Commission File Number: 333-125678
PROBE MANUFACTURING,CLEAN ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(Mark One)
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the fiscal year | ||
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[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from | ||
Commission File Number: 333-125678
PROBE MANUFACTURING,CLEAN ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada | 20-2675800 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) | ||
(949) 273-4990
(Registrant’sRegistrant’s telephone number)
Securities registered pursuant to Section 12(g) of the Act:
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Securities registered pursuant to Section 12(b) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large“large accelerated filer,” “accelerated filer”“accelerated filer” and “smaller“smaller reporting company”company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Non-accelerated filer |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 20142015 was $605,048$2,058,950 based upon the price ($0.075)0.11) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate”“affiliate” of the registrant for purposes of the federal securities laws. Our common stock is not traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board.
State the number of shares outstanding of each of the issuer’sissuer’s classes of common equity, as of March 31, 20152016 was 33,061,344139,446,765 shares of common stock, $.001 par value.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Table of ContentsCLEAN ENERGY TECHNOLOGIES, INC.
(F/K/A PROBE MANUFACTURING, INC.)
10-K
TABLE OF CONTENTS
Part I
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Item 1B. |
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Item 3. |
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Item 4. |
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Part II
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Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operation |
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Item 9. | Changes and Disagreements with Accountants on Accounting and Financial Disclosure |
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Part III
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Item 11 |
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Item 12 | Security Ownership of Certain Beneficial Owners, management and Related Stockholder Matters |
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Item 13 | Certain Relationships and Related Transactions and Director Independence |
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”“Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,“anticipate,” “expect,“expect,” “intend,“intend,” “plan,“plan,” “believe,“believe,” “foresee,“foresee,” “estimate”“estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
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The availability and adequacy of our cash flow to meet our requirements;
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Economic, competitive, demographic, business and other conditions in our local and regional markets;
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Changes or developments in laws, regulations or taxes in our industry;
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Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;
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Competition in our industry;
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The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
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Changes in our business strategy, capital improvements or development plans;
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The availability of additional capital to support capital improvements and development; and
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Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Term
Except as otherwise indicated by the context, references in this report to “Company”“Company”,“PMFI”CETY,” PMFI,”, “Probe”, “we”, “us”“Probe,” “we,” “us,” and “our”“our” are references toClean Energy Technologies, Inc.,(f/k/a Probe Manufacturing Inc.)All references to “USD”“USD” or United States Dollars refer to the legal currency of the United States of America.
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PART I
Our Company
Clean Energy Technologies, Inc. (f/k/a Probe Manufacturing, Inc.) (the “Company,“Company,” “Probe,“Clean Energy,” or “PMI”“CETY”) headquartered in Irvine,Costa Mesa, California,designs, builds and markets clean energy products focused on energy efficiency and environmentally sustainable technologies. The Company’s principal product is the Clean CycleTM generator, offered by its wholly owned subsidiary Heat Recovery Solutions. The Heat Recovery Solutions system captures waste heat from a product development accelerator providingvariety of sources and turns it into electricity that users can use or sell back to the grid. CETY’s proven cutting-edge technology allows any commercial or industrial heat generators to boost their overall energy efficiency with no fuel, no pollutants and virtually no maintenance. Company’s engineering and manufacturing servicesresources support its heat recovery solutions business, as well as continuing to startups and venture capital backedsupport other Clean Energy emerging growth companies with emphasistheir technologies. CETY is positioned to become a worldwide leader in cleantech. Our cross-market segment experience from medical, instrumentation, to aerospace helps us bring effective solutions to tough technical product development and manufacturing problems. Our revenue is generated from sales of our core expertise in manufacturing, project management and product development incubation services.an ever expanding energy efficiency market.
We offer our customers’ integrated designHeat Recovery Solutions was established in 2008 and manufacturing services, from initial product designwas acquired by General Electric International, Inc. in October of 2010. Heat Recovery Solutions has a proven technology and is a leader in a billion-dollar heat to productionpower market. CETY acquired all assets of GE HRS and both preglobal patents and post sales services. Our engineering services include product design, printed circuit board layout, prototyping,licenses for reciprocating engines, biomass and test development. Our supply chain management solutions include purchasing, management of materials,turbine applications and order fulfillment. Our manufacturing services include printed circuit board assembly, cable assembly, mechanical assembly, and fully integrated box build systems for high complexity electronics.
Some examples of our customer’s finished goods products include storage devices for wind and solar, energy savings lighting solutions, instrumentation devices, ultrasound therapeutic medical devices, PCB’s for landing gear systems and flap controllers and fluid control units for airliners.
As innovation, cost, and time to market become hyper-competitive, both startups and VC backed companies are now compelled to usemerged its legacy engineering and manufacturing partnersfacility with easy onshore access, providing local project managementHRS.
The core technology is a magnetic lev bearing generator, which requires no oil or lubricant and manufacturing expertise during product conceptualization, development,has no gear box. We have over 100 units installed globally with more than 1 million fleet operating hours in diesel, gas and integration. Our project management and manufacturing expertise combined with our product development capabilities support clients through product development and design resulting in improved return on investment, utilization of global supply chain reducing material acquisition time and cost and accelerate time to market by rapidly executing newly defined production processes.biomass applications.
Our growth strategy is to leveragescale up our currencybusiness by focusing on new market segments & regions in the fuel, incentive and core competenciesprocess markets, sell equipment direct and through our global distributors, build and lease systems sites in product development incubation, project managementisland nations to offset the cost of their diesel fuel & emissions, license patented technology and manufacturing for increased salesproprietary process, develop cogeneration and equity opportunities.OEM opportunities and develop higher output generators while lowering the cost.
We believe that withWith our focus on Cleantech we’re going to continue to utilize our relationships and new growing opportunitiescore expertise in our medical, aerospaceengineering and instrumentation segments we are ablemanufacturing to leverage our core competencies for long term manufacturing agreementsidentify, acquire and equity opportunities resulting in increased sales, profitabilitydevelop leading clean energy and shareholder value.clean technology solutions and products.
On March 15, 2013, we entered into an Agreement and Plan of Acquisition with Trident Manufacturing, Inc., a Utah corporation, (“Trident”(“Trident”), and the shareholders of Trident, to acquire 100% of the issued and outstanding common stock shares of Trident. Trident is a full-service electronics engineering & manufacturing service company with a 16,000 sq. ft. manufacturing facility based in Salt Lake City, Utah and has been servicing the industrial, aerospace, military, instrumentation, and medical markets since 2005.
On March 20, 2013, we completed the acquisition of Trident whereby we acquired 100% of the issued and outstanding common stock shares of Trident and all its operational assets in exchange for 1,600,000 shares of our restricted shares of common stock. As a result of the acquisition, Trident has become a wholly-owned subsidiary of Probe Manufacturing, Inc. As a result, we recognized $420,673 in goodwill. On January 2. 2016 we closed the Trident facility in Utah and as for the year ended December 31, 2015 we booked an impairment of the Goodwill in the amount of $420,673.
On September 11, 2015 (the “Effective Date”), Clean Energy HRS LLC (“CE HRS”), a wholly owned subsidiary of Probe Manufacturing, Inc. (together with its consolidated subsidiaries, the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with General Electric International, Inc., a Delaware corporation (“GEII”), pursuant to which the Company acquired GEII’s Heat Recovery Solutions (“HRS”) assets, including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The HRS assets will be used by the Company to manufacture and commercialize Organic Rankine Cycle (“ORC”)-based heat recovery power systems. The ORC system comprises GEII’s proprietary Clean Cycle turbine generator system and integrated power module, together with related components, controls, power electronics, software and equipment. The Company co-locate and integrated the HRS assets with the Company’s existing business at the current HRS facility in Costa Mesa, California. As consideration for the purchase of the HRS assets, the Company entered into a promissory note with GEII with terms defined in Asset Purchase Agreement (exhibit 10.1) and assume certain liabilities of GEII related to the acquired assets. The cash portion of the purchase price will be paid pursuant to a three-
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year promissory note. In connection with the Asset Purchase Agreement, the Company entered into various ancillary agreements customary for asset acquisition transactions of this type.
On October 9, 2015, Mr. Meddy Sahebi, Mr. Daniel Elliott, Ms. Erin Falconer, Mr. Juha Rouvinen and Mr. William Maloney were appointed as Directors of the Company, to serve until the next annual meeting of the Shareholders and/or until his successor is duly appointed.
On October 12, 2015, Mr. Juhani Taskinen, resigned as a Director of the Company. On December 23, 2015, Mr. Shervin Talieh, resigned as an Officer and Director of the Company. Neither Mr. Taskinen, nor Mr. Talieh’s resignations were the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Clean Cycle Heat Recovery Solutions; Organic Rankine Cycle Generator Subsidiary
Our CE HRS subsidiary provides clean energy and environmentally sustainable technology solutions to companies through the offering of heat recovery solutions products. The Company’s principal product offering currently is the “Clean CycleTM” generator. The Clean Cycle generator converts heat from a variety of sources into clean, affordable electricity.
Our Clean CycleTMORC engine generates electricity from any heat source, typically through a heat exchanger and a closed loop hot water or steam loop directed to the Clean Cycle. The process by which the Clean Cycle generates electricity - called the Organic Rankine Cycle - requires no fuel, produces no emissions, and is closed loop. Our Clean Cycle Containerized Solution has been meticulously engineered to produce reliable power from a variety of different heat sources. The Major components are delivered as a complete turnkey package and include, the Integrated Power Module (“IPM”), Clean Cycle Generator, the Container and the Condenser. Where we will deliver the pieces completely assembled and ready to connect to each other and the heat source. All the power and flow adjustments are automatically controlled and remotely monitored. Due to the low amount of moving parts the IPM is a low maintenance solution, that requires no oils, no lubricants, no external rotating seals, and does not require manned operation. The whole package (except condenser) is mounted in a 20ft ISO shipping container. The Condenser comes as a separate piece and attaches to the top of the ISO container. Once the Condenser is attached to the ISO Container all that is left to do is attach the container to the heat source, and it is ready to produce energy.
Going Concern
The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’sstockholder’s deficit of $59,331$1,249,843 and a working capital deficit of $599,915$2,012,417 and a net loss of $1,235,194$2,569,936 for the year ended December 31, 2014 and2015. The company also had an accumulated deficit of $2,305,203$4,875,138 as of December 31, 20142015 and used $708,337$617,553 in net cash from operating activities for the year ended December 31, 2014.2015. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach a profitable
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operating stand and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations.
Our operating results are affected by a number of factors, including the following:
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changes in the macro-economic environment and related changes in consumer demand;electricity & fuel cost;
· the mix of the manufacturing services we are providing, the number and size of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;
·the effects on our business when our customers are not successful in marketing their products or when their products do not gain widespread commercial acceptance;
· our components offerings which have required that we make substantial investments in the resources necessary to design and develop these products;solutions;
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our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;
Clean Cycle Turbine Generator - Organic Rankine Cycle
The Organic Rankine Cycle (“ORC”) is a thermodynamic process where heat is transferred to a fluid at a constant pressure. The fluid inside the generator is vaporized and then expanded in a vapor turbine that drives a turbine generator, producing electricity. The spent vapor is condensed to liquid and recycled back through the cycle.
Its applications include power generation from solar, geothermal and waste heat sources. As per an article published in Distributed Energy, ORCs are most useful for waste heat recovery among these three applications. Waste heat recovery can be
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applied to a variety of low to medium temperature heat streams. An example of a successful installation is in Marshall Island for Marshall Electric Company to offset engine fuel use and produce additional electricity. The two cycle generators will generate an estimated 184kW of net electrical power from the heat of exiting engines. The clean cycle units, which require no added fuel and produce no additional emissions, are expected to displace 3.5 million liters of fuel and 10,000 metric tons of CO2. This will be a particularly useful in Island nations where the cost of energy is higher and it can offset the cost of their fuel and reduce emissions.
Plan of Operation
Management is taking the following steps to sustain profitability and growth: (i) organic growthincrease sales through our targeted profitableexisting global distribution channels and scalable accountsutilization of direct sales (ii) sell electricity by kWH to Island nations where the cost of energy is higher and it can offset the cost of their fuel and reduce emissions.(iii) leveraging core competencies with emphasis in cleantech for manufacturing rightsto acquire technologies and equity;entertain equity opportunities and (iii) expansion of capabilities(iv) license patented technology and competencies through mergers & acquisitions providing scale, cost synergiesproprietary process and revenuedevelop cogeneration and OEM opportunities.
Our future success is likely dependent on our ability to sustain profitable growth and attain additional capital to support growth. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.
Business Model
Our Productsbusiness objective is to design and develop Clean Cycle turbine generators that we can manufacture for direct sale to customers, or license our technology to manufacturers and other producers of specialized applications. Our revenue has and will come from:
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Sales thru global distribution channels;
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Direct sales revenue from Clean Cycle turbine generators we manufacture in-house or through contractors;
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Up-front license fees and on-going royalties based on sales by our licensees;
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Sales thru cogeneration or OEM opportunities.
With respect to certain waste heat recovery applications, we also expect to realize revenue through the development, design and installation of power generation systems (inclusive of our Clean Cycle turbine generators as an electricity generator), which could be sold to customers or provided to customers through a Power Purchase Agreement (PPA). Waste heat recovery is the process of using heat generated from another source, such as an industrial furnace, to power our Clean Cycle turbine generators which, in turn, drives an electric motor. We have established a specialized subsidiary company –HRC LLC, of which we own 100% of its equity – to pursue these opportunities.
Our Services
Engineering. Our global engineering team supports the installation and maintenance of our Clean Cycle turbine generators, and supports our technology customers and innovative start-ups with a broad range of electrical, mechanical and software engineering services. PMICETY has assembled a team of experts from around the globe to assist customers at any point in the design cycle. These services include design processes from electrical, software, mechanical Industrial and PCBIndustrial design. Utilization of PMI’sCETY’s design services will enable rapid market entry for our customers.customers and potential equity partners. It provides flexibility by becoming the extension of their engineering and allowing customersthem to focus on their business strategy.
Supply Chain Management. PMI’sCETY’s supply chain solution provides maximum flexibility and responsiveness through a collaborative and strategic approach with our customers. PMICETY can assume supply chain responsibility from component sourcing through delivery of finished product. PMI’sCETY’s supply chain focus is on building internal and external systems and
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relationships, which allow us to capitalize on our expertise to align with our customer’spartners and customer’s objectives and integrate with their processes.
Manufacturing. Flexibility, responsiveness, communication, global supply chain management and speed are key values in what we offer our customers. We establish clear communication about our customer needs and requirements enabling a seamless integration with their objectives and processes. PMI’s manufacturing capability supports high and low-mix assemblies to low to medium-volume quantities. Our manufacturing operations include printed circuit board assembly and testing; cable and harness assembly; mechanical assembly; and complex system integration.
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Sales and Marketing
Our marketing approach is to position PMICETY as a US based productworldwide leader in an ever expanding energy efficiency market, where we will be able to target industries that have waste heat which could potentially turn into new electricity. Also we will leverage our core expertise to identify, acquire and develop leading clean energy and clean technology solutions & products. We will continue to utilize our relationships and expertise to expand in clean and renewable energy sector through new in-house development, accelerator providing engineeringM&A, Cogeneration and manufacturing services to startups and VC backed companies with emphasis in cleantech.licensing
We utilize both direct sales force and sales representativesglobal distribution with expertise in engineeringheat recovery solutions and manufacturing services.clean energy markets.
We also target startups and innovators through technology venture capital companies or investment communities. PMICETY maintains an online presence through our web portal and social media.
Once the relationships are established, programs are managed through our customer centric program management teams.
application engineers will assist in converting the opportunities into projects. We support our Clean Cycle turbine generator clients through collaborationproviding maintenance and early supplier involvement, which results in improved return on investment.product support.
Program Managers are responsible for managing the global supply chain, reducing material acquisition time and cost. They’reThey’re also responsible for the profitability of the programs and ultimately the customer satisfaction index, including on-time delivery, quality, communication and technology.
Clean Cycle Turbine GeneratorsGlobal Market Overview
The world currently faces fundamental problems with its energy supply, which are due primarily to the reliance on fossil fuels. The economic prosperity of the wealthiest nations in the twentieth century was built on a ready supply of inexpensive fossil fuel and developing nations have continued in the twenty-first century to consume fossil fuel reserves at an ever increasing rate. This has led to worldwide reserve depletions, indicating that both oil and gas are likely to be effectively exhausted before the end of this century. Only coal reserves are expected to last into the next century. Yet even if fossil fuel supplies were unconstrained, their continued use poses its own problems. All fossil fuel combustion produces carbon dioxide, which appears to result in the warming of the earth's atmosphere with profound environmental implications across the globe.
These problems have resulted in the realization that the world must both increase the efficiency of its utilization of fossil fuels and decrease its reliance upon them. Environmental issues related to fossil fuel combustion arose first during the 1980s with the advent of acid rain, a product of the sulfur and nitrogen emissions from fossil fuel combustion. Power plants were forced by legislation and economic measures to control these emissions. However it is the recognition of global warming that presents the most serious challenge because carbon dioxide exists at much higher levels in the flue gases of power plants and major types of industrial manufacturing facilities than sulfur dioxide and nitrogen oxides.
Although renewable energy capacity offers a hedge against major price rises because most renewable technologies exploit a source of energy that is freely available, many renewable technologies today still rely on government subsidies to make them competitive. Governments may also impose penalties upon companies, such as carbon trading schemes, which discourage the use of fossil fuels or increase its costs by imposing stringent emissions limits.
Given the international concerns regarding global warming and pollution and the need to more efficiently utilize fossil fuels, we believe that there exists substantial worldwide demand and a growing market for our Clean Cycle turbine generators that can enable companies to generate greater amounts of energy from the same supply of fossil fuels and that also reduce the amount of harmful emissions that would otherwise be released from the combustion of those fossil fuels. Our technologies, including our Clean Cycle turbine generators, could benefit companies by both reducing energy costs and mitigating possible emissions penalties.
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Growth Strategy
Our growth strategy is to leveragecontinue leveraging our currency, relationships and core competencies in product development incubation, project management and manufacturingwaste heat recovery systems for increased sales and equity opportunities. We
The Company will focus its waste heat recovery technology to industries that create wasted heat as a result of their manufacturing or production processes. This market is well defined and, according to a recent report published by the U.S. Department of Energy, “The United States industrial sector accounts for approximately one third of all energy used in the United States, consuming approximately 32 quadrillion (a million billion) BTUs of energy annually and emitting about 1,680 million metric tons of carbon dioxide associated with this energy use.” The opportunity in the waste heat recovery market is substantial. The report continues, “A valuable alternative approach to improving overall energy efficiency is to capture and reuse the lost or ‘waste heat’ that is intrinsic to all manufacturing processes. During these manufacturing processes, as much as 20% to 50% of the energy consumed is ultimately lost via waste heat contained in streams of hot exhaust gases and liquids, as well as through heat conduction, convection, and radiation from hot equipment surfaces and from heated product streams. In some cases, such as industrial furnaces, waste heat recovery can improve energy efficiency by 10% to as much as 50%.”
The advantage of recapturing and utilizing waste heat is that it typically replaces purchased electric power, much of which does and will continue to require burning fossil fuels, or directly replaces fuels which must be purchased and combusted. Thus it actually can directly reduce emissions and eliminate transmission losses. Projections of market potential are also planningtruly enormous, with unrecovered waste heat in industrial processes estimated at half a quintillion (a billion billion) BTUs. The Company believes that if it can capture even a small percentage of this market it would have a strong opportunity to reduce exhaust emissions, assist in lowering energy costs of the expansion of our capabilitiesmanufacturers, while growing the Company and competencies through mergers & acquisitions.its client base.
PersonnelCompetition
The competitors with our Cycle Generators are ORC manufacturers such as Turboden , Ormat and some start-ups with less than 5 installations and some engine competitors aligning with ORC such as Wartsila, Caterpillar and Cummins. We believe that Clean Energy HRS is an industry leader within the small scale ORC applications.
Employees
We presently have approximately 1819 employees, including production, program management, materials management, engineering, sales, quality, and administrative and management personnel. We have never experienced work stoppages, and are not a party to any collective bargaining agreement.
Regulatory Restrictions on Our BusinessGovernment Regulation
Our operations, and the operations of businesses that we may acquire, are subject to certain foreign, federal, state and local regulatory requirements relating to environmental, waste management, and health and safety matters. We believe we operate in substantial compliance with all applicable requirements. However, material costs and liabilities may arise from these requirements or from new, modified or more stringent requirements. Material cost may rise due to additional manufacturing cost of raw or made parts with the application of new regulations. Our liabilities may also increase due to additional regulations imposed by foreign, federal, state and local regulatory requirements relating to environmental, waste management, and health and safety matters. In addition, our past, current and future operations and those of businesses we acquire, may give rise to claims of exposure by employees or the public or to other claims or liabilities relating to environmental, waste management or health and safety concerns.
Our markets can be positively or negatively impacted by the effects of governmental and regulatory matters. We are affected not only by energy policy, laws, regulations and incentives of governments in the markets into which we sell, but also by rules, regulations and costs imposed by utilities. Utility companies or governmental entities could place barriers on the installation of our product or the interconnection of the product with the electric grid. Further, utility companies may charge additional fees to customers who install on-site power generation, thereby reducing the electricity they take from the utility, or for having the capacity to use power from the grid for back-up or standby purposes. These types of restrictions, fees or charges could hamper the ability to install or effectively use our products or increase the cost to our potential customers for using our systems in the future. This could make our systems less desirable, thereby adversely affecting our revenue and profitability potential. In addition, utility rate reductions can make our products less competitive which would have a material adverse effect on our
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future operations. These costs, incentives and rules are not always the same as those faced by technologies with which we compete. However, rules, regulations, laws and incentives could also provide an advantage to our Heat Recovery Solutions as compared with competing technologies if we are able to achieve required compliance at a lower cost when our Clean Cycle turbine generators are commercialized. Additionally, reduced emissions and higher fuel efficiency could help our future customers combat the effects of global warming. Accordingly, we may benefit from increased government regulations that impose tighter emission and fuel efficiency standards
WHERE YOU CAN GET ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site,www.sec.gov.
Item 1a. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.Weitem. We reserve the right not to provide risk factors in our future filings. Our primary risk factors and other considerations include:
RISKS ABOUT OUR BUSINESS
OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE CANNOT OBTAIN ADDITIONAL FINANCING AND/OR REDUCE OUR OPERATING COSTS SUFFICIENTLY, WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY CEASE TO EXIST.
Going Concern
The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’sstockholder’s deficit of $59,331$1,249,843 and a working capital deficit of $599,915$2,012,417 and a net loss of $1,235,194$2,569,936 for the year ended December 31, 2014 and2015. The company also had an accumulated deficit of $2,305,203$4,875,138 as of December 31, 20142015 and used $708,337$617,553 in net cash from operating
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activities for the year ended December 31, 2014.2015. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach a profitable operating stand and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations.
WE HAVE AN ACCUMULATED DEFICIT AND MAY INCUR ADDITIONAL LOSSES; THEREFORE, WE MAY NOT BE ABLE TO OBTAIN THE ADDITIONAL FINANCING NEEDED FOR WORKING CAPITAL, CAPITAL EXPENDITURES AND TO MEET OUR DEBT SERVICE OBLIGATIONS.
As of December 31, 2014,2015, we had current liabilities of $1,491,078.$3,698,721. Our debt could limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, or other purposes in the future, as needed; to plan for, or react to, changes in technology and in our business and competition; and to react in the event of an economic downturn.
We may not be able to meet our debt service obligations. If we are unable to generate sufficient cash flow or obtain funds for required payments, or if we fail to comply with covenants in our revolving lines of credit, we will be in default.
IF DEMAND FOR THE PRODUCTS AND SERVICES THAT THE COMPANY OFFERS SLOWS OUR BUSINESS WOULD BE MATERIALLY AFFECTED.
Demand for products which it intends to sell depends on many factors, including:
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| the economy, and in periods of rapidly declining economic conditions, customers may defer luxury purchases or may choose alternate products. |
| |||
| • |
| the competitive environment in the |
• |
| ||
| our ability to maintain efficient, timely and cost-effective production and delivery of the products and services; and, | ||
• | All of these factors could result in immediate and longer term declines in the demand for the products and services that we offer, which could adversely affect our sales, cash flows and overall financial condition. |
WE FACE INTENSE COMPETITION, WHICH MAY REDUCE OUR SALES, OPERATING PROFITS, OR BOTH.
The Electronics Manufacturing and Original Design Manufacturing industryEnergy Efficiency market is large, competitive and diverse, and is serviced by many companies, including several that have achieved significant market share, whereby we compete with numerous domestic and foreign EMS firms.
WE MAY LOSE OUT TO LARGER AND BETTER-ESTABLISHED COMPETITORS.
The alternative power industry is intensely competitive. Most of our competitors have significantly greater financial, technical, marketing and distribution resources as well as greater experience in the industry than we have. Our products may not be competitive with other technologies, both existing at the current time and in the future. If this happens, our sales and revenues will decline, or fail to develop at all. In addition, our current and potential competitors may establish cooperative relationships with larger companies to gain access to greater development or marketing resources. Competition may result in price reductions, reduced gross margins and loss of market share.
