x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
oTRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______. |
Nevada
|
26-0561199
|
(State or other jurisdiction
|
(IRS Employer
|
of incorporation or organization)
|
Identification No.)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company x
|
PART I - FINANCIAL INFORMATION
|
3
|
||||
Item 1.
|
3
|
||||
Item 2.
|
19
|
||||
Item 3.
|
22
|
||||
Item 4.
|
22
|
||||
PART II - OTHER INFORMATION
|
23
|
||||
Item 1.
|
23
|
||||
Item 1A.
|
23
|
||||
Item 2.
|
23
|
||||
Item 3.
|
24
|
||||
Item 4.
|
24
|
||||
Item 5.
|
24
|
||||
Item 6.
|
25
|
||||
26 |
June 30,
2015
|
December 31,
2014
|
|||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash
|
$ | 182,029 | $ | 99,462 | ||||
Accounts receivable, net
|
48,043 | 243,782 | ||||||
Inventory, net
|
123,687 | 95,376 | ||||||
Prepaid expenses
|
20,797 | 46,107 | ||||||
Total Current Assets | 374,556 | 484,727 | ||||||
Property and Equipment, net | 38,779 | 43,147 | ||||||
Patents and license, net | 345,065 | 342,834 | ||||||
Total Assets | $ | 758,400 | $ | 870,708 | ||||
Liabilities and Stockholders' Equity (Deficit) | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued expenses
|
$ | 674,286 | $ | 569,169 | ||||
Short-term convertible notes payable, net of discount related-party
|
12,760 | 9,399 | ||||||
Short-term convertible notes payable, net of discount
|
144,722 | 357,646 | ||||||
Notes payable
|
8,962 | 51,030 | ||||||
Total Current Liabilities | 840,730 | 987,244 | ||||||
Total Liabilities | 840,730 | 987,244 | ||||||
Stockholders' Equity (Deficit): | ||||||||
Preferred stock, $0.001 par value, 5,000,000 shares authorized,
Series A preferred stock, 350,000 shares designated,
192,807 and 200,807 shares issued and outstanding,
respectively, aggregate liquidation value of $964,035
and $1,004,035 respectively
|
193 | 201 | ||||||
Common stock, $0.001 par value, 150,000,000 shares authorized,
27,473,897 and 15,512,927 shares issued and outstanding, respectively
|
27,474 | 15,514 | ||||||
Additional paid-in capital
|
12,370,275 | 10,771,035 | ||||||
Deferred compensation
|
(73,486 | ) | (86,344 | ) | ||||
Accumulated deficit
|
(12,406,786 | ) | (10,816,942 | ) | ||||
Total Stockholders' Equity (Deficit) | (82,330 | ) | (116,536 | ) | ||||
Total Liabilities and Stockholders' Equity (Deficit) | $ | 758,400 | $ | 870,708 |
Three Months
|
Three Months
|
Six Months
|
Six Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
June 30, 2015
|
June 30, 2014
|
June 30, 2015
|
June 30, 2014
|
|||||||||||||
REVENUES
|
$ | 108,136 | $ | 104,693 | $ | 210,465 | $ | 267,261 | ||||||||
COST OF GOODS SOLD
|
46,723 | 36,202 | 78,348 | 96,024 | ||||||||||||
GROSS PROFIT
|
61,413 | 68,491 | 132,117 | 171,237 | ||||||||||||
OPERATING EXPENSES
|
||||||||||||||||
Advertising and promotion
|
44,564 | 13,136 | 78,234 | 35,086 | ||||||||||||
Professional fees
|
46,657 | 38,454 | 100,011 | 87,216 | ||||||||||||
Consulting fees
|
299,639 | 191,063 | 363,474 | 293,592 | ||||||||||||
General and administrative
|
620,924 | 342,938 | 1,001,581 | 717,148 | ||||||||||||
Total Operating Expenses | 1,011,784 | 585,591 | 1,543,300 | 1,133,042 | ||||||||||||
LOSS FROM OPERATIONS
|
(950,371 | ) | (517,100 | ) | (1,411,183 | ) | (961,805 | ) | ||||||||
OTHER INCOME (EXPENSES)
|
||||||||||||||||
Interest expense
|
(60,248 | ) | (96,684 | ) | (157,509 | ) | (174,402 | ) | ||||||||
Other income (expense)
|
(26,217 | ) | - | 11,348 | (12,965 | ) | ||||||||||
Loss on settlement of notes payable
|
(32,500 | ) | - | (32,500 | ) | - | ||||||||||
Gain on settlement of accounts payable
