Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HDS INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
10 Dorrance Street, Suite 700
Providence, Rhode Island 02093
401-400-0028
(Address of Principal and Telephone Number of Executive Offices)
2012 Non-Qualified Stock Option Plan
(Full title of the plans)
Resident Agency National, Inc.
377 South Nevada Street
Carson City, Nevada 89703
(Name and address of agent for service)
775-882-4283
(Telephone number, including area code, of agent for service)
Copies to:
Conrad C. Lysiak, Esq.
The Law Office of Conrad C. Lysiak, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):
| | Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
| | Non-accelerated Filer | [ ] | Smaller Reporting Company | [X] |
| | (Do not check if a smaller reporting company) | | |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee (2) |
| | | | | | | | |
Common Stock, par value $0.001 per share | 30,000,000 | $ | 0.05 | $ | 1,500,000 | $ | 171.90 |
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the non-qualified stock option plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by HDS International Corp., a Nevada corporation (the “Company” or the “Registrant”), and the HDS INTERNATIONAL CORP. 2012 Non-Qualified Stock Option Plan (the “Plan”) relating to 30,000,000 shares of its Common Stock, par value $0.001 per share (the “Common Stock”), to be offered and sold to accounts of eligible persons of the Company under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating employees and other eligible parties as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference the following:
a) Our last Form 10-K filed with the Securities and Exchange Commission (“SEC”).
| | b) | All other reports, proxy statements and information statements filed subsequent to the foregoing Form 10-K to pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). |
ITEM 4. DESCRIPTION OF SECURITIES.
Our authorized capital stock consists of 2,000,000,000 shares of common stock, with a par value of $0.001 per share, and 50,000,000 shares of preferred stock, with a par value of $0.001 per share, issuable in one of more series. As of February 8, 2012, there were 347,380,000 shares of our common stock issued and outstanding and 7,500,000 shares of Class A Preferred Stock issued and outstanding. Our shares are held by 15 shareholders of record.
Common Stock
Each share of Common Stock shall have, for all purposes one (1) vote per share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefore. The holders of Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Common Stock or approval of the common shareholders is required or requested.
Preferred Stock
We are authorized to issue up to 50,000,000 shares of preferred stock. The shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized, by resolution adopted and filed in accordance with law, to provide for the issue of such series of shares of preferred stock. Each series of shares of preferred stock:
| | (a) | may have such voting powers, full or limited, or may be without voting powers; |
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| | (b) | may be subject to redemption at such time or times and at such prices as determine by the Board of Directors; |
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| | (c) | may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; |
| | | |
| | (d) | may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; |
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| | (e) | may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments; |
| | | |
| | (f) | may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; |
| | | |
| | (g) | may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and |
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| | (h) | may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall be stated in said resolution or resolutions providing for the issue of such shares of preferred stock. Shares of preferred stock of any series that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series of shares of preferred stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of preferred stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of preferred stock. |
Class A Preferred Shares. Of the 50,000,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is Twenty Five Million (25,000,000), with a stated par value of $0.001 per share. Of the designated 25,000,000 Class A Preferred Shares, we have issued 7,500,000 shares to Hillwinds Ocean Energy, LLC which is controlled by our sole officer and director, Mr. Recachinas. The designations, powers, preferences, rights and restrictions granted or imposed upon the Class A Preferred Shares and holders thereof are as follows:
(a) Liquidation Preference.
