Blink Charging Co. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
(Mark
One)
x
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ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
The Year Ended December 31, 2009
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
File No. 333-149784
CAR
CHARGING GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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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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1691
Michigan Avenue, Suite 425
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Miami
Beach, Florida
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33139
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 403-4319
Securities
registered under Section 12(b) of
the
Exchange Act:
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None.
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Securities
registered under Section 12(g) of
the
Exchange Act:
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Common stock, par value $0.001
per share.
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(Title
of class)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
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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(Do
not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No x
Aggregate market value of voting common stock held by
non-affiliates of the registrant as of December 31, 2009, was $23,389,292.
As of
April 14, 2010, the registrant had 77,849,214 shares issued and
outstanding.
Documents
Incorporated by Reference:
None.
TABLE
OF CONTENTS
PART
I
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ITEM
1.
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DESCRIPTION OF BUSINESS
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1
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ITEM
2.
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PROPERTIES
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2
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ITEM
3.
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LEGAL PROCEEDINGS
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2
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ITEM
4.
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(REMOVED
AND RESERVED)
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2
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PART
II
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ITEM
5.
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MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
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2
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ITEM
6.
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SELECTED FINANCIAL DATA
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2
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ITEM
7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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2
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ITEM
7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
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5
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ITEM
8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
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F-
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ITEM
9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
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6
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ITEM
9A(T).
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CONTROLS AND PROCEDURES
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6
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PART
III
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ITEM
10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
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6
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ITEM
11.
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EXECUTIVE COMPENSATION
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ITEM
12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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7
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ITEM
13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
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8
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ITEM
14.
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PRINCIPAL ACCOUNTANT FEES AND
SERVICES
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8
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PART
IV
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ITEM
15.
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EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
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9
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SIGNATURES
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10
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PART
I
ITEM
1. DESCRIPTION OF
BUSINESS.
General
The
Company was incorporated in October 2006 in Nevada with the intention of
providing personal consultation services to the general public. On
December 7, 2009, we entered into a Share Exchange Agreement with Car Charging,
Inc., a Delaware corporation (“Car Charging”).
At
closing, pursuant to the majority consent of our board of directors and
shareholders, we (i) approved an amendment to our Articles of Incorporation
changing our name to Car Charging Group, Inc.; and (ii) approved the
authorization of 20,000,000 shares of preferred stock of the
Company. Additionally, we filed a Certificate of Designation with the
state of Nevada designating rights to the authorized preferred stock of the
Company (the “Series A Convertible Preferred Stock”).
We intend
to be an owner, provider and servicer of electric car charging stations to
building owners, parking garages, municipalities, sporting venues (e.g. football
and baseball stadiums, as well as basketball and hockey arenas) and ultimately
to provide the ability for the EV owner to have charging services in public
areas on our network. Our Company provides and installs car charging
stations at public locations at no cost to the landowner. Further,
our Company is able to facilitate the purchase of a car charging station through
our subsidiary, eCharging Stations, LLC. We anticipate such sales
will generate continuous income for our Company. We plan on
subcontracting to certain approved local vendors the actual installation work
and maintenance of the charging stations.
While the
electric vehicle industry is still in a developmental phase, our Company firmly
believes that it is important to be at the forefront of infrastructure
development of the industry. In order for electric vehicles to become
a mainstream reality, charging stations need to be in place and readily
available.
We will
derive our main source of revenue from shared fees in connection with providing
all necessary electric car charging services. As deregulation of
electricity continues to take place throughout the country, and the continued
proliferation of alternative fuel methods comes to fruition, we will be in a
greater position to capitalize on those opportunities.
Car
Charging Groups’ corporate offices are located in Miami Beach,
Florida. We will initially launch our service in the south Florida
market with the intent to expand both nationally and internationally over
time.
Properties
We will
maintain our principal offices at 1691 Michigan Avenue, Suite 425, Miami Beach,
Florida, 33139. Our telephone number is (305) 521-0200. Our website
is www.carcharging.com,
we can be contacted by email at info@carcharging.com.
General
We intend
to be an owner, provider and servicer of electric car charging stations to
building owners, parking garages, municipalities, sporting venues (e.g. football
and baseball stadiums, as well as basketball and hockey arenas) and ultimately
to provide the ability for the EV owner to have charging services in public
areas on our network. Our Company provides and installs car charging
stations at public locations at no cost to the landowner. Further,
our Company is able to facilitate the purchase of a car charging station through
our subsidiary, eCharging Stations, LLC. We anticipate such sales
will generate continuous income for our Company. We plan on
subcontracting to certain approved local vendors the actual installation work
and maintenance of the charging stations.
1
While the
electric vehicle industry is still in a developmental phase, our Company firmly
believes that it is important to be at the forefront of infrastructure
development of the industry. In order for electric vehicles to become
a mainstream reality, charging stations need to be in place and readily
available.
We will
derive our main source of revenue from shared fees in connection with providing
all necessary electric car charging services. As deregulation of
electricity continues to take place throughout the country, and the continued
proliferation of alternative fuel methods comes to fruition, we will be in a
greater position to capitalize on those opportunities.
Car
Charging Groups’ corporate offices are located in Miami Beach,
Florida. We will initially launch our service in the south Florida
market with the intent to expand both nationally and internationally over
time.
We will
maintain our principal offices at 1691 Michigan Avenue, Suite 425, Miami Beach,
Florida, 33139. Our telephone number is (305) 521-0200. Our website
is www.carcharging.com,
we can be contacted by email at info@carcharging.com.
Industry
Overview
At the
start of the 20th century, electricity generally cost over $0.20 per kwh, and
could be as high as $0.40. Gasoline could be purchased for $0.05
cents a gallon. In Canada in 1999, electricity costs were $0.10 (CDN)
per kwh (about 25% of its price a century ago) and gasoline was $0.70 (CDN) per
litre - more than $2.00 per gallon (50 times its price a century
ago). More important than the price was the appearance of the
required infrastructure – gasoline stations.
Before
1898, finding gasoline for a car was an adventure in itself. By 1905, many
general stores, carriage shops, smithies and even liveries were keeping large
cans of gasoline on-hand to fuel the few gasoline cars that came
by. Business in gasoline was not brisk initially, but it was
lucrative - those that could afford the cars could afford to pay a premium for
the gasoline. In 1905, 86% of the cars sold in the U.S. were powered
by gasoline; electric and steam automobiles carried about 7% of the market
each.
By 1920,
the gasoline pumps were prevalent throughout North America, before
electrification became a national initiative in Canada or the United States, and
long before the standardized and interconnected electrical grid that we take for
granted today was in place. According to Chevron, they built the first gasoline
station in the United States in 1913, which started a boom in the building of
these facilities until they were ubiquitous throughout the United States by
1920. In 1916 alone, over 200 petroleum companies were established in
the United States, which coincides neatly with the decline of the electric
car.
Electrical
recharging facilities were not nearly as common. Many “service stations” would
not have had access to an electrical grid at the turn of the
century. Even if they did, the electric cars did not use standard
voltages, which made it expensive to buy the equipment to recharge cars of
different voltages.
Why has
the electric vehicle industry come back to life over the last 3-7 years? For
starters, environmental awareness as we know it today was non-existent a century
ago. In addition, the price of gasoline has continued to rise, and
electricity is simply a more affordable option. Most experts agree
that what hindered the electrical vehicle industry years ago was cheap and
readily available gasoline, as opposed to expensive electricity and a fragmented
electrical generating industry and distribution network.
In recent
years, the costs of gasoline and electricity have reversed directions. More
importantly, there has been a concerted effort on the part of big businesses to
bring electrical vehicles and the ease of recharging them to main stream
America. Almost all of the major car manufacturers have committed to
the electric vehicle industry going forward. General Motors, Ford,
Chrysler, Nissan, Honda, Mercedes, Tesla, and Fisker are just some examples of
the car manufactures committed to making the electric vehicle industry a
reality. Concurrently, major utility companies are all working on
their infrastructure to make it easier to charge an electric vehicle. The
financial commitments that have been made and that will continue to be made over
the coming years suggests that this time around, the electric vehicle will
become a real and viable option to car buyers.
2
The last
and most important reason why the electric vehicle has come back to life is the
unprecedented loans and grants that both the US Government, as well as many
other governments, have made to both small and big businesses. Whether it is for
the actual manufacturing of a new car, or to startup companies looking to
capitalize on new infrastructure technologies, governments have committed to
spending billions of dollars to see that the electric vehicle industry as a
whole will succeed. Recently, the Fisker Auto Company received a
$529M loan from the US Government to help build a hybrid sports
car.
The Ford
Motor company was awarded a $5.9 billion loan in June of this
year. Tesla Motors, Silicon Valley’s electric car manufacturer,
received a $465 million loan. All of the aforementioned loans came
from the US Government’s $25 billion program to be used solely for
development of electric/plug-in hybrid vehicles.
The
government of France announced they will spend $2.2 billion to build a network
of charging stations. Beyond that, France is putting the burden on building
owners. The government is making the installation of charging stations mandatory
in office parking lots by 2015 and any new apartment buildings with parking lots
must host charging stations by 2012, and we anticipate that other governments
will follow their lead.
Products
and Services:
Our
product line consists of the CT1000 and CT2000 families of the ChargePoint
Networked Charging Stations, manufactured by Coulomb Technologies, which are
specifically designed for the North American market. The CT1000
family of charging stations supports Level 1 (120V @ 16A)
charging. The CT2000 family of charging stations supports both Level
1 and Level 2 (208/240V @ 30A) charging.
The
ChargePoint Networked Charging Stations combined with the ChargePoint Network
Operating System (NOS) form a smart charging infrastructure for plug-in electric
vehicles called the ChargePoint Network.
Although
we are not exclusively using Coulomb’s charging stations, we believe they are at
the forefront of the electric vehicle charging station
market. Strategically, it makes the most sense to be aligned with
their devices and infrastructure. As the market continues to mature,
we intend to upgrade when new technologies become available.
