UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________.
Commission file number: 33-23617
Material Technologies, Inc.
(Name of small business issuer in its charter)
Delaware |
95-4622822 |
11661 San Vicente Boulevard, |
|
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 .
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference: (i) Registration Statement on Form S-1, filed April 30, 1997; (ii) Annual Report on Form 10-KSB for the fiscal year December 31, 2000, filed March 30, 2001; (iii) Annual Report on Form 10-KSB for the fiscal year December 31, 2003, filed April 9, 2004; (iv) Current Report on Form 8-K, filed August 24, 2006; (v) Current Report on Form 8-K, filed November 8, 2006; (vi) Current Report on Form 8-K, filed February 6, 2007; (vii) Registration Statement on Form S-1, filed January 19, 1996; (viii) Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005, filed November 14, 2005; (ix) Current Report on Form 8-K/A, filed January 5, 2006; (x) Current Report on Form 8-K, filed May 17, 2006; (xi) Current Report on Form 8-K, filed June 8, 2006; (xii) Current Report on Form 8-K/A, filed June 15, 2006; (xiii) Registration Statement on Form SB-2, filed June 15, 2006; (xiv) Current Report on Form 8-K, filed June 9, 2006; (xv) Current Report on Form 8-K, filed November 2, 2006; (xvi) Current Report on Form 8-K, filed November 28, 2006; (xvii) Current Report on Form 8-K, filed January 3, 2007; and (xviii) Annual Report on Form 10-KSB for the fiscal year December 31, 2006, filed April 3, 2007, are incorporated in Part III, Item 13.
Transitional Small Business Disclosure Format (check one): Yes No X
TABLE OF CONTENTS
ITEM 1 | DESCRIPTION OF BUSINESS........................................................................................ |
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ITEM 2 | DESCRIPTION OF PROPERTY....................................................................................... |
7
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ITEM 3 | LEGAL PROCEEDINGS................................................................................................... |
7
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ITEM 4 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................... |
9
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ITEM 5 | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........................................................................................................................ |
9
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ITEM 6 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................................................... |
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ITEM 7 | FINANCIAL STATEMENTS........................................................................................... |
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ITEM 8 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE....................................................... |
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ITEM 8A | CONTROLS AND PROCEDURES.................................................................................. |
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ITEM 8B | OTHER INFORMATION................................................................................................. |
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ITEM 9 | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT......... |
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ITEM 10 | EXECUTIVE COMPENSATION..................................................................................... |
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ITEM 11 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS................................... |
27
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ITEM 12 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................. |
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ITEM 13 | EXHIBITS.......................................................................................................................... |
28
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ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES................................................... |
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SIGNATURES......................................................................................................................................... |
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PART I
ITEM 1 DESCRIPTION OF BUSINESS.
Development of Business
We were formed as a Delaware corporation on March 4, 1997. We are the successor to the business of Material Technology, Inc., a Delaware corporation, also doing business as Tensiodyne Scientific, Inc. Material Technology, Inc. was the successor to the business of Tensiodyne Corporation that began developing the Fatigue Fuse in 1983. Our two predecessors, Tensiodyne Corporation and Material Technology, Inc. were engaged in developing and testing our Fatigue Fuse and, beginning in 1993, developing our Electrochemical Fatigue Sensor.
Our Business
Over the last several years, we were engaged in research and development of metal fatigue detection, measurement, and monitoring technologies. We have now developed several monitoring devices for metal fatigue detection and measurement. We are currently marketing our technology.
Our efforts have been dedicated to developing devices and systems that indicate the true status of fatigue damage in a metal component. We have developed two products. The first is a small, simple device that continuously integrates the effect of fatigue loading in a structural member, called a Fatigue Fuse. The second is an instrument that detects very small growing fatigue cracks in metals, the Electrochemical Fatigue Sensor. The Electrochemical Fatigue Sensor has demonstrated in the laboratory that it can detect cracks as small as 10 microns (0.0004 inches), which we believe is smaller than any other practical crack detection technology. The Company holds the patents on the Fatigue Fuse and the license on the technology on the Electrochemical Fatigue Sensor from the University of Pennsylvania and licenses both of those technologies to us.
We have completed the technology to the point where we are now performing real world bridge inspections.
The Federal Highway Administration (FHA) has signed a $347,500 contract with us to purchase equipment and training as part of their Steel Bridge Testing Program. They will use our EFS system in the laboratory and on actual bridges to find growing fatigue cracks. Following the completion of this program, the FHA will recommend technologies for use on bridges for specific bridge problems.
Our on-call contract with the Pennsylvania Department of Transportation (PennDOT) is continuing to produce good results. We have used the EFS on 12 bridges in Pennsylvania so far, totaling over $100,000. We anticipate further work orders to be issued for the next inspection season. We have also received interest from several inspection companies in Pennsylvania to purchase EFS equipment, as well as training and licensing, in order to execute these further work orders, with licensing fees payable to us for each bridge inspected. One such company has already been trained at their cost to help us execute on-call contracts in 2008.
1
We have been hired to perform inspections with the following entities which have not yet been scheduled:
2
Our Technologies
The Fatigue Fuse
The Fatigue Fuse is designed to be affixed to a structure to give warnings at pre-selected percentages of the fatigue life that have been used up (i.e., how close to failure the structure has progressed). It warns against a condition of widespread generalized cracking due to fatigue.
The Fatigue Fuse is a thin piece of metal similar to the material being monitored. It consists of a series of parallel metal strips connected to a common base, much as fingers are attached to a hand. Each “finger” has a different geometric pattern, called “notches,” defining its boundaries. Each finger incorporates an application-specific notch near the base. By applying the laws of physics and fracture mechanics to determine the geometric contour of each notch, the fatigue life of each finger is finite and predictable. When the fatigue life of a finger (Fuse) is reached, the Fuse breaks.
By implementing different geometry for each finger notch in the array, different increments of fatigue life are observable. Typically, notches will be designed to facilitate observing increments of fatigue life of 10% to 20%. By mechanically attaching or bonding these devices to different areas of the structural member of concern, the Fuse undergoes the same fatigue history (strain cycles) as the structural member. Therefore, breakage of a Fuse indicates that an increment of fatigue life has been reached for the structural member. The notch and the size and shape of the notch concentrate energy on each finger. The Fuse is intimately attached to the structural member of interest. Therefore, the Fuse experiences the same strain and wear history as the member. Methods are available for remote indication of Fuse fracturing.
