U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
x Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2014
o
Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ______________
For the Period Ended March 31, 2014
Commission file number 000-27727
SAVICORP
(Exact name of small business issuer as
specified in its charter)
Nevada |
91-1766174 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
|
|
|
|
|
2530 S. Birch Street
Santa Ana, California |
|
92707 |
|
(877) 611-7284 |
(Address of principal executive office) |
|
(Postal Code) |
|
(Issuer's telephone number) |
Securities registered under Section 12(b) of the Exchange Act:
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
Indicate by check mark whether the issuer
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x
No ¨
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨
No x
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to Form 10-K.
Yes ¨
No x Delinquent filers are disclosed herein.
As of June 22, 2015 there were 6,280,561,383
shares of issuer’s common stock outstanding.
SAVI MEDIA GROUP, INC.
Quarterly Report on Form 10-Q for the
Quarterly Period Ending March 31, 2014
Table of Contents
PART I. FINANCIAL INFORMATION |
|
|
|
Item 1. Unaudited Condensed Financial Statements |
|
|
|
Balance Sheets: |
|
March 31, 2014 and December 31, 2013 |
2 |
|
|
Statements of Operations: |
|
For the three months ended March 31, 2014 and 2013 |
3 |
|
|
Statement of Stockholders’ Deficit |
|
For the period from December 31, 2012 to March 31, 2014 |
4 |
|
|
Statements of Cash Flows: |
|
For the three months ended March 31, 2014 and 2013 |
5 |
|
|
Notes to Unaudited Financial Statements |
6 |
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
20 |
|
|
Item 3. Controls and Procedures |
24 |
|
|
PART II. OTHER INFORMATION |
|
|
|
Item 1. Legal Proceedings |
24 |
|
|
Item 2. Changes in Securities |
25 |
|
|
Item 3. Defaults Upon Senior Securities |
25 |
|
|
Item 4. Submission of Matters to a Vote of Security Holders |
25 |
|
|
Item 5. Other Information |
25 |
|
|
Item 6. Exhibits |
25 |
|
|
SIGNATURES |
26 |
PART I. FINANCIAL INFORMATION
SaviCorp
BALANCE SHEETS
March 31, 2014 and December 31, 2013
| |
March 31, 2014 | | |
December 31, 2013 | |
ASSETS | |
| (unaudited) | | |
| | |
| |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 6,978 | | |
$ | 60,612 | |
Accounts Receivable | |
| 6,275 | | |
| 6,615 | |
Inventory | |
| 44,107 | | |
| 51,325 | |
Prepaid expenses | |
| – | | |
| 18,333 | |
Total current assets: | |
| 57,360 | | |
| 136,885 | |
| |
| | | |
| | |
Long term assets: | |
| | | |
| | |
Net fixed assets | |
| 20,035 | | |
| 22,233 | |
| |
| | | |
| | |
Total assets | |
$ | 77,395 | | |
$ | 159,118 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Convertible debt, net of unamortized discount of $0 and $0, in default | |
$ | 511,440 | | |
$ | 511,440 | |
Related party convertible debt, net of unamortized discount of $0 and $0, in default | |
| 204,302 | | |
| 204,302 | |
Notes payable, net of unamortized discount of $4,222 and $0 | |
| 15,778 | | |
| – | |
Notes payable, in default | |
| 10,778 | | |
| 10,778 | |
Notes payable, related party, in default | |
| 15,000 | | |
| 15,000 | |
Accounts payable and accrued liabilities | |
| 2,480,080 | | |
| 2,388,059 | |
Accounts payable assumed in recapitalization | |
| 159,295 | | |
| 159,295 | |
Settlements payable | |
| 1,101,179 | | |
| 1,101,179 | |
Rescission Liability | |
| 744,510 | | |
| 784,809 | |
Derivative liabilities - embedded derivatives | |
| 4,155,314 | | |
| 3,848,923 | |
Derivative liabilities - warrants | |
| 1,732,573 | | |
| 1,382,612 | |
Total current liabilities | |
| 11,130,249 | | |
| 10,406,397 | |
| |
| | | |
| | |
Long term liabilities: | |
| | | |
| | |
Convertible debt, net of unamortized discount of $0 and $0 | |
| 22,600 | | |
| 32,600 | |
| |
| | | |
| | |
Total liabilities | |
| 11,152,849 | | |
| 10,438,997 | |
| |
| | | |
| | |
Commitments and contingencies | |
| – | | |
| – | |
| |
| | | |
| | |
Stockholders' deficit: | |
| | | |
| | |
Series A convertible preferred stock; $0.001 par value, 28,000,000 shares authorized, 19,731,810 and 12,963,477 issued and outstanding at March 31, 2014 and December 31, 2013, respectively | |
| 19,732 | | |
| 12,963 | |
Series B convertible preferred stock; $0.001 par value, 1,000,000 shares authorized, none issued and outstanding | |
| – | | |
| – | |
Series C convertible preferred stock; $0.001 par value, 10,000,000 shares authorized, 8,755,697 and 8,755,697 issued and outstanding at March 31, 2014 and December 31, 2013, respectively | |
| 8,756 | | |
| 8,756 | |
Common stock: $0.001 par value, 6,000,000,000 shares authorized, 5,972,260,958 and 5,970,327,669 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | |
| 5,972,261 | | |
| 5,970,328 | |
Stock payable | |
| 1,420,384 | | |
| 1,420,384 | |
Additional paid-in capital | |
| 273,935,710 | | |
| 273,114,451 | |
Accumulated deficit | |
| (292,432,297 | ) | |
| (290,806,761 | ) |
| |
| | | |
| | |
Total stockholders' deficit | |
| (11,075,454 | ) | |
| (10,279,879 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' deficit | |
$ | 77,395 | | |
$ | 159,118 | |
The accompanying notes are an integral part
of the unaudited financial statements
SaviCorp
STATEMENTS OF OPERATIONS
For the 3 Months Ended March 31, 2014 and 2013
(unaudited)
| |
March 31, 2014 | | |
March 31, 2013 | |
| |
| | |
| |
Revenue | |
$ | 3,541 | | |
$ | 23,571 | |
| |
| | | |
| | |
Cost of Goods Sold | |
| 3,255 | | |
| 16,489 | |
| |
| | | |
| | |
Gross Profit | |
| 286 | | |
| 7,082 | |
| |
| | | |
| | |
Operating costs and expenses: | |
| | | |
| | |
General and administrative expenses | |
$ | 828,131 | | |
$ | 1,382,749 | |
| |
| | | |
| | |
Loss from operations | |
$ | (827,845 | ) | |
$ | (1,375,667 | ) |
| |
| | | |
| | |
Other income and (expenses): | |
| | | |
| | |
(Loss) on legal settlement | |
| – | | |
| 479,075 | |
Change in fair value of financial instruments | |
| (820,913 | ) | |
| (6,445,157 | ) |
Change in fair value of rescission liability | |
| 40,299 | | |
| 1,821,219 | |
Interest expense | |
| (17,077 | ) | |
| (27,445 | ) |
| |
| | | |
| | |
Total other income and (expenses), net | |
| (797,691 | ) | |
| (4,172,308 | ) |
| |
| | | |
| | |
Net loss | |
$ | (1,625,536 | ) | |
$ | (5,547,975 | ) |
| |
| | | |
| | |
Weighted average shares outstanding | |
| 5,958,358,783 | | |
| 5,215,468,982 | |
Weighted average shares outstanding - diluted | |
| 5,958,358,783 | | |
| 5,215,468,982 | |
| |
| | | |
| | |
Net loss per common share - basic | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Net loss per common share - diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
The accompanying notes are an integral part of the unaudited financial statements
SaviCorp
STATEMENT OF STOCKHOLDERS' DEFICIT
For the Period From December 31, 2012
to March 31, 2014
| |
| | |
| | |
| | |
| | |
| | |
| | |
Additional | | |
| | |
| | |
| |
| |
Preferred Stock A | | |
Preferred Stock C | | |
Common Stock | | |
Paid-In | | |
Stock | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Payable | | |
Deficit | | |
Total | |
Balance
at December 31, 2012 | |
| 5,953,233 | | |
$ | 5,953 | | |
| 4,409,609 | | |
$ | 4,409 | | |
| 4,756,016,619 | | |
$ | 4,756,017 | | |
$ | 269,428,248 | | |
$ | 1,406,768 | | |
$ | (283,845,442 | ) | |
$ | (8,244,047 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common and preferred stock
issued in exchange for consulting services and employee compensation | |
| 1,351,667 | | |
| 1,352 | | |
| 60,000 | | |
| 60 | | |
| 749,900,000 | | |
| 749,900 | | |
| 1,189,705 | | |
| – | | |
| – | | |
| 1,941,017 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common and preferred stock
issued for cash under Regulation D offering | |
| 9,450,000 | | |
| 9,450 | | |
| 4,488,500 | | |
| 4,489 | | |
| 567,652,694 | | |
| 567,653 | | |
| 786,858 | | |
| – | | |
| – | | |
| 1,368,450 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conversion of Preferred A
to common | |
| (300,000 | ) | |
| (300 | ) | |
| – | | |
| – | | |
| 30,000,000 | | |
| 30,000 | | |
| (29,700 | ) | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conversion of debt for common | |
| – | | |
| – | | |
| – | | |
| – | | |
| 50,000,000 | | |
| 50,000 | | |
| 131,708 | | |
| – | | |
| – | | |
| 181,708 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock Options issued with
license agreement | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 1,500,683 | | |
| – | | |
| – | | |
| 1,500,683 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Imputed interest on related
party debt | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 13,261 | | |
| – | | |
| – | | |
| 13,261 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock bought back from investors | |
| – | | |
| – | | |
| – | | |
| – | | |
| (3,500,000 | ) | |
| (3,500 | ) | |
| (10,500 | ) | |
| – | | |
| – | | |
| (14,000 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net stock received in settlement
agreements | |
| – | | |
| – | | |
| – | | |
| – | | |
| (12,156,250 | ) | |
| (12,156 | ) | |
| (53,475 | ) | |
| – | | |
| – | | |
| (65,631 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock repaid by Company | |
| – | | |
| – | | |
| – | | |
| – | | |
| 78,414,606 | | |
| 78,414 | | |
| 773,354 | | |
| (851,768 | ) | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common and preferred stock
loaned to Company | |
| (3,491,423 | ) | |
| (3,491 | ) | |
| (202,412 | ) | |
| (202 | ) | |
| (246,000,000 | ) | |
| (246,000 | ) | |
| (615,691 | ) | |
| 865,384 | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (6,961,318 | ) | |
| (6,961,318 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance
at December 31, 2013 | |
| 12,963,477 | | |
$ | 12,963 | | |
| 8,755,697 | | |
$ | 8,756 | | |
| 5,970,327,669 | | |
$ | 5,970,328 | | |
$ | 273,114,451 | | |
$ | 1,420,384 | | |
$ | (290,806,761 | ) | |
$ | (10,279,879 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock issued in exchange
for consulting services and employee compensation | |
| 1,300,000 | | |
| 1,300 | | |
| – | | |
| – | | |
| 500,000 | | |
| 500 | | |
| 404,250 | | |
| – | | |
| – | | |
| 406,050 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common and preferred stock
issued for cash under Regulation D offering | |
| 4,753,333 | | |
| 4,754 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 250,246 | | |
| – | | |
| – | | |
| 255,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Conversion of common to Preferred
A | |
| 700,000 | | |
| 700 | | |
| – | | |
| – | | |
| (70,000,000 | ) | |
| (70,000 | ) | |
