f10k2013_carcharginggroup.htm

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Car Charging Group, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Car Charging Group, Inc. and Subsidiaries (the “Company) as of December 31, 2013, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Car Charging Group, Inc. and Subsidiaries as of December 31, 2013, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ EisnerAmper LLP

EisnerAmper LLP

Iselin, NJ

May 2, 2014

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Car Charging Group, Inc. and Subsidiaries

(A development stage company)

We have audited the accompanying consolidated balance sheets of Car Charging Group, Inc. and Subsidiaries, a development stage company, (the "Company") as of December 31, 2012 and 2011 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2012 and for the period from inception (September 3, 2009) to December 31, 2012. Car Charging Group, Inc. and Subsidiaries' management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The consolidated financial statements for the period from inception (September 3, 2009) to December 31, 2009, were audited by other auditors and our opinion, in so far as it relates to cumulative amounts included for such prior periods, is based solely on the report of other such auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 audits 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 purposes of expressing an opinion on the effectiveness of the Company’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 consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Car Charging Group, Inc. and Subsidiaries as of December 31, 2012 and 2011 and the results of its operations and its cash flows for each of the years in the two-year period then ended, and for the period from inception (September 3, 2009) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had an accumulated deficit at December 31, 2012, and had a net loss and net cashed used in operations for the period from September 3, 2009 (inception) through December 31, 2012. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

/s/ Goldstein Schechter Koch P.A.

Goldstein Schechter Koch P.A.

April 16, 2013

Coral Gables, Florida

F-2

CAR CHARGING GROUP, INC. & SUBSIDIARIES

Consolidated Balance Sheets

	DECEMBER 31,			DECEMBER 31,
	2013			2012
ASSETS
CURRENT ASSETS:

Cash and cash equivalents	$	7,837,339		$	13,416
Accounts receivable and other receivables net of allowance for doubtful accounts of $0 and $0, respectively		216,003			--
Inventory		1,441,792			--
Advanced commissions net of an allowance of $385,750 and $0, respectively		20,000			300,750
Prepaid expenses and other current assets		271,675			357,312
Total current assets		9,786,809			671,478

OTHER ASSETS:
Property and Equipment
EV Charging stations, net of accumulated depreciation of $2,433,487 and $363,918, respectively		7,015,237			960,234
Software, net of accumulated amortization of $65,515 and $0, respectively		260,820			--
Automobiles, net of accumulated depreciation of $39,662 and $15,292, respectively		93,089			99,400
Office and computer equipment, net of accumulated depreciation of $43,383 and $26,604, respectively		55,022			36,717
Machinery and equipment, net of accumulated depreciation of $10,465 and $0		61,044			--
Total property and equipment, net		7,485,212			1,096,351

DEPOSITS		42,275			42,265

INTANGIBLE ASSETS, net of accumulated amortization of $109,854 and $0, respectively		963,648			--

GOODWILL		4,901,261			--

OTHER ASSETS		290,887			232,727
TOTAL ASSETS	$	23,470,092		$	2,042,821

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:

Current portion of notes payable	$	439,739		$	12,105
Convertible notes-related party, net of discount of $0 and $4,918, respectively		--			82
Convertible notes payable-net of discount of $0 and $168,567, respectively		--			122,433
Accounts payable		5,328,419			370,265
Accrued interest-related party		--			5
Accrued expenses		6,357,684			177,609
Warrants payable		1,216,000			--
Derivative warrant liability		9,511,364			--
Deferred revenue		212,094			19,996
Deferred rent		13,881			9,731

TOTAL CURRENT LIABILITIES		23,079,181			712,226

DEFERRED REVENUE, net of current portion		678,392			34,747

DEFERRED RENT, net of current portion		6,564			20,445

NOTES PAYABLE, net of current portion		129,202			44,836

TOTAL LIABILITIES		23,893,339			812,254

Commitments and contingencies

STOCKHOLDERS' DEFICIT:
Series A Convertible Preferred stock, par value $.001 per share; 10,000,000 shares issued and outstanding at December 31, 2013 and 2012, respectively		10,000			10,000
Series B Convertible Preferred stock, par value $0.001 per share; 0 and 1,000,000 shares issued and outstanding at December 31, 2013 and 2012, respectively		--			1,000
Common stock, par value $.001 per share; 500,000,000 shares authorized; 77,124,833 and 42,434,705 shares issued and outstanding at December 31, 2013 and 2012, respectively		77,125			42,435
Additional paid-in capital		45,399,170			20,117,559
Accumulated deficit		(45,909,542	)		(18,940,427	)
TOTAL STOCKHOLDERS' DEFICIT		(423,247	)		1,230,567

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	23,470,092		$	2,042,821

The accompanying notes are an integral part of these financial statements.

