[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
|
OR
|
|
[ ]
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
|
Delaware
|
80-0138937
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
1021 N Kellogg Street, Kennewick, WA
|
92336
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
[ ]
|
|
Accelerated filer
|
[ ]
|
||
Non-accelerated filer
|
[ ]
|
|
Smaller reporting company
|
[X]
|
Page
|
||||
PART I – FINANCIAL INFORMATION
|
||||
1
|
||||
1
|
||||
2
|
||||
3
|
||||
4
|
||||
5
|
||||
26
|
||||
31
|
||||
31
|
||||
PART II – OTHER INFORMATION
|
||||
33
|
||||
33
|
||||
33
|
||||
34
|
September 30,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Assets
|
(unaudited)
|
|||||||
Current Assets:
|
||||||||
Cash
|
$
|
7,396
|
$
|
203
|
||||
Prepaid expenses
|
26,278
|
21,710
|
||||||
Inventory
|
8,475
|
8,475
|
||||||
Total current assets
|
42,149
|
30,388
|
||||||
Fixed assets, net of accumulated depreciation
|
5,158
|
8,753
|
||||||
Other assets:
|
||||||||
License fees, net of amortization
|
-
|
1,339
|
||||||
Patents and intellectual property
|
35,482
|
35,482
|
||||||
Debt issuance costs
|
-
|
13,917
|
||||||
Deposits
|
644
|
644
|
||||||
Total other assets
|
36,126
|
51,382
|
||||||
Total assets
|
$
|
83,433
|
$
|
90,523
|
||||
Liabilities and Stockholders’ Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,367,515
|
$
|
1,461,028
|
||||
Accrued interest payable
|
191,292
|
1,656,763
|
||||||
Payroll liabilities payable
|
505,431
|
309,160
|
||||||
Short term loans payable
|
-
|
-
|
||||||
Convertible notes payable, net
|
2,360,459
|
600,569
|
||||||
Derivative liability
|
2,717,152
|
11,502,380
|
||||||
Related party notes payable, net
|
1,055,535
|
4,430,204
|
||||||
Current portion of capital lease obligations
|
-
|
39,481
|
||||||
Liability for lack of authorized shares
|
659,281
|
253,106
|
||||||
Total current liabilities
|
8,856,665
|
20,252,691
|
||||||
Stockholders’ Equity (Deficit):
|
||||||||
Preferred stock, $.001 par value, 20,000,000 shares authorized 955,929 issued and outstanding
|
956
|
-
|
||||||
Common stock, $.001 par value; 2,000,000,000 shares authorized 1,996,934,122 and 1,705,382,554 shares issued and outstanding, respectively
|
1,996,934
|
1,705,382
|
||||||
Paid in capital
|
37,863,011
|
32,379,681
|
||||||
Accumulated deficit
|
(48,634,133
|
)
|
(54,247,231
|
)
|
||||
Total stockholders’ equity (deficit)
|
(8,773,232
|
)
|
(20,162,168
|
)
|
||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
83,433
|
$
|
90,523
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Revenues
|
$
|
12,054
|
$
|
-
|
$
|
24,108
|
$
|
24,108
|
||||||||
Operating expenses
|
||||||||||||||||
Cost of materials
|
-
|
265
|
475
|
817
|
||||||||||||
Sales and marketing expenses
|
-
|
-
|
-
|
1,300
|
||||||||||||
Depreciation and amortization
|
936
|
2,998
|
4,934
|
8,994
|
||||||||||||
Professional fees
|
73,864
|
128,597
|
245,164
|
466,581
|
||||||||||||
Stock options granted
|
-
|
58,187
|
28,500
|
174,561
|
||||||||||||
Payroll expenses
|
178,654
|
190,994
|
538,466
|
576,089
|
||||||||||||
General and administrative expenses
|
52,411
|
112,281
|
160,254
|
366,868
|
||||||||||||
Total operating expenses
|
305,865
|
493,322
|
977,793
|
1,595,210
|
||||||||||||
Operating loss
|
(293,811
|
)
|
(493,322
|
)
|
(953,685
|
)
|
(1,571,102
|
)
|
||||||||
Non-operating income (expense)
|
||||||||||||||||
Interest expense
|
(1,819,017
|
)
|
(365,566
|
)
|
(2,471,367
|
)
|
(1,181,063
|
)
|
||||||||
Net gain (loss) on settlement of debt
|
144,290
|
|
(44,975
|
)
|
281,966
|
(120,024
|
)
|
|||||||||
Gain (loss) on derivative liability
|
(562,203
|
)
|
(37,076
|
)
|
8,756,184
|
(313,990
|
)
|
|||||||||
Non-operating income (expense), net
|
(2,236,930
|
)
|
(373,465
|
)
|
6,566,783
|
(1,615,077
|
)
|
|||||||||
Gain (Loss) before Income Taxes
|
(2,530,741
|
)
|
(866,787
|
)
|
5,613,098
|
(3,186,179
|
)
|
|||||||||
Income Tax Provision
|
-
|
-
|
||||||||||||||
Net Gain (Loss)
|
$
|
(2,530,741
|
)
|
$
|
(866,787
|
)
|
$
|
5,613,098
|
$
|
(3,186,179
|
)
|
|||||
Gain (Loss) per common share
|
$
|
(0.00
|
) |
$
|
(0.00
|
)
|
$
|
.00
|
$
|
(0.02
|
)
|
|||||
Weighted average common shares outstanding
|
1,999,861,882
|
228,882,530
|
1,832,765,404
|
164,250,895
|
ADVANCED MEDICAL ISOTOPE CORPORATION
|
||||||||||||||||||||||||||||
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFECIT)
|
||||||||||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||||||||||
Common Stock
|
Series A Preferred
|
Paid in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balances at December 31, 2014 (audited)
|
1,705,382,554
|
$
|
1,705,382
|
-
|
$
|
- |
$
|
32,379,681
|
$
|
(54,247,231
|
)
|
$
|
(20,162,168
|
)
|
||||||||||||||
Common stock issued for:
|
||||||||||||||||||||||||||||
Cash and the exercise of warrants
|
199,500,000
|
199,500
|
- | - |
(199,500
|
)
|
-
|
-
|
||||||||||||||||||||
Loan fees on convertible debt
|
30,252,554
|
30,253
|
- | - |
79,507
|
-
|
109,760
|
|||||||||||||||||||||
Debt converted
|
92,051,568
|
92,052
|
-
|
-
|
171,761
|
-
|
109,813
|
|||||||||||||||||||||
Debt extinguished through issuance of preferred stock | - | - |
955,929
|
956
|
5,932,985
|
- | 5,933,941 | |||||||||||||||||||||
Classified to liability due to lack of authorized shares
|
(30,252,554
|
)
|
(30,253
|
)
|
- | - |
(375,923
|
)
|
-
|
(406,176
|
)
|
|||||||||||||||||
Options and warrants issued for services
|
-
|
-
|
- | - |
28,500
|
-
|
28,500
|
|||||||||||||||||||||
Net gain (loss)
|
-
|
-
|
- | - |
-
|
5,613,098
|
5,613,098
|
|||||||||||||||||||||
Balances at September 30, 2015
|
1,996,934,122
|
$
|
1,996,934
|
955,929
|
$
|
956
|
$
|
37,863,011
|
$ |
(48,634,133
|
)
|
$
|
(8,773,232
|
)
|
ADVANCED MEDICAL ISOTOPE CORPORATION
|
||||||||
CONDENSED STATEMENTS OF CASH FLOW
|
||||||||
(Unaudited)
|
||||||||
Nine Months Ended
|
||||||||
September 30,
|
||||||||
2015
|
2014
|
|||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
||||||||
Net Gain (Loss)
|
$
|
5,613,098
|
$
|
(3,186,179
|
)
|
|||
Adjustments to reconcile net loss to net cash
|
||||||||
used by operating activities:
|
||||||||
Depreciation of fixed assets
|
3,595
|
4,620
|
||||||
Amortization of licenses and intangible assets
|
1,339
|
4,374
|
||||||
Amortization of convertible debt discount
|
563,458
|
1,098,129
|
||||||
Amortization of debt issuance costs
|
18,917
|
46,900
|
||||||
Amortization of prepaid expenses paid with stock
|
-
|
96,172
|
||||||
Common stock issued for services
|
-
|
16,300
|
||||||
Common stock issued for interest
|
20,328
|
-
|
||||||
Stock options and warrants issued for services
|
