Florida
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59-2181303
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Larger accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Page
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|||||
PART I - FINANCIAL INFORMATION
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|||||
Item 1.
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Unaudited Condensed Consolidated Financial Statements
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4
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|||
Condensed Consolidated Balance Sheets
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4
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||||
Unaudited Condensed Consolidated Statements of Operations
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5
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||||
Unaudited Condensed Consolidated Statements of Cash Flows
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6
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||||
Notes to Unaudited Condensed Consolidated Financial Statements
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7
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||||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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25
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|||
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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29
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Item 4.
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Controls and Procedures
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29
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PART II - OTHER INFORMATION
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|||||
Item 1.
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Legal Proceedings
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30 | |||
Item 1A.
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Risk Factors
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||||
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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30 | |||
Item 3.
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Defaults Upon Senior Securities
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30 | |||
Item 4.
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Submission of Matters to a Vote of Security Holders
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30
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|||
Item 5.
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Other Information
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30
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|||
Item 6.
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Exhibits
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31
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|||
Signatures
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33
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ASSETS
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||||||||
June 30,
2013
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December 31,
2012
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|||||||
(Unaudited)
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||||||||
Current Assets
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||||||||
Cash
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$ | - | $ | 592 | ||||
Total Assets
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$ | - | $ | 592 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
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$ | 541,591 | $ | 470,843 | ||||
Income taxes payable
|
1,512 | 1,750 | ||||||
Loans payable to a related party
|
183,045 | 119,139 | ||||||
Contingent consideration payable to related party
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1,015,362 | 1,015,362 | ||||||
Total Current Liabilities
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1,741,510 | 1,607,094 | ||||||
Stockholders' Deficit
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||||||||
Authorized:
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||||||||
Preferred Stock, Series A Convertible: 50,000,000 shares authorized, par value $0.0001
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||||||||
Common Stock: 300,000,000 shares authorized, par value $0.00003
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||||||||
Issued and Outstanding:
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||||||||
Preferred stock: 11,846,986, shares
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1,185 | 1,145 | ||||||
Common stock: 82,505,825 shares
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3,075 | 3,075 | ||||||
Additional paid-in capital
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4,514,835 | 4,384,835 | ||||||
Accumulated deficit
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(6,260,605 | ) | (5,995,557 | ) | ||||
Total Stockholders' Deficit
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(1,741,510 | ) | (1,606,502 | ) | ||||
Total Liabilities and Stockholders' Deficit
|
$ | - | $ | 592 |
For the Three Months Ended,
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For the Six Months Ended
|
|||||||||||||||
June 30, 2013
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June 30, 2012
|
June 30, 2013
|
June 30, 2012
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|||||||||||||
Revenues
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$ | - | $ | 103,776 | $ | - | $ | 405,479 | ||||||||
Gross profit
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- | 103,776 | - | 405,479 | ||||||||||||
Operating Expenses
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||||||||||||||||
Project development costs
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- | 31,593 | - | 180,984 | ||||||||||||
Consulting services
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20,000 | 155,500 | 70,000 | 411,000 | ||||||||||||
General and administrative expenses
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26,284 | 185,621 | 174,204 | 304,195 | ||||||||||||
Total Operating Expenses
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46,284 | 372,714 | 244,204 | 896,179 | ||||||||||||
Net operating loss
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(46,284 | ) | (268,938 | ) | (244,204 | ) | (490,700 | ) | ||||||||
Other expenses
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||||||||||||||||
Interest expense
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10,460 | 4,834 | 20,803 | 21,787 | ||||||||||||
Other
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- | - | 41 | - | ||||||||||||
Total other expense
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10,460 | 4,834 | 20,844 | 21,787 | ||||||||||||
Loss before income taxes
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(56,744 | ) | (273,772 | ) | (265,048 | ) | (512,487 | ) | ||||||||
Provision for income taxes
|
- | - | - | - | ||||||||||||
Net Loss
|
$ | (56,744 | ) | $ | (273,772 | ) | $ | (265,048 | ) | $ | (512,487 | ) | ||||
Net Loss Per Share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||
Weighted average number of shares outstanding
|
||||||||||||||||
during the year Basic and Diluted
|
82,508,825 | 81,304,504 | 82,508,825 | 81,304,504 |
For the Six Months Ended
|
||||||||
June 30, 2013
|
June 30, 2012
|
|||||||
Operating Activities:
|
||||||||
Net loss
|
$ | (265,048 | ) | $ | (512,487 | ) | ||
Adjustments to reconcile net loss to net cash used in opearting activities | ||||||||
Non-cash consulting expenses
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- | 300,000 | ||||||
Warrants issued for services
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130,000 | - | ||||||
Operating Assets and Liabilities:
|
||||||||
Accounts receivable
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- | (683 | ) | |||||
Accounts payable and accrued expenses
|
77,741 | 177,560 | ||||||
Income tax payable
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(238 | ) | (12,000 | ) | ||||
Net cash used in operating activities
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(57,545 | ) | (47,610 | ) | ||||
Financing Activities
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||||||||
Cash received from contingent consideration
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- | 19,530 | ||||||
Proceeds from related party loan
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56,953 | 20,998 | ||||||
Net cash provided by financing activities
|
56,953 | 40,528 | ||||||
Net decrease in cash
|
(592 | ) | (7,082 | ) | ||||
Cash at beginning of period
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592 | 7,652 | ||||||
Cash at end of period
|
$ | - | $ | 570 | ||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for taxes
|
$ | - | $ | - |
Note 1.
|
DESCRIPTION OF BUSINESS
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Note 2.
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GOING CONCERN
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Note 3.
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MERGER WITH DYNAMIC ENERGY DEVELOPMENT CORPORATATION
|
(a)
|
Description of the Merger
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(b)
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Accounting Treatment of the Merger; Financial Statement Presentation
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Note 4.
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ACQUISITION OF TRANSFORMATION CONSULTING
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Note 5.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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3 Months Ended
|
6 Months Ended
|
|||||||||||||||
June 30, 2013
|
June 30, 2012
|
June 30, 2013
|
June 30, 2012
|
|||||||||||||
Development Costs
|
$ | - | $ | 31,593 | $ | - | $ | 180,984 |
-
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Level 1
|
inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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-
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Level 2
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inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
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-
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Level 3
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inputs to the valuation methodology are unobservable and significant to the fair measurement.
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Note 6.
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RELATED PARTY TRANSACTIONS AND AMOUNTS OWING
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a)
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Loans payable to related party - Cronin – LOC
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b)
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Contingent consideration payable to related party
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-
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Payment one: the first $900,000 of gross revenues paid on receipt;
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-
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Payment two: the next $84,638, of gross revenues paid at the later of 90 days of receipt or June 30, 2012;
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Payment three: the final $1,015,362 of gross revenues paid at the later of 180 days of receipt or May 26, 2013.
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As of
June 30,
2013
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As of
December 31,
2012
|
|||||||
(unaudited)
|
||||||||
Contingent consideration due
|
$ | 2,000,000 | $ | 2,000,000 | ||||
Less payments, net of refunds, to Director
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984,938 | 984,938 | ||||||
$ | 1,015,362 | $ | 1,015,362 |
c)
|
Assignment and Assumption Agreement and Right of First Refusal and Option Agreement – IWSI PS Plan
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1.
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An option exercise price equal to $1,032,500, the original purchase price paid by IWSI PS (the “Option Purchase Price”) with the following adjustments;
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2.
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A quarterly option payment of $15,000 (the “Option Payment”) , payable every 90 days during the Term of this Agreement;
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3.
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An amount equal to any increased accounts receivable over the Term and amount equal to five percent (5%) per month of the original purchase price paid by IWSI PS;
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4.
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All amounts expensed by CTR to advance the business, including tire pyrolysis, the amounts paid the Officers as employment bonuses, the closing costs on the original acquisition, and an amount equal to any increase in IWSI PS shareholder equity, less any amounts CTR received from the prior sale of any assets;
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5.
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Amount equal to decrease in accounts payable, a monthly fee of $10,000, accrued monthly, for each month of use of the facility by DEAC and/or its affiliates.
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d)
|
Non-Binding Letter of Intent – Terpen Kraftig LLC
|
1.
|
A non-refundable deposit in the amount of $100,000 to secure the exclusivity of the term sheet, payable within 30 days and prior to preparation and execution of the Definitive Agreement, which shall, upon execution of the Definitive Agreement, be allocated towards to costs associated with the purchase of the equipment required to construct a prototype unit (the “Prototype”) of the Licensed Technology.
|
2.
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A payment to Licensor in the amount of Four Hundred Thousand and No/100 Dollars (USD$400,000), on or before December 31, 2012, for the purchase of the equipment required to construct a pilot plant with input of a minimum of 50/gallons per day (the “Pilot Plant”). If Licensee fails to fund the Pilot Plant on or before December 31, 2012, the Licensor shall have the right cancel and rescind the licensing rights of the Licensed IP granted to Licensee under the Definitive Agreement.
|
3.
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A minimum royalty cash payment of Thirty-Five Thousand and No/100 Dollars (USD $35,000) per month, from the date of execution of the Definitive Agreement forward over the term of the license, until and except when the royalty stream exceeds $35,000 per month (the “Minimum Licensing Fee”).
