SavWatt USA, Inc.
Notes to Financial Statements
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
SavWatt USA, Inc. (“SavWatt”) (hereinafter "the Company") was incorporated on October 20, 2006 under the laws of the State of Delaware under the name Ludvik Captial, Inc. for the purpose of becoming a successor corporation by way of merger with Patriot Advisors, Inc. (“Patriot”) and Templar Corporation (“Templar”), pursuant to a plan of reorganization and merger approved by the United States Bankruptcy Court, District of Maine in Case No. 04-20328 whereby the Company was the continuing entity.
Following approval of the plan of reorganization and merger, the Company's business plan consisted of investing in public and private companies, providing long term equity and debt investment capital to fund growth and acquisitions and recapitalizations of small and middle market companies in a variety of industries primarily located in the United States.
Since inception, the Company has had minimal operations and minimal revenues earned. On April 5, 2010, the Company amended its articles of incorporation and changed its name to SavWatt USA, Inc.
The Company plans to capitalize on the largely unaddressed commercial and consumer market for energy-efficient LED lighting by investing in product and corporate marketing. With public relations and advertising throughout the media, the Company’s goal is to establish a recognized, popular consumer LED brand, spearheading and establishing a leading market share in the growing energy-efficient bulb sector during the next three to five years.
The Company year’s end is December 31st
.
The Company's corporate headquarters were originally located in Virginia but are currently located in New York, NY.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the financial statements, the Company incurred net losses of $3,169,275 for the six months ended June 30, 2012. In addition, the Company has incurred an accumulated deficit amounting to $50,673,593. The Company has generated minimal revenues and has minimal cash resources.
These circumstances raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's efforts have been directed towards the development and implementation of a plan to generate sufficient revenues to cover all of its present and future costs and expenses.
Management is taking steps to address this situation. The Company has determined that it cannot continue with its business operations as outlined in its original business plan because of a lack of financial resources; therefore, management has redirected their focus towards identifying and pursuing options regarding the development of a new business plan and direction. The Company intends to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. The Company is in the process of raising capital by implementing its business plan in LED lighting and expects to generate sufficient revenue by the 4th quarter of 2012 with a positive cash flow. Until then, the Company will not have the required capital resources or credit lines available that are sufficient to fund operations.
The Company has operating costs and expenses at the present time for development of its business activities. The Company, however, will be required to raise additional capital over the next twelve months to meet its current administrative expenses, and it may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of its equity securities, loans from its directors and or convertible notes. There is no assurance that additional financing will be available, if required, or on terms favorable to the Company.
During 2012 and 2011, the Company issued several short-term convertible notes.Due to the DTC "Chill" imposed by DTC Corporation on the Company’s common stock, the anticipated cash flow from the sale on shares relating to the convertible notes during first half of 2012 were limited andthe Company’s ability to raise capital through issuing convertible notes was greatly diminished causing the Company extensive setbacks.
The lack of capital negatively impacted the Company’s operations causing the Company to terminate and vacate its leased business facilities in Maryland, New York and in Virginia. This resulted in the Company recognizing a leasehold abandonment accrual of $511,067 and an impairment of leasehold improvements totaling $455,058. Currently the Company occupies an office in New York City in a shared office environment on a month to month basis.
In addition, due to the lack of capital, the Company entered into a settlement agreement with P2I to cancel the license agreement, return the P2I equipment and thus release the Company of all obligations under the contract. This resulted in the Company removing the license agreement recorded as an intangible asset of $1,100,000 as well as reversing the P2I equipment the Company possessed totaling $151,593, against the related liability account. The net effect on the balance sheet is $0.
