Attached files
| file | filename |
|---|---|
| EX-2.1 - SHARE EXCHANGE AGREEMENT - Blink Charging Co. | f8k120409ex2i_newimg.htm |
| EX-3.1 - AMENDMENT TO CERTIFICATE OF INCORPORATION - Blink Charging Co. | f8k120409ex3i_newimg.htm |
| EX-4.1 - SUBSCRIPTION AGREEMENT - Blink Charging Co. | f8k120409ex4i_newimg.htm |
| EX-3.2 - CERTIFICATE OF DESIGNATION - Blink Charging Co. | f8k120409ex3ii_newimg.htm |
| EX-4.2 - FORM OF WARRANT - Blink Charging Co. | f8k120409ex4ii_newimg.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
December
7, 2009
Date of Report (Date of
earliest event reported)
Car
Charging Group, Inc.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
333-149784
|
[●]
|
|
(State
or other jurisdiction Identification No.)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
1691
Michigan Avenue, Suite 425
Miami
Beach, Florida 33139
(Address
of principal executive offices) (Zip
Code)
(305)
521-0200
(Registrant’s
telephone number, including area code)
New
Image Concepts, Inc.
2019
Delaware Avenue
Santa
Monica, CA 90404
(Former
Address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o
Soliciting material pursuant to Rule I4a-12 under the Exchange Act
(17CFR240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
This
Current Report on Form 8-K (this “Report”), the other reports, statements, and
information that we have previously filed or that we may subsequently file with
the Securities and Exchange Commission (the “SEC”), and public announcements
that we have previously made or may subsequently make include, may include or
may incorporate by reference certain statements that may be deemed to be
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 and are intended to enjoy the benefits of that
act. Unless the context is otherwise, the forward-looking statements included or
incorporated by reference in this Report and those reports, statements,
information and announcements address activities, events or developments that
New Image Concepts, Inc., a Nevada corporation (herein after referred to as
“we,” “us,” “our,” or “our Company” unless context otherwise requires) expects
or anticipates, will or may occur in the future. Any statements in this Report
about expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and are forward-looking statements. These
statements are often, but not always, made through the use of words or phrases
such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will
likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,”
“intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions.
Accordingly, these statements involve estimates, assumptions and uncertainties,
which could cause actual results to differ materially from those expressed in
them. Any forward-looking statements are qualified in their entirety by
reference to the factors discussed throughout this Report. All forward-looking
statements concerning economic conditions, rates of growth, rates of income or
values as may be included in this document are based on information available to
us on the dates noted, and we assume no obligation to update any such
forward-looking statements. It is important to note that our actual results may
differ materially from those in such forward-looking statements due to
fluctuations in interest rates, inflation, government regulations, economic
conditions and competitive product and pricing pressures in the geographic and
business areas in which we conduct operations, including our plans, objectives,
expectations and intentions and other factors discussed elsewhere in this
Report.
The risk
factors referred to in this Report could materially and adversely affect our
business, financial conditions and results of operations and cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statements made by us, and you should not place undue reliance
on any such forward-looking statements. Any forward-looking statement speaks
only as of the date on which it is made and we do not undertake any obligation
to update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events. The risks and uncertainties described below
are not the only ones we face. New factors emerge from time to time,
and it is not possible for us to predict which will arise. There may be
additional risks not presently known to us or that we currently believe are
immaterial to our business. In addition, we cannot assess the impact of each
factor on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements. If any such risks occur, our
business, operating results, liquidity and financial condition could be
materially affected in an adverse manner. Under such circumstances,
you may lose all or part of your investment.
The
industry and market data contained in this Report are based either on our
management’s own estimates or, where indicated, independent industry
publications, reports by governmental agencies or market research firms or other
published independent sources and, in each case, are believed by our management
to be reasonable estimates. However, industry and market data is subject to
change and cannot always be verified with complete certainty due to limits on
the availability and reliability of raw data, the voluntary nature of the data
gathering process and other limitations and uncertainties inherent in any
statistical survey of market shares. We have not independently verified market
and industry data from third-party sources. In addition, consumption patterns
and customer preferences can and do change. As a result, you should be aware
that market share, ranking and other similar data set forth herein, and
estimates and beliefs based on such data, may not be verifiable or
reliable.
- 2
-
Item
1.01 Entry Into Material Definitive Agreement
Share
Exchange Agreement
As more
fully described in Item 2.01 below, on December 7, 2009, we entered into a Share
Exchange Agreement (the “Share Exchange Agreement”) by and between New Image
Concepts, Inc., a Nevada corporation (the “Company”) and Car Charging, Inc., a
Delaware corporation (“Car Charging”). The closing of the transaction
(the “Closing”) took place on December 7, 2009 (the “Closing
Date”).
At
Closing, pursuant to the majority consent of our board of directors and
shareholders, we (i) approved an amendment to our Articles of Incorporation
changing our name to Car Charging Group, Inc.; and (ii) approved the
authorization of 20,000,000 shares of preferred stock of the
Company. Additionally, we filed a Certificate of Designation with the
state of Nevada designating rights to the authorized preferred stock of the
Company (the “Series A Convertible Preferred Stock”), attached hereto as Exhibit
3.2.
Pursuant
to the Share Exchange Agreement, we issued 50,000,000 shares of our common stock
to the shareholders of Car Charging, representing 66.8% of the Company’s issued
and outstanding stock and 10,000,000 Series A Convertible Preferred Stock, which
is more fully discussed in Item 2.01 of this Current Report.
This
transaction is more fully discussed in Item 2.01 of this Current Report. This
brief discussion is qualified by reference to the provisions of the Share
Exchange Agreement which is attached in full to this Current Report as Exhibit
2.1.
Financing
Transaction
In
connection with the closing of the Share Exchange Agreement, on December 7,
2009, we entered into a Subscription Agreement for the sale of units of
securities of the Company aggregating $920,000 (the “Subscription Agreement”),
attached hereto as Exhibit 4.1. Each unit of securities consist of:
one (1) share of Company common stock, $0.001 par value per share (the “Common
Stock”); and (ii) a Class A warrant (the “Warrant”) to purchase an additional
number of shares equal to 100% of the Common Stock with an exercise price of
$0.60/share. The purchase price is $0.30 per unit. The
Subscription Agreement and Warrant shall be referred to as the “Financing
Documents.”
