Nevada
|
26-1394771
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company x
|
Common Stock, $0.001 par value per share
|
80,579,175
|
(Class)
|
(Outstanding at August 19, 2013)
|
AMP Holding Inc. and Subsidiaries
|
||||||||
(A Development Stage Company)
|
||||||||
June 30, 2013 and December 31, 2012
|
||||||||
Assets
|
June 30,
2013
(Unaudited)
|
December 31,
2012
|
||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 146,344 | $ | 39,819 | ||||
Inventory
|
441,002 | 41,002 | ||||||
Prepaid expenses and deposits
|
57,801 | 13,025 | ||||||
645,147 | 93,846 | |||||||
Property, plant and equipment:
|
||||||||
Land
|
300,000 | - | ||||||
Buildings
|
3,800,000 | - | ||||||
Leasehold improvements
|
19,225 | 19,225 | ||||||
Software
|
27,721 | 27,721 | ||||||
Equipment
|
670,120 | 170,120 | ||||||
Vehicles and prototypes
|
164,959 | 164,959 | ||||||
4,982,025 | 382,025 | |||||||
Less accumulated depreciation
|
371,842 | 255,178 | ||||||
4,610,183 | 126,847 | |||||||
$ | 5,255,330 | $ | 220,693 | |||||
Liabilities and Stockholders' Equity (Deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,345,308 | $ | 1,253,228 | ||||
Accounts payable, related parties
|
351,350 | 336,556 | ||||||
Customer deposits
|
380,000 | 60,000 | ||||||
Shareholder advances
|
558,000 | 558,000 | ||||||
Current portion of long-term debt
|
392,355 | 230,756 | ||||||
3,027,013 | 2,438,540 | |||||||
Long-term debt
|
2,409,598 | 362,186 | ||||||
Commitments and contingencies
|
- | - | ||||||
Stockholders' equity (deficit):
|
||||||||
Series A preferred stock, par value of $.001 per share 75,000,000 shares
|
||||||||
shares authorized, 0 shares issued and outstanding at March 31, 2013
|
||||||||
and December 31, 2012
|
- | - | ||||||
Common stock, par value of $.001 per share 250,000,000 shares authorized,
|
||||||||
80,527,113 shares issued and outstanding at June 30, 2013 and
|
||||||||
55,955,463 shares issued and outstanding at December 31, 2012
|
80,527 | 55,955 | ||||||
Additional paid-in capital
|
19,936,311 | 14,956,547 | ||||||
Stock based compensation
|
4,919,250 | 3,778,723 | ||||||
Accumulated deficit during the development stage
|
(25,117,369 | ) | (21,371,258 | ) | ||||
(181,281 | ) | (2,580,033 | ) | |||||
$ | 5,255,330 | $ | 220,693 | |||||
See accompanying notes to consolidated financial statements.
|
|
||||||||||||||||||||
AMP Holding Inc. and Subsidiaries | ||||||||||||||||||||
(A Development Stage Company)
|
||||||||||||||||||||
For the Three and Six Months Ended June 30, 2013 and 2012
|
||||||||||||||||||||
and for the Period From Inception,
|
||||||||||||||||||||
February 20, 2007 to June 30, 2013
|
||||||||||||||||||||
|
||||||||||||||||||||
Since Date
of Inception,
February 20,
|
||||||||||||||||||||
Three Months Ended
|
Six Months Ended
|
2007 to | ||||||||||||||||||
June 30,
2013
(Unaudited)
|
June 30,
2012
(Unaudited)
|
June 30,
2013
(Unaudited)
|
June 30,
2012
(Unaudited)
|
June 30,
2013
(Unaudited)
|
||||||||||||||||
Sales
|
$ | - | $ | 222,098 | $ | - | $ | 222,098 | $ | 602,840 | ||||||||||
Expenses:
|
||||||||||||||||||||
Payroll and payroll taxes
|
391,693 | 398,223 | 731,860 | 949,145 | 8,058,706 | |||||||||||||||
Employee benefits
|
40,136 | 42,243 | 69,439 | 86,860 | 722,682 | |||||||||||||||
Stock based compensation
|
810,411 | 66,894 | 1,140,527 | 219,926 | 4,936,990 | |||||||||||||||
Batteries and motors and supplies
|
72,084 | 130,220 | 225,816 | 123,507 | 2,961,372 | |||||||||||||||
Legal and professional
|
135,803 | 42,520 | 284,732 | 154,158 | 2,425,486 | |||||||||||||||
Advertising
|
7,028 | 23,276 | 41,763 | 58,418 | 1,308,143 | |||||||||||||||
Consulting
|
349,700 | 12,289 | 675,171 | 74,468 | 1,778,576 | |||||||||||||||
Travel and entertainment
|
28,373 | 19,169 | 45,232 | 48,906 | 529,936 | |||||||||||||||
Rent
|
36,694 | 38,625 | 76,388 | 76,972 | 528,386 | |||||||||||||||
Insurance
|
27,253 | 20,426 | 65,103 | 37,753 | 450,722 | |||||||||||||||
Vehicles, development and testing
|
2,700 | - | 35,600 | 57,786 | 357,801 | |||||||||||||||
Depreciation
|
101,493 | 16,682 | 116,664 | 32,885 | 409,671 | |||||||||||||||
Interest and bank fees
|
75,356 | 61,402 | 103,995 | 85,871 | 361,322 | |||||||||||||||
Engineering, temporary labor
|
2,457 | - | 4,309 | 870 | 255,595 | |||||||||||||||
Facilities, repairs & maintenance
|
45,755 | 6,673 | 79,395 | 12,715 | 283,978 | |||||||||||||||
Utilities
|
31,226 | 8,514 | 44,975 | 18,863 | 179,930 | |||||||||||||||
Loss on sale of assets
|
- | - | - | - | 27,544 | |||||||||||||||
Other
|
4,242 | 6,969 | 5,142 | 15,754 | 143,369 | |||||||||||||||
2,162,404 | 894,125 | 3,746,111 | 2,054,857 | 25,720,209 | ||||||||||||||||
Net loss during the development stage
|
$ | (2,162,404 | ) | $ | (672,027 | ) | $ | (3,746,111 | ) | $ | (1,832,759 | ) | $ | (25,117,369 | ) | |||||
Basic and diluted loss per share
|
$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.87 | ) | |||||
Weighted average number of common
|
||||||||||||||||||||
shares outstanding
|
78,504,998 | 38,912,165 | 69,418,138 | 38,838,960 | 28,786,243 | |||||||||||||||
See accompanying notes to consolidated financial statements.
|
Common Stock
|
Series A
Preferred Stock
|
Additional
|
Stock
|
Accumulated
Deficit
During the
|
Total
Stockholders'
|
|||||||||||||||||||||||||||
Number
of Shares
|
Amount
|
Number
of Shares
|
Amount
|
Paid-in
Capital
|
Based
Compensation
|
Development
Stage
|
Equity
(Deficit)
|
|||||||||||||||||||||||||
Beginning capital - inception
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
Issuance of common stock, and fulfillment
|
||||||||||||||||||||||||||||||||
of stock subscriptions receivable
|
7,210 | 900,000 | - | - | - | - | - | 900,000 | ||||||||||||||||||||||||
Net loss from operations, period of inception,
|
||||||||||||||||||||||||||||||||
February 20, 2007 to December 31, 2007
|
- | - | - | - | - | - | (456,145 | ) | (456,145 | ) | ||||||||||||||||||||||
7,210 | $ | 900,000 | - | $ | - | $ | - | $ | - | $ | (456,145 | ) | $ | 443,855 | ||||||||||||||||||
Issuance of common stock, and fulfillment
|
||||||||||||||||||||||||||||||||
of stock subscriptions receivable
|
4,305 | 875,000 | - | - | - | - | - | 875,000 | ||||||||||||||||||||||||
March 10, 2008 stock dividend
|
62,720 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Share based compensation for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2008
|
- | 9,757 | - | - | - | - | - | 9,757 | ||||||||||||||||||||||||
Net loss from operations for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2008
|
- | - | - | - | - | - | (1,383,884 | ) | (1,383,884 | ) | ||||||||||||||||||||||
74,235 | $ | 1,784,757 | - | $ | - | $ | - | $ | - | $ | (1,840,029 | ) | $ | (55,272 | ) | |||||||||||||||||
January 1, 2009 stock re-pricing agreement
|
18,025 | - | - | |||||||||||||||||||||||||||||
Issuance of common stock, and fulfillment
|
||||||||||||||||||||||||||||||||
of stock subscriptions receivable
|
168,210 | 753,511 | - | - | 49,989 | - | - | 803,500 | ||||||||||||||||||||||||
Share based compensation to
|
||||||||||||||||||||||||||||||||
December 28, 2009
|
- | 7,983 | - | - | - | - | - | 7,983 | ||||||||||||||||||||||||
Shares issued out of stock option plan on
|
||||||||||||||||||||||||||||||||
December 31, 2009
|
3,220 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Net effect of purchase accounting adjustments
|
17,508,759 | (2,528,479 | ) | - | - | 2,528,479 | - | - | - | |||||||||||||||||||||||
Conversion of convertible notes
|
- | - | 8,375 | 8 | 264,992 | - | - | 265,000 | ||||||||||||||||||||||||
Net loss from operations for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2009
|
- | - | - | - | - | - | (1,524,923 | ) | (1,524,923 | ) | ||||||||||||||||||||||
17,772,449 | $ | 17,772 | 8,375 | $ | 8 | $ | 2,843,460 | $ | - | $ | (3,364,952 | ) | $ | (503,712 | ) | |||||||||||||||||
Conversion of convertible note
|
29,750 | 30 | - | - | 9,970 | - | - | 10,000 | ||||||||||||||||||||||||
Issuance of preferred stock, and fulfillment
|
||||||||||||||||||||||||||||||||
of stock subscriptions receivable
|
- | - | 625 | 1 | 24,999 | - | - | 25,000 | ||||||||||||||||||||||||
Issuance of common stock, and fulfillment
|
||||||||||||||||||||||||||||||||
of stock subscriptions receivable
|
9,808,566 | 9,809 | - | - | 3,682,530 | - | - | 3,692,339 | ||||||||||||||||||||||||
Conversion of account payable
|
101,636 | 102 | - | - | 86,898 | - | - | 87,000 | ||||||||||||||||||||||||
Share based compensation for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2010
|
- | - | - | - | - | 1,436,979 | - | 1,436,979 | ||||||||||||||||||||||||
Net loss from operations for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2010
|