Management is currently rebuilding the management team, product lines and strategic partnerships, as it continues to seek avenues to combat and/or to eliminate the DTC "Chill" and its consequences.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
The foregoing unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2011. In the opinion of management, the unaudited interim financial statements furnished herein include adjustments, all of which are of a normal recuing nature, necessary for a fair statement of the results for all the interim periods presented. Operating results for the six month period ending June 30, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the accompanying financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
DEVELOPMENT STAGE ACTIVITIES
For all periods prior to December 31, 2011, the Company considered itself a development stage enterprise. During the year ended December 31, 2011, the Company generated approximately $61,000 in revenue and made significant progress toward achieving its intended business plan of producing, marketing and selling Light Emitting Diode ("LED") lighting. As a result of the generation of revenue as well as a result of the Company development the Company no longer considers itself a development stage enterprise.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all short-term debt with original maturities of three months or less to be cash equivalents.
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable are stated at the amount the Company expects to collect. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company's estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate of the allowance for doubtful accounts will change.
As of December 31, 2011 accounts receivable are presented net of an allowance for doubtful accounts of $14,194.
As of June 30, 2012 accounts receivable are presented net of an allowance for doubtful accounts of $8,159.
CONCENTRATION OF CREDIT RISKS
The Company is subject to concentrations of credit risk primarily from cash and cash equivalents.
The Company’s cash and cash equivalents accounts are held at financial institutions and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. During the six-month period ended June 30, 2012, the Company did not exceed the FDIC insurance limit.
At June 30, 2012, one of the Company’s customers accounted for 100% of its accounts receivable.
PROPERTY AND EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.
Depreciation is provided for over the estimated useful lives of the related asset using the straight-line method. As of June 30, 2012 property and equipment consists of primarily computer equipment.
The estimated useful lives for significant equipment categories are from 3 to 5 years and for leasehold improvements the useful life is 10 years.
INVENTORY
The Company's inventory consists entirely of finished goods, and is valued at lower of cost or market price. Cost is determined on a first-in, first-out ("FIFO") basis. To ensure inventory is carried at the lower of cost or market, the Company periodically evaluates the carrying value and also periodically performs an evaluation of inventory for excess and obsolete items. Such evaluations are based on management's judgment and use of estimates. Such estimates incorporate inventory quantities on-hand, aging of the inventory, sales forecasts for particular product groupings, planned dispositions of product lines and overall industry trends. During the six months ended June 30, 2012 and 2011, the Company recorded an impairment of inventory of $59,831 and $0, respectively.
REVENUE RECOGNITION
Revenue is recognized when all of the following criteria are met: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller's price to the buyer is fixed and determinable; and, (4) collectability is reasonably assured. The Company has earned minimal revenue since inception.
USE OF ESTIMATES
The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.
PROVISION FOR TAXES
Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against the deferred tax asset if management does not believe the Company has met the "more likely than not" standard to allow recognition of such an asset.
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is anti-dilutive. Such securities shown below, presented on a common share equivalent basis and outstanding as of June 30, 2012 has been excluded from the per share computations as their effect would be anti-dilutive:
|
|
|
June 30, 2012
|
|
|
Convertible Preferred Stock
|
|
|
13,035
|
|
|
Convertible Bridge Notes and Notes Payable
|
|
|
18,955,223
|
|
The average number of common shares outstanding through June 30, 2012 has been retroactively adjusted for the 1 for 1,918 reverse stock split effective May 14, 2012. FINRA approved the reverse on July 20, 2012.
STOCK BASED COMPENSATION
The Company accounts for stock based compensation transactions with employees under the provisions of ASC Topic No. 718, "Compensation, Stock Compensation" ("Topic No. 718"). Topic No. 718 requires the recognition of the fair value of equity-based compensation in net income. The fair value of the Company's equity instruments are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. In addition, the calculation of equity-based compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of equity-based awards granted to employees is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of Topic No. 718.
The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, "Equity-Based Payments to Non-Employees" ("Topic No. 505-50"). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. When the equity instrument is utilized for measurement the fair value of the equity instrument is estimated using the Black- Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to receive cash for the goods or services instead of paying with or using the equity instrument.
