x
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large accelerated Filer
|
o
|
Accelerated Filer
|
o
|
|
Non-accelerated Filer
|
o
|
Smaller Reporting Company
|
x
|
Index | |
Consolidated Balance Sheets | F-1 |
Consolidated Statements of Expenses | F-2 |
Consolidated Statements of Cash Flows | F-3 |
Consolidated Statement of Stockholders’ Equity (Deficit) | F-4 to F-5 |
Notes to the Consolidated Financial Statements | F-6 to F-22 |
September 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 742 | $ | 3,380 | ||||
Prepaid expenses and deposit
|
221,068 | 41,682 | ||||||
Total Current Assets
|
221,810 | 45,062 | ||||||
Property and equipment, net of accumulated depreciation of $50,000 and $50,000, respectively
|
31,002 | 6,200 | ||||||
Intangible asset
|
897,148 | 457,695 | ||||||
Deferred financing costs
|
2,693 | 4,964 | ||||||
Total Assets
|
$ | 1,152,653 | $ | 513,921 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 166,386 | $ | 90,679 | ||||
Accrued liabilities
|
277,110 | 20,606 | ||||||
Convertible note payable, net of unamortized discount of $10,402 and $23,100, respectively
|
70,887 | 93,596 | ||||||
Derivative liability
|
95,398 | 155,958 | ||||||
Due to related parties
|
423,577 | 79,635 | ||||||
Loan from related party
|
285,645 | – | ||||||
Loans payable
|
59,183 | 80,981 | ||||||
Total Current Liabilities
|
1,378,186 | 521,455 | ||||||
Convertible note payable, net of unamortized discount of $31,426 and $45,500, respectively
|
2,936 | 954 | ||||||
Loans payable
|
– | 130,000 | ||||||
Total Liabilities
|
1,381,122 | 652,409 | ||||||
Commitments and Contingency
|
||||||||
Stockholders’ Deficit
|
||||||||
Preferred Stock: 100,000,000 shares authorized, $0.00001 par value,
No shares issued and outstanding as of September 30, 2012 and December 31, 2011
|
– | – | ||||||
Common Stock: 8,000,000,000 shares authorized, $0.00001 par value,
3,243,896,955 and 328,898,953 shares issued and outstanding as of
September 30, 2012 and December 31, 2011, respectively
|
32,439 | 3,289 | ||||||
Additional Paid-in Capital
|
6,194,911 | 4,047,627 | ||||||
Deficit Accumulated During the Development Stage
|
(6,757,478 | ) | (4,340,564 | ) | ||||
Total Stockholders’ Deficit
|
(530,128 | ) | (289,648 | ) | ||||
Non-controlling Interest
|
301,659 | 151,160 | ||||||
Total Stockholders’ Deficit
|
(228,469 | ) | (138,488 | ) | ||||
Total Liabilities and Stockholders’ Deficit
|
$ | 1,152,653 | $ | 513,921 |
Period from
|
||||||||||||||||||||
February 27, 2007
|
||||||||||||||||||||
For the Three Months Ended
|
For the Nine Months Ended
|
(Inception)
|
||||||||||||||||||
September 30,
|
September 30,
|
to September 30,
|
||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
Expenses
|
||||||||||||||||||||
General and administrative
|
$ | 372,569 | $ | 223,073 | $ | 786,872 | $ | 727,226 | $ | 2,586,665 | ||||||||||
Depreciation and amortization expense
|
– | 8,942 | – | 18,402 | 504,918 | |||||||||||||||
Management fees
|
45,020 | 129,687 | 272,193 | 305,783 | 1,505,640 | |||||||||||||||
Total Operating Expenses
|
(417,589 | ) | (361,702 | ) | (1,059,065 | ) | (1,051,411 | ) | (4,597,223 | ) | ||||||||||
Other Income (Expense)
|
||||||||||||||||||||
Interest expense
|
(136,938 | ) | (135,748 | ) | (367,063 | ) | (323,152 | ) | (854,571 | ) | ||||||||||
Loss on derivative
|
(156,072 | ) | (7,381 | ) | (531,544 | ) | (78,210 | ) | (717,712 | ) | ||||||||||
Loss on extinguishment of debt
|
– | – | (18,387 | ) | – | (55,612 | ) | |||||||||||||
Loss on settlement of debt
|
– | – | – | (13,750 | ) | (13,750 | ) | |||||||||||||
Loss on contract cancellation
|
– | – | (450,000 | ) | – | (450,000 | ) | |||||||||||||
Foreign currency exchange gain (loss)
|
(530 | ) | 434 | (551 | ) | 431 | (1,657 | ) | ||||||||||||
Total Other Income (Expense)
|
(293,540 | ) | (142,695 | ) | (1,367,545 | ) | (414,681 | ) | (2,093,302 | ) | ||||||||||
Loss Before Discontinued Operations
|
(711,129 | ) | (504,397 | ) | (2,426,610 | ) | (1,466,092 | ) | (6,690,525 | ) | ||||||||||
Loss from Discontinued Operations
|
– | – | – | – | (87,310 | ) | ||||||||||||||
Net Loss
|
$ | (711,129 | ) | $ | (504,397 | ) | $ | (2,426,610 | ) | $ | (1,466,092 | ) | $ | (6,777,835 | ) | |||||
Net Loss attributable to non-controlling interest
|
1,318 | 2,857 | 9,696 | 6,198 | 20,357 | |||||||||||||||
Net Loss Attributable to Medical Care Technologies Inc.