- | - | - | - | - | - | (5,028,106 | ) | (5,028,106 | ) | ||||||||||||||||||||||
27,712,401 | $ | 27,713 | 9,000 | $ | 9 | $ | 6,647,857 | $ | 1,436,979 | $ | (8,393,058 | ) | $ | (280,500 | ) | |||||||||||||||||
Issuance of common stock, and fulfillment
|
||||||||||||||||||||||||||||||||
of stock subscriptions receivable
|
9,912,447 | 9,911 | - | - | 5,404,830 | - | - | 5,414,741 | ||||||||||||||||||||||||
Stock options and warrants exercised
|
38,692 | 39 | - | - | 12,236 | - | - | 12,275 | ||||||||||||||||||||||||
Conversion of preferred stock to common stock
|
1,071,110 | 1,072 | (9,000 | ) | (9 | ) | (1,063 | ) | - | - | - | |||||||||||||||||||||
Share based compensation for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2011
|
- | - | - | - | - | 2,002,891 | - | 2,002,891 | ||||||||||||||||||||||||
Net loss from operations for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2011
|
- | - | - | - | - | - | (8,705,711 | ) | (8,705,711 | ) | ||||||||||||||||||||||
38,734,650 | $ | 38,735 | - | $ | - | $ | 12,063,860 | $ | 3,439,870 | $ | (17,098,769 | ) | $ | (1,556,304 | ) | |||||||||||||||||
Issuance of detached warrants in connection
|
||||||||||||||||||||||||||||||||
with convertible debentures
|
- | - | - | - | 91,493 | - | - | 91,493 | ||||||||||||||||||||||||
Conversion of debentures and interest
|
10,227,070 | 10,227 | - | - | 2,035,187 | - | - | 2,045,414 | ||||||||||||||||||||||||
Conversion of account payable
|
6,993,743 | 6,993 | - | - | 766,007 | - | - | 773,000 | ||||||||||||||||||||||||
Share based compensation for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2012
|
- | - | - | - | - | 338,853 | - | 338,853 | ||||||||||||||||||||||||
Net loss from operations for the year
|
||||||||||||||||||||||||||||||||
ended December 31, 2012
|
- | - | - | - | - | - | (4,272,489 | ) | (4,272,489 | ) | ||||||||||||||||||||||
55,955,463 | $ | 55,955 | - | $ | - | $ | 14,956,547 | $ | 3,778,723 | $ | (21,371,258 | ) | $ | (2,580,033 | ) | |||||||||||||||||
Issuance of common stock, and fulfillment
|
||||||||||||||||||||||||||||||||
of stock subscriptions receivable
|
21,408,125 | 21,408 | - | - | 4,279,192 | - | - | 4,300,600 | ||||||||||||||||||||||||
Stock options and warrants exercised
|
18,764 | 19 | - | - | 1,142 | - | - | 1,161 | ||||||||||||||||||||||||
Conversion of convertible note
|
500,000 | 500 | - | - | 99,500 | - | - | 100,000 | ||||||||||||||||||||||||
Conversion of account payable
|
2,644,761 | 2,645 | - | - | 599,930 | - | - | 602,575 | ||||||||||||||||||||||||
Share based compensation for the
|
||||||||||||||||||||||||||||||||
six months ended June 30, 2013
|
- | - | - | - | - | 1,140,527 | - | 1,140,527 | ||||||||||||||||||||||||
Net loss from operations for the
|
||||||||||||||||||||||||||||||||
six months ended June 30, 2013
|
- | - | - | - | - | - | (3,746,111 | ) | (3,746,111 | ) | ||||||||||||||||||||||
80,527,113 | $ | 80,527 | - | $ | - | $ | 19,936,311 | $ | 4,919,250 | $ | (25,117,369 | ) | $ | (181,281 | ) |
A vehicle with a fair market value of $30,400 and cash of $69,600 was accepted as consideration for issuance of common stock in February 2007.
|
||||||||||||||||||||||||||||||||
A vehicle with a fair market value of $30,884 and cash of $69,116 was accepted as consideration for issuance of common stock in June 2007.
|
||||||||||||||||||||||||||||||||
Consulting services valued at $50,000 were accepted as consideration for issuance of common stock in October 2008.
|
||||||||||||||||||||||||||||||||
Consulting services valued at $87,000 were accepted as consideration for issuance of common stock in December 2010.
|
||||||||||||||||||||||||||||||||
Consulting services valued at $60,000, $55,000, and $203,000 were accepted as consideration for issuance of common stock in March, October, and December 2012, respectively.
|
||||||||||||||||||||||||||||||||
Investment Agreement fees valued at $375,000 were accepted as consideration for issuance of common stock in August 2012.
|
||||||||||||||||||||||||||||||||
Legal services valued at $40,000, $15,000, and $25,000 were accepted as consideration for issuance of common stock in September, November, and December 2012, respectively.
|
||||||||||||||||||||||||||||||||
Consulting services valued at $302,500, $126,000, and $119,075 were accepted as consideration for issuance of common stock in March, May, and June 2013, respectively.
|
||||||||||||||||||||||||||||||||
Legal services valued at $40,000 and $15,000 were accepted as consideration for issuance of common stock in March and June 2013, respectively.
|
||||||||||||||||||||||||||||||||
Since Date
of Inception,
February 20,
|
||||||||||||||||||||
Three Months Ended
|
Six Months Ended
|
2007 to | ||||||||||||||||||
June 30,
2013
(Unaudited)
|
June 30,
2012
(Unaudited)
|
June 30,
2013
(Unaudited)
|
June 30,
2012
(Unaudited)
|
June 30,
2013
(Unaudited)
|
||||||||||||||||
Cash flows from operating activities:
|
||||||||||||||||||||
Net loss during the development stage
|
$ | (2,162,404 | ) | $ | (672,027 | ) | $ | (3,746,111 | ) | $ | (1,832,759 | ) | $ | (25,117,369 | ) | |||||
Adjustments to reconcile net loss from operations
|
||||||||||||||||||||
to cash used by operations:
|
||||||||||||||||||||
Depreciation
|
101,493 | 16,682 | 116,664 | 32,885 | 409,671 | |||||||||||||||
Loss on sale of assets
|
- | - | - | - | 27,544 | |||||||||||||||
Stock based compensation
|
810,411 | 66,894 | 1,140,527 | 219,926 | 4,936,990 | |||||||||||||||
Interest expense on convertible debentures
|
- | - | - | - | 106,164 | |||||||||||||||
Amortized discount on convertible debentures
|
- | 27,896 | - | 31,770 | 91,493 | |||||||||||||||
Legal, consulting and investment services
|
260,075 | - | 602,575 | 60,000 | 1,512,575 | |||||||||||||||
Effects of changes in operating assets and liabilities:
|
||||||||||||||||||||
Inventory
|
- | - | - | - | (41,002 | ) | ||||||||||||||
Prepaid expenses and deposits
|
(16,812 | ) | - | (44,776 | ) | 11,875 | (57,801 | ) | ||||||||||||
Accounts payable
|
206,574 | 277,173 | 92,080 | 200,271 | 1,858,944 | |||||||||||||||
Accounts payable, related parties
|
32,221 | 19,316 | 14,794 | 82,264 | 351,350 | |||||||||||||||
Customer deposits
|
210,000 | - | 320,000 | - | 380,000 | |||||||||||||||
Net cash used by operations
|
(558,442 | ) | (264,066 | ) | (1,504,247 | ) | (1,193,768 | ) | (15,541,441 | ) | ||||||||||
Cash flows from investing activities:
|
||||||||||||||||||||
Initial purchase of AMP Trucks assets
|
- | - | (5,000,000 | ) | - | (5,000,000 | ) | |||||||||||||
Capital expenditures
|
- | (28,753 | ) | - | (28,753 | ) | (376,650 | ) | ||||||||||||
Proceeds on sale of assets
|
- | - | - | - | 38,900 | |||||||||||||||
Net cash used by investing activities
|
- | (28,753 | ) | (5,000,000 | ) | (28,753 | ) | (5,337,750 | ) | |||||||||||
Cash flows from financing activities:
|
||||||||||||||||||||
Proceeds from debentures
|
- | 539,250 | - | 1,439,250 | 1,939,250 | |||||||||||||||
Proceeds from notes payable
|
- | - | 100,000 | - | 260,000 | |||||||||||||||
Payments on notes payable
|
- | - | - | - | (150,000 | ) | ||||||||||||||
Proceeds from long-term debt
|
- | - | 2,250,000 | - | 2,300,000 | |||||||||||||||
Payments on long-term debt
|
(23,850 | ) | (1,610 | ) | (40,989 | ) | (3,206 | ) | (60,047 | ) | ||||||||||
Shareholder advances, net of repayments
|
- | (262,000 | ) | - | (269,000 | ) | 558,000 | |||||||||||||
Issuance of common and preferred stock
|
616,761 | - | 4,301,761 | - | 16,178,332 | |||||||||||||||
Net cash provided by financing activities
|
592,911 | 275,640 | 6,610,772 | 1,167,044 | 21,025,535 | |||||||||||||||
Change in cash and cash equivalents
|
34,469 | (17,179 | ) | 106,525 | (55,477 | ) | 146,344 | |||||||||||||
Cash and cash equivalents at inception, February 20, 2007
|
- | |||||||||||||||||||
Cash and cash equivalents at December 31, 2011
|
89,488 | |||||||||||||||||||
Cash and cash equivalents at March 31, 2012
|
51,190 | |||||||||||||||||||
Cash and cash equivalents at June 30, 2012
|
$ | 34,011 | $ | 34,011 | ||||||||||||||||
Cash and cash equivalents at December 31, 2012
|
39,819 | |||||||||||||||||||
Cash and cash equivalents at March 31, 2013
|
111,875 | |||||||||||||||||||
Cash and cash equivalents at June 30, 2013
|
$ | 146,344 | $ | 146,344 | $ | 146,344 |
Supplemental disclosure of non-cash activities:
|
||||||||||||||||||||
Vehicles valued at $61,284 were contributed as consideration for issuance of common stock in February 2007.
|
||||||||||||||||||||
Consulting services valued at $50,000 were accepted as consideration for issuance of common stock in October 2008.
|
||||||||||||||||||||
During March 2010 a note payable of $10,000 was converted to 29,750 shares of common stock.