OUR PRODUCTS MAY BE DISPLACED BY NEWER TECHNOLOGY.
The alternative power industry is undergoing rapid and significant technological change. Third parties may succeed in developing or marketing technologies and products that are more effective than those developed or marketed by us, or that would make our technology obsolete or non-competitive. Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes. We may not have the resources to do not competethis.
WE MUST HIRE QUALIFIED ENGINEERING, DEVELOPMENT AND PROFESSIONAL SERVICES PERSONNEL.
We cannot be certain that we can attract or retain a sufficient number of highly qualified mechanical engineers, industrial technology and manufacturing process developers and professional services personnel. To deploy our products quickly and efficiently, and effectively maintain and enhance them, we will require an increasing number of technology developers. We expect customers that license our technology will typically engage our professional engineering staff to assist with first tier EMS companies such as Benchmark Electronics, Inc.; Celestica Inc; Flextronics International Ltd.; Foxconn; Jabil Circuit, Inc.; Plexus Corp.; Sanmina-SCI Corporation;support, training, consulting and CTS Electronics.implementation. We mostly competebelieve that growth in sales depends on our ability to provide our customers with secondthese services and third tier EMS companies. Withto attract and educate third-party consultants to provide similar services. As a result, we plan to hire professional services personnel to meet these needs. New technical and professional services personnel will require training and education and it will take time for them to reach full productivity. To meet our new focus in product development incubationneeds for engineers and professional services personnel, we also may use costlier third-party contractors and consultants to supplement our own staff. Competition for qualified personnel is intense, particularly because our technology is specialized and only a limited number of individuals have acquired the needed skills. Additionally, we will rely on third-party implementation providers for these services. Our business may be harmed if we are goingunable to competeestablish and maintain relationships with engineering companies depending on the type of service and/or geographic area. third-party implementation providers.
WE MAY BE ADVERSELY AFFECTED BY SHORTAGES OF REQUIRED ELECTRONIC COMPONENTS. IN ADDITION, WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS TO PROCURE OUR PARTS FOR PRODUCTION WHICH IF AVAILABILITY OF PRODUCTS BECOMES COMPROMISED IT COULD ADD TO OUR COST OF GOODS SOLD AND AFFECT OUR REVENUE GROWTH.
At various times, there have been shortages of some of the electronic components that we use, as a result of strong demand for those components or problems experienced by suppliers. These unanticipated component shortages have resulted in curtailed production or delays in production, which prevented us from making scheduled shipments to customers in the past and may do so in the future. Our inability to make scheduled shipments could cause us to experience a reduction in our sales
8
and an increase in our costs and could adversely affect our relationship with existing customers as well as prospective customers. Component
11
shortages may also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components.
OUR PRINCIPAL SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS, , IN THE AGGREGATE, BENEFICIALLY OWN MORE THAN 50% OF OUR OUTSTANDING COMMON STOCK AND THESE SHAREHOLDERS, IF ACTING TOGETHER, WILL BE ABLE TO EXERT SUBSTANTIAL INFLUENCE OVER ALL MATTERS REQUIRING APPROVAL OF OUR SHAREHOLDERS.
Our principal shareholders, directors and executive officers in the aggregate, beneficially own more than 50%our outstanding common stock on a fully diluted basis. These shareholders, if acting together, will be able to exert substantial influence over all matters requiring approval of our shareholders, including amendments to our Articles of Incorporation, fundamental corporate transactions such as mergers, acquisitions, the sale of the company, and other matters involving the direction of our business and affairs and specifically the ability to determine the members of our board of directors. (See “Principal Shareholders”“Principal Shareholders”).
THE MAJORITY OF OUR SALES COME FROM A SMALL NUMBER OF CUSTOMERS WITH WHOM WE DO NOT HAVE LONG TERM CONTRACTS; IF WE LOSE ANY OF THESE CUSTOMERS, OUR SALES COULD DECLINE SIGNIFICANTLY.
Sales to our five largest customers have represented a significant percentage of our net sales in recent periods. Our five largest customers accounted for approximately 80%71% of net sales during the twelve months ended December 31, 2014.2015.
Our principal customers have varied from year to year, and our principal customers may not continue to purchase services from us at current levels, if at all. Significant reductions in sales to any of these customers, or the loss of major customers, would seriously harm our business. If we are not able to timely replace expired, canceled or reduced contracts with new business, our revenues could be harmed.
We do not have any long term agreements with our customers, and our principal customers may not continue to purchase services from us. The duration of a purchase order is usually from 30 to 360 days.
IF WE LOSE KEY SENIOR MANAGEMENT PERSONNEL OUR BUSINESS COULD BE NEGATIVELY AFFECTED. FURTHER, WE WILL NEED TO RECRUIT AND RETAIN ADDITIONAL SKILLED MANAGEMENT PERSONNEL AND IF WE ARE NOT ABLE TO DO SO, OUR BUSINESS AND OUR ABILITY TO CONTINUE TO GROW COULD BE HARMED.
Our success depends to a large extent upon the continued services of our executive officers. We could be seriously harmed by the loss of any of our executive officers. In order to manage our growth, we will need to recruit and retain additional skilled management personnel and if we are not able to do so, our business and our ability to continue to grow could be harmed. Although a number of companies in our industry have implemented workforce reductions, there remains substantial competition for highly skilled employees.
WE ARE SUBJECT TO ENVIRONMENTAL COMPLIANCE RISKS AND UNEXPECTED COSTS THAT WE MAY INCUR WITH RESPECT TO ENVIRONMENTAL MATTERS MAY RESULT IN ADDITIONAL LOSS CONTINGENCIES, THE QUANTIFICATION OF WHICH CANNOT BE DETERMINED AT THIS TIME.
We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process. If more stringent compliance or cleanup standards under environmental laws or regulations are imposed, or the results of future testing and analyses at our current or former operating facilities indicate that we are responsible for the release of hazardous substances, we may be subject to additional remediation liability. Further, additional environmental matters may arise in the future at sites where no problem is currently known or at sites that we may acquire in the future. Currently unexpected costs that we may incur with respect to environmental matters may result in additional loss contingencies, the quantification of which cannot be determined at this time.
9
AS AN “EMERGING“EMERGING GROWTH COMPANY”COMPANY” UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT (THE “JOBS ACT”“JOBS ACT”), THE COMPANY IS PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
PMFI
12
CETY qualifies as an “emerging“emerging growth company”company” under the JOBS Act. As a result, it is permitted to, and intends to, rely on exemptions from certain disclosure requirements. For so long as the Company is an emerging growth company, it will not be required to:
• | have an auditor report on its internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
| ||
• | comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the
| ||
• | submit certain executive compensation matters to shareholder advisory votes, such as
| ||
• | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the
|
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company will remain an emerging growth company for up to five full fiscal years, although if the market value of its common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, it would cease to be an emerging growth company as of the following December 31, or if its annual revenues exceed $1 billion, it would cease to be an emerging growth company the following fiscal year, or if it issues more than $1 billion in non-convertible debt in a three-year period, the Company would cease to be an emerging growth company immediately.
RISKS ABOUT OUR STOCK
SHARES OF OUR COMMON STOCK ARE SUBJECT TO THE PENNY STOCK RESTRICTIONS WHICH CREATES A LACK OF LIQUIDITY AND MAKE TRADING DIFFICULT OR IMPOSSIBLE.
Our shares of common stock are traded in the over-the-counter markets which are commonly referred to as the OTCQB.OTC Markets. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.
The United States Securities and Exchange Commission, or the SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks (generally) are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Prior to a transaction in a penny stock, a broker-dealer is required to:
· Deliver a standardized risk disclosure document prepared by the SEC;
· Provide the customer with current bid and offer quotations for the penny stock;
· Explain the compensation of the broker-dealer and its salesperson in the transaction;
· Provide monthly account statements showing the market value of each penny stock held in the customer's account;
· Make a special written determination that the penny stock is a suitable investment for the purchaser; and
· Provide a written agreement to the transaction.
10
These requirements may have the effect of reducing the level of trading activity in the secondary market for our stock. Because our shares are subject to the penny stock rules, you may find it more difficult to sell your shares.
13
OUR SECURITIES ARE THINLY TRADED WHICH DOES NOT PROVIDE LIQUIDITY FOR OUR INVESTORS.
Our securities are quoted on the Over-the-Counter QBPink Sheet SEC Reporting level. The OTCQBOTC Markets is an inter-dealer, over-the-counter market that provides significantly less liquidity than the NASDAQ Stock Market or national or regional exchanges. Securities traded on the OTCQBOTC Markets are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The Securities and Exchange Commission's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCQB.OTC Markets. Quotes for stocks included on the OTCQBOTC Markets are not listed in newspapers. Therefore, prices for securities traded solely on the OTCQBOTC Markets may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.
Investors must contact a broker-dealer to trade over-the-counter bulletin board securities. As a result, you may not be able to buy or sell our securities at the times that you may wish. Furthermore, when investors place market orders to buy or sell a specific number of shares at the current market price it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution.
THE MARKET PRICE AND TRADING VOLUME OF SHARES OF OUR COMMON STOCK MAY BE VOLATILE.
The market price of our common stock could fluctuate significantly for many reasons, including for reasons unrelated to our specific performance, such as reports by industry analysts, investor perceptions, or negative announcements by customers, or competitors regarding their own performance, as well as general economic and industry conditions. In addition, when the market price of a company’scompany’s shares drops significantly, stockholders could institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.
IF WE FAIL TO MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING, THE PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED.
As a public reporting company, we are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of these controls could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds. Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting, and may require attestation of this assessment by our independent registered public accountants. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. In addition, the attestation process by our independent registered public accountants is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accountants.
COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE WILL RESULT IN ADDITIONAL EXPENSES.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.
11
WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE; THEREFORE, YOU MAY NEVER SEE A RETURN ON YOUR INVESTMENT.
14
We do not anticipate the payment of cash dividends on our common stock in the foreseeable future. We anticipate that any profits from our operations will be devoted to our future operations. Any decision to pay dividends will depend upon our profitability at the time, cash available and other factors.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
On October 14, 2009August 27,2015, we entered into a 5 yearsublease agreement with Rosenson Properties, LLC, a California limited liability company, as landlord, and General Electric International, Inc., a Delaware corporation, as tenant and assignor, for the premises located at 150 Baker Street East, Costa Mesa, California. GEII had entered into a lease with Bernard family trust, with a commencement datedated as of December 31, 2009.17, 2010, as amended by a First Amendment to Lease dated March 11, 2014, wherein Rosenson Properties leased the premises to GEII. The facility ispremises consist of approximately 21,30035,704 square feet and located at 17475 Gillette, Irvine CA, 92614.
On March 28, 2011 we signed an amendment to our facility lease with an increase of 1,600 square feet. The increase inspace and the lease commenced on April 1, 2011 and continues through year five.provides for monthly triple-net lease payments of $22, 973. The amended lease has the following payments and terminatedterm ends on March 31, 2015:2016.
Year | Annual Rent |
2016 | 54,098 |
On May 1, 2016 we will be moving our corporate headquarters to 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2016, the Company signed a lease agreement for a 18,200 square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2016. Rental is $179,090 for the first twelve months.
| Original Lease | Amended lease | ||
Year | Monthly Rent | Monthly Rent |
| Lease Payment |
2015 | 12,805 | 13,845 | ||
2016 |
| $179,090 | ||
2017 |
| $221,352 | ||
2018 |
| $228,000 | ||
2019 |
| $234,840 | ||
2020 |
| $241,884 | ||
2021 |
| $249,132 | ||
2022 |
| $256,608 | ||
2023 |
| $44,052 |
On February 21st, 2012 Trident Manufacturing, Inc. entered into a 5 year lease with First Industrial Realty Trust, Inc. with a commencement date of February 21, 2012. The facility is approximately 15,040 square feet and located at 440 West Lawndale Drive, Salt Lake City UT 8411584115.
|
| |
Year | Monthly Rent | Monthly Rent |
2015 | 6,580 | |
2016 | 6,768 | 6,768 |
2017 | 6,768 | 6,768 |
Our wholly owned subsidiary Trident Manufacturing, a Utah corporation has entered into a sublease agreement with Lucky Spoon, LLC. The terms the terms of this lease commence as of April 1st, 2015 and shall expire on the last day of the Trident’sTrident’s lease. As a result we are estimating substantial savings and have consolidated the majority of our Utah’sUtah’s manufacturing requirement to our headquarters in Irvine, California.
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Item 3. Legal Proceedings.
None.We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 4. Mine Safety Disclosures
Not Applicable.
PART II
Item 5. Market for Registrant’sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of the National Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations
12
reflect inner-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for our shares for each quarter for the last two years, so far as information is reported, through the quarter ended December 31, 2014,2015, as reported by the Bloomberg Financial Network,OTC Markets, are as follows:
2015 FISCAL YEAR |
| High |
| Low |
First Quarter |
| $0.104 |
| $0.042 |
Second Quarter |
| $0.1234 |
| $0.0723 |
Third Quarter |
| $0.12 |
| $0.065 |
Fourth Quarter |
| $0.12 |
| $0.08 |
2014 FISCAL YEAR |
| High | Low | |
First Quarter |
| $0.2 |
| $0.12 |
Second Quarter |
| $0.17 |
| $0.065 |
Third Quarter |
| $0.11 |
| $0.015 |
Fourth Quarter |
| $0.145 |
| $0.04 |
2013 FISCAL YEAR |
| High |
| Low |
First Quarter |
| $0.15 |
| $0.089 |
Second Quarter |
| $0.10 |
| $0.05 |
Third Quarter |
| $0.13 |
| $0.05 |
Fourth Quarter |
| $0.145 |
| $0.08 |
* The low and high bid prices have been adjusted to reflect the 10:1 reverse stock split that was declared effective on
January 22, 2013.
As of December 31, 2014,2015, there were 30,676,445shares139,446,765 shares of the registrant’sregistrant’s $0.001 par value common stock issued and outstanding and were owned by approximately 240holders of record, based on information provided by our transfer agent.
Dividend Policy
We have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, restrictions contained in our agreements and other factors which our Board of Directors deems relevant.
Re-Purchase of Equity Securities
On November 1, 2011, the Company adopted a plan to repurchase up to 500,000 shares of its issued and outstanding common stock in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
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The plan allows the Company to purchase its issued and outstanding common shares in the open market or in negotiated transactions, from time to time, depending on market conditions and other factors as well as being subject to relevant rules under Untied States securities regulations. The plan does not obligate the Company to make any purchases, at any specific time or in any particular situation. The plan may be suspended or discontinued at any time at the sole discretion of the Company. Share repurchases will be funded with the Company's available cash, after determining the working capital requirements of the Company. Accordingly, there is no guarantee as to the exact number of shares that will be repurchased under the plan.
The company's Board of Directors authorized the repurchase plan because it believes recent market conditions may have caused the Company's common stock to be undervalued. The timing and number of any shares repurchased will depend on the terms and conditions of the plan and no assurance can be given that any specific amount of common stock will be repurchased.
As of December 31, 2014,2015, we had repurchased 11,500 shares of our common stock.
Securities Authorized Forfor Issuance Under Equity Compensation Plans
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The following table summarizes securities authorized for issuance under equity compensation plans:
| Equity Compensation Plan Information | Equity Compensation Plan Information | ||||
Plan Category | Number of shares of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) | Number of shares of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
| (a) | (b) | (c ) | (a) | (b) | (c) |
Qualified Equity compensation plans approved by security holders | 17,789 | $1.70 | 467,250 | |||
Non-Qualified Equity compensation plans approved by security holders | 90,000 | $1.30 | - | 90,000 | $1.30 | - |
Total | 107,789 | $1.40 | 467,250 | 107,789 | $1.40 | 467,250 |
Recent Sales of Unregistered Securities
For the years ended December 31, 2014, 20132015 and 2012,2014 we issued the following securities without registration under the Securities Act of 1933, as amended. These securities were issued on the reliance of an exemption provided by Section 4(2) of the Securities Act.
On December 24, 2012 we issued 500,000 Shares of common stock to an accredited investor at $.10 per share.
On March 20, 2013, we completed the acquisition of Trident Manufacturing, Inc and as a result we issued 1,600,000 shares of our common stock at $.07
On January 25, 2013 we issued 110,000 of common stock for services at $.10
On January 25, 2013 we issued 10,000 of common stock to employees at $.10
Convertible Promissory Note
On February 15, 2013 we entered into a convertible promissory note with a related party for $120,000. The note bears interest at the rate of 10% simple interest and is convertible at $.10 per share and is due on February 15, 2015.
On May 10, 2013 notice of conversion for the entire note was given. The shares were converted at $.10. As a result, the company issued 1,200,000 shares of common stock. The balance due on the note on December 31, 2013 is $0.
On December 4, 2013 we issued 1,000,000 Shares of common stock to an accredited investor at $.10 per share.
On April 30, 2014 we issued 1,000,000 Shares of common stock to an accredited investor at $.05 per share.
On May 12, 2014 we issued 500,000 shares of common stock for services at $.10 per share.
On September 4, 2014 we issued 729,167 shares of common stock to Luxus Micro Cap S.A. for conversion of accrued interest under the series D preferred stock and $.08 per share
On November 15, 2014 we issued 850,000 shares and accrued for 450,000 of common stock for services to related parties.
On December 1, 2014 we issued 1,400,000 shares of common stock for services at $.06.$.05.
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On December 2, 2014 we issued 1,945,333 for cash at $.06 per share for a total of $116,720 and took deposits of $70,699 for an additional 1,178,322 shares to be issued at $.06 per share.
On February 2, 2015 we issued 40,000 shares of common stock for services at $.08$.08.
On February 24, 2015, we issued 1,845,000 shares of common stock for cash in the amount@ $.06 for a total of $110,700of$116,698, of which $70.699$70,699 was received in 2014 and the balance included in "to“to be issued"
issued.”
On March 6, 2015 we issued 450,000 shares of common stock for services to related parties at $.05 per share which was accrued for in 2014.
On March 6, 2015 we issued 50,000 shares of common stock for services at $.05.
On March 6, 2015 we issued 25,000 shares of common stock for services at $.05.
On September 10, 2015, the Company issued 900,000 shares of its common stock for Board of Director fees at $.05
On September 10, 2015, the Company issued 400,000 shares of its common stock to John Bennett the company’s Chief Financial Officer as compensation at $.05
On October 1, 2015, the Company issued 150,000 shares of its common stock for consulting services.
On October 2, 2015, the Company issued an aggregate of 100,910,321 shares of common stock to one investor pursuant to the Transaction Completion and Financing Agreement and 4,000,000 to one investor. All such shares were issued to the accredited investors for cash of $500,000.
On August 7, 2013, we held our initial closing of our Series D Preferred Stock private financing offering with two related parties, whereby we received $750,000 in financing. Our Series D Preferred Stock offering terms allow us to raise up to $1,000,000 US with an over-allotment of $500,000 in multiple closings over the course of 6 months.
The following are primary terms of the Series D Preferred Stock Offering. The Series D Preferred holders will be paid a special monthly dividend at the rate of 17.5% per annum or at the option of the Investor such special may accrue such special dividends. If the Company does not pay the special dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a penalty of 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, participation with common stock is on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in his sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate shall equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred shall be redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred commencing any time after the one (1) year period from the Closing (the “Redemption Period”“Redemption Period”) at a price equal to the Purchase Price plus all accrued but unpaid dividends. If the Company is not in financial position to pay it back it needs to notify the Investors thirty (30) days prior the Redemption Period commencing and both parties will negotiate, in good faith, for an extension of the Redemption Period. Notwithstanding, the Company may elect to redeem the Series D Preferred shares any time after the Closing at a price equal to Purchase Price plus all accrued but unpaid dividends subject to the Investors right to convert by providing the Investors written notice about its intent to redeem whereby the Investor shall have the right to convert per the terms of the conversion terms at least ten (10) days prior to such redemption by the Company.
On June 25th, 2013 we received $500,000 from a related party for 5,000 shares of Preferred Series D Preferred stock. These shares, which the issuer has agreed to issue (as described below), have not been physically issued as of the date of this filing. On August 21, 2014, the related party agreed to lower the interest rate to 13% and extend the term on these shares for an additional one year. On September 8, 2015 the investors signed an estoppel agreement, whereby the investors agreed to reduce, (effective as of June 30, 2015), the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the penalty provided for in the IAs in respect of unpaid dividends accruing on or after such date.
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In addition, we issued series F warrants to purchase 250,000 shares of our common stock at $.10 and series G warrants to purchase 250,000 shares of our common stock at $.20. Each warrant gives the holder the right to purchase 1 share of common stock.
On September 19th 2013 we received $250,000 from a related party of Preferred Series D Preferred stock. These shares, which the issuer has agreed to issue (as described below), have not been physically issued as of the date of this filing. On September 8, 2015 the investors signed an estoppel agreement, whereby the investors agreed to reduce, (effective as of June 30, 2015), the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the penalty provided for in the IAs in respect of unpaid dividends accruing on or after such date.
In addition, we issued series F warrants to purchase 125,000 shares of our common stock at $.10 and series G warrants to purchase 125,000 shares of our common stock at $.20. Each warrant gives the holder the right to purchase 1 share of common stock.
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Item 6. Selected Financial Data.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. We reserve the right not to provide the Selected Financial Data in our future filings.
The following selected historical financial information of Probe Manufacturing,informationof Clean Energy Technologies, Inc.,has been derived from the historical results and areresultsandare not necessarily indicative of the results to be expected in the future. The following table is qualified by reference to and should be read in conjunction with Item 7, “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations” and Item 8, “Financial“Financial Statements and Supplementary Data”Data” and the notes thereto.
Probe Manufacturing, Inc. | ||
Statement of Operations | ||
for the years ended December 31, | ||
|
|
|
|
|
|
|
| Restated |
| 2014 | 2013 |
|
|
|
Sales | $ 3,533,503 | $ 3,518,551 |
Cost of Goods Sold | 2,741,147 | 2,551,447 |
Gross Profit | 792,356 | 967,104 |
|
|
|
General And Administrative | 1,596,587 | 1,365,588 |
Share Based Expense | 160,000 | 9,051 |
Net Profit Loss From Operations | (964,231) | (407,535) |
|
|
|
Gain on forgiveness of debt | 5,833 | - |
Gain on conversion of accrued interest on preferred dividend | 36,458 | - |
Interest Expense | (313,254) | (307,618) |
Net Loss Before Income Taxes | (1,235,194) | (715,153) |
Provision for Income Taxes | - | - |
Net Loss | $ (1,235,194) | $ (715,153) |
PROBE MANUFACTURING, INC. | ||
Condensed consolidated Balance sheet | ||
as of | ||
|
| Restated |
| December 31, | December 31, |
| 2014 | 2013 |
|
|
|
Working Capital | $ (599,915) | $ 101,392 |
Total Assets | 1,469,893 | 1,737,272 |
Long term Debt | 38,147 | - |
Stockholder Equity (Deficit) | $ (59,332) | $ 706,567 |
Clean Energy Technologies, Inc. | ||
(formerly Probe Manufacturing, Inc.) | ||
Consolidated Statement of Operations | ||
For the years ended December 31, | ||
2015 | 2014 | |
Sales | $ 2,355,012 | $ 3,533,503 |
Cost of Goods Sold | 1,686,116 | 2,741,147 |
Gross Profit | 668,896 | 792,356 |
| ||
General and Administrative | 636,294 | 652,996 |
Salaries | 1,342,158 | 664,858 |
Facility Lease | 260,091 | 242,871 |
Professional fees | 47,383 | 35,862 |
Moving Expense | 50,132 | - |
Share Based Expense | 85,450 | 160,000 |
Total Expenses | 2,421,508 | 1,756,587 |
Net Profit / (Loss) From Operations | (1,752,612) | (964,231) |
Loss on impairment of Goodwill | (420,673) | - |
Loss on impairment of Inventory | (11,508) | - |
Financing Fees | (31,667) | |
Gain on forgiveness of debt | - | 5,833 |
Gain on conversion of accrue interest on preferred dividend | - | 36,458 |
Interest Expense | (353,476) | (313,254) |
Net Profit / (Loss) Before Income Taxes | (2,569,936) | (1,235,194) |
Income Tax Expense | - | - |
Net Profit / (Loss) | $ (2,569,936) | $ (1,235,194) |
1620
Clean Energy Technologies, Inc. | ||
(formerly Probe Manufacturing, Inc.) | ||
Consolidated Balance Sheet | ||
December 31, | December 31, | |
2015 | 2014 | |
Working Capital | $ (2,012,417) | $ (599,915) |
Total Assets | 3,248,878 | 1,469,893 |
Long term Debt | 800,000 | 38,147 |
Stockholder Equity | $ (1,249,843) | $ (59,332) |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
You should read this section together with our consolidated financial statements and related notes thereto included elsewhere in this report.
We intend that our forward-looking statements be subject to the safe harbors created by the Securities and Exchange Act of 1934, as amended. The forward-looking statements are generally accompanied by words such as “intend,“intend,” “anticipate,“anticipate,” “believe,“believe,” “estimate,“estimate,” “expect”“expect” and other similar words and statements and variations or negatives of these words. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect, including those discussed under the heading “Risk Factors”“Risk Factors” in this report filed with the United States Securities and Exchange Commission or the SEC. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from our anticipated outcomes. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. The inclusion of forward-looking information should not be regarded as a representation by our company or any other person that the future events, plans or expectations contemplated by Probe Manufacturing, Inc. will be achieved. We disclaim any intention or obligation to update or revise any forward-looking statements contained in the documents incorporated by reference herein, whether as a result of new information, future events or otherwise.