|
- | 103,021 | - | 103,021 | ||||||||||||
NET LOSS
|
$ | (1,069,336 | ) | $ | (510,763 | ) | $ | (1,589,844 | ) | $ | (1,046,151 | ) | ||||
NET LOSS PER COMMON SHARE
- BASIC AND DILUTED: |
$ | (0.05 | ) | $ | (0.06 | ) | $ | (0.08 | ) | $ | (0.12 | ) | ||||
Weighted common shares outstanding
- basic and diluted
|
23,319,184 | 8,532,935 | 19,814,557 | 8,429,958 |
Additional
|
Total
Stockholders'
|
|||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
Paid
|
Deferred
|
Accumulated
|
Equity
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
In Capital
|
Compensation
|
Deficit
|
(Deficit)
|
|||||||||||||||||||||||||
Balance - December 31, 2014
|
200,807
|
$
|
201
|
15,512,927
|
$
|
15,514
|
$
|
10,771,035
|
$
|
(86,344
|
)
|
$
|
(10,816,942
|
)
|
$
|
(116,536
|
)
|
|||||||||||||||
Issuance of warrants in connection with convertible notes payable
|
-
|
-
|
-
|
-
|
6,850
|
-
|
-
|
6,850
|
||||||||||||||||||||||||
Issuance of common stock for cash
|
-
|
-
|
4,780,000
|
4,780
|
515,225
|
-
|
-
|
520,005
|
||||||||||||||||||||||||
Issuance of common stock for conversion of preferred stock
|
(8,000
|
)
|
(8
|
)
|
80,000
|
80
|
(72
|
)
|
-
|
|||||||||||||||||||||||
Issuance of common stock for conversion of convertible debt
|
-
|
-
|
2,746,382
|
2,746
|
286,454
|
-
|
-
|
289,200
|
||||||||||||||||||||||||
Issuance of common stock for conversion of accounts payable
|
-
|
-
|
360,665
|
360
|
107,472
|
-
|
-
|
107,832
|
||||||||||||||||||||||||
Issuance of common stock for cashless exercise of warrants
|
-
|
-
|
2,050,923
|
2,051
|
(2,051
|
)
|
-
|
|||||||||||||||||||||||||
Stock compensation
|
-
|
-
|
1,550,000
|
1,550
|
520,679
|
-
|
-
|
522,229
|
||||||||||||||||||||||||
Issuance of common stock for services
|
-
|
-
|
393,000
|
393
|
88,903
|
-
|
-
|
89,296
|
||||||||||||||||||||||||
Issuance of warrants for services
|
-
|
-
|
-
|
-
|
36,597
|
(36,597
|
)
|
-
|
-
|
|||||||||||||||||||||||
Issuance of warrants in connection with sales agreement
|
-
|
-
|
-
|
-
|
7,891
|
-
|
-
|
7,891
|
||||||||||||||||||||||||
Amortization of deferred compensation
|
-
|
-
|
-
|
-
|
-
|
80,747
|
-
|
80,747
|
||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,589,844
|
)
|
(1,589,844
|
)
|
||||||||||||||||||||||
Balance - June 30, 2015
|
192,807
|
$
|
193
|
27,473,897
|
$
|
27,474
|
$
|
12,370,275
|
$
|
(73,486
|
)
|
$
|
(12,406,786
|
)
|
$
|
(82,330
|
)
|
Six Months
|
Six Months
|
|||||||
Ended
|
Ended
|
|||||||
June 30, 2015
|
June 30, 2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(1,589,844
|
)
|
$
|
(1,046,151
|
)
|
||
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
|
||||||||
Depreciation/amortization
|
17,509
|
19,710
|
||||||
Gain on settlement of accounts payable
|
-
|
(103,021
|
) | |||||
Loss on write-off of debt discount
|
23,321
|
-
|
||||||
Amortization of discount on convertible notes
|
106,287
|
254,202
|
||||||
Stock-based compensation
|
700,163
|
388,541
|
||||||
Loss on sale of stock subscription receivable
|
-
|
12,965
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
195,739
|
(19,573
|
)
|
|||||
Inventory
|
(28,311
|
)
|
25,875
|
|||||
Prepaid expenses
|
28,337
|
15,090
|
||||||
Other current assets
|
-
|
(1,300
|
)
|
|||||
Accounts payable and accrued expenses
|
236,328
|
196,224
|
||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(310,471
|
)
|
(257,438
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(6,399
|
)
|
(2,654
|
) | ||||
Acquisition of patents and patents pending (net)
|
(8,973
|
)
|
(7,341
|
)
|
||||
NET CASH USED IN INVESTING ACTIVITIES
|
(15,372
|
)
|
(9,995
