportation company. The comprehensive business strategy, which capitalizes on this unique opportunity, and the business model supports growth, while holding true to its planet-friendly mission.
The strategy is to identify and acquire existing profitable independent car rental operations on a multi-regional basis, and convert their operations to an Ecologic platform. By initially co-branding with acquired companies for a limited period of time, the rebranding transition to “green” outlets as “Ecologic Car Rentals” can ultimately be completed.
Ecologic Products, Inc.
Through its wholly owned subsidiary, Ecologic Products, Inc., the Company continues its development of ecologically friendly products. Initially, the Company’s product line will be focused on transportation and its ancillary markets. The Company has developed Ecologic Shine®, a device and system for near-waterless car washing that delivers cleaning comparable to normal washing without the use of any harmful chemicals. The Ecologic Shine® products and services are:
· | Good for the environment |
· | Good for the vehicle |
· | Good for the customer |
· | Good for the bottom line |
The Company continues to pursue wholesale distribution opportunities for the Ecologic Shine® product, including the product placement into major retail automotive chains. The Company is also developing a business plan for the retail distribution of the Ecologic Shine® product line in anticipation of spinning the operating subsidiary out to Shareholders.
Planned Spin Offs
Although the Company continues to develop its environmental transportation business through Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company and its board of directors believes the subsidiaries will be able to operate more effectively independently, with the goal of attracting new capital and exploiting their existing business, and will have the flexibility to establish new relationships in order to achieve their respective goals of generating shareholder value.
The Company anticipates that it will spin-out Ecologic Car Rentals and Ecologic Products, Inc. to its shareholders prior to the end of 2016. Subsequent to the spin-offs, Ecologic Car Rentals, Inc. and Ecologic Products, Inc. will operate as entities independent of the Company, under the leadership of Mr. William B. Nesbitt as President and CEO of the companies.
Reports to Security Holders
The Company is not required to deliver an annual report to its stockholders, but will voluntarily send an annual report, together with the Company’s annual consolidated audited financial statements upon request. The Company is required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. The Company’s Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
11
The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company is an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.
ITEM 1A. | RISK FACTORS |
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
ITEM 2. | PROPERTIES |
The Company’s corporate headquarters are located at 1327 Ocean Avenue Suite B, Santa Monica, California 90401. The Company also leases its office space located in the San Francisco Bay area on a month-to-month basis for $647 per month.
The Company believes its current premises are adequate for the Company’s current operations and the Company does not anticipate that it will require any additional premises in the foreseeable future. When and if the Company requires additional space, the Company intends to move at that time. The Company does not foresee any significant difficulties in obtaining any required facilities. The Company currently does not rent or own any real property.
ITEM 3. | LEGAL PROCEEDINGS |
The Company knows of no material existing or pending legal proceedings against it, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company.
ITEM 4. | MINE SAFETY STANDARDS |
Not applicable.
PART II
ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
In the United States, the Company’s common shares are traded on the OTC Quotation Board “OTCQB – U.S. Registered” under the symbol “PTSS.” The following table sets forth the high and low bid prices for its common stock per quarter as reported by the OTCQB. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.
The high and low prices of the Company’s common shares for the periods indicated below are as follows:
The Company’s common stock is subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in “penny stocks.” Those disclosure rules applicable to “penny stocks” require a broker dealer, prior to a transaction in a “penny stock” not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Securities and Exchange Commission. That disclosure document advises an investor that investment in “penny stocks” can be very risky and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in “penny stocks,” to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the “penny stock” is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.
Record Holders
The Company’s common shares are issued in registered form. Island Stock Transfer, 100 Second Avenue South, Suite 705S, St. Petersburg, FL, 33701 (Telephone 727-289-0010, Facsimile 727-289-0069) is the registrar and transfer agent for the Company’s common shares.
On, December 31, 2015, the shareholders' list of the Company’s common shares pursuant to Island Stock Transfer showed 107 registered shareholders and 67,821,405 shares outstanding. The total number of shares outstanding stated in the Island Stock Transfer list of 67,821,405 includes 27 shares issued due to rounding, and does not include 1,694,711 shares issued to various consultants for services provided in 2015.
Dividends
The Company has not declared any dividends on its common stock since the Company’s inception on December 16, 2008. There is no restriction in the Company’s Articles of Incorporation and Bylaws that will limit the Company’s ability to pay dividends on its common stock. However, the Company does not anticipate declaring and paying dividends to its shareholders in the near future.
Equity Compensation Plan Information
During the years ended December 31, 2015 and 2014, respectively, the Company expensed a total of $0 and $60,000 in stock option compensation. There remained $0 in deferred stock option compensation at December 31, 2015 and 2014, respectively.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The Company did not purchase any of its shares of common stock or other securities during the year ended December 31, 2015.
12
Recent Sales of Unregistered Securities
The following represents all unregistered securities issued by the registrant during the current period, including sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities:
On January 5, 2015, in connection with a certain consulting agreement, the Company granted a consultant the right to purchase 250,000 shares of its restricted common stock at $0.001 per share. The shares, valued at $57,500, were purchased for cash in the amount of $250. As a result, $57,250 has been recorded to deferred compensation, to be amortized over a twelve (12) month period.
On March 9, 2015, in connection with a certain Assignment and License Agreement, the Company granted 5,706,506 shares of restricted common stock to be purchased at $0.001 per share. The shares, valued at $1,711,952, were purchased for cash in the amount of $5,707. As a result, $1,706,245 has been recorded to additional paid in capital.
On March 15, 2015, in connection with a certain stock purchase agreement, 1,883,147 shares of the Company’s restricted common stock were purchased at $0.02 per share, for cash in the amount of $37,663. As a result, $35,780 has been recorded to additional paid in capital.
On May 1, 2015, in connection with a certain stock purchase agreement, 1,000,000 shares of the Company’s restricted common stock were purchased at $0.25 per share, for cash in the amount of $250,000. As a result, $249,000 has been recorded to additional paid in capital.
On May 1, 2015, in connection with a certain stock purchase agreement, 150,000 shares of the Company’s restricted common stock were purchased at $0.001 per share, for cash in the amount of $150. As a result, $150 has been recorded to additional paid in capital.
On May 8, 2015, in connection with a certain stock purchase agreement, 500,000 shares of the Company’s restricted common stock were purchased at $0.25 per share, for cash in the amount of $125,000. As a result, $124,500 has been recorded to additional paid in capital.
On December 31, 2015 in connection with a certain Notice to Convert received from a non-related party, $61,375 in debt was converted at a price of $1.00 per share into 61,375 restricted shares of the Company’s common stock.
Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the U.S.
ITEM 6. | SELECTED FINANCIAL DATA |
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Statements
This annual report contains forward-looking statements. These statements relate to future events or the Company’s future financial performance. In some cases, forward-looking statements can be identified by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause the Company’s or the Company’s industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
The Company’s consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with the Company’s consolidated audited financial statements and the related notes for the years ended December 31, 2015 and 2014 that appear elsewhere in this annual report.
As used in this annual report, the terms "we", "us", "our," “the Company” and "PearTrack" mean PearTrack Security Systems, Inc., and its wholly-owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Car Rentals, Inc. and Ecologic Products, Inc., unless otherwise indicated.
Corporate History
PearTrack Security Systems, Inc., incorporated in Nevada on September 30, 2005, is a security and logistics company headquartered in Santa Monica, CA. The Company is currently structured with three wholly owned subsidiaries: PearTrack Systems Group, Ltd., Ecologic Products, Inc., and Ecologic Car Rentals, Inc., all Nevada corporations. PearTrack Systems Group, Ltd. (“PTSG”), is headquartered in the San Francisco Bay area of California, with offices in Manchester, England. The Company’s current business activities are diversified into two specific markets: remote/mobile asset tracking and environmental transportation and products.
The Company’s primary focus is on the development and commercialization of its proprietary battery system in conjunction with its GPS tracking and management technologies. The Company’s vertically integrated activities, spanning from hardware design, software development, marketing and sales, to project implementation and system operations, aim to make logistics chains more secure and increase operational efficiency. The Company continues to pursue wholesale distribution opportunities for the Ecologic Shine® product, including product placement into major retail automotive chains. The Company is also developing a business plan for the retail distribution of the Ecologic Shine® product line in anticipation of spinning the operating subsidiary out to Shareholders.
On October 17, 2014, pursuant to the Agreement and Plan of Merger dated October 9, 2014, PearTrack Acquisition Corp., a Nevada corporation (“PTAC”), the Company’s wholly owned subsidiary, merged with PTSG, with PTSG as the surviving entity (the “Merger”). As a result, PTSG became the Company’s wholly owned subsidiary. As part of the agreement, the Company issued an aggregate of 51,358,555 restricted shares of the Company’s common stock to the former PTSG shareholders on a 5.13586 for 1 basis. The issuance, representing approximately 90% of the Company’s issued and outstanding shares of common stock, increased the total issued and outstanding common shares from 5,706,506 shares to 57,065,061 shares. In addition, the Company changed its name to PearTrack Security Systems, Inc. and its trading symbol to OTCQB.PTSS.
In connection with the Merger, effective October 17, 2014, Mr. William B. Nesbitt resigned as President and CEO, and Mr. Edward W. Withrow Jr., the President of PTSG and a member of the Company’s Board of Directors (the “Board”), was appointed Mr. Nesbitt’s successor. Mr. Nesbitt remains a member of the Board, as well as President and CEO the Company’s subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc. In addition, Mr. Arran de Moubray, Mr. Paul B. Burke and Mr. John D. Macey, formerly directors of PTSG, were appointed to the Board.
On January 21, 2015, the "Company executed an Assignment and Licensed Rights Agreement (the “Agreement”) with PearLoxx Limited (“PearLoxx”) dated December 19, 2014, for the exclusive license in perpetuity of certain patented intellectual property (the “Licensed Property”). As consideration, the Company shall pay PearLoxx a percentage of gross receipts generated from the sale of the Licensed Property. On March 9, 2015, the Company amended the License Agreement to include, among other things, as part of the consideration for the Licensed Product, the right for Pearloxx to purchase 5,706,506 shares of the Company’s common stock, valued at $1,711,952, for cash in the amount of $5,707.
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On February 20, 2015, Mr. Philip J. Woolas was appointed as a Board member, to serve until the next annual meeting of the shareholders and/or until his successor is duly appointed.
On October 22, 2015, the Company accepted the resignation of Paul Bernhard Burke as a member of the board of directors. This resignation did not involve any disagreement with the Company.
On November 5, 2015, Mr. Edward W. Withrow III resigned as Chairman and member of the board of directors. This resignation did not involve any disagreement with the Company. Mr. E. William Withrow Jr., currently President and Chief Executive Officer and a board member, succeeded him to serve as Interim Executive Chairman until the next annual meeting of the shareholders and/or until his successor is duly appointed.
On November 5, 2015, the Company accepted the resignation of Arran de Moubray as a member of the board of directors. This resignation did not involve any disagreement with the Company.
Current Business
The Company is currently structured with three wholly owned subsidiaries: PearTrack Systems Group, Ltd., Ecologic Car Rentals, Inc. and Ecologic Products, Inc., all Nevada corporations. The Company’s current business activities are diversified into two specific markets: remote/mobile asset tracking and environmental transportation and products.
·
Through its wholly owned subsidiary, PearTrack Systems Group, Ltd., the Company intends to provide a suite of products in the M2M telematics and remote/mobile asset tracking and management industry, including a GPS tracking system and tracking devices with a proprietary long-life battery system for non-powered assets.
·
Through its wholly owned subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company continues its pursuits for viable environmental rental car opportunities, and its marketing and distribution endeavors for its environmental products. The Company anticipates that it will spin-out Ecologic Car Rentals and Ecologic Products, Inc. to its shareholders prior to the end of 2016.
Remote/Mobile Asset Tracking
PearTrack Systems Group, Ltd.
Through its wholly owned subsidiary, PearTrack Systems Group, Ltd., the Company’s focus is primarily on the development and commercialization of its proprietary battery system in conjunction with its global positioning system (“GPS”) tracking and management technologies. The Company is geared to offer market-leading proprietary solutions in the mobile to mobile (“M2M”) telematics and remote/mobile asset tracking and management industries.
Key components of the PearTrack Tracking Products:
·
Battery Powered GPS Asset Tracking and Monitoring Systems with up to 10-year battery life for just about any remote asset, regardless of power supply.
·
Asset monitoring and alarm units ranging from a Personal Tracking device with a 30-day rechargeable battery, to a Container Security and Tracking Unit with a 10-year battery.
·
PT-700 or PT-1000: self-contained, wireless, concealable and easily fitted GPS enabled Asset Monitoring and Alert Systems with unique covert antenna kit, providing international GPS tracking (via GSM networks), temperature monitoring and door opening alerts sent directly to cell phone and/or email account.
·
PT Tracking Unit: a powerful Fault Monitoring and Service Management Tool that monitors Generators, Chillers, Reefers, Irrigation Pumps, and Heavy Plant operating conditions, providing automatic alerts for critical events such as Low Oil Pressure, Engine Over-Temperature, Grid Failure, Low Output Flow, Low Fuel Level, Battery Failure, and Out of Temperature Range.
·
PearTrack TeleAsset: a remote Asset Management, GPS Tracking and Monitoring System providing critical real-time event-driven GPS enhanced Event Alerts and Usage information, and enables superior remote asset management through a single web-based portal.
·
PearTrack TeleAsset Platform: provides an end-to-end solution including:
·
GPS enabled M2M interface hardware fitted discretely to each asset that monitors alarms, gathers data, and communicates information to the PearTrack web portal using GPRS via the GSM mobile networks.
·
Centrally managed asset data software to process alarms and alerts.
·
Web portal internet-based user interface accessible using a standard web browser from any Internet enabled PC or handheld device.
·
Customization, hosting and system integration to provide tailored solutions to meet specific customer needs.
The Company is currently enhancing its tracking products to integrate the PearLoxx locking mechanism within its tracking units. The PearLoxx unit integrates patented locking technology with GPS tracking and reporting capabilities. The Company anticipates delivery of the PearLoxx prototype units in June 2016.