In a new structure, we generally assume there is no fatigue and can thus design the Fatigue Fuse for 100% of its life potential. But in an existing structure, one that has experienced loading and wear, we must determine the fatigue status of that structural member so we can design the Fatigue Fuse to monitor the remaining fatigue life potential.
We believe that the Fatigue Fuse is of value in monitoring aircraft, ships, bridges, conveyor systems, mining equipment, cranes, etc. Little special training is needed to qualify individuals to report any broken segments of the Fatigue Fuse to the appropriate engineering authority for necessary action. The success of the device is contingent upon our successful marketing of the Fatigue Fuse, and no assurance can be given that we will be able to overcome the obstacles relating to introducing a new product to the market. To implement our ability to produce and market the Fatigue Fuse, we need substantial additional capital and no assurance can be given that this needed capital will be available.
The Electrochemical Fatigue Sensor (EFS”)
The EFS is a device that employs the principle of electrochemical/mechanical interaction of metals under repeated loading to find growing cracks. It is an instrument that detects very small cracks and has the potential to determine crack growth rates. The
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Title |
USPTO No. |
|
|
|
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Devise for Monitoring |
|
4,590,804 |
|
|
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Method of Making a Device |
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4,639,997 |
|
|
|
Metal Fatigue Detector |
|
5,237,875 |
|
|
|
Device for Monitoring the |
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5,319,982 |
Device for Monitoring the |
|
5,425,274 |
|
|
|
Methods and Devices for |
|
5,419,201 |
|
|
|
5
Apparatus for and Method for |
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Provisional |
|
|
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Indicator for Fatigue Fuse |
|
Provisional |
Our Patents are Encumbered
The patents described in the preceding section are pledged as collateral to secure the repayment of loans extended to us or indebtedness that we currently owe. On August 30, 1986, we entered into a funding agreement with the Advanced Technology Center, whereby ATC paid $45,000 to us for the purchase of a royalty of 3% of future gross sales and 6% of sublicensing revenue. The royalty is limited to the $45,000 plus an 11% annual rate of return. The payment of future royalties was secured by equipment we used in the development of technology as specified in the funding agreement, however, no lien against our equipment or our patents in favor of ATC vested until we generated royalties from product sales.
On May 4, 1987, we entered into a funding agreement with ATC whereby ATC provided $63,775 to us for the purchase of a royalty of an additional 3% of future gross sales and 6% of sublicensing revenue. The agreement was amended August 28, 1987, and as amended, the royalty cannot exceed the lesser of (1) the amount of the advance plus a 26% annual rate of return or, (2) total royalties earned for a term of 17 years. As with our first agreement with ATC, no lien or encumbrance against our assets, including our patents, vested in favor of ATC until we generated royalties from product sales.
On September 28, 2006, we entered into an agreement with Ben Franklin Technology, the successor to ATC, to give Ben Franklin 3,334 shares of our common stock, valued at $40,000, in exchange for a general release of the above liabilities.
On May 27, 1994, we borrowed $25,000 from Sherman Baker, one of our shareholders. We gave Mr. Baker a promissory note due May 31, 2002 and we pledged our patents as collateral to secure the repayment of this note. As of December 31, 2007, there is a first priority security interest in our patents as collateral for the repayment of the amounts we owe to Mr. Baker. As additional consideration for this loan, we granted to Mr. Baker a 1% royalty interest in the Fatigue Fuse and a 0.5% royalty interest in the Electrochemical Fatigue Sensor. We are in default of the repayment terms of the note held by Mr. Baker, and at December 31, 2007, we owe Mr. Baker $56,761 in principal and accrued interest. Mr. Baker has not taken any action to foreclose his interest in the collateral and we are in discussions with Mr. Baker, with the expectation that we will cure any default in the note he holds and avoid any foreclosure of his security interest held in our patents. We believe that although we have not yet cured our defaults on the loans to Mr. Baker, our current communications with him suggest that Mr. Baker does not have the present intention of foreclosing on the patents as collateral or the pursuit of legal action against us to collect the balance due under our note.
Distribution of our Products
Subject to available financing, we have and continue to exhibit the Electrochemical Fatigue Sensor, and to a lesser extent the Fatigue Fuse, at various trade shows and intend to also market our products directly to end users including certain state
6
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PART II
ITEM 5 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common stock is quoted on the OTC Bulletin Board under the symbol MTTG. The following table sets forth the high and low bid prices per share of common stock for the last two fiscal years. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
|
High |
Low |
|
|
|||
Fiscal year ended December 31, 2006: |
|
|
|
First quarter |
$0.29 |
|
$0.09 |
Second quarter |
$0.35 |
|
$0.08 |
Third quarter |
$0.10 |
|
$0.03 |
Fourth quarter |
$13.80 |
|
$0.03 |
|
|
|
|
Fiscal year ended December 31, 2007: |
|
|
|
First quarter |
$3.70 |
|
$0.41 |
Second quarter |
$1.65 |
|
$1.01 |
Third quarter |
$1.97 |
|
$0.55 |
Fourth quarter |
$0.75 |
|
$0.40 |
The closing price of our common stock on April 8, 2008 was $0.0251.
Holders
As of the date of this Report, we had 192,288,844 shares of our Class A common stock issued and outstanding and held by approximately 1,721 holders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer agent for our Class A common stock is Interwest Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117.
9
10
11
12
|
|
Year Ended |
|
|
Year Ended |
|
Percentage |
|
|||||||
Revenue |
$ |
201,917 |
|
$ |
39,446 |
|
411.89% |
Research and development costs |
|
3,701,966 |
|
|
902,446 |
|
310.21% |
General and administrative |
|
98,557,943 |
|
|
138,892,926 |
|
(29.04)% |
|
|
|
|
|
|
|
|
Loss from Operations |
$ |
(73,396,581) |
|
$ |
(177,884,101) |
|
(58.74)% |
|
== |
============ |
|
== |
============ |
|
|
Our revenues for both 2007 and 2006 were derived exclusively from bridge testing.
