reverse merger with 3DIcon Corp

Transcription

1 MERGENT OTC UNLISTED NEWS REPORTS Tuesday, May 16, 2017 Volume 33 No. 5 NEW COMPANY DESCRIPTIONS (For details on individual listings, see the News Section of this issue) WhereverTV Broadcasting Corp NAME CHANGES (For details on individual listings, see the News Section of this issue) Medically Minded Inc (to Sixty Six Oilfield Services Inc) NaturalNano Inc (to Omni Shrimp Inc) Nevis Capital Corp (to ASC Biosciences Inc) Radio One Inc (to Urban One Inc) Viking Investments Group Inc (to Viking Energy Group Inc) 3DICON CORP Sales ,000 Grant income ,122 70,748 Total income ,122 85,748 expenses ,985 47, ,550 expenses , ,012 1,065,167 Interest expenses ,082 57,787 75,735 Total expenses , ,537 1,339, (744,851) (900,415) (1,253,704) - basic ,462, ,586, ,420,243 - diluted ,462, ,586, ,420,243 outstanding ,481,754, ,370,953, ,674,567 Net earnings (loss) per share - basic..... $(0.00) $(0.00) $(0.00) Net earnings (loss) per share - diluted.... $(0.00) $(0.00) $(0.00) NOTICE Items in this issue will be listed online weekly and printed monthly and prior periods for Coretec Industries, LLC prior to reverse merger with 3DIcon Corp; 2 Reclassified to conform with 2015 presentation; 3 Shares increased due to the effect of warrant and options exercised, debentures converted, stock issued for service and liabilities and preferred stock converted to common shares; 4 Shares increased due to the effects of warrants and options exercised, conversion of debenture and preferrred stock, stock issued for services, liabilities, shares subject to expired put call restored; 5 As of April 7, 2017; 6 As of March 30, ; 7 As of March 27, 2015; 8 Approximately Cash ,121 Prepaid expenses ,854 21,321 Other intangible assets , Total current assets ,226 32,442 Furniture & fixtures , Less: Accumulated depreciation , Net property & equipment , Patents, net ,379, Goodwill , Deposits - other ,315 2,315 Total other assets ,548, Total assets ,612,615 34,757 Current maturities of convertible notes & debentures payable ,402 Notes & debentures payable , Warrant exercise advances Accounts payable ,695 Accounts payable & accrued expenses , Accrued interest payable - related party , Accrued interest payable , Accrued salaries ,134 Accrued interest on debentures ,262 Total current liabilities ,326 1,373,548 Term loan ,054, Notes payable - related party ,054, Total liabilities ,608,651 1,373,548 Preferred stock Preferred stock - Series A Preferred stock - Series B , Common stock , ,191 capital ,336 20,545,939 (accumulated deficit) (880,104) (22,158,990) equity (deficiency) ,964 (1,338,791) and prior periods for Coretec Industries, LLC prior to reverse merger with 3DIcon Corp 3DICON CORP Auditors, HOGANTAYLOR LLP, as it appeared in Co. s 10-K: "In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 3DIcon Corporation and its Subsidiary as of December 31,, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has insufficient revenue and capital commitments to fund the of its planned products and to pay operating expenses. This raises substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. As discussed in Note 1 to the financial statements, the Company entered into a share exchange agreement treated as a reverse acquisition under the purchase method of accounting. The consolidated statements of operations reflect the historical results of Coretec Industries, LLC (the accounting acquirer). Other basis of presentation matters are also described in Note 1." AAON, INC. Net Sales ,078 85,422 Cost & expenses ,621 68,596 Operating income ,457 16,826 Other income (expense), net Net before taxes ,528 17,017 Income taxes ,311 5,466 Net income ,217 11,551 Primary $0.19 $0.22 Fully Diluted $0.19 $0.22 Full Diluted ,190 53,593 Year-end , Cash & equivalents ,743 Inventories ,988 Current assets ,210 Net property & equip ,417 Total assets ,283 Current liabilities ,122 Stockholders equity ,795 Net current assets ,088 ADEPTUS HEALTH INC Bankruptcy Proceedings On May 1, 2017, the U.S. Bankruptcy Court issued an order approving Co. s motion for expedited hearings. As previously reported, "A hearing on the following motions be set on the already-scheduled hearing date of May 16, 2017: 1. motion authorizing the payment of pre-petition sales taxes; 2. motion authorizing retention of professionals utilized by debtors in ordinary course of business; 3. motion establishing procedures for interim compensation and reimbursement of expenses of professionals; 4. motion for entry of scheduling order for hearings on disclosure statement and valuation and to limit notice to equity security holders; 5. application authorizing retention and employment of Norton Rose Fulbright US LLP as counsel; 6. application authorizing (i) the retention of FTI Consulting to provide the Debtors a chief restructuring officer and certain additional personnel and (ii) the designation of Andrew Hinkelman as chief restructuring officer, C.R.O.; 7. application authorizing and approving retention of DLA Piper LLP (US) as special counsel and 8. application authorizing retention and employment of HoulihanLokey Capital as financial advisor and investment banker. The already-scheduled hearing date of May 16, 2017, at 9:30 a.m. was set by this Court in order for so-called second-day motions to be heard." ADEPTUS HEALTH INC Bankruptcy Proceedings On Apr. 28, 2017, Co. filed with the U.S. Bankruptcy Court a motion for expedited hearings. The motion explains, "A hearing on the following motions be set on the already-scheduled hearing date of May 16, 2017: 1. motion authorizing the payment of pre-petition sales taxes; 2. motion authorizing retention of professionals utilized by debtors in ordinary course of business; 3. motion establishing procedures for interim compensation and reimbursement of expenses of professionals; 4. motion for entry of scheduling order for hearings on disclosure statement and valuation and to limit notice to equity security holders; 5. application authorizing retention and employment of Norton Rose Fulbright US LLP as counsel; 6. application authorizing (i) the retention of FTI Consulting to provide the Debtors a chief restructuring officer and certain additional personnel and (ii) the designation of Andrew Hinkelman as chief restructuring officer, C.R.O.; 7. application authorizing and approving retention of DLA Piper LLP (US) as special counsel and 8. application authorizing retention and employment of HoulihanLokey Capital as

2 782 MERGENT OTC UNLISTED NEWS May 16, 2017 financial advisor and investment banker. The already-scheduled hearing date of May 16, 2017, at 9:30 a.m. was set by this Court in order for so-called second-day motions to be heard." ALLIANCE DATA SYSTEMS CORP. Total revenues ,879,000 1,676,100 Cost & expenses ,401,800 1,203,400 Operating income , ,300 Interest expense ,200 98,800 Net before taxes , ,500 Income taxes ,800 86,600 Net income , ,900 Balance for common , ,100 Primary $2.60 $2.36 Fully Diluted $2.58 $2.35 Full Diluted ,700 60,200 Year-end ,800 59,000 Cash & equivalents ,866,800 Inventories ,300 Current assets ,783,000 Net property & equip ,000 Total assets ,642,700 Current liabilities ,004,400 Long-term debt ,445,000 Stockholders equity ,363,500 Net current assets ,778,600 AMERICAN BILTRITE INC. Consolidated Income Statement, Years Ended Dec. 31 ($000): Net sales , , ,585 Cost of products sold , , ,161 Selling, general & expenses ,327 48,650 48,369 operations , ,055 Interest expense Other income (expense), net (96) (618) (1,841) Total other income (expense) (584) (1,313) (2,564) before income taxes.. 2,072 (604) 3,491 Provision for (benefit from) income taxes ,265 (721) 2,974 attributable to controlling interests ,265 (721) 2,974 - basic diluted outstanding per share - basic..... $38.95 $(22.20) $91.57 per share - diluted.... $38.93 $(22.20) $91.47 Consolidated Balance Sheet, Years Ended Dec. 31 ($000): 2015 Cash & cash equivalents Accounts receivable, net ,812 17,968 Inventories ,341 36,536 Income taxes receivable Prepaid expense & other current assets ,595 2,193 Insurance receivable for asbestos & environmental liabilities ,092 5,050 Total current assets ,636 62,739 Property, plant & equipment, net ,790 25,002 Insurance receivable for asbestos & environmental liabilities ,182 20,884 Securities held to maturity ,543 2,488 Other assets ,894 3,723 Total assets , ,836 Accounts payable ,841 9,963 Accrued expenses ,180 12,328 Asbestos & environmental liabilities ,633 6,813 Notes payable ,773 2,788 Current portion of long-term debt ,526 Total current liabilities ,601 33,418 Long-term debt, less current portion ,421 Asbestos & environmental liabilities ,607 33,777 Other liabilities ,410 12,919 Total non-current liabilities ,139 51,117 Total liabilities ,740 84,535 Common stock & additional paid in capital ,324 20,324 Less: cost of common stock in treasury ,721 15,721 (accumulated deficit) ,218 34,953 Accumulated other comprehensive income (loss) (8,460) (10,199) equity (deficit) of controlling interests ,361 29,357 Noncontrolling interests equity (deficit) ,305 30,301 AMMO INC New Accountant On Apr. 20, 2017, Co. dismissed Schumacher & Associates, Inc. and engaged KWOC, P.C. as its new independent public accounting firm. ARKADOS GROUP INC Acquisition Completed On May 1, 2017, Co. acquired substantially all the assets, and certain specified liabilities of Sol- Bright Renewable Energy, LLC ("SolBright") used in the operation of SolBright s solar engineering, procurement and construction business for i) $3,000,000 in cash (the "Cash Payment"), (ii) a Senior Secured Promissory Note in the principal amount of $2,000,000 (the "Secured Promissory Note"), the Secured Promissory Note matures on May 1, 2020 barring any events of default, an