Quarterly report pursuant to Section 13 or 15(d)

Note 1 - Business Organization, Nature of Business and Basis of Presentation

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Note 1 - Business Organization, Nature of Business and Basis of Presentation
9 Months Ended
Sep. 30, 2018
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]
Note
1
– Business Organization, Nature of Business and Basis of Presentation
 
 
Nature of Business
 
The Coretec Group Inc. (the “Group”) (formerly
3DIcon
Corporation) (
“3DIcon”
) was incorporated on
August 11, 1995,
under the laws of the State of Oklahoma as First Keating Corporation. The articles of incorporation were amended
August 1, 2003
to change the name to
3DIcon
Corporation. During
2001,
First Keating Corporation began to focus on the development of
360
-degree holographic technology. From
January 1, 2001,
3DIcon’s
primary activity has been the raising of capital in order to pursue its goal of becoming a significant participant in the development, commercialization and marketing of next generation
3D
display technologies.
 
Coretec Industries, LLC (“Coretec”), a wholly owned subsidiary of the Group (collectively the “Company”), was organized on
June 2, 2015
in the state of North Dakota. Coretec is currently developing, testing, and providing new and/or improved technologies, products, and service solutions for energy-related industries including, but
not
limited to oil/gas, renewable energy, and distributed energy industries. Many of these technologies and products also have application for medical, electronic, photonic, display, and lighting markets among others. Early adoption of these technologies and products is anticipated in markets for energy storage (Li-ion batteries), renewable energy (BIPV), and electronics (Asset Monitoring).
 
Reverse Acquisition
 
On
May 31, 2016,
the Group entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Coretec and
four
Coretec members (the “Members”), which Members held all outstanding membership interests in Coretec. On
September 30, 2016 (
the “Closing Date”), the Group closed the transaction contemplated by the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, the Members agreed to sell all their membership interests in Coretec to the Group in exchange for the Group’s issuance of an aggregate
4,760,872
shares of the Group’s Series B Convertible Preferred Stock to the Members (the “Exchange”). Coretec became a wholly-owned subsidiary of the Group and the former Members beneficially owned approximately
65%
of the Group’s common stock on a fully-diluted basis on the Closing Date. Upon the closing of the Share Exchange Agreement,
two
of the Group’s Directors resigned and
three
new Directors associated with Coretec were nominated and elected, giving control of the board of directors to former Coretec Members.
 
Authorization of Reverse Stock Split
 
On
February 21, 2017 (
the “Record Date”), the Board of Directors unanimously approved, and a majority of the Company’s stockholders, as of the Record Date, approved by written consent pursuant to Section 
18
-
1073
of the Oklahoma Act, to permit the Company’s Board of Directors, in its sole discretion, to effectuate
one
or more consolidations of the issued and outstanding shares of common stock at some future date
no
later than the
first
anniversary of the Record Date, pursuant to which the shares of common stock would be combined and reclassified into
one
validly issued fully paid and non-assessable share of common stock at a ratio (the “Reverse Split Ratio”) within the range of
1
-for-
50
and up to
1
-for-
300
(the “Reverse Split Range”), with each stockholder otherwise entitled to receive a fractional share of common stock as a result of the Reverse Stock Split. Effective
June 28, 2017,
a Reverse Stock Split pursuant to the maximum stated Reverse Split Ratio, each
300
shares of our issued and outstanding common stock was automatically converted into
1
share of common stock.
 
Basis of Presentation
 
The accompanying condensed consolidated financial statements of the Company have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made are adequate to make the information presented
not
misleading. These condensed consolidated financial statements should be read in conjunction with the Company’s year-end audited consolidated financial statements and related footnotes included in the previously filed Form
10
-K, and in the opinion of management, reflects all adjustments necessary to present fairly the condensed consolidated financial position of the Company. The condensed consolidated results of operations for interim periods
may
not
be indicative of the results which
may
be realized for the full year.