Overview
Probe Manufacturing, Inc. (the “Company,” “Probe,” or “PMI”) headquartered in Irvine, California is a product development accelerator providing engineering and manufacturing services to startups and venture capital backed companies with emphasis in cleantech. Our cross-market segment experience from clean tech, medical, instrumentation to aerospace helps us bring effective solutions to tough technical product development and manufacturing problems. Our revenue is generated from sales of our core expertise in manufacturing, project management and product development incubation services.
We offer our customers’ integrated design and manufacturing services, from initial product design to production and pre and post sales services. Our engineering services include product design, printed circuit board layout, prototyping, and test development. Our supply chain management solutions include purchasing, management of materials, and order fulfillment. Our manufacturing services include printed circuit board assembly, cable assembly, mechanical assembly, and fully integrated box build systems for high complexity electronics.
We are realigning the focus of the company to our innovation & incubation services with emphasis in Cleantech and high growth opportunities.
We are very encouraged by our new focus and our upcoming programs offering product development acceleration to startups and VC backed companies. Our Growth strategy is to leverage our currency and core competencies in product development incubation, project management and manufacturing for increased sales and equity opportunities.
As a result of this new focus we are exploring several opportunities, including patented eco-friendly water agent concentration technologies developed in Europe, which in some applications reduces irrigation water need 30-50% and would be currently very useful in California; Heat to power generator technologies that can provide lower, more stable power bills and an added source of electricity revenue from the heat source today; Lithium Ion battery storage devices for wind and solar power companies that can provide an attractive cost structure relative to other alternative energy and distributed generation solutions.
We are optimistic that through these types of growth opportunities in cleantech combined with organic growth of our legacy Industries we can support a sustainable profitable growth and increase our stakeholder’s value.
Going Concern
17
The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’sstockholder’s deficit of $59,331$1,249,843 and a working capital deficit of $599,915$2,012,417 and a net loss of $1,235,194$2,569,936 for the year ended December 31, 2014 and2015. The company also had an accumulated deficit of $2,305,203$4,875,138 as of December 31, 20142015 and used $708,337$617,553 in net cash from operating activities for the year ended December 31, 2014.2015. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach a profitable operating stand and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations.
Our Products and Services
Engineering. Our global engineering team supports technology customers and innovative start-ups with a broad rangeSummary of electrical, mechanical and software engineering services. PMI has assembled a team of experts from aroundResults for the globe to assist customers at any point in the design cycle. These services include design processes from electrical, software, mechanical, Industrial and PCB design. Utilization of PMI’s design services will enable rapid market entry for our customers. It provides flexibility by becoming the extension of their engineering and allowing customers to focus on their business strategy.
Supply Chain Management. PMI’s supply chain solution provides maximum flexibility and responsiveness through a collaborative and strategic approach with our customers. PMI can assume supply chain responsibility from component sourcing through delivery of finished product. PMI’s supply chain focus is on building internal and external systems and relationships, which allow us to capitalize on our expertise to align with our customer’s objectives and integrate with their processes today and in the future.
Manufacturing. Flexibility, responsiveness, communication, global supply chain management and speed are key values in what we offer our customers. We establish clear communication about our customer needs and requirements enabling a seamless integration with their objectives and processes. PMI’s manufacturing capability supports high and low-mix assemblies for prototypes, to medium-volume quantities in California and high-volume production in Asia. Our manufacturing operations include printed circuit board assembly and testing; cable and harness assembly; mechanical assembly; and complex system integration.
18
Plan of Operation
Management is taking the following steps to sustain profitability and growth: (i) organic growth only through targeted profitable and scalable customers (ii) leveraging our currency and core competencies in product development incubation, project management and manufacturing for manufacturing rights, increased sales and equity opportunities; and (iii) expansion of capabilities and competencies through mergers & acquisitions providing scale, cost synergies and revenue opportunities.
Our future success is likely dependent on our ability to sustain profitable growth and attain additional capital to support growth. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relatingYear Ended December 31, 2015 Compared to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.
On February 18, 2011 we entered into an Accounts Receivable Purchasing Agreement (the “ARPA”) with DSCH Capital Partners, LLC d/b/a Far West Capital (“FWC”), an unaffiliated third party. Pursuant to the ARPA, FWC may purchase, in its sole discretion, eligible accounts receivable of our company on a revolving basis up to a maximum of $750,000. Under the terms of the ARPA, FWC may purchase eligible receivables from us with full recourse for the face amount of such eligible receivables less a discount of 1.0%. In addition, we are required to pay FWC a monthly cost of funds fee equal to the net funds employed by FWC at a rate equal to the Wall Street Journal Prime Lending Rate plus 4.75%, with a floor of 7.00%. FWC will retain 20% of the purchase price of the receivables as a reserve amount.
The ARPA also provides that FWC has the right to require us to repurchase any purchased accounts receivable: (a) if there is a dispute as to the validity of such receivable by the account debtor, (b) if certain covenants, warranties or representations made by us with respect to such receivables are breached, (c) upon and during the continuance of an event of default under the ARPA or upon the termination of the ARPA, or (d) if such receivable remains unpaid 90 days after the invoice date. The ARPA has an initial term of one year with automatic renewals for successive one-year periods. Notwithstanding that, FWC may terminate the ARPA at any time upon 90 days prior written notice or without notice upon and during the continuance of an event of default.
Additionally, provided there does not exist an event of default under the ARPA or the rider thereto (the “Rider”), FWC may make advances to or for the benefit of the company in an aggregate amount up to and not to exceed $250,000.00 from time to time during the term of the Rider and upon our request therefore, which advances shall be subject to all of the terms and conditions of the ARPA and shall be revolving consisting of advances against our eligible inventory as defined in the Rider as follows: (i) the advances against eligible inventory, at FWC’s discretion, will be in amounts up to the sum 50% of all eligible inventory; provided, however, the advances against eligible inventory shall at no time exceed 33% of the net outstanding purchased accounts under the ARPA plus the outstanding amount due, or net funds employed, from advances made on eligible inventory within conditions contained within the rider. The balance cap percentage shall be 25% after 120 days from date of the Rider. Eligible inventory will be valued at the lower of cost or market value.
There can be no assurances that this financing will be sufficient to sustain profitable growth and attain additional capital to support growth. There can be no assurance that we will be successful in obtaining any such additional financing, or that we will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.
On November 4th, 2013 this financing line was paid off in full.
19
On November 22, 2013 we entered into an Accounts Receivable Purchasing Agreement with Nations Interbanc, an unaffiliated third party. Pursuant to the ARPA, Nations Interbanc may purchase, in its sole discretion, eligible accounts receivable of our company on a revolving basis up to a maximum of $500,000. Under the terms of the agreement, Nations Interbanc may purchase eligible receivables from us with full recourse for the face amount of such eligible receivables. We are required to pay Nations Interbanc FWC a monthly cost of funds fee equal to the net funds employed by Nations Interbanc at a rate equal 2% per month on the outstanding balance. Nations Interbanc will retain 20% of the purchase price of the receivables as a reserve amount.
Summary of ResultsYear Ended December 31, 2014
For the year ended December 31, 2014,2015, we had a net loss of $1,235,194$2,569,936 compared to a net loss of $715,153$1,235,194 for the same period in 2013.2014. The increase in the net loss in 20142015 was mainly due to the increaseacquisition of cost of goods sold of $160,290 of which $65,000 was an increase in our reserve for excess inventory.the Clean Cycle Heat Recovery System. In addition, we had net losses from our Trident facility of $169,418.$125,489. In addition, we recognized an impairment of the goodwill from the Trident acquisition in the amount of $420,673. We saw a general slowdown in the economy and a slight decrease in sales across the board. Also we recognized $160,000 in share based expense. For the year ended December 31, 2014,2015, our revenue was $3,533,502$2,355,012 compared to $3,518,551$3,533,502 for the same period in 2013,2014, For the year ended December 31, 2014,2015, our cost of goods sold was 78%72% compared to 74%78% for the same period in 2013,2014, mainly due to the increasedecrease material cost as a percent of sales as well as priority freight charges of $113,252.sales. For the twelve months ended December 31, 2014,2015, our gross
21
margin was 22%27% compared to 27%21% for the same period in 2013.2014. For the twelve months ended December 31, 2014,2015, our SGG&A cost was 45%27% compared to 38%18% for the same period in 2013.2014. For the year ended December 31, 2014,2015, we had a net loss from operations of $964,231.$1,752,612. Our total stockholder’sstockholder’s equity decreased by $765,899,$1,190,511, resulting in shareholder deficit of $59,331$1,249,843 as of December 31, 2014.2015. As of December 31, 2014,2015, we had a working capital deficit of $599,915,$2,012,417 compared to working capital surplusdeficit of $101,392$599,915 as of December 31, 2013, a decrease2014, an increase of $701,307.$1,412,502.
December 31, | ||
2015 | 2014 | |
Inventory Turns | 1.91 | 4.65 |
Days Sales in Backlog | 349 | 266 |
Days Receivables Outstanding | 61 | 39 |
Days Payables Outstanding | 127 | 68 |
Key performance indicators: |
|
|
|
| |
| 2014 | 2013 |
Inventory Turnover | 4.65 | 3.92 |
Days Sales in Backlog | 266 | 145 |
Days Sales Outstanding | 39 | 67 |
Days Payables Outstanding | 68 | 76 |
22
Inventory turnoverturns: are calculated as the ratio of cost of material compared to the average inventory for that period.the December 31, 2015. For the year ended December 31, 2014,2015, our inventory turnover was 4.65 compared to 3.92turns were1.91compared to4.65 for the same period in 2013.2014.
Days salesSales in backlog areBacklog is calculated based on our back log divided by average daily sales during that period. For the year ended December 31, 2014, Days Sales2015, days sales in Backlog was 240backlog was349 days compared to 145 daysto266days for the same period in 2013.
Our backlog as of December 31, 2014 was $2,579,343 compared to $1,429,555 as of December 31, 2013.2014.
Days salesreceivables outstanding is calculated as the ratio of average accounts receivable during that period compared to average daily sales for the same period, this has deteriorated as a result of our customers stretching out payments and adverse economic conditions in general.period. For the year ended December 31, 2014,2015, days receivables outstanding was 39was61 days compared to 67to39 days for the same period in 2013.2014.
Days payablePayable outstanding is calculated as the ratio of average accounts payable during that period compared to average daily sales for the same period. For the year ended December 31, 2014, day’s2015, days payable outstanding was 68was127 days compared to 76to68days for the same period in 2013.
202014.
Critical Accounting Policies and basis of presentation
The accompanying financial statements of the Company have been prepared in accordance with the instructions to Form 10-K for the fiscal year ending December 31, 2014.
We follow United States Generally Accepted Accounting Principles, or GAAP. Certain of the principles involve selection among alternatives and choices of methods, which are described in the footnotes to our financial statements.
Cash and Cash Equivalents
We maintain the majority of its cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”(“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.
Accounts Receivable
We grant credit to our customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us.
Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of December 31, 2014,2015, we had a reserve for potentially un-collectable accounts of $70,000.$7,000. Five (5) customers accounted for approximately 80%94% of accounts receivable at December 31, 20142015 and one customer accounted for 26%55% and no other customer accounted for more than 22%14% of the accounts receivable balance. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant.
Inventory
Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of December 31, 2014,2015, we had a reserve for potentially obsolete inventory of $270,000.$250,000.
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Property and Equipment
Property and equipment are stated at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. We follow the practice of capitalizing property and equipment purchased over $5,000. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:
Furniture and fixtures 3 to 7 years
Equipment 7 to 10 years
Leasehold improvements 2 years (life of the lease)
21
Long –Lived–Lived Assets
Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.
Revenue Recognition
Revenue from product and services are recognized at the time goods are shipped or services are provided to the customer, with an appropriate provision for returns and allowances. Terms are generally FOB origination with the right of inspection and acceptance. We have not experienced a material amount of rejected or damaged product.
Fair Value of Financial Instruments
The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.
Other Comprehensive Income
We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.
Net Profit/(Loss) per Common Share
Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At December 31, 2014,2015, we had outstanding common shares of 30,676,445139,446,765 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at December 31, 2015 and 2014 were 59,583,060 and 2013 were 25,980,566, and 22,243,577, respectively. As of December 31, 2014,2015, we had outstanding warrants to purchase 1,050,000 additional common shares and options to purchase 107,78975,122 additional common shares. Fully diluted weighted average common shares and equivalents for the years ended 2014 and 2013 were withheld from the calculation in 2014, as they were anti-dilutive due to the net loss.considered anti-dilutive.
Research and Development
We havehad curtailed all research and development and were focusing our business on its core business of electronics contract manufacturing.
However, on September 11, 2015 (the “Effective Date”), Clean Energy HRS LLC (“CE HRS”), a wholly owned subsidiary of Probe Manufacturing, Inc. (together with its consolidated subsidiaries, the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with General Electric International, Inc., a Delaware corporation (“GEII”), pursuant to which the Company acquired GEII’s Heat Recovery Solutions (“HRS”) assets, including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The HRS assets will be used by the Company to manufacture and commercialize Organic Rankine Cycle (“ORC”)-based heat recovery power systems. The ORC system comprises GEII’s
24
proprietary Clean Cycle turbine generator system and integrated power module, together with related components, controls, power electronics, software and equipment. The Company co-locate and integrated the HRS assets with the Company’s existing business at the current HRS facility in Costa Mesa, California. We are in the process of analyzing this segment and research and development requirements.
Research and Development Costs incurred in association with the alternative fuels technology development (which include salaries and equipment) were expensed as incurred. We had no expenses in Research and Development Costs during the years ended December 31, 20142015 and 2013.2014.
Segment Information
FASB Codification Topic 280,Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As identified above in the research and development section, this is a new segment and we operate our primary business of electronics contract manufacturing.are in the process analyzing the appropriate segment information moving forward.
Share Based Compensation
For a discussion on share based compensation and recently issued accounting pronouncements relating to share based compensation, see Note 2, Basis of Presentation and Summary of Significant Accounting Policies, to our accompanying audited financial statements.
22
Income Taxes
For a discussion income taxes and recently issued accounting pronouncements relating to share based compensation, see Note 2, Basis of Presentation and Summary of Significant Accounting Policies, to our accompanying financial statements.
Result of operationsResults for the Year Ended December 31, 2015 Compared to the Year Ended December 31, 2014
The following table summarizes certain items in the statements of operations as a percentage of net sales. The financial information and discussion below should be read in conjunction with the accompanying financial statements and notes thereto.
Probe Manufacturing, Inc. | ||
Statement of Operations | ||
for the years ended December 31, | ||
|
|
|
|
|
|
|
| Restated |
| 2014 | 2013 |
|
|
|
Sales | 100% | 100% |
Cost Of Goods Sold | 78% | 74% |
Gross Profit | 22% | 26% |
|
|
|
General And Administrative | 45% | 39% |
Share Based Compensation | 5% | 0% |
Net Profit / (Loss) From Operations | -27% | -12% |
| 0% | 0% |
Gain on forgiveness of debt | 0% | 0% |
Gain on conversion of accrued interest on preferred dividend | 1% | 0% |
Interest Expense | -9% | -9% |
Net Profit / (Loss) Before Income Taxes | -35% | -20% |
Income Tax Expense | 0% | 0% |
Net Profit / (Loss) | -35% | -20% |
Clean Energy Technologies, Inc. | ||
(formerly Probe Manufacturing, Inc.) | ||
Consolidated Statement of Operations | ||
For the years ended December 31, | ||
2015 | 2014 | |
Sales | 100% | 100% |
Cost of Goods Sold | 72% | 78% |
Gross Profit | 27% | 21% |
| ||
General and Administrative | 27% | 18% |
Salaries | 57% | 19% |
Facility Lease | 11% | 7% |
Professional fees | 2% | 1% |
Moving Expense | 2% | 0% |
Share Based Compensation | 4% | 5% |
Net Profit / (Loss) From Operations | -74% | -27% |
Loss on impairment of Goodwill | -18% | 0% |
Loss on impairment of Inventory | 0% | 0% |
Financing Fees | -1% | 0% |
Gain on forgiveness of debt | 0% | 0% |
Gain on conversion of accrue interest on preferred dividend | 0% | 1% |
Interest Expense | -15% | -9% |
Net Profit / (Loss) Before Income Taxes | -109% | -35% |
Income Tax Expense | 0% | 0% |
Net Profit / (Loss) | -109% | -35% |
Net Sales
For the year ended December 31, 2014,2015, our revenue was $3,533,502$2,355,012 compared to $3,518,551$3,533,502 for the same period in 2013.2014. Our revenue increaseddecreased by $14,952$1,178,491 for the year ended December 31, 2014,2015, compared to the same period in 2013.2014. Our revenue decreased because, we made an adjustment to our account base to focus on higher gross profit margin, in addition we experienced down time due to the move to the new facility and the shift of business focus. resulting in departing and making correction to the account base, the move into a new building and nonoperational for several months, and establishing a new sales strategy for newly acquired HRS assets.
Major
Major Customers
Our top 5 customers accounted for approximately 80%71% of our net sales for the year ended December 31, 2014,2015, compared to 69%80%, for the same period in 2013.2014. We believe that our ability to grow our core business depends on increasing sales to existing customers, and on successfully attracting new customers. Customer contracts can be canceled and volume levels can be changed or delayed based on our customer’scustomer’s performance and the end users’users’ markets they serve which we have no control over. The timely replacement of delayed, canceled or reduced orders with new business cannot be ensured. In addition, we cannot assume that any of our current customers will continue to utilize our services. Consequently, our results of operations may be materially adversely affected.
Gross Profit
23
For the yearended DecemberyearendedDecember 31, 2014,2015, our gross profits decreased to 22% from 27%profitsincreasedto27% from21% for the same period in 2013. Ourin2014.Our gross profits could vary from period to period and is affected by a number of factors, including product mix, production efficiencies, component availability and costs, pricing, competition, customer requirements and unanticipated restructuring or inventory charges and potential scrap of materials.
Selling, General and Administrative (SG&A) Expenses
For the yearended DecemberyearendedDecember 31, 2014, our SG2015, ourSG&A expense was 45%was28% compared to 39%to18% for the same period in2014. The increase was mainly due to asset acquisition from General Electric.
Salaries Expense
For the yearendedDecember 31, 2015, ourSalariesexpense was57% compared to19% for the same period in2014. The increase was mainly due to asset acquisition from General Electric assets and the transitional salaries expense in 2013. We had Bank charges of $42,108. We also took an additional reservethe fourth quarter.
Facility Lease Expense
For the yearendedDecember 31, 2015, ourFacility Leaseexpense was11% compared to7% for bad debt of $70,000. We also had increases in our rentthe same period in2014. The increase was mainly due to asset acquisition from General Electric assets and latemove into that facility with higher lease rates.
Professional fees both in IrvineExpense
For the yearendedDecember 31, 2015, ourProfessional feesexpense was2% compared to1% for the same period in2014.
Moving expense
26
For the yearendedDecember 31, 2015, ourFacility Leaseexpense was2% compared to0% for the same period in2014. The increase was mainly due to asset acquisition from General Electric assets and in Utah. move into that facility.
Share Based Expense
For the yearendedDecember 31, 2015, oursharebased expensewas4% compared to5% for the same period in2014.
Net(Loss) from operations
For the year ended December 31, 2014,2015, our net loss from operations was (27%(76%)compared to net loss from operations of (12%(27%) for the same period in 2013.2014. This decreaseincrease, was primarily due to the increaseacquisition of costthe Clean Cycle heat recovery system during the year ended 2015.
Loss on impairment of goods soldGoodwill
On January 2. 2016 we closed the Trident facility in Utah and share based expense.
Net Income / Loss
Foras for the year ended December 31, 2014,our net loss was (35%)2015 we booked an impairment of the Goodwill in the amount of $420,673.
Loss on impairment of Inventory
On January 2. 2016 we closed the Trident facility in Utah and as for the year ended December 31, 2015 we booked an impairment of the Inventory of $11,508.
Interest Expense
For the year endedDecember 31, 2015 interest expense was$353,476 compared to net loss of (20)%to$313,254 for the same period in 2013. This decrease was primarily due to the increase of cost of goods sold and share based expense.in2014.
Interest Expense
Net Income / Loss
For the year ended December 31, 2014 interest expense2015, our net loss was $307,421(109%) compared to $307,618net loss of (35)% for the same period in 2013.2014. This increase was primarily due to acquisition of the Clean Cycle heat recovery system assets during the year ended 2015. In addition, we recognized $420, 673 in goodwill impairment, as a result of the closure of the Trident facility.
Liquidity and Capital Resources
PROBE MANUFACTURING, INC. | ||
Condensed Statements of Cash Flows | ||
for the years ended December 31, | ||
|
|
|
|
|
|
| Un-audited | Un-audited |
| 2014 | 2013 |
Net Cash provided / (Used) In Operating Activities | $ (708,337) | $ (103,574) |
Cash Flows Used In Investing Activities | (2,339) | (43,979) |
Cash Flows Provided / (used) By Financing Activities | 731,168 | 135,042 |
Net (Decrease) Increase in Cash and Cash Equivalents | $ 20,492 | $ (12,511) |
Clean Energy Technologies, Inc. | ||
(formerly Probe Manufacturing, Inc.) | ||
Consolidated Statements of Condensed Cash Flows | ||
For the years ended December 31, | ||
2015 | 2014 | |
Net Cash provided / (Used) In Operating Activities | $ (617,553) | $ (708,337) |
Cash Flows Used in Investing Activities | - | (2,339) |
Cash Flows Provided / (used) By Financing Activities | 594,508 | 731,168 |
Net (Decrease) Increase in Cash and Cash Equivalents | $ (23,045) | $ 20,492 |
Capital Requirements for long-term Obligations
2016 | 2017 | 2018 | |
Note payable General Electric | 315,218 | 630,436 | 254,346 |
None.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Future Financing
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Off-balance Sheet Arrangement
We currently have no significant off-balance sheet arrangements.arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Contractual Obligations
24
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Item 7a.Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
2528
Item 8. Financial Statements and Supplemental Data.
CLEAN ENERGY TECHNOLOGIES, INC.
(f/k/a PROBE MANUFACTURING, INC.)
(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED FINANCIAL STATEMENTS
10-K
DECEMBER 31, 2015
FINANCIAL STATEMENT TABLE OF CONTENTS
FINANCIAL STATEMENTS
| Page |
Report of independent registered public accounting firm |
|
Consolidated Balance Sheet as of December 31, |
|
Consolidated Statement of Operations for the years ended December 31, |
|
Consolidated Statement of Stockholders Equity for the years ended December 31, |
|
Consolidated Statement of Cash flows for the years ended December 31, |
|
Footnotes to the Consolidated Financial Statements |
|
26
29
509.624.9223 218 North Bernard Street
Financial Statementsmail@fruci.com Spokane, WA 99201
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors andStockholdersandStockholders of Probe Manufacturing,Clean Energy Technologies, Inc.
