TOT
Energy, Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
20-0715816
|
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(IRS
Employer Identification
Number)
|
Common
Stock, par value $0.001 per share
|
(Title
of class)
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o (Do
not check if a smaller reporting
company)
|
Smaller
reporting company x
|
|
1.
|
correct typographical errors in
the Report of Independent Registered Public Accounting
Firm;
|
|
2.
|
correct the title of Consolidated
Statement of Operations;
|
|
3.
|
correct the Changes in
Stockholders’ Deficiency in Assets report to include fiscal 2008
information;
|
|
4.
|
include additional disclosure in
Note 1 to the Consolidated Financial Statements relating to our accounting
policy for Inventories;
|
|
5.
|
include addition of Note 5. Joint
Ventures to Notes to the Consolidated Financial
Statements;
|
|
6.
|
include additional disclosure on
pages 6, 11 and 22 relating to Mike Zoi’s controlling interest in TGR
Energy, LLC;
|
|
7.
|
provide additional disclosure on
pages 29 and 30 relating to our disclosure controls and procedures and
internal control over financial reporting, including Management’s Report
on Internal Control Over Financial
Reporting;
|
|
8.
|
provide updated and complete five
year biographical information of directors and executive officers on pages
30 and 31;
|
|
9.
|
clarify on page 33 that Mike
Zoi’s deferred compensation is payable on demand and does not accrue
interest;
|
|
10.
|
clarify on page 33 that Curtis
Wolfe received payments for services rendered to the Company by an
affiliated entity due to the limited financial resources of the
Company;
|
|
11.
|
update Exhibit List pursuant to
Item 601 of Regulation S-K;
and
|
|
12.
|
correct dates of management
certifications.
|
13.
|
correct
allocation of fiscal 2009 net loss between TOT Energy, Inc. and
noncontrolling interest.
|
Page
|
|||
No.
|
|||
PART
I
|
|||
Item
1.
|
Business
|
4
|
|
Item
1B.
|
Unresolved
Staff Comments
|
6
|
|
Item
2.
|
Properties
|
6
|
|
Item
3.
|
Legal
Proceedings
|
6
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
6
|
|
PART
II
|
|||
Item
5.
|
Market
for Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
|
7
|
|
Item
6.
|
Selected
Financial Data
|
9
|
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
14
|
|
Item
8.
|
Financial
Statements and Supplementary Data
|
14
|
|
Item
9.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
|
29
|
|
Item
9A(T).
|
Controls
and Procedures
|
29
|
|
Item
9B.
|
Other
Information
|
30
|
|
.
|
PART
III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
30
|
|
Item
11.
|
Executive
Compensation
|
32
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
35
|
|
Item
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
36
|
|
Item
14.
|
Principal
Accounting Fees and Services.
|
37
|
|
PART
IV
|
|||
Item
15.
|
Exhibits,
Financial Statement Schedules
|
38
|
|
Signatures
|
41
|
Fiscal Year
|
Quarter Ended
|
High
|
Low
|
|||||||
2008
|
June
30, 2007
|
$
|
0.14
|
$
|
0.05
|
|||||
September 30, 2007
|
$
|
0.13
|
$
|
0.06
|
||||||
December
31, 2007
|
$
|
0.10
|
$
|
0.08
|
||||||
March
31, 2008
|
$
|
0.14
|
$
|
0.08
|
||||||
2009
|
June
30, 2008
|
$
|
0.12
|
$
|
0.12
|
|||||
September
30, 2008
|
$
|
0.13
|
$
|
0.13
|
||||||
December
31, 2008
|
$
|
0.07
|
$
|
0.07
|
||||||
March
31, 2009
|
$
|
0.30
|
$
|
0.07
|
Plan Category
|
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the first column)
|
|||||||||
Equity
compensation plans approved by security holders.