Key components of the PearLoxx Locking and Tracking Units:
?
Electronically operated secure locking system using patented design.
·
Remotely controlled secure unlocking via the password protected PearTrack system.
·
Tamper and drill resistant design.
·
Local 5-digit code emergency access, and emergency power options.
·
GPS global tracking with GSM 2G/3G communications, and Iridium Satellite (optional).
·
Automatic notification of lock operation and unlocking/ locking events.
·
Sensors of movement, unit internal temperature, and low battery alarm options.
·
Local user one-touch re-locking.
·
Can be removed and refitted in less than 1 minute.
·
Up to 10 year operating life from primary battery pack (subject to frequency of report).
The Company is assessing the areas of growth, with particular emphasis on the intermodal container market. PearTrack’s vertically integrated activities, spanning from hardware design, software development, marketing and sales, to project implementation and system operations, aim to make logistics chains more secure and increase operational efficiency.
14
Environmental Transportation and Products
Ecologic Car Rentals, Inc.
Through its wholly owned subsidiary, Ecologic Car Rentals, Inc., the Company continues to focus on the development of an environmental car rental operation. The Company believes that the growth in demand for environmentally friendly cars, and the increase in major automakers’ production of new eco-friendly car models, has created a unique opportunity for an environmentally-friendly transportation company. The comprehensive business strategy, which capitalizes on this unique opportunity, and the business model supports growth, while holding true to its planet-friendly mission.
The strategy is to identify and acquire existing profitable independent car rental operations on a multi-regional basis, and convert their operations to an Ecologic platform. By initially co-branding with acquired companies for a limited period of time, the rebranding transition to “green” outlets as “Ecologic Car Rentals” can ultimately be completed.
Ecologic Products, Inc.
Through its wholly owned subsidiary, Ecologic Products, Inc., the Company continues its development of ecologically friendly products. Initially, the Company’s product line will be focused on transportation and its ancillary markets. The Company has developed Ecologic Shine®, a device and system for near-waterless car washing that delivers cleaning comparable to normal washing without the use of any harmful chemicals. The Ecologic Shine® products and services are:
· | Good for the environment |
· | Good for the vehicle |
· | Good for the customer |
· | Good for the bottom line |
The Company continues to pursue wholesale distribution opportunities for the Ecologic Shine® product, including the product placement into major retail automotive chains. The Company is also developing a business plan for the retail distribution of the Ecologic Shine® product line in anticipation of spinning the operating subsidiary out to Shareholders.
Planned Spin Offs
Although the Company continues to develop its environmental transportation business through Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company and its board of directors believes the subsidiaries will be able to operate more effectively independently, with the goal of attracting new capital and exploiting their existing business, and will have the flexibility to establish new relationships in order to achieve their respective goals of generating shareholder value.
The Company anticipates that it will spin-out Ecologic Car Rentals and Ecologic Products, Inc. to its shareholders prior to the end of 2016. Subsequent to the spin-offs, Ecologic Car Rentals, Inc. and Ecologic Products, Inc. will operate as entities independent of the Company, under the leadership of Mr. William B. Nesbitt as President and CEO of the companies.
Results of Operations
The following summary of the Company’s results of operations should be read in conjunction with the Company’s consolidated audited financial statements for the years ended December 31, 2015 and 2014, which are included herein.
| For the Year Ended |
| ||||
| December 31, 2015 |
| December 31, 2014 |
| ||
Revenue | $ | 6,648 |
| $ | 264,895 |
|
|
|
|
|
|
|
|
Cost of Sales | $ | 9,090 |
| $ | 23,253 |
|
|
|
|
|
|
|
|
Gross profit | $ | (2,442 | ) | $ | 241,642 |
|
|
|
|
|
|
|
|
General and administrative expenses | $ | 1,847,570 |
| $ | 1,885,669 |
|
|
|
|
|
|
|
|
Interest income | $ | –– |
| $ | 2 |
|
|
|
|
|
|
|
|
Refunds and claims | $ | –– |
| $ | 71,149 |
|
|
|
|
|
|
|
|
Interest expense | $ | (234,922 | ) | $ | (245,151 | ) |
|
|
|
|
|
|
|
Loss on disposal of asset | $ | –– |
| $ | (2,782 | ) |
|
|
|
|
|
|
|
Realized gain on currency translation | $ | 81 |
| $ | –– |
|
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|
|
|
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|
|
Net loss | $ | (2,084,853 | ) | $ | (1,820,809 | ) |
|
|
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|
|
Unrealized gain on currency translation | $ | 2,937 |
| $ | 4,314 |
|
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|
|
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|
|
|
Unrealized gain (loss) on securities | $ | 1,189,298 |
| $ | (103,731 | ) |
|
|
|
|
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|
|
Net comprehensive income (loss) | $ | 1,192,235 |
| $ | (99,417 | ) |
|
|
|
|
|
|
|
Net loss and comprehensive loss | $ | (892,618 | ) | $ | (1,920,226 | ) |
15
Revenue
For the years ending December 31, 2015 and 2014, revenue in the amount of $6,648 and $264,895, respectively, consisted of limited sales resulting from test marketing of PearTrack tracking products.
Cost of sales
For the years ending December 31, 2015 and 2014, cost of sales in the amount of $9,090 and $23,253, respectively, consisted of manufacturing, packaging and shipping costs for the PearTrack tracking product sales.
General and Administrative Expenses
| For the year ended |
|
|
| |||||
| December 31, |
|
|
| |||||
| 2015 |
| 2014 |
| Variance |
| |||
Amortization of stock options/awards granted | $ | 114,583 |
| $ | 185,000 |
| $ | (70,417 | ) |
Amortization of deferred stock compensation/stock compensation |
| 480,898 |
|
| 161,429 |
|
| 319,469 |
|
Depreciation and amortization |
| 257,078 |
|
| 119,723 |
|
| 137,355 |
|
Legal, accounting and professional fees |
| 177,001 |
|
| 122,876 |
|
| 54,125 |
|
Management consulting services |
| 622,996 |
|
| 865,425 |
|
| (242,429 | ) |
Other outside services |
| 16,997 |
|
| 99,000 |
|
| (82,003 | ) |
Office supplies and miscellaneous expenses |
| 113,526 |
|
| 255,952 |
|
| (142,426 | ) |
Rent expense |
| 64,491 |
|
| 76,264 |
|
| (11,773 | ) |
Total general and administrative expenses | $ | 1,847,570 |
| $ | 1,885,669 |
| $ | (38,099 | ) |
General and administrative expenses in the amount of $1,847,570 for the year ended December 31, 2015, were comprised of $595,481 of amortization of stock options and stock compensation, $257,078 of depreciation and amortization, $177,001 of legal and accounting fees, $639,993 of management and consulting fees, $64,491 of rent, and $113,525 of office overhead and other general and administrative expenses.
General and administrative expenses in the amount of $1,885,669 for the year ended December 31, 2014, were comprised of $346,429 of amortization of stock options and stock compensation, $119,723 of depreciation and amortization, $122,876 of legal and accounting fees, $964,425 of management and consulting fees, $76,264 of rent, and $255,952 of office overhead and other general and administrative expenses.
General and administrative expenses for the year ended December 31, 2015 were $1,847,570, as compared to $1,885,699 for the year ended December 31, 2014, which resulted in a decrease in general and administrative expenses for the current period of $38,099.
Significant changes in general and administrative expenses of $38,099 during the year 2015 compared to 2014 were attributable to the following items:
·
a decrease in amortization of stock options of $70,417, primarily due to a restricted stock award granted in the prior year that was fully expensed in the current year, resulting in amortization of $114,583 expensed in the current year, compared to $125,000 expensed in the prior year; and certain deferred compensation fully expensed in the prior year of $60,000, compared to no such expense in the current year;
·
an increase in amortization of deferred stock compensation of $319,469, primarily due to additional stock compensation provided to certain consultants in the current year, resulting in an increase in expense of $319,469 for the current year;
·
an increase in depreciation and amortization of $137,355, primarily due to an increase in intangible property resulting in amortization expense of $256,842 for the current year, compared to $119,471 for the prior year; and a change in office equipment, resulting in a reduction in depreciation expense for the current year of $16.
·
an increase in legal, accounting and professional fees of $54,125, primarily due to an increase in general legal fees of $27,748; an increase in accounting fees of $4,227 due to the Company’s change in auditor; and a decrease of $18,850 resulting from services provided by UK accounting firm in the prior year, compared to no such expense in the current year, and an increase in general accounting services of $41,000 resulting from an increase in work load;
·
a decrease in management consulting fees of $242,429 primarily due a decrease of $198,929 resulting from a change in existing executive management; and a decrease of $43,500 resulting from changes in annual compensation of executive management;
·
a decrease in other outside services of $82,003 primarily due to a decrease in consulting and advisory services provided to the Company in the current year; and
·
a decrease in other general and administrative expenses of $154,199 due to a decrease in rent expense of $11,773; a decrease in bad debt expense of $141,770 resulting from uncollectible receivables; an increase in filing fees of $8,619; an increase in publicity & promotion of $2,392; a decrease in research & development of $13,516; a decrease in travel of $9,706; and an increase in other general office expenses of $11,555.
General and administrative expenses for both 2015 and 2014 were incurred primarily for the purpose of advancing the Company closer to its goals in the M2M telematics and remote/mobile asset tracking and management industry.
Net Loss
During the year ended December 31, 2015, the Company incurred a net loss of $2,084,853 compared with a net loss of $1,820,809 for the year ended December 31, 2014. The increase in net loss of $264,044 is attributable to a decrease in gross revenue of $258,247, a decrease in costs of goods sold of $14,163, a decrease in general and administrative expenses of $38,099, a decrease in interest income of $2, a decrease in refunds and claims income of $71,149, a decrease in interest expense of $10,229, an increase in realized gain from currency translations of $81, and a decrease in losses from the disposal of assets of $2,782.
16
Liquidity and Capital Resources
Working capital |
|
|
|
|
|
| |||
| December 31, 2015 |
| December 31, 2014 |
| Increase (decrease) |
| |||
Current assets | $ | 15,871 |
| $ | 81,361 |
| $ | (65,490 | ) |
Current liabilities |
| 3,406,643 |
|
| 3,388,652 |
|
| 17,991 |
|
Working capital (deficit) | $ | (3,390,772 | ) | $ | (3,307,291 | ) | $ | (83,481 | ) |
As of December 31, 2015, the Company had cash in the amount of $14,769, compared to $64,753 as of December 31, 2014.
The Company had a working capital deficit of $3,390,772 as of December 31, 2015, compared to a working capital deficit of $3,307,291 at December 31, 2014. The increase in working capital deficit of $83,481 is primarily attributable to a decrease in cash of $49,984; an increase in trade accounts receivables of $296; a decrease in refunds and claims receivable of $15,892; an increase in prepaid expenses of $90; an increase in accounts payable and accrued expenses of $106,829; a decrease in related party payable of $34,954; and a decrease in other short-term loans payable of $53,884.
Cash Flows | For the year ended |
| ||||
| December 31, 2015 |
| December 31, 2014 |
| ||
Net cash provided by (used in) operating activities | $ | (416,868 | ) | $ | 418,386 |
|
Net cash provided by (used in) investing activities |
| (1,688 | ) |
| (450,000 | ) |
Net cash provided by (used in) financing activities |
| 365,635 |
|
| 26,607 |
|
Effect of exchange rate changes on cash |
| 2,937 |
|
| 4,314 |
|
Net increase (decrease) in cash | $ | (49,984 | ) | $ | (693 | ) |
Cash Flows from Operating Activities
During the year ended December 31, 2015, the Company used $416,868 of cash flow for operating activities, compared with being provided with $418,386 for the year ended December 31, 2014. The decrease in cash provided by operating activities of $835,254 is primarily attributable to an increase in the net loss from operations of $264,044, an increase in stock compensation/amortization of deferred stock compensation of $249,052, a decrease in accruals converted to related party loans of $261,130, an increase in depreciation and amortization of $137,355, an increase in discount amortization of $6,917, a decrease in losses on the disposal of assets of $2,782, an increase in trade accounts receivable of $296, a decrease in refunds and claims receivable of $3,889, a decrease in prepaid expenses of $626, a decrease in other assets of $647, a decrease in accounts payable and accrued expenses of $123,115, a decrease in deferred revenue of $225,000; and a decrease in related party payables of $357,373.
Cash Flows from Investing Activities
During the year ended December 31, 2015, the Company used $1,688 of cash flow for investing activities, compared with $450,000 for the year ended December 31, 2014. The decrease in cash used for investing activities of $448,312 is attributable to a decrease of $450,000 resulting from intellectual property purchased in the prior year; an increase in cash received from subsidiary of $674; and an increase the purchase of office equipment of $2,362.
Cash Flows from Financing Activities
During the year ended December 31, 2015, the Company was provided with $365,635 of cash flow from financing activities compared with $26,607 during the year ended December 31, 2014. The increase in cash flows provided by financing activities of $339,028 is attributable to an increase in loan payments of $4,936, an increase in proceeds from the issuance of common stock of $342,969, and an increase in subscriptions received of $995.
As at December 31, 2015, affiliates and related parties are due a total of $3,804,216, which is comprised of loans to the Company of $3,541,366, unpaid compensation of $206,550, and unpaid reimbursable expenses of $56,300. During the year ended December 31, 2015, loans to the Company increased by $645,167, unpaid compensation increased by $88,050 and reimbursable expenses decreased by $122,781. The loans bear interest at the rate of between 4% and 7% per annum, are both secured and unsecured, are payable one year from demand or by November 15, 2015, and are convertible into the Company’s common stock at a price of $0.05 to $0.40 per share.
The Company’s principal sources of funds have been from sales of the Company’s common stock and loans from related parties.
Future Financings
The Company has suffered recurring losses from operations. The continuation of the Company’s operations is dependent upon the Company’s attaining and maintaining profitable operations and raising additional capital as needed. The Company anticipates that it will have to raise additional funds through private placements of the Company’s equity securities and/or debt financing to complete its business plan.
