Attached files

file filename
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13A-14 AND 15D-14, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - AFTERMASTER, INC.exhibit_31-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, RULES 13A-14 AND 15D-14, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - AFTERMASTER, INC.exhibit_31-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - AFTERMASTER, INC.exhibit_32-1.htm

 
U.S. SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2015
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to __________
  
Commission file number 001-10196

AFTERMASTER, INC.
(FORMERLY STUDIO ONE MEDIA, INC.)

(Exact name of Registrant as specified in its charter)
 
 
  DELAWARE
  23-2517953
  (State or other jurisdiction of incorporation or organization)
  (IRS Employer Identification No.)
 
6671 Sunset Blvd., Suite 1520
Hollywood, CA 90028
(Address of principal executive offices) (Zip Code)
 
(310) 657-4886
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

x Yes    o No
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). 

x Yes    o No   (Not required)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

o Yes    x No
 
At February 16, 2016, the number of shares outstanding of Common Stock, $0.001 par value, was 99,554,270 shares.
 

 
1

 
 
 
AFTERMASTER, INC.
 
     
 
  INDEX
 
 
PART I - FINANCIAL INFORMATION
 
   
 PAGE NUMBER
Item 1.
Financial Statements
3
     
 
Condensed Consolidated Balance Sheets – December 31, 2015 (unaudited) and June 30, 2015
3
     
 
Condensed Consolidated Statements of Operations - For the three and six months ended December 31, 2015 and 2014 (unaudited)
4
     
 
Condensed Consolidated Statements of Cash Flows - For the six months ended December 31, 2015 and 2014 (unaudited)
5
     
 
Notes to Condensed Consolidated Financial Statements (unaudited)
6
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
     
Item 3.
Quantitative and Qualitative Disclosure About Market Risks
22
     
Item 4T.
Controls and Procedures
22
 
 
 
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
23
     
Item 1A.
Risk Factors
23
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
23
     
Item 3.
Defaults Upon Senior Securities
23
     
Item 4.
Submission of Matters to a Vote of Security Holders
24
     
Item 5.
Other Information
24
     
Item 6.
Exhibits
24
     
 
SIGNATURES
25

 
2

 
 
AFTERMASTER, INC.
 
Consolidated Balance Sheets
 
             
 
December 31,
   
June 30,
 
 
2015
   
2015
 
 
(Unaudited)
       
ASSETS
 
             
Current Assets
           
Cash
  $ 853,675     $ 2,185,702  
Accounts receivable
    8,015       4,500  
Note receivable
    10,000       10,000  
Prepaid expenses
    2,712,619       3,319,258  
                 
Total Current Assets
    3,584,309       5,519,460  
                 
Property and equipment, net
    141,411       169,954  
                 
Intangible assets, net
    41,220       22,853  
                 
Deposits
    13,675       13,675  
Available for sale securities
    30,000       -  
Prepaid expenses, net of current
    22,739       1,092,038  
                 
Total Assets
  $ 3,833,354     $ 6,817,980  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
Current Liabilities
               
Accounts payable and other accrued expenses
  $ 248,821     $ 344,451  
Accrued interest
    63,081       93,762  
Deferred revenue
    304,305       2,500  
Accrued Consulting services - related party
    84,158       82,267  
Lease payable
    16,448       36,426  
Derivative Liability
    -       12,814,941  
Notes payable - related party
    625,000       625,000  
Notes payable
    40,488       40,488  
Convertible notes payable - related party, net of discount of $0 and $0, respectively
    3,925,000       3,925,000  
Convertible notes payable, net of discount of $77,473 and $0, respectively
    724,527       572,400  
                 
Total Current Liabilities
    6,031,828       18,537,235  
                 
                 
Total Liabilities
    6,031,828       18,537,235  
                 
Stockholders' Equity (Deficit)
               
Convertible preferred stock, Series A; $0.001 par value; 100,000 shares authorized, 15,500 shares issued and outstanding
    16       16  
Convertible preferred stock, Series A-1; $0.001 par value; 3,000,000 shares authorized,1,035,000 and 616,000 shares issued and outstanding, respectively
    1035       616  
Convertible preferred stock, Series B; $0.001 par value; 200,000 shares authorized, 3,500 shares issued and outstanding
    3       3  
Convertible preferred stock, Series C; $0.001 par value; 1,000,000 shares authorized, 13,404 shares issued and outstanding
    13       13  
Convertible preferred stock, Series D; $0.001 par value; 375,000 shares authorized, 130,000 shares issued and outstanding
    130       130  
Convertible preferred stock, Series E; $0.001 par value; 1,000,000 shares authorized, 275,000 shares issued and outstanding
    275       275  
Convertible preferred stock, Series P; $0.001 par value; 600,000 shares authorized, 86,640 shares issued and outstanding
    87       87  
Convertible preferred stock, Series S; $0.001 par value; 50,000 shares authorized, -0- shares issued and outstanding
    -       -  
Common stock, authorized 250,000,000 shares,
               
par value $0.001; 99,554,270 and 95,280,257 shares issued
               
and outstanding, respectively
    99,559       95,287  
Subscription payable
    -       35,000  
Additional paid In capital
    56,700,563       46,314,765  
Accumulated other comprehensive income
    (1,770,000 )     -  
Accumulated Deficit
    (57,230,155 )     (58,165,447 )
                 
Total Stockholders' Equity (Deficit)
    (2,198,474 )     (11,719,255 )
                 
Total Liabilities and Stockholders' Equity (Deficit)
  $ 3,833,354     $ 6,817,980  
                 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
3

 
 
AFTERMASTER, INC.
 
Consolidated Statements of Operations
 
(Unaudited)
 
   
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 31,
   
December 31,
 
   
2015
   
2014
   
2015
   
2014
 
                         
REVENUES
                       
Session Revenues
 
$
-
   
$
2,310
   
$
-
   
$
3,730
 
AfterMaster Revenues
   
36,154
     
24,505
     
55,934
     
52,245
 
Licensing Revenues
   
-
     
-
     
1,800,000
     
200,000
 
Total Revenues
   
36,154
     
26,815
     
1,855,934
     
255,975
 
                                 
COSTS AND EXPENSES
                               
Cost of Revenues (Exclusive of Depreciation and Amortization)
   
108,949
     
84,444
     
202,083
     
167,621
 
Depreciation and Amortization Expense
   
17,983
     
9,537
     
35,001
     
43,893
 
General and Administrative Expenses
   
2,604,198
     
1,600,667
     
4,770,762
     
2,501,592
 
                                 
Total Costs and Expenses
   
2,731,130
     
1,694,648
     
5,007,846
     
2,713,106
 
                                 
Loss from Operations
   
(2,694,976
)
   
(1,667,833
)
   
(3,151,912
)
   
(2,457,131
)
                                 
Other Expense
                               
Interest Expense
   
(250,345
)
   
(1,561,649
)
   
(430,725
)
   
(2,089,997
)
Derivative Expense
   
-
     
(66,381
)
   
-
     
(126,126
)
Change in Fair Value of Derivative
   
-
     
(725,593
)
   
4,374,585
     
(753,138
)
Gain (Loss) on Extinguishment of Debt
   
47,897
     
-
     
143,344
     
(28,517
)
                                 
Total Other Income (Expense)
   
(202,448
)
   
(2,353,623
)
   
4,087,204
     
(2,997,778
)
                                 
Income (Loss) Before Income Taxes
   
(2,897,424
)
   
(4,021,456
)
   
935,292
     
(5,454,909
)
Income Tax Expense
   
-
     
-
     
-
     
-
 
NET INCOME (LOSS)
 
$
(2,897,424
)
 
$
(4,021,456
)
 
$
935,292
   
$
(5,454,909
)
                                 
Preferred Stock Accretion and Dividends
   
(16,789
)
   
(15,881
)
   
(19,427
)
   
(32,897
)
                                 
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
 
$
(2,914,213
)
 
$
(4,037,337
)
 
$
915,865
   
$
(5,487,806
)
                                 
Basic Income (Loss) Per Share of Common Stock
 
$
(0.03
)
 
$
(0.05
)
 
$
0.01
   
$
(0.07
)
                                 
Weighted Average Number of Shares Outstanding
   
98,587,644
     
82,078,713
     
97,041,083
     
78,474,438
 
                                 
Diluted Income Per Share of Common Stock
 
$
(0.03
)
 
$
(0.05
 
$
0.01
   
$
(0.07
                                 
Diluted Weighted Average Number of Shares Outstanding
   
98,587,644
     
82,078,713
     
113,212,421
     
78,474,438
 
                                 
Other Comprehensive Income, net of tax
                               
                                 
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
   
2,914,213
     
(4,037,337
)
   
915,865
     
(5,487,806
)
Unrealized loss on AFS Securities
   
(1,170,000
)
   
-
     
(1,770,000
)
   
-
 
COMPREHENSIVE INCOME (LOSS)
 
$
(4,084,213)
   
$
(4,037,337
)
 
$
(854,135
)
 
$
(5,487,806
)
                                 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
4

 
 
AFTERMASTER, INC.
 
