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SUBSEQUENT EVENTS
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9 Months Ended | 12 Months Ended |
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Sep. 30, 2011
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Dec. 31, 2010
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| SUBSEQUENT EVENTS |
13. SUBSEQUENT EVENTS
The following is a summary of significant events impacting the
Company for the period from October 1, 2011, through the issuance
of these financial statements in addition to subsequent events
described in the footnotes above.
On
October 4, 2011, the Company acknowledged an agreement between
Lanktree Consulting Corporation and Southridge Partners II, LP
whereby Lanktree transferred $125,000 of principal related to the
$580,000 convertible note to Southridge for cash. After
this transfer and other Lanktree conversions of $250,000 to common
stock, the balance of the note due Lanktree is
$205,000. On October 7, 2011, Southridge converted
$25,000 of principal into 477,783 shares of common
stock. The conversion was at a rate of
$0.0523. On November 11, 2011, the Company issued
870,827 shares of common stock to Southridge for conversion of
$15,000 of principal on their outstanding note ($0.017225 per
share). On November 15, 2011, the Company issued 380,825
shares of common stock to Southridge for conversion of
$5,400 of principal ($0.01418 per share). The balance of
the note after these conversions was $79,600. On
November 11, 2011, the Company issued 221,518 shares of common
stock to Southridge to compensate them for a drop in the share
price from the time of their notice of conversion dated October 4,
2011, to the actual issue date of the shares.
On
October 11, 2011, the Company issued 265,290 shares of common stock
to Lanktree Consulting Corporation valued at $32,720 for interest
and default penalty interest accrued through October 4, 2011 on
five convertible notes.
On
October 11, 2011 the Company issued Exchange Agreements to four
private investors who in the aggregate invested
$145,000. These Exchange Agreements converted private
placements to two year convertible debentures with an interest rate
of 4% per annum paid at maturity and with a conversion price of
$0.10 per common share. The Company formally cancelled
the previously issued shares on November 12, 2011.
Effective
October 19 and 21, 2011, the Company issued 1,200,000 common shares
to two consultants valued at $85,480 based on the closing price of
the Company’s common stock on the date of
issuance.
On
October 31, 2011, the Company issued 767,544 shares of common stock
to a new investor for conversion of $17,500 of principal at an
exchange price of $0.0228 per share. The investor had
acquired $170,000 of principal from two of the Company’s
noteholders on October 26, 2011. On November 16, 2011,
the Company issued 797,448 shares of common stock to this investor
for conversion of $10,000 of principal at an exchange price of
$0.01254 per share. The balance of the new note after
these conversions was $142,500.
On November 3, 2011, the Company issued 1,000,000 shares of common
stock for legal services value at $28,100 based on the closing
trading price for the Company’s common stock on the date of
issuance.
On November 9, 2011, the Company issued 1,122,679 shares of common
stock to Mammoth Corporation at a conversion price of $0.0168 per
share for conversion of principal and interest in the amount of
$18,681. Mammoth had acquired $37,500 of principal plus
accrued interest outstanding on a portion of the 2007 subscription
agreement debentures. After this conversion, the
principal balance outstanding on the 2007 subscription agreement
debentures is $760,000.
Cash
Procedures with regard to Sales of Products Secured by the Second
Quarter 2011 Inventory Notes. Beginning on
October 20, 2011, the Company assigned certain of its accounts
receivable and instructed customers who received product secured by
the Second Quarter 2011 Inventory Notes to remit cash payments
directly to Acqua Wellington Opportunity LP
(“Acqua”). Acqua shall disburse funds
received among the noteholders on a pro rata
basis.
