NANOFLEX POWER CORPORATION.
17207 N. Perimeter Drive, Suite 210
Scottsdale, Arizona 85255
January 23, 2014
BY EDGAR
Ms. Pamela Long, Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: NanoFlex Power Corporation (the “Company”)
Amendment No.1 to Form 8-K Filed November 25, 2013 (the “8-K”)
Form 10-Q for Fiscal Quarter Ended September 30, 2013 (the “10-Q”)
Filed November 14, 2013
File No. 333-187308
Dear Ms. Long:
Reference is made to your comment letter, dated December 11, 2013, to the Company, relating to the subject filings (the “Comment Letter”). Set forth below are the comments contained in the Comment Letter followed by the Company’s responses thereto:
Amendment No. 1 to Form 8-K
Comment #1:
Summary Business Developments, page 6
| | 1. | We note your response to comment 4 in our letter dated October 25, 2013. Please disclose the duration of your patents. Please also expand your disclosure to identify the foreign jurisdictions in which your patents are granted. |
We have revised the 8-K in response to Comment No. 1 on page 6 of Form 8-K/A Amendment No.2 (the “8-K/A”) as follows:
As of December 13, 2013, the Company had 61 issued patents, 45 pending non-provisional applications and 17 pending provisional applications in the U.S. In addition, the Company had a total of 165 issued patents, 385 pending patent applications and 20 pending PCT applications in countries and regions outside the U.S, including but not limited to Australia, Canada, China, European Patent Convention, Hong Kong, India, Japan, Korea and Taiwan. The duration of all the issued U.S. and foreign patents is 20 years from their respective first effective filing dates.
We have revised the 8-K in response to Comment No. 1 on page 9 of Form 8-K/A Amendment No.2 (the “8-K/A”) as follows:
As of December 13, 2013, the Company had 61 issued patents, 45 pending non-provisional applications and 17 pending provisional applications in the U.S. In addition, the Company had a total of 165 issued patents, 385 pending patent applications and 20 pending PCT applications in countries and regions outside the U.S as set forth in the following table. The duration of all the issued U.S. and foreign patents is 20 years from their respective first effective filing dates.
| Country | | Issued | | Pending |
| Argentina | | 1 | | 0 |
| Australia | | 23 | | 28 |
| Canada | | 2 | | 41 |
| China | | 39 | | 25 |
| Germany | | 7 | | 0 |
| European Patent Convention | | 17 | | 54 |
| Spain | | 6 | | 0 |
| France | | 5 | | 0 |
| Great Britain | | 5 | | 0 |
| Hong Kong | | 23 | | 29 |
| India | | 6 | | 49 |
| Japan | | 9 | | 56 |
| Korea | | 9 | | 42 |
| Mexico | | 3 | | 0 |
| Taiwan | | 10 | | 61 |
| Total | | 165 | | 385 |
| | 2. | We note your response to comment 5 in our letter dated October 25, 2013. Please disclose the basis for your statement that GPEC is a leader in advanced solar cell technologies that have the potential to redefine the solar industry. |
We have revised the 8-K by deleting such statement.
Comment #3:
| | 3. | We note your response to comment 6 in our letter dated October 25, 2013. Please disclose whether you have any current financing plans to support your development goals. |
The Company currently does not have financing plans except for an on-going offering of units of its securities at a per unit price of $1.25 for gross proceeds up to $15,000,000 pursuant to Rule 506(c) of the Regulation D promulgated under the Securities Act of 1933, as amended. Each unit consists of (i) one share of Common Stock and (ii) a five-year warrant to purchase one share of Common Stock at an exercise price of $2.50.
Comment #4:
September 22, 2013 Private Placement of Company Common Stock, page 27
| | 4. | Please disclose the information required by Item 701(c) of Regulation S-K. |
We have revised the 8-K in response to Comment No. 4 on pages 27 of the 8-K/A as the following:
“On September 22, 2013 the Company accepted subscriptions in aggregate gross proceeds of $5,049 to purchase an aggregate of 5,049,113 shares of Common Stock (or 6,058,936 shares after given effect to the Forward Split) to, seven persons, including three of the Company’s four directors (including the Company’s Chief Executive Officer and Chief Operating Officer) as well as the Chief Financial Officer and Chief Financial Officer and Senior Vice President of Corporate Development. The shares were issued pursuant to separate Subscription Agreements between the Company and each purchaser.”
Comment #5:
Exhibits
| | 5. | We note your response to comment 14 in our letter dated October 25, 2013. Please note that any comments regarding your confidential treatment request will be sent under separate cover. |
We will respond accordingly upon receipt of such comment, if any, on our confidential treatment.
Form 10-Q for Fiscal Quarter Ended September 30, 2013
Comment #6:
Financial Statements
Statements of Operations, page 3
| | 6. | On your balance sheet on page 2, you indicate that you had 42,235,302 shares outstanding at September 30, 2013. In this regard, please tell us how you determined that the weighted average common shares outstanding, basic and diluted for the nine-months ended September 30, 2013 was 61,079,624. Please advise. |
Please refer to our analysis and calculation as set forth on Annex I hereto.
Comment #7:
Controls and Procedures, page 15
| | 7. | It does not appear that you performed an evaluation regarding the effectiveness of the design and operation of your disclosure controls and procedures as of the end of the period covered by your report. Please perform a complete effectiveness assessment of your disclosure controls and procedures and disclose your conclusions in an amended Form 10-Q for the period ended September 30, 2013. See Item 307 of Regulation SK. Please ensure that your amended filing includes currently dated management certifications that refer to the Form 10-Q/A. |
We have revised the 10-Q in response to Comment No. 7 on page 15 of the 10-Q/A as follows:
“Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| | |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
| | |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of September 30, 2013, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:
(1) We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness;
(2) The Company’s board of directors has no audit committee, independent director or member with financial expertise which causes ineffective oversight of the Company’s external financial reporting and internal control over financial reporting;
(3) We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness;
(4) We lack the financial infrastructure to account for complex transactions which may result in a greater than normal risk that material errors may occur in the financial statements and not be detected timely; and
(5) We lack qualified resources to perform the internal audit functions properly, and the scope and effectiveness of the internal audit function are yet to be developed. Specifically, the reporting mechanism between the accounting department and the Board of Directors and the CFO was not effective.
The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of September 30, 2013.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We intend to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We will also be working with our independent registered public accounting firm and refining our internal procedures.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and except for below, there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation: on September 24, 2013, Mr. Christopher Conley, our former CEO, CFO and a director of the Company resigned from all his positions as director and/or officer of the Company. Effective on September 24, 2013, Mr. John D. Kuhns was appointed as the Executive Chairman of the Board of Directors of the Company; Mr. Dean L. Ledger was appointed as a Director, Chief Executive Officer of the Company; Mr. Robert J. Fasnacht was appointed as a Director, President, Chief Operating Officer of the Company; Mr. David Wm. Boone was appointed as a Director of the Company; Ms. Amy B. Kornafel was appointed as Chief Financial Officer and Secretary of the Company; and Mr. Joey S. Stone was appointed as Senior Vice President of Corporate Department of the Company. On October 17, 2013, Mr. David Wm. Boone resigned from all his positions with the Company and the Company’s subsidiaries and affiliates.