|
1,200,000
|
$
|
0.25
|
3,975,000
|
March 31, 2008
|
March 31, 2009
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$
|
88,007
|
$
|
99,971
|
||||
Deposits
|
-
|
6,000
|
||||||
Inventories
|
-
|
31,174
|
||||||
Prepaid
expenses and other assets
|
20,500
|
2,220
|
||||||
Total
current assets
|
108,507
|
139,365
|
||||||
Fixed
assets
|
||||||||
Building
|
-
|
160,649
|
||||||
Machinery
and equipment
|
-
|
3,053,933
|
||||||
Less:
accumulated depreciation
|
-
|
(308,452
|
)
|
|||||
Total
fixed assets (net)
|
-
|
2,906,130
|
||||||
Other
Assets
|
||||||||
Accounting
software license
|
1,197
|
-
|
||||||
Total
assets
|
$
|
109,704
|
$
|
3,045,495
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIENCY) IN ASSETS
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable
|
$
|
15,193
|
$
|
51,130
|
||||
Accrued
expenses
|
32,641
|
853,743
|
||||||
Due
to related parties
|
500,000
|
-
|
||||||
Total
liabilities
|
547,834
|
904,873
|
||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
STOCKHOLDERS'
EQUITY (DEFICIENCY) IN ASSETS
|
||||||||
Preferred
stock ($.001 par value, 100,000,000 shares authorized and no shares issued
and outstanding)
|
-
|
-
|
||||||
Common
stock ($.001 par value, 800,000,000 shares authorized and 214,507,773 and
300,583,108 shares issued and outstanding)
|
214,508
|
300,583
|
||||||
Treasury
stock, at cost; 250,000 shares
|
(62,500
|
)
|
(62,500
|
)
|
||||
Paid
in capital
|
5,115,356
|
19,940,319
|
||||||
Accumulated
other comprehensive income
|
-
|
(1,176,614
|
)
|
|||||
Accumulated
deficit
|
(5,705,494
|
)
|
(16,722,953
|
)
|
||||
Noncontrolling
interest
|
-
|
(138,213)
|
||||||
Total
equity
|
(438,130
|
)
|
2,140,622
|
|||||
Total
liabilities and stockholders' equity (deficiency) in
assets
|
$
|
109,704
|
$
|
3,045,495
|
Twelve Months
Ended
March 31,2008
|
Twelve Months
Ended
March 31,2009
|
|||||||
Sales
|
$
|
98
|
$
|
-
|
||||
Cost
of sales
|
-
|
-
|
||||||
Gross
Profit
|
98
|
-
|
||||||
Operating
Expenses
|
||||||||
General
and administrative
|
243
, 111
|
11,231,053
|
||||||
Loss
from operations
|
(243,013
|
)
|
(11,231,053
|
)
|
||||
Non-operating
income (expenses)
|
||||||||
Interest
expense, net
|
(110,464
|
)
|
-
|
|||||
Other
income (expense)
|
-
|
218
|
||||||
Income
from settlements
|
568,
562
|
-
|
||||||
Income
(loss) before income tax provision
|
215,085
|
(11,230,835
|
)
|
|||||
Income
tax provision
|
-
|
-
|
||||||
Net
income (loss)
|
215,085
|
(11,230,835
|
)
|
|||||
Add:
Net loss attributable to the noncontrolling interest
|
-
|
213,378
|
||||||
Net
income (loss) attributable to TOT Energy, Inc.
|
215,085
|
(11,017,457
|
)
|
|||||
Other
comprehensive income (loss)
|
||||||||
Foreign
Currency translation loss
|
-
|
(1,176,614
|
)
|
|||||
Comprehensive
income (loss)
|
||||||||
215,085
|
(12,194,071
|
)
|
||||||
Net
income (loss) per share - basic and diluted
|
$
|
0.00
|
$
|
(0.05
|
)
|
|||
Weighted
average number of common shares outstanding - basic and
diluted
|
104,183,619
|
236,191,569
|
Accumulated
|
Total
|
|||||||||||||||||||||||||||||||||||||||
Additional
|
Other
|
Stockholders'
|
||||||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Treasury
|
Paid
in
|
Comprehensive
|
Non-controlling
|
Accumulated
|
Equity
