Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2016
or
☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to
__________
AFTERMASTER, INC.
(Name
of Small Business Issuer as specific in its Charter)
DELAWARE
|
|
23-2517953
|
(State or other jurisdiction of
|
|
(IRS Employer
|
Incorporation or organization)
|
|
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)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $.001 par value
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. Yes ☐
No ☒
Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐
No ☒
Indicate by check mark whether the issuer (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 periods that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes ☒
No ☐
1
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of
this chapter) is not contained herein, and will not be contained,
to the best of Registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this
Form 10-K. ☒
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 definitions of “large
accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid
and asked price of such common equity, as of the last business day
of the Registrant’s most recently completed first fiscal
quarter: $22,268,511. Shares of Common Stock held by
each officer and director and each person, to Registrant’s
knowledge, who owns more than 5% or more of the Registrant’s
outstanding Common Stock have been excluded because these persons
may be deemed to be affiliates. The determination of affiliate
status for purpose of this calculation is not necessarily a
conclusive determination for other purposes.
As of September 28, 2016, the number of shares of
Registrant’s Common Stock outstanding was
102,786,077.
DOCUMENTS INCORPORATED BY REFERENCE
2
AFTERMASTER, INC.
(FORMERLY STUDIO ONE MEDIA, INC.)
FORM 10-K
FOR THE FISCAL YEAR ENDED
JUNE 30,
2016
INDEX
PART I
|
Page
|
|
Item
1.
|
Business
|
5
|
Item
1A.
|
Risk Factors
|
11
|
Item
1B.
|
Unresolved Staff Comments
|
17
|
Item
2.
|
Properties
|
17
|
Item
3.
|
Legal Proceedings
|
17
|
Item
4.
|
Submission of Matters to a Vote of Security Holders
|
17
|
|
|
|
PART II
|
|
|
Item
5.
|
Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
|
17
|
Item
6.
|
Selected Financial Data
|
19
|
Item
7.
|
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
19
|
Item
7A.
|
Quantitative and Qualitative Disclosures About Market
Risk
|
23
|
Item
8.
|
Financial Statements and Supplementary Data
|
23
|
Item
9.
|
Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
|
23
|
Item
9A(T).
|
Controls and Procedures
|
23
|
Item
9B.
|
Other Information
|
24
|
|
|
|
PART III
|
|
|
Item
10.
|
Directors, Executive Officers and Corporate Governance
|
25
|
Item
11.
|
Executive Compensation
|
28
|
Item
12.
|
Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
30
|
Item
13.
|
Certain Relationships and Related Transactions, and Director
Independence
|
33
|
Item
14.
|
Principal Accounting Fees and Services
|
34
|
|
|
|
PART IV
|
|
|
Item
15.
|
Exhibits, Financial Statement Schedules
|
36
|
3
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.
4
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
Corporate Background
We are a Delaware public Company traded on the Over-The-Counter
Bulletin Board (ticker symbol: AFTM). As of September 28, 2016,
there were 102,786,077
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 7825 E. Gelding Drive, Suite
101, Scottsdale, Arizona 85260 USA, and its telephone number
is (480) 556-9303.
Business
Aftermaster,
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® audio, ProMaster™,
Aftermaster Pro™ and MyStudio®. The Company also
operates recording and mastering studios at its Hollywood
facility.
Aftermaster holds an unparalleled position in the
audio technology industry as it is operated by a world-class team
that have successful track records and extensive experience in
music and audio technology. The Aftermaster team has produced,
engineered and mastered more hit music than any other audio company
in the world. We believe that our expertise and technical skills
have led us to develop audio technologies unmatched in the audio
industry. www.aftermaster.com
Summary
2016
Highlights
●
A
new, full slate of Directors and Officers were appointed during the
year. Aftermaster co-founder, Mr. Larry Ryckman, was appointed
President and CEO, Director and interim Chairman; Aftermaster CFO,
Ms. Mira Chavez, was appointed a Director, Secretary and Treasurer
of the company; financier Mr. Mark Depew, was appointed as a
Director and Senior Vice President Finance and patent attorney, Mr.
Arnold Weintraub, joined as a Director. See "Changes in Internal
Control over Financial Reporting" for more
information.
●
The
Company changed its name from Studio One Media, Inc. to
AfterMaster, Inc. to better align its corporate name with its
products.
●
We
strengthened our technical team with the addition of Pete Doell and
Andrew Wuepper, both highly respected and successful in the
music industry. Together they round off a world-class team of
audio engineers and music industry specialists who represent one of
the most formidable groups ever assembled in the audio
industry.
●
Our
new micro-size, low power, high output DSP chip and software will
allow the Company and partner ON Semiconductor to
provide audio solutions for OEM consumer electronics
manufacturers worldwide on a competitive basis. Several sales and
licensing agreements are now pending for both the chips and
software.
●
Our ProMaster on-line
music mastering product is in the final stages of beta testing
of its newly designed website and will be aggressively marketing
during the fourth calendar quarter of 2016. ProMaster will
provide hundreds of millions of independent musicians around the
world an easy way to access affordable professional music
mastering to make their music competitive and radio
ready.
●
We have successfully designed and
tested our first AfterMaster branded consumer electronics product,
"Aftermaster Pro", which we will begin manufacturing during the
fourth calendar quarter of this year. Through Crowdfunding
platforms, the company pre-sold thousands of Aftermaster Pro units
to buyers in dozens of countries, totalling sales over $750,000. A
majority of the sales were at $150 per unit. www.aftermasterpro.com.
●
The
Company significantly expanded its professional music mastering
services through an exclusive agreement with music distribution and
publishing management giant, Tunecore, to provide professional
mastering services to their customers. The Company is also opening
a new high profile, world class recording studio in October which
it expects to be a profit center for its studio complex in
Hollywood.
5
Financial highlights
The
Company saw notable improvements in several sectors including an
increase in revenue and a decrease in current liabilities and net
losses. Net cash decreased as the Company continues to ramp up for
its product launches including significant increases in Research
and Development ($386,949) and Advertising and Promotion expenses
($366,740).
For
the year ending June 30, 2016:
●
Revenues
increased to $1,918,226 from $302,600
●
Net
Loss decreased to $5,619,745 from $11,180,318
●
Total
Liabilities decreased to $6,642,287 from $18,537,235
●
Cash
decreased to $394,325 from $2,185,702
●
Deferred
revenue increased to $740,200 from $2,500
Shareholder
Meeting
On
August 28, 2015, at a special shareholders meeting, shareholders
voted to increase the authorized capital ceiling from 100 million
to 250 million shares and change the Company's name to Aftermaster,
Inc. The raise in the authorized capital ceiling extinguished the
Company's derivative liabilities of $12,814,941. Shareholders also
voted to allow management to reverse split the Companys shares 3
for 1, if deemed necessary in the future.
AfterMaster
Audio Technology
AfterMaster audio technology was created and
developed pursuant to a multi-year, multi-million dollar
development effort to make digital audio sound substantially better
by developing proprietary software, 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 which includes
Ari Blitz, Peter Doell, Rodney Jerkins, Larry Ryckman, Justin
Timberlake, Paul Wolff, Andrew Wuepper and Shelly
Yakus. www.AfterMaster.com/team.
AfterMaster
Audio Technology is an internally-developed, proprietary (patented
and patents pending) mastering, remastering and audio processing
technology which makes virtually 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 and
AfterMaster products can be found at www.AfterMaster.com.
Aftermaster Wins Three Awards at the 2016 Consumer Electronics Show
(CES) in Las Vegas
The Company was awarded three
“Innovation & Design” awards during the
ShowStoppers product showcase at the 2016 International Consumer
Electronics Show (CES) in Las Vegas, Nevada on January 6, 2016. The
Envisioneering international team of technologists, inventors,
marketers and industrial designers recognized the Company for its
innovation, design and revolutionary Aftermaster sound, AfterMaster
TV and BelaSigna 300 AM Processor Chip. www.AfterMaster.com/news
6
Aftermaster Enters Into Agreement with TuneCore for
professional music mastering
In
April of 2016, the Company announced a partnership with
TuneCore, one of the world's largest independent digital music
distribution and publishing administration service. Under the
agreement, Aftermaster will serve as the new
professional mastering service for TuneCore artists. TuneCore
has one of the highest artist revenue-generating music catalogs in
the world, earning TuneCore Artists $541 million from
over 15.2 billion downloads and streams since inception. TuneCore
Music Distribution services help artists, labels and managers sell
their music through iTunes, Amazon Music, Spotify and other major
download and streaming sites while retaining 100% of their sales
revenue and rights for a low annual flat
fee. TuneCore artists will have direct access
to Aftermaster's world-class senior mastering engineers, and
within 72 hours, they will be able to get their tracks mastered and
ready for distribution. The new partnership builds
upon TuneCore's mission to provide independent artists with
key tools to build their careers, by granting access to
unparalleled mastering that meets the industry's highest
standards.
Adobe Audition
Aftermaster's
Promaster online audio mastering service will soon be available on
Adobe® Audition® CC, a professional audio workstation for
mixing, finishing and editing audio/video. The integration of
ProMaster will allow Adobe Audition CC users to instantly master
their original work directly within Adobe Creative Cloud®.
ProMaster infuses the clearest, deepest sound quality into any
recording, which elevates that audio to a studio remastered sound
experience. Adobe's Audition CC with ProMaster HD will enable its
users to substantially cut editing time and enhance original audio
work into fuller, deeper, louder and clearer tracks. When ready,
users will install the ProMaster extension from the Adobe Add-ons
marketplace.
Aftermaster Consumer Electronics Products
The
Company has begun to design, manufacture and market unique consumer
electronics hardware products branded as AfterMaster products. The
Company has assembled a world-class branding and design team
who recently completed the design of the first consumer
electronics product developed by the Company, "Aftermaster
Pro". AfterMaster Pro is the worlds first personal audio
re-mastering device and defines a new category in consumer
electronics products by offering a product never before
offered. AfterMaster Pro is a proprietary, first-to-market
product which has no direct competition.
Smaller
than an iPhone, Aftermaster Pro transforms the audio of your TV,
smartphone, headphones, laptop, tablet, gaming unit, or virtually
any audio-enabled device to sound clearer, fuller, deeper, and more
exciting. AfterMaster Pro connects easily via HDMI or 3.5mm
audio cables with virtually any media source (cable, satellite box,
cell phone, computer, tablet, etc.). When used with a Television,
Aftermaster Pro raises and clarifies dialogue in programming while
significantly enhancing the quality of the overall audio content.
This solves the longstanding issue with TV audio of having to
continually adjust volume during a TV show to hear
dialogue. When used portably with its built-in battery,
Aftermaster transforms music and video to standards that we believe
are superior to any portable audio enhancement
device.
Through Crowdfunding platforms, the company
pre-sold thousands of Aftermaster Pro's to buyers in dozens of
countries, totalling over $750,000. A majority of the sales were at
$150 per unit. www.aftermasterpro.com.
The Company expects to manufacture up to 50,000 units by the end of
the year.
Additional
Aftermaster branded products are under development, which we expect
to introduce in the coming year.
Peter Doell and Andrew Wuepper Join The Aftermaster
Team
Pete Doell
In
February of 2016, renowned mastering engineer Peter Doell joined
Aftermaster as a Senior Mastering Engineer. Doell joins
AfterMaster to focus on the expansion of AfterMaster’s
Recording and Mastering Studios division and help its team
build upon its current technology; roll out partnerships,
products and collaborations; and introduce new
artists.
7
Doell
comes to AfterMaster with more than 35 years of experience, having
mastered and engineered numerous of chart-topping records, film
scores and TV spots. Doell has served as a first-call engineer
with some of the most prestigious and acclaimed studios including
Universal Mastering, Sunset Sound, Capitol Studios and Sony
Pictures. Doell’s credits include Josh Groban, Frank
Sinatra, Kurupt, John Waite, Glenn Frye, Celine Dion, Dave Coz,
Miss Saigon, Miles Davis, Brian McKnight, Toto, Dwight Yoakam,
Marilyn Manson, Los Lobos, Harry Connick Jr., The Beach Boys,
Dashboard Confessional, Willie Nelson and Sheryl Crow. He has also
worked on feature film scores including Road To
Perdition and Black Hawk Down, and prominent TV
productions such as American Idol and The
Voice.
Andrew Wuepper
In
March of 2016, GRAMMY® Award-nominated mixer and
engineer Andrew Wuepper joined Aftermaster as a
Senior Mixer and Engineer. Beginning his career over a decade
ago as a protégé to legendary mixer Dave
Pensado and RedZone founder Tricky
Stewart, Seattle native Wuepper’s credits span from
mixing on Justin Bieber’s 2015
blockbuster "Purpose" album to engineering for Katy
Perry, Snoop Dogg, Mariah Carey, Michael Jackson,
Ciara, Jennifer Lopez, and Céline Dion in addition to
work in film and TV such as Dr. Seuss’s The Lorax.