| 69,300 | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued with debt | |
| 15,000 | | |
| 15 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 4,335 | | |
| – | | |
| – | | |
| 4,350 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock issued upon exercise
of warrants | |
| – | | |
| – | | |
| – | | |
| – | | |
| 71,433,289 | | |
| 71,433 | | |
| 93,128 | | |
| – | | |
| – | | |
| 164,561 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net income | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (1,625,536 | ) | |
| (1,625,536 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance
at March 31, 2014 (unaudited) | |
| 19,731,810 | | |
$ | 19,732 | | |
| 8,755,697 | | |
$ | 8,756 | | |
| 5,972,260,958 | | |
$ | 5,972,261 | | |
| 273,935,710 | | |
$ | 1,420,384 | | |
| (292,432,297 | ) | |
$ | (11,075,454 | ) |
The accompanying notes are an integral part
of the unaudited financial statements
SaviCorp
STATEMENTS OF CASH FLOWS
For the Periods Ended March 31, 2014 and 2013
(unaudited)
| |
For the three months ended: | |
| |
March 31, 2014 | | |
March 31, 2013 | |
Cash flows from operating activities: | |
| | | |
| | |
Net profit (loss) | |
| (1,625,536 | ) | |
| (5,547,975 | ) |
Adjustments to reconcile net loss to net cash used by operating activities: | |
| | | |
| | |
Compensatory common, preferred stock and warrant issuances | |
| 406,050 | | |
| 1,308,034 | |
Imputed interest | |
| – | | |
| 5,792 | |
Interest expense recognized on issuance and through accretion of discount on debt | |
| 128 | | |
| 6,985 | |
Change in fair value of derivatives | |
| 820,913 | | |
| 6,445,157 | |
Change in fair value of rescission and legal liability | |
| (40,299 | ) | |
| (2,300,294 | ) |
Depreciation expense | |
| 2,198 | | |
| 1,048 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Changes in accounts receivable | |
| 340 | | |
| (4,098 | ) |
Changes in inventory | |
| 7,218 | | |
| 15,149 | |
Changes in pre-paid assets | |
| 18,333 | | |
| 21,808 | |
Changes in related party accounts payable | |
| – | | |
| (27,218 | ) |
Changes in accounts payable and accrued liabilities | |
| 92,021 | | |
| (82,868 | ) |
Net cash used by operating activities | |
| (318,634 | ) | |
| (158,480 | ) |
Cash flows from investing activities: | |
| | | |
| | |
Net cash used in investing activities | |
| – | | |
| – | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds (net payments) from (on) notes payable | |
| 10,000 | | |
| (30,000 | ) |
Stock purchases | |
| – | | |
| (1,000 | ) |
Proceeds from sale of common and preferred stock | |
| 255,000 | | |
| 198,598 | |
Net cash provided by financing activities | |
| 265,000 | | |
| 167,598 | |
Net increase(decrease) in cash and cash equivalents | |
| (53,634 | ) | |
| 9,118 | |
Cash and cash equivalents at beginning of period | |
| 60,612 | | |
| 10,839 | |
Cash and cash equivalents at end of period | |
| 6,978 | | |
| 19,957 | |
The accompanying notes are an integral
part of the unaudited financial statements
SAVICORP
NOTES TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2014 and March 31,
2013 (unaudited)
1. |
Organization and Significant Accounting Policies |
SaviCorp (the "Company")
is a Nevada Corporation that has acquired rights to "blow-by gas and crankcase engine emission reduction technology"
which it intends to develop and market on a commercial basis. The technology is a relatively simple gasoline and diesel engine
emission reduction device that the Company intends to sell to its customers for effective and efficient emission reduction and
engine efficiency for implementation in both new and presently operating automobiles. The Company is considered a development stage
enterprise because it currently has no significant operations, has not yet generated revenue from new business activities and is
devoting substantially all of its efforts to business planning and the search for sources of capital to fund its efforts.
The Company was originally incorporated
as Energy Resource Management, Inc. on August 13, 2002 and subsequently adopted name changes to Redwood Energy Group, Inc. and
Savi Media Group, Inc., upon completion of a recapitalization on August 26, 2002. The re-capitalization occurred when the Company
acquired the non-operating public shell of Gene-Cell, Inc. Gene-Cell Inc. had no significant assets or operations at the date of
acquisition and the Company assumed all liabilities that remained from its prior discontinued operation as a biopharmaceutical
research company. The historical financial statements presented herein are those of Savi Media Group, Inc. and its predecessors,
Redwood Energy Group, Inc. and Energy Resource Management, Inc.
The non-operating public shell
used to recapitalize the Company was originally incorporated as Becniel in 1986 and subsequently adopted name changes to Tzaar
Corporation, Gene-Cell, Inc., Redwood Energy Group, Inc., Redwood Entertainment Group, Inc., Savi Media Group, Inc., and finally
its current name SaviCorp.
Significant Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the dates of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could
differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.
Cash and Cash Equivalents
The Company considers all highly
liquid short-term investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company
had cash equivalents of $6,978 as of March 31, 2014 and $60,612 as of December 31, 2013.
Concentration of Credit
Risk
Cash and cash equivalents are
the primary financial instruments that subject the Company to concentrations of credit risk. The Company maintains its cash deposits
with major financial institutions selected based upon management’s assessment of the financial stability. Balances periodically
exceed the $100,000 federal depository insurance limit; however, the Company has not experienced any losses on deposits.
Inventory
Inventories are stated at the
lower of cost, computed using the first-in, first-out method, or market. If the cost of the inventories exceeds their market value,
provisions are made currently for the difference between the cost and the market value.
Furniture and Equipment
Furniture and equipment is recorded
at cost. The cost and related accumulated depreciation of assets sold, retired or otherwise disposed of are removed from the respective
accounts, and any resulting gains or losses are included in the results of operations. Depreciation is computed using the straight-line
method over the estimated useful lives of the related assets. Repairs and maintenance costs are expensed as incurred.
Income Taxes
The Company uses the liability
method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on
future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end.
The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value.
Stock-Based Compensation
The
Company adopted FASB guidance on stock based compensation on January 1, 2006. Under FASB ASC 718-10-30-2, all share-based payments
to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.
Pro forma disclosure is no longer an alternative. Stock and stock options issued for services and compensation totaled $406,050
and $1,308,034 for the periods ended March 31, 2014 and March 31, 2013, respectively.
Valuation of Derivatives
The Company evaluates its convertible
instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting
treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In
the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as
other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion
date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become
subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification
date. We analyzed the derivative financial instruments (the Convertible Notes), in accordance with ASC 815. The objective is to
provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This
determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual
method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument
is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot
be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument
or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any,
must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice
models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company
utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets
(or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other
than in a forced or liquidation sale.
The derivative liabilities result
in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is
marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized
to interest expense using the effective interest method over the life of the Convertible Note. If the Note is converted or the
warrants are exercised, the derivative liability is released and recorded as additional paid in capital.
Profit/Loss Per Share
Basic and diluted net profit
or loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during each period.
See Note 11 for a discussion of potentially dilutive instruments.
Fair Value of Financial Instruments
The Company includes fair value
information in the notes to financial statements when the fair value of its financial instruments is different from the book value.
When the book value approximates fair value, no additional disclosure is made.
New Accounting Pronouncements
Reporting of Amounts
Reclassified Out of Accumulated Other Comprehensive Income
In February 2013, the Financial
Accounting Standards Board (“FASB”) issued an accounting standards update which adds new disclosure requirements for
items reclassified out of accumulated other comprehensive income. The update requires entities to disclose additional information
about reclassification adjustments, including changes in accumulated other comprehensive income balances by component and significant
items reclassified out of accumulated other comprehensive income. The update was effective for the Company in the first quarter
of 2013. The update primarily impacted our disclosures and did not have a material impact on our financial position, results of
operations or cash flows.
Presentation of an Unrecognized
Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
In July 2013, the FASB issued
an accounting standards update which requires an entity to present an unrecognized tax benefit, or portion thereof, in the statement
of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward,
with certain exceptions related to availability. The update was effective in the first quarter of 2014. The update did not have
a material impact on the Company’s financial position, results of operations or cash flows.