Subsequent to the period covered by the report, management is implementing measures to remediate the material weaknesses in internal controls over financial reporting described above. Specifically, the CEO, President and the CFO are seeking to improve communications regarding the importance of documentation of their assessments and conclusions of their meetings, as well as supporting analyses. As the business increases, the Company is seeking to hire accounting professionals and it will continue its efforts to create an effective system of disclosure controls and procedures for financial reporting.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.”
Comment #8:
Exhibits 31.1, 31.2 and 31.3
| | 8. | You have replaced the word “report” with “quarterly report” in paragraphs 2, 3, and 4 of your certifications. In future filings, please revise your certifications to use the word “report” instead of the description of the corresponding report. Your certifications should be in the exact form as required in Item 601(b)(31) of Regulation S-K. |
We have revised the 10-Q in response to Comment No. 8 on Exhibits 31.1, 31.2 and 31.3 of the 10-Q/A accordingly.
We hereby acknowledge that:
| | · | the Company is responsible for the adequacy and accuracy of the disclosure in all of its filings; |
| | · | staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and |
| | · | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| | Very truly yours, | |
| | | | |
| | By: | /s/ Robert J. Fasnacht | |
| | Name: | Robert J. Fasnacht | |
| | Title: | President and Chief Operating Officer | |
| | | | |
ANNEX I
| Weighted Average Shares & EPS | | | | | | | | | | |
| | | | | | | | | | | | |
| 9/30/2012 | | | | | | | | | | | | |
| Global Photonic | | | | | | Year Ended 9/30/2012 | |
| | | | | | | | 92 | | | | |
| | | | | | | | Days | | | Days Wtd. | |
| | | | | | | | O/S | | | Avg. | |
| Balance @ | 06/30/12 | | | 12,195,669 | | | | 92 | | | | 12,195,669 | |
| | | | | | | | | | | | | | |
| Warrants Exercised | | | | | | | | | | | | | |
| Eleanor C. Williamson | 7/5/2012 | | | 2,500 | | | | 87 | | | | 2,364 | |
| Barbara K. Burns Revocable Trust, U/I Dated 02/11/2004 | 7/6/2012 | | | 4,000 | | | | 86 | | | | 3,739 | |
| David A. Burns | 7/6/2012 | | | 2,000 | | | | 86 | | | | 1,870 | |
| Jeffrey S. Burns | 7/6/2012 | | | 2,000 | | | | 86 | | | | 1,870 | |
| Michael Wm. Burns | 7/6/2012 | | | 2,000 | | | | 86 | | | | 1,870 | |
| The Burns Partnership, LLC | 7/6/2012 | | | 80,000 | | | | 86 | | | | 74,783 | |
| William J. Burns Residual Trust U/I Dated 02/06/2004 | 7/6/2012 | | | 10,000 | | | | 86 | | | | 9,348 | |
| Ronald B. Foster #1 | 7/12/2012 | | | 340,000 | | | | 80 | | | | 295,652 | |
| David K. and Carol A. Cummings | 7/23/2012 | | | 45,000 | | | | 69 | | | | 33,750 | |
| David P. Cummings | 7/23/2012 | | | 7,500 | | | | 69 | | | | 5,625 | |
| Kevin M Cummings and Jessica Lynn Cummings | 7/23/2012 | | | 15,000 | | | | 69 | | | | 11,250 | |
| Rene J. and Nancy S. Kern | 7/23/2012 | | | 6,000 | | | | 69 | | | | 4,500 | |
| Roger Pedersen | 7/23/2012 | | | 4,000 | | | | 69 | | | | 3,000 | |
| David A. Burns | 8/13/2012 | | | 780 | | | | 48 | | | | 407 | |
| Jeffrey S. Burns | 8/13/2012 | | | 780 | | | | 48 | | | | 407 | |
| Michael Wm. Burns | 8/13/2012 | | | 780 | | | | 48 | | | | 407 | |
| Mary Giannangeli | 9/10/2012 | | | 2,000 | | | | 20 | | | | 435 | |
| Jonathan L. Kasso and Susan Marek Kasso | 9/12/2012 | | | 2,400 | | | | 18 | | | | 470 | |
| Ronald B. Foster #2 | 9/12/2012 | | | 260,000 | | | | 18 | | | | 50,870 | |
| | | | | | | | | | | | | | |
| Common issued to with 2012 debt | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Roger Pederson | 7/6/2012 | | | 6,000 | | | | 86 | | | | 5,609 | |
| David & Carol Cummings | 7/6/2012 | | | 60,000 | | | | 86 | | | | 56,087 | |
| David Cummings | 7/6/2012 | | | 18,000 | | | | 86 | | | | 16,826 | |
| Rene & Nancy Kern | 7/6/2012 | | | 12,000 | | | | 86 | | | | 11,217 | |
| Kevin & Jessica Cummings | 7/6/2012 | | | 12,000 | | | | 86 | | | | 11,217 | |
| | | | | | | | | | | | | | |
| James Maisano | 7/17/2012 | | | 40,000 | | | | 75 | | | | 32,609 | |
| Kasso | 8/22/2012 | | | 4,000 | | | | 39 | | | | 1,696 | |
| Jane Tzortzis | 9/14/2012 | | | 1,000 | | | | 16 | | | | 174 | |
| George Chrachol | 7/16/2012 | | | 3,000 | | | | 76 | | | | 2,478 | |
| James Chmura | 7/16/2012 | | | 1,000 | | | | 76 | | | | 826 | |
| Maciej Gorniak | 7/16/2012 | | | 1,000 | | | | 76 | | | | 826 | |
| Bill Darling | 7/16/2012 | | | 1,000 | | | | 76 | | | | 826 | |
| Blacconeri | 7/16/2012 | | | 2,000 | | | | 76 | | | | 1,652 | |
| Burns Partnership | 7/16/2012 | | | 20,000 | | | | 76 | | | | 16,522 | |
| Gregorio | 7/16/2012 | | | 3,000 | | | | 76 | | | | 2,478 | |
| Total | 9/30/2012 | | | 13,166,409 | | | | | | | | 12,859,327 | |
| | | | | - | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | 6/30/2012 | | | | (9,838,012 | ) |
| | | | | | | | 9/30/2013 | | | | (13,054,356 | ) |
