NOTE O— EQUITY

Preferred Stock

Within the limits and restrictions provided in the Company’s Certificate of Incorporation, the Board of Directors has the authority, without further action by the shareholders, to issue up to

5,000,000

shares of preferred stock,

$.0001

par value per share, in

one

or more series, and to fix, as to any such series, any dividend rate, redemption price, preference on liquidation or dissolution, sinking fund terms, conversion rights, voting rights, and any other preference or special rights and qualifications. As of

December

31,

2016,

100,000

shares of preferred stock have been designated as Series A-

Convertible Preferred Stock, of which

90,000

shares are issued and outstanding, and

105,000

shares of preferred stock have been designated as Series B-

Convertible Preferred Stock, all of which are outstanding.

Series A-

Convertible Preferred Stock

October

and

29,

2015,

the Company issued

84,500

shares of Series A-

Convertible Preferred Stock at a purchase price of

$100.00

per share, for aggregate gross proceeds of

$8,450,000.

November

11,

2015,

5,500

additional shares of Series A-

Convertible Preferred Stock were issued at a purchase price of

$100.00

per share, for gross cash proceeds of

$550,000.

Shares of the Series A-

Convertible Preferred Stock are convertible at any time at the option of the holder into shares of common stock by dividing the Series A-

Original Issue Price by the conversion price of

$3.60

per share, subject to adjustment for stock dividends, stock splits, combinations, and reclassifications of the Company’s capital stock, and subject to a “blocker provision” which prohibits conversion if such conversion would result in the holder being the beneficial owner of in excess of

9.99%

of the Company’s common stock. The Series A-

Shares accrue dividends at the rate of

per annum payable quarterly on

April

July,

October

and

January

of each year. Until

October

2017,

the dividends are payable in cash provided that if payment in cash would be prohibited under applicable Delaware corporation law or cause the Company to breach any agreement for borrowed money, such dividends are payable in kind through the issuance of additional shares of common stock having a value equal to the volume weighted average trading price of the Company’s common stock for the

ten

(10)

days preceding the applicable dividend payment date. Commencing

January

2018,

dividends are payable at the option of the Company in cash or kind through the issuance of additional shares of common valued as described above.

The holders of the Series A-

shares are entitled to designate

one

person to serve on the Board of Directors of the Company. The holders of the Series A-

Shares are entitled to vote on an as converted to common stock basis together with the holders of common stock on all matters presented to the Company’s stockholders. Upon any liquidation or dissolution of the Company, any merger or consolidation involving the Company or any subsidiary of the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation do not represent immediately following such merger or consolidation at least a majority of the voting power of the capital stock of the resulting or surviving corporation, or the sale of all or substantially all assets in a single transaction or a series of related transactions, unless the holders of at least a majority of the outstanding Series A-

Shares elect otherwise, holders of Series A-

Shares shall be entitled to receive prior to any payment to any holders of the Company’s common stock an amount per share equal to

$100.00

per share plus any declared and unpaid dividends (pari-passu with the Series B-

holders). As at

December

31,

2016,

$270,000

of dividends were accrued for the holders of the Series A-

shares which remain unpaid as of the date of this filing for

October

2016

and

January

2017

dividends.

The Series A-

Preferred Stock contains options that based on an evaluation of FASB ASC

815

15,

“Embedded Derivatives” and FASB ASC

815

15,

“Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” are considered embedded features: Preferred Stock’s conversion option: The Series A-

Preferred Stock is convertible at the holder’s option at any time at the fixed conversion price of

$3.60

per share; Quarterly Dividend Conversion Option: From issuance until

December

31,

2017,

the holders of a majority of the outstanding Series A-

may

elect to have the quarterly dividend payment made in shares of Common Stock, having a value equal to the volume weighted average trading price of the Common Stock during the

ten

(10)

trading day period preceding the applicable dividend payment date. These features were analyzed by the Company and determined that they were not required to be bifurcated from the preferred stock and recorded as derivatives as they are clearly and closely related to an equity host.

Series B-

Convertible Preferred Stock

November

11,

2015,

the Company issued

105,000

shares of Series B-

Convertible Preferred Stock at a purchase price of

$100.00

per share, for gross proceeds of

$10,500,000.

Shares of the Series B-

Convertible Preferred Stock are convertible at any time at the option of the holder into shares of common stock by dividing the Series B-

Original Issue Price by the conversion price of

$3.60

9.99%

of the Company’s common stock. The Series B-

Shares accrue dividends at the rate of

2.5%

per annum payable quarterly on

April

July,

October

and

January

of each year payable in cash provided that if payment in cash would be prohibited under applicable Delaware corporation law or cause the Company to breach any agreement for borrowed money, or if the holders of a majority of the outstanding shares of the Series B-

Shares elect otherwise, such dividends are payable in kind through the issuance of additional shares of common stock having a value equal to the volume weighted average trading price of the Company’s common stock for the

ten

(10)

days preceding the applicable dividend payment date.