Consolidated Statements of Cash Flows
 
(Unaudited)
 
             
   
For the Six Months Ended
 
   
December 31,
 
   
2015
   
2014
 
             
OPERATING ACTIVITIES
           
             
Net Income (Loss)
 
$
935,292
   
$
(5,454,909
)
Adjustments to reconcile net income ( loss) to cash from operating activities:
               
Depreciation and amortization
   
35,001
     
42,608
 
Share-based compensation - Common Stock
   
158,537
     
516,485
 
Share-based compensation - warrants
   
452,960
     
1,275,119
 
Common stock issued for services and rent
   
208,959
     
129,259
 
Common stock issued as incentive with Convertible debt
   
-
     
10,261
 
Common stock issued for preferred dividends
   
11,981
     
12,923
 
Common stock issued to extend the maturity dates on debt
   
-
     
15,750
 
Closing fees
   
15,000
     
-
 
Amortization of debt discount and issuance costs
   
22,527
     
624,798
 
(Gain)/Loss on extinguishment of debt
   
(143,344
)
   
28,517
 
Derivative expense
   
-
     
59,745
 
Gain (loss) on derivative
   
(4,374,585
)
   
753,138
 
Licensing Revenue paid for with AFS Securities
   
(1,800,000
)
   
-
 
Changes in Operating Assets and Liabilities:
               
Other receivables
   
(3,515
)
   
(38,379
Other assets
   
1,675,938
     
(25,739
)
Accounts payable and accrued expenses and deferred revenue
   
616,436
     
1,001,680
 
                 
Net Cash Used in Operating Activities
   
(2,188,813
)
   
(982,363
)
                 
INVESTING ACTIVITIES
               
                 
Purchase of property and equipment
   
(24,825
)
   
(93,401
)
                 
Net Cash Used in Investing Activities
   
(24,825
)
   
(93,401
)
                 
FINANCING ACTIVITIES
               
                 
Offering costs for Common shares sold
   
(104,910
)
   
-
 
Common Stock issued for cash
   
-
     
1,058,975
 
A-1 Preferred Stock issued for cash
   
439,000
     
50,000
 
Proceeds from convertible notes payable
   
585,000
     
527,000
 
Repayments of convertible notes payable
   
(17,500
)
   
(9,000
)
Repayments of notes payable
   
-
     
(35,000
Lease Payable
   
(19,978
)
   
(13,675
)
                 
Net Cash Provided by Financing Activities
   
881,612
     
1,578,300
 
                 
NET INCREASE (DECREASE) IN CASH
   
(1,332,027
)
   
502,536
 
CASH AT BEGINNING OF PERIOD
   
2,185,702
     
77,876
 
                 
CASH AT END OF PERIOD
 
$
853,675
   
$
580,412
 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
                 
CASH PAID FOR:
               
Interest
 
$
-
   
$
918
 
                 
NON CASH FINANCING ACTIVITIES:
               
Conversion of notes and Interest into common stock
 
$
783,606
     
1,922,230
 
Conversion of warrants for common stock
 
$
-
   
$
10,000
 
Conversion of preferred stock for common stock
 
$
50
   
$
100
 
Common Stock and warrants issued for interest
 
$
-
   
$
527,000
 
Derivative Liability
 
$
8,443,357
   
$
1,199,245
 
Original Issue Discount
 
$
100,000
   
$
-
 
Initial Derivative Liability
 
$
-
   
$
1,277,479
 
Conversion of Derivative Liability
 
$
-
   
$
(78,230
Finder’s Fee
 
$
35,000
   
$
-
 
MTM on AFS Securities
 
$
1,770,000
   
$
-
 
                 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
5

 
 
AFTERMASTER, INC.
Notes to Consolidated Financial Statements
June 30, 2015 and December 31, 2015

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2015, and for all periods presented herein, have been made.
 
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2015 audited financial statements.  The results of operations for the periods ended December 31, 2015 and 2014 are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $57,230,155, negative working capital of $2,447,519, and currently has revenues which are insufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

The future of the Company as an operating business will depend on its ability to (1) obtain sufficient capital contributions and/or financing as may be required to sustain its operations and (2) to achieve adequate revenues from its MyStudio and AfterMaster businesses. Management's plan to address these issues includes, (a) continued exercise of tight cost controls to conserve cash, (b) obtaining additional financing, (c) placing in service additional studios (d) more widely commercializing the AfterMaster and ProMaster products, and (e) identifying and executing on additional revenue generating opportunities.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates are made in relation to the allowance for doubtful accounts and the fair value of certain financial instruments.  

Principles of Consolidation
The consolidated financial statements include the accounts of AfterMaster, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.

Investments
Investment securities consist of readily marketable equity securities. Unrealized gains or losses on securities classified as available-for-sale are generally recorded in shareholders’ equity. If an available-for-sale security is other than temporarily impaired, the loss is charged to either earnings or shareholders’ equity depending on our intent and ability to retain the security until we recover the full cost basis and the extent of the loss attributable to the creditworthiness of the issuer. Investments in certain companies over which we exert significant influence, but do not control the financial and operating decisions, are accounted for as equity method investments.

Notes and Other Receivables
Notes and other receivables are stated at amounts management expects to collect. An allowance for doubtful accounts is provided for uncollectible receivables based upon management's evaluation of outstanding accounts receivable at each reporting period considering historical experience and customer credit quality and delinquency status. Delinquency status is determined by contractual terms. Bad debts are written off against the allowance when identified.
 
Fair Value Instruments
Cash is the Company’s only financial asset or liability required to be recognized at fair value and is measured using quoted prices for active markets for identical assets (Level 1 fair value hierarchy).  The carrying amounts reported in the balance sheets for notes receivable and accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.

 
6

 

The fair value of the Company’s notes payable at December 31, 2015 is approximately $5,315,015.  Market prices are not available for the Company’s loans due to related parties or its other notes payable, nor are market prices of similar loans available.  The Company determined that the fair value of the notes payable based on its amortized cost basis due to the short term nature and current borrowing terms available to the Company for these instruments.

Derivative Liabilities
The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares.

Using this sequencing policy, all instruments convertible into common stock, including warrants and the conversion feature of notes payable, issued subsequent to August 14, 2014 are derivative liabilities.

The Company values these convertible notes payable using the multinomial lattice method that values the derivative liability within the notes based on a probability weighted discounted cash flow model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.

Income Taxes
There is no income tax provision for the six months ended December 31, 2015 and 2014 due to net operating losses for which there is no benefit currently available.
 
At December 31, 2015, the Company had deferred tax assets associated with state and federal net operating losses. The Company has recorded a corresponding full valuation allowance as it is more likely than not that some portion of all of the deferred tax assets will not be realized.

Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

NOTE 4 – SECURITIES AVAILABLE-FOR-SALE

On November 10, 2014, the Company received 600,000 shares of b Booth stock as part of an Asset License agreement with b Booth. The following table presents the amortized cost, gross unrealized gains, gross unrealized losses, and fair market value of available-for-sale equity securities, nearly all of which are attributable to the Company's investment in b Booth stock, as follows:
 
   
December 31, 2015
 
   
Amortized
cost
   
Gross unrealized
gains
   
Gross unrealized
losses
   
Fair
value
 
                                 
Equity securities
  $ 1,800,000     $ -     $ (1,770,000 )   $ 30,000  
 
   
June 30, 2015
 
   
Amortized
cost
   
Gross unrealized
gains
   
Gross unrealized
losses
   
Fair
value
 
                         
Equity securities
  $ -     $ -     $ -     $ -  
 
NOTE 5 – NOTES PAYABLE

Convertible Notes Payable
In accounting for its convertible notes payable, proceeds from the sale of a convertible debt instrument with Common Stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portions of the proceeds allocated to the warrants are accounted for as paid-in capital with an offset to debt discount. The remainder of the proceeds are allocated to the debt instrument portion of the transaction as prescribed by ASC 470-25-20.  The Company then calculates the effective conversion price of the note based on the relative fair value allocated to the debt instrument to determine the fair value of any beneficial conversion feature (“BCF”) associated with the convertible note in accordance with ASC 470-20-30.  The BCF is recorded to additional paid-in capital with an offset to debt discount.  Both the debt discount related to the issuance of warrants and related to a BCF is amortized over the life of the note.
 