REVERSE STOCK SPLIT
Effective May 14, 2012, the Company filed an amendment to its certificate of incorporation with the Secretary of State of Delaware to effect a 1 to 1,918 reverse split of its common stock. The reverse split was approved by FINRA on July 20, 2012.All references to the Company's outstanding shares, and options, have been adjusted to give effect to the 1 for 1,918 reverse stock split.
DERIVATIVE LIABILITIES
The Company assessed the classification of its derivative financial instruments as of June 30, 2012 and December 31, 2011, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.
ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.
The Company believes that certain conversion features embedded in its convertible notes payable and rights to the Company’s common stock are not clearly and closely related to the economic characteristics of the Company’s stock price. The Company does not have a sufficient amount of authorized shares to satisfy its obligations under the convertible notes payable and rights to the shares of common stock. Accordingly, the Company has recognized derivative liabilities in connection with such instruments. The Company uses judgment in determining the fair value of derivative liabilities at the date of issuance at every balance sheet thereafter. The Company uses judgment in determining which valuation is most appropriate for the instrument (e.g., Black Scholes), the expected volatility, the implied risk free interest rate, as well as the expected dividend rate. Upon issuance the fair value was calculated using the Black-Scholes option pricing model with the following factors, assumptions, and methodologies:
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June 30,
2012
|
|
|
December 31,
2011
|
|
|
|
|
|
|
|
|
|
|
Fair value of Company’s common stock
|
|
$
|
0.1923
|
|
|
$
|
0.959
|
|
|
Volatility
|
|
|
150% - 354
|
%
|
|
|
171%-250
|
%
|
|
Exercise price
|
|
$
|
0.1918–0.3452
|
|
|
$
|
0.5754-0.959
|
|
|
Estimated life
|
|
1 year
|
|
|
1 year
|
|
|
Risk free interest rate (based on 1-year treasury rate)
|
|
|
.16
|
%
|
|
|
.15
|
%
|
The fair value of our financial instruments at June 30, 2012 and December 31, 2011 are as follows:
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|
|
Fair Value Measurements at Reporting Date Using
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|
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
Derivative Liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
300,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liability
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
412,862
|
|
Fair Value of Financial Instruments
Effective January 1, 2008, the Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
|
Level 1:
|
Observable inputs such as quoted market prices in active markets for identical assets or liabilities
|
|
Level 2:
|
Observable market-based inputs or unobservable inputs that are corroborated by market data
|
|
Level 3:
|
Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
|
The Company did not have any Level 2 or Level 3 assets or liabilities as of June 30, 2012 and December 31, 2011, with the exception of its convertible notes payable and derivative liability. The carrying amounts of these liabilities at June 30, 2012 and December 31, 2011, approximate their respective fair value based on the Company’s incremental borrowing rate.
Cash is considered to be highly liquid and easily tradable as of June 30, 2012 and December 31, 2011, and therefore classified as Level 1 within our fair value hierarchy.
In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.
RECLASSIFICATIONS
Certain reclassifications have been made to the prior periods’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or the sum of stockholders’ deficit.
INTANGIBLE ASSETS
License Agreements
License agreements acquired by the Company are reported at acquisition value less accumulated amortization and impairments.
Amortization
Amortization is reported in the income statement straight-line over the estimated useful life of the intangible assets, unless the useful life is indefinite. Amortizable intangible assets are amortized from the date that they are available for use. The estimated useful life of the license agreement is five years which is the term of the underlying license agreement.
The license agreement was cancelled during the six month period ended June 30, 2012.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has evaluated recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC and we have not identified any that would have a material impact on the Company’s financial position, or statements.
NOTE 4 – PROPERTY AND EQUIPMENT
|
|
June 30,
|
|
December 31,
|
|
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
Computer Equipment
|
|
$
|
19,305
|
|
|
$
|
12,985
|
|
|
Leasehold Improvements
|
|
|
-
|
|
|
|
459,722
|
|
|
Machinery
|
|
|
-
|
|
|
|
151,593
|
|
|
Accumulated depreciation
|
|
|
(5,297
|
)
|
|
|
(30,703
|
)
|
|
Total
|
|
$
|
14,008
|
|
|
$
|
593,598
|
|
During the six months ended June 30, 2012, the Company recognized an impairment of leasehold improvements totaling $455,058.