We have adopted recently issued
accounting pronouncements and have determined that they have no material effect on our financial position, results of operations,
or cash flow. We do not expect any recently issued but not yet adopted accounting pronouncements to have a material
effect on our financial position, results of operations or cash flow.
2. |
Going Concern Considerations |
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. In 2014, the Company had limited operations and
resources. At March 31, 2014, the Company is in a negative working capital position of $11,072,889 and has a stockholders' deficit
of $11,075,454. Additionally, as of March 31, 2014 the Company faced substantial challenges to future success as follows:
|
· |
The Company is delinquent on critical liabilities such as payments to key consultants. |
Such matters raise substantial
doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustment that
might result from the outcome of this uncertainty.
The goals of the Company will
require a significant amount of capital and there can be no assurances that the Company will be able to raise adequate short-term
capital to sustain its current operations in the development stage, or that the Company can raise adequate long-term capital from
private placement of its common stock or private debt to emerge from the development stage. There can also be no assurances that
the Company will ever attain profitability. The Company's long-term viability as a going concern is dependent upon certain key
factors, including:
|
· |
The Company's ability to obtain adequate sources of funding to sustain it during its growth stage. |
|
· |
The ability of the Company to successfully produce and market its gasoline and diesel engine emission reduction device in a manner that will allow it to ultimately achieve adequate profitability and positive cash flows to sustain its operations. |
In order to address its ability
to continue as a going concern, implement its business plan and fulfill commitments made in connection with its agreement for acquisition
of patent rights, the Company hopes to raise additional capital from sale of its common stock. Sources of funding may not be available
on terms that are acceptable to the Company and its stockholders, or may include terms that will result in substantial dilution
to existing stockholders.
3. |
Accounts Payable and Accrued Liabilities |
Accounts Payable and Accrued
Liabilities at March 31, 2014 and December 31, 2013, consisted of the following:
| |
March 31, 2014 | | |
December 31, 2013 | |
| |
| | |
| |
Trade accounts payable | |
$ | 1,134,991 | | |
$ | 838,701 | |
Accrued wages payable | |
| 1,258,251 | | |
| 1,289,565 | |
Accrued interest expense | |
| 86,838 | | |
| 259,793 | |
| |
| | | |
| | |
| |
$ | 2,480,080 | | |
$ | 2,388,059 | |
4. |
Accounts Payable and Accrued Liabilities – Related Party |
The $15,000 amount due at December
31, 2013 and March 31, 2014 consist of $10,000 to Serge Monros and $5,000 to Greg Sweeney for payments made on behalf of the Company
related to the Herrera Settlement.
5. |
Accounts Payable Assumed in Recapitalization |
Accounts payable assumed in
recapitalization, represents the liabilities of the public shell, at the time, Gene-Cell, Inc. that the Company assumed as part
of the recapitalization. This balance is comprised of liabilities for legal fees and trade payables incurred by Gene-Cell, Inc.
(See Note 1).
The Company received a letter
dated June 7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West
Virginia. In addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and
Plaintiff's counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The
defendants sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted
to hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement
and received court approval on April 7, 2015. The Company has recorded a $1,101,179 liability based on the settlement agreement.
This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares to be issued of 296,050,421
valued at $1,001,179. The lawsuit has been settled and dismissed.
The Company received a letter
from the Securities and Exchange Commission, Los Angeles Regional Office, dated May 9, 2011. The letter informed us that the SEC
had entered into a “formal order of investigation” into “Savi Media Group, Inc.” The letter included a
“Subpoena DucesTecum,” meaning the Company was given a prescribed period of time to produce all requested documents
and information contained in the subpoena. An index of the source of all such produced information and an authentication declaration
were also to be supplied. The stated purpose of the investigation is a fact-finding inquiry to assist the SEC staff in determining
if the Company has violated federal securities laws. The SEC states there is no implication of negativity or guilt at this stage
of the investigation.
The Company initially hired
the Los Angeles law firm of Troy Gould to represent us in the matter of this investigation. As of the date of this filing, the
Company believes it has provided all requested material to the SEC. Updates on the investigation will be supplied by supplemental
filings hereto.
Status of prior private investments;
$0 in 2007 (although HDV sold $13,000 of its shares), $0 in 2008 (although HDV sold $445,750 of its shares), $0 in 2009 (although
HDV sold $448,000 of its shares), $910,742 in 2010, $1,827,543 in 2011, and $629,500 in the first three quarters of 2012. There
is concern that these private placement securities sales were not made in compliance with applicable law (lack of material disclosure
and/or failure to file securities sales notices as required by federal law) and the Company may need to offer rescission rights
to the investors.
In 2006, the Company issued
shares for services valued at $611,768. There were issued shares for services valued at $1,416,060 in 2007; shares for services
valued at $14,625 in 2008, shares for services valued at $380,500 in 2009, shares for services valued at $236,920 in 2010, shares
for services valued at $3,370,273 in 2011, and shares for services valued at $3,165,039 during the first 3 quarters of 2012. We
have no plans to offer rescission for these share issuances.
We offered rescission to many
of the 2011 investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is
also being looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders,
were very encouraging. We had five rescissions offers accepted and refunded $14,000 plus interest.
Generally, we believe we have
good relationships with our shareholders. Our plan is to offer rescission to most shareholders obtaining privately offered shares
from us since January 1, 2007 through 2011. The Company has pledged to use our best efforts, in good faith, to honor any accepted
rescission offer. However, there is no assurance that rescission offer acceptances will not have a material effect on our finances
or that we will be able to re-pay those electing to rescind in a complete and timely manner. As of the date hereof, the Company
has postponed their plans to offer rescission to earlier purchasing shareholders, deeming it advisable to wait until the common
stock price increases and they have more operating cash available to pay for the cost of undertaking this endeavor. The Company
has booked a liability to account for this rescission liability and marks the liability to market on a quarterly basis. The rescission
liability as of March 31, 2014 is $744,510.
In connection with the sale of
debt or equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these
options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments
may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required
to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.
The Company's derivative instrument
liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded
as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative
features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market
prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions
related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend
yield, and the expected volatility of our common stock price over the life of the option.
The following table summarizes
the convertible debt and warrant liabilities derivative activity for the period December 31, 2012 to March 31, 2014:
Description | |
Convertible Notes | | |
Warrant Liabilities | | |
Total | |
Fair value at December 31, 2012 | |
$ | 1,198,628 | | |
$ | 321,680 | | |
$ | 1,520,308 | |
Change due to Exercise/Conversion | |
| (238,869 | ) | |
| – | | |
| (238,869 | ) |
Change in Fair Value | |
| 2,889,164 | | |
| 1,060,932 | | |
| 3,950,096 | |
Fair value at December 31, 2013 | |
$ | 3,848,923 | | |
$ | 1,382,612 | | |
$ | 5,231,535 | |
Change due to Exercise/Conversion | |
| – | | |
| (164,561 | ) | |
| (164,561 | ) |
Change in Fair Value | |
| 306,391 | | |
| 514,522 | | |
| 820,913 | |
Fair value at March 31, 2014 | |
$ | 4,155,314 | | |
$ | 1,732,573 | | |
$ | 5,887,887 | |
For the periods ended March
31, 2014 and March 31, 2013, net derivative loss was $820,913 and $6,445,157 respectively.
The lattice methodology was
used to value the convertible notes and warrants issued, with the following assumptions.
Assumptions | |
March 31, 2014 | | |
December 31, 2013 | |
Dividend yield | |
| 0.00 | % | |
| 0.00 | % |
Risk-free rate for term | |
| 0.02-0.44 | % | |
| .10%-0.38 | % |
Volatility | |
| 173 | % | |
| 193 | % |
Maturity dates | |
| 0.33-2.42 years | | |
| 0.57-2.41 years | |
Stock Price | |
| 0.0027 | | |
| 0.0026 | |
The Cornell warrants issued
on July 24, 2011 (initial 25,000,000 warrants with an exercise price of $0.0119 and an expiration date of July 10, 2014 reset to
595,000,000 warrants at $0.0005) had a term remaining of 0.28 years at March 31, 2014. The exercise price was reset on January
30, 2013 to $0.0003 and the number of warrants increased to 991,666,667. During the period ending March 31, 2014, Cornell exercised
80,362,450 warrants on a cashless basis and were issued 71,433,289 shares. The HDV and DSE convertible notes matured on April 1,
2010 and are in default as of December 31, 2012 and March 31, 2014.
DS Enterprises:
On December 15, 2009, the Company
converted accounts payable due to DS Enterprises, Inc. into a convertible promissory note. The note bears interest at 8%, matured
on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to $0.0003) subject to anti-dilution
protection. This note was in default as of March 31, 2014 due to lack of payment upon maturity.
Gross accounts payable converted | |
$ | 526,094 | |
Plus accrued interest | |
| 71,346 | |
Net due | |
$ | 597,440 | |
Following is an analysis of
convertible debt due DS Enterprises at March 31, 2014 and December 31, 2013:
| |
March 31, 2014 | | |
December 31, 2013 | |
| |
| | |
| |
Contractual balance, in default | |
$ | 511,440 | | |
$ | 511,440 | |
Less unamortized discount | |
| – | | |
| – | |
| |
| | | |
| | |
Convertible debt | |
$ | 511,440 | | |
$ | 511,440 | |
This note is considered a derivative
instrument due to the anti-dilution protection related to the conversion feature. The Company recorded a derivative liability upon
issuance on December 15, 2009 which resulted in the note discount ($597,440 at issuance) and a loss on modification recorded as
interest expense in the amount of $344,157. The Company also recorded $79,945 in interest expense upon the conversion of accounts
payable to notes payable.