13
|
|
Year Ended |
Year Ended |
|
|
|
|
||
Consulting services |
$ |
16,855,747 |
$ |
125,332,072 |
Officer’s salary |
|
284,916 |
211,574 |
|
Officer’s stock based compensation |
60,048,000 |
6,575,342 |
||
Secretarial salaries |
|
132,754 |
114,561 |
|
Office expense |
|
1,053,280 |
974,704 |
|
Office expense |
|
97.459 |
52,855 |
|
Rent |
|
139,173 |
28,176 |
|
Rent |
|
30,750 |
28,176 |
|
Impairment loss |
19,294,875 |
1,913,445 |
||
Payroll taxes |
42,334 |
28,255 |
||
Telephone |
27,929 |
17,375 |
Of the $16,855,747 in consulting expense for the year ended December 31, 2007, $12,394,888 was related to the issuance of 8,926,724 shares of common stock. In addition, the Company charged $1,100,000 in consulting fees through an increase in convertible debt of $1,100,000 and charged $2,845.000 to consulting in connection with the acquisition of shares of Rocket City Automotive. Of the $125,332,072 in consulting expense for the year ended December 31, 2006, $124,543,689 was related to the issuance of 35,021,248 shares of common stock.
Other Income and Expenses and Net Loss
Our gain on modification of convertible debt, modification of research and development sponsorship agreement, loss on subscription receivables, interest expense, other-than-temporary impairment of marketable securities, change in fair value of derivative and warrant liabilities, loss on settlement of lawsuits, and net loss for the year ended December 31, 2007 as compared to the year ended December 31, 2006 are as follows:
14
|
|
Year Ended |
|
|
Year Ended |
|
Percentage |
|
|
|
|
|
|
|
|
Gain on modification of |
$ |
-0- |
|
$ |
1,033,479 |
|
(100)% |
Interest expense |
|
(2,374,032) |
|
|
(1,625,592) |
|
46.04% |
Net unrealized and realized |
(3,986,553) |
(3,798,516) |
4.95% |
||||
Change in fair value of |
|
34,962,617 |
|
|
(33,780,874) |
|
(196.5)% |
Interest income |
60,179 |
37,120 |
62.12% |
||||
Other |
-0- |
7,008 |
(100)% |
||||
Provision for income taxes |
(800) |
(800) |
|
|
|||
Net loss |
$ |
(73,396,581) |
|
$ |
(177,884,101) |
|
(58.74)% |
|
== |
============ |
|
== |
============ |
|
|
Our loss of the gain on modification of convertible debt of $1,033,479 from 2006 is related to our modification of the Palisades debt and removal of associated derivative liability. Our interest expense includes amortization of debt discounts totaling $2,041,213 in 2007 and $968,716 in 2006. The change in fair value of derivative and warrant liabilities represents the change in derivative values related to warrants and convertible debt with Palisades and Golden Gate.
Liquidity and Capital Resources
Introduction
During the year ended December 31, 2007, as with 2006, we did not generate positive cash flow. As a result, we funded our operations through the private sale of equity and debt securities, the issuance of our securities in exchange for services, and loans.
Our cash, investments in marketable securities held for trading, investments in marketable securities available for sale, accounts receivable, prepaid services, prepaid expenses and other current assets, total current assets, total assets, total current liabilities, and total liabilities as of December 31, 2007, as compared to December 31, 2006, were as follows:
|
|
December 31, |
December 31, |
||
|
|
||||
Cash |
$ |
809,710 |
$ |
129,296 |
|
Marketable securities trading |
|
300,000 |
135,136 |
||
Marketable securities |
|
1,009,267 |
-0- |
15
Accounts receivable |
|
108,661 |
116,707 |
||
Inventories |
62,216 |
-0- |
|||
Prepaid expenses and other |
|
47,962 |
40,006 |
||
Total current assets |
|
2,337,546 |
421,145 |
||
Total assets |
|
2,425,280 |
432,780 |
||
Total current liabilities |
|
691,380 |
542,802 |
||
Total liabilities |
|
34,697,949 |
46,986,215 |
Cash Requirements
For the year ended December 31, 2007, our net cash used in operations was $(2,664,630) compared to $(1,779,256) for the year ended December 31, 2006.
Negative operating cash flows during the year ended December 31, 2007 were primarily created by a net loss from operations of $(73,396,581), offset by impairment losses of $19,257,375 incurred in connection with the acquisition of three subsidiaries, the issuance of stock for services of $16,195,289, other-than-temporary impairment of marketable securities available for sale of amortization of discount on convertible debentures of $3,986,200 and an increase in officer stock based compensation of $60,000,000. There was also an increase in the fair value of derivative and warrant liabilities of $34,962,617.
Negative operating cash flows during the year ended December 31, 2006 were primarily created by a net loss from operations of $(177,884,101), offset by impairment losses of $1,913,445 incurred in connection with the acquisition of a subsidiary, a loss on write off of subscription receivables of $1,346,010, the issuance of stock for services of $126,199,122, other-than-temporary impairment of marketable securities available for sale of $3,798,516, amortization of discount on convertible debentures of $968,716, a increase in the fair value of derivative and warrant liabilities of $33,780,874 and an increase in accounts payable and accrued expenses of $1,197,776, and an increase in officer stock based compensation 6,575,342. There was also a gain on modification of convertible debt of $1,033,479.
Because of our need for cash to fund our continuing research and development, we do not have an opinion as to how indicative these results will be of future results.
Sources and Uses of Cash
Net cash provided by (used in) investing activities for the years ended December 31, 2007 and 2006, were $(648,543) and $236,372, respectively. For the years ended December 31, 2007 and 2006, the net cash came primarily from the sale of securities in the amount of $537,174 and $242,506, respectively, offset by the amount for purchase of securities of $(1,702,038) and $(7,307), respectively. Net cash from investment activities in 2007 was further increased by the $600,000 cash we received in connection with the acquisition of three subsidiaries, and $400,000 in redemptions of certificate of deposits.
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PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
The following table sets forth the names, positions, and ages of our current directors and executive officers. Our executive officers are appointed by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve until their death, resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers, and none of our officers or directors serves as a director of another reporting issuer.
Name |
Age |
Position(s) |
|
||
Robert M. Bernstein |
73 |
Chief Executive Officer, President, Chief |
Marybeth Miceli Newton |
31 |
Chief Operating Officer |
Joel R. Freedman |
47 |
Secretary and Director |
Dr. William I. Berks |
77 |
Vice President and Director |
Brent Phares |
36 |
Chief Engineer |
Robert M. Bernstein, President, CEO, Chief Financial Officer, and Director. Mr. Bernstein received a Bachelor of Science degree from the Wharton School of the University of Pennsylvania in 1956. From August 1959 until his certification expired in August 1972, he was a Certified Public Accountant licensed in Pennsylvania. From 1961 to 1981, he was a consultant specializing in mergers, acquisitions, and financing. From 1981 to 1986, Mr. Bernstein was Chairman and Chief Executive Officer of Blue Jay Enterprises, Inc. of Philadelphia, Pennsylvania, an oil and gas exploration company. In December 1985, Mr. Bernstein formed a research and development partnership for our company, funding approximately $750,000 for research on the Fatigue Fuse. In October 1988, Mr. Bernstein became our President, CEO, and Chief Financial Officer.