 
 
7

 
 
Convertible Notes Payable – Related Parties
Convertible notes payable due to related parties consisted of the following as of December 31, 2015 and June 30, 2015, respectively:
 
 
December 31,
 
June 30,
 
 
2015
 
2015
 
         
Various term notes with total face value of $3,925,000 issued from February 2010 to April 2013, interest rates range from 10% to 15%, net of unamortized discount of $0 as of December 31, 2015 and June 30, 2015.
  $ 3,925,000     $ 3,925,000  
Total convertible notes payable – related parties
    3,925,000       3,925,000  
Less current portion
    3,925,000       3,925,000  
Convertible notes payable – related parties, long-term
  $ -     $ -  
 
The notes were amended on June 30, 2014 to extend the maturity date to September 30, 2014, amended again on September 30, 2014 to December 31, 2014, amended again on December 31, 2014 to June 30, 2015, amended again on June 30, 2015 to August 31, 2015, amended again on September 30, 2015 to October 15, 2015, amended again on November 10, 2015 to November 30, 2015, and again on February 15, 2016 to March 16, 2016. The Company evaluated amendment under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the extension did not result in significant and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not extinguishment of the debt.

Convertible Notes Payable - Non-Related Parties
Convertible notes payable due to non-related parties consisted of the following as of December 31, 2015 and June 30, 2015, respectively:
 
   
December 31,
   
June 30,
 
   
2015
   
2015
 
$15,000 face value, issued in October 2011, interest rate of 10%, matures in June 2012, net of unamortized discount of $0 and $0 as of December 31, 2015 and June 30, 2015, respectively.
  $ 15,000     $ 15,000  
$50,000 face value, issued in August 2012, interest rate of 10%, matures in February 2013, net of unamortized discount of $0 and $0 as of December 31, 2015 and June 30, 2015, respectively.
    50,000       50,000  
$10,000 face value, issued in September 2012, interest rate of 10%, matures in March 2013, net of unamortized discount of $0 and $0 as of December 31, 2015 and June 30, 2015, respectively.
    10,000       10,000  
$50,000 face value of which $17,500 was paid, $9,600 was converted, and $22,900 was forgiven.
    -       40,400  
$30,000 face value of which $30,000 was forgiven.
    -       30,000  
$20,000 face value of which $20,000 was forgiven.
    -       20,000  
$30,000 face value of which $30,000 was converted.
    -       30,000  
$15,000 face value of which $15,000 was converted.
    -       15,000  
$20,000 face value, issued in June 2014, interest rate of 6%, matures December 2014, net unamortized discount of $0 and $0 as of December 31, 2015 and June 30, 2015, respectively.
    20,000       20,000  
$20,000 face value of which $20,000 was converted.
    -       20,000  
$25,000 face value of which $25,000 was converted.
    -       25,000  

 
8

 
 
$10,000 face value of which $10,000 was converted.
    -       10,000  
$7,000 face value, issued in July 2014, interest rate of 6%, matures October 2014, net unamortized discount of $0 and $0 as of December 31, 2015 and June 30, 2015, respectively.
    7,000       7,000  
$5,000 face value of which $5,000 was converted.
    -       5,000  
$100,000 face value of which $100,000 was converted.
    -       100,000  
$100,000 face value of which $100,000 was converted.
    -       100,000  
$40,000 face value of which $40,000 was converted.
    -       40,000  
$35,000 face value of which $35,000 was converted.
    -       35,000  
$100,000 face value, issued in October 2015, interest rate of 6%, matures February 2016.
    100,000       -  
$600,000 face value, issued in November 2015, interest rate of 0%, an OID of $100,000, matures May 2016, net unamortized discount of $77,473 of December 31, 2015.
    522,527       -  
Total convertible notes payable – non-related parties
    724,527       572,400  
Less current portion
    724,527       572,400  
Convertible notes payable – non-related parties, long-term
  $ -     $ -  

On November 28, 2012, the Company issued a convertible note to a related party for $50,000 that matures in November 28, 2013, of which $9,600 was converted in the previous period. The note bears an interest rate of 10% per annum and is convertible, along with all accrued interest, after 180 days into shares of the Company’s Common Stock at $0.50 per share. On August 3, 2015, the company settled the debt for $17,500 and recorded a gain on settlement of debt of $22,900 for the remaining principal and $9,670 for the accrued interest.

On February 13, 2013, the Company issued a convertible note to a related party for $30,000 that matures in November 28, 2013. The note bears an interest rate of 10% per annum and is convertible, along with all accrued interest, after 180 days into shares of the Company’s Common Stock at $0.50 per share. On August 3, 2015, the company settled the debt and recorded a gain on settlement of debt of $30,000 for the remaining principal and $12,707 for the accrued interest.

On April 24, 2013, the Company issued a convertible note to a related party for $20,000 that matures in October 24, 2013. The note bears an interest rate of 10% per annum and is convertible after 180 days into shares of the Company’s Common Stock at $0.10 per share. On August 3, 2015, the company settled the debt and recorded a gain on settlement of debt of $20,000 for the remaining principal and $170 for the accrued interest.

On March 6, 2014, the Company issued a convertible note to an unrelated individual for $30,000 that matures on September 6, 2014. The note bears no interest rate and is convertible into shares of the Company’s Common stock at $0.10 per share. On September 30, 2015, the note holder elected to convert the entire note of $30,000.
 
On June 19, 2014, the Company issued a convertible note to an unrelated individual for $15,000 that matures on December 18, 2014. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.10 per share. On September 30, 2015, the note holder elected to convert the entire note of $15,000 and $1,154 in accrued interest.

On June 19, 2014, the Company issued a convertible note to an unrelated individual for $20,000 that matures on December 19, 2014. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.10 per share. On September 30, 2015, the note holder elected to convert the entire note of $20,000 and $1,538 in accrued interest.

On July 10, 2014, the Company issued a convertible note to an unrelated individual for $10,000 that matures on October 10, 2014. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.10 per share. On July 29, 2015, the note holder elected to convert the entire note of $10,000 and $633 in accrued interest.

On July 18, 2014, the Company issued a convertible note to an unrelated individual for $5,000 that matures on October 18, 2014. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.10 per share. On July 30, 2015, the note holder elected to convert the entire note of $5,000 and $312 in accrued interest.
 
On October 6, 2014, the Company issued a convertible note to an unrelated individual for $40,000 that matured on January 6, 2015. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.20 per share. The company valued a BCF related to the note valued at $40,000. On September 30, 2015, the note holder elected to convert the entire note of $40,000 and $2,361 in accrued interest.
 
 
 
9

 
 
On September 11, 2014, the Company issued a convertible note to an unrelated individual for $100,000 that matured on December 11, 2014. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.20 per share. On October 7, 2015, the note holder elected to convert the entire note of $100,000 and $6,427 in accrued interest.

On June 30, 2014, the Company issued a convertible note to an unrelated individual for $25,000 that matured on September 30, 2014. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.10 per share. On October 8, 2015, the note holder elected to convert the entire note of $25,000 and $3,185 in accrued interest.

On November 24, 2014, the Company issued a convertible note to an unrelated individual for $35,000 that matured on May 24, 2015. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.35 per share. On October 8, 2015, the note holder elected to convert the entire note of $35,000 and $1,829 in accrued interest.

On October 27, 2015, the Company issued a convertible note to an unrelated individual for $100,000 that matures on February 27, 2016. The note bears 6% per annum and in convertible into shares of the Company’s Common stock at $0.50 per share. Additionally, the Company granted 50,000 warrants in conjunction with this note (see Note 8 – Stock Purchase Options and Warrants).

On September 19, 2014, the Company issued a convertible note to an unrelated individual for $100,000 that matured on December 19, 2014. The note bears interest rate of 6% per annum and is convertible into shares of the Company’s Common stock at $0.20 per share. On November 16, 2015, the note holder elected to convert the entire note of $100,000 and $6,953 in accrued interest.

On November 20, 2015, the Company issued a convertible note to an unrelated company for $600,000 that matures on May 20, 2016. The note bears 0% interest and had an original issue discount (OID) of $100,000. This note is not convertible unless there is a default event, so no BCF was valued. As of December 31, 2015 the balance of unamortized OID was $77,473.