His Divine Vehicle - Related
Party:
On December 15, 2009, the Company
converted $204,302 of accounts payable due to His Divine Vehicle, Inc. into a convertible promissory note. The note bears interest
at 8%, matured on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to $0.0003) subject to
anti-dilution protection. This note was in default as of March 31, 2014 due to lack of payment upon maturity.
Following is an analysis of
convertible debt - related party at March 31, 2014 and December 31, 2013:
| |
March 31, 2014 | | |
December 31, 2013 | |
| |
| | |
| |
Contractual balance, in default | |
$ | 204,302 | | |
$ | 204,302 | |
Less unamortized discount | |
| – | | |
| – | |
| |
| | | |
| | |
Convertible debt | |
$ | 204,302 | | |
$ | 204,302 | |
This note is considered a derivative
instrument due to the anti-dilution protection related to the conversion feature. The Company recorded a derivative liability upon
issuance which resulted in the note discount ($204,302 at issuance) and a loss on modification recorded as interest expense in
the amount of $131,967 in 2009.
Steve Botkin:
On July 17, 2012, the Company
entered into a convertible promissory note with Steve Botkin. The note bears interest at 12%, matures on July 17, 2015 and converts
into common shares at the conversion rate of 80% of market. On August 9, 2012, the Company entered into a convertible promissory
note with Steve Botkin. The note bears interest at 12%, matures on August 9, 2015 and converts into common shares at the conversion
rate of 80% of market.
Following is an analysis of
convertible debt due Steve Botkin at March 31, 2014 and December 31, 2013:
| |
March 31, 2014 | | |
December 31, 2013 | |
| |
| | |
| |
Contractual balance | |
$ | 22,600 | | |
$ | 32,600 | |
Less unamortized discount | |
| – | | |
| – | |
| |
| | | |
| | |
Convertible debt | |
$ | 22,600 | | |
$ | 32,600 | |
This note is considered a derivative
instrument due to the variable conversion feature. The Company recorded a derivative liability upon issuance which resulted in
the note discount ($71,024 at issuance). A settlement agreement was reached with Botkin on April 8, 2013. The Company made a cash
payment of $36,400, received 27,000,000 shares of common stock from Botkin, issued a note payable to Botkin for $67,600. In addition,
Botkin waived $9,251 in accrued interest. The Company booked a $137,325 gain on settlement of this debt based on the common stock
price and the fair value of the derivative liability on the date of settlement.
In connection with the Herrera
Settlement Agreement, the Company issued promissory notes to former officers who made payments on behalf of the company. The Notes
were issued on November 15, 2008, bear interest of 12% and are due in one year from the date of issuance. The total due as of March
31, 2014 and December 31, 2013 includes $10,778 due to former officers who made payments or waived fees as part of the Herrera
Settlement Agreement and the $15,000 due to Mr. Monros and Mr. Sweeney recorded as related party debt to Mr. Monros and Mr. Sweeney.
On March 25, 2014, the Company
issued Chul Chung a promissory note in exchange for $20,000. The note matures on September 25, 2014 and bears interest at 12% per
year. The Company issued 15,000 series A preferred shares as consideration for the loan. The shares were valued at $4,350 and are
a debt discount amortized over the life of the note. The note is currently in default.
The Company files a U.S. Federal
income tax return. The components of the net loss before income tax benefit for the periods ended March 31, 2014 and December 31,
2013 are as follows:
| |
March 31, 2014 | | |
December 31, 2013 | |
| |
| | | |
| | |
Net income/(loss) before income taxes | |
$ | (1,625,536 | ) | |
$ | (6,961,318 | ) |
The components of the Company's deferred tax assets
at March 31, 2014 and December 31, 2013 are as follows:
| |
March 31, 2014 | | |
December 31, 2013 | |
Deferred tax assets | |
| | | |
| | |
Liabilities | |
| | | |
| | |
Loss carry-forwards | |
$ | 4,389,116 | | |
$ | 4,239,943 | |
Valuation allowance | |
| (4,389,116 | ) | |
| (4,239,943 | ) |
| |
$ | – | | |
$ | – | |
At March 31, 2014, the Company
had generated US net operating loss carry-forwards of approximately $12,909,166 which will expire in various years between 2013
and 2030. The benefit from utilization of net operating loss carry forwards incurred prior to December 30, 2004 is significantly
limited in connection with a change in control of the Company. Such benefit could be subject to further limitations if significant
future ownership changes occur in the Company. The Company believes that a significant portion of its unused net operating loss
carry forwards will never be utilized due to expiration or limitations on use due to ownership changes.
At March 31, 2014 and December
31, 2013, the Company has no uncertain tax positions.
12. |
Commitments and Contingencies |
Legal Proceedings
From time to time, we may become
party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.
The Company received a letter
from the Securities and Exchange Commission, Los Angeles Regional Office, dated May 9, 2011. The letter informed us that the SEC
had entered into a “formal order of investigation” into “Savi Media Group, Inc.” The letter included a
“Subpoena Duces Tecum,” meaning the Company was given a prescribed period of time to produce all requested documents
and information contained in the subpoena. An index of the source of all such produced information and an authentication declaration
were also to be supplied. The stated purpose of the investigation is a fact-finding inquiry to assist the SEC staff in determining
if the Company has violated federal securities laws. The SEC states there is no implication of negativity or guilt at this stage
of the investigation.
The Company initially hired
the Los Angeles law firm of Troy Gould to represent us in the matter of this investigation. As of the date of this filing, the
Company believes it has provided all requested material to the SEC. Updates on the investigation will be supplied by supplemental
filings hereto.
Status of prior private investments;
$0 in 2007 (although HDV sold $13,000 of its shares), $0 in 2008 (although HDV sold $445,750 of its shares), $0 in 2009 (although
HDV sold $448,000 of its shares), $910,742 in 2010, $1,827,543 in 2011, and $629,500 in the first three quarters of 2012. There
is concern that these private placement securities sales were not made in compliance with applicable law (lack of material disclosure
and/or failure to file securities sales notices as required by federal law) and the Company may need to offer rescission rights
to the investors.
In 2006, the Company issued
shares for services valued at $611,768. There were issued shares for services valued at $1,416,060 in 2007; shares for services
valued at $14,625 in 2008, shares for services valued at $380,500 in 2009, shares for services valued at $236,920 in 2010, shares
for services valued at $3,370,273 in 2011, and shares for services valued at $3,165,039 during the first 3 quarters of 2012. We
have no plans to offer rescission for these share issuances.
We offered rescission to many
of the 2011 investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is
also being looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders,
were very encouraging. We had five rescissions offers accepted and refunded $14,000 plus interest.
Generally, we believe we have
good relationships with our shareholders. Our plan is to offer rescission to most shareholders obtaining privately offered shares
from us since January 1, 2007 through 2011. The Company has pledged to use our best efforts, in good faith, to honor any accepted
rescission offer. However, there is no assurance that rescission offer acceptances will not have a material effect on our finances
or that we will be able to re-pay those electing to rescind in a complete and timely manner. As of the date hereof, the Company
has postponed their plans to offer rescission to earlier purchasing shareholders, deeming it advisable to wait until the common
stock price increases and they have more operating cash available to pay for the cost of undertaking this endeavor. The Company
has booked a liability to account for this rescission liability and marks the liability to market on a quarterly basis. The rescission
liability as of March 31, 2014 is $744,510.
The Company received a letter
dated June 7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West
Virginia. In addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and
Plaintiff's counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The
defendants sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted
to hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement
and received court approval on April 7, 2015. As of March 31, 2014, the Company has recorded a $1,101,179 liability based on the
settlement agreement. This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares
to be issued of 296,050,421 valued at $1,001,179. The lawsuit has been settled and dismissed.
The Company received an Order
of Suspension of Trading on June 17, 2015 from the Security and Exchange Commission. The SEC indicated that there is a lack of
current and accurate information concerning the securities of the Company and therefore ordered that trading in the securities
of the Company be suspended from June 17, 2015 through June 30, 2015.
Lease Commitments
The Company is currently leasing
office space and adjacent research and development space on an annual basis from CEE, LLC, for $110,000 per year.
Common Stock
Following is a description of
transactions affecting common stock for the year ended December 31, 2013 and the three months ended March 31, 2014.
Year Ended December 31, 2013
In January 2013, the Board of
Directors authorized the issuance of 50,625,000 common shares to accredited and non-accredited investors for total proceeds of
$20,500.
In February 2013, the Board
of Directors authorized the issuance of 92,500,000 common shares to accredited and non-accredited investors for total proceeds
of $43,000.
In March 2013, the Board of
Directors authorized the issuance of 48,127,694 common shares to accredited and non-accredited investors for total proceeds of
$40,100.
In April 2013, the Board of
Directors authorized the issuance of 340,000,000 common shares to accredited and non-accredited investors for total proceeds of
$322,500.
In April 2013, 27,000,000 common
shares were returned in the Botkin Settlement. These shares were valued based on the common stock price on the date of settlement
totaling $116,100.
In May 2013, the Board of Directors
authorized the issuance of 36,400,000 common shares to accredited and non-accredited investors for total proceeds of $18,500.
In May 2013, 14,843,750 common
shares were issued in the Bingham settlement. These shares were valued based on the common stock price on the date of settlement.
The Company recorded a loss on settlement of $32,656.
In June 2013, the Board of Directors
authorized the issuance of 50,000,000 common shares to accredited investors in exchange for $15,000 of convertible debt and the
related $166,708 derivative liability. The Company recorded no gain or loss on the transaction.
Throughout the year, the Board
of Directors also authorized the issuance of 749,900,000 common shares for services rendered by independent contractors. The issuances
were valued based on the market value of the stock totaling 1,231,300.
Throughout the year, 300,000
Preferred A shares were converted to 30,000,000 common shares. There was no gain or loss on this transaction.
Throughout the year, 3,500,000
common shares were bought back for $14,000.