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(i)
|
Consulting Agreement- Key Services, Inc . – The Company incurred expenses for consulting services for development and construction of the Company’s energy campus project, provided by a company related through common shareholdings (“Consultant”) through June 2012. In July 2012, the consulting services agreement was amended whereby the Consultant agreed to terminate its monthly fee of $20,000 beginning July 1, 2012 and the accounts payable was settled in full. For the six months ended June 30, 2013 and 2012, the Company paid consulting services expense of $0 and $120,000, respectively, to Consultant. At June 30, 2013 and December 31, 2012, the Company has no amounts owing to Consultant. See Note 8, Commitments and Contractual Obligations, for discussion.
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(ii)
|
Consulting Agreement – NBN Enterprises, Inc. (“NBN”) – The Company incurred expenses for strategic business and legal services provided by a company related through common shareholdings for the three months ended June 30, 2013 and 2012, in the amount of $7,000 and $10,500, respectively. For the six months ended June 30, 2013 and 2012, expenses totaled $17,500 and $21,000, respectively. As of June 30, 2013 and 2012, the Company has an accounts payable balance of $28,000 and $7,000, respectively, to this related party. See Note 8, Commitments and Contractual Obligations, for discussion. This agreement expired as of May 1, 2013.
|
(iii)
|
Consulting Agreement - TMDS, LLC – On July 9, 2011, as amended December 30, 2011, Company executed a consulting agreement with TMDS, LLC (“TMDS”), an entity controlled by a director and shareholder of the Company. Under the consulting agreement, TMDS will locate and assist in the Company’s development and construction of energy campus projects to be undertaken by the Company in the future. The consulting agreement is non-exclusive and runs for a period of five years.
|
As consideration, the Company has agreed to pay compensation to TMDS in the form of one or more Warrants for the purchase of 1,000,000 shares of restricted common stock of the Company (“Shares”) every 90 days, exercisable at $0.0001 per share, with an exercise term of five (5) years from the date of each issuance. In addition, TMDS is entitled to additional fees, including but not limited to, joint venture, partnership, consulting, developer, contractor and/or project management fees, to be negotiated separately, and agreed to in writing on a project-by-project basis.
During the three months ended June 30, 2013 and 2012, the Company recorded the issuance of one Warrant for 1,000,000 shares of common stock, valued at $20,000 and $160,000, respectively, to TMDS under this agreement. During the six months ended June 30, 2013 and 2012, the Company recorded the issuance of one Warrant for 2,000,000 shares of common stock, valued at $70,000 and $230,000, respectively, to TMDS under this agreement.
As of June 30, 2013 and December 31, 2012, the Company is obligated to issue seven Warrants totaling 10,000,000 shares of common stock and six Warrants totaling 10,000,000 shares of common stocks, respectively, to TDMS under this agreement. See Note 7, Capital Stock – Common Stock Warrants, for discussion.
|
|
(iv)
|
Industry Consulting and Nondisclosure Agreement - Practical Sustainability - On May 25, 2012, Dynamic Energy Development Company, LLC (“DEDC”), a wholly owned subsidiary of Dynamic Energy Alliance Corporation, modified a prior agreement, Industry Consulting and Nondisclosure Agreement (“ICNA”), with Practical Sustainability, LLC (“PS”), an entity controlled by Dr. Earl Beaver, a director of the Company, dated November 19, 2010, whereby services and compensation were amended to reflect PS’s role that was effective March 1, 2011. Changes under the amended agreement include:
|
-
|
Nature of Services: Development of Life Cycle Analysis Models, Research of Government Information on Technology for Tire Pyrolysis Oil, Analysis of various tire pyrolysis operations, evaluation of the marketability of tire pyrolysis oil and carbon black produced by vendors of tire pyrolysis processes, participation in the development of the roll-out plan for tire pyrolysis plants, participation on the analysis of vended solutions of the manufacturing of tire pyrolysis plants. Analysis of fuels produced by third party propriety processed that reportedly produce gasoline, diesel, jet fuel and other similar fuels for the use in combustion engines. Provide and manage a central laboratory for DEDC or its parent.
|
|
-
|
Compensation: The Company or DEDC shall pay to PS a flat fee of $5,000 per month. Compensation has been paid through January 2012.
|
Note 7.
|
CAPITAL STOCK
|
(1)
|
forward split all outstanding shares of the Corporation’s common stock on a 3 for 1 basis. Accordingly, common share disclosure has been presented on a post-split basis, except where noted.
|
(2)
|
increased authorized capital stock to 500,000,000 shares, of which 300,000,000 shares shall be common stock, par value $0.00003, and 200,000,000 shares shall be preferred stock, par value $0.0001, and to give the Board of Directors the power to fix by resolution the rights, preferences and privileges of preferred stock.
|
(i)
|
During the period commencing on October 10, 2013 and terminating on October 10, 2015 (“the quarterly conversion period”), each holder of convertible preferred stock may elect to convert, on each March 31, June 30, September 30 and December 31 occurring during the quarterly conversion period, that number of shares of convertible preferred stock equal to 25% of the total number of shares of convertible preferred stock initially issued to such Holder into full paid and non-assessable shares of common stock; and
|
(ii)
|
After the quarterly conversion period, each Holder may elect to convert all or any portion of its shares of convertible preferred stock then outstanding into full paid and non-assessable shares of common stock.
|
(iii)
|
At any time after the issue date and while the convertible preferred stock are outstanding, the Company sells or grants any option to purchase or otherwise disposes or issues any common stock and/or common stock equivalents entitling any person to acquire shares of common stock at a price per share that is lower than $2.50 (such issuances, collectively, then the Company is required to issue additional shares of preferred shares (“Dilutive Issuance”), based on the ratio of the number of shares of common stock and equivalents divided by the number of shares of common stock prior to the dilutive issuance, times the number of shares of preferred stock prior to the dilutive issuance. Each preferred stock shareholder is entitled to receive a pro rate portion of the dilutive issuance based on the number of its shares of preferred stock held prior to the dilutive issuance.
|
-
|
On July 18, 2012 issued 609,315 Shares to Key Services, Inc. (‘Key Services”), valued at $121,862, for settlement of accounts payable balance per amendment to Key Services’ consulting agreement;
|
-
|
On August 8, 2012, issued 250,000 Shares to Heartland Capital Markets, LLC (“Heartland”), valued at $15,000, for corporate advisory services per amendment to Heartland’s corporate advisory services agreement;
|
-
|
On August 15, 2012, issued 125,000 Shares to Undiscovered Equities, Inc. (“UEI”) valued at $17,500, for consulting services per amendment to UEI’s consulting agreement;
|
-
|
On September 13, 2012, issued 100,000 Shares to R.F.B., LLC, (“RFB”), valued at $6,000, for acquisition of exclusive license by Company per RFB’s license and assignment agreement.
|
-
|
On December 31, issued 120,000 Shares to outside contractor, valued at $12,673, under the outside contractor’s consulting agreement.
|
(1)
|
Prior to the reverse merger and in connection to the reverse merger and recapitalization –
|
|
(i)
|
158,141,439 shares had been issued prior to the reverse merger;
|
|
(ii)
|
134,358,566 shares were acquired for cash payment of $322,000 and returned to treasury;
|
|
(iii)
|
45,110,076 shares were issued in connection with the reverse merger;
|
|
(iv)
|
6,000,000 shares were issued to a convertible debenture holder as an investment bonus for investment;
|
|
(v)
|
22,871,100 shares were issued on recapitalization, i.e. immediately prior to the effective time of the merger.
|
(2)
|
Subsequent to the reverse merger –
|
|
(i)
|
1,728,000 shares were issued as settlement of debt of $275,000;
|
|
(ii)
|
3,000,000 shares and an additional 1,065,226 shares under anti-dilutive provisions were issued for strategic business services rendered.
|
(1)
|
On January 1, 2013, the Company incurred a warrant share issuance for the purchase of 1,000,000 Shares of common stock (‘Warrant Shares’) by an independent contractor (“Contractor”), per a January 1, 2012 Stock Purchase Warrant Agreement that gives Contractor right to purchase 1,000,000 shares (“Warrant Shares”) of common stock, after the first anniversary at exercise price of $0.20 per share, as discussed above. The fair value of the issued warrant is $60,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.72%, expected life of 4 years and expected volatility of 534.55%.
|
(2)
|
On January 11, 2013, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $50,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.80%, expected life of 4 years and expected volatility of 529.81%.
|
(3)
|
On April 11, 2013, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $20,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.74%, expected life of 4 years and expected volatility of 429.77%.
|
(1)
|
On January 17, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS, LLC ("TMDS"'), a company controlled by a director of the Company, as consideration for services rendered per a Contractor Agreement, dated July 9, 2011, and as further amended December 30, 2011. TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The warrant is exercisable at $0.0001 per share, and has term expiring on the fifth anniversary date from the date of each issuance. A total of 25 warrants for the purchase of 25,000,000 million shares of common are issuable over the term of the agreement. The fair value of the issued warrant is $70,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.79%, expected life of 5 years and expected volatility of 473.82%.