28,500
|
174,561
|
||||||
(Gain) Loss on derivative liability
|
(8,756,184
|
)
|
313,990
|
|||||
(Gain) Loss on settlement of debt
|
(281,966
|
)
|
120,024
|
|||||
Penalties on notes payable
|
1,488,410
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(4,568
|
)
|
(24,607
|
)
|
||||
Accounts payable
|
48,108
|
141,095
|
||||||
Payroll liabilities
|
196,271
|
57,748
|
||||||
Accrued interest
|
383,868
|
346,017
|
||||||
Net cash used by operating activities
|
(676,826
|
)
|
(790,856
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Cash used to acquire patents and intellectual property
|
-
|
-
|
||||||
Net cash used by investing activities
|
-
|
-
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Principal payments on capital lease
|
(39,481
|
)
|
(199,724
|
)
|
||||
Debt issuance costs
|
(5,000
|
)
|
(79,191
|
)
|
||||
Proceeds from short term debt
|
168,000
|
(349,913
|
)
|
|||||
Proceeds from officer related party debt
|
43,000
|
-
|
||||||
Proceeds from convertible debt
|
612,500
|
1,424,209
|
||||||
Principal payments on convertible debt
|
(95,000
|
)
|
(10,000
|
)
|
||||
Proceeds from exercise of warrants
|
-
|
6,000
|
||||||
Net cash provided by financing activities
|
684,019
|
791,381
|
||||||
Net increase (decrease) in cash
|
7,193
|
525
|
||||||
Cash, beginning of period
|
203
|
-
|
||||||
CASH, END OF PERIOD
|
$
|
7,396
|
$
|
525
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest
|
$
|
9,920
|
$
|
213,415
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets
|
||||||||||||||||
Total Assets Measured at Fair Value
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Liabilities
|
||||||||||||||||
Liability for lack of authorized shares
|
|
659,281
|
|
-
|
|
-
|
|
659,281
|
||||||||
Derivative Liability
|
|
2,717,152
|
|
-
|
|
-
|
|
2,717,152
|
||||||||
Total Liabilities Measured at Fair Value
|
$
|
3,376,433
|
$
|
-
|
$
|
-
|
$
|
3,376,433
|
September 30,
2015
|
December 31,
2014
|
|||||||
Production equipment
|
$
|
2,131,377
|
$
|
2,131,377
|
||||
Building
|
446,772
|
446,772
|
||||||
Leasehold improvements
|
3,235
|
3,235
|
||||||
Office equipment
|
32,769
|
32,769
|
||||||
2,614,153
|
2,614,153
|
|||||||
Less accumulated depreciation
|
(2,608,995
|
)
|
(2,605,400
|
)
|
||||
$
|
5,158
|
$
|
8,753
|
Accumulated depreciation related to fixed assets is as follows:
|
September 30,
2015
|
December 31,
2014
|
|||||||
Production equipment
|
$
|
2,126,214
|
$
|
2,123,462
|
||||
Building
|
446,772
|
446,772
|
||||||
Leasehold improvements
|
3,235
|
3,235
|
||||||
Office equipment
|
32,774
|
31,931
|
||||||
$
|
2,608,995
|
$
|
2,605,400
|
4. Intangible Assets
|
Intangible assets consist of the following at September 30, 2015 and December 31, 2014:
|
September 30,
2015
|
December 31,
2014
|
|||||||
License Fee
|
$
|
112,500
|
$
|
112,500
|
||||
Less accumulated amortization
|
(112,500
|
)
|
(111,161
|
)
|
||||
-
|
1,339
|
|||||||
Patents and intellectual property
|
35,482
|
35,482
|
||||||
Intangible assets net of accumulated amortization
|
$
|
35,482
|
$
|
36,821
|
Nine months ended
September 30, 2015
|
Nine months ended
September 30, 2014
|
|||||||
Office and warehouse lease effective August 1, 2007
|
||||||||
Monthly rental payments
|
$
|
-
|
$
|
107,139
|
||||
Corporate office
|
13,500
|
13,500
|
||||||
Total Rental Expense
|
$
|
13,500
|
$
|
120,639
|
September 30, 2015
|
December 31, 2014
|
|||||||||||||||
Principal
(net)
|
Accrued
Interest
|
Principal
(net)
|
Accrued
Interest
|
|||||||||||||
July and August 2012 $1,060,000 Convertible Notes, 12% interest, due December 2013 and January 2014 (18 month notes), $170,000 and $170,000 outstanding, net of debt discount of $0 and $0, respectively
|
$
|
170,000
|
$
|
64,558
|
$
|
170,000
|
$
|
49,313
|
(1)
|
|||||||
October 2013 $97,700 Convertible Note, 8% interest, due April 2014, with a 12% original issue discount, $2,700 and $2,700 outstanding, net of debt discount of $0 and $0, respectively
|
2,700
|
6,874
|
2,700
|
6,713
|
(2)
|
|||||||||||
January 2014 $50,000 Convertible Note, 8% interest, due January 2015, $50,000 and $50,000 outstanding, net of debt discount of $0 and $3,709, respectively
|
50,000
|
6,677
|
46,291
|
3,693
|
(3)
|
|||||||||||
January 2014 $55,500 Convertible Note, 10% interest, due October 2014, with a $5,500 original issue discount, $10,990 and $10,990 outstanding, net of debt discount of $0 and $0, respectively
|
10,990
|
5,181
|
10,990
|
4,361
|
(4)
|
|||||||||||
February 2014 $46,080 Convertible Note, 10% interest, due February 2015, $0 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
2,358
|
-
|
2,358
|
(5)
|
|||||||||||
February 2014 $27,800 Convertible Note, 10% one-time interest, due February 2015, with a 10% original issue discount, $51,159 and $51,559 outstanding, net of debt discount of $0 and $46,566, respectively, settled remaining balance on September 30, 2015 for 5,000 shares of preferred and $20,000 cash payment due upon obtaining new financing
|
20,000
|
-
|
1,533
|
294
|
(6)
|
|||||||||||
March 2014 $50,000 Convertible Note, 10% interest, due March 2015, $36,961 and $36,961 outstanding, net of debt discount of $0 and $5,504, respectively
|
36,961
|
5,643
|
31,457
|
2,886
|
(7)
|
|||||||||||
March 2014 $165,000 Convertible Note, 10% interest, due April 2015, with a $16,450 original issue discount, $61,301 and $84,512 outstanding, net of debt discount of $0 and $15,236, respectively
|
61,301
|
21,644
|
77,521
|
14,328
|
(8)
|
|||||||||||
April 2014 $32,000 Convertible Note, 10% interest, due April 2015, $22,042 and $22,042 outstanding, net of debt discount of $0 and $7,710, respectively
|
22,042
|
2,479
|
14,332
|
835
|
(9)
|
|||||||||||
April 2014 $46,080 Convertible Note, 10% interest due April 2015, $5,419 and $5,4190 outstanding, net of debt discount of $0 and $0, respectively
|
5,419
|
4,608
|
5,419
|
4,608
|
(10)
|
|||||||||||
May 2014 $42,500 Convertible Note, 8% interest, due February 2015, $12,705 and $21,215 outstanding, net of debt discount of $0 and $15,116, respectively
|
-
|
-
|
6,099
|
1,051
|
(11)
|
|||||||||||
May 2014 $55,000 Convertible Note, 12% interest, due May 2015, with a $5,000 original issue discount, $46,090 and $46,090 outstanding, net of debt discount of $0 and $24,315, respectively, settled May 1, 2015 for $100,000, $75,000 paid in cash and the remaining $25,000 as a 10% convertible debenture due May 31, 2016
|
25,000
|
1,082
|
21,775
|
3,385
|
(12)
|
September 30, 2015
|
December 31, 2014
|
|||||||||||||||
Principal
(net)
|
Accrued Interest
|
Principal
(net)
|
Accrued Interest
|
|||||||||||||