Throughout the year, 246,000,000
common shares were loaned to the company and 78,414,606 common shares were issued to repay stock payable.
Period Ended March 31, 2014
Throughout the period, the
Board of Directors also authorized the issuance of 500,000 common shares for services rendered by independent contractors. The
issuances were valued based on the market value of the stock totaling $1,050.
Throughout the period, 70,000,000
common shares were converted to 700,000 Preferred A shares. There was no gain or loss on this transaction.
Throughout the period, 71,433,289
shares were issued upon the cashless exercise of 80,362,450 warrants.
Stock Options
Gene-Cell, Inc., the company,
used in the recapitalization (See Note 1) periodically issued incentive stock options to key employees, officers, and directors
to provide additional incentives to promote the success of the Company's business and to enhance the ability to attract and retain
the services of qualified persons. The Board of Directors approved the issuance of all stock options. The exercise price of an
option granted was determined by the fair market value of the stock on the date of grant. Reverse stock splits by the Company resulted
in the reduction of outstanding options to less than 85 shares with exercise prices that are so high that the exercise of the options
will never be practical. Expiration dates ranged from March, 2012 through July, 2012. There are no stock options outstanding as
of March 31, 2014.
Incentive Stock Plan
During the year ended December
31, 2005 the 2005 Incentive Stock Plan was adopted by the Company’s Board of Directors and approved by the stockholders in
August 2005. The 2005 Plan provides for the issuance of up to 25,000,000 shares and/or options. The primary purpose of the 2005
Incentive Stock Plan is to attract and retain the best available personnel for us in order to promote the success of our business
and to facilitate the ownership of our stock by employees. The 2005 Incentive Stock Plan is administered by our Board of Directors.
Under the 2005 Incentive Stock Plan, key employees, officers, directors and consultants are entitled to receive awards. The 2005
Incentive Stock Plan permits the granting of incentive stock options, non-qualified stock options and shares of common stock with
the purchase price, vesting and expiration terms set by the Board of Directors. No options have been issued under the Plan as of
March 31, 2014.
Stock Warrants
In connection with the a repayment
agreement, we agreed to issue to YA Global warrants to purchase an aggregate of 25,000,000 shares of common stock, exercisable
for a period of three years at an exercise price of $0.0119. The warrants issued to YA Global provide for certain anti-dilution
protection in the event that (i) we issue shares of our common stock for a purchase price below the exercise price of the various
warrants or in the event we issue options or other convertible securities with a conversion price below the exercise price, (ii)
we effectuate a stock split, stock dividend or other form of recapitalization, or (iii) we declare a dividend payment to the holders
of our common stock. The exercise price was reset on August 8, 2011 to $0.0005 and the number of warrants increased to 595,000,000.
The exercise price was reset on January 30, 2013 to $0.0003 and the number of warrants increased to 991,666,667. During the period
ending March 31, 2014, the holder exercised 80,362,450 warrants on a cashless basis and were issued 71,433,289 shares of
common stock.
The Company issued 5,000,000
warrants in May 2010 to a law firm for services rendered valued at $137,000 using a Black-Scholes-Merton model using the following
inputs (0.0% dividend yield, stock price of $0.0274, risk-free rate of 2.43%, volatility of 417%, 5 year remaining term). The warrants
expire in five years with an exercise price of $0.01.
The Company issued 666,667 warrants
in April 2012 to a law firm for services rendered valued at $770 using a lattice model using the following inputs (0.0% dividend
yield, stock price of $0.009, risk-free rate of 0.53%, volatility of 139%, 2.5 year remaining term). The warrants expire in thirty
months with an exercise price of $0.015.
As of March 31, 2014 the following
warrants remain outstanding:
| | |
| | |
Remaining | |
Number of | | |
Exercise | | |
Life | |
Warrants | | |
Price | | |
Years | |
| 911,304,217 | | |
$ | 0.0003 | | |
| 0.32 | |
| 5,000,000 | | |
| 0.0100 | | |
| 1.08 | |
| 666,667 | | |
| 0.0150 | | |
| 0.51 | |
| | | |
| | | |
| | |
| 916,970,884 | | |
$ | 0.0004 | | |
| | |
Preferred Stock
During the year ended December
31, 2005, the Company set preferences for its Series A, B and C preferred stock. The Company is authorized to issue 40,000,000
shares of preferred stock, $0.001 par value per share. At December 31, 2011 the Company had 6,312,733 shares of series A preferred
stock issued and outstanding and 6,014,942 shares of series C preferred stock issued and outstanding. The Company’s preferred
stock may be issued in series, and shall have such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to
time by the board of directors.
The Series A and Series C preferred
stock provides for conversion on the basis of 100 shares of common stock for each share of preferred stock converted, with conversion
at the option of the holder or mandatory conversion upon restructure of the common stock and holders of the series A preferred
stock vote their shares on an as-converted basis. Holders of the series A preferred stock participates on distribution and liquidation
on an equal basis with the holders of common stock.
The series B preferred stock
provides for conversion on the basis of 10,000 shares of common stock for each share of preferred stock converted, with conversion
at the option of the holder or mandatory conversion upon restructure of the common stock and holders of the series A preferred
stock vote their shares on an as-converted basis. Holders of the series B preferred stock participates on distribution and liquidation
on an equal basis with the holders of common stock.
Following is a description of
transactions affecting preferred stock for the year ended December 31, 2013 and the three months ended March 31, 2014.
Year Ended December 31, 2013
In January 2013, the Board of
Directors authorized the issuance of 1,000,000 Preferred A shares to accredited and non-accredited investors for total proceeds
of $40,000.
In February 2013, the Board
of Directors authorized the issuance of 700,000 Preferred C shares to accredited and non-accredited investors for total proceeds
of $35,000.
In March 2013, the Board of
Directors authorized the issuance of 200,000 Preferred C shares to accredited and non-accredited investors for total proceeds of
$20,000.
In May 2013, the Board of Directors
authorized the issuance of 3,388,500 Preferred C shares to accredited and non-accredited investors for total proceeds of $338,850.
In July 2013, the Board of Directors
authorized the issuance of 200,000 Preferred C shares to accredited and non-accredited investors for total proceeds of $10,000.
In August 2013, the Board of
Directors authorized the issuance of 900,000 Preferred A shares to accredited and non-accredited investors for total proceeds of
$47,500.
In September 2013, the Board
of Directors authorized the issuance of 2,250,000 Preferred A shares to accredited and non-accredited investors for total proceeds
of $137,500.
In October 2013, the Board of
Directors authorized the issuance of 2,100,000 Preferred A shares to accredited and non-accredited investors for total proceeds
of $110,000.
In November 2013, the Board
of Directors authorized the issuance of 3,200,000 Preferred A shares to accredited and non-accredited investors for total proceeds
of $185,000.
Throughout the year, 300,000
Preferred A shares were converted to 30,000,000 common shares. There was no gain or loss on this transaction.
Throughout the year, the Board
of Directors also authorized the issuance of 1,351,667 Preferred A shares and 60,000 Preferred C shares for services rendered by
independent contractors. These issuances were valued based on the market value of the stock totaling $709,717.
Throughout the year, 3,491,423
Preferred A shares and 202,412 Preferred C shares were loaned to the company.
Period Ended March 31, 2014
In January 2014, the Board of
Directors authorized the issuance of 1,703,333 Preferred A shares to accredited and non-accredited investors for total proceeds
of $95,000.
In February 2014, the Board
of Directors authorized the issuance of 2,850,000 Preferred A shares to accredited and non-accredited investors for total proceeds
of $150,000.
In March 2014, the Board of
Directors authorized the issuance of 200,000 Preferred A shares to accredited and non-accredited investors for total proceeds of
$10,000.
Throughout the period, 70,000,000
common shares were converted to 700,000 Preferred A shares. There was no gain or loss on these transactions.
Throughout the period,
15,000 Preferred A shares, valued at $4,350, were issued to lenders as consideration for issuing debt to the Company. The
shares were valued based on the closing market price on the date of grant.
Throughout the period, the Board
of Directors also authorized the issuance of 1,300,000 Preferred A shares for services rendered by independent contractors. These
issuances were valued based on the market value of the stock totaling $405,000.
Potentially Dilutive Equity
Instruments
An analysis of potentially dilutive
equity instruments at March 31, 2014
Series A Preferred Stock convertible to common stock on a 100 for 1 basis | |
| 1,973,181,000 | |
Series C Preferred Stock convertible to common stock on a 100 for 1 basis | |
| 875,569,700 | |
| |
| | |
Total | |
| 2,848,750,700 | |
Other Equity Transactions
Three Months Ended March 31, 2013
Interest was imputed on non-interest
bearing related party debt in the amount of $5,792 and credited to additional paid in capital.
14. |
|
Related Party Transactions |
The Company engaged in various
related party transactions involving the issuance of shares of the Company's common stock during the periods ended March 31, 2014
and December 31, 2013.
During 2007, 2008, 2009, 2010
and 2011 His Divine Vehicle, Inc. ("HDV") incurred costs on behalf of the Company. At December 31, 2013, the Company
owed Serge Monros $767,067 in accrued wages. At March 31, 2014, the Company owed Serge Monros $682,448 in accrued wages.
HDV, an affiliate of Mr. Monros,
manufactures the “DynoValve” and “DynoValve Pro” products and then sells them to the Company for resale
pursuant to the Product Licensing Agreement entered into on November 15, 2008. As consideration for HDV entering into the Product
Licensing Agreement, the Company agreed to issue to Mr. Monros and HDV, if and when available, an aggregate of 500 Million shares
of Common Stock, 5 Million shares of Series A Preferred Stock and 5 Million shares of Series C Preferred Stock. HDV loaned 1,000,000
Preferred A shares to the Company in 2008. As additional consideration for the Licensing Agreement, HDV waived $332,786 owed to
it by the company and Mr. Monros waived $306,000 in accrued wages. The excess value of the shares issued (common and preferred)
over the debt waived was expensed to research and development. In July, 2011, the stock consideration paid for the licensing agreement
was modified to increase the common shares by 100,000,000, increase the Series A Preferred Stock by 1,500,000 and reduce the Series
C Preferred Stock by 2,500,000.