|
$ | (709,811 | ) | $ | (501,540 | ) | $ | (2,416,914 | ) | $ | (1,459,894 | ) | $ | (6,757,478 | ) | |||||
Net Loss Per Common Share –
Basic and Diluted available to
Medical Care Technologies Inc.:
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||
Weighted Average Common Shares Outstanding –Basic and Diluted
|
2,513,008,000 | 229,920,000 | 1,418,963,000 | 192,895,000 |
Period from
February 27, 2007
|
||||||||||||
For the Nine Months Ended
|
(Date of Inception)
|
|||||||||||
September 30,
|
to September 30,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net loss
|
$ | (2,426,610 | ) | $ | (1,466,092 | ) | $ | (6,777,835 | ) | |||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Donated services and expenses
|
– | – | 10,500 | |||||||||
Depreciation and amortization
|
– | 18,402 | 504,918 | |||||||||
Stock-based compensation
|
755,487 | 731,121 | 3,074,570 | |||||||||
Accretion of discount on convertible debt
|
292,691 | 301,387 | 744,314 | |||||||||
Loss on derivative
|
531,544 | 78,210 | 717,712 | |||||||||
Loss on extinguishment of debt
|
18,387 | 13,750 | 55,612 | |||||||||
Loss on settlement of debt
|
– | – | 13,750 | |||||||||
Loss on contract cancellation
|
450,000 | – | 450,000 | |||||||||
Amortization of debt financing costs
|
40,630 | 8,523 | 53,916 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Prepaid expenses and deposit
|
15,927 | (13,498 | ) | (25,755 | ) | |||||||
Accounts payable
|
101,403 | 46,012 | 229,778 | |||||||||
Accrued liabilities
|
22,886 | 12,378 | 52,941 | |||||||||
Net Cash Used in Operating Activities
|
(197,655 | ) | (269,807 | ) | (895,579 | ) | ||||||
Cash Flows From Investing Activities:
|
||||||||||||
Purchase of property, plant and equipment
|
– | – | (6,200 | ) | ||||||||
Cash paid for purchase of clinic license
|
(153,808 | ) | (257,695 | ) | (611,503 | ) | ||||||
Net Cash Used in Investing Activities
|
(153,808 | ) | (257,695 | ) | (617,703 | ) | ||||||
Cash Flows From Financing Activities:
|
||||||||||||
Proceeds from sale of common stock for cash
|
– | – | 141,000 | |||||||||
Proceeds from loans payable
|
– | – | 221,189 | |||||||||
Proceeds from convertible note payable, net of debt financing costs
|
40,000 | 444,500 | 576,750 | |||||||||
Due to related party
|
148,630 | 11,794 | 253,069 | |||||||||
Contributions from non-controlling interest
|
160,195 | 97,515 | 322,016 | |||||||||
Cash Provided by Financing Activities
|
348,825 | 553,809 | 1,514,024 | |||||||||
(Decrease) Increase in Cash and Cash Equivalents
|
(2,638 | ) | 26,307 | 742 | ||||||||
Cash and Cash Equivalents – Beginning of Period
|
3,380 | 391 | – | |||||||||
Cash and Cash Equivalents – End of Period
|
$ | 742 | $ | 26,698 | $ | 742 | ||||||
Supplemental Disclosures:
|
||||||||||||
Interest paid
|
– | – | – | |||||||||
Income taxes paid
|
– | – | – | |||||||||
Non-Cash Disclosures:
|
||||||||||||
Account payable paid through issuance of stock and convertible notes
|
$ | 54,500 | $ | 54,500 | ||||||||
Deposit paid directly by related party
|
$ | 195,312 | $ | – | $ | 195,312 | ||||||
Acquisition of property and equipment in accounts payable
|
$ | 24,802 | $ | – | $ | 24,802 | ||||||
Debt discount
|
$ | 276,100 | $ | 78,901 | $ | 795,804 | ||||||
Cancellation of shares
|
$ | – | $ | – | $ | 573 | ||||||
Conversion of derivative liability
|
$ | 877,428 | $ | 391,816 | $ | 1,467,371 | ||||||
Settlement of debt – non-cash
|
$ | – | $ | 10,000 | $ | – | ||||||
Reclassification of related party debt to/from accounts payable
|
$ | – | $ | – | $ | 48,249 | ||||||
Shares issued for acquisition of assets
|
$ | – | $ | – | $ | 504,918 | ||||||
Shares issued upon conversion of convertible debt and accrued interest
|
$ | 294,160 | $ | – | $ | 755,881 | ||||||
Purchase of clinic license paid directly by related party
|
$ | 285,645 | $ | 306,933 | $ | 285,645 | ||||||
Issuance of convertible notes to settle loans payable
|
$ |
152,000
|
$ | – | $ |
152,000
|
Common Stock
|
Additional
Paid-in |
Deficit
Accumulated
During
Development |
Non–
Controlling |
|||||||||||||||||||||
Shares
|
Amount | Capital | Stage | Interest | Total | |||||||||||||||||||
Balance – February 27, 2007 (Inception)
|
– | $ | – | $ | – | $ | – | $ | – | $ | – | |||||||||||||
Issuance of common stock for cash at $0.00001
per share to the President of the Company
|
57,500,000 | 575 | 4,425 | – | – | 5,000 | ||||||||||||||||||
Issuance of common stock for cash at $0.0001
per share
|
41,400,000 | 414 | 35,586 | – | – | 36,000 | ||||||||||||||||||
Donated services
|
– | – | 5,000 | – | – | 5,000 | ||||||||||||||||||
Net loss for the period
|
– | – | – | (37,543 | ) | – | (37,543 | ) | ||||||||||||||||
Balance – December 31, 2007
|
98,900,000 | 989 | 45,011 | (37,543 | ) | – | 8,457 | |||||||||||||||||
Donated services
|
– | – | 5,500 | – | – | 5,500 | ||||||||||||||||||
Net loss for the year
|
– | – | – | (55,742 | ) | – | (55,742 | ) | ||||||||||||||||
Balance – December 31, 2008
|
98,900,000 | $ | 989 | $ | 50,511 | $ | (93,285 | ) | $ | – | $ | (41,785 | ) | |||||||||||
Cancellation of common stock
|
(57,500,000 | ) | (575 | ) | (14,425 | ) | – | – | (15,000 | ) | ||||||||||||||
Issuance of common stock for cash
|
57,500,000 | 575 | 14,425 | – | – | 15,000 | ||||||||||||||||||
Net loss for the year
|
– | – | – | (85,121 | ) | – | (85,121 | ) | ||||||||||||||||
Balance – December 31, 2009
|
98,900,000 | $ | 989 | $ | 50,511 | $ | (178,406 | ) | $ | – | $ | (126,906 | ) | |||||||||||
Cancellation of common stock
|
(57,300,000 | ) | (573 | ) | 573 | – | – | – | ||||||||||||||||
Issuance of common stock for acquisition of assets
|
58,695,000 | 587 | 504,331 | – | – | 504,918 | ||||||||||||||||||
Issuance of common stock for cash at $0.20
per share
|
500,000 | 5 | 99,995 | – | – | 100,000 | ||||||||||||||||||
Issuance of common stock for consulting services
|
16,635,000 | 166 | 514,921 | – | – | 515,087 | ||||||||||||||||||
Issuance of common stock for management
services
|
38,000,000 | 380 | 835,620 | – | – | 836,000 | ||||||||||||||||||
Issuance of common stock for director fees
|
500,000 | 5 | 10,995 | – | – | 11,000 | ||||||||||||||||||
Issuance of common stock for investor relations
services
|
3,826,087 | 38 | 87,962 | – | – | 88,000 | ||||||||||||||||||
Issuance of common stock for advisory services
|
1,250,000 | 13 | 28,737 | – | – | 28,750 | ||||||||||||||||||
Stock-based compensation
|
– | – | 3,012 | – | – | 3,012 | ||||||||||||||||||
Issuance of stock options
|
– | – | 48 | – | – | 48 | ||||||||||||||||||
Net loss for the year
|
– | – | – | (2,189,271 | ) | – | (2,189,271 | ) | ||||||||||||||||
Balance – December 31, 2010
|
161,006,087 | $ | 1,610 | $ | 2,136,705 | $ | (2,367,677 | ) | $ | – | $ | (229,362 | ) |
Common Stock
|
Additional
Paid-in |
Deficit
Accumulated
During |
Non–
Controlling |
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Interest
|
Total
|
|||||||||||||||||||
Balance – December 31, 2010
|
161,006,087 | $ | 1,610 | $ | 2,136,705 | $ | (2,367,677 | ) | $ | – | $ | (229,362 | ) | |||||||||||