June 2014 $37,500 Convertible Note, 8% interest, due March 2015, $37,500 and $37,500 outstanding, net of debt discount of $0 and $13,340, respectively
|
-
|
-
|
27,211
|
1,652
|
(13)
|
|||||||||||
June 2014 $28,800 Convertible Note, 10% interest due June 2015, $28,800 and $28,800 outstanding, net of debt discount of $0 and $13,730, respectively
|
28,800
|
2,880
|
15,070
|
2,880
|
(14)
|
|||||||||||
June 2014 $40,000 Convertible Note, 10% interest, due June 2015, $40,000 and $40,000 outstanding, net of debt discount of $0 and $19,398, respectively
|
40,000
|
5,043
|
20,602
|
2,060
|
(15)
|
|||||||||||
June 2014 $40,000 Convertible Note, 10% interest, due June 2015, $38,689 and $38,689 outstanding, net of debt discount of $0 and $18,554, respectively
|
38,689
|
4,879
|
20,135
|
1,993
|
(16)
|
|||||||||||
June 2014 $56,092 Convertible Note, 16% interest, due July 2015, with a $5,000 original issue discount, $56,092 and $56,092 outstanding, net of debt discount of $0 and $27,815, respectively
|
56,092
|
11,206
|
28,277
|
4,512
|
(17)
|
|||||||||||
July 2014 $37,500 Convertible Note, 12% interest, due July 2015, $37,015 and $37,015 outstanding, net of debt discount of $0 and $20,737, respectively
|
37,015
|
5,261
|
16,278
|
1,947
|
(18)
|
|||||||||||
July 2014 $37,500 Convertible Note, 8% interest, due April 2015, $37,500 and $37,500 outstanding, net of debt discount of $0 and $13,587, respectively
|
-
|
-
|
23,913
|
1,447
|
(19)
|
|||||||||||
August 2014 $22,500 Convertible Note, 8% interest, due May 2015, $22,500 and $22,500 outstanding, net of debt discount of $0 and $9,488, respectively, on August 27, 2015 the Company settled all of its outstanding debt with this lender for the sum of $80,000 to be paid $20,000 at each of September 1, 2015, October 1, 2015, November 1, 2015, and December 1, 2015
|
60,000
|
-
|
13,012
|
725
|
(20)
|
|||||||||||
August 2014 $36,750 Convertible Note, 10% interest, due April 2015, $36,750 and $36,750 outstanding, net of debt discount of $0 and $20,588, respectively
|
36,750
|
4,614
|
13,995
|
1,873
|
(21)
|
|||||||||||
August 2014 $33,500 Convertible Note, 4% interest, due February 2015, with a $8,500 original issue discount, $33,500 and $33,500 outstanding, net of debt discount of $0 and $10,367, respectively
|
33,500
|
-
|
23,133
|
-
|
(22)
|
|||||||||||
September 2014 $37,500 Convertible Note, 12% interest, due September 2015, with a $5,000 original issue discount, $36,263 and $36,263 outstanding, net of debt discount of $0 and $25,401, respectively
|
36,263
|
4,482
|
10,862
|
1,236
|
(23)
|
|||||||||||
January 2015 $19,000 Convertible Note, 10% interest, due July 8, 2015, $19,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
1,370
|
-
|
-
|
(24)
|
|||||||||||
January 2015 $12,500 Convertible Note, 10% interest, due July 8, 2015, $12,500 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
902
|
-
|
-
|
(25)
|
|||||||||||
February 2015 $100,000 Convertible Note, 10% interest, due August 9, 2015, $100,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
6,339
|
-
|
-
|
(26)
|
|||||||||||
February 2015 $25,000 Convertible Note, 10% interest, due August 4, 2015, $25,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
1,619
|
-
|
-
|
(27)
|
September 30, 2015 | December 31, 2014 | |||||||||||||||
Principal
(net)
|
Accrued Interest |
Principal
(net)
|
Accrued Interest | |||||||||||||
March 2015 $50,000 Convertible Note, 10% interest, due September 19, 2015, $50,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
50,000
|
2,650
|
-
|
-
|
(28)
|
|||||||||||
March 2015 $20,000 Convertible Note, 10% interest, due September 25, 2015, $20,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
1,027
|
-
|
-
|
(29)
|
|||||||||||
April 2015$10,000 Convertible Note, 10% interest, due October 16, 2015, $10,000 and $0 outstanding, net of debt discount of $0 and $0 respectively
|
-
|
454
|
-
|
-
|
(30)
|
|||||||||||
April 2015 $25,000 Convertible Note, 10% interest, due October 16, 2015, $25,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
1,134
|
-
|
-
|
(31)
|
|||||||||||
April 2015 $55,000 Convertible Note, 10% interest, due October 16, 2015, $55,000 and $0 outstanding, net of debt discount of $6,011 and $0, respectively
|
48,989
|
2,227
|
-
|
-
|
(32)
|
|||||||||||
July 2015 $15,000 Convertible Note, 10% interest, due January 7, 2016, $15,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
348
|
-
|
-
|
(33)
|
|||||||||||
July 2015 $75,000 Convertible Note, 10% interest, due January 13, 2016, $75,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
1,598
|
-
|
-
|
(34)
|
|||||||||||
September 2015 $7,500 Convertible Note, 10% interest, due March 1, 2016, $7,500 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
61
|
-
|
-
|
(35)
|
|||||||||||
September 2015 $10,000 Convertible Note, 10% interest, due March 2, 2016, $10,000 and $0 outstanding, net of debt discount of $8,462 and $0, respectively
|
1,538
|
77
|
-
|
-
|
(36)
|
|||||||||||
September 2015 $25,000 Convertible Note, 10% interest, due February 1, 2016, $25,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
178
|
-
|
-
|
(37)
|
|||||||||||
September 2015 $25,000 Convertible Note, 10% interest, due March 4, 2016, $25,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
178
|
-
|
-
|
(38)
|
|||||||||||
September 2015 $25,000 Convertible Note, 10% interest, due March 24, 2016, $25,000 and $0 outstanding, net of debt discount of $0 and $0, respectively
|
-
|
41
|
-
|
-
|
(39)
|
|||||||||||
Total Convertible Notes Payable, Net
|
$
|
872,049
|
$
|
179,672
|
$
|
600,569
|
$
|
114,150
|
(1)
|
The Company had received $1,060,000 in cash as of December 31, 2012 in exchange for convertible debt instruments. These convertible debt instruments have an eighteen-month term, accrued interest at an annual rate of 12% and a conversion price of $0.10. In addition, the convertible debt instruments have an equal amount of $0.15, five-year common stock warrants. During the year ending December 31, 2013, the Company entered into new notes with attached warrants with an exercise price of $0.06 per share, which triggered a reset provision of the exercise price of this note’s conversion price and the price of the warrants to $0.06. The convertible debt instruments also include Additional Investment Rights to enter into an additional convertible note with a corresponding amount of warrants equal to forty percent of the convertible note principal. The Company recorded a debt discount of $1,060,000 related to the conversion feature of the notes and the attached warrants, along with a derivative liability at inception.