On December 15, 2009, the Company
converted $204,302 of accounts payable due to His Divine Vehicle, Inc. into a convertible promissory note. The note bears interest
at 8%, matured on April 15, 2010, and converts into common shares at the conversion rate of $0.003 (reset to $0.0005) subject to
anti-dilution protection. The note matured and is currently in default due to lack of payment at maturity. The principal balance
at December 31, 2013 and March 31, 2014 is $204,302.
In August, 2011 His Divine Vehicle
loaned 2,000,000 Preferred C shares and the 200,000,000 common shares to the Company.
In January, 2013, His Divine
Vehicle loaned 196,000,000 common shares, 3,491,423 Preferred A shares and 202,412 Preferred C shares to the Company.
In March, 2013, the Company
entered into a five (5) year Master Distribution Agreement with His Divine Vehicle to sell the DynoValve and DynoValve Pro in various
international territories. The consideration for the agreement was guaranteeing a minimum annual volume, payment for the DynoValves
acquired and a three percent (3%) royalty payment. The Company is currently in default on this agreement. As part of this agreement,
the Company acquires inventory from His Divine Vehicle. The Company acquired no inventory during the three months ended March 31,
2014 and $378,930 of inventory for the year ended December 31, 2013.
15. |
|
Non-Cash Investing and Financing Transactions and Supplemental Disclosure of Cash Flow Information |
During the periods ended March
31, 2014 and March 31, 2013, the Company engaged in various non-cash investing and financing activities as follows:
| |
2014 | | |
2013 | |
Settlement of Convertible Debt and Derivative Liabilities with common stock | |
$ | 164,561 | | |
$ | – | |
Conversion of Preferred Stock into Common Stock | |
$ | 70,000 | | |
$ | – | |
Stock Issued with Debt | |
$ | 4,350 | | |
$ | – | |
Preferred Stock Loaned/Common Stock Issued for Stock Payable | |
$ | – | | |
$ | 565,384 | |
During the periods ended March
31, 2014 and March 31, 2013, the Company made no interest payments and no income tax payments.
16. |
|
Fair Value of Financial Instruments. |
The Company’s financial
instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair
value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these
instruments.
The Company utilizes various
types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants
and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so,
whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with
changes in fair value recognized in current earnings. At December 31, 2013 and March 31, 2014, the Company had convertible debt
and warrants to purchase common stock, the fair values of which are classified as a liability. Some of these units have embedded
conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value
and amortized to interest expense over the life of the debt using the effective interest method.
Inputs used in the valuation
to derive fair value are classified based on a fair value hierarchy which distinguishes between assumptions based on market data
(observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
Level one — Quoted market
prices in active markets for identical assets or liabilities;
Level two — Inputs other
than level one inputs that are either directly or indirectly observable; and
Level three — Unobservable
inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that
a market participant would use.
Determining which category an
asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each
quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair
value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is
measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of
the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis
based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one.
Based on ASC Topic 815 and related
guidance, the Company concluded the convertible notes and common stock purchase warrants are required to be accounted for as derivatives
as of the issue date due to a reset feature on the conversion/exercise price. At the date of issuance the convertible subordinated
financing, warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments
with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance
sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “Gain
(loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10
and are disclosed on the balance sheet under Derivative Liabilities.
The following table presents
liabilities that are measured and recognized at fair value as of March 31, 2014 on a recurring and non-recurring basis:
Description | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Gains (Losses) | |
Derivatives | |
$ | – | | |
$ | – | | |
$ | 5,887,887 | | |
$ | (820,913 | ) |
Settlements Payable | |
| – | | |
| 1,101,179 | | |
| – | | |
| – | |
Rescission Liability | |
| – | | |
| 744,510 | | |
| – | | |
| 40,299 | |
Fair Value at March 31, 2014 | |
$ | – | | |
$ | 1,845,689 | | |
$ | 5,887,887 | | |
$ | (780,614 | ) |
The following table presents
liabilities that are measured and recognized at fair value as of December 31, 2013 on a recurring and non-recurring basis:
Description | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Gains (Losses) | |
Derivatives | |
$ | – | | |
$ | – | | |
$ | 5,231,535 | | |
$ | (6,445,157 | ) |
Settlements Payable | |
| – | | |
| 1,101,179 | | |
| – | | |
| (1,101,179 | ) |
Rescission Liability | |
| – | | |
| 784,809 | | |
| – | | |
| (784,809 | ) |
Fair Value at December 31, 2013 | |
$ | – | | |
$ | 1,885,988 | | |
$ | 5,231,535 | | |
$ | (8,331,145 | ) |
Stock Issuances:
Since March 31, 2014, the Board
of Directors authorized the issuance of an aggregate of 7,548,333 shares of its Preferred A shares and 332,060 shares of its Preferred
B shares to accredited and non-accredited investors for total proceeds of $1,709,500. In addition, the Board of Directors has authorized
the issuance of an aggregate of 400,000 shares of its Preferred A shares and 142,450 shares of its Preferred B shares to accredited
and non-accredited investors for services rendered valued at an aggregate of $4,890,000. In addition, the Board of Directors has
authorized a net aggregate of 286,050,421 common shares in settlement of the Weese lawsuit. No sales commissions were paid in connection
with these issuances and all investors reviewed or had access to all of the Company’s filing pursuant to the Securities Exchange
Act of 1934, as amended.
Legal Proceedings:
The Company received a letter
from the Securities and Exchange Commission, Los Angeles Regional Office, dated May 9, 2011. The letter informed us that the SEC
had entered into a “formal order of investigation” into “Savi Media Group, Inc.” The letter included a
“Subpoena DucesTecum,” meaning the Company was given a prescribed period of time to produce all requested documents
and information contained in the subpoena. An index of the source of all such produced information and an authentication declaration
were also to be supplied. The stated purpose of the investigation is a fact-finding inquiry to assist the SEC staff in determining
if the Company has violated federal securities laws. The SEC states there is no implication of negativity or guilt at this stage
of the investigation.
We hired the Los Angeles law
firm of Troy Gould to represent us in the matter of this investigation. As of the date of this filing, we believe we have provided
all requested material to the SEC.
Status of prior private investments;
$0 in 2007 (although HDV sold $13,000 of its shares), $0 in 2008 (although HDV sold $445,750 of its shares), $0 in 2009 (although
HDV sold $448,000 of its shares), $910,742 in 2010, $1,827,543 in 2011. There is concern that these private placement securities
sales were not made in compliance with applicable law (lack of material disclosure and/or failure to file securities sales notices
as required by federal law) and the Company may need to offer rescission rights to the investors.
In 2006, the Company issued
shares for services valued at $611,768. There were issued shares for services valued at $1,416,060 in 2007; shares for services
valued at $14,625 in 2008, shares for services valued at $380,500 in 2009, shares for services valued at $236,920 in 2010, and
shares for services valued at $3,370,273 in 2011. We have no plans to offer rescission for these share issuances.
We offered rescission to many
of the 2011 investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is
also being looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders,
were very encouraging. We had five rescissions offers accepted and refunded $14,000 plus interest.
Generally, we believe we have
good relationships with our shareholders. Our plan is to offer rescission to most shareholders obtaining privately offered shares
from us since January 1, 2007 through 2011. The Company has pledged to use our best efforts, in good faith, to honor any accepted
rescission offer. However, there is no assurance that rescission offer acceptances will not have a material effect on our finances
or that we will be able to re-pay those electing to rescind in a complete and timely manner. As of the date hereof, the Company
has postponed their plans to offer rescission to earlier purchasing shareholders, deeming it advisable to wait until the common
stock price increases and they have more operating cash available to pay for the cost of undertaking this endeavor. The Company
has booked a liability to account for this rescission liability and marks the liability to market on a quarterly basis. The rescission
liability as of March 31, 2014 is $744,510.
The Company received a letter
dated June 7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West
Virginia. In addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and
Plaintiff's counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The
defendants sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted
to hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement
and received court approval on April 7, 2015. The Company has recorded a $1,101,179 liability based on the settlement agreement.
This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares to be issued of 296,050,421
valued at $1,001,179. The lawsuit has been settled and dismissed.
The Company received an Order
of Suspension of Trading on June 17, 2015 from the Security and Exchange Commission. The SEC indicated that there is a lack of
current and accurate information concerning the securities of the Company and therefore ordered that trading in the securities
of the Company be suspended from June 17, 2015 through June 30, 2015.
Licensing Events:
Mr. Monros has continued the
process of preparing patent applications for the other versions of the DynoValve products & related IP. In March, 2013, the
Company entered into a five (5) year Master Distribution Agreement with His Divine Vehicle to sell the DynoValve and DynoValve
Pro in various international territories. The consideration for the agreement was guaranteeing a minimum annual volume, payment
for the DynoValves acquired and a three percent (3%) royalty payment. The Company is currently in default on this agreement.
In March, 2015, the Company
entered into a seven (7) year Master Distribution Agreement with Dynovalve Mfg, LLC, the holder of the patents for the DynoValve
products and related IP. The agreement is an exclusive agreement for North America, China, Korea and the Middle East and a non-exclusive
license worldwide. The consideration for the agreement was payment for products acquired and a three percent (3%) royalty payment.
Major Contracts:
In 2014, the Company entered into a 5 year licensing
agreement with Beijing FlyingGlob Environmental Technology Limited Company, a company established in the People’s Republic
of China. According to the terms of the Agreement, FlyingGlob will promote, distribute and sell SaviCorp's signature line of DynoValve®
automotive products within its exclusive territory, which is defined as the People's Republic of China and the Special Administrative
Regions of Hong Kong and Macau.
