Delaware
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71-0960725
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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Page
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Number
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PART I - FINANCIAL INFORMATION
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Item 1.
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Condensed Financial Statements (Unaudited)
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1
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Condensed Balance Sheets – June 30, 2013 and December 31, 2012
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1
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Condensed Statements of Operations – For the three and six months ended June 30, 2013 and 2012
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2
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Condensed Statements of Cash Flows – For the six months ended June 30, 2013 and 2012
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3 | |
Condensed Notes to Financial Statements
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4 – 24
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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25
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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35
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Item 4.
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Controls and Procedures
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35
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PART II - OTHER INFORMATION
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||
Item 1.
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Legal Proceedings
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36
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Item 1A.
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Risk Factors
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36
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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36
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Item 3.
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Defaults upon Senior Securities
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36
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Item 4.
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(Removed and reserved)
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36
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Item 5.
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Other Information
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36
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Item 6.
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Exhibits
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36
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SIGNATURES
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37
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OXYSURE SYSTEMS INC.
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CONDENSED BALANCE SHEETS
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June 30,
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December 31,
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|||||||
2013
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2012
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash and cash equivalents
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$ | 96,207 | $ | 13,514 | ||||
Accounts receivable
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80,917 | 18,487 | ||||||
Inventory
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288,523 | 221,345 | ||||||
Total current assets
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465,647 | 253,346 | ||||||
Property and equipment, net
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23,516 | 27,599 | ||||||
Intangible assets, net
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407,462 | 418,479 | ||||||
Other assets
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469,899 | 516,373 | ||||||
TOTAL ASSETS
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$ | 1,366,524 | $ | 1,215,797 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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||||||||
Current liabilities
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||||||||
Accounts payable and accrued expenses
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$ | 724,150 | $ | 595,655 | ||||
Capital leases payable - current
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308,526 | 296,116 | ||||||
Notes payable - current
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462,268 | 398,589 | ||||||
Deferred revenue
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261,726 | 499,225 | ||||||
Total current liabilities
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1,756,670 | 1,789,585 | ||||||
Long-term liabilities
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||||||||
Capital leases payable
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2,304 | 2,265 | ||||||
Notes payable
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76,072 | 76,072 | ||||||
Total long-term liabilities
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78,376 | 78,337 | ||||||
TOTAL LIABILITIES
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1,835,046 | 1,867,922 | ||||||
COMMITMENTS AND CONTINGENCY
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||||||||
STOCKHOLDERS’ DEFICIT
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||||||||
Preferred stock, par value $0.0005 per share; 25,000,000 shares authorized;
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||||||||
768,750 Series A convertible preferred shares issued and outstanding as of June 30, 2013 and 818,750 shares issued and outstanding as of December 31, 2012.
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384 | 409 | ||||||
Common stock, par value $0.0004 per share; 100,000,000 shares authorized;
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||||||||
23,685,846 shares of voting common stock issued and outstanding as of June 30, 2013 and 22,548,678 shares issued and outstanding as of December 31, 2012.
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9,470 | 9,016 | ||||||
Common stock, subscribed but not issued, par value $0.0004 per share; 100,000,000 shares authorized;
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||||||||
483,529 shares of voting common stock subscribed but not issued as of June 30, 2013 and 0 shares subscribed but not issued as of December 31, 2012.
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193 | - | ||||||
Additional paid-in capital
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14,142,511 | 13,597,117 | ||||||
Accumulated deficit
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(14,621,080 | ) | (14,258,667 | ) | ||||
TOTAL STOCKHOLDERS’ DEFICIT
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(468,521 | ) | (652,125 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 1,366,524 | $ | 1,215,797 |
See accompanying notes to condensed financial statements
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OXYSURE SYSTEMS INC.
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||||||||
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the three months ended June 30,
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For the six months ended June 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Revenues, net
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$ | 476,071 | $ | 62,891 | $ | 716,491 | $ | 90,775 | ||||||||
Cost of goods sold
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152,472 | 25,156 | 205,653 | 37,859 | ||||||||||||
Gross profit
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323,599 | 37,735 | 510,838 | 52,916 | ||||||||||||
Operating expenses
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||||||||||||||||
Research and development
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$ | 183,447 | $ | 1,175 | $ | 220,158 | $ | 1,235 | ||||||||
Sales and marketing
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133,730 | 18,134 | 192,077 | 20,564 | ||||||||||||
Other general and administrative
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194,803 | 237,445 | 431,097 | 518,477 | ||||||||||||
Loss from operating expenses
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(188,381 | ) | (219,019 | ) | (332,494 | ) | (487,360 | ) | ||||||||
Other income (expenses)
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||||||||||||||||
Other income (expense)
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19,026 | 58,009 | 19,026 | 58,718 | ||||||||||||
Interest expense
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(23,254 | ) | (57,462 | ) | (48,489 | ) | (115,316 | ) | ||||||||
Total other income (expenses)
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(4,228 | ) | 547 | (29,464 | ) | (56,599 | ) | |||||||||
Net loss
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$ | (192,609 | ) | $ | (218,472 | ) | $ | (361,958 | ) | $ | (543,958 | ) | ||||
Basic and diluted net income (loss) per common share
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) | ||||
Weighted average common shares outstanding:
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||||||||||||||||
Basic and diluted
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23,167,439 | 19,807,432 | 22,917,864 | 18,825,947 |
See accompanying notes to financial statements
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OXYSURE SYSTEMS INC.
