Delaware
|
20-1372858
|
|
(State
or other jurisdiction of
incorporation
or formation)
|
(I.R.S.
employer
identification
number)
|
Three
Riverway
Suite
1050
Houston,
TX
|
77056
|
|
(Address
of Principal
Executive
Offices)
|
(Zip
Code)
|
Name
of Exchange on which to be so
|
||
Title
of each class:
|
registered
each class is to be registered:
|
|
Common
Stock, $.0001 par value per share
|
N/A
|
·
|
Utilize
Strategic Relationships
|
·
|
Continuous
Technology and Product
Innovation
|
·
|
Strong
Corporate Culture
|
Three
Months Ended September 30,
|
|
|
Nine
Months Ended September 30,
|
||||||||||
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
||||
Sales
|
$
|
-
|
$
|
-
|
$
|
8,333
|
$
|
-
|
|||||
Cost
of sales
|
- | - |
5,912
|
-
|
|||||||||
GROSS
PROFIT
|
- | - |
2,421
|
-
|
|||||||||
Operating
expenses:
|
|||||||||||||
Research
and development
|
301,304 | 61,844 |
726,292
|
261,043
|
|||||||||
Depreciation
|
5,131 | 1,835 |
10,572
|
4,186
|
|||||||||
General
and administrative
|
419,730 | 79,935 |
1,893,832
|
335,412
|
|||||||||
LOSS
FROM OPERATIONS
|
(726,165 | ) | (143,614 | ) |
(2,628,275
|
)
|
(600,641
|
)
|
|||||
Other
income (expense):
|
|||||||||||||
Interest
expense
|
(4,854 | ) | (203 | ) |
(4,913
|
)
|
(548
|
)
|
|||||
Interest
income
|
799 | 2,980 |
4,005
|
3,787
|
|||||||||
Other
|
- | - |
-
|
-
|
|||||||||
LOSS
BEFORE INCOME TAXES
|
(730,220 | ) | (140,837 | ) |
(2,629,183
|
)
|
(597,402
|
)
|
|||||
Income
taxes
|
- | - |
-
|
-
|
|||||||||
NET
LOSS
|
$
|
(730,220
|
)
|
$
|
(140,837
|
)
|
$
|
(2,629,183
|
)
|
$
|
(597,402
|
)
|
|
(Audited)
December
31,
2005
|
(Audited)
December
31,
2004
|
|||||
|
|
|
|||||
SALES
|
$
|
16,667
|
$
|
1,750
|
|||
COST
OF SALES
|
12,216
|
650
|
|||||
GROSS
PROFIT
|
|||||||
OPERATING
EXPENSES:
|
|||||||
Research
and development
|
410,958
|
713,109
|
|||||
Depreciation
|
6,823
|
1,140
|
|||||
General
and administrative
|
412,877
|
164,873
|
|||||
TOTAL
OPERATING EXPENSES
|
830,658
|
879,122
|
|||||
LOSS
FROM OPERATIONS
|
(826,207
|
)
|
(878,022
|
)
|
|||
OTHER
INCOME (EXPENSE)
|
|||||||
Interest
expense
|
(663
|
)
|
-
|
||||
Interest
income
|
5,329
|
-
|
|||||
Other
|
(4,411
|
)
|
-
|
||||
TOTAL
OTHER INCOME (EXPENSE)
|
255
|
-
|
|||||
LOSS
BEFORE PROVISION FOR
|
|||||||
INCOME
TAXES
|
(825,952
|
)
|
(878,022
|
)
|
|||
INCOME
TAXES
|
-
|
-
|
|||||
NET
LOSS
|
$
|
(825,952
|
)
|
$
|
(878,022
|
)
|
· |
the
competitive cost of fuel cell systems,
|
· |
the
emergence of newer and more competitive
technology,
|
· |
the
future cost of raw materials,
|
· |
regulatory
requirements,
|
· |
consumer
perceptions regarding the safety of our product,
and
|
· |
consumer
reluctance to try new products and technologies.