|
(2)
|
On March 17, 2012, the Company issued a warrant for the purchase of 500,000 shares of common stock, at an exercise price of $0.001 per share, exercisable after twelve months from issue date, with a term expiring on the fifth anniversary date from the date of issuance, to a departing Chief Financial Officer, who resigned effective March 14, 2012. The fair value of the issued warrant is $70,000, based on Black-Scholes option-pricing model using risk free interest rate of 1.13%, expected life of 5 years and expected volatility of 460.03%.
|
(3)
|
On April 16, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 Shares every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $160,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.85%, expected life of 5 years and expected volatility of 481.39%.
|
(4)
|
On July 1, 2012, the Company incurred a warrant share issuance for the purchase of 1,000,000 Shares of common stock (‘Warrant Shares’) by an independent contractor (“Contractor”), per a January 1, 2012 Stock Purchase Warrant Agreement that gives Contractor right to purchase 3,000,000 shares (“Warrant Shares”) of common stock, as consideration for services rendered per an Independent Contractor Agreement with the Company, effective January 1, 2012. The contractor is entitled to purchase 3,000,000 Warrant Shares as follows:
|
|
-
|
1,000,000 Warrant Shares after the first six month anniversary, at an exercise price of $0.10 per share with a term expiring on the four-year anniversary from the date of issuance;
|
|
-
|
1,000,000 Warrant Shares after the first year anniversary, at exercise price of $0.20 per share, with a term expiring on the four-year anniversary from the date of issuance;
|
|
-
|
1,000,000 Warrant Shares after the second year anniversary, at exercise price of $0.30 per share, with term expiring on the four-year anniversary from the date of issuance.
|
|
(5)
|
On July 15, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 Shares every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $80,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.62%, expected life of 5 years and expected volatility of 488.56%.
|
|
(6)
|
On October 13, 2012, the Company issued a warrant for the purchase of 1,000,000 shares of common stock to TMDS. As discussed above, TMDS receives a warrant to purchase 1,000,000 shares of common stock every ninety days during the term of the Contractor Agreement for a total of five (5) years. The fair value of the issued warrant is $90,000, based on Black-Scholes option-pricing model using risk free interest rate of 0.67%, expected life of 5 years and expected volatility of 547.10%.
|
(1)
|
On July 9, 2011, in connection with the Line of Credit established with a related party, Charles R. Cronin, a director of the Company (the “Lender”), the Company granted a stock purchase warrant, which entitles the warrant holder to privately purchase a total of 9,000,000 post forward split warrant shares at a purchase price of $0.033 per share. In lieu of a cash payment, the warrant holder may elect to exercise the warrant, in whole or in part, in the form of a cashless exercise. The warrant, including unexercised warrant shares, will expire on the four-year anniversary. As of December 31, 2011, the company had issued the warrant to purchase 9,000,000 shares of common stock to Lender related to the line of credit agreement. The fair value of the issued warrant is $964,297, based on Black-Scholes option-pricing model using risk free interest rate of 1.135.%, expected life of 4 years and expected volatility of 195.89%.
|
(2)
|
On July 9, 2011, the Board of Directors of the Company approved and the Company executed a consulting agreement with TMDS, LLC (“TMDS”), a company controlled by a director of the Company, whereby TMDS will locate and assist in the Company’s development and construction of energy campus projects to be undertaken by the Company in the future. The consulting agreement is non-exclusive and runs for a period of five years. As consideration, the Company has agreed to pay compensation to TMDS in the form of restricted shares of common stock of the Company in an amount equal to 1,000,000 restricted pre-forward split shares every 90 days. In addition, TMDS is entitled to additional fees, including but not limited to, joint venture, partnership, consulting, developer, contractor and/or project management fees, to be negotiated separately, and agreed to in writing on a project-by-project basis.
This agreement was amended on December 30, 2011, whereby the compensation payment was changed to a warrant for the purchase of 3,000,000 million post-forward split shares of common stock at $0.00003 per share, every 90 days, with the first payment of shares due within 10 days of the agreement signing of July 9, 2011, and the second payment of shares due on October 19, 2011. The Company and TMDS have mutually agreed that the common stock to be issued subsequent to 2011 will not be on a forward stock split basis. A total of 25 million warrants are issuable over the term of the agreement. Of these warrants, two warrants for the purchase of 6,000,000 shares of common stock have been issued at December 31, 2011. The fair value of the issued warrants is $659,755, based on Black-Scholes option-pricing model using risk free interest rate of 1.74.%, expected life of 5 years and expected volatility of 195.89%.
|
Outstanding Warrants
|
||||||||||||||||||||
Number of
Shares
|
Exercise
Price
|
Fair
Value
|
Remaining Contractual
Term (Years)
|
Expense
|
||||||||||||||||
Issued in 2011
|
||||||||||||||||||||
Issued July 9, 2011
|
9,000,000 | $ | 0.0330 | $ | 0.107 | 3.02 | $ | 964,297 | ||||||||||||
Issued July 21, 2011
|
3,000,000 | $ | 0.0001 | $ | 0.110 | 2.05 | * | |||||||||||||
Issued October 19, 2011
|
3,000,000 | $ | 0.0001 | $ | 0.110 | 2.30 | $ | 659,755 | ||||||||||||
Issued and Outstanding at December 31, 2011
|
15,000,000 | $ | 1,624,052 | |||||||||||||||||
* Included in October 19, 2011 issued warrants. | ||||||||||||||||||||
Issued in 2012
|
||||||||||||||||||||
Issued January 17, 2012
|
1,000,000 | $ | 0.0001 | $ | 0.070 | 2.55 | $ | 70,000 | ||||||||||||
Issued March 17, 2012
|
500,000 | $ | 0.0010 | $ | 0.140 | 2.71 | $ | 70,000 | ||||||||||||
Issued April 16, 2012
|
1,000,000 | $ | 0.0001 | $ | 0.160 | 2.79 | $ | 160,000 | ||||||||||||
Issued July 1, 2012
|
1,000,000 | $ | 0.1000 | $ | 0.100 | 3.00 | $ | 100,000 | ||||||||||||
Issued July 15, 2012
|
1,000,000 | $ | 0.0001 | $ | 0.080 | 3.04 | $ | 80,000 | ||||||||||||
Issued October 13, 2012
|
1,000,000 | $ | 0.0001 | $ | 0.090 | 3.29 | $ | 90,000 | ||||||||||||
Issued in 2012
|
5,500,000 | $ | 570,000 | |||||||||||||||||
Outstanding at December 31, 2012
|
20,500,000 | |||||||||||||||||||
Issued in 2013
|
||||||||||||||||||||
Issued January 1, 2013
|
1,000,000 | $ | 0.2000 | $ | 0.060 | 3.51 | $ | 60,000 | ||||||||||||
Issued January 11,2013
|
1,000,000 | $ | 0.0001 | $ | 0.050 | 3.53 | $ | 50,000 | ||||||||||||
Issued April 11, 2013
|
1,000,000 | $ | 0.0001 | $ | 0.020 | 3.78 | $ | 20,000 | ||||||||||||
Issued in 2013
|
3,000,000 | 110,000 | ||||||||||||||||||
Outstanding at June 30, 2013
|
23,500,000 |
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||||||
Number of
Shares
|
Remaining Life
(Years)
|
Exercise
Price
|
Number of
Shares
|
Exercise
Price
|
||||||||||||||||
Issued July 9, 2011
|
9,000,000 | 3.02 | $ | 0.0330 | 6,000,000 | $ | 0.0330 | |||||||||||||
Issued July 21, 2011
|
3,000,000 | 2.05 | $ | 0.0001 | 3,000,000 | $ | 0.0001 | |||||||||||||
Issued October 19, 2011
|
3,000,000 | 2.30 | $ | 0.0001 | 3,000,000 | $ | 0.0001 | |||||||||||||
Issued January 17, 2012
|
1,000,000 | 2.55 | $ | 0.0001 | 1,000,000 | $ | 0.0001 | |||||||||||||
Issued March 17, 2012
|
500,000 | 2.71 | $ | 0.0010 | 500,000 | $ | 0.0001 | |||||||||||||
Issued April 16, 2012
|
1,000,000 | 2.79 | $ | 0.0001 | 1,000,000 | $ | 0.0001 | |||||||||||||
Issued July 1, 2012
|
1,000,000 | 3.00 | $ | 0.1000 | 1,000,000 | $ | 0.1000 | |||||||||||||
Issued July 15, 2012
|
1,000,000 | 3.04 | $ | 0.1000 | 1,000,000 | $ | 0.0001 | |||||||||||||
Issued October 13, 2012
|
1,000,000 | 3.29 | $ | 0.0001 | 1,000,000 | $ | 0.0001 | |||||||||||||
Issued January 1, 2013
|
1,000,000 | 3.51 | $ | 0.2000 | 1,000,000 | $ | 0.2000 | |||||||||||||
Issued January 11,2013
|
1,000,000 | 3.53 | $ | 0.0001 | 1,000,000 | $ | 0.0001 | |||||||||||||
Issued April 11, 2013
|
1,000,000 | 3.78 | $ | 0.0001 | 1,000,000 | $ | 0.0001 | |||||||||||||
23,500,000 | 20,500,000 |
Note 8.
|
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
|
a)
|
Strategic Business and Legal Services Agreement - NBN Enterprises, Inc.
|
(a)
|
The due and owing, but unissued Company 1,065,226 shares of common stock shall be issued to NBN with a private placement restriction.
