what a surprise, 10m in liabilities and they've just started out? Also already three series of preferred ready to dilute the crap out of the common again. Seems like this is just the exact same setup as the last scam
Quarterly Report (10-q)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0000-24477
RESTORGENEX CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 30-0645032
(State of Incorporation) (I.R.S. Employer Identification No.)
1800 Century Park East, 6 th Floor, Los Angeles California 90067
(Address of principal executive offices)
(310) 526-8700
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock par value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The number of shares of common stock outstanding at May 19, 2014 was 14,878,410 shares.
RESTORGENEX CORPORATION
FORM 10-Q
MARCH 31, 2014
INDEX
Page
Part I – Financial Information
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
Item 3. Qualitative and Quantitative Disclosures About Market Risk 34
Item 4. Controls and Procedures 34
Part II – Other Information
Item 1. Legal Proceedings 35
Item 1A. Risk Factors 36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36
Item 3. Defaults Upon Senior Securities 36
Item 4. Mine Safety Disclosures 36
Item 5. Other Information 36
Item 6. Exhibits 37
Signatures 38
Certifications
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RESTORGENEX CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2014 2013
(Unaudited)
ASSETS
Current assets
Cash and equivalents $ 222,071 $ 254,964
Prepaid expenses and deposits 2,455,881 2,743,319
Total current assets 2,677,952 2,998,283
Property and equipment, net 81,563 11,262
Intangible assets 9,725,258 7,691,682
Goodwill 13,962,880 7,642,825
Total assets $ 26,447,653 $ 18,344,052
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,601,721 $ 1,520,206
Deferred salary 838,476 571,328
Accrued interest 633,961 89,472
Other accrued expenses and liabilities 1,829,119 1,697,714
Payable to officer 156,358 156,358
Rent liability for facilities no longer occupied 1,121,495 1,121,495
Notes payable 2,932,002 1,867,002
Obligation to issue stock for transfer of liabilities 1,581,641 1,854,743
Total current liabilities 10,694,773 8,878,318
Long-term liability - deferred taxes on acquisition 3,538,051 3,000,576
Commitments and contingencies
Shareholders' equity
Series C 10% Preferred Stock, $0.001 par value: 1,000,000 shares authorized, 0 and 0 shares issued and outstanding – –
Series D 10% Preferred Stock, $0.001 par value: 500,000 shares authorized, 0 and 0 shares issued and outstanding – –
Series E 5% Preferred Stock, $0.001 par value: 10,000 shares authorized; 0 and 0 shares issued and outstanding – –
Common stock, $0.001 par value: 1,000,000,000 shares authorized; 8,683,785 and 5,813,785 shares issued and outstanding 8,684 5,814
Additional paid-in capital 74,670,219 67,390,493
Accumulated deficit (62,464,074 ) (60,937,550 )
Total RestorGenex shareholders' equity 12,214,829 6,458,757
Non-controlling interest equity – 6,401
Total shareholders' equity 12,214,829 6,465,158
Total liabilities and shareholders' equity $ 26,447,653 $ 18,344,052
See accompanying Notes to Financial Statements.
3
RESTORGENEX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
2014 2013
Revenues $ – $ –
Cost of revenues – –
Gross margin – –
Operating expenses
General and administrative 611,845 624,674
Warrants, options and stock compensation 149,885 1,316,148
Legal and professional services 131,686 143,103
Depreciation and amortization 478,104 8,687
Total operating expenses 1,371,520 2,092,612
Loss from operations (1,371,520 ) (2,092,612 )
Other (income)/expenses
Loss on adjustments to fair value of derivative liability – 236,850
Other income (49,639 ) (2,564 )
Interest expense 58,294 22,971
Total other expenses 8,655 257,257
Net loss from continuing operations (1,380,175 ) (2,349,869 )
Net loss from discontinued operations – (126,911 )
Net loss (1,380,175 ) (2,476,780 )
Preferred dividends – 124,375
Net loss attributable to holders of RestorGenex Corporation common stock $ (1,380,175 ) $ (2,601,155 )
Basic and diluted loss per share for continuing operations $ (0.23 ) $ (2.77 )
Basic and diluted loss per share for discontinued operations – (0.14 )
Total basic and diluted loss per share $ (0.23 ) $ (2.91 )
Basic weighted average shares outstanding 5,934,474 892,534
Fully-diluted weighted average shares outstanding 5,934,474 1,207,534
See accompanying Notes to Financial Statements.
4
RESTORGENEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
2014 2013
Cash flows from operating activities:
Net loss from continuing operations $ (1,380,175 ) $ (2,349,869 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 478,104 8,687
Gain on adjustments to fair value of derivative liability – 236,850
Warrants, options and stock 149,885 1,323,098
Stock issued for services – 130,000
Increase / (decrease) in:
Prepaid expenses and deposits – (36,100 )
Accounts payable 81,515 (17,672 )
Deferred salary 267,148 181,555
Accrued interest 58,294 22,975
Other accrued expenses and liabilities (87,664 ) 194,293
Net cash used in operating activities (432,893 ) (306,183 )
Cash flows from financing activities:
Proceeds from notes payable 400,000 200,000
Net cash provided by financing activities 400,000 200,000
Decrease in cash and equivalents from continuing operations (32,893 ) (106,183 )
Decrease in cash and equivalents from discontinued operations – (94,475 )
Total decrease in cash and equivalents (32,893 ) (200,658 )
Cash and equivalents, beginning of period 254,964 312,093
Cash and equivalents, end of period $ 222,071 $ 111,435
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ – $ –
Cash paid during the period for income taxes $ – $ –
See accompanying Notes to Financial Statements.
AI