F-3

CAR CHARGING GROUP, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended
	DECEMBER 31,			DECEMBER 31,
	2013			2012

Revenue:
Service fees	$	327,971		$	16,743
Grant and rebate revenue		90,796			5,595
Sales		47,636			235,726
TOTAL REVENUE		466,403			258,064

Costs:
Cost of services		744,696			5,036
Depreciation and amortization		2,505,780			--
Cost of sales		36,196			194,056
TOTAL COSTS		3,286,672			199,092

GROSS PROFIT (LOSS)		(2,820,269	)		58,972

Operating expenses:
Compensation		11,025,966			2,367,313
Other operating expenses		1,062,067			547,353
General and administrative		4,477,074			2,321,197
TOTAL OPERATING EXPENSES		16,565,107			5,235,863

LOSS FROM OPERATIONS		(19,385,376	)		(5,176,891	)

Other income (expense):
Interest expense, net		(73,958	)		(9,278	)
Amortization of discount on convertible debt		(173,484	)		(103,441	)
Loss on settlement of accounts payable for common stock		(47,856	)		--
Induced debt conversion expense		(687,286	)		--
Loss on retirement and transfer of charging station		(57,333	)		--
Provision for warrant liability		(1,480,000	)		--
Impairment of intangible assets		(606,685	)		--
Financing agreement settlement expense		(3,420,000	)		--
Gain on change in fair value of derivative warrant liability and warrants payable		1,794,693			--
TOTAL OTHER INCOME (EXPENSE)		(4,751,909)			(112,719	)

Loss before income taxes		(24,137,285	)		(5,289,610	)

Income tax provision		-			-

NET LOSS	$	(24,137,285	)	$	(5,289,610	)

Deemed dividend to Series B shareholder upon conversion to common stock and warrants		(2,831,830	)		--
Net loss attributable to common shareholders	$	(26,969,115	)	$	(5,289,610	)
Net loss per common share – basic and diluted	$	(0.49	)	$	(0.13	)

Weighted average number of common shares outstanding – basic and diluted		54,945,088			40,332,688

The accompanying notes are an integral part of these financial statements.

F-4

CAR CHARGING GROUP, INC. & SUBSIDIARIES

Consolidated Statements of Stockholders' Equity (Deficit)


	Preferred - A		Preferred - A		Preferred - B		Preferred - B			Common			Common			Additional Paid-in			Accumulated			Stock Subscriptions			Total Stockholders
	Shares		Amount		Shares		Amount			Shares			Amount			Capital			Deficit			Receivable			Deficit
Balance at December 31, 2011		10,000,000	$	10,000	-			-		$	37,384,414		$	37,384		$	15,557,096		$	(13,650,817	)	$	(999,000	)	$	954,663

Sale of common stock											2,075,000			2,075			481,228						999,000			1,482,303

Issuance of Preferred Shares					1,000,000			1,000									899,000									900,000

Common stock issued for conversion of convertible notes and accrued interest											1,529,036			1,529			2,294									3,823

Common stock issued for compensation and services											1,171,255			1,172			1,595,141									1,596,313

Common stock issued for director compensation											275,000			275			461,975									462,250

Warrants issued for compensation and services																	843,899									843,899

Warrants issued with convertible debt																	276,926									276,926

Net loss																				(5,289,610	)					(5,289,610	)

Balance at December 31, 2012		10,000,000	$	10,000	1,000,000		$	1,000			42,434,705		$	42,435		$	20,117,559		$	(18,940,427	)	$	-		$	1,230,567

Sale of common stock											25,325,714			25,325			15,079,242									15,104,567

Issuance of warrants in conjunction with sale of common stock																	2,160,942									2,160,942

Issuance of common stock for compensation and services											1,967,984			1,968			2,417,402									2,419,370

Common stock issued for director compensation											100,000			100			145,400									145,500

Common stock issued in settlement of agreement											2,000,000			2,000			3,418,000									3,420,000

Common stock issued for software development											113,636			114			149,886									150,000

Warrants and options issued for compensation and services																	8,022,996									8,022,996

Conversion of Series B Preferred Stock into common stock and warrants					(1,000,000	)		(1,000	)		2,500,000			2,500			(1,500)									--

Deemed dividend on Series B Preferred shares converted into common stock and warrants																	2,831,830			(2,831,830	)					--

Conversion of notes payable into common stock and warrants											330,000			330			852,161									852,491

Issuance of common stock in settlement of accounts payable											60,993			61			85,329									85,390

Common stock issued for acquisitions											2,541,801			2,542			3,154,730									3,157,272

Retirement of reacquired stock											(250,000	)		(250	)		(449,750	)								(450,000	)

Fair value of warrants issued in conjunction with sale of common stock deemed to be derivative liabilities																	(11,042,057	)								(11,042,057	)

Registration rights fee																	(1,543,000	)								(1,543,000	)

Net loss for the year ended December 31, 2013																				(24,137,285	)					(24,137,285	)

Balance at December 31, 2013		10,000,000	$	10,000	--			--			77,124,833		$	77,125		$	45,399,170		$	(45,909,542	)	$	--		$	(423,247	)

The accompanying notes are an integral part of these financial statements.