|
(b)
|
NBN agreed to execute a separate Lock-up Agreement restricting the sale of the above referenced shares of common stock until September 21, 2013.
|
(c)
|
The Company and NBN agreed to modify the original agreement whereby the Company is no longer obligated to issue additional or catch-up shares to NBN in order to maintain total aggregate share issuances under original agreement to 5% of outstanding shares of common stock after September 21, 2012, provided that that the Company continues to pay the $3,500 per month payments through May 30, 2013.
|
b)
|
Line of Credit - Cronin
|
c)
|
Consulting Agreement – Key Services, Inc.
|
(a)
|
The Company agreed to settle in full the past due and outstanding obligation for prior consulting fees to Key Services which aggregated $121,862, at July 18, 2012, by the immediate private issuance of 609,315 shares of the Company’s restricted Common Stock to Key Services. The shares of common stock were issued September 28, 2012.
|
(b)
|
Key Services agreed to execute a separate Lock-up Agreement restricting the related sale of the above referenced Shares for a period of twelve (12) months after the date of expiration of the customary SEC Rule 144 restriction period (normally 6 months).
|
(c)
|
The Company and Key Services agreed to terminate payment of a $20,000 monthly consulting fee during the remaining term of the consulting agreement, beginning July 1, 2012.
|
(d)
|
Reaffirmed the Parties agreement that the Company would pay Key Services additional fees to be separately negotiated, including site development, joint venture, partnership, consulting, developer, contractor and/or project management fees, on a project by project basis.
|
(e)
|
Provided that the Company has the right to assign its obligations under the consulting agreement to one or more wholly owned subsidiaries or related party entities. The Amendment contains customary warranties and representations and indemnification and confidentiality provisions and provides that the Key Services is subject to noncompetition and noninterference covenants.
|
d)
|
Consulting Agreement – TMDS, LLC
|
e)
|
Consulting Agreement – Investor and Broker Dealer Relations and Financing Alternatives
|
f)
|
Stock Purchase Agreement – C.C. Crawford Retreading Company, Inc. (“CTR”) and Assignment and Assumption Agreement and Right of First Refusal and Option Agreement – IWSI PS Plan
|
1.
|
An option exercise price equal to $1,032,500, the original purchase price paid by IWSI (the “Option Purchase Price”) with the following adjustments;
|
2.
|
A quarterly option payment of $15,000 (the “Option Payment”, payable every 90 days during the Term of this Agreement;
|
3.
|
An amount equal to any increased accounts receivable over the Term and amount equal to five percent (5%) per month of the original purchase price paid by IWSI;
|
4.
|
All amounts expensed by CTR to advance the business, including tire pyrolysis, the amounts paid the Officers as employment bonuses, the closing costs on the original acquisition, and an amount equal to any increase in IWSI’s shareholder equity, less any amounts CTR received from the prior sale of any assets;
|
5.
|
Amount equal to any decrease in accounts payable, and a monthly fee of $10,000 per month, accrued monthly, for each month of use of the facility by DEAC and/or its affiliates.
|
g )
|
License and Assignment Agreement – R.F.B., LLC
|
h )
|
Industry Consulting and Nondisclosure Agreement and Amendments – Practical Sustainability LLC
|
-
|
Nature of Services: Development of Life Cycle Analysis Models, Research of Government Information on Technology for Tire Pyrolysis Oil, Analysis of various tire pyrolysis operations, evaluation of the marketability of tire pyrolysis oil and carbon black produced by vendors of tire pyrolysis processes, participation in the development of the roll-out plan for tire pyrolysis plants, participation on the analysis of vended solutions of the manufacturing of tire pyrolysis plants. Analysis of fuels produced by third party propriety processed that reportedly produce gasoline, diesel, jet fuel and other similar fuels for the use in combustion engines. Provide and manage a central laboratory for DEDC or its parent.
|
-
|
Compensation: The Company or DEDC shall pay to PS a flat fee of $5,000 per month. Compensation has been paid through January 2012.
|
i)
|
Consulting Agreement – Financing and Acquisitions Advisor
|
j)
|
Non-Binding Letter of Intent – Terpen Kraftig, LLC
|
1.
|
A non-refundable deposit in the amount of $100,000 to secure the exclusivity of the term sheet, payable within 30 days and prior to preparation and execution of the Definitive Agreement, which shall, upon execution of the Definitive Agreement, be allocated towards to costs associated with the purchase of the equipment required to construct a prototype unit (the “Prototype”) of the Licensed Technology.
|
2.
|
A payment to Licensor in the amount of Four Hundred Thousand and No/100 Dollars (USD$400,000), on or before December 31, 2012, for the purchase of the equipment required to construct a pilot plant with input of a minimum of 50/gallons per day (the “Pilot Plant”). If Licensee fails to fund the Pilot Plant on or before December 31, 2012, the Licensor shall have the right cancel and rescind the licensing rights of the Licensed IP granted to Licensee under the Definitive Agreement.
|
3.
|
A minimum royalty cash payment of Thirty-Five Thousand and No/100 Dollars (USD $35,000) per month, from the date of execution of the Definitive Agreement forward over the term of the license, until and except when the royalty stream exceeds $35,000 per month (the “Minimum Licensing Fee”).
|
Note 9.
|
SEGMENT INFORMATION
|
a)
|
Consulting Services
|
b)
|
Recoverable Energy
|
Three Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Operating loss
|
||||||||
Consulting services
|
$ | $ | 34,990 | |||||
Recoverable energy
|
(317,302 | ) | ||||||
Total
|
$ | $ | (282,312 | ) |
Six Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Operating loss
|
||||||||
Consulting services
|
$ | $ | 280,651 | |||||
Recoverable energy
|
(771,351 | ) | ||||||
Total
|
$ | $ | (490,700 | ) |
Note 10.
|
CONTINGENCIES
|
Note 11.
|
SUBSEQUENT EVENTS
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Revenue
|
$
|
-
|
$
|
103,776
|
$
|
-
|
$
|
405,479
|
||||||||
Operating expenses
|
46,284
|
372,714
|
244,204
|
896,179
|
||||||||||||
Net operating loss
|
$
|
(46,284
|
)
|
$
|
(268,938)
|
$
|
(244,204
|
)
|
$
|
(490,700)
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
Project development costs
|
$
|
-
|
$
|
31,593
|
$
|
-
|
$
|
180,984
|
||||||||
Consulting services
|
20,000
|
155,500
|
70,000
|
411,000
|
||||||||||||
General and administrative expenses
|
26,284
|
185,621
|
174,204
|
304,195
|
||||||||||||
Total Expenses
|
$
|
46,284
|
$
|
372,714
|
$
|
244,204
|
$
|
896,179
|
As of
June 30,
2013
|
As of
December 31,
2012
|
|||||||
Current assets
|
$
|
-
|
$
|
592
|
||||
Current liabilities
|
1,741,510
|
1,607,094
|
||||||
Working capital deficit
|
$
|
(1,741,510
|
)
|
$
|
(1,606,502
|
)
|
Six Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Net cash provided by (used in) operating activities
|
$
|
(57,545
|
)
|
$
|
(47,610
|
)
|
||
Net cash provided by (used in) financing activities
|
56,953
|
40,528
|
||||||
Net decrease in cash
|
$
|
(592
|
)
|
$
|
(7,082
|
)
|
Exhibit
Number
|
Description of Exhibit
|
|
3.1
|
Articles of Incorporation
|
|
3.2
|
Articles of Amendment to Articles of Incorporation
|
|
3.3
|
By-Laws
|
|
3.4
|
Amendments to By-Laws
|
|
10.1
|
Share Exchange Agreement, dated March 9, 2011, by and among Dynamic Energy Development Corporation, Mammatech Corporation and Verdad Telecom (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated March 16, 2010).