The
financing closed simultaneously with the Share Exchange Agreement and the
Company issued 3,066,665 shares of common stock and warrants to the subscribers
(collectively, the “Investors”).
Item
2.01 Completion of Acquisition and Disposition of Assets
CLOSING
OF SHARE EXCHANGE AGREEMENT
On the
Closing Date, pursuant to the Share Exchange Agreement, the shareholders of Car
Charging exchanged 1,000 shares of common stock of Car Charging, representing
100% of the issued and outstanding stock of Car Charging, for: (i) 50,000,000
newly issued shares of the Company’s common stock, par value $0.001 per share,
representing 66.8% of the Company’s issued and outstanding common stock; and
(ii) 10,000,000 shares of our Series A Convertible Preferred
Stock.
Simultaneous
to the Closing and pursuant to the majority consent of the Company’s board of
directors and shareholders, the Company changed its name to Car Charging Group,
Inc. and approved the authorization of 20,000,000 shares of preferred stock of
the Company and approved a 6.6-for-1 forward split of our common stock, which
was declared effective by FINRA on October 22, 2009.
Pursuant
to the terms of the Share Exchange Agreement, Belen Flores agreed to cancel
277,200,000 shares of the Company’s common stock held in her name.
Additionally,
simultaneous to the Closing, we closed on a financing transaction in the
aggregate amount of $920,000 and issued 3,066,665 shares of common stock and
warrants to be exercised into 3,066,665 shares of common stock to certain
accredited investors.
As more
fully described in Item 5.02 below, on the Closing Date, Belen Flores, the sole
officer and director of the Company, resigned from all positions held and we
simultaneously appointed executive officers and three members of the Board of
Directors of the Company. The Board of Directors now consists of
three members, each serving terms until a vote can take place at the next annual
meeting of the Company, pursuant to the By-laws of the Company.
- 3
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BUSINESS
General
We intend
to be an owner, provider and servicer of electric car charging stations to
building owners, parking garages, municipalities, sporting venues (e.g. football
and baseball stadiums, as well as basketball and hockey arenas) and ultimately
to provide the ability for the EV owner to have charging services in public
areas on our network. Our Company provides and installs car charging
stations at public locations at no cost to the landowner. Further,
our Company is able to facilitate the purchase of a car charging station through
our subsidiary, eCharging Stations, LLC. We anticipate such sales
will generate continuous income for our Company. We plan on
subcontracting to certain approved local vendors the actual installation work
and maintenance of the charging stations.
While the
electric vehicle industry is still in a developmental phase, our Company firmly
believes that it is important to be at the forefront of infrastructure
development of the industry. In order for electric vehicles to become
a mainstream reality, charging stations need to be in place and readily
available.
We will
derive our main source of revenue from shared fees in connection with providing
all necessary electric car charging services. As deregulation of
electricity continues to take place throughout the country, and the continued
proliferation of alternative fuel methods comes to fruition, we will be in a
greater position to capitalize on those opportunities.
Car
Charging Groups’ corporate offices are located in Miami Beach,
Florida. We will initially launch our service in the south Florida
market with the intent to expand both nationally and internationally over
time.
We will
maintain our principal offices at 1691 Michigan Avenue, Suite 425, Miami Beach,
Florida, 33139. Our telephone number is (305) 521-0200.
Industry
Overview
At the
start of the 20th century, electricity generally cost over $0.20 per kwh, and
could be as high as $0.40. Gasoline could be purchased for $0.05
cents a gallon. In Canada in 1999, electricity costs were $0.10 (CDN)
per kwh (about 25% of its price a century ago) and gasoline was $0.70 (CDN) per
litre - more than $2.00 per gallon (50 times its price a century
ago). More important than the price was the appearance of the
required infrastructure – gasoline stations.
Before
1898, finding gasoline for a car was an adventure in itself. By 1905, many
general stores, carriage shops, smithies and even liveries were keeping large
cans of gasoline on-hand to fuel the few gasoline cars that came
by. Business in gasoline was not brisk initially, but it was
lucrative - those that could afford the cars could afford to pay a premium for
the gasoline. In 1905, 86% of the cars sold in the U.S. were powered
by gasoline; electric and steam automobiles carried about 7% of the market
each.
By 1920,
the gasoline pumps were prevalent throughout North America, before
electrification became a national initiative in Canada or the United States, and
long before the standardized and interconnected electrical grid that we take for
granted today was in place. According to Chevron, they built the first gasoline
station in the United States in 1913, which started a boom in the building of
these facilities until they were ubiquitous throughout the United States by
1920. In 1916 alone, over 200 petroleum companies were established in
the United States, which coincides neatly with the decline of the electric
car.
Electrical
recharging facilities were not nearly as common. Many “service stations” would
not have had access to an electrical grid at the turn of the
century. Even if they did, the electric cars did not use standard
voltages, which made it expensive to buy the equipment to recharge cars of
different voltages.
Why has
the electric vehicle industry come back to life over the last 3-7
years? For starters, environmental awareness as we know it today was
non-existent a century ago. In addition, the price of gasoline has
continued to rise, and electricity is simply a more affordable
option. Most experts agree that what hindered the electrical vehicle
industry years ago was cheap and readily available gasoline, as opposed to
expensive electricity and a fragmented electrical generating industry and
distribution network.
In recent
years, the costs of gasoline and electricity have reversed directions. More
importantly, there has been a concerted effort on the part of big businesses to
bring electrical vehicles and the ease of recharging them to main stream
America. Almost all of the major car manufacturers have committed to
the electric vehicle industry going forward. General Motors, Ford,
Chrysler, Nissan, Honda, Mercedes, Tesla, and Fisker are just some examples of
the car manufactures committed to making the electric vehicle industry a
reality. Concurrently, major utility companies are all working on
their infrastructure to make it easier to charge an electric vehicle. The
financial commitments that have been made and that will continue to be made over
the coming years suggests that this time around, the electric vehicle will
become a real and viable option to car buyers.
The last
and most important reason why the electric vehicle has come back to life is the
unprecedented loans and grants that both the US Government, as well as many
other governments, have made to both small and big businesses. Whether it is for
the actual manufacturing of a new car, or to startup companies looking to
capitalize on new infrastructure technologies, governments have committed to
spending billions of dollars to see that the electric vehicle industry as a
whole will succeed. Recently, the Fisker Auto Company received a
$529M loan from the US Government to help build a hybrid sports
car.