Competition
The
Electric vehicle manufacturing marketplace is made up of a variety of major
automotive companies as well as eTec (Electric Transportation Engineering
Corporation), a subsidiary of ECOtality (OTCBB: ETLE), and is focused on the
research, development and testing of advanced transportation and energy
systems. eTec manufactures the Minit-Charger line of fast-charge
systems for airport ground support equipment, material handling equipment,
transit vehicles (buses) and light duty passenger cars. The Minit-Charge
technology can provide a meaningful charge for an electric vehicle in
approximately 15 minutes. eTec has been involved with the electric vehicle
initiative in North America since the 1990’s.
Shorepower
Technologies is in the business of deploying Electrified Parking Spaces (EPS)
across North America. Shorepower provides EPS for Truck Stop Electrification
(TSE) as well as electric vehicles and plug-in hybrid electric vehicles.
Shorepower TSE allows truck drivers to turn off their engines and plug into all
weather electrical and communication outlets during mandatory rest periods. This
reduces fuel costs, toxic exhaust emissions, maintenance costs and provides a
better night's rest. Shorepower has currently installed a number of electric
vehicle charging stations for Portland General Electric (PGE) in the Portland
city areas.
SolarCity
is one of the nation's leading full-service solar panel provider for homeowners,
businesses and government organizations and the first company to provide solar
power system design, financing, installation and monitoring services from a
single source. SolarCity provides custom solar panel installation in California,
Arizona and Oregon to private homes, businesses and government buildings. In
September of this year, SolarCity announced that it will partner with a
California Rabobank, N.A., to create a solar-power, fast-charge electric car
charging corridor which will include four locations between San Francisco and
Los Angeles. The SolarCity owned and operated corridor is being built in
cooperation with electric vehicle manufacturer Tesla Motors.
3
Better
Place is a company developing the technology and working on the deployment of a
network of battery charging stations and battery switch stations. Better Place
is building its first electric vehicle network in Israel. Better Place has also
announced an agreement with Renault-Nissan where they will develop an electric
vehicle with the capacity to have its battery removed and swapped through the
better place switching stations being developed.
AeroVironment,
Inc. is one of the leading suppliers of fast charge systems for industrial
electric vehicles such as forklifts, airport ground support vehicles, short-haul
trucks, and automated guided vehicles. AV is working on applying this same
technology to help build the infrastructure to make the next generation of
passenger and utility electric vehicles a reality.
The
competitive landscape in the development of a national or regional electric
vehicle infrastructure is young and still fragmented. No clear leader or leaders
have emerged and the marketplace is still in its infancy, leaving room for new
arrivals to ascend. However, the terrain is such that competitors may quickly
become complimentary to one another, allowing for greater mobility and enhanced
driving distance for the electric vehicle operator through the ability to charge
at different owned charging stations. This in turn will work towards further
acceptance of electric vehicles, bringing additional revenue to all these
companies and allowing the infrastructure to grow. Furthermore, because Car
Charging is in the business of securing and owning Car Charging stations and not
developing the technology behind the chargers, competitors my become partners if
and when Car Charging seeks new chargers to equip additional charging stations
with as the technology further develops.
Outlook
When
evaluating our future, we believe the most important consideration is the number
of locations we sign up to install charging stations. We could sign
up a 600 spot parking garage, but only install one charging station upon the
signing of our contract. What that location now represents to us as a company is
599 other potential charging locations that represent future revenues to us. We
will have minimum capital needs to secure locations, and will only spend as the
market warrants. Through the use of technology, we will be able to monitor the
usage of the charging stations. As the market develops, we can increase the
number of charging stations per location.
Target
Markets
We are
launching our business in the State of Florida while exploring expansion
opportunities. Our goal is to expand nationally and internationally
in conjunction with the demand for our service.
Employees
Currently, there
are three employees.
ITEM
1A. RISK FACTORS
Risks
Relating to Our Business
WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.
We were
incorporated in Nevada in September 2006. We have no significant assets or
financial resources. The likelihood of our success must be considered in light
of the problems, expenses, difficulties, complications and delays frequently
encountered by a small developing company starting a new business enterprise and
the highly competitive environment in which we will operate. Since we have a
limited operating history, we cannot assure you that our business will be
profitable or that we will ever generate sufficient revenues to meet our
expenses and support our anticipated activities.
4
WE
NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE
OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION
OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE.
In order
to maximize potential growth in our current and potential markets, we believe
that we must expand our marketing operations. This expansion will place a
significant strain on our management and our operational, accounting, and
information systems. We expect that we will need to continue to improve our
financial controls, operating procedures, and management information systems. We
will also need to effectively train, motivate, and manage our employees. Our
failure to manage our growth could disrupt our operations and ultimately prevent
us from generating the revenues we expect.
In order
to achieve the above mentioned targets, the general strategies of our company
are to maintain and search for hard-working employees who have innovative
initiatives; on the other hands, our company will also keep a close eye on
expanding opportunities.
IF
WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE ABLE TO
OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR
OPERATIONS.
If
adequate additional financing is not available on reasonable terms, we may not
be able to undertake expansion, continue our marketing efforts and we would have
to modify our business plans accordingly. There is no assurance that additional
financing will be available to us.
In
connection with our growth strategies, we may experience increased capital needs
and accordingly, we may not have sufficient capital to fund our future
operations without additional capital investments. Our capital needs will depend
on numerous factors, including (i) our profitability; (ii) the release of
competitive products by our competition; (iii) the level of our investment in
research and development; and (iv) the amount of our capital expenditures,
including acquisitions. We cannot assure you that we will be able to obtain
capital in the future to meet our needs.
Even if
we do find a source of additional capital, we may not be able to negotiate terms
and conditions for receiving the additional capital that are acceptable to us.
Any future capital investments could dilute or otherwise materially and
adversely affect the holdings or rights of our existing shareholders. In
addition, new equity or convertible debt securities issued by us to obtain
financing could have rights, preferences and privileges senior to our common
stock. We cannot give you any assurance that any additional financing will be
available to us, or if available, will be on terms favorable to us.
NEED
FOR ADDITIONAL EMPLOYEES
The
Company’s future success also depends upon its continuing ability to attract and
retain highly qualified personnel. Expansion of the Company’s business and the
management and operation of the Company will require additional managers and
employees with industry experience, and the success of the Company will be
highly dependent on the Company’s ability to attract and retain skilled
management personnel and other employees. Competition for such personnel is
intense. There can be no assurance that the Company will be able to attract or
retain highly qualified personnel. Competition for skilled personnel in our
industry is significant. This competition may make it more difficult and
expensive to attract, hire and retain qualified managers and employees. The
Company’s inability to attract skilled management personnel and other employees
as needed could have a material adverse effect on the Company’s business,
operating results and financial condition. The Company’s arrangement with its
current employees is at will, meaning its employees may voluntarily terminate
their employment at any time. The Company anticipates that the use of stock
options, restricted stock grants, stock appreciation rights, and phantom stock
awards will be valuable in attracting and retaining qualified personnel.
However, the effects of such plan cannot be certain.
5
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF OUR OFFICERS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Andy Kinard and Richard Adeline, our management
team. The loss of services of Mr. Kinard or Mr. Adeline could have a
material adverse effect on our business, financial condition or results of
operation.
WE
ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND THERE CAN BE NO ASSURANCE THAT WE
WILL BE ABLE TO COMPETE WITH OUR COMPETITORS WHO MAY HAVE GREATER
RESOURCES.
The
Company could face strong competition within the local area by competitors in
the alternative financial services industry who could duplicate the
model. These competitors may have substantially greater financial
resources and marketing, development and other capabilities than the
Company. In addition, there are very few barriers to enter into the market
for our services. There can be no assurance, therefore, that any of
our competitors, many of whom have far greater resources will not independently
develop services that are substantially equivalent or superior to our
services. Therefore, an investment in the Company is very risky and
speculative due to the competitive environment in which the Company intends to
operate.
OUR
FUTURE SUCCESS IS DEPENDENT UPON THE FUTURE GENERATION OF A MARKET FOR OUR
SERVICE
The
Company currently remains and will continue to remain in a position of
dependence on the creation and sustainability of the electric car
market. While a vast majority of the major car manufacturers have
made strong financial commitments to the electric vehicle industry going
forward, there is no guaranty that the industry will become
viable. Without a fleet of electric vehicles on the road needing
recharging, there exists no opportunity for the Company to provide its intended
service. Therefore, an investment in the Company is very risky and
speculative due to the uncertain future of the electric vehicle
market.
OUR
FUTURE SUCCESS IS DEPENDENT UPON OUR ABILITY TO PROTECT OUR INTELLECTUAL
PROPERTY.
The
Company may not be able to protect unauthorized use of its intellectual property
and take appropriate steps to enforce its rights. Although management does
not believe that its services infringes on the intellectual rights of others,
there is no assurance that the Company may not be the target of infringement or
other claims. Such claims, even if not true, could result in
significant legal and other costs associated and may be a distraction to
management. We plan to rely on a combination of copyright, trade
secret, trademark laws and non-disclosure and other contractual provisions to
protect our proprietary rights. We use and intend to use the
trademark “Car Charging” name and logo. We intend to file federal
trademark applications for “Car Charging” and to secure the Internet trade
domain “carcharging.com” and related logo. There can be no assurance that the
registrations applied for will be accepted. Because the policing of
intellectual and intangible rights may be difficult and the ideas and other
aspects underlying our business model may not in all cases be protectable under
intellectual property laws, there can be assurance that we can prevent
competitors from marketing the same or similar products and
services.
Risks
Associated with Our Shares of Common Stock
6
IF
WE FAIL TO ESTABLISH AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL, WE
MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS ACCURATELY OR TO PREVENT
FRAUD. ANY INABILITY TO REPORT AND FILE OUR FINANCIAL RESULTS
ACCURATELY AND TIMELY COULD HARM OUR REPUTATION AND ADVERSELY IMPACT THE TRADING
PRICE OF OUR COMMON STOCK.