| | Net Loss for the three months Ended 9/30/12 | | | | (3,216,344 | ) |
| | Net Loss Per Share (basic and diluted) | | | | (0.25 | ) |
| Weighted Average Shares & EPS | | | | | | | | | | | | | |
| |
| 9/30/2012 | |
| | | | | | | | | | | | | | |
| Global Photonic | | | | | | | | | Year Ended 9/30/2012 | |
| | | | | | | | | | | 274 | | | | |
| | | | | | | | | | | Days | | | Days Wtd. | |
| | | | Total O/S | | | | | | | O/S | | | Avg. | |
| Balance @ | 12/31/11 | | | 26,454,111 | | | | 5,390,822 | | | | 274 | | | | 5,390,822 | |
| Common issued in PPM | | | | | | | | | | | | | | | | | |
| Valluzo | 1/11/2012 | | | 50,000 | | | | 10,000 | | | | 263 | | | | 9,599 | |
| Smith | 1/18/2012 | | | 50,000 | | | | 10,000 | | | | 256 | | | | 9,343 | |
| Millsups College Else Student Enterpreneurial Fund | 1/24/2012 | | | 12,500 | | | | 2,500 | | | | 250 | | | | 2,281 | |
| Rooklin | 1/30/2012 | | | 5,000 | | | | 1,000 | | | | 244 | | | | 891 | |
| Kalty R.Holder | 3/10/2012 | | | 10,000 | | | | 2,000 | | | | 204 | | | | 1,489 | |
| Stoma | 3/20/2012 | | | 12,500 | | | | 2,500 | | | | 194 | | | | 1,770 | |
| Miller | 4/10/2012 | | | 22,500 | | | | 4,500 | | | | 173 | | | | 2,841 | |
| Ava Campagna | 4/9/2012 | | | 11,125 | | | | 2,225 | | | | 174 | | | | 1,413 | |
| Harry Campagna | 4/9/2012 | | | 11,125 | | | | 2,225 | | | | 174 | | | | 1,413 | |
| Ronald Cacioppo | 4/28/2012 | | | 10,000 | | | | 2,000 | | | | 155 | | | | 1,131 | |
| Edward Rotenburg | 5/1/2012 | | | 5,000 | | | | 1,000 | | | | 152 | | | | 555 | |
| Valluzo | 5/1/2012 | | | 12,500 | | | | 2,500 | | | | 152 | | | | 1,387 | |
| | | | | | | | | | | | | | | | | | |
| Warrants Exercised | | | | | | | | | | | | | | | | | |
| Robert J. and Susan A. Fasnacht | 1/2/2012 | | | 25,000 | | | | 5,000 | | | | 272 | | | | 4,964 | |
| Dennis Giannangeli | 2/22/2012 | | | 25,000 | | | | 5,000 | | | | 221 | | | | 4,033 | |
| Alfred F. Bracher | 5/10/2012 | | | 20,000 | | | | 4,000 | | | | 143 | | | | 2,088 | |
| George R. LaPlante and Barbara E. LaPlante | 5/17/2012 | | | 850,000 | | | | 170,000 | | | | 136 | | | | 84,380 | |
| Frank Bova | 5/22/2012 | | | 50,000 | | | | 10,000 | | | | 131 | | | | 4,781 | |
| Robert S. Miller | 5/22/2012 | | | 50,000 | | | | 10,000 | | | | 131 | | | | 4,781 | |
| BGR Group | 5/29/2012 | | | 150,000 | | | | 30,000 | | | | 124 | | | | 13,577 | |
| Jeni S. Bagnato | 5/29/2012 | | | 12,500 | | | | 2,500 | | | | 124 | | | | 1,131 | |
| D. Allen Moore, Jr. | 6/12/2012 | | | 12,500 | | | | 2,500 | | | | 110 | | | | 1,004 | |
| Harvey T. Stoma | 6/12/2012 | | | 12,500 | | | | 2,500 | | | | 110 | | | | 1,004 | |
| Norman R. Crain | 6/12/2012 | | | 12,500 | | | | 2,500 | | | | 110 | | | | 1,004 | |
| Stephen J. Rotenberg | 6/12/2012 | | | 12,500 | | | | 2,500 | | | | 110 | | | | 1,004 | |
| Edward L. Rotenberg | 6/18/2012 | | | 12,500 | | | | 2,500 | | | | 104 | | | | 949 | |
| Henry N. Saurage, IV | 6/18/2012 | | | 75,000 | | | | 15,000 | | | | 104 | | | | 5,693 | |
| Mark D. Cheairs | 6/18/2012 | | | 25,000 | | | | 5,000 | | | | 104 | | | | 1,898 | |
| Mason S. Brugh and Jennifer E. Brugh | 6/18/2012 | | | 12,500 | | | | 2,500 | | | | 104 | | | | 949 | |
| Amanda Berman | 6/25/2012 | | | 1,250 | | | | 250 | | | | 97 | | | | 89 | |
| Berman | 6/25/2012 | | | 2,500 | | | | 500 | | | | 97 | | | | 177 | |
| Cary Berman | 6/25/2012 | | | 5,000 | | | | 1,000 | | | | 97 | | | | 354 | |
| Samantha Berman | 6/25/2012 | | | 1,250 | | | | 250 | | | | 97 | | | | 89 | |
| Eleanor C. Williamson | 7/5/2012 | | | 12,500 | | | | 2,500 | | | | 87 | | | | 794 | |
| Barbara K. Burns Revocable Trust, U/I Dated 02/11/2004 | 7/6/2012 | | | 20,000 | | | | 4,000 | | | | 86 | | | | 1,255 | |
| David A. Burns | 7/6/2012 | | | 10,000 | | | | 2,000 | | | | 86 | | | | 628 | |
| Jeffrey S. Burns | 7/6/2012 | | | 10,000 | | | | 2,000 | | | | 86 | | | | 628 | |
| Michael Wm. Burns | 7/6/2012 | | | 10,000 | | | | 2,000 | | | | 86 | | | | 628 | |
| The Burns Partnership, LLC | 7/6/2012 | | | 400,000 | | | | 80,000 | | | | 86 | | | | 25,109 | |
| William J. Burns Residual Trust U/I Dated 02/06/2004 | 7/6/2012 | | | 50,000 | | | | 10,000 | | | | 86 | | | | 3,139 | |
| Ronald B. Foster #1 | 7/12/2012 | | | 1,700,000 | | | | 340,000 | | | | 80 | | | | 99,270 | |
| David K. and Carol A. Cummings | 7/23/2012 | | | 225,000 | | | | 45,000 | | | | 69 | | | | 11,332 | |
| David P. Cummings | 7/23/2012 | | | 37,500 | | | | 7,500 | | | | 69 | | | | 1,889 | |
| Kevin M Cummings and Jessica Lynn Cummings | 7/23/2012 | | | 75,000 | | | | 15,000 | | | | 69 | | | | 3,777 | |
| Rene J. and Nancy S. Kern | 7/23/2012 | | | 30,000 | | | | 6,000 | | | | 69 | | | | 1,511 | |
| Roger Pedersen | 7/23/2012 | | | 20,000 | | | | 4,000 | | | | 69 | | | | 1,007 | |
| David A. Burns | 8/13/2012 | | | 3,900 | | | | 780 | | | | 48 | | | | 137 | |
| Jeffrey S. Burns | 8/13/2012 | | | 3,900 | | | | 780 | | | | 48 | | | | 137 | |