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from issuance of common stock
|
520,005
|
-
|
||||||
Proceeds from convertible notes payable and notes payable
|
50,000
|
267,000
|
||||||
Payment on notes payable
|
(161,595
|
)
|
(20,969
|
)
|
||||
Payment on convertible note payable - related party
|
-
|
(40,000
|
)
|
|||||
Proceeds from sale of stock subscription receivable
|
-
|
40,000
|
||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
408,410
|
246,031
|
||||||
NET CHANGE IN CASH
|
82,567
|
(21,402
|
)
|
|||||
Cash at beginning of period
|
99,462
|
36,886
|
||||||
Cash at end of period
|
$
|
182,029
|
$
|
15,484
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||
Interest paid
|
$
|
36,032
|
$
|
840
|
||||
SUPPLEMENTAL DISCLOSURE OF NONCASH FLOWS FINANCING
AND INVESTING ACTIVITIES:
|
||||||||
Conversion of convertible notes payable, accounts
payable and accrued interest to preferred and common stock
|
$
|
397,032
|
$
|
83,421
|
||||
Warrants issues for services
|
$
|
26,269
|
-
|
|||||
Stock issued for services
|
$
|
89,296
|
$
|
39,556
|
||||
Common stock issued for future services
|
$
|
-
|
$
|
44,250
|
Office equipment
|
3 years
|
Production equipment
|
5 to 7 years
|
Equipment under capital lease
|
5 to 7 years
|
Leasehold improvements
|
Lesser of lease term or useful life of improvement
|
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions.
|
-
|
The expected life of warrants issued represents the period of time the warrants are expected to be outstanding.
|
-
|
The expected volatility is generally based on the historical volatility of comparable companies’ stock over the contractual life of the warrant.
|
-
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the warrant.
|
-
|
The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the warrant.
|
For the Three Months Ended June 30,
|
For the Six Months Ended June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net loss
|
$ | (1,069,336 | ) | $ | (510,763 | ) | $ | (1,589,844 | ) | $ | (1,046,151 | ) | ||||
Denominator:
|
||||||||||||||||
Weighted-average common shares outstanding
|
23,319,184 | 8,532,935 | 19,814,557 | 8,429,958 | ||||||||||||
Basic and diluted net loss per share
|
$ | (0.05 | ) | $ | (0.06 | ) | $ | (0.08 | ) | $ | (0.12 | ) | ||||
Common stock warrants
|
17,791,007 | 4,520,308 | 17,791,007 | 4,520,308 | ||||||||||||
Series A convertible preferred stock
|
1,928,070 | 2,378,070 | 1,928,070 | 2,378,070 | ||||||||||||
Stock options
|
2,896,470 | 2,572,099 | 2,896,470 | 2,572,099 | ||||||||||||
Convertible debt including interest
|
95,438 | 900,321 | 95,438 | 900,321 | ||||||||||||
Excluded dilutive securities
|
22,710,985 | 10,370,798 | 22,710,985 | 10,370,798 |
June 30, 2015
|
December 31, 2014
|
|||||||
Raw materials
|
$ | 36,932 | $ | 202,591 | ||||
Finished goods
|
237,819 | 43,849 | ||||||
274,751 | 246,440 | |||||||
Less: reserve for excess and obsolete inventory
|
(151,064 | ) | (151,064 | ) | ||||
$ | 123,687 | $ | 95,376 |
June 30, 2015
|
December 31, 2014
|
|||||||
Office equipment
|
$ | 30,006 | $ | 27,507 | ||||
Production equipment
|
90,899 | 86,999 | ||||||
Leasehold improvements
|
16,328 | 16,328 | ||||||
137,233 | 130,834 | |||||||
Less: accumulated depreciation
|
(98,454 | ) | (87,687 | ) | ||||
$ | 38,779 | $ | 43,147 |
June 30, 2015
|
December 31, 2014
|
|||||||
Licenses and amortizable patents
|
$ | 207,244 | $ | 207,244 | ||||
Unamortized patents
|
175,130 | 166,159 | ||||||
Accumulated amortization
|
(37,309 | ) | (30,569 | ) | ||||
Patents and Licenses, net
|
$ | 345,065 | $ | 342,834 |
June 30, 2015
|
December 31, 2014
|
|||||||
Executive compensation
|
$ | 320,522 | $ | 153,432 | ||||
Other accruals
|
45,951 | 19,725 | ||||||
$ | 366,473 | $ | 173,157 |
June 30, 2015
|
December 31, 2014
|
|||||||
Notes payable - current
|
||||||||
7.85% unsecured, $473 due monthly
|
$ | - | $ | 2,304 | ||||
7.85% unsecured, $314 due monthly
|
2,125 | - | ||||||
4.15% unsecured, $3,436 due monthly
|
6,837 | 23,726 | ||||||
10.00% unsecured, interest only, due on demand. Note was settled on May 29, 2015 in exchange for 250,000 shares of common stock. In addition, 500,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15. We calculated and posted a loss on the settlement in the amount of $32,500. | - | 25,000 | ||||||
$ | 8,962 | $ | 51,030 |
Convertible notes payable, net
|
||||||||
8% secured due on December 26, 2015 (net of discount related to beneficial conversion feature of $3,521 in 2015 and $7,746 in 2014), convertible into preferred stock at $5.00 per share.
|
$ | 46,479 | $ | 42,254 | ||||
6% unsecured, convertible into common stock at $2.00 per share, due on demand
|
50,000 | 50,000 | ||||||
10% unsecured due March 2015 (net of discount related to warrants of $0 in 2015 and $2,362 in 2014). Note and accrued interest were converted on May 7, 2015 for 275,000 shares of common stock. In addition, 550,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15.
|
- | 22,638 | ||||||
10% unsecured due April 2015 (net of discount related to warrants of $0 in 2015 and $9,800 in 2014). Note and accrued interest were converted on April 30, 2015 for 1,100,000 shares of common stock. In addition, 2,200,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15.
|
- | 90,200 | ||||||
10% unsecured due April 2015 (net of discount related to warrants of $0 in 2015 and $1,377 in 2014). Paid in full in April 2015.
|
- | 8,623 | ||||||
8% unsecured due April 2015 (net of discount related to beneficial conversion feature of $0 in 2015 and $11,968 in 2014), This note was converted into 527,911 shares of common stock during first quarter 2015
|
- | 30,532 | ||||||
8% unsecured due May 2015 (net of discount related to beneficial conversion feature of $0 in 2015 and $19,190 in 2014), $25,000 of this note was converted into 318,471 shares of common stock while the remaining $28,000 was repaid in cash during first quarter 2015.
|
- | 33,810 | ||||||
10% unsecured due December 2015 (net of discount related to warrants of $660 and $4,620 in 2014) convertible price to be determined by the purchase price paid by investors in the Series B, not to exceed $1.50 per share
|
29,340 | 25,380 | ||||||
10% unsecured due December 2015 (net of discount related to warrants of $432 in 2015 and $1,727 in 2014) convertible price to be determined by the purchase price paid by investors in the Series B, not to exceed $1.50 per share
|
9,568 | 8,273 | ||||||
10% unsecured due October 2015 (net of discount related to warrants of $665 in 2015 and $1,805 in 2014) convertible price to be determined by the purchase price paid by investors in the Series B, not to exceed $1.50 per share
|
9,335 | 8,195 | ||||||
10% unsecured due October 2015 (net of discount related to warrants of $0 in 2015 and $4,512 in 2014) Note and accrued interest were converted on May 21, 2015 for 275,000 shares of common stock. In addition, 550,000 3-year warrants were granted and vested with an exercise price ranging from $0.125 - $0.15.
|
- | 20,488 | ||||||
8% unsecured due September 2015 (net of discount related to beneficial conversion feature of $0 in 2015 and $36,247 in 2014). This note was paid off during quarter ended June 30, 2015.