Joel R. Freedman, Secretary and Director. From October 1989 and continuing through the present, Mr. Freedmen has been our Secretary and a Director. From 1983 through 1999, Mr. Freedmen was President of Genesis Advisors, Inc., an investment advisory firm in Bala Cynwyd, Pennsylvania. From January 2000 through December 2002, Mr. Freedmen
22
23
24
Name |
No. of Late |
No. of |
No. of |
Robert M. Bernstein |
7 |
7 |
-0- |
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have not adopted such a code of ethics because all of management's efforts have been directed to building the business of the company; at a later time, such a code of ethics may be adopted by the board of directors.
Terms of Office
Our directors are appointed for a one year term to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors.
On November 17, 2006, we entered into an indemnification agreement with each of our directors. Under the terms of the indemnification agreements, we agreed to indemnify each director to the fullest extent permitted by law if the director was or is a party or threatened to be made a party to any action or lawsuit by reason of the fact that he is or was a director. The indemnification shall cover all expenses, penalties, fines and amounts paid in settlement, including attorneys’ fees. A director will not be indemnified for intentional misconduct for the primary purpose of his own personal benefit.
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Name and |
Year |
Salary ($) |
Bonus ($) |
Stock |
Option |
Non- |
All Other |
Total ($) |
Robert M. |
2007 |
$250,000 |
$-0- |
$-0- |
$-0- |
$-0- |
$-0- |
$250,000 |
|
2006 |
$206,500 |
$-0- |
$180,000,000 |
$-0- |
$-0- |
$-0- |
$180,206,500 |
Marybeth |
2007[1] |
$250,000 |
$-0- |
$-0- |
$-0- |
$-0- |
$-0- |
$250,000 |
Brent |
2007[2] |
$225,000 |
$-0- |
$-0- |
$-0- |
$-0- |
$-0- |
$225,000 |
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|
Class A Common Stock |
Class B Common Stock |
||
Amount and |
Percent |
Amount and |
Percent |
|
Robert M. Bernstein, President, CEO, |
29,607,007 |
19.30% |
600,000[3] |
100% |
27
CFO, Chairman of the Board, and Director |
||||
Dr. William Berks, Vice President and |
2,510,048 |
1.64% |
0 |
0% |
Joel R. Freedman, Secretary and |
3,500,501 |
2.28% |
0 |
0% |
Marybeth Miceli, Chief Operating |
2,037,501 |
1.33% |
0 |
0% |
Brent Phares, Chief Engineer |
3,303,334 |
2.16% |
0 |
0% |
All executive officers and directors as a |
40,958,391 |
26.70% |
600,000 |
100% |
UTEK Corporation |
20,550,180 |
13.40% |
0 |
0% |
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 13 EXHIBITS
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3.1 | Certificate of Incorporation of Material Technologies, Inc. dated March 4, 1997[1] |
3.2 | Certificate of Amendment to Articles of Incorporation dated February 16, 2000[2] |
3.3 | Certificate of Amendment to Articles of Incorporation dated July 12, 2000[2] |
3.4 | Certificate of Amendment to Articles of Incorporation dated July 31, 2000[2] |
3.5 | Amended and Restated Certificate of Incorporation dated September 12, 2003[3] |
3.6 | Certificate of Amendment to Certificate of Incorporation of Material Technologies, Inc. dated May 31, 2006[4] |
3.7 | Certificate of Amendment to Certificate of Incorporation of Material Technologies, Inc. dated October 25, 2006[4] |
3.8 | Bylaws of Material Technologies, Inc. [1] |
4.1 | Class A Convertible Preferred Stock Certificate of Designations[1] |
4.2 | Class B Convertible Preferred Stock Certificate of Designations[1] |
4.3 | Class E Convertible Preferred Stock Certificate of Designations[5] |
10.1 | License Agreement between Tensiodyne Scientific Corporation and the Trustees of the University of Pennsylvania[1] |
10.2 | Sponsored Research Agreement between Tensiodyne Scientific Corporation and the Trustees of the University of Pennsylvania[1] |
10.3 | Amendment No. 1 to the License Agreement between Tensiodyne Scientific Corporation and the Trustees of the University of Pennsylvania[1] |
10.4 | Repayment Agreement between Tensiodyne Scientific Corporation and the Trustees of the University of Pennsylvania[1] |
10.5 | Teaming Agreement between Tensiodyne Scientific Corporation and Southwest Research Institute[1] |
10.6 | Letter Agreement between Tensiodyne Scientific Corporation, Robert M. Bernstein, and Stephen Forrest Beck and Handwritten modification[1] |
29
10.7 | Agreement between Tensiodyne Corporation and Tensiodyne 1985-1 R&D Partnership[6] |
10.8 | Amendment to Agreement between Material Technologies, Inc. and Tensiodyne 1985-1 R&D Partnership[6] |
10.9 | Agreement between Advanced Technology Center of Southeastern Pennsylvania and Material Technologies[6] |
10.10 | Addendum to Agreement between Advanced Technology Center of Southeastern Pennsylvania and Material Technologies, Inc.[6] |
10.11 | Class A senior preferred convertible debenture of Material Technologies, Inc. issued to Palisades Capital, LLC[3] |
10.12 | Stock Purchase Agreement dated as of April 7, 2005 by and between Material Technologies, Inc. and Birchington Investments Ltd. [7] |
10.13 | Escrow Agreement by and between Material Technologies, Inc. and Birchington Investments Ltd dated as of April 7, 2005 [7] |
10.14 | Workout Agreement the with the Trustees of the University of Pennsylvania dated as of August 15, 2005 [7] |
10.15 | Securities Purchase Agreement by and between Material Technologies, Inc. and Golden Gate Investors, Inc. dated December 16, 2005[8] |
10.16 | Convertible Debenture of Material Technologies, Inc. issued to Golden Gate Investors, Inc. dated December 16, 2005[8] |
10.17 | Common Stock Purchase Warrant of Material Technologies, Inc. issued to Golden Gate Investors, Inc. dated December 16, 2005[8] |
10.18 | Registration Rights Agreement by and between Material Technologies, Inc. and Golden Gate Investors, Inc. dated December 16, 2005[8] |
10.19 | Letter Agreement by and between Material Technologies, Inc. and Golden Gate Investors, Inc. dated December 16, 2005[8] |
30
10.20 | Letter Agreement by and between Material Technologies, Inc. and Golden Gate Investors, Inc. dated December 16, 2005[8] |
10.21 | Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement by and between Material Technologies, Inc. and Golden Gate Investors, Inc. dated December 16, 2005[8] |