Effective
internal control is necessary for us to provide reliable financial reports and
prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, we may not be able to manage our business as effectively as we
would if an effective control environment existed, and our business and
reputation with investors may be harmed. As a result, our small size
and any current internal control deficiencies may adversely affect our financial
condition, results of operation and access to capital. We have not
performed an in-depth analysis to determine if in the past un-discovered
failures of internal controls exist, and may in the future discover areas of our
internal control that need improvement.
OUR SHARES OF COMMON STOCK ARE VERY
THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR VALUE AND THERE CAN BE NO
ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR SHARES OF COMMON STOCK
EITHER NOW OR IN THE FUTURE.
Our
shares of common stock are very thinly traded, and the price if traded may not
reflect our value. There can be no assurance that there will be an active market
for our shares of common stock either now or in the future. The market liquidity
will be dependent on the perception of our operating business and any steps that
our management might take to bring us to the awareness of investors. There can
be no assurance given that there will be any awareness generated. Consequently,
investors may not be able to liquidate their investment or liquidate it at a
price that reflects the value of the business. If a more active market should
develop, the price may be highly volatile. Because there may be a low price for
our shares of common stock, many brokerage firms may not be willing to effect
transactions in the securities. Even if an investor finds a broker willing to
effect a transaction in the shares of our common stock, the combination of
brokerage commissions, transfer fees, taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such shares of common stock as collateral for any loans.
7
ITEM
2. DESCRIPTION OF
PROPERTY.
We
currently lease an office facility in Miami Beach, Florida. Upon
obtaining the necessary funds we hope to acquire a sufficient facility for our
future operations.
ITEM
3. LEGAL
PROCEEDINGS.
We are
currently not involved in any litigation that we believe could have a materially
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our company’s or our company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could
have a material adverse effect.
ITEM
4. (Removed and
Reserved).
PART
II
ITEM
5. MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
Market
Information
Our
common stock has traded on the OTC Bulletin Board system under the symbol “CCGI”
since May 12, 2008.
The
following table sets forth the high and low trade information for our common
stock for each quarter since we completed the Reverse Merger on December 7,
2009. The prices reflect inter-dealer quotations, do not include retail
mark-ups, markdowns or commissions and do not necessarily reflect actual
transactions.
Quarter
ended
|
Low
Price
|
High
Price
|
||||||
December
31, 2009
|
$ | 0.002 | $ | 1.01 |
Holders
As of
April 14, 2010 in accordance with our transfer agent records, we had 58
record holders of our Common Stock.
Dividends
To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Stock
Option Grants
To date,
we have not granted any stock options.
ITEM
6. SELECTED FINANCIAL
DATA.
Not applicable.
8
ITEM
7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OR PLAN OF OPERATIONS
Except
for the historical information, the following discussion contains
forward-looking statements that are subject to risks and uncertainties, and
which speak only as of the date of this annual report. No one should
place strong or undue reliance on any forward looking statements. The
Company’s actual results or actions may differ materially from these
forward-looking statements for many reasons, including the risks described in
Item 1A and elsewhere in this annual report. This Item should be read
in conjunction with the financial statements and related notes and with the
understanding that the Company’s actual future results may be materially
different from what is currently expected or projected by the
Company.
Business
Overview
Car
Charging Group, Inc. was created to develop electric charging service facilities
for the electric vehicle (EV) automobile market. Pursuant to its
business plan, Car Charging Group, Inc. (or its affiliates) acquires and
installs the best available EV charging stations, manufactured under the name of
“Chargepoint”, by Coulomb Technologies, at selected premises and shares
servicing fees received from customers that use the charging stations with the
property owner(s), on a property by property basis. Accordingly, Car
Charging Group, Inc. enters into individual arrangements for this purpose with
various property owners, including, cities, counties, garage operators,
hospitals, shopping-malls and the like large facility
owner/operators.
Plan
of Operation
The
following provides information which management believes is relevant to an
assessment and understanding of our results of operations and financial
condition. The discussion should be read along with our financial
statements and notes thereto. Car Charging Group, Inc.(formerly New Image
Concepts, Inc.) was created as a result of a merger (Reverse Merger) on December
7, 2009, with Car Charging, Inc. New Image Concepts Inc was a
development stage entity with no certain revenue plan; Car Charging Inc. was
formed on September 3, 2009. to own and provide EV Charging Stations for public
use. In this connection, the Company intends to identify and acquire
the best possible EV charging devices and install them on properties (large
garages, shopping-malls, hospitals, cities, and the like) owned by third
parties, which through negotiated arrangements, will share in
the revenue generated from customers using the charging stations.
Such use is not anticipated in any significant volume until some time after the
third calendar quarter of 2010 and into 2011 and 2012, when automobile
manufacturers are scheduled to mass produce and sell electric vehicles to the
public.
The
following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. The Company’s actual results may
differ significantly from the results, expectations and plans discussed in these
forward-looking statements.
To date,
the Company’s operations have been devoted primarily to developing a business
plan, identifying acquisition target companies, and raising capital for future
operations and administrative functions. The Company intends to grow
through internal development and may grow through acquisitions. The
ability of the Company to achieve its business objectives is contingent upon its
success in raising additional capital until adequate revenues are realized from
operations.
Results
of Operations
PERIOD FROM SEPTEMBER 3,
2006 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2009
Our
cumulative net loss since inception is attributable to the fact that we have not
derived any revenue from operations to offset our business development
expenses.
Losses
from operations since inception have amounted to $338,787 primarily consisting
of consulting, accounting, and, legal fees. The Company’s officers
and staff have initiated a number of negotiations to install the selected
charging stations (currently supplied by Coulomb Technologies, a California
corporation which was founded in 2007) through-out Florida and six other
Southeast States; and have initiated development of distribution
capabilities
9
for
further development through-out the United States and
Europe. Manufacture and supply of electric vehicles that will require
utilization of the Company’s services is not anticipated to begin until the last
calendar quarter of 2010 with major rollouts taking place in 2011 and 2012; this
gives the Company adequate time to develop its distribution plan, but also
requires that the Company continue to develop capital sources. In
addition to the loss from operations, the Company has incurred losses related to
interest expense ($7,642) and a loss from the change in fair value of derivative
liability ($6,454,754) - such derivative liability and related change is a
non-cash value arising from management’s estimate of the cost of
embedded derivatives associated with capital issuance; it is explained in more
detail in the notes to financial statements.
YEAR ENDED DECEMBER 31,
2009
Loss from
operations during the year ended December 31, 2009 was $338,787.
Expenses
for the year ended December 31, 2009 were primarily consulting ($211,358), legal
($56.910), insurance ($16,093) and accounting ($14,675).
Capital
Resources and Liquidity
The
Company has primarily financed its activities from sales of capital stock of the
Company and from loans from related parties. A significant portion of
the funds raised from the sale of capital stock has been used to cover working
capital needs such as office expenses and various consulting and professional
fees.
For the
year ended December 31, 2009, we incurred a net loss from operations of
$338,787. Our accumulated operating deficit since inception is
$338,787. Such accumulated losses have resulted primarily from costs related to
various consulting and professional fees.
Management
believes that additional funding will be necessary in order for it to continue
as a going concern. Significant capital or debt must be incurred to develop the
Company’s business plan (that is, the acquisition and installation of charging
stations prior to the generation of service revenue). The Company is
investigating several forms of private debt and/or equity financing, although
there can be no assurances that the Company will be successful in procuring such
financing or that it will be available on terms acceptable to the Company. If
the Company is unable to generate profits, or unable to obtain additional funds
for its working capital needs, it may have to cease operations.
Critical
Accounting Policies
a. Basis of
presentation
The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).
The
consolidated financial statements include all accounts of Car Charging as of
December 31, 2009 and for the period from September 3, 2009 (inception) through
December 31, 2009. New Image Concepts, Inc. is included as of December
31, 2009 and for the period from December 7, 2009 through December 31,
2009. All inter-company balances and transactions have been
eliminated.
b. Development stage
company
The
Company is a development stage company as defined by ASC 915-10 “Development Stage
Entities”. The Company is still devoting substantially all of
its efforts on establishing the business and its planned principal operations
have not commenced. All losses accumulated since inception has been considered
as part of the Company's development stage activities.
c. Use of
Estimates
10
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
d. Cash
equivalents
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
e.
Inventory
The
Company values inventories, which consist of purchased (EV) charging stations,
at a cost of $72,768, at the lower of cost or market. Cost is
determined on the first-in and first-out (“FIFO”) method. The Company
regularly reviews its inventory on hand and, when necessary, records a provision
for excess or obsolete inventories based primarily on current
selling. The Company determined that there was no inventory
obsolescence as of December 31, 2009.
f. Office
and computer equipment
Office
and computer equipment are stated at cost less accumulated depreciation.
Depreciation is provided on the straight-line basis over an estimated useful
life of five years. Upon sale or retirement of furniture and fixtures, the
related cost and accumulated depreciation are removed from the accounts and any
gain or loss is reflected in consolidated statements of income. Depreciation for
the period from September 3, 2009 (inception) through December 31, 2009 was
$441.
g. Impairment
of long-lived assets
The
Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards
Codification for its long-lived assets. The Company’s long-lived
assets, which include Office and computer equipment and security deposit, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable.