|
||||||||||||||||||||
A vehicle valued at $33,427 was acquired through bank financing in September 2010.
|
||||||||||||||||||||
Consulting services valued at $87,000 were accepted as consideration for issuance of common stock in December 2010.
|
||||||||||||||||||||
Equipment valued at $14,937 was acquired through debt financing in December 2011.
|
||||||||||||||||||||
Consulting services valued at $60,000, $55,000, and $203,000 were accepted as consideration for issuance of common stock in March,
|
||||||||||||||||||||
October, and December 2012, respectively.
|
||||||||||||||||||||
Detachable warrants associated with convertible debentures valued at $91,493 were recorded as increases to additional paid-in capital from January to August 2012.
|
||||||||||||||||||||
Investment Agreement fees valued at $375,000 were accepted as consideration for issuance of common stock in August 2012.
|
||||||||||||||||||||
Legal services valued at $40,000, $15,000, and $25,000 were accepted as consideration for issuance of common stock in September,
|
||||||||||||||||||||
November, and December 2012, respectively.
|
||||||||||||||||||||
During November 2012 debentures for $1,939,250 and interest of $106,164 were converted to 10,227,070 shares of common stock.
|
||||||||||||||||||||
During December 2012 accounts payable of $513,636 were converted to notes payable.
|
||||||||||||||||||||
During February 2013 a note payable of $100,000 was converted to 500,000 shares of common stock.
|
||||||||||||||||||||
Consulting services valued at $302,500, $126,000, and $119,075 were accepted as consideration for issuance of common stock in March, May, and June 2013, respectively.
|
||||||||||||||||||||
Legal services valued at $40,000 and $15,000 were accepted as consideration for issuance of common stock in March and June 2013, respectively.
|
||||||||||||||||||||
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES
|
2.
|
ACQUISITION
|
Consideration | ||||
Cash at closing
|
$ | 2,750,000 | ||
Secured debenture
|
2,250,000 | |||
$ | 5,000,000 | |||
Assets acquired
|
||||
Inventory | $ | 400,000 | ||
Equipment | 500,000 | |||
Land | 300,000 | |||
Buildings | 3,800,000 | |||
$ | 5,000,000 |
3.
|
LONG-TERM DEBT
|
June 30,
|
December 31,
|
|||||||
Long-term debt consists of the following:
|
2013
|
2012
|
||||||
Secured debenture payable to Workhorse Custom Chassis, LLC, due
|
||||||||
March 2016 plus interest at 10%. The debenture is secured by the real
|
||||||||
estate and related assets of the plant located in Union City, Indiana
|
||||||||
with a net book value of $4,911,667 at June 30, 2013
|
$ | 2,250,000 | $ | - | ||||
Note payable, Bank due in monthly installments of $635 including interest
|
||||||||
at 5.04% with the final payment due August 2015. The note is secured
|
||||||||
by equipment with a net book value of $14,489 at June 30, 2013
|
15,386 | 18,761 | ||||||
Note payable, vendor due in monthly installments of $439 including interest
|
||||||||
at 8.00% with the final payment due December 2014. The note is secured
|
||||||||
by equipment with a net book value of $10,206 at June 30, 2013
|
7,431 | 10,545 | ||||||
Note payable to the City of Loveland, due in annual installments of $10,241
|
||||||||
including interest with the final payment due October 2016. Interest rate
|
||||||||
amended to 8.00%. The note is unsecured and contains restrictions on
|
||||||||
the use of proceeds.
|
50,000 | 50,000 | ||||||
Note payable, vendor due in monthly installments of $5,000 for the first half
|
||||||||
of 2013, escalating to final payment of $43,736 in March 2014. Note is
|
||||||||
noninterest bearing and is unsecured.
|
258,736 | 281,236 | ||||||
Note payable, vendor due in monthly installments of $2,000 plus interest
|
||||||||
at 4% for the first half of 2013, escalating to final payment of $18,461 plus
|
||||||||
interest at 4% in December 2014. Note is unsecured.
|
220,400 | 232,400 | ||||||
2,801,953 | 592,942 | |||||||
Less current portion
|
392,355 | 230,756 | ||||||
Long term debt
|
$ | 2,409,598 | $ | 362,186 |
2013
|
$ | 188,084 | ||
2014
|
338,883 | |||
2015
|
14,822 | |||
2016
|
2,260,164 | |||
$ | 2,801,953 |
4.
|
CONVERTIBLE DEBENTURES
|
5.
|
SHAREHOLDER AND RELATED PARTY ADVANCES
|
6.
|
LEASE OBLIGATIONS
|
2013
|
$ | 74,488 | ||
2014
|
152,312 | |||
2015
|
156,881 | |||
2016
|
161,588 | |||
2017
|
166,436 | |||
2018
|
127,614 | |||
$ | 839,319 |
7.
|
STOCK BASED COMPENSATION
|
Number of Shares
|
Weighted
Average
Exercise Price
per Share
|
Weighted
Average Grant
Date Fair Value
per Share
|
Weighted
Average
Remaining
Exercise Term
in Months
|
|||||||||||||
Outstanding at January 1, 2010
|
- | $ | - | $ | - | - | ||||||||||
Granted
|
4,940,000 | 0.56 | 0.33 | 81 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2010
|
4,940,000 | $ | 0.56 | $ | 0.33 | 77 | ||||||||||
Exercisable at December 31, 2010
|
1,854,625 | $ | 0.53 | $ | 0.32 | 75 | ||||||||||
Granted
|
3,425,000 | 0.63 | 0.28 | 54 | ||||||||||||
Exercised
|
(29,750 | ) | 0.41 | 0.26 | 40 | |||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2011
|
8,335,250 | $ | 0.59 | $ | 0.31 | 58 | ||||||||||
Exercisable at December 31, 2011
|
4,588,875 | $ | 0.57 | $ | 0.31 | 60 | ||||||||||
Granted
|
2,025,000 | 0.13 | 0.05 | 40 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
(1,315,375 | ) | 0.61 | 0.27 | 40 | |||||||||||
Expired
|
(1,314,375 | ) | 0.55 | 0.29 | 51 | |||||||||||
Outstanding at December 31, 2012
|
7,730,500 | $ | 0.48 | $ | 0.25 | 44 | ||||||||||
Exercisable at December 31, 2012
|
6,080,000 | $ | 0.54 | $ | 0.29 | 46 | ||||||||||
Granted
|
1,100,000 | 0.29 | 0.13 | 60 | ||||||||||||
Exercised
|
(21,126 | ) | 0.11 | 0.04 | 29 | |||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
(308,500 | ) | 0.68 | 0.19 | 1 | |||||||||||
Outstanding at June 30, 2013
|
8,500,874 | $ | 0.44 | $ | 0.23 | 42 | ||||||||||
Exercisable at June 30, 2013
|
6,266,937 | $ | 0.53 | $ | 0.29 | 41 |
Number of Shares
|
Weighted
Average
Exercise Price
per Share
|
Weighted
Average Grant
Date Fair Value
per Share
|
Weighted
Average
Remaining
Exercise Term
in Months
|
|||||||||||||
Outstanding at January 1, 2010
|
- | $ | - | $ | - | - | ||||||||||
Granted
|
810,000 | 0.67 | 0.23 | 36 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2010
|
810,000 | $ | 0.67 | $ | 0.23 | 32 | ||||||||||
Exercisable at December 31, 2010
|
380,000 | $ | 0.63 | $ | 0.22 | 31 | ||||||||||
Granted
|
70,000 | 0.59 | 0.18 | 31 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2011
|
880,000 | $ | 0.66 | $ | 0.23 | 20 | ||||||||||
Exercisable at December 31, 2011
|
755,000 | $ | 0.64 | $ | 0.22 | 20 | ||||||||||
Granted
|
150,000 | 0.11 | 0.04 | 36 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
(30,000 | ) | 0.76 | 0.25 | 9 | |||||||||||
Expired
|
(340,000 | ) | 0.83 | 0.28 | 8 | |||||||||||
Outstanding at December 31, 2012
|
660,000 | $ | 0.45 | $ | 0.15 | 14 | ||||||||||
Exercisable at December 31, 2012
|
561,000 | $ | 0.50 | $ | 0.17 | 10 | ||||||||||
Granted
|
250,000 | 0.25 | 0.12 | 60 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
(10,000 | ) | 0.70 | 0.20 | - | |||||||||||
Outstanding at June 30, 2013
|
900,000 | $ | 0.39 | $ | 0.14 | 22 | ||||||||||
Exercisable at June 30, 2013
|
715,750 | $ | 0.44 | $ | 0.16 | 16 |
Number of Shares
|
Weighted
Average
Exercise Price
per Share
|
Weighted
Average Grant
Date Fair Value
per Share
|
Weighted
Average
Remaining
Exercise Term
in Months
|
|||||||||||||
Outstanding at January 1, 2010
|
- | $ | - | $ | - | - | ||||||||||
Granted
|
785,001 | 0.80 | 0.11 | 24 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2010
|
785,001 | $ | 0.80 | $ | 0.11 | 24 | ||||||||||
Exercisable at December 31, 2010
|
785,001 | $ | 0.80 | $ | 0.11 | 24 | ||||||||||
Granted
|
4,956,224 | 0.80 | 0.11 | 24 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2011
|
5,741,225 | $ | 0.80 | $ | 0.11 | 17 | ||||||||||
Exercisable at December 31, 2011
|
5,741,225 | $ | 0.80 | $ | 0.11 | 17 | ||||||||||
Granted
|
1,450,000 | 0.50 | 0.06 | 36 | ||||||||||||
Modified warrants prior to modifications
|
(7,191,225 | ) | 0.74 | 0.10 | 10 | |||||||||||
Modified warrants afte modifications
|
7,191,225 | 0.69 | 0.10 | 20 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2012
|
7,191,225 | $ | 0.69 | $ | 0.10 | 19 | ||||||||||
Exercisable at December 31, 2012
|
7,191,225 | $ | 0.69 | $ | 0.10 | 19 | ||||||||||
Granted
|
10,954,063 | 0.40 | 0.05 | 36 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at June 30, 2013
|
18,145,288 | $ | 0.52 | $ | 0.07 | 25 | ||||||||||
Exercisable at June 30, 2013
|
18,145,288 | $ | 0.52 | $ | 0.07 | 25 | ||||||||||
Number of Shares
|
Weighted
Average
Exercise Price
per Share
|
Weighted
Average Grant
Date Fair Value
per Share
|
Weighted
Average
Remaining
Exercise Term
in Months
|
|||||||||||||
Outstanding at January 1, 2010
|
614,680 | $ | 0.39 | $ | 0.18 | 60 | ||||||||||
Granted
|
3,103,304 | 0.64 | 0.21 | 57 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2010
|
3,717,984 | $ | 0.60 | $ | 0.21 | 52 | ||||||||||
Exercisable at December 31, 2010
|
2,617,984 | $ | 0.61 | $ | 0.19 | 51 | ||||||||||
Granted
|
887,910 | 0.60 | 0.27 | 60 | ||||||||||||
Exercised
|
(44,638 | ) | 0.40 | 0.18 | 39 | |||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2011
|
4,561,256 | $ | 0.60 | $ | 0.22 | 43 | ||||||||||
Exercisable at December 31, 2011
|
4,081,256 | $ | 0.59 | $ | 0.21 | 42 | ||||||||||
Granted
|
28,334 | 0.60 | 0.24 | 60 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2012
|
4,589,590 | $ | 0.60 | $ | 0.22 | 31 | ||||||||||
Exercisable at December 31, 2012
|
4,339,590 | $ | 0.59 | $ | 0.21 | 31 | ||||||||||
Granted
|
- | - | - | - | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
(125,000 | ) | 0.40 | 0.14 | - | |||||||||||
Outstanding at June 30, 2013
|
4,464,590 | $ | 0.60 | $ | 0.22 | 25 | ||||||||||
Exercisable at June 30, 2013
|
4,214,590 | $ | 0.60 | $ | 0.22 | 25 |
Number of Shares
|
Weighted
Average
Exercise Price
per Share