| Michael Wm. Burns | 8/13/2012 | | | 3,900 | | | | 780 | | | | 48 | | | | 137 | |
| Mary Giannangeli | 9/10/2012 | | | 10,000 | | | | 2,000 | | | | 20 | | | | 146 | |
| Jonathan L. Kasso and Susan Marek Kasso | 9/12/2012 | | | 12,000 | | | | 2,400 | | | | 18 | | | | 158 | |
| Ronald B. Foster #2 | 9/12/2012 | | | 1,300,000 | | | | 260,000 | | | | 18 | | | | 17,080 | |
| Common issued for warrant exchange | | | | | | | | | | | | | | | | | |
| Alfred N. Kandell, Jr. and Cynthia B. Kandell | 1/6/2012 | | | 52,500 | | | | 10,500 | | | | 268 | | | | 10,270 | |
| Catherine B. Sirawsky | 1/6/2012 | | | 27,500 | | | | 5,500 | | | | 268 | | | | 5,380 | |
| Kathryn M. Evans | 1/12/2012 | | | 50,000 | | | | 10,000 | | | | 262 | | | | 9,562 | |
| Sherry Morganstein | 1/12/2012 | | | 25,000 | | | | 5,000 | | | | 262 | | | | 4,781 | |
| Arthur G. Nahas, DO | 1/23/2012 | | | 3,000 | | | | 600 | | | | 251 | | | | 550 | |
| David A. Burns | 1/23/2012 | | | 14,000 | | | | 2,800 | | | | 251 | | | | 2,565 | |
| E. Robert Libby | 1/23/2012 | | | 530 | | | | 106 | | | | 251 | | | | 97 | |
| Jeffrey S. Burns | 1/23/2012 | | | 14,000 | | | | 2,800 | | | | 251 | | | | 2,565 | |
| Joseph D. Heard | 1/23/2012 | | | 1,000 | | | | 200 | | | | 251 | | | | 183 | |
| Martin L. Coyne | 1/23/2012 | | | 1,000 | | | | 200 | | | | 251 | | | | 183 | |
| Michael Wm. Burns | 1/23/2012 | | | 14,000 | | | | 2,800 | | | | 251 | | | | 2,565 | |
| Pohkim Hegelback | 1/23/2012 | | | 500 | | | | 100 | | | | 251 | | | | 92 | |
| Cindy DiGiacomo | 1/31/2012 | | | 400 | | | | 80 | | | | 243 | | | | 71 | |
| David Wm. Boone | 1/31/2012 | | | 22,500 | | | | 4,500 | | | | 243 | | | | 3,991 | |
| Eric DiGiacomo and Frances DiGiacomo | 1/31/2012 | | | 800 | | | | 160 | | | | 243 | | | | 142 | |
| Greg L. Lanier | 1/31/2012 | | | 600 | | | | 120 | | | | 243 | | | | 106 | |
| Joan H. Flanigan | 1/31/2012 | | | 200 | | | | 40 | | | | 243 | | | | 35 | |
| John M. Poole | 1/31/2012 | | | 625 | | | | 125 | | | | 243 | | | | 111 | |
| John Rath | 1/31/2012 | | | 500 | | | | 100 | | | | 243 | | | | 89 | |
| Judity LeFaivre | 1/31/2012 | | | 500 | | | | 100 | | | | 243 | | | | 89 | |
| Kenneth Horn | 1/31/2012 | | | 375 | | | | 75 | | | | 243 | | | | 67 | |
| Laura Rooklin | 1/31/2012 | | | 400 | | | | 80 | | | | 243 | | | | 71 | |
| Maria DiGiacomo-Conklin | 1/31/2012 | | | 400 | | | | 80 | | | | 243 | | | | 71 | |
| Martin B. Stein and Edith Stein, JT TEN | 1/31/2012 | | | 105,000 | | | | 21,000 | | | | 243 | | | | 18,624 | |
| Susan L. Horn | 1/31/2012 | | | 1,112 | | | | 222 | | | | 243 | | | | 197 | |
| Tina Turner | 1/31/2012 | | | 1,400 | | | | 280 | | | | 243 | | | | 248 | |
| Eugene Jaffe and Joy Dinman, JT TEN | 1/31/2012 | | | 450 | | | | 90 | | | | 243 | | | | 80 | |
| Charles J. Canepa | 2/3/2012 | | | 625 | | | | 125 | | | | 240 | | | | 109 | |
| Donald R. Carter | 2/3/2012 | | | 313 | | | | 63 | | | | 240 | | | | 55 | |
| Joseph C. McCormick and Darea M. McCormick | 2/3/2012 | | | 1,200 | | | | 240 | | | | 240 | | | | 210 | |
| Kimberly Rodgers | 2/3/2012 | | | 3,125 | | | | 625 | | | | 240 | | | | 547 | |
| Richard Farquhar | 2/3/2012 | | | 500 | | | | 100 | | | | 240 | | | | 88 | |
| A. Charles Winkelman | 2/10/2012 | | | 338 | | | | 68 | | | | 233 | | | | 57 | |
| Anthony R. Rooklin | 2/10/2012 | | | 400 | | | | 80 | | | | 233 | | | | 68 | |
| Ellis M. Balsam | 2/10/2012 | | | 79 | | | | 16 | | | | 233 | | | | 13 | |
| Fouad El Adli | 2/10/2012 | | | 15,000 | | | | 3,000 | | | | 233 | | | | 2,551 | |
| Frederick J. Gerhart | 2/10/2012 | | | 625 | | | | 125 | | | | 233 | | | | 106 | |
| G. Parker Eldridge c/f Aidan Eldridge | 2/10/2012 | | | 300 | | | | 60 | | | | 233 | | | | 51 | |
| G. Parker Eldridge c/f Justice Eldridge | 2/10/2012 | | | 300 | | | | 60 | | | | 233 | | | | 51 | |
| G. Parker Eldridge c/f Parker T. Eldridge | 2/10/2012 | | | 300 | | | | 60 | | | | 233 | | | | 51 | |
| Michael F. Green | 2/10/2012 | | | 625 | | | | 125 | | | | 233 | | | | 106 | |
| Michael R. Long & Carla K. Long | 2/10/2012 | | | 1,000 | | | | 200 | | | | 233 | | | | 170 | |
| Robert A. Ward, Jr. | 2/10/2012 | | | 625 | | | | 125 | | | | 233 | | | | 106 | |
| Robert J. Stephens | 2/10/2012 | | | 1,250 | | | | 250 | | | | 233 | | | | 213 | |
| William A. Wines & Valerie Wines, JT TEN | 2/10/2012 | | | 500 | | | | 100 | | | | 233 | | | | 85 | |
| Albert Porto, Jr. | 2/17/2012 | | | 20 | | | | 4 | | | | 226 | | | | 3 | |
| David Handleman | 2/17/2012 | | | 1,000 | | | | 200 | | | | 226 | | | | 165 | |
| H. Dewey Yesner | 2/17/2012 | | | 625 | | | | 125 | | | | 226 | | | | 103 | |
| Robert D. Hynes | 2/17/2012 | | | 1,250 | | | | 250 | | | | 226 | | | | 206 | |
| Sanders Family Limited Partnership III | 2/17/2012 | | | 550 | | | | 110 | | | | 226 | | | | 91 | |
| The Lerner Living Trust | 2/17/2012 | | | 2,000 | | | | 400 | | | | 226 | | | | 330 | |
| Dennis Giannangeli | 2/22/2012 | | | 16,625 | | | | 3,325 | | | | 221 | | | | 2,682 | |
