Certain Reports Filed Under the Securities Exchange Act of 1934. (a) Restatement of Financial Statements for the year ended December 31, 2007. On March 31, 2009, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Restatement Form 8-K”) and subsequently filed with the SEC on April 1, 2009 an amendment to its Annual Report on Form 10-KSB for the year ended December 31, 2007 (the “2007 Amendment”). The Restatement Form 8-K and the 2007 Amendment were filed in order for the Company to restate its consolidated financial statements and related financial information for the year ended December 31, 2007 in order to correct an error in the Company’s accounting and disclosures for its convertible debentures and options and warrants. The 2007 Amendment (and Restatement Form 8-K) restates (i) the Company’s consolidated balance sheets at December 31, 2007 and December 31, 2006, and (ii) the Company’s consolidated statements of operations and cash flows for the year ended December 31, 2007, and the notes related thereto. The significant effects of the restatement are as follows: (a) to debit debt conversion expense in an amount of $3,371,964 and to credit additional paid in capital by $3,371,964 related to the Company’s accounting for the beneficial conversion feature of convertible debentures that were amended to reduce the conversion rate; (b) to credit to its profit and loss statement in the amount of $69,525 in order to properly reflect on its financial statements the stock compensation expense that the Company incurred in fiscal 2007 in accordance with SFAS 123R; and (c) reflect a reclassification of the Company’s expense incurred in connection with its private placement of securities in 2007 to credit “general and administrative” expense on the Company’s statement of operations by an amount of $435,749 and debit to additional paid in capital of an equivalent amount. Due to these adjustments, the Company’s net loss for 2007 was impacted by $3,371,964 and increased to $5,698,643. (b) Annual Report on Form 10-K for the year ended December 31, 2008. On April 7, 2009, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Annual Report”) with the SEC. (c) Quarterly Reports on Form 10-Q. On May 15, 2009, the Company filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and on August 14, 2009, the Company filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (the “2009 Quarterly Reports”) with the SEC. (d) Current Reports on Form 8-K. The Company has filed Current Reports on Form 8-K with the SEC on the following dates during the current fiscal year: January 15, 2009, February 6, 2009, March 31, 2009, May 4, 2009, May 27, 2009, May 28, 2009, July 7, 2009, July 13, 2009 and July 22, 2009 (excluding Current Reports on Form 8-K deemed to have furnished rather than filed with the SEC, the “2009 Current Reports”).
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Certain Reports Filed Under the Securities Exchange Act of 1934. (a) Restatement of Financial Statements for the year ended December 31, 2007. On March 31, 2009, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Restatement Form 8-K”) and subsequently filed with the SEC on April 1, 2009 an amendment to its Annual Report on Form 10-KSB for the year ended December 31, 2007 (the “2007 Amendment”). The Restatement Form 8-K and the 2007 Amendment were filed in order for the Company to restate its consolidated financial statements and related financial information for the year ended December 31, 2007 in order to correct an error in the Company’s accounting and disclosures for its convertible debentures and options and warrants. The 2007 Amendment (and Restatement Form 8-K) restates (i) the Company’s consolidated balance sheets at December 31, 2007 and December 31, 2006, and (ii) the Company’s consolidated statements of operations and cash flows for the year ended December 31, 2007, and the notes related thereto. The significant effects of the restatement are as follows: (a) to debit debt conversion expense in an amount of $3,371,964 and to credit additional paid in capital by $3,371,964 related to the Company’s accounting for the beneficial conversion feature of convertible debentures that were amended to reduce the conversion rate; (b) to credit to its profit and loss statement in the amount of $69,525 in order to properly reflect on its financial statements the stock compensation expense that the Company incurred in fiscal 2007 in accordance with SFAS 123R; and (c) reflect a reclassification of the Company’s expense incurred in connection with its private placement of securities in 2007 to credit “general and administrative” expense on the Company’s statement of operations by an amount of $435,749 and debit to additional paid in capital of an equivalent amount. Due to these adjustments, the Company’s net loss for 2007 was impacted by $3,371,964 and increased to $5,698,643.
(b) Annual Report on Form 10-K for the year ended December 31, 2008. On April 7, 2009, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Annual Report”) with the SEC.
(c) Quarterly Reports on Form 10-Q. On May 15, 2009, the Company filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and on August 14, 2009, the Company filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (the “2009 Quarterly Reports”) with the SEC.
(d) Current Reports on Form 8-K. The Company has filed Current Reports on Form 8-K with the SEC on the following dates during the current fiscal year: January 15, 2009, February 6, 2009, March 31, 2009, May 4, 2009, May 27, 2009, May 28, 2009, July 7, 2009, July 13, 2009 and July 22, 2009 (excluding Current Reports on Form 8-K deemed to have furnished rather than filed with the SEC, the “2009 Current Reports”).
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