Cumulative sales for albums he’s worked on exceed 50 million,
while he’s garnered a total of three GRAMMY® Award
nominations.
The
Aftermaster team collectively boasts the largest discography of hit
music of any audio technology company in the world.
ON Semiconductor/AfterMaster Audio Chip and Software
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.
The
agreement calls for ON to implement and support our AfterMaster
technology in a Digital Signal Processor (DSP) semiconductor chip
that is being 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.
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. The Company currently
has several sales and licensing agreements pending which it expects
to finalize by the end of the year.
ProMaster
ProMaster
is an online music mastering, streaming, and storage service
designed for independent artists which utilizes proprietary audio
technologies developed by AfterMaster. ProMaster 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 and 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 up to $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 $9.99 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.
ProMaster
on-line music mastering product is in the final stages of beta
testing of its newly designed website and will be aggressively
marketing during the fourth calendar quarter of
2016.
8
Recording and Mastering Studios
Aftermaster
operates 6 recording and mastering studios at its Hollywood
California facility. The Company engineers and masters music for
both independent and high profile professional music and is
currently mastering the music for the hit TV show
"Empire".
The
Company recently leased the former recording studio built by music
legends Crosby, Stills and Nash in 1977 which is located next to
its existing studios. The Company has completely renovated the
studio and expects that it will be viewed as one of the most
important recording studios in the US when it opens in
October.
Intellectual Property and Licensing
The
Company has been awarded six 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. During the
year, the Company engaged Mr. Morgan Chu of Irell and Manella, to
represent its intellectual property interests along with IP
attorney, Arnold Weintraub, of the Weintraub Group. Mr. Weintraub
serves on the Board of Aftermaster.
Advisory Board
Recognizing
the significance of our technologies, we have been able to attract
leading music and entertainment executives to our Advisory Board.
The Advisory Board is an important resource for the Company in
terms of thought leadership and strategic introductions. This
distinguished group includes:
|
●
|
Bret Zahn - Mr. Zahn earned his Bachelor’s Degree in
Aeronautical Engineering from Arizona State University and two
Master’s Degrees, including Microelectronic Engineering and
an MBA. He currently serves as Director and General Manager of
ON Semiconductor in Phoenix, Arizona where he has P&L
responsibility for a division with revenues exceeding $250
million. ON Semiconductor is one of the largest global
semiconductor companies with annual revenues exceeding $3 billion.
Mr. Zahn has held a number of senior positions in his
career, including Vice President of Lifelock, a then $275 million
company; Vice President at Hypercom, one of the world’s
largest global providers of electronic payment systems with
revenues at the time of $400 million; Vice President and General
Manager at Amkor, a $3 billion revenue company that was a strategic
manufacturing partner for over 200 of the world’s largest
semiconductor and electronic OEMs; Vice President of ChipPAC, a
$450 million revenue company that provided manufacturing, assembly
and test services for the semiconductor industry.
|
|
|
|
|
●
|
Jack Douglas- Legendary GRAMMY Award winning music engineer and
producer and one of the first graduates of New York’s famed
Institute of Audio Research. Jack has worked with dozens of major
artists as an engineer and producer and his ear is well respected
throughout the music industry. Jack’s Career began as an
engineer on the Tho’s, “Who’s Next”
followed by John Lennon’s “Imagine”. He then
began producing hit music for artists such as SuperTramp and
Aerosmith including Aerosmiths “Toys In The Attic” and
“Rocks” which are both included in Rolling
Stone’s “500 Greatest Albums of all
time”.
|
|
|
|
|
●
|
Ted Field - Mr.
Field is the Chairman & CEO of Radar Pictures, Inc. Radar
Pictures develops, produces and finances feature-length motion
pictures created for the global marketplace. Working with top
talent in the motion picture industry for more than 25 years, his
company is one of the most successful independent motion picture
production companies in the industry and has produced more than 50
major motion pictures. Mr. Field also co-founded Interscope Records
in 1990. Initially developed as a label focused on hip hop and
urban music, the company expanded its musical range into nearly all
genres. Mr. Field was also the owner of Panavision, Inc., a leading
designer and manufacturer of high-precision camera systems used in
the motion picture and television industries.
|
|
|
|
|
●
|
Paul Fisher - Internationally recognized modeling agent. He has
represented Naomi Campbell, Carol Alt, and Stephanie Seymour. He
hosted Remodeled on The CW Television Network, and the Dutch TV
series I
Can Make You A Supermodel. Mr.
Fisher is the CEO of The Network.
|
|
|
|
|
●
|
Gary Goldstein – Prominent film producer of movies which have
grossed over $1 billion including Pretty Woman, Under Seige and
Mothman Prophecies.
|
|
|
|
9
|
●
|
Jason Flom - Mr. Flom is considered to be one of the most
successful executives in the music industry, having served as
Chairman and CEO of Atlantic Records, Virgin Records, Capitol Music
Group and Lava Records. Mr. Flom’s astute ability to identify
talent resulted in him signing and developing the careers of mega
acts such as Twisted Sister, Stone Tempe Pilots, Tori Amos, Jewel,
Hootie & The Blowfish, Collective Soul, Matchbox 20, Kid Rock,
The Corrs, The Blue Man Group and many more. Additionally, while
heading Capitol Music Group, Mr. Flom worked with rock superstars
Lenny Kravitz, Coldplay and the Rolling Stones. He also signed Katy
Perry and oversaw the recording of her debut album which has sold
over 15 million albums and singles worldwide.
|
|
|
|
|
●
|
Sheila Jaffe - Ms. Jaffe is an Emmy Award winning casting director
and partner in Walken/Jaffe Casting, one of the premier sources for
identifying talent for television and motion pictures throughout
Hollywood. Her career as a casting director over the past two
decades has included involvement in over 120 productions. Her keen
eye and understanding of casting needs has helped drive the
successes of The Sopranos, Entourage, and How to Make It in
America. Her big screen resume includes such features as The
Italian Job, Invincible, MacGruber, Secretariat and The
Fighter.
|
|
|
|
|
●
|
Richard Perry - Mr. Perry is a world renowned record producer and
seven time Grammy Award nominee, as well having been twice
named Billboard’s
“Producer of the Year”.
His illustrious 35-year career has resulted in the production of 15
platinum and 28 gold albums, in addition to 13 gold singles.
The extensive list of artists he has produced include Barbara
Streisand, Rod Steward, Ray Charles, Carley Simon, The Pointer
Sisters, Tina Turner, Willie Nelson, Ringo Starr, Diana Ross, The
Temptations, Neil Diamond, Fats Domino, Ella Fitzgerald and many
others.
|
|
|
|
|
●
|
Diane Warren - Ms. Warren is considered to be the most prolific and
successful contemporary songwriter of our time. Her songs have been
nominated for four Golden Globes, six Academy Awards and nine
Grammy Awards, including one win. Ms. Warren has the honor of being
named Billboard’s “Songwriter of the Year” four
times and being inducted into the Songwriters’ Hall of Fame.
Her songs have been written for such iconic artists as Aerosmith,
Elton John, Tina Turner, Barbra Streisand, Aretha Franklin, Eric
Clapton, Celine Dion, Britney Spears, Kelly Clarkson, and many
more. In addition to her successful songwriting career, she is
developing new acts on her label, Di-Namic, which is distributed by
Atlantic Records.
|
|
|
|
|
●
|
Charlie Weber - Mr. Weber is an accomplished entertainment
executive having served as Chief Executive of George Lucas’
Lucasfilm Ltd. During his tenure at Lucasfilm, he was responsible
for overseeing history-making films “The Empire Strikes
Back” and “Raiders of the Lost Ark”. Mr. Weber
also oversaw Lucasfilm subsidiaries’ Industrial Light &
Magic (“ILM”) and THX. ILM is considered to be the
world’s leading visual effects company in the film industry,
creating special effects imagery that has never been seen before.
THX is recognized by audiences around the globe as the premier
audio technology utilized in motion pictures. Subsequent to
Lucasfilm, he served as Chief Operating Officer at Embassy
Communications, a company owned by television super-producers
Norman Lear and Jerry Perenchio. His many accomplishments while at
Embassy include serving as the executive in charge of the feature
film and cult classic, “Blade Runner”.
|
Employees
As
of June 30, 2016, we employed eleven full-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 are
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 (located at 6671 Sunset
Blvd., Suite 1520, 1518 and 1550, Hollywood, California, 90028) for
corporate, research, engineering and mastering services. The lease
expires on December 31, 2017. The total lease expense
for the facility is approximately $15,375 per month, and the total
remaining obligations under these leases at June 30, 2016, were
approximately $295,207
We
lease a warehouse space located at 8260 E Gelding Drive, Suite 102,
Scottsdale, Arizona, 85260. The lease expires on
February 28, 2019. The total lease expense for the
facility is approximately $1,821 per month, and the total remaining
obligations under these leases at June 30, 2016 were approximately
$62,150
We
lease corporate offices located at 7825 E Gelding Drive, Suite 101,
Scottsdale, Arizona, 85260. The lease expires on April
30, 2021. The total lease expense for the facility is
approximately $7,148 per month, and the total remaining obligations
under these leases at June 30, 2016 were approximately
$458,901.
10
ITEM 1A. RISK FACTORS.
You should carefully consider the risk factors and other
uncertainties set forth below and all other information contained
in this Report, as well as the public disclosure documents
incorporated by reference herein. If any of the events
contemplated by the following risks actually occurs, then our
business, financial condition, or results of operations could be
materially adversely affected. As a result, the trading price of
our Common Stock could decline, and you may lose all or part of
your investment. The risks and uncertainties below are not the only
risks facing our company. Additional risks and
uncertainties, including those that are not yet identified or that
we currently believe are immaterial, may also adversely affect our
business, financial condition or operating
results.
History of Operations and Dependence on Future
Developments.
We are dependent upon our management, certain shareholders and
investors for fundraising. We expect additional
operating losses will occur until revenues are sufficient to offset
our costs for marketing, sales, general and administrative and
product and services development. We are subject to all
of the risks inherent in establishing an early stage business
enterprise. Since we have limited operations, there can
be no assurance that our business plan will be
successful. The potential for our success must be
considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered with an early stage
business and the competitive environment in which we will
operate. A prospective investor should be aware that if
we are not successful in achieving our goals and achieving
profitability, any money invested in us will likely be
lost. Our management team believes that our potential
near-term success depends on our success in, manufacturing,
marketing and selling our products and services. As an early
stage company, we are particularly susceptible to the risks and
uncertainties described herein, and we will be more likely to incur
the expenses associated with addressing them. Our
business and prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in
early stages of development. These risks are
particularly severe among companies in new markets, such as those
markets in which we expect we will operate. Accordingly,
shareholders will bear the risk of loss of their entire investment
in our shares.
New Business Model.
We have a relatively new business model in an emerging and rapidly
evolving market. Accordingly, this makes it difficult to
evaluate our future prospects and may increase the risk that we
will not continue or be successful. We will encounter
risks and difficulties as a company operating in a new and rapidly
evolving market. We may not be able to successfully
address these risks and difficulties, which could materially harm
our business and operating results.
We Have Limited Capital and Will Need Additional
Financing.
As of June 30, 2016, we had an accumulated deficit
of $63,785,192 and negative working capital of
$5,094,154. In addition,
for the year ended June 30, 2016, we had a loss of approximately
$5,619,745 and negative cash flow from operating activities of
approximately $3,807,183. The Company has not
declared dividends on its common stock, but the Company does have
cumulative dividends in arrears through June 30, 2016, of
approximately $724,176 for its outstanding Series A Convertible
Preferred Stock.
Revenues generated from our current operations are not sufficient
to pay our ongoing operating expenses. Therefore, we will
have to obtain additional funding from the sale of our securities
or from strategic transactions in order to fund our current level
of operations. In order to fund our working capital needs and
our operational costs during 2016, we entered into eight (8)
separate promissory notes, and twenty-five (25) Share Purchase
Agreements with individual accredited investors and seven (7)
conversions of warrants resulting in net proceeds of $2,403,304 to
the Company.