- 4
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The Ford
Motor company was awarded a $5.9 billion loan in June of this
year. Tesla Motors, Silicon Valley’s electric car manufacturer,
received a $465 million loan. All of the aforementioned loans came
from the US Government’s $25 billion program to be used solely for
development of electric/plug-in hybrid vehicles.
The
government of France announced they will spend $2.2 billion to build a network
of charging stations. Beyond that, France is putting the burden on building
owners. The government is making the installation of charging stations mandatory
in office parking lots by 2015 and any new apartment buildings with parking lots
must host charging stations by 2012, and we anticipate that other governments
will follow their lead.
Products
and Services:
Our
product line consists of the CT1000 and CT2000 families of the ChargePoint
Networked Charging Stations, manufactured by Coulomb Technologies, which are
specifically designed for the North American market. The CT1000
family of charging stations supports Level 1 (120V @ 16A)
charging. The CT2000 family of charging stations supports both Level
1 and Level 2 (208/240V @ 30A) charging.
The
ChargePoint Networked Charging Stations combined with the ChargePoint Network
Operating System (NOS) form a smart charging infrastructure for plug-in electric
vehicles called the ChargePoint Network.
Although
we are not exclusively using Coulomb’s charging stations, we believe they are at
the forefront of the electric vehicle charging station
market. Strategically, it makes the most sense to be aligned with
their devices and infrastructure. As the market continues to mature,
we intend to upgrade when new technologies become available.
Competition
The
Electric vehicle manufacturing marketplace is made up of a variety of major
automotive companies as well as eTec (Electric Transportation Engineering
Corporation), a subsidiary of ECOtality (OTCBB: ETLE), and is focused on the
research, development and testing of advanced transportation and energy
systems. eTec manufactures the Minit-Charger line of fast-charge
systems for airport ground support equipment, material handling equipment,
transit vehicles (buses) and light duty passenger cars. The Minit-Charge
technology can provide a meaningful charge for an electric vehicle in
approximately 15 minutes. eTec has been involved with the electric vehicle
initiative in North America since the 1990’s.
Shorepower
Technologies is in the business of deploying Electrified Parking Spaces (EPS)
across North America. Shorepower provides EPS for Truck Stop Electrification
(TSE) as well as electric vehicles and plug-in hybrid electric vehicles.
Shorepower TSE allows truck drivers to turn off their engines and plug into all
weather electrical and communication outlets during mandatory rest periods. This
reduces fuel costs, toxic exhaust emissions, maintenance costs and provides a
better night's rest. Shorepower has currently installed a number of electric
vehicle charging stations for Portland General Electric (PGE) in the Portland
city areas.
SolarCity
is one of the nation's leading full-service solar panel provider for homeowners,
businesses and government organizations and the first company to provide solar
power system design, financing, installation and monitoring services from a
single source. SolarCity provides custom solar panel installation in California,
Arizona and Oregon to private homes, businesses and government buildings. In
September of this year, SolarCity announced that it will partner with a
California Rabobank, N.A., to create a solar-power, fast-charge electric car
charging corridor which will include four locations between San Francisco and
Los Angeles. The SolarCity owned and operated corridor is being built in
cooperation with electric vehicle manufacturer Tesla Motors.
Better
Place is a company developing the technology and working on the deployment of a
network of battery charging stations and battery switch stations. Better Place
is building its first electric vehicle network in Israel. Better Place has also
announced an agreement with Renault-Nissan where they will develop an electric
vehicle with the capacity to have its battery removed and swapped through the
better place switching stations being developed.
AeroVironment,
Inc. is one of the leading suppliers of fast charge systems for industrial
electric vehicles such as forklifts, airport ground support vehicles, short-haul
trucks, and automated guided vehicles. AV is working on applying this same
technology to help build the infrastructure to make the next generation of
passenger and utility electric vehicles a reality.
The
competitive landscape in the development of a national or regional electric
vehicle infrastructure is young and still fragmented. No clear leader or leaders
have emerged and the marketplace is still in its infancy, leaving room for new
arrivals to ascend. However, the terrain is such that competitors may quickly
become complimentary to one another, allowing for greater mobility and enhanced
driving distance for the electric vehicle operator through the ability to charge
at different owned charging stations. This in turn will work towards further
acceptance of electric vehicles, bringing additional revenue to all these
companies and allowing the infrastructure to grow. Furthermore, because Car
Charging is in the business of securing and owning Car Charging stations and not
developing the technology behind the chargers, competitors my become partners if
and when Car Charging seeks new chargers to equip additional charging stations
with as the technology further develops.
- 5
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Location
and Facilities
We
currently lease an office facility in Miami Beach, Florida. Upon
obtaining the necessary funds we hope to acquire a sufficient facility for our
future operations.
Outlook
When
evaluating our future, we believe the most important consideration is the number
of locations we sign up to install charging stations. We could sign
up a 600 spot parking garage, but only install one charging station upon the
signing of our contract. What that location now represents to us as a company is
599 other potential charging locations that represent future revenues to us. We
will have minimum capital needs to secure locations, and will only spend as the
market warrants. Through the use of technology, we will be able to monitor the
usage of the charging stations. As the market develops, we can increase the
number of charging stations per location.
Target
Markets
We are
launching our business in the State of Florida while exploring expansion
opportunities. Our goal is to expand nationally and internationally
in conjunction with the demand for our service.
Employees
Currently, there
are three employees.
Legal
Proceedings
In the
normal course of our business, we may periodically become subject to various
lawsuits. However, there are currently no legal actions pending
against us nor, to our knowledge, are any such proceedings
contemplated.
Material
Contracts
On
September 25, 2009 (the “Date of Issuance”), Car Charging, Inc. issued two
secured convertible promissory notes to both Ze’evi Group, Inc. and Paradox
Capital Partners, LLC (the “Holders”), each in the amount of $50,000 (the
“Secured Convertible Promissory Notes”). The Secured Convertible
Promissory Notes have a maturity date of September 24, 2011 and have an annual
interest rate of six percent (6%) per annum. The Holders have the
right from and after the Date of Issuance, and until any time until the Secured
Convertible Promissory Notes are fully paid, to convert any outstanding and
unpaid principal portion of the Secured Convertible Promissory Notes, and
accrued interest, into fully paid and nonassessable shares of Common
Stock. The Secured Convertible Promissory Notes have a fixed
conversion price of $.0025. Pursuant to the close of the reverse
merger contemplated simultaneously with the Closing of this Offering, the
Secured Convertible Promissory Notes will be exchanged for promissory notes from
Car Charging Group, Inc., with the same rights and privileges as the Secured
Convertible Promissory Notes.