10.22 | Addendum to Convertible Debenture and Warrant to Purchase Common Stock by and between Material Technologies, Inc. and Golden Gate Investors, Inc. dated December 16, 2005[8] |
10.23 | Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement dated as of May 2, 2006 by and between Material Technologies, Inc. and Golden Gate Investors, Inc.[9] |
10.24 | Securities Purchase Agreement dated as of May 30, 2006 by and between Material Technologies, Inc. and La Jolla Cove Investors, Inc.[10] |
10.25 | Warrant to Purchase Common Stock of Material Technologies, Inc. issued to La Jolla Cove Investors, Inc. dated May 30, 2006[10] |
10.26 | Addendum to Warrant to Purchase Common Stock dated as of June 12, 2006 issued to La Jolla Cove Investors, Inc. [11] |
10.27 | Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement dated as of May 2, 2006[12] |
10.28 | Regulation S Distribution Agreement and Instruction of Escrow dated May 31, 2006[13] |
10.29 | Acquisition Agreement with UTEK Corporation and Materials Monitoring Technologies, Inc.[14] |
10.30 | License Agreement between Material Monitoring Technologies, Inc. and North Carolina A&T State University[14] |
10.31 | Consulting Agreement with Mannur J. Sundaresan, PhD[14] |
10.32 | Settlement Agreement and General Release dated August 23, 2006 with Ben |
31
Franklin Technology Partners of Southeastern Pennsylvania[15] | |
10.33 | Settlement Agreement and General Release dated October 27, 2006[16] |
10.34 | Warrant Agreement dated October 27, 2006 with Palisades Capital, LLC[16] |
10.35 | Warrant Agreement dated October 27, 2006 with Hyde Investments, Ltd. [16] |
10.36 | Warrant Agreement dated October 27, 2006 with Livingston Investments, Ltd.[16] |
10.37 | Warrant Agreement dated October 27, 2006 with Palisades Capital, LLC[16] |
10.38 | Warrant Agreement dated October 27, 2006 with GCH Capital, Ltd. [16] |
10.39 | Amendment to Class A Senior Secured Convertible Debenture dated October 27, 2006 with Palisades Capital, LLC[16] |
10.40 | Amendment to Class A Senior Secured Convertible Debenture dated October 27, 2006 with Hyde Investments, Ltd. [16] |
10.41 | Amendment to Class A Senior Secured Convertible Debenture dated October 27, 2006 with Livingston Investments, Ltd. [16] |
10.42 | Stockholder Lockup Agreement dated October 27, 2006 with Robert M. Bernstein[16] |
10.43 | Escrow Agreement dated October 27, 2006[16] |
10.44 | Employment Agreement with Robert M. Bernstein dated October 1, 2006[17] |
10.45 | Stock Grant and General Release Agreement with Robert M. Bernstein dated November 21, 2006[17] |
10.46 | Settlement Agreement and Release with Stephen F. Beck dated as of December 27, 2006[18] |
10.47 | Irrevocable Escrow Instructions with Stephen F. Beck dated as of December 27, 2006[18] |
32
10.48 | Promissory Note dated March 30, 2007 with Nathan J. Esformes[19] |
10.49 | Acquisition Agreement with UTEK Corporation and Damage Assessment Technologies, Inc. dated May 3, 2007[20] |
10.50 | Acquisition Agreement with UTEK Corporation and Non-Destructive Assessment Technologies, Inc. dated June 28, 2007[21] |
10.51 | Agreement with Livingston Investments, Ltd. dated as of July 3, 2007 |
10.52 | Amendment No. 2 to Class A Senior Secured Convertible Debenture dated October 11, 2007 with Palisades Capital, LLC |
10.53 | Acquisition Agreement with Brent Phares and Bridge Testing Concepts, Inc. dated September 28, 2007[22] |
10.54 | Amendment to Consulting Agreement with Strategic Advisors, Ltd. dated April 9, 2008 |
10.55 | Consulting Agreement with Bud Shuster dated April 9, 2008 |
10.56 | Consulting Agreement with Kelly Shuster dated April 9, 2008 |
10.57 | Class A Common Stock Option Agreement with Bud Shuster dated April 9, 2008 |
10.58 | Class A Common Stock Option Agreement with Kelly Shuster dated April 9, 2008 |
10.59 | Class B Common Stock Option Agreement with Bud Shuster dated April 9, 2008 |
10.60 | Class B Common Stock Option Agreement with Kelly Shuster dated April 9, 2008 |
23.1 | Consent of Gruber & Company, LLC |
31.1 | Certification of Chief Executive Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
33
34
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 11, 2008 Material Technologies, Inc.
/s/ Robert M. Bernstein
By: Robert M. Bernstein
Its: Chief Executive Officer, President, and Chief
Financial Officer
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
35
GRUBER & COMPANY LLC |
The Board of Material Technologies, Inc.
We have audited the accompanying balance sheet of Material Technologies, Inc.(A Development Stage Company) as of December 31, 2007 and 2006 and the related statements of operations, stockholders equity and cash flows for the years then ended and for the period of inception October 21, 1983 to December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 our 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and 2006 and the results of its’ operations and its’ stockholders equity and cash flows for the years then ended and for the period of inception October 21, 1983 to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in the notes to these financial statements the Company has incurred losses. This raises substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Gruber & Company LLC
Gruber & Company LLC
April 7, 2008
F-1
(A Development Stage Company)
|
|||||||
|
|||||||
CONSOLIDATED BALANCE SHEET
|
|||||||
|
|||||||
DECEMBER 31,
|
|||||||
2006
|
|
|
2007
|
||||
|
|
||||||
(Restated)
|
|
|
|
||||
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|||
Current assets: |
|
|
|
|
|
||
Cash and cash equivalents |
$
|
129,296
|
|
$
|
809,710
|
||
Investments in marketable securities held for trading |
|
135,136
|
|
|
300,000
|
||
Investment in certificate of deposits and commercial paper |
|
-
|
|
|
1,009,267
|
||
Accounts receivable |
|
116,707
|
|
|
108,661
|
||
Inventories |
|
-
|
|
|
62,216
|
||
Prepaid expenses and other current assets |
|
40,006
|
|
|
47,692
|
||
|
|
||||||
|
|
|
|
|
|||
Total current assets |
|
421,145
|
|
|
2,337,546
|
||
|
|
|
|
|
|||
Property and equipment, net |
|
5,371
|
|
|
82,546
|
||
Intangible assets, net |
|
3,916
|
|
|
2,840
|
||
Deposit |
|
2,348
|
|
|
2,348
|
||
|
|
||||||
|
|
|
|
|
|||
$
|
432,780
|
|
$
|
2,425,280
|
|||
|
============
|
|
|
============
|
MATERIAL TECHNOLOGIES, INC.