We have audited the accompanying consolidated balance sheets of Probe Manufacturing,Clean Energy Technologies, Inc. as of December 31, 20142015 and 2013,2014, and the related consolidated statements of operations, stockholders’income, stockholders’ equity, and cash flows for each of the two years in the two-year period ended December 31, 2014. Probe Manufacturing,2015. Clean Energy Technologies, Inc.’s’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’scompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 providesaudits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Probe Manufacturing,Clean Energy Technologies, Inc. as of December 31, 20142015 and 2013,2014, and the results of its operations and its cash flows for each of the two years in the two-year period ended December 31, 2014,2015, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a history of operating losses, has limited cash resources, and its viability is dependent upon its ability to meet future financing requirements. These factors raise substantial doubt about the Company’sCompany’s ability to continue as a going concern. Management’sManagement’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Fruci & Associates II, PLLC (f/k/a MartinelliMick PLLC) | |
Spokane, WA | |
April 14, 2016 | |
MartinelliMick PLLC
Spokane, Washington
April 27, 2015
27
PROBE MANUFACTURING, INC. | Condensed Balance Sheet | |||||
|
| Clean Energy Technologies, Inc. | (formerly Probe Manufacturing, Inc.) | Consolidated Balance Sheet | ||
|
|
| Restated | |||
|
| December 31, | December 31, | December 31, | December 31, | |
|
| 2014 | 2013 | 2015 | 2014 | |
Assets | Assets |
|
| Assets | ||
Current Assets: | Current Assets: |
|
| Current Assets: | ||
| Cash | $ 27,241 | $ 6,749 | Cash | $ 4,196 | $ 27,241 |
| Accounts receivable - net | 306,540 | 429,413 | Accounts receivable - net | 474,699 | 306,540 |
| Inventory | 557,382 | 695,935 | Inventory | 1,207,409 | 557,382 |
| Total Current Assets | 891,163 | 1,132,097 | Total Current Assets | 1,686,304 | 891,163 |
Property And Equipment - Net | 123,001 | 142,058 | ||||
Property and Equipment - Net | 215,755 | 123,001 | ||||
Goodwill | 747,976 | 420,673 | ||||
|
|
|
| License | 354,322 | - |
| Goodwill | 420,673 | 420,673 | Patents | 186,813 | - |
| Other Assets | 35,056 | 42,444 | Other Assets | 57,708 | 35,056 |
Total Assets | Total Assets | $ 1,469,893 | $ 1,737,272 | Total Assets | $ 3,248,878 | $ 1,469,893 |
|
|
|
| |||
Liabilities And Stockholders' ( Deficit ) |
|
| ||||
Liabilities and Stockholders' (Deficit) | ||||||
Current Liabilities: | Current Liabilities: |
|
| Current Liabilities: | ||
Bank Overdraft | - | 48,744 | ||||
Accounts payable - trade | 609,407 | 566,520 | ||||
| Bank Overdraft | $ 48,744 | $ 16,098 | Accrued Expenses | 1,412,742 | 233,349 |
| Accounts payable - trade | 574,520 | 661,774 | Accrued Expenses Related Party | 143,038 | 85,942 |
| Accrued Expenses | 311,291 | 169,266 | Warranty Liability | 241,612 | - |
| Notes Payable - Current | 556,523 | 183,567 | Notes Payable - Current | 1,291,922 | 556,523 |
| Total Current Liabilities | 1,491,078 | 1,030,705 | Total Current Liabilities | 3,698,721 | 1,491,078 |
Long-Term Debt: | Long-Term Debt: |
|
| Long-Term Debt: | ||
| Notes Payable | 38,147 | - | Notes Payable | 800,000 | 38,147 |
| Net Long-Term Debt | 38,147 | - | Net Long-Term Debt | 800,000 | 38,147 |
Total Liabilities | Total Liabilities | $ 1,529,225 | $ 1,030,705 | Total Liabilities | 4,498,721 | 1,529,225 |
|
|
|
| |||
Commitments and Contingencies | - | - | ||||
| Commitments & Contingencies | - | - | |||
|
|
|
| |||
Stockholders' ( Deficit ) |
|
| ||||
Stockholders’ (Deficit) | ||||||
| Preferred D stock, stated value $100 per share; 20,000 shares authorized; 7,500 shares and 7,500 shares issued and outstanding respectively | 750,000 | 750,000 | Preferred D stock, stated value $100 per share; 20,000 shares authorized; 5000 shares and 0 shares issued and outstanding respectively | 750,000 | 750,000 |
| Common stock, $.001 par value; 400,000,000 shares authorized; 30,676,445 and 24,251,945 shares issued and outstanding respectively | 30,678 | 24,253 | Common stock, $.001 par value; 400,000,000 shares authorized; 139,446,765 and 30,676,445 shares issued and outstanding as of December 31, 2015 and December 31, 2014 respectively | 139,448 | 30,678 |
| Shares to be issued | 93,199 | - | Shares to be issued | - | 93,199 |
| Additional paid-in capital | 1,372,627 | 1,002,956 | Additional paid-in capital | 2,736,480 | 1,372,627 |
| Treasury Stock | (633) | (633) | Treasury Stock | (633) | (633) |
| Accumulated deficit | (2,305,203) | (1,070,009) | Accumulated deficit | (4,875,138) | (2,305,203) |
| Total Stockholders' ( Deficit ) | (59,331) | 706,567 | Total Stockholders’ (Deficit) | (1,249,843) | (59,332) |
Total Liabilities And Stockholders' Deficit | $ 1,469,893 | $ 1,737,272 | ||||
Total Liabilities and Stockholders' Deficit | $ 3,248,878 | $ 1,469,893 | ||||
The accompanying footnotes are an integral part of these financial statements
28
Clean Energy Technologies, Inc. | ||
(formerly Probe Manufacturing, Inc.) | ||
Consolidated Statement of Operations | ||
For the years ended December 31, | ||
2015 | 2014 | |
Sales | $ 2,355,012 | $ 3,533,503 |
Cost of Goods Sold | 1,686,116 | 2,741,147 |
Gross Profit | 668,896 | 792,356 |
| ||
General and Administrative | 636,294 | 652,996 |
Salaries | 1,342,158 | 664,858 |
Facility Lease | 260,091 | 242,871 |
Professional fees | 47,383 | 35,862 |
Moving Expense | 50,132 | - |
Share Based Expense | 85,450 | 160,000 |
Total Expenses | 2,421,508 | 1,756,587 |
Net Profit / (Loss) From Operations | (1,752,612) | (964,231) |
Loss on impairment of Goodwill | (420,673) | - |
Loss on impairment of Inventory | (11,508) | - |
Financing Fees | (31,667) | - |
Gain on forgiveness of debt | - | 5,833 |
Gain on conversion of accrue interest on preferred dividend | - | 36,458 |
Interest Expense | (353,476) | (313,254) |
Net Profit / (Loss) Before Income Taxes | (2,569,936) | (1,235,194) |
Provision for Income Tax Expense | - | - |
Net Profit / (Loss) | $ (2,569,936) | $ (1,235,194) |
Per Share Information: | ||
Basic and diluted weighted average number | ||
of common shares outstanding | 59,583,060 | 25,980,566 |
Net Profit / (Loss) per common share basic and diluted | (0.04) | (0.05) |
Probe Manufacturing, Inc. | ||
Statement of Operations | ||
for the years ended December 31, | ||
|
|
|
|
|
|
|
| Restated |
| 2014 | 2013 |
|
|
|
Sales | $ 3,533,503 | $ 3,518,551 |
Cost of Goods Sold | 2,741,147 | 2,551,447 |
Gross Profit | 792,356 | 967,104 |
|
|
|
General And Administrative | 1,596,587 | 1,365,588 |
Share Based Expense | 160,000 | 9,051 |
Net Loss From Operations | (964,231) | (407,535) |
|
|
|
Gain on forgiveness of debt | 5,833 | - |
Gain on conversion of accrued interest on preferred dividend | 36,458 | - |
Interest Expense | (313,254) | (307,618) |
Net Loss Before Income Taxes | (1,235,194) | (715,153) |
Provision for Income Taxes | - | - |
Net Profit / (Loss) | $ (1,235,194) | $ (715,153) |
|
|
|
Per Share Information: |
|
|
Basic and Diluted weighted average number |
|
|
of common shares outstanding | 25,980,566 | 22,243,577 |
|
|
|
Basic and Diluted Net Loss per common share | $ (0.05) | $ (0.03) |
| Probe Manufacturing, Inc. | |||||||||||
| Consolidated Statement of Stockholders Equity | |||||||||||
| Common Stock | Preferred Stock | Treasury Stock | Shares to be Issued |
|
|
| |||||
Description | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid in Capital | Accumulated Deficit | Stock | |
Balance 12/31/2012 | 20,331,906 | $ 20,333 | - | $ - | 11,500 | $(633) |
|
| $ 620,129 | $ (354,856) | $ 284,973 | |
|
|
|
|
|
|
|
|
|
|
|
| |
Shares issued For Services | 110,000 | 110 |
|
|
|
|
|
| 10,890 |
| 11,000 | |
Shares issued For Services |
|
|
|
|
|
|
|
| (10,000) |
| (10,000) | |
Shares issued to employees | 10,000 | 10 |
|
|
|
|
|
| 990 |
| 1,000 | |
Shares due to rounding | 39 | 0 |
|
|
|
|
|
| - |
| 0 | |
Conversion of Promissory Note | 1,200,000 | 1,200 |
|
|
|
|
|
| 118,800 |
| 120,000 | |
Issued Preferred Shares |
|
| 5,000 | 500,000 |
|
|
|
|
|
| 500,000 | |
Shares issued for Trident Acquisition | 1,600,000 | 1,600 |
|
|
|
|
|
| 156,096 |
| 157,696 | |
Issued Preferred Shares |
|
| 2,500 | 250,000 |
|
|
|
|
|
| 250,000 | |
Issued common Shares | 1,000,000 | 1,000 |
|
|
|
|
|
| 99,000 |
| 100,000 | |
|
|
|
|
|
|
|
|
|
|
| - | |
Share Based compensation |
|
|
|
|
|
|
|
| 7,051 |
| 7,051 | |
Net Profit |
|
|
|
|
|
|
|
|
| (715,153) | (715,153) | |
12/31/2013 (restated) | 24,251,945 | 24,253 | 7,500 | 750,000 | 11,500 | (633) | - | - | 1,002,956 | (1,070,009) | 706,568 | |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| - | |
Stock issued for cash | 1,000,000 | 1,000 |
|
|
|
|
|
| 99,000 |
| 100,000 | |
Conversion of Interest | 729,167 | 729 |
|
|
|
|
|
| 21,146 |
| 21,875 | |
Shares issued for cash | 1,945,333 | 1,945 |
|
|
|
|
|
| 114,775 |
| 116,720 | |
Shares to be issued |
|
|
|
|
|
|
|
|
|
| - | |
Shares Issued for Consulting | 1,900,000 | 1,900 |
|
|
|
|
|
| 93,100 |
| 95,000 | |
Shares Issued for Compensation | 450,000 | 450 |
|
|
|
|
|
| 22,050 |
| 22,500 | |
Shares Issued For BOD Fees | 400,000 | 400 |
|
|
|
|
|
| 19,600 |
| 20,000 | |
Shares to be issued |
|
|
|
|
|
| 1,628,322 | 93,199 |
|
| 93,199 | |
Net Loss |
|
|
|
|
|
|
|
|
| $ (1,235,194) | (1,235,194) | |
12/31/2014 | 30,676,445 | 30,678 | 7,500 | 750,000 | 11,500 | (633) | 1,628,322 | 93,199 | 1,372,627 | (2,305,203) | (59,331) | |
PROBE MANUFACTURING, INC. | ||||
Consolidated Statements of Cash Flows | ||||
for the years ended December 31, | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restated |
|
|
| 2014 | 2013 |
Cash Flows from Operating Activities: |
|
| ||
| Net Income / ( Loss ) | $ (1,235,194) | $ (715,153) | |
| Adjustments to reconcile net loss to net cash |
|
| |
|
| used in operating activities: |
|
|
|
| Depreciation and amortization | 42,108 | 37,980 |
|
| Share based compensation | 160,000 | 9,051 |
|
| Gain from issuance of Shares for interest conversion | (36,458) | - |
|
| Interest expense converted to common shares | 29,166 | - |
|
| Forgiveness of Debt | (5,833) | - |
|
|
|
|
|
|
| Changes in assets and liabilities: |
|
|
|
| (Increase) decrease in accounts receivable | 107,873 | 674,430 |
|
| (Increase) decrease in inventory | 138,553 | (46,840) |
|
| (Increase) decrease in other assets | 7,388 | 26,552 |
|
| (Decrease) increase in accounts payable | (87,253) | (153,192) |
|
| Other (Decrease) increase in accrued expenses | 171,313 | 63,598 |
Net Cash provided / (Used) In Operating Activities | (708,337) | (103,574) | ||
|
|
|
|
|
Cash Flows from Investing Activities |
|
| ||
| Purchase property plant and equipment | (2,339) | (48,451) | |
| Cash acquired in acquisition | - | 4,472 | |
Cash Flows Used In Investing Activities | (2,339) | (43,979) | ||
|
|
|
|
|
Cash Flows from Financing Activities |
|
| ||
| Bank Overdraft / (Repayment) | 32,646 | 16,098 | |
| (Decrease) increase in advances line of credit | 262,450 | (889,556) | |
| Proceeds from sale of common stock | 287,419 | 220,000 | |
| Proceeds from sale of Preferred Shares stock | - | 750,000 | |
| Proceeds from notes payable | 150,000 | 48,500 | |
| Payments on notes payable | (1,347) | (10,000) | |
Cash Flows Provided / (used) By Financing Activities | 731,168 | 135,042 | ||
|
|
|
|
|
Net (Decrease) Increase in Cash and Cash Equivalents | 20,492 | (12,511) | ||
Cash and Cash Equivalents at Beginning of Period | 6,749 | 19,260 | ||
Cash and Cash Equivalents at End of Period | $ 27,241 | $ 6,749 | ||
|
|
|
|
|
Supplemental Information: |
|
| ||
| Interest Paid in cash | $ 115,576 | $ 30,421 | |
| Shares issued for Acquisition | $ - | $ 157,696 | |
Clean Energy Technologies, Inc. | ||||||||||
(formerly Probe Manufacturing, Inc.) | ||||||||||
Consolidated Statement of Stockholders Equity | ||||||||||
December 31, 2015 | ||||||||||
Common Stock.001 Par | Preferred Stock | Treasury Stock | Common Stockto be issued | |||||||
Description | Shares | Amount | Shares | Amount | Shares | Amount | Amount | Additional Paid in Capital | Accumulated Deficit | Stockholders' Deficit Totals |
12/31/2013 | 24,251,945 | $ 24,253 | 7,500 | $ 750,000 | 11,500 | $ (633) | $ - | $ 1,002,956 | $ (1,070,008) | $ 706,567 |
Stock issued for cash | 2,945,333 | 2,945 | 213,775 | - | 216,720 | |||||
Conversion of Interest | 729,167 | 729 | 21,146 | 21,875 | ||||||
Shares Issued for Consulting | 1,900,000 | 1,900 | 93,100 | 95,000 | ||||||
Shares Issued for Compensation | 450,000 | 450 | 22,050 | 22,500 | ||||||
Shares Issued for BOD Fees | 400,000 | 400 | 19,600 | 20,000 | ||||||
Shares to be issued | 93,199 | 93,199 | ||||||||
Net Loss | (1,235,194) | (1,235,194) | ||||||||
12/31/2014 | 30,676,445 | 30,678 | 7,500 | 750,000 | 11,500 | (633) | 93,199 | 1,372,627 | (2,305,202) | (59,332) |
Stock issued for cash | 5,845,000 | 5,845 | (70,699) | 310,853 | 245,999 | |||||
Shares Issued for Consulting | 215,000 | 215 | 16,235 | 16,450 | ||||||
Shares Issued for Compensation | 400,000 | 400 | 19,600 | 20,000 | ||||||
Shares Issued for BOD Fees | 1,400,000 | 1,400 | (22,500) | 70,100 | 49,000 | |||||
Rounding | (1) | - | ||||||||
Shares issued to ETI Pursuant to the TCF Agreement | 100,910,321 | 100,910 | 199,090 | 300,000 | ||||||
Goodwill from ETI transaction | 747,976 | 747,976 | ||||||||
Net Loss | (2,569,936) | (2,569,936) | ||||||||
12/31/2015 | 139,446,765 | $ 139,448 | 7,500 | $ 750,000 | 11,500 | $ (633) | $ - | $ 2,736,480 | $ (4,875,138) | $ (1,249,843) |
The accompanying footnotes are an integral part of these financial statements
3133
Clean Energy Technologies, Inc. | ||||
(formerly Probe Manufacturing, Inc.) | ||||
Consolidated Statements of Cash Flows | ||||
For the years ended December 31, | ||||
2015 | 2014 | |||
Cash Flows from Operating Activities: | ||||
Net Income / (Loss) | $ (2,569,936) | $ (1,235,194) | ||
Adjustments to reconcile net loss to net cash | ||||
used in operating activities: | ||||
Depreciation and amortization | 42,122 | 42,108 | ||
Share based compensation | 85,450 | 160,000 | ||
Gain from issuance of Shares for interest conversion | - | (36,458) | ||
Interest expense converted to common shares | - | 29,166 | ||
Forgiveness of debt | - | (5,833) | ||
Goodwill impairment | 420,673 | - | ||
Changes in assets and liabilities: | ||||
(Increase) decrease in accounts receivable | 49,425 | 107,873 | ||
(Increase) decrease in inventory | 198,002 | 138,553 | ||
(Increase) decrease in other assets | (22,652) | 7,388 | ||
(Decrease) increase in accounts payable | 42,874 | (87,253) | ||
Other (Decrease) increase in accrued expenses | 1,079,393 | 92,663 | ||
Other (Decrease) increase in accrued expenses - Related Party | 57,096 | 78,650 | ||
Net Cash Used in Operating Activities | (617,553) | (708,337) | ||
Cash Flows from Investing Activities | ||||
Purchase property plant and equipment | - | (2,339) | ||
Purchase of patents and Licenses | - | - | ||
Cash Flows Used in Investing Activities | - | (2,339) | ||
Cash Flows from Financing Activities | ||||
Bank Overdraft / (Repayment) | (48,744) | 32,646 | ||
(Decrease) increase in advances line of credit | 392,828 | 262,450 | ||
Proceeds from sale of common stock | 246,000 | 287,419 | ||
Proceeds from Sale of common stock to ETI Pursuant to the TCF Agreement | 300,000 | - | ||
Proceeds from notes payable | 32,000 | 150,000 | ||
Payments on notes payable | (327,576) | (1,347) | ||
Cash Flows Provided by Financing Activities | 594,508 | 731,168 | ||
Net (Decrease) Increase in Cash and Cash Equivalents | (23,045) | 20,492 | ||
Cash and Cash Equivalents at Beginning of Period | 27,241 | 6,749 | ||
Cash and Cash Equivalents at End of Period | $ 4,196 | $ 27,241 | ||
Supplemental Cash flow Information: | ||||
Interest Paid | $ 327,582 | $ 115,576 | ||
Taxes Paid | $ - | $ - | ||
Supplemental Non-Cash Disclosure | ||||
Inventory Acquired | $ 848,029 | $ - | ||
Lease Assets Acquired | $ 217,584 | $ - | ||
Property plant and Equipment Acquired | $ 130,887 | $ - | ||
Intangible Assets Acquired | $ 545,112 | $ - | ||
Warranty Liability Assumed | $ (241,611) | $ - | ||
Note Payable for Assets Purchased | $ (1,400,000) | $ - | ||
Assumed Severance Liability | $ (100,000) | $ - | ||
The accompanying footnotes are an integral part of these financial statements
Clean Energy Technologies, Inc.
(f/k/a Probe Manufacturing, Inc.)
Notes to Consolidated Financial Statements
For The Years Ended December 31, 2014 And 2013
Notes 1- GENERAL
The Company
Clean Energy Technologies, Inc. (f/k/a Probe Manufacturing, Inc.) (the “Company,“Company,” “Probe,“Clean Energy,” or “PMI”“CETY”) headquartered in Irvine,Costa Mesa, California,designs, builds and markets clean energy products focused on energy efficiency and environmentally sustainable technologies. The Company’s principal product is the Clean CycleTM generator, offered by its wholly owned subsidiary Heat Recovery Solutions. The Heat Recovery Solutions system captures waste heat from a product development accelerator providingvariety of sources and turns it into electricity that users can use or sell back to the grid. CETY’s proven cutting-edge technology allows any commercial or industrial heat generators to boost their overall energy efficiency with no fuel, no pollutants and virtually no maintenance. Company’s engineering and manufacturing resources support its heat recovery solutions business, as well as continuing to support other Clean Energy emerging growth companies with their technologies. CETY is positioned to become a worldwide leader in an ever expanding energy efficiency market.
Our growth strategy is to scale our business by focusing on new market segments & regions in the fuel, incentive and process markets, sell equipment direct and through the global distribution channels, build and lease systems sites in island nations to offset the cost of their diesel fuel & emissions, license patented technology and proprietary process, develop cogeneration and OEM opportunities and develop higher output generators while lowering cost.
Our initial acquisition in clean energy is the proprietary turbine technology for Organic Rankine Cycle (“ORC”)-based heat recovery power systems, which matches our manufacturing and engineering strengths. Our engineering and manufacturing services also provide a source of revenue and assist in providing opportunities for potential business and intellectual property acquisitions.
On September 11, 2015, Clean Energy HRS LLC (“CE HRS”), a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement with General Electric International, Inc., a Delaware corporation (“GEII”), pursuant to startupswhich CE HRS acquired GEII’s Heat Recovery Solutions, or HRS, assets, including intellectual property, patents, trademarks, machinery, equipment, tooling and venture capital backed companiesfixtures. The HRS assets will be used by the Company to manufacture and commercialize Organic Rankine Cycle (“ORC”)-based heat recovery power systems. The ORC system comprised GEII’s proprietary Clean Cycle™ turbine generator system and integrated power module, together with emphasis in cleantech. Our cross-market segment experience from medical, instrumentation, to aerospace helps us bring effective solutions to tough technical product developmentrelated components, controls, power electronics, software and equipment. The Company co-located and integrate the HRS assets with the Company’s existing engineering and manufacturing problems. Our revenuebusiness at the former GEII facility in Costa Mesa, California. The consideration for the purchase of the HRS assets was set forth in the Asset Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8K dated September 11, 2015. CE HRS issued a three-year promissory note to GEII with respect to payment of the cash portion of the purchase price and CE HRS assumed certain liabilities of GEII related to the acquired assets. In connection with the Asset Purchase Agreement, the Company also entered into various ancillary agreements customary for asset acquisition transactions of this type.
In connection with the HRS asset transaction, on September 15, 2015, the Company entered into a Transaction Completion and Financing Agreement (the “TCF Agreement”) with ETI Partners IV LLC, a Delaware limited liability company (“ETI”), pursuant to which the Company and ETI implemented a structure to provide for the Company to raise up to $5,000,000 in financing. In connection with the TCF Agreement, the Company agreed to issue to ETI 104,910,321 shares of restricted common stock, representing 70% of the fully diluted common stock of the Company upon receipt of an initial $500,000 in financing, which occurred during the quarter ending December 31, 2015. In conjunction with the TCF Agreement, the Company and ETI also entered into a Loan, Guarantee, and Collateral Agreement (the “Loan Agreement”) and a Registration Rights Agreement. Financing to the Company is generated from salesintended to be provided pursuant to the Loan Agreement and any shares issued or issuable in connection with the financing are granted certain demand registration rights pursuant to the Registration Rights Agreement. Pursuant to the TCF Agreement, the Company expanded its Board of our core expertise in manufacturing, project managementDirectors to 11 directors, and product development incubation services.ETI nominated and elected five persons to the Board of Directors. In connection with the TCF Agreement, the Company also entered into various ancillary agreements customary for investment loan transactions of this type. On October 2, 2015, the Company issued an aggregate of 100,910,321 shares of common stock to one investor pursuant to the Transaction Completion and Financing Agreement and 4,000,000 to one investor. All such shares were issued to the accredited investors for cash of $500,000.
We are realigning
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ETI Capital Partners IV (ETI) acquired a 70 % interest in Clean Energy Technologies, Inc. (CETI) formerly Probe Manufacturing, Inc. for $300,000 in cash. on October 1,2015. This transaction resulted in a change of control. According to FASB No. 2014-17 Business Combinations (Topic 805) and as a result, this transaction does qualify as a business combination, ETI is not an investment company. CETI elected to apply pushdown accounting, using the valuation date of September 30, 2015. As a result, we recognized $747,976 in goodwill
ETI Recognized | |
Assets Acquired | 2,949,592 |
Liabilities Acquired | 3,589,558 |
Cash paid | 300,000 |
Non-controlling interest | 191,990 |
Goodwill recognized | 747,976 |
CETI - Push down accounting election | |
Cash Received | 300,000 |
Goodwill recognized | 747,976 |
Equity | 1,047,976 |
As part of completing the acquisition of the HRS assets pursuant to the Asset Purchase Agreement and the TCF Agreement and integration thereof into our business, we changed our name to “Clean Energy Technologies, Inc.” on November 13, 2015to better reflect the focus of our new business and business strategies.
Previously, in March 2013, pursuant to an Agreement and Plan of Acquisition with Trident Manufacturing, Inc., a Utah corporation (“Trident”) and the company toshareholders of Trident, we acquired 100% of the issued and outstanding common stock shares of Trident in exchange for 1,600,000 shares of our innovation & incubation services with emphasis in Cleantech and high growth opportunities. Our new focus and our upcoming programs include offering product development acceleration to startups and VC backed companies. Our Growth strategy is to leverage our currency and core competencies in product development incubation, project management and manufacturing for increased sales and equity opportunities.restricted shares of common stock. As a result of this new focusthe acquisition, Trident became a wholly-owned subsidiary of the Company. Trident is a full-service electronics manufacturing services company with a 16,000 sq. ft. manufacturing facility in Salt Lake City, Utah, servicing the industrial, aerospace, military, instrumentation, and medical markets since 2005.As of the Trident acquisition, we are exploring several opportunities abroad as well asrecognized $420,673 in goodwill. For the year ended December 31, 2015, we impaired the goodwill in the United States.
We offer our customers’ integrated design and manufacturing services, from initial product design to production and pre and post sales services. Our engineering services include product design, printed circuit board layout, prototyping, and test development. Our supply chain management solutions include purchasing, managementamount of materials, and order fulfillment. Our manufacturing services include printed circuit board assembly, cable assembly, mechanical assembly, and fully integrated box build systems for high complexity electronics.$420,673.
Going Concern
The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’sstockholder’s deficit of $59,331$1,249,843 and a working capital deficit of $599,915$2,012,417 and a net loss of $1,235,194$2,569,936 for the year ended December 31, 2014 and2015. The company also had an accumulated deficit of $2,305,203$4,875,138 as of December 31, 20142015 and used $708,337$617,553 in net cash from operating activities for the year ended December 31, 2014.2015. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach a profitable operating stand and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations.
