For the Fiscal Year Ended December 31, 2013
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Commission File Number 0-7092
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TEXAS
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75-0868913
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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53 Forest Avenue, First Floor
Old Greenwich, Connecticut
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06870
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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PART I
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|||||
Item 1.
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Description of Business
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2
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Item 1A.
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Risk Factors.
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2
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Item 1B.
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Unresolved Staff Comments.
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2
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Item 2.
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Description of Properties
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3
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Item 3.
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Legal Proceedings
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3
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Item 4.
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Mine Safety Disclosures
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3
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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3
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Item 6.
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Selected Financial Data
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4
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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4
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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5
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Item 8.
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Financial Statements
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5
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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6
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Item 9A.
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Controls and Procedures
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6
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Item 9B.
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Other Information
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6
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PART III
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Item 10.
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Directors, Executive Officers, and Corporate Governance
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7
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Item 11.
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Executive Compensation
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8
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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8
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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9
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Item 14.
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Principal Accountant’s Fees and Services
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10
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Item 15.
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Exhibits
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10
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Signatures
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12
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Item 1A.
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Risk Factors.
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Item 1B.
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Unresolved Staff Comments.
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Item 2.
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Description of Properties.
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Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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First
Quarter
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Second
Quarter
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Third
Quarter
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Fourth
Quarter
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|||||||||||||
2012
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||||||||||||||||
High
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$
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.020
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$
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.030
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$
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.030
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$
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.039
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||||||||
Low
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.016
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.016
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.020
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.010
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||||||||||||
2013
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||||||||||||||||
High
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$
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.040
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$
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.038
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$
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.033
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$
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.070
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||||||||
Low
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.016
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.030
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.033
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.033
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Plan category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
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Weighted-average exercise price of outstanding options, warrants and rights
(b)
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Number of security remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
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Equity compensation plans approved by security holders
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370,000
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$
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0.21
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0
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Equity compensation plans not approved by security holders
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-
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-
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-
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Total
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370,000
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$
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0.21
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0
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Period
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Total Number of shares purchased
(a)
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Average price paid per share
(b)
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Total number of shares purchased as part of publicly announced plans or programs
(c)
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Maximum number of share that may yet be purchased under the plans or programs
(d)
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October 1, 2013
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6,786,588 (1)
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$0.0147
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0
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0
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(1)
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As disclosed pursuant to the Current Report on Form 8-K filed on October 3, 2013 and incorporated by reference herein (the “October 8-K”), on October 1, 2013 the Company repurchased a total of 6,786,588 shares of the Company’s common stock for an aggregate purchase price of $100,000, or $0.0147 per share. The repurchases were made pursuant to those certain Stock Redemption Agreements filed as exhibits to the October 8-K.
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Item 9A.
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Controls and Procedures.
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Item 9B.
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Other Information
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NAME
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AGE
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PRINCIPAL POSITION
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Jeffrey E. Eberwein
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43
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Chairman of the Board of Directors, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
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Kyle Hartley
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45
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Director
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Number of Securities Underlying
Unexercised Options
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Option
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|||||||||
Name
(a)
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# Exercisable
(b)
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# Unexercisable (1)
(c)
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Exercise Price
(e)
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Expiration Date
(f)
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||||||
Larry Edwards (former President)
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200,000
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-
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$
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0.21
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7/19/2016
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(1)
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All issued options are vested and became exercisable on January 20, 2007.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percent of
Class
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Jeffrey E. Eberwein (1)(2)
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10,187,948 | 60.23 | % | |||||
53 Forest Avenue, First Floor, Old Greenwich, CT 06870
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Lone Star Value Investors, LP(3)
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3,401,360 | 20.11 | % | |||||
53 Forest Avenue, First Floor, Old Greenwich, CT 06870
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William Vlahos
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1,250,000 | 7.39 | % | |||||
601 Montgomery St., Ste. 1112, San Francisco, CA 94111
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(1)
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Includes the 3,401,360 shares owned by Lone Star Value Investors, LP, which are beneficially owned by Mr. Eberwein. Mr. Eberwein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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(2)
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On October 1, 2013, the Company sold and issued 6,786,588 shares of the Company’s common stock, to Jeffrey E. Eberwein, as trustee of the Jeffrey E. Eberwein Revocable Trust U/A 10-01-2010, for an aggregate purchase price of $100,000 pursuant to that certain Stock Purchase Agreement by and between the Company and Mr. Eberwein dated as of October 1, 2013.