Issuance of common stock for consulting and advisory services
|
45,000,000 | 450 | 411,490 | – | – | 411,940 | ||||||||||||||||||
Issuance of common stock upon conversion ofconvertible debt
|
99,929,606 | 999 | 460,722 | – | – | 461,721 | ||||||||||||||||||
Issuance of common stock for promissory note
|
1,250,000 | 12 | 23,738 | – | – | 23,750 | ||||||||||||||||||
Issuance of common stock for management services
|
11,500,000 | 115 | 165,985 | – | – | 166,100 | ||||||||||||||||||
Issuance of common stock for administrative services
|
5,125,000 | 52 | 65,216 | – | – | 65,268 | ||||||||||||||||||
Issuance of common stock for investor relations
services
|
5,088,260 | 51 | 82,449 | – | – | 82,500 | ||||||||||||||||||
Conversion feature on convertible debt
|
– | – | 589,943 | – | – | 589,943 | ||||||||||||||||||
Stock-based compensation
|
– | – | 111,379 | – | – | 111,379 | ||||||||||||||||||
Net loss for the year
|
– | – | – | (1,972,887 | ) | (10,661 | ) | (1,983,548 | ) | |||||||||||||||
Contribution from non-controlling interest
|
– | – | – | – | 161,821 | 161,821 | ||||||||||||||||||
Balance – December 31, 2011
|
328,898,953 | $ | 3,289 | $ | 4,047,627 | $ | (4,340,564 | ) | $ | 151,160 | $ | (138,488 | ) | |||||||||||
Issuance of common stock for cash
|
42,857,142 | 429 | 14,571 | – | – | 15,000 | ||||||||||||||||||
Issuance of common stock for consulting and advisory services
|
668,018,606 | 6,680 | 445,547 | – | – | 452,227 | ||||||||||||||||||
Issuance of common stock for management services
|
200,000,000 | 2,000 | 158,000 | – | – | 160,000 | ||||||||||||||||||
Issuance of common stock for administrative services
|
150,000,000 | 1,500 | 102,000 | – | – | 103,500 | ||||||||||||||||||
Issuance of common stock for engineering services
|
65,000,000 | 650 | 39,975 | – | – | 40,625 | ||||||||||||||||||
Issuance of common stock upon conversion of convertible debt
|
1,306,655,588 | 13,067 | 281,093 | – | – | 294,160 | ||||||||||||||||||
Issuance of common stock for financing fees
|
38,022,222 | 380 | 33,979 | – | – | 34,359 | ||||||||||||||||||
Issuance of common stock for commitment fees
|
444,444,444 | 4,444 | 195,556 | – | – | 200,000 | ||||||||||||||||||
Conversion feature on convertible debt
|
– | – | 877,428 | – | – | 877,428 | ||||||||||||||||||
Stock-based compensation
|
– | – | (865 | ) | – | – | (865 | ) | ||||||||||||||||
Net loss for the period
|
– | – | – | (2,416,914 | ) | (9,696 | ) | (2,426,610 | ) | |||||||||||||||
Contribution from non-controlling interest
|
– | – | – | – | 160,195 | 160,195 | ||||||||||||||||||
Balance – September 30, 2012
|
3,243,896,955 | $ | 32,439 | $ | 6,194,911 | $ | (6,757,478 | ) | $ | 301,659 | $ | (228,469 | ) |
1.
|
Nature of Operations and Continuance of Business
|
2.
|
Property and Equipment
|
Cost
$
|
Accumulated
Depreciation
$
|
September 30,
2012
Net Carrying
Value
$
|
December 31,
2011
Net Carrying
Value
$
|
|||||||||||||
Computer hardware
|
30,000 | 30,000 | – | – | ||||||||||||
Equipment
|
20,000 | 20,000 | – | – | ||||||||||||
Leasehold improvements
|
31,002 | – | 31,002 | 6,200 | ||||||||||||
81,002 | 50,000 | 31,002 | 6,200 |
3.
|
Related Party Transactions
|
a)
|
On April 23, 2012, the Company entered into a CEO Agreement with the Chief Executive Officer (the “CEO”) of the Company, which has an initial term of 1 year commencing December 1, 2011. Pursuant to the agreement, the Company agreed to pay the CEO an annual compensation of $120,000 commencing February 1, 2012 and issued 120,000,000 restricted shares of common stock to the CEO with a fair value of $96,000.
|
b)
|
On February 1, 2011, the Company entered into an Executive Officer Employment Agreement with its President (former Chief Operating Officer). Pursuant to the agreement, the Company agreed to pay a base compensation to be determined at such time when the Company secures a major financing in excess of $1,000,000. The Company issued 2,000,000 restricted shares of common stock for the first year of service at a fair value of $28,000. The Company will determine the stock based compensation for subsequent years 30 days prior to the anniversary date of the agreement. The term of the agreement is 36 months and the agreement is automatically renewable for successive one year. On August 1, 2011, the Company amended the Executive Officer Employment Agreement. Pursuant to the amendment, the Company issued 8,000,000 shares of common stock at a fair value of $113,600. On April 23, 2012, the Company further amended the Executive Officer Employment Agreement. Pursuant to the 2nd amendment, the Company agreed to pay an annual salary of $60,000 and issued an additional 80,000,000 restricted shares of common stock with a fair value of $64,000.
|
c)
|
On December 30, 2010, the Company issued an aggregate of 250,000 stock options to four directors of the Company with an exercise price of $0.25 per share. The 250,000 stock options are exercisable until December 30, 2015. 99,998 stock options vested on June 28, 2011, 75,001 stock options vested on December 28, 2011, and 75,001 stock options vested on June 28, 2012. The fair value for these stock options were estimated at the date of grant using the Black-Scholes option-pricing model assuming a weighted average expected life of 10 years, a risk-free rate of 3.38%, an expected volatility of 251%, and a 0% dividend yield. The weighted fair value of stock options was $0.011 per share. During the nine months ended September 30, 2012, the Company recorded stock-based compensation of $272 as management fees.
|
d)
|
On June 12, 2012, the Company entered into a loan agreement (the “Loan Agreement”) with Ocean Wise International Industrial Limited, a Hong Kong corporation (“Ocean Wise”), pursuant to which the Company received a loan of $285,645 from Ocean Wise to be used for the Company’s joint venture costs for its Shenzhen Phase 1 and 2 licenses. The loan accrues interest at 12% per annum and matures on December 12, 2012. In the event of default, all principal and accrued interest will become immediately due and payable and the Company will be required to pay Ocean Wise an initial penalty equal to 40% of the Company’s joint venture share in Reachout Holdings Limited (“Reachout”), which penalty will increase an additional 5% for every 5 days such default continues. Ocean Wise and the Company currently own 35% and 65%, respectively, in Reachout, a Hong Kong corporation. At September 30, 2012, accrued interest of $10,283 is included in due to related parties.
|
e)
|
In May 2012, Ocean Wise made a deposit of $195,312 on behalf of Reachout to the government of China for the license to operate healthcare center in Shenzhen, China. The deposit will be returned to Ocean Wise in November 2012. The related liability to Ocean Wise is included in due to related parties.
|
4.
|
Loans payable
|
Balance at December 31, 2011
|
$ | 210,981 | ||
Settlement of loan payable through issuance of convertible notes
|
(152,000 | ) | ||
Foreign exchange translation
|
202 | |||
Balance at September 30, 2012
|
$ | 59,183 |
5.