The Company will require additional financing in order to enable the Company to proceed with the Company’s plan of operations, as discussed above, including approximately $2,000,000 over the next 12 months to pay for the Company’s ongoing expenses. These cash requirements include working capital, selling, general and administrative expenses, expansion of the PearTrack product line, and the pursuit of acquisitions. These cash requirements are in excess of the Company’s current cash and working capital resources. Accordingly, the Company will require additional financing in order to continue operations and to repay the Company’s liabilities. There is no assurance that any party will advance additional funds to the Company in order to enable the Company to sustain its plan of operations or to repay the Company’s liabilities. There is no assurance that the financing will be completed as planned or at all. If the Company is unable to secure adequate capital to continue the Company’s planned operations, the Company’s shareholders may lose some or all of their investment and the Company’s business may fail.
The Company anticipates continuing to rely on equity sales of the Company’s common stock in order to continue to fund the Company’s business operations. Issuances of additional shares will result in dilution to the Company’s existing stockholders. There is no assurance that the Company will achieve any additional sales of its equity securities or arrange for debt or other financing to fund the Company’s planned business activities.
Personnel
As of December 31, 2015, the Company had two employees, excluding its directors and executive officers. Currently, the Company has two employees excluding its directors and executive officers. The majority of those working with the Company are engaged as consultants under Consulting Agreements.
Contractual Obligations
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
17
Going Concern
The Company has incurred losses since inception resulting in an accumulated deficit of $13,780,583, and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The consolidated audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that the Company’s assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. The Company believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company’s financial statements is critical to an understanding of the Company’s financial statements.
Principles of Consolidation:
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Products, Inc. and Ecologic Car Rentals, Inc. All significant inter-company accounts and transactions have been eliminated.
Foreign Currency Translation:
Items included in the financial statements of the Company’s subsidiary are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency.
The results and financial position of PearTrack Systems Group, Ltd., the Company’s wholly owned subsidiary, has a functional currency different from the reporting currency, and is translated into the reporting currency as follows:
(i) | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; |
(ii) | income and expenses for each income statement are translated at average exchange rates on a monthly basis; and |
(iii) | all resulting exchange differences are recognized as a separate component of equity. |
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. As of December 31, 2015 and 2014, exchange differences of $2,937 and $4,314, respectively, have been accumulated.
Use of Estimates:
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount 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. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the, estimates related to asset impairments of long lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from these estimates.
Net Income (Loss) Per Common Share:
The Company calculates net income (loss) per share as required by ASC 450-10, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation.
Comprehensive Income (Loss): ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2015 and 2014, the Company has recognized $1,192,235 and ($99,417) in comprehensive income (loss), and has included these amounts within the Company’s statement of operations in the financial statements.
Revenue Recognition: The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As at December 31, 2015, the Company has not commenced its principal operations.
The Company has limited continuing revenue from customer contracts for its PearTrack tracking system. In addition, the Company provides consulting services as an additional revenue source.
Stock Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
18
Recent Accounting Pronouncements: The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:
Adopted:
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Topic 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The adoption of this update did not have a material impact on its consolidated financial statements.
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The adoption of this update did not have a material impact on its consolidated financial statements.
In January 2015, the FASB issued ASU 2015-01 Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The adoption of this update did not have a material impact on its consolidated financial statements.
Not Yet Adopted:
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606). The objective of ASU No. 2014-08 is to clarify the principles for recognizing revenue and to develop a common revenue standard for US GAAP and IFRS. The FASB created a new Topic 606, and IASB is issuing IFRS 15, to meet the joint objectives regarding revenue recognition. The guidance in this Update affects any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, and most industry-specific guidance, as well as certain requirements contained within Topic 350 and Topic 360. The standard is required to be adopted by public business entities in annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted.
In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
19
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The Company’s consolidated audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following consolidated audited financial statements are filed as part of this annual report:
20
![[f20151231ptss10kfinalclea002.jpg]](f20151231ptss10kfinalclea002.jpg){kind=small}
PCAOB Registered Auditors – www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
PearTrack Security Systems, Inc.
We have audited the accompanying consolidated balance sheets of Peartrack Security Systems, Inc. as of December 31, 2013 and 2014, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2014. Peartrack Security Systems Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 audits provide 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 Peartrack Security Systems, Inc. as of December 31, 2013 and 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2014, 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 1 to the financial statements, the Company has no revenues, has negative working capital at December 31, 2014, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
April 15, 2015
8250 W. Charleston Blvd., Suite 100 - Las Vegas, NV 89117 Phone: (888)727-8251 Fax: (888)782-2351
F-1
![[f20151231ptss10kfinalclea003.jpg]](f20151231ptss10kfinalclea003.jpg)
F-2
The accompanying notes are an integral part of these consolidated financial statements
F-3
The accompanying notes are an integral part of these consolidated financial statements
F-4
PEARTRACK SECURITY SYSTEMS, INC. | |||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT | |||||||||||||||||||||||
PERIOD FROM JANUARY 1, 2014 TO DECEMBER 31, 2015 | |||||||||||||||||||||||
| |||||||||||||||||||||||
COMMON STOCK |
| PAID IN CAPITAL |
| DEFERRED COMPENSATION |
| SUBSCRIPTIONS RECEIVABLE |
| ACCUMULATED DEFICIT |
| ACCUMULATED COMPREHENSIVE INCOME (LOSS) |
| TOTAL |
| ||||||||||
| |||||||||||||||||||||||
SHARES |
| AMOUNT |
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2014 | 2,688,474 |
| $ | 2,688 |
| $ | 6,550,968 |
| $ | (299,583 | ) | $ | (5 | ) | $ | (9,874,921 | ) | $ | 108,384 |
| $ | (3,512,469 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of related party debt | 2,255,314 |
|
| 2,255 |
|
| 1,125,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,127,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of third party debt | 762,718 |
|
| 763 |
|
| 380,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 381,359 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon merger | 51,358,555 |
|
| 51,359 |
|
| (51,359 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
| –– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash | 250,000 |
|
| 250 |
|
| 74,250 |
|
|
|
|
| (250 | ) |
|
|
|
|
|
|
| 74,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to consultants | 2,650,000 |
|
| 2,650 |
|
| 722,350 |
|
| (648,100 | ) |
| (76,900 | ) |
|
|
|
|
|
|
| –– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions received |
|
|
|
|
|
|
|
|
|
|
|
| 75,555 |
|
|
|
|
|
|
|
| 75,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of restricted stock award |
|
|
|
|
|
|
|
|
| 125,000 |
|
|
|
|
|
|
|
|
|
|
| 125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of stock options |
|
|
|
|
|
|
|
|
| 60,000 |
|
|
|
|
|
|
|
|
|
|
| 60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation |
|
|
|
|
|
|
|
|
| 87,179 |
|
|
|
|
|
|
|
|
|
|
| 87,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1,820,809 | ) |
| (99,417 | ) |
| (1,920,226 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2014 | 59,965,061 |
| $ | 59,965 |
| $ | 8,802,207 |
| $ | (675,504 | ) | $ | (1,600 | ) | $ | (11,695,730 | ) | $ | 8,967 |
| $ | (3,501,695 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred compensation |
|
|
|
|
|
|
|
|
| 480,898 |
|
|
|
|
|
|
|
|
|
|
| 480,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of restricted stock award |
|
|
|
|
|
|
|
|
| 114,584 |
|
|
|
|
|
|
|
|
|
|
| 114,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature on related party convertible debt |
|
|
|
|
|
| 20,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt for common stock | 61,375 |
|
| 61 |
|
| 61,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 61,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received from subsidiary |
|
|
|
|
|
| 674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash | 3,533,147 |
|
| 3,533 |
|
| 409,280 |
|
|
|
|
| (37,813 | ) |
|
|
|
|
|
|
| 375,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for IP rights | 5,706,506 |
|
| 5,707 |
|
| 1,706,245 |
|
|
|
|
| (5,707 | ) |
|
|
|
|
|
|
| 1,706,245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to consultants | 250,000 |
|
| 250 |
|
| 57,250 |
|
| (57,250 | ) |
| (250 | ) |
|
|
|
|
|
|
| –– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscriptions received |
|
|
|
|
|
|
|
|
|
|
|
| 45,270 |
|
|
|
|
|
|
|
| 45,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (2,084,853 | ) |
| 1,192,235 |
|
| (892,618 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015 | 69,516,089 |
| $ | 69,516 |
| $ | 11,057,720 |
| $ | (137,272 | ) | $ | (100 | ) | $ | (13,780,583 | ) | $ | 1,201,202 |
| $ | (1,589,517 | ) |
The accompanying notes are an integral part of these consolidated financial statements
F-3
PEARTRACK SECURITY SYSTEMS, INC. |
| |||||
CONSOLIDATED STATEMENTS OF CASH FLOWS |
| |||||
|
|
|
|
|
|
|
| For the year ended |
| ||||
| December 31, 2015 |
| December 31, 2014 |
| ||
Cash flow from operating activities: |
|
|
|
|
|
|
Net loss and comprehensive income (loss) | $ | (892,618 | ) | $ | (1,920,226 | ) |
Less: Comprehensive (income) loss |
| (1,192,235 | ) |
| 99,417 |
|
Net loss |
| (2,084,853 | ) |
| (1,820,809 | ) |
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
Stock compensation/amortization of deferred compensation |
| 595,481 |
|
| 346,429 |
|
Accruals converted to related party loans |
| 572,496 |
|
| 833,626 |
|
Depreciation and amortization |
| 257,078 |
|
| 119,723 |
|
Discount amortization |
| 93,422 |
|
| 86,505 |
|
Loss on disposal of asset |
| –– |
|
| 2,782 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Increase in accounts receivable |
| (296 | ) |
| –– |
|
Decrease in refunds and claims receivable |
| 15,892 |
|
| 12,003 |
|
Increase in prepaid expenses |
| (90 | ) |
| (716 | ) |
Increase in other assets |
| –– |
|
| (647 | ) |
Increase in accounts payable and accrued expenses |
| 168,457 |
|
| 291,572 |
|
Increase in deferred revenue |
| –– |
|
| 225,000 |
|
Increase in related party payables |
| (34,455 | ) |
| 322,918 |
|
Net cash provided by (used in) operating activities |
| (416,868 | ) |
| 418,386 |
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
Cash received from acquisition |
| 674 |
|
| –– |
|
Purchase of office equipment |
| (2,362 | ) |
| –– |
|
License of intellectual property |
| –– |
|
| (450,000 | ) |
Net cash provided by (used in) investing activities |
| (1,688 | ) |
| (450,000 | ) |
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
Repayment of loans payable |
| (53,884 | ) |
| (48,948 | ) |
Proceeds from issuance of capital stock |
| 418,519 |
|
| 75,550 |
|
Common stock subscriptions received |
| 1,000 |
|
| 5 |
|
Net cash provided by financing activities |
| 365,635 |
|
| 26,607 |
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
| 2,937 |
|
| 4,314 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
| (49,984 | ) |
| (693 | ) |
|
|
|
|
|
|
|
Cash - beginning of period |
| 64,753 |
|
| 65,446 |
|
|
|
|
|
|
|
|
Cash - end of period | $ | 14,769 |
| $ | 64,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONCASH ACTIVITIES |
|
|
|
|
|
|
Change from related party debt to non-related party debt | $ | –– |
| $ | 188,755 |
|
Common stock subscriptions receivable | $ | 100 |
| $ | 1,600 |
|
Conversion of debt into common stock | $ | 61,375 |
| $ | 1,509,016 |
|
Conversion of related party payable to related party convertible note payable | $ | 572,496 |
| $ | 872,508 |
|
Discount on related party convertible debt | $ | –– |
| $ | 427,726 |
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
| ||
Interest paid | $ | –– |
| $ | 137,423 |
|
Income taxes paid | $ | –– |
| $ | –– |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
F-4
PEARTRACK SECURITY SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2015
NOTE 1. OVERVIEW
PearTrack Security Systems, Inc. (the “Company” or “PearTrack”), incorporated in Nevada on September 30, 2005, is a security and logistics company headquartered in Santa Monica, CA. The Company is currently structured with three wholly owned subsidiaries: PearTrack Systems Group, Ltd., Ecologic Products, Inc., and Ecologic Car Rentals, Inc., all Nevada corporations. PearTrack Systems Group, Ltd. (“PTSG”), is headquartered in the San Francisco Bay area of California, with offices in Manchester, England. The Company’s current business activities are diversified into two specific markets: remote/mobile asset tracking and environmental transportation and products.
·
Through its wholly owned subsidiary, PearTrack Systems Group, Ltd., the Company intends to provide a suite of products in the M2M telematics and remote/mobile asset tracking and management industry, including a Global Positioning System (“GPS”) tracking system and tracking devices with a proprietary long-life battery system for non-powered assets.
·
Through the subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc., the Company continues its pursuits for viable environmental rental car opportunities, and its marketing and distribution endeavors for its environmental products. The Company anticipates that it will spin-out Ecologic Car Rentals and Ecologic Products, Inc. to its shareholders prior to the end of 2016.
The Company’s primary focus is on the development and commercialization of its proprietary battery system in conjunction with its GPS tracking and management technologies. The Company’s vertically integrated activities, spanning from hardware design, software development, marketing and sales, to project implementation and system operations, aim to make logistics chains more secure and increase operational efficiency. The Company continues to pursue wholesale distribution opportunities for the Ecologic Shine® product, including product placement into major retail automotive chains. The Company is also developing a business plan for the retail distribution of the Ecologic Shine® product line in anticipation of spinning the operating subsidiary out to Shareholders.
On October 17, 2014, pursuant to the Agreement and Plan of Merger dated October 9, 2014, PearTrack Acquisition Corp., a Nevada corporation (“PTAC”), the Company’s wholly owned subsidiary, merged with PTSG with PTSG as the surviving entity (the “Merger”). As a result, PTSG became the Company’s wholly owned subsidiary. As part of the agreement, the Company issued an aggregate of 51,358,555 restricted shares of the Company’s common stock to the former PTSG shareholders on a 5.13586 for 1 basis. The issuance, representing approximately 90% of the Company’s issued and outstanding shares of common stock, increased the total issued and outstanding common shares from 5,706,506 shares to 57,065,061 shares. In addition, the Company changed its name to PearTrack Security Systems, Inc. and its trading symbol to OTCQB.PTSS.