F-5

CAR CHARGING GROUP, INC. & SUBSIDIARIES

Consolidated Statements of Cash Flows

	For the Year Ended
	December 31,			December 31,
	2013			2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(24,137,285	)	$	(5,289,610	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,687,012			268,499
Amortization of discount on convertible notes payable		173,484			103,441
Gain on change in fair value of derivative liability		(1,794,693	)		--
Non cash compensation
Warrants and options issued for compensation and services		8,022,996			843,899
Common stock and warrants issued for services and incentive fees		2,778,144			1,565,625
Provision for loss on advanced commissions		385,750			--
Loss on settlement of accounts payable for common stock		47,856			--
Provision for warrant liability		1,480,000			--
Impairment of intangible assets		606,685			--
Debt conversion expense		687,286			--
Return of common stock due to arbitration		(450,000	)		--
Financing agreement settlement expense		3,420,000			--
Loss on retirement and transfer of charging station		57,333			--

Changes in operating assets and liabilities:
Accounts receivable		(195,076	)		--
Inventory		279,841			--
Advanced commissions		(105,000	)		(128,500	)
Deposits		(10	)		(35,821	)
Prepaid expenses and other current assets		(127,637	)		92,403
Other assets		88,811			(39,295	)
Accounts payable and accrued expenses		1,478,954			182,834
Deferred rent		(9,731	)		30,176
Deferred revenue		835,743			54,743
Accrued interest-related party		(5	)		(35	)
Net Cash Used in Operating Activities		(3,789,542	)		(2,351,641	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of accounts receivable		(163,292	)		--
Purchase of office and computer equipment		(2,867	)		(12,653	)
Purchase of automobile		--			(50,000	)
Purchase of electric charging stations		(1,138,222	)		(649,700	)
Cash paid for acquisitions, net of $34,393 of cash acquired		(3,325,607	)		--
Net Cash Used in Investing Activities		(4,629,988	)		(712,353	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		442,000			296,000
Proceeds from sale of preferred stock		--			900,000
Sale of common stock, net of issuance costs		17,265,509			1,482,303
Payment of notes and convertible notes payable		(1,464,056	)		(7,752	)
Net Cash Provided by Financing Activities		16,243,453			2,670,551

NET INCREASE (DECREASE) IN CASH		7,823,923			(393,443	)

CASH AT THE BEGINNING OF PERIOD		13,416			406,859
CASH AT END OF PERIOD	$	7,837,339		$	13,416

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
Cash Paid For:
Interest expenses	$	42,776		$	2,035
Income taxes	$	--		$	-

NONCASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for debt and accrued interest	$	--		$	3,823
Beneficial conversion feature of notes payable and related warrants issued	$	--		$	276,926
Common stock issued for settlement of accounts payable	$	37,534		$	--
Conversion of preferred shares into common shares and warrants	$	1,000			--
Issuance of warrants to placement agents	$	2,535,172		$	273,697
Conversion of notes payable into common stock and warrants	$	165,205		$	--
Note payable for purchase of automobile	$	--		$	64,693
Purchase of software development for common stock	$	150,000		$	--
Registration rights penalty		1,543,000			--
Purchase of accounts receivable for common stock	$	127,941		$	--
Retirement of reacquired stock	$	450,000		$	--
Deemed dividend on Series B Preferred shares	$	2,831,830			--
Issuance of common stock for acquisitions	$	3,157,272		$	--
Issuance of notes payable for acquisitions	$	980,918		$	--
Issuance of warrants in conjunction with sale of common stock considered to be derivative liabilities	$	11,042,057		$	--

The accompanying notes are an integral part of these financial statements.

F-6

CAR CHARGING GROUP, INC. & SUBSIDIARIES

December 31, 2013 and 2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

Car Charging Group Inc. (“CCGI”) was incorporated on October 3, 2006 under the laws of the State of Nevada as New Image Concepts, Inc. On November 20, 2009, New Image Concepts, Inc. changed its name to Car Charging Group, Inc.