|
Convertible Notes Payable
|
a)
|
On June 1, 2011, the Company entered into a Securities Purchase Agreement with Asher for the sale of a Convertible Promissory Note (the “Note”) in the principal amount of $32,500. The Company received net proceeds from the issuance of the Note in the amount of $30,000 and incurred debt financing costs of $2,500, which was amortized over the term of the Note. The Note, which is due on March 6, 2012, bears interest at the rate of 8% per annum. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid. All principal and accrued interest on the Note is convertible into shares of the Company’s common stock at the election of Asher at any time after 180 days from June 1, 2011 at a conversion price equal to a 39.9% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to conversion. The derivative treatment would not become applicable until the Note becomes convertible on November 28, 2011.
|
b)
|
On June 1, 2011, the Company entered into a Convertible Promissory Note agreement for $55,000. Pursuant to the agreement, the loan is convertible into shares of common stock at a variable conversion price equal to the lower of 70% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on May 31, 2012.
|
c)
|
On July 20, 2011, the Company entered into a Securities Purchase Agreement with Asher for the sale of a Convertible Promissory Note (the “Note”) in the principal amount of $32,500. The Company received net proceeds from the issuance of the Note in the amount of $30,000 and incurred debt financing costs of $2,500, which was amortized over the term of the Note. The Note, which is due on April 23, 2012, bears interest at the rate of 8% per annum. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid. All principal and accrued interest on the Note is convertible into shares of the Company’s common stock at the election of Asher at any time after 180 days from July 20, 2011 at a conversion price equal to a 39.9% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to conversion. The derivative treatment would not become applicable until the Note becomes convertible on January 16, 2012.
|
d)
|
On September 9, 2011, the Company entered into a Securities Purchase Agreement with Asher for the sale of a Convertible Promissory Note (the “Note”) in the principal amount of $45,000. The Company received net proceeds from the issuance of the Note in the amount of $42,500 and incurred debt financing costs of $2,500, which will be amortized over the term of the Note. The Note, which is due on June 12, 2012, bears interest at the rate of 8% per annum. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid. All principal and accrued interest on the Note is convertible into shares of the Company’s common stock at the election of Asher at any time after 180 days from September 9, 2011 at a conversion price equal to a 45% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to conversion. The derivative treatment would not become applicable until the Note becomes convertible on March 7, 2012.
|
e)
|
On November 17, 2011, the Company entered into Convertible Promissory Note agreement for $25,000. Pursuant to the agreement, the loan is convertible into shares of common stock at a variable conversion price equal to 70% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on November 17, 2012.
|
f)
|
On March 6, 2012, the Company entered into Convertible Promissory Note agreement for $10,000. Pursuant to the agreement, the loan is convertible into shares of common stock at a variable conversion price equal to 80% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. The loan bears interest at 10% per year and the principal amount and any interest thereon are due on March 5, 2013.
|
g)
|
On March 8, 2012, the Company entered into Convertible Promissory Note agreement for $5,000. Pursuant to the agreement, the loan is convertible into shares of common stock at a variable conversion price equal to 80% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. The loan bears interest at 6% per year and the principal amount and any interest thereon are due on March 7, 2013.
|
h)
|
On May 29, 2012, the Company entered into Convertible Promissory Note agreement for $65,000 in connection with a debt purchase agreement of an existing loan payable for the same amount. Pursuant to the agreement, the loan is convertible into shares of common stock at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. The loan bears interest at 10% per year and the principal amount and any interest thereon are due on November 29, 2014.
|
i)
|
On May 29, 2012, the Company entered into Convertible Promissory Note agreement for $65,000 in connection with a debt purchase agreement of an existing loan payable for the same amount. Pursuant to the agreement, the loan is convertible into shares of common stock at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. The loan bears interest at 10% per year and the principal amount and any interest thereon are due on November 29, 2014.
|
j)
|
On July 19, 2012, the Company entered into a Convertible Promissory Note agreement in the principal amount of $29,500 (the “Note”) and incurred debt financing costs of $2,000, which will be amortized over the term of the Note. The Note, which is due on January 13, 2013, bears interest at the rate of 10% per annum. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 12% per annum from the due date thereof until the same is paid. All principal and accrued interest on the Note is convertible into shares of the Company’s common stock at any time after 180 days from July 19, 2012 at a conversion price equal to 35% of the average of the 3 lowest trading prices of the common stock during the 90 trading day period prior to conversion. The derivative treatment would not become applicable until the Note becomes convertible on January 15, 2013.
|
k)
|
On August 13, 2012, the Company entered into a Convertible Promissory Note agreement in the principal amount of $35,000 (the “Note”) and incurred debt financing costs of $2,000, which will be amortized over the term of the Note. The Note, which is due on February 13, 2013, bears interest at the rate of 10% per annum. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of 12% per annum from the due date thereof until the same is paid. All principal and accrued interest on the Note is convertible into shares of the Company’s common stock at any time after 180 days from August 13, 2012 at a conversion price equal to 35% of the average of the 3 lowest trading prices of the common stock during the 30 trading day period prior to conversion. The derivative treatment would not become applicable until the Note becomes convertible on February 9, 2013.
|
l)
|
On September 26, 2012, the Company entered into a Convertible Promissory Note agreement in the principal amount of $28,600 (the “Note”) pursuant to an amendment of an existing loan payable amounting to $22,000. Pursuant to the agreement, the loan is convertible into shares of common stock at a variable conversion price equal to 50% of the average of the lowest 5 intraday prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 10% per year and the principal amount and any interest thereon are due on September 26, 2013. From and after the 10th day after an event of default, the interest rate to any unpaid amounts owed shall be increased to 18% per annum.
|
6.
|
Common and Preferred Stock
|
a)
|
On July 26, 2012, the Company issued 42,857,142 shares of common stock at $0.00035 per share for proceeds of $15,000. The Company also granted an option to purchase an additional 42,857,142 shares of common stock with an exercise price of $0.00035 per share to the investor. The option expires on November 23, 2012.
|
b)
|
The Company issued 470,000,000 shares of common stock at a fair value of $244,000 for consulting services.
|
c)
|
The Company issued 95,000,000 shares of common stock at a fair value of $54,000 for administrative services.
|
d)
|
The Company issued 32,500,000 shares of common stock at a fair value of $14,625 for engineering services.
|
e)
|
The Company issued 768,253,968 shares of common stock upon the conversions of various convertible notes as described in Note 5.
|
f)
|
The Company issued 168,018,606 shares of common stock at a fair value of $167,227 for consulting services.
|
g)
|
The Company issued 200,000,000 shares of common stock at a fair value of $160,000 for management services.
|
h)
|
The Company issued 55,000,000 shares of common stock at a fair value of $49,500 for administrative services.
|
i)
|
The Company issued 32,500,000 shares of common stock at a fair value of $26,000 for engineering services.
|
j)
|
The Company issued 364,247,689 shares of common stock upon the conversions of various convertible notes as described in Note 5.
|
k)
|
The Company issued 4,688,889 shares of common stock at a fair value of $4,359 pursuant to the finder’ fees agreement as described in Note 11(f).
|
l)
|
The Company issued 444,444,444 shares of common stock at a fair value of $200,000 for commitment fees.
|
m)
|
In November 2011, the Company granted 90,000,000 shares of common stock pursuant to a consulting agreement. The award vests over the 9-month term of the agreement. For the three months ended March 31, 2012, the Company recognized stock-based compensation of $41,000 which is equivalent to the fair value of the 30,000,000 shares that vested during the period. Refer to Note 11(e).
