þ
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QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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87-0428526
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.
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914 Westwood Blvd., Box 801
Los Angeles, California
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90024
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(Address of principal executive offices)
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(Zip Code)
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
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o |
Smaller reporting company
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þ |
(Do not check if a smaller reporting company) |
Part I - |
Financial Information
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3 | |||
Item 1. |
Condensed Financial Statements (Unaudited)
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3 | |||
Balance Sheets as of December 31, 2011 and September 30, 2011
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3 | ||||
Statements of Operations for the three months ended December 31, 2011 and 2010
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4 | ||||
Statements of Cash Flows for the three months ended December 31, 2011 and 2010
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5 | ||||
Notes to Financial Statements
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6 | ||||
Forward-Looking Statements
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|||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12 | |||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
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14 | |||
Item 4. |
Controls and Procedures
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14 | |||
Part II – |
Other Information
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14 | |||
Item 1. |
Legal Proceedings
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14 | |||
Item 1A. |
Risk Factors
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14 | |||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
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14 | |||
Item 3. |
Defaults Upon Senior Securities
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14 | |||
Item 4. |
Reserved
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15 | |||
Item 5. |
Other Information
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15 | |||
Item 6. |
Exhibits
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15
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|||
Signatures
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16 |
Sionix Corporation
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||||||||
Condensed Balance Sheets
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||||||||
(Unaudited)
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||||||||
As of
December 31,
2011
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As of
September 30,
2011
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 21,713 | $ | 685 | ||||
Other receivable
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18,220 | 12,173 | ||||||
Inventory | 1,323,197 | 1,306,326 | ||||||
Other current assets
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157,738 | 26,676 | ||||||
Total current assets
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1,520,868 | 1,345,860 | ||||||
Non-current assets:
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||||||||
Property and equipment, net
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26,013 | 29,519 | ||||||
Total assets
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$ | 1,546,881 | $ | 1,375,379 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$ | 571,972 | 520,322 | |||||
Accrued expenses
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1,327,362 | 1,006,814 | ||||||
Notes payable - related parties
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36,500 | 25,000 | ||||||
Convertible notes, net of debt discount
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973,395 | 934,567 | ||||||
Secured promissory notes
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300,000 | - | ||||||
Derivative liability
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301,225 | 320,516 | ||||||
Shares to be issued
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150,200 | - | ||||||
Total current liabilities
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3,660,654 | 2,807,219 | ||||||
Stockholders' deficit:
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||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized at September 30, 2011 and 2010
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- | - | ||||||
Common stock, $0.001 par value (600,000,000 shares authorized; 327,079,104 shares issued and 307,739,481 shares outstanding at December 31, 2011; 299,331,673 shares issued and outstanding at September 30, 2011)
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307,739 | 299,332 | ||||||
Additional paid-in capital | 30,672,483 | 30,168,321 | ||||||
Accumulated deficit | (33,093,995 | ) | (31,899,493 | ) | ||||
Total stockholders' deficit
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(2,113,773 | ) | (1,431,840 | ) | ||||
Total liabilities and stockholders' deficit
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$ | 1,546,881 | $ | 1,375,379 |
Sionix Corporation
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||||||||
Condensed Statements of Operations
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||||||||
(Unaudited)
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||||||||
Three Months Ended
December 31,
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||||||||
2011
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2010
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Operating expenses
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||||||||
General and administrative
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785,621 | 649,610 | ||||||
Sales and marketing
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85,425 | 84,270 | ||||||
Research and development
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143,292 | 81,627 | ||||||
Depreciation
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3,506 | 1,804 | ||||||
Total operating expenses
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1,017,844 | 817,311 | ||||||
Loss from operations
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(1,017,844 | ) | (817,311 | ) | ||||
Other income (expense)
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||||||||
Interest expense and financing costs
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(218,894 | ) | (105,192 | ) | ||||
Gain (loss) on change in fair value of derivative liability
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325 | (5,557 | ) | |||||
Legal settlements | - | (236,821 | ) | |||||
(Loss) gain on settlement of debt | 41,911 | (65,710 | ) | |||||
Total other income (expense)
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(176,658 | ) | (413,280 | ) | ||||
Loss before income taxes
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(1,194,502 | ) | (1,230,591 | ) | ||||
Income taxes
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- | - | ||||||
Net loss attributable to common shareholders
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$ | (1,194,502 | ) | $ | (1,230,591 | ) | ||
Basic loss per share
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$ | (0.00 | ) | $ | (0.01 | ) | ||
Diluted loss per share
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$ | (0.00 | ) | $ | (0.01 | ) | ||
Basic weighted average number of shares of common stock outstanding
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304,868,562 | 226,576,360 | ||||||
Diluted weighted average number of shares of common stock outstanding
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304,868,562 | 226,576,360 |
Sionix Corporation
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||||||||
Condensed Statements of Cash Flows
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||||||||
(Unaudited)
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||||||||
