|3 Months Ended|
Mar. 31, 2015
|Payables and Accruals [Abstract]|
5. ACCRUED EXPENSES
Accrued expenses consist of the following:
REGISTRATION RIGHTS PENALTY
In connection with the sale of the Companys common stock and warrants during the year ended December 31, 2013, the Company granted the purchasers and the placement agents registration rights on the common stock and warrants within 60 days of the date of the sale of the stock, as amended. The Stock Purchase Agreement (SPA) provided for a penalty provision of 1% of the gross proceeds for each month that the shares are not registered, not to exceed 10%. The Securities and Exchange Commission (SEC) notified the Company that it could not review its registration statement until such time as the Company furnished two years of audited financial statements of 350 Green and ECOtality as the acquisitions were deemed significant. The Company sought a waiver of the audit requirement but the SEC denied the granting of a waiver. On February 5, 2015, the holders of a majority of the shares affected by the registration rights penalty granted the Company the option to satisfy the accrued registration rights penalty and related interest as of December 23, 2014 totaling $1,724,823 in Series C Convertible Preferred Stock with a stated value of $100 per share, in lieu of cash. The Company elected this option which required the Company to pay a 20% premium causing the liability to increase to $1,850,188, exclusive of interest of $219,600. On February 10, 2015, the Company issued 20,414 shares of Series C Convertible Preferred Stock and on March 31, 2015, the Company issued the remaining 283 shares of Series C Convertible Preferred Stock, such that there was no liability as of March 31, 2015.
In connection with the sale of the Companys Series C Convertible Preferred Stock during the year ended December 31, 2014, the Company granted the purchasers registration rights. As of March 31, 2015 and December 31, 2014, the Company was not in a position to furnish two years of audited financial statements of 350 Green and ECOtality to the SEC, therefore the SEC is unable to review any registration statement, if submitted. As a result, the Company accrued $500,000 of Series C Convertible Preferred Stock registration rights penalties, which represents 10% of the final Series C Convertible Preferred Stock issuance dollar amount.
DUE TO CREDITORS COMMITTEE OF THE ECOTALITY ESTATE
During the three months ended March 31, 2015, $110,965 was paid to the Official Committee of Unsecured Creditors (Creditors) on behalf of the Electric Transportation Engineering Corporation of America (ECOtality) estate directly to their professional service providers. See Note 11 Subsequent Events ECOtality Estate.
ACCRUED PUBLIC INFORMATION FEE
In accordance with the SPA of October 11, 2013 and December 9, 2013, the Company was required to be compliant with Rule 144(c)(1) of the SEC, as defined, so as to enable investors to sell their holdings of Company shares in accordance with the SPA. In the event of the Companys noncompliance with Rule 144(c)(1) at any time after the six (6) month anniversary of the offering, the investors are entitled to receive a cash fee of 1% of the aggregate subscription amount of the purchasers securities, plus an additional 1% for every pro rata 30 day period that the Company is not in compliance. During 2015, the Company was late with several SEC filings resulting in its non-compliance with Rule 144(c)(1). As of March 31, 2015 and December 31, 2014, the Company had accrued $1,175,017 and $711,517, respectively, associated with the obligation.
In conjunction with the Beam acquisition, the agreement provided for anti-dilution protection to former members of Beam until such time as a former member sells or disposes of all of his CCGI common stock. As specified in the agreement, if the Company issues securities below $1.58 (a Triggering Event), the Company is required to issue a one-year warrant to each former member to purchase an additional number of Company common shares at the Triggering Event price. The Company has accrued for warrants payable based on the Triggering Events that have occurred through March 31, 2015, as discussed in Note 9 Stockholders Deficiency. During the three months ended March 31, 2015, the Company issued one-year warrants to purchase an aggregate of 251,927 of common stock at an estimated fair value of $10,353 to the former Beam members. The warrants had exercise prices ranging from $0.34 to $1.05 per share.
ACCRUED ISSUABLE EQUITY
Accrued issuable equity represents the value of an aggregate of 800,000 shares of common stock that had been earned as of March 31, 2015 by certain employees and directors of the Company but had not been issued. The shares were issued by the Company subsequent to March 31, 2015.
The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
Reference 1: http://www.xbrl.org/2003/role/presentationRef