FlyingGlob entered into the
distribution agreement, which establishes a minimum annual purchase volume of 500,000 DynoValve® units during the first year.
In support of this requirement, FlyingGlob is to purchase an initial order of 50,000 units at a price of $8.25 million. During
the final four years of the contract, FlyingGlob has agreed to a minimum purchase of 5.5 million units, for a total minimum order
of 6 million units during the five-year term of the agreement. The successful distribution and sale of the 6 million units is estimated
to produce revenues of approximately $679.5 million. In addition, the agreement provides for a $30 million licensing fee to be
paid by FlyingGlob that may be paid over the term of the agreement.
ITEM 2 - MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read
in conjunction with the unaudited condensed consolidated financial statements and notes thereto set forth in Item 1 of this Quarterly
Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions, which could cause actual results to differ materially from Management’s expectations. Factors
that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations
in pricing for products that may be distributed by the Company and services offered by competitors, as well as general conditions
of the marketplace.
Overview
In 2011, SaviCorp began to generate revenue
from new business activities. We were still devoting substantial efforts to business planning and the search for sources of capital
to fund our efforts. We have acquired all rights to certain technology for the production of a gasoline and diesel engine emission
reduction device which we believe delivers superior emission reduction technology and operating performance. This technology is
an emission reduction device believed to reduce harmful exhaust emissions in gasoline and diesel engines, and increase fuel efficiency.
History
We were originally incorporated as Energy
Resource Management, Inc. on August 13, 2002 and subsequently adopted name changes to Redwood Energy Group, Inc. and Redwood Entertainment
Group, Inc., upon completion of a recapitalization on August 26, 2002. The re-capitalization occurred when we acquired the non-operating
public shell of Gene-Cell, Inc., a public company. Gene-Cell had no significant assets or operations at the date of acquisition
and we assumed all liabilities that remained from its prior discontinued operation as a biopharmaceutical research company. The
historical financial statements presented herein are those of Redwood Entertainment Group, Inc. and its predecessors, Redwood Energy
Group, Inc. and Energy Resource Management, Inc.
The public entity used to recapitalize
the Company was originally incorporated as Becniel in 1986 and subsequently adopted name changes to Tzaar Corporation, Gene-Cell,
Inc., Redwood Energy Group, Inc., Redwood Entertainment Group, Inc., and finally its current name, Savi Media Group, Inc. In 2012,
Savi Media Group, Inc. changed its name to SaviCorp.
Business History
Until 2011, we were considered a development
stage enterprise because we had no significant operations, had not yet generated revenue from new business activities and were
devoting substantially all of our efforts to business planning and the search for sources of capital to fund our efforts. We had
acquired all rights to "blow-by gas and crankcase engine emission reduction technology" which we intended to develop
and market on a commercial basis.
This technology is an emission reduction
device believed to reduce harmful exhaust emissions in gasoline and diesel engines, and increase fuel efficiency. Phase one testing
at California Environmental Engineering indicated notable reduction in tailpipe emissions and Particulate Matter (PM) while improving
fuel economy. The reductions were 5.1% in hydrocarbons, 5.1% in carbon monoxide, 5.5% in nitrogen oxides, while increasing fuel
economy by 0.3%.
We currently have the right to market and
distribute the DynoValve and DynoValve Pro products, which provides for increased fuel economy and reduced emissions in automotive
applications for both new and existing vehicles and may be used in other non-automotive applications. Personal watercraft, small
engine powered lawn equipment, and stand alone power generation engines are additional markets that we intend to develop. The technology
may be sold internationally and we are pursuing opportunities simultaneously domestically and internationally. We have no immediate
plans to develop additional products at this time.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial
condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and our estimates are based on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions provide
a basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from our estimates under different assumptions or conditions, and these differences may be material.
We believe that the following critical
accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:
Income Taxes
We use the liability method of accounting
for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary
differences between the tax basis of assets and liabilities and their financial amounts at year-end. We provide a valuation allowance
to reduce deferred tax assets to their net realizable value.
Stock-Based Compensation
Effective January 1, 2006, the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS 123R),
and began expensing at fair value on a straight-line basis the costs resulting from share-based payment transactions.
Prior to 2006, the Company elected to follow
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations
in accounting for stock options granted to employees as permitted by SFAS No. 123, Accounting for Stock-Based Compensation
(SFAS 123), as amended by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure. Under
APB 25, the Company did not recognize share-based payment expense in its financial statements because the stock option awards qualified
as fixed awards and the exercise price of the Company’s employee stock options equaled the market price of the underlying
stock on the date of grant.
Convertible Notes - Derivative Financial Instruments
The convertible notes issued to Cornell
Capital in 2006 has been accounted for in accordance with SFAS No. 133 and EITF No. 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock."
The Company has identified that the Cornell
Capital debenture have embedded derivatives. These embedded derivatives have been bifurcated from the host debt contract and accounted
for as derivative liabilities in accordance with EITF 00-19. When multiple derivatives exist within the convertible notes, they
have been bundled together as a single hybrid compound instrument in accordance with SFAS No. 133 Derivatives Implementation Group
Implementation Issue No. B-15, "Embedded Derivatives: Separate Accounting for Multiple Derivative Features Embedded in a Single
Hybrid Instrument."
The embedded derivatives within the convertible
notes have been recorded at fair value at the date of issuance and are marked-to-market each reporting period with changes in fair
value recorded to the Company's income statement as "Net change in fair value of derivative liabilities." The Company
has utilized a third party valuation firm to fair value the embedded derivatives using a lattice model with layered discounted
probability-weighted cash flow methods.
The fair value of the derivative liabilities
are subject to the changes in the trading value of the Company's common stock, as well as other factors. As a result, the Company's
financial statements may fluctuate from quarter-to-quarter based on factors, such as the price of the Company's stock at the balance
sheet date and the amount of shares converted by note holders. Consequently, our financial position and results of operations
may vary from quarter-to-quarter based on conditions other than our operating revenues and expenses.
Results of Operations
During the period from inception, August
13, 2002, to December 31, 2010, we had not generated any revenue from operations. During the period ending March 31, 2013, we generated
revenues of $23,571. Costs of Goods Sold was $16,489 yielding a gross profit of $7,082. Loss from operations for the period ending
March 31, 2013 was $1,375,667. Other Income and Expense, net was $4,172,308 primarily due to the change in fair value of our derivative
liabilities and the change in the fair value of the rescission liability. During the period ending March 31, 2014, we generated
revenues of $3,541. Costs of Goods Sold was $3,255 yielding a gross profit of $286. These are decreases over the same period in
2013 as revenues slowed prior to implementing our contract with DynoGreen Tech. Loss from operations for the period ending March
31, 2014 was $827,845. The large decrease in the loss was primarily due to a reduction in stock based compensation paid in 2014.
Other Income and Expense, net was $797,691 primarily due to the change in the fair value of our derivative liabilities. Net loss
was $1,625,536.
As of March 31, 2014, we have accumulated
net losses of $292,432,297. Additionally, at March 31, 2014, we are in a negative working capital position of $11,072,889 and a
stockholders' deficit position $11,075,454. Our auditors have opined that such matters raise substantial doubt about our ability
to continue as a going concern. We financed our operations mainly through the sale of common stock and have been entirely dependent
on outside sources of financing for continuation of operations. For the remainder of fiscal 2013, we will continue to pursue funding
for our business. There is no assurance that we will continue to be successful in obtaining additional funding on attractive terms
or at all, nor that the projects towards which additional paid-in capital is assigned will generate revenues at all.
Plan of Operations
We believe that there are several critical
elements for the building of a successful company that has the capacity to utilize the technology we have licensed for the implementation
of immediate and long-term solutions to the global challenges of air, water, and land pollution.
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1. |
People - this includes a qualified board
of directors, advisory board members, management, employees, sales people, project managers, installers and consultants, etc.;
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2. |
Projects - a credible portfolio of projects
that have the appropriate risk-return ratio in order to generate potentially significant shareholder value;
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3. |
Capital - based upon the reputation of
the people and the quality of the projects, there must be sufficient capital in order to launch the company and to provide for
additional financing;
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4. |
Technology - the most advanced interpretation
methods, techniques and methods should be utilized in order to maximize the potential for finding and developing immediate and
long term solutions to the global challenges of air, water, and land pollution;
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5. |
Favorable positioning - the international
influence of the oil and gas companies along with the automotive & diesel industries requires a combination of secured relationships
with their appointed leadership in these various industries as well as with all the various local and international governmental
entities; and
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6. |
Distribution and installation- the competitive nature of the automotive &diesel industry requires a unique approach and a significant capital commitment in order to secure the latest in hi-tech equipment to expedite large scale distribution and installation of our products. |
Complete testing phases in order
to secure revenues, licensing agreements, and contracts.
We are continuing to test our emission
control devices on select engines in order to obtain certification and validation of our technology.
Become a technology partner to the
various entities that are focused on environmental solutions.
We are presently participating in a consortium
of companies with emission reduction technologies for the problem solving of both our local environmental challenges and to assist
in China’s pursuit of immediate solutions to the particular needs in their environment.
Complete distribution/licensing agreements
for various entities and geographic areas.
We are continuing to expand our partners
both internationally and domestically through various licensing and/or distribution agreements for the sale of our products to
specific industries or markets. We have continued to test our emission control devices on select engines in order to obtain validation
of our technology for the target vehicles of each of these partners. Completion of these steps will lead to revenue growth and
profitability for SaviCorp.
During the periods ended March 31, 2014
and 2013, we had limited sales and we expect to require additional cash of a minimum of approximately $2,000,000 over the next
twelve months. Those funds, if available, will be used for continued operation as we grow sales. Additional financing will need
to be obtained. Sources of funding may not be available on terms that are acceptable to management and existing stockholders, or
may include terms that will result in substantial dilution to existing stockholders.