Notes Payable – Related Parties
Notes payable due to related parties consisted of the following as of December 31, 2015 and June 30, 2015, respectively:
 
   
December 31,
   
June 30,
 
   
2015
   
2015
 
             
Various term notes with total face value of $610,000 issued from April 11 to January 2014, interest rates range from 0% to 15%, net of unamortized discount of $0 as of June 30, 2015 and June 30, 2014, respectively, of which $35,000 has been paid.
  $ 575,000     $ 575,000  
Face value of $50,000, issued in December 2014, matures in January 2015, note bears interest at 0%.
    50,000       50,000  
Total notes payable – related parties
    625,000       625,000  
Less current portion
    625,000       625,000  
Notes payable - related parties, long term
  $ -     $ -  

Notes Payable – Non-Related Parties
Notes payable due to non-related parties consisted of the following as of December 31, 2015 and June 30, 2015, respectively:

   
December 31,
   
June 30,
 
   
2015
   
2015
 
Various term notes with total face value of $40,488 due upon demand, interest rates range from 0% to 14%.
  $ 40,488     $ 40,488  
Total note payable – non-related parties
    40,488       40,488  
Less current portion
    40,488       40,488  
Notes payable – non-related parties, long-term
  $ -     $ -  
 
 
 

 
 
10

 
 
NOTE 6 – CONVERTIBLE PREFERRED STOCK

The Company has authorized 10,000,000 shares of $0.001 par value per share Preferred Stock, of which the following were issued outstanding:
 
   
Shares
   
Shares
   
Liquidation
 
   
Allocated
   
Outstanding
   
Preference
 
Series A Convertible Preferred
    100,000       15,500       -  
Series A-1 Convertible Preferred
    3,000,000       1,035,000       1,149,675  
Series B Convertible Preferred
    200,000       3,500       79,099  
Series C Convertible Preferred
    1,000,000       13,404       -  
Series D Convertible Preferred
    375,000       130,000       130,000  
Series E Convertible Preferred
    1,000,000       275,000       275,000  
Series P Convertible Preferred
    600,000       86,640       -  
Series S Convertible Preferred
    50,000       -       -  
Total Preferred Stock
    6,325,000       1,559,044     $ 1,633,774  

The Company's Series A Convertible Preferred Stock ("Series A Preferred") is convertible into Common Stock at the rate of 0.025 share of Common stock for each share of the Series A Preferred. Dividends of $0.50 per share annually from date of issue, are payable from retained earnings, but have not been declared or paid.
 
The Company’s Series A-1 Senior Convertible Redeemable Preferred Stock (“Series A-1 Preferred”) is convertible at the rate of 2 shares of Common Stock per share of Series A-1 Preferred. The dividend rate of the Series A-1 Senior Convertible Redeemable Preferred Stock is 6% per share per annum in cash, or commencing on June 30, 2009 in shares of the Company’s Common Stock (at the option of the Company).

Due to the fact that the Series A-1 Preferred has certain features of debt and is redeemable, the Company analyzed the Series A-1 Preferred in accordance with ASC 480 and ASC 815 to determine if classification within permanent equity was appropriate.  Based on the fact that the redeemable nature of the stock and all cash payments are at the option of the Company, it is assumed that payments will be made in shares of the Company’s Common Stock and therefore, the instruments are afforded permanent equity treatment.

The Company's Series B Convertible 8% Preferred Stock ("Series B Preferred") is convertible at the rate of 0.067 share of Common Stock for each share of Series B Preferred. Dividends from date of issue are payable on June 30 from retained earnings at the rate of 8% per annum but have not been declared or paid.

The Company's Series C Convertible Preferred Stock ("Series C Preferred") is convertible at a rate of 0.007 share of Common Stock per share of Series C Preferred.  Holders are entitled to dividends only to the extent of the holders of the Company’s Common Stock receive dividends.

The Company's Series D Convertible Preferred Stock ("Series D Preferred") is convertible at a rate of 0.034 share of Common Stock per share of Series D Preferred.  Holders are entitled to a proportionate share of any dividends paid as though they were holders of the number of shares of Common Stock of the Company into which their shares of are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.
 
The Company's Series E Convertible Preferred Stock ("Series E Preferred") is convertible at a rate of 0.034 share of Common Stock per share of Series E Preferred. Holders are entitled to a proportionate share of any dividends paid as though they were holders of the number of shares of Common Stock of the Company into which their shares of are convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

The Company's Series P Convertible Preferred Stock ("Series P Preferred") is convertible at a rate of 0.007 share of Common Stock for each share of Series P Preferred. Holders are entitled to dividends only to the extent of the holders of the Company’s Common Stock receive dividends.

In the event of a liquidation, dissolution or winding up of the affairs of the Company, holders of Series A Preferred Stock, Series P Convertible Preferred Stock, Series C Convertible Preferred Stock have no liquidation preference over holders of the Company’s Common Stock.  Holders of Second Series B Preferred Stock have a liquidation preference over holders of the Company’s Common Stock and the Company’s Series A Preferred Stock.  Holders of Series D Preferred Stock are entitled to receive, before any distribution is made with respect to the Company’s Common Stock, a preferential payment at a rate per each whole share of Series D Preferred Stock equal to $1.00.  Holders of Series E Preferred Stock are entitled to receive, after the preferential payment in full to holders of outstanding shares of Series D Preferred Stock but before any distribution is made with respect to the Company’s Common Stock, a preferential payment at a rate per each whole share of Series E Preferred Stock equal to $1.00.  Holders of Series A-1 Preferred Stock are superior in rank to the Company’s Common Stock and to all other series of Preferred Stock heretofore designated with respect to dividends and liquidation.

The activity surrounding the issuances of the Preferred Stock is as follows: 

During the six months ended December 31, 2015 and the fiscal years ended June 30, 2015 the Company issued 469,000 and -0- shares of Series A-1 Preferred Stock for $469,000 and $-0- in cash, respectively. The Company had one conversion of 50,000 shares of Series A-1 Preferred Stock for 100,000 shares of Common Stock, and issued 27,863 shares of Common Stock of payment of $12,932 in accrued dividends.

 
11

 

During the six months ended December 31, 2015 and 2014, the outstanding Preferred Stock accumulated $40,147 and $34,032 in dividends on outstanding Preferred Stock. The cumulative dividends in arrears as of December 31, 2015 were approximately $662,518.

NOTE 7 – COMMON STOCK
 
The Company has authorized 250,000,000 shares of $0.001 par value per share Common Stock, of which 99,554,270 and 95,280,257 were issued outstanding as of December 31, 2015 and June 30, 2015, respectively. The Company amended its articles of incorporation on August 28, 2015 to increase the number of authorized shares to 250,000,000. The activity surrounding the issuances of the Common Stock is as follows:

For the Six Months Ended December 31, 2015

The Company issued 2,489,398 shares of Common Stock for the conversion of notes and accrued interest valued at $403,113.

The Company also issued 100,000 shares of Common Stock for the conversion of 50,000 shares of Series A-1 Preferred Stock and issued 27,863 shares of Common Stock of payment of $12,932 in accrued dividends.

The Company issued 463,229 shares of Common Stock as payment for services and rent valued at $208,959.

As share-based compensation to employees and non-employees, the Company issued 350,628 shares of common stock valued at $158,537, based on the market price of the stock on the date of issuance. As interest expense on outstanding notes payable, the Company issued 842,895 shares of common stock valued at $380,493 based on the market price on the date of issuance.

For the Six Months Ended December 31, 2014

The Company issued 5,316,001 common shares for net cash proceeds of $1,058,975. The Company paid as offering costs $20,125 in cash offering costs. Offering costs have been recorded as reductions to additional paid-in capital from common stock proceeds and an increase in professional fees. Attached to the Common Shares, the Company issued 6,506,133 warrants to purchase shares of the Company’s Common Stock. The Company recognized $1,239,540 for the amortization of warrants issued in prior periods.

The Company also issued 43,500 shares of Common Stock as incentive to notes valued at $10,261 to extend terms on two convertible notes payable and recorded $527,000 in beneficial conversion features related to new issuances of debt.

The Company also issued 4,775,741 shares of Common Stock for the conversion of notes and accrued interest valued at $556,794.

The Company also issued 110,000 shares of Common Stock for the conversion of 55,000 shares of Series A-1 Preferred Stock and issued 41,987 shares of Common Stock of payment of $37,130 in accrued dividends.

The Company also issued 50,000 shares of Common Stock for the conversion warrants.

The Company issued 327,971 shares of Common Stock as payment for services and rent valued at $129,259.

As share-based compensation to employees and non-employees, the Company issued 2,440,138 shares of common stock valued at $516,485, based on the market price of the stock on the date of issuance. As interest expense on outstanding notes payable, the Company issued 886,344 shares of common stock valued at $444,217 based on the market price on the date of issuance. The Company also issued 1,234,040 shares of common stock for settlement of accrued interest on the convertible notes valued at $925,530 based on the market price on the date of issuance.

NOTE 8 – STOCK PURCHASE OPTIONS AND WARRANTS

The Board of Directors on June 10, 2009 approved the 2009 Long-Term Stock Incentive Plan.  The purpose of the 2009 Long-term Stock Incentive Plan is to advance the interests of the Company by encouraging and enabling acquisition of a financial interest in the Company by employees and other key individuals.  The 2009 Long-Term Stock Incentive Plan is intended to aid the Company in attracting and retaining key employees, to stimulate the efforts of such individuals and to strengthen their desire to remain with the Company.  A maximum of 1,500,000 shares of the Company's Common Stock is reserved for issuance under stock options to be issued under the 2009 Long-Term Stock Incentive Plan.  The Plan permits the grant of incentive stock options, nonstatutory stock options and restricted stock awards.  The 2009 Long-Term Stock Incentive Plan is administered by the Board of Directors or, at its direction, a Compensation Committee comprised of officers of the Company.
 
 
 
12

 
 
Stock Purchase Options

During the six months ended December 31, 2015 and fiscal year ended June 30, 2015, the Company did not issue any stock purchase options.  