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14. SUBSEQUENT EVENTS
Equity purchase agreement and issuance of Series A preferred
stock. On February 3,
2011, the Company entered into an equity purchase agreement (the
“Purchase Agreement”) with Southridge Partners II,
LP. Pursuant to the Purchase Agreement, Southridge
agreed to purchase from the Company, for a period of up to 24
months commencing on the effective date of a registration statement
filed by the Company for resale of the shares, up to $10,000,000
shares of the Company’s common stock. The purchase
price for the shares of common stock sold will be equal to 92% of
the average of the lowest 2 daily closing prices for the 5 trading
days immediately following the date on which the Company is deemed
to provide a put notice under the Purchase
Agreement. The maximum amount of common stock that
Southridge shall be obligated to purchase with respect to any
single closing under the Purchase Agreement will be the lesser of
$500,000 or 250% of the average dollar trading volume of the
Company’s common stock for the 20 trading days immediately
preceding the date on which the Company provides a put notice under
the Purchase Agreement. Upon execution of the Purchase
Agreement, the Company issued Southridge a five-year warrant to
purchase 25,000,000 shares of common stock at an exercise price of
$0.00615, which may be exercised on a cashless basis if there is no
effective registration statement for the resale of shares of common
stock underlying the warrant six month following the
issuance.
The
Company agreed to issue to its management and directors a series of
preferred stock with voting rights sufficient to grant such holders
the ability to vote in favor of an increase in the Company’s
authorized common stock and/or a reverse split of the outstanding
shares of common stock. Accordingly, on February 4,
2011, the Company issued to each of its four directors 12,500
shares each of its Series A Preferred Stock. On February
11, 2011, the Company increased the number of authorized shares of
its common stock from 2.5 billion to 5.0 billion. In the
aggregate, the Company issued 50,000 of its Series A Preferred
Stock, which gave each of the holder 100,000 votes for each share
of preferred stock owned. The Series A Preferred Stock
is non-participating in any dividends and not
convertible. The four members of the Company’s
Board of Directors jointly held 5.0 billion votes immediately
before and after the 200-to-1 reverse common stock
split.
Issuances of common shares. On January 19, 2011, we issued 240,000 shares of our common stock for package design services valued at $1,200, which had been accrued at year-end. As
discussed in Note 12 – Commitments and Contingencies –
Service agreements, on January 21, 2011, we entered into
an agreement with a marketing consultant to settle monthly retainer
fees, out of pocket expenses and commissions due through December
31, 2010, and issued 12,000,0000 shares of our common stock in
partial satisfaction of amounts due under the settlement
agreement. These shares were valued at $63,600 on the
date of issuance.
On
January 21, 2011, we issued 2,400,000 shares of our common stock to
a public relations firm for six months of services through June
2011. These shares were valued at $12,720 on the date of
issuance.
On
January 21, 2011, we issued 16,000,000 shares of our common stock
to a partner in the law firm providing services to us as partial
compensation for legal services. These shares were
valued at $84,800 on the date of issuance.
As
discussed in Note 8 – Notes Payable – on February 2,
2011, the Company issued 32,000,000 shares of its common stock
valued at $147,200, based on the closing price for the
Company’s common stock on the date of the agreement, as
consideration for extending the due dates on two short-term loans
issued to Granite Financial Group.
On
February 11, 2011, the Company increased the number of shares of
its authorized common stock from 2.5 billion to 5.0
billion.
On
February 16, 2011, the Company issued 10,000,000 shares for legal
services. These shares were valued at $43,000 based on
the closing bid price of the Company’s stock on the date of
issuance.
On
January 17, 2011, the Company entered into a 12 month agreement
with a consultant for investor relations services in exchange for
an aggregate consideration of $48,000 of which the Company has the
option to pay $12,000 in cash over 12 months, or issue 2,400,000
common shares, plus the issuance of 7,200,000 common shares with an
agreed value of $36,000. On February 23, 2011, the
Company issued the 7,200,000 common shares.