The funds currently available to us are inadequate to fully
implement our business plan. Until we have achieved
revenues sufficient for us to break-even, we will not be a
self-sustaining entity, which could adversely impact our ability to
be competitive in the areas in which we do and intend to
operate. We require additional funding for continued
operations and will therefore be dependent upon our ability to
raise additional funds through bank borrowing, equity or debt
financing or asset sales. We expect to access the public and
private equity and/or debt markets periodically to obtain the funds
we need to support our operations and continued
growth. There is no assurance that we will be able to
obtain additional funding when needed, or that such funding, if
available, can be obtained on terms acceptable to us. If we
require, but are unable to obtain, additional financing in the
future on acceptable terms, or at all, we will not be able to
continue our business strategy, respond to changing business or
economic conditions, withstand adverse operating results or compete
effectively. If we cannot obtain needed funds, we may be
forced to curtail, in whole or in part, or cease its activities
altogether. When additional shares are issued to obtain
financing, current shareholders will suffer a dilutive effect on
their percentage of stock ownership.
11
We require substantial capital to continue Aftermaster operations.
Although we intend to engage in subsequent debt and equity
offerings of our securities to raise additional working capital for
Aftermaster operations, we have no firm commitments for any
additional funding, either debt or equity, at the present
time. Insufficient financial resources may require us to
delay or eliminate all or some of our sales and marketing efforts
to generate revenues for AfterMaster, which could have a material
adverse effect on our business, financial condition and results of
operations. There is no certainty that our expenditures
will result in a profitable business as proposed.
Lack of Diversification.
Our current size and financial condition makes it unlikely that we
will be able to commit our funds to diversify the business until we
have a proven track record in our current markets. However, we do
not have any plans nor have we identified any areas or markets in
which we would seek diversification in our Company's
business. We acknowledge that limiting our product offerings
carries a risk of limiting revenues, which may impact our ability
to continue operations.
Competition.
Aftermaster has developed an audio enhancement technology that it
believes is unique and competitive in the audio enhancement
industry. However, there are many more well established and
financially successful brands in the audio enhancement industry,
with more name recognition and financial resources such as, SRS,
DTS, Landr and Dolby Labs. Although we believe that our technology
differentiates us from competitor technologies, there is no
assurance that we will be successful in gaining any consumer
acceptance of our technology.
While we believe that the technologies behind AfterMaster and
ProMaster are unique in the industry, other companies within the
industry may develop or have developed audio enhancement
technologies that are equal to or better than our technologies and
could become our competitors. Potential competitors may have
greater name recognition, access to financing, industry contacts
and more extensive customer bases that could be leveraged to
accelerate their competitive activity. Further,
potential competitors may establish future cooperative
relationships among themselves and with third parties to enhance
their products and services in this market space in which we
propose to operate. Consequently, competitors or
alliances may emerge and rapidly acquire significant market
share. We cannot assure you that we will be able to
compete effectively with any competitor should they arise or that
the competitive pressures faced by us will not harm our business.
Such intense competition will limit our opportunities and have a
materially adverse effect on our profitability or
viability.
To protect our Company against competitors, we have embarked on an
aggressive intellectual property protection program which we
believe will be a significant barrier to market entry to potential
competitors for our current product offerings. In
addition, we strive to employ individuals who have long standing
relationships and expertise in various segments of the
entertainment, marketing, finance and communications industries,
which we hope will help facilitate the negotiation of favorable
partnerships, sponsorships and industry support for AfterMaster and
ProMaster.
However, any investor must recognize that AfterMaster is unproven
as a commercially viable audio technology and that many other
companies dominate and are successful in licensing their audio
products, which compete in the market within which AfterMaster is
attempting to establish itself.
Performance - Market Acceptance.
The quality of our products, services, its marketing and sales
ability, and the quality and abilities of our personnel are among
the operational keys to our success. We are heavily dependent upon
successfully completing our product development, gaining market
acceptance and subsequently recruiting and training a successful
sales and marketing force. There can be no assurance that we will
be successful in attracting, training or retaining the key
personnel required to execute the business plan. Also, there can be
no assurance that we can complete development of new technologies
so that other companies possessing greater resources will not
surpass it. There can be no assurance that we can achieve our
planned levels of performance. If we are unsuccessful in these
areas, it could have a material adverse effect on our business,
results of operations, financial condition and forecasted financial
results. The entertainment industry may resist our business plan
and refuse to adopt our technology.
Dependence on Intellectual Property - Design and Proprietary
Rights.
Our success and ability to compete depends to a degree on our
intellectual property. We will rely on copyright,
trademark and patent filings as well as confidentiality
arrangements, to protect our intellectual property locally and
internationally. AfterMaster and its subsidiaries have
filed numerous patent applications relating to MyStudio,
AfterMaster, ProMaster and related technologies and processes, and
while we believe the technologies, methods and processes merit
patent protection, there is no assurance that any patent will be
issued beyond the company current six issued patents. If
circumstances make it impossible to try to adequately protect our
intellectual property, that intellectual property could be used by
others without our consent and there could be material adverse
consequences to us. We have filed several trademark applications
and have received Notices of Allowance on four of those
applications. Effective protection may not be available for our
service marks. Although we plan to continue to register our service
marks in the United States and in countries in which we do business
or expect to do business, we cannot assure you that we will be able
to secure significant protection for these marks. Our competitors,
if any exist, or others may adopt product or service names similar
to ours, thereby impeding our ability to build brand identity and
possibly leading to client confusion. If circumstances make it
impossible to adequately protect the name and brand, this could
seriously harm our business.
12
Some of Our Markets are Cyclical.
Some of our markets are cyclical, and a decline in any of these
markets could have a material adverse effect on our operating
performance. Our business is cyclical and
dependent on consumer and business spending and is therefore
impacted by the strength of the economy generally, interest rates,
and other factors, including national, regional and local slowdowns
in economic activity and job markets, which can result in a general
decrease in product demand from professional contractors and
specialty distributors. For example, a slowdown in
economic activity that results in less discretionary income for
entertainment and music can have an adverse effect on the
demand for some or all of our products. In addition,
unforeseen events, such as terrorist attacks or armed hostilities,
could negatively affect our industry or the industries in which our
customers operate, resulting in a material adverse effect on our
business, results of operations and financial
condition.
Dependency on Foreign Components for our Products.
We do and expect to continue sourcing components for our products
from both inside and outside of the United States, which may
present additional risks to our business. International
sourcing of components subject to various risks, including
political, religious and economic instability, local labor market
conditions, the imposition of foreign tariffs and other trade
restrictions, the impact of foreign government regulations, and the
effects of income and withholding tax, governmental expropriation,
and differences in business practices.
We may incur increased costs and experience delays or disruptions
in product deliveries and payments in connection with component
manufacturers, thus causing a potential loss of revenues.
Unfavorable changes in the political, regulatory, and business
climate could have a material adverse effect on our financial
condition, results of operations, and cash
flows.
Exposure to Product Liability Lawsuits.
Our results of operations may be negatively impacted by product
liability lawsuits. While we expect to maintain what we
believe to be suitable product liability insurance once we have
commenced operations of services with the general public, we cannot
assure you that we will be able to maintain this insurance on
acceptable terms or that this insurance will provide adequate
protection against potential liabilities. A series of
successful claims against us could materially and adversely affect
our reputation and our financial condition, results of operations,
and cash flows.
Dependency on Key Suppliers and Product Availability.
Loss of key suppliers, lack of product availability or loss of
delivery sources could delay product development, manufacturing and
decrease sales and earnings of our consumer electronics
products. While in many instances we have agreements,
including supply agreements, with our suppliers, these agreements
are generally terminable by either party on limited
notice. The loss of, or a substantial decrease in the
availability of, products from certain of our suppliers, or the
loss of key supplier agreements, could have a material adverse
effect on our consumer products business, results of operations and
financial condition. In addition, supply interruptions
could arise from shortages of raw materials, labor disputes or
weather conditions affecting products or shipments, transportation
disruptions or other factors beyond our control.
Dependence on Intellectual Property - Design and Proprietary
Rights.
Our success and ability to compete depends to a degree on our
intellectual property. We will rely on copyright,
trademark and patent filings as well as confidentiality
arrangements, to protect our intellectual property locally and
internationally. The Company and its subsidiaries have filed
numerous patent applications relating to AfterMaster and other
audio and video technologies and processes, and while we believe
the technologies, methods and processes merit patent protection,
there is no assurance that any patent will be issued. If
circumstances make it impossible to try to adequately protect our
intellectual property, that intellectual property could be used by
others without our consent and there could be material adverse
consequences to us. We have filed numerous patents and have
received allowance for six of them. We have filed numerous
trademark applications and have received Notices of Allowance on
four of those applications. Effective protection may not be
available for our service marks. Although we plan to continue to
register our service marks in the United States and in countries in
which we do business or expect to do business, we cannot assure you
that we will be able to secure significant protection for these
marks. Our competitors, if any exist, or others may adopt product
or service names similar to ours, thereby impeding our ability to
build brand identity and possibly leading to client confusion. If
circumstances make it impossible to adequately protect the name and
brand, this could seriously harm our business.
13
Fluctuations in Cost of Raw Materials.
Our results of operations could be adversely affected by
fluctuations in the cost of raw materials. The
manufacturing process is subject to world commodity pricing for
some of the raw materials used in the manufacture of our consumer
electronics products. Such raw materials are often
subject to price fluctuations, frequently due to factors beyond our
control, including changes in supply and demand, general U.S. and
international economic conditions, labor costs, competition, and
government regulation. Inflationary and other increases
in the costs of raw materials have occurred in the past and may
recur in the future. Any significant increase in the
cost of raw materials could reduce our profitability and have a
material adverse effect on our business, results of operations and
financial condition.
Regulatory Factors.
Our business model includes a component involving the
Internet. As such, we are subject to a number of foreign
and domestic laws and regulations that effect business on the
Internet. We must contend with laws and regulations
relating to user privacy, freedom of expression, content,
advertising, information security and intellectual property rights
of others. Possible future consumer legislation,
regulations and actions could cause additional expense, capital
expenditures, restrictions and delays in the activities undertaken
in connection with our business, the extent of which cannot be
predicted.
The exact effect of such legislation cannot be predicted until it
is proposed. Terms of subsequent financings may adversely impact
your investment. We will engage in common equity, debt,
and/or preferred stock financings in the future. Your
rights and the value of your investment in Preferred or Common
Stock could be reduced. Interest on debt securities
could increase costs and negatively impacts operating
results.
Shares of our Preferred Stock may be issued in series from time to
time with such designations, rights, preferences, and limitations
as needed to raise capital. The terms of Preferred stock could be
more advantageous to those investors than to the holders of Common
Stock.
In addition, if we need to raise more equity capital from the sale
of common or preferred stock, institutional or other investors may
negotiate terms at least as, and possibly more, favorable than the
terms of your investment. Shares of Common Stock which we sell
could be sold into the market, which could adversely affect the
market price.
Rapid Technological Change.
The industries in which we operate are characterized by rapid
technological change that requires us to implement new technologies
on an ongoing basis. Our future will depend upon our
ability to successfully implement new technologies in a rapidly
changing technological environment. We will likely
require additional capital to develop new technologies to meet
changing customer demands. Moreover, expenditures for
technology and product development are generally made before the
commercial viability for such developments can be
assured. As a result, we cannot assure that we will
successfully implement new technologies, that any implementations
will be well received by customers, or that we will realize a
return on the capital expended to develop such
technology.
Effect of Fluctuations in Operations on the Price of Common
Stock.
Our future operating results may fluctuate and cause the price of
our Common Stock to decline, which could result in substantial
losses for investors. Our limited operating history makes it
difficult to predict accurately our future
operations. We expect that our operating results will
fluctuate significantly from quarter to quarter, due to a variety
of factors, many of which are beyond our control. If our
operating results fall below the expectations of investors or
securities analysts, the price of our Common Stock could decline
significantly. The factors that could cause our
operating results to fluctuate include, but are not limited
to:
|
●
|
Ability
to broadly commercialize and expand AfterMaster and/or
ProMaster
|
|
●
|
Changes
in entertainment technology;
|
|
●
|
Availability
and cost of technology and marketing personnel;
|
|
●
|
Our
ability to establish and maintain key relationships with industry
partners;
|
|
●
|
The
amount and timing of operating costs and capital expenditures
relating to maintaining our business, operations, and
infrastructure; and
|
|
●
|
General
economic conditions and economic conditions specific to the
entertainment industry.
|
These and other external factors have caused and may continue to
cause the market price and demand for our Common Stock to fluctuate
substantially, which may limit or prevent investors from readily
selling their shares of Common Stock and may otherwise negatively
affect the liquidity of our Common Stock. In the past, securities
class action litigation has often been brought against companies
following periods of volatility in the market price of their
securities. If securities class action litigation were
to be brought against us, it could result in substantial costs and
a diversion of our management’s attention and resources,
which could hurt our business.
14
Our Common Stock is Subject to Penny Stock
Regulations.