Car Charging, Inc., was incorporated as a Delaware corporation on September 3, 2009. Car Charging Inc. was created to develop electric charging service facilities for the electric vehicle (EV) automobile market. Pursuant to its business plan, Car Charging Inc. (or its affiliates) acquires and installs EV charging stations, and shares servicing fees received from customers that use the charging stations with the property owner(s), on a property by property basis. Additionally, the Company sells hardware to others. Car Charging, Inc., therefore, enters into individual arrangements for this purpose with various property owners, which may include cities, counties, garage operators, hospitals, multi- family properties, shopping-malls and facility owner/operators.

During February 2011, the Shareholders and Board of Directors authorized a decrease of issued and outstanding common stock, in the form of a reverse stock-split, on a one-for-fifty (1:50) basis (the “Reverse Stock-Split”). There was no change to the authorized amount of shares or to the par value. All share and per share amounts included in the consolidated financial statements have been retroactively adjusted to reflect the effects of the Reverse Stock-Split

Merger

On December 7, 2009, CCGI entered into a Share Exchange Agreement (the “Agreement”) among CCGI and Car Charging, Inc. (“CCI”) Pursuant to the terms of the Agreement, CCGI agreed to issue an aggregate of 10,000,000 restricted shares of CCGI's common stock and 10,000,000 shares of its Series A Convertible Preferred Stock to the CCI Shareholders in exchange for all of the issued and outstanding shares of CCI.

The merger was accounted for as a reverse acquisition and recapitalization. CCI is the acquirer for accounting purposes and CCGI is the issuer. Accordingly, CCGI’s historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares issued in the merger. Operations prior to the merger are those of CCI. From inception on September 3, 2009 until the merger date, December 7, 2009, CCI had minimal operations with no revenues.

LIQUIDITY

At December 31, 2013, the Company had $7,837,339 in cash resources to meet current obligations. In addition, as of December 31, 2013, the Company had a net working capital deficit of $13,292,372. Historically, the Company has been dependent on debt and equity raised from individual investors and government grants to sustain its operations. The Company has obtained financing commitments totaling $6,000,000 through December 31, 2014 from three existing shareholders, in the event additional financing is necessary. The Company’s management believes that the Company has sufficient resources to fund its operations through at least December 31, 2014.

ACQUISITIONS

The consolidated financial statements consist of CCGI and its wholly-owned subsidiaries, including those recently acquired Beam Charging LLC, EV Pass LLC, 350Green LLC and Blink Network LLC. Beam Charging LLC was acquired on February 26, 2013, EV Pass LLC was acquired on April 3, 2013, 350Green LLC was acquired on April 22, 2013 and Blink Network LLC was acquired on October 16, 2013. Accordingly the operating results of these businesses are included from their respective acquisition dates. They are collectively referred to herein as the “Company” or “Car Charging”. All intercompany transactions and balances have been eliminated in consolidation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial statements and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for Form 10-K.

F-7

DEVELOPMENT STAGE COMPANY

In conjunction with the acquisition of Blink Network LLC in October 2013, the Company’s management determined that the Company is no longer a development stage company as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-10 “Development Stage Entities.” The Company has established the business and corresponding revenue generating opportunities through its principal operations.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

USE OF ESTIMATES

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. Significant estimates used in these financial statements include, but are not limited to, equity compensation, warranty reserves, inventory valuations, allowance for bad debts, and estimates of future cash flows from and economic useful lives of long-lived assets. Estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from those estimates. To the extent there are material differences between these estimates and actual results, future financial statement presentation, financial condition, results of operations and cash flows will be affected.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in both the Consolidated Balance Sheets and Consolidated Statement of Cash Flows. The Company has cash on deposits in several financial institutions which, at times, may be in excess of FDIC insurance limits. The Company has not experienced losses in such accounts.

ACCOUNTS RECEIVABLE

Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. Management estimates the allowance for bad debts based on existing economic conditions, the financial conditions of the customers, and the amount and the age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. There is no collateral held by the Company for accounts receivable nor does any accounts receivable serve as collateral for any of the Company’s borrowings.

INVENTORIES

Inventory is stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company writes down inventory for potentially excess and obsolete items after evaluating historical sales, future demand, market conditions and expected product life cycles to reduce inventory to its estimated net realizable value. Such provisions are made in the normal course of business and charged to cost of goods sold in the statement of operations. If future demand or market conditions are less favorable than the Company’s projections, future inventory write-downs could be required and would be reflected in costs of goods sold in the period the revision is made. At the point of the loss recognition, a new, lower-cost basis for that inventory would be established, and subsequent changes in facts and circumstances would not result in the restoration or increase to that newly established cost basis.

As of December 31, 2013, inventory was comprised solely of finished goods and parts that are available for sale.