On
February 25, 2011, the Company issued a $25,000 convertible note to
Lanktree Consulting Corporation bearing interest at 12% per annum
payable monthly. The note matures on May 25, 2011 and is
convertible into shares of the Company’s common stock at a
fixed conversion price of $0.0033. As additional
consideration for entering into this note, the Company issued
5,000,000 shares of its common stock valued at $20,000 on the date
of issuance. Further, as discussed in Note 8 –
Notes Payable, in consideration for extension for the payment of
principal on Note 1, the Company issued 22,000,000 shares of its
common stock valued at $88,000. The Company also issued
5,000,000 shares of its common stock valued at $20,000 in exchange
for extension of the due date on the $44,000 short-term note and
reduction of the interest rate. In the aggregate,
32,000,000 million shares were issued to Lanktree on March 2,
2011.
On
March 4, 2011, the Company issued 13,011,364 shares of its common
stock for interest due on the first, second and third quarter 2010
convertible debentures for the period from issuance through
December 31, 2010. These shares were valued at
$57,250.
On
February 10, 2011 and March 10, 2011, Granite Financial Group
converted $5,000 and $82,500 of principal outstanding on the first
quarter 2010 convertible debentures into 1,515,151 and 25,000,000
shares of common stock, respectively. After these
conversions, the principal outstanding on the first quarter 2010
issuances was $312,250.
On
March 11, 2011, a holder of the 2007 subscription agreement
debentures converted $70,735 of principal and interest into
23,578,333 shares of common stock. The Company amended
the terms of the note to permit conversion at $0.003 per
share.
On
March 10, 2011, the Company issued 10,000,000 for legal services
and 10,000,000 shares for accounting services. Each of
these issuances was valued at $42,000 based on the closing bid
price of the Company’s common stock on the date of
issuance.
On
March 16, 2011, the Company issued 5,728,106 common shares for
legal services. These shares represent a three month
prepayment for such services and were valued at $22,340 based on
the closing price of the Company common on the date of
issue. Per the underlying agreement, the shares issued
were determined based on a formula dividing the fee by the prior 5
day average closing price of the Company’s stock prior to the
date of issuance multiplied by a factor of 1.5.
As discussed in Note 12 – Commitments and Contingencies, in March 2010, the Company entered into an agreement with a consultant for sales and marketing services and terminated the agreement in September 2010. On March 24, 2011, the Company issued 15,000 shares of its common stock (shares adjusted for the effect of the 200-to-1 reverse stock split) to this consultant as settlement for services rendered in during 2010. These shares were valued at $9,581 based on unpaid invoices from the consultant for commission draws and reimbursable expenses through the September 2010. On
March 24, 2011, the Company entered into a securities purchase
agreement whereby the Company issued 15,000 shares of its common
stock (shares adjusted for the effect of the 200-to-1 reverse stock
split) at $0.30 per share and warrants to purchase 400,000 of
common stock at an exercise price of $0.0001 over seven
years. In exchange for issuing these shares and
warrants, the received cash proceeds of $60,000.
Reverse common stock split. On March 21, 2011, the Company
effected a 200-to-1 reverse split of its shares of common
stock. Immediately prior to the reverse split, the
Company had 2,345,905,633 of its common shares issued and
outstanding which adjusted to 11,729,789 common shares as a result
of the reverse split.
Litigation. As discussed in Note 12 –
Commitments and Contingencies – Litigation, on January 18,
2011, in the suit brought by Tecnimed, Srl against the Company and
its affiliates, the Court granted Tecnimed’s request for a
preliminary injunction and ordered the Company to stop selling the
Vera Temp thermometer in allegedly infringing package and to recall
the product from retail customers. The Company complied with this
injunction by changing its retail package and the Court approved
the new Vera Temp package on February 4, 2011. The
Company continues to ship the thermometer to retail customers in
its new package.
Incentive Stock Plan. In January 2011, our Board of
Directors approved the American Scientific Resources 2011 Incentive
Stock Plan which allocates up to 100,000,000 shares (now 500,000
shares after the March 21, 2011, 200-to-1 reverse common stock
split) of common stock for awards to directors, officers, selected
employees and consultants as qualified and non-qualified stock
options, and as restricted and non-restricted stock
awards.
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