|
Name
and Address
|
Amount
and Nature of Beneficial Ownership
|
Percentage
of Class
|
||||
NewPoint
Energy Solutions, LP (a)
Three
Riverway
Suite
1050
Houston,
Texas 77056
|
5,331,622
|
45.2
|
%
|
|||
Kevin
Shurtleff (b)
573
East 950 North
Orem,
UT 84097
|
2,734,763
|
(c)
|
21.9
|
%
|
||
Andrew
Nielson
340
South 800 West
Orem,
UT 84058
|
1,120,745
|
(d)
|
9.5
|
%
|
||
Eric
Ladd
4987
West Woodbend Road
West
Jordan, UT 84084
|
648,794
|
(e)
|
5.2
|
%
|
||
John
Berger (f)
Three
Riverway
Suite
1050
Houston,
TX 77056
|
6,100,400
|
(g)
|
48.6
|
%
|
Contango
Capital Partners, L.P. (h)
Three
Riverway
Suite
1050
Houston,
TX 77056
|
768,778
|
(i)
|
6.1
|
%
|
||
John
Sifonis (j)
P.O.
Box 201887
Arlington,
TX 76006-1887
|
46,113
|
(k)
|
0.4
|
%
|
||
General
Randolph House (l)
905
Carmel Place
College
Station, TX 77845
|
3,423
|
(m)
|
0.03
|
%
|
||
Eric
Melvin (n)
Three
Riverway
Suite
1700
Houston,
TX 77056
|
768,778
|
(o)
|
6.1
|
%
|
||
John
White(p)
Three
Riverway, Suite 1050
Houston,
TX 77056
|
0
|
—
|
||||
Contango
Venture Capital Corporation (q)
3700
Buffalo Speedway, Suite 960
Houston,
TX 77098
|
2,001,014
|
(r)
|
17.0
|
%
|
||
Richard
Hoesterey (s)
7852
La Cosa Drive
Dallas,
TX 75248
|
0
|
—
|
||||
Jonathan
H. Godshall (t)
5360
Spring Park
Houston,
TX 77056
|
0
|
—
|
||||
Wade
Stubblefield (u)
Three
Riverway, Suite 1050
Houston,
TX 77056
|
0
|
—
|
||||
All
Directors and Officers as a Group (8 individuals)
|
6,918,714
|
54.9
|
%
|
|||
(a)
|
Standard
Renewable Energy Services, GP LLC is the General Partner of NewPoint
Energy Solutions, LP. John Berger is the sole member and manager
of
Standard Renewable Energy Services, GP LLC and in that capacity has
voting
and dispositive power over these
shares.
|
(b)
|
Dr.
Shurtleff resigned from his position as member of the Company’s Board of
Directors and Vice President of Technology on March 24, 2006. Dr.
Shurtleff continues to work for Trulite as an
employee.
|
(c)
|
Represents
2,035,460 shares of Common Stock and currently exercisable options
to
purchase up to 699,303 shares of Common Stock at a price of $.88
per
share.
|
(d)
|
Effective
March 2, 2005, Mr. Nielson gave an option to Eric Ladd to purchase
up to
473,968 shares of his Common Stock for an aggregate purchase price
of
$48,000, exercisable at any time until March 2,
2014.
|
(e)
|
Represents
currently exercisable options to purchase 174,826 shares of Common
Stock
from the Company and a currently exercisable option to purchase up
to
473,968 shares of Common Stock from Andrew Nielson for an aggregate
purchase price of $48,000. This option to purchase Mr. Nielson’s Common
Stock expires March 2, 2014.
|
(f)
|
Mr.
Berger is the Chairman of the Board of Directors of Trulite and the
managing partner of CCP.
|
(g)
|
Includes
warrants to purchase 592,500 shares of Common Stock and options to
purchase 176,278 shares of Common Stock owned by CCP. Although he
does not
have sole voting or dispositive power over the warrants and options
owned
by CCP, he may be deemed to be the beneficial owner thereof. Includes
5,331,622 shares owned by NewPoint Energy Solutions, LP. Mr. Berger
is the
sole member and manager of Standard Renewable Energy Services, GP
LLC, the
general partner of Newpoint Energy Solutions, LP, and in that capacity
has
voting and dispositive power over these
shares.
|
(h)
|
The
general partners of CCP are John Berger, Kenneth R. Peak, Todd Sullivan,
Gerald Sullivan, Eric Melvin and John D.