|
|
10.2
|
Share Purchase Agreement Dated July 9, 2010 by and between the Company and Verdad Telecom, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated July 14, 2010)
|
|
10.3
|
Amendment to Share Purchase Agreement, dated July 23, 2010 by and between the Company and Verdad Telecom, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated July 27, 2010)
|
|
10.4
|
Strategic Consulting Services Agreement with NBN Enterprises, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, dated July 22, 2011)
|
|
10.5
|
Consulting Agreement with TMDS, LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated, July 22, 2011)
|
|
10.6
|
Consulting Agreement with Key Services, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, dated July 22, 2011)
|
|
10.7
|
Line of Credit with Charles R. Cronin, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, dated July 22, 2011)
|
|
10.8
|
Stock Warrant Agreement with Charles R. Cronin, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q , dated July 22, 2011)
|
|
10.9
|
Consulting Agreement with Enertech R.D., LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, dated November 21, 2011)
|
|
10.10
|
Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, dated November 21, 2011)
|
|
10.11
|
Line of Credit – Amendment #1 and Amendment #2 (incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q, dated November 21, 2011)
|
|
10.12
|
Securities Exchange Agreements with thirteen debenture holders (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated January 6, 2012)
|
|
10.13
|
Consulting Agreement with Undiscovered Equities, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated March 19, 2012)
|
|
10.14
|
Stock Purchase Warrant to Pamela Griffin, the Company’s former CFO (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated March 19, 2012)
|
|
10.15
|
Stock Purchase Agreement with C.C. Crawford Tire Company, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated March 21, 2012)
|
|
10.16
|
Term Sheet with R.F.B., LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated, March 31, 2012)
|
|
10.17
|
Definitive Agreement – R.F.B., LLC (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K dated, May 24, 2012)
|
|
10.18
|
Amendment No.1 to the Project Location and Consulting Agreement and Mutual Indemnification and Release Agreement (incorporated by reference to Exhibit 9.01of the Company's Form 8-K, dated July 18, 2012)
|
10.19
|
Amendment No.1 to the Consulting Agreement – Undiscovered Equities Inc., dated August 15, 2012 (incorporated by reference by reference to Exhibit 10.19 of the Company’s Form 10-Q, dated August 20, 2012)
|
|
10.20
|
Amendment No.1 to Corporate Advisory Agreement - Heartland Capital Markets, LLC, dated August 17, 2012 (incorporated by reference to Exhibit 10.20 of the Company’s Form 10-Q, dated August 20, 2012)
|
|
10.21
|
Right of first refusal and option agreement to purchase C.C. Crawford Retreading Company, Inc. with IWSI PS Plan, dated October 2, 2012 (incorporated by reference to Exhibit 9.01 of the Company’s Form 8-K, dated October 2, 2012)
|
|
10.22
|
Non-binding letter of intent with Terpen Kraftig, LLC contemplating a definitive agreement, dated October 10, 2012 (incorporated by reference to Exhibit 9.01 of the Company’s Form 8-K, dated October 10, 2012)
|
|
10.23
|
Change of Address for relocation of the Company’s headquarters to 10000 North Central Expressway, Suite 400, Dallas, Texas 75231 (incorporated by reference to the Company’s Form 8-K, dated November 6, 2012)
|
|
10.24
|
Other Events, dated April 22, 2013 (incorporated by reference to Company’s Form 8-K, dated April 22, 2013)
|
|
10.25 | Other Events, dated May 8, 2013 (incorporated by reference to Company’s Form 8_K, dated May 8, 2013) | |
21.1
|
List of Subsidiaries
|
|
99.1
|
Audited financial statements of DYNAMIC for the fiscal year ended December 31, 2010 (incorporated by reference to Exhibit 99.1 of the Company's Form 8-K, dated March 16, 2011).
|
|
99.2
|
Audited financial statements of TC for the fiscal years ended December 31, 2010 and December 31, 2009 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, dated March 16, 2011).
|
|
101**
|
Interactive Data File (Form 10-K for the annual quarterly period ended December 31, 2012 furnished in XBRL).
|
|
31.1*
|
Certification of the registrant's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
31.2*
|
Certification of the registrant's Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
32.1*
|
Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
32.2*
|
Certification of the Company's Chief Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
DYNAMIC ENERGY ALLIANCE CORPORATION
(formerly Mammatech Corporation)
|
|||
Date: August 30, 2013
|
By:
|
/s/ James Michael Whitfield
|
|
James Michael Whitfield,
|
|||
Chief Executive Officer
|
|||
(Duly Authorized and Principal Executive Offer)
|
Date: August 30, 2013
|
By:
|
/s/ James Michael Whitfield
|
|
James Michael Whitfield,
|
|||
Chief Financial Officer
|
|||
(Duly Authorized and Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Dynamic Energy Alliance Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dynamic Energy Alliance Corporation | |||
Date: August 30, 2013
|
By:
|
/s/ James Michael Whitfield | |
James Michael Whitfield
|
|||
Chief Executive Officer |
2.
|
3.
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dynamic Energy Alliance Corporation | |||
Date: August 30, 2013
|
By:
|
/s/ James Michael Whitfield | |
James Michael Whitfield | |||
Principal Financial Officer |
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Dated: August 30, 2013
|
By:
|
/s/ James Michael Whitfield | |
James Michael Whitfield | |||
Chief Executive Officer | |||
Principal Financial Officer |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis Of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting. All intercompany balances and transactions have been eliminated.
The accompanying unaudited consolidated financial statements primarily reflect the financial position, results of operations and cash flows of Company (as discussed above). The accompanying unaudited condensed consolidated financial statements of Company have been prepared in accordance with GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or for any other period. Amounts related to disclosures of December 31, 2012, balances within those interim condensed consolidated financial statements were derived from the audited 2012 consolidated financial statements and notes thereto filed on Form 10-K on April 16, 2013. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates | Preparation of the Company's financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates. |
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Development Costs | Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned.
Development costs are as follows:
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Cash and Cash Equivalents | Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. As of June 30, 2013 and December 31, 2012, the Company had no cash equivalents. |
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Financial Instruments and Concentration of Risk | The fair values of financial instruments, which include cash, accounts payable and accrued liabilities and convertible notes, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments. Management does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments. |
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Fair Value of Financial Instruments | The Company accounts for the fair value of financial instruments in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.
The three levels are defined as follows:
The fair value of the Company's cash, accounts payable and accrued expenses approximate carrying value because of the short-term nature of these items.
Management believes it is not practical to estimate the fair value of loan to related parties because the transactions cannot be assumed at arm's length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs. |
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Intangible Assets and Impairment of Long-lived Assets | The Company has adopted the provision codified in ASC 350, Intangibles Goodwill and Other which revises the accounting for purchased goodwill and intangible assets. Under ASC 350, goodwill and intangible assets with indefinite lives are no longer amortized and are tested for impairment annually. The determination of any impairment would include a comparison of estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset as well as a comparison of the fair value to book value of the Company.
Intangible assets comprised the customer lists purchased in connection with the acquisition of Transformation Consulting on March 9, 2011. The intangible assets were reported at acquisition cost and were to be amortized on the basis of managements estimate of the future cash flows from this asset over approximately five years, which was managements initial estimate of the useful life of the customer lists.
In accordance with ASC Topic 360-10-15 (prior authoritative literature: SFAS 144), the Company performed an assessment as of December 31, 2011. The Company assessed the recoverability of the carrying value of its intangible assets based on estimated undiscounted cash flows to be generated from this asset. For the year ended December 31, 2011, the Company determined that, based on estimated future cash flows, the intangible asset was fully impaired; accordingly, an impairment loss of the carrying amount of $2,000,000 was recognized and is included in impairment loss on intangibles. |
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Revenue Recognition | The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
Specifically with respect to TC, commission revenue is earned on consulting services provided to a company controlled by a director of the Company. TC earns these commissions based on this companys revenues from certain direct to consumer membership club products. Commissions earned are recorded when deposited into an escrow account, effectively allowing for uncertainty of collectability and bad debt issues. |
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Loss Per Common Share | Basic loss per common share (EPS) is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of common shares that are exercisable or converted into common stock is not material to affect diluted EPS results. Further, since the Company shows losses for the periods presented basic and diluted loss per share are the same for all periods presented. As of June 30, 2013 and December 31, 2012, there were no outstanding dilutive securities. |
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Certain Reclassification | Certain 2012 items were reclassified to conform to current year presentation. Such reclassifications had no effect on 2012 net income. |
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Income Taxes | Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years.
ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.
The Company does not have any unrecognized tax benefits as of June 30, 2013 and December 31, 2012 that, if recognized, would affect the Company's effective income tax rate. The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of June 30, 2013 and December 31, 2012. |
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Common Share Non-Monetary Consideration | In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which:
i) the counterpartys performance is complete; ii) a commitment for performance by the counterparty to earn the common shares is reached; or iii) the common shares are issued if they are fully vested and non-forfeitable at that date. |
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Stock-Based Compensation | On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty. |
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Share Purchase Warrants | The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates. |
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Recently and Issued Accounting Pronouncements | Adopted
In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04: Fair Value Measurement (Topic 820) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This is a new accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The standard is effective for interim and annual periods beginning after December 15, 2011. The adoption of this accounting standard does not have a material impact on the Company's consolidated financial statements and related disclosures.
In September 2011, the FASB issued an update that allows companies to assess qualitative factors to determine whether they need to perform the two-step quantitative goodwill impairment test. Under the option, an entity no longer would be required to calculate the fair value of a reporting unit unless it determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011 although early adoption is permitted. The adoptation of this guidance does not have a material impact on the Company's consolidated financial statements and related disclosures.
In December 2011, the FASB issued ASU No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities . This accounting update requires that an entity disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The accounting update is effective for annual periods beginning on or after January 1, 2013. The adoption of this accounting standard does not have a material impact on the Company's consolidated financial statements and related disclosures.
In July 2012, the FASB issued Accounting Standards Update No. 2012-02, IntangiblesGoodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The update simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. Examples of intangible assets subject to the guidance include indefinite-lived trademarks, licenses, and distribution rights. The standard applies to all public, private, and not-for-profit organizations. The amendments in this update are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoptation of this guidance did not have a material impact on the Company's consolidated financial statements and related disclosures.