The following table summarizes the changes in options outstanding of the Company during the six months ended December 31, 2015.

Date Issued
 
Number of Options
   
Weighted Average Exercise Price
   
Weighted Average Grant Date Fair Value
   
Expiration Date (yrs)
   
Value if Exercised
 
Balance June 30, 2015
    80,000     $ 0.66     $ 0.59       1.20     $ 52,900  
Granted
    -       -       -       -       -  
Exercised
    -       -       -       -       -  
Cancelled/Expired
    (25,000 )     0.85       -       -       (21,250 )
Outstanding as of December 31, 2015
    55,000     $ 0.58     $ 0.55       1.21     $ 31,650  
 
The following table summarizes the changes in options outstanding of the Company during the fiscal year ended June 30, 2015.
 
Date Issued
 
Number of Options
   
Weighted Average Exercise Price
   
Weighted Average Grant Date Fair Value
   
Expiration Date (yrs)
   
Value if Exercised
 
Balance June 30, 2014
    381,429     $ 0.55     $ 0.12       0.62     $ 209,643  
Granted
    -       -       -       -       -  
Exercised
    -       -       -       -       -  
Cancelled/Expired
    (301,429 )     0.52       -       -       (156,743 )
Outstanding as of June 30, 2015
    80,000     $ 0.66     $ 0.59       1.20     $ 52,900  
 
Stock Purchase Warrants

During the six months ended December 31, 2015, the Company issued warrants to purchase a total of 2,088,000. The Company issued 100,000 warrants in conjunction to an employment agreement entered into in July 2015 and 1,000,000 warrants in conjunction with a consulting agreement entered into December 2015. The Company issued 50,000 warrants in conjunction with a promissory note executed in October 2015. The company also issued 938,000 warrants as part of a private placement. The warrants were valued using the Black-Scholes pricing model under the assumptions noted below. The Company apportioned value to the warrants based on the relative fair market value of the Common Stock and warrants.
 
During the fiscal year ended June 30, 2015, the Company issued warrants to purchase a total of 26,434,199. The Company issued 50,000 warrants in conjunction to extended two convertible note payables and issued 5,876,133 warrants in conjunction to a consulting agreement entered into in July 2014 and 150,000 warrants issued in conjunction with a financial advisory agreement entered into on January 2015. The Company also issued 1,000,000 warrants related to the B Booth agreements which were expensed during the current year.  The company also issued 8,657,701 warrants as part of a private placement to extend the terms during the period, which were converted for cash proceed of $75,000 in exchange for 750,000 shares of common stock. The warrants were valued using the Black-Scholes pricing model under the assumptions noted below. The Company apportioned value to the warrants based on the relative fair market value of the Common Stock and warrants.

The following table presents the assumptions used to estimate the fair values of the stock warrants and options granted:

   
December, 31 2015
 
June 30, 2015
Expected volatility
 
104-114%
 
71-142%
Expected dividends
 
0%
 
0%
Expected term
 
3-5 Years
 
0.25-10 Years
Risk-free interest rate
 
0.65-1.70%
 
0.00-2.35%
 
 
 
13

 
 
The following table summarizes the changes in warrants outstanding issued to employees and non-employees of the Company during the three months ended December 31, 2015.
 
   
Number of Warrants
   
Weighted Average Exercise Price
   
Weighted Average Grant Date Fair Value
   
Expiration Date (yrs)
   
Value if Exercised
 
Outstanding as of June 30, 2015
   
31,951,788
    $ 0.43     $ 0.50       4.98     $ 13,585,289  
Granted
    2,088,000       0.61       0.36       4.03       1,273,850  
Exercised
    -       -       -       -       -  
Cancelled/Expired
    (370,000 )     -       -       -       (177,300 )
Outstanding as of December 31, 2015
   
33,669,788
    $ 0.44     $ 0.48       4.50     $ 14,681,839  

The following table summarizes the changes in warrants outstanding issued to employees and non-employees of the Company during the fiscal year ended June 30, 2015.
 
   
Number of Warrants
   
Weighted Average Exercise Price
   
Weighted Average Grant Date Fair Value
   
Expiration Date (yrs)
   
Value if Exercised
 
Outstanding as of June 30, 2014
    8,332,579     $ 0.76     $ 0.70       2.96     $ 6,370,432  
Granted
    26,434,199       0.24       0.25       5.56       9,821,607  
Exercised
    (750,000 )     -       -       -       (160,000 )
Cancelled/Expired
    (2,065,000 )     -       -       -       (2,446,750 )
Outstanding as of June 30, 2015
    31,951,778     $ 0.43     $ 0.50       4.98     $ 13,585,289  

NOTE 9 – FINANCIAL INSTRUMENTS
 
The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a multinomial lattice model as of December 31, 2015 and June 30, 2015. On August 28, 2015, the Company increased the number of authorized common shares from 100,000,000 to 250,000,000, which removed the derivative using the sequencing policy. The fair values of the derivative instruments are measured each quarter, which resulted in a gain (loss) of $4,374,585 and $(753,138), and derivative expense of $-0- and $126,126 during the six months ended December 31, 2015 and 2014, respectively. As of December 31, 2015 and June 30, 2015, the fair market value of the derivatives aggregated $-0- and $12,814,941, respectively, using the following assumptions: estimated 10-0.10 year term, estimated volatility of 142.75 -70.62%, and a discount rate of 2.35-0.00%.
 
NOTE 10 – FAIR VALUE MEASUREMENTS
 
For asset and liabilities measured at fair value, the Company uses the following hierarchy of inputs:
 
Level one — Quoted market prices in active markets for identical assets or liabilities;
   
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and
   
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
 
 
 
14

 
 
Liabilities measured at fair value on a recurring basis at December 31, 2015, are summarized as follows:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Fair value of derivatives
  $ -     $ -     $ -     $ -  
Securities available-for-sale
  $ 30,000     $ -     $ -     $ 30,000  

Liabilities measured at fair value on a recurring basis at June 30, 2015, are summarized as follows:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Fair value of derivatives
  $ -     $ 12,814,941     $ -     $ 12,814,941  
Securities available-for-sale
  $ -     $ -     $ -     $ -  

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company may become involved in certain legal proceedings and claims which arise in the normal course of business. The Company is not a party to any litigation. To the best of the knowledge of our management, there are no material litigation matters pending or threatened against us.
 
Lease Agreements

We lease offices in Hollywood, California for corporate, research, engineering and mastering services. The lease expires on December 31, 2017.  The total lease expense for the facility is approximately $8,670 per month, and the total remaining obligations under these leases at December 31, 2015 were approximately $226,783.

Pursuant to a lease originally dated January, 2006, we currently occupy approximately 11,800 square feet of office and warehouse space located at 7650 E. Evans Rd., Suite C, Scottsdale, Arizona on a month-by month basis.  The total lease expense is approximately $9,609 per month, payable in cash and Common Stock of the Company.
  
Rent expense for the six months ended December 31, 2015 was $119,167, of which $86,584 was paid in cash and $32,583 was paid in Common Stock.  Rent expense for the six months ended December 31, 2014 was $134,933, of which $87,862 was paid in cash and $47,071 was paid in Common Stock.  
 
Below is a table summarizing the annual operating lease obligations over the next 5 years:
 
Year
 
Lease Payments
 
2015
  $ 59,476  
2016
    130,493  
Thereafter
    103,006  
Total
  $ 292,975  


Other

The Company has not declared dividends on Series A or B Convertible Preferred Stock or its Series A-1 Convertible Preferred Stock. The cumulative dividends in arrears through December 31, 2015 were approximately $662,518.

As of the date of this filing, the Company has not filed its tax return for the fiscal year ended 2014 and 2015.

NOTE 12 - SUBSEQUENT EVENTS

In accordance with ASC 855, Company’s management reviewed all material events through the date of this filing and determined that there were the following material subsequent events to report:

On January 18, 2016, the Company issued 25,000 warrants as payment for services. The warrants are have a term of two years, which vest immediately, exercisable at a price of $0.50 valued at $12,500.

On January 27, 2016, the Company entered into a lease agreement for warehouse space located at 8260 E Gelding Dr. Suite 102, Scottsdale, AZ 85260 consisting of approximately 2,098 square feet for a term of three (3) years. The total lease obligation for the three (3) years is approximately $66,191.90.
 
 
 
15

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
 
This Annual Report (the “Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended, and as contemplated under the Private Securities Litigation Reform Act of 1995.  These forward-looking statements may relate to such matters as  the Company’s (and its subsidiaries) business strategies, continued growth in the Company’s markets, projections, and anticipated trends in the Company’s business and the industry in which it operates anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.  All statements herein contained in this Report, other than statements of historical fact, are forward-looking statements.
 