| Joseph Yacoe | 2/22/2012 | | | 1,000 | | | | 200 | | | | 221 | | | | 161 | |
| Mary Giannangeli (converted from Warrants converted from Dennis Gianngeli) | 2/22/2012 | | | 5,000 | | | | 1,000 | | | | 221 | | | | 807 | |
| Robert Giannangeli (converted from Warrants converted from Dennis Gianngeli) | 2/22/2012 | | | 1,000 | | | | 200 | | | | 221 | | | | 161 | |
| Robin M. Proctor | 2/22/2012 | | | 50 | | | | 10 | | | | 221 | | | | 8 | |
| Robin M. Proctor c/f Alix E. Proctor | 2/22/2012 | | | 50 | | | | 10 | | | | 221 | | | | 8 | |
| Robin M. Proctor c/f Caitlyn E. Proctor | 2/22/2012 | | | 50 | | | | 10 | | | | 221 | | | | 8 | |
| Robin M. Proctor c/f Robert E. Hartley | 2/22/2012 | | | 50 | | | | 10 | | | | 221 | | | | 8 | |
| Stu Nieburg (converted from Warrants converted from Dennis Gianngeli) | 2/22/2012 | | | 500 | | | | 100 | | | | 221 | | | | 81 | |
| Albert Halegoua | 2/27/2012 | | | 5,135 | | | | 1,027 | | | | 216 | | | | 810 | |
| Dan Godec (converted from Warrants converted from Dennis Gianngeli) | 2/27/2012 | | | 3,500 | | | | 700 | | | | 216 | | | | 552 | |
| J. Dickson Mappus | 2/27/2012 | | | 1,250 | | | | 250 | | | | 216 | | | | 197 | |
| Joshua s. Winkelman | 2/27/2012 | | | 300 | | | | 60 | | | | 216 | | | | 47 | |
| Marc T. Winkelman | 2/27/2012 | | | 480 | | | | 96 | | | | 216 | | | | 76 | |
| Michael Oles | 2/27/2012 | | | 1,250 | | | | 250 | | | | 216 | | | | 197 | |
| Ronald S. Luber | 2/27/2012 | | | 200 | | | | 40 | | | | 216 | | | | 32 | |
| Carmelo Blacconeri or Nancy Blacconeri | 3/5/2012 | | | 27,500 | | | | 5,500 | | | | 209 | | | | 4,195 | |
| Christopher D. Dardaris | 3/5/2012 | | | 200 | | | | 40 | | | | 209 | | | | 31 | |
| David A. Rustine & Rebecca Rustine, JTWROS | 3/5/2012 | | | 1,000 | | | | 200 | | | | 209 | | | | 153 | |
| Alfred G. Yates, Jr. & Barbara L. Yates, JT TEN | 3/12/2012 | | | 2,813 | | | | 563 | | | | 202 | | | | 415 | |
| Dorothy Purpura | 3/12/2012 | | | 2,500 | | | | 500 | | | | 202 | | | | 369 | |
| George Chrachol | 3/12/2012 | | | 5,000 | | | | 1,000 | | | | 202 | | | | 737 | |
| Glenda Gies | 3/12/2012 | | | 125 | | | | 25 | | | | 202 | | | | 18 | |
| Ronald Gregorio or Jacqueline Gregorio | 3/12/2012 | | | 6,750 | | | | 1,350 | | | | 202 | | | | 995 | |
| Barbara Skrmetta | 3/19/2012 | | | 17,500 | | | | 3,500 | | | | 195 | | | | 2,491 | |
| Carlo Mazzuca or Maria Mazzuca | 3/19/2012 | | | 4,500 | | | | 900 | | | | 195 | | | | 641 | |
| Edgar W. Jatho, Jr. and Sharon Skrmetta Jatho, JT TEN | 3/19/2012 | | | 500 | | | | 100 | | | | 195 | | | | 71 | |
| Eric F. Skrmetta | 3/19/2012 | | | 17,500 | | | | 3,500 | | | | 195 | | | | 2,491 | |
| Eric F. Skrmetta c/f Marcia E. Skrmetta | 3/19/2012 | | | 12,500 | | | | 2,500 | | | | 195 | | | | 1,779 | |
| Eric F. Skrmetta c/f Raphael Q. Skrmetta, III | 3/19/2012 | | | 12,500 | | | | 2,500 | | | | 195 | | | | 1,779 | |
| Kristal Skrmetta | 3/19/2012 | | | 12,500 | | | | 2,500 | | | | 195 | | | | 1,779 | |
| Kristian J. Kachikis | 3/19/2012 | | | 1,400 | | | | 280 | | | | 195 | | | | 199 | |
| Melissa Richardson | 3/19/2012 | | | 17,500 | | | | 3,500 | | | | 195 | | | | 2,491 | |
| Melissa Richardson c/f Charles Raphael Richardson | 3/19/2012 | | | 8,420 | | | | 1,684 | | | | 195 | | | | 1,198 | |
| Shantharaj Samuel | 3/19/2012 | | | 5,000 | | | | 1,000 | | | | 195 | | | | 712 | |
| Susan R. Cummings | 3/19/2012 | | | 620 | | | | 124 | | | | 195 | | | | 88 | |
| Terry R. Yormark | 3/19/2012 | | | 15,000 | | | | 3,000 | | | | 195 | | | | 2,135 | |
| Carter R. Stone | 3/26/2012 | | | 50,000 | | | | 10,000 | | | | 188 | | | | 6,861 | |
| Harvey T. Stoma | 3/26/2012 | | | 1,250 | | | | 250 | | | | 188 | | | | 172 | |
| Henry N. Saurage, IV | 3/26/2012 | | | 62,500 | | | | 12,500 | | | | 188 | | | | 8,577 | |
| Peter A. Vosgerichian | 3/26/2012 | | | 350 | | | | 70 | | | | 188 | | | | 48 | |
| Richard A. Lento | 3/26/2012 | | | 200 | | | | 40 | | | | 188 | | | | 27 | |
| James T. Anderson | 3/30/2012 | | | 10,000 | | | | 2,000 | | | | 184 | | | | 1,343 | |
| Ava B. Campagna | 4/12/2012 | | | 2,500 | | | | 500 | | | | 171 | | | | 312 | |
| Caren S. Jones c/f Brandon W. Jones | 4/12/2012 | | | 40 | | | | 8 | | | | 171 | | | | 5 | |
| Clifford Grunes | 4/12/2012 | | | 200 | | | | 40 | | | | 171 | | | | 25 | |
| Donne D. Slaby | 4/12/2012 | | | 400 | | | | 80 | | | | 171 | | | | 50 | |
| Eugene I. Winkelman Living Trust U.A.D. 1/5/95 | 4/12/2012 | | | 400 | | | | 80 | | | | 171 | | | | 50 | |
| Harry D. Campagna | 4/12/2012 | | | 2,500 | | | | 500 | | | | 171 | | | | 312 | |
| Jeni S. Bagnato | 4/12/2012 | | | 1,250 | | | | 250 | | | | 171 | | | | 156 | |
| Mark Slaby | 4/12/2012 | | | 700 | | | | 140 | | | | 171 | | | | 87 | |
| Norman R. Crain | 4/12/2012 | | | 1,250 | | | | 250 | | | | 171 | | | | 156 | |
| Robert Brown | 4/12/2012 | | | 5,000 | | | | 1,000 | | | | 171 | | | | 624 | |
| Robert S. Miller | 4/12/2012 | | | 5,000 | | | | 1,000 | | | | 171 | | | | 624 | |
| D. Allen Moore, Jr. | 4/22/2012 | | | 1,250 | | | | 250 | | | | 161 | | | | 147 | |