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CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the six months ended June 30,
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||||||||
2013
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2012
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
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||||||||
Net loss
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$ | (361,958 | ) | $ | (543,958 | ) | ||
Adjustments to reconcile net loss to net
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||||||||
cash used in operating activities
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||||||||
Depreciation
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9,554 | 81,818 | ||||||
Amortization of intangible assets
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14,978 | 14,883 | ||||||
Prior period adjustment
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(455 | ) | - | |||||
Amortization of debt discount and warrant fair values related to convertible loans
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32,472 | 104,611 | ||||||
Amortization of discount on notes payable
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6,206 | 6,206 | ||||||
Amortization of other assets
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46,474 | - | ||||||
Changes in deferred rent and leasehold improvement allowance
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20,625 | (43,386 | ) | |||||
Issuance of common stock options to employees as compensation
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(12,060 | ) | 17,209 | |||||
Issuance of common stock for compensation
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1,525 | |||||||
Issuance of common stock in exchange for services
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19,023 | - | ||||||
Issuance of common stock in connection with research & development arrangements
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5,550 | - | ||||||
Changes in current assets and liabilities:
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||||||||
Accounts receivable
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(62,430 | ) | (8,370 | ) | ||||
Inventory
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(67,179 | ) | 118 | |||||
Accounts payable and accrued liabilities
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107,870 | 32,985 | ||||||
Deferred revenue
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(237,500 | ) | 155,613 | |||||
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||||||||
NET CASH USED IN OPERATING ACTIVITIES
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(477,305 | ) | (182,273 | ) | ||||
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||||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Purchases of intangible assets
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(3,961 | ) | - | |||||
Other assets
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- | - | ||||||
Purchases of property and equipment
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(5,471 | ) | - | |||||
NET CASH USED IN INVESTING ACTIVITIES
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(9,432 | ) | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
Loan proceeds, net
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25,000 | 47,953 | ||||||
Payment of capital leases
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12,449 | (3,871 | ) | |||||
Proceeds from issuance of common stock for cash
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59,617 | - | ||||||
Proceeds from common stock subscribed
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468,864 | - | ||||||
Proceeds from exercise of common stock options and warrants
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3,500 | 95,225 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
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569,430 | 139,307 | ||||||
Net change in cash and cash equivalents
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82,693 | (42,966 | ) | |||||
Cash and cash equivalents, at beginning of period
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13,514 | 65,118 | ||||||
Cash and cash equivalents, at end of period
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$ | 96,207 | $ | 22,152 | ||||
Supplemental disclosure of cash flow information:
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||||||||
Cash paid during the period for:
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||||||||
Interest
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$ | 12,583 | $ | 721 | ||||
Income taxes
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$ | - | $ | - | ||||
Supplemental non-cash investing and financing activities:
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||||||||
Promissory subordinated convertible notes converted to common stock
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$ | - | $ | 354,563 | ||||
Shareholder loans converted to common stock
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$ | - | $ | 25,622 | ||||
Common stock issued in connection with research & development arrangements
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$ | 5,547 | $ | - |
June 30,
2013
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||||
Parts inventory
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$
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173,813
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||
Work in process
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97,785
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|||
Finished goods
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$ |
16,926
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||
Total inventories
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$
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288,523
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Three months ended June 30,
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||||||||
2013
|
2012
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|||||||
Common Stock options issued for compensation
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$ | - | $ | 7,695 | ||||
Common Stock options and warrants issued for services
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- | - | ||||||
Total
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$ | - | $ | 7,695 |
Three months ended June 30,
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||||||||
2013
|
2012
|
|||||||
Historical net loss per share:
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||||||||
Numerator
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||||||||
Net loss, as reported
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(192,609 | ) | (218,472 | ) | ||||
Less: Effect of amortization of interest expense on convertible notes
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- | - | ||||||
Net loss attributed to common stockholders (diluted)
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(192,609 | ) | (218,472 | ) | ||||
Denominator
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||||||||
Weighted-average common shares outstanding
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23,167,439
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19,807,432 | ||||||
Effect of dilutive securities
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- | - | ||||||
Denominator for diluted net loss per share
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23,167,439
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19,807,432 | ||||||
Basic and diluted net loss per share
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$ | (0.01 | ) | $ | (0.01 | ) |
Three months ended June 30,
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||||||||
2013
|
2012
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|||||||
Options to purchase common stock
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1,579,921 | 1,554,530 | ||||||
Warrants to purchase common stock
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1,519,534 | 1,872,034 | ||||||
Common shares issuable upon conversion of convertible preferred stock
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937,875 | 1,364,875 | ||||||
Convertible note shares outstanding
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411,985 | 1,696,331 |
June 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Cash and cash equivalents:
|
||||||||
Cash
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$ | 96,207 | 13,514 | |||||
Total cash and cash equivalents
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$ | 96,207 | $ | 13,514 | ||||
Inventories:
|
||||||||
Total inventories
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$ | 288,523 | $ | 221,345 | ||||
Accounts Receivable, net of allowances
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$ | 80,917 | $ | 18,487 | ||||
Property and equipment, net:
|
||||||||
Machinery and equipment
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919,736 | 919,736 | ||||||
Leasehold improvements
|
547,856 | 547,856 | ||||||
Computer equipment and furniture and fixtures
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242,268 | 236,797 | ||||||
Software
|
10,691 | 10,691 | ||||||
1,720,551 | 1,715,080 | |||||||
Accumulated depreciation and amortization
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(1,697,034 | ) | (1,687,481 | ) | ||||
Total property and equipment, net
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$ | 23,516 | $ | 27,599 | ||||
Other Assets:
|
||||||||
Deferred loan costs, net
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199,778 | 224,751 | ||||||
Security deposits
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53,274 | 53,274 | ||||||
Website development, software, URLs, net
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216,847 | 238,348 | ||||||
$ | 469,899 | $ | 516,373 | |||||
Accounts payable and accrued expenses:
|
||||||||
Leasehold Improvement Allowance
|
- | - | ||||||
Accounts payable
|
206,915 | 70,141 | ||||||
Accrued interest
|
- | - | ||||||
Accrued expenses for website and software
|
143,286 | 143,286 | ||||||
Stockholder advances
|
153,983 | 207,472 | ||||||
Other accrued liabilities
|
219,966 | 174,756 | ||||||
Total accounts payable and accrued expenses
|
$ | 724,150 | $ | 595,655 |
June 30, 2013
|
||||||||||||
Gross
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Accumulated Amortization
and write off
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Net
|
||||||||||
Patents
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$ | 617,651 | $ | (246,499 | ) | $ | 371,152 | |||||
Trademarks
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$ | 45,723 | $ | (9,413 | ) | $ | 36,310 | |||||
$ | 663,374 | $ | (255,913 | ) | $ | 407,462 |
2013
|
$
|
44,000
|
||
2014
|
52,000
|
|||
2015
|
52,000
|
|||
$
|
148,000
|
Effective
Interest Rate
|
Principal
|
Discount
|
June 30,
2013
|
|||||||||||||
Current notes payable
|
||||||||||||||||
Sinacola, Third Landlord Note
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0 | % | $ | 110,000 | - | $ | 110,000 | |||||||||
Sinacola, Fourth Landlord Note
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0.00 | % | 110,715 | - | 110,715 | |||||||||||
Sinacola, Fifth Landlord Note
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0.00 | % | 50,000 | - | 50,000 | |||||||||||
Sinacola, Sixth Landlord Note
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0.00 | % | 50,000 | - | 50,000 | |||||||||||
Sinacola, Seventh Landlord Note
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41.64 | % | 50,050 | 10,920 | 39,130 | |||||||||||
Sinacola, Eighth Landlord Note
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43.64 | % | 50,050 | 10,421 | 39,629 | |||||||||||
Beaufort Ventures, PLC
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12 | % | 25,000 | - | 25,000 | |||||||||||
Frisco EDC
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12.34 | % | 44,000 | 6,206 | 37,794 | |||||||||||
Total short-term notes payable
|
$ | 489,815 | 27,547 | $ | 462,268 | |||||||||||
Long-term notes payable
|
||||||||||||||||
Frisco EDC
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12.34 | % | $ | 104,000 | 27,928 | $ | 76,072 | |||||||||
Total long-term notes payable
|
$ | 104,000 | $ | 27,928 | $ | 76,072 | ||||||||||
Total short-term and long-term notes payable
|
$ | 593,815 | $ | 55,475 | $ | 538,340 |
June 30,
2013
|
December 31,
2012
|
|||||||
Current portion of notes payable
|
$ | 62,794 | $ | 31,588 | ||||
Current portion of convertible notes payable
|
399,474 | 367,001 | ||||||
Current portion of notes payable, net
|
$ | 462,268 | $ | 398,589 | ||||
Long-term portion of notes payable
|
$ | 104,000 | $ | 104,000 | ||||
Less: Unamortized discount
|
(27,928 | ) | (27,928 | ) | ||||
76,072 | 76,072 | |||||||
Long-term portion of convertible notes payable
|
$ | - | $ | - | ||||
Less: Unamortized discount
|
- | - | ||||||
- | - | |||||||
Long-term portion of notes payable, net
|
$ | 76,072 | $ | 76,072 |
●
|
We issued approximately 508,350 shares of common stock valued at approximately $260,275 pursuant to common stock subscribed but not issued in a prior period.
|
●
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We issued approximately 7,500 shares of common stock in connection with research & development arrangements valued at $5,547.
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●
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We issued approximately 2,500 shares of common stock for employee compensation valued at $1,525.