When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” “budget,” “budgeted,” “believe,” “will,” “intends,” “seeks,” “goals,” “forecast,” and similar words and expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. These forward-looking statements are based largely on the Company’s expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company’s control.  We caution our readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in the forward looking statements, including those factors described under “Risk Factors” and elsewhere herein.  In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Report will in fact transpire or prove to be accurate.  These risks and uncertainties, many of which are beyond our control, include:
 
 
·
the sufficiency of existing capital resources and our ability to raise additional capital to fund cash requirements for future operations;

 
·
uncertainties involved in growth and growth rate of our operations, business, revenues, operating margins, costs, expenses and acceptance of any products or services;
 
 
·
uncertainties involved in growth and growth rate of our operations, business, revenues, operating margins, costs, expenses and acceptance of any products or services;
 
 
·
volatility of the stock market, particularly within the technology sector;
 
 
·
our dilution related to all equity grants to employees and non-employees;
 
 
·
that we will continue to make significant capital expenditure investments;
 
 
·
that we will continue to make investments and acquisitions;
 
 
·
the sufficiency of our existing cash and cash generated from operations;
 
 
·
the increase of sales and marketing and general and administrative expenses in the future;
 
 
·
the growth in advertising revenues from our websites and studios will be achievable and sustainable;
 
 
·
that seasonal fluctuations in Internet usage and traditional advertising seasonality are likely to affect our business; and
 
 
·
general economic conditions.
 
Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.  We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report.

All references in this report to “we,” “our,” “us,” the “Company” or “AfterMaster” refer to AfterMaster, Inc., and its subsidiary and predecessors.

 
16

 

General
 
Corporate Background
 
We are a Delaware public company traded on the Over-The-Counter Bulletin Board (ticker symbol: SOMD).  As of December 31, 2015, there were 99,554,270 shares of Common Stock issued and outstanding.  The Company's office and principal place of business, research, recording and mastering studios are located at 6671 Sunset Blvd., Suite 1520, Hollywood, CA 90028, and its telephone number is (310) 657-4886. The Company also has an office at 7650 E. Evans Road, Suite C, Scottsdale, Arizona 85260 USA, and its telephone number is (480) 556-9303.
 
Business
 
AfterMaster, Inc., formerly Studio One Media, Inc. (“the Company") is an audio technology company located in Hollywood, California and Scottsdale, Arizona. The Company's wholly-owned subsidiaries include AfterMaster HD Audio Labs, Inc. and MyStudio, Inc.
 
The Company and its subsidiaries are engaged in the development and commercialization of proprietary (patents issued and pending), leading-edge audio and video technologies for professional and consumer use, including AfterMaster™ HD Audio Inc., ProMaster HD™ and MyStudio® HD Recording Studios. 
 
Business Highlights
 
During the quarter ended December 31, 2015 the Company completed development of its first consumer electronic product, AfterMaster TV. AfterMaster TV is a novel consumer hardware product which fixes problems inherent in TV audio. About the size of an iPhone, AfterMaster TV connects between a media source device (cable, satellite box, etc.) and a Television via HDMI cables and raises and clarifies dialogue in TV programming while significantly enhancing the quality of the overall audio content. AfterMaster TV is a proprietary, first-to-market product which has no direct competition and solves longstanding issues with TV audio such as having to continually adjust volume during a TV show to hear dialogue.

In late November 2015, the Company introduced its new AfterMaster TV system via crowdfunding campaigns to test market its product and gain consumer feedback as well as generate pre-sales. The campaigns were highly successful and led the Company to record cash revenues (deferred) of over $300,000 during the quarter and over $425,000 to date. The pre-sales represent the sale of thousands of AfterMaster TV systems at an average price of $120 to buyers in over 30 countries. The very favorable metrics and feedback that the Company has received, strongly demonstrates that AfterMaster TV has a very large and eager market opportunity worldwide. The Company expects to commence large scale manufacturing in April in combination with an aggressive online and partner driven distribution strategy. Further product information can be found at www.AfterMasterTV.com.

AfterMaster HD Audio
 
AfterMaster technology was created and developed pursuant to a multi-year, multi-million dollar development effort to make all digital audio sound substantially better by developing proprietary digital signal processing technology and consumer products. The AfterMaster Audio Labs team is comprised of a unique group of award-winning industry leaders in music, technology and audio engineering including Rodney Jerkins, Larry Ryckman, Justin Timberlake, Paul Wolff and Shelly Yakus. www.AfterMasterHD.com/team.
 
AfterMaster Audio Technology is an internally-developed, proprietary (patents-pending) mastering, remastering and audio processing technology which makes any audio source sound significantly louder, fuller, deeper and clearer. AfterMaster is a groundbreaking technology which eliminates the weaknesses found in other audio enhancement and processing technologies while offering a much superior audio experience for consumer and industrial applications.
 
We believe that our AfterMaster audio technology is one of the most significant breakthroughs in digital audio processing technology and has the potential to create significant revenues for the Company. The broad commercialization of this technology is a top priority for the Company.

As the convergence of features on consumer electronics continues, it is becoming more difficult for leading consumer electronics companies to differentiate their products. We believe that AfterMaster provides a unique and significant competitive advantage for consumer electronics manufacturers by offering their customers a superior audio experience. AfterMaster technology can be incorporated into any audio capable device through the addition of an AfterMaster DSP chip or AfterMaster software. Such uses are intended to include phones (mobile, home, business and VoIP); headphones; televisions; stereo speakers; stereos (home, portable, commercial and automobile); and computers (desktop, laptop and tablets).    
 
AfterMaster audio is also the only commercial audio enhancement technology available that is used for professional music mastering because it enhances the entire frequency range without distortion or changing the underlying intent of the music. The technology has been used to master music created by such artists as Lady Gaga, Nick Cannon, Janet Jackson, and many others. Further information on AfterMaster Audio Labs and AfterMaster products can be found at www.AfterMasterHD.com.
 
 
17

 

Name Change
 
On August 28, 2015, at a special meeting of shareholders, shareholders approved the change name of the Company’s name from Studio One Media, Inc. to AfterMaster, Inc., to better reflect the business of the Company.
 
On September 10, 2015, the Company filed the name change with the Secretary of the State of Delaware and on October 14, 2015, changed its stock symbol to “AFTM”.
 
Change in Directors and Officers.
 
On December 1, 2015, David Reynolds and Robert Kite resigned as directors and officers of AfterMaster, Inc. (the “Company”) to pursue other business opportunities. The Company thanked Messrs. Mr. Reynolds and Kite for their service to the Company.
 
On December 4, 2015, Mark Depew, Arnold Weintraub and Mirella Chavez were appointed as Directors of the Company. Lawrence Ryckman, President, Chief Executive Officer (CEO), and a director of the Company was appointed interim Chairman. Mr. Depew was appointed Senior Vice President, Finance.
 
Mark Depew has had an extensive career as a licensed investment adviser in the financial services industries for over 30 years, and he has worked for Moloney Securities Co., Inc. since February of 2003. During Mr. Depew’s long career, he has aided several small cap companies. Since 2010, Mr. Depew has been one of the Company's largest supporters and continues to act as the representative of a large number of the Company's shareholders. As Senior Vice President, Finance, he will head-up all finance and shareholder relations matters on behalf of the Company. A compensation agreement for Mr. Depew has not yet been finalized.
 
Mr. Arnold Weintraub has been the Company's patent and Intellectual Property attorney since 2010. Mr. Weintraub has been invaluable in securing the Company's five issued patents, six trademarks and the filing of numerous patent applications.
 
Mr. Weintraub is a member of The Weintraub Group, P.L.C., where he has worked since August of 2003. He is an intellectual property specialist, including the preparation, prosecution and procurement of patents, trademarks, as well as copyright registrations. He also has an extensive litigation practice, practicing at both the trial and appellate levels involving intellectual property issues, including patents, trademarks, trade dress, trade secrets, copyrights and unfair competition matters. Prior to forming The Weintraub Group, P.L.C., Mr. Weintraub had been the head of the Intellectual Property group for the firm of Plunkett & Cooney, a large Midwest regional multiservice law firm, where he not only practiced in the area of Intellectual Property, but trained associates in this discipline as well.
 
Mr. Weintraub received his undergraduate degree in chemical engineering from Wayne State University in 1965. Mr. Weintraub is a 1968, cum laude, graduate of Wayne State University Law School. He has been registered to practice before the United States Patent and Trademark Office since 1970, as well as having been admitted to practice in various courts throughout the United States. Mr. Weintraub is a member of numerous professional organizations including the AIPLA and Tau Epsilon Rho Legal Society. A compensation agreement for Mr. Weintraub has not yet been finalized.
 
Mirella Chavez, 30, has been Chief Financial Officer (CFO) of the Company since April 16, 2013. Prior to her appointment as CFO, Ms. Chavez was the Company’s Chief Accountant since October 1, 2006. Ms. Chavez holds a Bachelor of Science in Accounting and a Business, Management and Marketing degree from DeVry University. Pursuant to Ms. Chavez’s employment contract with the Company, Ms. Chavez receives $80,000 per annum in cash and $80,000 in shares of the Company’s common stock at a discount of 25% to the market price calculated on a quarterly basis. Ms. Chavez will serve as CFO, Secretary and Treasurer until termination or resignation.
 