equity financing in which Co. issues equity securities which yield gross cash proceeds to Co. of at least $10,000,000 (excluding redeemable or convertible notes) or a change of control of Co. Co. shall make prepayments of principal on a quarterly basis pursuant to the terms of the Secured Promissory Note if such funds are available. The Secured Promissory Note bears interest at 15% per annum, payable on a quarterly basis with the first payment due on May 31, The Secured Promissory Note is secured with a second priority lien on the accounts receivable of Co. relating to the solar engineering, procurement and construction business of SolBright acquired by Co. pursuant to the Asset Purchase Agreement, with such lien being junior only to the first priority security position granted pursuant to the Note Purchase Agreement and the Security Agreement, (iii) a Convertible Promissory Note in the principal amount of $6,000,000 ("Preferred Stock Note"), The Preferred Stock Note matures on July 31, 2018 barring any demands following an event of default, provided that Co. shall make prepayments of principal on a quarterly basis pursuant to the terms of the Preferred Stock Note if such funds are available. The Preferred Stock Note bears interest at 4% per annum, provided that upon and during an event of default it shall bear interest at 12% per annum. Interest is payable quarterly in arrears commencing on May 1, 2017 and on the first business day of each Aug., Nov., Feb. and May thereafter. The Preferred Stock Note will automatically convert on the date that Co. s Certificate of Designation is filed with the State of Delaware s Secretary of State and becomes effective into a number of shares of Co. s Series A 4% Convertible Preferred Stock, par value $ per share, equal to the outstanding principal and interest on the Preferred Stock Note divided by $1.50 per share, as adjusted for any stock splits, stock dividends, recapitalizations, combinations and the like that may occur prior to such conversion. Co. has agreed in the Asset Purchase Agreement to take the actions required for the automatic conversion of the Preferred Stock Note promptly following the closing of the Asset Purchase, and (iv) Co. issued to SolBright 4,000,000 shares of Co. s common stock at one dollar per share (the "Common Stock Consideration"). The Common Stock Consideration is subject to antidilution protection if, within 120 days of the closing of the Asset Purchase, Co. sells shares of its common stock at a price per share that is less than one dollar per share, in which case Co. shall issue additional shares of common stock to SolBright so that the total number of shares Co. has issued to SolBright equals $4,000,000 divided by such lower price per share. ARTELO BIOSCIENCES INC New Name On May 2, 2017, Co. changed its name from Reactive Medical Inc to Artelo Biosciences Inc. ARTELO BIOSCIENCES INC Stock Trading Status Co. s Class A common stock is trading on National Buletin Board, Symbol: ARTL. ASC BIOSCIENCES INC New Name On May 10, 2017, Co. changed its name from Nevis Capital Corp. to ASC Biosciences Inc. ASCENT SOLAR TECHNOLOGIES INC Products Total revenues ,747,356 6,536,992 5,335,545 Cost of revenues (exclusive of depreciation) ,843,872 9,562, Research, & manufacturing operations ,627,249 6,711,813 18,791,140 Selling, general & ,304,779 12,363,037 14,118,508 Depreciation & amortization ,600,007 5,633,428 5,960,843 Impairment loss , ,031 Total costs & expenses ,375,907 34,283,376 39,194,522 operations (24,628,551) (27,746,384) (33,858,977) Other income (expense), net ,772 (60,294) (297,143) Interest expense ,902,926 26,549,098 4,109,272 Deemed interest expense on warrant liability ,092 4,037,517 Change in fair value of derivative liabilities (1,051,540) Change in fair value of derivative & gain/(loss) on extinguishment of liabilities, net (6,402,077) 9,467, Total other income (expense) (14,222,231) (18,051,414) (9,495,472).... (38,850,782) (45,797,798) (43,354,449) Deemed dividends on preferred stock & accretion of warrants ,087,500 applicable to common stockholders (51,441,949) - basic ,005,062 - diluted ,005,062 outstanding ,223, ,673, , ,673, , ,759, ,555