|
- | 17,253 | ||||||
$ | 144,722 | $ | 357,646 |
Convertible notes payable, net related party
|
||||||||
0% unsecured due November 2015 (net of discount related to beneficial conversion feature of $1,095 in 2015 and $2,738 in 2014 and net of discount related to warrants of $1,145 in 2015 and $2,863 in 2014 and convertible into common stock at $0.30 per share.)
|
$ | 12,760 | $ | 9,399 | ||||
$ | 12,760 | $ | 9,399 |
o
|
Marvin Hausman, CEO, 600,000 shares valued at $120,000,
|
o
|
Devin Andres, COO, 550,000 shares valued at $110,000,
|
o
|
Philip Sobol, board of directors, 200,000 shares valued at $40,000, and
|
o
|
Elliott Shelton, board of directors, 200,000 shares valued at $40,000.
|
o
|
80,000 shares of common stock for conversion of 8,000 shares of Series A preferred stock,
|
o
|
4,350,000 shares of common stock issued for $435,000 in cash,
|
o
|
1,550,000 shares of common stock issued to the board of directors and executives valued at $310,000,
|
o
|
1,900,000 shares of common stock in exchange for conversion of notes payable in the amount of $175,000 plus accrued interest of $12,500,
|
o
|
2,050,923 shares of common stock in a cashless exchange for 2,158,867 warrants,
|
o
|
305,165 shares of common stock with a value of $96,732 in exchange for conversion of accounts payable, and
|
o
|
365,000 shares of common stock with a value of $78,913 for services rendered.
|
o
|
151,126 shares of common stock with a value of $32,520 upon conversion of $30,000 of convertible notes payable along with accrued interest of $2,520,
|
o
|
23,000 shares of common stock with a value of $13,113 for services rendered,
|
o
|
441,620 shares of common stock in exchange for 44,162 shares of Series A preferred stock, and
|
o
|
80,000 shares of common stock with a value of $46,400 for the settlement of accounts payable in the amount of $149,421. We posted a gain on settlement in the amount of $103,021.
|
o
|
28,000 shares of common stock for a value of $10,383 for services rendered,
|
o
|
430,000 shares of common stock issued for $85,005 in cash,
|
o
|
846,382 shares of common stock in exchange for conversion of notes payable in the amount of $67,500 plus accrued interest of $1,720, and
|
o
|
55,500 shares with a value of $11,100 in exchange for conversion of accounts payable.
|
o
|
64,700 shares of common stock for a value of $39,556 for services rendered,
|
o
|
79,293 shares of common stock for a value of $44,250 for services to be performed in the future, and
|
o
|
6,717 shares of common stock with a value of $4,501 for the settlement of accounts payable.
|
Weighted
|
||||||||||||||||||||
Weighted
|
Average
|
|||||||||||||||||||
Average
|
Remaining
|
Aggregate
|
||||||||||||||||||
Number of
|
Exercise Price
|
Exercise
|
Contractual Term
|
Intrinsic
|
||||||||||||||||
Shares
|
Range
|
Price
|
(Years)
|
Value
|
||||||||||||||||
Outstanding, December 31, 2013
|
2,352,099 | $ | 0.38 - $1.00 | $ | 0.51 | 7.90 | 199,505 | |||||||||||||
Exercisable, December 31, 2013
|
1,810,344 | $ | 0.38 - $1.00 | $ | 0.52 | 7.88 | 138,707 | |||||||||||||
Granted
|
624,571 | $ | 0.40-$0.75 | $ | 0.52 | 6.49 | - | |||||||||||||
Exercised
|
- | - | $ | - | - | - | ||||||||||||||
Expired/Forfeited
|
110,200 | $ | 0.40-$0.50 | $ | 0.48 | 9.51 | - | |||||||||||||
Outstanding, December 31, 2014
|
2,866,470 | $ | 0.30 - $1.00 | $ | 0.48 | 8.96 | - | |||||||||||||
Exercisable, December 31, 2014
|
2,321,001 | $ | 0.38 - $1.00 | $ | 0.47 | 9.50 | - | |||||||||||||
Granted
|
30,000 | $ | 0.20 | $ | 0.20 | 5.00 | - | |||||||||||||
Exercised