White.
|
(i)
|
Represents
currently exercisable options to purchase up to 176,278 shares of
Common
Stock at a price of $.88 per share and warrants to purchase 592,500
shares
of Common Stock at a strike price of $1.50 per
share.
|
(j)
|
Mr.
Sifonis a director of Trulite. Mr. Sifonis resigned as President
and CEO
effective August 11, 2006.
|
(k)
|
Represents
currently exercisable options to purchase up to 46,113 shares of
Common
Stock at a price of $.88 per share.
|
(l)
|
General
House is a director of Trulite.
|
(m)
|
Represents
currently exercisable options to purchase up to 3,423 shares of
Common
Stock at a price of $.88 per
share.
|
(n)
|
Mr.
Melvin is a director of
Trulite.
|
(o)
|
Consists
of warrants to purchase 592,500 shares of Common Stock and options
to
purchase 592,500 shares of Common Stock owned by CCP. Although
Mr. Melvin
does not have sole voting or dispositive power over the shares
owned by
CCP, as a general partner of CCP he may be deemed a beneficial owner
thereof.
|
(p)
|
Mr.
White is a director of
Trulite.
|
(q)
|
Contango
Venture Capital Corporation is owned by Contango Oil & Gas Company,
which is managed by Kenneth R. Peak, Lesia Bautina, Sergio Castro
and Marc
Duncan. The Board of Directors of Contango Oil & Gas Company includes
Kenneth R. Peak, Jay D. Brehmer, Darrell W. Williams, Charles M.
Reimer
and Steven L. Schoonover.
|
(r)
|
Represents
2,001,014 shares of Common Stock owned by Contango Venture Capital
Corporation.
|
(s)
|
Mr.
Hoesterey was appointed to the Company’s
Board of Directors on May 5,
2006.
|
(t)
|
Mr.
Godshall was appointed President and Chief Operating Officer on
August 7,
2006 and became a director effective October 31,
2006.
|
(u)
|
Mr.
Stubblefield is the Chief Financial Officer of
Trulite.
|
Name
|
Age
|
Position
|
||
Jonathan
H. Godshall
|
58
|
President
and CEO
|
||
Wade
Stubblefield
|
40
|
CFO
|
||
John
Sifonis
|
65
|
Director
|
||
John
Berger
|
33
|
Chairman
of the Board of Directors
|
||
Richard
Hoesterey
|
64
|
Director
|
||
General
Randolph House
|
61
|
Director
|
||
Eric
Melvin
|
43
|
Director
|
||
John
White
|
58
|
Director
|
Name
and Position
|
Year
|
Salary
|
Bonus
|
Other
Compensation
|
|||||
Jonathan
H. Godshall, President
|
2006
|
$120,000
|
(1)
|
—
—
|
Options
to purchase 676,626 shares of Common Stock at $1.00 per share.
Also a cash
incentive bonus plan will be developed by February 7, 2007 and
submitted
to the Board of Directors for approval. (3)
|
||||
Kevin
Shurtleff, Employee
|
2006
2005
2004
|
$65,000
$42,500
$42,500
|
—
—
|
Options
to purchase 699,303 shares of Common Stock at $.88 per share
(4).
|
|||||
John
Sifonis, Former President and CEO
|
2006
2005
2004
|
$120,000
$42,000
$12,000
|
(2)
|
—
—
|
Options
to purchase 291,478 shares of Common Stock at $.88 per share (5);
And
options to purchase 20,000 shares of Common Stock at $1.00 per
share
(6).