In addition, the Company entered into a settlement agreement to cancel a license agreement and return equipment in the Company’s possession. The return of equipment resulted in the removal of the machinery totaling $151,593.
Depreciation expense amounted to $13,188 and $2,061 for the six months ended June 30, 2012 and 2011 respectively.
NOTE 5 - LEASE ABANDONMENT CHARGE
During the six months ended June 30, 2012, the Company terminated and vacated its leased business facilities in Maryland that was previously used as its warehouse. The related lease has an expiration date of January 31, 2021. As a result of this exit activity, the Company recognized a “Lease abandonment expense” of $353,555 during the six months ended June 30, 2012.
Consistent with ASC 420-10, Accounting for Costs Associated with Exit or Disposal Activities, the Company recorded a $511,067 accrual in June 2012 representing the present value of the net cash flows associated with lease.
NOTE 6 - RELATED PARTY TRANSACTIONS
Due to Sutton Global Associates:
During the year ending December 31, 2011, the Company received approximately $953,860 in short term funding from Sutton Global Associates, Inc., a company owned by Isaac H. Sutton, the Company’s CEO. Additionally, $300,000 of the loan balance was assigned to a stockholder, $600,000 was rolled over into convertible debt instruments and $500,000 was converted into 10 million shares of Series A Preferred Stock.
During the six months ending June 30, 2012 the Company made net payments of approximately $68,000 to Sutton Global Associates, Inc. Additionally the Company has accrued $120,000 related to consulting fees in accordance with Mr. Sutton’s Employment Agreement dated December 1, 2011.
As of June 30, 2012 and December 31, 2011, the balance due to Sutton Global Associates, Inc. amounted to $111,284 and $59,039 respectively.
NOTE 7 – DEBT
Short term Convertible Debt
In 2011, entities related to the Company’s current CEO and sole director assigned $300,000 in payables to a shareholder in the form of convertible debt.
In 2011, this stockholder assigned $1,759,893 of the convertible loan payable to investors and converted $66,927 into 15,481 shares of common stock.
In 2011 the Company converted $251,971 in accrued expenses and accounts payable into debt. During this period this liability was assigned to other debt holders
With respect to some of these assigned convertible notes, some of the terms conversion were modified thereby resulting in the Company recording a beneficial conversion with respect to the modifications.
During the year ended December 31, 2011, the Company issued several short-term convertible notes with a total face amount of $1,755,500. These notes bear interest rates ranging from 5% to 18% payable in full in twelve months or less and which were convertible into shares of Company's common stock at discounts to market on their dates of conversion ranging from 30% to 70% from the market price. These notes have minimum conversion floors ranging from $19.18 to $0.1918 per share.
With respect to the convertibility feature of the assigned convertible notes and the convertible notes issued during the year ended December 31, 2011 the Company recorded a total beneficial conversion of $2,784,162 (which includes $213,913 resulting from transactions that required derivative accounting). Total amortization amounted to $2,436,190, recorded as other expense during the year ended December 31, 2011.
During the year ended December 31, 2011 the Company has converted a total of $2,395,865 of debt and $13,647 in accrued interest into 1,401,679 shares of common stock. In addition to debt the Company has recorded $1,707,573 of modification expense with respect to the conversion.
As of December 31, 2011 the balance of the Company’s short term convertible notes amounted to $1,110,449. The interest on these debentures is accrued and due at the end of the notes term. As of December 31, 2011 the accrued interest amounted to approximately $95,886 and is included in accounts payable and accrued expenses.
During the six months ended June 30, 2012, the Company issued several short-term convertible notes with a total face amount of $442,329. These notes bear interest rates ranging from 8% to 12% payable in full in twelve months or less and which were convertible into shares of Company's common stock at discounts to market on their dates of conversion ranging from 30% to 70% from the market price. These notes have a minimum conversion floors ranging from $0.04795to $1.918 per share.