PROPERTY AND EQUIPMENT

Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as set forth in the table below.

		Useful Lives (in Years)
Computer software and office and computer equipment		3-5 years
Machinery and equipment, automobiles, furniture & fixtures		3-10 years
Installed Level 2 electric vehicle charging stations		3 years
Installed Level 3 electric vehicle charging stations		5 years

When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated on a straight line basis over their remaining estimated useful lives.

EV CHARGING STATIONS

EV Charging Stations represents the depreciable cost of charging devices that have been installed on the premises of participating owner/operator properties or earmarked to be installed. Upon sale, replacement or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the Consolidated Statements of Operations. The Company held approximately $1,135,000 and $218,000 in EV charging stations that were not placed in service as of December 31, 2013 and December 31, 2012, respectively. The Company will begin depreciating this equipment when installation is substantially complete. In conjunction with the acquisition of Blink Network LLC the Company’s management determined that the Company is no longer a development stage company as it has established the business and corresponding revenue generating opportunities through its principal operations and for the year ended December 31, 2013. EV charging station depreciation, formerly classified as general and administrative expenses and Blink Network software amortization, are now classified as Cost of Sales. Depreciation expense pertaining to EV charging stations for the year ended December 31, 2013 was $2,457,000. EV charging station depreciation of $234,364 for the year ended December 31, 2012 was recorded in general and administrative expenses.

F-8

SOFTWARE

Amortization expense for the years ended December 31, 2013 and 2012 pertaining to network software was $38,316 and $0. The 2013 amortization expense is recorded as Cost of Revenue. Non network software amortization for the years ended December 31, 2013 and 2012 was $27,199 and $0.

OFFICE AND COMPUTER EQUIPMENT

Depreciation expense for the years ended December 31, 2013 and 2012 was $16,779 and $11,794, respectively.

AUTOMOBILES

The Company operates six electrically-charged enabled automobiles. Depreciation expense for the years ended December 31, 2013 and 2012 was $24,370 and $15,292, respectively.

MACHINERY AND EQUIPMENT

Depreciation expense classified as Cost of Sales for the years ended December 31, 2013 and 2012 was $10,465 and $0, respectively.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company’s long-lived assets, which include EV Charging Stations, office and computer equipment, automobiles, machinery and equipment, network software and finite lived intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

GOODWILL

Goodwill represents the premium paid over the fair value of the intangible and net tangible assets acquired in business combinations. The Company is required to assess the carrying value of its reporting units that contain goodwill at least on an annual basis. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur, and determination of the Company’s weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. There have been no goodwill impairments through December 31, 2013.

DERIVATIVE INSTRUMENTS

The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with Topic 810 of the FASB Accounting Standards Codification and Topic 815 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative if required to be bifurcated is marked-to-market each balance sheet date and recorded as a liability. The change in fair value is recorded in the Statement of Operations as a component of other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

FAIR VALUE OF FINANCIAL INSTRUMENTS

U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.

F-9

The carrying amounts of the Company’s financial assets and liabilities, such as cash, deposits and advanced commissions, prepaid expenses, accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable and convertible notes payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at December 31, 2013 and 2012.

The Company revalues its derivative liability at every reporting period and recognizes gains or losses in the consolidated statement of operations that are attributable to the change in the fair value of the derivative liability. The Company has no other assets or liabilities measured at fair value on a recurring basis.

REVENUE RECOGNITION

The Company applies Topic 605 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. Accordingly, when a customer completes use of a charging station, the service can be deemed rendered and revenue may be recognized based on the time duration of the session or kilowatt hours drawn during the session. Sales of EV stations are recognized upon shipment to the customer, F.O.B. shipping point.

The Company entered into a joint marketing agreement with Nissan North America for which among other matters requires the Company to build, own, operate and maintain a network of 48 fast chargers throughout the United States and create an auto dealer network promotion and referral program so as to facilitate sales of electric vehicles to their potential customers. Payments received under the agreement on March 29, 2013 of $782,880 was deferred and will be recognized ratably over the life of the chargers once installed. The Company identified the obligation to install and maintain the chargers and the obligation to create a referral and promotion program as separate elements under the agreement but determined that they did not qualify as separate units of accounting for purposes of recognizing revenue. The multiple deliverables are not separate units of accounting because Nissan North America has not delineated specific amounts of the revenue to particular elements of the agreement and the Company is unable to estimate the fair value or the selling price of the respective deliverables. The Company is required to install the network by June 30, 2014. Two of the fast chargers have been installed as of December 31, 2013 and $1,359 of revenue has been recognized. Nissan reserves the right of full remedies under the law in the event the chargers are not installed by the required deadline.