3 May 16, 2017 MERGENT OTC UNLISTED NEWS 783 per share - basic..... $(0.42) 4 $(17.20) $(97.00) per share - diluted.... $(0.42) 4 $(17.20) $(97.00) Number of full time Reclassified to conform with presentation; 2 Reclassified to conform with 2015 presentation; 3 Includes related party revenue - Products: $8,050; 4 Adjusted for 1-for-20 stock split, June 2, ; 5 Shares increased due to conversion of notes, conversion of preferred stock, shares sold, & expenses paid Cash & cash equivalents , ,217 Trade receivables, gross ,204 2,052,885 Allowance for doubtful accounts ,000 60,000 Trade receivables, net ,204 1,992,885 Raw materials , ,064 Work in process , ,746 Finished goods ,101,880 2,675,570 Inventories ,569,816 4,272,380 Prepaid expenses & other current assets ,796 1,394,780 Total current assets ,233,762 7,986,262 Building ,828,960 5,828,960 Furniture, fixtures, computer hardware & computer software , ,976 Manufacturing machinery & equipment ,321,079 31,265,800 Property, plant & equipment, gross ,639,460 37,575,736 Less accumulated depreciation & amortization ,983,448 28,484,708 Property, plant & equipment, net ,656,012 9,091,028 Patents, gross ,926,648 1,737,193 amortization - patents , ,626 Patents, net ,647,505 1,567,567 Other non-current assets , ,313 Total assets ,614,841 18,750,170 Accounts payable ,902,471 3,625,322 Related party payables , Accrued expenses ,469,684 1,713,935 Current portion of long-term debt , ,722 Current portion of convertible note payable, net ,036 Promissory notes ,430, ,493 Fixed rate convertible notes ,773 Current portion of litigation settlement , ,255 Series E preferred stock, net , ,090,847 Series F preferred stock, net , Series G preferred stock, net , (Series H) Convertible notes ,159, Series I exchange notes , October convertible notes , Tertius Financial Group ("TFG") promissory notes , Short term embedded derivative liabilities ,578, ,834 Make-whole dividend liability , ,560 Total current liabilities ,097,684 10,125,777 Accrued litigation settlement, net of current portion ,505 Long-term debt ,281,776 5,442,194 Accrued warranty liability , ,000 Series J preferred stock ,350, Series J-1 preferred stock , Series A preferred stock Common stock ,422 15,520 Additional paid in capital ,886, ,644,947 (accumulated deficit) (383,932,576) (345,081,794) equity (deficit) (13,991,076) 2,578,694 1 Reclassified to conform with presentation; 2 Net of discount - Current portion of convertible note payable: $22,484; 3 Net of discount - Fixed rate convertible notes: $1,237,500; 4 Net of discount - Series E preferred stock: $63,640; 5 Net of discount - Series E preferred stock: $1,231,737; 6 Net of discount - Series G preferred stock: $699,674; 7 Net of discount - July convertible notes: $1,634,357; 8 Net of discount - Series I exchange notes $199,474; 9 Net of discount - October convertible notes: $264,000; 10 Net of discount - Tertius Financial Group promissory notes: $59,658 ASCENT SOLAR TECHNOLOGIES INC Auditors, Hein & Associates LLP, as it appeared in Co. s 10K: "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ascent Solar Technologies, Inc. and subsidiaries as of December 31, and 2015, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has suffered recurring losses from operations and requires additional financing to fund operations through December 31, This raises substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to these matters also are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty." AZTEC OIL & GAS INC Bankruptcy Proceedings On May 8, 2017, Co. s creditors Franklin Fisher, Jr. and Livingston Growth Fund Trust filed with the U.S. Bankruptcy Court a Third Amended Disclosure Statement. According to the Disclosure Statement, "Under the Plan, all remaining assets and rights of the Debtors shall vest in Co., with all litigation claims then being transferred to the Litigation Trust. Co., shall continue in existence and shall manage the transferred assets and rights. All other entities shall be dissolved. The Litigation Trust shall investigate and prosecute claims for the benefit of the unsecured claims of all entities, pro-rata." BG STAFFING INC Earnings, 3 mos. to (Consol. $): 03/26/17 03/27/16 Total revenues ,843,687 59,550,986 Cost & expenses ,778,897 55,107,355 Deprec., depl. & amort ,371,434 1,781,470 Operating income ,693,356 2,662,161 Net before taxes ,134,737 1,382,504 Income taxes , ,366 Net income ,301, ,138 Primary $0.15 $0.11 Fully Diluted $0.15 $0.11 Full Diluted ,924,419 7,646,726 Year-end ,669,308 7,393,762 Current assets ,577,923 Net property & equip ,098,379 Total assets ,353,590 Current liabilities ,076,076 Long-term debt ,665,547 Stockholders equity ,700,521 Net current assets ,501,847 BIOLASE, INC Products & services revenues ,661,000 48,269,000 47,511,000 License fees & royalty revenue , , ,000 Net revenue ,810,000 48,475,000 47,656,000 Cost of revenue ,502,000 32,525,000 29,484,000 Gross profit (loss) ,308,000 15,950,000 18,172,000 Sales & marketing expense ,018,000 18,696,000 16,375,000 expense ,453,000 10,256,000 14,854,000 Engineering & expense. 7,799,000 7,283,000 4,577,000 Excise tax , ,000 Legal settlement (731,000)... operations (14,962,000) (19,915,000) (17,941,000) Loss on foreign currency transactions (332,000) (259,000) (415,000) Interest expense, net (74,000) (74,000) 458,000 Non-operating income (loss), net.... (258,000) (185,000) (873,000) before income tax provision (15,220,000) (20,100,000) (18,814,000) Current state income tax provision (benefit)... 22,000 30,000 27,000 Current foreign income tax provision (benefit)... 