|
n)
|
The Company issued 174,153,931 shares of common stock upon the conversions of various convertible notes as described in Note 5.
|
o)
|
The Company issued 33,333,333 restricted shares of common stock at a fair value of $30,000 for structuring and due diligence fee pursuant to the term sheet as described in Note 11(n).
|
7.
|
Stock Options
|
Number of
Options
#
|
Weighted
Average
Exercise
Price
$
|
Weighted
Average
Remaining
Contractual
Life (years)
#
|
Aggregate
Intrinsic
Value
$
|
|||||||||||||
Outstanding, December 31, 2010
|
1,350,000 | 0.25 | ||||||||||||||
Granted
|
350,000 | 0.25 | ||||||||||||||
Outstanding, December 31, 2011
|
1,700,000 | 0.25 | ||||||||||||||
Granted
|
42,857,142 | 0.00035 | ||||||||||||||
Outstanding, September 30, 2012
|
44,557,142 | 0.00987 | 0.27 | 6,429 | ||||||||||||
Exercisable, September 30, 2012
|
44,557,142 | 0.00987 | 0.27 | 6,429 |
Non-vested options
|
Number of
Options
#
|
Weighted Average
Grant Date
Fair Value
$
|
||||||
Non-vested at December 31, 2010
|
1,350,000 | 0.011 | ||||||
Granted
|
350,000 | 0.018 | ||||||
Vested
|
(1,066,665 | ) | 0.015 | |||||
Non-vested at December 31, 2011
|
633,335 | 0.008 | ||||||
Granted
|
42,857,142 | – | ||||||
Vested
|
(43,490,477 | ) | – | |||||
Non-vested at September 30, 2012
|
– | – |
8.
|
Share Purchase Warrants
|
Number of
Warrants
#
|
Exercise Price
$
|
|||||||
Balance, December 31, 2010 and 2011
|
500,000 | 0.15 | ||||||
Expired
|
(500,000 | ) | 0.15 | |||||
Balance, September 30, 2012
|
– | – |
9.
|
Derivative Instruments
|
Balance at December 31, 2011
|
$ | 155,958 | ||
Addition of new derivative liability
|
285,324 | |||
Settlement of derivative liability through conversion of debt
|
(877,428 | ) | ||
Derivative loss included in other income (expense)
|
531,544 | |||
Balance at September 30, 2012
|
$ | 95,398 |
10.
|
Financial Instruments and Fair Value Measurements
|
Fair Value Measurements Using
|
||||||||||||||||||||
Quoted Price in Active Markets for Identical Instruments (Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Balance as of September 30,
2012
|
Balance as of December 31, 2011
|
||||||||||||||||
Liabilities:
|
||||||||||||||||||||
Derivative Liabilities
|
$ | – | $ | – | $ | 95,398 | $ | 95,398 | $ | 155,958 | ||||||||||
Total liabilities measured at fair value
|
$ | – | $ | – | $ | 95,398 | $ | 95,398 | $ | 155,958 |
11.
|
Commitments
|
a)
|
On May 10, 2011, the Company entered into a management advisory services agreement with a consultant for an initial period of one year. In consideration for such services, the Company is required to make payments of $25,000 per quarter as well as any out-of-pocket expenses. In the event that the Company is unable to make such payments, they are given the option to issue shares for such services totalling 7,500,000. On June 29, 2011, the Company issued 3,750,000 shares of common stock at a fair value of $63,750, registered under the June 2, 2011 S-8 Registration Statement. On August 15, 2011, the Company issued 1,250,000 shares of common stock at a fair value of $17,250, registered under the June 2, 2011 S-8 Registration Statement.
|
b)
|
On May 18, 2011, ReachOut entered into two office lease agreements, which commenced on May 22, 2011 until May 21, 2017. The minimum rent from May 22, 2011 to May 21, 2013 is $5,550 (RMB35,060) per month, the minimum rent from May 22, 2013 to May 21, 2014 is $5,889 (RMB37,200) per month, the minimum rent from May 22, 2014 to May 21, 2015 is $6,079 (RMB38,400), the minimum rent from May 22, 2015 to May 21, 2016 is $6,269 (RMB39,600) and the minimum rent from May 22, 2016 to May 21, 2017 is $6,554 (RMB41,400). On May 1, 2012, the Company and the lessor agreed to cease the rent payment until the opening of the health center.
|
c)
|
On September 1, 2011, the Company entered into a medical director services agreement for a period of 2 years. Pursuant to the agreement, the Company agreed to issue 2,000,000 shares of common stock as follows: 1,000,000 shares within 10 days of the execution of the agreement; and 1,000,000 shares on September 1, 2012. On September 19, 2011, the Company issued 1,000,000 restricted shares of common stock at a fair value of $10,000. During the quarter ended September 30, 2012, the medical director agreed to waive the 1,000,000 shares issuable on September 1, 2012.
|
d)
|
On October 15, 2011, ReachOut entered into an interior design contract with G-Design Consultant Inc. and Art Team Limited (“G-Design”). Pursuant to the agreement, ReachOut agreed to pay a total sum not to exceed $31,002. The amount is payable as follows: $6,200 to be paid when the preliminary design phase and presentation have been accomplished; $13,951 to be paid on completion and acceptance of the final design concept; $10,851 to be paid when all completed design or construction drawings have been approved by Chinese government officials and departments and is ready to be used for construction. The Company paid $6,200 to G-Design on November 14, 2011. During the nine months ended September 30, 2012, the Company accrued $13,951 upon the completion and acceptance of the final design concept and $10,851 upon the approval by the Chinese government on the completed design and construction drawings.
|
e)
|
On November 11, 2011, the Company entered into a business advisory and consulting agreement with a consultant for a term of nine months. In consideration for such services, the Company agreed to issue 10,000,000 shares of common stock of the Company each month, for a total of 90,000,000 shares of common stock, which will be registered under a Form S-8 Registration. Pursuant to the agreement, during the period ended December 31, 2011 and September 30, 2012, the Company recognized $49,000 and $41,000, respectively, of expense related to this agreement. On March 31, 2012, the agreement was terminated. Refer to Note 6(m).
|
f)
|
On November 29, 2011, the Company entered into a finder’s fee agreement with Vince Trapasso (“Trapasso”) whereby the Company agreed to pay finder’s fee in cash equal to 5% and in restricted common shares equal to 5% of the total dollar amount of the financing provided by those persons or entities who were introduced by Trapasso. The initial term of the agreement is one year and the agreement will automatically be renewed at the expiration of the first year of service and at each anniversary of the agreement. After the first anniversary, the agreement can be terminated by either party with 10 days notice. During the year ended December 31, 2011, the Company paid $2,750 to Trapasso. During the nine months ended September 30, 2012, the Company issued 4,688,889 restricted shares of common stock to Trapasso. Refer to Note 6(k).
|
g)
|
On March 8, 2012, the Company entered into a business consulting services agreement with a consultant whereby the Company agreed to issue 65,000,000 shares of common stock, which will be registered under a Form S-8 Registration agreement. The term of this agreement shall commence on the date common stock share compensation is delivered to the consultant and shall continue for a period of 120 days thereafter. On July 17, 2012, the Company has not issued any shares to the consultant and has entered into another agreement in replacement of the March 8, 2012 agreement. Refer to Note 11(w).