The Company expects the appointment of additional Officers and Directors in the near future.
 
ON Semiconductor/AfterMaster Audio Chip
 
The Company is party to a multi-year joint development and marketing agreement with ON Semiconductor ("ON") of Phoenix, Arizona, to commercialize its technology through audio semiconductor chips. ON is a multi-billion dollar, multi-national semiconductor designer and manufacturer.
 

 
18

 
 
The agreement calls for ON to implement and support our AfterMaster technology in a Digital Signal Processor (DSP) semiconductor chip that will be marketed to their current OEM customers, distributors and others. We selected ON for its technical capabilities, sales support and deep customer pool.
 
In conjunction with ON, we have completed the development of an AfterMaster software algorithm that is designed to be used in semiconductor chips or as a standalone software product. We believe the sound quality from our algorithm provides a superior audio experience relative to other products on the market.

In 2015, ON completed the development of an AfterMaster encoded semiconductor chip based on the ON Semiconductor BelaSigna 300 DSP chip. Now branded the BelaSigna 300 AM chip, it is one of the smallest, high power/low voltage DSP chips available. It is small enough to fit into a hearing aid but equally effective in any size device with audio capability.

Since entering into the agreement, both the Company and ON have identified a large number of prospective customers that will be key targets for this new and unprecedented technology. The algorithm and chips allow consumer product manufacturers an opportunity to offer a significantly improved and differential audio experience in their products without having to significantly change hardware and form factor designs. Through the combined relationships of the Company and ON, we hope to generate significant revenues for both parties through the sale of the ON/AfterMaster chips and software licensing. In the fall of 2015, ON officially launched a broad sales effort to market AfterMaster/ON audio chips. 
 
AfterMaster Consumer Hardware Products
 
The Company intends to complement its ON/AfterMaster DSP chips, ProMasterHD service and the licensing of its AfterMaster software with the design, manufacturing and marketing of unique consumer electronics hardware products branded as AfterMaster products. 
 
During the quarter ended December 31, 2015 the Company completed development of its first consumer electronic product, AfterMaster TV. AfterMaster TV is a novel consumer hardware product which fixes problems inherent in TV audio. About the size of an iPhone, AfterMaster TV connects between a media source device and Television via HDMI cables and raises and clarifies dialogue in TV programming while significantly enhancing the quality of the overall audio content. AfterMaster TV is a proprietary, first-to-market product which has a no direct competition and solves longstanding issues with TV audio such as having to continually adjust volume during a TV show to hear dialogue.
 
In late November 2015, the Company introduced its new AfterMaster TV system via crowdfunding campaigns to test market its product and gain consumer feedback as well as generate pre-sales. The campaigns were highly successful and led the Company to record cash revenues (deferred) of over $300,000 during the quarter and over $425,000 to date. The pre-sales represent the sale of thousands of AfterMaster TV systems at an average price of $120 to buyers in over 30 countries. The very favorable metrics and feedback that the Company has received, strongly demonstrates that AfterMaster TV has a very large and eager market opportunity worldwide. The Company expects to commence large scale manufacturing in March in combination with an aggressive online and partner driven distribution strategy. Further product information can be found at www.AfterMasterTV.com.

ProMasterHD

ProMaster HD is an online music mastering, streaming, and storage service designed for independent artists which utilizes proprietary audio technologies developed by AfterMaster.  ProMaster HD will master a user’s uploaded music and allow them to compare up to 90 seconds of their original to the newly mastered songs so they can make a decision to purchase.

Tens of millions of songs are produced, distributed, played on the Internet each month around the world by independent artists.  However, many of these artists lack the financial and technical means to master, or “finish” their composition, as a professional mastering session can cost over $500 per song. Now, with the ProMaster online platform, musicians can transmit their music directly to the ProMaster HD website, where it can be mastered with AfterMaster Technology for $34.99 per song.
 
ProMaster creates a compelling offering for those seeking to significantly enhance the quality of their music for personal use, or with intent to showcase their music in hopes of advancing their career aspirations. Based on the enormous addressable market for this product, we believe that ProMaster has the potential to generate significant revenues for the Company.
 
ProMasterHD.com went live in a soft beta launch in the fourth quarter of 2015 to test functionality and generate feedback from users. The company plans a high-profile worldwide marketing launch for ProMaster in the first quarter of 2016.

Intellectual Property and Licensing
 
The Company has been awarded five patents and six trademarks with numerous others pending. The Company has an aggressive intellectual property strategy to protect the AfterMaster and the related technologies it has developed. We also enter into confidentiality and invention assignment agreements with our employees and consultants and confidentiality agreements with third parties, and we rigorously control access to proprietary technology.

 
 
19

 
 
Employees
 
As of December 31, 2015 we employed ten full-time and one part-time employees. We expect to seek additional employees in the next year to handle anticipated potential growth.
 
We believe that our relationship with our employees is good.  None of our employees are members of any union nor have they entered into any collective bargaining agreements.
  
Facilities
 
We lease offices in Hollywood, California for corporate, research, engineering and mastering services. The lease expires on December 31, 2017.  The total lease expense for the facility is approximately $8,670 per month, and the total remaining obligations under these leases at December 31, 2015 were approximately $226,783.

Pursuant to a lease originally dated January, 2006, we currently occupy approximately 11,800 square feet of office and warehouse space located at 7650 E. Evans Rd., Suite C, Scottsdale, Arizona on a month-by month basis.  The total lease expense is approximately $9,609 per month, payable in cash and Common Stock of the Company.
  
RESULTS OF OPERATIONS
           
             
Revenues
           
 
 
Three Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Session Revenues
 
$
-
   
$
2,310
 
AfterMaster Revenues
   
36,154
     
24,505
 
Total Revenues
 
$
36,154
   
$
26,815
 
 
 
Six Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Session Revenues
  $ -     $ 3,730  
AfterMaster Revenues
    55,934       52,245  
Licensing Revenues
    1,800,000       200,000  
Total Revenues
  $ 1,855,934     $ 255,975  

Our business model currently generates revenues from four primary sources:

 
1.
ProMaster HD online music mastering service designed for independent artists.
 
2.
AfterMaster mastering, remastering and audio processing technology that makes music and other audio files sound significantly louder, fuller and clearer.
 
3.
AfterMaster chip optimizes the sound quality from any device, enhancing its fullness and clarity.
 
4.
AfterMaster Licensing

Revenues from AfterMaster Services resulted primarily from audio services provided to producers and artists on a contract basis. This source of revenue is expected to grow in coming years, and the Company is expecting to generate additional revenues from on-line mastering downloads and the development of the AfterMaster software algorithm and chip.
 
The revenue for the three months ended December 31, 2015 increased to $36,154 from $26,815 over the comparable three month period ended December 31, 2014 due primarily to increase in AfterMastering services to record labels and independent artists.
 
The revenue for the six months ended December 31, 2015 increase to $1,855,934 from $255,975 over the comparable six month period ended December 31, 2014 due primarily to licensing fees generated per a term sheet with bBooth to license certain technologies, intellectual property, and patents from AfterMaster.
 
Cost of Revenues
 
   
 
Three Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Cost of Revenues (excluding depreciation and amortization)
 
$
108,949
   
$
84,444
 
   
 
Six Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Cost of Revenues (excluding depreciation and amortization)
 
$
202,083
   
$
167,621
 
 
 
20

 

Cost of revenues consists primarily of AfterMaster Studio Rent, Consultants, and Internet connectivity and excludes depreciation and amortization on the studios. The increase in cost of revenues for the three months ended December 31, 2015, over the comparable period for the prior fiscal year, is attributable, primarily, to the Company increase in development cost for the new ProMaster.com website.

Cost of revenues consists primarily of AfterMaster Studio Rent, Consultants, and Internet connectivity and excludes depreciation and amortization on the studios. The increase in cost of revenues for the six months ended December 31, 2015, over the comparable period for the prior fiscal year, is attributable, primarily, to the Company increase in development cost for the AfterMaster TV box.
 
Other Operating Expenses
 
   
 
Three Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Depreciation and Amortization Expense
 
$
17,983
   
$
9,537
 
General and Administrative Expenses
   
2,604,198
     
1,600,667
 
Total
 
$
2,622,181
   
$
1,610,204
 
   
 
Six Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Depreciation and Amortization Expense
 
$
35,001
   
$
43,893
 
General and Administrative Expenses
   
4,770,762
     
2,501,592
 
Total
 
$
4,805,763
   
$
2,545,485
 

General and administrative expenses consist primarily of compensation and related costs for our finance, legal, human resources, investor relation, Public relations and information technology personnel; advertising expenses; rent and facilities; and expenses related to the issuance of stock compensation.  
 