Liquidity and Capital Resources
As of March 31, 2014, the Company had $6,978
in cash.
Total current liabilities were $11,130,249
as of March 31, 2014, consisting of convertible debt, net, of $715,742, notes payable of $41,566, derivative liabilities of $5,887,887,
accounts payable and accrued liabilities of $2,480,080, settlement payable of $1,101,179, rescission liability of $744,510 and
accounts payable assumed in recapitalization of $159,295.
We incurred net losses of $292,432,297
during the period from inception, August 13, 2002, to March 31, 2014. In addition, at March 31, 2014, we were in a negative working
capital position of $11,072,889 and had a stockholders' deficit of $11,075,454. As a result, our independent registered public
accounting firm has expressed substantial doubt about our ability to continue as a going concern.
Our average monthly operational expenses have been $276,044
per month, for the period ended March 31, 2014.
Our ability to continue as a going concern
is dependent upon several factors. These factors include our ability to:
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further implement our business plan; |
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obtain additional financing or refinancing as may be required; |
We believe it is imperative that we raise
an additional $5,000,000 of capital in order to implement our business plan. We are attempting to raise additional funds through
debt and/or equity offerings. We intend to use any funds raised to pay down debt and to provide us with working capital. There
can be no assurance that any new capital would be available to us or that we would have adequate funds for our operations, whether
from our revenues, financial markets, or other arrangements will be available when needed or on terms satisfactory to us. Any additional
financing may involve dilution to our then-existing shareholders.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
There were no recent accounting pronouncements
that have had or are likely to have a material effect on our financial position or results of operations.
ITEM 3 - CONTROLS AND PROCEDURES
a) |
Evaluation of Disclosure Controls and Procedures. As of March 31, 2014, the Company’s management carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the Company’s system of disclosure controls and procedures pursuant to the Securities and Exchange Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective, as of the date of their evaluation, for the purposes of recording, processing, summarizing and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934. This assessment was made based on the need to amend prior filings due to embedded derivatives within various convertible securities and the lack of sufficient personnel to process transactions. We have hired an outside expert to evaluate and value derivative financial instruments in any and all convertible securities and when we obtain additional financing will hire additional personnel and implement procedures to properly account for and disclose all transactions. |
b) |
Changes in internal controls. There were no changes in internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is likely to materially effect, the Company’s internal control over financial reporting. |
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
From time to time, we may become party
to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.
The Company received a letter from the
Securities and Exchange Commission, Los Angeles Regional Office, dated May 9, 2011. The letter informed us that the SEC had entered
into a “formal order of investigation” into “Savi Media Group, Inc.” The letter included a “Subpoena
DucesTecum,” meaning the Company was given a prescribed period of time to produce all requested documents and information
contained in the subpoena. An index of the source of all such produced information and an authentication declaration were also
to be supplied. The stated purpose of the investigation is a fact-finding inquiry to assist the SEC staff in determining if the
Company has violated federal securities laws. The SEC states there is no implication of negativity or guilt at this stage of the
investigation.
We hired the Los Angeles law firm of Troy
Gould to represent us in the matter of this investigation. As of the date of this filing, we believe we have provided all requested
material to the SEC.
Status of prior private investments; $0
in 2007 (although HDV sold $13,000 of its shares), $0 in 2008 (although HDV sold $445,750 of its shares), $0 in 2009 (although
HDV sold $448,000 of its shares), $910,742 in 2010, $1,827,543 in 2011. There is concern that these private placement securities
sales were not made in compliance with applicable law (lack of material disclosure and/or failure to file securities sales notices
as required by federal law) and the Company may need to offer rescission rights to the investors.
In 2006, the Company issued shares for
services valued at $611,768. There were issued shares for services valued at $1,416,060 in 2007; shares for services valued at
$14,625 in 2008, shares for services valued at $380,500 in 2009, shares for services valued at $236,920 in 2010, and shares for
services valued at $3,370,273 in 2011. We have no plans to offer rescission for these share issuances.
We offered rescission to many of the 2011
investors in late 2011 (“2011 rescission offer”). The legal sustainability of these rescission offers is also being
looked at by Counsel. The results of our rescission offers, in terms of rescission offers accepted by shareholders, were very encouraging.
We had five rescissions offers accepted and refunded $14,000 plus interest.
Generally, we believe we have good relationships
with our shareholders. Our plan is to offer rescission to most shareholders obtaining privately offered shares from us since January
1, 2007 through 2011. The Company has pledged to use our best efforts, in good faith, to honor any accepted rescission offer. However,
there is no assurance that rescission offer acceptances will not have a material effect on our finances or that we will be able
to re-pay those electing to rescind in a complete and timely manner. As of the date hereof, the Company has postponed their plans
to offer rescission to earlier purchasing shareholders, deeming it advisable to wait until the common stock price increases and
they have more operating cash available to pay for the cost of undertaking this endeavor. The Company has booked a liability to
account for this rescission liability and marks the liability to market on a quarterly basis. The rescission liability as of March
31, 2014 is $744,510.
The Company received a letter dated June
7, 2013 with a Civil Complaint titled Arnold Lamarr Weese, et al v. SaviCorp filed in the Northern District of West Virginia. In
addition to SaviCorp, Serge Monros and Craig Waldrop are being sued individually. Settlement discussions failed and Plaintiff's
counsel began service of Process. The Company and Mr. Monros have hired Shustak and Partners to defend the claim. The defendants
sued for breach of contract, fraud, vicarious liability, and unlawful sale by an unregistered broker. The lawsuit attempted to
hold the Company and Mr. Monros responsible for alleged improprieties of Waldrop. The Company finalized a negotiated settlement
and received court approval on April 7, 2015. The Company has recorded a $1,101,179 liability based on the settlement agreement.
This consists of $100,000 cash payment for legal fees paid over a period of five months and net common shares to be issued of 296,050,421
valued at $1,001,179. The lawsuit has been settled and dismissed.
The Company received an Order of Suspension
of Trading on June 17, 2015 from the Security and Exchange Commission. The SEC indicated that there is a lack of current and accurate
information concerning the securities of the Company and therefore ordered that trading in the securities of the Company be suspended
from June 17, 2015 through June 30, 2015.
We may become involved in material legal
proceedings in the future.
ITEM 2 -
UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
For the quarter ended March 31, 2014, the
Company issued the following:
In January 2014, the Board of Directors
authorized the issuance of 1,703,333 Preferred A shares to accredited and non-accredited investors for total proceeds of $95,000.
In February 2014, the Board of Directors
authorized the issuance of 2,850,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $150,000.
In March 2014, the Board of Directors authorized
the issuance of 200,000 Preferred A shares to accredited and non-accredited investors for total proceeds of $10,000.
Since March 31, 2014, the Board of Directors
authorized the issuance of an aggregate of 7,548,333 shares of its Preferred A shares and 332,060 shares of its Preferred B shares
to accredited and non-accredited investors for total proceeds of $1,709,500. In addition, the Board of Directors has authorized
a net aggregate of 286,050,421 common shares in settlement of the Weese lawsuit. No sales commissions were paid in connection with
these issuances and all investors reviewed or had access to all of the Company’s filing pursuant to the Securities Exchange
Act of 1934, as amended.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
The Company is in default with respect
to the convertible notes due to DSE and HDV.
ITEM 4 - SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
31.1 |
Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended |
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31.2 |
Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended |
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32.1 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) |
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32.2 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) |
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101.INS |
XBRL Instances Document |
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101.SCH |
XBRL Taxonomy Extension Schema Document |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SaviCorp |
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Date: June 22, 2015 |
By: /s/ SERGE MONROS |
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Serge Monros |
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President, Chief Executive Officer (Principal Executive Officer) and Director |
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Date: June 22, 2015 |
By: /s/ SERGE MONROS |
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Serge Monros |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 31.1
SAVICORP OFFICER’S CERTIFICATE PURSUANT TO SECTION
302
I, Serge Monros,
certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of SaviCorp; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
4. |
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: |
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [Omitted
pursuant to SEC Release No. 33-8238];
(c) Evaluated
the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d) Disclosed
in this report any change in the small business issuer's internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial
reporting; and
5. |
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): |
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information;
and
(b) Any fraud,
whether or not material, that involves management or other employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: June 22, 2015
/s/ SERGE MONROS
Serge Monros
Chief Executive Officer
EXHIBIT 31.2
SaviCorp OFFICER’S CERTIFICATE PURSUANT TO SECTION
302
I, Serge Monros,
certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of SaviCorp; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
4. |
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: |
(a) Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [Omitted
pursuant to SEC Release No. 33-8238];
(c) Evaluated
the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d) Disclosed
in this report any change in the small business issuer's internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial
reporting; and
5. |
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): |
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information;
and
(b) Any fraud,
whether or not material, that involves management or other employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: June 22, 2015
/s/ SERGE MONROS
Serge Monros
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO18 U.S.C. SECTION
1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report
of SaviCorp (the “Company”) on Form 10-Q for the period ending March 31, 2014 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Serge Monros, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
A signed original of this written statement
required by Section 906 has been provided to SaviCorp and will be retained by SaviCorp and furnished to the Securities and Exchange
Commission or its staff upon request.
Date: June 22, 2015 |
By: /s/ SERGE MONROS |
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Serge Monros |
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Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO18 U.S.C. SECTION
1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report
of SaviCorp (the “Company”) on Form 10-Q for the period ending March 31, 2014 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Serge Monros, Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
A signed original of this written statement
required by Section 906 has been provided to SaviCorp and will be retained by SaviCorp and furnished to the Securities and Exchange
Commission or its staff upon request.
Date: June 22, 2015 |
By: /s/ SERGE MONROS |
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Serge Monros |
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Chief Financial Officer |