| Joan Cacioppo | 4/22/2012 | | | 2,500 | | | | 500 | | | | 161 | | | | 294 | |
| Juli S. Weiss | 4/22/2012 | | | 40,000 | | | | 8,000 | | | | 161 | | | | 4,701 | |
| Ronald Cacioppo or Mary Cacioppo | 4/22/2012 | | | 5,000 | | | | 1,000 | | | | 161 | | | | 588 | |
| Arielle K. Roemer | 4/30/2012 | | | 10,000 | | | | 2,000 | | | | 153 | | | | 1,117 | |
| Deena K. Roemer | 4/30/2012 | | | 10,000 | | | | 2,000 | | | | 153 | | | | 1,117 | |
| Steven Roemer and Rivka Katz | 4/30/2012 | | | 250,000 | | | | 50,000 | | | | 153 | | | | 27,920 | |
| Shira K. Roemer | 4/30/2012 | | | 10,000 | | | | 2,000 | | | | 153 | | | | 1,117 | |
| Brian J. Cohen | 4/30/2012 | | | 1,000 | | | | 200 | | | | 153 | | | | 112 | |
| Jerry K Cooper and Ellen M. Cooper, JT TEN | 4/30/2012 | | | 1,000 | | | | 200 | | | | 153 | | | | 112 | |
| Clay Craig | 5/7/2012 | | | 313 | | | | 63 | | | | 146 | | | | 33 | |
| Edward L. Rotenberg | 5/7/2012 | | | 1,250 | | | | 250 | | | | 146 | | | | 133 | |
| Robert W. Olson IRA, Charles Schwab and Co. Inc. Custodian | 5/7/2012 | | | 1,000 | | | | 200 | | | | 146 | | | | 107 | |
| Stephen J. Rotenberg | 5/7/2012 | | | 1,250 | | | | 250 | | | | 146 | | | | 133 | |
| University of Dayton (Droesch) | 5/7/2012 | | | 313 | | | | 63 | | | | 146 | | | | 33 | |
| Brasler Realty & Financial Services Profit Sharing Plan, Robert M. Brasler, Trustee | 5/10/2012 | | | 400 | | | | 80 | | | | 143 | | | | 42 | |
| Erin Murphy Herman | 5/10/2012 | | | 400 | | | | 80 | | | | 143 | | | | 42 | |
| Louis P. Bansbach IV, Manager, Blue Tiger Ventures LLC | 5/10/2012 | | | 4,000 | | | | 800 | | | | 143 | | | | 418 | |
| Phillip G. Allen | 5/10/2012 | | | 50,000 | | | | 10,000 | | | | 143 | | | | 5,219 | |
| George R. LaPlante and Barbara E. LaPlante | 5/17/2012 | | | 1,080,000 | | | | 216,000 | | | | 136 | | | | 107,212 | |
| Rosalind Disenhof & Holly Firestone, Executors of the Will of Carole Disenhof, Deceased | 6/12/2012 | | | 157 | | | | 31 | | | | 110 | | | | 13 | |
| Common issued for services | | | | | | | | | | | | | | | | | |
| Amy Kornafel | 3/19/2012 | | | 500,000 | | | | 100,000 | | | | 195 | | | | 71,168 | |
| Joey Stone | 3/19/2012 | | | 500,000 | | | | 100,000 | | | | 195 | | | | 71,168 | |
| Bob Fasnacht | 3/19/2012 | | | 500,000 | | | | 100,000 | | | | 195 | | | | 71,168 | |
| Skrmetta | 3/19/2012 | | | 217,500 | | | | 43,500 | | | | 195 | | | | 30,958 | |
| Dean Ledger | 3/27/2012 | | | 2,200,000 | | | | 440,000 | | | | 187 | | | | 300,292 | |
| | | | | | | | | | | | | | | | | | |
| Common issued for debt conversion | | | | | | | | | | | | | | | | | |
| Weiss | 6/30/2012 | | | 50,000 | | | | 10,000 | | | | 92 | | | | 3,358 | |
| Saurage | 6/30/2012 | | | 75,000 | | | | 15,000 | | | | 92 | | | | 5,036 | |
| | | | | | | | | | | | | | | | | | |
| Common issued to with 2012 debt | | | | | | | | | | | | | | | | | |
| Dennis Giannageli | 5/31/2012 | | | 60,000 | | | | 12,000 | | | | 122 | | | | 5,343 | |
| Alfred Bracher | 6/15/2012 | | | 175,000 | | | | 35,000 | | | | 107 | | | | 13,668 | |
| Roger Burlage | 6/18/2012 | | | 275,000 | | | | 55,000 | | | | 104 | | | | 20,876 | |
| | | | | | | | | | | | | | | | | | |
| Roger Pederson | 7/6/2012 | | | 30,000 | | | | 6,000 | | | | 86 | | | | 1,883 | |
| David & Carol Cummings | 7/6/2012 | | | 300,000 | | | | 60,000 | | | | 86 | | | | 18,832 | |
| David Cummings | 7/6/2012 | | | 90,000 | | | | 18,000 | | | | 86 | | | | 5,650 | |
| Rene & Nancy Kern | 7/6/2012 | | | 60,000 | | | | 12,000 | | | | 86 | | | | 3,766 | |
| Kevin & Jessica Cummings | 7/6/2012 | | | 60,000 | | | | 12,000 | | | | 86 | | | | 3,766 | |
| | | | | | | | | | | | | | | | | | |
| James Maisano | 7/17/2012 | | | 200,000 | | | | 40,000 | | | | 75 | | | | 10,949 | |
| Kasso | 8/22/2012 | | | 20,000 | | | | 4,000 | | | | 39 | | | | 569 | |
| Jane Tzortzis | 9/14/2012 | | | 5,000 | | | | 1,000 | | | | 16 | | | | 58 | |
| George Chrachol | 7/16/2012 | | | 15,000 | | | | 3,000 | | | | 76 | | | | 832 | |
| James Chmura | 7/16/2012 | | | 5,000 | | | | 1,000 | | | | 76 | | | | 277 | |
| Maciej Gorniak | 7/16/2012 | | | 5,000 | | | | 1,000 | | | | 76 | | | | 277 | |
| Bill Darling | 7/16/2012 | | | 5,000 | | | | 1,000 | | | | 76 | | | | 277 | |
| Blacconeri | 7/16/2012 | | | 10,000 | | | | 2,000 | | | | 76 | | | | 555 | |
| Burns Partnership | 7/16/2012 | | | 100,000 | | | | 20,000 | | | | 76 | | | | 5,547 | |
| Gregorio | 7/16/2012 | | | 15,000 | | | | 3,000 | | | | 76 | | | | 832 | |
| | | | | | | | | | | | | | | | | | |
| RP- Old debt | | | | | | | | | | | | | | | | | |
| Foster | 1/31/2012 | | | 3,150,000 | | | | 630,000 | | | | 243 | | | | 558,723 | |
| | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | |
| Common shares purchased- were preferred | 1/1/2012 | | | | | | | 110,000 | | | | 273 | | | | 109,599 | |