|
||||
James
A. Longaker, Former Chief Financial Officer and Secretary
|
2006
2005
2004
|
$65,000
$65,000
|
—
|
Option
to purchase 20,000 shares of Common Stock at $.88 per share. (5)
and
another 35,000 shares of Common Stock at $0.88 per share
(6).
|
·
|
1%
of the number of then outstanding shares of the Company’s Common Stock,
or
|
·
|
the
average weekly trading volume of the Company’s Common Stock during the
four calendar weeks preceding the
sale;
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
|||
Equity
compensation plans approved by security holders
|
0
|
0
|
0
|
|||
Equity
compensation plans not approved by security holders (1)
|
2,352,364
|
$0.94
|
758,441
|
|||
Total
|
2,352,364
|
$0.94
|
758,441
|
(1) |
The
Company’s Board of Directors adopted the Trulite, Inc. Stock Option Plan
(the “Plan”) on April 11, 2005. The
Plan is to be administered by the Company’s Board of Directors and
consists of up to 3,110,805 shares of Common Stock in a stock option
pool
which may be granted in the form of options to employees, directors,
consultants and advisors to the Company. The number of options,
option
price, vesting and exercise schedules and the duration of all options
shall all be determined by the Company’s Board of Directors at the time of
grant; provided, however, that the option price of any options
granted
under the Plan shall be not less than fair market value at the
time of
grant. Incentive stock options expire no later than seven years
after the
date of grant.
|
· |
any
breach of the director's duty of loyalty to the corporation or its
stockholders;
|
· |
acts
or omissions not in good faith or which involve intentional misconduct
or
a knowing violation of law;
|
· |
payments
of unlawful dividends or unlawful stock repurchases or redemptions;
or
|
· |
any
transaction from which the director derived an improper personal
benefit.
|
Page
|
||
Interim
Financial Statements:
|
||
Balance
Sheets at September 30, 2006 and December 31, 2005
|
F-2
|
|
Statements
of Operations for the three and nine months ended September 30,
2006
|
||
and
period from inception (July 15, 2004) through September 30, 2006
|
F-3
|
|
Statement
of Cash Flows for the three and nine months ended September 30,
2006
|
||
and
period from inception (July 15, 2004) through September 30,
2006
|
F-4
|
|
Statements
of Stockholders’ (Deficit) Equity for the period from inception
|
||
(July
15, 2004) through September 30, 2006
|
F-5
|
|
Notes
to Financial Statements
|
F-6
|
|
Audited
Financial Statements
|
||
Report
of Independent Registered Public Accounting Firm
|
F-18
|
|
Balance
Sheets at December 31, 2005 and December 31, 2004
|
F-19
|
|
Statements
of Operations for the year ended December 31, 2005 and for
the
|
||
period
from inception (July 15, 2004) through December 31, 2005
|
F-20
|
|
Statements
of Stockholders’ Equity for the period from inception
|
||
(December
31, 2004) through December 31, 2005
|
F-21
|
|
Statements
of Cash Flows for the year ended December 31, 2005 and for
the
|
||
period
from inception (July 15, 2004) through December 31, 2004