The
Company assesses the recoverability of its long-lived assets by comparing the
projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is
based on the excess of the carrying amount over the fair value of those
assets. Fair value is generally determined using the asset’s expected
future discounted cash flows or market value, if readily
determinable. If long-lived assets are determined to be recoverable,
but the newly determined remaining estimated useful lives are shorter than
originally estimated, the net book values of the long-lived assets are
depreciated over the newly determined remaining estimated useful
lives. The Company determined that there were no impairments of
long-lived assets as of December 31, 2009.
h. Discount
on debt
The
Company allocated the proceeds received from convertible debt instruments
between the underlying debt instruments and has recorded the conversion feature
as a liability in accordance with paragraph 815-15-25-1 of the FASB Accounting
Standards Codification. The conversion feature and certain other features that
are considered embedded derivative instruments, such as a conversion reset
provision have been recorded at their fair value within the terms of paragraph
815-15-25-1 of the FASB Accounting Standards Codification as its fair value can
be separated from the convertible note and its conversion is independent of the
underlying note value. The conversion liability is marked to market each
reporting period with the resulting gains or losses shown on the Statement of
Operations.
i. Derivative
instruments
11
The
Company evaluates its convertible debt, warrants or other contracts to determine
if those contracts or embedded components of those contracts qualify as
derivatives to be separately accounted for in accordance with paragraph
810-10-05-4 of the FASB Accounting Standards Codification and paragraph
815-40-25 of the FASB Accounting Standards Codification. The result of this
accounting treatment is that the fair value of the embedded derivative is
marked-to-market each balance sheet date and recorded as a liability. In the
event that the fair value is recorded as a liability, the change in fair value
is recorded in the Statement of Operations as other income or expense. Upon
conversion or exercise of a derivative instrument, the instrument is marked to
fair value at the conversion date and then that fair value is reclassified to
equity.
In
circumstances where the embedded conversion option in a convertible instrument
is required to be bifurcated and there are also other embedded derivative
instruments in the convertible instrument that are required to be bifurcated,
the bifurcated derivative instruments are accounted for as a single, compound
derivative instrument.
The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of
each reporting period. Equity instruments that are initially classified as
equity that become subject to reclassification are reclassified to liability at
the fair value of the instrument on the reclassification date. Derivative
instrument liabilities will be classified in the balance sheet as current or
non-current based on whether or not net-cash settlement of the derivative
instrument is expected within 12 months of the balance sheet date.
j. Fair
value of financial instruments
The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for
measuring fair value in accounting principles generally accepted in the United
States of America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
The
carrying amounts of the Company’s financial assets and liabilities, such as
cash, prepaid expenses, accounts payable and accrued expenses, approximate their
fair values because of the short maturity of these instruments. The Company’s
notes payable approximates the fair value of such instrument based upon
management’s best estimate of interest rates that would be available to the
Company for similar financial arrangement at December 31, 2009.
The
Company revalues its derivative liability at every reporting period and
recognizes gains or losses in the consolidated statement of operations that are
attributable to the change in the fair value of the derivative
liability. The Company has no other assets or liabilities measured at
fair value on a recurring basis.
k. Revenue
recognition
12
The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company will recognize
revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is
reasonably assured.
l. Stock-based
compensation for obtaining employee services
The
Company accounts for equity instruments issued to parties other than employees
for acquiring goods or services under guidance of section 505-50-30 of the FASB
Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB
Accounting Standards Codification, all transactions in which goods or services
are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably
measurable. The measurement date used to determine the fair value of
the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will occur. At
December 31, 2009, the Company was not obligated to issues any shares pursuant
to this policy.
m. Equity
instruments issued to parties other than employees for acquiring goods or
services
The
Company accounts for equity instruments issued to parties other than employees
for acquiring goods or services under guidance of section 505-50-30 of the FASB
Accounting Standards Codification (“FASB ASC Section
505-50-30”). Pursuant to FASB ASC Section 505-50-30, all transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. The measurement date used to
determine the fair value of the equity instrument issued is the earlier of the
date on which the performance is complete or the date on which it is probable
that performance will occur.
n. Income
taxes
The
Company accounts for income taxes under Section 740-10-30 of the FASB Accounting
Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance to
the extent management concludes it is more likely than not that the assets will
not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the statements of operations in the period that includes the
enactment date.
The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification
(“Section 740-10-25”). Section 740-10-25 addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should
be recorded in the financial statements. Under Section 740-10-25, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement. Section 740-10-25 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures. The
Company had no material adjustments to its liabilities for unrecognized income
tax benefits according to the provisions of Section 740-10-25.
o. Net Loss Per
Common Share
Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period. Diluted net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during each
period. There were no potentially dilutive shares outstanding as of
December 31, 2009.
The
following table shows the weighted-average number of potentially outstanding
dilutive shares excluded from the diluted net loss per share calculation for the
period ended December 31, 2009 as they were anti-dilutive:
13
Convertible
notes issued on September 25, 2009
|
40,000,000
|
|||
Preferred
stock issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
25,000,000
|
|||
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
3,066,665
|
|||
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
500,000
|
|||
Total
potentially outstanding dilutive shares
|
68,566,665
|
Recently Issued Accounting
Pronouncements
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-9072 on October 13, 2009. Commencing with the Company’s Annual
Report for the fiscal year ended December 31, 2010, the Company is required to
include a report of management on the Company’s internal control over financial
reporting. The internal control report must include a statement of management’s
responsibility for establishing and maintaining adequate internal control over
financial reporting for the Company; of management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of
year end; of the framework used by management to evaluate the effectiveness of
the Company’s internal control over financial reporting; and that the Company’s
independent accounting firm has issued an attestation report on management’s
assessment of the Company’s internal control over financial reporting, which
report is also required to be filed as part of the Annual Report on Form
10-K.
In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009. The adoption did not have a material impact on the Company’s
financial position, results of operations or cash flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04, Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99, which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities. The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05, Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. This Update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this Update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this Update also clarify that both
a quoted price in an active market for the identical
14
liability
when traded as an asset in an active market when no adjustments to the quoted
price of the asset are required are Level 1 fair value
measurements. The Company does not expect the adoption of this update
to have a material impact on its consolidated financial position, results of
operations or cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08, Earnings Per Share –
Amendments to Section 260-10-S99, which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09, Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees. This Update represents a correction
to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer comment Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12, Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent), which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this Update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this Update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this Update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this Update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this Update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 “Equity Topic 505 –
Accounting for Distributions to Shareholders with Components of Stock and
Cash”, which clarify that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions
should be accounted for and included in EPS calculations in accordance with
paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting
Standards codification. The amendments in this Update also provide a
technical correction to the Accounting Standards Codification. The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master
Glossary. That guidance indicates that a stock dividend takes nothing
from the property of the corporation and adds nothing to the interests of the
stockholders. It also indicates that the proportional interest of
each shareholder remains the same, and is a key factor to consider in
determining whether a distribution is a stock dividend.
15
In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-02 “Consolidation Topic
810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a
Scope Clarification”, which provides amendments to Subtopic 810-10 and
related guidance within U.S. GAAP to clarify that the scope of the decrease in
ownership provisions of the Subtopic and related guidance applies to the
following:
1. A
subsidiary or group of assets that is a business or nonprofit
activity
2. A
subsidiary that is a business or nonprofit activity that is transferred to an
equity method investee or joint venture
3. An
exchange of a group of assets that constitutes a business or nonprofit activity
for a noncontrolling interest in an entity (including an equity method investee
or joint venture).
The
amendments in this Update also clarify that the decrease in ownership guidance
in Subtopic 810-10 does not apply to the following transactions even if they
involve businesses:
1. Sales
of in substance real estate. Entities should apply the sale of real
estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605
(Retail/Land) to such transactions.
2. Conveyances
of oil and gas mineral rights. Entities should apply the mineral
property conveyance and related transactions guidance in Subtopic 932-360 (Oil
and Gas-Property, Plant, and Equipment) to such transactions.
If a
decrease in ownership occurs in a subsidiary that is not a business or nonprofit
activity, an entity first needs to consider whether the substance of the
transaction causing the decrease in ownership is addressed in other U.S. GAAP,
such as transfers of financial assets, revenue recognition, exchanges of
nonmonetary assets, sales of in substance real estate, or conveyances of oil and
gas mineral rights, and apply that guidance as applicable. If no other guidance
exists, an entity should apply the guidance in Subtopic 810-10.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying consolidated financial statements.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
Not
applicable because we are a smaller reporting company.
16
ITEM
8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
CAR
CHARGING GROUP, INC.
(A
DEVELOPMENT STAGE COMPANY)
December
31, 2009
INDEX
TO THE FINANCIAL STATEMENTS
TABLE
OF CONTENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|||
CONSOLIDATED
BALANCE SHEET AT DECEMBER 31, 2009
|
F-2
|
|||
CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 3, 2009 (INCEPTIONS)
THROUGH DECEMBER 31, 2009
|
F-3
|
|||
STATEMENT
OF STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM SEPTEMBER 3, 2009
(INCEPTIONS) THROUGH DECEMBER 31, 2009
|
F-4
|
|||
CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 3, 2009 (INCEPTIONS)
THROUGH DECEMBER 31, 2009
|
F-5
|
|||
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-6
|
Car
Charging Group, Inc.
(A
development stage company)
Miami
Beach, Florida
We have
audited the accompanying consolidated balance sheet of Car Charging Group, Inc.,
a development stage company, (the “Company”) as of December 31, 2009 and the
related consolidated statements of operations, stockholders’ deficit and cash
flows for the period from September 3, 2009 (inception) through December 31,
2009. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Car Charging Group, Inc. as
of December 31, 2009 and the results of its operations and its cash flows for
the period from September 3, 2009 (inception) through December 31, 2009 in
conformity with accounting principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 3
to the consolidated financial statements, the Company had an accumulated deficit
at December 31, 2009, and had a net loss and cashed used in operations for the
period from September 3, 2009 (inception) through December 31, 2009,
respectively. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management's plans in regards to these matters
are also described in Note 3. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Li & Company,
PC
Li &
Company, PC
Skillman,
New Jersey
April 15,
2010
F-1
CAR
CHARGING GROUP, INC.