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(3)
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On January 15, 2014, the Company issued 3,401,360 shares of common stock to Lone Star Value Investors, LP, an entity ultimately controlled by Mr. Eberwein, at $0.0147 per share for total proceeds of $50,000.
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Name of individual or group
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Amount and Nature of
Beneficial Ownership
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Percent of
Class
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Jeffrey E. Eberwein (1)
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10,187,948 | 60.23 | % | |||||
Kyle Hartley
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- | - | % | |||||
All executive officers and directors as a group
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10,187,948 | 60.23 | % |
(1)
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Includes the 3,401,360 shares owned by Lone Star Value Investors, LP, which may be deemed to be beneficially owned by Mr. Eberwein. Mr. Eberwein disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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Fee category
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2012
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2013
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Audit Fees
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$
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14,000
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$
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14,000
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Audit-related fees
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-
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-
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Tax fees
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-
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-
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All other fees
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-
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-
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Total fees
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$
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14,000
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$
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14,000
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3.1
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Restated Articles of Incorporation (with amendment). Reference is made to Exhibit 3 to the Company’s Current Report on Form 8-K for the quarter ended June 30, 1995.
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3.2
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Certificate of Amendment to Articles of Incorporation. Reference is made to Exhibit 5.03 of the Company’s Form 8-K filed on January 28, 2014.
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3.3
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Certificate of Amendment to Articles of Incorporation. Reference is made to Exhibit 5.03 of the Company’s Form 8-K filed on November 19, 2013.
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3.4
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Certificate of Amendment to Articles of Incorporation. Reference is made to Exhibit 3.03 of the Company’s Form 8-K filed on October 3, 2013.
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3.5
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Restated Bylaws. Reference is made to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
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3.6
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Amended Bylaws. Reference is made to Exhibit 3.01 of the Company’s Form 8-K, filed on April 6, 2007.
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23.1
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Consent of Independent Registered Public Accounting Firm - Ramirez Jimenez International CPAs.
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31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. (Certification will not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended).
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101.INS**
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XBRL Instance Document
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101.SCH**
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XBRL Taxonomy Extension Schema Document
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101.CAL**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF**
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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RELIABILITY INCORPORATED
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(Registrant)
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DATE: March 27, 2014
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/s/ Jeffrey E. Eberwein
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By:
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Jeffrey E. Eberwein
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Its:
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Chairman of the Board of Directors, President, Chief Executive Officer, Chief Financial Officer
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DATE: March 27, 2014
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/s/ Jeffrey E. Eberwein
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By:
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Jeffrey E. Eberwein
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Its:
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President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive and Financial Officer)
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DATE: March 27, 2014
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/s/ Kyle Hartley
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By:
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Kyle Hartley
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Its:
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Director
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/s/ Ramirez Jimenez International CPAs
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Irvine, California
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March 27, 2014
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Year ended
December 31,
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2013
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2012
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ASSETS
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||||||||
Current Assets:
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||||||||
Cash and cash equivalents
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$
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450
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$
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486
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Total current assets
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450
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486
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Total Assets
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$
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450
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$
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486
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Current Liabilities:
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Accounts payable and accrued liabilities
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$
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34,580
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$
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10,372
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Loans from officers
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-
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3,000
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||||||
Total current liabilities
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34,580
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13,372
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Stockholders’ Equity (deficit):
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Preferred stock, without par value; 1,000,000 shares authorized, none issued and outstanding
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-
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-
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||||||
Common stock, without par value; 300,000,000 shares authorized; 13,867,633 shares issued
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9,862,150
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9,862,150
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||||||
Accumulated deficit
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(8,801,763)
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(8,780,519
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)
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|||||
Less treasury stock at cost, 354,300 shares
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(1,094,517
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)
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(1,094,517
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)
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Total stockholders’ deficit
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(34,130
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)
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(12,886
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)
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Total Liabilities and Stockholders’ Deficit
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$
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450
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$
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486
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Year ended
December 31,
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||||||||
2013
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2012
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|||||||
Operating Expenses:
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General and administrative
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$
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46,244
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$
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27,382
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Total Operating Expenses
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46,244
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27,382
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||||||
Other income
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25,000
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-
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Net Loss
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$
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(21,244
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)
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$
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(27,382
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)
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Basic and diluted loss per share:
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$
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-
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$
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-
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||||
Weighted average shares outstanding:
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||||||||
Basic