Three Months Ended
December 31,
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||||||||
2011
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2010
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Cash flows from operating activities
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Net loss
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$ | (1,194,502 | ) | $ | (1,230,591 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities:
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||||||||
Depreciation
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3,506 | 1,804 | ||||||
Amortization of debt discounts
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100,983 | 58,695 | ||||||
Share based payments
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103,932 | 154,848 | ||||||
Common stock issued for services
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239,500 | 464,171 | ||||||
(Gain) loss on change in fair value of derivative liability
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(325 | ) | 5,557 | |||||
(Gain) loss on settlement of debt
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(41,911 | ) | 65,710 | |||||
Changes in operating assets and liabilities:
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||||||||
Inventory
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(16,871 | ) | (121,571 | ) | ||||
Other current assets
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(264,661 | ) | (73,919 | ) | ||||
Accounts payable
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51,650 | 151,114 | ||||||
Accrued expenses
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398,027 | (223,611 | ) | |||||
Deferred revenue
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- | 319,832 | ||||||
Net cash used by operating activities
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(620,672 | ) | (427,961 | ) | ||||
Cash flows from investing activities:
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||||||||
Purchase of property and equipment
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- | (3,127 | ) | |||||
Cash flows from financing activities:
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||||||||
Borrowings
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491,500 | - | ||||||
Common stock issued for cash
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150,200 | 561,000 | ||||||
Net cash provided by financing activities
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641,700 | 561,000 | ||||||
Net increase in cash and cash equivalents
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21,028 | 129,912 | ||||||
Cash and cash equivalents, beginning of period
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685 | 23,084 | ||||||
Cash and cash equivalents, end of period
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$ | 21,713 | $ | 152,996 | ||||
SUPPLEMENTARY CASH FLOW INFORMATION:
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||||||||
Income taxes paid
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$ | 599 | $ | 2,569 | ||||
Interest paid
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$ | - | $ | - |
December 31,
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September 30,
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|||||||
2011
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2011
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Machinery and equipment
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$ | 41,726 | $ | 41,726 | ||||
Less accumulated depreciation
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(15,713 | ) | (12,207 | ) | ||||
Property and equipment, net
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$ | 26,013 | $ | 29,519 |
December 31,
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September 30,
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|||||||
2011
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2011
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Accrued salaries
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$ | 649,852 | $ | 564,458 | ||||
Interest payable
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270,846 | 236,229 | ||||||
Claims payable
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- | 15,334 | ||||||
Other accrued expenses
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406,664 | 190,793 | ||||||
Total accrued expenses
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$ | 1,327,362 | $ | 1,006,814 |
Weighted
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||||||||||||||||
Weighted
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Average
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|||||||||||||||
Average
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Aggregate
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Remaining
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||||||||||||||
Number
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Exercise
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Intrinsic
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Contractual
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of Options
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Price
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Value
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Life
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Outstanding at October 1, 2011
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38,866,316 | $ | 0.12 | $ | - | 3.01 | ||||||||||
Granted
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1,850,000 | 0.11 | ||||||||||||||
Expired
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- | - | ||||||||||||||
Forfeited
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- | - | ||||||||||||||
Exercised
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- | - | ||||||||||||||
Outstanding at December 31, 2011
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40,716,316 | $ | 0.12 | $ | - | 2.86 | ||||||||||
Exercisable at December 31, 2011
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40,210,617 | $ | 0.12 | $ | - | 2.84 |
Weighted
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Weighted
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|||||||||||||||||
Average
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Average
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|||||||||||||||||
Remaining
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Remaining
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|||||||||||||||||
Exercise
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Options
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Contractual
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Options
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Contractual
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||||||||||||||
Price
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Outstanding
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Life
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Exercisable
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Life
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||||||||||||||
$ | 0.06 | 7,415,000 | 3.68 | 7,351,219 | 3.68 | |||||||||||||
$ | 0.07 | 2,000,000 | 4.00 | 2,000,000 | 4.00 | |||||||||||||
$ | 0.09 | 2,000,000 | 4.00 | 2,000,000 | 4.00 | |||||||||||||
$ | 0.10 | 9,416,850 | 2.57 | 9,416,850 | 2.57 | |||||||||||||
$ | 0.12 | 8,450,940 | 2.28 | 8,450,940 | 2.28 | |||||||||||||
$ | 0.14 | 500,000 | 3.05 | 58,082 | 3.05 | |||||||||||||
$ | 0.15 | 8,000,000 | 3.05 | 8,000,000 | 3.05 | |||||||||||||
$ | 0.25 | 2,933,526 | 0.96 | 2,933,526 | 0.96 | |||||||||||||
40,716,316 | 2.86 | 40,210,617 | 2.84 |
·
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risk free rate of return of 0.87%-0.88%;
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·
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volatility of 168% - 169%
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·
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dividend yield of 0%; and
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·
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expected term of 5 years.