69,000 87,000 25,000 Total current income tax provision (benefit)... 91, ,000 52,000 Deferred federal income tax provision (benefit)... 60,000 61,000 60,000 Total deferred income tax provision (benefit)... 60,000 61,000 60,000 Income tax provision (benefit) , , , (15,371,000) (20,278,000) (18,926,000) - basic ,664,000 58,189,000 42,232,000 - diluted ,664,000 58,189,000 42,232,000 outstanding ,565,951 58,228, ,115,000 per share - basic..... $(0.29) $(0.35) $(0.45) per share - diluted.... $(0.29) $(0.35) $(0.45) Foreign currency translation adjustments (75,000) (244,000) (283,000) 1 Shares increased due to the effect of additional issuance of stock and stock dividends and the exercise of stock options and warrants; 2 Approximately; 3 As of March 6, 2017; 4 As of February 29, ; 5 As of February 27, 2015 Cash & cash equivalents ,924,000 11,699,000 Restricted cash , ,000 Accounts receivable, gross ,993,000 10,713,000 Less: allowance for

4 784 MERGENT OTC UNLISTED NEWS May 16, 2017 accounts receivable ,209,000 1,765,000 Accounts receivable, net ,784,000 8,948,000 Raw materials ,837,000 3,627,000 Work-in-process ,261,000 1,379,000 Finished goods ,425,000 7,560,000 Inventory, net ,523,000 12,566,000 Prepaid expenses & other current assets ,505,000 1,387,000 Total current assets ,987,000 34,800,000 Building , ,000 Leasehold improvements ,003,000 2,019,000 Equipment & computers ,163,000 6,031,000 Furniture & fixtures , ,000 Construction in progress ,590,000 1,045,000 depreciation & amortization ,225,000 6,314,000 Land , ,000 Property, plant & equipment, net ,478,000 3,727,000 Intangible assets, net ,000 Goodwill ,926,000 2,926,000 Other assets , ,000 Total assets ,941,000 42,251,000 Accounts payable ,125,000 5,960,000 Accrued payroll & benefits ,147,000 2,303,000 Accrued warranty, current portion ,000 1,345,000 Accrued taxes , ,000 Accrued professional services , ,000 Accrued capital lease, current portion , ,000 Accrued insurance premium , ,000 Other accrued liabilities , ,000 Customer deposits ,000 85,000 Deferred revenue, current portion ,010,000 3,155,000 Total current liabilities ,014,000 15,106,000 Deferred income taxes , ,000 Deferred revenue - long-term , ,000 Capital lease obligation, long-term ,000 Warranty accrual, long term , ,000 Other liabilities - long-term , ,000 Total liabilities ,876,000 17,326,000 Common stock ,000 58,000 capital ,198, ,622,000 Accumulated other comprehensive gain (loss) (876,000) (801,000) (accumulated deficit) (178,325,000) (162,954,000) equity (deficit) ,065,000 24,925,000 1 Reclassified to conform with presentation BIOLASE, INC Auditor, BDO USA, LLP, as it appeared in Co. s 10- K: "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BIOLASE, Inc. at December 31, and 2015, and the results of its operations and its cash flows for each of the three years in the period ended December 31,, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has negative cash flows from operations for each of the three years in the period ended December 31,. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." BLUEFIRE RENEWABLES INC Consulting fees ,178 Department of Energy grant revenues ,458 1,331,458 Total revenues ,458 1,594,636 Cost of revenue - consulting revenue ,605 Gross margin ,458 1,530,031 Project expenses , , ,132 expenses ,193 1,250, ,648 expenses ,244,255 1,858,687 1,683,780 Operating income (loss) (1,244,255) (947,229) (153,749) Regulatory settlement , Amortization of debt discount , , ,445 Interest expense ,378 42,176 51,286 Related party interest expense ,441 5,503 4,599 Gain on sale of land , Gain on settlement of accounts payable & accrued liabilities , ,919 95,990 Change in fair value of warrant liability ,368 (16,509) Change in fair value of derivative liability ,789 (22,849) (112,785) Gain (loss) on excess fair value of derivative liability (36,317) (312,212)... Total other income (expenses) ,880 (332,135) (231,634) before provision for income taxes..... (1,196,375) (1,279,364) (385,383) Current provision for income taxes - state ,940 2, Total current provision for income taxes ,940 2, Deferred provision (benefit) for income taxes - federal (382,631) (227,080)... Deferred provision (benefit) for income taxes - state (76,619) (32,542)... Valuation allowance.. 