|
- | - | $ | - | - | - | ||||||||||||||
Expired/Forfeited
|
- | - | $ | - | - | - | ||||||||||||||
Outstanding, June 30, 2015
|
2,896,470 | $ | .0.20 - $1.00 | $ | 0.46 | 11.24 | - | |||||||||||||
Exercisable, June 30, 2015
|
2,613,354 | $ | 0.20 - $1.00 | $ | 0.45 | 11.74 | - |
Number of
|
Exercise
|
|||||
shares
|
Price
|
|||||
190,000 | $ | 0.20 | ||||
300,000 | $ | 0.30 | ||||
55,000 | $ | 0.38 | ||||
1,186,670 | $ | 0.40 | ||||
10,000 | $ | 0.45 | ||||
631,800 | $ | 0.50 | ||||
160,000 | $ | 0.60 | ||||
15,000 | $ | 0.62 | ||||
100,000 | $ | 0.75 | ||||
10,000 | $ | 0.81 | ||||
200,000 | $ | 0.85 | ||||
38,000 | $ | 1.00 | ||||
2,896,470 |
Date of Issue
|
June 30, 2015
|
Exercise Price
|
Expiration
|
||||||||
June-15
|
302,500 | $ | 0.125 - $0.15 | 06/2018 | |||||||
May-15
|
6,160,000 | $ | 0.125 - $0.23 |
05/2018 - 05/2022
|
|||||||
April-15
|
6,160,000 | $ | 0.01 - $0.15 |
04/2018 - 04/2027
|
|||||||
March-15
|
140,000 | $ | 0.10 - $0.75 |
03/2018 - 03/2022
|
|||||||
February-15
|
- | $ | 0.00 | - | |||||||
January-15
|
70,000 | $ | 0.30 - $0.50 | 01/2020 | |||||||
As of December
2014
|
7,247,982 | $ | 0.36 - $10.00 |
05/2015 - 10/2024
|
|||||||
Total
|
20,080,482 | ||||||||||
Less:
|
|||||||||||
Expired
|
130,608 | ||||||||||
Exercised
|
2,158,867 | ||||||||||
Total
|
17,791,007 |
June 30,
2015
|
December 31,
2014
|
|||||||
Risk-Free interest rate
|
0.28% - 1.72 | % | 0.28% - 2.97 | % | ||||
Expected dividend yield
|
0 | % | 0 | % | ||||
Volatility
|
166.10% - 204.66 | % | 182.81% - 222.30 | % | ||||
Expected life
|
3 - 7 years
|
3 - 10 years
|
For the Three Months
Ended June 30,
|
Change
|
|||||||||||||||
2015
|
2014
|
$ | % | |||||||||||||
Revenues
|
$ | 108,136 | $ | 104,693 | $ | 3,443 | 3.3 | % | ||||||||
Cost of Goods Sold
|
46,723 | 36,202 | 10,521 | 29.1 | % |
For the Six Months
Ended June 30,
|
Change
|
|||||||||||||||
2015 | 2014 | $ | % | |||||||||||||
Revenues
|
$ | 210,465 | $ | 267,261 | $ | (56,796 | ) | -21.3 | % | |||||||
Cost of Goods Sold
|
78,348 | 96,024 | (17,676 | ) | -18.4 | % |
For the Three Months
Ended June 30,
|
Change
|
|||||||||||||||
2015
|
2014
|
$ | % | |||||||||||||
Advertising & promotion expenses
|
$ | 44,564 | $ | 13,136 | $ | 31,428 | 239.3 | % | ||||||||
Professional fees
|
46,657 | 38,454 | 8,203 | 6.6 | % | |||||||||||
Consulting fees
|
299,639 | 191,063 | 108,576 | 56.8 | % | |||||||||||
General and Administrative expenses (including
impairment of intangible assets) |
620,924 | 342,938 | 277,986 | 81.1 | % |
For the Six Months
Ended June 30,
|
Change
|
|||||||||||||||
2015 | 2014 | $ | % | |||||||||||||
Advertising & promotion expenses
|
$ | 78,234 | $ | 35,086 | $ | 43,148 | 123.0 | % | ||||||||
Professional fees
|
100,011 | 87,216 | 12,795 | 14.7 | % | |||||||||||
Consulting fees
|
363,474 | 293,592 | 69,882 | 23.8 | % | |||||||||||
General and Administrative expenses
|
1,001,581 | 717,148 | 284,433 | 39.7 | % |
For the Six Months
Ended June 30,
|
Change
|
|||||||||||||||
2015
|
2014
|
$
|
%
|
|||||||||||||
Net cash provided by (used in)
|
||||||||||||||||
Operating activities
|
$
|
(310
|
)
|
$
|
(257
|
)
|
$
|
(53
|
)
|
20.6
|
%
|
|||||
Investing activities
|
(15
|
)
|
(10
|
)
|
(5
|
)
|
50.0
|
%
|
||||||||
Financing activities
|
408
|
246
|
162
|
65.9
|
%
|
o
|
4,350,000 shares of common stock issued to 14 investors for $435,000 in cash. In addition to the common stock, Entia granted 4,350,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 4,350,000 3-year warrants to purchase common stock at an exercise price of $0.15 per share.