|
|
During December of 2012 the holders of the convertible debt instruments exercised their conversion rights and converted $171,500 and $37,044 of the outstanding principal and accrued interest balances, respectively, into 2,085,440 shares of the Company’s common stock.
During the twelve months ending December 31, 2013 the holders of the convertible debt instruments exercised their conversion rights and converted $708,500 and $153,036 of the outstanding principal and accrued interest balances.
During the twelve months ending December 31, 2014 the holders of the convertible debt instruments exercised their conversion rights and converted $10,000 and $2,160 of the outstanding principal and accrued interest balances.
Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the eighteen-month life of the convertible debt instruments. During 2012 total amortization was recorded in the amount of $431,154 resulting in a debt discount of $628,846 at December 31, 2012. During 2012 interest expense of $84,243 was recorded for the convertible debt Instruments. During the twelve months ending December 31, 2013, total amortization was recorded in the amount of $213,838 and principal of $708,500 was converted into shares of common stock resulting in a decrease to the debt discount of $404,627. After conversions and amortization, principal totaled $180,000 and debt discount totaled $8,576 at December 31, 2013. During the twelve months ending December 31, 2013 interest expense of $136,447 was recorded for the convertible debt instruments. During the twelve months ending December 31, 2014, total amortization was recorded in the amount of $8,576 and principal of $10,000 and accrued interest of $2,160 was converted into shares of common stock. After conversions and amortization, principal totaled $170,000 and debt discount totaled $0 at December 31, 2014. During the nine-month ending September 30, 2015 and the twelve months ending December 31, 2014 interest expense of $15,244 and $20,864 was recorded for the convertible debt instruments. The $170,000 balance of the notes reached maturity during the year ended December 31, 2014 and are currently in default.
|
(2)
|
The Company borrowed $97,700 October 2013, due April 2014, with interest at 8%. The holder of the note has the right, after the first ninety days of the note (January 29, 2014), to convert the note and accrued interest into common stock at a price per share equal to 60% (representing a discount rate of 40%) of the lowest trading price for the common stock during the twenty trading day period ending one trading day prior to the date of conversion notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first one hundred eighty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $97,700 related to the conversion feature of the note, along with a derivative liability at inception. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the eighteen-month life of the note. During the twelve months ending December 31, 2013 total amortization was recorded in the amount of $32,927 resulting in a debt discount of $64,773. Also during the twelve months ending December 31, 2013, interest expense of $1,954 was recorded for the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $64,773. Also during the twelve months ending December 31, 2014, total principal of $95,000 was converted into shares of common stock resulting in a decrease to the debt discount of $0. After conversions and amortization, principal totaled $2,700, debt discount totaled $0, and accumulated interest totaled $6,713 at December 31, 2014. During the nine months ended September 30, 2015 the Company accrued $161 additional interest on the note. The balance of the note reached maturity during the year ended December 31, 2014 and is currently in default.
|
(3)
|
The Company borrowed $50,000 January 2014, due January 2015, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (July 27, 2014), to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.09 or 58% of the lowest trade price in the 10 trading days previous to the conversion. The Company recorded a debt discount of $50,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $46,291. After amortization, principal totaled $50,000, debt discount totaled $3,709, and accumulated interest totaled $3,693 at December 31, 2014. During the nine months ended September 30, 2015, total amortization was recorded in the amount of $0. After amortization, principal totaled $50,000, debt discount totaled $0. The Company accrued an additional $2,984 interest for the nine months ended September 30, 2015. The balance of the note reached full maturity during the quarter ended June 30, 2015 and is currently in default.
|
(4)
|
The Company borrowed $55,500 January 2014, due October 2014, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (July 23, 2014), to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.28 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The note has an original issue discount of $5,500 that has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $55,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $52,065. Also during the twelve months ending December 31, 2014, total principal of $44,510 was converted into shares of common stock, resulting in a decrease to the debt discount of $7,565. After conversions and amortization, principal totaled $10,990, debt discount totaled $0, and accumulated interest totaled $4,361 at December 31, 2014. The Company accrued an additional $820 interest for the nine months ended September 30, 2015. The balance of the note reached maturity during the year ended December 31, 2014, and is currently in default.
|
(5)
|
The Company borrowed $46,080 February 2014, due February 2015, with a one-time interest charge of 10%. The holder of the note has the right, after the first one hundred eighty days of the note (August 10, 2014), to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.08 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company has the right to prepay the note during the first ninety days following the date of the note. The Company recorded a debt discount of $46,080 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, Total amortization was recorded in the amount of $26,503. Also during the twelve months ending December 31, 2014, total principal of $46,080 and accrued interest of $2,250 was converted into shares of common stock, resulting in a decrease to the debt discount of $19,577. After conversions and amortization, principal totaled $0, debt discount totaled $0, and accumulated interest totaled $2,358 at September 30, 2015 and December 31, 2014. The balance of the note reached full maturity during the quarter ended June 30, 2015 and is currently in default.
|
(6)
|
The Company borrowed $27,800 February 2014, due February 2015, with a one-time interest charge of 10%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.195 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The note has an original issue discount of $2,800 that has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. Additionally, the holder of the note added a market price adjustment of $53,192 on the note due to delay in issuance of conversion shares. The Company increased the amount of the note by $53,192 and recorded a debt discount of $53,192. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the nine-month life of the note. During the twelve months ending December 31, 2014, total amortization was recorded in the amount of $22,056. Also during the twelve months ending December 31, 2014, total principal of $29,833 and accrued interest of $2,780 was converted into shares of common stock, resulting in a decrease to the debt discount of $506. After conversions and amortization, principal totaled $51,159, debt discount totaled $49,626, and accumulated interest totaled $294 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $25,877 and an additional $0 of interest was accrued. The balance of the note reached full maturity during the quarter ended June 30, 2015 and was settled September 30, 2015 for 5,000 shares of Series A Preferred Stock having a stated value of $5.00 per share and $20,000 cash payment due upon the consummation of a debt or equity financing resulting in gross proceeds to the Company of at least $500,000.
