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Re: None

Tuesday, 05/05/2015 7:38:23 PM

Tuesday, May 05, 2015 7:38:23 PM

Post# of 106834
10-Q, first glance- LARGER LOSS FROM OPERATIONS, only $79K total cash left on-hand and 10's and 10's of MILLIONS more common dilution shares issued and also more toxic, convertible debt deals done in just early April. Those are the first "highlights" - will read cover to cover later when I get the time.

Here's some key pages IMO at first 5 minute glance:

PAGE 1:
As of May 05, 2015, there were 734,759,150 outstanding shares of the Registrant’s common stock, par value $0.001 per share.


HOLY FREAKING COW. I was guessing "maybe" 700 MILLION shares- but WOW !! They blew through the 700 MILLION mark and it looks like are just keeping on trucking on that share dilution? Wow, that's a lot of dilution IMO !

Last filed 10-K, PAGE 1:
"The number of shares outstanding of the registrant’s Common Stock, $0.001 par value, as of March 16th, 2015 was 647,653,526."


So that's 734,759,150 - 647,653,526 = 87,105,624 MILLION shares of pure dilution from March 16th to May 5th, in less than 2 months. WOW !

PAGE 5 (condensed statement of operations)

Net loss from operations: (807,646)
NET (LOSS) INCOME: $(1,048,217)

That net loss from operations is up about $200K from the same period/qtr over qtr from 2014. Losses are getting larger, not smaller. And that's w/o any debt being paid down this quarter- the debt actually grew a bit if anything.

They LOST BASICALLY a FREAKING $MILLION for the qtr, despite the ole "revenue" thingy. WOW ! LARGER LOSSES than prior quarters. That would put um on track for an annual loss of around $4 MILLION at this rate.

Marketing, general and ADMIN costs continued to rise- getting bigger again.
Marketing, general and administrative: $998,133

(that's about a $150K increase over same period 2014, again, their rising costs are continually far outstripping any revenues after cost of sales is subtracted out it appears)

PAGE 11:

"NOTE 2 — GOING CONCERN MATTERS

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during three months ended March 31, 2015, the Company incurred an operating loss of $1,048,217 and used $384,251 in cash for operating activities. As of March 31, 2015, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $11.0 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time."


PAGE 23/24"

On April 2, 2015, the Company issued 11,508,100 shares of common stock in settlement of $213,904 of accrued payables to Guarantor of the Company’s loan agreement with Bank of America and Seaside Bank. (See Note 5).

In April 2015, the Company sold 540,736 shares of its common stock for net proceeds of $5,000. In connection with the stock sale, the Company issued 540,736 warrants to purchase the Company’s common stock for five years at $0.009247 per share. In In addition, the Company issued 6,869,151 shares of its common stock in settlement for services, provided, 22,053,009 shares of its common stock in settlement of $79,000 of outstanding convertible notes payable, and $2,739 accrued interest, 1,363,031 shares of its common stock in settlement of $12,635.29 related party interest on Northstar debt (see Note 8), 14,917,086 shares of our common stock in exchange of $79,075 draw down on the Magna equity line and on April 9, 2015, the Company issued 413,289 shares of its common stock in settlement as “true up” shares pursuant to the draw down on the equity line."


So that's about 11.5 MILLION + 500K + 6.8 MILLION + 22 MILLION + 1.3 MILLION + 14.9 MILLION + 400K = approx 57,400,000 DILUTION shares issued in JUST APRIL of 2015 !!! 57 FREAKING MILLION SHARES OF DILUTION issued in a period of about ONE MONTH, holy freaking cow !! The dilution share issuing machine seems well oiled and to be chugging right along, LOL, wow !

PAGE 24 (more toxic debt deals for cash, in addition to tapping the Magna line in the paragraph above for $79K costing um 15 MILLION plus shares)

"Subsequent financing

On April 13, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“Vis”), for the sale of an 8% convertible note in the principal amount of $33,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on January 16, 2016. The Note is convertible into common stock, at Vis’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owed multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.

On April 27, 2015, the Company entered into a Securities Purchase Agreement with Daniel James Management, Inc., for the sale of an 9.5% convertible note in the principal amount of $25,000 (the “Note”).

The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on April 26, 2016. The Note is convertible into common stock, at Asher’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts."


PAGE 33:

"At March 31, 2015, we had cash and cash equivalents totaling $70,974. However our working capital deficit as of such date was approximately $11 million. Our independent registered public accounting firm has issued its report dated March 16, 2015 in connection with the audit of our financial statements as of December 31, 2014 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern and Note 2 of our unaudited financial statement for the quarter ended March 31, 2015 addresses the issue of our ability to continue as a going concern."


(Note, the accounts payable alone exceed $2 MILLION again, against just $79K cash left on-hand. See "accounts payable" entry PAGE 4)

That's the quick glance version- the dilution continues to be staggering IMO, the losses are increasing if anything, not decreasing and they are near cash broke again w/ about $79K total against accounts payable of over $2 million and total obligations of now $11 million. So "revenues" don't appear to have made any difference. They tapped MAGNA costing um over 15 MILLION shares for $79K of cash AND still did qty-2 more toxic, floorless, convertible debt deals just recently (Daniel James again and Vis Vires again)- in April.

Nothing really changed here that I can see- they're in the same mode of dilution and continual use of toxic debt and very low cash.

My .0058 cents worth. Will read it in more detail later on.