RISK
FACTORS
The
common shares offered are highly speculative in nature, involve a high degree of
risk and should be purchased only by persons who can afford to lose their entire
investment. Accordingly, prospective investors should carefully consider, along
with other matters referred to herein, the following risk factors in evaluating
our business before purchasing any common shares. This Memorandum
contains forward-looking statements which involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth in the following risk factors and elsewhere in this
Memorandum.
Risks
Relating to Our Business
WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.
We were
incorporated in Nevada in September 2006. We have no significant assets or
financial resources. The likelihood of our success must be considered in light
of the problems, expenses, difficulties, complications and delays frequently
encountered by a small developing company starting a new business enterprise and
the highly competitive environment in which we will operate. Since we have a
limited operating history, we cannot assure you that our business will be
profitable or that we will ever generate sufficient revenues to meet our
expenses and support our anticipated activities.
- 6
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WE
NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE
OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION
OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUE.
In order
to maximize potential growth in our current and potential markets, we believe
that we must expand our marketing operations. This expansion will place a
significant strain on our management and our operational, accounting, and
information systems. We expect that we will need to continue to improve our
financial controls, operating procedures, and management information systems. We
will also need to effectively train, motivate, and manage our employees. Our
failure to manage our growth could disrupt our operations and ultimately prevent
us from generating the revenues we expect.
In order
to achieve the above mentioned targets, the general strategies of our company
are to maintain and search for hard-working employees who have innovative
initiatives; on the other hands, our company will also keep a close eye on
expanding opportunities.
IF
WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE ABLE TO
OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR
OPERATIONS.
If
adequate additional financing is not available on reasonable terms, we may not
be able to undertake expansion, continue our marketing efforts and we would have
to modify our business plans accordingly. There is no assurance that additional
financing will be available to us.
In
connection with our growth strategies, we may experience increased capital needs
and accordingly, we may not have sufficient capital to fund our future
operations without additional capital investments. Our capital needs will depend
on numerous factors, including (i) our profitability; (ii) the release of
competitive products by our competition; (iii) the level of our investment in
research and development; and (iv) the amount of our capital expenditures,
including acquisitions. We cannot assure you that we will be able to obtain
capital in the future to meet our needs.
Even if
we do find a source of additional capital, we may not be able to negotiate terms
and conditions for receiving the additional capital that are acceptable to us.
Any future capital investments could dilute or otherwise materially and
adversely affect the holdings or rights of our existing shareholders. In
addition, new equity or convertible debt securities issued by us to obtain
financing could have rights, preferences and privileges senior to our common
stock. We cannot give you any assurance that any additional financing will be
available to us, or if available, will be on terms favorable to us.
NEED
FOR ADDITIONAL EMPLOYEES.
The
Company’s future success also depends upon its continuing ability to attract and
retain highly qualified personnel. Expansion of the Company’s business and the
management and operation of the Company will require additional managers and
employees with industry experience, and the success of the Company will be
highly dependent on the Company’s ability to attract and retain skilled
management personnel and other employees. Competition for such personnel is
intense. There can be no assurance that the Company will be able to attract or
retain highly qualified personnel. Competition for skilled personnel in our
industry is significant. This competition may make it more difficult and
expensive to attract, hire and retain qualified managers and employees. The
Company’s inability to attract skilled management personnel and other employees
as needed could have a material adverse effect on the Company’s business,
operating results and financial condition. The Company’s arrangement with its
current employees is at will, meaning its employees may voluntarily terminate
their employment at any time. The Company anticipates that the use of stock
options, restricted stock grants, stock appreciation rights, and phantom stock
awards will be valuable in attracting and retaining qualified personnel.
However, the effects of such plan cannot be certain.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF OUR OFFICERS.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Andy Kinard and Richard Adeline, our management
team. The loss of services of Mr. Kinard or Mr. Adeline could have a
material adverse effect on our business, financial condition or results of
operation.
WE
ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND THERE CAN BE NO ASSURANCE THAT WE
WILL BE ABLE TO COMPETE WITH OUR COMPETITORS WHO MAY HAVE GREATER
RESOURCES.
The
Company could face strong competition within the local area by competitors in
the alternative financial services industry who could duplicate the
model. These competitors may have substantially greater financial
resources and marketing, development and other capabilities than the
Company. In addition, there are very few barriers to enter into the market
for our services. There can be no assurance, therefore, that any of
our competitors, many of whom have far greater resources will not independently
develop services that are substantially equivalent or superior to our
services. Therefore, an investment in the Company is very risky and
speculative due to the competitive environment in which the Company intends to
operate.
- 7
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OUR
FUTURE SUCCESS IS DEPENDENT UPON THE FUTURE GENERATION OF A MARKET FOR OUR
SERVICE
The
Company currently remains and will continue to remain in a position of
dependence on the creation and sustainability of the electric car
market. While a vast majority of the major car manufacturers have
made strong financial commitments to the electric vehicle industry going
forward, there is no guaranty that the industry will become
viable. Without a fleet of electric vehicles on the road needing
recharging, there exists no opportunity for the Company to provide its intended
service. Therefore, an investment in the Company is very risky and
speculative due to the uncertain future of the electric vehicle
market.
OUR
FUTURE SUCCESS IS DEPENDENT UPON OUR ABILITY TO PROTECT OUR INTELLECTUAL
PROPERTY.
The
Company may not be able to protect unauthorized use of its intellectual property
and take appropriate steps to enforce its rights. Although management does
not believe that its services infringes on the intellectual rights of others,
there is no assurance that the Company may not be the target of infringement or
other claims. Such claims, even if not true, could result in
significant legal and other costs associated and may be a distraction to
management. We plan to rely on a combination of copyright, trade
secret, trademark laws and non-disclosure and other contractual provisions to
protect our proprietary rights. We use and intend to use the
trademark “Car Charging” name and logo. We intend to file federal
trademark applications for “Car Charging” and to secure the Internet trade
domain “carcharging.com” and related logo. There can be no assurance that the
registrations applied for will be accepted. Because the policing of
intellectual and intangible rights may be difficult and the ideas and other
aspects underlying our business model may not in all cases be protectable under
intellectual property laws, there can be assurance that we can prevent
competitors from marketing the same or similar products and
services.