|
(7)
|
The Company borrowed $50,000 March 2014, due March 2015, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (September 18, 2014), to convert the note and accrued interest into common stock at a price per share equal to 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company recorded a debt discount of $50,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $39,042. Also during the twelve months ending December 31, 2014, total principal of $13,039 and accrued interest of $727 was converted into shares of common stock, resulting in a decrease to the debt discount of $5,454. After conversions and amortization, principal totaled $36,961, debt discount totaled $5,504, and accumulated interest totaled $2,886 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $5,504 and an additional $2,757 of interest was accrued. The balance of the note reached full maturity during the quarter ended June 30, 2015 and is currently in default.
|
(8)
|
The Company borrowed $165,000 March 2014, due April 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to the lesser of $1.00 or 65% of the average of the three lowest trading prices in the 20 trading days previous to the conversion. The note has an original issue discount of $15,000 that has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $165,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $120,417. Also during the twelve months ending December 31, 2014, total principal of $80,488 was converted into shares of common stock, resulting in a decrease to the debt discount of $37,592. After conversions and amortization, principal totaled $84,512, debt discount totaled $6,991, and accumulated interest totaled $14,328 at December 31, 2014. During the nine months ending September 30, 2015, total principal of $23,211 was converted into shares of common stock, resulting in a decrease to the debt discount of $6,991. After conversions and amortization, principal totaled $61,301, debt discount totaled $0, and accumulated interest totaled $21,644 at September 30, 2015.
|
(9)
|
The Company borrowed $32,000 April 2014, due April 2015, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (October 1, 2014), to convert the note and accrued interest into common stock at a price per share equal to 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company recorded a debt discount of $32,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $21,216. Also during the twelve months ending December 31, 2014, total principal of $9,958 and accrued interest of $681 was converted into shares of common stock, resulting in a decrease to the debt discount of $3,074. After conversions and amortization, principal totaled $22,042, debt discount totaled $7,710, and accumulated interest totaled $835 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $7,710 and an additional $1,644 of interest was accrued.
|
(10)
|
The Company borrowed $46,080 April 2014, due April 2015, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (October 11, 2014), to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.08 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company has the right to prepay the note during the first ninety days following the date of the note. The Company recorded a debt discount of $46,080 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $30,094. Also during the twelve months ending December 31, 2014, total principal of $40,661 was converted into shares of common stock, resulting in a decrease to the debt discount of $15,986. After conversions and amortization, principal totaled $5,419, debt discount totaled $0, and accumulated interest totaled $4,608 at December 31, 2014. During the nine months ending September 30, 2015, an additional $0 of interest was accrued.
|
(11)
|
The Company borrowed $42,500 May 2014, due February 2015, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (November 16, 2014), to convert the note and accrued interest into common stock at a price per share equal to 61% (representing a discount rate of 39%) of the average of the lowest five trading prices for the common stock during the ten trading day period ending one trading day prior to the date of conversion notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first sixty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $42,500 related to the conversion feature of the note, along with a derivative liability at inception. Additionally, the note holder assed a $14,890 penalty due to the inability of the Company to provide conversion shares timely. The Company increased the amount of the note by $14,890 and recorded a debt discount of $14,890. Interest expense for the amortization of the debt discounts is calculated on a straight-line basis over the nine month life of the note. During the twelve months ending December 31, 2014, total amortization was recorded in the amount of $32,535. Also during the twelve months ending December 31, 2014, total principal of $36,175 was converted into shares of common stock resulting in a decrease to the debt discount of $9,739. After conversions and amortization, principal totaled $21,215, debt discount totaled $15,116, and accumulated interest totaled $1,051 at December 31, 2014. During the nine months ending September 30, 2015, total principal of $8,510 was converted into shares of common stock resulting in a decrease to the debt discount of $15,116. This note, along with notes numbered 13, 19, and 20, was settled August 27, 2015 for $80,000 to be paid at $20,000 each September 1, 2015, October 1, 2015, November 1, 2015 and December 1, 2015. This settlement for these notes resulted in a reduction of notes payable of $110,205 and accrued interest payable of $10,319 offset by a new $80,000 note payable and a gain on debt restructuring of $40,523. All payments on the $80,000 remaining note are current as of November 20, 2015.
|
(12)
|
The Company borrowed $55,000 May 2014, due May 2015, with interest at 12%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.03 or 55% of the lowest trade price in the 25 trading days previous to the conversion. The note has an original issue discount of $5,000 that has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $55,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $30,685. Also during the twelve months ending December 31, 2014, total principal of $8,910 was converted into shares of common stock, resulting in a decrease to the debt discount of $0. After conversions and amortization, principal totaled $46,090, debt discount totaled $24,315, and accumulated interest totaled $3,385 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $24,315 and an additional $2,131 of interest was accrued. This note was settled May 1, 2015 for $100,000, $75,000 paid in cash and the remaining $25,000 as a 10% convertible debenture due May 31, 2016. The $25,000 convertible debenture is convertible at 55% of the lowest close for the last 270 days prior to the conversion notice or $0.03, but not less than $0.001. This settlement resulted in a reduction to notes payable of $46,090 and accrued interest payable of $5,516, an increase to note payable of $100,000 and a resulting $48,394 loss on settlement of debt.
|
(13)
|
The Company borrowed $37,500 June 2014, due March 2015, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (December 10, 2014), to convert the note and accrued interest into common stock at a price per share equal to 61% (representing a discount rate of 39%) of the average of the lowest five trading prices for the common stock during the ten trading day period ending one trading day prior to the date of conversion notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first sixty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $37,500 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $27,211. After amortization, principal totaled $37,500, debt discount totaled $10,289, and accumulated interest totaled $1,652 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $10,289 and an additional $1,959 of interest was accrued. The balance of the note reached full maturity during the quarter ended June 30, 2015. This note, along with notes numbered 11, 19, and 20, was settled August 27, 2015 for $80,000 to be paid at $20,000 each September 1, 2015, October 1, 2015, November 1, 2015 and December 1, 2015. This settlement for these notes resulted in a reduction of notes payable of $110,205 and accrued interest payable of $10,319 offset by a new $80,000 note payable and a gain on debt restructuring of $40,524. All payments on the $80,000 remaining note are current as of November 20, 2015.
|
(14)
|
The Company borrowed $28,800 June 2014, due June 2015, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (December 20, 2014), to convert the note and accrued interest into common stock at a price per share equal to the lesser of $0.08 or 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company has the right to prepay the note during the first ninety days following the date of the note. The Company recorded a debt discount of $28,800 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $15,070. After amortization, principal totaled $28,800, debt discount totaled $13,730, and accumulated interest totaled $2,880 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $13,730 and an additional $0 of interest was accrued.
|
(15)
|
The Company borrowed $40,000 June 2014, due June 2015, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (December 23, 2014), to convert the note and accrued interest into common stock at a price per share equal to 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of the prepayment is 145% of the outstanding amounts owed. The Company recorded a debt discount of $40,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $20,602. After amortization, principal totaled $40,000, debt discount totaled $19,398, and accumulated interest totaled $2,060 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $19,398 and an additional $2,983 of interest was accrued.