Governmental grants and rebates pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodic expense are recorded. Government grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives.

RECLASSIFICATION

As a result of the Company emergence from a developmental stage company, EV charging station depreciation and Blink Network software amortization, formerly classified as general and administrative expenses are now classified as Cost of Revenues in the Statement of Operations for the year ended December 31, 2013. Prior year amounts are recorded as general and administrative expenses as the Company was still in the developmental stage. Certain amounts in the prior period have been reclassified to conform with the 2013 financial statement presentation.

STOCK-BASED COMPENSATION FOR OBTAINING EMPLOYEE SERVICES

Stock based awards granted to employees have been appropriately accounted for as required by ASC topic 718 “Compensation – Stock Compensation” (“ASC topic 718”). Under ASC topic 718 stock based awards are valued at fair value on the date of grant, and that fair value is recognized over the requisite service period. The Company values its stock based awards using the Black-Scholes option valuation model.

EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR SERVICES

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“FASB ASC Section 505-50-30”). Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. The equity instrument is remeasured each reporting period until a measurement date is reached.

F-10

INCOME TAXES

The Company follows Section 740 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740 of the FASB Accounting Standards Codification (“Section 740”). Section 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company has open tax years going back to 2010 until 2012 which may be subject to audit. The Company’s policy is to recognize interest and penalties accrued on uncertain tax positions in interest expense in Company’s Consolidated Statement of Operations

NET LOSS PER COMMON SHARE

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the year ended December 31, 2013 and 2012, as they were anti-dilutive.

	2013	2012

Convertible notes	--	55,899

Preferred stock issued	25,000,000	25,000,000

Warrants	37,895,137	10,354,738

Options	4,943,665	36,885
Total Potential Dilutive Shares	67,838,802	35,447,522

COMMITMENTS AND CONTINGENCIES

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

F-11

SEGMENT REPORTING

The Company operates in only one segment - public electric vehicle charging services at locations throughout the United States. Accordingly, segment related information is not reported in the Current Report on Form 10-K.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There have been no accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2013 that are expected to have a material impact on the Company’s financial position, results of operations or cash flows. Accounting pronouncements that became effective during the year ended December 31, 2013 did not have a material impact on disclosures or on the Company’s financial position, results of operations or cash flows.

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

F-12

3. ACCOUNTS RECEIVABLE

Accounts and other receivables consist of the following as of December 31, 2013:

Unbilled receivables:
California Energy Commission	$	529,990
Bay Area Air Quality Management District		269,423
		799,413
U.S. Department of Energy		1,040,854
Other accounts receivable		188,995
Total receivables acquired from Ecotality		2,029,262
Less: Fair value adjustment to receivables acquired from Ecotality		(2,000,189	)
Fair value of accounts receivable acquired from Ecotality – See Note 5		29,073
Due from the estate of Electric Transportation Engineering Corporation of America		143,282
Other accounts receivable		43,648
Balance	$	216,003

California Energy Commission

In conjunction with the Asset Purchase Agreement (“Blink APA”) of the Blink Network assets pursuant to an auction approved by the United States Bankruptcy Court of the District of Arizona from Electric Transportation Engineering Corporation of America (“Ecotality”), the Company was assigned a grant with the California Energy Commission (“CEC”), subject to novation with the CEC, for the installation of electric charging stations in designated areas in California. Ecotality had completed some of the work, prior to its filing for bankruptcy, in accordance with the terms of the grant. Pursuant to the terms of the grant, all project billings to the CEC were subject to a 10% retainage to be released upon completion of all deliverables under the agreement. As of December 31, 2013, the Company was in negotiations with the CEC to assume the remainder of the Ecotality agreement, under which satisfaction of all remaining deliverables would result in payment of all retainage. The Company assumed the grant in February 2014, however due to the uncertainty of CEC’s satisfaction of all remaining deliverables, the Company recorded the fair value of this amount at $0.

Bay Area Air Quality Management District

As part of the Blink APA, the Company acquired a grant from the Bay Area Air Quality Management District (“BAAQMD”) for the furnishing of charging station usage data of approximately 1,400 participants in the Bay Area of San Francisco, California. The Company’s assumption of the grant is subject to the approval of BAAQMD. The Company has aggregated the data for the period of July through December 2013 but has not forwarded the data pending BAAQMD’s approval of the Company’s assumption of the grant. Due to the uncertainty of BAAQMD’s approval, the Company recorded the fair value of the receivable acquired at $0.