(Deficiency)
|
|||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Stock
|
Capital
|
Income
|
interest
|
Deficit
|
in Assets
|
|||||||||||||||||||||||||||||||
Balance
at March 31, 2007
|
- | $ | - | 100,757,773 | $ | 100,758 | $ | (62,500 | ) | $ | 1,109,712 | $ | - | $ | - | $ | (5,920,579 | ) | $ | (4,772,609 | ) | |||||||||||||||||||
Stock
options granted
|
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Stock
options vested
|
- | - | - | - | - | 8,000 | - | - | - | 8,000 | ||||||||||||||||||||||||||||||
Shares
issued for debt
|
- | - | 113,500,000 | 113,500 | 3,657,297 | - | - | - | 3,770,797 | |||||||||||||||||||||||||||||||
Related
party debt settlement
|
- | - | - | - | - | 320,597 | - | - | - | 320,597 | ||||||||||||||||||||||||||||||
Shares
issued to former employee
|
- | - | 250,000 | 250 | - | 19,750 | - | - | - | 20,000 | ||||||||||||||||||||||||||||||
Net
income
|
- | - | - | - | - | - | - | - | 215,085 | 215,085 | ||||||||||||||||||||||||||||||
Balance
at March 31, 2008
|
- | $ | - | 214,507,773 | $ | 214,508 | $ | (62,500 | ) | $ | 5,115,356 | $ | - | $ | - | $ | (5,705,496 | ) | $ | (438,132 | ) | |||||||||||||||||||
Stock
options granted
|
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Stock
options vested
|
- | - | - | - | - | 31,296 | - | - | - | 31,296 | ||||||||||||||||||||||||||||||
Shares
issued pursuant to TOT-SIBBNS joint venture
|
- | - | 3,000,000 | 3,000 | - | 4,372,480 | - | 44,190 | - | 4,375,480 | ||||||||||||||||||||||||||||||
Shares
issued for services pursuant to formation of Korlea-TOT
|
- | - | 350,000 | 350 | - | 45,150 | - | 30,975 | - | 45,500 | ||||||||||||||||||||||||||||||
Shares
and warrants to be issued pursuant to subscription
agreement
|
- | - | 82,725,335 | 82,725 | - | 10,376,037 | - | - | - | 10,458,762 | ||||||||||||||||||||||||||||||
Foreign
currency exchange
|
- | - | - | - | - | - | (1,176,614 | ) | - | - | (1,176,614 | ) | ||||||||||||||||||||||||||||
Net
loss
|
- | - | - | - | - | - | - | (213,378 | ) | (11,017,457 | ) | (11,155,669 | ) | |||||||||||||||||||||||||||
Balance
March 31, 2009
|
- | $ | - | 300,583,108 | $ | 300,583 | $ | (62,500 | ) | $ | 19,940,319 | $ | (1,176,614 | ) | $ | (138,213 | ) | $ | (16,722,953 | ) | $ | 2,140,622 |
March
31, 2008
|
March 31, 2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$
|
215,085
|
$
|
(11,017,457
|
)
|
|||
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||
Depreciation
|
-
|
304,452
|
||||||
Amortization
of accounting software license
|
-
|
1,197
|
||||||
Decrease
in noncontrolling interests
|
-
|
(213,378
|
)
|
|||||
Share
Based Compensation
|
28,000
|
8,881,
051
|
||||||
Non
cash interest expense
|
110,464
|
-
|
||||||
Settlement
of accounts payable
|
(307,651
|
)
|
-
|
|||||
Settlement
of accrued severance
|
(260,911
|
)
|
-
|
|||||
|
||||||||
Changes
in assets and liabilities, net of acquistions
|
|
|||||||
and
the effect of consolidation of equity affiliates:
|
|
|||||||
Prepaid
expenses
|
(15,367
|
)
|
18,280
|
|||||
Software
license
|
(1,197
|
)
|
-
|
|||||
Inventories
|
-
|
(31,174
|
)
|
|||||
Deposits
|
-
|
(6,000
|
)
|
|||||
Accounts
payable
|
(60,222
|
)
|
35,937
|
|||||
Accrued
expenses
|
(178,445
|
)
|
821,101
|
|||||
Total
adjustments
|
(685,329
|
)
|
9,811,466
|
|||||
Net
cash used in operating activities
|
(470,244
|
)
|
(1,205,991
|
)
|
||||
Cash
flows from investing activities:
|
||||||||
Investment
in joint venture Korlea -TOT
|
-
|
-
|
||||||
Purchase
of equipment
|
-
|
(8,643
|
)
|
|||||
Net
cash used in investing activities
|
-
|
(8,643
|
)
|
|||||
Cash
flows from financing activities:
|
||||||||
Contributed
capital from equity investors
|
-
|
1,
017,097
|
||||||
Contributed
capital for Korlea-TOT joint venture
|
-
|
37,561
|
||||||
Increase
in related party payables
|
-
|
117,865
|
||||||
Decrease
in related party payables
|
-
|
-
|
||||||
Note
payable related party
|
558,000
|
-
|
||||||
Net
cash provided by financing activities
|
558,000
|
1
,172,523
|
||||||
|
||||||||
Eff
ect of exchange rate changes on cash
|
-
|
54,075
|
||||||
Net
increase in cash
|
87,756
|
11,965
|
||||||
Cash
at beginning of period
|
251
|
88,007
|
||||||
Cash
at end of period
|
$
|
88,007
|
$
|
99,972
|
||||
Supplemental
Disclosure of Cash Flow Information
|
||||||||
Cash
paid during the year for:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
||||
Income
taxes
|
$
|
-
|
$
|
-
|
||||
Non-cash
investing and financing activities:
|
||||||||
Related
party debt and accrued interest to be exchanged for equity
|
$
|
3,771,047
|
$
|
637,410
|
||||
Common
stock issued to form joint venture TOT-SIBBNS
|
$
|
-
|
$
|
4,375,480
|
||||
Common
stock issued for services provided information of joint venture
Korlea-TOT
|
$
|
-
|
$
|
45,500
|
||||
Common
stock issued pursuant to subscription agreement
|
$
|
-
|
$
|
8,858,514
|
2008
|
2009
|
|||||||
Building
|
$
|
-
|
$
|
160,649
|
||||
Machinery
and Equipment
|
4,000
|
3,053,933
|
||||||
4,000
|
3,214,582
|
|||||||
Less
accumulated depreciation
|
(4,000
|
)
|
(308,452
|
)
|
||||
$
|
-
|
$
|
2,906,130
|
March 31, 2008
|
March 31, 2009
|
|||||||
Professional
Fees
|
$
|
30,000
|
$
|
39,968
|
||||
Taxes
payable
|
—
|
104,535
|
||||||
Accrued
cost of software license
|
2,392
|
—
|
||||||
Accrued
wages
|
—
|
509,090
|
||||||
Other
accrued expenses
|
249
|
200,150
|
||||||
$
|
32,641
|
$
|
853,743
|
ITEM
|
2008
|
2009
|
||||||
Charge
to income (compensation expense)
|
$
|
8,000
|
$
|
31,296
|
||||
Volatility
|
250
|
%
|
323
|
%
|
||||
Stock
price
|
$
|
0.08
|
$
|
0.12
|
||||
Strike
Price
|
$
|
0.25
|
$
|
0.25
|
||||
Option
life
|
5
years
|
7
years
|
||||||
Risk
free rate
|
5.0
|
%
|
3.5
|
%
|
||||
Vesting
|
100%
at grant
|
Options to purchase
100,000 shares are
vested 100% at grant
date. Options to
purchase 1,000,000
shares vest monthly
over 3 years
|
2008
|
2009
|
|||||||
Current
Federal income taxes
|
$
|
-
|
$
|
-
|
||||
Deferred
income tax benefit
|
||||||||
Domestic
|
(215,000
|
)
|
(494,976
|
)
|
||||
Foreign
|
-
|
(153,632
|
)
|
|||||
Valuation
allowance
|
215,000
|
648,608
|
||||||
Total
income tax provision
|
$
|
-
|
$
|
-
|
2008
|
2009
|
|||||||
Net
operating loss carryforwards
|
$
|
1,930,000
|
$
|
2,758,608
|
||||
Accrued
compensation and other
|
180,000
|
509,090
|
||||||
2,110,000
|
3,267,698
|
|||||||
Valuation
allowance for deferred tax assets
|
(2,110,000
|
)
|
(3,267,698
|
)
|
||||
Net
deferred tax asset
|
$
|
-
|
$
|
-
|
2008
|
2009
|
|||||||
U.
S. Federal statutory rate on loss before income taxes
|
34.0
|
%
|
34.0
|
%
|
||||
Benefit
of lower foreign tax rates
|
0.0
|
%
|
-3.0
|
%
|
||||
State
income tax, net of federal tax benefit
|
3.6
|
%
|
3.6
|
%
|
||||
Increase
in valuation allowance
|
-37.6
|
%
|
-34.6
|
%
|
||||
Total
income tax provision
|
0.0
|
%
|
0.0
|
%
|
·
|
Inadequate
Written Policies and Procedures: Based on our management’s review of key
accounting policies and procedures, our management determined that such
policies and procedures were inadequate as of March 31, 2009. Management
identified certain policies and procedures as inadequate and others as
lacking in appropriate documentation. Management is in the process of
enhancing existing policies and procedures and preparing formal written
documentation as appropriate.
|
·
|
Segregation
of Duties: We did not maintain adequate segregation of duties related to
job responsibilities for initiating, authorizing, and recording of certain
transactions as of March 31, 2009. Although we believe that we have
established appropriate transaction approval criteria, we do not have
sufficient personnel to provide an independent review of journal entries,
account analyses, monitoring or adequate risk assessment functions. Due to
this material weakness, there is a reasonable possibility that a material
misstatement in the financial statements would not be prevented or
detected on a timely basis. The Company has attempted to mitigate certain
of these risks by enhancing management’s oversight of various procedures
for initiating, authorizing, and recording of various transactions and
establishing more formal and rigorous written guidelines, policies and
procedures. However, additional measures and personnel are required
primarily with respect to our overseas
operations.
|
·
|
Board
of Directors and Audit Committee: We did not have a functioning
audit committee as of March 31, 2009 due to the lack of a sufficient
number of independent members on our board of directors and that no member
qualifies as a “financial expert” as defined by regulations of the SEC.
Our entire board of directors acted in place of an audit committee.
However, since we do not have a financial expert on our board, the
oversight and monitoring of internal controls and procedures are not
effective.
|
·
|
Testing
of Internal Controls: We have identified deficiencies in our testing of
internal controls within our key business processes, particularly with
respect to our overseas operations. This was primarily due to insufficient
financial and personnel resources during fiscal
2009. Management believes there are control procedures that are
effective in design and implementation within our key business processes.
However, certain of these processes were not formally tested or adequately
documented.
|
·
|
Timeliness
and Adequacy of Financial Reporting Disclosures: Our Chief Executive
Officer and our Chief Financial Officer concluded that the Company's
controls were not effective as of March 31, 2009 due to inherent
weaknesses present in the preparation of financial statements and related
disclosures as a result of the limited financial personnel, information
technology infrastructure and other resources. However, management
believes that given the size and scope of the Company’s business that all
material information was communicated to management within a
time-frame that was adequate for management to make informed business and
reporting decisions.
|
·
|
Internal
Control Monitoring: As a result of the lack of financial and personnel
resources, management’s ability to monitor the design and operating
effectiveness of internal controls is limited. Accordingly,
management’s ability to timely detect, prevent and remediate deficiencies
and potential fraud risks is
inadequate.
|
Name
|
Age
|
Position
|
Year
Appointed
|
|||
Mike
Zoi
|
42
|
CEO,
Director
|
2007
|
|||
Curtis
Wolfe
|
45
|
Secretary,
Director
|
2007
|
|||
Stuart
Murdoch
|
42
|
Director
|
2008
|
|||
Jonathan
New
|
49
|
Chief
Financial Officer
|
2008
|
|
·
|
Selecting and hiring our
independent auditors.
|
|
·
|
Evaluating the qualifications,
independence and performance of our independent
auditors.
|
|
·
|
Approving the audit and non-audit
services to be performed by our independent
auditors.
|
|
·
|
Reviewing the design,
implementation, adequacy and effectiveness of our internal controls and
our critical accounting
policies.
|
|
·
|
Overseeing and monitoring the
integrity of our financial statements and our compliance with legal and
regulatory requirements as they relate to financial statements or
accounting matters.
|
|
·
|
Reviewing with management and our
auditors any earnings announcements and other public announcements
regarding our results of
operations.
|
|
·
|
Preparing the audit committee
report we are required to include in filings with the
Commission.