Not Adopted
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements and related disclosures. |
Unaudited Condensed Consolidated Statements of Operations (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Unaudited Condensed Consolidated Statements Of Operations | ||||
Revenue | $ 103,776 | $ 405,479 | ||
Gross profit | 103,776 | 405,479 | ||
Operating Expenses | ||||
Project development costs | 31,593 | 180,984 | ||
Consulting services | 20,000 | 155,500 | 70,000 | 411,000 |
General and administrative expenses | 26,284 | 185,621 | 174,204 | 304,195 |
Total Operating Expenses | 46,284 | 372,714 | 244,204 | 896,179 |
Net operating loss | (46,284) | (268,938) | (244,204) | (490,700) |
Other expenses | ||||
Interest expense | 10,460 | 4,834 | 20,803 | 21,787 |
Other | 41 | |||
Total other expense | 10,460 | 4,834 | 20,844 | 21,787 |
Loss before income taxes | (56,744) | (273,772) | (265,048) | (512,487) |
Provision for income taxes | ||||
Net loss | $ (56,744) | $ (273,772) | $ (265,048) | $ (512,487) |
Net Loss Per Share - Basic and Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ (0.01) |
Weighted average number of shares outstanding during the year Basic and Diluted | 82,508,825 | 81,304,504 | 82,508,825 | 81,304,504 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Summary Of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE 5 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles and include the accounts of the Company and its subsidiaries, Dynamic Energy Development Corporation and Transformation Consulting. All intercompany balances and transactions have been eliminated.
The accompanying unaudited consolidated financial statements primarily reflect the financial position, results of operations and cash flows of Company (as discussed above). The accompanying unaudited condensed consolidated financial statements of Company have been prepared in accordance with GAAP for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or for any other period. Amounts related to disclosures of December 31, 2012, balances within those interim condensed consolidated financial statements were derived from the audited 2012 consolidated financial statements and notes thereto filed on Form 10-K on April 16, 2013.
Use of Estimates
Preparation of the Company's financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates.
Development Costs
Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned.
Development costs are as follows:
Cash and Cash Equivalents
Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase. As of June 30, 2013 and December 31, 2012, the Company had no cash equivalents.
Financial Instruments and Concentration of Risk
The fair values of financial instruments, which include cash, accounts payable and accrued liabilities and convertible notes, were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments. Management does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments.
Fair Value of Financial Instruments
The Company accounts for the fair value of financial instruments in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.
The three levels are defined as follows:
The fair value of the Company's cash, accounts payable and accrued expenses approximate carrying value because of the short-term nature of these items.
Management believes it is not practical to estimate the fair value of loan to related parties because the transactions cannot be assumed at arm's length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.
Intangible Assets and Impairment of Long-lived Assets
The Company has adopted the provision codified in ASC 350, Intangibles Goodwill and Other which revises the accounting for purchased goodwill and intangible assets. Under ASC 350, goodwill and intangible assets with indefinite lives are no longer amortized and are tested for impairment annually. The determination of any impairment would include a comparison of estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset as well as a comparison of the fair value to book value of the Company.
Intangible assets comprised the customer lists purchased in connection with the acquisition of Transformation Consulting on March 9, 2011. The intangible assets were reported at acquisition cost and were to be amortized on the basis of managements estimate of the future cash flows from this asset over approximately five years, which was managements initial estimate of the useful life of the customer lists.
In accordance with ASC Topic 360-10-15 (prior authoritative literature: SFAS 144), the Company performed an assessment as of December 31, 2011. The Company assessed the recoverability of the carrying value of its intangible assets based on estimated undiscounted cash flows to be generated from this asset. For the year ended December 31, 2011, the Company determined that, based on estimated future cash flows, the intangible asset was fully impaired; accordingly, an impairment loss of the carrying amount of $2,000,000 was recognized and is included in impairment loss on intangibles.
Revenue Recognition
The Company recognizes revenue in accordance with the FASB ASC Section 605-10-S99, Revenue Recognition, Overall, SEC Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured.
Specifically with respect to TC, commission revenue is earned on consulting services provided to a company controlled by a director of the Company. TC earns these commissions based on this companys revenues from certain direct to consumer membership club products. Commissions earned are recorded when deposited into an escrow account, effectively allowing for uncertainty of collectability and bad debt issues.
Loss Per Common Share
Basic loss per common share (EPS) is calculated by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of common shares that are exercisable or converted into common stock is not material to affect diluted EPS results. Further, since the Company shows losses for the periods presented basic and diluted loss per share are the same for all periods presented. As of June 30, 2013 and December 31, 2012, there were no outstanding dilutive securities.
Certain Reclassification
Certain 2012 items were reclassified to conform to current year presentation. Such reclassifications had no effect on 2012 net income.
Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted the accounting standards codified in ASC 740, Income Taxes as of its inception. Pursuant to those standards, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in future years.
ASC 740-10-25 prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. An entity may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.
The Company does not have any unrecognized tax benefits as of June 30, 2013 and December 31, 2012 that, if recognized, would affect the Company's effective income tax rate. The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or have any accrual for interest and penalties relating to income taxes as of June 30, 2013 and December 31, 2012.
Common Share Non-Monetary Consideration
In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which:
i) the counterpartys performance is complete;
ii) a commitment for performance by the counterparty to earn the common shares is reached; or
iii) the common shares are issued if they are fully vested and non-forfeitable at that date.
Stock-Based Compensation
On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty.
Share Purchase Warrants
The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.
Recently and Issued Accounting Pronouncements
Adopted
In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04: Fair Value Measurement (Topic 820) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This is a new accounting standard on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The standard is effective for interim and annual periods beginning after December 15, 2011. The adoption of this accounting standard does not have a material impact on the Company's consolidated financial statements and related disclosures.
In September 2011, the FASB issued an update that allows companies to assess qualitative factors to determine whether they need to perform the two-step quantitative goodwill impairment test. Under the option, an entity no longer would be required to calculate the fair value of a reporting unit unless it determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011 although early adoption is permitted. The adoptation of this guidance does not have a material impact on the Company's consolidated financial statements and related disclosures.
In December 2011, the FASB issued ASU No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities . This accounting update requires that an entity disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The accounting update is effective for annual periods beginning on or after January 1, 2013. The adoption of this accounting standard does not have a material impact on the Company's consolidated financial statements and related disclosures.
In July 2012, the FASB issued Accounting Standards Update No. 2012-02, IntangiblesGoodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. The update simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. Examples of intangible assets subject to the guidance include indefinite-lived trademarks, licenses, and distribution rights. The standard applies to all public, private, and not-for-profit organizations. The amendments in this update are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoptation of this guidance did not have a material impact on the Company's consolidated financial statements and related disclosures.
Not Adopted
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our consolidated financial statements and related disclosures.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Summary Of Significant Accounting Policies Details | ||||
Development Costs | $ 0 | $ 31,593 | $ 0 | $ 180,984 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
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Summary Of Significant Accounting Policies | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Development Costs |
|
RELATED PARTY TRANSACTIONS AND AMOUNTS OWING (Details Narrative) (USD $)
|
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Related Party Transactions And Amounts Owing Details Narrative | ||||||
Amounts due to a related party | $ 183,045 | $ 183,045 | $ 119,139 | |||
Gross revenues | 103,776 | 405,479 | ||||
Contingent consideration payable | 1,015,362 | 1,015,362 | 1,015,362 | |||
Common stock issued against warrants | 1,000,000 | 1,000,000 | 2,000,000 | 2,000,000 | 1,204,315 | 7,732,824 |
Value of each warrant | 20,000 | 160,000 | 70,000 | 230,000 | ||
Obligation to issue warrants for common stock | 10,000,000 | 10,000,000 | 10,000,000 | |||
Consulting services for development and construction | 0 | 120,000 | ||||
Accounts payable balance | 28,000 | 7,000 | 28,000 | 7,000 | ||
Strategic business and legal services | 7,000 | 10,500 | 17,500 | 21,000 | ||
Minimum amount to be raised through paid in capital | 200,000 | |||||
Failure to raise funds through paid in capital | 200,000 | 200,000 | ||||
Purchase of equipment | 400,000 | |||||
TC gross revenues | 2,000,000 | 2,000,000 | ||||
Payments, net of refunds, made to Director | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS AND AMOUNTS OWING (Details) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Related Party Transactions And Amounts Owing Details | ||
Contingency consideration due | $ 2,000,000 | $ 2,000,000 |
Less: payments, net of refunds, to Director | 984,638 | 984,938 |
Contingency consideration payable, net | $ 1,015,362 | $ 1,015,362 |
COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Details Narrative) (USD $)
|
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
Commitments And Contractual Obligations Details Narrative | ||||||
Legal expenses | $ 7,000 | $ 10,500 | $ 17,500 | $ 21,000 | ||
Amounts due | 28,000 | 28,000 | 10,500 | |||
Credit owed | 183,045 | 183,045 | 119,139 | |||
Interest expense | 16,953 | 20,803 | 21,787 | |||
Consulting expenses | 0 | 120,000 | 0 | 120,000 | ||
Warrant issued description | Issuance of one Warrant for 1,000,000 shares of common stock, valued at $20,000 and $160,000, respectively, to TMDS under this agreement. During the six months ended June 30, 2013 and 2012, the Company recorded the issuance of one Warrant for 2,000,000 shares of common stock,valued at $70,000 and $230,000, respectively, to TMDS under this agreement.As of June 30, 2013 and December 31, 2012, the Company is obligated to issue seven Warrants totaling 11,000,000 shares of common stock and six Warrants totaling 10,000,000 shares of common stocks, respectively, to TDMS under this agreement. | |||||
DEDC or its affiliates failed to raise amount | $ 2,000,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)
|
3 Months Ended |
---|---|
Jun. 30, 2013
|
|
Summary Of Significant Accounting Policies Details | |
Impairment loss carrying amount | $ 2,000,000 |
DESCRIPTION OF BUSINESS
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Description Of Business | |
NOTE 1 - DESCRIPTION OF BUSINESS | Dynamic Energy Alliance Corporation (DEAC) was formerly Mammatech Corporation (MAMM) (or the Company), and was incorporated in the State of Florida on November 23, 1981 as Mammatech Corporation. From 1981 through the first quarter of 2011, the Companys business was that of a marketer of tumor detection equipment. On March 9, 2011, Mammatech and Dynamic Energy Development Corporation (DEDC), a private corporation, transacted a reverse triangular merger in which DEDC became a subsidiary of Mammatech and DEDC staff began to operate the Company, shifting its focus to the recoverable energy sector. The fiscal year end of the Company was changed to December 31 from August 31. The Company formally changed its name to Dynamic Energy Alliance Corporation, having amended its Articles of Incorporation effective September 15, 2011. The Companys new trading symbol, DEAC, became effective in December 2011.