Our Common Stock is subject to regulations of the SEC relating to
the market for penny stocks. These regulations generally
require that a disclosure schedule explaining the penny stock
market and the risks associated therewith be delivered to
purchasers of penny stocks and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons
other than established customers and accredited
investors. The regulations applicable to penny stocks
may severely affect the market liquidity for our Common Stock and
could limit your ability to sell your securities in the secondary
market.
Our future existence remains uncertain and the report of our
independent auditors on our financial statements for the year ended
June 30, 2016 includes an explanatory paragraph relating to our
ability to continue as a going concern. We have suffered
substantial losses from operations and require additional
financing. Ultimately we need to generate additional
revenues and attain profitable operations. These factors
raise substantial doubt about our ability to continue as a going
concern. There can be no assurance that we will be able to develop
commercially viable products or an effective marketing system. Even
if we are able to develop commercially viable products, there is no
assurance that we will be able to attain profitable
operations.
Dilution; Dilutive Effect of Future Transactions.
As of June 30, 2016, we had 102,133,344 shares of Common Stock,
$0.001 par value, issued and
outstanding. We had options
outstanding that would permit, if exercised, the issuance of 25,000
additional shares of common stock at an exercise price of $0.15. We
may also issue further shares to certain of our management,
directors, officers, employees and consultants in the immediate
future. We also had 2,709,044 shares of various classes
of Convertible Preferred Stock outstanding, which can be converted
to 4,385,092 shares of Common Stock. We had outstanding
convertible debt with a face value of
$4,977,000, which
can be converted into approximately 9,482,563 shares of Common
Stock. In addition, we had warrants outstanding that would permit,
if exercised, the issuance of 35,034,550 additional shares of
Common Stock at an average exercise price of
$0.36. Issuing additional shares will result in further
dilution to existing shareholders, which could be significant;
meaning your percentage ownership of any such merged entity will be
significantly less than your percentage ownership in us. If we
issue additional shares either outright or through any future
options or warrants programs or requires additional financing,
further dilution in value and in the percentage ownership
represented by the purchaser’s investment will
occur.
Restrictions on Transfer - No Public Market for Preferred Shares or
Restricted Common Shares.
Our shares of Common Stock are traded on the Over-The-Counter
Bulletin Board System (OTCQB) under the ticker symbol
AFTM. However, for shares that have been issued and are
restricted pursuant to SEC Rule 144 of the Securities Act of 1933
(the “Act”), there is presently no public or private
market for such shares. Such shares may only be offered
or sold pursuant to registration under or an exemption from the Act
and have not been registered under the Act, as amended, or any
State securities laws and would be issued under Section 4(2) of the
Act and Rule 506 of Regulation D promulgated under the
Act.
Expect to Incur Losses for the Foreseeable Future.
We expect to incur losses for the foreseeable future and we may
never become profitable. Our business model
requires that we obtain revenues from our online music mastering
service, ProMaster, or by licensing our AfterMaster HD audio and
selling AfterMaster HD chip proprietary technology to consumer
device manufacturers. There are no assurances that
significant revenues from ProMaster and/or AfterMaster necessary
for the Company to become break-even will occur. We expect our
expenses to increase significantly as we continue to develop the
infrastructure necessary to fully implement our business
strategy. Our expenses will continue to increase as we:
hire additional employees; implement our marketing plans; pursue
further research and development; expand our information technology
systems; and lease and purchase more space to accommodate our
operations.
Costs associated with designing, developing, manufacturing,
marketing and developing the infrastructure we will need to support
our customers will depend upon many factors, including the
growth-rate of our online user base and the amount of engineering
expertise needed to maintain and build our IP
portfolio. Therefore, we cannot now determine the amount
by which our expenses will increase as we grow.
Possible Claims
That the Company Has Violated Intellectual Property Rights of
Others.
We are not subject to any dispute, claim or lawsuit or threatened
lawsuit alleging the violation of intellectual property rights of a
third party. We believe AfterMaster and ProMaster are
not in violation of any patents claimed by others. To
the extent that the Company is ever alleged to have violated a
patent or other intellectual property right of a third party, it
may be prevented from operating its business as planned, and it may
be required to pay damages, to obtain a license, if available, to
use the patent or other right or to use a non-infringing method, if
possible, to accomplish its objectives. Any of these claims, with
or without merit, could subject us to costly litigation and the
diversion of our technical and management personnel. If we incur
costly litigation and our personnel are not effectively deployed,
the expenses and losses incurred will increase, and our profits, if
any, will decrease.
15
Business Plans and Operational Structure May Change.
We continually analyze our business plans and operations in light
of market conditions and developments. As a result of
our ongoing analyses, we may decide to make substantial changes in
our business plan and organization. In the future, as we
continue our internal analyses and as market conditions and our
available capital change, we may decide to make organizational
changes and/or alter some or all of our overall business
plans.
Reliance on
Management.
We believe that our present management has the experience and
ability to successfully implement our business plans for the
foreseeable future. However, it is likely that we will
continue to add to our management and therefore will recruit
additional persons to key management positions in the
future. Should we be unsuccessful in recruiting persons
to fill the key positions or in the event any of these individuals
should cease to be affiliated with us for any reason before
qualified replacements can be hired, there could be material
adverse effects on our business and prospects. Each
officer, director, and other key personnel has or will have an
employment agreement with us which will contain provisions dealing
with confidentiality of trade secrets, ownership of patents,
copyrights and other work product, and
non-competition.
Nonetheless, there can be no assurance that these personnel
will remain employed for the entire duration of the respective
terms of such agreements or that any employee will not breach
covenants and obligations owed to us. In addition, all
management decisions will be made exclusively by our officers and
directors. Investors will only have rights associated
with minority ownership interest rights to make decisions that
affect the Company. Our success, to a large extent, will
depend on the quality of our directors, officers and senior
management.
Inability to Attract and Retain Qualified Personnel.
Our future success depends in significant part on its ability to
attract and retain key management, technical and marketing
personnel. Competition for highly qualified
professional, technical, business development, and management and
marketing personnel is intense. We may experience
difficulty in attracting new personnel, may not be able to hire the
necessary personnel to implement our business strategy, or we may
need to pay higher compensation for employees than we currently
expect. A shortage in the availability of required
personnel could limit our ability to grow. We cannot
assure you that we will succeed in attracting and retaining the
personnel we need to grow.
Inability to Manage Rapid Growth.
We expect to grow rapidly. Rapid growth often places
considerable operational, managerial and financial strain on a
business. To successfully manage rapid growth, we must
accurately project its rate of growth and:
|
●
|
Rapidly
improve, upgrade and expand our business
infrastructure;
|
|
●
|
Deliver
our product and services on a timely basis;
|
|
●
|
Maintain
levels of service expected by clients and customers;
|
|
●
|
Maintain
appropriate levels of staffing;
|
|
●
|
Maintain
adequate levels of liquidity; and
|
|
●
|
Expand
and upgrade our technology, transaction processing systems and
network hardware or software or find third parties to provide these
services.
|
Our business will suffer if we are unable to successfully manage
our growth.
Dividend Policy.
There can be no assurance that our operations will result in future
significant revenues or any level of profitability. We
have not, and do not, anticipate paying cash dividends on our
Common Stock in the foreseeable future. We plan to
retain all future earnings and cash flows, if any, to finance our
operations and for general corporate purposes. Any
future determination as to the payment of cash dividends will be at
our Board of Directors’ discretion and will depend on our
financial condition, operating results, current and anticipated
cash needs, plans for expansion and other factors that our Board of
Directors considers relevant.
Conflicts of Interest.
Existing and future officers and directors may have other interests
to which they devote time, either individually or through
partnerships and corporations in which they have an interest, hold
an office, or serve on boards of directors, and each may continue
to do so. As a result, certain conflicts of interest may
exist between the Company and its officers and/or directors that
may not be susceptible to resolution. All potential
conflicts of interest will be resolved only through exercise by the
directors of such judgment as is consistent with their fiduciary
duties to the Company, and it is the intention of management to
minimize any potential conflicts of interest.
16
Loss of Services of Key Members of Our Senior Management
Team.
Our future success depends in a large part upon the continued
services of key members of our senior management
team.
These persons are critical to the overall management of AfterMaster
as well as the development of our technology, our culture and our
strategic direction. We do not maintain any key-person
life insurance policies. The loss of any of our
management or key personnel could seriously harm our
business.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. DESCRIPTION OF PROPERTIES.
We lease offices in Hollywood, California (located at 6671 Sunset
Blvd., Suite 1520, 1518 and 1550, Hollywood, California, 90028) for
corporate, research, engineering and mastering services. The lease
expires on December 31, 2017. The total lease expense
for the facility is approximately $15,375 per month, and the total
remaining obligations under these leases at June 30, 2016, were
approximately $295,207.
We lease a warehouse space located at 8260 E Gelding Drive, Suite
102, Scottsdale, Arizona, 85260. The lease expires on
February 28, 2019. The total lease expense for the
facility is approximately $1,821 per month, and the total remaining
obligations under these leases at June 30, 2016 were approximately
$62,150
We lease corporate offices located at 7825 E Gelding Drive, Suite
101, Scottsdale, Arizona, 85260. The lease expires on
April 30, 2021. The total lease expense for the facility
is approximately $7,148 per month, and the total
remaining obligations under these leases at June 30, 2016 were
approximately $458,901
ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
On August 28, 2015, the Company held a special meeting of the
shareholders. At the meeting, the shareholders approved (i) an
amendment to the Company’s Certificate of Incorporation to
increase the Company’s authorized common stock, par value
$0.001, from one hundred million (100,000,000) to two hundred and
fifty million (250,000,000) shares, (ii) authorizing the
Company’s
Board of Directors to amend the Company’s Certificate of
Incorporation to effect a reverse stock split of the
Company’s common stock at the discretion of the Board of
Directors, at a ratio of three (3) shares of pre-split common stock
into one (1) shares of common stock, and (iii) an amendment to the
Company’s Certificate of Incorporation to change the name of
the Company from Studio One Media, Inc. to AfterMaster, Inc. The
Company has no current plans to reverse stock split its
shares.
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Market Information
AfterMaster’s Common Stock is traded on the Over-The-Counter
Bulletin Board System (OTCBB) under the symbol
“AFTM”. The following table sets forth the
range of high and low bid quotations for each fiscal quarter for
the last two fiscal years. These quotations reflect
inter-dealer prices without retail mark-up, markdown, or
commissions and may not necessarily represent actual
transactions.
17
For
the Fiscal Year Ending on June 30, 2016
|
High
|
Low
|
Quarter
Ended June 30, 2016
|
0.51
|
0.34
|
Quarter
Ended March 31, 2016
|
0.54
|
0.33
|
Quarter
Ended December 31, 2015
|
0.87
|
0.40
|
Quarter
Ended September 30, 2015
|
0.70
|
0.40
|
For
the Fiscal Year Ending on June 30, 2015
|
High
|
Low
|
Quarter
Ended June 30, 2015
|
0.92
|
0.51
|
Quarter
Ended March 31, 2015
|
0.83
|
0.56
|
Quarter
Ended December 31, 2014
|
0.94
|
0.42
|
Quarter
Ended September 30, 2014
|
0.45
|
0.21
|
Stockholders
As of June 30, 2016, the number of stockholders of record according
to our transfer agent was approximately 602. Because many of
our shares are held by brokers and other institutions on behalf of
shareholders, we are unable to estimate the total number of
stockholders represented by these record
holders. Consequently, the actual number of stockholders
of record as of the date of this Report was not available. The
Company believes, however, that it has approximately 1,500
stockholders in total.
Dividends
The Company has paid no dividends on its Common Stock since its
inception and does not anticipate or contemplate paying cash
dividends in the foreseeable future.
Pursuant to the terms of our Series A Convertible Preferred Stock,
a 5% annual dividend is due and owing. Pursuant to the terms of our
Series B Convertible Preferred Stock, an 8% annual dividend is due
and owing. Pursuant to the terms of our Series A-1
Senior Convertible Redeemable Preferred Stock, a 6% annual dividend
is due and owing. As of June 30, 2016, we had not
declared dividends on Series A, Series B or its Series A-1
Preferred Stock. We have, however, for those shares of
Series A-1 Preferred Stock that were converted, calculated the
dividends through the date of conversion and issued shares of
common stock in payment of those dividends. The unpaid
cumulative dividends totaled approximant $724,176. See
Note 6 of Notes to Consolidated Financial
Statements.
Supplemental Disclosure of Non-Cash Investing and Financing
Activities for Fiscal Years 2016 and 2015
Fiscal Year 2016
During fiscal year ended June 30, 2016, the Company issued
2,667,919 shares of Common Stock for the conversion of notes and
accrued interest valued at $446,757.