With respect to the convertibility feature of the assigned convertible notes and the convertible notes issued during the six months ended June 30, 2012 the Company recorded a total beneficial conversion of $514,141 (which includes $144,500 resulting from transactions that required derivative accounting). Total amortization amounted to $659,713, recorded as other expense during the six month period ended June 30, 2012.
During the six months ended June 30, 2012 the Company has converted a total of $388,450 of debt and $4,023 in accrued interest into a total of 3,897,622 shares of common stock. In addition to debt the Company has recorded $375,915 of modification expense with respect to the conversion.
As of June 30, 2012 the balance of the Company’s short term convertible notes amounted to $1,183,651, net of debt discount of $202,400. The interest on these debentures is accrued and due at the end of the notes term. As of June 30, 2012 the accrued interest amounted to approximately $160,383 and is included in accounts payable and accrued expenses.
Other Debt
In October 2010, the Company issued a secured promissory note for $50,000. The note was payable within 90 days and bears an interest rate of 5%. In connection with this note the Company issued 500,000 shares of its common stock as additional consideration valued at $21,249, and accounted for as interest expense during the year ended December 31, 2010. This note was fully satisfied as of December 31, 2011.
NOTE 8 - EQUITY TRANSACTIONS
In Apri12010, the Company amended its Articles of Incorporation changing the name of the Company to SavWatt USA, Inc. and increasing its authorized capital shares from 100,000,000 shares to 2,200,000,000 shares designating 2,000,000,000 as common stock and 200,000,000 shares as preferred stock. In September 2011 the Company increased the total authorized capital to 5,000,000,000 shares authorized designating 4,800,000,000 as common stock and 200,000,000 shares as preferred stock. In 2011 the Company designated 25,000,000 shares of the preferred shares to be Series A Cumulative Preferred Stock ("Preferred Series A"). Each share of Preferred Series A is convertible into ten/1,918 shares of common stock. The Preferred Series A shares vote as a single class with the common stock and are entitled to two hundred votes for each share of Preferred Series A.
In 2011 the Company increased the authorized common stock to 9,800,000,000 shares.
In May 2012, the Company's outstanding shares, and options, have been adjusted to give effect to the 1 for 1,918 reverse stock split.
Preferred Stock Transactions:
In January 2011, Sutton Global converted $250,000 of debt into 5,000,000 shares of Preferred Series A stock.
In July 2011, Sutton Global converted $250,000 of debt into 5,000,000 shares of Preferred Series A stock.
In January 2012, Sutton Global converted $300,000 of debt into 6,000,000 shares of Preferred Series A stock.
In January 2012, Sutton Global converted $90,000 of debt into 9,000,000 shares of Preferred Series A stock.
The issuance of common stock from January 1, 2011 through December 31, 2011 is summarized in the table below:
|
|
|
Number of
shares of
common stock
|
|
|
Fair Value
at Issuance
|
|
|
Per Share
Value at Issuance
|
|
|
|
|
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Stock issued for related party debt settlement
|
|
|
1,303
|
|
|
|
35,000
|
|
|
|
26.85
|
|
|
Stock issued for services
|
|
|
104,921
|
|
|
|
306,671
|
|
|
|
0.959 -26.85
|
|
|
Fair value of common stock issued for interest
|
|
|
521
|
|
|
|
14,000
|
|
|
|
26.85
|
|
|
Common stock issued pursuant to note holder debt conversion – principal
|
|
|
1,417,160
|
|
|
|
2,462,792
|
|
|
|
0.1918 - 19.18
|
|
|
Common stock issued pursuant to note holder debt conversion – interest
|
|
|
9,747
|
|
|
|
13,647
|
|
|
|
.1918-19.18
|
|
|
|
|
|
1,533,653
|
|
|
|
39,658,097
|
|
|
|
|
|
The issuance of common stock from January 1, 2012 through June 30, 2012 is summarized in the table below:
|
|
|
Number of
shares of
common stock
|
|
|
Fair Value
at Issuance
|
|
|
Per Share
Value at Issuance
|
|
|
Stock issued for services
|
|
|
261
|
|
|
$
|
100
|
|
|
$
|
0.5754
|
|
|
Cancellation of shares
|
|
|
(14,077