|
h)
|
On April 1, 2012, the Company entered into a business advisory and consulting agreement with a consultant for a term of nine months. In consideration for such services, the Company agreed to issue 90,000,000 shares of common stock of the Company, which will be registered under a Form S-8 Registration. The 90,000,000 shares will be issued in tranches throughout the term of the agreement as follows: i) 30,000,000 shares upon execution of the agreement or upon effective filing of the Form S-8; ii) 30,000,000 shares on or before August 1, 2012 and; iii) 30,000,000 shares on or before November 1, 2012. As of September 24, 2012, the Company has fully issued the 90,000,000 shares of common stock at a total fair value of $60,000.
|
i)
|
On April 1, 2012, the Company entered into an administrative services agreement for a term of one year. In consideration for such services, the Company agreed to issue 60,000,000 shares of common stock of the Company, which will be registered under a Form S-8 Registration. The 60,000,000 shares will be issued pro rata on a monthly basis with the pro rata shares being due at the end of each month. As of September 24, 2012, the Company has fully issued the 60,000,000 shares of common stock at a total fair value of $46,000.
|
j)
|
On April 9, 2012, the Company entered into a business development services agreement for a period of one year for general consulting services in connection with acquiring medical centre licenses and/or operational centres in China. Pursuant to the agreement, the Company agreed to issue 31,885,300 shares of common stock for the introduction of three opportunities for the Company to acquire ownership within a medical center joint venture in China. The 31,885,300 shares are issuable as follows: i) 17,918,606 shares upon execution of the agreement; ii) 3,981,913 shares after the signing of the first letter of intent to enter into a joint venture to develop a medical center; iii) 3,981,913 shares when the Company signs a contract for the first joint venture medical center in China; iv) 2,986,434 shares when the Company signs a contract for the second joint venture medical center in China; iv) 2,986,434 shares when the Company signs a contract for the third joint venture medical center in China. During the nine months ended September 30, 2012, the Company issued 17,918,606 shares at a fair value of $16,127.
|
k)
|
On April 23, 2012, the Company entered into a consulting agreement for legal services pursuant to which the Company issued 10,000,000 shares of common stock with a fair value of $8,000. The Company will register the shares on an S-8 registration statement.
|
l)
|
On May 1, 2012, the Company entered into an administrative and support services agreement for a term of one year. In consideration for such services, the Company agreed to issue 60,000,000 shares of common stock of the Company, which will be registered under a Form S-8 Registration. The 60,000,000 shares will be issued pro rata on a monthly basis with the pro rata shares being due at the end of each month. As of September 24, 2012, the Company has fully issued the 60,000,000 shares of common stock at a total fair value of $36,500.
|
m)
|
On May 1, 2012, the Company entered into an engineering services agreement for a term of four months. In consideration for such services, the Company agreed to pay the consultant at a rate of $16,250 for each month for which services are provided. The Company will also issue 65,000,000 shares of common stock of the Company, which will be registered under a Form S-8 Registration. As of September 24, 2012, the Company has fully issued the 65,000,000 shares of common stock at a total fair value of $40,625.
|
n)
|
On May 2, 2012, the Company finalized, executed and delivered a Reserve Equity Financing Agreement (the “Financing Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with AGS Capital Group, LLC ("AGS").
|
o)
|
On May 8, 2012, the Company entering into a business consulting services agreement with a consultant whereby the Company agreed to issue 77,000,000 shares of common stock, which will be registered under a Form S-8 Registration agreement. The term of this agreement shall commence on the date common stock share compensation is delivered to the consultant and shall continue for a period of 120 days thereafter. On August 27, 2012, the Company issued 77,000,000 shares of common stock at a fair value of $38,500.
|
p)
|
On May 16, 2012, the Company entered into a China logistics consulting agreement for a term of ten months. In consideration for such services, the Company issued 55,000,000 restricted shares of common stock at a fair value of $66,000.
|
q)
|
On May 17, 2012, the Company entered into a communications consulting agreement for a term of three months. In consideration for such services, the Company issued 100,000 restricted shares of common stock at a fair value of $100.
|
r)
|
On May 18, 2012, the Company entered into an administrative services agreement for a term of one year. In consideration for such services, the Company agreed to issue 60,00,000 restricted shares of common stock, payable as follows: i) 30,000,000 shares upon execution of the agreement and; ii) 30,000,000 shares on or before November 18, 2012. On May 18, 2012, the Company issued 30,000,000 restricted shares of common stock at a fair value of $21,000.
|
s)
|
On June 1, 2012, the Company entered into an advisory agreement for a term of six months. In consideration for such services, the Company agreed to issue 80,000,000 restricted shares of common stock of the Company, payable as follows: i) 30,000,000 shares upon execution of the agreement and; ii) 50,000,000 shares on or before September 15, 2012. On June 1, 2012, the Company issued 30,000,000 restricted shares of common stock at a fair value of $24,000. On September 15, 2012, the Company recognized $20,000 of expense for the 50,000,000 shares that vested.
|
t)
|
On June 1, 2012, the Company entered into a consulting agreement for a term of seven months. In consideration for such services, the Company issued 5,000,000 restricted shares of common stock of the Company at a fair value of $4,000.
|
u)
|
On June 1, 2012, the Company entered into a chief technology officer agreement for a term of six months. In consideration for such services, the Company issued 5,000,000 restricted shares of common stock of the Company at a fair value of $4,000.
|
v)
|
On June 15, 2012, the Company entered into a medical director agreement for a term of six months. In consideration for such services, the Company agreed to issue 30,000,000 restricted shares of common stock, payable as follows: i) 15,000,000 shares upon execution of the agreement; and ii) 15,000,000 shares on August 15, 2012. On June 15, 2012, the Company issued 15,000,000 shares of common stock at a fair value of $15,000. On August 20, 2012, the Company issued 15,000,000 shares of common stock at a fair value of $7,500.
|
w)
|
On July 17, 2012, the Company entered into a business consulting services agreement with a consultant whereby the Company issued 70,000,000 restricted shares of common stock. The term of this agreement shall commence on the date common stock share compensation is delivered to the consultant and shall continue for a period of 120 days thereafter. This agreement is for replacement of the agreement as described in Note 11(g). On July 18, 2012, the Company issued 70,000,000 shares of common stock at a fair value of $49,000.
|
x)
|
On July 31, 2012, the Company entered into a marketing consulting agreement for a term of four months. In consideration for such services, the Company agreed to issue 198,000,000 shares of common stock upon the execution of the agreement. Pursuant to the agreement, the Company recognized $99,000 of expense for the 198,000,000 shares of common stock upon the execution of the agreement.
|
12.
|
Subsequent Events
|
a)
|
On October 8, 2012, the Company entered into an Executive Officer Employment Agreement and appointed a new Chief Operating Officer (the “COO”). Pursuant to the agreement, on October 9, 2012, the Company issued 80,000,000 shares of common stock to the COO. The agreement is for 6 months, renewal upon mutual agreement.
|
b)
|
Subsequent to September 30, 2012, the Company issued 160,000,000 shares of common stock upon the conversion of $12,800 of convertible note as described in Note 5(h).