| | (i) | In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Class A Preferred Shares shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount equal to the stated par value less the aggregate amount of all prior distributions to its Preferred Shareholders made to holders of all classes of Preferred Shares, plus any accrued previously declared but unpaid dividends (the amount so determined being hereinafter referred to as the “liquidation Preference”). No distribution shall be made to the holders of the Common Shares upon liquidation, dissolution, or winding up until after the full amount of the Liquidation Preference has been distributed or provided to the holders of the Preferred Shares. |
| | (ii) | If, upon such liquidation, dissolution or winding up the assets thus distributed among the Preferred Shareholders shall be insufficient to permit payment to such shareholders of the full amount of the Liquidation Preference, the entire assets of the Corporation shall be distributed ratably among the holders of all classes of Preferred Shares. |
| | (iii) | In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, when the Corporation has completed distribution of the full Liquidating Preference to the holders of the Class A Preferred Shares, the Class A Preferred Shares shall be considered to have been redeemed, and thereafter, the remaining assets of the Corporation shall be paid in equal amounts on all outstanding shares of Common Stock. |
| | (iv) | A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation shall not be deemed a liquidation, dissolution or winding up within the meaning of this subsection 5.4(a). |
| (b) | Conversion Rights. At any time holders of the Class A Preferred Shares who endorse the share certificates and deliver them together with a written notice of their intent to convert to the corporation at its principal office, shall be entitled to convert such shares and receive twenty (20) shares of Common Stock for each share being converted. Such conversion is subject to the following adjustments, terms, and conditions: |
| | (i) | If the number of outstanding shares of Common Stock has been decreased since the initial issuance of the Class A Preferred Shares (or series having conversion rights (by reason of any split, stock dividend, merger, consolidation or other capital change or reorganization affecting the number of outstanding shares of Common Stock), the number of shares of Common Stock to be issued on conversion to the holders or Class A Preferred Shares shall not be adjusted unless by appropriate amendment of this article. If the number of outstanding shares of Common Stock has been increased since the initial issuance of the Class A Preferred Shares (or series having conversion rights (by reason of any split, stock dividend, merger, consolidation or other capital change or reorganization affecting the number of outstanding shares of Common Stock), the number of shares of Common Stock to be issued on conversion to the holders or Class A Preferred Shares shall equitably be adjusted by appropriate amendment of this article, and other articles as applicable. |
| | (ii) | Shares converted under this article shall not be reissued. The corporation shall at all times reserve and keep available a sufficient number of authorized but unissued common shares, and shall obtain and keep in effect any required permits to enable it to issue and deliver all common shares required to implement the conversion rights granted herein. |
| | (iii) | No fractional shares shall be issued upon conversion, but the corporation shall pay cash for any fractional shares of Common Stock to which shareholders may be entitled at the fair value of such shares at the time of conversion. The board of directors shall determine such fair value. |
(c) Voting Rights.
| | (i) | Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Class A Preferred Shares shall be entitled to cast that number of votes which is equivalent to the number of shares of Class A Preferred Shares owned by such holder times one hundred (100). The Company shall not, without the affirmative vote or written consent of the holders of at least a majority of the outstanding Class A Preferred Shares (i) authorize or create any additional class or series of stock ranking prior to or on a parity with the Class A Preferred Shares as to the dividends or the distribution of assets upon liquidation, or (ii) change any of the rights, privileges or preferences of the Class A Preferred Shares. |
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| | (ii) | Class Vote. Except as otherwise required by law or as described above, holders of our common stock and Class A Preferred Shares shall vote as a single class on all matters submitted to the stockholders. |
Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control
Our articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a “blank check” preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.
In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director’s authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
On June 29, 2012, the Company issued convertible debentures to non-related parties for $150,000, comprised of payments to the Company of $60,000 on June 29, 2012, and $90,000 due August 3, 2012. Under the terms of the note, the amount owing is unsecured, due interest of 6% per annum, and due on or before December 31, 2013.
The convertible debentures also provide that, so long as the lender is not in default, either party shall have the right to convert all or a portion of the outstanding principal and accrued interest into fully paid and non-assessable shares of our common stock at the rate of one restricted share of common stock for each $0.01 owed.
On August 18, 2011, the Company issued a convertible debenture to a non-related party for $500,000, comprised of payments of $100,000 on August 19, 2011, $150,000 on August 26, 2011, and $250,000 on September 6, 2011. Under the terms of the note, the amount owing is unsecured, due interest of 3% per annum, and due on or before February 19, 2013. As at March 31, 2012, accrued interest of $9,288 has been recorded in accrued liabilities.