The Company also issued 200,000 shares of Common Stock for the
conversion of 100,000 shares of Series A-1 Preferred
Stock and issued
59,326 shares of Common Stock of payment of $26,769 in accrued
dividends.
The Company also issued 26,000 shares of Common Stock as incentive
to notes valued at $10,284 and recorded $22,375 in beneficial
conversion features related to new issuances of debt.
The Company issued 496,137 shares of Common Stock as payment for
services and rent valued at $225,413.
As share-based compensation to employees and non-employees, the
Company issued 812,804 shares of common stock valued at $364,851,
based on the market price of the stock on the date of issuance. As
interest expense on outstanding notes payable, the Company issued
1,704,803 shares of common stock valued at $762,076 based on the
market price on the date of issuance.
18
Fiscal Year 2015
During fiscal year ended June 30, 2015, the Company 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 5,889,105 shares of Common Stock for the
conversion of notes and accrued interest valued at
$743,085.
The Company also issued 160,000 shares of Common Stock for the
conversion of 80,000 shares of
Series A-1 Preferred Stock and issued 54,119 shares of Common Stock of
payment of $43,772 in accrued dividends.
The Company issued 385,221 shares of Common Stock as payment for
services and rent valued at $166,358.
As share-based compensation to employees and non-employees, the
Company issued 2,934,804 shares of common stock valued at
$1,030,940, based on the market price of the stock on the date of
issuance. As interest expense on outstanding notes payable, the
Company issued 2,700,046 shares of common stock valued at
$1,742,051 based on the market price on the date of
issuance
ITEM 6 - SELECTED FINANCIAL DATA.
Not required by Form 10-K for smaller reporting
companies.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
|
|
|
|
|
|
Revenues
|
|
|
|
Year
Ended
|
|
|
June
30,
|
|
|
2016
|
2015
|
Session
Revenues
|
$-
|
$11,030
|
AfterMaster
Revenues
|
118,226
|
91,570
|
Licensing
Revenues
|
1,800,000
|
200,000
|
Total
Revenues
|
$1,918,226
|
$302,600
|
|
|
|
We currently generate revenue from our operations through two
activities: AfterMaster revenues, and licensing
revenues.
AfterMaster revenues are generated primarily from AfterMaster audio
services provided to producers and artists on a contract basis. We
hope this source of revenue grows in coming years, and the Company
is expecting to generate additional revenues in this category from
on-line mastering downloads and the development of the AfterMaster
software algorithm and chip, although such growth and additional
revenues are not assured and may not occur. AfterMaster revenues
for the fiscal year ended June 30, 2016, increased to $118,226, as
compared to $91,570 for the comparable fiscal year ended June 30,
2015, the increases were due primarily to an increase in the
mastering and remastering of music and licensing by our
customers.
Licensing revenues are generated by licensing certain technologies,
intellectual property, and patents to third parties. Our
licensing revenues increased to $1,800,000 during the fiscal year
ended June 30, 2016, as compared to the $200,000 for the comparable
fiscal year ended June 30, 2015, due primarily to a licensing
contract with bBooth.
The company had no session revenues for the fiscal year ended June
30, 2016 due to the company no longer operating using the MyStudio
Module.
In the aggregate, total Company revenues increased to $1,918,226
for the year ended June 30, 2016, as compared to total revenues of
$302,600 for the year ended June 30, 2015, due to an increase in
licensing revenues.
19
Cost of Revenues
|
|
|
|
|
|
|
Year
Ended
|
|
|
June
30,
|
|
|
2016
|
2015
|
Cost of
Revenues (excluding depreciation and amortization) $
|
484,507
|
$306,868
|
Cost
of revenues consists primarily of AfterMaster Studio Rent,
Consultants, and Internet connectivity and excludes depreciation
and amortization. The increase in cost of sales for the fiscal year
ended June 30, 2016 over the comparable fiscal year is attributable
primarily, to the Company hiring senior engineers, and the company
leasing additional space at the Company’s Hollywood location
for a new recording studio.
Other Operating Expenses
|
|
|
|
|
|
|
Year
Ended
|
|
|
June
30,
|
|
|
2016
|
2015
|
Depreciation
and Amortization Expense
|
$83,620
|
$67,414
|
Research
and Development
|
386,949
|
67,742
|
Advertising
and Promotion Expense
|
366,740
|
1,389
|
Legal
and Professional Expense
|
377,047
|
303,847
|
Non-Cash
Consulting Expense
|
4,119,978
|
3,692,992
|
General
and Administrative Expenses
|
3,590,584
|
2,890,856
|
Total
|
$8,924,918
|
$7,024,240
|
|
|
|
General and Administrative expenses consist primarily of
compensation and related costs for our staff, finance, human
resources, investor relations, public relations, information
technology personnel and rent and
facilities. During the fiscal year ended
June 30, 2016, General and
Administrative expenses increased by $699,728. The increase is
mostly due to the increase in cash and non-cash consulting
fees,
During the fiscal year ended
June 30, 2016, Research and
Development costs increased by $319,207, Advertising and Promotion
increased by $365,351, Legal and Professional fees increased by
$73,200 and Non-Cash Warrant and Stock for Services fees increased
by $426,986, as compared to fiscal year ended
June 30, 2016. The increases in
Research and Development and Advertising and Promotion are
primarily due to the design, development and marketing of its
Aftermaster Pro consumer hardware product. The Non-Cash Warrant and
Stock for Services fees increased over the fiscal year ended June
30, 2016 $426,986 primarily due to a full
year of warrant amortization of $3,168,153 for warrants issued for
Justin Timberlake in 2014.
Other Income (Expense)
|
|
|
|
Year
Ended
|
|
|
June
30,
|
|
|
2016
|
2015
|
Interest
Expense
|
$(967,721)
|
$(2,401,761)
|
Derivative
Expense
|
-
|
(524,518)
|
Change in Fair
Value of Derivative
|
4,376,281
|
(1,545,181)
|
Loss
on Available for Sale Securities
|
(1,770,000)
|
-
|
Gain
on Extinguishment of Debt
|
232,894
|
319,650
|
Total
|
$1,871,454
|
$(4,151,810)
|
20
The other income (expense) during the fiscal year ended June 30,
2016, totaled $1,871,454 consisted almost entirely of interest,
derivative expense and loss on available for sale securities
off-set by change in fair value of derivatives. During
the comparable period in 2015, other income (expense) totaled
($4,151,810). Interest expense has decreased primarily
due to a decrease in non-cash interest expense relating to warrants
attached to recent debt discount. These additional
borrowings have been used in the development of the AfterMaster
HD.
Net Income (Loss)
|
|
|
|
Year
Ended
|
|
|
June
30,
|
|
|
2016
|
2015
|
Net
Income (Loss) $
|
(5,619,745)
|
$(11,180,318)
|
Due to the Company’s cash position, we use our Common Stock
and warrants to pay many employees, vendors and consultants as well
as to raise capital through incentives attached to our debt
offerings. 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” and ASC
505-50 “Equity
Based Payments to Non-employees”, these non-cash
issuances are expensed at the equity instruments fair market
value. Absent these large stock-based compensation of
$1,377,442 and $2,527,056 and fair value of derivatives of
$4,376,281 and ($1,545,181) for the fiscal years ended June 30,
2016 and 2015, our net income (loss) would have been $133,978 and
($10,198,443) for fiscal years ended June 30, 2016 and 2015,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company had revenues of $1,918,226 during the fiscal year ended
June 30, 2016 as compared to $302,600 in the comparable period in
2015. The Company an accumulated deficit of
$63,785,192. At June 30, 2016, the Company had negative
working capital of $5,094,154, which was a increase in working
capital of $7,933,621 from June 30, 2015.
The Company had cash of $394,325 as of June 30, 2016, as compared
to $2,185,702 as of June 30, 2015. The company entering
into twenty-five (25) Share Purchase Agreements with individual
accredited investors and seven (7) conversions of warrants
resulting in net proceeds of $2,403,304 to the Company compared to
one hundred forty-nine (149) Share Purchase Agreements with
individual accredited investors and two (2) conversions of warrants
resulting in net proceeds of $4,551,632 to the Company from the
prior year. This amount was partially offset by operational costs,
purchases of assets, and payments of obligations from convertible
notes, notes, and lease payables.
The Company had prepaid expense of $1,097,036 as of June 30, 2016,
as compared to $4,411,296 as of June 30, 2015. The
decrease is due to the Company amortizing the prepaid expenses
totaling $3,485,635 over the year ended June 30, 2016, partially
offset by the issuance of four consulting agreements entered into
in the current year.
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, 2016, 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.
21
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.
CRITICAL ACCOUNTING POLICIES
Revenue Recognition
The Company applies the provisions of FASB ASC 605, “Revenue
Recognition in Financial Statements,” which provides guidance
on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. ASC 605 outlines the basic
criteria that must be met to recognize revenue and provides
guidance for disclosure related to revenue recognition policies. In
general, the Company recognizes revenue related to goods and
services provided when (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or services have been rendered,
(iii) the fee is fixed or determinable, and (iv) collectability is
reasonably assured.
The Company's revenues are generated from AfterMaster products and
services, and licensing fees. Revenues related to
licensing fees generated per a term sheet with bBooth are recorded
when payment is received as there is no current executed agreement
in place and the term of use is indefinite, pursuant to which
bBooth agreed to acquire exclusive rights to license certain
technologies, intellectual property, and patents from
AfterMaster.
Long-lived Assets –
Long-lived tangible assets and definite-lived intangible assets are
reviewed for possible impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets may
not be recoverable. The Company uses an estimate of undiscounted
future net cash flows of the assets over the remaining useful lives
in determining whether the carrying value of the assets is
recoverable. If the carrying values of the assets exceed the
expected future cash flows of the assets, the Company recognizes an
impairment loss equal to the difference between the carrying values
of the assets and their estimated fair values. Impairment of
long-lived assets is assessed at the lowest levels for which there
are identifiable cash flows that are independent from other groups
of assets. The evaluation of long-lived assets requires the Company
to use estimates.
Stock-based Compensation – The Company follows the provisions
of FASB ASC 718, “Share-Based Payment,” which requires
all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on
their fair values. Equity instruments issued to non-employees for
goods or services are accounted for at fair value and are marked to
market until service is complete or a performance commitment date
is reached, whichever is earlier. The Company uses the
Black-Scholes pricing model for determining the fair value of
stock-based compensation. The Company also follows the provisions
of FASB ASC 505-50, “Equity-Based Payments to
Non-Employees,” which addresses the accounting and reporting
for both the issuer (that is, the purchaser or grantor) and
recipient (that is, the goods or service provider or grantee) for a
subset of share-based payment transactions.
Convertible Securities and Derivatives – The Company estimates the fair values of the
debt and warrants, and allocates the proceeds pro rata based on
these values. The allocation of proceeds to the warrants
results in the debt instrument being recorded at a discount from
the face amount of the debt and the value allocated to the warrant
is recorded to additional paid-in capital.
When the convertible debt or equity instruments contain embedded
derivative instruments that are to be bifurcated and accounted for
as liabilities, the total proceeds from the convertible host
instruments are first allocated to the bifurcated derivative
instruments. The remaining proceeds, if any, are then
allocated to the convertible instruments themselves, resulting in
those instruments being recorded at a discount from their face
value.
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.
22
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. 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
Company again used this sequencing policy, all instruments
convertible into common stock, including warrants and the
conversion feature of notes payable, issued subsequent to May 10,
2016 until the note was converted on May 20, 2016 were 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Not required for smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements as of and for the fiscal year ended June
30, 2016 and June 30, 2015 have been audited to the extent
indicated in the report by Sadler, Gibb & Associates,
independent certified public accountants, and have been prepared in
accordance with generally accepted accounting principles and
pursuant to Regulation S-X as promulgated by the
SEC.
The aforementioned financial statements are presented in a separate
section of this Report following Part IV.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. 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.
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 June 30, 2016 and June 30, 2015, 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, the company
has 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.
Management Annual Report on 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, 2016 and June 30, 2015, 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 June 30, 2016 and June 30, 2015 were
not effective, based on COSO’s framework.
23
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.
This Annual Report does not include attestation reports of the
Company’s registered public accounting firms regarding
internal controls over financial reporting. Management’s
report was not subject to attestation by the Company’s
registered public accounting firm pursuant to rules of the
Securities and Exchange Commission that permit the Company to
provide only management’s report in this Annual
Report.
Changes in Internal Control over Financial Reporting
On July 27, 2015, the Board appointed David L. Reynolds to its
Board of Directors and to the position of Chairman of the
Company’s Audit Committee.