| Common shares APRP- were preferred | 1/1/2012 | | | | | | | 4,400,000 | | | | 273 | | | | 4,383,942 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Balance @ | 09/30/12 | | | 42,782,044 | | | | 13,166,409 | | | | 11,695,970 | |
| | | | | | | | | | | | | | |
| Subsquent to 9/31/12 issuances | | | | | | | | | | | | | |
| Common for cash | | | | 4,000 | | | | 800 | | | | | |
| Common issued for warrants exercised | | | | 1,113,500 | | | | 222,700 | | | | | |
| Common issued for warrant exchange | | | | 125,000 | | | | 25,000 | | | | | |
| Common for debt conversion | | | | 32,500 | | | | 6,500 | | | | | |
| Issued for services | | | | 11,025,000 | | | | 2,205,000 | | | | | |
| loan extensions and debt combined | | | | 1,377,500 | | | | 275,500 | | | | | |
| issued for conversion of RP debt | | | | 950,000 | | | | 190,000 | | | | | |
| | | | | 57,409,544 | | | | 16,091,909 | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | Net Loss for the Year Ended 9/30/12 | | | (13,054,356 | ) TB |
| | | | | Net Loss Per Share (basic and diluted) | | | (1.12 | ) |
| Weighted Average Shares & EPS |
| |
| 9/30/2013 |
| | | | | | | | |
| Global Photonic | | | | | | Year Ended | | | 9/30/2013 | |
| | | | | | | 92 | | | | |
| | | | | | | Days | | | Days Wtd. | |
| | | | Total O/S | | | O/S | | | Avg. | |
| Balance @ | 06/30/13 | | | 21,281,141 | | | | 92 | | | | 21,281,141 | |
| | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | |
| Common stock issued in merger | 9/24/2013 | | | 9,658,936 | | | | 6 | | | | 629,931 | |
| Common stock issued for debt conversions due to merger | 9/24/2013 | | | 11,433,200 | | | | 6 | | | | 745,643 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Balance @ | 09/30/13 | | | 42,373,277 | | | | | | | | 22,656,715 | |
| | | | | | | | | | | | | | |
| | Net Loss for the three months 9/30/13 | | | | (9,447,456 | ) |
| | Net Loss Per Share (basic and diluted) | | | | (0.42 | ) |
| Weighted Average Shares & EPS |
| |
| 9/30/2013 | 5 | 1 for 5- due to merger |
| Global Photonic | | | | | | | | | Year Ended | | | 9/30/2013 | |
| | | | | | | | | | 273 | | | | |
| | | | | | | | | | Days | | | Days Wtd. | |
| | | | Total O/S | | | | | | O/S | | | Avg. | |
| Balance @ | 12/31/12 | | | 57,409,544 | | | | 16,091,909 | | | | 273 | | | | 57,409,544 | |
| | | | | | | | | | | | | | | | | | |
| Warrants Exercised | | | | | | | | | | | | | | | | | |
| Charlie G. Carlson | 1/3/2013 | | | 12,500 | | | | 2,500 | | | | 270 | | | | 2,473 | |
| Charlie G. Carlson | 1/3/2013 | | | 6,250 | | | | 1,250 | | | | 270 | | | | 1,236 | |
| Terry R. Yormark, II | 1/4/2013 | | | 50,000 | | | | 10,000 | | | | 269 | | | | 9,853 | |
| Robert D. Hynes-coded as BOLTON | 1/3/2013 | | | 12,500 | | | | 2,500 | | | | 270 | | | | 2,473 | |
| Harvey T. Stoma | 1/4/2013 | | | 25,000 | | | | 5,000 | | | | 269 | | | | 4,927 | |
| Scott A. Davis | 1/3/2013 | | | 4,000 | | | | 800 | | | | 270 | | | | 791 | |
| Mazzuca | 1/3/2013 | | | 4,500 | | | | 900 | | | | 270 | | | | 890 | |
| Mazzuca | 1/3/2013 | | | 3,000 | | | | 600 | | | | 270 | | | | 593 | |
| Chrachol | 2/7/2013 | | | 65,100 | | | | 13,020 | | | | 235 | | | | 11,208 | |
| James Chemowski | 1/11/2013 | | | 20,000 | | | | 4,000 | | | | 262 | | | | 3,839 | |
| Jeni Bagnato | 1/24/2013 | | | 12,500 | | | | 2,500 | | | | 249 | | | | 2,280 | |
| Ronald Cacioppo | 2/22/2013 | | | 85,000 | | | | 17,000 | | | | 220 | | | | 13,700 | |
| | | | | | | | | | | | | | | | | | |
| Common issued for additional interest- warrant holders | | | | | | | | | | | | | | | | | |
| Allan B. Clionsky | 5/20/2013 | | | 25,000 | | | | 5,000 | | | | 133 | | | | 2,436 | |
| Meghana Bhatt | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| David S. Haga | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Redfield E. Bryan | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Clinton K. Stapp | 5/20/2013 | | | 10,000 | | | | 2,000 | | | | 133 | | | | 974 | |
| Sally Ginsburg and Michael Ginsburg | 5/20/2013 | | | 25,000 | | | | 5,000 | | | | 133 | | | | 2,436 | |
| Roger M. Smith | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Kristal M. Skrmetta | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Paul C. Skrmetta | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Rickey C. Ainsworth | 5/20/2013 | | | 100,000 | | | | 20,000 | | | | 133 | | | | 9,744 | |
| A & M Real Estate | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Robert D. Hynes | 5/20/2013 | | | 12,500 | | | | 2,500 | | | | 133 | | | | 1,218 | |
| Miss. GPE Holdings | 5/20/2013 | | | 37,500 | | | | 7,500 | | | | 133 | | | | 3,654 | |
| Carmelo Blacconeri and Nancy Blacconeri | 5/20/2013 | | | 22,500 | | | | 4,500 | | | | 133 | | | | 2,192 | |
| Thomas A. Holder | 5/20/2013 | | | 14,000 | | | | 2,800 | | | | 133 | | | | 1,364 | |
| Common issued for services | | | | | | | | | | | | | | | | | |
| Amy Kornafel | 5/23/2013 | | | 1,550,000 | | | | 310,000 | | | | 130 | | | | 147,619 | |
| Joey Stone | 5/23/2013 | | | 1,747,200 | | | | 349,440 | | | | 130 | | | | 166,400 | |