The convertible debenture also grants the right of the Company to convert its debt into common shares of the Company at any time at a conversion price of $0.25 per share. For the first payment of $100,000 on August 19, 2011, the Company recorded beneficial conversion of $16,800 relating to the number of convertible shares (400,000 shares) and the excess of the fair value of the share price and the conversion price. No beneficial conversion was recorded for the $150,000 and $250,000 payments, as the fair value of the Company’s share prices was less than the conversion price on the date of issuance. As at March 31, 2012, the Company recorded accretion expense in the first quarter of 2012 of $2,743 resulting in an accumulative accretion expense of $6,874 with a corresponding credit to the long-term note payable.
The 7,500,000 issued and outstanding shares of Class A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each Class A Preferred Share converted. If all of our Class A Preferred Stock was converted into shares of common stock, the number of issued and outstanding shares of common stock of the Company would increase by 150,000,000.
Nevada Anti-Takeover Laws
Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.
Anti-Takeover Provisions
There are no Nevada anti-takeover provisions that currently may have the effect of delaying or preventing a change in control.
Transfer Agent
Our transfer agent is Action Stock Transfer Corp., 2469 E. Fort Union Boulevard, Suite 214, Salt Lake City, Utah 84121. Its telephone number is (801) 274-1088.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to our articles of incorporation and the laws of the state of Nevada, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the state of Nevada.
Regarding indemnification for liabilities arising under the Act which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the SEC, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this Form S-8 Registration Statement:
| Exhibit | | Incorporated by reference | Filed |
| Number | Description of Exhibit | Form | Date | Number | herewith |
| 3.1 | Articles of Incorporation. | S-1 | 3/24/09 | 3.1 | |
| 3.2 | Bylaws. | S-1 | 3/24/09 | 3.2 | |
| 3.3 | Amended and Restated Articles of Incorporation. | 8-K | 6/14/11 | 3.1a | |
| 3.4 | Amended and Restated Articles of Incorporation. | 8-K | 8/17/11 | 3.1 | |
| 5.1 | Opinion of The Law Office of Conrad C. Lysiak, P.S., regarding the legality of the securities being registered. | | | | X |
| 10.1 | Management Agreement between the Company and Mr. Mark Simon dated March 23, 2010. | 10-K | 4/07/10 | 10.1 | |
| 10.2 | Promissory Note issued to Newton Management Ltd. dated September 28, 2010. | 8-K | 10/08/10 | 10.1 | |
| 10.3 | Amended Management Agreement between the Company and Mr. Mark Simon dated October 1, 2010. | 8-K | 11/10/10 | 10.1 | |
| 10.4 | Investors Relations Services Agreement with Blue Chip IR dated October 1, 2010. | 10-Q | 11/15/10 | 10.3 | |
| 10.5 | Share Exchange Agreement with AmeriSure Pharmaceuticals LLC dated May 13, 2011. | 8-K | 5/16/11 | 10.1 | |
| 10.6 | Promissory Note to Amerisure Pharmaceuticals, LLC dated June 20, 2011. | 8-K | 6/29/11 | 10.1 | |
| 10.7 | Promissory Note to Serik Enterprises, Inc. | 8-K | 8/12/11 | 10.1 | |
| 10.8 | Settlement Agreement with Vail International Ltd. | 8-K | 8/12/11 | 10.2 | |
| 10.9 | Settlement Agreement with Newton Management Ltd. | 8-K | 8/12/11 | 10.3 | |
| 10.10 | Settlement Agreement with Mark Simon. | 8-K | 8/12/11 | 10.4 | |
| 10.11 | Settlement Agreement with Carrillo Huettel, LLC. | 8-K | 8/12/11 | 10.5 | |
| 10.12 | Asset Acquisition Agreement. | 8-K | 8/17/11 | 10.1 | |
| 10.13 | Promissory Note with Hillwinds Ocean Energy, LLC. | 8-K | 8/17/11 | 10.2 | |
| 10.14 | Settlement Agreement and General Mutual Release with Serik Enterprises, Inc. | 10-Q | 11/21/11 | 10.14 | |
| 10.15 | Draw Down Convertible Promissory Note. | 10-Q | 11/21/11 | 10.15 | |
| 10.16 | Intellectual Property License Agreement with Hillwinds Energy Development Corporation. | 10-K | 4/16/12 | 10.1 | |
| 10.17 | 2012 Non-Qualified Incentive Stock Option Plan. | | | | X |
| 14.1 | Code of Ethics. | 10-K | 3/29/11 | 14.1 | |
| 23.1 | Consent of M&K CPAs, PLLC. | | | | X |
| 23.2 | Consent of The Law Office of Conrad C. Lysiak, P.S. | | | | X |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form S-8 Registration Statement and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Providence, Rhode Island, on this 17th day of July, 2012.