|
F-22
|
|
Notes
to Financial Statements
|
F-23
|
September
30,
|
December
31,
|
||||||
2006
|
2005
|
||||||
Unaudited
|
Audited
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
120,856
|
$
|
235,982
|
|||
Due
from affiliate
|
-
|
23,773
|
|||||
Accounts
receivable (net of allowance for doubtful accounts of $0
|
|||||||
as
of September 30, 2006 and December 31, 2005)
|
-
|
16,667
|
|||||
Patent
application fees
|
19,843
|
19,843
|
|||||
Prepaid
expenses and other current assets
|
18,567
|
7,844
|
|||||
Total
current assets
|
159,266
|
304,109
|
|||||
Property
and equipment, net
|
35,993
|
33,038
|
|||||
Total
assets
|
$
|
195,259
|
$
|
337,147
|
|||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT) EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
107,802
|
$
|
44,821
|
|||
Notes
payable
|
500,000
|
-
|
|||||
Total
current liabilities
|
607,802
|
44,821
|
|||||
Commitments
and contingencies
|
|||||||
Stockholders'
(deficit) equity:
|
|||||||
8%
Cumulative Convertible, Series A Preferred Stock;
|
|||||||
$0.0001
par value, 1,500,000 shares authorized, 0 and 1,454,725
|
|||||||
shares
issued and outstanding as of June 30, 2006 and
|
|||||||
December
31, 2005, respectively. Liquidation value of $1.00
|
|||||||
per
share plus preferred dividend per share of $0.0623 and an
|
|||||||
aggregate
liquidation of $1,545,354 as of December 31, 2005
|
-
|
90,843
|
|||||
Common
Stock; $0.0001 par value, 20,000,000 shares authorized,
|
|||||||
11,785,491
and 3,631,500 shares issued and outstanding as of
|
|||||||
September
30, 2006 and December 31, 2005, respectively
|
1,178
|
363
|
|||||
Additional
paid-in-capital
|
9,503,428
|
1,905,094
|
|||||
Deficit
accumulated during the development stage
|
(9,917,149
|
)
|
(1,703,974
|
)
|
|||
Total
stockholders' (deficit) equity
|
(412,543
|
)
|
292,326
|
||||
Total
liabilities and stockholders' (deficit) equity
|
$
|
195,259
|
$
|
337,147
|
The
accompanying notes are an integral part of these financial
statements
|
Three
Months Ended
September 30, |
Nine
Months Ended
September 30, |
Period
From Inception (July 15, 2004) Through
September 30, |
||||||||||||||
2006
|
2005
|
2006
|
2005
|
2006
|
||||||||||||
Sales
|
$
|
-
|
$
|
-
|
$
|
8,333
|
$
|
-
|
$
|
26,750
|
||||||
Cost
of sales
|
-
|
-
|
5,912
|
-
|
18,778
|
|||||||||||
GROSS
PROFIT
|
-
|
-
|
2,421
|
-
|
7,972
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
Research
and development
|
301,304
|
61,844
|
726,292
|
261,043
|
1,850,359
|
|||||||||||
Depreciation
|
5,131
|
1,835
|
10,572
|
4,186
|
18,535
|
|||||||||||
General
and administrative
|
419,730
|
79,935
|
1,893,832
|
335,412
|
2,471,582
|
|||||||||||
LOSS
FROM OPERATIONS
|
(726,165
|
)
|
(143,614
|
)
|
(2,628,275
|
)
|
(600,641
|
)
|
(4,332,504
|
)
|
||||||
Other
income (expense):
|
||||||||||||||||
Interest
expense
|
(4,854
|
)
|
(203
|
)
|
(4,913
|
)
|
(548
|
)
|
(5,576
|
)
|
||||||
Interest
income
|
799
|
2,980
|
4,005
|
3,787
|
9,334
|
|||||||||||
Other
|
-
|
-
|
-
|
-
|
(4,411
|
)
|
||||||||||
LOSS
BEFORE INCOME TAXES