In connection with the Merger, effective October 17, 2014, Mr. William B. Nesbitt resigned as President and CEO, and Mr. Edward W. Withrow Jr., the President of PTSG and a member of the Company’s Board of Directors (the “Board”), was appointed Mr. Nesbitt’s successor. Mr. Nesbitt remains a member of the Board, as well as President and CEO the Company’s subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc. In addition, Mr. Arran de Moubray, Mr. Paul B. Burke and Mr. John D. Macey, formerly directors of PTSG, were appointed to the Board.
On January 21, 2015, the "Company executed an Assignment and Licensed Rights Agreement (the “Agreement”) with PearLoxx Limited (“PearLoxx”) dated December 19, 2014, for the exclusive license in perpetuity of certain patented intellectual property (the “Licensed Property”). As consideration, the Company shall pay PearLoxx a percentage of gross receipts generated from the sale of the Licensed Property. On March 9, 2015, the Company amended the License Agreement to include, among other things, as part of the consideration for the Licensed Product, the right for PearLoxx to purchase 5,706,506 shares of the Company’s common stock, valued at $1,711,952, for cash in the amount of $5,707.
On February 20, 2015, Mr. Philip J. Woolas was appointed as a Board member, to serve until the next annual meeting of the shareholders and/or until his successor is duly appointed.
On October 22, 2015, the Company accepted the resignation of Mr. Paul Bernhard Burke as a member of the board of directors. This resignation did not involve any disagreement with the Company.
On November 5, 2015, Mr. Edward W. Withrow III resigned as Chairman and member of the board of directors. This resignation did not involve any disagreement with the Company. Mr. E. William Withrow Jr., currently President and Chief Executive Officer and a board member, succeeded him to serve as Interim Executive Chairman until the next annual meeting of the shareholders and/or until his successor is duly appointed.
On November 5, 2015, the Company accepted the resignation of Mr. Arran de Moubray as a member of the board of directors. This resignation did not involve any disagreement with the Company.
Going Concern
The Company has incurred losses since inception resulting in an accumulated deficit of $13,780,583, and a working capital deficit of $3,390,772, and further losses are anticipated. The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, which may not be available at commercially reasonable terms There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations and the Company may cease operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. 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 Company’s fiscal year end is December 31.
Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, PearTrack Systems Group, Ltd., Ecologic Products, Inc. and Ecologic Car Rentals, Inc. All significant inter-company accounts and transactions have been eliminated.
Cash and Cash Equivalents: The Company considers cash in banks, deposits in transit, and highly-liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. As of December 31, 2015 and 2014, the Company had no cash equivalents.
F-5
Foreign Currency Translation: Items included in the financial statements of the Company’s subsidiary are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in US Dollars, which is the Company’s reporting currency.
The results and financial position of PearTrack Systems Group, Ltd., the Company’s wholly owned subsidiary, has a functional currency different from the reporting currency, and is translated into the reporting currency as follows:
(i) | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; |
(ii) | income and expenses for each income statement are translated at average exchange rates on a monthly basis; and |
(iii) | all resulting exchange differences are recognized as a separate component of equity. |
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement as other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities are taken to stockholders’ equity. As of December 31, 2015 and 2014, exchange differences of $2,937 and $4,314, respectively, have been accumulated.
Use of Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount 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. Management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. Estimates that are critical to the accompanying consolidated financial statements include the, estimates related to asset impairments of long lived assets and investments, classification of expenditures as either an asset or an expense, valuation of deferred tax assets, and the likelihood of loss contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are revised periodically and the effects of revisions are reflected in the financial statements in the period it is determined to be necessary. Actual results could differ from these estimates.
Net Income (Loss) Per Common Share: The Company calculates net income (loss) per share as required by ASC 450-10, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when anti-dilutive, common stock equivalents, if any, are not considered in the computation.
Comprehensive Income (Loss): ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2015 and 2014, the Company has recognized $1,192,235 and ($99,417) in comprehensive income (loss), and has included these amounts as part of other comprehensive income (loss) on the accompanying statement of operations.
Revenue Recognition: The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured. As at December 31, 2015, the Company has not commenced its principal operations.
The Company has limited continuing revenue from customer contracts for its PearTrack tracking system. In addition, the Company provides consulting services as an additional revenue source.
Property and Equipment: Property and equipment is carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repairs and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of the Company’s property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are 5 to 7 years.
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of: In accordance with ASC 350-30, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue. Either of these could result in future impairment of long-lived assets.
Due to the Company’s recurring losses, its intellectual properties were evaluated for impairment. As of December 31, 2015, the Company has determined that expected future cash flows were sufficient for recoverability of the assets.
Income Taxes: Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.
The Company has net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that the Company will not realize a future tax benefit, a valuation allowance is established.
Stock Based Compensation: The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Fair Value Measurements: Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 | Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
Level 2 | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
Level 3 | Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
F-6
Investments in Securities: Investments in securities are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of the investee between 20% and 50%, although other factors, such as representation on the investee's Board of Directors, are considered in determining whether the equity method is appropriate. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence, are accounted for under the mark to market method. Under the mark to market method of accounting, investments are marked to market, with unrealized gains and losses being excluded from earnings and reflected as a component of other comprehensive income.
Recent Accounting Pronouncements: The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following new accounting standards:
Adopted:
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Topic 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals can be presented as discontinued operations and also modifies related disclosure requirements. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The adoption of this update did not have a material impact on its consolidated financial statements.
In June 2014, the FASB issued ASU No, 2014-10, Elimination of Certain Financial Reporting Requirements for Development Stage Entities. The objective of ASU 2014-10 is to reduce the cost and complexity associated with the incremental reporting requirements for development stage entities. This Update removes all incremental financial reporting requirements, and eliminates an exception provided to development stage entities in Topic 810. The amendments in this standard are effective retrospectively for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.
In August 2014, the FASB issued ASU No 2014-15 Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of ASU 2014-15 is to provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of this update did not have a material impact on its consolidated financial statements.
In November 2014, the FASB issued ASU No. 2014-17 Business Combinations (Topic 805): Pushdown Accounting. The objective of ASU 2014-17 is to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The amendments in this Update are effective on November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The adoption of this update did not have a material impact on its consolidated financial statements.
In January 2015, the FASB issued ASU 2015-01 Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The adoption of this update did not have a material impact on its consolidated financial statements.
Not Yet Adopted:
In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606). The objective of ASU No. 2014-08 is to clarify the principles for recognizing revenue and to develop a common revenue standard for US GAAP and IFRS. The FASB created a new Topic 606, and IASB is issuing IFRS 15, to meet the joint objectives regarding revenue recognition. The guidance in this Update affects any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, and most industry-specific guidance, as well as certain requirements contained within Topic 350 and Topic 360. The standard is required to be adopted by public business entities in annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is not permitted.
In April 2015, the FASB issued ASU 2015-03 Interest-Imputation of Interest (Subtopic 835-30: Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 is part of the Simplification Initiative, and its objective of to simplify the presentation of debt issuance costs. This Update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company is evaluating the effect, if any, adoption of ASU No. 2015-03 will have on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
NOTE 3. INVESTMENT IN SECURITIES
As of December 31, 2015 and 2014, the Company held 12,061,854 shares of Amazonas Florestal, Ltd. (“AZFL”) common stock (the “AZFL Shares”) with a fair value of $1,206,185 and $16,887, respectively. Management’s intent is to distribute the AZFL Shares in the form of a dividend, to the Company’s shareholders of record on March 16, 2012 (the effective date of the Merger), once AZFL has filed an S1 Registration and registers the AZFL Shares. The date by which the Form S1 was to be filed was extended by mutual agreement to January 31, 2013. AZFL has not, to the Company’s knowledge, caused to register the AZFL shares by filing a Form S1, and is in default of its agreement with the Company. The Company has requested that AZFL complete the registration so the stock distribution can be completed.
F-7
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
| December 31, 2015 |
| December 31, 2014 |
| ||
Office equipment | $ | 2,362 |
| $ | 5,258 |
|
Accumulated depreciation |
| (236 | ) |
| (2,476 | ) |
Property and equipment, net, before disposals |
| 2,126 |
|
| 2,782 |
|
Less: disposal of equipment |
| –– |
|
| (2,782 | ) |
Property and equipment, net | $ | 2,126 |
| $ | –– |
|
As of December 31, 2014, the Company disposed of its equipment, valued at $0, and recognized a loss in the amount of $2,782.
Depreciation expense totaled $236 and $252 for the year ended December 31, 2015 and 2014, respectively.
NOTE 5. INTANGIBLE ASSETS
Intangible assets consists of the following:
| December 31, 2015 |
| December 31, 2014 |
| ||
Intellectual property, unencumbered | $ | 2,156,245 |
| $ | 450,000 |
|
Accumulated amortization |
| (167,370 | ) |
| (15,000 | ) |
Intellectual property, unencumbered, net |
| 1,988,875 |
|
| 435,000 |
|
|
|
|
|
|
|
|
Intellectual property, pledged to creditors |
| 1,567.060 |
|
| 1,567.060 |
|
Accumulated amortization |
| (215,908 | ) |
| (111,436 | ) |
Intellectual property, pledged to creditors, net | $ | 1,351,152 |
| $ | 1,455,624 |
|
Amortization expense totaled $256,842 an $119,471 for the year ended December 31, 2015 and 2014, respectively.
NOTE 6. DEFERRED REVENUE
On June 30, 2014, the Company entered into a Service Agreement (“Service Agreement”) for consulting services to be provided by the Company in the corporate and government target markets. The Service Agreement was for a term of twelve (12) months commencing June 30, 2014, and included compensation of $450,000, which the Company has received in full.. During the year ended December 31, 2014, the Company recognized $225,000 as revenues earned. Due to certain circumstances beyond the Company's control, the Company is unable to provide the remaining services contracted under the Service Agreement. As a result, the Company has deferred the balance of consulting fees received in the amount of $225,000 until such time as it is given approval to continue its services under the Service Agreement.
NOTE 7. NOTES AND LOANS PAYABLE
Notes and loans payable consists of the following:
| December 31, 2015 |
| December 31, 2014 |
| ||
|
|
|
|
|
|
|
Loans payable | $ | 44,605 |
| $ | 98,489 |
|
Notes payable-short term |
| 125,000 |
|
| 125,000 |
|
Notes payable-short-term-convertible |
| 688,755 |
|
| 688,755 |
|
Total notes and loans payable |
| 858,360 |
|
| 912,244 |
|
Notes payable consists of unsecured promissory notes issued in the principal sum of $858,360 and $912,244 as of December 31, 2015 and 2014, respectively. The notes bear interest at a rate of between 5% and 15% per annum, and are due within one (1) year of written demand or by December 31, 2015.
As of December 31, 2015, notes payable includes the following convertible promissory notes:
Principal | Interest Rate | Conversion Rate | Maturity Date |
|
|
|
|
$188,755 | 7% | $0.05 | 1 year from demand |
$500,000 | 5% | $0.25 | 12/31/2015 |
Loans payable consists of monies loaned to the Company by a third-party for the purpose of overhead advances and product development. The loan is unsecured, bears no interest, and is payable upon demand. As of December 31, 2015 and 2014, respectively, $44,605 and $98,489 is outstanding, and no demand has been made.
As of December 31, 2015 and 2014, interest in the amount of $228,390 and $163,177, respectively, has been accrued and is included as part of accrued expenses on the accompanying balance sheet.
F-8
NOTE 8. RELATED PARTY TRANSACTIONS
Related party transactions consists of the following:
| December 31 2015 |
| December 31, 2014 |
| ||
|
|
|
|
|
|
|
Notes payable-short-term | $ | 787,837 |
| $ | 787,837 |
|
|
|
|
|
|
|
|
Notes payable-long-term-senior |
| 2,000,000 |
|
| 2,000,000 |
|
Less: unamortized discount |
| (254,716 | ) |
| (341,221 | ) |
Total long-term notes payable, senior, net of discount |
| 1,745,284 |
|
| 1,658,779 |
|
|
|
|
|
|
|
|
Notes payable-long-term-subordinate |
| 1,022,079 |
|
| 449,583 |
|
Less: unamortized discount |
| (13,834 | ) |
| –– |
|
Total long-term notes payable, subordinate, net of discount |
| 1,008,245 |
|
| 449,583 |
|
Total long-term notes payable |
| 2,753,529 |
|
| 2,108,362 |
|
Total notes payable |
| 3,541,366 |
|
| 2,896,199 |
|
|
|
|
|
|
|
|
Accrued compensation |
| 206,550 |
|
| 118,500 |
|
Reimbursed expenses payable |
| 56,300 |
|
| 179,081 |
|
Total related party payable |
| 262,850 |
|
| 297,581 |
|
|
|
|
|
|
|
|
Total related party transactions | $ | 3,804,216 |
| $ | 3,193,780 |
|
Related party notes payable consists of the following convertible notes payable at December 31, 2015:
Description | Principal | Interest Rate | Conversion Rate | Maturity Date | |
|
|
|
|
|
|
Note payable-long-term-senior | $ | 2,000,000 | 5% | $0.40 | 12/09/2018 |
Less: unamortized discount |
| (254,716 | ) |
|
|
Note payable-long-term-senior, net of discount |
| 1,745,284 |
|
|
|
|
|
|
|
|
|
Note payable-short term |
| 313,913 | 7% | $0.05 | 1 yr demand |
Note payable-short-term |
| 100,000 | 7% | $0.07 | 1 yr demand |
Note payable-short term |
| 373,924 | 5% | $0.05 | Funding |
Note payable-long-term, net of discount |
| 1,008,245 | 4%-5% | $0.25 | 12/31/2017 |
|
|
|
|
|
|
Total | $ | 3,541,366 |
|
|
|
All outstanding related party notes payable bear interest at the rate of between 4% and 7% per annum, are due and payable within between one (1) year of written demand and by December 9, 2018, or upon certain equity funding, and are convertible into the Company’s common stock at a price of between $0.05 and $0.40 per share.