Our operating results are affected by a numberPlan of factors, including the following:
· changes in the macro-economic environment and related changes in consumer demand;
· the mix of the manufacturing services we are providing, the number and size of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;
· the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;
· our components offerings which have required that we make substantial investments in the resources necessary to design and develop these products;
· our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;Operation
Plan of Operations
Management is taking the following steps to sustain profitability and growth: (i) organic growth onlyincrease sales through targeted profitableexisting global distribution channels and scalable customersutilization of direct sales (ii) sell electricity by kWH to Island nations where the cost of energy is higher and it can offset the cost of their fuel and reduce emissions.(iii) leveraging our currency and core competencies in product development incubation,to acquire technologies and entertain equity opportunities and (iv) license patented technology and proprietary process and develop cogeneration and OEM opportunities.
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project management and manufacturing for manufacturing rights, increased sales and equity opportunities; and (iii) expansion of capabilities and competencies through mergers & acquisitions providing scale, cost synergies and revenue opportunities37
Our future success is likely dependent on our ability to sustain profitable growth and attain additional capital to support our future success is likely dependent on our ability to attain growth capital in order to sustain growth and profitability.growth. There can be no assurance that we will be successful in obtaining any such financing, or that it will be able to generate sufficient positive cash flow from operations. The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern.
There can be no assurances that this financing will be sufficient to sustain profitable growthOur Products and attain additional capital to support growth. There can be no assurance that we will be successful in obtaining any such additional financing, or that we will be able to generate sufficient positive cash flowServices
Our main product, the Clean Cycle™ HRS system, converts heat from operations.variety of heat sources into clean, affordable electricity. Our heat recovery solution system generates electricity from heat with zero fuel required, zero emissions produced, and low maintenance. The successful outcome of these or any future activities cannot be determined at this time and thereClean Cycle™ HRS system is no assurance that if achieved, we will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should we be unable to continue as a going concern. also re-deployable with continuous 24x7 operation.
Sales and Marketing
Our marketing approach is to position the Company, our products and our services under our new “Clean Energy Technologies, Inc.” and “CETY” identity and brand. We intend to market our Heat Recovery Solutions products specifically using the market-recognized Clean Cycle™ brand name. We also intend to utilize our relationships to identify new market segments and regions in which we can expand the commercialization of our products. We intend to offer our products for sale and also to commercialize them under leases, energy-based contracts and other financing structures to accelerate customer adoption and increase market penetration. We also intend to explore licensing opportunities for our patented and other proprietary technologies. We utilize both direct sales force and global distributors with expertise in clean energy.
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accompanyingsummary of significant accounting policies of Clean Energy Technologies, Inc. (formerly Probe Manufacturing, Inc.) is presented to assist in the understanding of the Company's financial statements. The financial statements and notes are representations of the Company have been prepared in accordance with the instructions to Form 10-KCompany's management, who is responsible for the fiscal years ending December 31, 2014their integrity and 2013.objectivity.
We follow the Generally Accepted Accounting Principles of theUnited States, or GAAP. Certain of the principles involve selection among alternatives and choices of methods, which are described in the footnotes to our audited financial statements.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.
Cash and Cash Equivalents
We maintain the majority of itsour cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”(“FDIC”) up to $250,000 per commercial bank. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.
Accounts Receivable
We grant credit to itsour customers located within the United States of America; and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of December 31, 2014,2015, we had a reserve for potentially un-collectable accounts of $70,000.$7,000. Five (5) customers accounted for approximately 80%94% of accounts receivable at December 31, 20142015 and one customer accounted for 29%55% and no other customer accounted for more than 24%14% of the accounts receivable balance. Our trade accounts primarily represent unsecured receivables. Historically, our bad debt write-offs related to these trade accounts have been insignificant.
Inventory
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Inventory
Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of December 31, 2014,2015, we had a reserve for potentially obsolete inventory of $270,000.$250,000.
Property and Equipment
Property and equipment are statedrecorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:
Furniture and fixtures 3 to 7 years
Equipment 7 to 10 years
Leasehold improvements 2 years (life of
Depreciation expense totaled $38, 145 and $42,108 for the lease)year ended December 31, 2015 and 2014, respectively.
Long –Lived–Lived Assets
Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.
Revenue Recognition
Revenue from product and services are recognized at the time goods are shipped or services are provided to the customer, with an appropriate provision for returns and allowances. Terms are generally FOB origination with the right of inspection and acceptance. We have not experienced a material amount of rejected or damaged product.
The Company provides services for its customers that range from contract design to original product design to repair services. The Company recognizes service revenue when the services have been performed, and the related costs are expensed as incurred.
Fair Value of Financial Instruments
The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.
Other Comprehensive Income
We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.
Net Profit / (Loss) per Common Share
Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At December 31, 2014,2015, we had outstanding common shares of 30,676,445 and shares to be issued of 1,628,322139,446,765 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at December 31, 2015 and 2014 were 59,583,060 and 2013 were 25,980,566, and 22,243,577, respectively. As of December 31, 2014,2015, we had outstanding warrants to purchase 1,050,000 additional common shares and options to purchase 107,78975,122 additional common shares. Fully diluted weighted
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average common shares and equivalents for the years ended 2014 and 2013 were withheld from the calculation in 2014, as they were anti-dilutive due to the net loss.considered anti-dilutive.
Research and Development
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We had curtailed all research and development and were focusing our business on its core business of electronics contract manufacturing.
However, on September 11, 2015 (the “Effective Date”), Clean Energy HRS LLC (“CE HRS”), a wholly owned subsidiary of Probe Manufacturing, Inc. (together with its consolidated subsidiaries, the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with General Electric International, Inc., a Delaware corporation (“GEII”), pursuant to which the Company acquired GEII’s Heat Recovery Solutions (“HRS”) assets, including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The HRS assets will be used by the Company to manufacture and commercialize Organic Rankine Cycle (“ORC”)-based heat recovery power systems. The ORC system comprises GEII’s proprietary Clean Cycle turbine generator system and integrated power module, together with related components, controls, power electronics, software and equipment. The Company co-locate and integrated the HRS assets with the Company’s existing business at the current HRS facility in Costa Mesa, California. We are in the process of analyzing this segment and research and development requirements.
Research and Development Costs incurred in association with the alternative fuels technology development (which include salaries and equipment) were expensed as incurred. We had no amounts of R&Dexpenses in Research and Development Costs during the years ended December 31, 20142015 and 2013.2014.
Segment DisclosureInformation
FASB Codification Topic 280,Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’senterprise’s reportable segments. We have determined thatAs identified above in the research and development section, this is a new segment and we have one reportableare in the process analyzing the appropriate segment with contract electronics manufacturing. As such, our operations have been aggregated into one reportable segment for all periods presented.information moving forward.
Share BasedShare-Based Compensation
The companyCompany has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”“Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718,Compensation-Stock Compensation), which supersedes APB Opinion No. 25, “Accounting“Accounting for Stock Issued to Employees”,Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black- ScholesBlack-Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of SFAS No. 123R; however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility; however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our industry. For the “risk-free“risk-free interest rate”,rate,” we use the Constant Maturity Treasury rate on 90 day90-day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the companyCompany has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20 trading day20-trading-day average. At the time of grant, the share based-compensationshare-based compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.
We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share basedshare-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the years ended December 31, 20142015 and 20132014 we had $160,000$85,450 and $9,051,$160,000 respectively, in share based expense, due to the issuance of common stock shares.stock. As of December 31, 20142015 we had $0 inno further non-vested expense to be recognized. In addition we recognized $6,927 in 2013 for the issuance of common stock warrants
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Income Taxes
The Company accounts for income taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25, Accounting for Uncertainty in Income Taxes), which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting
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and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. As of December 31, 2014,2015, we had a net operating loss carry forwardcarry-forward of $(2,090,938)approximately $5,000,000 and a deferred tax asset of $810,185approximately $1,731,293 using the statutory rate of 34%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(810,185)$(1,731,293). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2015, the Company had not taken any tax positions that would require disclosure under FASB ASC 740.
| December 31, 2014 | December 31, 2013 | December 31, 2015 | December 31, 2014 |
Deferred Tax Asset | $ 710,900 | $ 341,872 | $ 1,731,293 | $ 710,900 |
Valuation Allowance | (710,900) | (341,872) | (1,731,293) | (710,900) |
Deferred Tax Asset (Net) | $ - | $ - | ||
We are subject to taxation in the U.S. and the states of California and Utah. Further, the Company currently has no open tax years’ subject to audit prior to December 31, 2011.2012. The Company is current on its federal and state tax returns.
Acquisition of Trident ManufacturingReclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, or stockholders’ equity as previously reported.
On March 15, 2013, we entered into an AgreementBusiness Combination and Plan of Acquisition with Trident Manufacturing, Inc., a Utah corporation, (“Trident”), and the shareholders of Trident, to acquire 100% of the issued and outstanding common stock shares of Trident. Trident is a full-service electronics manufacturing service company with a 16,000 sq. ft. manufacturing facility based in Salt Lake City, Utah and has been servicing the industrial, aerospace, military, instrumentation, and medical markets since 2005.Goodwill
On March 20, 2013, we completed the acquisition of Trident whereby we acquired 100% of the issued and outstanding common stock shares of Trident and all its operational assets in exchange for 1,600,000 shares of our restricted shares of common stock. As a result of the acquisition, Trident has become a wholly-owned subsidiary of Probe Manufacturing, Inc.the Company. As a result, we recognized $420,673 in goodwill. On January 2. 2016 we closed the Trident facility in Utah and as for the year ended December 31, 2015 we booked an impairment of the Goodwill in the amount of $420,673.
Recently Issued Accounting Standards
The allocationCompany is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements.
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Update 2015-16—Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments
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Update 2015-15—Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)
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Update 2015-14—Revenue from Contracts with Customers (Topic 606): Deferral of the purchase price and adjustmentEffective Date
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Update 2015-11—Inventory (Topic 330): Simplifying the Measurement of Inventory
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Update 2015-08—Business Combinations (Topic 805): Pushdown Accounting—Amendments to stockholdersSEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115 (SEC Update)
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Update No. 2015-03’— equity is summarized inInterest—Imputation of Interest (Subtopic 835-30): Simplifying the tables below:Presentation of Debt Issuance Costs
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36Update No. 2015-02—Consolidation (Topic 810): Amendments to the Consolidation Analysis.
NOTE 3 – ACCOUNTS AND NOTES RECEIVABLE
| December 31, 2014 | December 31, 2013 | December 31, 2015 | December 31, 2014 |
Accounts Receivable Trade | $ 376,540 | $ 467,854 | $ 481,699 | $ 376,540 |
Less Reserve for uncollectable accounts | (70,000) | (38,441) | (7,000) | (70,000) |
Accounts and notes receivable (net) | $ 306,540 | $ 429,413 | ||
Accounts Receivable (Net) | $ 474,699 | $ 306,540 |
NOTE 4 – ASSET ACQUISITION
On September 11, 2015, we issued a promissory note in the initial principal amount of $1,400,000 and assumed a pension liability of $100,000, for a total liability of $1,500,000, in connection with the Company’s acquisition from General Electric International, Inc., a Delaware corporation (“GEII”) of certain GEII’s heat recovery solutions, or HRS, assets, including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures.
Acquired Assets | |
Inventory | $ 848,029 |
Leased asset | 217,584 |
Property and Equipment | 130,887 |
Intellectual Property | 545,112 |
Assumed warranty Liability | (241,612) |
Net Assets Acquired | $ 1,500,000 |
NOTE 4 5 – INVENTORY
Inventories by major classification were comprised of the following at:
| December 31, 2014 | December 31, 2013 | December 31, 2015 | December 31, 2014 |
Raw Material | $ 647,824 | $ 677,959 | $ 1,311,069 | $ 647,824 |
Work in Process | 166,529 | 205,813
| 143,119 | 166,529 |
Finished Goods | 13,029 | 17,163 | 3,221 | 13,029 |
Total | 827,382 | 900,935 | 1,457,409 | 827,382 |
Less Reserve for excess or obsolete inventory | (270,000) | (205,000) | ||
Less reserve for excess or obsolete inventory | (250,000) | (270,000) | ||
Total Inventory | $ 557,382 | $ 695,935 | $ 1,207,409 | $ 557,382 |
NOTE 5 6 – PROPERTY AND EQUIPMENT
Property and equipment were comprised of the following at:
| December 31, 2014 | December 31, 2013 | December 31, 2015 | December 31, 2014 |
Capital Equipment | $ 1,938,696 | $ 2,461,728 | $ 1,842,333 | $ 1,938,696 |
Leasehold improvements | 36,686 | 119,536 | - | 36,686 |
Total | 1,748,144 | 2,581,264 | 1,842,333 | 1,975,382 |
Accumulated Depreciation | (1,852,381) | (2,439,206) | (1,626,574) | (1,852,381) |
Net Fixed Assets | $ 123,001 | $ 142,058 | $ 215,759 | $ 123,001 |
NOTE 7 – ACCRUED EXPENSES
December 31, 2015 | December 31, 2014 | |
Accrued Wages | $ 339,329 | $ 125,900 |
Accrued Interest | 27,592 | 51,259 |
Customer deposits | 204,763 | 8,000 |
Accrued Payable to GE - Estimate | 792,868 | - |
Accrued Rent | 48,190 | 48,190 |
Total Accrued Expenses | $ 1,412,742 | $ 233,349 |
NOTE 6 8 – ACCRUED EXPENSES
| December 31, 2014 | December 31, 2013 |
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Accrued Wages | $ 125,900 | $ 54,901 |
Accrued Interest | 137,201 | 66,175 |
Accrued Rent | 48,190 | 48,190 |
Total Accrued Expenses | $ 311,291 | $ 169,266 |
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NOTE 7 – NOTES PAYABLE
Notes payable
The Company executedissued a short termshort-term note payable to an individual, unsecured,secured by the assets of the Company, dated SeptSeptember 6, 2013 in the amount of $50,000 and fixed fee amount of $3,500. As of December 31, 20142015 the outstanding balance was $38,500.
$38,500.
On November 11, 2013, we entered in to an Accounts Receivableaccounts receivable financing agreement with American Interbanc. It bearsInterbanc (now Nations Interbanc). Amounts outstanding under the agreement bear interest at the rate of 2.5% per month on the unpaid balance.month. It is secured by the assets of the company.Company. In addition, it is personally guaranteed by Kambiz Mahdi, our Chief Executive Officer. As of December 31, 20142015, the outstanding balance was $393,399$786,227, compared to $120,387$393,399 at December 31, 2013. 2014.
TheOn November 3, 2009, the Company executed a termissued an unsecured note payable, unsecured, dated November 03, 2009 payable to Linwood Goddard at a 12.00% interest rate, with a 36 month36-month amortization and monthly payments of $334.14. As ofAt December 31, 20142015, the outstanding balance was $4,332.
The Company executed a term note payable, unsecured, datedOn December 24, 2009, the Company issued an unsecured note payable to Linwood Goddard at a 12.00% interest rate, with a 36 month36-month amortization and monthly payments of $334.14. As ofAt December 31, 20142015, the outstanding balance was $4,332.
On August 28, 2014, we entered into aissued an unsecured note for $100,000 with a fixed fee of $20,000, and is amortized over 7 months. On December 22, 2014, the outstanding balance of this note including remaining fees was $58,441, when the outstanding balance was rolled into a new note forin the initial principal amount of $150,000, with fees in the amount of $28,500 and$28,500. The new note amortizes over 18 months.
Related Party – Notes payable
Convertible Promissory Note The outstanding balance at December 31, 2015 was $59,331.
On February 15, 2013 we entered intoSeptember 11, 2015, our CE HRS subsidiary issued a convertible promissory note in the initial principal amount $1,400,000 and assumed a pension liability of $100,000, for a total liability of $1,500,000, in connection with our acquisition of the heat recovery solutions, or HRS, assets of General Electric International, Inc., a related party for $120,000.Delaware corporation (“GEII”), including intellectual property, patents, trademarks, machinery, equipment, tooling and fixtures. The note bears interest at the rate of 10% simple2.66% per annum. The note is payable on the following schedule: (a) $200,000 in principal on December 31, 2015 and (b) thereafter, the remaining principal amount of $1,200,000, together with interest thereon, payable in equal quarterly installments of principal and is convertibleinterest of $157,609.02, commencing on December 31, 2016 and continuing until June 30, 2018, at $.10 per sharewhich time the remaining unpaid principal amount of this note and isall accrued and unpaid interest thereon shall be due on February 15, 2015.
On May 10, 2013 notice of conversion for the entire note was given. The shares were converted at $.10. As a result, the company issued 1,200,000 shares of common stock.
38and payable in full.
Note PayableRequirements for long-term Obligations
2016 | 2017 | 2018 | |
Note payable General Electric | 315,218 | 630,436 | 254,346 |
NOTE 8 9 – COMMITMENTS AND CONTIGENCIESCONTINGENCIES
Operating Rental Leases
On October 14, 2009 we entered into a 5 year lease with Bernard family trust, with a commencement date of December 31, 2009. The facility is approximately 21,300 square feet and located at 17475 Gillette, Irvine CA, 92614.
On March 28, 2011 we signed an amendment to our facility lease with an increase of 1,600 square feet. The increase in the lease commenced on April 1, 2011 and continues through year five. The amended lease has the following payments and terminated on March 31 2015 and is currently on a month to month lease with a monthly rent of $13,845.43
On February 21st,21, 2012 Trident Manufacturing, Inc. entered into a 5 year5-year lease with First Industrial Realty Trust, Inc. with a commencement date of February 21, 2012. The facility is approximately 15,040 square feet and located at 440 West Lawndale Drive, Salt Lake City UT 84115.
|
| |
Year | Annual Rent | Annual Rent |
2015 | 78,960 | |
2016 | 81,216 | 81,216 |
2017 | 13,536 | 13,536 |
Our wholly owned subsidiaryIn April 2015, Trident Manufacturing, a Utah corporation has entered into a sublease agreement with Lucky Spoon, LLC. The termsterm of the terms of this lease commence as ofsublease commenced on April 1st,1, 2015 and shall expireexpires on the last day of the Trident’sTrident’s lease.
On August 27,2015, we entered into a sublease agreement with Rosenson Properties, LLC, a California limited liability company, as landlord, and General Electric International, Inc., a Delaware corporation, as tenant and assignor, for the premises located at 150 Baker Street East, Costa Mesa, California. GEII had entered into a lease dated as of December 17, 2010, as amended by a First Amendment to Lease dated March 11, 2014, wherein Rosenson Properties leased the premises to GEII. The premises consist of approximately 35,704 square feet of space and the lease provides for monthly triple-net lease payments of $22, 973. The lease term ends on March 31, 2016.
|
|
Year | Annual Rent |
2016 | 54,098 |
On May 1, 2016 we will be moving our corporate headquarters to 2990 Redhill Unit A, Costa Mesa, CA. On March 10, 2016, the Company signed a lease agreement for a 18,200 square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2016. Rental is $179,090 for the first twelve months.
Year |
| Lease Payment |
2016 |
| $179,090 |
2017 |
| $221,352 |
2018 |
| $228,000 |
2019 |
| $234,840 |
2020 |
| $241,884 |
2021 |
| $249,132 |
2022 |
| $256,608 |
2023 |
| $44,052 |
Severance Benefits
Effective at December 31, 2015, Mr. Mahdi willwas entitled to receive in the event of his termination without cause a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or two (2) years, whichever is greater.period of (1) year, at an annual salary of $275,000.
Effective at December 31, 2015, Mr. Bennett willwas entitled to receive in the event of his termination without cause a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder or the Employment Periodof his employment period or two (2) years, whichever is greater.greater, at an annual salary of $140,000.
44
NOTE 9 10 – CAPITAL STOCK TRANSACTIONS
On April 21, 2005, our Board of Directors and shareholders approved the following capital stock transactions:
We re-domiciledre-domicile of the Company in the stateState of Nevada, whereby increasingin connection with which we increased the number of our authorized common shares to 200,000,000 and designatingdesignated a par value of $.001 per share.
On May 25, 2006, our Board of Directors and shareholders approved the following capital stock transactions:
Anan amendment to theour Articles of Incorporation of the Company authorizingto authorize a new series of preferred stock, which shall be designated as Series C, and consistsconsisting of 15,000 authorized shares.
Stock Repurchase Program
On November 1, 2011, the Company adopted a plan to repurchase up to 500,000 shares of its issued and outstanding common stock in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 ofpromulgated under the Securities Exchange Act of 1934, as amended.
39
The plan allows the Company to purchase its issued and outstanding common shares in the open market or in negotiated transactions, from time to time, depending on market conditions and other factors as well as being subject to relevant rules under Untied Statesin compliance with applicable securities regulations.laws. The plan does not obligate the Company to make any purchases, at any specific time or in any particular situation. The plan may be suspended or discontinued at any time at the sole discretion of the Company. Share repurchases will be funded with the Company'sCompany’s available cash, after determining the working capital requirements of the Company. Accordingly, there is no guarantee as to the exact number of shares that will be repurchased under the plan.
The company'sCompany’s Board of Directors authorized the repurchase plan because it believes recentbelieved market conditions at the time of the plan’s adoption or thereafter may have causedcause the Company'sCompany’s common stock to be undervalued.undervalued and repurchases of Company common stock to be in the best interests of the Company and its stockholders. The timing and number of any shares repurchased will depend on the terms and conditions of the plan and no assurance can be given that any specific amount of common stock will be repurchased.
As of December 31, 20142015 and 2013,2014, we had repurchased an aggregate total of 11,500 shares of our common stock.stock under the plan.
Common Stock Transactions
ForBeginning with the years ended December 31,year 2014, and 2013, we issued the following securities without registration under the Securities Act of 1933, as amended. These securities were issued on the reliance of an exemption provided by Section 4(2)4(a)(2) of the Securities Act.
On March 20, 2013, we completed the acquisition of Trident Manufacturing, Inc and as a result we issued 1,600,000 shares of our common stock at $.07
On January 25, 2013 we issued 110,000 of common stock for services at $.10
On January 25, 2013 we issued 10,000 of common stock to employees at $.10
Convertible Promissory Note
On February 15, 2013 we entered into a convertible promissory note with a related party for $120,000. The note bears interest at the rate of 10% simple interest and is convertible at $.10 per share and is due on February 15, 2015.
On May 10, 2013 the related party presented notice of conversion for the entire note. The shares were converted at $.010. As a result, the company issued 1,200,000 shares of common stock. The balance due on the note on December 31, 2012 is $0.
On December 4, 2013 we issued 1,000,000 Shares of common stock to an accredited investor at $.10 per share.
On May 12, 2014, we issued 500,000 shares of common stock for servicesat $.05 per share.
On September 4, 2014, we issued 729,167 shares of common stock to Luxus Micro Cap S.A. for conversion of accrued interest under the series D preferred stock and $.08 per share.
On November 15, 2014, we issued 850,000 shares and accrued for 450,000 of common stock for services to related parties at $.05 per share.
.
On December 1, 2014, we issued 1,400,000 shares of common stock for services at $.06 per share.
On December 2, 2014, we issued 2,945,333 for cash.
On February 2, 2015, we issued 40,000 shares of common stock for services at $.08
On February 24, 2015, we issued 1,845,000 shares of common stock for cash in the amount of $116,698, of which $70,699 was received in 2014 and the balance included in “to be issued.”
Common StockOn March 6, 2015, we issued 450,000 shares of common stock for services to related parties at $.05 per share, which was accrued for in 2014.
On March 6, 2015, we issued 50,000 shares of common stock for services at $.05 per share.
On April 1, 2015 we issued 25,000 shares of common stock for consulting services at $.05 per share.
4045
On September 11, 2015, we issued 1,300,000 shares of common stock for compensation at $.05 per share.
TableOn October 1, 2015, the Company issued 150,000 shares of Contentsits common stock for consulting services.
Financial StatementsOn October 2, 2015, the Company issued an aggregate of 100,910,321 shares of common stock to one investor pursuant to the Transaction Completion and Financing Agreement and 4,000,000 to one investor. All such shares were issued to the accredited investors for cash of $500,000.
Common Stock
Our Articles of Incorporation authorize us to issue 200,000,000 shares of common stock, par value $0.001 per share. As of December 31, 20142015 there were 30,676,445139,446,765 and shares of common stock outstanding. All outstanding shares of common stock are, and the common stock to be issued will be, fully paid and non-assessable. Each share of our common stock has identical rights and privileges in every respect. The holders of our common stock are entitled to vote upon all matters submitted to a vote of our shareholders and are entitled to one vote for each share of common stock held. There are no cumulative voting rights.
The holders of our common stock are entitled to share equally in dividends and other distributions that our Board of Directors may declare from time to time out of funds legally available for that purpose, if any, after the satisfaction of any prior rights and preferences of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock shares will be entitled to share ratably in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities and our obligations to holders of our outstanding preferred stock.
Reverse Stock Split
Effective January 22, 2013, we completed a one-for-ten reverse stock split of the Company's issued and outstanding shares of common stock. The reverse stock split was previously approved by the our board of directors and by shareholders at the 2012 Annual General Meeting of Shareholders held on November 28, 2012. Upon effectiveness of the reverse stock split, each ten (10) shares of the company's issued and outstanding common stock was automatically combined and converted into one (1) issued and outstanding share of common stock. This reduced the number of issued and outstanding shares of the company's common stock from approximately 200 million to approximately 20 million. The reverse stock split affected only the issued and outstanding shares of the company's common stock, as well as common stock underlying stock options outstanding immediately prior to the effectiveness of the reverse stock split. The number of authorized shares of the company's common stock was not affected by the reverse split.