|
(730,220
|
)
|
(140,837
|
)
|
(2,629,183
|
)
|
(597,402
|
)
|
(4,333,157
|
)
|
||||||
Income
taxes
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
NET
LOSS
|
(730,220
|
)
|
(140,837
|
)
|
(2,629,183
|
)
|
(597,402
|
)
|
$
|
(4,333,157
|
)
|
|||||
Preferred
dividends
|
-
|
(29,085
|
)
|
(39,275
|
)
|
(79,086
|
)
|
|||||||||
Deemed
dividend on conversion of
|
||||||||||||||||
preferred
stock to common stock
|
-
|
-
|
(1,586,150
|
)
|
-
|
|||||||||||
NET
LOSS ATTRIBUTABLE TO
|
||||||||||||||||
COMMON
STOCK
|
$
|
(730,220
|
)
|
$
|
(169,922
|
)
|
$
|
(4,254,608
|
)
|
$
|
(676,488
|
)
|
||||
NET
LOSS PER COMMON SHARE
|
||||||||||||||||
Basic
and diluted
|
$
|
(0.06
|
)
|
$
|
(0.04
|
)
|
$
|
(0.32
|
)
|
$
|
(0.17
|
)
|
||||
Preferred
and deemed dividends
|
-
|
(0.01
|
)
|
(0.20
|
)
|
(0.02
|
)
|
|||||||||
Attributable
to common stock
|
$
|
(0.06
|
)
|
$
|
(0.05
|
)
|
$
|
(0.52
|
)
|
$
|
(0.19
|
)
|
||||
WEIGHTED
AVERAGE COMMON
|
||||||||||||||||
SHARES
OUTSTANDING
|
||||||||||||||||
Basic
|
11,785,491
|
3,631,500
|
8,247,825
|
3,599,323
|
||||||||||||
Diluted
|
11,785,491
|
3,631,500
|
8,247,825
|
3,599,323
|
Nine
Months Ended September 30,
|
Period
From Inception (July 15, 2004) Through
September 30, |
|||||||||
2006
|
2005
|
2006
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||
Net
loss
|
$
|
(2,629,183
|
)
|
$
|
(597,402
|
)
|
$
|
(4,333,157
|
)
|
|
Adjustments
to reconcile net loss to net
|
||||||||||
cash
used in operating activities:
|
||||||||||
Depreciation
|
10,572
|
4,186
|
18,535
|
|||||||
Common
stock issued for consulting services
|
285,000
|
-
|
285,000
|
|||||||
Common
stock issued for management fees
|
-
|
65,070
|
133,840
|
|||||||
Stock-based
compensation expense
|
477,159
|
-
|
477,159
|
|||||||
Warrants
issued for consulting services
|
162,155
|
-
|
162,155
|
|||||||
Write-off
of research and development expenses
|
-
|
-
|
606,798
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Due
from affiliate
|
23,773
|
(112,635
|
)
|
-
|
||||||
Accounts
receivable
|
16,667
|
2,700
|
-
|
|||||||
Patent
application fees
|
-
|
-
|
(19,843
|
)
|
||||||
Prepaid
expenses and other current assets
|
(10,723
|
)
|
782
|
(12,102
|
)
|
|||||
Grants
receivable
|
-
|
-
|
850
|
|||||||
Accounts
payable and accrued expenses
|
62,981
|
12,972
|
99,693
|
|||||||
Net
cash used in operating activities
|
(1,601,599
|
)
|
(624,327
|
)
|
(2,581,072
|
)
|
||||
|
||||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||
Purchase
of property and equipment
|
(13,527
|
)
|
(22,729
|
)
|
(48,072
|
)
|
||||
Net
cash used in investing activities
|
(13,527
|
)
|
(22,729
|
)
|
(48,072
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||
Issuance
of common stock
|
1,000,000
|
-
|
1,000,000
|
|||||||
Issuance
of notes payable
|
500,000
|
-
|
500,000
|
|||||||
Issuance
of preferred stock
|
-
|
950,000
|
1,250,000
|
|||||||
Net
cash provided by financing activities
|
1,500,000
|
950,000
|
2,750,000
|
|||||||
NET
INCREASE (DECREASE) IN CASH AND
|
||||||||||
CASH
EQUIVALENTS
|
(115,126
|
)
|
302,944
|
120,856