(A
Development Stage Company)
Consolidated
Balance Sheet
December
31, 2009
ASSETS
|
||||
CURRENT
ASSETS:
|
||||
Cash
|
$ | 603,156 | ||
Inventory
|
72,768 | |||
Prepaid
expenses and other current assets
|
95,694 | |||
Total
current assets
|
771,618 | |||
OTHER
ASSETS:
|
||||
Security
deposits
|
36,257 | |||
Office
and computer equipment (net of accumulated depreciation
of $441)
|
17,191 | |||
Total
other assets
|
53,448 | |||
TOTAL
ASSETS
|
$ | 825,066 | ||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||
LIABILITIES:
|
||||
CURRENT
LIABILITIES
|
||||
Accounts
payable and accrued expenses
|
$ | 183,065 | ||
Accrued
expenses, related parties
|
1,900 | |||
Total
current liabilities
|
184,965 | |||
Convertible
notes payable, net of discount of $43,247
|
56,753 | |||
Derivative
Liabilities
|
7,126,823 | |||
Total
liabilities
|
7,368,541 | |||
Stockholders'
Deficit:
|
||||
Series
A Convertible Preferred stock: $0.001 par value; 20,000,000 shares
authorized and designated as Series A; 10,000,000 shares issued and
outstanding
|
10,000 | |||
Common
stock: $0.001 par value; 500,000,000 shares authorized; 72,824,214 shares
issued and outstanding
|
72,825 | |||
Additional
paid-in-capital
|
174,883 | |||
Deficit
accumulated during the development stage
|
(6,801,183 | ) | ||
Total
stockholders’ deficit
|
(6,543,475 | ) | ||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 825,066 | ||
See
notes to the consolidated financial
statements.
|
F-2
CAR
CHARGING GROUP, INC.
(A
Development Stage Company)
Consolidated
Statement of Operations
For the
Period from September 3, 2009 (inception) to December 31, 2009
Revenues
|
$ | - | ||
Operating
expenses
|
||||
Compensation
|
263,278 | |||
General
and administrative
|
75,509 | |||
Loss
from operations
|
(338,787 | ) | ||
Other
income (expense)
|
||||
Interest
expense, net
|
7,642 | |||
Loss
(gain) on change in fair value of derivative liability
|
6,454,754 | |||
Total
other income (expense)
|
6,462,396 | |||
Loss
before income taxes
|
(6,801,183 | ) | ||
Provision
for income taxes
|
- | |||
Net
loss
|
$ | (6,801,183 | ) | |
Net
loss per common share - basic and diluted
|
$ | (0.10 | ) | |
Weighted
average number of common shares outstanding – basic and
diluted
|
70,396,438 | |||
See
notes to the consolidated financial statements.
|
F-3
CAR
CHARGING GROUP, INC.
(A
Development Stage Company)
Statement
of Stockholders’ Deficit
For the
Period from September 3, 2009 (inception) to December 31, 2009
Common
Stock
|
Additional
|
Total
|
||||||||||||||||||||||||||
Preferred
Shares
|
Preferred
Amount
|
Shares
|
Amount
|
Paid-in
Capital
|
Accumulated
Deficit
|
Stockholders'
Deficit
|
||||||||||||||||||||||
Balance
at September 3, 2009 (Inception)
|
- | $ | - | $ | 50,000,000 | $ | 50,000 | $ | (50,000 | ) | $ | - | $ | - | ||||||||||||||
Reverse
acquisition
adjustment
|
10,000,000 | 10,000 | 19,757,549 | 19,758 | (70,515 | ) | (40,757 | ) | ||||||||||||||||||||
Sale
of common (net of
derivative
liability of
warrants
of $586,535)
|
3,066,665 | 3,067 | 330,398 | 333,465 | ||||||||||||||||||||||||
Net
loss
|
(6,801,183 | ) | (6,801,183 | ) | ||||||||||||||||||||||||
Balance
at December 31, 2009
|
10,000,000 | 10,000 | $ | 72,824,214 | $ | 72,825 | $ | 209,883 | $ | (6,801,183 | ) | $ | (6,508,475 | ) | ||||||||||||||
See notes
to the consolidated financial statements.
F-4
CAR
CHARGING GROUP, INC.
(A
Development Stage Company)
Consolidated
Statement of Cash Flows
For
the Period from September 3, 2009 (inception) to December 31, 2009
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
Net
loss
|
$ | (6,801,183 | ) | |
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
Depreciation
and amortization
|
6,608 | |||
Changes
in operating assets and liabilities
|
||||
Inventory
|
(72,768 | ) | ||
Prepaid
expenses and other current assets
|
(95,694 | ) | ||
Security
deposit
|
(36,257 | ) | ||
Accounts
payable and accrued expenses
|
178,428 | |||
Accrued
expenses, related party
|
1,900 | |||
Change
in fair value of derivative liability
|
6,454,754 | |||
Net
Cash Used in Operating Activities
|
(364,212 | ) | ||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||
Purchase
of office and computer equipment
|
(17,632 | ) | ||
Net
Cash Used in Investing Activities
|
(17,632 | ) | ||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
Proceeds
from notes payable
|
100,000 | |||
Sale
of common stock net of issuing costs
|
885,000 | |||
Net
Cash Provided by Financing Activities
|
985,000 | |||
INCREASE
IN CASH
|
603,156 | |||
CASH
AT BEGINNING OF PERIOD
|
- | |||
CASH
AT END OF PERIOD
|
$ | 603,156 | ||
SUPPLEMENTAL
SCHEDULE OF CASH FLOW ACTIVITIES
|
||||
Cash
Paid For:
|
||||
Interest
paid
|
$ | - | ||
Income
taxes
|
$ | - | ||
See
notes to the consolidated financial statements.
|
F-5
CAR
CHARGING GROUP, INC.
(A
Development Stage Company)
December
31, 2009
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
- ORGANIZATION
New
Image Concepts, Inc. (“NIC”), was incorporated on October 3, 2006
under the laws of the State of Nevada. On November 20, 2009, NIC
changed its name to Car Charging Group, Inc. (the “Company”).
Car
Charging, Inc., (a development stage company), was incorporated as a
Delaware corporation on September 3, 2009. Car Charging Inc. was
created to own and provide EV Charging Stations for public use. Pursuant to
its business plan, Car Charging Inc. (or its affiliates) acquires and installs
the best available EV charging stations, manufactured under the name of
“Chargepoint”, by Coulomb Technologies, at selected premises and shares
servicing fees that will be received from customers that use the charging
stations. Accordingly, Car Charging, Inc. enters into individual
arrangements for this purpose with various property owners, including, cities,
counties, garage operators, hospitals, shopping-malls and the like large
facility owner/operators.
Merger of
Car Charging, Inc.
On
December 7, 2009, NIC entered into a Share Exchange Agreement (the “Agreement”)
among NIC and Car Charging, Inc. (“CCGI”)
Pursuant
to the terms of the Agreement, NIC agreed to issue an aggregate of 50,000,000
restricted shares of NIC's common stock and 10,000,000 shares of its Series A
Convertible Preferred Stock to the CCGI Shareholders in exchange for all of the
issued and outstanding shares of Car Charging.
The merger was accounted for as a
reverse acquisition and recapitalization. Car Charging is the acquirer for
accounting purposes and NIC is the issuer. Accordingly, Car Charging's
historical financial statements for periods prior to the acquisition become
those of the acquirer retroactively restated for the equivalent number of shares
issued in the merger. Operations prior to the merger are those of Car Charging.
From inception on September 3, 2009 until the merger date, December 7, 2009, Car
Charging had minimal operations with no revenues. Earnings per share for the
period prior to the merger are restated to reflect the equivalent number of
shares outstanding.
Car
Charging is a wholly-owned subsidiary of NIC. The consolidated financial
statements consist of NIC, Inc. and its wholly-owned subsidiary, Car Charging,
Inc., collectively referred to herein as the “Company” or “Car Charging.” All
significant intercompany transactions and balances have been eliminated in
consolidation.
F-6
NOTE 2
- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
a. Basis of
presentation
The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).
The
consolidated financial statements include all accounts of Car Charging as of
December 31, 2009 and for the period from September 3, 2009 (inception) through
December 31, 2009. NIC is included as of December 31, 2009 and for
the period from December 7, 2009 through December 31, 2009. All
inter-company balances and transactions have been eliminated.
b. Development stage
company
The
Company is a development stage company as defined by ASC 915-10 “Development Stage
Entities”. The Company is still devoting substantially all of
its efforts on establishing the business and its planned principal operations
have not commenced. All losses accumulated since inception has been considered
as part of the Company's development stage activities.
c. Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
d. Cash
equivalents
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
e.
Inventory
The
Company values inventories, which consist of purchased (EV) charging stations,
at a cost of $72,768, at the lower of cost or market. Cost is
determined on the first-in and first-out (“FIFO”) method. The Company
regularly reviews its inventory on hand and, when necessary, records a provision
for excess or obsolete inventories based primarily on current
selling. The Company determined that there was no inventory
obsolescence as of December 31, 2009.
F-7
f. Office
and computer equipment
Office
and computer equipment are stated at cost less accumulated depreciation.
Depreciation is provided on the straight-line basis over an estimated useful
life of five years. Upon sale or retirement of furniture and fixtures, the
related cost and accumulated depreciation are removed from the accounts and any
gain or loss is reflected in consolidated statements of income. Depreciation for
the period from September 3, 2009 (inception) through December 31, 2009 was
$441.
g. Impairment
of long-lived assets
The
Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards
Codification for its long-lived assets. The Company’s long-lived
assets, which include Office and computer equipment and security deposit, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset may not be recoverable.
The
Company assesses the recoverability of its long-lived assets by comparing the
projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the asset’s expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives. The
Company determined that there were no impairments of long-lived assets as of
December 31, 2009.
h. Discount
on debt
The
Company allocated the proceeds received from convertible debt instruments
between the underlying debt instruments and has recorded the conversion feature
as a liability in accordance with paragraph 815-15-25-1 of the FASB Accounting
Standards Codification. The conversion feature and certain other features that
are considered embedded derivative instruments, such as a conversion reset
provision have been recorded at their fair value within the terms of paragraph
815-15-25-1 of the FASB Accounting Standards Codification as its fair value can
be separated from the convertible note and its conversion is independent of the
underlying note value. The conversion liability is marked to market each
reporting period with the resulting gains or losses shown on the Statement of
Operations.
