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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
The Year Ended December 31, 2009
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Nevada
|
|
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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1691
Michigan Avenue, Suite 425
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Miami
Beach, Florida
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33139
|
|
(Address
of principal executive offices)
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(Zip
Code)
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Securities
registered under Section 12(b) of
the
Exchange Act:
|
None.
|
|
Securities
registered under Section 12(g) of
the
Exchange Act:
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Common stock, par value $0.001
per share.
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(Title
of class)
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|
Large
accelerated filer
|
o
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Accelerated
filer
|
o
|
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
|
(Do
not check if a smaller reporting company)
|
|
PART
I
|
|||
|
ITEM
1.
|
DESCRIPTION OF BUSINESS
|
1
|
|
|
ITEM
2.
|
PROPERTIES
|
2
|
|
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ITEM
3.
|
LEGAL PROCEEDINGS
|
2
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|
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ITEM
4.
|
(
REMOVED
AND RESERVED)
|
2
|
|
|
PART
II
|
|||
|
ITEM
5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
|
2
|
|
|
ITEM
6.
|
SELECTED FINANCIAL DATA
|
2
|
|
|
ITEM
7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|
2
|
|
|
ITEM
7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
|
5
|
|
|
ITEM
8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
|
F-
|
|
|
ITEM
9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
6
|
|
|
ITEM
9A(T).
|
CONTROLS AND PROCEDURES
|
6
|
|
|
PART
III
|
|||
|
ITEM
10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
6
|
|
|
ITEM
11.
|
EXECUTIVE COMPENSATION
|
||
|
ITEM
12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
7
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ITEM
13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
|
8
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ITEM
14.
|
PRINCIPAL ACCOUNTANT FEES AND
SERVICES
|
8
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PART
IV
|
|||
|
ITEM
15.
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EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
|
9
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|
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SIGNATURES
|
|
10
|
|
Quarter
ended
|
Low
Price
|
High
Price
|
||||||
|
December
31, 2009
|
$ | 0.002 | $ | 1.01 | ||||
|
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
|
Convertible
notes issued on September 25, 2009
|
40,000,000
|
|||
|
Preferred
stock issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
25,000,000
|
|||
|
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
3,066,665
|
|||
|
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
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500,000
|
|||
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Total
potentially outstanding dilutive shares
|
68,566,665
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|||
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CONSOLIDATED
BALANCE SHEET AT DECEMBER 31, 2009
|
F-2
|
|||
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CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 3, 2009 (INCEPTIONS)
THROUGH DECEMBER 31, 2009
|
F-3
|
|||
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STATEMENT
OF STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM SEPTEMBER 3, 2009
(INCEPTIONS) THROUGH DECEMBER 31, 2009
|
F-4
|
|||
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CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 3, 2009 (INCEPTIONS)
THROUGH DECEMBER 31, 2009
|
F-5
|
|||
|
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-6
|
|
ASSETS
|
||||
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CURRENT
ASSETS:
|
||||
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Cash
|
$ | 603,156 | ||
|
Inventory
|
72,768 | |||
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Prepaid
expenses and other current assets
|
95,694 | |||
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Total
current assets
|
771,618 | |||
|
OTHER
ASSETS:
|
||||
|
Security
deposits
|
36,257 | |||
|
Office
and computer equipment (net of accumulated depreciation
of $441)
|
17,191 | |||
|
Total
other assets
|
53,448 | |||
|
TOTAL
ASSETS
|
$ | 825,066 | ||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||
|
LIABILITIES:
|
||||
|
CURRENT
LIABILITIES
|
||||
|
Accounts
payable and accrued expenses
|
$ | 183,065 | ||
|
Accrued
expenses, related parties
|
1,900 | |||
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Total
current liabilities
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184,965 | |||
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Convertible
notes payable, net of discount of $43,247
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56,753 | |||
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Derivative
Liabilities
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7,126,823 | |||
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Total
liabilities
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7,368,541 | |||
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Stockholders'
Deficit:
|
||||
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Series
A Convertible Preferred stock: $0.001 par value; 20,000,000 shares
authorized and designated as Series A; 10,000,000 shares issued and
outstanding
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10,000 | |||
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Common
stock: $0.001 par value; 500,000,000 shares authorized; 72,824,214 shares
issued and outstanding
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72,825 | |||
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Additional
paid-in-capital
|
174,883 | |||
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Deficit
accumulated during the development stage
|
(6,801,183 | ) | ||
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Total
stockholders’ deficit
|
(6,543,475 | ) | ||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 825,066 | ||
|
See
notes to the consolidated financial
statements.