459, , Provision for income taxes ,940 2,543 2, (1,199,315) (1,281,907) (387,674) attributable to noncontrolling interest ,634 (747) (8,823) attributable to controlling interest (1,194,681) (1,282,654) (396,497) - basic ,628, ,518, ,370,290 - diluted ,628, ,518, ,370,290 outstanding ,203, ,130, ,858,106 per share - basic..... $0.00 $0.00 $0.00 per share - diluted.... $0.00 $0.00 $0.00 Number of full time Number of part time ,800 1 Reclassified to conform with presentation; 2 Including stock based compensation - expenses: $46,711,000; 3 Shares increased due to the effect of issuance of common shares; 4 As of April 5, 2017; 5 As of March 30, ; 6 Approximately; 7 As of March 30, Cash & cash equivalents ,991 26,922 Prepaid expenses ,291 Total current assets ,968 36,213 Land ,108 Office equipment ,361 63,367 Furniture & fixtures ,962 44,806 gross , ,281 depreciation , ,897 net ,384 Total assets , ,597 Accounts payable ,162, ,887 Accrued liabilities ,549, ,759 Notes payable , ,000 Line of credit, related party ,924 45,230 Note payable to a related party , ,000 Convertible notes payable , Derivative liability , Outstanding warrant liability Total current liabilities ,621,127 2,296,075 Convertible notes payable ,084 Derivative liability ,092 Total liabilities ,621,127 2,606,251 Redeemeable noncontrolling interest , ,614 Common stock , ,163 capital ,068,865 16,967,128 Treasury stock at cost , ,581 (accumulated deficit) (21,694,659) (20,499,978) equity (deficit) (4,319,139) (3,326,268) 1 Net of discount - Convertible notes payable: $3,889; 2 Net of discount - Convertible note payable: $32,886 BLUEFIRE RENEWABLES INC. Auditors, dbbmckennon, as it appeared in Co. s 10-K: "In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BlueFire Renewables, Inc. and subsidiaries as of December 31, and 2015, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 of the consolidated financial statements, the Company has limited working capital, incurred losses, and has significant operating costs expected to be incurred in the next twelve months. These factors raise substantial doubt about the Company s ability to continue as a going concern. Management s plans with respect to these matters are discussed in Note 2. The

5 May 16, 2017 MERGENT OTC UNLISTED NEWS 785 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." BROADWIND ENERGY, INC. Total revenues ,060 46,757 Cost & expenses ,106 46,870 Operating income ,603 (224) Interest expense Other income (expense), net Net before taxes ,464 (366) Income taxes (5,018) (8) Income contin. oper ,482 (358) Income discont. oper (155) (19) Net income ,327 (377) Primary $0.42 $(0.03) Fully Diluted $0.42 $(0.03) Full Diluted ,195 14,758 Year-end ,982 14,803 Cash & equivalents Inventories ,775 Current assets ,373 Net property & equip ,982 Total assets ,688 Current liabilities ,940 Long-term debt ,518 Stockholders equity ,132 Net current assets ,433 CAR CHARGING GROUP INC Charging service revenue ,144,016 1,074,163 1,247,778 Product sales ,126, , Grant & rebate revenue ,672 1,169, ,358 Warranty revenue ,375 82, Network fees , , Equipment sales ,057 Other revenues, net , ,578 28,451 Total revenues ,326,021 3,957,795 2,791,644 Cost of revenues - cost of charging services , ,312 1,230,031 Cost of revenues - host provider fees , , Cost of revenues - cost of equipment sales , , ,910 Cost of revenues - network costs , , Cost of revenues - warranty & repairs & maintenance , , Cost of revenues - depreciation & amortization , ,384 2,455,885 Cost of revenues - inventory obsolescence charge ,437,553 Total cost of revenues ,813,680 2,861,738 5,634,379 Gross profit (loss) ,341 1,096,057 (2,842,735) Compensation ,879,612 8,200,246 8,246,442 Other operating expenses ,451,683 1,662, ,259 expenses ,393,954 2,552,857 2,811,093 Impairment of goodwill ,901,261 Impairment & loss of title of car charging stations ,854,422 Impairment of intangible assets ,161 Impairment of Ecotality investment ,200,000 Gain (loss) on sale/replacement of EV charging stations (39,768) Inducement expense for exclusive EV installation rights provided to the Company ,877 expenses ,725,249 12,415,851 21,646,283 operations (7,212,908) (11,319,794) (24,489,018) Interest expense ,098 82, ,065 Amortization of discount on convertible debt ,412 63,473 61,626 Gain (loss) on settlement or forgiveness of accounts payable & accrued expenses ,625 60, Gain on settlement of accounts payable, net ,789 Gain on settlement of other trade liabilities , Change in fair value of warrant liabilities ,239 3,262,637 3,868,374 Gain (loss) on disposal of fixed assets (17,557) Gain on sale of fixed assets, net , Inducement expense for partial extinguishment of derivative liabilities ,753 Inducement expense for standby financial support ,118 Investor warrant expense , , Preferred stock issuance costs ,808 Non-compliance penalty for delinquent regular SEC filings ,543 1,722, ,517 Non-compliance penalty for SEC registration requirement , , ,188 Release from obligation to U.S. Department of Energy ,833, ,611 Total other income (expense) (486,219) 3,074,870 1,259, (7,699,127) (8,244,924) (23,229,319) Less: net income (loss) attributable to noncontrolling interest (389,600) 531,302 attributable to Car Charging Group, Inc (7,699,127) (8,634,524) (22,698,017) Dividend attributable to Series C shareholders ,468, ,100 20,800 attributable to common shareholders (9,167,627) (9,584,624) (22,718,817) - basic ,156,946 79,029,180 77,675,650 - diluted ,156,946 79,029,180 77,675,650 outstanding ,476,508 79,620,730 77,756,057 per share - basic..... $(0.11) $(0.12) $(0.29) per share - diluted.... $(0.11) $(0.12) $(0.29) Number of full time Number of part time Reclassified to conform with presentation; 2 Reclassified to conform with 2015 presentation; 3 As of March 27, 2017; 4 As of July 27, ; 5 Approximately; 6 As of December 2, Cash & cash equivalents , ,231 Accounts receivable & other receivables, net , ,214 Inventory, gross ,825 1,034,150 Less: obsolescence inventory , ,000 Inventory, net , ,150 Prepaid expenses & other current assets , ,798 Total current assets ,669 1,914,393 EV charging stations ,687,294 4,805,340 Software , ,997 Automobiles , ,751 Office & computer equipment , ,459 Machinery & equipment ,509 71,509 Fixed assets, gross ,482,543 5,601,056 depreciation ,726,861 4,100,163 Fixed assets, net ,682 1,500,893 Intangibles assets, net , ,797 Deferred public offering costs , Deposits ,057 73,513 Inventory conversion costs ,730 51,716 Other assets ,786 6,814 Total assets ,910,881 3,674,126 Accounts payable ,500,267 2,160,433 Accounts payable (1) ,728, ,908,009 Accrued registration rights penalty , ,750 Accrued consulting fees , ,925 Accrued host fees ,308, ,544 Accrued professional, board & other fees ,381,399 1,069,341 Accrued wages , ,779 Accrued commissions , Accrued warranty payable , ,988 Accrued taxes payable , ,949 Accrued payroll taxes payable , Accrued warrants payable ,412 77,761 Accrued issuable equity , ,894 Accrued interest expenses ,838 83,843 Accured dividend payable ,150, ,200 Other accrued expenses ,788 10,750 Accrued expenses (1) , ,969 Accrued public information fee ,005,277 2,433,734 Derivative liabilities ,583,103 1,350,881 Convertible notes payable, net ,274 50,000 Convertible notes payable - related party , Notes payable - related party ,000

6 786 MERGENT OTC UNLISTED NEWS May 16, 2017 Current portion of notes payable , ,954 Current portion of deferred revenue , ,123 Total current liabilities ,798,540 16,351,827 Deferred revenue, net of current portion , ,180 Notes payable, net of current portion ,815 Total liabilities ,898,035 16,465,822 Series B convertible preferred stock , ,000 Series A convertible preferred stock ,000 10,500 Series C convertible preferred stock Common stock ,477 79,621 Additional paid-in-capital ,999,315 63,676,848 (accumulated deficit) (81,071,782) (73,372,655) Total Car Charging Group Inc. - stockholders equity (deficiency) (16,980,840) (9,605,566) Non-controlling interests (3,831,314) (4,011,130) equity (deficiency) (20,812,154) (13,616,696) 1 Related to 350 Green, which became a variable interest entity of the Company on April 17, 2014; 2 Net of discount - convertible notes payable: $501,981 CAR CHARGING GROUP INC Auditors, Marcum LLP, as it appeared in Co. s 10-K: "In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Car Charging Group, Inc. and Subsidiaries as of December 31, and 2015, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully discussed in Note 2, the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern." CARDINAL ENERGY GROUP INC New Accountant On May 1, 2017, RBSM, LLP resigned as Co. s independent public accounting firm. On May 2, 2017, Co. engaged Pinaki & Associates, LLC as its new independent public accounting firm. CCOM GROUP INC Sales ,283,700 81,110,848 81,048,785 Cost of sales ,924,181 59,587,229 59,647,793 Gross profit ,359,519 21,523,619 21,400,992 Selling, general & expenses, net ,980,338 20,648,832 20,240,991 Operating income (loss) ,379, ,787 1,160,001 Other income , , ,533 Interest expense, Total current provision for income taxes (benefit) ,868 7,592 12,283 Deferred provision for income taxes (benefit) - federal ,000 (225,000) 26,100 Deferred provision for income taxes (benefit) - state & local ,000 (25,000) 2,900 Total deferred provision for income taxes (benefit) ,000 (250,000) 29,000 Income tax expense (benefit) ,868 (242,408) 41, , , ,240 - basic ,154,928 9,154,945 9,154,953 - diluted ,439,540 9,439,557 9,439,565 outstanding ,154,928 9,154,928 9,154,953 per share - basic..... $0.08 $0.08 $0.08 per share - diluted.... $0.08 $0.08 $ Number of preferred Includes related party interest - Interest expense, net: $101,464; 2 Includes related party interest - Interest expense, net: $110,684; 3 Includes related party interest - Interest expense, net: $114,892; 4 As of March 31, Cash , ,303 Accounts receivable, gross ,866,870 11,129,219 Allowance for doubtful accounts ,078,613 1,086,213 Accounts receivable, net ,788,257 10,043,006 Inventory ,888,025 13,545,954 Prepaid expenses & other current assets , ,463 Deferred income tax asset Total current assets ,805,079 24,771,726 Computer hardware & software ,635,786 1,721,689 Furniture & fixtures , ,075 Leasehold improvements ,056,548 1,963,779 Showroom fixtures & displays , ,559 Automobiles , ,402 gross ,213,761 5,316,504 Less accumulated depreciation & amortization ,457,711 4,426,638 net , ,866 Goodwill ,416,929 1,416,929 Other assets - noncurrent , ,275 Deferred income tax asset - noncurrent ,316,500 2,466,500 Total assets ,465,702 29,724,296 Borrowings under credit facility - revolving credit ,417,855 12,716,527 Notes payable, current net , , ,011 before income tax expense (benefit) , , ,523 Current provision for income taxes (benefit) - federal.... 