The holders of the Series B-

Shares are entitled to designate

one

person to serve on the Board of Directors of the Company. The holders of the Series B-

Shares are entitled to vote on an as converted to common stock basis together with the holders of our common stock on all matters presented to the Company’s stockholders. Upon any liquidation or dissolution of the Company, any merger or consolidation involving the Company or any subsidiary of the Company in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation do not represent immediately following such merger or consolidation at least a majority of the voting power of the capital stock of the resulting or surviving corporation, or the sale of all or substantially all assets in a single transaction or a series of related transactions, unless the holders of at least a majority of the outstanding Series B-

Shares elect otherwise, holders of Series B-

Shares shall be entitled to receive prior to any payment to any holders of the Company’s common stock an amount per share equal to

$100.00

per share plus any declared and unpaid dividends (pari-passu with the Series A-

holders). As at

December

31,

2016

$131,250

of dividends were accrued for the holders of the Series B-

shares which remain unpaid as of the date of this filing for

October

2016

and

January

2017

dividends.

The Series B-

Preferred Stock contains options that based on an evaluation of FASB ASC

815

15,

“Embedded Derivatives” and FASB ASC

815

15,

“Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” are considered embedded features: Preferred Stock’s conversion option: The Series B-

Preferred Stock is convertible at the holder’s option at any time at the fixed conversion price of

$3.60

per share; Quarterly Dividend Conversion Option: The holders of the majority of the outstanding Series B-

may

elect to have the Stock’s Quarterly dividend payment made in shares of Common Stock, having a value equal to the volume weighted average trading price of the Common Stock during the

ten

(10)

Stock Issuance Costs

Costs of approximately

$85,000

were incurred during

2016

in relation to the issuance of common and preferred stock.

Common Stock

Effective

February

2015,

the Company implemented a reverse stock split of its outstanding common stock at a ratio of

-for-

The number of authorized shares and the par value of the Company's common stock and preferred stock were not affected by the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares were rounded up to the nearest whole share. The reverse stock split became effective on the OTCQB at the opening of trading on

February

2015.

Effective

December

29,

2016,

the Company implemented a reverse stock split of its outstanding common stock at a ratio of

-for-

12.

December

29,

2016.

Holders of common stock have equal rights to receive dividends when, as and if declared by the Board of Directors, out of funds legally available therefor. Holders of common stock have

one

vote for each share held of record and do not have cumulative voting rights.

Holders of common stock are entitled, upon liquidation of the Company, to share ratably in the net assets available for distribution, subject to the rights, if any, of holders of any preferred stock then outstanding. Shares of common stock are not redeemable and have no preemptive or similar rights. All outstanding shares of common stock are fully paid and nonassessable.

Issuances of Common Stock

a) Securities Purchase Agreement dated

November

11,

2016

Pursuant to a Securities Purchase Agreement, dated

November

11,

2016,

by and between the Company and Wong Kwok Fong the Company issued

516,667

shares of common stock for aggregate gross proceeds of

$1,860,000.

b) Securities Purchase Agreement dated

November

13,

2014

Pursuant to a Securities Purchase Agreement, dated

November

13,

2014,

by and between the Company and a number of private and institutional investors (the

“November

2014

Private Investor SPA”), the Company issued to certain private investors

664,584

shares of common stock and warrants to purchase an additional

996,877

shares of common stock for aggregate gross proceeds of

$1,595,000.

The common stock has a purchase price reset feature. If at any time prior to the

two

year anniversary of the effective date of the registration statement covering the public resale of such shares

(January

29,

2015),

the Company sells or issues shares of common stock or securities that are convertible into common stock at a price lower than

$2.40

per share, the Company will be required to issue additional shares of common stock for no additional consideration.

The Company valued the purchase price reset feature using a Monte Carlo simulation at the date of issuance, and at quarterly reporting intervals until the expiration of the feature in

January

2017,

and determined that the purchase price reset feature had no value as the Company issued Series A-

and Series B-

preferred stock in

October

and

November

2015,

at a conversion price of

$3.60,

and issued common stock in

November

2016

also at a price of

$3.60.

The warrants have a term of

five

years and an exercise price of

$3.60

per share, and have been fully exercisable since

February

2015.

The warrants have customary anti-dilution protections including a “full ratchet” anti-dilution adjustment provision which are triggered in the event the Company sells or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price lower than

$3.60

per share, The anti-dilution adjustment provision is not triggered by certain “exempt issuances” which among other issuances, includes the issuance of shares of common stock, options or other securities to officers, employees, directors, consultants or service providers.

Based on an evaluation as discussed in FASB ASC

815

15,

“Embedded Derivatives” and FASB ASC

815

15,

“Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” the Company determined that the purchase price reset feature on the common stock and the full ratchet anti-dilution feature in the warrants issued were not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares. As such, the purchase price reset feature and the full ratchet anti-dilution feature should be bifurcated from the common stock and warrants and accounted for as derivative liabilities.