|
Weighted
Average Grant
Date Fair Value
per Share
|
Weighted
Average
Remaining
Exercise Term
in Months
|
|||||||||||||
Outstanding at January 1, 2010
|
- | $ | - | $ | - | - | ||||||||||
Granted
|
1,400,000 | 2.00 | 0.13 | 60 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2010
|
1,400,000 | $ | 2.00 | $ | 0.13 | 59 | ||||||||||
Exercisable at December 31, 2010
|
1,400,000 | $ | 2.00 | $ | 0.13 | 59 | ||||||||||
Granted
|
1,600,000 | 1.91 | 0.09 | 57 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at December 31, 2011
|
3,000,000 | $ | 1.95 | $ | 0.11 | 49 | ||||||||||
Exercisable at December 31, 2011
|
3,000,000 | $ | 1.95 | $ | 0.11 | 49 | ||||||||||
Granted
|
489,250 | 0.50 | 0.01 | 36 | ||||||||||||
Modified warrants prior to
modifications
|
(489,250 | ) | 0.50 | 0.01 | 31 | |||||||||||
Modified warrants after
modifications
|
489,250 | 0.25 | 0.01 | 31 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
(100,000 | ) | 0.50 | 0.10 | - | |||||||||||
Outstanding at December 31, 2012
|
3,389,250 | $ | 1.75 | $ | 0.09 | 37 | ||||||||||
Exercisable at December 31, 2012
|
3,389,250 | $ | 1.75 | $ | 0.09 | 37 | ||||||||||
Granted
|
- | - | - | - | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Forfeited
|
- | - | - | - | ||||||||||||
Expired
|
- | - | - | - | ||||||||||||
Outstanding at June 30, 2013
|
3,389,250 | $ | 1.75 | $ | 0.09 | 31 | ||||||||||
Exercisable at June 30, 2013
|
3,389,250 | $ | 1.75 | $ | 0.09 | 31 | ||||||||||
8.
|
RECENT PRONOUNCEMENTS
|
·
|
Our ability to attract and retain management
|
·
|
Our ability to raise capital when needed and on acceptable terms and conditions
|
·
|
The intensity of competition
|
·
|
General economic conditions
|
·
|
Changes in regulations
|
·
|
Whether the market for electric vehicles continues to grow, and, if it does, the pace at which it may grow
|
·
|
Our ability to compete against large competitors in a rapidly changing market for electric vehicles
|
1.
|
The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and only one officer with management functions and therefore there is lack of segregation of duties.
|
2.
|
There is a strong reliance on outside consultants to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.
|
3.
|
There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.
|
4.
|
A formal audit committee has not been formed.
|
·
|
continued development of product technology, especially batteries
|
·
|
the environmental consciousness of customers
|
·
|
the ability of electric vehicles to successfully compete with vehicles powered by internal combustion engines
|
·
|
limitation of widespread electricity shortages; and
|
·
|
whether future regulation and legislation requiring increased use of non-polluting vehicles is enacted
|
Exhibit No.
|
|
Description
|
|
||
3.1
|
|
Certificate of Designation for Series A Preferred Stock (1)
|
|
||
3.2
|
Certificate of Change (6)
|
|
3.3
|
Certificate of Correction (6)
|
|
3.4
|
Articles of Merger (7)
|
|
3.5
|
Certificate of Correction (Articles of Merger) (7)
|
|
3.6
|
Certificate of Amendment to the Certificate of Incorporation (9)
|
|
4.1
|
|
Form of Subscription Agreement by and between Title Starts Online, Inc. and the January 2010 Accredited Investors (2)
|
|
||
4.2
|
|
6% Promissory Note issued by Title Starts Online, Inc. on March 1, 2010 (3)
|
|
||
4.3
|
|
Form of Subscription Agreement by and between Title Starts Online, Inc. and the March 2010 Accredited Investors (4)
|
4.4
|
|
Form of Subscription Agreement by and between AMP Holding Inc. and Accredited Investors (11)
|
4.5
|
|
Form of Subscription Agreement by and between AMP Holding Inc. and May 2011 Accredited Investors (15)
|
4.6
|
|
Stock Option to acquire 500,000 shares of common stock issued to Joseph Paresi dated May 25, 2011 (16)
|
|
||
4.7
|
|
Stock Option to acquire 1,000,000 shares of common stock issued to Joseph Paresi dated May 25, 2011 (16)
|
|
||
4.8
|
|
Common Stock Purchase Warrant to acquire 500,000 shares of common stock issued to Joseph Paresi dated May 25, 2011 (16)
|
4.9
|
|
Stock Option to acquire 500,000 shares of common stock issued to James Taylor dated May 25, 2011 (16)
|
4.10
|
|
Common Stock Purchase Warrant to acquire 500,000 shares of common stock issued to James Taylor dated May 25, 2011 (16)
|
|
||
4.11
|
|
Stock Option to acquire 500,000 shares of common stock issued to Stephen Burns dated May 25, 2011 (16)
|
|
||
4.12
|
|
Common Stock Purchase Warrant to acquire 500,000 shares of common stock issued to Stephen Burns dated May 25, 2011 (16)
|
4.13
|
|
Promissory Note issued by AMP Holding Inc. on October 31, 2011 (17)
|
|
||
4.14
|
|
Security Agreement by and between AMP Holding Inc. and Stephen Burns dated October 31, 2011 (17)
|
|
||
4.15
|
|
Form of Securities Purchase Agreement (18)
|
|
||
4.16
|
|
Form of Secured Convertible Debenture (18)
|
|
||
4.17
|
|
Form of Common Stock Purchase Warrant (18)
|
4.18
|
|
Form of Security Agreement (18)
|
4.19
|
|
Promissory Note dated May 30, 2012 (20)
|
4.20
|
|
Promissory Note dated May 31, 2012 (20)
|
4.21
|
|
Promissory Note dated June 5, 2012 (20)
|
4.22
|
|
Letter Amendment dated June 5, 2012 (20)
|
4.23
|
|
Letter Amendment dated June 5, 2012 (20)
|
4.24
|
|
Letter Amendment dated June 5, 2012 (20)
|
4.25
|
|
Letter Agreement by and between Stephen Burns and AMP Holding Inc. (21)
|
4.26
|
|
Form of Note and Warrant Amendment and Conversion Agreement (24)
|
4.27
|
|
Promissory Note in the principal amount of $232,400 dated November 20, 2012 payable to EASi and Aerotek (25)
|
4.28
|
|
Form of Subscription Agreement by and between AMP Holding Inc. and the January 2013 Accredited Investor (26)
|
4.29
|
|
Form of Warrant by and between AMP Holding Inc. and the January 2013 Accredited Investor (26)
|
4.30
|
|
Promissory Note dated January 29, 2013 (26)
|
4.31
|
|
Common Stock Purchase Warrant issued to and an accredited investor (27)
|
4.32
|
|
Secured Debenture by and between Workhorse Custom Chassis, LLC and AMP Trucks Inc. dated March 13, 2013 (29)
|
4.33
|
|
Security Agreement by and between Workhorse Custom Chassis, LLC and AMP Trucks Inc. dated March 13, 2013 (29)
|
4.34
|
|
Mortgage, Security Agreement, Assignment of Rents and Fixture Filing by and between Workhorse Custom Chassis, LLC and AMP Trucks Inc. dated March 13, 2013 (29)
|
4.35
|
|
Form of Subscription Agreement entered by and between AMP Holding Inc. and the March 2013 Accredited Investors (29)
|
4.36
|
|
Form of Common Stock issued to the March 2013 Accredited Investors (29)
|
4.37
|
|
Stock Option to acquire 50,000 shares of common stock issued to William B. Richardson III dated March 19, 2013 (30)
|
10.1
|
|
Share Exchange Agreement dated as of December 28, 2009 by and among Advanced Mechanical Products, Inc., the shareholders of Advanced Mechanical Products, Inc. and Title Starts Online, Inc. (1)
|
|
||
10.2
|
|
Agreement and Release between Title Starts Online, Inc. and Mark DeFoor dated December 29, 2009 (1)
|
|
||
10.3
|
|
Conversion Agreement between Title Starts Online, Inc. and Bowden Transportation, Inc. dated December 28, 2009 (1)
|
|
||
10.4
|
|
Conversion Agreement between Title Starts Online, Inc. and Han Solutions II, LLC dated December 28, 2009 (1)
|
|
||
10.5
|
|
Conversion Agreement between Title Starts Online, Inc. and Ziu Zhang dated December 28, 2009 (1)
|
|
||
10.6
|
Director Agreement by and between AMP Holding Inc. and Nancy Dunlap dated August 23, 2010 (8)
|
|
10.7
|
Director Agreement by and between AMP Holding Inc., and James E. Taylor dated October 11, 2010 (10)
|
|
10.8
|
Employment Agreement by and between AMP Holding Inc. and James Taylor dated December 8, 2010 (12)
|
|
10.9
|
Employment Agreement by and between AMP Holding Inc. and Stephen S. Burns dated December 8, 2010 (12)
|
|
10.10
|
Director Agreement by and between AMP Holding Inc. and Joseph Paresi dated December 8, 2010 (12)
|
|
10.11
|
Employment Agreement by and between AMP Holding Inc. and Paul V. Gonzales dated January 12, 2011 (13)
|
|
10.12
|
Distribution Agreement by and between AMP Holding Inc. and Northern Lights Energy ehf. dated April 14, 2011 (14)
|
|
10.13
|
Agreement and General Release by and between AMP Holding Inc. and Joseph Paresi dated April 13, 2012 (19)
|
|
10.14
|
|
Investment Agreement dated as of August 20, 2012, by and between AMP Holding Inc., and Kodiak Capital Group, LLC. (22)
|
10.15
|
|
Registration Rights Agreement dated as of August 20, 2012, by and between AMP Holding Inc. and Kodiak Capital Group, LLC (22)
|
10.16
|
|
Letter Agreement by and between AMP Holding Inc. and Martin J. Rucidlo dated August 24, 2012 (23)
|
10.17
|
|
Release and Settlement Agreement by and between ESG Automotive, Inc., AMP Holding Inc. and AMP Electric Vehicles Inc. (25)
|
10.18
|
|
Conversion Agreement by and between AMP Holding Inc. and an accredited investor dated February 21, 2013 (27)
|
10.19
|
|
Asset Purchase Agreement by and between Workhorse Custom Chassis, LLC, as Seller, and AMP Trucks Inc., as Buyer dated as of March 4, 2013 (28)
|
10.20
|
|
Amendment No. 1 to the Asset Purchase Agreement by and between Workhorse Custom Chassis, LLC, as Seller, and AMP Trucks Inc., as Buyer dated as of March 13, 2013 (29)
|
10.21
|
|
Agreement for a Member of the Board of Business Advisors by and between AMP Holding Inc. and William B. Richardson III dated March 19, 2013 (30)
|
16.1
|
|
Letter from Schumacher & Associates, Inc. (5)
|
|
||
21.1
|
|
List of Subsidiaries (31)
|
|
||
23.1
|
|
Consent of Clark, Schaefer, Hackett & Co. (31)
|
|
||
|
||
EX-101.INS
|
|
XBRL INSTANCE DOCUMENT
|
|
||
EX-101.SCH
|
|
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
|
|
||
EX-101.CAL
|
|
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
|
|
||
EX-101.DEF
|
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
|
|
||
EX-101.LAB
|
|
XBRL TAXONOMY EXTENSION LABELS LINKBASE
|
|
||
EX-101.PRE
|
|
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
|
(1)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 4, 2010.