|
(16)
|
The Company borrowed $40,000 June 2014, due June 2015, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (December 23, 2014), to convert the note and accrued interest into common stock at a price per share equal to 60% of the lowest trade price in the 25 trading days previous to the conversion. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any repayment is 145% of the outstanding amounts owed. . The Company recorded a debt discount of $40,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $20,814. Also during the twelve months ending December 31, 2014, total principal of $1,311 was converted into shares of common stock, resulting in a decrease to the debt discount of $632. After conversions and amortization, principal totaled $38,689, debt discount totaled $18,554, and accumulated interest totaled $1,993 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $18,554 and an additional $2,886 of interest was accrued.
|
(17)
|
The Company borrowed $56,092 July 2014, due July 2015, with interest at 16%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to the lesser of $1.00 or 65% of the average of the three lowest trading prices in the 20 trading days previous to the conversion. The note has an original issue discount of $5,000 that has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $51,092 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $28,276. After amortization, principal totaled $56,092, debt discount totaled $27,815, and accumulated interest totaled $4,512 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $27,816 and an additional $6,694 of interest was accrued.
|
(18)
|
The Company borrowed $37,500 July 2014, due July 2015, with interest at 12%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to 50% of the lowest of the lowest trading price in the 15 trading days previous to the conversion. The Company recorded a debt discount of $37,500 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $16,483. Also during the twelve months ending December 31, 2014, total principal of $485 was converted into shares of common stock (see Note 13: Stockholders’ Equity), resulting in a decrease to the debt discount of $280. After conversions and amortization, principal totaled $37,015, debt discount totaled $20,737, and accumulated interest totaled $1,947 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $20,737 and an additional $3,314 of interest was accrued.
|
(19)
|
The Company borrowed $37,500 July 2014, due April 2015, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (January 5, 2015), to convert the note and accrued interest into common stock at a price per share equal to 61% (representing a discount rate of 39%) of the average of the lowest five trading prices for the common stock during the ten trading day period ending one trading day prior to the date of conversion notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first sixty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $37,500 related to the conversion feature, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $23,913. After amortization, principal totaled $37,500, debt discount totaled $13,587, and accumulated interest totaled $1,447 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $13,587 and an additional $1,959 of interest was accrued. This note, along with notes numbered 11, 13, and 20, was settled August 27, 2015 for $80,000 to be paid at $20,000 each September 1, 2015, October 1, 2015, November 1, 2015 and December 1, 2015. This settlement for these notes resulted in a reduction of notes payable of $110,205 and accrued interest payable of $10,319 offset by a new $80,000 note payable and a gain on debt restructuring of $40,524. All payments on the $80,000 remaining note are current as of November 20, 2015.
|
(20)
|
The Company borrowed $22,500 August 2014, due August 2015, with interest at 8%. The holder of the note has the right, after the first one hundred eighty days of the note (February 2, 2014), to convert the note and accrued interest into common stock at a price per share equal to 61% (representing a discount rate of 39%) of the average of the lowest five trading prices for the common stock during the ten trading day period ending one trading day prior to the date of conversion notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment during the first sixty days is 130% of the outstanding amounts owed while the amount of the prepayment increases every subsequent thirty days to 135%, 140%, 145%, and 150% of the outstanding amounts owed. The Company recorded a debt discount of $20,384 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $10,896. After amortization, principal totaled $22,500, debt discount totaled $9,488, and accumulated interest totaled $725 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $9,488 and an additional $890 of interest was accrued. This note, along with notes numbered 11, 13, and 19, was settled August 27, 2015 for $80,000 to be paid at $20,000 each September 1, 2015, October 1, 2015, November 1, 2015 and December 1, 2015. This settlement for these notes resulted in a reduction of notes payable of $110,205 and accrued interest payable of $10,319 offset by a new $80,000 note payable and a gain on debt restructuring of $40,524. All payments on the $80,000 remaining note are current as of November 23, 2015.
|
(21)
|
The Company borrowed $36,750 August 2014, due August 2015, with interest at 10%. The holder of the note has the right, after the first one hundred eighty days of the note (February 10, 2014), to convert the note and accrued interest into common stock at a price per share equal to 60% (representing a discount rate of 40%) of the lowest trading price for the common stock during the twenty five trading day period ending one trading day including the date of conversion notice. The Company has the right to prepay the note and accrued interest during the first one hundred eighty days following the date of the note. During that time the amount of any prepayment is 145% of the outstanding amounts owed. The Company recorded a debt discount of $36,750 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $13,995. After amortization, principal totaled $36,750, debt discount totaled $22,755, and accumulated interest totaled $1,873 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $22,755 and an additional $2,741 of interest was accrued. The balance of the note reached full maturity during the quarter ended September 30, 2015 and is currently in default.
|
(22)
|
The Company borrowed $33,500 August 2014, due February 2015, with interest at 4%. The Company may prepay the note for a net payment of $33,500 at any time prior to November 27, 2014. After November 27, 2014, the holder has the right to refuse any further payments and to convert this note when it matures, February 27, 2015. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to 60% (represents a 40% discount) of the average three lowest trade prices in the 20 trading days previous to the conversion. The note has an original issue discount of $6,500 that has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $32,807 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $22,520. After amortization, principal totaled $33,500, debt discount totaled $10,367, and accumulated interest totaled $0 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $10,367. The balance of the note reached full maturity during the quarter ended June 30, 2015 and is currently in default.
|
(23)
|
The Company borrowed $37,500 September 2014, due September 2015, with interest at 12%. The holder of the note has the right to convert the note and accrued interest into common stock at a price per share equal to 55% (represents a 45% discount) of the lowest trade prices in the 15 trading days previous to the conversion. The note has an original issue discount of $5,000 that has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $37,500 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the twelve months ended December 31, 2014, total amortization was recorded in the amount of $11,211. Also during the twelve months ending December 31, 2014, total principal of $1,238 was converted into shares of common stock resulting in a decrease to the debt discount of $888. After conversions and amortization, principal totaled $36,262, debt discount totaled $25,437, and accumulated interest totaled $1,236 at December 31, 2014. During the nine months ending September 30, 2015, total amortization was recorded in the amount of $25,401 and an additional $3,246 of interest was accrued. The balance of the note reached full maturity during the quarter ended September 30, 2015 and is currently in default.
|
(24)
|
The Company borrowed $19,000 January 2015, due July 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at the end of the six months (July 8, 2015) at a price per share of $0.001. The Company issued the note holder 3,800,000, $0.001, one year warrants as a loan origination fee. The Company recorded a debt discount of $1,628 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $1,628 and accrued interest in the amount of $1,370 was recorded towards this note. As of September 30, 2015 this note was extinguished for 19,000 Series A Convertible Preferred Shares.
|
(25)
|
The Company borrowed $12,500 January 2015, due July 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at the end of the six months (July 8, 2015) at a price per share of $0.001. The Company issued the note holder 2,500,000, $0.001, one year warrants as a loan origination fee. The Company recorded a debt discount of $1,071 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $1,628 and accrued interest in the amount of $902 was recorded towards this note. As of September 30, 2015 this note was extinguished for 12,500 Series A Convertible Preferred Shares.
|
(26)
|
The Company borrowed $100,000 February 2015, due August 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at the end of the six months (August 9, 2015) at a price per share of $0.001. The Company issued the note holder 20,000,000, $0.001, one year warrants as a loan origination fee. The Company recorded a debt discount of $11,635 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $11,635 and accrued interest on the amount of $6,339 was accrued towards this note. As of September 30, 2015 this note was extinguished for 100,000 Series A Convertible Preferred Shares.