|
||||
|
Revenues
|
$ | - | ||
|
Operating
expenses
|
||||
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Compensation
|
263,278 | |||
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General
and administrative
|
75,509 | |||
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Loss
from operations
|
(338,787 | ) | ||
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Other
income (expense)
|
||||
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Interest
expense, net
|
7,642 | |||
|
Loss
(gain) on change in fair value of derivative liability
|
6,454,754 | |||
|
Total
other income (expense)
|
6,462,396 | |||
|
Loss
before income taxes
|
(6,801,183 | ) | ||
|
Provision
for income taxes
|
- | |||
|
Net
loss
|
$ | (6,801,183 | ) | |
|
Net
loss per common share - basic and diluted
|
$ | (0.10 | ) | |
|
Weighted
average number of common shares outstanding – basic and
diluted
|
70,396,438 | |||
|
See
notes to the consolidated financial statements.
|
||||
|
Common
Stock
|
Additional
|
Total
|
||||||||||||||||||||||||||
|
Preferred
Shares
|
Preferred
Amount
|
Shares
|
Amount
|
Paid-in
Capital
|
Accumulated
Deficit
|
Stockholders'
Deficit
|
||||||||||||||||||||||
|
Balance
at September 3, 2009 (Inception)
|
- | $ | - | $ | 50,000,000 | $ | 50,000 | $ | (50,000 | ) | $ | - | $ | - | ||||||||||||||
|
Reverse
acquisition
adjustment
|
10,000,000 | 10,000 | 19,757,549 | 19,758 | (70,515 | ) | (40,757 | ) | ||||||||||||||||||||
|
Sale
of common (net of
derivative
liability of
warrants
of $586,535)
|
3,066,665 | 3,067 | 330,398 | 333,465 | ||||||||||||||||||||||||
|
Net
loss
|
(6,801,183 | ) | (6,801,183 | ) | ||||||||||||||||||||||||
|
Balance
at December 31, 2009
|
10,000,000 | 10,000 | $ | 72,824,214 | $ | 72,825 | $ | 209,883 | $ | (6,801,183 | ) | $ | (6,508,475 | ) | ||||||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||
|
Net
loss
|
$ | (6,801,183 | ) | |
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
|
Depreciation
and amortization
|
6,608 | |||
|
Changes
in operating assets and liabilities
|
||||
|
Inventory
|
(72,768 | ) | ||
|
Prepaid
expenses and other current assets
|
(95,694 | ) | ||
|
Security
deposit
|
(36,257 | ) | ||
|
Accounts
payable and accrued expenses
|
178,428 | |||
|
Accrued
expenses, related party
|
1,900 | |||
|
Change
in fair value of derivative liability
|
6,454,754 | |||
|
Net
Cash Used in Operating Activities
|
(364,212 | ) | ||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||
|
Purchase
of office and computer equipment
|
(17,632 | ) | ||
|
Net
Cash Used in Investing Activities
|
(17,632 | ) | ||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||
|
Proceeds
from notes payable
|
100,000 | |||
|
Sale
of common stock net of issuing costs
|
885,000 | |||
|
Net
Cash Provided by Financing Activities
|
985,000 | |||
|
INCREASE
IN CASH
|
603,156 | |||
|
CASH
AT BEGINNING OF PERIOD
|
- | |||
|
CASH
AT END OF PERIOD
|
$ | 603,156 | ||
|
SUPPLEMENTAL
SCHEDULE OF CASH FLOW ACTIVITIES
|
||||
|
Cash
Paid For:
|
||||
|
Interest
paid
|
$ | - | ||
|
Income
taxes
|
$ | - | ||
|
See
notes to the consolidated financial statements.
|
||||
|
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting
date.