|
(2)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 4, 2010.
|
(3)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 4, 2010.
|
(4)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 17, 2010.
|
(5)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 18, 2010.
|
(6)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 25, 2010.
|
(7)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 25, 2010.
|
(8)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 27, 2010.
|
(9)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 10, 2010.
|
(10)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 19, 2010.
|
(11)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 6, 2010.
|
(12)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 13, 2010.
|
(13)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 14, 2011.
|
(14)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2011.
|
(15)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 12, 2011.
|
(16)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 1, 2011.
|
(17)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 4, 2011.
|
(18)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 28, 2012.
|
(19)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 19, 2012.
|
(20)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 25, 2012.
|
(21)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 11, 2012.
|
(22)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 24, 2012.
|
(23)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 30, 2012.
|
(24)
|
Incorporated by reference to the Form 10-Q Current Report filed with the Securities and Exchange Commission on November 15, 2012.
|
(25)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 11, 2013.
|
(26)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 5, 2013.
|
(27)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 28, 2013.
|
(28)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 6, 2013.
|
(29)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 15, 2013.
|
(30)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 19, 2013.
|
(31)
|
Incorporated by reference to the Form 10-K Current Report filed with the Securities and Exchange Commission on April 12, 2013.
|
AMP HOLDING INC.
|
|||
Dated: August 19, 2013
|
By:
|
/s/ Stephen S. Burns
|
|
Name: Stephen S. Burns
|
|||
Title: Chief Executive Officer (Principal Executive Officer)
|
|||
Dated: August 19, 2013
|
By:
|
/s/ Richard J. Calme
|
|
Name: Richard J. Calme
|
|||
Title: Interim Chief Financial Officer (Principal Financial and Accounting Officer)
|
Date: August 19, 2013
|
/s/Stephen S. Burns |
|
Stephen S. Burns,
|
||
Chief Executive Officer
(Principal Executive Officer)
|
Date: August 19, 2013
|
/s/ Richard J. Calme |
|
Richard J. Calme,
|
||
Interim Chief Financial Officer
(Principal Financial Officer)
|
Date: August 19, 2013
|
/s/Stephen S. Burns |
|
Stephen S. Burns,
|
||
Chief Executive Officer
(Principal Executive Officer)
|
||
Date: August 19, 2013
|
/s/ Richard J. Calme |
|
Richard J. Calme,
|
||
Interim Chief Financial Officer
(Principal Financial Officer)
|
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES (Policies)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Development stage company | Development stage company
Based on the Company's business plan, it is a development stage company since planned principal operations resulting in revenue have not fully commenced. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply to developing enterprises. As a development stage enterprise, the Company discloses its retained earnings (or deficit accumulated) during the development stage and the cumulative statements of operations and cash flows from commencement of development stage to the current balance sheet date. The development stage began in 2007 when the Company was organized. |
Basis of presentation | Basis of presentation
The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited revenues and has negative working capital and stockholders’ deficits. During 2012 and 2013 the lack of liquidity delayed the Company from paying its employees their full salaries. Employee layoffs have occurred and additional layoffs are considered as a means of conserving cash. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.
In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.
The Company has continued to raise capital. Management believes the proceeds from these offerings, future offerings, and the Company’s anticipated revenue provides an opportunity to continue as a going concern. If additional funding is required, the Company plans to obtain working capital from either debt or equity financing from the sale of common, preferred stock, and/or convertible debentures. Obtaining such working capital is not assured.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
Certain reclassifications were made to the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operation or stockholders’ equity (deficit). |
Financial instruments | Financial instruments
The carrying amounts of financial instruments including cash, accounts receivable, inventory, cash overdraft, accounts payable and short-term debt approximate fair value because of the relatively short maturity of these instruments. |
Inventory | Inventory
Inventory is stated at the lower of cost or market. |
Property and depreciation | Property and depreciation
Property and equipment is recorded at cost. Major renewals and improvements are capitalized while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. When property and equipment is retired or otherwise disposed of, a gain or loss is realized for the difference between the net book value of the asset and the proceeds realized thereon. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives
Buildings: 15 - 30 years
Leasehold improvements: 7 years
Software: 3 - 6 years
Equipment: 5 years
Vehicles and prototypes: 3 - 5 years |
Capital stock | Capital stock
On April 22, 2010 the directors of the Company approved a forward stock split of the common stock of the Company on a 14:1 basis. On May 12, 2010 the stockholders of the Company voted to approve the amendment of the certificate of incorporation resulting in a decrease of the number of shares of Common stock. The Company filed a 14c definitive information statement with the Securities and Exchange Commission and mailed the same to its shareholders. Management filed the certificate of amendment decreasing the authorized shares of common stock with the State of Nevada on September 8, 2010.
The capital stock of the Company is as follows:
Preferred Stock - The Company has authorized 75,000,000 shares of preferred stock with a par value of $.001 per share. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors. The Series A Stock is convertible, at any time at the option of the holder, into common shares of the Company based on a conversion price of $0.336 per share. The holders of the Series A Stock are not entitled to convert the Series A Stock and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Series A Stock has voting rights on an as converted basis, does not pay dividends, and does not provide any liquidation rights.
Common Stock - The Company has authorized 250,000,000 shares of common stock with a par value of $.001 per share. |
Revenue recognition / customer deposits | Revenue recognition / customer deposits
It is the Company's policy that revenues will be recognized in accordance with SEC Staff Bulletin (SAB) No. 104, "Revenue Recognition". Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured. Customer deposits include monies from customers to reserve a production slot for conversion of an OEM power train to the AMP all electric power train. The final retail price and delivery date are yet to be determined. Customer deposits are subject to a full refund at the request of the customer. |
Advertising | Advertising
Advertising and public relation costs are charged to operations when incurred. Advertising and public relation expense was approximately $7,028 and $23,276 for the three months ended June 30, 2013 and 2012, respectively, $41,763 and $58,418 for the six months ended June 30, 2013 and 2012, respectively, and $1,308,143 for the period from inception to June 30, 2013 consisting primarily of consulting fees and travel and related expenses for attendance at car shows and industry expositions. |
Income taxes | Income taxes
With the consent of its shareholders, at the date of inception, AMP elected under the Internal Revenue Code to be taxed as an S corporation. Since shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income, an S corporation is generally not subject to either federal or state income taxes at the corporate level. On December 28, 2009 pursuant to the merger transaction the Company revoked its election to be taxed as an S-corporation.