|
(27)
|
The Company borrowed $25,000 February 2015, due August 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at the end of the six months (August 4, 2015) at a price per share of $0.001. The Company issued the note holder 5,000,000, $0.001, one year warrants as a loan origination fee. The Company recorded a debt discount of $1,991 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $2,912 and accrued interest in the amount of $1,619 was recorded towards this note. As of September 30, 2015 this note was extinguished for 25,000 Series A Convertible Preferred Shares.
|
(28)
|
The Company borrowed $50,000 March 2015, due September 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at the end of the six months (September 19, 2015) at a price per share of $0.001. The Company issued the note holder 10,000,000, $0.0015, one year warrants as a loan origination fee. The Company recorded a debt discount of $13,213 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $13,213 and accrued interest in the amount of $2,650 was recorded towards this note. The balance of the note reached full maturity during the quarter ended September 30, 2015 however the note holder and the Company reached a settlement agreement November 13, 2015.
|
(29)
|
The Company borrowed $20,000 March 2015, due September 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at the end of the six months (September 25, 2015) at a price per share of $0.0022. The Company issued the note holder 4,000,000, $0.0022, one year warrants as a loan origination fee. The Company recorded a debt discount of $7,586 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $7,586 and accrued interest in the amount of $1,027 was recorded towards this note. As of September 30, 2015 this note was extinguished for 20,000 Series A Convertible Preferred Shares.
|
(30)
|
The Company borrowed $10,000 April 2015, due October 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. The Company issued the note holder 400,000 common stock shares as a loan origination fee. The Company recorded a debt discount of $10,000 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $10,000 and accrued interest in the amount of $454 was recorded towards this note. As of September 30, 2015 this note was converted into 10,000 Series A Convertible Preferred Shares.
|
(31)
|
The Company borrowed $25,000 April 2015, due October 2015, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. The Company issued the note holder 1,000,000 common stock shares as a loan origination fee. The Company recorded a debt discount of $25,000 related to the warrants issued as a loan origination fee, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $25,000 and accrued interest in the amount of $1,134 was recorded towards this note. As of September 30, 2015 this note was converted into 25,000 Series A Convertible Preferred Shares.
|
(32)
|
The Company borrowed $55,000 April 2015, due October 2015, with interest at 10%. The Company may prepay the note for a net payment of $55,000 at any time. The holder of the note has the right at the end of the note (October 20, 2015), to convert the note and accrued interest into common stock at a price per share equal to the lesser of (i) forty percent (40%) (represents a 60% discount) of the lowest closing bid price of the Common Stock during the thirty (30) Trading Days prior to a conversion date, or (ii) the number of shares equal to the Conversion Price described in (i) above multiplied by a numerator equal to the highest closing price during the thirty (30) Trading Days prior to a conversion date and a denominator equal to the lowest closing bid price during the thirty (30) Trading Days prior to a conversion date. However according to the Company’s Certificate of Incorporation and Delaware statute, the floor is at par value $0.001. The note has an original issue discount of $5,000 which has been added to the principal balance of the note and is being recognized in interest expense over the life of the note. The Company recorded a debt discount of $55,000 related to the conversion feature and original issue discount, along with a derivative liability at inception. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the six month life of the note. During the nine months ended September 30, 2015, total amortization was recorded in the amount of $48,949. The Company accrued an additional $2,227 interest for the nine months ended September 30, 2015.
|
(33)
|
The Company borrowed $15,000 July 2015, due January 2016, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. During the nine months ending September 30, 2015 accrued interest in the amount of $348 was recorded towards this note. As of September 30, 2015 this note was converted into 15,000 Series A Convertible Preferred Shares.
|
(34)
|
The Company borrowed $75,000 July 2015, due January 2016, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. The Company will issue to the note holder 3,000,000 common stock shares as a loan origination fee when sufficient authorized shares are available. During the nine months ending September 30, 2015 accrued interest in the amount of $1,598 was recorded towards this note. As of September 30, 2015 this note was converted into 75,000 Series A Convertible Preferred Shares.
|
(35)
|
The Company borrowed $7,500 September 2015, due March 2016, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. The Company will issue to the note holder 300,000 common stock shares as a loan origination fee when sufficient authorized shares are available. During the nine months ending September 30, 2015 accrued interest in the amount of $61 was recorded towards this note. As of September 30, 2015 this note was converted into 10,000 Series A Convertible Preferred Shares.
|
(36)
|
The Company borrowed $10,000 September 2015, due March 2016, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. The Company issued the note holder 10,000,000 common stock shares as a loan origination fee. The Company recorded a debt discount of $10,000 related to the shares issued as a loan origination fee. Interest expense for the amortization of the debt discount is calculated on a straight-line basis over the twelve-month life of the note. During the nine months ending September 30, 2015 total amortization in the amount of $1,538 and accrued interest in the amount of $77 was recorded towards this note.
|
(37)
|
The Company borrowed $25,000 September 2015, due March 2016, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. During the nine months ending September 30, 2015 accrued interest in the amount of $178 was recorded towards this note. As of September 30, 2015 this note was converted into 25,000 Series A Convertible Preferred Shares.
|
(38)
|
The Company borrowed $25,000 September 2015, due March 2016, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. During the nine months ending September 30, 2015 accrued interest in the amount of $178 was recorded towards this note. As of September 30, 2015 this note was converted into 25,000 Series A Convertible Preferred Shares.
|
(39)
|
The Company borrowed $25,000 September 2015, due March 2016, with interest at 10%. The holder of the note has the right to convert the note and accrued interest into common stock at any time at a price per share of $0.001. The Company will issue to the note holder 1,000,000 common stock shares as a loan origination fee when sufficient authorized shares are available. During the nine months ending September 30, 2015 accrued interest in the amount of $41 was recorded towards this note. As of September 30, 2015 this note was converted into 25,000 Series A Convertible Preferred Shares.