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Employee
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Non-Employee
|
|||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||
Number
|
Average
|
Number
|
Average
|
Combined
|
||||||||||||||||
Of
|
Exercise
|
Of
|
Exercise
|
Total
|
||||||||||||||||
Options
|
Price
|
Options
|
Price
|
Options
|
||||||||||||||||
Outstanding at March 31, 2013
|
1,426,741 | $ | 0.37 | 18,180 | $ | 1.15 | 1,444,921 | |||||||||||||
Granted
|
135,000 | $ | 0.25 | - | $ | - | 135,000 | |||||||||||||
Exercised
|
- | $ | - | - | $ | - | - | |||||||||||||
Forfeited/Cancelled
|
- | $ | - | - | $ | - | - | |||||||||||||
Outstanding at June 30, 2013
|
1,561,741 | $ | 0.36 | 18,180 | $ | 1.15 | 1,579,921 |
Equity Incentive Plans for Quarter
Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Expected terms (in years)
|
5-10 | 5-10 | ||||||
Volatility (weighted ave.)
|
65 | % | 26 | % | ||||
Risk-free interest rate (weighted ave.)
|
1.41 | % | 1.04 | % | ||||
Expected dividend rate
|
0 | % | 0 | % |
The risk-free interest rate assumption was based on U.S. Treasury instruments with a term that is consistent with the expected term of our stock options.
|
||
Expected Volatility
|
We use historical volatility in deriving our expected volatility assumption because we believe that future volatility over the expected term of the stock options is not likely to differ from the past.
|
|
Expected Term
|
The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by optionees. We use historical volatility in deriving our expected volatility assumption because it believes that future volatility over the expected term of the stock options is not likely to differ from the past.
|
|
Expected Dividend Yield
|
The expected dividend yield of 0% is based on our history and expectation of dividend payouts. We have not paid and do not anticipate paying any dividends in the near future.
|
|
Forfeitures
|
FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We only records stock-based compensation expense for awards that are expected to vest. While we generally consider historical forfeitures in its estimates, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. Our estimate for forfeitures may differ from actual forfeitures. If actual results differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted when we record a true-up for the difference in the period that the awards vest. We adjust stock-based compensation expense based on our actual forfeitures on an annual basis, if necessary.
|
|
Weighted Average
|
|||||||
Number Of
|
Exercise
|
|||||||
Warrants
|
Price
|
|||||||
Outstanding at March 31, 2013
|
1,519,534 | $ | 0.80 | |||||
Granted
|
- | $ | - | |||||
Exercised
|
- | $ | - | |||||
Forfeited/Cancelled
|
- | $ | - | |||||
Outstanding at June 30, 2013
|
1,519,534 | $ | 0.80 |
2013
|
308,526 | |||
2014
|
1,728 | |||
2015
|
576 | |||
Total
|
310,829 | |||
Less amounts representing interest
|
(510 | ) | ||
Total
|
310,319 |
Shareholder advances
|
||||||||
Related party
|
Julian Ross (1)
|
Other
|
||||||
Amount
|
$
|
153,983
|
$
|
0
|
||||
Stated interest rate
|
0
|
%
|
0
|
%
|
||||
Maturity
|
n/a
|
n/a
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Cash (1)
|
$
|
96,207
|
$
|
96,207
|
-
|
-
|
||||||||||
Total cash equivalents as of June 30, 2013
|
$
|
96,207
|
$
|
96,207
|
$
|
-
|
$
|
-
|
Three months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Product Revenue:
|
||||||||
United States - product sales
|
$ | 362,822 | $ | 18,091 | ||||
ROW - product sales
|
749 | 44,800 | ||||||
ROW - license fees/service revenue
|
112,500 | - | ||||||
Totals
|
$ | 476,071 | $ | 62,891 |
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
●
|
Total revenue increased by approximately 657% to $476,071 as compared to $62,891 for the prior period;
|
●
|
General and administrative expense declined by approximately 18% to $194,803 as compared to $237,445 for the prior period;
|
●
|
Interest expense declined by approximately 60% to $23,254 as compared to $57,462 for the prior period;
|
●
|
Net loss declined by approximately 11.8%;
|
●
|
Working capital deficit improved by approximately $1,926,481;
|
●
|
Stockholder deficit improved by approximately $2,359,951; and
|
●
|
Net loss per share remained flat at $.01 per share.
|
●
|
We launched a new product, a double wall cabinet to house a combination AED/OxySure system;
|
●
|
We added new distributors in the United States to expand our distribution footprint;
|
●
|
We signed a new international distribution agreement with Medizon B.V. to be the exclusive distributor for our products in the “Benelux” countries – the Netherlands, Belgium and Luxembourg, increasing our distribution to nine countries outside the U.S; and
|
●
|
Our OxySure Model 615 emergency oxygen device was used in connection with several additional saves during the quarter.
|
●
|
We launched the OxySure Model 615 into the K-12 education market in the United States, and we subsequently diversified into other institutional markets, such as colleges, churches, manufacturing facilities and other commercial and municipal buildings. We plan to continue to pursue institutional customers in these and other vertical markets, both in the United States and internationally.
|
●
|
We believe that Model 615 is a natural complement and companion product to an Automated External Defibrillator (AED). We plan to continue to market Model 615 as a companion product to AEDs, and our goal in the foreseeable future is to pursue the placement of the OxySure Model 615 next to as many AEDs as possible, in the United States as well as internationally. We believe in the long term, however, Model 615 has the potential to become a standard issue item for public and private settings, just like a fire extinguisher.
|
●
|
We plan to continue to leverage our core competencies in oxygen, breathing technologies, research and manufacturing to pursue revenue opportunities in new vertical markets, including the military.
|
●
|
We plan to continue to build our sales force by recruiting dedicated sales professionals focusing on former first responders, paramedics and firefighters as well individuals from other medical, first aid and safety sales areas to market our products and craft solutions for our customers.
|
●
|
Our channel strategy includes leveraging distribution partnerships to enhance market penetration, and we plan to increase our efforts to partner with distributors, including distributors of AEDs, safety products and medical devices. We plan to invest resources in training and tools for our distribution partners’ sales, systems and support organizations, in order to improve the overall efficiency and effectiveness of these partnerships.
|
●
|
We plan to continue our increasing efforts to promote market awareness and education of our products and their critical need, and our efforts may include partnerships with industry, medical thought leaders, and community and advocacy organizations.
|
●
|
We plan to pursue market catalysts such as a legislative agenda for state and federal mandates, medical reimbursement for at risk markets, and insurance underwriting benefits and discounts for product users.
|
●
|
We plan to continue to diversify our product offerings through the addition of complimentary or additive products and solutions that enhance our core product usability, feasibility, appeal or application, or that enhances our ability to access or add value to existing and new customers. In addition, we plan to continue our development efforts focused on developing new products incorporating our core “oxygen from powder” technology for other vertical markets, such as aviation, mining, and sports and recreation as applicable.
|
●
|
We plan to implement technologies and processes that enhance the performance, appeal and functionality of our product family, enhance manufacturing scalability and reduce manufacturing and operating cost. We will seek to leverage new technologies as they become available.
|
June 30,
2013
|
||||
Parts inventory
|
$
|
173,813
|
||
Work in process
|
97,785
|
|||
Finished goods
|
$ |
16,926
|
||
Total inventories
|
$
|
288,523
|
Three months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Common Stock options issued for compensation
|
$ | - | $ | 7,695 | ||||
Common Stock options and warrants issued for services
|
- | - | ||||||
Total
|
$ | - | $ | 7,695 |
For the three months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Revenues
|
$ | 476,071 | $ | 62,891 | ||||
Operating expenses
|
511,980 | 256,754 | ||||||
Net income (loss)
|
(192,609 | ) | (218,472 | ) | ||||
Net income (loss) per share
|
$ | (0.008 | ) | $ | (0.01 | ) |
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
(REMOVED AND RESERVED)
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
No.