As no taxable income has occurred from the date of this merger to June 30, 2013 cumulative deferred tax assets of approximately $5,712,000 are fully reserved, and no provision or liability for federal or state income taxes has been included in the financial statements. Net operating losses of approximately $3,600,000 are available for carryover to be used against taxable income generated through 2030, net operating losses of approximately $6,700,000 are available for carryover to be used against taxable income generated through 2031, net operating losses of approximately $3,900,000 are available for carryover to be used against taxable income generated through 2032, and net operating losses of approximately $2,600,000 are available for carryover to be used against taxable income generated through 2033. The Company had not filed income tax returns during its period as a shell company |
Uncertain tax positions | Uncertain tax positions
The Company adopted the provisions of Accounting for Uncertainty in Income Taxes. Those provisions clarify the accounting and recognition for income tax positions taken or expected to be taken in the Company’s income tax returns. The Company’s income tax filings are subject to audit by various taxing authorities. The years of filings open to these authorities and available for audit are 2010 - 2012. The Company's policy with regard to interest and penalties is to recognize interest through interest expense and penalties through other expense. No interest or penalties with regard to income tax filings were incurred in 2013 or 2012, or since the period of inception, February 20, 2007. In evaluating the Company’s tax provisions and accruals, future taxable income, and the reversal of temporary differences, interpretations and tax planning strategies are considered. The Company believes their estimates are appropriate based on current facts and circumstances. |
Research and development costs | Research and development costs
The Company expenses research and development costs as they are incurred. Research and development expense incurred was approximately $486,000 and $535,000 for the three months ended June 30, 2013, and 2012, respectively, and $981,000 and $1,176,000 for the six months ended June 30, 2013 and 2012, respectively and $12,672,000 for the period from inception to June 30, 2013, consisting of payroll, payroll taxes, consulting, motors, batteries, supplies, parts and small tools. |
Basic and diluted loss per share | Basic and diluted loss per share
Basic loss per share is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. For all periods, all of the Company’s common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company’s net losses. |
Stock based compensation | Stock based compensation
The Company accounts for its stock based compensation in accordance with “Share-Based Payments” (codified in FASB ASC Topic 718 and 505). The Company recognizes in its statement of operations the grant-date fair value of stock options and warrants issued to employees and non-employees. The fair value is estimated on the date of grant using a lattice-based valuation model that uses assumptions concerning expected volatility, expected term, and the expected risk-free rate of return. For the awards granted, the expected volatility was estimated by management as 50% based on a range of forecasted results. The expected term of the awards granted was assumed to be the contract life of the option or warrant (one, two, three, five or ten years as determined in the specific arrangement). The risk-free rate of return was based on market yields in effect on the date of each grant for United States Treasury debt securities with a maturity equal to the expected term of the award. |
Related party transactions | Related party transactions
Certain stockholders and stockholder family members have advanced funds or performed services for the Company. These services are believed to be at market rates for similar services from non-related parties. Related party accounts payable are segregated in the balance sheet. An experimental vehicle was sold to a stockholder in 2012 for $50,000 and in 2010 for $25,000, which also approximates the selling price to non-related parties. |
Subsequent events | Subsequent events
The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements.
On July 1, 2013, the Company settled outstanding invoices for legal services totaling $10,000 by issuing 27,062 shares of common stock at a cost basis of $0.3695 per share.
On July 31, 2013, 25,000 shares of common stock were issued at a cost basis of $0.4005 per share to compensate a sales and marketing consultant for services performed during July.
On August 15, 2013, with an effective date of August 7, 2013, the Company entered into an Employment Agreement with Julio C. Rodriguez to become Chief Financial Officer (CFO). As part of his compensation package Mr. Rodriguez received stock options for 300,000 shares vesting over a two year period. |
Consolidated Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | 76 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
|
Income Statement [Abstract] | |||||
Sales | $ 222,098 | $ 222,098 | $ 602,840 | ||
Expenses: | |||||
Payroll and payroll taxes | 391,693 | 398,223 | 731,860 | 949,145 | 8,058,706 |
Employee benefits | 40,136 | 42,243 | 69,439 | 86,860 | 722,682 |
Stock based compensation | 810,411 | 66,894 | 1,140,527 | 219,926 | 4,936,990 |
Batteries and motors and supplies | 72,084 | 130,220 | 225,816 | 123,507 | 2,961,372 |
Legal and professional | 135,803 | 42,520 | 284,732 | 154,158 | 2,425,486 |
Advertising | 7,028 | 23,276 | 41,763 | 58,418 | 1,308,143 |
Consulting | 349,700 | 12,289 | 675,171 | 74,468 | 1,778,576 |
Travel and entertainment | 28,373 | 19,169 | 45,232 | 48,906 | 529,936 |
Rent | 36,694 | 38,625 | 76,388 | 76,972 | 528,386 |
Insurance | 27,253 | 20,426 | 65,103 | 37,753 | 450,722 |
Vehicles, development and testing | 2,700 | 35,600 | 57,786 | 357,801 | |
Depreciation | 101,493 | 16,682 | 116,664 | 32,885 | 409,671 |
Interest and bank fees | 75,356 | 61,402 | 103,995 | 85,871 | 361,322 |
Engineering, temporary labor | 2,457 | 4,309 | 870 | 255,595 | |
Facilities, repairs & maintenance | 45,755 | 6,673 | 79,395 | 12,715 | 283,978 |
Utilities | 31,226 | 8,514 | 44,975 | 18,863 | 179,930 |
Loss on sale of assets | 27,544 | ||||
Other | 4,242 | 6,969 | 5,142 | 15,754 | 143,369 |
Expenses, Total | 2,162,404 | 894,125 | 3,746,111 | 2,054,857 | 25,720,209 |
Net loss during the development stage | $ (2,162,404) | $ (672,027) | $ (3,746,111) | $ (1,832,759) | $ (25,117,369) |
Basic and diluted loss per share | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.05) | $ (0.87) |
Weighted average number of common shares outstanding | 78,504,998 | 38,912,165 | 69,418,138 | 38,838,960 | 28,786,243 |
ACQUISITION
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
ACQUISITION |
On March 13, 2013 the Company acquired the operating assets of Workhorse Custom Chassis, LLC, an unrelated company located in Union City, Indiana. The following summarizes the consideration paid, and the components of the purchase price and the related allocation of assets acquired and liabilities assumed.
Valuation methods used for the identifiable assets acquired in the acquisition make use of fair value measurements based on unobservable inputs and reliance on management’s assumptions that similar market participants would use in pricing the assets. As such, the fair value measurements represent a Level 3 input. |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES (Detail Textuals) (USD $)
|
1 Months Ended | |
---|---|---|
Sep. 18, 2008
|
Dec. 31, 2007
Shareholder
|
|
Schedule Of Significant Accounting Principles [Line Items] | ||
Amount Raise by subscriptions of common stock | $ 50,000 | $ 3,100 |
Subscriptions for aggregate shares of common stock | 200,000 | |
Offering costs of common stock shares | $ 46,234 |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES (Tables)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Schedule of estimated useful lives | Buildings: 15 - 30 years Leasehold improvements: 7 years Software: 3 - 6 years Equipment: 5 years Vehicles and prototypes: 3 - 5 years |
STOCK BASED COMPENSATION (Detail Textuals 2) (USD $)
|
1 Months Ended | 3 Months Ended | 6 Months Ended | 76 Months Ended | 1 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | 76 Months Ended | |||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 18, 2008
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Nov. 30, 2012
Warrant
Accredited investors
|
May 31, 2013
Warrant
Accredited investors
|
Jun. 30, 2013
Warrant
Accredited investors
|
Dec. 31, 2012
Warrant
Accredited investors
|
Dec. 31, 2011
Warrant
Accredited investors
|
Dec. 31, 2010
Warrant
Accredited investors
|
Jun. 30, 2013
Warrant
Accredited investors
|
Aug. 31, 2012
Warrant
Accredited investors
|
|
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of shares sold to investor | 200,000 | 10 | ||||||||||||
Common stock purchase warrants | 5 | |||||||||||||
Term of warrant exercisable | 3 years | 3 years | 3 years | 2 years | ||||||||||
Exercise price of warrants | 0.40 | 0.64 | 0.80 | 0.64 | 0.25 | |||||||||
Cost of modification | $ 112 | |||||||||||||
Previous exercise price of warrants | 0.50 | |||||||||||||
Cost of reduction in exercise price of warrants | 20,795 | |||||||||||||
Stock based compensation | $ 810,411 | $ 66,894 | $ 1,140,527 | $ 219,926 | $ 4,936,990 | $ 537,489 | $ 20,907 | $ 546,824 | $ 86,350 | $ 1,191,570 |
LEASE OBLIGATION - Summary of aggregate maturities of lease obligations (Details) (USD $)
|
Jun. 30, 2013
|
---|---|
Leases [Abstract] | |
2013 | $ 74,488 |
2014 | 152,312 |
2015 | 156,881 |
2016 | 161,588 |
2017 | 166,436 |
2018 | 127,614 |
Aggregate maturities of lease obligations, Total | $ 839,319 |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES (Detail Textuals 3) (USD $)
|
1 Months Ended | ||
---|---|---|---|
Apr. 22, 2010
|
Jun. 30, 2013
|
Dec. 31, 2012
|
|
Forward stock split | 14:1 | ||
Number of authorized shares of preferred stock | 75,000,000 | 75,000,000 | |
Series A preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Number of authorized shares of common stock | 250,000,000 | 250,000,000 | |
Common stock, par value ( in dollars per share) | $ 0.001 | $ 0.001 | |
Series A Preferred Stock
|
|||
Conversion price per share (in dollars per share) | $ 0.336 | ||
Percentage of conversion or exercise shares of common stock held | 4.99% |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES (Detail Textuals 2)
|
Mar. 31, 2013
acre
sqft
Dealer
|
---|---|
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Number of dealers | 440 |
Area of facilities covered (in sq ft) | 250,000 |
Area of land (in acres) | 48 |
STOCK BASED COMPENSATION (Detail Textuals) (USD $)
|
3 Months Ended | 6 Months Ended | 76 Months Ended | 6 Months Ended | 12 Months Ended | 76 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2013
Stock Options
Incentive Stock Plan 2013, 2012, 2011 and 2010 (the plans)
Directors, officers and employees
|
Dec. 31, 2012
Stock Options
Incentive Stock Plan 2013, 2012, 2011 and 2010 (the plans)
Directors, officers and employees
|
Dec. 31, 2011
Stock Options
Incentive Stock Plan 2013, 2012, 2011 and 2010 (the plans)
Directors, officers and employees
|
Dec. 31, 2010
Stock Options
Incentive Stock Plan 2013, 2012, 2011 and 2010 (the plans)
Directors, officers and employees
|
Jun. 30, 2013
Stock Options
Incentive Stock Plan 2013, 2012, 2011 and 2010 (the plans)
Directors, officers and employees
|
Jun. 30, 2013
Stock Options
Incentive Stock Plan 2013, 2012, 2011 and 2010 (the plans)
Directors, officers and employees
Minimum
|
Jun. 30, 2013
Stock Options
Incentive Stock Plan 2013, 2012, 2011 and 2010 (the plans)
Directors, officers and employees
Maximum
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized | 11,000,000 | 11,000,000 | ||||||||||
Percentage of fair market value granted | 110.00% | |||||||||||
Percentage of fair market value non-qualified stock options granted | 85.00% | |||||||||||
Term of fair market value of options granted | 3 years | 5 years | ||||||||||
Fair market value granted of stock options granted after one year | 2 years | |||||||||||
Stock based compensation | $ 810,411 | $ 66,894 | $ 1,140,527 | $ 219,926 | $ 4,936,990 | $ 476,226 | $ 325,673 | $ 855,246 | $ 588,201 | $ 2,263,086 | ||
Unrecognized compensation expense | $ 192,620 | $ 192,620 | ||||||||||
Recognized period for non-vested warrants granted to consultants anticipated | 44 months |
LONG-TERM DEBT (Detail Textuals) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Debt Instrument [Line Items] | |
Payments to escrow account | $ 22,900 |
Incentive payment to 30 employees by October 31, 2013
|
|
Debt Instrument [Line Items] | |
Number of employees | 30 |
Payroll of employees | 135,000 |
Incentive payment to 40 employee by July 31, 2014
|
|
Debt Instrument [Line Items] | |
Number of employees | 40 |
Payroll of employees | 175,000 |
Incentive payment to 40 employee thereafter
|
|
Debt Instrument [Line Items] | |
Number of employees | 40 |
Payroll of employees | $ 175,000 |
LEASE OBLIGATION (Detail Textuals 1) (USD $)
|
3 Months Ended | 6 Months Ended | 76 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
May 31, 2012
Office Space
|
Jan. 31, 2012
Two Apartments
|
Sep. 30, 2011
Operating Facilities
|
Nov. 30, 2009
Leased office or warehouse space
|
|
Operating Leased Assets [Line Items] | |||||||||
Monthly rent | $ 1,000 | $ 2,200 | $ 8,500 | $ 1,650 | |||||
Total rent expense | $ 36,694 | $ 38,625 | $ 76,388 | $ 76,972 | $ 528,386 |
STOCK BASED COMPENSATION (Detail Textuals 3) (USD $)
|
3 Months Ended | 6 Months Ended | 76 Months Ended | 6 Months Ended | 12 Months Ended | 76 Months Ended | ||||
---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2013
Warrant
Placement agent and consultants
|
Dec. 31, 2012
Warrant
Placement agent and consultants
|
Dec. 31, 2011
Warrant
Placement agent and consultants
|
Dec. 31, 2010
Warrant
Placement agent and consultants
|
Jun. 30, 2013
Warrant
Placement agent and consultants
|
|
Class of Warrant or Right [Line Items] | ||||||||||
Term of warrant exercisable | 5 years | |||||||||
Stock based compensation | $ 810,411 | $ 66,894 | $ 1,140,527 | $ 219,926 | $ 4,936,990 | $ 0 | $ 64,936 | $ 373,876 | $ 497,528 | $ 936,340 |
Unrecognized compensation expense | $ 82,500 | $ 82,500 | ||||||||
Recognized period for non-vested warrants granted to consultants anticipated | 26 months |
LONG-TERM DEBT - Summary of Long term debt (Details) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Debt Instrument [Line Items] | ||
Long-term debt | $ 2,801,953 | $ 592,942 |
Less current portion | 392,355 | 230,756 |
Long-term debt | 2,409,598 | 362,186 |
Secured debenture payable to Workhorse Custom Chassis due on March 2016
|
||
Debt Instrument [Line Items] | ||
Long-term debt | 2,250,000 | |
Notes payable to banks due on August 2015
|
||
Debt Instrument [Line Items] | ||
Long-term debt | 15,386 | 18,761 |
Notes payable to vendor due on December 2014
|
||
Debt Instrument [Line Items] | ||
Long-term debt | 7,431 | 10,545 |
Notes payable to city of Loveland due on October 2016
|
||
Debt Instrument [Line Items] | ||
Long-term debt | 50,000 | 50,000 |
Unsecured notes payable to vendor due on March 2014
|
||
Debt Instrument [Line Items] | ||
Long-term debt | 258,736 | 281,236 |
Unsecured notes payable to vendor due on December 2014
|
||
Debt Instrument [Line Items] | ||
Long-term debt | $ 220,400 | $ 232,400 |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES (Detail Textuals 1) (Share Exchange Agreement, Amp Electric Vehicles Inc)
|
1 Months Ended |
---|---|
Dec. 28, 2009
|
|
Share Exchange Agreement | Amp Electric Vehicles Inc
|
|
Business Acquisition [Line Items] | |
Percentage of outstanding securities acquired | 100.00% |
Number of outstanding securities in exchange of common stock | 14,890,904 |
Consolidated Statements of Stockholders' Equity (Deficit) (Parentheticals) (USD $)
|
Jun. 30, 2013
|
May 31, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Nov. 30, 2012
|
Oct. 31, 2012
|
Sep. 30, 2012
|
Aug. 31, 2012
|
Mar. 31, 2012
|
Dec. 31, 2010
|
Oct. 31, 2008
|
Jun. 30, 2007
|
Feb. 28, 2007
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Statement Of Stockholders' Equity [Abstract] | |||||||||||||
Common stock issuances consideration of vehicles at fair value | $ 30,884 | $ 30,400 | |||||||||||
Common stock issuance as consideration of vehicles on cash | 69,116 | 69,600 | |||||||||||
Consulting services accepted as consideration for issuance of common stock | 119,075 | 126,000 | 302,500 | 203,000 | 55,000 | 60,000 | 87,000 | 50,000 | |||||
Investment agreement fees valued | 375,000 | ||||||||||||
Legal services valued | $ 15,000 | $ 40,000 | $ 25,000 | $ 15,000 | $ 40,000 |
Consolidated Statements of Cash Flows (Unaudited) - (Parentheticals) (USD $)
|
0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 70 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2007
|
Feb. 28, 2013
|
Nov. 30, 2012
|
Oct. 31, 2012
|
Sep. 30, 2012
|
Aug. 31, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Sep. 30, 2010
|
Mar. 31, 2010
|
Oct. 31, 2008
|
Mar. 31, 2013
|
Jun. 30, 2013
|
Dec. 31, 2012
|
|
Supplemental disclosure of non-cash activities: | |||||||||||||||
Vehicles valued contributed as consideration for issuance of common stock | $ 61,284 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Consulting services valued as consideration for issuance of common stock | 55,000 | 60,000 | 87,000 | 50,000 | 302,500 | 119,075 | 203,000 | ||||||||
Note payable converted | 100,000 | 10,000 | |||||||||||||
Note payable converted (in shares) | 500,000 | 29,750 | |||||||||||||
Vehicle valued acquired through bank financing | 33,427 | ||||||||||||||
Legal services as consideration for issuance of common stock | 0 | 0 | 15,000 | 0 | 40,000 | 0 | 0 | 0 | 0 | 0 | 0 | 40,000 | 15,000 | 25,000 | |
Equipment valued | 0 | 0 | 14,937 | 0 | 0 | ||||||||||
Detachable warrants associated with convertible debentures value | 91,493 | ||||||||||||||
Investment agreement fees | 375,000 | ||||||||||||||
Conversion of debentures to common stock | 1,939,250 | ||||||||||||||
Conversion of interest to common stock | 106,164 | ||||||||||||||
Conversion of debentures and interest (in shares) | 10,227,070 | ||||||||||||||
Conversion of accounts payable to notes payable | $ 513,636 |
LONG-TERM DEBT
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LONG-TERM DEBT |
Aggregate maturities of long-term debt are as follows:
The note payable to the City of Loveland contains job creation incentives whereby each annual payment may be forgiven by the City upon the Company meeting minimum job creation benchmarks. This loan agreement amended the incentives to 30 full time employees within the City of Loveland with payroll totaling $135,000 by October 31, 2013 and 40 employees with payroll totaling $175,000 by July 31, 2014, continuing with an average of 40 employees with payroll totaling $175,000 thereafter. The proceeds from this loan were to be used for qualified disbursements only, and the Company has been notified it did not meet the requirements for qualified disbursements and for forgiveness of the 2012 principal and interest payment, which is past due. In 2013 the Company made payments to an escrow account totaling $22,900. |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
|||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES |
The following accounting principles and practices are set forth to facilitate the understanding of data presented in the financial statements: Nature of operations AMP Holding Inc., formerly known as Title Starts Online, Inc. (the Company), incorporated in the State of Nevada in 2007 with $3,100 of capital from the issuance of common shares to the founding shareholder. On August 11, 2008 the Company received a Notice of Effectiveness from the U.S. Securities and Exchange Commission, and on September 18, 2008, the Company closed a public offering in which it accepted subscriptions for an aggregate of 200,000 shares of its common stock, raising $50,000 less offering costs of $46,234. With this limited capital the Company did not commence operations and remained a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). On December 28, 2009, the Company entered into and closed a Share Exchange Agreement with the Shareholders of Advanced Mechanical Products, Inc. (n/k/a AMP Electric Vehicles, Inc.) (AMP) pursuant to which the Company acquired 100% of the outstanding securities of AMP in exchange for 14,890,904 shares of the Company’s common stock. Considering that, following the merger, the AMP Shareholders control the majority of the outstanding voting common stock of the Company, and effectively succeeded the Company’s otherwise minimal operations to those that are AMP. AMP is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered and accounted for as a capital transaction in substance; it is equivalent to the issuance of AMP securities for net monetary assets of the Company, which are deminimus, accompanied by a recapitalization. Accordingly, goodwill or other intangible assets have not been recognized in connection with this reverse merger transaction. AMP is the surviving entity and the historical financials following the reverse merger transaction will be those of AMP. The Company was a shell company immediately prior to the acquisition of AMP pursuant to the terms of the Share Exchange Agreement. As a result of such acquisition, the Company operations are now focused on the design, marketing and sale of modified vehicles with an all-electric power train and battery systems. Consequently, we believe that acquisition has caused the Company to cease to be a shell company as it now has operations. The Company formally changed its name to AMP Holding Inc. on May 24, 2010. Since the acquisition, the Company has devoted the majority of its resources to the development of an all-electric drive system capable of moving heavy large vehicles ranging from full size SUV’s up to and including Medium Duty Commercial trucks. Additionally, in February, 2013 AMP Holding Inc. formed a new wholly owned subsidiary, AMP Trucks Inc., an Indiana corporation. On March 13, 2013 AMP Trucks Inc. closed on the acquisition of an asset purchase of Workhorse Custom Chassis, LLC. The assets included in this transaction include: The Workhorse brand, access to the dealer network of 440 dealers nationwide, intellectual property, and all physical assets which include the approximately 250,000 sq. ft. of facilities on 48 acres of land in Union City, Indiana. This acquisition allows AMP Holding Inc. the position as a medium duty OEM capable of producing new chassis with electric, propane, compressed natural gas, and hybrid configurations, as well as gasoline drive systems. Revenues since the inception of the Company, February 20, 2007, through the date of these financial statements have not been significant and consist of customer vehicle conversions and sales of converted experimental vehicles. Development stage company Based on the Company's business plan, it is a development stage company since planned principal operations resulting in revenue have not fully commenced. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply to developing enterprises. As a development stage enterprise, the Company discloses its retained earnings (or deficit accumulated) during the development stage and the cumulative
statements of operations and