|
|||||||||
(A Development Stage Company)
|
|||||||||
|
|||||||||
CONSOLIDATED BALANCE SHEET
|
|||||||||
|
|||||||||
|
|
|
|||||||
December 31,
|
|||||||||
2006
|
|
2007
|
|||||||
|
|
||||||||
(Restated)
|
|
|
|||||||
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|||||
|
|
|
|
||||||
Current liabilities: |
|
|
|
|
|||||
Accounts payable and accrued expenses |
$
|
427,664
|
$
|
599,619
|
|||||
Current portion of research and development sponsorship payable |
|
25,000
|
|
25,000
|
|||||
Notes payable |
|
90,138
|
|
66,761
|
|||||
|
|
||||||||
Total current liabilities |
|
542,802
|
|
691,380
|
|||||
|
|
||||||||
|
|
|
|
||||||
Accrued legal settlenent |
|
1,050,000
|
|
480,000
|
|||||
Research and development sponsorship payable, net of current portion |
|
747,713
|
|
760,650
|
|||||
Notes payable, long-term |
|
-
|
|
213,508
|
|||||
Convertible debentures and accrued interest payable, net of discount |
|
169,160
|
|
1,981,194
|
|||||
Derivative and warrant liabilities |
|
44,476,540
|
|
30,571,217
|
|||||
|
|
||||||||
|
46,443,413
|
|
34,006,569
|
||||||
|
|
||||||||
|
|
|
|
||||||
Total liabilities |
|
46,986,215
|
|
34,697,949
|
|||||
|
|
||||||||
|
|
|
|
||||||
Minority interest in consolidated subsidiary |
|
825
|
|
825
|
|||||
|
|
||||||||
|
|
|
|
||||||
Commitments and contingencies |
|
|
|
|
|||||
|
|
|
|
||||||
Stockholders' deficit: |
|
|
|
|
|||||
Class A preferred stock, $0.001 par value, liquidation preference |
|
|
|
|
|||||
of $720 per share; 350,000 shares authorized; 337 shares issued |
|
|
|
|
|||||
and outstanding as of December 31, 2006 and 2007 |
|
-
|
|
-
|
|||||
Class B preferred stock, $0.001 par value, liquidation preference of |
|
|
|
|
|||||
$10,000 per share; 15 shares authorized; none issued and |
|
|
|
|
|||||
outstanding as of December 31, 2006 and 2007 |
|
-
|
|
-
|
|||||
Class C preferred stock, $0.001 par value, liquidation preference of |
|
|
|
|
|||||
$0.001 per share; 25,000,000 shares authorized; 1,517 shares issued |
|
|
|
|
|||||
and outstanding as of December 31, 2006 and 2007 |
|
1
|
|
1
|
|||||
Class D preferred stock, $0.001 par value, liquidation preference of |
|
|
|
|
|||||
$0.001 per share; 20,000,000 shares authorized; 0 shares issued |
|
|
|
|
|||||
and outstanding as of December 31, 2006 and 2007 |
|
-
|
|
-
|
|||||
Class E convertible preferred stock, $0.001 par value, no liquidation |
|
|
|
|
|||||
preference; 60,000 shares authorized; 55,000 shares issued and |
|
|
|
|
|||||
outstanding as of December 31, 2007 |
|
-
|
|
55
|
|||||
Class A Common Stock, $0.001 par value, 1,699,400,000 shares |
|
|
|
|
|||||
authorized; 99,785,276 shares issued and 72,425,587 shares |
|
|
|
|
|||||
outstanding as of December 31, 2006; 546,173,718 shares issued |
|
|
|
|
|||||
and 126,347,453 outstanding as of December 31, 2007 |
|
72,426
|
|
126,348
|
|||||
Class B Common Stock, $0.001 par value, 600,000 shares authorized, |
|
|
|
|
|||||
issued and outstanding as of December 31, 2006 and 2007 |
|
600
|
|
600
|
|||||
Warrants subscribed |
|
10,000
|
|
10,000
|
|||||
Additional paid-in-capital |
|
193,188,217
|
|
301,348,331
|
|||||
Deficit accumulated during the development stage |
|
(239,811,823)
|
|
(313,208,402)
|
|||||
Treasury stock ( 2,076 shares at cost at December 31,2006 and |
|
|
|
|
|||||
305 shares at cost at December 31, 2007) |
|
(13,681)
|
|
(93,133)
|
|||||
|
|
||||||||
|
|
|
|
||||||
Total stockholders' deficit |
|
(46,554,260)
|
|
(11,816,200)
|
|||||
|
|
||||||||
|
|
|
|
||||||
$
|
432,780
|
$
|
22,882,574
|
||||||
|
============
|
|
============
|
MATERIAL TECHNOLOGIES, INC.
