XML 79 R10.htm IDEA: XBRL DOCUMENT v2.4.0.6
3. GOING CONCERN
9 Months Ended
Mar. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 3 - GOING CONCERN

 

The accompanying condensed consolidated financial statements have been prepared on the basis of a going concern which contemplates that the Company will be able to realize assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to any adjustments that would be necessary should the Company be required to liquidate its assets. The Company incurred a net loss of $8,790,559 attributable to ZBB Energy Corporation for the nine months ended March 31, 2013 and as of March 31, 2013 has an accumulated deficit of $77,844,468 and total ZBB Energy Corporation equity of $6,301,523.  The ability of the Company to settle its total liabilities of $7,313,376 and to continue as a going concern is dependent upon obtaining additional financing, closing additional sales orders and achieving profitability.  The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

On March 13, 2013 the Company entered into a common stock purchase agreement (the “Aspire Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company, under which Aspire Capital committed for a two year period to purchase up to $10 million of ZBB Energy common stock based on prevailing market prices over a period preceding each sale subject to certain terms and conditions. Through May 15, 2013 the Company had issued a total of $2,903,810 of shares of common stock under this facility and $7,096,190 remained available.  In accordance with applicable NYSE MKT rules, shareholder approval will be required for the Company to sell in excess of 15,521,706 shares pursuant to the Aspire Purchase Agreement (the “NYSE MKT Cap”).  Through May 3, 2013 the Company had issued a total of 10,930,266 shares pursuant to the Aspire Purchase Agreement. The Company plans to seek shareholder approval to enable it to sell shares in excess of the NYSE MKT Cap at a special meeting of shareholders scheduled to take place on June 28, 2013.

 

The Company believes it has sufficient capital to pursue current operations through the fourth quarter of fiscal year 2013 and will require additional investment capital or other funding to support its current business through fiscal 2014.  The Company is currently exploring various possible financing options that may be available to it, which may include a sale of securities and/or strategic partnership transactions.  The Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all.  If the Company is unable to obtain additional required funding, the Company’s financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations.