x
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QUARTERLY REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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¨
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TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE EXCHANGE
ACT
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Nevada
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26-0287664
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|
(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Large
accelerated
filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer ¨
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Smaller
reporting
company x
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Page
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PART
I - FINANCIAL INFORMATION
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|
Item
1. Financial Statements
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1
|
Item
2. Management’s Discussion and Analysis or
Plan of Operation
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9
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Item
3. Quantitative and Qualitative Disclosures
About Market Risk
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17
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Item
4. Controls and Procedures
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17
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PART
II - OTHER INFORMATION
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|
Item
1. Legal Proceedings
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18
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Item
2. Unregistered Sales of Equity Securities
and Use of Proceeds
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18
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Item
3. Defaults Upon Senior
Securities
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18
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Item
4. Submission of Matters to a Vote of
Security Holders
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18
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Item
5. Other Information
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18
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Item
6. Exhibits
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18
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SIGNATURES
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(Unaudited)
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||||||||
September 30, 2009
|
December 31, 2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
& cash equivalents
|
$ | 710,060 | $ | 580,055 | ||||
Prepaid
expenses
|
19,144 | 16,929 | ||||||
Total
Current Assets
|
729,204 | 596,984 | ||||||
PROPERTY
& EQUIPMENT
|
||||||||
Machinery
& equipment
|
1,372 | 1,372 | ||||||
Furniture
& fixtures
|
27,056 | 27,056 | ||||||
Computer
equipment
|
22,268 | 17,564 | ||||||
Leasehold
improvements
|
94,914 | 94,914 | ||||||
145,610 | 140,906 | |||||||
Less
accumulated depreciation
|
(54,955 | ) | (13,126 | ) | ||||
Net
Property & Equipment
|
90,655 | 127,780 | ||||||
OTHER
ASSETS
|
||||||||
Patent
|
53,376 | 25,829 | ||||||
Trademark
|
4,467 | 4,467 | ||||||
Security
deposit
|
9,650 | 9,650 | ||||||
Total
Other Assets
|
67,493 | 39,946 | ||||||
TOTAL
ASSETS
|
$ | 887,352 | $ | 764,710 | ||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$ | 354 | $ | 17,871 | ||||
Accrued
expenses
|
8,002 | 21,883 | ||||||
Credit
card payable
|
291 | 2,307 | ||||||
Other
payables
|
5,592 | 28,420 | ||||||
TOTAL
LIABILITIES
|
14,239 | 70,481 | ||||||
SHAREHOLDERS'
EQUITY
|
||||||||
Preferred
stock, $0.0001 par value; 50,000 authorized preferred
shares
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- | - | ||||||
Common
stock, $0.0001 par value; 500,000,000 authorized common shares
154,957,925 and 144,180,050 shares issued and outstanding
|
15,496 | 14,418 | ||||||
Additional
paid in capital
|
6,022,130 | 1,827,980 | ||||||
Common
stock subscription payable
|
804,672 | 804,200 | ||||||
Deficit
accumulated during the development stage
|
(5,969,185 | ) | (1,952,369 | ) | ||||
TOTAL
SHAREHOLDERS' EQUITY
|
873,113 | 694,229 | ||||||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
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$ | 887,352 | $ | 764,710 |
From Inception
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||||||||||||||||||||
June 1, 2007
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||||||||||||||||||||
Three Months Ended
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Nine Months Ended
|
through
|
||||||||||||||||||
September 30, 2009
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September 30, 2008
|
September 30, 2009
|
September 30, 2008
|
September 30, 2009
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||||||||||||||||
REVENUE
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Selling
& marketing expense
|
85,436 | 144,829 | 395,587 | 201,560 | 726,596 | |||||||||||||||
Administrative
expense
|
374,137 | 246,145 | 1,259,937 | 585,551 | 2,636,565 | |||||||||||||||
Research
& development
|
68,641 | 78,310 | 290,553 | 190,094 | 561,249 | |||||||||||||||
Stock
compensation expense
|
2,029,650 | - | 2,029,650 | - | 2,029,650 | |||||||||||||||
Depreciation
& amortization expense
|
13,943 | 494 | 41,829 | 1,062 | 54,955 | |||||||||||||||
TOTAL
OPERATING EXPENSES
|
2,571,807 | 469,778 | 4,017,556 | 978,267 | 6,009,015 | |||||||||||||||
LOSS
FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSE)
|
(2,571,807 | ) | (469,778 | ) | (4,017,556 | ) | (978,267 | ) | (6,009,015 | ) | ||||||||||
OTHER
INCOME/(EXPENSE)
|
||||||||||||||||||||
Interest
income
|
4 | 18 | 26 | 3,838 | 13,665 | |||||||||||||||
Dividend
income
|
31 | 5,967 | 800 | 19,387 | 26,519 | |||||||||||||||
Capital
gains
|
- | - | - | - | 107 | |||||||||||||||
Penalties
|
- | - | (86 | ) | - | (86 | ) | |||||||||||||
Interest
expense
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- | - | - | - | (375 | ) | ||||||||||||||
- | - | |||||||||||||||||||
TOTAL
OTHER INCOME
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35 | 5,985 | 740 | 23,225 | 39,830 | |||||||||||||||
NET
LOSS
|
$ | (2,571,772 | ) | $ | (463,793 | ) | $ | (4,016,816 | ) | $ | (955,042 | ) | $ | (5,969,185 | ) | |||||
BASIC
AND DILUTED LOSS PER SHARE
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$ | (0.02 | ) | $ | (0.00 | ) | $ | (0.03 | ) | $ | (0.01 | ) | ||||||||
WEIGHTED-AVERAGE
COMMON SHARES OUTSTANDING BASIC AND DILUTED
|
151,294,355 | 143,430,050 | 148,101,105 | 143,430,050 |
Deficit
|
||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||
Additional
|
Common
|
during the
|
||||||||||||||||||||||
Common stock
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Paid-in
|
Stock
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Total
|
|||||||||||||||||||
Balance
at December 31, 2008
|
144,180,050 | $ | 14,418 | $ | 1,827,980 | $ | 804,200 | $ | (1,952,369 | ) | $ | 694,229 | ||||||||||||
Issuance
of common stock for cash in April 2009 (4,521,000 shares issued at $0.20
per share) (unaudited)
|
4,521,000 | 452 | 903,748 | (804,200 | ) | - | 100,000 | |||||||||||||||||
Common
stock subscription payable (unaudited)
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- | - | - | 1,151,350 | - | 1,151,350 | ||||||||||||||||||
Issuance
of common stock for cash in July 2009 (5,756,750 shares issued at $0.20
per share) (unaudited)
|
5,756,750 | 576 | 1,150,774 | (1,151,350 | ) | - | - | |||||||||||||||||
Issuance
of common stock for cash in July 2009 (203,636 shares issued at $0.22 per
share) (unaudited)
|
203,636 | 20 | 44,780 | - | - | 44,800 | ||||||||||||||||||
Issuance
of common stock for cash in August 2009 (336,489 shares issued at $0.22
per share) (unaudited)
|
296,489 | 30 | 65,198 | - | - | 65,228 | ||||||||||||||||||
Common
stock subscription payable (unaudited)
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- | - | - | 804,672 | - | 804,672 | ||||||||||||||||||
Stock
compensation expense (unaudited)
|
- | - | 2,029,650 | - | - | 2,029,650 | ||||||||||||||||||
Net
Loss for the nine months ended September 30, 2009
(unaudited)
|
- | - | - | - | (4,016,816 | ) | (4,016,816 | ) | ||||||||||||||||
Balance
at September 30, 2009 (unaudited)
|
154,957,925 | $ | 15,496 | $ | 6,022,130 | $ | 804,672 | $ | (5,969,185 | ) | $ | 873,113 |
From Inception
|
||||||||||||
June 1, 2007
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||||||||||||
Nine Months Ended
|
through
|
|||||||||||
September 30, 2009
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September 30, 2008
|
September 30, 2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (4,016,816 | ) | $ | (955,042 | ) | $ | (5,969,185 | ) | |||
Adjustment
to reconcile net loss to net cash used in operating
activities
|
||||||||||||
Depreciation
& amortization
|
41,829 | 1,062 | 54,955 | |||||||||
Contributed
capital by investor
|
- | - | 375 | |||||||||
Common
stock issued for services
|
- | - | 5,000 | |||||||||
Stock
compensation expense
|
2,029,650 | - | 2,029,650 | |||||||||
Changes
in Assets and Liabilities
|
||||||||||||
(Increase)
Decrease in:
|
||||||||||||
Prepaid
expenses
|
(2,215 | ) | (22,701 | ) | (19,144 | ) | ||||||
Other
assets
|
- | (9,000 | ) | (9,650 | ) | |||||||
Increase
(Decrease) in:
|
||||||||||||
Accounts
payable
|
(17,517 | ) | 3,609 | 354 | ||||||||
Accrued
expenses
|
(13,881 | ) | (10,877 | ) | 8,002 | |||||||
Credit
card payable
|
(2,016 | ) | 410 | 291 | ||||||||
Payroll
taxes payable
|
(22,828 | ) | (4,739 | ) | 5,592 | |||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(2,003,794 | ) | (997,278 | ) | (3,893,760 | ) | ||||||
CASH
FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||||||
Improvements
to building
|
- | (69,623 | ) | - | ||||||||
Patent
and trademark expenditures
|
(27,547 | ) | (22,267 | ) | (57,843 | ) | ||||||
Purchase
of fixed assets
|
(4,704 | ) | (35,100 | ) | (145,610 | ) | ||||||
NET
CASH USED BY INVESTING ACTIVITIES
|
(32,251 | ) | (126,990 | ) | (203,453 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
from common stock subscription payable
|
1,956,022 | 848,000 | 2,760,222 | |||||||||
Proceeds
for issuance of common stock, net
|
210,028 | (23,952 | ) | 2,047,051 | ||||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
2,166,050 | 824,048 | 4,807,273 | |||||||||
NET
INCREASE/(DECREASE) IN CASH
|
130,005 | (300,220 | ) | 710,060 | ||||||||
CASH
& CASH EQUIVALENTS, BEGINNING OF PERIOD
|
580,055 | 1,267,670 | - | |||||||||
CASH
& CASH EQUIVALENTS, END OF PERIOD
|
$ | 710,060 | $ | 967,450 | $ | 710,060 | ||||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
Taxes
paid
|
$ | 800 | $ | 800 | $ | - | ||||||
SUPPLEMENTAL
SCHEDULE OF NON-CASH TRANSACTIONS
|
||||||||||||
Stock
issued for marketing services
|
$ | - | $ | - | $ | 105,705 |
1.
|
Basis of
Presentation
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
3.
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CAPITAL
STOCK
|
4.
|
STOCK
OPTIONS AND WARRANTS
|
2009
|
||||
Risk
free interest rate
|
2.29
|
%
|
||
Stock
volatility factor
|
1
|
%
|
||
Weighted
average expected option life
|
5
years
|
|||
Expected
dividend yield
|
None
|
2009
|
||||||||
Weighted
|
||||||||
Number
|
average
|
|||||||
of
|
exercise
|
|||||||
Options
|
price
|
|||||||
Outstanding,
beginning of period
|
- | $ | - | |||||
Granted
|
3,600,000 | 0.32 | ||||||
Exercised
|
- | - | ||||||
Expired
|
- | - | ||||||
Outstanding,
end of period
|
3,600,000 | $ | 0.32 | |||||
Exercisable
at the end of period
|
67,500 | $ | 0.32 | |||||
Weighted
average fair value of
|
||||||||
options
granted during the period
|
$ | 0.32 |
4.
|
STOCK
OPTIONS AND WARRANTS (Continued)
|
2009
|
||||
Risk
free interest rate
|
2.43%
- 2.5
|
% | ||
Stock
volatility factor
|
1
|
% | ||
Weighted
average expected option life
|
5
years
|
|||
Expected
dividend yield
|
None
|
Period
End
|
||||||||
September
30, 2009
|
||||||||
Weighted
|
||||||||
average
|
||||||||
exercise
|
||||||||
Options
|
price
|
|||||||
Outstanding
-beginning of period
|
- | $ | - | |||||
Granted
|
11,150,000 | 0.31 | ||||||
Exercised
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Outstanding
- end of period
|
11,150,000 | $ | 0.31 |
5.
|
INCOME
TAXES
|
|
The
Company files income tax returns in the U.S. Federal jurisdiction, and the
state of California. With few exceptions, the Company is no longer subject
to U.S. federal, state and local, or non-U.S. income tax examinations by
tax authorities for years before
2006.
|
|
Deferred
income taxes have been provided by temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for tax purposes. To the extent allowed by
GAAP, we provide valuation allowances against the deferred tax assets for
amounts when the realization is
uncertain.
|
|
Included
in the balance at September 30, 2009, are no tax positions for which the
ultimate deductibility is highly certain but for which there is
uncertainty about the timing of such deductibility. Because of
the impact of deferred tax accounting, other than interest and penalties,
the disallowance of the shorter deductibility period would not affect the
annual effective tax rate but would accelerate the payment of cash to the
taxing authority to an earlier
period.
|
|
The
Company's policy is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating
expenses.
|
6.
|
SUBSEQUENT
EVENT
|
●
|
business
strategy;
|
|
|
●
|
financial
strategy;
|
|
●
|
intellectual
property;
|
|
●
|
production;
|
|
●
|
future
operating results; and
|
|
●
|
plans,
objectives, expectations and intentions contained in this report that are
not historical.
|
|
1.
|
On
July 28, 2007, to protect the intellectual property rights for “Algae
Growth System for Oil Production”. The inventors listed on the patent
application are Nicholas Eckelberry and T. Riggs Eckelberry, the Company’s
founders. We are listed as the assignee. We have not received any
correspondence from the USPTO, with respect to this patent
application.
|
|
2.
|
On
May 23, 2008, to protect the intellectual property rights for “Apparatus
And Method For Optimizing Photosynthetic Growth In a Photo Bioreactor”.