On September 30, 2010, a convertible note payable was issued to a related party in the principal sum of $28,912. Modifications to the note have been made through December 31, 2015, to adjust the principal balance owing to $160,000 at December 31, 2015. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a conversion strike price of $0.05 per share. Interest in the amount of $16,616 and $5,416, respectively, has been accrued as of December 31, 2015 and 2014, and is included as part of accrued expenses on the accompanying balance sheets.
On December 31, 2011, a senior convertible promissory note was issued to a related party for unpaid compensation in the amount of $30,000. Modifications to the note were made through December 31, 2014, to adjust the principal balance owing to $373,924. The note bears interest at a rate of five percent (5%) per annum, is payable upon certain equity funding goals, and is convertible into the Company’s common stock at a conversion strike price of $0.05 per share. Interest in the amount of $48,037 and $32,529 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into an Employment Agreement with Edward W. Withrow Jr., for his services as President and Chief Executive Officer of the Company (the “Agreement”). The initial term of the Agreement is for a period of two (2) years, and is automatically renewed annually unless terminated by either party. The Agreement provides for initial compensation of $175,000 per year. In addition, the Agreement provides for expense reimbursements, and an initial stock award of 1,000,000 restricted shares of the Company’s common stock. On December 31, 2014, a convertible promissory note was issued for unpaid compensation owing under the Agreement in the amount of $189,583. Modifications to the note have been made through December 31, 2015 to adjust the principal balance owing to $364,579. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. A certain portion of the principal in the amount of $43,749, if converted at the conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate has been reclassified as a discount on the note in the amount of $8,750. During the year ended December 31, 2015, the Company expensed $2,917 in discount amortization. As of December 31, 2015, $5,833 of unamortized discount remains, to be amortized over the next twelve (12) months. Interest in the amount of $12,781 and $0 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into a consulting agreement with Huntington Chase Financial Group, a Nevada corporation (“HCFG”), a related party. The consulting agreement provides for HCFG to perform certain advisory and consulting functions for compensation in the amount of $20,000 per month for a period of three (3) years until December 4, 2017. On December 31, 2014, a convertible promissory note was issued for unpaid compensation owing under the consulting agreement in the amount of $260,000. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. Modifications to the note have been made through December 31, 2015 to adjust the principal balance owing to $443,000. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. A certain portion of the principal in the amount of $60,000, if converted at the conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate has been reclassified as a discount on the note in the amount of $12,000. During the year ended December 31, 2015, the Company expensed $4,000 in discount amortization. As of December 31, 2015, $8,000 of unamortized discount remains, to be amortized over the next twelve (12) months. Interest in the amount of $16,586 and $0 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
F-9
On December 9, 2013, the Company, through its wholly owned subsidiary, PTSG, issued a Zero Coupon Senior Secured Convertible Note (the “Convertible Note”) to seven (7) shareholders, of which two (2) shareholders are also directors of the Company (the “Note Holders”), in the aggregate sum of $2,000,000. The Convertible Note holds senior position above all other debt, bears no interest, is due within five (5) years, or by December 9, 2018 (the “Maturity Date”), and is secured by an Intellectual Property Pledge and Security Agreement (the “Security Agreement”). Pursuant to terms and conditions of the Convertible Note, principal payments may be made pro rata to the Note Holders prior to Maturity Date without penalty when/if the Company meets certain funding and earnings goals (Note 9). In accordance with the Security Agreement, certain intellectual property licensed to the Company shall be pledged as collateral to secure punctual payment. In the event of default, the Company has the right to repurchase the intellectual property, for which the proceeds shall be paid to the Note Holders to satisfy the default. The non-interest bearing Convertible Note has been recorded at its present value on the date of issuance using an imputed interest rate of 5%. The difference between the face value and its present value has been recorded as a discount of $432,940, to be amortized over the term of the note. During the years ended December 31, 2015 and 2014, the Company has amortized $86,505 and $86,505, respectively, as interest expense. There remains $254,716 and $341,221 in unamortized discount as of December 31, 2015 and 2014, respectively, to be expensed over the next 23 months.
On December 31, 2013, the Company, through its wholly owned subsidiary, Ecologic Products, Inc., issued a modification to consolidate all promissory notes payable to Huntington Chase Ltd. in the aggregate principal sum of $153,912, for cash loans made to the Company between 2009 and 2013, and to assign the note in its entirety, including accrued interest of $27,368, to Huntington Chase Financial Group. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a strike price of $0.07 per share. Interest in the amount of $48,916 and $38,143 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
On January 5, 2014, a related party was assigned $100,000 of a convertible promissory note issued by the Company. The note bears interest at a rate of 7% per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a strike price of $0.07 per share. Interest in the amount of $9,932 and $4,932 has been accrued as of December 31, 2015 and 2014, and is included as part of accrued expenses on the accompanying balance sheets.
On December 1, 2014, the Company entered into an Employment Agreement with John D. Macey, a board member, to serve as Chief Technology Officer. The employment agreement is for a term of two (2) years, and provides for compensation of $198,000 per year. On December 31, 2015, the Company issued a convertible promissory note in the principal amount of $214,500 for unpaid compensation owing under this agreement. The note bears interest at a rate of 4% per annum, is due within two (2) years, and is convertible into the Company's common stock at a strike price of $0.25 per share. No interest has been accrued as of December 31, 2015.
As at December 31, 2015 and 2014, respectively, affiliates and related parties are due a total of $3,804,216 and $3,193,780, which is comprised of loans to the Company of $3,541,366 and $2,896,199, accrued compensation of $206,550 and $118,500, and reimbursed expenses of $56,300 and $179,081, for a net increase of $610,436. During the year ended December 31, 2015, loans to the Company increased by $645,167, unpaid compensation increased by $88,050 and reimbursable expenses decreased by $122,781.
The Company’s increase in loans to the Company of $645,167 is due to an increase convertible notes payable of $572,496 resulting from unpaid compensation owed to related parties; and a decrease in unamortized discount of $72,671, which has been expensed in the current year;
The Company’s increase in unpaid compensation of $88,050 is due to an increase in unpaid compensation of $660,546 due to related parties, of which $572,496 was converted into convertible notes payable.
The Company’s expenses reimbursable to related parties decreased by $122,781 during the year ended December 31, 2015 and increase by $212,120 during the year ended December 31, 2014.
During the year ended December 31, 2015 and 2014, accrued interest increased by $71,848 and $81,712, respectively. As of December 31, 2015 and 2014, accrued interest payable to related parties was $152,868 and $81,020, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
NOTE 9. COMMITMENTS AND CONTINGENCIES
On December 9, 2013, the Company, through its wholly owned subsidiary, PTSG, issued a Zero Coupon Senior Secured Convertible Note (the “Convertible Note”) in the aggregate sum of $2,000,000. Pursuant to terms and conditions of the Convertible Note, principal payments may be made pro rata to the Note Holders prior to Maturity Date without penalty when/if the Company meets certain funding and earnings goals as follows: 1) 10% of any equity investment of $2,100,000 or more; or 2) $250,000 each year the Company’s retained earnings reaches or exceeds $1,500,000; or 3) $250,000 each year the Company’s EBITDA reaches or exceeds $3,000,000. As of December 31, 2015 and 2014, no contingent payments have been made.
On June 30, 2014, the Company entered into two (2) License Agreements (“License Agreements”) for the non-exclusive license to the Company in perpetuity of certain patented technology (the “Licensed Product”) in the private sector corporate and enterprise markets, and the public sector government markets. In accordance with the License Agreements, an initial licensing fee of $450,000, or $225,000 per agreement, was payable upon execution. In addition, royalty payments equal to 12% of gross revenues generated from the sale, lease or licensing of the Licensed Product are payable to the licensor. As of December 31, 2015, the Company has not commenced sales of the Licensed Product.
NOTE 10. CAPITAL STOCK
The total number of authorized shares of common stock that may be issued by the Company is 250,000,000 shares with a par value of $0.001; and the total number of authorized preferred stock is 25,000,000 shares with a par value of $0.001.
On January 5, 2015, in connection with a certain consulting agreement, the Company granted a consultant the right to purchase 250,000 shares of its restricted common stock at $0.001 per share. The shares, valued at $57,500, were purchased for cash in the amount of $250. As a result, $57,250 has been recorded to deferred compensation, to be amortized over a twelve (12) month period.
On March 9, 2015, in connection with a certain Assignment and License Agreement, the Company granted 5,706,506 shares of restricted common stock to be purchased at $0.001 per share. The shares, valued at $1,711,952, were purchased for cash in the amount of $5,707. As a result, $1,706,245 has been recorded to additional paid in capital.
On March 15, 2015, in connection with a certain stock purchase agreement, 1,883,147 shares of the Company’s restricted common stock were purchased at $0.02 per share, for cash in the amount of $37,663. As a result, $35,780 has been recorded to additional paid in capital.
On May 1, 2015, in connection with a certain stock purchase agreement, 1,000,000 shares of the Company’s restricted common stock were purchased at $0.25 per share, for cash in the amount of $250,000. As a result, $249,000 has been recorded to additional paid in capital.
On May 1, 2015, in connection with a certain stock purchase agreement, 150,000 shares of the Company’s restricted common stock were purchased at $0.001 per share, for cash in the amount of $150. As a result, $150 has been recorded to additional paid in capital.
On May 8, 2015, in connection with a certain stock purchase agreement, 500,000 shares of the Company’s restricted common stock were purchased at $0.25 per share, for cash in the amount of $125,000. As a result, $124,500 has been recorded to additional paid in capital.
F-10
On December 31, 2015 in connection with a certain Notice to Convert received from a non-related party, $61,375 in debt was converted at a price of $1.00 per share into 61,375 restricted shares of the Company’s common stock.
During the years ended December 31, 2015 and 2014, respectively, a total of $595,481 and $272,179 in deferred stock compensation was expensed. Deferred stock compensation expense of $137,273 and $675,504 remained at December 31, 2015 and 2014, respectively, to be amortized over the next eleven (11) months.
As of December 31, 2015 and 2014, respectively, the Company had 69,516,089 and 59,965,061 shares of common stock issued and outstanding.
NOTE 11. WARRANTS AND OPTIONS
As of December 31, 2015 and 2014, respectively, the Company has no warrants and 327,500 and 366,000 options issued and outstanding.
Outstanding and Exercisable Options |
|
|
|
|
|
|
| ||||
|
|
|
| Remaining |
| Exercise Price |
|
|
| ||
|
| Number of |
| Contractual Life |
| times Number |
| Weighted Average |
| ||
Exercise Price |
| Shares |
| (in years) |
| of Shares |
| Exercise Price |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
$3.20 |
| 75,000 |
| 0.25 |
|
| 240,000 |
|
| $3.50 |
|
$3.20 |
| 102,500 |
| 5.25 |
|
| 328,000 |
|
| $3.50 |
|
$2.00 |
| 150,000 |
| 1.00 |
|
| 300,000 |
|
| $3.10 |
|
|
| 327,500 |
|
|
| $ | 868,000 |
|
| $3.10 |
|
Options Activity | Number |
| Weighted Average |
| |
| Of Shares |
| Exercise Price |
| |
Outstanding at December 31, 2014 | 366,000 |
|
| $3.10 |
|
Issued | –– |
|
| –– |
|
Exercised | –– |
|
| –– |
|
Expired / Cancelled | (38,500 | ) |
| $4.73 |
|
Outstanding at December 31, 2015 | 327,500 |
|
| $3.10 |
|
During the year ended December 31, 2015 and 2014, respectively, the Company expensed a total of $0 and $60,000 in stock option compensation. There remains no deferred stock option compensation at December 31, 2015 and 2014, respectively.
NOTE 12. RESTRICTED STOCK AWARDS
As of December 31, 2015, the Company has awarded a total of 1,000,000 Restricted Stock Units. During the years ended December 31, 2015 and 2014, respectively, the Company expensed $114,583 and $125,000 in deferred compensation. There remained $0 and $114,583 in deferred compensation at December 31, 2015 and 2014, respectively.
NOTE 13. INCOME TAXES
Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the ultimate realization of a deferred tax as the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2015 and 2014, are presented below:
| December 31, 2015 |
| December 31, 2014 |
| ||
Deferred tax assets: |
|
|
|
|
|
|
Net operating loss carry forwards | $ | 4,572,000 |
| $ | 3,863,000 |
|
Less valuation allowance |
| (4,572,000 | ) |
| (3,863,000 | ) |
Net deferred tax asset | $ | –– |
| $ | –– |
|
A reconciliation of income taxes computed at the US federal statutory income tax rate to the change in valuation allowance is as follows:
| For the year ended |
| ||||
| December 31, 2015 |
| December 31, 2014 |
| ||
Income (loss) before taxes | $ | (892,618 | ) | $ | (1,920,226 | ) |
Statutory rate |
| 34% |
|
| 34% |
|
|
|
|
|
|
|
|
Computed expected tax payable (recovery) | $ | 303,000 |
| $ | 653,000 |
|
Non-recognizable income (loss) |
| (405,000 | ) |
| (34,000 | ) |
Non-deductible expenses |
| –– |
|
| –– |
|
Change in valuation allowance |
| (708,000 | ) |
| (619,000 | ) |
Reported income taxes | $ | –– |
| $ | –– |
|
At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. There are limitations on the utilization of net operating loss carry forwards, including a requirement that losses be offset against future taxable income, if any. In addition, there are limitations imposed by certain transactions which are deemed to be ownership changes. Accordingly, a valuation allowance has been established for the entire deferred tax asset. The increase in the valuation allowance for continuing operations was approximately $708,000 and $619,000 for the year ended December 31, 2015 and 2014, respectively.
As of December 31, 2015, the Company had cumulative net operating loss carryforwards of approximately $13,519,000, and $11,493,000 for federal and state income tax purposes, respectively, which begin to expire in the year 01/01/2029. The Company has elected to forgo any carryback of its net operating losses.