F-8
i. Derivative
instruments
The
Company evaluates its convertible debt, warrants or other contracts to determine
if those contracts or embedded components of those contracts qualify as
derivatives to be separately accounted for in accordance with paragraph
810-10-05-4 of the FASB Accounting Standards Codification and paragraph
815-40-25 of the FASB Accounting Standards Codification. The result of this
accounting treatment is that the fair value of the embedded derivative is
marked-to-market each balance sheet date and recorded as a liability. In the
event that the fair value is recorded as a liability, the change in fair value
is recorded in the Statement of Operations as other income or expense. Upon
conversion or exercise of a derivative instrument, the instrument is marked to
fair value at the conversion date and then that fair value is reclassified to
equity.
In
circumstances where the embedded conversion option in a convertible instrument
is required to be bifurcated and there are also other embedded derivative
instruments in the convertible instrument that are required to be bifurcated,
the bifurcated derivative instruments are accounted for as a single, compound
derivative instrument.
The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of
each reporting period. Equity instruments that are initially classified as
equity that become subject to reclassification are reclassified to liability at
the fair value of the instrument on the reclassification date. Derivative
instrument liabilities will be classified in the balance sheet as current or
non-current based on whether or not net-cash settlement of the derivative
instrument is expected within 12 months of the balance sheet date.
j. Fair
value of financial instruments
The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for
measuring fair value in accounting principles generally accepted in the United
States of America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active
markets for identical assets or liabilities and the lowest priority to
unobservable inputs. The three (3) levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:
F-9
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
The
carrying amounts of the Company’s financial assets and liabilities, such as
cash, prepaid expenses, accounts payable and accrued expenses, approximate their
fair values because of the short maturity of these instruments. The Company’s
notes payable approximates the fair value of such instrument based upon
management’s best estimate of interest rates that would be available to the
Company for similar financial arrangement at December 31, 2009.
The
Company revalues its derivative liability at every reporting period and
recognizes gains or losses in the consolidated statement of operations that are
attributable to the change in the fair value of the derivative
liability. The Company has no other assets or liabilities measured at
fair value on a recurring basis.
k. Revenue
recognition
The
Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company will recognize
revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is
reasonably assured.
|
l. Stock-based
compensation for obtaining employee
services
|
The
Company accounts for equity instruments issued to parties other than employees
for acquiring goods or services under guidance of section 505-50-30 of the FASB
Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB
Accounting Standards Codification, all transactions in which goods or services
are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair
value of the equity instrument issued, whichever is more reliably
measurable. The measurement date used to determine the fair value of
the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will occur. At
December 31, 2009, the Company was not obligated to issues any shares pursuant
to this policy.
F-10
m. Equity instruments issued to
parties other than employees for acquiring goods or services
The
Company accounts for equity instruments issued to parties other than employees
for acquiring goods or services under guidance of section 505-50-30 of the FASB
Accounting Standards Codification (“FASB ASC Section
505-50-30”). Pursuant to FASB ASC Section 505-50-30, all transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. The measurement date used to
determine the fair value of the equity instrument issued is the earlier of the
date on which the performance is complete or the date on which it is probable
that performance will occur.
n. Income
taxes
The
Company accounts for income taxes under Section 740-10-30 of the FASB Accounting
Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance to
the extent management concludes it is more likely than not that the assets will
not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the statements of operations in the period that includes the
enactment date.
The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification
(“Section 740-10-25”). Section 740-10-25 addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should
be recorded in the financial statements. Under Section 740-10-25, the
Company may recognize the tax benefit from an uncertain tax position only if it
is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate
settlement. Section 740-10-25 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures. The
Company had no material adjustments to its liabilities for unrecognized income
tax benefits according to the provisions of Section 740-10-25.
F-11
o. Net Loss Per
Common Share
Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding during the period. Diluted net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock and potentially outstanding shares of common stock during each
period. There were no potentially dilutive shares outstanding as of
December 31, 2009.
The
following table shows the weighted-average number of potentially outstanding
dilutive shares excluded from the diluted net loss per share calculation for the
period ended December 31, 2009 as they were anti-dilutive:
Convertible
notes issued on September 25, 2009
|
40,000,000
|
|||
Preferred
stock issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
25,000,000
|
|||
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
3,066,665
|
|||
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
500,000
|
|||
Total
potentially outstanding dilutive shares
|
68,566,665
|
|||
%
|
F-12
p. Recently
Issued Accounting Standards
In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC
Release No. 33-9072 on October 13, 2009. Commencing with the Company’s Annual
Report for the fiscal year ended December 31, 2010, the Company is required to
include a report of management on the Company’s internal control over financial
reporting. The internal control report must include a statement of management’s
responsibility for establishing and maintaining adequate internal control over
financial reporting for the Company; of management’s assessment of the
effectiveness of the Company’s internal control over financial reporting as of
year end; of the framework used by management to evaluate the effectiveness of
the Company’s internal control over financial reporting; and that the Company’s
independent accounting firm has issued an attestation report on management’s
assessment of the Company’s internal control over financial reporting, which
report is also required to be filed as part of the Annual Report on Form
10-K.
In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009. The adoption did not have a material impact on the Company’s
financial position, results of operations or cash flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-04, Accounting for
Redeemable Equity Instruments - Amendment to Section 480-10-S99, which
represents an update to section 480-10-S99, distinguishing liabilities from
equity, per EITF Topic D-98, Classification and Measurement of
Redeemable Securities. The Company does not expect the
adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
In
August 2009, the FASB issued the FASB Accounting Standards Update No.
2009-05, Fair Value
Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair
Value, which provides amendments to subtopic 820-10, Fair Value
Measurements and Disclosures – Overall, for the fair value measurement of
liabilities. This Update provides clarification that in circumstances
in which a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: 1. A valuation technique that uses: a. The
quoted price of the identical liability when traded as an asset b. Quoted prices
for similar liabilities or similar liabilities when traded as assets. 2. Another
valuation technique that is consistent with the principles of topic 820; two
examples would be an income approach, such as a present value technique, or a
market approach, such as a technique that is based on the amount at the
measurement date that the reporting entity would pay to transfer the identical
liability or would receive to enter into the identical liability. The amendments
in this Update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to
other inputs relating to the existence of a restriction that prevents the
transfer of the liability. The amendments in this Update also clarify that both
a quoted price in an active market for the identical liability when traded as an
asset in an active market when no adjustments to the quoted price of the asset
are required are Level 1 fair value measurements. The Company does
not expect the adoption of this update to have a material impact on its
consolidated financial position, results of operations or cash
flows.
F-13
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-08, Earnings Per Share –
Amendments to Section 260-10-S99, which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share
for a Period that includes a Redemption or an Induced Conversion of a Portion of
a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of
Earnings per Share for the Redemption or Induced Conversion of Preferred
Stock. The Company does not expect the adoption of this update to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-09, Accounting for
Investments-Equity Method and Joint Ventures and Accounting for Equity-Based
Payments to Non-Employees. This Update represents a correction
to Section 323-10-S99-4, Accounting by an Investor for
Stock-Based Compensation Granted to Employees of an Equity Method
Investee. Additionally, it adds observer comment Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees
to the Codification. The Company does not expect the adoption to have a material
impact on its consolidated financial position, results of operations or cash
flows.
In
September 2009, the FASB issued the FASB Accounting Standards Update No.
2009-12, Fair Value
Measurements and Disclosures Topic 820 – Investment in Certain Entities That
Calculate Net Assets Value Per Share (or Its Equivalent), which provides
amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate
net asset value per share (or its equivalent). The amendments in this Update
permit, as a practical expedient, a reporting entity to measure the fair value
of an investment that is within the scope of the amendments in this Update on
the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a
manner consistent with the measurement principles of Topic 946 as of the
reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this Update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this Update, such as the nature of any restrictions on the
investor’s ability to redeem its investments a the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be make by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in U.S. GAAP on investments in debt and
equity securities in paragraph 320-10-50-1B. The disclosures are required for
all investments within the scope of the amendments in this Update regardless of
whether the fair value of the investment is measured using the practical
expedient. The Company does not expect the adoption to have a material impact on
its consolidated financial position, results of operations or cash
flows.
F-14
In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-01 “Equity Topic 505 –
Accounting for Distributions to Shareholders with Components of Stock and
Cash”, which clarify that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to
receive in the aggregate is considered a share issuance that is reflected in EPS
prospectively and is not a stock dividend for purposes of applying Topics 505
and 260 (Equity and Earnings Per Share (“EPS”)). Those distributions
should be accounted for and included in EPS calculations in accordance with
paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting
Standards codification. The amendments in this Update also provide a
technical correction to the Accounting Standards Codification. The
correction moves guidance that was previously included in the Overview and
Background Section to the definition of a stock dividend in the Master
Glossary. That guidance indicates that a stock dividend takes nothing
from the property of the corporation and adds nothing to the interests of the
stockholders. It also indicates that the proportional interest of
each shareholder remains the same, and is a key factor to consider in
determining whether a distribution is a stock dividend.
In
January 2010, the FASB issued the FASB Accounting Standards Update No.
2010-02 “Consolidation Topic
810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a
Scope Clarification”, which provides amendments to Subtopic 810-10 and
related guidance within U.S. GAAP to clarify that the scope of the decrease in
ownership provisions of the Subtopic and related guidance applies to the
following:
F-15
1. A
subsidiary or group of assets that is a business or nonprofit
activity
2. A
subsidiary that is a business or nonprofit activity that is transferred to an
equity method investee or joint venture
3. An
exchange of a group of assets that constitutes a business or nonprofit activity
for a noncontrolling interest in an entity (including an equity method investee
or joint venture).
The
amendments in this Update also clarify that the decrease in ownership guidance
in Subtopic 810-10 does not apply to the following transactions even if they
involve businesses:
1. Sales
of in substance real estate. Entities should apply the sale of real
estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605
(Retail/Land) to such transactions.