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards
($)
|
Option
Awards ($)
|
All Other
Compen-
sation ($)
|
Total ($)
|
|||||||||||||||||||
Mike
Zoi, Chief Executive Officer
|
2009
|
$
|
59,391
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
59,391
|
|||||||||||||
2008
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||
Jonathan
New, Chief Financial Officer
|
2009
|
$
|
140,000
|
$
|
20,426
|
$
|
-
|
$
|
21,296
|
$
|
-
|
$
|
181,722
|
|||||||||||||
2008
|
$
|
8,167
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
8,167
|
||||||||||||||
Curtis
Wolfe, Executive Vice President, General Counsel (Resigned
09/30/08)
|
2009
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
10,000
|
$
|
60,500
|
$
|
70,500
|
|||||||||||||
2008
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
15,000
|
$
|
15,000
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option Expiration
Date
|
||||||||||||
Stuart
Murdoch
|
100,000
|
-
|
-
|
$
|
0.25
|
February
7, 2013
|
|||||||||||
Curtis
Wolfe
|
100,000
|
-
|
-
|
$
|
0.25
|
July
8, 2015
|
|||||||||||
Jonathan
New
|
212,963
|
787,037
|
787,037
|
$
|
0.25
|
July
8,
2015
|
Board Member
|
Fees
Earned or
Paid in
Cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compen-
sation ($)
|
Total ($)
|
|||||||||||||||||||||
Mike
Zoi
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||
Stuart Murdoch
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||
Curtis
Wolfe
|
$
|
-
|
$
|
-
|
$
|
10,000
|
$
|
-
|
$
|
-
|
$
|
60,500
|
$
|
70,500
|
Name and Address of Beneficial Owner
|
Amount and
Nature of
Beneficial
owner
(number of
common
shares)
|
Percent of
Class
|
||||||
Mike
Zoi (1)
|
325,357,006
|
95.1
|
%
|
|||||
Stuart
Murdoch (2)
|
100,000
|
*
|
||||||
Curtis
Wolfe (3)
|
100,000
|
*
|
||||||
Jonathan
New (4)
|
212,963
|
*
|
||||||
Directors
and named exec. Officers as as group
|
325,769,969
|
95.1
|
%
|
(1)
|
Includes 283,989,084 shares of
common stock and warrants to purchase 41,362,168 shares of common stock
that are held by TGR over which Mr. Zoi has dispositive and voting
power
|
(2)
|
Reflects shares underlying the
grant of stock options expiring on February 5, 2013 and a strike price of
$0.25 per share.
|
(3)
|
Reflects shares underlying the
grant of stock options expiring on August 12, 2013 and a strike price of
$0.25 per share.
|
(4)
|
Reflects shares underlying stock
options that are currently exercisable. Stock options to purchase
1,000,000 shares of common stock were granted on August 13, 2008 and vest
ratably over 36 months from the date of grant. These options expire
on August 13, 2013 and have a strike price of $0.25. Does not include
grant of common stock subsequent to March 31,
2009.
|
Equity Compensation Plan Information
|
||||||||||||
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
Weighted-
aver age exercise
pric e of
outstanding
options, warrants
and rights
|
Number of
securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
|
||||||||||
Plan category
|
(a)
|
(b)
|
(c)
|
|||||||||
Equity
compensation plans approved by security holders
|
1,200,000
|
$
|
0.25
|
3,975,000
|
Exhibit
Number
|
Description
|
|
2.1
|
Agreement
and Plan of Merger among Ener1 Acquisition Corp., Registrant and Ener1,
Inc., dated as of June 9, 2004, incorporated herein by reference to
Exhibit 2.1 to Splinex’s Registration Statement on Form S-1 filed with the
Commission on June 24, 2004 (Registration No.
333-116817)
|
|
2.2
|
First
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Registrant and Ener1, Inc., dated as of October 13, 2004,
incorporated herein by reference to Exhibit 2.2 to Amendment No, 1 to
Splinex’s Registration Statement on Form S-1 filed with the Commission on
October 15, 2004 (Registration No. 333-116817)
|
|
2.3
|
Second
Amendment to Agreement and Plan of Merger among Ener1 Acquisition Corp.,
Splinex and Ener1, Inc., dated as of December 23, 2004, incorporated
herein by reference to Exhibit 2.3 to Amendment No. 3 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on December
27, 2004 (Registration No. 333-116817)
|
|
3.1
|
Certificate
of Incorporation of Splinex, incorporated herein by reference to Exhibit
3.1 to Splinex’s Registration Statement on Form S-1 filed with the
Commission on June 24, 2004 (Registration No.