|
o
|
400,000 shares of common stock with a value of $80,000 to two members of the board of directors on April 17, 2015,
|
o
|
600,000 shares of common stock with a value of $120,000 issued to Marvin Hausman, CEO on April 17, 2015,
|
o
|
550,000 shares of common stock with a value of $110,000 issued to Devin Andres, COO on April 17, 2015,
|
o
|
1,100,000 shares of common stock, 1,100,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 1,100,000 3-year warrants to purchase common stock at an exercise price of $0.15 in exchange for the conversion of short-term convertible note payable in the amount of $100,000 plus accrued interest of $10,000 to Terrence Sedgewick on April 30, 2015,
|
o
|
275,000 shares of common stock, 275,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 275,000 3-year warrants to purchase common stock at an exercise price of $0.15 in exchange for the conversion of short-term convertible note payable in the amount of $25,000 plus accrued interest of $2,500 to Samuel Seelig on May 7, 2015,
|
o
|
250,000 shares of common stock, 250,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 250,000 3-year warrants to purchase common stock at an exercise price of $0.15 in exchange for the conversion of short-term note payable in the amount of $25,000 to Walter Bowen on May 29, 2015,
|
o
|
275,000 shares of common stock, 275,000 3-year warrants to purchase common stock at an exercise price of $0.125 and 275,000 3-year warrants to purchase common stock at an exercise price of $0.15 in exchange for the conversion of short-term convertible note payable in the amount of $25,000 plus accrued interest of $2,500 to Mark Surrey on May 21, 2015,
|
o
|
50,000 shares of common stock for services rendered with a value of $11,000 to R.F. Lafferty Co, Inc. on May 15, 2015,
|
o
|
37,763 shares of common stock in exchange for conversion of accounts payable in the amount of $6,732 to Lilly-Tavio Media Group on June 8, 2015,
|
o
|
267,402 shares of common stock in exchange for conversion of accounts payable in the amount of $90,000 to Catalyst Research Management Group on June 30, 2015,
|
o
|
11,250 shares of common stock for services rendered with a value of $5,628 to Oregon Rain Soap,
|
o
|
3,750 shares of common stock for services rendered with a value of $2,288 to Woody Michleb,
|
o
|
300,000 shares of common stock for services rendered with a value of $60,000 to Whitestone Investment Network, Inc., and
|
o
|
2,050,923 shares of common stock for cashless exchange of 2,158,867 warrants to purchase common stock on May 12, 2015 by Delta Group Investments, LTD.
|
Exhibit Number
|
Description of Exhibit
|
Filed Herewith
|
Form
|
Exhibit
|
Filing Date
|
3.1
|
Amended and Restated Articles of Incorporation of Registrant
|
8-K
|
3.1
|
10/29/2010
|
|
3.2
|
Amended and Restated Bylaws of Registrant
|
8-K
|
3.2
|
09/22/2010
|
|
3.3
|
Amended Articles of Merger Incorporation as currently in effect
|
8-K
|
3.3
|
10/13/2008
|
|
10.1
|
Exclusive Option Agreement dated May 1, 2006, between The Penn State Research Foundation and Northwest Medical Research Inc.
|
8-K
|
10.1
|
09/04/2008
|
|
10.2
|
Assignment Agreement to the Option Agreement, dated July 31, 2008, among The Penn State Research Foundation, Northwest Medical Research Inc. and Generic Marketing Services, Inc.