U.S. Department of Energy

In conjunction with the Blink APA, the Company assumed a grant with the United States Department of Energy (“DOE”) subject to a novation of the grant between the parties. Ecotality had a receivable from DOE for charging stations installed in accordance with the terms of the grant prior to filing for bankruptcy. DOE had filed a creditor’s claim in the Ecotality bankruptcy for an amount in excess of the amount receivable from DOE. Although the Company and DOE are currently in negotiations regarding the novation, the outcome of those negotiations are uncertain. Furthermore, DOE could assert its right to offset the amount it owes Ecotality against the amount it asserts Ecotality owes the DOE. Accordingly, the Company has recorded the fair value of the receivable acquired at $0.

Ecotality

The amount due from the estate of Electric Transportation Engineering Corporation of America of $143,282 consists of Blink Network LLC revenue received by the estate for charging services rendered after the execution of the APA offset by expenses paid by the estate on behalf of the Company.

F-13

4. PREPAID AND OTHER CURRENT ASSETS

Prepaid and other current assets consist of the following at:

	December 31, 2013			December 31, 2012
Prepaid consulting fees	$	23,493		$	181,849
Prepaid compensation		256,171			311,090
Receivable from Target		--			34,475
Short term storage and utility deposits		42,187			--
Sundry prepaid expenses and other current assets		75,829			43,695
Subtotal		397,680			571,109
Less: non current portion		(126,005	)		(213,797	)
Prepaid and other current assets	$	271,675		$	357,312

On December 6, 2012, the Company retained an individual to serve as chairman of the Company’s Board of Directors for three years. As part of the chairman’s compensation, the Company issued to him 200,000 fully vested shares of the Company’s common stock valued at $316,000 which is based on the market value on the date of issuance. As of December 31, 2013, the prepaid portion of the compensation was $205,756. The expense will be recognized ratably over the term of the agreement.

On January 11, 2013, the Company retained an individual to serve on the Company’s Board of Directors for three years. As part of the individual’s compensation, the Company issued to him 50,000 fully vested shares of the Company’s common stock valued at $74,500 which is based on the market value on the date of issuance under the 2013 Omnibus Plan. The expense will be recognized ratably over the term of the agreement. As of December 31, 2013, the prepaid portion of the compensation was $50,415.

On January 14, 2013, the Company entered into a contract with a firm to provide strategic planning consulting services over a year. The Company issued 250,000 fully vested shares of its common stock at $1.49 per share, for a total value of $372,500 which is based on the market value on the date of issuance, covering the year ended January 14, 2014. The expense will be recognized ratably over the term of the agreement. As of December 31, 2013, the prepaid portion of those services was $14,288.

On August 12, 2013 the Company retained a firm to provide the Company with management advisory services over a year. As part of the agreement the Company issued 3,000 shares of its common stock to the firm and 7,000 shares of its common stock to a principal of the firm; each at $1.50 per share and valued at $15,000 in aggregate which is based on the market value on the date of issuance. The expense will be recognized ratably over the term of the agreement. As of December 31, 2013, the prepaid portion of those services was $9,205.

F-14

5. ACQUSITIONS

BEAM LLC ACQUISITION

On February 26, 2013, the Company, entered into an equity exchange agreement (the “Exchange Agreement”) by and among the Company, Beam Acquisition LLC, a Nevada limited liability company and wholly-owned subsidiary of the Company (“Beam Acquisition”), Beam Charging LLC, a New York limited liability company (“Beam”), and Manhattan Charging LLC, a New York limited liability company (“Manhattan Charging”), Eric L’Esperance (“L’Esperance”), and Andrew Shapiro (“Shapiro” and together with Manhattan Charging, L’Esperance and the individual members of Manhattan Charging LLC, the “Beam Members”). The Company had previously entered into an agreement, dated December 31, 2012, (the “Initial Agreement”) with Beam Acquisition and Manhattan Charging, pursuant to which Beam Acquisition acquired all of the outstanding membership interests in Beam in exchange for 1,265,822 restricted shares (the “Exchange Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”) valued at $1,645,569, based on the market price of the Company’s common stock on the date of issuance, subject to certain conditions to be met. In the Exchange Agreement and after the conditions had been met, the Company, through Beam Acquisition, further identified the specific terms under which it acquired all of the outstanding membership interests of Beam and Beam became a wholly owned subsidiary of Beam Acquisition (the “Equity Exchange”).

As part of the Equity Exchange, the Company issued an aggregate amount of $461,150 of promissory notes (the “Promissory Notes”) to Manhattan Charging and paid $38,850 in transaction costs. The Promissory Notes accrue interest at a rate of 6% per annum on the aggregate principal amount, and was paid on April 15, 2013 (the “Maturity Date”).