2. Conveyances
of oil and gas mineral rights. Entities should apply the mineral
property conveyance and related transactions guidance in Subtopic 932-360 (Oil
and Gas-Property, Plant, and Equipment) to such transactions.
If a
decrease in ownership occurs in a subsidiary that is not a business or nonprofit
activity, an entity first needs to consider whether the substance of the
transaction causing the decrease in ownership is addressed in other U.S. GAAP,
such as transfers of financial assets, revenue recognition, exchanges of
nonmonetary assets, sales of in substance real estate, or conveyances of oil and
gas mineral rights, and apply that guidance as applicable. If no other guidance
exists, an entity should apply the guidance in Subtopic 810-10.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying consolidated financial statements.
NOTE 3 -
GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern, which contemplates continuity of
operations, realization of assets, and liquidation of liabilities in the normal
course of business. As reflected in the accompanying financial
statements, the Company has an accumulated deficit of $6,801,183 at December 31,
2009, with a net loss of $6,801,183 and net cash used in operations of $364,212
for the period from September 3, 2009 (inception) through December 31, 2009.
These conditions raise substantial doubt about its ability to continue as a
going concern.
While the
Company is attempting to produce sufficient sales, the Company’s cash position
may not be sufficient to support the Company’s daily operations. While the
Company believes in the viability of its strategy to produce sales volume and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
upon the Company’s ability to further implement its business plan and generate
sufficient revenues. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
Management believes that the actions presently being taken to further implement
its business plan and generate revenues provide the opportunity for the Company
to continue as a going concern.
F-16
The
consolidated financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue in existence.
NOTE 4 –
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid
expenses and other current assets at December 31, 2009 consisted of the
following:
Prepaid
rent
|
$ | 6,314 | ||
Consulting
|
75,000 | |||
Repairs
receivable
|
14,380 | |||
$ | 95,694 |
NOTE 5 –
CONVERTIBLE NOTES PAYABLE
Convertible notes payable at December
31, 2009 consisted of the following:
Note
payable to an investor at 6% per annum, with principal and interest due
on September 24, 2011
|
$ | 50,000 | ||
Note
payable to an investor at 6% per annum, with principal and interest due
on September 24, 2011
|
50,000 | |||
100,00 | ||||
Less
unamortized discount
|
(43,247 | ) | ||
$ | 56,753 |
Derivative
analysis
The notes
have an initial fixed conversion price of $.0025 and a full ratchet reset
feature.
Due to
the fact that these notes have full reset adjustments based upon the issuance of
equity securities by the Company in the future, they are subject to derivative
liability treatment under Section 815-40-15 of the FASB Accounting Standard
Codification (“Section 815-40-15”) (formerly FASB Emerging Issues Task Force
(“EITF”) 07-5). The notes have been measured at fair value using a lattice model
at each reporting period with gains and losses from the change in fair value of
derivative liabilities recognized on the consolidated statement of
operations.
F-17
The notes
which were issued on September 25, 2009 gave rise to a derivative liability of
$49,414 which was recorded as a discount to the notes. The derivative was
measured at September 30, 2009 and December 31, 2009 yielding a loss on change
in fair value of $5,749,697.
NOTE 6 –
INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Description of
warrants
In
connection with the closing of the Share Exchange Agreement, on December 7, 2009
the Company entered into a Subscription Agreement for the sale of 3,066,665
units of securities of the Company aggregating $920,000. Each unit consisted of
one share of common stock and a warrant to purchase one share of Company’s
common stock exercisable at $0.60 per share. The exercise price is
subject to a full ratchet reset feature. The fair value of these warrants
granted, estimated on the date of grant, was $586,535, and recorded as a
derivative liability. The derivative was measured at December 31, 2009 yielding
a loss on change in fair value of $595,839.
In
connection with the closing of the Share Exchange Agreement, on December 7, 2009
the Company issued warrants to purchase 500,000 shares of Company’s
common stock exercisable at $0.60 per share. The exercise
price is subject to a full ratchet reset feature. The fair value of these
warrants granted, estimated on the date of grant, was $36,120, and recorded as a
derivative liability. The derivative was measured at December 31, 2009 yielding
a loss on change in fair value of $109,218.
NOTE 7 -
STOCKHOLDERS’ DEFICIT
Series A Convertible
Preferred Stock
In
connection with the closing of the Share Exchange Agreement, on December 7, 2009
the Company issued 10,000,000 shares of Series A Convertible Preferred Stock
with a par value of $0.001.
The
Series A has five (5) times the number of votes on all matters to which common
share holders are entitled, bears no dividends, has a liquidation value eight
times that sum available for distribution to common stock holders and is
convertible at the option of the holder after the date of issuance at a rate of
1:2.5 share of common stock for every preferred share issued however, the
preferred shares cannot be converted if conversion would cause the holder to own
more than 4.99% of the outstanding shares of common stock (or after 61 days up
to 9.99%).
The Company is authorized to
issue 500,000,000 shares of common stock and 20,000,000 shares of preferred
stock.
F-18
Common
stock
On
December 7, 2009 the Company entered into a Subscription Agreement for the sale
of 3,066,665 units of securities of the Company aggregating $920,000. Each unit
consisted of one share of common stock and a warrant to purchase one share of
Company’s common stock exercisable at $0.60 per share. The Company
received $885,000 which was net of costs of $35,000.
NOTE 8 –
INCOME TAXES
Deferred tax
assets
At
December 31, 2009, the Company had net operating loss (“NOL”) carry–forwards for
Federal income tax purposes of $346,429 that may be offset against future
taxable income through 2029. No tax benefit has been reported with
respect to these net operating loss carry-forwards in the accompanying financial
statements because the Company believes that the realization of the Company’s
net deferred tax assets of approximately $136,839 was not considered more likely
than not and accordingly, the potential tax benefits of the net loss
carry-forwards are fully offset by a valuation allowance of
$136,839.
Deferred
tax assets consist primarily of the tax effect of NOL
carry-forwards. The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realizability.
Components
of deferred tax assets at December 31, 2009 are as follows:
December
31, 2009
|
||||
Net
deferred tax assets – Non-current:
|
||||
Expected
income tax benefit from NOL carry-forwards
|
$
|
136,839
|
||
Less
valuation allowance
|
(136,839
|
)
|
||
Deferred
tax assets, net of valuation allowance
|
$
|
-
|
Income taxes in the
statements of operations
A
reconciliation of the federal statutory income tax rate and the effective income
tax rate as a percentage of income before income taxes is as
follows:
For
the Year Ended
December
31, 2009
|
||||
Federal
statutory income tax rate
|
34.0
|
%
|
||
State
and local taxes
|
5.5
|
%
|
||
39,5
|
%
|
|||
Change
in valuation allowance on net operating loss
carry-forwards
|
(39.5
|
)%
|
||
Effective
income tax rate
|
0.0
|
%
|
F-19
NOTE 9 -
COMMITMENTS
The
company has entered into several contracts that obligate it to future office
space lease payments and consulting contracts for financial and investor
relations services. At December 31, 2009, the following is a summary
of these commitments:
a)
|
A
three (3) year lease for office space at approximately $75,000 per
year.
|
b)
|
A
two (2) year financial consulting agreement that obligates the Company to
remit $10,000 per month , 5% of any capital arranged and $500 for each
introduction to a partner/landowner who allows the installation of the
Company’s EV devices together with up to 500,000 warrants to acquire
common stock at $.60 per share and 5% of the generated revenue from the
usage of those units installed; this commitment aggregated to
$230,000 and derivative liability of $36, 120 at December 31,
2009.
|
c)
|
Pursuant
to several public relations agreements the Company is committed to
payments that aggregate to approximately $ 85,000 per month and issuance
of up to 125,000 shares of common stock per month; these contracts are
subject to cancellation on one month’s
notice.
|
NOTE 10 -
SUBSEQUENT EVENTS
The
Company has evaluated all events that occurred after the balance sheet date of
December 31, 2009 through April 15, 2010, the date these financial statements
were issued. The Management of the Company determined that there were no
reportable subsequent events to be disclosed.
F-20
ITEM
9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Our
accountant is Li & Company, PC Independent Registered Public Accounting
Firm. We do not presently intend to change accountants. At no time have there
been any disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.
ITEM
9A(T). CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO
17
and CFO
concluded that the Company’s disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act, is recorded,
processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to the Company’s management, including the Company’s CEO and CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
Management's
Annual Report on Internal Control Over Financial Reporting.
The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company. Our internal
control system was designed to, in general, provide reasonable assurance to the
Company’s management and board regarding the preparation and fair presentation
of published financial statements, but because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our
management assessed the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2009. The framework used by management in
making that assessment was the criteria set forth in the document entitled “
Internal Control – Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on that assessment, our
management has determined that as of December 31, 2009, the Company’s internal
control over financial reporting was effective for the purposes for which it is
intended.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
Changes
in Internal Control over Financial Reporting
No change
in our system of internal control over financial reporting occurred during the
period covered by this report, fourth quarter of the fiscal year ended December
31, 2009 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our
executive officers and directors and their respective ages as of April 14, 2010
are as follows:
Name
|
Age
|
Principal
Positions With Us
|
Andy
Kinard
|
44
|
President,
Director
|
Richard
Adeline
|
65
|
Chief
Financial Officer, Treasurer, Director
|
Michael
Bernstein
|
40
|
Director,
General Counsel
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Andy Kinard,
President, Director
Mr.
Kinard graduated from the Auburn University in 1987. His first
employer was Florida Power & Light (“FPL”) where he worked for 15
years. In his early years, his focus was on engineering. During his tenure, he
performed energy analysis for large commercial accounts, and ultimately became a
Certified Energy Manager. Simultaneously,
18
Mr.
Kinard was assigned to FPL’s electric vehicle program. FPL had their
own fleet of electric vehicles that they used to promote the
technology.
He
spent several years marketing renewable energy in Florida and was a Guest
Speaker at the World Energy Congress. He also served on the Board of
Directors of the South Florida Manufacturing Association for 4
years.