The Company adopted uncertain tax position in accordance with ASC 740 on January 1, 2007, and has not recognized any material increase in the liability for unrecognized income tax benefits as a result of the implementation. The Company estimates that the unrecognized tax benefit will not change within the next twelve months. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in its consolidated statements of operations. The Company has incurred no interest or penalties as of December 31, 2015 and 2014.
The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2008 and later tax returns are still subject to examination.
NOTE 16. SUBSEQUENT EVENTS
The Company has evaluated the events and transactions for recognition or disclosure subsequent to December 31, 2015, and has determined that there have been no events that would require disclosure.
* * * * *
F-11
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Effective October 29, 2015, Seale & Beers, CPAs (“S&B”) will no longer act as the Company’s independent registered public accounting firm, pursuant to a mutually agreed upon decision made by the Company’s Audit Committee and S&B, which was approved by the Company’s Board of Directors.
The reports of S&B regarding the Company’s financial statements for the fiscal year ended December 31, 2013 and 2014 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report of S&B on the Company’s financial statements for fiscal years ended December 31, 2013 and 2014 contained an explanatory paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going concern.
During the years ended December 31, 2013 and 2014, and during the period from January 1, 2015 to October 29, 2015, the date of dismissal, (i) there were no disagreements with S&B on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of S&B would have caused it to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided S&B with a copy of the foregoing disclosures and requested that S&B furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit 16.1 to the Company's Current Report on Form 8-K filed November 18, 2015.
Effective November 16, 2015, the Board of Directors of the Company engaged Dave Banerjee, CPA (“Banerjee”) as its independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2015.
During each of the Company’s two most recent fiscal years and through the interim periods preceding the engagement of Banerjee, the Company (a) has not engaged Banerjee as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) has not consulted with Banerjee regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Banerjee concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9A. | CONTROLS AND PROCEDURES |
Management’s Report on Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s 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 the Company’s management, including the Company’s president, chief executive officer and chief financial officer to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
As of December 31, 2015, the end of the Company’s fiscal year covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s president, chief executive officer and chief financial officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s president, chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
The Company’s 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 the Company’s 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 consolidated financial statements in conformity with accounting principles generally accepted in the United States. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. The Company’s management has concluded that, as of December 31, 2015, the Company’s internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Company generally accepted accounting principles. The Company’s management reviewed the results of their assessment with the Company’s Board of Directors.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the 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 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 changes in the Company’s internal controls over financial reporting that occurred during the year ended December 31, 2015 that have materially or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
ITEM 9B. | OTHER INFORMATION |
None
23
PART III
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Identification of Directors and Executive Officers
The following table represents the directors and executive officers of the Company as of December 31, 2015:
Term of Office
The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors. Each officer serves until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. At the present time, members of the board of directors are not compensated for their services to the board. Each Director shall hold office until the next annual meeting of stockholders and until his/her successor shall have been duly elected and qualified.
Background and Business Experience
The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.
Edward W. Withrow Jr., President & CEO, Chairman of the Board, Director
Mr. Withrow earned his Master’s in Business Administration from Harvard University, with a concentration in Investment Banking. He has a bachelor’s degree in Business, with a concentration in Finance and Accounting, from the University of Colorado. He served twenty-four years on active duty in the U.S. Navy as a professional logistician, retiring with the rank of Captain. He spent approximately 20 years as a financial professional with Drexel Burnham Lambert, Paine Webber, Merrill Lynch and Wells Fargo.
Mr. Withrow has been very active in civic leadership for the past 20 years serving in a number of elected and appointed positions, including Mayor of Alameda, California. He is currently serving as the regionally elected President of the Governing Board of the Peralta Colleges, an institution consisting of 2,000 faculty and staff and approximately 30,000 students.
Calli Bucci, Secretary and Chief Financial Officer
Ms. Bucci has over 30 years’ experience in the field of finance and business management. Prior to holding the position of Chief Financial Officer for PearTrack Security Systems, Inc., Ms. Bucci was Controller of the Company since January 2010, and was responsible for general ledger, quarterly certified reviews, annual audits, preparation for SEC filings, customer billing and invoicing, multi-state payroll, licenses and consolidated corporate income taxes.
Before joining the Company, Ms. Bucci held the position of Chief Financial Officer at InstaSave, Inc., a promotional incentive company, from December 2007, where she was responsible for financial reporting, capital structure strategy and modeling, financial transactions with consumers, consumer product goods companies and retailers, investor relations, audits, payroll and corporate income taxes.
In addition to her public accounting background, Ms. Bucci held the position of Manager/Senior Accountant at Gelfand Rennert & Feldman, a division of PriceWaterhouseCoopers, where she was responsible for all financial transactions for high net worth clientele, was liaison for annual audits, general ledger reviews and annual tax preparation.
Ms. Bucci held the position of Director of Accounting and Contract Administration at Intercontinental Releasing Corporation (IRC), a Los Angeles based Motion Picture Distribution Company. Ms. Bucci was responsible for all functions within the company’s accounting department, from financial statements and forecasting, to annual audits and corporate taxes. During her tenure with IRC, Ms. Bucci also designed and implemented a custom computerized availabilities system for the film rights of over 35 film properties distributed to foreign territories throughout the world. She was also responsible for the administration and facilitation of all client contracts, dealing heavily in foreign currencies and international import regulations.
Ms. Bucci attended the University of California at Berkley, majoring in Accounting.
John L. Ogden, Director
Mr. Ogden has more than 30 years’ experience in energy corporate finance, international negotiations, corporate and asset acquisition, business development and energy company management. Since 1995 he has been a principal and managing director of Wood Roberts, LLC, an energy corporate financial advisory firm based in Houston, Texas. Between 1985 and 1995, he managed an independent corporate financial consulting business specializing in domestic and international energy issues, providing M&A advice, and strategic corporate financial consulting services. Mr. Ogden graduated from the University of Leeds, England, with a Bachelor of Laws (honors) and is qualified as a Barrister-at-Law in England.
24
William B. Nesbitt, Director
Mr. Nesbitt is a graduated from Cornell University with a BS degree in Hotel and Service Industry Management from the School of Hotel Administration. He started a car rental company in New York City called Olin’s Rent A Car which grew into a major presence in New York and subsequently opened branches in Florida to utilize its off season fleet and serve its vacationing New York customers. Olin’s strategy was as a market niche company avoiding the airports and focusing on local neighborhoods and businesses.
Mr. Nesbitt left Olin’s for an opportunity to work for Walter Wriston at Citibank where he participated in the development of the Automatic Teller Machine and a major reduction on branch cost and footprint, with a very substantial increase in customer convenience and deposits.
Mr. Nesbitt rejoined his old company in Florida which had changed its name to Alamo Rent A Car. He was initially responsible for branches and for fleet utilization. He developed a capacity planning system to help predict the numbers of reservations, pricing potential and no show expectations. This allowed the company to achieve fleet utilization far above the competition. He later led the expansion of Alamo across the country and into foreign markets. With expansion complete, Bill focused on marketing and sales to major wholesale suppliers and partners such as the airlines, travel consortiums, cruise lines and large corporations.
Since the sale of Alamo, Mr. Nesbitt has focused on several successful company startup and acquisition projects as well as developing customer loyalty retail marketing programs for Harley Davidson dealerships and marine products companies.
Mr. Nesbitt comes to the Company with 40+ years of experience not only in the car rental business, but wide experience in company building, corporate expansion and controls. The Company looks forward to his contributions to the Company’s efforts to build and maintain a world class environmental transportation business.
Mr. Nesbitt resigned his position as President and Chief Executive Officer of the parent company, PearTrack Security Systems, Inc., on October 17, 2014, but remains as President and Chief Executive Officer of the Company’s subsidiaries, Ecologic Car Rentals, Inc. and Ecologic Products, Inc. He is succeeded by Mr. Edward W. Withrow Jr.
Dr. Martin A. Blake, Director
Dr. Blake is a sustainability expert with over 25 years’ experience developing strategic plans and influencing high profile stakeholders within governments, NGOs as well as the postal, construction, healthcare, oil and gas and charity sectors.
From 2004 to the present, Dr. Blake has been the Head of CSR, Sustainability and Social Policy for the Royal Mail Group plc, London, UK’s postal service company and largest single employer, with more than 195,000 employees, 14,000 retail outlets and a fleet of 35,000 vehicles.
From 2001 to 2004, Dr. Blake was Director of Change, Performance and Risk Management of local authority proving public services for Suffolk Coastal District Council, Suffolk, UK. He successfully designed and directed the implementation of a major transformational change management program.
Since 1988, Dr. Blake has also held the positions of Interim Managing Director of InterVest Group (BVI) Limited, Bahrain, an international financial services and venture capital provider and Director of Community Infrastructure Development for Saudi Arabian Oil Company, KSA, Saudi Arabia, the largest oil producing, refining and shipping company in the world.
John D. Macey, Director
Mr. Macey’s career started in electronic engineering, and although still an engineer at heart he has for the past 20 years been a Senior Executive specializing in technology and solution delivery. He has worked in both new businesses and public entities, and in recent years provided specialist technology management consultancy to such clients as Vodafone and Promethean Plc.
As CTO and founding Executive Board Member of Minorplanet Systems Plc, Mr. Macey was responsible for development, manufacturing and operational aspects of the business from inception until 2004. MPS are considered to be one of the industry forebears and soon after forming became listed on the London Stock Exchange with an international business which grew to employ some 1,200 staff globally.
Mr. Macey has a proven track record in Product Development, NPI, and Manufacturing, and has extensive experience in Hardware, Firmware, and Software Design, Mechanical Engineering, Systems Integration, and Vendor/Supply Chain management.
Philip J. Woolas, Director
Mr. Woolas is a principal and co-founder of Wellington Street Partners, Ltd., a political and business consultancy firm headquartered in the United Kingdom. Prior to his position with Wellington, Mr. Woolas was the Labor Member of Parliament for 13 years, holding the seat of Oldham East & Saddleworth. He also served as Parliamentary Private Secretary to the Minister of State for Transport, Lord Commissioner of the Treasury, deputy leader of the House of Commons, Minister of State for Local Government and Regeneration, Minister of State for Civil Contingency, Minister of State for Environment, and Minister of State for Immigration and Customs. Mr. Woolas also served as Minister for the North West of England, and was a leading member of the Tony Blair and Gordon Brown Governments.
Prior to his time in Parliament, in 1984 Mr. Woolas was President of the United Kingdom National Union of Students and went on to a successful career in television where he worked initially as a researcher and investigative journalist for ITV and subsequently as a producer for BBC Newsnight and Channel Four News. He then entered politics as Head of Communications and Campaigns for the GMB trade union. He has also published numerous articles and essays and is a Fellow of the Royal Society of Arts.
Family Relationships
There are no family relationships among its directors or executive officers:
Involvement in Certain Legal Proceedings
The Company’s directors, executive officers and control persons have not been involved in any of the following events during the past five years:
1.
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
25
Audit Committee and Audit Committee Financial Expert
Currently the Company’s audit committee consists of Mr. Edward W. Withrow Jr. and Mr. John L. Ogden. Mr. Ogden is chair of the audit committee. The Company currently does not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
During the calendar year 2015, aside from quarterly review teleconferences, there were no meetings held by this committee. The business of the audit committee was conducted though these teleconferences and by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee. Audit Committee meetings were held in conjunction with Board of Director’s meetings.
Code of Ethics
The Company has adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company under Rule 16a-3(e) during the year ended December 31, 2015, Forms 5 and any amendments thereto furnished to the Company with respect to the year ended December 31, 2015, and the representations made by the reporting persons to the Company, the Company believes that during the year ended December 31, 2015, its executive officers and directors and all persons who own more than ten percent of a registered class of the Company’s equity securities complied with all Section 16(a) filing requirements.
ITEM 11. | EXECUTIVE COMPENSATION |
Summary Compensation Table
The table below summarizes the compensation paid by the Company to the following persons:
(a)
its principal executive officer;
(b)
each of the Company’s two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2015 and 2014; and
(c)
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as the Company’s executive officer at the end of the years ended December 31, 2015 and 2014.
No disclosure is provided for any named executive officer, other than the Company’s principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
(1) | Pursuant to Mr. Withrow Jr.’s employment agreement, $175,000 and $175,000 in compensation has been expensed during 2015 and 2014, respectively. In addition, he was awarded 1,000,000 restricted stock units, with a total value of $250,000. During 2015 and 2014, respectively, $114,583 and $125,000 was vested. All compensation earned under the employment agreement is deferred until the Company reaches certain funding goals. As such, as of December 31, 2015, $364,579 of Mr. Withrow Jr.’s salary was converted into a convertible promissory note, which matures December 31, 2016, accrues interest at 5% per annum, and is convertible into the Company’s common stock at $0.25 per share. |
|
|
(2) | Pursuant to Ms. Bucci's employment agreement dated December 1, 2014, $120,000 and $10,000 in compensation has been expensed during 2015 and 2014, respectively. All compensation earned under the agreement is deferred until the Company reaches certain funding goals. Prior to December 2014, Ms. Bucci provided consulting services to the Company for $5,000 per month, also deferred until funding goals are met. |
|
|
(3) | Pursuant to Mr. Macey's employment agreement dated December 1, 2014, $198,000 and $16,500 in compensation has been expensed during 2015 and 2014, respectively. All compensation earned under the employment agreement is deferred until the Company reaches certain funding goals. As such, on December 31, 2015 a convertible promissory note was issued to Mr. Macey in the principal amount of $198,000, which matures December 31, 2017, accrues interest at 4% per annum, and is convertible into the Company’s common stock at $0.25 per share. Prior to December 2014, Mr. Macey provided consulting services to the Company for $5,000 per month, also deferred until funding goals are met. |
|
|
(4) | Pursuant to Mr. Nesbitt’s employment agreement, he was granted 1,500,000 options, with a total value of $180,000. As of December 31, 2015, $180,000 was vested. In addition, during 2013, Mr. Nesbitt was granted the right to purchase 500,000 shares of the Company’s common stock, with a total value of $75,000. All compensation earned under the employment agreement is deferred until the Company reaches certain funding goals. As such, as of December 31, 2015, a convertible promissory note was issued to Mr. Nesbitt in the principal sum of $373,924, which is due once the Company meets certain funding goals, accrues interest at 5% per annum, and is convertible into the Company’s common stock at $0.05 per share. |
|
|
(5) | Pursuant to the Company’s consulting agreement with Huntington Chase Financial Group, for services provided by Mr. Withrow, $240,000 and $420,000 in consulting fees has been expensed during 2015 and 2014, respectively. As of December 31, 2015, $433,000 in consulting fees owed under this agreement has been converted into a convertible promissory note, which matures December 31, 2016, accrues interest at 5% per annum, and is convertible into the Company’s common stock at $0.25 per share. In addition, $160,000 in consulting fees was converted into a convertible promissory note, due upon demand, accruing interest at 7% per annum, and convertible into the Company’s common stock at $0.05 per share. |
26
Employment Contracts and Termination of Employment and Change in Control Arrangements
On October 17, 2014, Mr. William B. Nesbitt resigned his position as President and Chief Executive Officer of the Company. As a result, the Employment Agreement dated November 1, 2011 was terminated. An employment agreement for Mr. Nesbitt’s position as President and Chief Executive Officer of the Company’s subsidiaries is in negotiations.