The overall increase in general and administrative expenses is primarily a result of increase of Consultant Fees, Public Relations & Marketing, and travel expense.
 
Consultant Fees increased by $1,300,000 and public relations & marketing increased by $200,000 and travel increased by $150,000 during the six months ended December 31, 2015. The increase in professional fees is primarily attributable the development of AfterMaster HD and ProMaster HD. 
 
Other Income and Expenses
           
             
 
Three Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Interest Expense
 
$
(250,345
)
 
$
(1,561,649
)
Derivative Expense
   
-
     
(66,381
)
Change in Fair Value of Derivative
   
-
     
(725,593
)
Gain (Loss) on Extinguishment of Debt
   
47,897
     
-
 
Total
 
$
(202,448
 
$
(2,353,623
)
             
 
Six Months Ended
 
 
December 31,
 
 
2015
 
2014
 
Interest Expense
 
$
(430,725
)
 
$
(2,089,997
)
Derivative Expense
   
-
     
(126,126
)
Change in Fair Value of Derivative
   
4,374,585
     
(753,138
)
Gain (Loss) on Extinguishment of Debt
   
143,344
     
(28,517
)
Total
 
$
4,087,204
   
$
(2,997,778
)

The other income and expenses during the three months ended December 31, 2015, totaling $202,448 of net expenses, which consists primarily of interest expense. During the comparable period in 2014, other income and expenses totaled $(2,353,623).

The other income and expenses during the six months ended December 31, 2015, totaling $4,087,204 of net income, which consists of change in fair value of derivative. During the comparable period in 2014, other income and expenses totaled $(2,997,778). This is primarily due to the change in fair value of derivative when the derivative sequencing policy was removed on August 28, 2015. (See Note 9 – Financial Instruments)

Net Income (Loss)
 
 
   
Three Months Ended
 
   
December 31,
 
   
2015
   
2014
 
Net Loss
 
$
(2,897,424
 
$
(4,021,456
)
 
   
Six Months Ended
 
   
December 31,
 
   
2015
   
2014
 
Net Income (Loss)
 
$
935,292
   
$
(5,454,909
)
 
 
 
21

 
 
Due to the Company’s cash position, we use our Common Stock as currency to pay many employees, vendors and consultants.  Once we have raised additional capital from outside sources, as well as generated cash flows from operations, we expect to reduce the use of Common Stock as a significant means of compensation. Under FASB ASC 718, “ Accounting for Stock-Based Compensation” , these non-cash issuances are expensed at the equity instruments fair market value.  
 
LIQUIDITY AND CAPITAL RESOURCES
 
The Company had revenues of $1,855,934 during the six months ended December 31, 2015 as compared to $255,975 in the comparable quarter of 2014.  The Company has incurred losses since inception of $57,230,155.  At December 31, 2015, the Company has negative working capital of $2,447,519, which was an increase in working capital of $10,580,256 from June 30, 2015.  
 
The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions and/or financing as may be required to sustain its operations.  Management’s plan to address these issues includes a continued exercise of tight cost controls to conserve cash and obtaining additional debt and/or equity financing.
  
As we continue our activities, we will continue to experience net negative cash flows from operations, pending receipt of significant revenues that generate a positive sales margin.  

The Company expects that additional operating losses will occur until net margins gained from sales revenue is sufficient to offset the costs incurred for marketing, sales and product development. Until the Company has achieved a sales level sufficient to break even, it will not be self-sustaining or be competitive in the areas in which it intends to operate. 

In addition, the Company will require substantial additional funds to continue production and installation of the additional studios and to fully implement its marketing plans.  

As of June 30, 2015, the existing capital and anticipated funds from operations were not sufficient to sustain Company operations or the business plan over the next twelve months.  We anticipate substantial increases in our cash requirements which will require additional capital to be generated from the sale of Common Stock, the sale of Preferred Stock, equipment financing, debt financing and bank borrowings, to the extent available, or other forms of financing to the extent necessary to augment our working capital.  In the event we cannot obtain the necessary capital to pursue our strategic business plan, we may have to significantly curtail our operations.  This would materially impact our ability to continue operations. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms acceptable to the Company.  

Recent global events, as well as domestic economic factors, have recently limited the access of many companies to both debt and equity financings. As such, no assurance can be made that financing will be available or available on terms acceptable to the Company, and, if available, it may take either the form of debt or equity. In either case, any financing will have a negative impact on our financial condition and will likely result in an immediate and substantial dilution to our existing stockholders.  
 
Although the Company intends to engage in a subsequent equity offering of its securities to raise additional working capital for operations, the Company has no firm commitments for any additional funding, either debt or equity, at the present time.  Insufficient financial resources may require the Company to delay or eliminate all or some of its development, marketing and sales plans, which could have a material adverse effect on the Company’s business, financial condition and results of operations.  There is no certainty that the expenditures to be made by the Company will result in a profitable business proposed by the Company.  

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4T.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, President, and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls and procedures for the Company.  The Certifying Officers have designed such disclosure controls and procedures to ensure that material information is made known to them, particularly during the period in which this Report was prepared.
 
 
 
22

 
 
The Certifying Officers responsible for establishing and maintaining adequate internal control over financial reporting for the Company used the “Internal Control over Financial Reporting Integrated Framework” issued by Committee of Sponsoring Organizations (“COSO”) to conduct an extensive review of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act, Rules 13a-15(e) and 15-d-15(e)) as of the end of each of the periods covered by this Report (the “Evaluation Date”).  Based upon that evaluation, the Certifying Officers concluded that, as of September 30, 2014 and June 30, 2014, our disclosure controls and procedures were not effective in ensuring that the information we were required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms.
 
The Certifying Officers based their conclusion on the fact that the Company has identified material weaknesses in controls over financial reporting, detailed below.  In order to reduce the impact of these weaknesses to an acceptable level, hawse have contracted with consultants with expertise in U.S. GAAP and SEC financial reporting standards to review and compile all financial information prior to filing that information with the SEC.  However, even with the added expertise of these consultants, we still expect to be deficient in our internal controls over disclosure and procedures until sufficient capital is available to hire the appropriate internal accounting staff and individuals with requisite GAAP and SEC financial reporting knowledge.  There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
 
Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Management used the “Internal Control over Financial Reporting Integrated Framework” issued by COSO to conduct an extensive review of the Company’s internal controls over financial reporting to make that evaluation.  As of June 30, 2015 and June 30, 2014, the Company had identified deficiencies in internal controls that constituted material weaknesses in internal controls. Due to these material weaknesses, management concluded that internal controls over financial reporting as of December 31, 2015 and June 30, 2015 were ineffective, based on COSO’s framework.  
 
The deficiencies are attributed to the fact that the Company does not have adequate resources to address complex accounting issues, as well as an inadequate number of persons to whom it can segregate accounting tasks within the Company so as to ensure the segregation of duties between those persons who approve and issue payment from those persons who are responsible to record and reconcile such transactions within the Company’s accounting system.  These control deficiencies will be monitored and attention will be given to the matter as we continue to accelerate through our current growth stage.
 
Management has concluded that these control deficiencies constitute a material weakness that continued throughout fiscal year 2016.  In order to reduce the impact of these weaknesses to an acceptable level, we have contracted with consultants with expertise in U.S. GAAP and SEC financial reporting standards to review and compile all financial information prior to filing that information with the SEC.  However, even with the added expertise of these consultants, we still expect to be deficient in our internal controls over disclosure and procedures until sufficient capital is available to hire the appropriate internal accounting staff and individuals with requisite GAAP and SEC financial reporting knowledge. There were no significant changes in our internal control over financial reporting or in other factors that occurred during our most recent fiscal year that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Legal Proceedings

The Company may become involved in certain legal proceedings and claims which arise in the normal course of business. The Company is not a party to any litigation. To the best of the knowledge of our management, there are no material litigation matters pending or threatened against us.
 
ITEM 1A - RISK FACTORS
 
Not required.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 

 
 
23

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the six months ended December 31, 2015, no matters were submitted to the shareholders for a vote.
 
ITEM 5. OTHER INFORMATION

Subsequent Events

None

ITEM 6. EXHIBITS
 
a) The following Exhibits are filed herein:
 
NO.
TITLE
 
 
 
 
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
 

 

 
 
 
 
 
 


 
24

 

 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
   

     
 
AFTERMASTER, INC.
     
Date: February 16, 2016
By:  
/s/ Larry Ryckman
 
Larry Ryckman,
 
Title:   President and Chief Executive Officer
 
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
 
     
 
AFTERMASTER, INC.
     
Date: February 16, 2016
By:  
/s/ Larry Ryckman
 
Larry Ryckman,
 
Title:  Director, President, Chief Executive Officer
 
     
 
AFTERMASTER, INC.
     
Date: February 16, 2016
By:  
/s/ Mirella Chavez
 
Mirella Chavez
 
Title:   Chief Financial Officer, Secretary
 
 
 
 

 

 
25