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13,513
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13,406
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||||||
Diluted
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13,513
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13,406
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Common Stock
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Treasury Stock
(At Cost)
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Total
Stockholders’
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||||||||||||||||||||||
Shares
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Amount
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Shares
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Amount
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Accumulated Deficit
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Equity (Deficit)
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|||||||||||||||||||
Balance at December 31, 2011
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12,367
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$
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9,838,150
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(354
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)
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$
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(1,094,517
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)
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$
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(8,753,137
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)
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$
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(9,504
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)
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||||||||||
Issuance of common stock
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1,500
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24,000
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-
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-
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-
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24,000
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||||||||||||||||||
Net loss
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-
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-
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-
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-
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(27,382
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)
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(27,382
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)
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||||||||||||||||
Balance at December 31, 2012
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13,867
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$
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9,862,150
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(354
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)
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$
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(1,094,517
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)
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$
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(8,780,519
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)
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$
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(12,886
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)
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||||||||||
Issuance of common stock
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6,787
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100,000
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-
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-
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-
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100,000
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||||||||||||||||||
Redemption of common stock
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(6,787)
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(100,000)
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-
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-
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-
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(100,000)
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||||||||||||||||||
Net loss
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(21,244)
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(21,244)
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||||||||||||||||||||||
Balance at December 31, 2013
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13,867
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$
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9,862,150
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(354
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)
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$
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(1,094,517
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)
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$
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(8,801,763
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)
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$
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(34,130
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)
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Year ended
December 31,
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||||||||
2013
|
2012
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|||||||
Cash flows from operating activities:
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||||||||
Net loss
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$
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(21,244
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)
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$
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(27,382
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)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Gain on forgiveness of debt
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(10,000
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)
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-
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|||||
Changes in operating assets and liabilities:
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||||||||
Accounts payable and accrued liabilities
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24,208
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1,475
|
||||||
Net cash used in operating activities
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(7,036)
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(25,907
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)
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|||||
Cash flows from financing activities:
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||||||||
Proceeds from loans from officers
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20,500
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3,000
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||||||
Repayment of loans from officers
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(13,500
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)
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-
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|||||
Issuance of common stock for cash
|
100,000
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19,000
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||||||
Redemption of common stock
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(100,000
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)
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-
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|||||
Net cash provided by financing activities
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7,000
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22,000
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||||||
Net decrease in cash and cash equivalents
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(36
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)
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(3,907
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)
|
||||
Cash and cash equivalents:
|
||||||||
Beginning of period
|
486
|
4,393
|
||||||
End of period
|
$
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450
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$
|
486
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
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$
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-
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$
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-
|
||||
Income taxes
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$
|
-
|
$
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-
|
||||
Supplemental disclosure of non-cash financing activity:
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||||||||
Repayment of loans from officers through the issuance of common stock
|
$
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-
|
$
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5,000
|
Year ended
December 31,
|
||||||||
2013
|
2012
|
|||||||
Legal and accounting costs
|
$
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34,580
|
$
|
10,372
|
||||
Total
|
$
|
34.580
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$
|
10,372
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/s/ Ramirez Jimenez International CPAs
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Irvine, California
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March 27, 2014
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1.
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I have reviewed this annual report on Form 10-K of the registrant for the period ended December 31, 2013;
|
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2.
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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;
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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 registrant as of, and for, the periods presented in this report;
|
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4.
|
The registrant’s other certifying officer 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 registrant 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 registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
|
/s/ Jeffrey E. Eberwein
|
|
By: Jeffrey E. Eberwein
|
|
Its: Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of the registrant”) for the period ended December 31, 2013;
|
|
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 registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’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 registrant 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 registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
|
/s/ Jeffrey E. Eberwein
|
|
By: Jeffrey E. Eberwein
|
|
Its: Chief Financial Officer
|
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 results of operations of the Company.
|
/s/ Jeffrey E. Eberwein
|
|
By: Jeffrey E. Eberwein
|
|
Its: Chief Executive Officer and Chief Financial Officer
|
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Accounts Payable And Accrued Liabilities
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2013
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Accounts Payable And Accrued Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | Accounts payable and accrued liabilities as of December 31, 2013 and 2012 consist of the following:
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