|
|
Nine Months Ended
September 30,
|
|||||||
|
2012
|
2011
|
||||||
Net cash used in operating activities
|
|
$
|
(197,655
|
)
|
$
|
(269,807
|
)
|
|
Net cash used in investing activities
|
|
(153,808
|
) |
(257,695
|
) | |||
Cash provided by financing activities
|
|
348,825
|
|
553,809
|
a)
|
On July 17, 2012, the Company entered into a business consulting services agreement with a consultant whereby the Company agreed to issue 70,000,000 restricted shares of common stock. The term of this agreement shall commence on the date common stock share compensation is delivered to the consultant and shall continue for a period of 120 days thereafter. On July 18, 2012, the Company issued 70,000,000 restricted shares of common stock.
|
b)
|
On July 17, 2012, the Company accepted stock subscriptions for 42,857,142 shares at $0.00035 per share for proceeds of $15,000. On July 26, 2012, the Company issued the 42,857,142 shares. The Company also issued an option to purchase an additional 42,857,142 shares with an exercise price of $0.00035 per share to the investor. The option expires on November 23, 2012.
|
c)
|
On June 1, 2012, the Company entered into a services agreement for a term of seven months with a consultant whereby the Company agreed to issue 5,000,000 restricted shares of common stock. On July 18, 2012, the Company issued 5,000,000 restricted shares of common stock.
|
d)
|
On June 15, 2012, the Company entered into a medical director agreement for a term of six months. In consideration for such services, the Company agreed to issue 30,000,000 restricted shares of common stock, payable as follows: i) 15,000,000 shares upon execution of the agreement; and ii) 15,000,000 shares on August 15, 2012. On June 15, 2012, the Company issued 15,000,000 restricted shares of common stock and on August 20, 2012, the Company issued the remaining 15,000,000 restricted shares of common stock.
|
e)
|
Pursuant to a May 8, 2012 business consulting services agreement and on August 27, 2012, the Company issued 77,000,000 restricted shares of common stock to the consultant.
|
f)
|
On May 29, 2012, the Company secured a $130,000 loan payable with two Convertible Promissory Notes for $65,000 each. Pursuant to the convertible note agreements, the loans are convertible into shares of common stock at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. The notes bear interest at 10% per year and the principal amount and any interest thereon are due on November 29, 2014. During the quarter ended September 30, 2012, the Company issued 580,000,000 shares of common stock upon the conversion of the principal amounts of $71,050.
|
a)
|
On October 8, 2012, the Company entered into an Executive Officer Employment Agreement and appointed a new Chief Operating Officer. Pursuant to the agreement, on October 9, 2012, the Company issued 80,000,000 shares of restricted common stock.
|
b)
|
On October 25, 2012, the Company issued 160,000,000 shares of common stock upon the conversion of $12,800 of one of the May 29, 2012 convertible notes.
|
Exhibit No.
|
Document Description
|
|
31.1
|
Certification of Principal Executive Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
|
|
31.2
|
Certification of Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
|
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).
|
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).
|
MEDICAL CARE TECHNOLOGIES INC.
|
|||
Dated: November 19, 2012
|
BY:
|
/s/ Ning C. Wu
|
|
Ning C. Wu
|
|||
Chief Executive Officer and Director
(Principal Executive Officer)
|
Dated: November 19, 2012
|
BY:
|
/s/ Hui Liu
|
|
Hui Liu
|
|||
Treasurer and Director
(Principal Financial Officer, Principal Accounting Officer)
|
/s/ Ning C. Wu
|
|
Name: Ning C.Wu
|
|
Title: Chief Executive Officer
|
|
(Principal Executive Officer)
|
/s/ Hui Liu
|
|
Name: Hiu Liu
|
|
Title: Treasurer
|
|
(Principal Financial and Accounting Officer )
|
/s/ Ning C. Wu
|
|
Name: Ning C. Wu
|
|
Title: Chief Executive Officer
|
|
(Principal Executive Officer)
|
/s/ Hui Liu
|
|
Name: Hui Liu
|
|
Title: Treasurer
|
|
(Principal Financial and Accounting Officer)
|
Stock Option (Details 1) (USD $)
|
9 Months Ended | 12 Months Ended | |
---|---|---|---|
Sep. 30, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Non-vested options | |||
Beginning Balance, Number of Options | 633,335 | 1,350,000 | |
Granted, Number of Options | 350,000 | 1,350,000 | |
Vested, Number of Options | (43,490,477) | (1,066,665) | |
Ending Balance, Number of Options | 633,335 | 1,350,000 | |
Beginning Balance, Weighted Average Grant Date Fair Value | $ 0.008 | $ 0.011 | |
Granted, Weighted Average Grant Date Fair Value | $ 0.018 | ||
Vested, Weighted Average Grant Date Fair Value | $ 0.015 | ||
Ending Balance, Weighted Average Grant Date Fair Value | $ 0.008 | $ 0.011 |
Convertible Notes Payable (Details 1) (USD $)
|
1 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Nov. 30, 2011
|
Dec. 12, 2011
|
Nov. 28, 2011
|
Jul. 31, 2011
Convertible Promissory Note Agreement Three [Member]
|
Sep. 30, 2012
Convertible Promissory Note Agreement Three [Member]
|
Jul. 20, 2011
Convertible Promissory Note Agreement Three [Member]
|
Jan. 31, 2012
Convertible Promissory Note Agreement Three [Member]
Modified Convertible Notes [Member]
|
Jan. 16, 2012
Convertible Promissory Note Agreement Three [Member]
Modified Convertible Notes [Member]
|
Sep. 30, 2012
Convertible Promissory Note Agreement Three [Member]
Minimum [Member]
|
Sep. 30, 2012
Convertible Promissory Note Agreement Three [Member]
Maximum [Member]
|
Sep. 30, 2011
Convertible Promissory Note Agreement Four [Member]
|
Sep. 30, 2012
Convertible Promissory Note Agreement Four [Member]
|
Sep. 09, 2011
Convertible Promissory Note Agreement Four [Member]
|
Mar. 31, 2012
Convertible Promissory Note Agreement Four [Member]
Modified Convertible Notes [Member]
|
Jan. 31, 2012
Convertible Promissory Note Agreement Four [Member]
Modified Convertible Notes [Member]
|
Mar. 07, 2012
Convertible Promissory Note Agreement Four [Member]
Modified Convertible Notes [Member]
|
Sep. 30, 2012
Convertible Promissory Note Agreement Four [Member]
Minimum [Member]
|
Sep. 30, 2012
Convertible Promissory Note Agreement Four [Member]
Maximum [Member]
|
|
Convertible Notes Payable (Textual) | |||||||||||||||||||
Convertible Promissory Note, principal amount | $ 32,500 | $ 45,000 | |||||||||||||||||
Net Proceeds from notes | 30,000 | 42,500 | |||||||||||||||||
Debt financing cost | 2,500 | 2,500 | |||||||||||||||||
Convertible notes, maturity date | Apr. 23, 2012 | Jun. 12, 2012 | |||||||||||||||||
Interest rate on convertible notes | 8.00% | 8.00% | |||||||||||||||||
Interest rate on defualt at maturity date | 22.00% | 22.00% | |||||||||||||||||
Convertible notes conversion period into common stock after agreement date | 180 days | 180 days | |||||||||||||||||