On August 28, 2015, Frank Perrotti resigned as Chairman and
Director of AfterMaster, Inc. (the “Company”), Preston
Shea resigned as President, Secretary and Director of the Company,
and Barry Goldwater resigned as Director of the Company, all to
pursue other business opportunities. The Company thanks Messrs. Mr.
Perrotti, Goldwater and Shea for their service to the Company. Mr.
Perrotti will serve on the Company’s Advisory
Board.
Also on August 28, 2015, the Company’s Board of Directors
appointed (i) Lawrence Ryckman as President, Chief Executive
Officer (CEO), Interim Chairman and Director of the Company. Mr.
Ryckman was appointed as a Director to fill one of the vacancies
left by the Director resignations described above, and (ii) Mirella
Chavez was appointed as Treasurer and Secretary of the
Company.
On September 23, 2015, Lawrence Ryckman resigned as interim
Chairman of the Board of Directors of Studio One Media, Inc. (the
“Company”) only. Mr. Ryckman became interim Chairman on
August 28, 2015, and upon his resignation from that position, Mr.
Ryckman remains President, CEO, and a member of the Board of
Directors of the Company.
On September 23, 2015, the Company’s Board of Directors of
the Company appointed Robert Kite as a member of the
Company’s Board of Directors to fill a vacancy on the
Board. Mr. Kite was also appointed Chairman of the Board
of Directors.
The Board of Directors (the “Board”)
of AfterMaster, Inc. (the “Registrant”)
received written notice of the resignation, effective December 1,
2015, of David Reynolds and
Robert Kite as directors and officers of AfterMaster, Inc. (the
“Company”) to pursue other business
opportunities.
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. Ryckman was
appointed as interim Chairman to fill one of the vacancies left by
one of the Director resignations described above. Mr. Depew was
appointed Senior Vice President, Finance.
Except as set forth above, there were no changes in our internal
control over financial reporting that occurred during the period
covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
24
PART III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The directors and executive officers of the Company as of June 30,
2016 were as follows:
Name
|
Age
|
Position
|
|
|
|
Lawrence G. Ryckman
|
57
|
Director, President, CEO, Chairman
|
Mirella Chavez
|
31
|
CFO, Director, Secretary, Treasurer
|
Mark Depew
|
54
|
Director, Senior Vice President Finance
|
Arnie Weintraub
|
73
|
Director
|
Sheldon Yakus
|
71
|
Vice President
|
Aaron Ryckman
|
29
|
SVP Business Development
|
Matthew R. Long
|
50
|
Vice President
|
The directors and officers of our wholly-owned operating
subsidiary, MyStudio, Inc., at June 30, 2016 were:
Name
|
Age
|
Position
|
|
|
|
Lawrence G. Ryckman
|
57
|
Director, President, CEO, Secretary
|
The directors and officers of our wholly-owned operating
subsidiary, AfterMaster HD Audio Labs, Inc., at June 30, 2016
were:
Name
|
Age
|
Position
|
|
|
|
Lawrence G. Ryckman
|
57
|
Director, President, CEO, Secretary
|
The significant Employees of the Company as of June 30, 2016 were
as follows:
Name
|
Position
|
|
|
Aaron Ryckman
|
SVP Business Development
|
Sheldon Yakus
|
Senior Vice President, Engineering
|
Matthew R. Long
|
Vice President, Video Production and Engineering
|
Ron Gillyard
|
Senior Vice President of Music and Marketing
|
Paul Wolff
|
Senior Vice President of Product Development
|
Pete Doell
|
Senior Mastering Engineer
|
Ari Blitz
|
Senior Engineer
|
Directors serve until the next annual meeting or until their
successors are qualified and elected. Officers serve at the
discretion of the Board of Directors.
Lawrence (Larry) Ryckman is a Director and President and CEO of the
Company. Mr. Ryckman was the Founder, President & CEO of
AfterMaster HD Audio, Inc. and MyStudio, Inc., both wholly-owned
subsidiaries of AfterMaster, Inc. He is an award-winning businessman with extensive experience in
the music, audio and entertainment industries. He served as
President & CEO of American Artists, Inc., a film, video and
music production and distribution company; as Owner and President
of the Calgary Stampeder Football Club of the Canadian Football
League; and was Co-Founder, President & CEO of QSound, Inc.,
which develops proprietary audio technologies for the entertainment
industry. QSound grew from a start-up to a NASDAQ-listed,
internationally recognized participant in the entertainment audio
technology industry with numerous patents. His personal mastering
and corporate mixing credits include some of the most popular
artists including Lady Gaga, Madonna, Michael Jackson, Sting and
many others. Mr. Ryckman has negotiated partnerships with many
national and international companies including ON Semiconductor,
Simon Cowell’s “The X-Factor, Mark Burnett Productions,
Guitar Center, JVC, Nintendo, Coca-Cola, Hard Rock International
and the GRAMMY Foundation.
25
Sheldon “Shelly” Yakus is Senior Vice President, Audio
Engineering. He is a renowned music producer, audio
engineer/mixer and recording studio designer. He has engineered and
mixed recordings for some of the world’s best known artists
including John Lennon, Stevie Nicks, Alice Cooper, Van Morrison,
Tom Petty, Dire Straits, Blue Oyster Cult, Bob Seger, Amy Grant,
Don Henley, U2 and Madonna. Known as “Golden Ears,” he
is also widely respected for his expertise in recording studio
design and acoustics. Mr. Yakus co-designed, equipped and
supervised construction of the industry leading A&M Music
recording studios in Los Angeles and served as vice-president of
A&M studios. He was previously vice president of the Record
Plant recording studios in New York and a partner at Tongue and
Groove Studios in Philadelphia. The music that Mr. Yakus has
engineered, produced or mixed has grossed over a billion dollars in
sales and in 1999 he was nominated for induction into the Rock and
Roll Hall of Fame. Mr. Yakus’ career and accomplishments are
widely covered in publications such as Rolling
Stone, Mix
Magazine, Audio Engineer
and Spin .
Mirella Chavez is Chief
Financial Officer, Secretary and Treasurer of the Company. Ms.
Chavez has a Bachelor of Science in Accounting and Marketing from
DeVry University. She has been with AfterMaster, Inc.
since October 2006.
Paul Wolff is Senior Vice
President of Product Development. Paul has been intimately involved
in the professional music and audio industries as an audio engineer
and product designer and manufacturer of professional audio
products for more than 35 years. He is known within the industry as
an expert in engineering, electronic design, DSP processing,
mechanical design and packaging for the audio industry. Paul owned
and operated two highly coveted and successful audio product
companies, API Audio and Tonelux. At API Audio, Paul designed,
manufactured and marketed API’s legendary recording/mixing
consoles to recording studios and production facilities worldwide.
At Tonelux, Paul was responsible for the conceptual design,
physical design, marketing and manufacturing of some of the
world’s best sounding and most coveted audio recording and
processing hardware components used in high end recording studios
(equalizers, compressors, mixers, consoles, etc.). His equipment
and technologies have been used in many of the world’s top
recording and engineering studios for the production of hundreds of
hit records.
Ron Gillyard is the Senior Vice
President of Music and Marketing. A GRAMMY award winner, Ron
Gillyard is a highly respected music industry veteran who has
experience in all aspects of the music industry. Ron was formerly
President of Urban Music at Interscope Records, Head of Urban Music
at Clive Davis’, J Records and General Manager of Bad Boy
Entertainment and Motown. Over the course of his career, Ron has
worked with such artists as Stevie Wonder, Alicia Keys, Mary J.
Blige, Sean “Diddy” Combs, 50 Cent and
Eminem.
Peter Doell is one of the most talented and best known
mastering engineers in the world. Pete has more than 35
years of experience and has mastered and engineered hundreds of
chart-topping records, film scores and TV spots. Doell has served
as a first-call engineer with some of the most prestigious and
acclaimed studios including Universal Mastering, Sunset Sound,
Capitol Studios, and Sony Pictures. Some of Doell’s
credits include: Josh Groban, Frank Sinatra, Kurupt, John Waite,
Glenn Frye, Celine Dion, Dave Coz, Miss Saigon, Miles Davis, Brian
McKnight, Toto, Dwight Yoakam, Marilyn Manson, Los Lobos, Harry
Connick Jr., The Beach Boys, Dashboard Confessional, Willie Nelson
and Sheryl Crow. He has also worked on feature film scores
including Road To Perdition
and Black Hawk Down, and
mastered the music for prominent TV productions such as American
Idol and The Voice.
Matthew R. Long is Vice
President, Video Production and Engineering. Matt is an
Emmy Award winner and has enjoyed an extensive career as a
producer, director, editor, director of photography and writer for
television, feature film and video productions. Mr. Long
is responsible for developing, producing and managing AfterMaster
technology with film and video content.
26
Indemnification of Directors and Officers
The Certificate of Incorporation and Bylaws of the Company provide
that the Company will indemnify and advance expenses, to the
fullest extent permitted by the Delaware General Corporation Law,
to each person who is or was a director, officer or agent of the
Company, or who serves or served any other enterprise or
organization at the request of the Company (an
“Indemnitee”). Under Delaware law, to the
extent that an Indemnitee is successful on the merits of a suit or
proceeding brought against him or her by reason of the fact that he
or she was a director, officer or agent of the Company, or serves
or served any other enterprise or organization at the request of
the Company, the Company will indemnify him or her against expenses
(including attorneys’ fees) actually and reasonably incurred
in connection with such action. If unsuccessful in
defense of a third-party civil suit or a criminal suit, or if such
a suit is settled, an Indemnitee may be indemnified under Delaware
law against both (i) expenses, including attorneys’ fees, and
(ii) judgments, fines and amounts paid in settlement if he or she
acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Company,
and, with respect to any criminal action, had no reasonable cause
to believe his other conduct was unlawful. If
unsuccessful in defense of a suit brought by or in the right of the
Company, where the suit is settled, an Indemnitee may be
indemnified under Delaware law only against expenses (including
attorneys’ fees) actually and reasonably incurred in the
defense or settlement of the suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Company except that if the
Indemnitee is adjudged to be liable for negligence or misconduct in
the performance of his or her duty to the Company, he or she cannot
be made whole even for expenses unless a court determines that he
or she is fully and reasonably entitled to indemnification for such
expenses. Also under Delaware law, expenses incurred by
an officer or director in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of the
final disposition of the suit, action or proceeding upon receipt of
an undertaking by or on behalf of the officer or director to repay
such amount if it is ultimately determined that he or she is not
entitled to be indemnified by the Company. The Company
may also advance expenses incurred by other employees and agents of
the Company upon such terms and conditions, if any, that the Board
of Directors of the Company deems appropriate. Insofar
as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, in the opinion of the
Commission, such indemnification is against public policy as
expressed in Delaware law and is therefore
unenforceable.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act, requires the Company’s
directors and named executive officers, and persons who
beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership of
our common stock and our other equity securities with the SEC.
Based on a review of the public record, we believe that during the
year ended June 30, 2016 all current Officers and Directors have
file the required reports on a timely basis under Section 16(a) of
the Exchange Act.
Code of Ethics
The Company maintains a Code of Ethics (the “Code”)
that was filed as Exhibit 14 with its Annual Report on Form 10-KSB
for 2004 filed on November 15, 2004. The Code applies to
the Chief Executive, financial and accounting officers, controller
and persons performing similar functions. If the Company
amends the Code or grants a waiver from the Code with respect to
the foregoing persons, it will post that amendment or waiver on its
website.
Audit Committee
The Company’s Audit Committee consists of Arnie Weintraub and
Mark Depew. Neither of those members has been designated by the
Board or the Audit Committee as an “audit committee financial
expert.” The Board is seeking to fill a board seat
with an independent Board member that would fulfill that
qualification.
27
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the total compensation earned by or
paid to the Company’s officers for the last two fiscal
years.