|
|
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
|
|
l. Stock-based
compensation for obtaining employee
services
|
|
Convertible
notes issued on September 25, 2009
|
40,000,000
|
|||
|
Preferred
stock issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
25,000,000
|
|||
|
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
3,066,665
|
|||
|
Warrants
issued on December 7, 2009 in connection with the acquisition of Car
Charging, Inc.
|
500,000
|
|||
|
Total
potentially outstanding dilutive shares
|
68,566,665
|
|||
|
%
|
||||
|
Prepaid
rent
|
$ | 6,314 | ||
|
Consulting
|
75,000 | |||
|
Repairs
receivable
|
14,380 | |||
| $ | 95,694 |
|
Note
payable to an investor at 6% per annum, with principal and interest due
on September 24, 2011
|
$ | 50,000 | ||
|
Note
payable to an investor at 6% per annum, with principal and interest due
on September 24, 2011
|
50,000 | |||
| 100,00 | ||||
|
Less
unamortized discount
|
(43,247 | ) | ||
| $ | 56,753 |
|
December
31, 2009
|
||||
|
Net
deferred tax assets – Non-current:
|
||||
|
Expected
income tax benefit from NOL carry-forwards
|
$
|
136,839
|
||
|
Less
valuation allowance
|
(136,839
|
)
|
||
|
Deferred
tax assets, net of valuation allowance
|
$
|
-
|
||
|
For
the Year Ended
December
31, 2009
|
||||
|
Federal
statutory income tax rate
|
34.0
|
%
|
||
|
State
and local taxes
|
5.5
|
%
|
||
|
39,5
|
%
|
|||
|
Change
in valuation allowance on net operating loss
carry-forwards
|
(39.5
|
)%
|
||
|
Effective
income tax rate
|
0.0
|
%
|
||
|
a)
|
A
three (3) year lease for office space at approximately $75,000 per
year.
|
|
b)
|
A
two (2) year financial consulting agreement that obligates the Company to
remit $10,000 per month , 5% of any capital arranged and $500 for each
introduction to a partner/landowner who allows the installation of the
Company’s EV devices together with up to 500,000 warrants to acquire
common stock at $.60 per share and 5% of the generated revenue from the
usage of those units installed; this commitment aggregated to
$230,000 and derivative liability of $36, 120 at December 31,
2009.
|
|
c)
|
Pursuant
to several public relations agreements the Company is committed to
payments that aggregate to approximately $ 85,000 per month and issuance
of up to 125,000 shares of common stock per month; these contracts are
subject to cancellation on one month’s
notice.
|
|
Name
|
Age
|
Principal
Positions With Us
|
|
Andy
Kinard
|
44
|
President,
Director
|
|
Richard
Adeline
|
65
|
Chief
Financial Officer, Treasurer, Director
|
|
Michael
Bernstein
|
40
|
Director,
General Counsel
|
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||
|
Andy
Kinard, President,*
|
2009
|
$
|
__
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
__
|
||||||
|
Richard
Adeline, Chief Financial Officer, Treasurer*
|
2009
|
$
|
__
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
__
|
||||||
|
Belen
Flores, Founder, Chairman,
|
2009
|
$
|
__
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
__
|
||||||
|
CEO,
and CFO(1)
|
2008
|
$
|
5,000
|
0
|
$
|
0
|
0
|
0
|
0
|
0
|
$
|
5,000
|
|||||
|
Name
of Beneficial Owner
|
Number of
Common Shares Owned
|
Number
of Series A Preferred Shares
|
Number
of Warrants Owned
|
Percentage
of Class of Common Stock (2)
|
Percent
of Voting Class (3)
|
|||||
|
Richard
Adeline (1)
|
0
|
0
|
0
|
0%
|
0.00%
|
|||||
|
Andy
Kinard (1)
|
0
|
0
|
0
|
0%
|
0.00%
|
|||||
|
Michael
Bernstein (1)
|
0
|
0
|
0
|
0%
|
0.00%
|
|||||
|
Gravity
Capital Partners, Ltd.