|
)
|
|
|
-
|
|
|
|
0.1918-0.1923
|
|
|
Fair value of common stock issued for interest
|
|
|
5,214
|
|
|
|
2,000
|
|
|
|
0.3836
|
|
|
Common stock issued pursuant to note holder debt conversion – principal
|
|
|
3,875,102
|
|
|
|
503,450
|
|
|
|
0.0959-0.3165
|
|
|
Common stock issued pursuant to note holder debt conversion – interest
|
|
|
22,520
|
|
|
|
4,023
|
|
|
|
0.1343-0.2244
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3,889,019
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509,573
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NOTE 9 - COMMITMENTS AND CONTINGENCIES
On July 1, 2010, the Company entered into an employment agreement with Michael Haug, as the Company's prior CEO, which responsibilities include running the daily operations of SavWatt USA, Inc. The term of the agreement is for one year at a salary of $84,000, and may be renewed upon mutual agreement by the Company and the employee.
The employment agreement with Michael Haug was not renewed and in October 2011, Mr. Haug was appointed Executive Vice President of Sale. Mr. Haug tendered his resignation in March 2012.
On February 11, 2011, the Company entered into a lease for approximately 24,561 square feet at 1100 Wicomico Street, Suite 700, Baltimore, Maryland, under a written lease for a term of ten years. The Company vacated the premises in July 2012 and is in discussions with the landlord to cancel the lease.
In December 2011, The Company entered in to a lease for approximately 2,886 square feet at 7927 Jonas Brench Drive, Suite 3300, McClean, VA, under a written lease for a term of 2 years. Under the terms of the lease the annual base rent is approximately $ 58,000. In July 2012 the Company vacated the premises.
On April 11, 2012, the Company entered into a consulting agreement (the “Consulting Agreement”) with C&S Solar Holdings, LLC (the “Consultant”). Pursuant to the Consulting Agreement, for a term of three years, the Consultant was engaged by the Company to develop, manage and supervise the Company’s new renewable energy department, renewable energy projects, and provide related services. The Company agreed to pay Consultant (i) base compensation of $900,000, payable in the amount of $25,000 per month over 36 months, (ii) a commission fee equal to 2% of the gross contract price for each contract executed during the term of the Consulting Agreement in the renewable energy department, (iii) a sales commission equal to 3% of the contract price on all sales originated and consummated by Consultant or its representatives, and (iv) a sales commission equal to 1% of the contract price on all sales originated to the renewable energy department by any person or entity other than Consultant or its representatives. The Company further agreed to issue to Consultant 1% of the Company’s authorized shares of common stock annually for every $10,000,000 in sales contracted in the renewable energy department, up to an aggregate of 10% of the Company’s authorized shares of common stock, and an additional 400,000,000 shares of common stock upon the assignment of the Blue Energy & Solar NJ and Waldwick Solar, LLC contract, for the purchase and installation of a solar photovoltaic energy system at certain real property and premises in Waldwick, Bergen County, New Jersey. The Company also granted to Consultant the right to appoint one member of the Company’s board of directors, and Consultant appointed its chief executive officer, Chris Paphites, to the Company’s board of directors. The Company shall pay Mr. Paphites $1,000 per month for serving on the Company’s board of directors. Mr. Paphites was appointed on April 8, 2012 and then resigned as director on June 28, 2012. The agreement was cancelled on June 30, 2012 due to a breach in the agreement.
NOTE 10 – SUBSEQUENT EVENTS
Since June 30, 2012, the Company recorded the following transactions:
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Issued 2,202,750 shares of common stock pursuant to the conversion of $35,611 in short term loans
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Issued 5,000,000 shares of preferred stock pursuant to the conversion of $50,000 in short term loans from a related party.