Long Term Compensation
|
||||||||
Annual Compensation
|
|
Awards
|
|
|
Payouts
|
|
|
|
Name and Principal Position
|
Fiscal Year
|
Salary ($)
|
Bonus ($)
|
Other Annual Compensation ($)
|
Restricted Stock Awards ($)
|
Underlying Options/Shares ($)
|
LTIP Payout ($)
|
All Other Compensation ($)
|
Lawrence G. Ryckman, Director, President, CEO,
Chairman
|
2016
|
$256,109
|
$200,000
|
$-
|
$64,659
|
$-
|
|
|
|
2015
|
$243,465
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
Mirella Chavez CFO, Director, Secretary, Treasurer
|
2016
|
$80,000
|
$-
|
$-
|
$137,834
|
$-
|
$-
|
$-
|
|
2015
|
$80,000
|
$-
|
$-
|
$106,527
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
Mark
Depew Director, Senior Vice President
Finance
|
2016
|
$70,000
|
$-
|
$-
|
$44,589
|
$-
|
$-
|
$-
|
|
2015
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
Sheldon Yakus, Vice President
|
2016
|
$120,000
|
$-
|
$-
|
$-
|
$-
|
|
$766
|
|
2015
|
$88,167
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
Matthew R. Long, Vice President
|
2016
|
$38,783
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
|
2015
|
$4,500
|
$-
|
$-
|
$-
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
Preston J. Shea, Former President, Former Secretary, Former
Director
|
2016
|
$-
|
$-
|
$-
|
$7,900
|
$-
|
$-
|
$-
|
|
2015
|
$-
|
$-
|
$-
|
$94,130
|
$-
|
$-
|
$-
|
|
|
|
|
|
|
|
|
|
Kennth Pinckard, Former Vice-President, Former Treaurer, Former
Director
|
2016
|
$-
|
$-
|
$-
|
$3,615
|
$-
|
$-
|
$-
|
|
2015
|
$2,500
|
$-
|
$-
|
$94,130
|
$-
|
$-
|
$-
|
28
Outstanding Equity Awards at Fiscal Year-End
|
|||||||||
Name
|
Option Awards
|
Stock Awards
|
|||||||
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that have not Vested (#)
|
Market
Value of Shares or Units of Stock that have not Vested
($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights that have not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or Other Rights that have not Vested ($)
|
|
|
|
|
|
|
|
|
|
|
Lawrence
G. Ryckman
|
500,000
|
|
-
|
0.2
|
09/11/24
|
-
|
-
|
-
|
-
|
|
200,000
|
-
|
-
|
0.2
|
04/05/26
|
-
|
-
|
-
|
-
|
|
2,000,000
|
|
|
0.2
|
10/01/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Justin
Timberlake
|
10,579,655
|
-
|
-
|
0.18
|
11/01/24
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Sheldon
Yakus
|
1,000,000
|
|
|
0.45
|
12/18/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Depew
|
2,000,000
|
|
|
0.2
|
07/01/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barry
M. Goldwater Jr.
|
50,000
|
|
|
0.2
|
08/29/22
|
|
|
|
|
|
75,000
|
|
|
0.2
|
11/18/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preston
J. Shea
|
50,000
|
|
|
0.2
|
08/29/22
|
|
|
|
|
|
75,000
|
|
|
0.2
|
11/18/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
R. Pinckard
|
300,000
|
100,000
|
|
0.2
|
09/11/23
|
|
|
|
|
|
150,000
|
|
|
0.2
|
04/05/26
|
|
|
|
|
29
Compensation of Directors
Our non-employee Directors receive reimbursement for expenses of
attendance for each scheduled meeting that requires physical
attendance. Effective July 1, 2010, each Director
receives restricted common shares valued at the greater of (i)
fifteen thousand (15,000) shares of Common Stock, or (ii) such
number of shares as shall be determined by dividing the sum of
fifteen thousand dollars ($15,000) by the per share price
calculated at seventy five percent (75%) of the average of the
closing prices of the Company’s Common Stock for the ten (10)
trading days prior to the date such payment is due, for each
quarter year service to the Company. Compensation for
our directors for our last completed fiscal year is set forth
below, with the exception of Directors who are also Officers whose
compensation is disclosed above.
Director Compensation
|
|||||||
Name
|
Fees Earned or Paid in Cash ($)
|
Stock Awards ($)
|
Option Awards ($)
|
Non-Equity Incentive Plan Compensation ($)
|
Non-Qualified Deferred Compensation Earnings ($)
|
All Other Compensation ($)
|
Total ($)
|
Arnie
Weintraub
|
$-
|
$44,589
|
$-
|
$-
|
$-
|
$-
|
$44,589
|
|
|
|
|
|
|
|
|
Barry
M. Goldwater Jr.
|
$-
|
$7,900
|
$-
|
$-
|
$-
|
$-
|
$7,900
|
|
|
|
|
|
|
|
|
Frank
Perrotti, Jr.
|
$-
|
$7,900
|
$-
|
$-
|
$-
|
$-
|
$ 7,900
|
|
|
|
|
|
|
|
|
David
Reynold
|
$-
|
$24,007
|
$-
|
$-
|
$-
|
$-
|
$ 24,007
|
|
|
|
|
|
|
|
|
Robert
Kite
|
$-
|
$15,105
|
$-
|
$-
|
$-
|
$-
|
$ 15,105
|
Employment and Related Agreements
The Company has no employment agreements with any of its current
management.
Change in Control
The Company is not aware of any arrangements which may result in a
change in control of the Company.
Equity Compensation Plans
As of June 30, 2016 our equity compensation plans were as
follows:
2009 Long-Term Stock Incentive Plan
On June 10, 2009, the Board of Directors approved the 2009
Long-Term Stock Incentive Plan (the “2009
Plan”). The purpose of the 2009 Plan was 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 Plan was 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 was reserved for issuance under
stock options to be issued under the 2009 Plan. The Plan
permits the grant of Incentive Stock Options, Non-Statutory Stock
Options and Restricted Stock Awards. The 2009 Plan is
administered by the Board of Directors or, at its direction, the
Compensation Committee comprised of officers of the
Company. As of June 30, 2011, the Company had
granted options to fifteen employees to purchase, in the aggregate,
727,000 shares of the Company’s Common Stock. The
exercise period for each of the grants was two to five years from
the date of grant and the average exercise price was
$0.88. During the year ended June 30, 2010, one employee
exercised the option to purchase 28,571 shares for
$10,000. During the year ended June 30, 2011, one
employee exercised the option to purchase 20,000 shares for
$10,400, or $0.52 per share. During the year ended June 30,
2013, 85,000 shares expired. No Grants were made under the Plan
during the fiscal year ended June 30, 2013. During the year
ended June 30, 2014, 257,000 shares expired and 25,000 Grants were
made under the Plan. The number of unexercised, outstanding
options at June 30, 2014 was 381,429 at an average exercise price
of $0.87 per share. During the year ended
June 30, 2015, 301,429 shares expired and 0 Grants were made under
the Plan. The number of unexercised, outstanding options at
June 30, 2015 was 80,000 at an average exercise price of $0.66 per
share. During the year ended
June 30, 2016, 812,804 shares expired and 0 Grants were made under
the Plan. The number of unexercised, outstanding options at
June 30, 2016 was 25,000 at an average exercise price of $0.15 per
share.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth certain information, as of June 30,
2016, concerning shares of the Company’s Common Stock held by
(1) each stockholder known to own beneficially more than five
percent of any class of the Company’s voting securities as of
June 30, 2016, with the number of outstanding common shares at
102,133,344 at such time, (A) each of the Company’s
directors, (B) each of the executive officers, and (C) all of the
directors and executive officers as a group:
30
Title of Class
|
Beneficial Owner
|
Title of Class
|
Number of Shares
|
Percent of Class (1)
|
Common
|
Mirella Chavez
|
Direct (C)
|
1,382,860
|
1.35%
|
|
6323 W Desert Hills Dr.
|
|
|
|
|
Glendale, AZ 85304
|
|
|
|
|
|
|
|
|
Common
|
Barry M. Goldwater Jr.
|
Direct (3)
|
1,225,414
|
1.20%
|
|
3219 E. Camelback Rd., #552
|
|
|
|
|
Phoenix, AZ 85018
|
|
|
|
|
|
|
|
|
Common
|
Matthew R. Long
|
Direct (B)
|
115,000
|
0.11%
|
|
17197 N 54th Avenue
|
|
|
|
|
Glendale, AZ 85308
|
|
|
|
|
|
|
|
|
Common
|
Frank Perrotti, Jr.
|
Direct (4)
|
12,194,254
|
11.94%
|
|
305 Spruce Bank Road
|
|
|
|
|
Hamden, CT 06518
|
|
|
|
|
|
|
|
|
Common
|
Kenneth R. Pinckard
|
Direct (5)(6)
|
1,972,832
|
1.93%
|
|
3104 E. Camelback Rd. #245
|
|
|
|
|
Phoenix, AZ 85016
|
|
|
|
|
|
|
|
|
Common
|
Lawrence G. Ryckman
|
Indirect (C) (7)
|
7,377,003
|
7.22%
|
|
20202 Pacific Coast Highway, #5
|
|
|
|
|
Malibu, California 90265
|
|
|
|
|
|
|
|
|
Common
|
Preston J. Shea
|
Direct (3)
|
655,913
|
0.64%
|
|
1 Youge Street, Suite 1801
|
|
|
|
|
Toronto, ON Canada M5E 1W7
|
|
|
|
|
|
|
|
|
Common
|
Sheldon Yakus
|
Direct (B) (8)
|
245,797
|
0.24%
|
|
1778 Lantana Drive
|
|
|
|
|
Miden, NV 89423
|
|
|
|
|
|
|
|
|
Common
|
Justin Timberlake
|
Indirect (9)
|
10,579,655
|
10.36%
|
|
1801 Century Park West
|
|
|
|
|
Los Angeles, CA 90067
|
|
|
|
|
|
|
|
|
Common
|
Arnold S. Weintraub
|
Direct (A)
|
140,827
|
0.14%
|
|
24901 Northwestern Hwy, #311
|
|
|
|
|
Southfield, MI 48075
|
|
|
|
|
|
|
|
|
Common
|
Mark Depew
|
Direct (C) (10)
|
2,132,653
|
2.09%
|
|
1325 Deerbrooke Trail
|
|
|
|
|
Cheyenne, WY 82009
|
|
|
|
|
|
|
|
|
31
Series A Convertible Preference Stock
|
Murray B. Day
|
Direct
|
5,000
|
32.26%
|
|
549 W. Cresent
|
|
|
|
|
Palo Alto, CA 94301
|
|
|
|
|
|
|
|
|
Series A Convertible Preference Stock
|
Elliot Leferts
|
Direct
|
3,000
|
19.35%
|
|
60 McNear Drive
|
|
|
|
|
San Rafael, CA 9490
|
|
|
|
|
|
|
|
|
Series A Convertible Preference Stock
|
Harriet Lloyd
|
Direct
|
2,500
|
16.13%
|
|
1200 California St.
|
|
|
|
|
San Francisco, CA 94109
|
|
|
|
|
|
|
|
|
Series A Convertible Preference Stock
|
Richard Matza
|
Direct
|
2,500
|
16.13%
|
|
454 Burr Rd.
|
|
|
|
|
Southbury, CT 06488
|
|
|
|
|
|
|
|
|
Series A Convertible Preference Stock
|
Richard Oliver
|
Direct
|
2,500
|
16.13%
|
|
25466 Adobe Lane
|
|
|
|
|
Los Altos, CA 94022
|
|
|
|
|
|
|
|
|
Series B Senior Redeemable Convertible Preference
Stock
|
J. Patrick Carter
|
Direct
|
1,500
|
42.86%
|
|
2448 E. 81st Street, #4550
|
|
|
|
|
Tulsa, OK 74137
|
|
|
|
|
|
|
|
|
Series B Senior Redeemable Convertible Preference
Stock
|
Robert Stillman
|
Direct
|
2,000
|
57.14%
|
|
2440 Virginia Ave NW, Apt. D 1206
|
|
|
|
|
Washington, DC 20037
|
|
|
|
|
|
|
|
|
Series C Convertible Preferred Stock
|
John Arrilaga, TTEE
|
Direct
|
2,068
|
15.43%
|
|
2560 Mission College Blvd., #101
|
|
|
|
|
Santa Clara, CA 95054
|
|
|
|
|
|
|
|
|
Series C Convertible Preferred Stock
|
Paul Essi
|
Direct
|
1,171
|
8.74%
|
|
2450 One Cleveland Center
|
|
|
|
|
Cleveland, OH 44114
|
|
|
|
|
|
|
|
|
Series C Convertible Preferred Stock
|
Thomas Fersti
|
Direct
|
3,592
|
26.80%
|
|
P.O. Box 284
|
|
|
|
|
761 State St. Millington, MI 48746
|
|
|
|
|
|
|
|
|
|
Marton & Kjellaaug Klepp
|
Direct
|
1,825
|
13.62%
|
|
12 Day Road
|
|
|
|
|
Armonk, NY 10504
|
|
|
|
|
|
|
|
|
Series C Convertible Preferred Stock
|
Gustavo Nicolich
|
Direct
|
1,097
|
8.18%
|
|
P.O. Box 60040
|
|
|
|
|
Palo Alton, CA 94306
|
|
|
|
|
|
|
|
|
32
Series C Convertible Preferred Stock
|
Richard Perry, TTEE
|
Direct
|
2,068
|
15.43%
|
|
2200 Cowper Street
|
|
|
|
|
Palo Alto, CA 94301
|
|
|
|
|
|
|
|
|
Series P Convertible Participating Preferred Stock
|
Robert Huskins
|
Direct
|
67,741
|
78.19%
|
|
42 Shady Vista Rd.
|
|
|
|
|
Rolling Hills Estates, CA 90274
|
|
|
|
|
|
|
|
|
Series P Convertible Participating Preferred Stock
|
Roderick Thompson
|
Direct
|
18,899
|
21.81%
|
|
Address unknown
|
|
|
|
|
|
|
|
|
|
Officers and Directors as a Group
|
|
38,139,669
|
37.22%
|
1.