For the
last year Mr. Kinard has been selling electric vehicles in Florida. He has
City, County, and State contacts throughout Florida, and has attended every car
show, and green fair in the State.
Richard Adeline,
Chief Financial Officer, Treasurer, Director
Since
1984, Richard has been in practice as a CPA in Florida specializing in financial
planning, tax preparation and business consulting for both public and non-public
companies. Richard is well versed in the reporting requirements for public
companies.
Prior to
forming his own practice, Richard served as an Audit Manager at Arthur Andersen
and Coopers & Lybrand (PriceWaterhouseCoopers), as well as the CFO of
Insurance Exchange of the Americas, Inc. He is a licensed CPA in the states of
Florida and New York and is a registered Financial Advisor that holds both Life
and Health Insurance licenses, as well as various FINRA certifications (Series
7, 63 and 65). Mr. Adeline is a graduate of the City University of New York
(Hunter College) in 1965 with a BS in Accounting.
Michael Bernstein,
General Counsel, Director
Mr.
Bernstein is a graduate of New York University and Brooklyn Law School.
Since 1996, he has been practicing law and is currently admitted in the
state and federal courts of Florida, New York and New Jersey. Mr. Bernstein
maintains his law practice in Miami Beach, Florida in the areas of corporate and
business transactions, real estate and commercial litigation. Through his
law firm, Mr. Bernstein serves as independent corporate counsel for several
Florida based companies who transact business nationwide. In 2008, Mr.
Bernstein was appointed and has served as a member of the Community Development
Advisory Board (CDAC) of the City of Miami Beach.
Both Mr.
Kinard and Mr. Adeline will be responsible for managing the day to day
operations and strategic planning.
Family
Relationships
There are
no relationships between any of the officers or directors of the
Company.
Employment
Agreements of the Executive Officers/
The
Company has not yet entered into formal employment arrangements with the
Executive Officers.
Current
Issues and Future Management Expectations
No board
audit committee has been formed as of the filing of this Annual
Report.
Compliance
With Section 16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2009.
Code
of Ethics
We do not
have a code of ethics for our officers currently.
19
ITEM
11. EXECUTIVE COMPENSATION
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer during the years ended
December 31, 2009, and 2008 in all capacities for the accounts of our executive,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||
Andy
Kinard, President,*
|
2009
|
$
|
__
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
__
|
||||||
Richard
Adeline, Chief Financial Officer, Treasurer*
|
2009
|
$
|
__
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
__
|
||||||
Belen
Flores, Founder, Chairman,
|
2009
|
$
|
__
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
__
|
||||||
CEO,
and CFO(1)
|
2008
|
$
|
5,000
|
0
|
$
|
0
|
0
|
0
|
0
|
0
|
$
|
5,000
|
*For the year ended December 31, 2009 our executive officers
worked part-time and were compensated as independent contractors. Richard
Adeline was paid $12,500 and Andy Kinard $20,818.
Option Grants Table.
There were no individual grants of stock options to purchase our common stock
made to the executive officer named in the Summary Compensation Table for the
year ended December 31, 2009.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table. There were no stock
options exercised during period ending March 20, 2009 by the executive officer
named in the Summary Compensation Table.
Long-Term Incentive Plan
(“LTIP”) Awards Table. There were no awards made to a named executive
officer in the last completed fiscal year under any LTIP
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
20
ITEM
12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Name
of Beneficial Owner
|
Number of
Common Shares Owned
|
Number
of Series A Preferred Shares
|
Number
of Warrants Owned
|
Percentage
of Class of Common Stock (2)
|
Percent
of Voting Class (3)
|
|||||
Richard
Adeline (1)
|
0
|
0
|
0
|
0%
|
0.00%
|
|||||
Andy
Kinard (1)
|
0
|
0
|
0
|
0%
|
0.00%
|
|||||
Michael
Bernstein (1)
|
0
|
0
|
0
|
0%
|
0.00%
|
|||||
Gravity
Capital Partners, Ltd.
|
30,000,000
|
6,000,000
|
0
|
41.19%
|
48.85%
|
|||||
Herb
Hersey
|
14,000,000
|
2,800,000
|
0
|
19.22%
|
22.79%
|
|||||
Jonathan
Honig
|
6,000,000
|
1,200,000
|
0
|
8.24%
|
9.77%
|
|||||
Barry
Honig (4)
|
4,083,333
|
0
|
833,333
|
5.60%
|
3.32%
|
(1)
|
We
have not entered into a formal engagement with Andy Kinard, Richard
Adeline or Michael Bernstein, however, we expect that each will receive
equity compensation under the terms of their
employment.
|
(2)
|
Based
on 77,849, 214 common shares outstanding after the sale of common
stock.
|
(3)
|
Based
on 122,824,195 shares of voting stock, calculated by adding the number of
votes of common stock with the votes of the Series A Preferred Stock.
Each share of Series A Preferred Stock has five to one voting rights
as designated in the Certificate of Designation for the Series A
Convertible Preferred Stock. The total aggregate number of votes for the
Series A Preferred Stock is 5 million.
|
(4)
|
Barry
Honig owns 4,083,333 shares of common stock, including 3,250,000 shares
purchased from third-party holders in a private transaction and, in
connection with the Financing Transaction, Barry Honig purchased 833,333
units consisting of (i) a share of common stock; and (ii) a warrant to
purchase a share of common stock. As disclosed above in this
Form 8-k, the warrants contain a limitation on stock ownership by Barry
Honig of 4.99%, or under certain circumstances of 9.99%. In
addition, Alan Honig, as custodian for four minor children of Barry and
Renee Honig, owns 2,578,764 registered shares of our common stock
purchased from third-party holders in private
transactions.
|
Barry
Honig holds voting and dispositive power over the 4,083,333 shares he
owns. He is the son of Alan Honig but does not hold any voting
or dispositive power over the shares held by Alan Honig as
custodian. Jonathan Honig is Barry Honig’s brother and Barry
does not hold any voting or dispositive power over the shares owned by
Jonathan Honig. Herb Hersey is the father of Barry Honig’s
wife, Renee Honig. Barry Honig does not hold any voting or
dispositive power over the shares owned by Herb
Hersey. None of the foregoing persons is an officer or
director of the Company, and, with the exception of Herb Hersey, the
Company does not consider any of such persons, individually or in the
aggregate, to be in a position to exercise control over the business or
affairs of the Company as a result of the ownership of our securities or
otherwise. Other than pursuant to the terms of such securities,
there are no restrictions on the disposition of shares by any of the
foregoing persons of entities, with the exception of Herb Hersey who owns
greater than 10% of the shares of the Company and therefore is subject to
certain restrictions on sale
|
21
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None of
the following persons has any direct or indirect material interest in any
transaction to which we are a party since our incorporation or in any proposed
transaction to which we are proposed to be a party:
(A)
|
Any
of our directors or officers;
|
(B)
|
Any
proposed nominee for election as our director;
|
(C)
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our Common Stock;
or
|
(D)
|
Any
relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same house as such person or who is a director or
officer of any parent or subsidiary of our
company.
|
Stock Option
Grants
We have
not granted any stock options to our executive officer since our
incorporation.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE
[In
October, 2006, we issued 1,000,000 shares of common stock to Belen Flores as
compensation for incorporation pursuant to the exemption from registration set
forth in section 4(2) of the Securities Act of 1933. In April 2007, we
issued 13,000,000 shares of common stock to Belen Flores as compensation for
services rendered pursuant to the exemption from registration set forth in
section 4(2) of the Securities Act of 1933.]
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
Audit
Fees
For the
Company’s fiscal years ended December 31, 2009 and 2008, we were billed
approximately $7,500 and $9,000 for professional services rendered for the
audit and review of our financial statements.
Audit Related
Fees
There
were no fees for audit related services for the years ended December 31, 2009
and 2008.
Tax Fees
For the
Company’s fiscal years ended December 31, 2009 and 2008, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2009 and
2008.
22
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:
-approved
by our audit committee; or
-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is informed of each service, and such
policies and procedures do not include delegation of the audit committee's
responsibilities to management.
We do not
have an audit committee. Our entire board of directors pre-approves all services
provided by our independent auditors.
The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does not have records of what percentage of
the above fees were pre-approved. However, all of the above services and fees
were reviewed and approved by the entire board of directors either before or
after the respective services were rendered.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.
a)
Documents filed as part of this Annual Report
1.
Consolidated Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
Exhibit
Number
|
Description
|
|
2.1
*
|
Share
Exchange Agreement by and among New Image Concepts, Inc. and Car Charging,
Inc.
|
|
3.1
*
|
Amendment
to Certificate of Incorporation changing name to Car Charging, Inc.,
increasing the number of preferred shares authorized to 20,000,000 shares,
filed with the Secretary of State of the State of Nevada on December 7,
2009
|
|
3.2
*
|
Certificate
of Designation designating the rights of the Series A Convertible
Preferred Shares
|
|
4.1
*
|
Subscription
Agreement
|
|
4.2
*
|
Form
of Warrant
|
|
31.1
|
Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
|
|
31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer | |
32.1
|
Section
1350 Certification of Chief Executive Officer
|
|
32.2 | Section 1350 Certification of Chief Financial Officer |
*
Filed as exhibits to the Form 8-K filed with the SEC on December 11,
2009.
23
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated:
April 15, 2010
By: /s/ Andy
Kinard
Andy
Kinard,
President,
Chief Executive Officer
Principal
Executive Officer
By: /s/
Richard Adeline
Richard
Adeline
Chief
Financial Officer
Principal
Accounting Officer
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature
|
Title
|
Date
|
||
/s/ Andy Kinard
|
President
|
April
15, 2010
|
||
Andy
Kinard
|
President,
Chief Executive Officer,
|
|||
Principal
Executive Officer,
|
||||
/s/
Richard Adeline
|
Chief
Financial Officer, Principal Accounting Officer
|
April
15, 2010
|
||
Richard Adeline | ||||
24