Through its wholly owned subsidiary, Dynamic Energy Development Corporation (DEDC), the Company has a business plan to develop, commercialize, and sell innovative technologies in the recoverable energy sector. Specifically, it is focused on identifying, combining and enhancing existing industry technologies with proprietary recoverable production and finishing processes to produce synthetic oil, carbon black, gas, and carbon steel from discarded or waste tires waste. This process will be accomplished with limited residual waste product and significant reductions in greenhouse gases, compared to traditional processing. To maximize this opportunity, the Company has developed a scalable, commercial development strategy to build "Energy Campuses" with low operational costs and long-term, recurring revenues.
In conjunction with the acquisition of DEDC, the Company acquired Transformation Consulting (TC), a wholly-owned subsidiary of DEDC. TC provides business development, marketing and administrative consulting services. Through a January 2010 management services and agency agreement (Agency Agreement), TC receives revenues from a related party based on billings received from certain of TCs direct to consumer membership club products that were transferred to the related party under the Agency Agreement.
Merger Acquisition by way of Share Exchange
On March 9, 2011, the Company effectively completed a merger acquisition transaction whereby it entered into a Share Exchange Agreement (SEA) with DEDC, a privately held corporation, with DEDC becoming a wholly-owned subsidiary of the Company. All of the shares of DEDC were transferred to Dynamic Energy Development Corporation, a Delaware corporation. This company was then merged with the Company. The share transactions to complete the merger transaction are hereinafter collectively referred to as the Merger. All costs incurred in connection with the Merger have been expensed. Following the Merger, the Company abandoned its prior business and concurrently adopted DEDCs business plan as its principal business. In addition, the director and officer of MAMM were replaced by the directors and officers of DEDC. |
MERGER WITH DYNAMIC ENERGY DEVELOPMENT CORPORATATION
|
6 Months Ended | ||||
---|---|---|---|---|---|
Jun. 30, 2013
|
|||||
Merger With Dynamic Energy Development Corporatation | |||||
NOTE 3 - MERGER WITH DYNAMIC ENERGY DEVELOPMENT CORPORATION |
This merger acquisition was transacted as follows (The Companys shares of common stock disclosures in this note have been presented on a post forward stock split basis.):
The Company, DEDC and Verdad Telecom (MAMM Controlling Shareholder) entered into a Share Exchange Agreement, pursuant to which MAMM Controlling Shareholder, owning an aggregate of 44,786,188 shares of common stock, $.0001 par value per share, of the Company (Common Stock), equivalent to 85.5% of the issued and outstanding Common Stock (the Old MAMM Shares) would return its shares to treasury and DEDC shareholders would exchange 17,622,692 DEDC shares on a one for one basis of newly issued shares of the Company. On return of such shares to treasury, the MAMM Controlling Shareholder received a cash payment of $322,000 (the Purchase Price). In addition, prior to the effective time of the Merger, 6,000,000 shares of the Companys common stock were issued to a debenture holder pursuant to an investment bonus feature in the convertibility of debenture notes. Immediately prior to the effective time of the Merger, 22,871,100 shares of the Companys common stock were issued and outstanding. Upon completion of the Merger, the DEDC shareholders owned approximately 69.8% of the Companys issued and outstanding common stock.
All references to share and per share amounts in these financial statements have been restated to retroactively reflect the number of common shares of MAMM common stock issued pursuant to the Merger.
The Merger was accounted for as a reverse acquisition pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805-40-25.1, which provides that the merger of a private operating company into a non-operating public shell corporation without significant net assets typically results in the owners and management of the private company having actual or effective operating control of the combined company after the transaction, with the shareholders of the former public corporation continuing only as passive investors.
These transactions are considered by the Securities and Exchange Commission to be capital transactions in substance, rather than business combinations. That is, the transaction is equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation, accompanied by a recapitalization. Accordingly, the Merger has been accounted for as a recapitalization, and, for accounting purposes, DEDC is considered the accounting acquirer in a reverse acquisition.
The Companys historical accumulated deficit for periods prior to March 9, 2011, in the amount of $3,075,165 was eliminated by offset against additional-paid-in-capital, and the accompanying financial statements present the previously issued shares of MAMM common stock as having been issued pursuant to the Merger on March 9, 2011. The shares of common stock of the Company issued to the DEDC stockholders in the Merger are presented as having been outstanding since December 13, 2010, the month when DEDC first sold its equity securities.
Because the Merger was accounted for as a reverse acquisition under Generally Accepted Accounting Principles (GAAP), the financial statements for periods prior to March 9, 2011 reflect only the operations of DEDC. |
RELATED PARTY TRANSACTIONS AND AMOUNTS OWING
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Related Party Transactions And Amounts Owing | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE 6 - RELATED PARTY TRANSACTIONS AND AMOUNTS OWING |
The amounts due to a related party at June 30, 2013 and December 31, 2012 of $183,045 and $119,139, respectively, represent an unsecured promissory note (Cronin - LOC) due to a shareholder and director of the Company. These amounts are unsecured, bear interest at 15% per annum and payable, with accumulated interest, and due December 31, 2011. The Company is still seeking funding to fulfill its financial obligations under this agreement and is in default for non-payment. Without funds to settle this obligation or obtaining consent from the related party to defer payment of the amount owing, the related party has the right to demand payment from the Company. In conjunction with the execution of the Cronin - LOC, the Company issued a Warrant to the shareholder and director for the purchase of 9,000,000 shares of common stock in July 2011.
As disclosed in Form 8-K, dated May 8, 2013, effective May 7, 2013, Charles R. Cronin, Jr. (Cronin), a Director of the Company, accepted the Companys offer to have Cronin deposit funds for fees due the Auditors, Anton & Chia, LLP, and for deferral of due dates for specific payments on the TCI Agreement, previously due in 2012. In exchange for the deferral of $1,015,362 to May 26, 2013 and the deposits for the Auditors fees, the Company assumes all of the TCI related debt under the TCI Agreement on a joint and several liability basis with its subsidiary DEDC (See Note 4).
Pursuant to Stock Purchase Agreement between a director of the Company (the Director) and DEDC, dated February 25, 2011 and Amendments No. 1, No. 2 and No. 3 to Stock Purchase Agreement, dated December 30, 2011, March 31, 2012 and September 26, 2012, respectively, DEDC acquired all of the outstanding shares, of Transformation Consulting (TC). The purchase price for the shares was $2,000,000, payable from the gross revenues of TC, subject to the following contingent reduction or increase of the purchase price. If TCs gross revenues during the two years following the closing are less than $2,000,000, then the purchase price for the shares shall be reduced to the actual revenue received by TC during the two year period. If TCs revenues during the same two year period exceed $2,000,000, then the purchase price for the shares shall be increased by one-half of the excess revenues over $2,000,000 (contingent consideration).
TCs revenues are primarily related to revenues received from an entity controlled by the Director (related entity) under a January 2010, Management Services and Agency Agreement (Agency Agreement). Under the Agency Agreement, TC receives revenues based on billings received from certain of TCs direct to consumer membership club products that were transferred to the related entity under the Agency Agreement. Pursuant to the Agency Agreement, TC agreed to (1) transfer to the related entity the ownership of certain TC current direct to consumer membership products upon TC receiving a total of $1,000,000 in revenues; (2) introduce the related entity to TCs existing and potential vendors for use in managing the TC current programs on behalf of TC; and (3) have the related entity act as TCs sales agent for new product sales. In consideration, TC receives all gross receipts of existing sales, less the related entitys management fee of 20% of gross sales. Separately, TC and the related entity would each be entitled to 50% of new business sales. After total payments of $2,000,000 to TC from all related revenues under the Agency Agreement, the related entity would no longer be obligated to pay TC any further compensation.
Pursuant to the contingent consideration of $2,000,000 due to the Director from TC, all revenues generated by TC under the Agency Agreement are disbursed to Director. All cash management services, pertaining to the revenues generated by TC under the Agency Agreement are managed by the Director directly from an escrow account, including deposits of revenues and payment disbursements to the Director. As a result, the Company does not have access to the cash flow from such revenues, which are administered from said escrow account. Contingent consideration is payable based on a payment schedule, as amended, as follows:
For the three months ended June 30, 2013 and 2012, TC gross revenues totaled $0 and $103,776, respectively. For the six months ended June 30, 2013 and 2012, TC gross revenues totaled $0 and $405,479, respectively.