333-116817)
|
|
3.2
|
Certificate
of Merger of Splinex, incorporated herein by reference to Exhibit 3.2 to
Amendment No. 3 to Splinex’s Registration Statement on Form S-1 filed with
the Commission on December 27, 2004 (Registration No.
333-116817)
|
|
3.3
|
Bylaws
of Splinex, incorporated herein by reference to Exhibit 3.3 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on June 24,
2004 (Registration No. 333-116817)
|
|
3.4
|
Certificate
of Amendment of Articles of Incorporation, incorporated herein by
reference to Appendix A to Schedule 14C filed with the Commission on
February 11, 2009.
|
|
10.1
|
Bridge
Loan Agreement between Registrant and Ener1 Group, Inc. dated November 2,
2004 incorporated herein by reference to Exhibit 10.13 to Amendment No. 2
to Splinex’s Registration Statement on Form S-1 filed with the Commission
on December 3, 2004 (Registration No. 333-116817)
|
|
3.4
|
Certificate
of Amendment of Articles of Incorporation herin filed by reference to
Appendix A to Schedule 14C filed with the Commission on February 11,
2009.
|
|
10.1
|
Bridge
Loan Agreement between Registrant and Ener1 Group, Inc. dated November 2,
2004 incorporated herein by reference to Exhibit 10.13 to Amendment No. 2
to Splinex’s Registration Statement on Form S-1 filed with the Commission
on December 3, 2004 (Registration No. 333-116817)
|
|
10.2
|
Amendment
to Bridge Loan Agreement between Registrant and Ener1 Group, Inc. dated
November 17, 2004 incorporated herein by reference to Exhibit 10.14 to
Amendment No. 2 to Splinex’s Registration Statement on Form S-1 filed with
the Commission on December 3, 2004 (Registration No.
333-116817)
|
|
10.3
|
Employment
Agreement between Christian Schormann and Splinex dated January 12, 2005,
incorporated herein by reference to Exhibit 10.15 of the Current Report on
Form 8-K filed with the Commission on January 25,
2005.
|
10.4
|
Revolving
Debt Funding Commitment Agreement between Bzinfin, S.A. and Registrant,
dated as of June 9, 2004, incorporated herein by reference to Exhibit
10.1 to Splinex’s Registration Statement on Form S-1 filed with the
Commission on June 24, 2004 (Registration No.
333-116817)
|
|
10.5
|
2004
Stock Option Plan of Registrant, incorporated herein by reference to
Exhibit 10.2 to Splinex’s Registration Statement on Form S-1 filed with
the Commission on June 24, 2004 (Registration No.
333-116817)
|
|
10.6
|
Form of
Stock Option Agreement of Registrant, incorporated herein by reference to
Exhibit 10.3 to Splinex’s Registration Statement on Form S-1 filed with
the Commission on June 24, 2004 (Registration No.
333-116817)
|
|
10.7
|
Sublease
Agreement between Ener1 Group, Inc. and Splinex, LLC, dated as of
November 1, 2003, assigned to Registrant as of April 1, 2004,
incorporated herein by reference to Exhibit 10.4 to Splinex’s Registration
Statement on Form S-1 filed with the Commission on June 24, 2004
(Registration No. 333-116817)
|
|
10.8
|
Contribution
Agreement between Splinex, LLC and Registrant, dated as of April 1,
2004, incorporated herein by reference to Exhibit 10.5 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on June 24,
2004 (Registration No. 333-116817)
|
|
10.9
|
Assignment
and Assumption of Employment Agreements between Splinex, LLC and
Registrant, dated as of April 1, 2004, incorporated herein by
reference to Exhibit 10.6 to Splinex’s Registration Statement on Form S-1
filed with the Commission on June 24, 2004 (Registration No.
333-116817)
|
|
10.10
|
Global
Bill of Sale and Assignment and Assumption Agreement between Splinex, LLC
and Registrant, dated as of April 1, 2004, incorporated herein by
reference to Exhibit 10.7 to Splinex’s Registration Statement on Form S-1
filed with the Commission on June 24, 2004 (Registration No.