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Received proceeds amounting to $48,500 related to the issuance of short term loans.
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In April 2012 the Company entered into a consulting agreement with Wakabayashi Fund in Japan and issued 782,065 restricted common shares. In July 2012 the contract was cancelled, the shares were cancelled based on an agreed settlement amount of $50,000.
In July 2012, Sutton Global Associates, an affiliate of the Company, converted 13,035 preferred series A shares to 130,035 common shares. Additionally, Sutton Global Associates converted $50,000 of debt to 5,000,000 preferred series A shares.
In July and August 2012, the Company entered into a consulting agreement and issued 514,360 restricted common shares of the Company’s common stock as compensation.
On August 2, 2012, the Company entered into a Letter Of Intent to acquire 1-800 NY Bulbs. 1-800 NY Bulbs is a leading regional distributor and maintenance provider of commercial lighting fixtures and bulbs. The acquisition is subject to an audit, definitive agreements and financing.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY FORWARD - LOOKING STATEMENT
This Form 10-Q contains "forward-looking statements". Some of the statements contained in this Form 10-Q for SavWatt USA, Inc.("Company"), discuss future expectations, contain projections of results of operation or financial condition or state other "forward-looking" information. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions.
Management expresses its expectations, beliefs and projections in good faith and believes the expectations reflected in these forward-looking statements are based on reasonable assumptions; however, Management cannot assure current stockholders or prospective stockholders that these expectations, beliefs and projections will prove to be correct. Such forward-looking statements reflect the current views of Management with respect to the Company and anticipated future events.
Management cautions current stockholders and prospective stockholders that such forward-looking statements, including, without limitation, those relating to the Company's future business prospects, demand for its products, revenues, capital needs, expenses, development and operation costs, wherever they occur in this Form 10-Q, as well as in the documents incorporated by reference herein, are not guarantees of future performance or results, but are simply estimates reflecting the best judgment of Management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by such forward-looking statements.
Important factors that may cause actual results to differ from projections include, for example:
* the success or failure of management's efforts to implement their business strategy;
* the ability of the Company to raise sufficient capital to meet operating requirements;
* the uncertainty of consumer demand for our products, services and technologies;
* the ability of the Company to protect its intellectual property rights;
* the ability of the Company to compete with major established companies;
* the effect of changing economic conditions;
* the ability of the Company to attract and retain quality employees;
* the current global recession and financial uncertainty; and
* other risks which may be described in future filings with the SEC.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
GENERAL
The Company was incorporated on October 20, 2006, under the name of Ludvik Capital, Inc. We changed our name to SavWatt USA, Inc. on April 5, 2010. On January 12, 2007, we filed a Form 10 registration statement under section 12(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). As a consequence of filing our Form 10, we became subject to the periodic reporting requirements of the Exchange Act and were required to file Annual Reports of Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements pursuant to Regulation 14A and Schedule 14C Information Statements pursuant to the Exchange Act.
The financial statements included in this Form 10-Q have been prepared in accordance with generally accepted accounting principles for financial information and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for smaller reporting companies. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of operations for the three month period ended June 30, 2012 have been reflected herein.
The results of operations for the period ended June 30, 2012 are not necessarily indicative of the results to be expected in the future. These statements should be read in conjunction with the audited financial statements for the year ended December 31, 2011 included in our previously filed Form 10-K.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the financial statements, the Company incurred net losses of $3,169,275 for the six months ended June 30, 2012. In addition, the Company has incurred an accumulated deficit amounting to $50,673,593. The Company has generated minimal revenues and has minimal cash resources.
These circumstances raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management's efforts have been directed towards the development and implementation of a plan to generate sufficient revenues to cover all of its present and future costs and expenses.
Management is taking steps to address this situation. The Company has determined that it cannot continue with its business operations as outlined in its original business plan because of a lack of financial resources; therefore, management has redirected their focus towards identifying and pursuing options regarding the development of a new business plan and direction. The Company intends to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. The Company is in the process of raising capital by implementing its business plan in LED lighting and expects to generate sufficient revenue by the 4th quarter of 2012 with a positive cash flow. Until then, the Company will not have the required capital resources or credit lines available that are sufficient to fund operations.