|
30,000,000
|
6,000,000
|
0
|
41.19%
|
48.85%
|
|||||
|
Herb
Hersey
|
14,000,000
|
2,800,000
|
0
|
19.22%
|
22.79%
|
|||||
|
Jonathan
Honig
|
6,000,000
|
1,200,000
|
0
|
8.24%
|
9.77%
|
|||||
|
Barry
Honig (4)
|
4,083,333
|
0
|
833,333
|
5.60%
|
3.32%
|
|
(1)
|
We
have not entered into a formal engagement with Andy Kinard, Richard
Adeline or Michael Bernstein, however, we expect that each will receive
equity compensation under the terms of their
employment.
|
|
(2)
|
Based
on 77,849, 214 common shares outstanding after the sale of common
stock.
|
|
(3)
|
Based
on 122,824,195 shares of voting stock, calculated by adding the number of
votes of common stock with the votes of the Series A Preferred Stock.
Each share of Series A Preferred Stock has five to one voting rights
as designated in the Certificate of Designation for the Series A
Convertible Preferred Stock. The total aggregate number of votes for the
Series A Preferred Stock is 5 million.
|
|
(4)
|
Barry
Honig owns 4,083,333 shares of common stock, including 3,250,000 shares
purchased from third-party holders in a private transaction and, in
connection with the Financing Transaction, Barry Honig purchased 833,333
units consisting of (i) a share of common stock; and (ii) a warrant to
purchase a share of common stock. As disclosed above in this
Form 8-k, the warrants contain a limitation on stock ownership by Barry
Honig of 4.99%, or under certain circumstances of 9.99%. In
addition, Alan Honig, as custodian for four minor children of Barry and
Renee Honig, owns 2,578,764 registered shares of our common stock
purchased from third-party holders in private
transactions.
|
|
Barry
Honig holds voting and dispositive power over the 4,083,333 shares he
owns. He is the son of Alan Honig but does not hold any voting
or dispositive power over the shares held by Alan Honig as
custodian. Jonathan Honig is Barry Honig’s brother and Barry
does not hold any voting or dispositive power over the shares owned by
Jonathan Honig. Herb Hersey is the father of Barry Honig’s
wife, Renee Honig. Barry Honig does not hold any voting or
dispositive power over the shares owned by Herb
Hersey. None of the foregoing persons is an officer or
director of the Company, and, with the exception of Herb Hersey, the
Company does not consider any of such persons, individually or in the
aggregate, to be in a position to exercise control over the business or
affairs of the Company as a result of the ownership of our securities or
otherwise. Other than pursuant to the terms of such securities,
there are no restrictions on the disposition of shares by any of the
foregoing persons of entities, with the exception of Herb Hersey who owns
greater than 10% of the shares of the Company and therefore is subject to
certain restrictions on sale
|
|
(A)
|
Any
of our directors or officers;
|
|
(B)
|
Any
proposed nominee for election as our director;
|
|
(C)
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our Common Stock;
or
|
|
(D)
|
Any
relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same house as such person or who is a director or
officer of any parent or subsidiary of our
company.
|
|
Exhibit
Number
|
Description
|
|
|
2.1
*
|
Share
Exchange Agreement by and among New Image Concepts, Inc. and Car Charging,
Inc.
|
|
|
3.1
*
|
Amendment
to Certificate of Incorporation changing name to Car Charging, Inc.,
increasing the number of preferred shares authorized to 20,000,000 shares,
filed with the Secretary of State of the State of Nevada on December 7,
2009
|
|
|
3.2
*
|
Certificate
of Designation designating the rights of the Series A Convertible
Preferred Shares
|
|
|
4.1
*
|
Subscription
Agreement
|
|
|
4.2
*
|
Form
of Warrant
|
|
|
31.1
|
Rule
13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
|
|
| 31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer | |
|
32.1
|
Section
1350 Certification of Chief Executive Officer
|
|
| 32.2 | Section 1350 Certification of Chief Financial Officer |
|
Signature
|
Title
|
Date
|
||
|
/s/ Andy Kinard
|
President
|
April
15, 2010
|
||
|
Andy
Kinard
|
President,
Chief Executive Officer,
|
|||
|
Principal
Executive Officer,
|
||||
|
/s/
Richard Adeline
|
Chief
Financial Officer, Principal Accounting Officer
|
April
15, 2010
|
||
| Richard Adeline | ||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|