The Company did not value the derivative liabilities. One of the key determinants of the Company’s decision to not value the derivative liability was the high likelihood that a future financing would not occur that would trigger the down round feature or the purchase price reset feature. Whether a future equity financing would occur would be determined by the cash needs of the Company and management’s willingness to trigger the down round feature or purchase price reset feature. The Company’s reason was based on the issuance of Series A-

and Series B-

preferred stock in

October

and

November

2015,

issued at a conversion price of

$3.60,

and the issuance of common stock in

November

2016,

at a price of

$3.60.

Under GAAP, the Company is required to mark-to-market the derivative liabilities at the end of each reporting period. The Company did not value the derivative liabilities at the date of issuance,

December

31,

2016

December

31,

2015.

At such dates, the Company determined that it was highly unlikely that an equity financing would occur that would trigger the down round feature or purchase price reset feature. Such conclusion was based upon the discussion noted above.

c) Derivative Liabilities: Securities Purchase Agreements dated

October

25,

2013

and

November

2013

Pursuant to a series of Private Investors Securities Purchase Agreements (the “PI SPA”), on

October

25,

2013

and

November

2013,

the Company issued to certain private investors an aggregate of

1,026,972

units consisting of

1,026,972

post-split shares of common stock (the “Shares”) and warrants to purchase an additional

1,026,972

post-split shares of common stock (the “Warrants”) for an aggregate purchase price of

$3,697,100.

The warrants were immediately exercisable at an exercise price of

$6.00

per post-split share, and had a term of

three

years which expired in

2016.

In connection with the share issuances described above, and pursuant to a placement agency letter agreement, the Company paid the placement agent cash commissions equal to

of the gross proceeds of the offering, reimbursed the placement agent for its reasonable out of pocket expenses, and issued to the placement agent warrants (the “Placement Agent Warrants”) to purchase an aggregate of

82,158

post-split shares of common stock. The Placement Agent Warrants have substantially the same terms as the warrants issued to the investors, except the Placement Agent Warrants were immediately exercisable on a cashless basis.

The cashless exercise features contained in the warrants were considered to be derivatives and the Company recorded warrant liabilities on the consolidated balance sheet. The Company initially recorded the warrant liabilities equal to their estimated fair value of

$325,891.

Such amount was also recorded as a reduction of additional paid-in capital. The Company is required to mark-to-market the warrant liabilities at the end of each reporting period. For the year ended

December

31,

2016,

the Company recorded a gain on the change in fair value of the cashless exercise features of

$7,478.

As of

December

31,

2016,

the fair value of the cashless exercise features was

as the underlying warrants expired during the

fourth

quarter of

2016.

The fair value of the cashless exercise features was

$7,478

as at

December

31,

2015.

(d) Issuances to Directors, Executive Officers and Consultants

During the year ended

December

31,

2016,

the Company issued

18,914

shares of common stock to its directors in lieu of payment of board fees, valued at

$45,000,

and issued

8,334

shares of common stock to the Chief Executive Officer as compensation, valued at

$17,000.

December

13,

2016,

the Company issued

41,667

shares of common stock to a consultancy firm in lieu of payment for services. The fair value at issuance was calculated at

$2.52

per share, with the total amount of

$105,000

to be expensed over the period of the services.

e) Employees’ exercise options

No stock options were exercised during the years ended

December

31,

2016

and

2015.

Warrants

The Company has issued warrants to certain creditors, investors, investment bankers and consultants. A summary of warrant activity is as follows:

	Total Warrants			Weighted average exercise price		Weighted average remaining life (in years)		Aggregate intrinsic value

Outstanding, as of January 1, 2015		1,587,266			4.44		3.91

Granted		117,362			3.16
Exercised		—			—
Forfeited		—			—
Expired		—			—
Outstanding, as of December 31, 2015		1,704,628			4.40		3.02		—
Granted		—			—
Exercised		—			—
Forfeited		—			—
Expired		(444,548	)		6.00
Outstanding, as of December 31, 2016		1,260,080			3.84		2.78		—
Vested or expected to vest at December 31, 2016		1,260,080			3.84		2.78		—
Exercisable at December 31, 2016		1,260,080			3.84		2.78		—

March

2015,

the Company issued a warrant to purchase

47,917

shares of common stock to a consultant which vested in equal quarterly installments over

one

year and is exercisable at

$2.52

per share through

March

2020.

The fair value of the warrants was initially estimated on the date of grant at

$98,065

using the Black-Scholes option-pricing model with the following assumptions: risk free interest rate:

1.66%,

expected remaining life of options in years:

expected dividends:

volatility of stock price:

115.7%.

Share based expense related to the value of the stock warrants is recorded over the requisite service period, which is generally the vesting period for each tranche. For the years ended

December

31,

2016

and

December

31,

2015,

the Company recorded an expense of

$11,625

and

$51,026

respectively, related to the stock warrants. The expense in

2016

completed the service period.

September

23,

2015,

the Company issued a warrant to purchase

69,445

shares of common stock in connection with the issuance of a promissory note. Refer to Note I for details.