Convertible notes payable, conversion price, description | At any time after 180 days from July 20, 2011 at a conversion price equal to a 39.9% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to conversion. | Lesser of the variable conversion price of 65% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to the conversion and the fixed conversion price of $0.0005. | After 180 days from September 9, 2011 at a conversion price equal to a 45% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to conversion. | Lesser of the variable conversion price of 65% discount to the average of the 3 closing bid prices of the common stock during the 10 trading day period prior to the conversion and the fixed conversion price of $0.0005. | |||||||||||||||
Variable conversion price discount for modified conversion condition | 65.00% | 45.00% | 65.00% | ||||||||||||||||
Fixed conversion price discount for modified conversion condition | $ 0.0005 | $ 0.0005 | |||||||||||||||||
Principal amount converted to restricted common stock | 10,000 | 32,500 | 45,000 | ||||||||||||||||
Restricted shares of common stock upon conversion of principal amount and accrued interest | 8,333,333 | 90,588,585 | 170,376,223 | ||||||||||||||||
Accrued interest converted to restricted common stock | 1,300 | 1,800 | |||||||||||||||||
Fair value of the derivative liability | 57,269 | 27,056 | 115,621 | 172,698 | |||||||||||||||
Reduced carrying value of convertible loan | 5,444 | 0 | 0 | ||||||||||||||||
Recorded accretion | 2,037 | 7,541 | 13,623 | ||||||||||||||||
Quoted market price | $ 0.003 | $ 0.0029 | $ 0.0021 | $ 0.0009 | $ 0.0017 | $ 0.0013 | $ 0.0005 | $ 0.0013 | |||||||||||
Conversion price | $ 0.0012 | $ 0.002 | $ 0.0005 | $ 0.0003 | $ 0.0005 | $ 0.0003 | $ 0.0002 | $ 0.0008 | |||||||||||
Expected volatility | 271.00% | 241.00% | 350.00% | 299.00% | 360.00% | 368.00% | 218.00% | 511.00% | |||||||||||
Expected dividends | 0.00% | 0.00% | |||||||||||||||||
Expected term | 2 months 23 days | 3 months 7 days | 3 months 7 days | 1 month 6 days | 2 months 21 days | 3 months 7 days | 29 days | 2 months 19 days | |||||||||||
Risk-free interest rate | 0.01% | 0.03% | 0.03% | 0.05% | 0.10% | 0.08% | 0.05% | 0.09% | |||||||||||
Gain (loss) on change in fair value of derivative liability | 70,248 | 83,121 | 75,557 | 127,698 | |||||||||||||||
Reclassified amount to additional paid in capital upon conversion | 17,621 | 102,748 | 120,559 | ||||||||||||||||
Unamortized discount recorded as interest expense | $ 24,959 | $ 29,509 |
Derivative Instruments (Tables)
|
9 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2012
|
||||||||||||||||||||||||||
Derivative Instruments [Abstract] | ||||||||||||||||||||||||||
Summary of change in derivative liabilities |
|
Derivative Instruments (Details) (USD $)
|
9 Months Ended |
---|---|
Sep. 30, 2012
|
|
Summary of change in derivative liabilities | |
Balance at December 31, 2011 | $ 155,958 |
Addition of new derivative liability | 285,324 |
Settlement of derivative liability through conversion of debt | (877,428) |
Derivative loss included in other income (expense) | 531,544 |
Balance at September 30, 2012 | $ 95,398 |
Common and Preferred Stock (Details) (USD $)
|
1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Sep. 30, 2012
|
Dec. 31, 2009
|
Jul. 26, 2012
|
Mar. 26, 2012
|
Dec. 31, 2011
|
Sep. 30, 2012
Convertible notes [Member]
|
Jun. 30, 2012
Convertible notes [Member]
|
Mar. 31, 2012
Convertible notes [Member]
|
Sep. 30, 2012
Consulting services [Member]
|
Jun. 30, 2012
Consulting services [Member]
|
Jun. 30, 2012
Management services [Member]
|
Sep. 30, 2012
Administrative services [Member]
|
Jun. 30, 2012
Administrative services [Member]
|
Sep. 30, 2012
Engineering services [Member]
|
Jun. 30, 2012
Engineering services [Member]
|
Jun. 30, 2012
Finders fees agreement [Member]
|
Jun. 30, 2012
Commitment fees [Member]
|
Mar. 31, 2012
Structuring and due diligence fee [Member]
|
|
Common and preferred stock (Textual) | |||||||||||||||||||||
Common stock shares issued for services, Shares | 470,000,000 | 168,018,606 | 200,000,000 | 95,000,000 | 55,000,000 | 32,500,000 | 32,500,000 | 4,688,889 | 444,444,444 | 33,333,333 | |||||||||||
Common stock shares issued for services, Amount | $ 244,000 | $ 160,227 | $ 160,000 | $ 54,000 | $ 49,500 | $ 14,625 | $ 26,000 | $ 4,359 | $ 200,000 | $ 30,000 | |||||||||||
Issuance of common stock upon conversion of convertible debt, Shares | 364,247,689 | 768,253,968 | 4,688,889 | 174,153,931 | |||||||||||||||||
Common stock, Shares authorized prior to increase | 500,000,000 | ||||||||||||||||||||
Common stock par value prior to increase | $ 0.00001 | ||||||||||||||||||||
Common Stock, shares authorized | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | 8,000,000,000 | |||||||||||||||||
Common Stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||
Reverse stock split description | Granted discretionary authority to the Company's Board of Directors to implement a reverse stock split of the Company's common stock, on a basis of up to five hundred pre-consolidation shares within twelve months of the date of the Special Meeting. | ||||||||||||||||||||
Issuance of common stock for cash, Shares | 42,857,142 | ||||||||||||||||||||
Share price | $ 0.00035 | ||||||||||||||||||||
Issuance of common stock for cash, Amount | 15,000 | 15,000 | 15,000 | ||||||||||||||||||
Stock option granted to purchase additional shares of common stock | 42,857,142 | ||||||||||||||||||||
Options, exercise price | $ 0.00035 | ||||||||||||||||||||
Option, Expiration date | Nov. 23, 2012 | ||||||||||||||||||||
Common stock granted pursuant to consulting agreement | 90,000,000 | ||||||||||||||||||||
Vesting period of award | 9 months | ||||||||||||||||||||
Stock-based compensation | $ 41,000 | ||||||||||||||||||||
Number of shares vested for which company recognized share based compensation expenses | 30,000,000 |
Subsequent Events (Details) (USD $)
|
9 Months Ended | 1 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|---|
Sep. 30, 2012
|
Oct. 08, 2012
|
Dec. 31, 2011
|
Apr. 30, 2012
Chief Executive Officer [Member]
|
Sep. 30, 2012
Chief Operating Officer [Member]
|
Oct. 08, 2012
Chief Operating Officer [Member]
|
|
Subsequent Events (Textual) | ||||||
Common Stock Shares, Issued | 3,243,896,955 | 80,000,000 | 328,898,953 | 80,000,000 | ||
Term of agreement | 6 months | 1 year | 6 months | |||
Common stock shares issued upon conversion of convertible note, shares | 160,000,000 | |||||
Common stock ssares issued upon conversion of convertible note, value | $ 12,800 |
Property and Equipment
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
|
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Property and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment |
|