|
Title
|
31.1
|
Certification of President Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer Pursuant to the Securities Exchange Act of 1934, Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
DATED: August 13, 2013
|
OXYSURE SYSTEMS, INC.
|
|
/s/ Julian T. Ross
|
||
BY: Julian T. Ross
|
||
ITS: President and Chief Financial Officer
|
||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2013 of OxySure Systems, Inc.
|
2.
|
Based upon 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 upon 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.
|
The registrant’s other certifying officer(s) and I are 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 control and procedures, or caused such disclosure controls and procedures to be designed under our 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 our 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 our 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weakness 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.
|
/s/ Julian T. Ross
|
|
Julian T. Ross,
|
|
President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2013 of OxySure Systems, Inc.
|
2.
|
Based upon 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 upon 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.
|
The registrant’s other certifying officer(s) and I are 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 control and procedures, or caused such disclosure controls and procedures to be designed under our 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 our 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 our 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weakness 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.
|
/s/ Julian T. Ross
|
|
Julian T. Ross,
|
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ Julian T. Ross
|
|
Julian T. Ross,
|
|
President and Chief Financial Officer
|
M2Y7^[^I%?,GP3
MN]<_X2#Q5INIPWEC#9R0&UT^\G:X:-74'>LC,WRMGH&/7'%?3-?&X#%2QV'C
M7G1]FY?9;UZ;^G^?D?T?1JNI34N2RT5K]K6W_I%BF/&C_>4''(XHHKT3H(&L
MK=_OQJWX?TY%53IUGG_5C()Z*O'KBBB@"=;"V0Y6-1_P$
Going Concern
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Going Concern [Abstract] | |
GOING CONCERN | NOTE 12 – GOING CONCERN
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have been suffering from recurring loss from operations. We have an accumulated deficit of $14,621,080 and $14,258,667 at June 30, 2013 and December 31, 2012, respectively, and stockholders’ deficits of $468,521 and $652,125 as of June 30, 2013 and December 31, 2012, respectively. We require substantial additional funds to manufacture and commercialize our products. Our management is actively seeking additional sources of equity and/or debt financing; however, there is no assurance that any additional funding will be available.
In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying June 30, 2013 balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements on a continuing basis, to maintain present financing, and to generate cash from future operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.
|
Going Concern (Details) (USD $)
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
---|---|---|---|---|---|---|
Going Concern (Textual) | ||||||
Accumulated deficit | $ (14,621,080) | $ (14,428,471) | $ (14,258,667) | $ (13,974,618) | $ (13,756,109) | $ (13,430,659) |
Stockholders' deficits | $ (468,521) | $ (580,642) | $ (652,125) |
Condensed Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Statements of Operations and Accumulated Deficit [Abstract] | ||||
Revenues, net | $ 476,071 | $ 62,891 | $ 716,491 | $ 90,775 |
Cost of goods sold | 152,472 | 25,156 | 205,653 | 37,859 |
Gross profit | 323,599 | 37,735 | 510,838 | 52,916 |
Operating expenses | ||||
Research and development | 183,447 | 1,175 | 220,158 | 1,235 |
Sales and marketing | 133,730 | 18,134 | 192,077 | 20,564 |
Other general and administrative | 194,803 | 237,445 | 431,097 | 518,477 |
Loss from operating expenses | (188,381) | (219,019) | (332,494) | (487,360) |
Other income (expenses) | ||||
Other income (expense) | 19,026 | 58,009 | 19,026 | 58,718 |
Interest expense | (23,254) | (57,462) | (48,489) | (115,316) |
Total other income (expenses) | (4,228) | 547 | (29,464) | (56,599) |
Net loss | $ (192,609) | $ (218,472) | $ (361,958) | $ (543,958) |
Basic and diluted net income (loss) per common share | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) |
Weighted average common shares outstanding Basic and diluted | 23,167,439 | 19,807,432 | 22,917,864 | 18,825,947 |
Shareholders' Equity
|
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||
Shareholders' Equity [Abstract] | |||||||
SHAREHOLDERS' EQUITY | NOTE 5 - SHAREHOLDERS’ EQUITY
Preferred Shares Rights
On December 31, 2005, the Company’s Board of Directors adopted a Preferred Shares Rights Agreement (the “Original Rights Agreement”). Pursuant to the Agreement, the Board authorized the issuance of up to 5,000,000 shares of preferred stock, par value $0.0005 per share. As of December 31, 2005, the Company had authorized the issuance of 2,000,000 shares of preferred stock designated as Series A Convertible Preferred Stock (“Series A Preferred”). On March 22, 2006 the Company authorized an increase in the issuance of the Series A Preferred to 3,100,000 shares of preferred stock. On July 2, 2008 the Company further authorized an increase in the issuance of the Series A Preferred to 3,143,237 shares of preferred stock. The original issue price of the Series A Preferred is $1.00 per share. There were 768,750 and 818,750 Series A Preferred shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively.
During the three months ended June 30, 2013 the Company did not issue any shares of the Series A Preferred. During the three months ended June 30, 2013 no shares of the Series A Preferred have been converted into our common stock.
A summary of the designations and preferences of its Series A Preferred stock is as follows:
Ranking – The Series A Preferred ranks senior to common stock.
Dividends – Series A Preferred may be entitled to receive a quarterly non-cumulative dividend in the amount of $.01 per share upon approval from the Board of Directors.
Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series A Preferred are entitled to receive 100% of the original issue price of $1.00 per share.
Conversion Rights – Each share of Series A Preferred is convertible at any time, at the option of the holder into 1.22 shares of common stock, subject to adjustment. Series A Preferred are subject to automatic conversion upon consummation of underwritten offering by the Company of shares of common stock to the public, in which the aggregate cash proceeds are at least $3 million and the price paid per share is at least $5.00.
Redemption Rights – All of the Series A Preferred may be called at any time by the Company within ten years, but not prior to two years after issuance. The redemption value is $1.00 per share, plus an amount equal to all unpaid dividends thereon.
Voting Rights – The holder of each share of Series A Preferred has the right to one vote for each share of common stock into which such share of Series A Preferred could be converted.
Common Stock
The Company has authorized 100,000,000 shares of $0.0004 par value common stock.
During the three months ended June 30, 2013:
As of June 30, 2013 we had approximately $253,206 in Other stockholder equity recorded pursuant to approximately 483,529 shares of common stock subscribed for but not issued, in accordance with ASC Topic 210-10.
As of June 30, 2013 we had approximately 23,685,846 shares of common stock issued and outstanding.
|
Stock Options and Warrants (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options and Warrants [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of option activity |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of assumptions to estimate the fair value of options granted |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of warrant activity |
|
Subsequent Events
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS
On August 2, 2013, we entered into an agreement with an effective date of July 29, 2013 (“Agreement”) with Vencore Solutions, LLC, a Delaware limited liability company (“Vencore”). Master Lease Agreement Number 6906 (the “MLA”) and Lease Schedule Numbers 01 through and including Number 11 (collectively the “Leases”) were executed between October 30, 2006 and August 20, 2007 by us as Lessee and Vencore as Lessor. As of the date of the Agreement, the balance owing to Vencore under the MLA was $307,661.83 (“Debt Obligation”).
The Agreement provides for the following:
(1) Payment Moratorium. Vencore grants a payment moratorium (the “Payment Moratorium”) to us which expires on December 31, 2013. The Debt Obligation shall remain $307,661.83 and no further interest or late charges shall accrue until December 31, 2013.
(2) Settlement of Debt Obligation. Vencore shall consider the Debt Obligation settled in full providing, on or before December 31, 2013, we: (a) Pay the sum of $150,000.00 to Vencore; and (b) Provide Vencore, as holder, 75,000 shares of non-restricted OxySure common stock. |
Related Party Transactions (Details) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Julian Ross [Member]
|
|
Summary of related party financings and notes | |
Amount | $ 153,983 |
Stated interest rate | 0.00% |
Maturity | n/a |
Other [Member]
|
|
Summary of related party financings and notes | |
Amount | $ 0 |
Stated interest rate | 0.00% |
Maturity | n/a |
Fair Value Measurements (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Financial assets and liabilities measured at fair value on a recurring basis |
|
Related Party Transactions (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Summary of the related party financings and notes payable |
|
Commitments and Contingency (Details) (USD $)
|
Jun. 30, 2013
|
---|---|
Summary of minimum non-cancellable lease payments required under capital leases | |
2013 | $ 308,526 |
2014 | 1,725 |
2015 | 576 |
Total | 310,829 |
Less amounts representing interest | (510) |
Total | $ 310,319 |
Notes Payable (Details Textual) (USD $)
|
0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
Mar. 22, 2011
Frisco Promissory Note [Member]
|
Dec. 31, 2008
Frisco Promissory Note [Member]
|
Jun. 30, 2013
Frisco Promissory Note [Member]
|
Dec. 01, 2012
Frisco Promissory Note [Member]
|
Dec. 01, 2011
Frisco Promissory Note [Member]
|
Dec. 31, 2010
Frisco Promissory Note [Member]
|
Apr. 03, 2007
Frisco Promissory Note [Member]
|
Dec. 31, 2010
Third Landlord Note [Member]
|
Jun. 30, 2013
Third Landlord Note [Member]
|
Jun. 30, 2012
Third Landlord Note [Member]
|
Dec. 31, 2010
Fourth Landlord Note [Member]
|
Jun. 30, 2013
Fourth Landlord Note [Member]
|
Jun. 30, 2012
Fourth Landlord Note [Member]
|
Mar. 23, 2011
Fifth Landlord Note [Member]
|
Jun. 30, 2013
Fifth Landlord Note [Member]
|
Jun. 30, 2012
Fifth Landlord Note [Member]
|
Mar. 23, 2011
Sixth Landlord Note [Member]
|
Jun. 30, 2013
Sixth Landlord Note [Member]
|
Jun. 30, 2012
Sixth Landlord Note [Member]
|
Aug. 15, 2011
Seventh Landlord Note [Member]
|
Jun. 30, 2013
Seventh Landlord Note [Member]
|
Jun. 30, 2012
Seventh Landlord Note [Member]
|
Aug. 15, 2011
Eighth Landlord Note [Member]
|
Jun. 30, 2013
Eighth Landlord Note [Member]
|
Jun. 30, 2012
Eighth Landlord Note [Member]
|
Aug. 15, 2011
Sinacola Subordinated, Convertible Notes [Member]
|
Mar. 23, 2011
Sinacola Subordinated, Convertible Notes [Member]
|
Dec. 31, 2010
Sinacola Subordinated, Convertible Notes [Member]
|
|
Notes Payable (Textual) | ||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 243,000 | |||||||||||||||||||||||||||||
Stated interest | 12.18% | |||||||||||||||||||||||||||||
Unamortized discount related to notes payable | 27,928 | 27,928 | 66,198 | |||||||||||||||||||||||||||
Loan forgiven amount recognized as other nonoperating income | 30,000 | |||||||||||||||||||||||||||||
Amount of outstanding forgivable loan | 213,000 | |||||||||||||||||||||||||||||
Debt instrument, payment terms | (i) the full payment of the economic incentives; or (ii) March 31, 2016. | |||||||||||||||||||||||||||||
Period of performance for debt | 5 years | |||||||||||||||||||||||||||||
Face value of renewed note | 213,000 | |||||||||||||||||||||||||||||
Renewed debt instrument interest rate | 12.34% | |||||||||||||||||||||||||||||
Proceed from performance credit of the FEDC | 39,000 | 26,000 | ||||||||||||||||||||||||||||
Unamortized discount | 55,475 | 34,134 | ||||||||||||||||||||||||||||
Debt instrument outstanding amount | 113,866 | |||||||||||||||||||||||||||||
Warrants issued | 65,065 | 65,000 | 143,465 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Dec. 31, 2015 | |||||||||||||||||||||||
Conversion price of note(s) (aggregate) | $ 1.00 | $ 1.50 | $ 1.00 | $ 1.50 | $ 1.00 | $ 1.50 | ||||||||||||||||||||||||
Fair value of warrant issued | 70,853 | 71,314 | 32,207 | 32,207 | 32,223 | 32,223 | ||||||||||||||||||||||||
Amount of beneficial conversion feature recorded as debt discount | 39,147 | 34,409 | 17,793 | 15,540 | 17,827 | 15,540 | ||||||||||||||||||||||||
Interest expenses | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5,460 | 5,460 | 5,210 | 5,210 | ||||||||||||||||||
Principal amount of convertible note | $ 110,000 | $ 110,715 | $ 50,000 | $ 50,000 | $ 50,050 | $ 50,050 | ||||||||||||||||||||||||
Warrants, aggregate exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||
Condition for conversion of convertible notes | Common stock has traded at $1.50 or above for four (4) consecutive weeks on a nationally recognized market (based on daily closing prices) then the Fourth Landlord Note is convertible at the Company's option. | Common stock has traded at $1.50 or above for four (4) consecutive weeks on a nationally recognized market (based on daily closing prices) then the Sixth Landlord Note is convertible at the Company's option. | Common stock has traded at $1.50 or above for four (4) consecutive weeks on a nationally recognized market (based on daily closing prices) then the Sixth Landlord Note is convertible at the Company's option. | |||||||||||||||||||||||||||
Warrant exercisable date, description | On or before March 23, 2016 | |||||||||||||||||||||||||||||
Shares issuable on conversion of warrants | 65,065 | 65,000 | 143,465 |
Related Party Transactions (Details Textual) (USD $)
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Related Party Transactions (Textual) | |
Interest expenses paid to Timothy Hutton | $ 106,000 |
Summary of Significant Accounting Policies (Details 2) (USD $)
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Jun. 30, 2012
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Numerator | ||||
Net income (loss) | $ (192,609) | $ (218,472) | $ (361,958) | $ (543,958) |
Less: Effect of amortization of interest expense on convertible notes | ||||
Net loss attributed to common stockholders (diluted) | $ (192,609) | $ (218,472) | ||
Denominator | ||||
Weighted-average common shares outstanding | 23,167,439 | 19,807,432 | ||
Effect of dilutive securities | ||||
Denominator for diluted net loss per share | 23,167,439 | 19,807,432 | ||
Basic and diluted net income (loss) per common share | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) |
Stock Options and Warrants (Details 1)
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3 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
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Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model | ||
Volatility (weighted ave.) | 65.00% | 26.00% |
Risk-free interest rate (weighted ave.) | 1.41% | 1.04% |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member]
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Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model | ||
Expected terms (in years) | 5 years | 5 years |
Maximum [Member]
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Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model | ||
Expected terms (in years) | 10 years | 10 years |
Commitments and Contingency (Tables)
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Commitments and Contingency [Abstract] | |||||||||||||||||||||||||||||||
Summary of minimum non-cancellable lease payments required under capital leases |
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Summary of Significant Accounting Policies
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Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of OxySure® Systems, Inc. (“OxySure” or the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.
OxySure Systems, Inc. (OXYS: OTCQB) (the “Company,” “OxySure,” “we,” “us,” or “our”) was incorporated on January 15, 2004 as a Delaware corporation. The Company is located in Frisco, Texas and is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The company owns nine (9) issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. OxySure's products improve access to emergency oxygen that affects the survival, recovery and safety of individuals in several areas of need: (1) Public and private places and settings where medical emergencies can occur; (2) Individuals at risk for cardiac, respiratory or general medical distress needing immediate help prior to emergency medical care arrival; and (3) Those requiring immediate protection and escape from exposure situations or oxygen-deficient situations in industrial, mining, military, or other "Immediately Dangerous to Life or Health" (IDLH) environments.
In 2008 the Company launched its first product utilizing this technology – a portable emergency oxygen system for lay person use, called the OxySure Model 615. On December 9, 2005, the Company received approval from the Food and Drug Administration (510K, Class II) for Model 615. The FDA approval is for over-the-counter purchase, without the need of a prescription.
The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
On July 19, 2004, the Company affected a 1-for-5 reverse stock split of the Company’s common stock. All share numbers and common stock numbers, including stock options and warrants, have been retroactively adjusted to reflect the reverse stock split.
While the Company has effectively managed its working capital deficit the going concern risk remains an issue for the company to manage. The Company has implemented, and plans to further implement several different strategies in order to help the Company ease the going concern issue. Refer to Note 15, “Going concern” of the Notes to Financial Statements for a partial list of the Company’s plans to mitigate the going concern issue.
Basis of Presentation - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded; and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition of the Company. The interim financial statements include all adjustments which, in the opinion of management, are necessary in order to make the financial statements not misleading.
The accompanying Condensed Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”) and therefore do not contain all of the information and footnotes required by GAAP and the SEC for annual financial statements. The Company's Condensed Financial Statements reflect all adjustments that management believes are necessary for the fair presentation of their financial position, results of operations, comprehensive loss and cash flows for the periods presented. The information at December 31, 2012 in the Company's Condensed Balance Sheet included in this quarterly report was derived from the audited Balance Sheet included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on April 2, 2013. Where applicable, the Company's 2012 Annual Report on Form 10-K is referred to in this quarterly report as the “2012 Annual Report.” This quarterly report should be read in conjunction with the 2012 Annual Report.
Intercompany balances and transactions, if applicable have been eliminated in consolidation. Certain reclassifications have been made to prior year amounts for consistency with the current period presentation.
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated.
Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, shipment has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenues are recognized from product sales, net of discounts and rebates. This revenue recognition policy is applied to both customers and distributors.
Fees from licensees desiring to manufacture and distribute our products or derivative products using our intellectual property include initial license fees and royalties. Initial license fees are generally recognized upon granting of the license to the licensee. Royalties are recognized in the period earned.
Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was $261,726 and $499,225 as at June 30, 2013 and December 31, 2012, respectively.
Cash and Cash Equivalents - Cash consists of all highly liquid investments purchased with maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed Federally-insured limits. To minimize this risk, the Company places its cash and cash equivalents with high credit quality institutions.
Inventory – Our inventory consists of raw material and components for our portable oxygen systems as well as completed products and accessories. Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer. We write down our inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Management has established inventory reserves to cover estimated inventory losses for all work-in-process and finished goods related to products we manufactured, as well as raw material and components for those products that had no potential use in products to be manufactured in the future. Management is required to make judgments about the future benefit of our raw materials and components. Actual reserve requirements could differ significantly from Management’s estimates, which could have a significant unfavorable impact on our future gross margins.
At June 30, 2013 inventories consisted of the following:
Concentration of Credit Risk – We sell our products throughout the United States as well as in certain other countries. Sales to its recurring customers in the United States are generally granted on net 30-day credit terms. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. In general, we require prepayment on all sales to customers outside the United States. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant.
We invest our cash in deposits and money market funds with major financial institutions. We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument.
Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable. We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:
Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.
Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.
The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Property and Equipment – Property and equipment are recorded at cost with depreciation and amortization provided over the shorter of the remaining lease term or the estimated useful life of the improvement ranging from three to seven years. Renewals and betterments that materially extend the life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. Furniture and fixtures are depreciated over five years. Machinery and equipments are depreciated over five to seven years. Software is depreciated over three years. Leasehold improvements are computed using the shorter of the estimated useful lives of the assets or the lease terms. Depreciation expense was $4,671 and $40,314 for the three month periods ended June 30, 2013 and 2012, respectively.
Other Long-Lived Assets – We have two types of intangible assets – patents and trademarks. Intangible assets are carried at cost, net of accumulated amortization. Amortization expense for patents and trademarks was $7,489 and $7,442 for the three month periods ended June 30, 2013 and 2012, respectively.
Intangible assets with definite useful lives and other long-lived assets are tested for impairment if certain impairment indicators are identified. Management evaluates the recoverability of its identifiable intangible assets in accordance with applicable accounting guidance, which requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Certain events and circumstances the Company considered in determining whether the carrying value of identifiable intangible assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in its business strategy. In determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment charges for patents were $0 for each of the three month periods ended June 30, 2013 and 2012.
Other Assets – We record Other Assets net of accumulated amortization. Amortization expense for Other Assets was $23,237 and $0 for the three month periods ended June 30, 2013 and 2012, respectively.
Capitalization of software: The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle.
Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments. We periodically review these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness. Actual write-offs have not been materially different from the estimated allowance. We recorded bad debt expense of $0 for each of the three month periods ended June 30, 2013 and 2012.
Research and Development Costs – Costs associated with the development of our products are charged to expense as incurred. $183,444 and $1,175 were incurred in the three month periods ended June 30, 2013 and 2012, respectively.
Income Taxes - In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”), we account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements, but have not been reflected in our taxable income. A valuation allowance has been established to reduce deferred tax assets to their estimated realizable value. Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets. We recognize interest and penalties related to unrecognized tax benefits in income tax expense.
Equity Warrants - We issued warrants to purchase shares of our common stock in connection with convertible notes. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the notes were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and of the warrants themselves at the time of issuance. We record the fair value of the warrants at the time of issuance as additional paid in capital and as a debt discount to the notes. We amortize this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrants with the convertible notes, a beneficial conversion option is recorded as a debt discount reflecting the incremental conversion option intrinsic value of the conversion option provided to the holders of the notes. We also amortize this debt discount as interest expense over the life of the notes. The intrinsic value of each conversion option was calculated as the difference between the effective conversion price and the fair value of the common stock, multiplied by the number of shares into which the note is convertible.
Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties. We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions. Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.
The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees. Upon the adoption of the accounting guidance, we continued to use historical volatility in deriving its expected volatility assumption as allowed under GAAP because we believe that future volatility over the expected term of the stock options is not likely to differ materially from the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock options. The expected dividend assumption is based on the history and expectation of dividend payouts. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of the equity awards, as we do not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability. The amount of stock based compensation expenses is net of an estimated forfeiture rate, which is also based on historical data. For the three month periods ended June 30, 2013 and 2012, stock based compensation expense was approximately $0 and $7,695, respectively, which consisted primarily of stock-based compensation expense related to stock options issued to the employees and recognized under GAAP.
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The Company recognizes this expense over the period in which the services are provided. For the three month periods ended June 30, 2013 and 2012, stock based compensation expense was approximately $0 and $0, respectively which consisted primarily of stock-based compensation expense related to stock options and warrants recognized under GAAP issued to consultants and other non-employees.
The following table shows the components of the Company’s stock based compensation expense for employees, consultants and other non-employees:
Shipping and Handling Costs - Shipping and handling charges to customers are included in net revenues, and the associated costs incurred are recorded in cost of revenues.
Advertising Costs - Advertising costs are charged to operations when incurred. We incurred $133,730 and $18,134 in advertising and promotion costs during the three month periods ended June 30, 2013 and 2012, respectively.