The Company has operating costs and expenses at the present time for development of its business activities. The Company, however, will be required to raise additional capital over the next twelve months to meet its current administrative expenses, and it may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of its equity securities, loans from its directors and or convertible notes. There is no assurance that additional financing will be available, if required, or on terms favorable to the Company.
During 2012 and 2011, the Company issuedseveral short-term convertible notes.Due to the DTC "Chill" imposed by DTC Corporation on the Company’s common stock, the anticipated cash flow from the sale on shares relating to the convertible notes during first half of 2012 were limited and the Company’s ability to raise capital through issuing convertible notes was greatly diminished causing the Company extensive setbacks.
The lack of capital negatively impacted the Company’s operations causing the Company to terminate and vacate its leased business facilities in Maryland, New York and in Virginia. This resulted in the Company recognizing a leasehold abandonment accrual of $511,067 and an impairment of leasehold improvements totaling $455,058. Currently the Company occupies an office in New York City in a shared office environment on a month to month basis.
In addition, due to the lack of capital, the Company entered into a settlement agreement with P2I to cancel the license agreement, return the P2I equipment and void all license agreements and liabilities. This resulted in the Company removing the license agreement recorded as an intangible asset of $1,100,000 as well as removing the P2I equipment the Company possessed totaling $151,593.
Management is currently rebuilding the management team, product lines and strategic partnerships, as it continues to seek avenues to combat and/or to eliminate the DTC "Chill" and its consequences.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011
The Company has generated minimal revenues since its inception on October 20, 2006. The Company's operations for the six months ended June 30, 2012 and 2011 consist of general and administrative expenses incurred in the amount of $622,723 and $292,143 respectively, professional fees amounting to $239,304and $170,965, respectively and stock based compensation amounting to $270,100 and $62,250, respectively.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011
The Company has generated minimal revenues since its inception on October 20, 2006. The Company's operations for the three months ended June 30, 2012 and 2011 consist of general and administrative expenses incurred in the amount of $109,586 and $588,179 respectively, professional fees amounting to $239,304and $60,881, respectively and stock based compensation amounting to $270,100 and $0, respectively.
LIQUIDITY AND CAPITAL RESOURCES
We had minimal cash on hand as of June 30, 2012 and a working capital deficiency of $3,125,444. We will continue to need additional cash during the following twelve months and these needs will coincide with the cash demands resulting from implementing our business plan and remaining current with our Securities and Exchange Commission filings. There is no assurance that we will be able to obtain additional capital as required, or obtain the capital on acceptable terms and conditions.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2012, that our disclosure controls and procedures were effective as of June 30, 2012.
(b) Changes in Internal Control over Financial Reporting.
During the three months ended June 30, 2012, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is currently involved in three lawsuits. Two lawsuits involve former employees of the Company and the other involve a breach of contract. The Company intends to defend itself vigorously in these matters. At this time, the company is unable to ascertain the outcomes of these suits and has not made any provisions other than the amounts due and under dispute.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
Item 6. Exhibits
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Exhibit No.
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Description
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31.1*
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
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32.1*+
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Schema
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101.CAL **
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XBRL Taxonomy Calculation Linkbase
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101.DEF**
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XBRL Taxonomy Definition Linkbase
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101.LAB**
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XBRL Taxonomy Label Linkbase
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101.PRE**
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XBRL Taxonomy Presentation Linkbase
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* Previously filed or furnished, as applicable, with the Company’s quarterly report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012.
† In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.
** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SavWatt USA, Inc.
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Dated: September 13, 2012
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By:
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/s/ Isaac H. Sutton
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Isaac H. Sutton,
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Its: Chief Executive Officer, Interim Financial Officer
(Principal executive officer,
Principal financial officer and
Principal accounting officer)
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