Prior to the Equity Exchange, the Company entered into an Assignment of Promissory Note (the “Note Assignment”) with certain creditors of Beam (the “Creditors”), pursuant to which the Creditors sold to the Company two certain secured promissory notes (the “Notes”) totaling an aggregate principal amount of $130,000 and accrued interest of $33,292. In connection with the Note Assignment, the Company entered into an Amendment to the Promissory Note (the “Note Amendment”). Pursuant to the Note Amendment, the Notes held by the Company accrue interest at a rate of 8% per annum on the aggregate principal amount, payable on February 26, 2016. The Notes are secured by a lien on and continuing security interest in all of the Beam assets as described in the Note Amendment and are still outstanding as of December 31, 2013.

The Company acquired Beam in order to expand its presence in the New York City market and has accounted for the transaction as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed at the closing date:

	February 26, 2013
Cash	$	69

Nevada		03-0608147
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1691 Michigan Avenue, Suite 601
Miami Beach, Florida		33139
(Address of principal executive offices)		(Zip Code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Exchange Act:
None


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

PART I

ITEM 1.	BUSINESS	1

ITEM 1A.	RISK FACTORS	6

ITEM 1B.	UNRESOLVED STAFF COMMENTS	9

ITEM 2.	PROPERTIES	9

ITEM 3.	LEGAL PROCEEDINGS	9

ITEM 4.	MINE SAFETY DISCLOSURES	10

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10

ITEM 6.	SELECTED FINANCIAL DATA	16

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	24

ITEM 9A.	CONTROLS AND PROCEDURES	25

ITEM 9B.	OTHER INFORMATION	25

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	26

ITEM 11.	EXECUTIVE COMPENSATION	30

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	33

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	36

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	37

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	38

SIGNATURES		40

Quarter ended	Low Price		High Price

December 31, 2013	$	0.71	$	1.94
September 30, 2013	$	1.07	$	2.00
June 30, 2013	$	1.05	$	1.39
March 31, 2013	$	1.13	$	1.60

December 31, 2012	$	1.25	$	2.00
September 30, 2012	$	0.60	$	1.60
June 30, 2012	$	0.77	$	1.85
March 31, 2012	$	1.26	$	2.08

2.	We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3.	We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

4.	We have determined that oversight over our external financial reporting and internal control over our financial reporting by our audit committee is ineffective. The audit committee has not provided adequate review of the Company’s SEC’s filings and consolidated financial statements and has not provided adequate supervision and review of the Company’s accounting personnel or oversight of the independent registered accounting firm’s audit of the Company’s consolidated financial statement.

Plan Category	Number 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)
Equity compensation plans approved by security holders		4,050,000	$	1.49		950,000
Equity compensation plans not approved by security holders		--		--		--
Total		4,050,000	$	1.49		950,000

	Number of Shares			Weighted Average Exercise Price
Options outstanding at January 1, 2012		--		$	--
Options granted		4,500,000		$	1.49
Options exercised		--		$	--
Options canceled/forfeited		--		$	--
Options outstanding December 31, 2012		4,500,000		$	1.49
Options granted		935,665		$	1.16
Options exercised					--
Options canceled/forfeited		(492,000	)	$	1.46
Options outstanding at December 31, 2013		4,943,665		$	1.43

Options outstanding as of December 31, 2013
Range of Exercise Price		Number Outstanding		Weighted Average Contractual Life (in years)		Weighted Average Exercise Price
$	0.50 - $1.61		4,943,665		4.09	$	1.43

Options outstanding as of December 31, 2012
Range of Exercise Price		Number Outstanding		Weighted Average Contractual Life (in years)		Weighted Average Exercise Price
$	1.46 - $1.61		4,500,000		4.99	$	1.49

	Number of Shares			Weighted Average Exercise Price
Warrants outstanding at January 1, 2012		10,918,968		$	3.68
Warrants granted		1,197,800		$	1.61
Warrants exercised		--		$	--
Warrants canceled/forfeited		(820,800	)	$	4.72
Warrants outstanding December 31, 2012		11,295,968		$	3.50
Warrants granted		35,016,334		$	1.37
Warrants exercised		--			--
Warrants canceled/forfeited		(8,417,165	)	$	4.03
Warrants outstanding at December 31, 2013		37,895,137		$	1.42

Warrants outstanding as of December 31, 2013
Range of Exercise Price		Number Outstanding		Weighted Average Contractual Life (in years)		Weighted Average Exercise Price
$	0.50 - $30.00		37,895,137		3.69	$	1.42

Warrants exercisable as of December 31, 2013
Range of Exercise Price		Number Outstanding		Weighted Average Contractual Life (in years)		Weighted Average Exercise Price
$	0.50 - $30.00		37,873,337		3.69	$	1.42

Level 1	Quoted prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2	Observable inputs other than quoted prices included in Level 1, such as quotable prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs.