UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark one)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ____ to ____
Commission file number: 000-54568
GREEN BALLAST, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
45-1629984 (I.R.S. Employer Identification No.) |
2620 Thousand Oaks Blvd., Suite 4000 Memphis, Tennessee (Address of principal executive offices) |
38118 (Zip Code) |
(901) 260-4400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x | No ¨ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x | No ¨ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ | No x |
As of August 9, 2012, there were 101,038,400 shares of common stock outstanding.
Explanatory Note
Green Ballast, Inc. (the “Company”, “we”, “us” or “our”) is filing this Amendment No.1 on Form 10-Q/A (this “Amendment”) to amend our quarterly report on Form 10-Q for the period ended June 30, 2012, originally filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2012 (the “Original Filing”), solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Original Filing formatted in XBRL (eXtensible Business Reporting Language).
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are otherwise not subject to liability under those sections.
This Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 21, 2012
Green Ballast, Inc. | ||
By: | /s/ J. Kevin Adams | |
J. Kevin Adams Chief Executive Officer and President | ||
By: | /s/ William H. Bethell | |
William H. Bethell Chief Financial Officer |
PART II
OTHER INFORMATION
Item 6. Exhibits
___
Exhibit No. | Description |
Exhibit 10.1 | Loan Agreement dated April 16, 2012, between Green Ballast, Inc., Gemini Master Fund Ltd. and Green Ballast LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2012) |
Exhibit 10.2 | 12% Senior Secured Note date April 16, 2012, issued to Green Ballast LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 19, 2012) |
Exhibit 10.3 | 12% Senior Secured Note date April 16, 2012, issued to Gemini Master Fund, Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 19, 2012) |
Exhibit 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
Exhibit 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
Exhibit 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
Exhibit 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
Exhibit 99.1 | Green Ballast, Inc. CEO Letter to Shareholders, dated April 23, 2012 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on April 25, 2012) |
101.INS | XBRL Instance Document # |
101.SCH | XBRL Taxonomy Extension Schema Document # |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document # |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document # |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document # |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document # |
____________________________________________
* Previously filed as exhibit to Form 10-Q for the quarter ended June 30, 2012.
** Previously furnished as exhibit to Form 10-Q for the quarter ended June 30, 2012.
# Filed herewith
Going Concern
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
|||
Going Concern [Abstract] | |||
Going Concern [Text Block] |
The Company is in the development stage, has a working capital deficit and stockholders’ deficit of $743,984 and used $4,138,816 of cash in operations from inception. The Company has sustained operating losses since its inception. As a developmental stage enterprise, the Company is still in the process of developing and sufficiently executing its business plan to sustain financial viability. In addition, the Company may not have sufficient liquidity to meet its debt service requirements or to satisfy other financial obligations as they come due over the next 12 months. These issues raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. However there can be no assurance that such additional funding will occur or that the Company can implement its strategic plans. |
Basis of Presentation
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
|||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |||
Basis of Accounting [Text Block] |
The accompanying condensed unaudited financial statements of the Company have not been audited and have been prepared by management in accordance with accounting principles generally accepted in the United States of America.
In the opinion of management, these condensed unaudited financial statements reflect all of the normal and recurring adjustments necessary to present fairly the financial position at June 30, 2012 and December 31, 2011, the results of operations for the three and six months ended June 30, 2012 and for the period from inception of April 13, 2011 to June 30, 2011 and April 13, 2011 to June 30, 2012, and the cash flows for six months ended June 30, 2012 and for the period from inception of April 13, 2011 June 30, 2011 and April 13, 2011 to June 30, 2012, and the statement of stockholders’ deficit for the period from inception of April 13, 2011 to June 30, 2012.
Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to certain rules and regulations of the Securities and Exchange Commission. These condensed unaudited financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
The condensed unaudited financial statements have been prepared under Financial Accounting Standards Board Accounting Standards Codification 915, Development Stage Entities. A development stage enterprise is one in which planned principal operations have not commenced, or if its operations have commenced, there have been no significant revenues therefrom. As of June 30, 2012, the Company is a development stage enterprise since the Company has not generated significant revenue from the sale of its products from its inception on April 13, 2011 through June 30, 2012. The Company has principally been devoted to developing the next generation of ballasts, raising product awareness, and raising capital. |
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Description of Business
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
|||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |||
Nature of Operations [Text Block] |
Green Ballast, Inc. (the Company) was incorporated in the State of Delaware on April 13, 2011. The Company is headquartered in Memphis, Tennessee. The Company develops, markets, and distributes daylight harvesting and programmable ballasts for fluorescent fixtures, which incorporates energy efficient technology.
On April 15, 2011, the Company was capitalized with $3,000,000 contributed by Green Ballast LLC (GBL), which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts. In exchange, 32,500,000 shares of common stock, 1,200,000 shares of redeemable Series A preferred stock, and a convertible promissory note in the principal amount of $1,800,000 (GBL Note) were issued by the Company.