Risks
Associated with Our Shares of Common Stock
BROAD
DISCRETION OF MANAGEMENT TO USE OF PROCEEDS.
The
Company’s management will have broad discretion with respect to the expenditure
of the net proceeds of this Offering. Accordingly, Subscribers will be
entrusting their funds to the Company’s management, upon whose judgment they
must depend, with limited information concerning the specific working capital
requirements and general corporate purposes to which the funds will be
ultimately applied.
RESTRICTED
SECURITIES; LIMITED TRANSFERABILITY.
Purchase
of the Securities should be considered a long-term, illiquid investment. The
Securities have not been registered under the Act, are being offered by reason
of a specific exemption from registration and are “restricted securities” under
Rule 144 promulgated under the Act, and cannot be sold without registration
under the Act or any exemption from registration. In addition, the Securities
will not be registered under any state securities laws that would permit their
transfer. Because of these restrictions and the absence of a trading market for
the Securities, a Subscriber will likely be unable to liquidate an investment
even though other personal financial circumstances would dictate such
liquidation.
THE
OFFERING PRICE OF THE SECURITIES WAS ARBITRARILY DETERMINED, AND THEREFORE
SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES.
THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE
COMPANY, AND MAY MAKE OUR SECURITIES DIFFICULT TO SELL.
The
offering price for the Common Stock was arbitrarily determined. The facts
considered in determining the offering price were our financial condition and
prospects, our limited operating history and the general condition of the
securities market. The offering price is not an indication of and is not based
upon the actual value of our company. The offering price bears no relationship
to the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the Securities.
- 8
-
IF
WE FAIL TO ESTABLISH AND MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL, WE
MAY NOT BE ABLE TO REPORT OUR FINANCIAL RESULTS ACCURATELY OR TO PREVENT
FRAUD. ANY INABILITY TO REPORT AND FILE OUR FINANCIAL RESULTS
ACCURATELY AND TIMELY COULD HARM OUR REPUTATION AND ADVERSELY IMPACT THE TRADING
PRICE OF OUR COMMON STOCK.
Effective
internal control is necessary for us to provide reliable financial reports and
prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, we may not be able to manage our business as effectively as we
would if an effective control environment existed, and our business and
reputation with investors may be harmed. As a result, our small size
and any current internal control deficiencies may adversely affect our financial
condition, results of operation and access to capital. We have not
performed an in-depth analysis to determine if in the past un-discovered
failures of internal controls exist, and may in the future discover areas of our
internal control that need improvement.
OUR
SHARES OF COMMON STOCK ARE VERY THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR
VALUE AND THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR
SHARES OF COMMON STOCK EITHER NOW OR IN THE FUTURE.
Our
shares of common stock are very thinly traded, and the price if traded may not
reflect our value. There can be no assurance that there will be an active market
for our shares of common stock either now or in the future. The market liquidity
will be dependent on the perception of our operating business and any steps that
our management might take to bring us to the awareness of investors. There can
be no assurance given that there will be any awareness generated. Consequently,
investors may not be able to liquidate their investment or liquidate it at a
price that reflects the value of the business. If a more active market should
develop, the price may be highly volatile. Because there may be a low price for
our shares of common stock, many brokerage firms may not be willing to effect
transactions in the securities. Even if an investor finds a broker willing to
effect a transaction in the shares of our common stock, the combination of
brokerage commissions, transfer fees, taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such shares of common stock as collateral for any loans.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and the
related notes appearing elsewhere in this Report. This discussion and analysis
may contain forward-looking statements based on assumptions about our future
business. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including, but
not limited to, those set forth under “Risk Factors” and elsewhere in this
Report.
Forward-Looking
Statements
This
Report contains forward-looking statements. The forward-looking statements are
contained principally in, but not limited to, the sections entitled “Risk
Factors,” “Management’s Discussion and Analysis or Plan of Operation” and
“Business.” Forward-looking statements provide our current expectations or
forecasts of future events. Forward-looking statements include statements about
our expectations, beliefs, plans, objectives, intentions, assumptions and other
statements that are not historical facts. Words or phrases such as “anticipate,”
“believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project” or similar words or phrases, or the negatives
of those words or phrases, may identify forward-looking statements, but the
absence of these words does not necessarily mean that a statement is not
forward-looking.
- 9
-
Forward-looking
statements are subject to known and unknown risks and uncertainties and are
based on potentially inaccurate assumptions that could cause actual results to
differ materially from those expected or implied by the forward-looking
statements. Our actual results could differ materially from those anticipated in
forward-looking statements for many reasons, including the factors described in
the section entitled “Risk Factors” in this Report. Accordingly, you should not
unduly rely on these forward-looking statements, which speak only as of the date
of this Report.
Unless
required by law, we undertake no obligation to publicly revise any
forward-looking statement to reflect circumstances or events after the date of
this Report or to reflect the occurrence of unanticipated events. You should,
however, review the factors and risks we describe in the reports we will file
from time to time with the SEC after the date of this Report.
Management
cautions that these statements are qualified by their terms and/or important
factors, many of which are outside of our control, and involve a number of
risks, uncertainties and other factors that could cause actual results and
events to differ materially from the statements made, including, but not limited
to, the following:
● actual
or anticipated fluctuations in our quarterly and annual operating
results;
● actual
or anticipated product constraints;
● decreased
demand for our products resulting from changes in consumer
preferences;
● product
and services announcements by us or our competitors;
● loss
of any of our key executives;
● regulatory
announcements, proceedings or changes;
● announcements
in the motorcycle community;
● competitive
product developments;
● intellectual
property and legal developments;
● mergers
or strategic alliances in the motorcycle industry;
● any
business combination we may propose or complete;
● any
financing transactions we may propose or complete; or
● broader
industry and market trends unrelated to its performance.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements.
Plan
of Operation
The
Company has not generated any revenue so it intends to report its plan of
operation below. The ability of the Company to achieve its business
objectives is contingent upon its success in raising additional capital until
adequate revenues are realized from operations.
The
Company, Car Charging, Inc., was incorporated during September, 2009, as a
Delaware corporation. It immediately registered to do business in
Florida. Our intent is to be a provider and servicer of electric car
charging stations to building owners, parking garages, municipalities, sporting
venues (e.g. football and baseball stadiums, as well as basketball and hockey
arenas) and ultimately to provide the ability for the EV owner to have charging
services in public areas on our network. Our Company provides and
installs car charging stations at public locations at no cost to the
landowner.