The inventors listed on the patent application are Steven Shigematsu and
Nicholas Eckelberry. We are listed as the assignee. We have not received
any correspondence from the USPTO, with respect to this patent
application.
|
|
3.
|
On
May 30, 2008, to protect the intellectual property rights for “Modular
Portable Photobioreactor System”. The inventors listed on the patent
application are Steven Shigematsu and Nicholas Eckelberry. We are listed
as the assignee. We have not received any correspondence from the USPTO,
with respect to this patent
application.
|
|
4.
|
On
June 16, 2008, to protect the intellectual property rights for “In-Line
Lysing And Extraction System For Microorganisms”. The inventors listed on
the patent application are Steven Shigematsu and Nicholas Eckelberry. We
are listed as the assignee. We have not received any correspondence from
the USPTO, with respect to this patent
application.
|
|
5.
|
On
July 16, 2008, to protect the intellectual property rights for “Renewable
Carbon Sequestering Method Of Producing Pollution Free Electricity”. The
inventor listed on the patent application is Steven Shigematsu. We are
listed as the assignee. We have not received any correspondence from the
USPTO, with respect to this patent
application.
|
|
6.
|
On
January 6, 2009, to protect the intellectual property rights for
“Apparatus And Method For Optimizing Photosynthetic Growth In A
Photobioreactor”. The inventor listed on the patent application is
Nicholas Eckelberry. We are listed as the assignee. We have not received
any correspondence from the USPTO, with respect to this patent
application.
|
|
7.
|
On
April 17, 2009, to protect the intellectual property rights for “Device
and Method for Separation, Cell Lysing and Flocculation of Algae From
Water”. The inventor listed on the patent application is Nicholas
Eckelberry. We are listed as the assignee. We have not received any
correspondence from the USPTO, with respect to this patent
application.
|
|
8.
|
On
July 13, 2009, a provisional filing to protect the intellectual property
rights for “Algae Growth Lighting and Control System”. The inventors
listed on the patent application are Scott Fraser, Vikram Pattarkine,
Ralph Anderson and Nicholas Eckelberry. We are listed as the assignee. We
have not received any correspondence from the USPTO, with respect to this
patent application.
|
|
9.
|
On
July 26, 2009, a provisional filing to protect the intellectual property
rights for “Procedure For Extraction Of Lipids From Algae Without Cell
Sacrifice”. The inventors listed on the patent application are Paul Reep
and Scott Fraser. We are listed as the assignee. We have not received any
correspondence from the USPTO, with respect to this patent
application.
|
10.
|
On
30 September, 2009, a provisional filing to protect the intellectual
property rights for “Methods and Apparatus for Growing Algae on a Solid
Surface”. The inventors listed on the patent application are and Scott
Fraser and Vikram Pattarkine. We are listed as the assignee. We have not
received any correspondence from the USPTO, with respect to this patent
application.
|
Exhibit No.
|
Title
of Document
|
Location
|
||
3.1
|
Articles
of Incorporation
|
(1)
|
||
3.3
|
By-laws
|
(2)
|
||
31.1
|
Certification
by Chief Executive Officer and Chief Financial Officer, required by Rule
13a-14(a) or Rule 15d-14(a) of the Exchange Act.
|
Attached
|
||
32.1
|
|
Certification
by Chief Executive Officer and Chief Financial Officer, required by Rule
13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of
Chapter 63 of Title 18 of the United States Code.
|
|
Attached
|
(1)
|
Incorporated by reference to the
Company’s Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission on March 24,
2008
|
(2)
|
Incorporated by reference to the
Company’s Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission on December 11,
2007.
|
ORIGINOIL,
INC.
|
|
By:
|
/s/ T Riggs Eckelberry
|
T
Riggs Eckelberry
|
|
Chief
Executive Officer (Principal Executive Officer)
|
|
and Acting Chief Financial Officer (Principal Accounting and Financial Officer)
|
|
November
20, 2009
|