The proceeds from the capitalization were used to purchase certain assets, including intellectual property, from Gemini Master Fund, Ltd. (Gemini) for a purchase price of $2,200,000, pursuant to an asset purchase agreement. The consideration paid consisted of $400,000 in cash, and the issuance of a convertible promissory note in the principal amount of $1,800,000 (Gemini Note) and warrants to purchase up to 5,000,000 shares of common stock. |
Condensed Balance Sheets [Parenthetical] (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Temporary equity, par value (in dollars per share) | $ 1.00 | $ 1.00 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Temporary equity, shares issued | 1,400,000 | 1,200,000 |
Temporary equity, shares outstanding | 1,400,000 | 1,200,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 245,000,000 | 245,000,000 |
Common stock, shares, issued | 101,927,289 | 96,450,400 |
Common stock, shares, outstanding | 101,927,289 | 96,450,400 |
Series A Redeemable Preferred Stock [Member]
|
||
Temporary equity, shares authorized | 3,000,000 | 3,000,000 |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2012
|
Aug. 09, 2012
|
|
Entity Registrant Name | Green Ballast, Inc. | |
Entity Central Index Key | 0001526543 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | gbll | |
Entity Common Stock, Shares Outstanding | 101,038,400 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2012 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2012 |
Condensed Statements of Operations (USD $)
|
3 Months Ended | 6 Months Ended | 15 Months Ended | |
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2012
|
|
Net sales | $ 55,859 | $ 10,341 | $ 87,351 | $ 301,298 |
Cost of sales | 26,443 | 6,764 | 44,912 | 226,183 |
Gross profit | 29,416 | 3,577 | 42,439 | 75,115 |
Selling, general, and administrative expenses | 1,283,408 | 849,769 | 2,746,538 | 5,783,952 |
Loss from operations | (1,253,992) | (846,192) | (2,704,099) | (5,708,837) |
Interest expense, net | (210,011) | (139,024) | (392,336) | (868,776) |
Net loss | $ (1,464,003) | $ (985,216) | $ (3,096,435) | $ (6,577,613) |
Net loss per share - Basic and diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.03) | |
Weighted average common shares outstanding: | ||||
Basic and diluted (in shares) | 99,790,067 | 92,000,000 | 98,358,781 |
Description of Business (Details Textual) (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
Apr. 15, 2011
|
---|---|---|---|
Capital | $ 3,000,000 | ||
Common Stock Issued For Exchange | 32,500,000 | ||
Temporary equity, shares issued | 1,400,000 | 1,200,000 | 1,200,000 |
Convertible Promissory Note Issued | 1,800,000 | ||
Total assets | 2,848,410 | 3,434,636 | |
Asset Purchase Agreement [Member]
|
|||
Convertible Promissory Note Issued | 1,800,000 | ||
Total assets | 2,200,000 | ||
Cash | 400,000 | ||
Common Stock Purchased By Issuance Of Warrants | 5,000,000 | ||
Cash [Member]
|
|||
Capital | 2,532,000 | ||
Inventory [Member]
|
|||
Capital | $ 468,000 |
Debt Transactions
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
|||
Debt Disclosure [Abstract] | |||
Debt Disclosure [Text Block] |
In April 2012, Gemini converted an aggregate of $200,000 of its $1.8 million convertible debt into common stock of the Company. As a result of the conversion, the Company’s indebtedness to Gemini under its existing promissory note was reduced by $200,000. In addition, the GBL note was automatically converted into shares of redeemable Series A preferred stock on the basis of one share for every $1.00 that the outstanding principal amount of the Gemini note is reduced. The remaining principal outstanding under each of these previously issued Gemini and GBL promissory notes is $1.6 million each. |
Debt Transactions (Details Textual) (USD $)
|
1 Months Ended | |
---|---|---|
Apr. 30, 2012
|
Jun. 30, 2012
|
|
Debt Conversion, Description | GBL note was automatically converted into shares of redeemable Series A preferred stock on the basis of one share for every $1.00 | |
Due to Affiliate, Current | $ 150,000 | |
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% | |
Short Term Debt Maturity Date | Oct. 16, 2012 | |
Gbl Note [Member]
|
||
Long-term Debt, Gross | 1,600,000 | |
Due to Affiliate, Current | 75,000 | |
Gemini [Member]
|
||
Convertible Debt | 1,800,000 | |
Debt Conversion, Original Debt, Amount | 200,000 | |
Reduced Indebtness Upon Conversion Of Promissory Nopte | 200,000 | |
Long-term Debt, Gross | 1,600,000 | |
Due to Affiliate, Current | $ 75,000 |
Going Concern (Details Textual) (USD $)
|
3 Months Ended | 6 Months Ended | 15 Months Ended |
---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2012
|
|
Working Capital Deficit and Stockholders Deficit | $ 743,984 | ||
Net cash used in operating activities | $ (538,753) | $ (1,884,588) | $ (4,138,816) |
Common Stock Issuances (Details textual) (USD $)
|
3 Months Ended | 6 Months Ended | 15 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2012
|
Dec. 31, 2011
|
Jul. 31, 2011
Private Placement [Member]
|
Jun. 30, 2012
Private Placement [Member]
|
Dec. 31, 2011
Private Placement [Member]
|
|
Offering Of Common Stock | $ 12,000,000 | ||||||
Common Stock Offered Per Share | $ 0.25 | ||||||
Common stock, shares, issued | 101,927,289 | 101,927,289 | 96,450,400 | 4,588,000 | 4,450,400 | ||
Proceeds from issuance of common stock | $ 955,970 | $ 1,147,000 | $ 3,215,770 | $ 1,147,000 | $ 1,112,600 |
Common Stock Issuances
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
|||
Stockholders Equity Note [Abstract] | |||
Stockholders' Equity Note Disclosure [Text Block] |
In July 2011, the Company circulated a private placement memorandum to offer 12 million shares of its common stock. The shares of common stock were offered at $0.25 per share. As of December 31, 2011, the Company had received subscriptions and issued 4,450,400 shares for proceeds totaling $1,112,600, net of offering costs.
During the first half of 2012, the Company received subscriptions and issued 4,588,000 shares of common stock for proceeds totaling $1,147,000. |