Such
services will be in advance of and anticipates the manufacture and sale of
electric vehicles to the general public, starting in the fall of
2010. Accordingly, the Company will provide a service whereby the
public will be able to recharge their electric vehicles at convenient
locations. To establish convenient locations, the Company intends to
enter into partnership agreements with building owners, parking garages,
municipalities and sporting venues.
Since its
creation, the Company has selected and entered into a non – exclusive agreement
with NovaCharge, LLC, a direct distributor of Coulomb Technologies Inc, a
California manufacturer of electric car charging stations. It has also initiated
negotiations with several large Florida municipalities to install electric car
charging stations throughout their property, pursuant to a negotiated revenue
sharing agreement.
During
the coming year, the Company plans to enter into between 10 and 200 distribution
and revenue sharing agreements with various entities and to install
approximately 1000 devices.
The
Company perceives the need to raise additional capital in the immediate future,
in addition to the proceeds received from the Financing Transaction and capital
provided from the Founders, in order to provide adequate operating capital to
carry the Company’s operations through 2011, at which time when significant
revenues are expected to be generated through operations.
The
Company’s agreement with NovaCharge, LLC does not specify any minimum
device purchase quantity, but does provide that the manufacturer will act as the
administrator to deliver electricity and account for payment/collection directly
from the consumers and remittance of the service charges for use of the electric
car charging stations to the Company.
- 10
-
The
company continues to pursue sources of capital needed to acquire and install the
EV devices. Such costs can vary depending on the installation
location, but in the aggregate is anticipated aggregate to 8 Million Dollars in
2010.
Year ended December 31,
2010
Losses
from operations during 2010 are estimated to accumulate to $5,842,000 and will
primarily consist of depreciation of installed EV charging devices of
$4,875,000, net of anticipated Federal EV credits of $500,000; payroll expenses
$671,000, professional fees $228,000; insurance $75,000; rent
$71,000; electricity $51,500; travel and promotion $76,000.
Liquidity and Capital
Resources
Despite
capital contributions and sales, and both related party and third party loan
commitments, the Company may, experience, cash flow shortages that
can slow the Company’s growth.
The
Company has primarily financed its activities from sales of capital stock of the
Company and from loans from related and third parties. A significant
portion of the funds raised from the sale of capital stock will be used to cover
working capital needs such as office expenses and various professional
fees.
For the
year ended December 31, 2010, we anticipate a net loss of
$5,842,000. Our accumulated deficit since inception is anticipated to
be $6,188,000. Such accumulated losses have resulted primarily from
costs incurred in the purchase and installation of EV devices, payroll,
promotion and professional expenses.
The
Company’s cash flow requirements during this period have been met by
contributions of capital and debt financing. The Company anticipates
that financing will be required until such time as the general public acquires
electric vehicles and requires recharging facilities. Currently, the
Company cannot determine when either will occur and as such the Company will
need to obtain financing to cover its costs for the foreseeable
future. No assurance can be given that these sources of financing
will continue to be available. If the Company is unable to generate
profits, or unable to obtain additional funds for its working capital needs, it
may have to cease operations.
Investor
Relations / Public Relations
Over the
next twelve (12) months, the Company anticipates spending approximately one
million dollars ($1,000,000) for investor relations, public relations and brand
awareness and marketing.
MANAGEMENT
Directors
and Executive Officers
The
following table sets forth, as of December 7, 2009, the names and ages of all of
our directors and executive officers; and all positions and offices
held. The directors will hold such office until the next annual
meeting of shareholders and until his or her successor has been elected and
qualified.
|
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
|
The board
of directors has no standing committees.
Family
Relationships
None.
Business
Experience
The
following summarizes the occupation and business experience of our officers and
directors:
Andy Kinard,
President, Director
Mr.
Kinard graduated from the Auburn University in 1987. His first
employer was Florida Power & Light (“FPL”) where he worked for 15
years. In his early years, his focus was on engineering. During his tenure, he
performed energy analysis for large commercial accounts, and ultimately became a
Certified Energy Manager. Simultaneously, Mr. Kinard was assigned to FPL’s
electric vehicle program. FPL had their own fleet of electric
vehicles that they used to promote the technology.
He
spent several years marketing renewable energy in Florida and was a Guest
Speaker at the World Energy Congress. He also served on the Board of
Directors of the South Florida Manufacturing Association for 4
years.
- 11
-
For the
last year Mr. Kinard has been selling electric vehicles in Florida. He has
City, County, and State contacts throughout Florida, and has attended every car
show, and green fair in the State.
Richard Adeline,
Chief Financial Officer, Treasurer, Director
Since
1984, Richard has been in practice as a CPA in Florida specializing in financial
planning, tax preparation and business consulting for both public and non-public
companies. Richard is well versed in the reporting requirements for public
companies.
Prior to
forming his own practice, Richard served as an Audit Manager at Arthur Andersen
and Coopers & Lybrand (PriceWaterhouseCoopers), as well as the CFO of
Insurance Exchange of the Americas, Inc. He is a licensed CPA in the states of
Florida and New York and is a registered Financial Advisor that holds both Life
and Health Insurance licenses, as well as various FINRA certifications (Series
7, 63 and 65). Mr. Adeline is a graduate of the City University of New York
(Hunter College) in 1965 with a BS in Accounting.
Michael Bernstein,
General Counsel, Director
Mr.
Bernstein is a graduate of New York University and Brooklyn Law School.
Since 1996, he has been practicing law and is currently admitted in the
state and federal courts of Florida, New York and New Jersey. Mr. Bernstein
maintains his law practice in Miami Beach, Florida in the areas of corporate and
business transactions, real estate and commercial litigation. Through his
law firm, Mr. Bernstein serves as independent corporate counsel for several
Florida based companies who transact business nationwide. In 2008, Mr.
Bernstein was appointed and has served as a member of the Community Development
Advisory Board (CDAC) of the City of Miami Beach.
Both Mr.
Kinard and Mr. Adeline will be responsible for managing the day to day
operations and strategic planning.
Employment
Agreements / Terms of Office
We have
not entered into a formal written employment agreement with either of our
executive officers, however, we intend to enter into written employment
agreements with each of our officers upon the Closing of the Reverse
Merger.