| | HDS INTERNATIONAL CORP. |
| | | |
| | BY: | TASSOS RECACHINAS |
| | | Tassos Recachinas |
| | | President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors |
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Tassos Recachinas as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date |
| | | |
| TASSOS RECACHINAS | President, Principal Executive Officer, Principal | July 17, 2012 |
| Tassos Recachinas | Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors | |
EXHIBIT INDEX
| Exhibit | | Incorporated by reference | Filed |
| Number | Description of Exhibit | Form | Date | Number | herewith |
| 3.1 | Articles of Incorporation. | S-1 | 3/24/09 | 3.1 | |
| 3.2 | Bylaws. | S-1 | 3/24/09 | 3.2 | |
| 3.3 | Amended and Restated Articles of Incorporation. | 8-K | 6/14/11 | 3.1a | |
| 3.4 | Amended and Restated Articles of Incorporation. | 8-K | 8/17/11 | 3.1 | |
| 5.1 | Opinion of The Law Office of Conrad C. Lysiak, P.S., regarding the legality of the securities being registered. | | | | X |
| 10.1 | Management Agreement between the Company and Mr. Mark Simon dated March 23, 2010. | 10-K | 4/07/10 | 10.1 | |
| 10.2 | Promissory Note issued to Newton Management Ltd. dated September 28, 2010. | 8-K | 10/08/10 | 10.1 | |
| 10.3 | Amended Management Agreement between the Company and Mr. Mark Simon dated October 1, 2010. | 8-K | 11/10/10 | 10.1 | |
| 10.4 | Investors Relations Services Agreement with Blue Chip IR dated October 1, 2010. | 10-Q | 11/15/10 | 10.3 | |
| 10.5 | Share Exchange Agreement with AmeriSure Pharmaceuticals LLC dated May 13, 2011. | 8-K | 5/16/11 | 10.1 | |
| 10.6 | Promissory Note to Amerisure Pharmaceuticals, LLC dated June 20, 2011. | 8-K | 6/29/11 | 10.1 | |
| 10.7 | Promissory Note to Serik Enterprises, Inc. | 8-K | 8/12/11 | 10.1 | |
| 10.8 | Settlement Agreement with Vail International Ltd. | 8-K | 8/12/11 | 10.2 | |
| 10.9 | Settlement Agreement with Newton Management Ltd. | 8-K | 8/12/11 | 10.3 | |
| 10.10 | Settlement Agreement with Mark Simon. | 8-K | 8/12/11 | 10.4 | |
| 10.11 | Settlement Agreement with Carrillo Huettel, LLC. | 8-K | 8/12/11 | 10.5 | |
| 10.12 | Asset Acquisition Agreement. | 8-K | 8/17/11 | 10.1 | |
| 10.13 | Promissory Note with Hillwinds Ocean Energy, LLC. | 8-K | 8/17/11 | 10.2 | |
| 10.14 | Settlement Agreement and General Mutual Release with Serik Enterprises, Inc. | 10-Q | 11/21/11 | 10.14 | |
| 10.15 | Draw Down Convertible Promissory Note. | 10-Q | 11/21/11 | 10.15 | |
| 10.16 | Intellectual Property License Agreement with Hillwinds Energy Development Corporation. | 10-K | 4/16/12 | 10.1 | |
| 10.17 | 2012 Non-Qualified Incentive Stock Option Plan. | | | | X |
| 14.1 | Code of Ethics. | 10-K | 3/29/11 | 14.1 | |
| 23.1 | Consent of M&K CPAs, PLLC. | | | | X |
| 23.2 | Consent of The Law Office of Conrad C. Lysiak, P.S. | | | | X |