333-116817)
|
|
10.11
|
Employment
letter between Gerard Herlihy and Registrant, dated May 20, 2004,
incorporated herein by reference to Exhibit 10.8 to Splinex’s Registration
Statement on Form S-1 filed with the Commission on June 24, 2004
(Registration No. 333-116817)
|
|
10.12
|
Consulting
Agreement between Dr. Peter Novak and Registrant, dated
January 1, 2004, incorporated herein by reference to Exhibit 10.9 to
Splinex’s Registration Statement on Form S-1 filed with the Commission on
June 24, 2004 (Registration No. 333-116817)
|
|
10.13
|
Form
of Employee Innovations and Proprietary Rights Assignment Agreement,
incorporated herein by reference to Exhibit 10.10 to Splinex’s
Registration Statement on Form S-1 filed with the Commission on June 24,
2004 (Registration No. 333-116817)
|
|
10.14
|
Form
of Indemnification Agreement, incorporated herein by reference to Exhibit
10.11 to Amendment No. 3 to Splinex’s Registration Statement on Form S-1
filed with the Commission on December 27, 2004 (Registration No.
333-116817)
|
10.15
|
Employment
Agreement between Michael Stojda and Registrant, dated September 1,
2004, incorporated herein by reference to Exhibit 10.12 to Amendment No. 1
to Splinex’s Registration Statement on Form S-1 filed with the Commission
on October 15, 2004 (Registration No. 333-116817)
|
|
10.16
|
Reseller
Agreement between Waterloo Maple Inc. and TOT Energy, Inc. dated May 27,
2005., incorporated herein by reference to Exhibit 10.1 to Splinex’s
Current Report on Form 8-K, filed with the Commission on June 3,
2005
|
|
10.17
|
Severance
Agreement dated November 21, 2005 by and between Splinex and Michael
Stojda, incorporated by reference to Exhibit 10.1 to Splinex’s Current
Report on Form 8-K, filed with the Commission on November 21,
2005
|
|
10.18
|
Termination
Agreement dated October 17, 2005 by and between Splinex and Christian
Schormann, incorporated by reference to Exhibit 10.2 to Splinex’s Current
Report on Form 8-K, filed with the Commission on November 21,
2005
|
|
10.19
|
First
Amendment to Splinex Technology, Inc. 2004 Stock Option Plan, incorporated
by reference to Exhibit 10.19 to the Annual Report on Form 10-K for the
year ended March 31, 2009, filed with the Commission on June 30,
2009
|
|
10.20
|
Joint
Venture Agreement dated July 16, 2008 by and between the Company and
Evgeni Bogarad, incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K, filed with the Commission on July 23,
2008
|
|
10.21
|
Notarial
Deed dated July 17, 2008 by and between the Company and Korlea Invest
Holding AG, incorporated by reference to Exhibit 10.20 to the Quarterly
Report on Form 10-Q, filed with the Commission on November 18,
2008
|
|
10.22
|
Subscription
Agreement dated August 7, 2008 by and between the Company and TGR Energy,
LLC, incorporated by reference to Exhibit 10.20 to the Quarterly Report on
Form 10-Q, filed with the Commission on November 18,
2008
|
|
14
|
Code
of Ethics, incorporated by reference to Exhibit 10.2 to Splinex’s Annual
Report on Form 10-K for the year ended March 31, 2005, filed with the
Commission on June 30, 2005
|
|
31.1*
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (June 30, 2009)
|
|
31.2*
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (June 30, 2009)
|
|
31.3*
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (June 29, 2010)
|
|
31.4*
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (June 29, 2010)
|
|
32.1*
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (June 30,
2009)
|
|
32.2*
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (June 29,
2010)
|
TOT
Energy, Inc.
|
||
June
29, 2010
|
by:
/S/ Mike Zoi
|
|
Mike
Zoi
|
||
President
and Chief Executive Officer
|
||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated
|
||
June
29, 2010
|
/S/
Mike Zoi
|
|
Mike
Zoi
|
||
President,
Chief Executive Officer and Director
|
||
(Principal
Executive Officer)
|
||
June
29, 2010
|
/S/
Jonathan New
|
|
Jonathan
New
|
||
Chief
Financial Officer
|
||
(Principal
Financial Officer and Principal Accounting Officer)
|
||
June
29, 2010
|
|
|
Stuart
Murdoch
|
||
Director
|
||
June
29, 2010
|
/S/
Curtis Wolfe
|
|
Curtis
Wolfe
|
||
Director
|