Director
Compensation
All
directors will be reimbursed for their reasonable out-of-pocket expenses
incurred in connection with attending board of director and committee
meetings.
Investor
Relations / Public Relations
Over the
next twelve (12) months, the Company anticipates spending approximately one
million dollars ($1,000,000) for investor relations, public relations and brand
awareness and marketing.
Option
Plan
Currently
there is no stock option plan. We intend to implement a stock option plan to
attract and retain employees.
Certain
Relationships and Related Transactions
We will
present all possible transactions between us and our officers, directors or 5%
stockholders, and our affiliates to the board of directors for our consideration
and approval. Any such transaction will require approval by a majority of the
disinterested directors and such transactions will be on terms no less favorable
than those available to disinterested third parties.
PRINCIPAL
SHAREHOLDERS
The
following table sets forth certain information concerning stock ownership of all
persons known by us to own beneficially five percent (5%) or more of the
outstanding Common Stock, each director and certain executive officers and
directors as a group, and as adjusted to reflect the sale of the total amount of
Shares offered hereby.
|
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 72,824,195 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 a 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.
|
- 12
-
|
(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
|
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
None of
the following persons has any direct or indirect material interest in any
transaction to which we are a party since our incorporation or in any proposed
transaction to which we are proposed to be a party:
|
(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.
|
DESCRIPTION
OF SECURITIES
Common
Stock
We are
authorized to issue 500,000,000 shares of common stock, $0.001 par value per
share. Immediately prior to the Closing Date, there were 296,957,549
common shares issued and outstanding. After Closing and subsequent to the
cancellation of 277,200,000 shares, there will be 69,757,549 common shares
issued and outstanding, not including the 3,066,665 shares sold in connection
with the Financing Transaction.
Holders
of our common stock are entitled to one vote for each share on all matters
submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the
shares of common stock voting for the election of directors cannot necessarily
elect all of the directors. Holders of our common stock representing a majority
of the voting power of our capital stock issued and outstanding and entitled to
vote, represented in person or by proxy, are necessary to constitute a quorum at
any meeting of our stockholders. A vote by the holders of a majority of our
outstanding shares is required to effectuate certain fundamental corporate
changes such as liquidation, merger or an amendment to our Articles of
Incorporation.
Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
Preferred
Stock
We are
authorized to issue up to 20,000,000 shares of preferred stock. As of
the Closing, we filed a certificate of designation with the Secretary of State
for the State of Nevada to designate 20,000,000 of our preferred shares as
Series A Convertible Preferred Stock. The Series A Convertible
Preferred Stock has conversion rights equal to 2.5 shares for every share of
Series A Convertible Preferred Stock issued and each share of Series A
Convertible Preferred Stock has voting rights equal to 5 times the number of
votes it would be entitled to on an as converted basis. Pursuant to
the terms of the Share Exchange, 10,000,000 shares of the Series A Convertible
Preferred Shares were issued to the prior shareholders of Car Charging, Inc., on
a pro rata basis.
Warrants
Pursuant
to the terms of the Financing Transaction, the Company issued 3,066,665 Warrants
to certain subscribers. The Warrants are exercisable at $0.60/share
and also feature a cashless exercise option.
Dividend
Policy
It is
unlikely that we will declare or pay cash dividends in the foreseeable future.
We intend to retain earnings, if any, to expand our operations.
LIMITATIONS
ON TRANSFER OF SHARES
The
shares offered hereby have not been registered with the Commission pursuant to
the Securities Act; however, they are deemed to be exempt from such registration
pursuant to Regulation D Rule 506 of the Securities Act or Regulation
S. Even so, the shares are subject to a restriction on re-sale and
will be marked as such on the face of the certificate. In addition,
there are limits on the resale of the shares by virtue of their corporate
issuance. Accordingly, an investment in the shares offered herein
should be considered highly illiquid.
- 13
-
Item
3.02 Unregistered Sales of Equity Securities
Pursuant
to the Share Exchange Agreement, on December 7, 2009, we issued 50,000,000
shares of our common stock to the shareholders of Car Charging, Inc., in
exchange for the shares held by these shareholders pursuant to the Share
Exchange Agreement. Such securities were not registered
under the Securities Act of 1933. The issuance of these shares was exempted from
registration pursuant to Section 4(2) of the Securities Act of 1933. We made
this determination based on the representations that the Car Charging
Shareholders were either (a) “accredited investors” within the meaning of Rule
501 of Regulation D promulgated under the Securities Act, or (b) not a “U.S.
person” as that term is defined in Rule 902(k) of Regulation S under the Act,
and that the Car Charging Shareholders were acquiring our common stock, for
investment purposes for their own respective accounts and not as nominees or
agents and not with a view to the resale or distribution thereof, and that the
Car Charging Shareholders understood that the shares of our common stock may not
be sold or otherwise disposed of without registration under the Securities Act
or an applicable exemption therefrom.
As
referenced in Item 1.01, the Company entered into a financing transaction with
certain accredited investors. Pursuant to the financing, we sold
units of securities that consisted of an aggregate of 3,066,665 shares of common
stock and warrants exercisable into 3,066,665 shares of common stock for a total
purchase price of $920,000 or $0.30/unit. These shares were issued in reliance
on the exemption under Section 4(2) of the Securities Act of 1933, as amended,
and Rule 506 of Regulation D.
Item
5.01 Changes in Control of Registrants
As more
fully described in Item 2.01, on December 7, 2009, pursuant to the terms of the
Share Exchange Agreement, the shareholders of Car Charging acquired a total of
(i) 50,000,000 shares of our issued and outstanding common stock and (ii)
10,000,000 newly-issued shares of our issued and outstanding Series A Preferred
Stock. Further, the resigning officer of the Company agreed to cancel
277,200,000 shares of common stock. As such, immediately following
the Share Exchange Agreement, the shareholders of Car Charging, Inc. held
approximately 66.8% of the voting power of our outstanding common stock and 100%
of the voting power of our outstanding Series A Preferred
Stock. Reference is made to the disclosures set forth under Item 2.01
of this Current Report on Form 8-K, which disclosure is incorporated by
reference.