cash flows from commencement of development stage to the current balance sheet date. The development stage began in 2007 when the Company was organized. Basis of presentation The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has limited revenues and has negative working capital and stockholders’ deficits. During 2012 and 2013 the lack of liquidity delayed the Company from paying its employees their full salaries. Employee layoffs have occurred and additional layoffs are considered as a means of conserving cash. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern. The Company has continued to raise capital. Management believes the proceeds from these offerings, future offerings, and the Company’s anticipated revenue provides an opportunity to continue as a going concern. If additional funding is required, the Company plans to obtain working capital from either debt or equity financing from the sale of common, preferred stock, and/or convertible debentures. Obtaining such working capital is not assured. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Certain reclassifications were made to the prior year financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operation or stockholders’ equity (deficit). Financial instruments The carrying amounts of financial instruments including cash, accounts receivable, inventory, cash overdraft, accounts payable and short-term debt approximate fair value because of the relatively short maturity of these instruments. Inventory Inventory is stated at the lower of cost or market. Property and depreciation Property and equipment is recorded at cost. Major renewals and improvements are capitalized while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed. When property and equipment is retired or otherwise disposed of, a gain or loss is realized for the difference between the net book value of the asset and the proceeds realized thereon. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Buildings: 15 - 30 years Leasehold improvements: 7 years Software: 3 - 6
years Equipment: 5 years Vehicles and prototypes: 3 - 5 years Capital stock On April 22, 2010 the directors of the Company approved a forward stock split of the common stock of the Company on a 14:1 basis. On May 12, 2010 the stockholders of the Company voted to approve the amendment of the certificate of incorporation resulting in a decrease of the number of shares of Common stock. The Company filed a 14c definitive information statement with the Securities and Exchange Commission and mailed the same to its shareholders. Management filed the certificate of amendment decreasing the authorized shares of common stock with the State of Nevada on September 8, 2010. The capital stock of the Company is as follows: Preferred Stock - The Company has authorized 75,000,000 shares of preferred stock with a par value of $.001 per share. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors. The Series A Stock is convertible, at any time at the option of the holder, into common shares of the Company based on a conversion price of $0.336 per share. The holders of the Series A Stock are not entitled to convert the Series A Stock and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Series A Stock has voting rights on an as converted basis, does not pay dividends, and does not provide any liquidation rights. Common Stock - The Company has authorized 250,000,000 shares of common stock with a par value of $.001 per share. Revenue recognition / customer deposits It is the Company's policy that revenues will be recognized in accordance with SEC Staff Bulletin (SAB) No. 104, "Revenue Recognition". Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured. Customer deposits include monies from customers to reserve a production slot for conversion of an OEM power train to the AMP all electric power train. The final retail price and delivery date are yet to be determined. Customer deposits are subject to a full refund at the request of the customer. Advertising Advertising and public relation costs are charged to operations when incurred. Advertising and public relation expense was approximately $7,028 and $23,276 for the three months ended June 30, 2013 and 2012, respectively, $41,763 and $58,418 for the six months ended June 30, 2013 and 2012, respectively, and $1,308,143 for the period from inception to June 30, 2013 consisting primarily of consulting fees and travel and related expenses for attendance at car shows and industry expositions. Income taxes With the consent of its shareholders, at the date of inception, AMP elected under the Internal Revenue Code to be taxed as an S corporation. Since shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income, an S corporation is generally not subject to either federal or state income taxes at the corporate level. On December 28, 2009 pursuant to the merger transaction the Company revoked its election to be taxed as an S-corporation. As no taxable income has occurred from the date of this merger to June 30, 2013 cumulative deferred tax assets of approximately $5,712,000 are fully reserved, and no provision or liability for federal or state income taxes has been included in the financial statements. Net operating losses of approximately $3,600,000 are available for carryover to be used against taxable income generated through 2030, net operating losses of approximately $6,700,000 are available for carryover to be used against taxable income generated through 2031, net operating losses of approximately $3,900,000 are available for carryover to be used against taxable income generated through 2032, and net operating losses of approximately $2,600,000 are available for carryover to be used against taxable income generated through 2033. The Company had not filed income tax returns during its period as a shell company. Uncertain tax positions The Company adopted the provisions of Accounting for Uncertainty in Income Taxes. Those provisions clarify the accounting and recognition for income tax positions taken or expected to be taken in the Company’s income tax returns. The Company’s income tax filings are subject to audit by various taxing authorities. The years of filings open to these authorities and available for audit are 2010 - 2012. The Company's policy with regard to interest and penalties is to recognize interest through interest expense and penalties through other expense. No interest or penalties with regard to income tax filings were incurred in 2013 or 2012, or since the period of inception, February 20, 2007. In evaluating the Company’s tax provisions and accruals, future taxable income, and the reversal of temporary differences, interpretations and tax planning strategies are considered. The Company believes their estimates are appropriate based on current facts and circumstances. Research and development costs The Company expenses research and development costs as they are incurred. Research and development expense incurred was approximately $486,000 and $535,000 for the three months ended June 30, 2013, and 2012, respectively, and $981,000 and $1,176,000 for the six months ended June 30, 2013 and 2012, respectively and $12,672,000 for the period from inception to June 30, 2013, consisting of payroll, payroll taxes, consulting, motors, batteries, supplies, parts and small tools. Basic and diluted loss per share Basic loss per share is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. For all periods, all of the Company’s common stock equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company’s net losses. Stock based compensation The Company accounts for its stock based compensation in accordance with “Share-Based Payments” (codified in FASB ASC Topic 718 and 505). The Company recognizes in its statement of operations the grant-date fair value of stock options and warrants issued to employees and non-employees. The fair value is estimated on the date of grant using a lattice-based valuation model that uses assumptions concerning expected volatility, expected term, and the expected risk-free rate of return. For the awards granted, the expected volatility was estimated by management as 50% based on a range of forecasted results. The expected term of the awards granted was assumed to be the contract life of the option or warrant (one, two, three, five or ten years as determined in the specific arrangement). The risk-free rate of return was based on market yields in effect on the date of each grant for United States Treasury debt securities with a maturity equal to the expected term of the award. Related party transactions Certain stockholders and stockholder family members have advanced funds or performed services for the Company. These services are believed to be at market rates for similar services from non-related parties. Related party accounts payable are segregated in the balance sheet. An experimental
vehicle was sold to a stockholder in 2012 for $50,000 and in 2010 for $25,000, which also approximates the
selling price to non-related parties. Subsequent events The Company evaluates events and transactions occurring subsequent to the date of the financial statements for matters requiring recognition or disclosure in the financial statements. On July 1, 2013, the Company settled outstanding invoices for legal services totaling $10,000 by issuing 27,062 shares of common stock at a cost basis of $0.3695 per share. On July 31, 2013, 25,000 shares of common stock were issued at a cost basis of $0.4005 per share to compensate a sales and marketing consultant for services performed during July. On August 15, 2013, with an effective date of August 7, 2013, the Company entered into an Employment Agreement with Julio C. Rodriguez to become Chief Financial Officer (CFO). As part of his compensation package Mr. Rodriguez received stock options for 300,000 shares vesting over a two year period. |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINICPLES (Detail Textuals 4) (USD $)
|
3 Months Ended | 6 Months Ended | 76 Months Ended | ||||
---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Dec. 31, 2012
|
Dec. 31, 2010
|
|
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |||||||
Advertising and public relation expense | $ 7,028 | $ 23,276 | $ 41,763 | $ 58,418 | $ 1,308,143 | ||
Cumulative deferred tax assets | 5,712,000 | 5,712,000 | 5,712,000 | ||||
Net operating losses available for 2030 | 3,600,000 | 3,600,000 | 3,600,000 | ||||
Net operating losses available for 2031 | 6,700,000 | 6,700,000 | 6,700,000 | ||||
Net operating losses available for 2032 | 3,900,000 | 3,900,000 | 3,900,000 | ||||
Net operating losses available for 2033 | 2,600,000 | 2,600,000 | 2,600,000 | ||||
Research and development expense | 486,000 | 535,000 | 981,000 | 1,176,000 | 12,672,000 | ||
Expected volatility rate of stock | 50.00% | 50.00% | 50.00% | ||||
Vehicle sold to stockholder | $ 50,000 | $ 25,000 |
SHAREHOLDER AND RELATED PARTY ADVANCES (Detail Textuals) (USD $)
|
12 Months Ended | 1 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
Unsecured loans
|
Jun. 30, 2012
2012 Notes
Common stock purchase warrants (the "2012 Warrants")
|
Nov. 30, 2009
Shareholder, director and officer
|
Dec. 31, 2012
Shareholder
|
Jun. 05, 2012
Shareholder
|
May 31, 2012
Shareholder
|
May 30, 2012
Shareholder
|
Oct. 31, 2011
Shareholder
|
Sep. 30, 2011
Shareholder
|
Sep. 30, 2012
Shareholder
Promissory notes
Maximum
|
Sep. 30, 2012
Shareholder
Promissory notes
Minimum
|
Dec. 31, 2012
Shareholders and related parties
|
|
Related Party Transaction [Line Items] | |||||||||||||
Advanced for working capital | $ 43,000 | $ 33,600 | $ 100,000 | $ 15,000 | $ 12,250 | $ 200,000 | $ 62,000 | $ 500,000 | |||||
Amount of advanced for working capital repaid | 18,600 | ||||||||||||
Amount of advanced for working capital remaining | 15,000 | ||||||||||||
Percentage of interest payable on maturity date | 10.00% | 3.00% | 10.00% | 10.00% | 6.00% | ||||||||
Amount of debt converted into 2012 Notes and 2012 Warrants | 389,250 | ||||||||||||
Part of proceeds of financing designated for repayment of note | $ 2,000,000 |