|
||||||
CASH
AND CASH EQUIVALENTS, beginning of period
|
235,982
|
126,465
|
-
|
|||||||
CASH
AND CASH EQUIVALENTS, end of period
|
$
|
120,856
|
$
|
429,409
|
$
|
120,856
|
||||
NON-CASH
INVESTING AND FINANCING ACTIVITIES:
|
||||||||||
Common
stock issued for consulting services
|
$
|
285,000
|
$
|
-
|
$
|
285,000
|
||||
Common
stock issued for management fees
|
$
|
-
|
$
|
65,070
|
$
|
133,840
|
||||
Warrants
issued for consulting services
|
$
|
162,155
|
$
|
-
|
$
|
162,155
|
||||
Common
stock options issued for compensation
|
$
|
477,159
|
$
|
-
|
$
|
477,159
|
||||
Preferred
stock issued for acquisition
|
$
|
-
|
$
|
-
|
$
|
20,000
|
||||
Common
stock issued for acquisition
|
$
|
-
|
$
|
-
|
$
|
592,460
|
8%
Cumulative
|
||||||||||||||||||||||
Convertible
Series A
|
Additional
|
|||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Cash
issuances:
|
||||||||||||||||||||||
July
28, 2004; issuance of preferred stock at $1.00 per share
|
100,000
|
$ | 10 |
-
|
$
|
-
|
$
|
99,990
|
$
|
-
|
$
|
100,000
|
||||||||||
November
5, 2004; issuance of preferred stock at $1.00 per share
|
190,000
|
19 |
-
|
-
|
189,981
|
-
|
190,000
|
|||||||||||||||
November
12, 2004; issuance of preferred stock at $1.00 per share
|
10,000
|
1 |
-
|
-
|
9,999
|
-
|
10,000
|
|||||||||||||||
Non-cash
issuances:
|
||||||||||||||||||||||
July
22, 2004; preferred stock issued in the acquisition
|
||||||||||||||||||||||
of
Trulite Technology, LC based on fair value of stock issued
of $1.00 per
share
|
20,000
|
2 |
-
|
-
|
19,998
|
-
|
20,000
|
|||||||||||||||
July
22, 2004; common stock issued in the acquisition of Trulite
Technology, LC
based on fair value of stock issued of $0.20 per share
(post April 2005
split)
|
-
|
- |
2,962,300
|
296
|
592,164
|
-
|
592,460
|
|||||||||||||||
July
28, 2004; common stock issued for management services based
on fair value
of stock issued of $0.20 per share (post April 2005
split)
|
-
|
- |
343,850
|
34
|
68,736
|
-
|
68,770
|
|||||||||||||||
Accretion
of dividends
|
-
|
6,624 |
-
|
-
|
(6,624
|
)
|
-
|
-
|
||||||||||||||
Net
loss
|
-
|
- |
-
|
-
|
-
|
(878,022
|
)
|
(878,022
|
)
|
|||||||||||||
Balance,
December 31, 2004
|
320,000
|
6,656 |
3,306,150
|
330
|
974,244
|
(878,022
|
)
|
103,208
|
||||||||||||||
Cash
issuances:
|
||||||||||||||||||||||
February
1, 2005; issuance of preferred stock, at $1.00 per share
|
200,000
|
20 |
-
|
-
|
199,980
|
-
|
200,000
|
|||||||||||||||
June
1, 2005; issuance of preferred stock at $0.80 per share
|
934,725
|
93 |
-
|
-
|
749,907
|
-
|
750,000
|
|||||||||||||||
Non-cash
issuances:
|
||||||||||||||||||||||
January
28, 2005; common stock issued for management services based
on fair value
of stock issued of $0.20 per share (post April 2005
split)
|
-
|
- |
325,350
|
33
|
65,037
|
-
|
65,070
|
|||||||||||||||
Accretion
of dividends
|
-
|
84,074 |
-
|
-
|
(84,074
|
)
|
-
|
-
|
||||||||||||||
Net
loss
|
-
|
- |
-
|
-
|
-
|
(825,952
|
)
|
(825,952
|
)
|
|||||||||||||
Balance,
December 31, 2005
|
1,454,725
|
90,843 |
3,631,500
|
363
|
1,905,094
|
(1,703,974
|
)