|
Options Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Aggregate
Intrinsic
Value
|
Weighted
Average
Exercise
Price
Per Share
|
|||||||||||||||||
Number Of
Shares
|
Exercise
Price
Per
Share
|
|||||||||||||||||||
Balance at December 31, 2014
|
8,785,000
|
$
|
0.09-0.15
|
3.42 years
|
$
|
-
|
$
|
0.14
|
||||||||||||
Options granted
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||
Options exercised
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||||
Options expired
|
(2,950,000
|
)
|
$
|
0.09-0.15
|
-
|
$
|
0.11
|
|||||||||||||
Balance at September 30, 2015
|
5,835,000
|
$
|
0.12-0.15
|
4.24 years
|
$
|
-
|
$
|
0.15
|
||||||||||||
Exercisable at December 31, 2014
|
7,713,125
|
$
|
0.09-0.15
|
3.42 years
|
$
|
-
|
$
|
0.14
|
||||||||||||
Exercisable at September 30, 2015
|
5,835,000
|
$
|
0.12-0.15
|
4.24 years
|
$
|
-
|
$
|
0.15
|
Warrants Outstanding
|
Weighted
Average
Remaining
Contractual
Life
|
Aggregate
Intrinsic
Value
|
Weighted Average Exercise Price
Per Share
|
||||||||||||||
Number
Of
Shares
|
Exercise
Price Per Share
|
||||||||||||||||
Balance at December 31, 2014
|
2,310,770,115
|
$
|
0.0001-0.25
|
2.86 years
|
$
|
-
|
$
|
0.01
|
|||||||||
Warrants granted
|
65,300,000
|
$
|
0.001-0.0022
|
1.47 years
|
$
|
0.0012
|
|||||||||||
Warrants exercised
|
(285,604,091
|
)
|
$
|
0.003
|
-
|
$
|
0.003
|
||||||||||
Warrants adjusted | (1,360,195,089 | ) | (1) | $ | 0.0001-0.001 | $ | 0.0001 | ||||||||||
Warrants expired/cancelled
|
(44,027,778
|
)
|
$
|
0.001-0.25
|
$
|
0.0228
|
|||||||||||
Balance at September 30, 2015
|
686,243,157
|
$
|
0.001-0.10
|
2.14 years
|
$
|
2,052,699
|
$
|
0.0082
|
|||||||||
Exercisable at December 31, 2014
|
1,978,455,471
|
$
|
0.0001-0.25
|
2.86 years
|
$
|
-
|
$
|
0.01
|
|||||||||
Exercisable at September 30, 2015
|
686,243,157
|
$
|
0.001-0.10
|
2.14 years
|
$
|
2,052,699
|
$
|
0.0082
|
(1)
|
Based upon Delaware law and on the terms and conditions set forth in the applicable Warrant Agreement, any adjustments to the warrants were limited to a floor price of $.001. Pursuant to the defective warrant exercise notice using an exercise price below $.001, the Company issued at total of 147,377,777 shares of common stock to the warrant holders, which the Company believes are voidable, and also recorded 1,600,945,089 warrants outstanding to the holder on the Company’s financial statements for the year ended December 31, 2014, and for the periods ending March 31 and June 30, 2015. Management believes that the warrants were recorded in error during the periods presented, and has recorded the revised number of warrants outstanding at September 30, 2015 at 240,750,000, which reflects the number of shares of common stock purchase warrants outstanding and exercisable under the terms of the warrants at an exercise price of $0.001 per share. This net adjustment of 1,360,195,089 warrants has been reflected in the schedule for the nine month period ending September 30, 2015. However, the warrants have not yet been voided.While management believes that its position is reasonable, no assurances can be given that this position will not be challenged by the warrant holder.
|
Three Months Ended
September 30, 2015
|
Three Months Ended
September 30, 2014
|
|||||||
Revenues
|
$
|
12,054
|
$
|
-
|
||||
Operating expenses
|
305,865
|
493,322
|
||||||
Operating loss
|
(293,811
|
)
|
(493,322
|
)
|
||||
Non-operating income (expense)
|
||||||||
Interest expense
|
(1,819,017
|
)
|
(365,566
|
)
|
||||
Net gain (loss) on settlement of debt
|
144,290
|
|
(44,975
|
)
|
||||
Gain (Loss) on derivative liability
|
(562,203
|
)
|
37,076
|
|||||
Net Gain (Loss)
|
$
|
(2,530,741
|
)
|
$
|
(866,787
|
)
|
Three Months Ended
September 30, 2015
|
Three Months Ended
September 30, 2014
|
|||||||
Cost of materials
|
$
|
-
|
$
|
265
|
||||
Depreciation and amortization expense
|
936
|
2,998
|
||||||
Professional fees
|
73,864
|
128,597
|
||||||
Stock options granted
|
-
|
58,187
|
||||||
Payroll expense
|
178,654
|
190,994
|
||||||
General and administrative expense
|
52,411
|
112,281
|
||||||
Sales and marketing expense
|
-
|
-
|
||||||
$
|
305,865
|
$
|
493,322
|
Three months ended
September 30, 2015
|
Three months ended
September 30, 2014
|
|||||||
Interest expense
|
$
|
(1,819,017
|
)
|
$
|
(365,566
|
)
|
||
Net gain (loss) on settlement of debt
|
144,290
|
|
(44,975
|
)
|
||||
Gain (Loss) on derivative liability
|
(562,203
|
)
|
37,076
|
|||||
$
|
(2,236,930
|
)
|
$
|
(373,465
|
)
|
Nine Months Ended
September 30, 2015
|
Nine Months Ended
September 30, 2014
|
|||||||
Revenues
|
$
|
24,108
|
$
|
24,108
|
||||
Operating expenses
|
977,793
|
1,595,210
|
||||||
Operating loss
|
(953,685
|
)
|
(1,571,102
|
)
|
||||
Non-operating income (expense)
|
||||||||
Interest expense
|
(2,471,367
|
)
|
(1,181,063
|
)
|
||||
Gain (loss) on derivative liability
|
8,756,184
|
(313,990
|
)
|
|||||
Net loss on settlement of debt
|
281,966
|
(120,024
|
)
|
|||||
Net income (loss)
|
$
|
5,613,098
|
$
|
(3,186,179
|
)
|
Nine months ended
September 30, 2015
|
Nine months ended
September 30, 2014
|
|||||||
Cost of materials
|
$
|
475
|
$
|
817
|
||||
Depreciation and amortization expense
|
4,934
|
8,994
|
||||||
Professional fees
|
245,164
|
466,581
|
||||||
Stock options granted
|
28,500
|
174,561
|
||||||
Payroll expenses
|
538,466
|
576,089
|
||||||
General and administrative expenses
|
160,254
|
366,868
|
||||||
Sales and marketing expense
|
-
|
1,300
|
||||||
$
|
977,793
|
$
|
1,595,210
|
Nine months ended
September 30, 2015
|
Nine months ended
September 30, 2014
|
|||||||
Interest expense
|
$
|
(2,471,367
|
)
|
$
|
(1,181,063
|
)
|
||
Net gain (loss) on settlement of debt
|
281,966
|
(120,024
|
)
|
|||||
Gain (loss) on derivative liability
|
8,756,184
|
(313,990
|
)
|
|||||
$
|
6,566,783
|
$
|
(1,615,077
|
)
|
(a)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
|
(b)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
|
(c)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.
|
Exhibit Number
|
Description
|
|
31.1
|
*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
|
31.2
|
*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
|
32.1
|
*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
ADVANCED MEDICAL ISOTOPE CORPORATION
|
||
Date: November 23, 2015
|
By:
|
/s/ James C. Katzaroff
|
James C. Katzaroff
|
||
Chairman and Chief Executive Officer
|
||
(Principal Executive Officer)
|
Date: November 23, 2015
|
By:
|
/s/ L. Bruce Jolliff
|
L. Bruce Jolliff
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Advanced Medical Isotope Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
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 controls 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; and
|
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 registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 23, 2015
|
/s/ James C. Katzaroff
|
James C. Katzaroff
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Advanced Medical Isotope Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
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 controls 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; and
|
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 registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 23, 2015
|
/s/ L. Bruce Jolliff
|
L. Bruce Jolliff
|
|
Chief Financial Officer
(Principal Financial Officer
|
November 23, 2015
|
/s/ James C. Katzaroff
|
James C. Katzaroff
|
|
Chief Executive Officer
(Principal Executive Officer)
|
November 23, 2015
|
/s/ L. Bruce Jolliff
|
L. Bruce Jolliff
|
|
Chief Financial Officer
(Principal Financial Officer
|