Litigation and Settlement Costs - Legal costs are expensed as incurred. The Company records a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, the Company will accrue the minimum amount in the range. The Company was not involved in any legal proceedings, litigation or other legal actions during the three months ended June 30, 2013.
Loss Per Share - Basic loss per share, which excludes anti-dilutive securities, is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, warrants, convertible preferred stock and convertible notes.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share follows:
The following outstanding options, warrants, convertible preferred shares and convertible note shares were excluded from the computation of basic and diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect.
Restatements and Reclassifications - Certain financial statement items have been reclassified to conform to the current periods’ presentation. These reclassifications had no impact on previously reported net loss.
Recent Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance and disclosure requirements for reporting amounts reclassified out of accumulated other comprehensive income. The guidance requires that an entity provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP. The guidance became effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2012. This standard was adopted in the first quarter of 2013.
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Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTANGIBLE ASSETS | NOTE 3 – INTANGIBLE ASSETS
We have two types of intangible assets: patents and trademarks. We capitalize expenditures associated with patents and trademarks related to our various technologies. Capitalized costs include amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications. These assets are amortized on a straight-line method over their legal life.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with applicable accounting guidance. Impairment charges for patents were $0 for each of the three month periods ended June 30, 2013 and 2012.
On January 15, 2004, the Company executed an Asset Purchase and Stock Transfer Agreement with entities controlled by the founder of the Company. In connection with this agreement, the Company acquired certain assets, including certain rights, title and interest to intellectual property, relating to the oxygen method and apparatus, developed by the founder of the Company prior to January 15, 2004. As consideration for the purchase, the Company issued 14,000,000 shares of common stock and a promissory note for $150,000 to these entities. The common stock was valued at $7,000 using the par value of the common stock on the date of issuance, which approximates these entities’ basis (which is not indicative of fair value). The non-recourse promissory note bore interest at 6.5% per annum and was paid in full during 2006.
The carrying values of our amortized acquired intangible assets as of the June 30, 2013 are as follows:
Of the net amount of $407,462 in intangible assets as of June 30, 2013, approximately 91% is in patents and approximately 9% is in trademarks. Included in the $663,374 gross amount for patents and trademarks is $157,000 acquired from entities controlled by the founder of the Company in January 2004. The remaining $460,651 represents amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications.
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STOCK OPTIONS AND WARRANTS | NOTE 6 - STOCK OPTIONS AND WARRANTS
Equity Incentive Plans
In April 2004, our Board of Directors and the stockholders at that time approved the adoption of a Voting Stock Option Plan (“the Plan”), which provides for the issuance of stock options to eligible employees, consultants, Board members and Advisory Board members of the Company to acquire up to a maximum of 5,000,000 shares of common stock.
Our Board of Directors, which determines the number of options that will be granted, the effective dates of the grants, the option process and the vesting schedules, administers the Plan. In the absence of an established market for the common stock of the Company, the Board of Directors determines the fair market value of our common stock. Options generally expire between five and ten years from the date of grant and automatically terminate 90 days after such optionee ceases to be an eligible individual under the Plan other than by reason of death or disability.
The portion of options granted that is not exercisable on the date the optionee ceases to be an eligible individual under the Plan by reason other than death, shall terminate and be forfeited to the Company on the date of such cessation. An optionee has no right as a stockholder with respect to any shares covered by the options granted to him until a certificate representing such shares is issued to them.
Stock Options
The following table summarizes information about the number and weighted average of the options that were forfeited or expired under the Plan as at June 30, 2013:
We used the following assumptions to estimate the fair value of options granted under the Plan for the three months ended June 30, 2013 and 2012:
As of June 30, 2013, there were unrecognized compensation costs of approximately $0 related to non-vested stock option awards granted after April 2004.
Stock compensation cost, using the graded vesting attribute method in accordance with Codification topic 718, is recognized over the requisite service period, generally 5 years, during which each tranche (one fifth) of shares is earned (zero, one, two, three, and four years). The value of each tranche is amortized on a straight-line basis. For the three months ended June 30, 2013, stock based compensation expense was approximately $0, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to employees. For the three months ended June 30, 2013, there were no options exercised.
Warrants.
The following table summarizes our warrant activities for the three months ended June 30, 2013:
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Notes Payable
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NOTES PAYABLE | NOTE 4 – NOTES PAYABLE We have issued warrants for the purchase of shares of our restricted common stock in connection with raising equity and debt financing and for other professional services. The fair value of warrants issued is determined in accordance with Codification topic 470-20. Frisco Promissory Note On April 3, 2007 we entered into a note agreement with the City of Frisco, Texas for $243,000 (the “Frisco Note”) pursuant to an economic incentive package provided through the Frisco Economic Development Corporation (“FEDC”). The note required varying annual principal payments through August 2012. The note was non-interest bearing; however, interest has been imputed at 12.18% per annum. The unamortized discount at December 31, 2010 was $66,198. Individual annual payments were to be forgiven if certain performance targets are achieved, which include the number of full time employees, square feet occupied in the city of Frisco and the taxable value of business and personal property in the City of Frisco. The first annual payment for 2008 in the amount of $30,000 was forgiven and we recognized the entire $30,000 under “Other income” in the Statement of Operations and Accumulated Deficit for the year ended December 31, 2008. On March 22, 2011 we entered into an Amended and Restated Performance Agreement with the FEDC. In terms of the Amended and Restated Performance Agreement, the FEDC provided us with economic assistance in the form of the renewal and extension of the outstanding forgivable loan of $213,000 together with revised performance credits over 5 years, commencing on March 22, 2011 and ending on the earlier to occur of: (i) the full payment of the economic incentives; or (ii) March 31, 2016. The renewed Frisco Note requires varying annual principal payments through December 2015. The face value of the renewed note is $213,000, and the note is non-interest bearing; however, interest has been imputed at 12.34% per annum. On December 1, 2011 we received the first performance credit from the FEDC in the amount of $26,000 pursuant to the Amended and Restated Performance Agreement. Effective December 1, 2012 we received the performance credit from the FEDC in the amount of $39,000 pursuant to the Amended and Restated Performance Agreement. The unamortized discount at June 30, 2013 was $34,134, and the net amount of the Frisco Note as at June 30, 2013 was $113,866. Future principal payments of this note payable are as follows:
Sinacola Subordinated, Convertible Notes. Third Landlord Note; Fourth Landlord Note: On December 10, 2009 we entered into a Rent Satisfaction Agreement (the “2009 RSA”) with our landlord, Sinacola Commercial Properties, Ltd. (“Sinacola”). In terms of the 2009 RSA we issued Sinacola two Promissory Notes pursuant to the 2009 RSA – the First Landlord Note and the Second Landlord Note – both of which were subsequently converted to our common stock. On December 31, 2010 we entered into a second Rent Satisfaction Agreement (the “2010 RSA”) with our landlord, Sinacola. In terms of the 2010 RSA, all of our outstanding rent obligations for the 2010 financial year under our lease agreement, up to and including December 31, 2010 including, but not limited to, base rent, deferred rent, and our share of operating costs, are satisfied in full. We issued Sinacola two Promissory Notes pursuant to the 2010 RSA, as follows: Third Landlord Note: The first note (the “Third Landlord Note”) is a subordinated convertible note in the principal amount of $110,000. The Third Landlord Note carries no interest and is convertible, at Sinacola’s option, into the common stock of the Company at an exercise price of $1.00 per common share on the maturity date. Fourth Landlord Note: The second note (the “Fourth Landlord Note”) is a subordinated convertible note in the principal amount of $110,715. The Fourth Landlord Note carries no interest and is convertible into the common stock of the Company at an exercise price of $1.50 per common share on the maturity date. However, if the common stock has traded at $1.50 or above for four (4) consecutive weeks on a nationally recognized market (based on daily closing prices) then the Fourth Landlord Note is convertible at the Company’s option. Maturity Date– Each of the Third Landlord Note and the Fourth Landlord Note had a maturity date of October 31, 2012. We also issued Sinacola with 143,465 penny warrants pursuant to the 2010 RSA (the “2010 Landlord Warrant”). The 2010 Landlord Warrant is convertible into 143,465 shares of our common stock, and is exercisable in whole or in part at any time on or before December 31, 2015 at an exercise price of $.01 per share. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the Third Landlord Note and the Fourth Landlord Note were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and of the warrants themselves at the time of issuance. We recorded the relative fair value of the warrant issued pursuant to the Third Landlord Note in the amount of $70,853 as a debt discount upon issuance, and amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $39,147, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. We recorded interest expense in the amounts of $0 for each of the three month periods ended June 30, 2013 and 2012 in connection with the Third Landlord Note. We recorded the relative fair value of the warrant issued pursuant to the Fourth Landlord Note in the amount of $71,314 as a debt discount upon issuance, and amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $34,409, at the time of issuance provided to the holder of the note, which was also amortized as interest expense over the life of the note. We recorded interest expense in the amount of $0 for each of the three month periods ended June 30, 2013 and 2012 in connection with the Fourth Landlord Note. Fifth Landlord Note; Sixth Landlord Note: On March 23, 2011 we entered into a third rent satisfaction agreement (the “2011 RSA”) with our landlord, Sinacola. In terms of the 2011 RSA, certain of our rent obligations for the period January 1, 2011 through June 30, 2011 under our lease agreement, including base rent and deferred rent, are satisfied in full. We issued Sinacola two Promissory Notes pursuant to the 2011 RSA, as follows: Fifth Landlord Note: The first note (the “Fifth Landlord Note”) is a subordinated convertible note in the principal amount of $50,000. The Fifth Landlord Note carries no interest and is convertible, at Sinacola’s option, into the common stock of the Company at an exercise price of $1.00 per common share on the maturity date. Sixth Landlord Note: The second note (the “Sixth Landlord Note”) is a subordinated convertible note in the principal amount of $50,000. The Sixth Landlord Note carries no interest and is convertible into the common stock of the Company at an exercise price of $1.50 per common share on the maturity date. However, if the common stock has traded at $1.50 or above for four (4) consecutive weeks on a nationally recognized market (based on daily closing prices) then the Sixth Landlord Note is convertible at the Company’s option. Maturity Date – Each of the Fifth Landlord Note and the Sixth Landlord Note has a maturity date of September 30, 2013. We also issued Sinacola
with 65,000 penny warrants pursuant to the 2011 RSA (the “2011 Landlord Warrant”). The 2011 Landlord Warrant is convertible into 65,000 shares of our common stock, and is exercisable in whole or in part at any time on or before March 23, 2016 at an exercise price of $.01 per share. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the Fifth Landlord Note and the Sixth Landlord Note were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and of the warrants themselves at the time of issuance. We recorded the relative fair value of the warrant issued to Fifth Landlord Note in the amount of $32,207 as a debt discount upon issuance, and amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $17,793, at the time of issuance provided to the holder of the note, which we also amortize as interest expense over the life of the note. We recorded interest expense in the amount of $0 for each of the three month periods ended June 30, 2013 and June 30, 2012 in connection with the Fifth Landlord Note. We recorded the relative fair value of the warrant issued to Sixth Landlord Note in the amount of $32,207 as a debt discount upon issuance, and amortized this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $15,540, at the time of issuance provided to the holder of the note, which we also amortize as interest expense over the life of the note. We recorded interest expense in the amount of $0 for the each of the three month periods ended June 30, 2013 and June 30, 2012 in connection with the Sixth Landlord Note. Seventh Landlord Note; Eighth Landlord Note: On August 15, 2011 we entered into a fourth rent satisfaction agreement (the “Second 2011 RSA”) with our landlord, Sinacola. In terms of the Second 2011 RSA, certain of our rent obligations for the period July 1, 2011 through December 31, 2011 under our lease agreement, including base rent and deferred rent, are satisfied in full. We issued Sinacola two Promissory Notes pursuant to the Second 2011 RSA, as follows: Seventh Landlord Note: The first note (the “Seventh Landlord Note”) is a subordinated convertible note in the principal amount of $50,050. The Fifth Landlord Note carries no interest and is convertible, at Sinacola’s option, into the common stock of the Company at an exercise price of $1.00 per common share on the maturity date. Eighth Landlord Note: The second note (the “Eighth Landlord Note”) is a subordinated convertible note in the principal amount of $50,050. The Eighth Landlord Note carries no interest and is convertible into the common stock of the Company at an exercise price of $1.50 per common share on the maturity date. However, if the common stock has traded at $1.50 or above for four (4) consecutive weeks on a nationally recognized market (based on daily closing prices) then the Sixth Landlord Note is convertible at the Company’s option. Maturity Date – Each of the Seventh Landlord Note and the Eighth Landlord Note has a maturity date of November 30, 2013. We also issued Sinacola with 65,065 penny warrants pursuant to the Second 2011 RSA (the “Second 2011 Landlord Warrant”). The Second 2011 Landlord Warrant is convertible into 65,065 shares of our common stock, and is exercisable in whole or in part at any time on or before August 15, 2016 at an exercise price of $.01 per share. In accordance with ASC 470-20, Debt with conversions and other options, the proceeds from the Seventh Landlord Note and
the Eighth Landlord Note were allocated based on the relative fair values of the notes without the warrants issued in conjunction with the notes and of the warrants themselves at the time of issuance. We recorded the relative fair value of the warrant issued to Seventh Landlord Note in the amount of $32,223 as a debt discount upon issuance, and we amortize this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $17,827, at the time of issuance provided to the holder of the note, which we also amortize as interest expense over the life of the note. We recorded interest expense in the amounts of $5,460 and $5,460 for the three months ended June 30, 2013 and June 30, 2012, respectively in connection with the Seventh Landlord Note. We recorded the relative fair value of the warrant issued to Eighth Landlord Note in the amount of $32,223 as a debt discount upon issuance, and we amortize this debt discount as interest expense over the life of the note. Additionally, as a result of issuing the warrant with the subordinated convertible promissory note, a beneficial conversion option was recorded as a debt discount reflecting the incremental conversion option intrinsic value benefit of $15,540, at the time of issuance provided to the holder of the note, which we also amortize as interest expense over the life of the note. We recorded interest expense in the amounts of $5,210 and $5,210 for the three months ended June 30, 2013 and June 30, 2012, respectively in connection with the Eighth Landlord Note. The following table reflects the carrying values of our short-term and long-term notes payable as of June 30, 2013:
The following table summarizes our outstanding notes payable as of June 30, 2013 and December 31, 2012:
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Segment Information (Tables)
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Jun. 30, 2013
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Revenue by geographic region |
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Summary of Significant Accounting Policies (Details 3)
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3 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
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Options to purchase common stock
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Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share | 1,579,921 | 1,554,530 |
Convertible Preferred Stock
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Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share | 937,875 | 1,364,875 |
Convertible note shares outstanding
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Schedule of antidilutive securities excluded from computation of earnings per share | ||
Antidilutive securities excluded from computation of earnings per share | 411,985 | 1,696,331 |
Notes Payable (Details) (Frisco Note payable [Member], USD $)
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Jun. 30, 2013
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Frisco Note payable [Member]
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Summary of future principal payments of Frisco note payable | |
2013 | $ 44,000 |
2014 | 52,000 |
2015 | 52,000 |
Note payable, Total | $ 148,000 |