Through June 30, 2013, payments, net of refunds, made to Director totaled $0. At June 30, 2013 and December 31, 2012, contingent consideration payable to Director is $1,015,362 and $1,015,362, respectively, as follows:
On June 1, 2012, the Company, through its wholly owned subsidiary, DEDC, entered into an assignment and assumption agreement (Assignment Agreement) with IWSI PS Plan, an entity controlled by Charles R. Cronin, Jr., a shareholder and director of the Company, and C.C. Crawford Retreading Company, Inc. (CTR), pursuant to which DEDC assigned its rights to acquire CTR to IWSI PS Plan (IWSI PS). On March 20, 2012, DEDC had entered into a stock purchase agreement with CTR in which DEDC agreed to acquire 100% of the issued and outstanding common shares of CTR. See Note 8. Commitments and Contractual Obligations Stock Purchase Agreement - C.C. Crawford Retreading Company, Inc., for discussion.
On October 2, 2012, the DEDC executed a Right of First Refusal and Option Agreement (Right of First Refusal) with IWSI PS Plan for both an option to purchase and right of first refusal to purchase CTR.
The option to purchase granted to the DEDC extends for one year from the date of execution, and provides for certain terms and conditions as follows:
After 180 days from the date of execution of the Assignment Agreement, if IWSI PS receives a bona fide offer or enters into a purchase agreement with a Third Party Offeree to purchase CTR and DEDC fails to execute the Right of First Refusal, then the Right of First Refusal is terminated. Further, the Right of First Refusal and Option Agreement is terminated if DEDC, or its affiliates, does not raise a minimum of $2,000,000 through paid in capital of debentures by March 31, 2013.
DEDC or its affiliates failed to raise the minimum of $2,000,000 as of March 31, 2013, and accordingly, the Right of First Refusal and Option agreement terminated March 31, 2013.
On October 10, 2012, the Company, through its wholly owned subsidiary, Dynamic Energy IP Corporation (DEIP), executed a Non-Binding Letter of Intent (LOI) with Terpen Kraftig LLC (TK), a company managed by two of the Companys Directors, Charles R. Cronin, Jr. and Dr. Earl Beaver, contemplating a definitive agreement within 45 days from said letter of intent under which TK would assign to DEIP the exclusive, worldwide license and right in and to Licensors catalyst(s), reactor and fractionator technology relating to the recovery of high valued organics from the processing of waste tires (the Licensed Technology).
The LOI sets forth terms for a future definitive agreement that anticipates that the term of the license and assignment to Licensor of the Licensed Technology shall be the greater of (a) twenty-five (25) years, or (b) twenty (20) years from the issuance of the Licensed IP patent(s), whichever is greater, and that compensation payable to TK from the Company and DEIP would consist of:
The LOI contains customary warranties and representations and confidentiality provisions, including specific terms which are considered trade secrets, and are therefore not being released.
The Company is still seeking funding and is in default on this agreement due to non-payment. Without funds to secure the exclusivity of the term sheet or obtain consent from TK to defer payment of the amount required, there is no formal agreement between TK and the Company at this time. The Definite Agreement is still being negotiated.
Related party transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
On January 17, 2013, the ICNA agreement was further amended to terminate the agreement effective February 1, 2012. Under this amendment, DEDC and PS have agreed that all work under the ICNA agreement has been performed for those services through January 2012, and there are no obligations due PS as of June 30, 2013 and December 31, 2012. |
ACQUISITION OF TRANSFORMATION CONSULTING
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Acquisition Of Transformation Consulting | |
NOTE 4 - ACQUISITION OF TRANSFORMATION CONSULTING | On March 9, 2011, DEDC acquired all of the outstanding shares, of Transformation Consulting (TC) pursuant to a Stock Purchase Agreement between a director of the Company (the Director) and DEDC, dated February 25, 2011 and Amendments No. 1, 2 and 3 to Stock Purchase Agreement, dated December 30, 2011, March 31, 2012 and September 26, 2012, respectively (TCI Agreement). The purchase price for the Shares was $2,000,000, payable from the gross revenues (pre-tax) of TC, as received, subject to the following contingent reduction or increase of the purchase price. If TCs gross revenues during the two years following the closing are less than $2,000,000, then the purchase price for the shares shall be reduced to the actual revenue received by TC during the two year period. If TCs revenues during the same two year period exceed $2,000,000, then the purchase price for the shares shall be increased by one-half of the excess revenues over $2,000,000 (contingent consideration). At the time of the acquisition, TC had minimal tangible assets and the entire $2,000,000 purchase price was allocated to a customers list intangible asset.
Through June 30, 2013, TC gross revenues under the Stock Purchase Agreement totaled approximately $2,000,000 Through June 30, 2013, payments of the purchase price, net of refunds, totaled $984,638. At June 30, 2013, contingent consideration payable is $1,015,362. Under an amended payment schedule, the contingent consideration owing is due May 26, 2013.
As disclosed in Form 8-K, dated May 8, 2013, effective May 7, 2013, Charles R. Cronin, Jr. (Cronin), a Director of the Company, accepted the Companys offer to have Cronin deposit funds for fees due the Auditors, Anton & Chia, LLP, and for deferral of due dates for specific payments on the TCI Agreement, previously due in 2012. In exchange for the deferral of $1,015,362 to May 26, 2013 and the deposits for the Auditors fees, the Company assumes all of the TCI related debt under the TCI Agreement on a joint and several liability basis with its subsidiary DEDC |
CAPITAL STOCK (Details) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|---|
Issued | 23,500,000 | 20,500,000 | 15,000,000 |
Financing Expense at the time of issue | $ 1,624,052 | ||
Warrant [Member] | Issued July 9, 2011 [Member]
|
|||
Issued | 9,000,000 | ||
Outstanding Shares Issued | $ 0.033 | ||
Fair Value Issued | $ 0.107 | ||
Remaining Contractual Term Issued | 3 years 7 days | ||
Financing Expense at the time of issue | 964,297 | ||
Warrant [Member] | Issued July 21, 2011 [Member]
|
|||
Issued | 3,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.11 | ||
Remaining Contractual Term Issued | 2 years 18 days | ||
Warrant [Member] | Issued October 19, 2011 [Member]
|
|||
Issued | 3,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.11 | ||
Remaining Contractual Term Issued | 2 years 3 months 18 days | ||
Financing Expense at the time of issue | 659,755 | ||
Warrant [Member] | Issued January 17, 2012 [Member]
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.07 | ||
Remaining Contractual Term Issued | 2 years 6 months 18 days | ||
Financing Expense at the time of issue | 70,000 | ||
Warrant [Member] | Issued March 17, 2012 [Member]
|
|||
Issued | 500,000 | ||
Outstanding Shares Issued | $ 0.001 | ||
Fair Value Issued | $ 0.14 | ||
Remaining Contractual Term Issued | 2 years 8 months 16 days | ||
Financing Expense at the time of issue | 70,000 | ||
Warrant [Member] | Issued April 16, 2012 [Member]
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.16 | ||
Remaining Contractual Term Issued | 2 years 9 months 15 days | ||
Financing Expense at the time of issue | 160,000 | ||
Warrant [Member] | Issued July 1, 2012 [Member]
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.1 | ||
Fair Value Issued | $ 0.1 | ||
Remaining Contractual Term Issued | 3 years | ||
Financing Expense at the time of issue | 100,000 | ||
Warrant [Member] | Issued July 15, 2012 [Member]
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.08 | ||
Remaining Contractual Term Issued | 3 years 15 days | ||
Financing Expense at the time of issue | 80,000 | ||
Warrant [Member] | Issued October 13, 2012 [Member]
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.09 | ||
Remaining Contractual Term Issued | 3 years 3 months 15 days | ||
Financing Expense at the time of issue | 90,000 | ||
Warrant [Member] | Issued in 2012 [Member]
|
|||
Issued | 5,500,000 | ||
Financing Expense at the time of issue | 570,000 | ||
Warrant [Member] | Issued January 1, 2013
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.2 | ||
Fair Value Issued | $ 0.06 | ||
Remaining Contractual Term Issued | 3 years 6 months 4 days | ||
Financing Expense at the time of issue | 60,000 | ||
Warrant [Member] | Issued January 11, 2013
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.05 | ||
Remaining Contractual Term Issued | 3 years 6 months 11 days | ||
Financing Expense at the time of issue | 50,000 | ||
Warrant [Member] | Issued in April 11, 2013 [Member]
|
|||
Issued | 1,000,000 | ||
Outstanding Shares Issued | $ 0.0001 | ||
Fair Value Issued | $ 0.02 | ||
Remaining Contractual Term Issued | 3 years 9 months 11 days | ||
Financing Expense at the time of issue | 20,000 | ||
Warrant [Member] | Issued in 2013 [Member]
|
|||
Issued | 3,000,000 | ||
Financing Expense at the time of issue | $ 110,000 |
SEGMENT INFORMATION (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Operating income (loss) | ||||
Consulting services | $ 0 | $ 34,990 | $ 0 | $ 280,651 |
Recoverable energy | 0 | (317,302) | 0 | (771,351) |
Total | $ (282,312) | $ (490,700) |