Preferred Stock
Our Articles of Incorporation authorize us to issue 10,000,000 shares of preferred stock. We authorized 440 shares of Series A Convertible Preferred Stock and 20,000 shares of Series B Convertible Preferred Stock. On May 25, 2006 the Articles of Incorporation were amended authorizingto authorize 15,000 shares Series C Convertible Preferred Stock.
As of August 20, 2006, all series A, B, and C preferred had been converted into Commoncommon stock.
Our Board of Directors has the authority to issue additional shares of preferred stock in one or more series, and fix for each series, the designation of and number of shares to be included in each such series. Our Board of Directors is also authorized to set the powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions of the shares of each such series.
Unless our Board of Directors provides otherwise, the shares of all series of preferred stock will rank on parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Any issuance by us of shares of our preferred stock may have the effect of delaying, deferring or preventing a change of our control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock.
OnEffective August 7, 2013, we held our initial closingBoard of Directors designated a series of our preferred stock as Series D Preferred Stock, private financing offering with two related parties, whereby weauthorizing 15,000 shares. We have received an aggregate of $750,000 in financing.financing in subscription for Series D Preferred Stock. Our Series D Preferred Stock offering terms allowauthorized us to raise up to $1,000,000 US with an over-allotment of $500,000 in multiple closings over the course of 6 months.
The following are primary terms of the Series D Preferred Stock Offering.offering. The Series D Preferred holders will be paid a special monthly divided at the rate of 17.5% per annum or at the option of the Investorinvestor such special may accrue such special dividends. If the Company does not pay the special dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a penalty of 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, participationthe Series D Preferred Stock participates with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D
41
Preferred Stock, in histheir sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate shall equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred Stock shall be redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred Stock commencing any time after the one (1) year period from the Closing (the “Redemption Period”)offering closing at a price equal to the Purchase Priceinitial purchase price plus all accrued but
46
unpaid dividends. If Company is not in financial position to pay it back it need to notify the Investorsinvestors thirty (30) days prior the Redemption Periodredemption period commencing and both parties will negotiate in good faith for an extension of the Redemption Period. Notwithstanding, theredemption period. The Company may elect to redeem the Series D Preferred sharesStock any time after the Closingoffering closing at a price equal to Purchase Priceinitial purchase price plus all accrued but unpaid dividends subject to the Investorsinvestors’ right to convert by providing the Investors written notice about its intent to redeem whereby the Investor shall haveredeem. Each investor has the right to convert per the terms of the conversion termsSeries D Preferred Stock at least ten (10) days prior to such redemption by the Company.
On June 25th,25, 2013, we received $500,000 from a related party in subscription for 5,000 shares of Preferred Series D Preferred stock.Stock. These shares which the issuer has agreed to issue (as described below), which have not been physically issued as of the date of this filing. On August 21, 2014, the related party agreed to lower the interestdividend rate to 13% and extend the term on the redemption period for these shares for an additional one year. On September 8, 2015 the investors signed an estoppel agreement, whereby the investors agreed to reduce, (effective as of June 30, 2015), the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the penalty provided for in the IAs in respect of unpaid dividends accruing on or after such date.
In addition,On connection with the subscription for such shares, we issued series F warrants to purchase 250,000 shares of our common stock at $.10 and series G warrants to purchase 250,000 shares of our common stock at $.20. Each warrant gives the holder the right to purchase 1one share of common stock.
On September 19,th, 2013, we received $250,000 from a related party in subscription for 2,500 shares of Preferred Series D Preferred stock.Stock. These shares which the issuer has agreed to issue (as described below), which have not been physically issued as of the date of this filing. On September 8, 2015 the investors signed an estoppel agreement, whereby the investors agreed to reduce, (effective as of June 30, 2015), the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the penalty provided for in the IAs in respect of unpaid dividends accruing on or after such date.
In addition,connection with the subscription for such shares, we issued series F warrants to purchase 125,000 shares of our common stock at $.10 and series G warrants to purchase 125,000 shares of our common stock at $.20. Each warrant gives the holder the right to purchase 1 share of common stock.
Warrants
Series E – Common Stock warrants
On April 8, 2011, we issued 300,000 series E Warrants. Each warrant gives the holder the right to purchase 1one share of common stock (300,000 total shares) at $0.50 per share. The Series E Warrants expire on April 8, 2016, as a result we recognized $6,600 in share basedshare-based expense.
Series F – Common Stock warrants
On June 25th,25, 2013, we issued 250,000 series F warrants. Each warrant gives the holder the right to purchase 1one share of common stock at $.10.
On September 19th,19, 2013, we issued 125,000 series F warrants. Each warrant gives the holder the right to purchase 1one share of common stock at $.10.
Series G – Common Stock warrants
On June 25th,25, 2013, we issued 250,000 series G warrants. Each warrant gives the holder the right to purchase 1one share of common stock at $.20.
On September 19th,19, 2013, we issued 125,000 series G warrants. Each warrant gives the holder the right to purchase 1one share of common stock at $.20.
42
A summary of warrant activity for the periods is as follows:
|
| Warrants - Common Share Equivalents | Weighted Average Exercise price |
| Warrants exercisable - Common Share Equivalents | Weighted Average Exercise price |
Outstanding December 31, 2012 | 300,000 | 0.50 |
| 1,050,000 | 0.25 | |
| Granted | 375,000 | 0.20 |
| - | - |
| Granted | 375,000 | 0.10 |
| - | - |
| Expired | - |
|
|
|
|
|
|
|
|
|
|
|
| Exercised | - | - |
| - | - |
Outstanding December 31, 2013 | 1,050,000 | 0.25 |
| 1,050,000 | 0.25 | |
| Granted | - | - |
| - | - |
| Expired | - | - |
| - | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercised | - | - |
| - | - |
Outstanding December 31,2014 | 1,050,000 | 0.25 |
| 1,050,000 | 0.25 | |
Warrants - Common Share Equivalents | Weighted Average Exercise price |
| Warrants exercisable - Common Share Equivalents | Weighted Average Exercise price | ||
Outstanding December 31, 2013 | 1,050,000 | 0.25 |
| 1,050,000 | 0.25 | |
| Granted | - | - |
| - | - |
| Expired | - | - |
| - | - |
| Exercised | - | - |
| - | - |
Outstanding December 31, 2014 | 1,050,000 | 0.25 |
| 1,050,000 | 0.25 | |
| Granted | - | - |
| - | - |
| Expired | - | - |
| - | - |
| Exercised | - | - |
| - | - |
Outstanding December 31, 2015 | 1,050,000 | 0.25 |
| 1,050,000 | 0.25 | |
| Warrants Outstanding |
| Warrants Exercisable | |||
Range of Warrant Exercise Price | Warrants - Common Share Equivalents | Weighted Average Exercise price | Weighted Average Remaining Contractual life in years |
| Warrants - Common Share Equivalents | Weighted Average Exercise price |
$ 0.50 | 300,000 | $0.50 | 1.27 |
| 300,000 | $0.50 |
$ 0.10 | 375,000 | $0.10 | 3.50 |
| 250,000 | $0.10 |
$ 0.20 | 375,000 | $0.20 | 3.50 |
| 25,000 | $0.20 |
Total | 1,050,000 | $0.25 |
|
| 300,000 | $0.25 |
43
Warrants Outstanding | Warrants Exercisable | |||||
Range of Warrant Exercise Price | Warrants - Common Share Equivalents | Weighted Average Exercise price | Weighted Average Remaining Contractual life in years |
| Warrants - Common Share Equivalents | Weighted Average Exercise price |
$ 0.50 | 300,000 | $ 0.50 | .27 | 300,000 | $ 0.50 | |
$ 0.10 | 250,000 | $ 0.10 | 2.25 | 250,000 | $ 0.10 | |
$ 0.20 | 250,000 | $ 0.20 | 2.25 | 250,000 | $ 0.20 | |
$ 0.10 | 125,000 | $ 0.10 | 2.50 | 125,000 | $ 0.10 | |
$ 0.20 | 125,000 | $ 0.20 | 2.50 | 125,000 | $ 0.20 | |
Total | 1,050,000 | $ 0.25 | 1,050,000 | $ 0.25 | ||
Stock Options
On February 8, 2007 pursuant to our 2006 Qualified Incentive Option Plan, which was adopted by our Board of Directorswe granted to Company employees an incentive stock optionoptions to purchase up to 406,638 shares of our common stock. These options were granted at $1.73 cents, the fair market value of the Company’s common stock at the time of the grant. These options expire on February 8, 2017. As ofAt December 31, 2014,2015, there were 107,78915,122 outstanding options under this plan.
On February 8, 2008, we granted stock options to itsour key employees to purchase up to 750,000 shares of our common stock, which was approved by our Board of Directors.stock. These options were granted at $1.73 cents, the fair market value of the Company’s common stock at the time of the grant. These options expire on February 8, 2017. As a result, we recognized share-based compensation expense in the amount of $5,313 for the year endedAt December 31, 2007, $2,657 for the year ended December 31, 2008; $2,656 for the year ended December 31, 2009; $2,656 for the year ended December 31, 2012 and $0 for the year ended December 31, 2013. As of December 31, 20132015, the balance of the outstanding options under this plan is 60,000.
30,000.
On February 28, 2008, ourwe granted stock options to a key employee to purchase up to 30,000 shares of our common stock, which was approved by our Board of Directors.stock. These options were granted at $.033 cents, the fair market value of the Company’s common stock at the time of the grant. These options expire on February 8, 2017. As a result, we recognized share-based compensation expense in the amount of $5,574 for year endedAt December 31, 2008; $5,576 for2015, the year ended December 31, 2009; $2,786 forbalance of the year ended December 31, 2013; and $0 for the year ended December 31, 2014.outstanding options under this plan was 30,000.
NOTE 11 – RELATED PARTY TRANSACTIONS
48
Kevin Scott, one of the Board of Directors members, owns SK Polymers. SK Polymers is a supplier to the Company. Our board of directors has approved the supply transactions between SK Polymers and the Company.
Kambiz Mahdi, our Chief Executive Officer, owns Billet Electronics, which is an independent distributor of electronic components. From time to time we purchase parts from Billet Electronics. In addition, from time to time we provide assembly and value addedvalue-added services to Billet Electronics. In addition, Billet was a supplier of parts and had dealings with current and former customers of our company. Our board of directors has approved suchthe transactions of our chief executive officer.between Billet Electronics and the Company.
On September 4, 2014, we issued 729,167 shares of common stock to Luxus Micro Cap S.A.forS.A. (controlled by director Juhani Taskinen) for conversion of accrued interest under the seriesSeries D preferred stockPreferred Stock at $.08 per share
On November 15, 2014, we issued 400,000 shares of common stock to John Bennett, our Chief Financial Officer, as additional compensation and accrued for 100,000 shares for board of director compensation at $.05 per share.
On November 15, 2014, we issued 100,000 shares of common stock and accrued for 100,000 shares of common stock for board of director compensation to Kam Mahdi our Chief Executive officer at $.05 per share.
On November 15, 2014, we issued 100,000 shares of common stock and accrued for 100,000 shares of common stock for board of director compensation to Robert Young at $.05 per share.
On November 15, 2014, we issued 100,000 shares of common stock and accrued for 100,000 shares of common stock for board of director compensation to Shervin Talieh at $.05 per share.
Convertible Promissory Note
On February 15, 2013September 11, 2015, we entered into a convertible promissory note with a related party for $120,000. The note bears interest at the rate of 10% simple interest and is convertible at $.10 per share and was due on February 15, 2015.
On May 10, 2013 notice of conversion for the entire note was presented. The shares were converted at $.10. As a result, the company issued 1,200,000400,000 shares of common stock.
stock to John Bennett, our Chief Financial Officer, as additional compensation at $.05 per share.
On August 7, 2013,September 11, 2015, we held our initial closingissued 150,000 shares of our Series D Preferred Stock private financing offering with two related parties, whereby we received $750,000 in financing. Our Series D Preferred Stock offering terms allow us to raise up to $1,000,000 US with an over-allotment of $500,000 in multiple closings over the course of 6 months.
44
The following are primary terms of the Series D Preferred Stock Offering. The Series D Preferred holders will be paid a special monthly divided at the rate of 17.5% per annum or at the option of the Investor such special may accrue such special dividends. If the Company does not pay the special dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a penalty of 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, participation with common stock on an as-converted basis. The Series D Preferred holders may electfor board of director compensation to convert the Series D Preferred Stock, in his sole discretion,Kam Mahdi our Chief Executive officer at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate shall equal to the greater$.05 per share.
On September 11, 2015, we issued 150,000 shares of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period priorfor board of director compensation to conversion. The Series D Preferred shall be redeemable from funds legally available for distributionRobert Young at the option of the individual holders of the Series D Preferred commencing any time after the one (1) year period from the Closing (the “Redemption Period”) at a price equal to the Purchase Price plus all accrued but unpaid dividends. If Company is not in financial position to pay it back it need to notify the Investors thirty (30) days prior the Redemption Period commencing and both parties will negotiate in good faith for an extension of the Redemption Period. Notwithstanding, the Company may elect to redeem the Series D Preferred shares any time after the Closing at a price equal to Purchase Price plus all accrued but unpaid dividends subject to the Investors right to convert by providing the Investors written notice about its intent to redeem whereby the Investor shall have the right to convert$.05 per the terms of the conversion terms at least ten (10) days prior to such redemption by the Company.
On June 25th, 2013 we received $500,000 from a related party and issued 5,000 shares of Preferred Series D Preferred stock.
In addition, we issued series F warrants to purchase 250,000 shares of our common stock at $.10 and series G warrants to purchase 250,000 shares of our common stock at $.20. Each warrant gives the holder the right to purchase 1 share of common stock. On August 21, 2014, the related party agreed to lower the interest rate to 13% and extend the term on these shares for an additional 1 year.share.
On September 19th 201311, 2015, we received $250,000 from a related party and issued 2,500150,000 shares of Preferred Series D Preferred stock. In addition,common stock for board of director compensation to Shervin Talieh at $.05 per share.
On September 11, 2015, we issued series F warrants to purchase 125,000150,000 shares of our common stock at $.10 and series G warrants to purchase 125,000accrued for 150,000 shares of our common stock for board of director compensation to Kevin Scott at $.20. Each warrant gives the holder the right to purchase 1 share of common stock.$.05 per share.
NOTE - 12 CORRECTIONS TO PRIOR FINANCIALS AS FILED
DueOn September 11, 2015, we issued 150,000 shares of common stock shares of common stock for board of director compensation to a change in auditors and a subsequent re-audit of our financials for the year ending 2013, there were additional expenses discovered that had originally been recorded in the year ending December 31, 2014 that needed to be moved into 2013. Further, there was an adjustment to the previous gain recognized on the acquisition of Trident to additional paid in capital. Further, there was a change made to the sales/cost of goods sold for the period ended December 31, 2013 as the Company had not correctly eliminated an inter-company transaction with Trident. See the table below for the effects on Net loss, earningsJuhani Taskinen at $.05 per share, and accumulated deficit.
Restatements effects | ||||||
Year |
| Net Loss |
| Earnings per Share |
| Accumulated Deficit |
2013 |
| (64,501) |
| (0.00) |
| (64,501) |
45share.
TableOn September 11, 2015, we issued 150,000 shares of Contentscommon stock shares of common stock for board of director compensation to John Bennett our Chief Financial Officer at $.05 per share.
NOTE 12 – SUBSEQUENT EVENTS
On March 11, 2016, we entered into a 3-year convertible note payable for $75,000, which accrues interest at the rate of 1.46% per annum.
On March 10, 2016, the Company signed a lease agreement for a 18,200 square foot CTU Industrial Building. Lease term is seven years and two months beginning July 1, 2016. Rental is $179,090 for the first twelve months.
NOTE 13 – SUBSEQUENT EVENTS
On February 2, 2015 we issued 40,000 shares of common stock for services at $.08
On February 24, 2015 we issued 1,845,000 shares of common stock for cash in the amount of $110,700of which $70.699 was received in 2014 and included in "to be issued"49
On March 6, 2015 we issued 450,000 shares of common stock for services to related parties at $.05 per share which was accrued for in 2014.
On March 6, 2015 we issued 50,000 shares of common stock for services at $.05 per share.
Our wholly owned subsidiary Trident Manufacturing, a Utah corporation has entered into a sublease agreement with Lucky Spoon, LLC. The terms the terms of this lease commence as of April 1st, 2015 and shall expire on the last day of the Trident’s lease. As a result we are estimating substantial savings and have consolidated the majority of our Utah’s manufacturing requirement to our headquarters in Irvine, California.
On or about October 21, 2014, Probe Manufacturing, Inc. (the "Company"), entered into a letter of intent (the "LOI") with S-Ray Incorporated, a private Nevada corporation ("S-Ray), located at 50 West Liberty Street, Suite 880, Reno Nevada 89501. As per the LOI, the conditions of transaction were not met and therefore the LOI has been terminated. In addition, on November 21, 2014, the Company, entered into an Exclusive OEM and Distribution Agreement(the "Agreements") with S-Ray; however, as of date of this filing the Company has not received satisfactory technical information from S-Ray as per the terms of the Agreements. The Company has terminated these Agreements as of April 7, 2015 based on the failure to meet the terms of the Agreements.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
(a) None.
On April 10, 2015, the Company, after review and recommendation by its board of directors, the Company dismissed W.T. Uniack& Co. CPA’s P.C. (“Uniack”) as the Registrant’s independent registered public accounting firm. The dismissal was accepted by the Board of Directors of the Company (the “Board”).
During the two most recent audited fiscal years (fiscal years ended December 31, 2012 and 2013) and through subsequent interim periods ended September 30, 2014, there were no (1) disagreements with Uniack on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused Uniack to make reference in its reports on the Company’s financial statements for such years to the subject matter of the disagreement, or (2) “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of Uniack on the financial statements of the Company, during the periods from December 31, 2013 through subsequent interim periods ending September 30, 2014, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports stated there is substantial doubt about the Company’s ability to continue as a going concern.
(b) Engagement of New Independent Registered Public Accounting Firm.
On April 10, 2015, the Board of Directors approved the appointment of MartinelliMick PLLC, as the independent registered public accounting firm of the Company.
During the Company’s two most recent fiscal years and the subsequent interim periods preceding MartinelliMick PLLC engagement, neither the Company nor anyone on behalf of the Company consulted with MartinelliMick PLLC regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and MartinelliMick PLLC, did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting,
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auditing or financial reporting issue or any matter that was the subject of a “disagreement” or a “reportable event,” as such terms are defined in Item 304(a)(1) of Regulation S-K.
Item 9a. Controls and Procedures.
(a)Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act, of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15(b) of the Exchange Act, an evaluation as of December 31, 20132015 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2014.2015.
(b) Report of Management on Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management including our of our chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.
Based on our evaluation under the Internal Control-Integrated Framework, our chief executive officer and chief financial officer concluded that our internal control over financial reporting was not eeffectiveeffective as of December 31, 2014.2015.
(c) Changes in Internal Control over Financial Reporting
There have been no other changes in our internal control over financial reporting that occurred during the period covered by this Annual Report on Form 10-K for the year ended 2014,2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9b. Other Information.
None.On October 9, 2015, Mr. Meddy Sahebi, Mr. Daniel Elliott, Ms. Erin Falconer, Mr. Juha Rouvinen and Mr. William Maloney were appointed as Directors of the Company, to serve until the next annual meeting of the Shareholders and/or until his successor is duly appointed.
On October 12, 2015, Mr. Juhani Taskinen, resigned as a Director of the Company. On December 23, 2015, Mr. Shervin Talieh, resigned as an Officer and Director of the Company. Neither Mr. Taskinen, nor Mr. Talieh’s resignations were the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On November 13, 2015, Probe Manufacturing, Inc., a Nevada corporation, (the “Company”), with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of Nevada. As a result of the Certificate of Amendment, the Company has, changed its name to “Clean Energy Technologies, Inc.”; however, the effectiveness of the Name Change is subject to approval by FINRA.
The Company has submitted an Issuer Company-Related Action Notification Form to FINRA regarding the Name Change and requested symbol change. FINRA’s approval of the Name Change and symbol change is currently pending.
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TableThe Company will file a subsequent Current Report on Form 8-K upon receipt of Contents
approval from FINRA announcing the effectiveness of the Name Change and symbol change.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Director Qualifications
We believe that our Board of Directors should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use his or her skills and experiences to provide independent oversight to our business; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out their duties and responsibilities effectively; devote the time and effort necessary to learn our business; and represent the long-term interests of our Shareholders. Furthermore, we believe our Board of Directors should be comprised of persons with skills in areas such as: finance, electronic manufacturing, leadership of business organizations and legal matters.
Our Directors
Kambiz Mahdi,age 49,50, Kambiz Mahdi is co-founder, and served as President and Chief Executive Officer of Probe Manufacturing from 1996 until December of 2005 and again from July 2009 until present. Prior to Probe Manufacturing,CETY, Mr. Mahdi was Technical Sales Managertechnical director at Future Electronics for six years.years supporting Motorola, Analog Devices and Micro Chip technologies and product lines. While at Future Electronics, Mr. Mahdi developed superior technical management leadership and skills servicing some of the top1000top 100 fortune technology customers and their applications. Mr. Mahdi also started Billet Electronics a global supply chain provider of products, services and solutions in the technology sector in 2007. He has established the company as a leading independent distributor of electronic components and provider of value-added services to its market. Mr. Mahdi has a BS degree in Electrical Engineering from California State University of Northridge. Mr. Mahdi has not served on any other boards of public companies in the past five years.
Our Board of Directors selected Mr. Mahdi to serve as a director because he is our Chief Executive Officer and has served in various executive roles with our company for 14 years, with a focus on electrical design & manufacturing, sales and operations. Mr. Mahdi has profound insight into the development, marketing, finance, and operations aspects of our company. He has expansive knowledge of the electronicengineering and manufacturing industry and relationships with chief executives and other senior management at companies in the same or complimentary industries.technology companies. Our Board of Directors believes that Mr. Mahdi brings a unique and valuable perspective to our Board of Directors.
John Bennett, age 54,55, John Bennett has been with Probe Manufacturing since February 2005, as the Chief Financial Officer. He has been in the Electronic manufacturingManufacturing Industry for 22 years. He has held positions as the Controller, Vice President of Finance and Chief Financial Officer, with experience in Contract Manufacturing of Printed Circuit Board Assembly, Cable and Harness Assembly, Box Builds and Battery & Charger assembly. He holds a Bachelor of Science in Accounting from Mesa University and a Master of Science in Finance from the University of Colorado. Mr. Bennett has not served on any other boards of public companies in the past five years.
Our Board of Directors selected Mr. Bennett to serve as a director because he is our Chief Financial Officer and has been with our company for more than eight10 years, where his primary focus has been on the financial systems and operations and SEC reporting of the company. He has significant knowledge of, and relationships within, the electronic manufacturing industry, due in part to the 25 years he has spent working in the industry. Our Board of Directors believes that his executive experience in the electronic manufacturing coupled with his deep knowledge of our company’scompany’s strategies and operations will bring strong financial and operational expertise to our Board of Directors.
Robert Young,age 62, prior to joining our board of directors in June of 2012, Mr. Young was Director of Mobile Services for Boeing Satellite Systems, Inc. (“BSS”(“BSS”), the world’sworld’s largest manufacturer of commercial satellites, where he was responsible for developing communication and navigation services for governmental and commercial clients. Prior to joining BSS, Mr. Young was the CFO and Chief of Business Operations for a joint venture between Hughes Electronics, General Motors and Delco Electronics. Previously, Mr. Young was assigned to the Hughes Electronics Corporate Office where he was responsible for mergers and acquisitions, identifying and developing foreign offset programs and served as the Hughes Chief Economist. Mr. Young currently sits on the board of Kinecta Federal Credit Union, which is the 19thlargest credit union in the United States
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the United States (having(having previously served as Kinecta’sKinecta’s Chairman of the board of directors from 2007-2009). Mr. Young received his B.S. degree from the San Diego State University and an M.BA. from Loyola Marymount University.
Our Board of Directors selected Mr. Young to serve as a director due to his knowledge of the electronics manufacturing industry and his previous relationships with companies such as BSS, Hughes Electronics, General Motors and Delco Electronics. Mr. Young’sYoung’s extensive knowledge of our company’scompany’s business sector combined with his executive experience at numerous other companies focused on the manufacturing industry is a significant asset to our company. Our Board of Directors believes that Mr. Young’sYoung’s experience will assist us in developing our long- term strategy in the electronics manufacturing services industry.