7,766 3,309 5,747 Current provision portion for income taxes (benefit) - state & local ,102 4,283 6, , ,895 Trade payables ,852,007 3,833,579 Accrued liabilities ,995,083 1,373,073 Income taxes payable , Total current liabilities ,660,341 18,249,494 Convertible notes payable; related parties , ,000 Notes payable, non-current portion , ,160,717 Deferred income tax liability - noncurrent , ,000 Total liabilities ,204,645 20,177,211 Redeemable convertible preferred stock ,231 14,231 Common stock , ,746 capital ,596,853 12,596,853 (accumulated deficit) (2,807,773) (3,521,745) equity (deficit) ,261,057 9,547,085 1 Reclassified to conform with presentation; 2 Includes related party notes - Notes payable - current portion: $176,283; 3 Includes related party notes - Notes payable - current portion: $162,773; 4 Includes related party notes - Notes payable, noncurrent portion: $795,879; 5 Includes related party notes - Notes payable, non-current portion: $972,161 CIBER INC Bankruptcy Proceedings On May 1, 2017, the U.S. Bankruptcy Court approved Co. s motion for entry of an order authorizing the Debtors to assume the Infor asset purchase agreement (APA) and related transition services agreement (TSA). As previously reported, "On Mar. 20, 2017, the Debtors entered into the Infor APA pursuant to which the Debtors sold the aspect of their business relating to Infor s software products to Infor for a purchase price of $15,000,000. The transaction with Infor was consummated on Mar. 31, The TSA was negotiated as part of the Infor APA. The TSA extends through Dec. 31, 2017 and provides an arrangement for certain services to be provided by Co. to Infor during a transition period beginning on the closing of the sale contemplated by the Infor APA." CIBER INC Bankruptcy Proceedings On May 3, 2017, the U.S. Bankruptcy Court issued a final order approving Co. s emergency motion to (a) use cash collateral on an emergency basis pending a final hearing; (b) incur post-petition debt on an emergency basis pending a final hearing and (c) grant adequate protection and provide security and other relief to Wells Fargo Bank, as agent and lenders. As previously reported, "The D.I.P. Facility Amount is a Maximum Revolver Amount of $37,000,000; provided that so long as no Event of Default has occurred under the Post-Petition Credit Agreement when the Final Order is entered, effective upon entry of such Final Order, the Maximum Revolver Amount will mean $41,000,000 from and after Apr. 30, 2017, in both cases decreased by the amount of reductions in the Commitments made. A Closing Fee of $1,200,000, payable as follows: 1) $400,000 of which shall be fully earned, due and payable immediately upon the closing of the Post-Petition Credit Agreement, 2) an additional $400,000 of which shall be fully earned, due and payable upon entry of the Final Order, and 3) $400,000 of which shall be fully earned upon entry of the Final Order but will be due and payable upon the 35th day following the Filing Date." Also on May 3, 2017, the U.S. Bankruptcy Court issued an order approving Co. s (i) motion for the sale of property free and clear of liens, claims, encumbrances and interests and (ii) an order establishing bidding procedures relating to the sale of the Debtors assets, including approving a break-up fee and expense reimbursement. As previously reported, "The Stalking Horse Purchase Agreement contemplates a purchase price of $50,000,000 for the Purchased Assets plus the assumption of certain liabilities, that have a value of approximately $18,000,000 and reflects CG America s agreement to act as a stalking horse bidder in a Court-supervised bidding and auction process. Specifically, subject to Court approval as part of the Bidding Procedures Order, the Debtors will be required to pay the Stalking Horse Bidder a Break-Up Fee in the amount of $1,500,000 of the purchase price and reimburse the Stalking Horse Bidder for all of its reasonably documented costs and expenses related to pursuing, negotiating, and documenting the transactions contemplated by the Stalking Horse Purchase Agreement, which shall not exceed $500,000 (the Expense Reimbursement and together with the Break-Up Fee, the Bid Protections )." The following related dates are also approved by the Court: auction (if necessary) - May 15, 2017; sale order - May 19, 2017 and sale closing - May 24, CIBER INC Bankruptcy Proceedings On May 5, 2017, Co. filed with the U.S. Bankruptcy Court a first amendment to its asset pur-