|
||||||
(A Development Stage Company)
|
||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
From
October 21, 1983 |
|
|
For the Year
|
|
(Inception)
|
|||
|
Ended
|
|
through
|
|||
|
2006
|
|
2007
|
|
December 31, 2007
|
|
|
|
|
||||
|
(Restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
Research and development |
$
|
-
|
$
|
-
|
$
|
5,392,085
|
Revenue from bridge testing |
|
39,446
|
|
201,917
|
|
318,624
|
Other |
|
-
|
|
-
|
|
274,125
|
|
|
|
||||
|
|
|
|
|
|
|
Total revenues |
|
39,446
|
|
201,917
|
|
5,984,834
|
|
|
|
||||
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
Research and development |
|
1,013,969
|
|
3,701,966
|
|
20,562,989
|
General and administrative |
|
138,781,403
|
|
98,557,943
|
|
303,495,241
|
Modification of research and development sponsorship agreement |
|
-
|
|
-
|
|
5,963,120
|
Loss on settlement of lawsuits |
|
-
|
|
-
|
|
1,267,244
|
|
|
|
||||
|
|
|
|
|
|
|
Total costs and expenses |
|
139,795,372
|
|
102,259,909
|
|
331,288,594
|
|
|
|
||||
|
|
|
|
|
|
|
Loss from operations |
|
(139,755,926)
|
|
(102,057,992)
|
|
(325,303,760)
|
|
|
|
||||
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
Gain on modification of convertible debt |
|
1,033,479
|
|
-
|
|
586,245
|
Loss on subcription receivable |
|
|
|
|
|
(1,368,555)
|
Interest expense |
|
(1,625,592)
|
|
(2,374,032)
|
|
(11,740,193)
|
Other-than-temporary impairment of marketable |
|
|
|
|
|
|
securities available for sale |
|
|
|
-
|
|
(9,785,947)
|
Net unrealized and realized loss of marketable securities |
|
(3,798,516)
|
|
(3,986,553)
|
|
(9,398,218)
|
Change in fair value of investments derivative liability |
|
-
|
|
-
|
|
(210,953)
|
Change in fair value of derivative and warrant liabilities |
|
(33,780,874)
|
|
34,962,617
|
|
43,587,089
|
Interest income |
|
37,120
|
|
60,179
|
|
466,882
|
Other |
|
7,008
|
|
-
|
|
(25,992)
|
|
|
|
||||
|
|
|
|
|
|
|
Other expense, net |
|
(38,127,375)
|
|
28,662,211
|
|
12,110,358
|
|
|
|
||||
|
|
|
|
|
|
|
Loss before provision for income taxes |
|
(177,883,301)
|
|
(73,395,781)
|
|
(313,193,402)
|
|
|
|
|
|
|
|
Provision for income taxes |
|
(800)
|
|
(800)
|
|
(15,000)
|
|
|
|
||||
|
|
|
|
|
|
|
Net loss |
$
|
(177,884,101)
|
$
|
(73,396,581)
|
$
|
(313,208,402)
|
============ | ============ | =============== | ||||
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
Basic and diluted net loss per share |
$
|
(40.10)
|
$
|
(0.68)
|
|
|
============ | ============ | |||||
Weighted average Class A common shares |
|
|
|
|
|
|
outstanding - basic and diluted |
|
4,435,708
|
|
107,708,004
|
|
|
|
============
|
|
============
|
|
|
MATERIAL TECHNOLOGIES, INC.
|
|||||||
(A Development Stage Company)
|
|||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|||||||
|
|||||||
|
|
|
|
From
October 21, 1983 |
|||
For the Year Ended
|
|
(Inception)
|
|||||
September 30,
|
|
through
|
|||||
2006
|
|
2007
|
|
September 30, 2007
|
|||
|
|
|
|||||
(Restated)
|
|
(Restated)
|
|
(Unaudited)
|
|||
|
|
|
|
(Restated)
|
|||
Net loss |
$
|
(177,884,101)
|
$
|
(73,396,581)
|
$
|
(313,208,402)
|
|
|
|
|
|||||
|
|
|
|
|
|
||
Other comprehensive loss: |
|
|
|
|
|
|
|
Temporary increase (decrease) in market |
|
|
|
|
|
|
|
value of securities available for sale |
|
-
|
|
|
|
-
|
|
Reclassification to other-than-temporary |
|
|
|
|
|
|
|
impairment of marketable securities |
|
|
|
|
|
|
|
available for sale |
|
-
|
|
-
|
|
-
|
|
|
|
|
|||||
|
|
|
|
|
|
||
|
-
|
|
-
|
|
-
|
||
|
|
|
|||||
|
|
|
|
|
|
||
Net comprehensive loss |
$
|
(177,884,101)
|
$
|
(73,396,581)
|
$
|
(313,208,402)
|
|
============ | ============ | =============== |
(A Development Stage Company)
|
|||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT))
|
|||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Class A Common
|
|
Class B Common
|
|
Class A Preferred Stock
|
|
Class B Preferred Stock
|
|
Class C Preferred Stock
|
|
Class D Preferred Stock
|
|
Class E Preferred Stock
|
|
Additional
|
|
During the
|
||||||||||||||
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Paid-in
|
|
Development
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Capital
|
|
Stage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Issuance of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 21, 1983
|
-
|
$
|
-
|
|
-
|
$
|
-
|
|
-
|
$
|
-
|
|
-
|
$
|
-
|
|
-
|
$
|
-
|
|
-
|
$
|
-
|
|
-
|
$
|
-
|
|
2,500
|
$
|
-
|
Adjustment to give effect
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to recapitalization on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 15, 1986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of shares
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(4)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,496
|
|
-
|
Balance - October 21, 1983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued By Tensiodyne
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation in connection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with pooling of interests
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,342
|
|
-
|
Net (loss), year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1983
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(4,317)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1983
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6,838
|
|
(4,317)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
21,755
|
|
-
|
Issuance of common stock
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
10,700
|
|
-
|
Costs incurred in connection
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with issuance of stock
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,849)
|
|
-
|
Net (loss), year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1984
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(21,797)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1984
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
36,444
|
|
(26,114)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
200,555
|
|
-
|
Sale of 12,166 warrants at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.50 Per Warrant
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
18,250
|
|
-
|
Shares cancelled
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Net (loss), year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1985 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(252,070)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1985 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
255,249
|
|
(278,184)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (Loss), Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1986 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(10,365)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1986 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
255,249
|
|
(288,549)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock upon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of Warrants |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
27,082
|
|
-
|
Net (Loss), Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1987 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(45,389)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1987 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
282,331
|
|
(333,938)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sale of Stock |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
101,752
|
|
-
|
|||
Services Rendered |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
70,600
|
|
-
|
|||
Net (Loss), Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
December 31, 1988 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
-
|
|
(142,335)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance December 31, 1988 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
454,683
|
|
(476,273)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sale of Stock |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
2,000
|
|
-
|
|||
Services Rendered |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
18,000
|
|
-
|
|||
Net (Loss), Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
December 31, 1989 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
-
|
|
(31,945)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance December 31, 1989 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
474,683
|
|
(508,218)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sale of Stock |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
59,250
|
|
-
|
|||
Services Rendered |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
32,400
|
|
-
|
|||
Net Income, Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
December 31, 1990 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
-
|
|
133,894
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance December 31, 1990 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
566,333
|
|
(374,324)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sale of Stock |
-
|
|
-
|
|
-
|
|
-
|
|
350
|
|
-
|
|
-
|
-
|
-
|
|
-
|
|
-
|
-
|
|
-
|
|
-
|
|
273,686
|
|
-
|
(A Development Stage Company)
|
|||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT))
|
|||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Class A Common
|
|
Class B Common
|
|
Class A Preferred Stock
|
|
Class B Preferred Stock
|
|
Class C Preferred Stock
|
|
Class D Preferred Stock
|
|
Class E Preferred Stock
|
|
Additional
|
|
During the
|
||||||||||||||
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Paid-in
|
|
Development
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Capital
|
|
Stage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
64,884
|
|
-
|
Conversion of Warrants |
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
Conversion of Stock |
-
|
|
-
|
|
60,000
|
|
60
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6)
|
|
-
|
Net (Loss), Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1991 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(346,316)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1991 |
-
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
904,897
|
|
(720,640)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Stock |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
16,000
|
|
-
|
Services Rendered |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
15,520
|
|
-
|
Conversion of Warrants |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
15,000
|
|
-
|
Sale of Class B Stock |
-
|
|
-
|
|
60,000
|
|
60
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
14,940
|
|
-
|