Shervin TaliehKevin Scott,age 47, Shervin Talieh has over 1752 - is President of SK Polymers, Inc., which provides distribution and consulting services in the North American Petro-Chemical market. Mr. Scott brings 25 years of hands-on experience buildingexpertise in marketing and growing organizations that provide solutions to clients in various sectors. This experience has been developed across many functions, including corporate strategy, business development, marketing, branding, alliances,procurement stemming from his previous positions at privately held groups such as Rimpac International and operations; in smallMajor North American Petro Chemical companies such as Eastman Chemical Company, Ineos and large firms, through startups, turnarounds, and stable environments alike.Lyondell Basell. Mr. Talieh started his career by successfully building, growing and selling his consulting startup, Index Data. Most recently, Mr. Talieh isScott currently serves as board chair of the founder and CEOChildren ’ s Dental Center of Drumbi; an Internet technology startup focused on data and voice synchronization. At Drumbi, he guides the company's strategy, fund-raising, and operations. Prior to Drumbi, Mr. Talieh served at Vice President, Business Development for Goldeneye Solutions; a SaaS technology company. This was preceded by his tenure at Accenture, where he was a Partner in theGreater Los Angeles, Office,an organization that provides education, dental screening and a memberclinical services to the underserved children of the executive team responsible for over 700 professionalsLos Angeles. Mr. Scott received his B.S. degree from Franklin University in the region. Mr. Talieh has not served on any other boards of public companies in the past five years.Business Administration.
Our Board of Directors selected Mr. TaliehScott to serve as a director due to his strong relationships and understanding of the operations of technology companies. Mr. Talieh’sScott’s vast experience in business operations enhances his ability to contribute insight on achieving business success in a diverse range of economic conditions and competitive environments. Our Board of Directors believes that this experience will bring valuable knowledge and insight to our company.
Meddy Sahebi age 47 – Meddy Sahebi, has over 35 years of experience in business development, where he has focused specifically on finding opportunities in emerging markets, and product development. Mr. Sahebi, was a founder of Mann Healthcare Partners, in 2011, and has been a director since that time. From 2008 to 2011, Mr. Sahebi was a business development consultant to Crescent Financial Partners, a Los Angeles – based private equity and merchant banking firm. While at Crescent, Mr. Sahebi focused on business development for fast growing, early-stage and middle market companies across multiple industries ranging from high-tech to real estate to energy companies. Prior to 2008, Mr. Sahebi founded a consulting company that worked with master developers to develop eco-friendly, socially responsible, sustainable communities comprising of entertainment, commercial and residential real estate projects in the United States and Canada. The Board of Directors appointed Mr. Sahebi as Chairman of the Board of the Company due to his strong experience in management of small to mid-size companies and his work in the emerging markets.
William Maloney age 56 – William Maloney has been the President of Bioenergy Associates, LLC, since 2008, where he is currently managing consultants and providing advisory services to biofuels and bioenergy producers, traders and project developers. Mr. Maloney has been involved in the renewable energy sector for over 30 years. Previously to working at Bioenergy Associates, Mr. Maloney served as President and CEO of Pacific West Energy, LLC, a renewable energy company involved in developing renewable energy projects in Hawaii, and affiliated with Province Line Capital LLC, a company that traded in soft commodities and biofuels, as well as, providing consulting and advisory services. From 1996 – 2008 Mr. Maloney served as Director of Business development for ED & F Man Alcohols. In this position Mr. Maloney was responsible for fuel ethanol sales in the USA as well as project evaluation and development in the US and Central America. In addition to ED & F Man, Mr. Maloney has or continues to provide consulting services to such firms the Louis Dreyfus, Vitol SA, Morgan Stanley, Pacific Ventures, Pacific International Energy Solutions, Windstrip and Aloha Petroleum. Prior to joining ED & F Man Mr. Maloney was the principal owner and director of Caribbean Pacific Alcohol Company (1992-1998), owner and operator of a twelve million gallon per annum ethanol plant in Kingston, Jamaica. The Board of Directors believes that Mr. Maloney’s experience in the renewable energy sectors and his financial knowledge would be a valuable asset to the Company, and as such, has elected Mr. Maloney as a Director to the Company.
Juha Rouvinen age 49 – Juha Rouvinen, has been the Chairman and CEO of Windstrip LLC, since 2005. At Windstrip, Mr. Rouvinen manages teams that have invented and are commercializing an integrated hybrid power system that provides continuous power to remote locations that otherwise would not have access to electricity. Mr. Rouvinen has more than 20 years of experience in founding, managing, financing and investing in start-up companies. Mr. Rouvinen specializes in advising clean technology investors, incubators and green technology funds in Finland, the Middle East and North America. Previously to Windstrip, Mr. Rouvinen founded and managed a hospitality and health services company in Finland. In light of Mr. Rouvinen’s past experience in green technology, start-up companies and his business knowledge, he was appointed as a Director of the Company.
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Daniel Elliott age 44– Daniel Elliott is a recognized leader in business development and strategy in the sustainable energy sector. Mr. Elliott was the President/CEO/Board Member of Microvast, Inc. in Stafford, TX from 2009 to 2010, a Lithium Ion Battery MFG with locations in Texas and China with approximately 600 employees, manufacturing LTO lithium batteries for high power applications, i.e., buses, trucks, cranes, power grid, heavy equipment. He was the board member of VRDT Corporation, a holding company of energy assets, including lithium battery plant in Germany, investments in Netherlands for energy assets. Mr. Elliott is the Chief Strategy Officer of Symblu, LLC since 2011 to present. Symblu is a renewable energy development company, developing large solar projects, battery energy storage projects and invests into battery plants. Mr. Elliott has worked around the globe identifying and commercializing leading edge technologies. With more than two decades of experience in operations, business development and distressed company turn-around strategies, Mr. Elliott is able to efficiently assess complex business issues and bring effective action plans to realization. Mr. Elliott has previously worked on major initiatives with dozens of leading companies such as Ford Motor Company, DaimlerChrysler, Honda, MagnaSteyr, Roush, Bosch, Toshiba, Coslight, Yintong Energy, Microvast and others. In 2008, Mr. Elliott was the recipient of the Department of Energy’s, “Energy Innovators Award.” Mr. Elliott was appointed as a Director of the Company on account of his previous work developing businesses and his work in the sustainable energy sector.
Erin Falconer age 40 – Erin Falconer, is the co-owner and Editor-in-Chief of PickTheBrain.com, which is currently one of the most successful self-development websites on the internet, with Forbes Magazine distinguishing her blog as “One of the Top 100 Most Influential Sites for Women”, in 2013. In 2012, Erin along with her partner, raised one million dollars to fund her tech start-up LEAF.tv (an ecommerce video brand for the Millennial generation). She was president until 2015, when LEAF was sold to publicly traded, Demand Media. She is now the General Manager of the brand. Simultaneously, since 2008, Erin has been the Editor in Chief and co-owner of PickTheBrain - one of the most successful and respected self-improvement blogs online, today.
Prior to this, Erin was the Vice-President of Marketing for ThisNext - a popular social shopping platform from 2010-2012 and the Content Manager for PeopleJam until it was purchased by Chicken Soup for the Soul, from 2008-2010). Ms. Falconer is a seasoned tech expert with over 8 years of online experience. She has been heralded as one of the most innovative thought leaders in her space by many media outlets, including LA Confidential. Ms. Falconer is also the co-founder of the lifestyle online website Leaf.tv – a how-to video portal for the millennial generation, which she recently sold. We appointed Ms. Falconer as a Director of the Company due to her extensive online experience creating successful websites, her ability to find innovative solutions to market demands, and her talent of growing small companies into successful brands.
Corporate Governance
Director Attendance at Meetings of the Board of Directors
Our Board of Directors held eightnine meetings during the fiscal year ended December 31, 2014.2015. Each of our incumbent directors attended at least 75.0% of the aggregate total number of meetings of our Board of Directors held during the period for which he served as a director.
Director Attendance at Annual Meetings of the Shareholders
Although we have no policy with regard to attendance by the members of our Board of Directors at our annual meetings, we invite and encourage the members of our Board of Directors to attend our annual meetings to foster communication between Shareholders and our Board of Directors.
Stockholder Communication with the Board of Directors
Any stockholder who desires to contact members of our Board of Directors, or a specified committee of our Board of Directors, may do so by writing to: Probe Manufacturing, Inc., Board of Directors, 17475 Gillette Ave., Irvine,150 E. Baker Street, Costa Mesa, California 92614,92626, Attention: Secretary. Communications received will be distributed by our Secretary to such member or members of our Board of Directors as deemed appropriate by our Secretary, depending on the facts and circumstances outlined in the communication received.
Director Independence
We have a Si-memberNine-member Board of Directors. Due to the size of our company and the difficulty in finding directors that are competent or have experience in our industry, only onesix of our directors can be deemed an “independent director.“independent directors.”
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While our stock is not listed on the New York Stock Exchange, our independent directordirectors would qualify as independent under the rules of the New York Stock Exchange.
Board Leadership Structure; Independent Lead Director
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TableMeddy Sahebi– Meddy Sahebi, has over 35 years of Contents
Kambiz Mahdi serves as both ourexperience in business development, where he has focused specifically on finding opportunities in emerging markets, and product development. Mr. Sahebi, was a founder of Mann Healthcare Partners, in 2011, and has been a director since that time. From 2008 to 2011, Mr. Sahebi was a business development consultant to Crescent Financial Partners, a Los Angeles – based private equity and merchant banking firm. While at Crescent, Mr. Sahebi focused on business development for fast growing, early-stage and middle market companies across multiple industries ranging from high-tech to real estate to energy companies. Prior to 2008, Mr. Sahebi founded a consulting company that worked with master developers to develop eco-friendly, socially responsible, sustainable communities comprising of entertainment, commercial and residential real estate projects in the United States and Canada. The Board of Directors and Chief Executive Officer. Our Board of Directors has determined that the most effective leadership structure for our company at the present time is for our Chief Executive Officer to also serve as our Chairman of the Board of Directors. Our Board believes that because our Chief Executive Officer is ultimately responsible for our day-to-day operations and for executing our business strategy, and because our performance is an integral part of the deliberations of our Board of Directors, our Chief Executive Officer is the director best qualified to actappointed Mr. Sahebi as Chairman of the Board of Directors. Our Board of Directors retains the authority to modify this structure to best address our unique circumstances, and so advance the best interests of all shareholders, as and when appropriate. In addition, although we do not have a lead independent director, our Board of Directors believes that the current structure is appropriate,Company due to his strong experience in management of small to mid-size companies and his work in the current size of our operations.emerging markets.
Our Board of Directors also believes, for the reasons set forth below, that its existing corporate governance practices achieve independent oversight and management accountability, which is the goal that many companies seek to achieve by separating the roles of Chairman of the Board of Directors and Chief Executive Officer. Our governance practices provide for strong independent leadership, independent discussion among directors and for independent evaluation of, and communication with, members of senior management. These governance practices are reflected in our Code of Business Conduct and Ethics, or our Code of Ethics.
Committees of our Board of Directors -
We have no standing committees of our Board of Directors at the current time, which is again due to the size of our operations. From time to time, our Board of Directors may establish committees it deems appropriate to address specific areas in more depth than may be possible at a full Board of Directors meeting. As our company grows, we plan to establish an audit committee, compensation committee and nominating and corporate governance committee. The functions that these committees will perform are currently being performed by our three-member Board.
Director Nomination Procedures and Diversity
As outlined above, in selecting a qualified nominee, our Board of Directors considers such factors as it deems appropriate, which may include: the current composition of our Board of Directors; the range of talents of a nominee that would best complement those already represented on our Board of Directors; the extent to which a nominee would diversify our Board of Directors; a nominee’snominee’s standards of integrity, commitment and independence of thought and judgment; a nominee’snominee’s ability torepresent the long-term interests of our shareholders as a whole;a nominee’snominee’srelevant expertise and experience upon which to be able to offer advice and guidance to management; a nominee who is accomplished in his or her respective field, with superior credentials and recognition; and the need for specialized expertise.While we do not have a formal diversity policy, we believe that the backgrounds and qualifications of our directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our Board of Directors to fulfill its responsibilities.Applying these criteria, our Board of Directors considers candidates for membership on our Board of Directors suggested by its members, as well as by our Shareholders. Members of our Board of Directors annually review our Board of Directors’Directors’ composition by evaluating whether our Board of Directors has the right mix of skills, experience and backgrounds.
Our Board of Directors may also consider an assessment of its diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.
Our Board of Directors identifies nominees by first evaluating the current members of our Board of Directors willing to continue in service. Current members of our Board of Directors with skills and experience relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of our Board of Directors does not wish to continue in service or if our Board of Directors decides not to nominate a member for re-election, our Board of Directors will review the desired skills and experience of a new nominee in light of the criteria set forth above.
Our Board of Directors also considers nominees for our Board of Directors recommended by Shareholders. Notice of proposed stockholder nominations for our Board of Directors must be delivered in accordance with the requirements set forth in our bylaws and SEC Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Nominations must include the full name of the proposed nominee, a brief description of the proposed nominee’snominee’s business experience for at least the previous five years and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed
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nominee to be named as a nominee and to serve as a director if elected. Nominations should be delivered to: Probe Manufacturing, Inc., Board of Directors, 17475 Gillette Ave., Irvine,150 E. Baker Street, Costa Mesa, California 92614,92626, Attention: Chief Executive Officer.
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Our Board of Directors will recommend the slate of directors to be nominated for election at the annual meeting of shareholders. We have not and do not currently employ or pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.
Board of Directors Role in Risk Oversight
Our Board of Directors oversees our shareholders’shareholders’ interest in the long-term success of our business strategy and our overall financial strength.
Our Board of Directors is actively involved in overseeing risks associated with our business strategies and decisions. It does so, in part, through its approval of all acquisitions and business-related investments and all assumptions of debt, as well as its oversight of our executive officers pursuant to annual reviews. Our Board of Directors is also responsible for overseeing risks related to corporate governance and the selection of nominees to our Board of Directors.
In addition, the Board reviews the potential risks related to our financial reporting. The Board meets with our Chief Financial Officer and with representatives of our independent registered public accounting firm on a quarterly basis to discuss and assess the risks related to our internal controls. Additionally, material violations of our Code of Ethics and related corporate policies are reported to our Board of Directors.
Code of Business Conduct and Ethics
We have adopted our Code of Ethics, which contains general guidelines for conducting our business and is designed to help our directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. Our Code of Ethics applies to our Principal Executive Officer, Principal Financial Officer, and persons performing similar functions and all members of our Board of Directors. Our Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, and compliance with laws and regulations. Shareholders may request a copy of our Code of Ethics, which will be provided without charge, by writing to: Probe Manufacturing, Inc., 17475 Gillette Ave., Irvine,150 E. Baker Street, Costa Mesa, California 92614;92626; Attention: Chief Executive Officer. Our Code of Ethics is also available on our website, www.probeglobal.com.http://CETY.io/. If, in the future, we amend, modify or waive a provision in our Code of Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website, as necessary.
Compensation of Directors
The key objective of our non-employee directors' compensation program is to attract and retain highly qualified directors with the necessary skills, experience and character to oversee our management. We currently use equity-based compensation to compensate our directors due to our restricted cash flow position; however, we may in the future provide cash compensation to our directors. The use of equity-based compensation is designed to recognize the time commitment, expertise and potential liability relating to active Board service, while aligning the interests of our Board of Directors with the long-term interests of our shareholders. In accordance with the policy of our Board of Directors, we do not pay management directors for Board service in addition to their regular employee compensation. For a discussion of the compensation paid to our only management directors, Mr. Mahdi and Mr. Bennett, for services provided as our CEO and CFO, respectively, see the sections of this proxy statement entitled "Compensation Discussion and Analysis" and "Executive Compensation."
In addition to the compensation provided to our non-employee director, which is detailed below, each non-employee director is reimbursed for any reasonable out-of-pocket expenses incurred in connection with attending in-person meetings of the Board of Directors and Board committees, as well for any fees incurred in attending continuing education courses for directors.
Fiscal Years 2014 2015and 2013 2014Annual Cash Compensation
We currently do not provide cash compensation to our directors and as such did not provide any cash compensation during the years ended December 31, 20142015 and 2013.
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Fiscal Years 2014 2015and 2013 2014Equity Compensation
Yearly Restricted Share Awards
Under the terms of the discretionary restricted share unit grant provisions of our 2006 Incentive Stock Plan and our2011 Omnibus Incentive Plan, which we refer to as the 2006 Plan and 2011 Plan, respectively, each non-employee director is eligible to receive
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grants of restricted common stock share awards at the discretion of our Board of Directors. These yearly restricted share unit awards vest in full on the grant date. During fiscal year 2011, our one non-employee director received a restricted common stock share award 50,000 shares of common stock under this program. For 20132014 and 20142015 we issued the 100,000450,000 shares of common stock to our two independent directors.
Discretionary Grants
Under the terms of the discretionary option grant provisions of the 2006 Plan and the 2011 Plan, non-employee directors are eligible to receive stock options or other stock awards granted at the discretion of the Board of Directors. No director received stock options or other stock awards pursuant to the discretionary grant program during fiscal year 20142015 or 2013.2014.
Director Summary Compensation in Fiscal Years 2014 2015and 20132014
The following table sets forth the fiscal years 2014, 20132015, and 20122014 compensation for our non-employee directors.
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) |
Shervin Talieh 2014 | $ - | $ 5,000.00 | $ 5,000.00 |
Shervin Talieh 2013 | $ - | $ 5,000.00 | $ 5,000.00 |
Shervin Talieh 2012 | $ - | $ 2,500.00 | $ 2,500.00 |
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Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) |
Robert Young 2014 (3) | $ - | $ 5,000.00 | $ 5,000.00 |
Robert Young 2013 | $ - | $ 5,000.00 | $ 5,000.00 |
Robert Young 2012 | $ - | $ 2,500.00 | $ 2,500.00 |
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) |
Shervin Talieh 2015 | $ - | $ 7,500 | $ 7,500 |
Shervin Talieh 2014 | $ - | $ 5,000 | $ 5,000 |
Robert Young 2015 | $ - | $ 7,500 | $ 7,500 |
Robert Young 2014 | $ - | $ 5,000 | $ 5,000 |
Kevin Scott 2015 | $ - | $ 7,500 | $ 7,500 |
Meddy Sahebi 2015 | $ - | $ - | $ - |
William Maloney 2015 | $ - | $ - | $ - |
Juha Rouvinen 2015 | $ - | $ - | $ - |
Daniel Elliott 2015 | $ - | $ - | $ - |
Erin Falconer 2015 | $ - | $ - | $ - |
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(1) This column represents the amount of cash compensation earned in fiscal years 2012. 2013,2014, and 20142015 for Board and committee service.
(2) This column represents the grant date fair value of restricted share awards granted in fiscal years, 2012, 2013,2014, and 20142015 in accordance with FASB ASC Topic 718. The grant date fair value of restricted share unit awards is the closing price of our common stock shares on the date of grant.
(3)
Mr. Young was appointed as an independent director and was granted 50,000 shares for his service as a board member for 2012 and 100,000 shares for 2013 and 2014
Change of Control and Termination Provisions
We currently do not havinghave any stock options issued and outstanding to our non-employee directors. In the event of a dissolution or liquidation of the company or if we are acquired by merger or asset sale or in the event of other change of control events, no acceleration of the termination of any of the restrictions applicable to Restricted Shares, Restricted Stock
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Unit Awards, Options or Stock Appreciation Rights as defined in the 2011 Plan shall occur in the event of a change in control, unless otherwise provided by our Board of Directors or committee thereof, in such grant.
EXECUTIVE OFFICERS AND DIRECTORS
The names, ages and positions of our executive officers and Directors as of December 31, 20142015 are as follows:
We added 24 additional board members in 2015
The biographies of Mr. Mahdi, John Bennettour directors can be found on page 52 in this Annual Report under the heading entitled “Our Directors”
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Compensation Discussion and Analysis
Compensation Philosophy and Objectives
We believe that the quality, skills and dedication of our executive officers are critical factors affecting the company's performance and shareholder value. Accordingly, the key objective of our compensation programs is to attract, retain and motivate superior executive talent while maintaining an appropriate cost structure. In addition, our compensation programs are designed to link a substantial component of our executives' compensation to the achievement of performance goals that directly correlate to the enhancement of shareholder value. Finally, our compensation programs are designed to have the right balance of short and long-term compensation elements to ensure an appropriate focus on operational objectives and the creation of long-term value.
To accomplish these objectives, the Board of Directors has structured our compensation programs to include the following key features and compensation elements:
· base salaries, which generally are set below the median of our peer group companies and take into consideration the Company’s cash flow and revenues;
· equity-based compensation, which aligns our executives' interests with those of our shareholders and promotes executive retention; and
· in most cases, both our performance-based and service-based restricted share units will provide for vesting over four years, thereby promoting the enhancement of long-term shareholder value and executive retention.
The Board also generally seeks to compensate its executives through determinable base cash salaries that are sensitive to the company’scompany’s cash resources but that also provide for motivational incentive and maintain continuity of management.
The Board seeks to maintain a balance among fixed and variable compensation, cash and equity, and annual and longer-term incentive compensation to mitigate the risk arising from any element of compensation.
Compensation Committee
We currently do not have a standing compensation committee of our Board of Directors at the current time, which is again due to the size of our operations. As our company grows, we plan to establish a compensation committee to address this specific area. The functions of a compensation committee are currently being performed by our three-member Board.
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Independent Consultants and Advisors
The Board has the authority to retain and terminate any independent, third-party compensation consultants and to obtain advice and assistance from internal and external legal, accounting and other advisors. During our 2011 fiscal year, the Board engaged the EMCI/Hanover Group (“EMCI”(“EMCI”), an independent third-party, as its independent adviser for certain executive compensation matters. EMCI was retained by the Board to provide an independent review of the company's executive compensation programs, including an analysis of both the competitive market and the design of the programs. More specifically, EMCI furnished the Board with letter reporting on the fairness of the employment contracts entered into with our chief executive officer and chief financial, which he reported as both fair and necessary to provide for continuity of management, motivational incentive and economic reward, given the progress of the company for the last two fiscal years. The company paid EMCI $1,000.00 for its consulting services related to the above mentioned advisory services.
Role of Executive Officers in Compensation Decisions
Since our Board is composed of our chief executive officer and our chief financial officer, our executives are directly involved in all facets of our compensation structure and in the implementation of the long-term executive agreements entered into with our chief executive officer and our chief financial officer. However, in determining the fairness, which took into account the company’scompany’s revenue growth and the benefit to our shareholders in providing continuity of management at this critical stage in the company’scompany’s growth makes, the considerations and recommendations of the third independent Board member and the EMCI were heavily weighted.
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Fiscal Year 20142015 and 20132014 Executive Compensation
Summary of Fiscal Year 20142015 and 20132014 Compensation Decisions
In 2012, the Company achieved significant growth in revenue, as well as in adjusted and GAAP operating income, net income and earnings per share. We realized strong revenue growth across all of our market segments, maintaining a diversified and balanced business portfolio. As a result of the company's excellent performance in fiscal year 2011, we decided in 2011 to enter into long-term employment agreement with our CEO and CFO to ensure continuity of management. The agreements are discussed in this proxy statement under the heading entitled “Executive Employment Agreements.”entitled. On October 1, 2015 we entered into a new 2-year employment contract with Kambiz Mahdi our CEO.
Elements of Compensation
We may allocate compensation among the following components for our named executive officers:
· base salary;
· annual incentive bonus awards;
· performance-based and service-based stock incentive awards;
· performance based deferred compensation; and
· other benefits.
As discussed above, a key element of our compensation philosophy is that a significant portion of executive compensation is comprised of long-term elements that encourage our executives to stay with the company, which we believe provides for a stable working environment that ultimately benefits our shareholders
Other Benefits
Executive officers are eligible to participate in all of the company's employee benefit plans, such as medical, dental, vision, group life, disability, and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to applicable law.
Termination and Change of Control Arrangements
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Our CEO and CFO are entitled to certain termination and change of control benefits under their employment agreements. These benefits are described and quantified under the section entitled "Executive Compensation—Compensation—Potential Payments Upon Termination or Change of Control."
Compensation Risk Assessment
With the assistance of EMCI, the Board reviewed our compensation policies and practices and determined that our compensation programs do not encourage excessive or inappropriate risk-taking. While, a majority of the Board is comprised of our executive officers, the Board believes that the design and mix of our compensation programs appropriately encourage our executive and senior officers to focus on the creation of long-term shareholder value. In its review, the Board noted the following features:
· base salaries, which generally are set below the median of our peer group companies and take into consideration the Company’s cash flow and revenues;
· equity-based compensation, which aligns our executives' interests with those of our shareholders and promotes executive retention; and
· in most cases, both our performance-based and service-based restricted share units will provide for vesting over four years, thereby promoting the enhancement of long-term shareholder value and executive retention.
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Family Relationship
We currently do not have any officers or directors of our Company who are related to each other.
Involvement in Certain Legal Proceedings
During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:
(1)
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2)
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i.
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4)
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
(5)
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
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(6)
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
(7)
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8)
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Compliance with Section 16(a) of the Exchange Act
Section 16(a)We do not yet have a class of equity securities registered under the Securities Exchange Act of 1934, requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to fileas amended. Hence, compliance with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2014, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2014, and the representations madethereof by the reporting persons to us, we believe that during the year ended December 31, 2014, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements. is not required.
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Item 11. | Executive Compensation.
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The following table sets forth the fiscal year 2012, 2013, 2014 and 20142015 compensation for:
· Kambiz Mahdi, our Chief Executive Officer; and
· John Bennett, our Chief Financial Officer; andOfficer
The executive officers included in the Summary Compensation Table are referred to in this proxy statementform 10K as our named executive officers. A detailed description of the plans and programs under which our named executive officers received the following compensation can be found in the section entitled "Compensation Discussion and Analysis.”