As more
fully explained in Item 5.02, in connection with the Closing of the Share
Exchange Agreement, Belen Flores, our former Chairman of the Board of Directors
and Chief Executive Officer, resigned from these positions and all other
positions held in the Company and agreed to cancel the 277,200,000 shares
previously owned.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(a)
|
Resignation
of Directors
|
Effective
December 7, 2009, Belen Flores resigned as the chairman and the sole member of
our board of directors. His resignation was not the result of any disagreements
with us on any matters relating to our operations, policies and
practices.
|
(b)
|
Resignation
of Officers
|
Effective
December 7, 2009, Belen Flores resigned as our Chief Executive Officer and all
other offices that he held. His resignation was not the result of any
disagreements with us on any matters relating to our operations, policies and
practices.
|
(c)
|
Appointment
of Directors
|
Effective
December 7, 2009, the following persons were appointed as members of the Board
of Directors:
|
Name
|
Age
|
Principal
Positions With Us
|
|
Andy
Kinard
|
44
|
Director
|
|
Richard
Adeline
|
65
|
Director
|
|
Michael
Bernstein
|
40
|
Director
|
The
business background descriptions of the newly appointed directors are as
follows:
Andy Kinard,
President, Director
Mr.
Kinard graduated from Auburn University in 1987. His first employer
was Florida Power & Light (“FPL”) where he worked for 15 years. In his
early years, his focus was on engineering. During his tenure, he performed
energy analysis for large commercial accounts, and ultimately became a Certified
Energy Manager. Simultaneously, Mr. Kinard was assigned to FPL’s electric
vehicle program. FPL had their own fleet of electric vehicles that
they used to promote the technology.
- 14
-
He
spent several years marketing renewable energy in Florida and was a Guest
Speaker at the World Energy Congress. He also served on the Board of
Directors of the South Florida Manufacturing Association for 4
years.
For the
last year Mr. Kinard has been selling electric vehicles in Florida. He has
City, County, and State contacts throughout Florida, and has attended every car
show, and green fair in the State.
Richard Adeline,
Chief Financial Officer, Treasurer, Director
Since
1984, Richard has been in practice as a CPA in Florida specializing in financial
planning, tax preparation and business consulting for both public and non-public
companies. Richard is well versed in the reporting requirements for public
companies.
Prior to
forming his own practice, Richard served as an Audit Manager at Arthur Andersen
and Coopers & Lybrand (PriceWaterhouseCoopers), as well as the CFO of
Insurance Exchange of the Americas, Inc. He is a licensed CPA in the states of
Florida and New York and is a registered Financial Advisor that holds both Life
and Health Insurance licenses, as well as various FINRA certifications (Series
7, 63 and 65). Mr. Adeline is a graduate of the City University of New York
(Hunter College) in 1965 with a BS in Accounting.
Michael Bernstein,
General Counsel, Director
Mr.
Bernstein is a graduate of New York University and Brooklyn Law School.
Since 1996, he has been practicing law and is currently admitted in the
state and federal courts of Florida, New York and New Jersey. Mr. Bernstein
maintains his law practice in Miami Beach, Florida in the areas of corporate and
business transactions, real estate and commercial litigation. Through his
law firm, Mr. Bernstein serves as independent corporate counsel for several
Florida based companies who transact business nationwide. In 2008, Mr.
Bernstein was appointed and has served as a member of the Community Development
Advisory Board (CDAC) of the City of Miami Beach.
Both Mr.
Kinard and Mr. Adeline will be responsible for managing day to day operations
and strategic planning.
Family
Relationships
There are
no relationships between any of the officers or directors of the
Company.
|
(d)
|
Appointment
of Officers
|
Effective
December 7, 2009, the directors appointed the following persons as our executive
officers, with the respective titles as set forth opposite his or her name
below:
|
Name
|
Age
|
Principal
Positions With Us
|
|
Andy
Kinard*
|
44
|
President
|
|
Richard
Adeline*
|
65
|
Chief
Financial Officer, Treasurer
|
*See descriptions of the Company’s
officers above.
|
(e)
|
Employment
Agreements of the Executive
Officers
|
The
Company has not yet entered into formal employment arrangements with the
Executive Officers.
Item 5.03Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
Pursuant
to the Share Exchange Agreement, on December 7, 2009 we filed with the Secretary
of State for the State of Nevada a Certificate of Amendment to our Certificate
of Incorporation changing our name to “Car Charging Group, Inc.” to better
reflect our business plan. A copy of the Certificate of Amendment to Articles of
Incorporation is attached hereto as Exhibit 3.1.
On
December 7, 2009, we filed with the Secretary of State for the State of Nevada a
Certificate of Amendment to our Certificate of Incorporation designating the
rights of our Series A Convertible Preferred Stock. A copy of the
Certificate of Designation for our Series A Convertible Preferred Stock is
attached hereto as Exhibit 3.2.
Item
5.06 Change in Shell Company Status.
As
described in Item 1.01 of this Form 8-K, on December 7, 2009, we entered into
the Exchange Agreement and consummated the Share Exchange, pursuant to which we
acquired all of the issued and outstanding common shares of Car Charging, Inc.
in exchange for the issuance of the Company’s Common Stock and Series A
Convertible Preferred Stock to the shareholders of the Car Charging,
Inc.
As a
result of the Share Exchange, the shareholders of Car Charging,
Inc. exchanged 1,000 shares of common stock of Car Charging, representing
100% of the issued and outstanding stock of Car Charging, Inc. for: (i)
50,000,000 newly issued shares of the Company’s common stock, par value $0.001
per share, representing 66.8% of the Company’s issued and outstanding common
stock; and (ii) 10,000,000 shares of our Series A Convertible Preferred
Stock.
As the
result of the consummation of the Share Exchange, we are no longer a shell
company as that term is defined in Rule 12b-2 of the Securities Exchange Act of
1934, as amended.
Item
8.01 Other Events
On
September 29, 2009, the Company’s Board of Directors approved a 6.6-1 forward
stock split (the “Forward Split”) of the Company’s issued and outstanding common
stock with a record date of October 22, 2009. The Forward Split is only for the
Company’s issued and outstanding shares and not its authorized
shares. The Forward Split occurred prior to the Closing of the Share
Exchange so all shares listed in this Form 8-K are
post-Forward Split.
- 15
-
Item 9.01 -Financial Statements and
Exhibits
|
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
|
SIGNATURES
Pursuant
to the requirements 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.
|
New
Image Concepts, Inc.
|
|||
|
/s/
Andy Kinard
|
|||
|
Andy
Kinard
President
|
|||
|
/s/
Richard Adeline
|
|||
|
Richard
Adeline
Chief
Financial Officer
|
Dated:
December 11, 2009