|
8-K
|
10.2
|
09/04/2008
|
|
10.3
|
Assignment and Assumption Agreement, dated July 31, 2008, between Northwest Medical Research Inc. and Generic Marketing Services, Inc.
|
8-K
|
10.3
|
09/04/2008
|
|
10.4
|
Form of Common Stock and Warrant Purchase Agreement
|
8-K
|
10.1
|
06/12/2009
|
|
10.5
|
Form of Securities Purchase Agreement
|
8-K
|
10.1
|
09/21/2009
|
|
10.6
|
$50,000 Promissory Note between TNS and Marvin S. Hausman, M.D. and Philip Sobol dated December 30, 2009
|
8-K
|
10.1
|
12/31/2010
|
|
10.7
|
$100,000 Promissory Note between TNS and Larry A. Johnson dated January 12, 2010
|
8-K
|
10.1
|
2/24/2010
|
|
10.8
|
$100,000 Promissory Note between TNS and Mark C. Wolf dated February 18, 2010
|
8-K
|
10.2
|
2/24/2010
|
|
10.9
|
$50,000 Promissory Note between TNS and Mark C. Wolf dated February 18, 2010
|
10-K
|
10.9
|
4/15/2010
|
|
10.10
|
Profit Sharing Agreement between TNS, American Charter & Marketing LLC, and Delta Group Investments, Limited dated March 26, 2010
|
10-K
|
10.10
|
4/15/2010
|
|
10.11
|
Form of Common Stock and Warrant Agreement 2010
|
8-K
|
10.1
|
12/20/2010
|
|
10.12
|
$312,500 Promissory Note between TNS and Delta Group Investments Limited dated January 26, 2011
|
8-K
|
10.2
|
2/22/2010
|
|
10.13
|
Termination of Profit Sharing Agreement dated February 21, 2011
|
8-K
|
10.1
|
2/22/2011
|
|
10.14
|
Lease Agreement between TNS and Sherwood Venture LLC dated March 15, 2011
|
8-K
|
10.1
|
4/6/2011
|
|
10.15
|
Form of Warrant A Agreement 2010
|
8-K
|
10.2
|
12/22/2010
|
|
10.16
|
Form of Warrant B Agreement 2010
|
8-K
|
10.3
|
12/22/2010
|
|
10.15
|
Form of Warrant A Agreement 2010
|
8-K
|
10.2
|
12/22/2010
|
|
10.16
|
Form of Warrant B Agreement 2010
|
8-K
|
10.3
|
12/22/2010
|
|
10.17
|
Asset Purchase Agreement between TNS, FunGuys, LLC and Mark C. Wolf dated May 27, 2011
|
8-K
|
10.1
|
3/3/2011
|
|
10.18
|
Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock of Total Nutraceutical Solutions, Inc. dated May 26, 2011.
|
8-K
|
10.3
|
3/3/2011
|
|
10.19
|
Employment Agreement between Marvin S. Hausman, M.D. and Total Nutraceutical Solutions, Inc. dated October 28, 2011.
|
8-K
|
10.1
|
11/2/2011
|
|
10.20
|
Employment Agreement between Devin Andres and Total Nutraceutical Solutions, Inc. dated October 28, 2011.
|
8-K
|
10.2
|
11/2/2011
|
|
31.1
|
X
|
||||
31.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). | X | |||
32.1 | X | ||||
32.2
|
X
|
Entia Biosciences, Inc.
|
||
August 14, 2015
|
By:
|
/s/ Carl Johnson
|
Carl Johnson
Chief Executive Officer
(Principal Executive Officer)
|
August 14, 2015
|
By:
|
/s/ Marvin Hausman, M.D.
|
Marvin Hausman, M.D.
Acting Chief Financial Officer
(Principal Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Entia Biosciences, Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: August 14, 2015
|
By: /s/ Carl Johnson
|
Carl Johnson
Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Entia Biosciences, Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: August 14, 2015
|
By: /s/ Marvin S. Hausman, M.D.
|
Marvin S. Hausman, M.D.,
Acting Chief Financial Officer
|
Dated: August 14, 2015
|
By: /s/ Carl Johnson
|
Carl Johnson
|
|
President and Chief Executive Officer
|
Dated: August 14, 2015
|
By: /s/ Marvin S. Hausman, M.D.
|
Marvin S. Hausman, M.D.
|
|
Acting Chief Financial Officer
|
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