Summary Compensation Table
Salary | Bonus | Stock Awards | Option Awards | Non-equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total | ||
Name and Principal Position | Year | ($) | ($)(3) | ($)(4) | ($) | ($) | ($) |
| ($) |
Kambiz Mahdi (1) | 2013 | $ 130,000 | $ - | $ - | $ - | $ - | $ - | $ - | $ 130,000 |
Chief Executive Officer | 2014 | $ 128,707 | $ - | $ 10,000 | $ - | $ - | $ - | $ - | $ 138,707 |
2015 | $ 178,836 | $ - | $ 7,500 | $ - | $ - | $ - | $ - | $ 186,336 | |
John Bennett (2) | 2013 | $ 114,000 | $ - | $ - | $ - | $ - | $ - | $ - | $ 114,000 |
Chief Financial Officer | 2014 | $ 101,891 | $ - | $ 30,000 | $ - | $ - | $ - | $ - | $ 131,891 |
2015 | $ 126,758 | $ - | $ 27,500 | $ - | $ - | $ - | $ - | $ 154,258 |
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| Salary | Bonus | Stock Awards | Option Awards | Non-equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total |
Name and Principal Position | Year | ($) | ($)(3) | ($)(4) | ($) | ($) | ($) |
| ($) |
Kambiz Mahdi (1) | 2012 | $ 149,989 | $ - | $ - | $ - | $ - | $ - | $ - | $ 149,989 |
Chief Executive Officer | 2013 | $ 130,000 | $ - | $ - | $ - | $ - | $ - | $ - | $ 130,000 |
| 2014 | $ 128,707 | $ - | $ 10,000 | $ - | $ - | $ - | $ - | $ 138,707 |
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John Bennett (2) | 2012 | $ 124,385 | $ - | $ - | $ - | $ - | $ - | $ - | $ 124,385 |
Chief Financial Officer | 2013 | $ 114,000 | $ - | $ - | $ - | $ - | $ - | $ - | $ 114,000 |
| 2014 | $ 101,891 | $ - | $ 30,000 | $ - | $ - | $ - | $ - | $ 131,891 |
1)
For 2013,2014, Mr. Mahdi’sMahdi’s salary was $150,000, pursuant to his employment agreement. For the year 2013 Mr. Mahdi took a voluntary pay cut of 13% from $150,000 to $130,000. For the year 2014 Mr. Mahdi took a voluntary pay cut of 14% from $150,000 to $128,807. On October 1, 2015 we entered into a new employment agreement with Mr. Mahdi for 2 years with an annual salary of $275,000 In 2015 Mr. Mahdi was paid total salary of $178,836. In 2015 and 2014 Mr. Mahdi received $7,500 and $10,000 respectively in the form of Common stock for his service on the Board of directors.
2) For the For the year 2012 Mr. Bennett took a voluntary pay cut of 11% from $140,000 to $124,385. For the year 2013 Mr. Bennett took a voluntary pay cut of 19% from $140,000 to $114,000. In 2013, Mr. Bennett was to receivetoreceive 100,000 shares of common stock per quarter, pursuant to his employment agreement but has elected to postpone and thepostponeandthe share grants until the company regains profitability. In 2014 Mr. Bennett took a 27%a27% pay cut from $140,000 to $101,891. As a result $101,891.In 2015Mr. Bennett was Granted $0,000 in additional compensation in the form of Common stock. In addition in 2014,took a10% pay cut from $140,000 to $126,000. Inaddition, in2015 and2014, Mr. Bennett received $10,000received$7,500 and$10,000 in the form of Common stock for his service on the Board of directors.directors.Inaddition, in2015 and2013, Mr. Bennett received$20,000 and$20,000 in the form of Common stockper his employment agreement.
3) There were no bonuses paid or accrued for any executives for fiscal years 2012, 2013forfiscal years2013, 2014 and 2014.2015.
4) Mr. Bennett was issued an option to purchase 30,000 shares of our common stock on February 8, 2007 at $1.73 under our 2006 Plan and an option to purchase 30,000 shares of our common stock atstockat $.33 per share onshareon February 28, 2008. Both option grants expire on February 08, 2017. As of DecemberofDecember 31, 2014,2015, Mr. Bennett has not exercised his option grants.
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Outstanding Equity Awards at 20112015 Fiscal Year-End
The following table presents information about outstanding options and stock awards held by our named executive officers as of December 31, 2014.2015.
| Option Awards |
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| Number | Market | Number of | Market or | |||||||||
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| of Shares | Value of | Unearned | Payout Value | |||||||||
| Securities | Securities |
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| or Units | Shares or | Shares, Units | of Unearned | |||||||||
| Underlying | Underlying |
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| of Stock | Units of | or Other | Shares, Units | |||||||||
| Unexercised | Unexercised | Option |
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| That | Stock That | Rights That | or Other | |||||||||
| Options | Options | Exercise | Option |
| Have Not | Have Not | Have Not | Rights That | |||||||||
| Exercisable | Unexercised | Price | Expiration |
| Vested | Vested | Vested | Have Not | Option Awards |
| Stock Awards | ||||||
Name | (#) (1) | (#) | ($) | Date |
| (#) | ($) | (#) | Vested ($) |
Number of Securities Underlying Unexercised Options Exercisable (#) (1) |
Number of Securities Underlying Unexercised Options Unexercised (#) |
Option Exercise Price ($) |
Option Expiration Date |
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Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Kambiz Mahdi | — | — | — | — |
| — | — | — | — | — | — | — |
| — | — | — | ||
John Bennett | 30,000 | — | $1.73 | February 8, 2017 |
| — | — | — | 30,000 | — | $1.73 | February 8, 2017 |
| — | — | — | ||
| 30,000 | — | .333 | February 8, 2017 |
| — | — | — | 30,000 | — | .333 | February 8, 2017 |
| — | — | — | ||
_______________
(1)Mr. Bennett was issued an option to purchase 30,000 shares of our common stock on February 8, 2007 at $1.73 under our 2006 Plan and an option to purchase 300,000 shares of our common stock on February 28, 2008. Both option grants expire on February 08, 2017. As of December 31, 2013,2014, Mr. Bennett has not exercised his option grants.
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The company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”“Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718,Compensation-Stock Compensation), which supersedes APB Opinion No. 25, “Accounting“Accounting for Stock Issued to Employees”Employees”, and its related implementation guidance and eliminates the alternative to use Opinion 25’s25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date, (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black- Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of SFAS No. 123R; however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility; however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our industry. For the “risk-free“risk-free interest rate”rate”, we use the Constant Maturity Treasury rate on 90 day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20 trading day average. At the time of grant, the share based-compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates.
We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share based awards. The expense is recognized over the period during which an employee is required to provide service in
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exchange for the award, the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the years ended December 31, 20142015 and 2013, we had $0 in non-vested expense to be recognized.
Executive Employment Agreements
On September 1, 2011, the Board approved long-term executive employment agreements with our Chief Executive Officer, Kambiz Mahdi and Chief Financial Officer John Bennett, for a period of five years from execution, unless terminated earlier pursuant to the terms of their respective agreements.
Mr. Mahdi will receive an annual compensation of $150,000 per year, subject to annual increases based on the greater of the consumer price index or 5.0% to take into account annual cost of living increases and also subject to such increases as may from time to time be determined by the Board of the Directors of the Company. In addition, Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or two (2) years, whichever is greater.On October 1, 2015 we entered into a new employment agreement with Mr. Mahdi for2 years with an annual salary of $275,000.In addition, Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or (1) year, whichever is greater.
Mr. Bennett will receive an annual compensation of $140,000 per year, subject to annual increases based on the greater of the consumer price index or 5.0% to take into account annual cost of living increases and also subject to such increases as may from time to time be determined by the Board of the Directors of the Company. Additionally, Mr. Bennett will receive $40,000, payable in 800,000 shares of the company’scompany’s common stock at $.05 per share, as a retention bonus. The shares will be issued at the rate of 100,000 shares per quarter, on the 15th day of each quarter, commencing on September 15, 2011 and continuing for the following seven quarters.Mr. Bennett will also receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder or the Employment Period or two (2) years, whichever is greater.
Potential Payments upon Termination or Change of Control
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Severance Benefits
Mr. Mahdi will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Mahdi would have been entitled to receive through the remainder or the Employment Period or two (2) years,One (1) year, whichever is greater.
Mr. Bennett will receive a severance benefit consisting of a single lump sum cash payment equal the salary that Mr. Bennett would have been entitled to receive through the remainder or the Employment Period or two (2) years, whichever is greater.
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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The following table shows, as of March 31, 2015, the number of shares of our common stock beneficially owned by (1) any person who is known by us to be the beneficial owner of more than 5.0% of the outstanding shares of our common stock; (2) our directors; (3) our named executive officers; and (4) all of our directors and executive officers as a group. The percentage of common stock beneficially owned is based on 30,676,445shares30,676,445 shares of our common stock outstanding as of December 31, 2014.2015. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes securities over which a person has voting or investment power and securities that a person has the right to acquire within 60 days.
Name of Beneficial Owners(1) | Number of Shares of Common Stock Beneficially Owned | Percentage |
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Kambiz Mahdi(2) Director | 6,716,000 | 21.89% |
John Bennett(3) Director | 702,093 | 2.29% |
Shervin Talieh (4) Director | 250,000 | * |
Robert Young (5) Director | 250,000 | * |
Bijan Israel(6) | 3,173,417 | 10.34% |
Luxus Micro Cap, SA. (7) Director | 6,425,626 | 20.95% |
All directors and officers as a group (5 persons) | 14,343,719 | 67.76% |
Name of Beneficial Owners(1) | Number of Shares of Common Stock Beneficially Owned | Percentage |
ETI Capital Partners (8) | 99,910,323 | 72% |
Kambiz Mahdi (2) and (12) Director | 6,716,000 | 5% |
John Bennett (3) Director | 1,359,200 | 1% |
Shervin Talieh (4) Former Director | 250,000 | 0% |
Kevin Scott | 150,000 | 0% |
Robert Young (5) Director | 400,000 | 0% |
Luxus Micro Cap, SA. (7) Forner Director | 6,725,626 | 5% |
Meddy Sahebi – Director (9) | - | 0% |
William Maloney – Director (10) | - | 0% |
Juha Rouvinen – Director (11) | - | 0% |
Daniel Elliott – Director | - | 0% |
Erin Falconer - Director | - | 0% |
All directors and officers as a group (5 persons) | 115,511,149 | 84% |
Total Outstanding | 139,521,765 | 100% |
(8)
ETI Partners IV LLC (“P-IV”) is a private investment company organized as a Delaware limited liability company, with its principal offices c/o Energy Technology Innovations, Inc., 901 Washington Boulevard, Suite 208, Marina Del Rey, CA 90292. Energy Technology Innovations, Inc. is the Manager of P-IV. Mr. Meddy Sahebi is the President of Energy Technology Innovations, Inc.
[Note: This ties to an ownership report of 99,910,321 shares of CETY – P-IV privately disposed of 1,000,000 shares to a non-affiliate, so it now holds only 99,910,321 shares.]
(9)
Mr. Sahebi may be deemed indirectly to beneficially own 17,000,000 shares of common stock through his ownership interest in P-IV. P-IV is the beneficial owner of 99,910,321 shares of common stock. Mr. Sahebi, is the President of Energy Technology Innovations, Inc., which is the Manager of P-IV. As President of the Manager of P-IV, Mr. Meddy Sahebi may be deemed to be the indirect beneficial owner of 99,910,321 shares of common stock beneficially owned by P-IV.
(10)
Mr. Maloney may be deemed indirectly to beneficially own 7,560,321 shares of common stock through his ownership interest in P-IV. Mr. Maloney does not have the power to vote or direct the vote or dispose or direct the disposition of any shares of common stock.
(11) Mr. Rouvinen may be deemed indirectly to beneficially own 10,000,000 shares of common stock through his ownership interest in P-IV. Mr. Rouvinen does not have the power to vote or direct the vote or dispose or direct the disposition of any shares of common stock.
(12)
Includes 16,000,000 shares of common stock as to which Mr. Mahdi may be deemed to have indirect beneficial ownership through his ownership interest in P-IV. Mr. Mahdi’s ownership interest in P-IV is subject to repurchase by P-IV for nominal consideration over a four-year vesting period based on his continued service to the Company. The repurchase right lapses as to one-fourth of Mr. Mahdi’s ownership interest in P-IV on each of the first through fourth anniversaries of October 1, 2015. Mr. Mahdi does not have the power to vote or direct the vote of any of such shares of common stock as to which he may be deemed to have indirect beneficial ownership.
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Item 13. | Certain Relationships and Related Transactions, and Director Independence.
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Director Independence
We have a four-membernine-member Board of Directors. Due to the size of our company and the difficulty in finding directors that are competent or have experience in our industry, only onesix of our directors can be deemed an “independent director.“independent directors.”
While our stock is not listed on the New York Stock Exchange, our independent directordirectors would qualify as independent under the rules of the New York Stock Exchange.
Review of Related Person Transactions
Our Code of Business Conduct and Ethics provides guidance for addressing actual or potential conflicts of interests, including those that may arise from transactions and relationships between us and our executive officers or directors, such as:
·
Business transaction between the company and any executive are prohibited, unless otherwise approved by the Board;
·
Activities that may interfere with an executive’s performance in carrying out company responsibilities;
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Activities that call for the use of the company’s influence, resources or facilities; and
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Activities that may discredit the name or reputation of the company.
We have various procedures in place to identify potential related person transactions, and the Board of Directors and a separate compliance committee work together in reviewing and considering whether any identified transactions or relationships are covered by the Code of Business Conduct and Ethics. A copy of the company's Code of Business Conduct and Ethics on the Corporate Governance is on our website atwww.probeglobal.comhttp://CETY.io/.
Transactions with Related Persons
Note Payable - On June 23, 2010 we entered short term $70,000 demand note to B&S Development Group, LLC. The term of this note is four month due on October 23, 2010 with an interest rate of 15.00% percent per annum. This note required the payment of a 12.00% due diligent fee to be amortized over the life of the note. Total payments for interest and due diligent fees are $3,000 per month. Bijan Israel is one of our largest shareholders; beneficially owning 69,959,347 shares of common stock. On February 17, 2011 the balance of this note was paid in full. As of December 31, 2013 the outstanding balance was zero.
Kambiz Mahdi, our Chief Executive Officer, owns Billet Electronics, which is an independent distributor of electronic components. From time to time we purchase parts from Billet Electronics. In addition, from time to time we provide assembly and value added services to Billet Electronics. In addition Billet was a supplier of parts and had dealings with current and former customers of our company. Our board of directors has approved such transactions of our chief executive officer.
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TableKevin Scott, one of Contents
our Former Board of Directors members, owns SK Polymers. SK Polymers is a supplier to the Company. Our board of directors has approved the supply transactions between SK Polymers and the Company.
On March 20, 2013, we completed the acquisition of Trident Manufacturing, Inc and as a resultSeptember 4, 2014, we issued 1,600,000 shares of our common stock at $.07
On January 25, 2013 we issued 110,000 of common stock for services at $.10
On January 25, 2013 we issued 10,000 of common stock to employees at $.10
On June 26, 2011 we issued 100,000729,167 shares of common stock to John Bennett, our Chief Financial Officer, as additional compensationLuxus Micro Cap S.A. (controlled by director Juhani Taskinen) for 2011, these shares were previouslyconversion of accrued and to be issued.
On June 26, 2011 we issued 100,000 shares of common stock to Linwood Goddard, our Vice President of Quality, as additional compensation for 2011, these shares were previously accrued and to be issued.
On June 26, 2011 we issued 50,000 shares of common stock to Shervin Talieh for Board of Director fees for April 2011 through March 2012.interest under the Series D Preferred Stock at $.08 per share
On November 15, 2014, we issueissued 400,000 shares of common stock to John Bennett, our Chief Financial Officer, as additional compensation and accrued for 100,000 shares for board of director compensation at $.05 per share.
On November 15, 2014, we issued 100,000 shares of common stock and accrued for 100,000 shares of common stock for board of director compensation to Kam Mahdi our Chief Executive officer at $.05 per share.
On November 15, 2014, we issued 100,000 shares of common stock and accrued for 100,000 shares of common stock for board of director compensation to Robert Young at $.05 per share.
On November 15, 2014, we issued 100,000 shares of common stock and accrued for 100,000 shares of common stock for board of director compensation to Shervin Talieh at $.05 per share.
On September 11, 2015, we issued 400,000 shares of common stock to John Bennett, our Chief Financial Officer, as additional compensation at $.05 per share.
On September 11, 2015, we issued 150,000 shares of common stock for board of director compensation to Kam Mahdi our Chief Executive officer at $.05 per share.
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On September 11, 2015 we issued 150,000 shares of common stock for board of director compensation to Robert Young at $.05 per share.
On September 11, 2015 we issued 150,000 shares of common stock for board of director compensation to Shervin Talieh at $.05 per share.
On September 11, 2015 we issued 150,000 shares of common stock and accrued for 150,000 shares of common stock for board of director compensation to Kevin Scott at $.05 per share.
On September 11, 2015 we issued 150,000 shares of common stock shares of common stock for board of director compensation to Juhani Taskinen at $.05 per share.
On September 11, 2015 we issued 150,000 shares of common stock shares of common stock for board of director compensation to John Bennett our Chief Financial Officer at $.05 per share.
Convertible Promissory Note
On February 15, 2013 we entered into a convertible promissory note with a related party for $120,000. The note bears interest at the rate of 10% simple interest and is convertible at $.10 per share and is due on February 15, 2015.
On May 10, 2013 notice of conversion for the entire note was given. The shares were converted at $.10. As a result, the company issued 1,200,000 shares of common stock. The balance due on the note on December 31, 2012 is $0
On August 7, 2013, we held our initial closing of our Series D Preferred Stock private financing offering with two related parties, whereby we received $750,000 in financing. Our Series D Preferred Stock offering terms allow us to raise up to $1,000,000 US with an over-allotment of $500,000 in multiple closings over the course of 6 months.
The following are primary terms of the Series D Preferred Stock Offering. The Series D Preferred holders will be paid a special monthly divided at the rate of 17.5% per annum or at the option of the Investor such special may accrue such special dividends. If the Company does not pay the special dividend within five (5) business days from the end of the calendar month for which the payment of such dividend to owed, the Company will pay the investor a penalty of 3.5%. Any unpaid or accrued special dividends will be paid upon a liquidation or redemption. For any other dividends or distributions, participation with common stock on an as-converted basis. The Series D Preferred holders may elect to convert the Series D Preferred Stock, in his sole discretion, at any time after a one year (1) year holding period, by sending the Company a notice to convert. The conversion rate shall equal to the greater of $0.08 or a 20% discount to the average of the three (3) lowest closing market prices of the common stock during the ten (10) trading day period prior to conversion. The Series D Preferred shall be redeemable from funds legally available for distribution at the option of the individual holders of the Series D Preferred commencing any time after the one (1) year period from the Closing (the “Redemption Period”“Redemption Period”) at a price equal to the Purchase Price plus all accrued but unpaid dividends. If Company is not in financial position to pay it back it need to notify the Investors thirty (30) days prior the Redemption Period commencing and both parties will negotiate in good faith for an extension of the Redemption Period. Notwithstanding, the Company may elect to redeem the Series D Preferred shares any time after the Closing at a price equal to Purchase Price plus all accrued but unpaid dividends subject to the Investors
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right to convert by providing the Investors written notice about its intent to redeem whereby the Investor shall have the right to convert per the terms of the conversion terms at least ten (10) days prior to such redemption by the Company.
On June 25th, 2013 we received $500,000 from a related party and issued 5,000 shares of Preferred Series D Preferred stock.
On September 8, 2015 the investors signed an estoppel agreement, whereby the investors agreed to reduce, (effective as of June 30, 2015), the dividend rate on the Series D Preferred Stock to six percent per annum and to terminate the penalty provided for in the IAs in respect of unpaid dividends accruing on or after such date.
On September 19th 2013 we received $250,000 from a related party and issued 2,500 shares of Preferred Series D Preferred stock. On September 8, 2015 the investors signed an estoppel agreement, whereby the investors agreed to reduce, (effective as
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On December 4, 2013 we issued 1,000,000 Shares of common stockJune 30, 2015), the dividend rate on the Series D Preferred Stock to an accredited investor at $.10six percent per share.annum and to terminate the penalty provided for in the IAs in respect of unpaid dividends accruing on or after such date.
Item 14. Principal Accounting Fees and Services.
The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended December 31, 20142015 and December 31, 20132014 are set forth in the table below:
Services: |
| 2014 | 2013 | 2015 | 2014 | |
Audit Fees (1) |
| $ 29,000 | $ 29,000 | $ 49,813 | $ 45,000 | |
Audit Related Fees (2) |
| 702 | - | 1,200 | 702 | |
Tax Fees (3) |
| 985 | 985 | 1,500 | 1,500 | |
Total |
| $ 30,687 | $ 24,985 | $ 52,513 | $ 47,202 |
(1) | Audit fees billed in
|
(2) | Audit-related fees related to financial accounting and reporting consultations, assurance and related services.
|
(3) | Tax services consist of tax compliance and tax planning and advice.
|
The Board of Directors pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(b) of the Exchange Act and the rules and regulations of the SEC. All services rendered by our principal auditor for the years ended December 31, 20142015 and 2013 were pre-approved in accordance with the policies and procedures described above.
Auditor Independence
The Board of Directors has considered whether the provision of the above noted services is compatible with maintaining our independent registered public accounting firm’sfirm’s independence and has concluded that the provision of such services has not adversely affected the independent registered public accounting firm’sfirm’s independence.
The information required by this Item is incorporated by reference to our definitive proxy statement to be filed with respect to our 2014 annual meeting of stockholders.
Board of Directors Audit Report to Shareholders
Since we do not have a standing Audit Committee our full Board of Directors oversees our financial reporting process. Our management has the primary responsibility for our financial statements as well as our financial reporting process, principles and internal controls. The independent registered public accounting firm is responsible for performing an audit of our financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States of America.
In this context, the Board of Directors has reviewed and discussed our audited financial statements as of December 31, 20142015 and December 31, 20132014 with management and the independent registered public accounting firm. The Board of Directors has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 61,Professional Standards, as amended. In addition, the Board of Directors has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board
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Standard No. 1,Independence Discussions with Audit Committees, as currently in effect, and it has discussed their independence with us.
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Item 15. Exhibits, Financial Statement Schedules.
(a)(1)Financial Statements:
The consolidated financial statements and the related notes are included in Item 8 herein.
(a)(2) Financial Statement Schedule:
All schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(a)(3)Exhibits:
The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.
(b) Exhibits:
See Item 15(a)(3) above.
(c) Financial Statement Schedule:
All schedules have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine,Costa Mesa, State of California on the 28thXXth day of April, 2015.2016.
PROBE MANUFACTURING, INC.
______________________________
REGISTRANT
/s/ Kambiz Mahdi
___________________
By: Kambiz Mahdi
Chief Executive Officer
Date: April 28, 201514, 2016
/s/ John Bennett
___________________
By: John Bennett
Chief Financial Officer
Date: April 28, 201514, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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Signature Title
/s/ Kambiz Mahdi Chief Executive Officer and Director
_______________________ (principal executive officer)
By: Kambiz Mahdi
Date: April 28, 201514, 2016
/s/ John Bennett Chief Financial Officer and Director
_______________________ (principal financial officer)
By: John Bennett
Date: April 28, 2015
14, 2016
/s/ Shervin Talieh Director
_______________________
By: Shervin Talieh
Date: April 28, 2015
/s/Robert Young | /s/ Juha Rouvinen |
Robert Young – Director Dated: April 14, 2016 | Juha Rouvinen – Director Dated: April 14, 2016 |
/s/Meddy Sahebi | /s/ William Maloney |
Meddy Sahebi – Director Dated: April 14, 2016 | William Maloney – Director Dated: April 14, 2016 |
/s/ Daniel Elliott | /s/ Erin Falconer |
Daniel Elliott – Director Dated: April 14, 2016 | Erin Falconer – Director Dated: April 14, 2016 |
/s/ Robert Young Director
_______________________
By: Robert Young
Date: April 28, 2015
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS
1. | No annual report to security holders covering the company’s last fiscal year has been sent as of the date of this report. |
2. | No proxy statement, form of proxy, or other proxy soliciting material relating to the company’s last fiscal year has been sent to any of the company’s security holders with respect to any annual or other meeting of security holders. |
3. | If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders. |
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EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference; in this Annual Report on Form 10-K for the fiscal year ended DecemberendedDecember 31, 20132015 (and are numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT
NUMBER DESCRIPTION
3.1 Articles of Incorporation (included as exhibit 3.1 to the Form SB-2/A filed on June 10, 2005 and incorporated herein by reference).
3.2 Bylaws (included as exhibit 3.2 to the Form SB-2/A filed on June 10, 2005 and incorporated herein by reference).
14.1 Code of Ethics (included as exhibit 14.1 to the Form 10-KSB on April 5, 2007 and incorporated herein by reference).
21.1* List of Subsidiaries
23.1* Consent of MartinelliMickFruci & Associates II, PLLC
31.1* Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
_________________
* Filed herewith
** Furnished herewith
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