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into an employment agreement with Edward W. Withrow Jr., for his services as President and Chief Executive Officer of the Company. The agreement is for a period of two (2) years, and provides for compensation of $175,000 per year, as well as expense reimbursements, and an initial stock award of 1,000,000 restricted shares of the Company’s common stock.
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into a consulting agreement with Huntington Chase Financial Group, a Nevada corporation (“HCFG”), a related party. The consulting agreement provides for HCFG to perform certain advisory and consulting functions for compensation in the amount of $20,000 per month for a period of three (3) years, until December 4, 2017.
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into a consulting agreement with Huntington Chase Financial Group, a Nevada corporation (“HCFG”), a related party. The consulting agreement provides for HCFG to perform certain advisory and consulting functions for compensation in the amount of $20,000 per month for a period of three (3) years, until December 4, 2017.
On December 9, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into a consulting agreement with John D. Macey, a member of the board of directors, for his services in the area of technology, sales and marketing. The consulting agreement, commencing January 1, 2014, provides for compensation in the amount of $60,000 per year for a period of two (2) years, until December 4, 2016. On December 1. 2014, the consulting agreement was superseded by an employment agreement with Mr. Macey, to serve as Chief Technology Officer. The employment agreement provides for compensation in the amount of $198,000 per year for a period of two (2) years, until December 1, 2016.
On December 1, 2014, the Company entered into an employment agreement with Calli Bucci for her services as Chief Financial Officer. The agreement is for a period of three (3) years, and provides for compensation of $120,000 per year, as well as expense reimbursements, and an initial stock award of 500,000 restricted shares of the Company’s common stock.
There are no other employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
There are no agreements or understandings for any executive officer to resign at the request of another person. None of the Company’s executive officers acts or will act on behalf of or at the direction of any other person.
Equity Compensation Plan
The Company maintains the 2009 Stock Option Plan ("the 2009 Plan"), wherein 20,000,000 restricted shares of common stock were reserved for issuance. The 2009 Plan is intended to assist the Company in securing and retaining key employees, directors and consultants by allowing them to participate in the Company's ownership and growth through the grant of incentive and non-qualified options. Under the 2009 Plan, the Company may grant incentive stock options only to key employees and employee directors, or the Company may grant non-qualified options to employees, officers, directors and consultants. Subject to the provisions of the 2009 Plan, the board of directors will determine who shall receive options, the number of shares of common stock that may be purchased under the options. As of December 31, 2015, the Company has granted options to purchase a total of 327,500 restricted shares of the Company’s common stock.
Stock Options/SAR Grants
No options were granted to the Company’s directors and officers during the years ended December 31, 2015 and 2014.
Aggregated Option Exercised in Last Fiscal Year and Fiscal Year-End Values
There were no options exercised during the Company’s fiscal years ended December 31, 2015 or 2014, by any officer or director of the Company.
Outstanding Equity Awards at Fiscal Year End
Name | Number of Options Granted | Number of Options Unexercisable | Number of Options Exercisable | Exercise Price | Expiration Date |
Edward W. Withrow III | 75,000 | –– | 75,000 | $3.20 | 4/19/2016 |
William B. Nesbitt | 150,000 | –– | 150,000 | $2.00 | 11/1/2016 |
Kyle W. Withrow | 25,000 | –– | 25,000 | $3.20 | 4/19/2021 |
John L. Ogden | 15,000 | –– | 15,000 | $3.20 | 4/19/2021 |
Edward W. Withrow Jr. | 15,000 | –– | 15,000 | $3.20 | 4/19/2021 |
Shelley Meyers | 15,000 | –– | 15,000 | $3.20 | 4/19/2021 |
Myles Lambert | 10,000 | –– | 10,000 | $3.20 | 4/19/2021 |
Paul Christensen | 10,000 | –– | 10,000 | $3.20 | 4/19/2021 |
Calli R. Bucci | 5,000 | –– | 5,000 | $3.20 | 4/19/2021 |
Martin A. Blake | 5,000 | –– | 5,000 | $3.20 | 4/19/2021 |
Rodolfo Madrigal | 2,500 | –– | 2,500 | $3.20 | 4/19/2021 |
| 327,500 | –– | 327,500 |
|
|
During the years ended December 31, 2015 and 2014, respectively, the Company expensed a total of $0 and $60,000 in stock option compensation. There remains no deferred stock option compensation at December 31, 2015.
Compensation of Directors
The Company reimburses its directors for expenses incurred in connection with attending board meetings. The Company has not paid any director's fees or other cash compensation for services rendered as a director since the Company’s inception to December 31, 2015.
The Company has no formal plan for compensating its directors for their service in their capacity as directors. However, the Company’s directors and certain officers have received stock options to purchase common shares under the Company’s 2009 Stock Option Plan, and may receive additional stock options at the discretion of the Company’s board of directors or (as to future stock options) a compensation committee which may be established under the Plan in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Company’s board of directors. The Company’s board of directors may award special remuneration to any director undertaking any special services on the Company’s behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.
27
Pension, Retirement or Similar Benefit Plans
As of December 31, 2015, the Company had no pension plans or compensatory plans or other arrangements which provide compensation in the event of termination of employment or change in control of us. There are no arrangements or plans in which the Company provides pension, retirement or similar benefits for directors or executive officers. The Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to its directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.
The Company’s directors and certain officers have received stock options under the Company’s 2009 Stock Option Plan and may receive additional stock options at the discretion of the Company’s board of directors under the Plan in the future.
Compensation Committee
The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth, as of December 31, 2015, certain information with respect to the beneficial ownership of the Company’s common stock by each stockholder known by the Company to be the beneficial owner of more than 5% of the Company’s common stock and by each of the Company’s current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership [1] | Percentage of Shares of Common Stock [1] | ||
Withrow Sinclair & Co. | 16,461,909 |
| 23.68% | |
|
|
| ||
Phyllis Dionne De Moubray Chester Mountain Street Chilham Kent CT48DQ UK | 7,713,783 | [2] | 11.10% | |
|
|
| ||
Edward W. Withrow III | 6,692,552 | [2] | 9.63% | |
75,000 | [3] | ESOP | ||
Brook Invest & Finance PO Box 146 Road Town, BVI | 5,706,506 |
| 8.21% | |
|
|
| ||
Edward W. Withrow Jr. | 5,170,855 | [2] | 7.44% | |
15,000 | [3] | ESOP | ||
John D. Macey Parkfield, Park Road Willaston Neston Cheshire CH64 1TJ UK | 3,851,892 |
| 5.54% | |
|
|
| ||
Paul B. Burke Heron House, Withinlee Road Prestbury, Cheshire SK10 4AT UK | 3,851,892 |
| 5.54% | |
|
|
| ||
Adrian Pegler 4 Highmoor View Waterhead, Oldham OL4 2SL UK | 3,821,076 |
| 5.50% | |
|
|
| ||
John L. Ogden | 2,926,384 | [2] | 4.21% | |
15,000 | [3] | ESOP | ||
MJ Management Services, Inc. | 2,301,058 | [2] | 3.31% | |
5,000 | [3] | ESOP | ||
William B. Nesbitt | 664,063 |
| 0.96% | |
150,000 | [3] | ESOP | ||
Martin A. Blake | 5,000 | [3] | ESOP | |
|
|
| ||
Total | 59,161,972 |
| 85.10% | |
265,000 |
| ESOP | ||
| ||||
[1] | Based upon 69,516,089 shares issued and outstanding at March 31, 2016. The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. | |||
[2] | Includes direct and indirect ownership | |||
[3] | Stock options granted under 2009 ESOP, fully vested | |||
|
|
|
|
|
| Directors and officers as a group (6 shareholders) | 18,735,328 |
| 26.96% |
| More than 5% ownership (5 shareholders) | 40,426,644 |
| 58.14% |
| Total | 59,161,972 |
| 85,10% |
Changes in Control
The Company is unaware of any contract or other arrangement or provisions of the Company’s Articles or Bylaws the operation of which may at a subsequent date result in a change of control of the Company. There are not any provisions in the Company’s Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of the Company.
28
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the year ended December 31, 2015, or in any proposed transaction, which has materially affected or will affect the Company, with the exception of the following:
On September 30, 2010, a convertible note payable was issued to a related party in the principal sum of $28,912. Modifications to the note have been made through December 31, 2015, to adjust the principal balance owing to $160,000 at December 31, 2015. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a conversion strike price of $0.05 per share. Interest in the amount of $16,616 and $5,416, respectively, has been accrued as of December 31, 2015 and 2014, and is included as part of accrued expenses on the accompanying balance sheets.
On December 31, 2011, a senior convertible promissory note was issued to a related party for unpaid compensation in the amount of $30,000. Modifications to the note were made through December 31, 2014, to adjust the principal balance owing to $373,924. The note bears interest at a rate of five percent (5%) per annum, is payable upon certain equity funding goals, and is convertible into the Company’s common stock at a conversion strike price of $0.05 per share. Interest in the amount of $48,037 and $32,529 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into an Employment Agreement with Edward W. Withrow Jr., for his services as President and Chief Executive Officer of the Company (the “Agreement”). The initial term of the Agreement is for a period of two (2) years, and is automatically renewed annually unless terminated by either party. The Agreement provides for initial compensation of $175,000 per year. In addition, the Agreement provides for expense reimbursements, and an initial stock award of 1,000,000 restricted shares of the Company’s common stock. On December 31, 2014, a convertible promissory note was issued for unpaid compensation owing under the Agreement in the amount of $189,583. Modifications to the note have been made through December 31, 2015 to adjust the principal balance owing to $364,579. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. A certain portion of the principal in the amount of $43,749, if converted at the conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate has been reclassified as a discount on the note in the amount of $8,750. During the year ended December 31, 2015, the Company expensed $2,917 in discount amortization. As of December 31, 2015, $5,833 of unamortized discount remains, to be amortized over the next twelve (12) months. Interest in the amount of $12,781 and $0 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
On December 4, 2013, the Company, through its wholly owned subsidiary, PTSG, entered into a consulting agreement with Huntington Chase Financial Group, a Nevada corporation (“HCFG”), a related party. The consulting agreement provides for HCFG to perform certain advisory and consulting functions for compensation in the amount of $20,000 per month for a period of three (3) years until December 4, 2017. On December 31, 2014, a convertible promissory note was issued for unpaid compensation owing under the consulting agreement in the amount of $260,000. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. Modifications to the note have been made through December 31, 2015 to adjust the principal balance owing to $443,000. The note bears interest at a rate of five percent (5%) per annum, is due within two (2) years, and is convertible into the Company’s common stock at a strike price of $0.25 per share. A certain portion of the principal in the amount of $60,000, if converted at the conversion price of $0.25, would result in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate has been reclassified as a discount on the note in the amount of $12,000. During the year ended December 31, 2015, the Company expensed $4,000 in discount amortization. As of December 31, 2015, $8,000 of unamortized discount remains, to be amortized over the next twelve (12) months. Interest in the amount of $16,586 and $0 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
On December 9, 2013, the Company, through its wholly owned subsidiary, PTSG, issued a Zero Coupon Senior Secured Convertible Note (the “Convertible Note”) to seven (7) shareholders, of which two (2) shareholders are also directors of the Company (the “Note Holders”), in the aggregate sum of $2,000,000. The Convertible Note holds senior position above all other debt, bears no interest, is due within five (5) years, or by December 9, 2018 (the “Maturity Date”), and is secured by an Intellectual Property Pledge and Security Agreement (the “Security Agreement”). Pursuant to terms and conditions of the Convertible Note, principal payments may be made pro rata to the Note Holders prior to Maturity Date without penalty when/if the Company meets certain funding and earnings goals (Note 9). In accordance with the Security Agreement, certain intellectual property licensed to the Company shall be pledged as collateral to secure punctual payment. In the event of default, the Company has the right to repurchase the intellectual property, for which the proceeds shall be paid to the Note Holders to satisfy the default. The non-interest bearing Convertible Note has been recorded at its present value on the date of issuance using an imputed interest rate of 5%. The difference between the face value and its present value has been recorded as a discount of $432,940, to be amortized over the term of the note. During the years ended December 31, 2015 and 2014, the Company has amortized $86,505 and $86,505, respectively, as interest expense. There remains $254,716 and $341,221 in unamortized discount as of December 31, 2015 and 2014, respectively, to be expensed over the next 23 months.