| Dean Ledger | 5/23/2013 | | | 2,728,224 | | | | 545,645 | | | | 130 | | | | 259,831 | |
| Stephen R. Forrest | 5/23/2013 | | | 1,475,000 | | | | 295,000 | | | | 130 | | | | 140,476 | |
| John D. Kuhns | 5/23/2013 | | | 1,658,969 | | | | 331,794 | | | | 130 | | | | 157,997 | |
| Robert J. Fasnacht | 5/23/2013 | | | 2,625,000 | | | | 525,000 | | | | 130 | | | | 250,000 | |
| David Wm. Boone | 5/23/2013 | | | 1,200,000 | | | | 240,000 | | | | 130 | | | | 114,286 | |
| Mark E. Thompson | 5/23/2013 | | | 1,399,500 | | | | 279,900 | | | | 130 | | | | 133,286 | |
| Anne B Spencer | 5/20/2013 | | | 75,000 | | | | 15,000 | | | | 133 | | | | 7,308 | |
| | | | | | | | | | | | | | | | | | |
| Common issued for debt conversion | | | | | | | | | | | | | | | | | |
| Chrachol | 2/7/2013 | | | 30,000 | | | | 6,000 | | | | 235 | | | | 5,165 | |
| The Burns partnership | 3/15/2013 | | | 200,000 | | | | 40,000 | | | | 199 | | | | 29,158 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Common issued to extend debt | | | | | | | | | | | | | | | | | |
| Alfred Bracher | 1/14/2013 | | | 250,000 | | | | 50,000 | | | | 259 | | | | 47,436 | |
| Kasso | 3/15/2013 | | | 25,000 | | | | 5,000 | | | | 199 | | | | 3,645 | |
| Rene & Nancy Kern | 3/15/2013 | | | 110,000 | | | | 22,000 | | | | 199 | | | | 16,037 | |
| Kevin & Jessica Cummings | 3/15/2013 | | | 220,000 | | | | 44,000 | | | | 199 | | | | 32,073 | |
| David K. Cummings | 3/15/2013 | | | 550,000 | | | | 110,000 | | | | 199 | | | | 80,183 | |
| David P. Cummings | 3/15/2013 | | | 165,000 | | | | 33,000 | | | | 199 | | | | 24,055 | |
| Roger Pederson | 3/15/2013 | | | 55,000 | | | | 11,000 | | | | 199 | | | | 8,018 | |
| Matt Bolton | 3/15/2013 | | | 2,500 | | | | 500 | | | | 199 | | | | 364 | |
| Mason Braugh | 5/20/2013 | | | 2,500 | | | | 500 | | | | 133 | | | | 244 | |
| Dennis Giannageli | 3/15/2013 | | | 50,000 | | | | 10,000 | | | | 199 | | | | 7,289 | |
| Common issued for additional interest- debt holders | | | | | | | | | | | | | | | | | |
| David A. Burns | 5/20/2013 | | | 57,720 | | | | 11,544 | | | | 133 | | | | 5,624 | |
| Michael W. Burns | 5/20/2013 | | | 57,720 | | | | 11,544 | | | | 133 | | | | 5,624 | |
| Jeffrey S. Burns | 5/20/2013 | | | 57,720 | | | | 11,544 | | | | 133 | | | | 5,624 | |
| Jonathan L. Kasso and Susan Marek Kasso | 5/20/2013 | | | 57,600 | | | | 11,520 | | | | 133 | | | | 5,612 | |
| Mason Brugh | 5/20/2013 | | | 25,000 | | | | 5,000 | | | | 133 | | | | 2,436 | |
| Norman R. Crain | 5/20/2013 | | | 12,500 | | | | 2,500 | | | | 133 | | | | 1,218 | |
| Mark D. Cheairs | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Thomas P. Perone | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| VHCO, LLC | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Neil Rooklin | 5/20/2013 | | | 5,000 | | | | 1,000 | | | | 133 | | | | 487 | |
| Scott A. Davis | 5/20/2013 | | | 8,000 | | | | 1,600 | | | | 133 | | | | 779 | |
| Charlie G. Carlson | 5/20/2013 | | | 25,000 | | | | 5,000 | | | | 133 | | | | 2,436 | |
| Matthew C. Bolton and Karen S. Bolton | 5/20/2013 | | | 25,000 | | | | 5,000 | | | | 133 | | | | 2,436 | |
| Harvey T. Stoma | 5/20/2013 | | | 50,000 | | | | 10,000 | | | | 133 | | | | 4,872 | |
| Anthony R. Rooklin | 5/20/2013 | | | 4,000 | | | | 800 | | | | 133 | | | | 390 | |
| James Chelmowski and Diane Chelmowski | 5/20/2013 | | | 20,000 | | | | 4,000 | | | | 133 | | | | 1,949 | |
| Jeni S. Bagnato | 5/20/2013 | | | 12,500 | | | | 2,500 | | | | 133 | | | | 1,218 | |
| The Burns Partnership, LLC | 5/20/2013 | | | 200,000 | | | | 40,000 | | | | 133 | | | | 19,487 | |
| Alfred F. Bracher, III | 6/5/2013 | | | 100,000 | | | | 20,000 | | | | 117 | | | | 8,571 | |
| | | | | | | | | | | | | | | | | | |
| Common issued for additional interest-Default loan terms | | | | | | | | | | | | | | | | | |
| George R. LaPlante and Barbara E. LaPlante | 4/23/2013 | | | 1,000,000 | | | | 200,000 | | | | 160 | | | | 117,216 | |
| George R. LaPlante and Barbara E. LaPlante | 5/20/2013 | | | 800,000 | | | | 160,000 | | | | 133 | | | | 77,949 | |
| | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | |
| Common stock issued for cash - was preferred | 1/1/2013 | | | | | | | 1,155,000 | | | | 272 | | | | 1,150,769 | |
| Common stock issued for APRP- was preferred | 1/1/2013 | | | | | | | 115,500 | | | | 272 | | | | 115,077 | |
| Unreconciled shares- premerger | 1/1/2013 | | | | | | | (17,968 | ) | | | 272 | | | | (17,902 | ) |
| Common stock issued in merger | 9/24/2013 | | | | | | | 9,658,936 | | | | 6 | | | | 212,284 | |
| Common stock issued for debt conversions due to merger | 9/24/2013 | | | | | | | 11,433,200 | | | | 6 | | | | 251,279 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| Balance @ | 09/30/13 | | | 77,093,047 | | | | 42,373,277 | | | | | | | | 61,142,847 | |
| | | | | | | | | | | | | | | | | | |
| | | | | Net Loss for the Year Ended 9/30/13 | | | | (37,075,473 | )TB |
| | | | | Net Loss Per Share (basic and diluted) | | | | (0.61 | ) |
A-12