|
292,326
|
||||||||||||||
Cash
issuances:
|
||||||||||||||||||||||
April
13, 2006; issuance of common stock
|
-
|
- |
1,000,000
|
100
|
999,900
|
-
|
1,000,000
|
|||||||||||||||
Non-cash
issuances:
|
||||||||||||||||||||||
April
26, 2006; common stock issued for consulting services based
on fair value
of stock issued of $0.95 per share
|
-
|
- |
300,000
|
30
|
284,970
|
-
|
285,000
|
|||||||||||||||
April
26, 2006; warrants to purchase common stock issued for consulting
services
based on fair value of warrants issued
|
-
|
- |
-
|
-
|
162,155
|
-
|
162,155
|
|||||||||||||||
Accretion
of dividends
|
-
|
39,275 |
-
|
-
|
(39,275
|
)
|
-
|
-
|
||||||||||||||
May
2, 2006; accretion of preferred stock for deemed dividend
on conversion of
accrued dividends to common stock
|
-
|
161,388 |
-
|
-
|
(161,388
|
)
|
-
|
-
|
||||||||||||||
May
2, 2006; accretion of preferred stock for deemed dividend
on conversion to
common stock
|
-
|
1,424,762 |
-
|
-
|
(978,493
|
)
|
(446,269
|
)
|
-
|
|||||||||||||
May
2, 2006; conversion of preferred stock to common stock
|
(1,454,725
|
)
|
(1,716,268 | ) |
6,853,991
|
685
|
6,853,306
|
(5,137,723
|
)
|
-
|
||||||||||||
Stock-based
compensation
|
-
|
- |
-
|
-
|
477,159
|
-
|
477,159
|
|||||||||||||||
Net
loss
|
-
|
- |
-
|
-
|
-
|
(2,629,183
|
)
|
(2,629,183
|
)
|
|||||||||||||
Balance,
September 30, 2006
|
-
|
$ | - |
11,785,491
|
$
|
1,178
|
$
|
9,503,428
|
$
|
(9,917,149
|
)
|
$
|
(412,543
|
)
|
Nine
months ended September 30,
|
|||||||
2006
|
2005
|
||||||
Risk
free rate
|
4.86
|
%
|
4.10
|
%
|
|||
Expected
life (in years)
|
3.47
years
|
4.75
years
|
|||||
Expected
volatility
|
71
|
%
|
85
|
%
|
|||
Expected
dividends
|
$
|
-
|
$
|
-
|
|||
Fair
value
|
$
|
0.5
|
$
|
0.07
|
Shares
Under Options
|
Weighted
Average Exercise Price Per Share
|
Weighted
Average Remaining Contractual Term
|
Aggregate
Intrinsic Value
|
||||||||||
Outstanding
at January 1, 2006
|
466,692
|
$
|
0.88
|
||||||||||
Granted
|
2,271,965
|
$
|
0.94
|
||||||||||
Exercised
|
-
|
$
|
-
|
||||||||||
Forfeited
|
(386,293
|
)
|
$
|
0.88
|
|||||||||
Outstanding
at September 30, 2006
|
2,352,364
|
$
|
0.94
|
5.24
years
|
$
|
88,252
|
|||||||
Vested
or expected to vest at September 30, 2006
|
2,223,668
|
$
|
0.93
|
86,779
|
|||||||||
Exercisable
at September 30, 2006
|
1,075,578
|
$
|
0.88
|
3.6
years
|
$
|
74,240
|
Three
Months Ended September 30, 2005
|
Nine
Months Ended September 30, 2005
|
||||||
Net
loss attributable to common stock, as reported
|
$
|
(169,922
|
)
|
$
|
(676,488
|
)
|
|
Add:
Stock-based employee compensation expense
|
|||||||
included
in reported net loss
|
-
|
-
|
|||||
Deduct:
Total stock-based employee compensation expense
|
|||||||
determined
under fair value based method
|
(1,065
|
)
|
(2,045
|
)
|
|||
Pro
Forma net loss attributable to common stock
|
$
|
(170,987
|
)
|
$
|
(678,533
|
)
|
|
Loss
per share
|
|||||||
Basic
- as reported
|
$
|
(0.05
|
)
|
$
|
(0.19
|
)
|
|
Basic
- pro forma
|
$
|
(0.05
|
)
|
$
|
(0.19
|
)
|
|
Loss
per share
|
|||||||
Diluted
- as reported
|
$
|
(0.05
|
)
|