On December 31, 2013, the Company, through its wholly owned subsidiary, Ecologic Products, Inc., issued a modification to consolidate all promissory notes payable to Huntington Chase Ltd. in the aggregate principal sum of $153,912, for cash loans made to the Company between 2009 and 2013, and to assign the note in its entirety, including accrued interest of $27,368, to Huntington Chase Financial Group. The note bears interest at a rate of seven percent (7%) per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a strike price of $0.07 per share. Interest in the amount of $48,916 and $38,143 has been accrued as of December 31, 2015 and 2014, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
On January 5, 2014, a related party was assigned $100,000 of a convertible promissory note issued by the Company. The note bears interest at a rate of 7% per annum, is due within one (1) year of written demand, and is convertible into the Company’s common stock at a strike price of $0.07 per share. Interest in the amount of $9,932 and $4,932 has been accrued as of December 31, 2015 and 2014, and is included as part of accrued expenses on the accompanying balance sheets.
On December 1, 2014, the Company entered into an Employment Agreement with John D. Macey, a board member, to serve as Chief Technology Officer. The employment agreement is for a term of two (2) years, and provides for compensation of $198,000 per year. On December 31, 2015, the Company issued a convertible promissory note in the principal amount of $214,500 for unpaid compensation owing under this agreement. The note bears interest at a rate of 4% per annum, is due within two (2) years, and is convertible into the Company's common stock at a strike price of $0.25 per share. No interest has been accrued as of December 31, 2015.
As at December 31, 2015 and 2014, respectively, affiliates and related parties are due a total of $3,804,216 and $3,193,780, which is comprised of loans to the Company of $3,541,366 and $2,896,199, accrued compensation of $206,550 and $118,500, and reimbursed expenses of $56,300 and $179,081, for a net increase of $610,436. During the year ended December 31, 2015, loans to the Company increased by $645,167, unpaid compensation increased by $88,050 and reimbursable expenses decreased by $122,781.
The Company’s decrease in loans to the Company of $645,167 is due to an increase convertible notes payable of $572,496 resulting from unpaid compensation owed to related parties; and a decrease in unamortized discount of $72,671, which has been expensed in the current year;
The Company’s increase in unpaid compensation of $88,050 is due to an increase in unpaid compensation of $660,546 due to related parties, of which $572,496 was converted into convertible notes payable.
29
The Company’s expenses reimbursable to related parties decreased by $122,781 during the year ended December 31, 2015 and increase by $212,120 during the year ended December 31, 2014.
During the year ended December 31, 2015 and 2014, accrued interest increased by $71,848 and $81,712, respectively. As of December 31, 2015 and 2014, accrued interest payable to related parties was $152,868 and $81,020, respectively, and is included as part of accrued expenses on the accompanying balance sheets.
Director Independence
For purposes of determining director independence, the Company have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
The Company currently acts with nine directors, consisting of Edward W. Withrow Jr, John L. Ogden, William B. Nesbitt, John D. Macey, , Dr. Martin A. Blake and Philip J. Woolas. The Company has determined that Mr. Philip J. Woolas and Dr. Martin A. Blake are “independent director(s)” as defined in NASDAQ Marketplace Rule 4200(a)(15).
ITEM 14. | PRINCIPAL ACCOUNTANTS FEES AND SERVICES |
The aggregate fees billed or to be billed for the most recently completed fiscal years ended December 31, 2015 and 2014, for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year Ended December 31, | ||
| 2015 |
| 2014 |
Audit Fees | 24,500 |
| 15,250 |
Audit Related Fees | –– |
| 46 |
Tax Fees | –– |
| –– |
All Other Fees | –– |
| –– |
Total | 24,500 |
| 15,296 |
The Company’s board of directors pre-approves all services provided by the Company’s independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
The Company’s board of directors has considered the nature and amount of fees billed by the Company’s independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining the Company’s independent auditors’ independence.
30
PART IV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
Exhibits required by Item 601 of Regulation S-B
Exhibit Number | Description | Filing Reference |
(2) | Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession |
|
2.1 | Letter of Intent between the Company and ACE Rent A Car, Inc. dated August 2, 2012 | Filed with the SEC on November 19, 2012 as part of the Company’s Quarterly Report on Form 10-Q |
2.2 | Letter of Intent between the Company and PearTrack Systems Group, Ltd. dated September 26, 2014 | Filed with the SEC on October 2, 2014 as part of the Company’s Current Report on Form 8-K |
2.3 | Agreement and Plan of Merger between the Company, PearTrack Systems Group Limited and PearTrack Acquisition Corp effective October 17, 2014 | Filed with the SEC on October 23, 2014 as part of the Company’s Current Report on Form 8-K |
(3) | Articles of Incorporation and Bylaws |
|
3.1 | Articles of Incorporation | Filed with the SEC on November 30, 2006 as part of the Company’s registration statement on form SB-2 |
3.2 | Bylaws | Filed with the SEC on November 30, 2006 as part of the Company’s registration statement on form SB-2 |
3.3 | Certificate of Change filed with the Secretary of State of Nevada on April 2, 2008 | Filed with the SEC on April 21, 2008 as part of the Company’s Current Report on Form 8-K |
3.4 | Articles of Merger | Filed with the SEC on June 26, 2008 as part of the Company’s Current Report on Form 8-K |
3.5 | Certificate of Change filed with the Secretary of State of Nevada on August 29, 2008 with respect to the reverse stock split | Filed with the SEC on September 17, 2008 as part of the Company’s Current Report on Form 8-K |
3.6 | Articles of Merger | Filed with the SEC on June 11, 2009 as part of the Company’s Current Report on Form 8-K |
3.7 | Certificate of Change filed with the Secretary of State of Nevada on May 15, 2009 with respect to the reverse stock split | Filed with the SEC on June 11, 2009 as part of the Company’s Current Report on Form 8-K |
3.8 | Articles of Merger filed with the Secretary of State of Nevada on June 2, 2009 with respect to the merger between the Company’s wholly owned subsidiary, Ecological Acquisition Corp. and Ecologic Sciences, Inc. | Filed with the SEC on July 9, 2009 as part of the Company’s Current Report on Form 8-K |
3.9 | Certificate of Change filed with the Secretary of State of Nevada on May 15, 2009, effective June 9, 2009 with respect to the merger between the Company’s wholly owned subsidiary, Ecological Acquisition Corp., and Ecologic Sciences, Inc. | Filed with the SEC on July 9, 2009 as part of the Company’s Current Report on Form 8-K |
3.10 | Certificate of Amendment filed with the Secretary of State of Nevada on September 29, 2014, effective October 17, 2014 with respect to the authorized shares and name change | Filed with the SEC on October 2, 2014 as part of the Company’s Current Report on Form 8-K |
(10) | Material Contracts |
|
10.1 | Agreement and Plan of Merger dated April 26, 2009 | Filed with the SEC on April 30, 2009 as part of the Company’s Current Report on Form 8-K |
10.2 | Employment agreement dated January 30, 2009 between the Company and Mr. Plamondon | Filed with the SEC on July 9, 2009 as part of the Company’s Current Report on Form 8-K |
10.3 | Agreement dated April 28, 2009 between the Company and Audio Eye, Inc. | Filed with the SEC on July 9, 2009as part of the Company’s Current Report on Form 8-K |
10.4 | Agreement dated May 15, 2009 between the Company and Audio Eye, Inc. | Filed with the SEC on July 9, 2009 as part of the Company’s Current Report on Form 8-K |
10.5 | Employment agreement dated June 29, 2009 between the Company and Mr. Keppler. | Filed with the SEC on July 9, 2009 as part of the Company’s Current Report on Form 8-K |
10.6 | Memorandum of Understanding dated May 12, 2009 between the Company and Green Solutions & Technologies, LLC | Filed with the SEC on July 9, 2009 as part of the Company’s Current Report on Form 8-K |
10.7 | Form of Debt Settlement Subscription Agreement dated July 1, 2009 between the Company and John L. Ogden | Filed with the SEC on July 9, 2009 as part of the Company’s Current Report on Form 8-K |
10.8 | Service Agreement dated September 24, 2009 between Ecologic Products, Inc. and Park ‘N Fly Inc. | Filed with the SEC on September 29, 2009 as part of the Company’s Current Report on Form 8-K |
10.9 | Agreement dated September 29, 2009 between the Company and North Sea Securities LP. | Filed with the SEC on April 14, 2010 as part of the Company’s Annual Report on Form 10-K |
10.10 | Consulting Agreement with Matrix Advisors, LLC dated October 1, 2009 | Filed with the SEC on April 14, 2010 as part of the Company’s Annual Report on Form 10-K |
10.11 | Consulting Agreement with Huntington Chase Ltd. for Advisory Services dated October 12, 2009 | Filed with the SEC on April 14, 2010 as part of the Company’s Annual Report on Form 10-K |
10.12 | Advisory Agreement for Executive Services of Norman A. Kunin dated as of January 1, 2010 | Filed with the SEC on August 16, 2010 as part of the Company’s Current Quarterly Report on Form 10-Q |
10.13 | Independent Consulting Agreement between the Company and Prominence Capital, LLC effective as of April 5, 2010 | Filed with the SEC on August 16, 2010 as part of the Company’s Current Quarterly Report on Form 10-Q |
10.14 | Agreement dated November 23, 2010 with BMO Capital Markets | Filed with the SEC on April 16, 2012 as part of the Company’s Annual Report on Form 10-K |
10.15 | Independent Consulting Agreement between the Company and Oracle Capital Partners, LLC effective as of April 1, 2011. | Filed with the SEC on August 15, 2011 as part of the Company’s Current Quarterly Report on Form 10-Q |
10.16 | Placement Agent Agreement between the Company and View Trade Securities, Inc. effective as of April 12, 2011 | Filed with the SEC on August 15, 2011 as part of the Company’s Current Quarterly Report on Form 10-Q |
10.17 | Employment Agreement between the Company and William B. Nesbitt effective as of November 1, 2011 | Filed with the SEC on April 16, 2012 as part of the Company’s Annual Report on Form 10-K |
10.18 | Share Exchange Agreement and Plan of Merger dated March 16, 2012 | Filed with the SEC on March 22, 2012 as part of the Company’s Current Report on Form 8-K |
10.19 | Consulting Agreement between the Company and Greg Suess dated July 5, 2012 | Filed with the SEC on November 19, 2012 as part of the Company’s Quarterly Report on Form 10-Q |
10.20 | Consulting Agreement between the Company and NUF Enterprises LLC dated July 5, 2012 | Filed with the SEC on November 19, 2012 as part of the Company’s Quarterly Report on Form 10-Q |
10.21 | Engagement Letter between the Company and Wellington Shields & Co., LLC dated September 12, 2012 | Filed with the SEC on November 19, 2012 as part of the Company’s Quarterly Report on Form 10-Q |
10.22 | Engagement Letter between the Company and Wellington Shields & Co., LLC dated September 12, 2012 | Filed with the SEC on November 19, 2012 as part of the Company’s Quarterly Report on Form 10-Q |
10.23 | Modification Agreement between the Company and Huntington Chase Financial Group dated October 12, 2012 | Filed with the SEC on April 1, 2013 as part of the Company’s Annual Report on Form 10-K |
10.24 | Assignment and Licensed Rights Agreement between the Company and PearLoxx Limited dated December 19, 2014 | Filed with the SEC on January 26, 2015 as part of the Company’s Current Report on form 8-K |
10.25 | Amendment to the Assignment and Licensed Rights Agreement between the Company and PearLoxx Limited dated March 9, 2015 | Filed with the SEC on April 11, 2015 as part of the Company’s Current Report on form 8-K |
(16) | Auditors Letters |
|
16.4 | Letter dated June 7, 2013 from Anton & Chia LLC | Filed with the SEC on June 10, 2013 as part of the Company’s Current Report on Form 8-K |
16.5 | Letter dated November 18, 2015 from Seale & Beers CPA's | Filed with the SEC on November 18, 2015 as part of the Company’s Current Report on Form 8-K |
(21) | Subsidiaries of the Registrant |
|
21.1 | PearTrack Systems Group, Ltd. Ecologic Car Rentals, Inc. Ecologic Products, Inc. |
|
(23) | Consents |
|
23.1 | Letter from Seale and Beers, CPA’s dated April 15, 2014 | Filed with the SEC on April 15, 2014 as part of the Company’s Annual Report on Form 10-K |
23.2 | Letter from Seale and Beers, CPA’s dated April 15, 2015 | Filed with the SEC on April 15, 2015 as part of the Company’s Annual Report on Form 10-K |
Filed herewith | ||
Filed herewith | ||
(31) | Section 302 Certifications |
|
Filed herewith | ||
Filed herewith | ||
(32) | Section 906 Certifications |
|
Filed herewith | ||
Filed herewith | ||
(101) | Interactive Data Files |
|
101.INS** | XBRL Instance Document |
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101.SCH** | XBRL Taxonomy Extension Schema Document |
|
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document |
|
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document |
|
101.LAB** | XBRL Taxonomy Extension Label Linkbase Document |
|
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
|
*
Filed herewith.
**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
31
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PEARTRACK SECURITY SYSTEMS, INC. |
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Dated: June 6, 2016 | /s/ Edward W. Withrow Jr. |
| Edward W. Withrow Jr. |
| President, Chief Executive Officer, and Executive Chairman |
|
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|
Dated: June 6, 2016 | /s/ Calli R. Bucci |
| Calli R. Bucci |
| Chief Financial Officer, Secretary |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| PEARTRACK SECURITY SYSTEMS, INC. |
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Dated: June 6, 2016 | /s/ Edward W. Withrow Jr. |
| Edward W. Withrow Jr. |
| President, Chief Executive Officer, and Executive Chairman |
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Dated: June 6, 2016 | /s/ Calli R. Bucci |
| Calli R. Bucci |
| Chief Financial Officer, Secretary |
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Dated: June 6, 2016 | /s/ John L. Ogden |
| John L. Ogden |
| Director |
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Dated: June 6, 2016 | /s/ William B. Nesbitt |
| William B. Nesbitt |
| Director |
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Dated: June 6, 2016 | /s/ Dr. Martin A. Blake |
| Dr. Martin A. Blake |
| Director |
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Dated: June 6, 2016 | /s/ John D. Macey |
| John D. Macey |
| Director |
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Dated: June 6, 2016 | /s/ Philip J. Woolas |
| Philip J. Woolas |
| Director |
32
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