Issuance of Stock to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated Subsidiary |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
71,664
|
|
-
|
Conversion of Stock |
-
|
|
-
|
|
(60,000)
|
|
(60)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6
|
|
-
|
Cancellation of Shares |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Net (Loss), Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1992 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(154,986)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1992 |
-
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,038,027
|
|
(875,626)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Licensing Agreement |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6,250
|
|
-
|
Services Rendered |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
13,913
|
|
-
|
Warrant Conversion |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
304,999
|
|
-
|
Cancellation of Shares |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(7,569)
|
|
-
|
Net (Loss) for Year Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 1993 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(929,900)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1993 |
-
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,355,620
|
|
(1,805,526)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to Give Effect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to Recapitalization on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 1, 1994 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
385,424
|
|
-
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
223
|
|
-
|
Sale of Stock |
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
24,786
|
|
-
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the Modification of Agreements |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended December 31, 1994 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(377,063)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1994 |
6
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,766,053
|
|
(2,182,589)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Consideration for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Modification of Agreement |
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
153
|
|
-
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended December 31, 1995 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(197,546)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1995 |
6
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,766,206
|
|
(2,380,135)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
16,466
|
|
-
|
Sale of Stock |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
174,040
|
|
-
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the Modification of Agreements |
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Cancellation of Shares Held |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Treasury |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(154,600)
|
|
-
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended December 31, 1996 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(450,734)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1996 |
8
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,802,112
|
|
(2,830,869)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Stock |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
100,000
|
|
-
|
Conversion of Indebtedness |
3
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
166,000
|
|
-
|
Class A Common Stock Issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Cancellation of $372,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued Wages Due Officer |
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
372,000
|
|
-
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A Development Stage Company)
|
|||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT))
|
|||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Class A Common
|
|
Class B Common
|
|
Class A Preferred Stock
|
|
Class B Preferred Stock
|
|
Class C Preferred Stock
|
|
Class D Preferred Stock
|
|
Class E Preferred Stock
|
|
Additional
|
|
During the
|
||||||||||||||
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Paid-in
|
|
Development
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Capital
|
|
Stage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,471
|
|
-
|
Adjustment to Give Effect |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to Recapitalization on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9-Mar-97 |
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended December 31, 1997 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(133,578)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1997 |
18
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
2,442,583
|
|
(2,964,447)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued in Cancellation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Indebtedness |
8
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
170,000
|
|
-
|
Conversion of Options |
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
125,000
|
|
-
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
112,162
|
|
-
|
Shares Issued in Cancellation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Redeemable Preferred Stock |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
150,000
|
|
-
|
Shares Returned to Treasury |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Cancelled |
(2)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Modification of Royalty | |||||||||||||||||||||||||||||||
Agreement |
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
7,332
|
|
-
|
Issuance of Warrants to Officer |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
27,567
|
|
-
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended December 31, 1998 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(549,187)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1998 |
32
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,034,644
|
|
(3,513,634)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued in Cancellation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Indebtedness |
7
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
166,667
|
|
-
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
4
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
95,099
|
|
-
|
Shares Issued in Modification |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Licensing Agreement |
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Sale of Stock |
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
173,540
|
|
-
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended December 31, 1999 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(539,283)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 1999 |
47
|
|
-
|
|
60,000
|
|
60
|
|
350
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
3,469,950
|
|
(4,052,917)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered - as restated |
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
824,516
|
|
-
|
Shares Issued to Investors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pursuant to Settlement | |||||||||||||||||||||||||||||||
Agreement |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Shares Issued for Cash and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Recourse Promissory Notes |
17
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,995,000
|
|
-
|
Shares Issued for Cash |
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
281,694
|
|
-
|
Shares Issued in Cancellation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Indebtedness |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
100,000
|
|
-
|
Shares Issued as Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pursuant to Escrow Agreement |
14
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,184
|
|
-
|
Shares Returned from Escrow |
(1)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Common Shares Converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
into Class B Common |
-
|
|
-
|
|
40,000
|
|
40
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(40)
|
|
-
|
Preferred Shares Converted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
into Common |
-
|
|
-
|
|
-
|
|
-
|
|
(13)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
-
|
Ended December 31, 2000 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,199,695)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2000 |
80
|
|
-
|
|
100,000
|
|
100
|
|
337
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
6,675,304
|
|
(5,252,612)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
21
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
804,336
|
|
-
|
Shares Issued for Cash |
16
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
286,567
|
|
-
|
Shares Issued in Connection |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
with Private Offering |
2
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Shares Issued to Officer |
20
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,128,000
|
|
-
|
Net (Loss) for the Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ended December 31, 2001 |
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(3,548,559)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2001 |
140
|
|
-
|
|
100,000
|
|
100
|
|
337
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8,894,207
|
|
(8,801,171)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Rendered |
73
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,185,631
|
|
-
|
Issuance of Shares to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A Development Stage Company)
|
|||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT))
|
|||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
Class A Common
|
|
Class B Common
|
|
Class A Preferred Stock
|
|
Class B Preferred Stock
|
|
Class C Preferred Stock
|
|
Class D Preferred Stock
|
|
Class E Preferred Stock
|
|
Additional
|
|
During the
|
||||||||||||||
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Shares
|
|
|
|
Paid-in
|
|
Development
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Outstanding
|
|
Amount
|
|
Capital
|
|
Stage
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
University of Pennsylvania |
4
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
-
|
Shares issued in settlement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of lawsuit |
5
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|