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Weighted
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||||||||||||
Average
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Aggregate
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|||||||||||
Number
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Exercise
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Intrinsic
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||||||||||
of Warrants
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Price
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Value
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Outstanding at October 1, 2011
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94,266,670 | $ | 0.15 | $ | 75,000 | |||||||
Granted
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1,251,666 | 0.17 | ||||||||||
Expired
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- | - | ||||||||||
Forfeited
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- | - | ||||||||||
Exercised
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- | - | ||||||||||
Outstanding as of December 31, 2011
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95,518,336 | $ | 0.15 | $ | - | |||||||
Exercisable as of December 31, 2011
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95,518,336 | $ | 0.15 | $ | - |
Weighted
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||||||||||||||||||||||
Average
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||||||||||||||||||||||
Remaining
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Weighted Average
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|||||||||||||||||||||
Exercise
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Warrants
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Warrants
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Contractual
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Exercise Price
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||||||||||||||||||
Price
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Outstanding
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Exercisable
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Life
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Outstanding
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Exercisable
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|||||||||||||||||
$ | 0.06 | 7,500,000 | 7,500,000 | 4.38 | $ | 0.06 | $ | 0.06 | ||||||||||||||
$ | 0.07 | 23,333,333 | 23,333,333 | 2.28 | $ | 0.07 | $ | 0.07 | ||||||||||||||
$ | 0.10 | 4,026,578 | 4,026,578 | 3.18 | $ | 0.10 | $ | 0.10 | ||||||||||||||
$ | 0.12 | 6,226,000 | 6,226,000 | 1.94 | $ | 0.12 | $ | 0.12 | ||||||||||||||
$ | 0.14 | 5,000,000 | 5,000,000 | 3.81 | $ | 0.14 | $ | 0.14 | ||||||||||||||
$ | 0.15 | 2,107,667 | 2,107,667 | 2.83 | $ | 0.15 | $ | 0.15 | ||||||||||||||
$ | 0.17 | 25,909,992 | 25,909,992 | 4.03 | $ | 0.17 | $ | 0.17 | ||||||||||||||
$ | 0.18 | 850,000 | 850,000 | 1.04 | $ | 0.18 | $ | 0.18 | ||||||||||||||
$ | 0.25 | 15,269,312 | 15,269,312 | 1.23 | $ | 0.25 | $ | 0.25 | ||||||||||||||
$ | 0.30 | 5,295,454 | 5,295,454 | 1.01 | $ | 0.30 | $ | 0.30 | ||||||||||||||
95,518,336 | 95,518,336 | |||||||||||||||||||||
·
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our inability to obtain the financing we need to continue our operations;
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·
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changes in regulatory requirements that adversely affect our business;
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·
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loss of our key personnel; and
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·
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risks over which we have no control, such as the general global downturn in the economy which may adversely affect spending by government agencies.
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·
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Issued 3,758,808 shares of common stock for conversion of debt in the amount of $93,600 (including interest). We relied on Section 3(a)(9) of the Securities Act as providing an exemption from registering the issuance of these shares of common stock under the Securities Act inasmuch as the conversion was made with our existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting the exchange.
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Exhibit No.
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Description of Exhibit
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3.1
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Articles of Incorporation (1)
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3.1.1
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Amendment to Articles of Incorporation (2)
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3.2
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Bylaws (1)
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
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||
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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101
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The following financial statements from the Sionix Corporation Quarterly Report on Form 10-Q for the quarter ended December 31, 2011 formatted in Extensive Business Reporting Language (XBRL): (i) balance sheet; (ii) statements of operations; (iii) statements of cash flows; and (iv) the notes to the financial statements.
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SIONIX CORPORATION | |||
Date: February 8, 2012
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By:
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/s/ James R. Currier | |
James R. Currier | |||
Chief Executive Officer, Principal Executive Officer |
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By:
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/s/ David R. Wells | |
David R. Wells | |||
President, Chief Financial Officer, Secretary/Treasurer, and Principal Financial and Accounting Officer |
1.
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I have reviewed this quarterly report on Form 10-Q of Sionix Corporation;
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2.
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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;
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3.
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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;
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4.
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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)
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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
|
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(d)
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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
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(5)
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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)
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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)
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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.
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Date: February 8, 2012
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By:
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/s/ James R. Currier | |
James R. Currier | |||
Chairman, Chief Executive Officer, and Principal Executive Officer
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1.
|
I have reviewed this quarterly report on Form 10-Q of Sionix 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.
|
Date: February 8, 2012
|
By:
|
/s/ David R. Wells | |
David R. Wells | |||
President, Chief Financial Officer, Secretary/Treasurer, and Principal Financial and Accounting Officer |
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Date: February 8, 2012
|
By:
|
/s/ James R. Currier | |
James R. Currier | |||
Chairman, Chief Executive Officer, and Principal Executive Officer |
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and,
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Date: February 8, 2012
|
By:
|
/s/ David R. Wells | |
David R. Wells | |||
President, Chief Financial Officer, Secretary/Treasurer, and Principal Financial and Accounting Officer |
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Accrued Expenses
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2011
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Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses |
Note 4 Accrued Expenses
Accrued expenses consisted of the following at:
During the three months ended December 31, 2011, $3,600 of accrued interest was included in the conversion of notes payable into common stock described in Note 6. |
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