The number and
percentage of shares beneficially owned is determined under rules
of the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any
shares, which the individual has the right to acquire within 60
days through the exercise of any stock option or other right. The
persons named in the table have sole voting and investment power
with respect to all shares of common stock shown as beneficially
owned by them, subject to community property laws where applicable
and the information contained in the footnotes to this
table.
2.
The above
table is based on 102,133,344 shares of Common Stock outstanding as
of June 30, 2016, and based on the following shares of other voting stock
outstanding as of such date: (i) 15,500 shares of Series A
Convertible Preference Stock; (ii) 3,500 shares of Series B Senior
Redeemable Convertible Preference Stock; (iii) 13,404 shares of
Series C Convertible Preferred Stock; and (iv) 86,640 shares of
Series P Convertible Participating Preferred
Stock. Shares of Common Stock subject to options or
warrants currently exercisable, or exercisable within 60 days, are
deemed outstanding for purposes of computing the percentage of the
person holding such options or warrants, but are not deemed
outstanding for purposes of computing the percentage of any other
person.
3.
Includes an
option to purchase 125,000 shares of Common Stock at $0.52 per
share.
4.
Mr. Perrotti
owns these shares personally and through an entity, FPJ
Investments, in which he serves as the manager and has voting
control.
5.
Includes an
option to purchase 300,000 shares of Common Stock at $.52 per
share.
6.
Includes
an option to purchase 150,000 shares of Common Stock at $1.35 per
share.
7.
Mr.
Ryckman owns these shares personally and through two entities,
Maverick Investments and Sundance. The amount listed here includes
an option to purchase 500,000 shares of Common Stock at $.20 per
share, option to purchase 200,000 shares of Common Stock at $.20
per share, and option to purchase 2,000,000 shares of Common Stock
at $.20 per share
8.
Includes
an option to purchase 1,000,000 shares of Common Stock at $.45 per
share.
9.
Tennman
Brands, LLC owns 10,579,665 warrants to purchase shares of Common
Stock at an exercise price of $0.18 per share. Justin Timberlake is
the beneficial owner of Tennman Brands, LLC and, upon exercise of
the warrants, would exercise voting control of the common stock
underlying the warrants.
10.
Includes
an option to purchase 2,000,000 shares of Common Stock at $.20 per
share.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
From February 2010 to April 2013, the Company issued convertible
notes to Frank Perrotti, Jr., a director of the Company, in the
aggregate amount of $3,675,000. The notes bear an average interest
rate of 11.34% per annum and are convertible, along with all
accrued interest, into shares of the Company’s Common Stock
at $0.50 per share.
On November 3, 2011, the Company issued a convertible note to Frank
Perrotti, Jr., a director of the Company, in the amount of
$250,000. The note bears an interest rate of 15% per annum and is
convertible, along with all accrued interest, into shares of the
Company’s Common Stock at $0.40 per share.
From April 2011 to October 2011, the Company issued notes to Frank
Perrotti, Jr., a director of the Company, for $575,000. The note
bears an average interest rate of 14% per annum.
Future Transactions
All future affiliated transactions are expected to be made or
entered into on terms that are no less favorable to the Company
than those that can be obtained from any unaffiliated third party.
A majority of the independent, disinterested members of the
Company’s Board of Directors are asked to approve future
affiliated transactions. The Company believes that of the
transactions described above have been on terms at least as
favorable to it as could have been obtained from unaffiliated third
parties as a result of arm’s length
negotiations.
33
Conflicts of Interest
In accordance with the laws applicable to the Company, its
Directors are required to act honestly and in good faith with a
view to the Company’s best interests. In the event that a
conflict of interest arises at a meeting of the Board of Directors,
a Director who has such a conflict is expected to disclose the
nature and extent of his interest to those present at the meeting
and to abstain from voting for or against the approval of the
matter in which he has a conflict.
Director Independence
Our Common Stock trades on the OTC Bulletin Board. As such,
we are not currently subject to corporate governance standards of
listed companies, which require, among other things, that the
majority of the board of directors be independent.
Since we are not currently subject to corporate governance
standards relating to the independence of our directors, we choose
to define an “independent” director in accordance with
the NASDAQ Global Market’s requirements for independent
directors (NASDAQ Marketplace Rule 4200). The NASDAQ
independence definition includes a series of objective tests, such
as that a director is not an employee of the company and has not
engaged in various types of business dealings with the company. We
presently do not have a compensation committee, nominating
committee, executive committee of our Board of Directors, stock
plan committee or any other committees, except for an Audit
Committee.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following is a summary of the aggregate fees billed to
Registrant by its principal accountant(s) for professional services
rendered for the fiscal years ended June 30, 2016 and
2015:
|
2016
|
2015
|
Audit
Fees (1)
|
$110,000
|
$116,000
|
Audit-Related
Fees (2)
|
$1,500
|
$-
|
Tax
Fees (3)
|
$4,000
|
$-
|
All
Other Fees (4)
|
$-
|
$-
|
Total
Fees
|
$115,500
|
$116,000
|
1. Audit Fees. Consists of fees billed for professional
services rendered for the audits of Registrant’s financial
statements for the fiscal years ended June 30, 2016 and 2015 and
for review of the financial statements included in
Registrant’s Quarterly Reports on Form 10-Q for those fiscal
years.
2. Audit-Related Fees. Consists of fees billed for
services rendered to Registrant for audit-related services, which
generally include fees for audit and review services in connection
with proposed spin-off transactions, separate audits of employee
benefit and pension plans, and ad hoc fees for consultation on
financial accounting and reporting standards.
3. Tax Fees. Consists of fees billed for services
rendered to Registrant for tax services, which generally include
fees for corporate tax planning, consultation and
compliance.
4. All Other Fees. Consists of fees billed for all other
services rendered to Registrant, which generally include fees for
consultation regarding computer system controls and human capital
consultations. No services were performed related to
financial information systems design and implementation for the
fiscal years ended June 30, 2016 and 2015.
No “audit-related,” “tax” and “all
other” services in 2016 or 2015, as defined above, were
approved by the Audit Committee in reliance on the de minimums
exception to the preapproval requirements under federal securities
laws and regulations.
34
Pre-Approval of Services of Principal Accounting Firm
The Audit Committee’s written policy is to pre-approve all
audit and permissible non-audit services provided by
Registrant’s principal accounting firm (independent
auditor). These services may include audit services,
audit-related services, tax services and other permissible
non-audit services. Any service incorporated within the
independent auditor’s engagement letter, which is approved by
the Audit Committee, is deemed pre-approved. Any service
identified as to type and estimated fee in the independent
auditor’s written annual service plan, which is approved by
the Audit Committee, is deemed pre-approved up to the dollar amount
provided in such annual service plan.
During the year, the principal accounting firm may also provide
additional accounting research and consultation services required
by, and incident to, the audit of Registrant’s financial
statements and related reporting compliance. These additional
audit-related services are pre-approved up to the amount approved
in the annual service plan approved by the Audit
Committee. The Audit Committee may also pre-approve
services on a case-by-case basis during the year.
The Audit Committee’s approval of proposed services and fees
are noted in the meeting minutes of the Audit Committee and/or by
signature of the Audit Committee on the engagement
letter. The principal accounting firm of Registrant and
management are periodically requested to summarize the principal
accounting firm services and fees paid to date, and management is
required to report whether the principal accounting firm’s
services and fees have been pre-approved in accordance with the
required pre-approval process of the Audit Committee.
Non-Audit Services
The Audit Committee of the Board of Directors has considered
whether the provision of non-audit services by the
Registrant’s principal accountants is compatible with
maintaining auditor independence.
35
ITEM 15. EXHIBITS
The following Exhibits are incorporated by reference:
Exhibit No.
|
Description
|
3.1
|
Articles of Incorporation, dated May 12, 1988. (a)
|
3.1
|
Certificate of Amendment of Articles of Incorporation of
Dimensional Visions Incorporated, dated January 16, 2006.
(f)
|
3.2
|
Certificate of Amendment of Articles of Incorporation of Elevation
Media, Inc., dated March 24, 2006. (f)
|
3.2
|
Bylaws. (a)
|
3.3
|
Certificate of Amendment of Certificate of Incorporation of
Dimensional Visions Incorporated dated January 22, 2004.
(f)
|
4.1
|
Certificate of Designation of Series A Convertible Preferred Stock,
dated December 12, 1992. (a)
|
4.1
|
Form of Warrant issued to Participants in 2007 Private Placements.
(g)
|
4.2
|
Certificate of Designation of Series B Convertible Preferred Stock,
dated December 22, 1993. (a)
|
4.3
|
Certificate of Designation of Series P Convertible Preferred Stock,
dated September 11, 1995. (a)
|
4.4
|
Certificate of Designation of Series S Convertible Preferred Stock,
dated August 28, 1995. (a)
|
4.5
|
Certificate of Designation of Series C Convertible Preferred Stock,
dated November 2, 1995. (a)
|
4.6
|
Certificate of Designation of Series D and Series E Convertible
Preferred Stock, dated August 25, 1999. (a)
|
4.7
|
Form of Warrant Agreement to Debt Holders, dated January 15, 1998.
(a)
|
4.8
|
Form of Warrant Agreement to Debt Holders, dated April 8, 1998.
(a)
|
4.9
|
Form of Warrant Agreement to Participants in Private Placement,
dated April 8, 1998. (a)
|
4.10
|
Pledge Agreement with Dale Riker and Russ Ritchie, dated January
11, 2001. (b)
|
4.11
|
Investment Agreement with Swartz Private Equity, LLC, dated
December 13, 2000. (b)
|
4.12
|
Merrill Lynch Portfolio Reserve Loan and Collateral Account
Agreement, dated January 12, 2002. (b)
|
10.1
|
1996 Equity Incentive Plan. (a)
|
10.1
|
Stock Purchase Agreement between Studio One Entertainment, Inc. and
Dimensional Visions Incorporated, dated March 29, 2006
(g)
|
10.2
|
1999 Stock Option Plan. (a)
|
10.2
|
Exchange Agreement between AfterMaster, Inc., and Studio One
Entertainment, Inc., dated April 16, 2007. (g)
|
10.3
|
Employment Agreement with John D. McPhilimy, dated January 1, 2001.
(c)
|
10.3
|
Accord and Satisfaction between Dimensional Visions, Inc. and
Russell H. Ritchie, Dale E. Riker, Suntine Enterprises, LLC, and
Cornerstone Wireless Communications, LLC, dated October 11, 2006.
(g)
|
10.4
|
Employment Agreement with Bruce D. Sandig, dated July 1, 2001.
(c)
|
10.5
|
Settlement Agreement and Release between the Company and Russell H.
Ritchie, Dale E. Riker, Suntine Enterprises, LLC, and Cornerstone
Wireless Communications, LLC, dated April 30, 2003.
(d)
|
10.6
|
2009 Long-Term Incentive Plan.
|
10.7
|
Form of Directors and Officers Indemnity Agreement.
|
14
|
Dimensional Visions, Inc. Code of Ethics. (e)
|
21.1
|
Subsidiaries of the Registrant (h)
|
|
(a)
|
Incorporated by reference from the Company’s Registration
Statement on Form SB-2, dated June 19, 2000 (Registration No.
333-30368).
|
|
(b)
|
Incorporated by reference from the Company’s Registration
Statement on Form SB-2, dated July 10, 2001 (Registration No.
333-56804).
|
|
(c)
|
Incorporated by reference from the Company’s Amendment No. 1
to Annual Report on Form 10-KSB, dated February 22,
2002.
|
|
(d)
|
Incorporated by reference from the Company’s Annual Report,
Form 10-KSB for fiscal year ended June 30, 2003, filed October 15,
2003.
|
|
(e)
|
Incorporated by reference from the Company’s Annual Report,
Form 10-KSB for fiscal year ended June 30, 2004, filed November 15,
2004.
|
|
(f)
|
Incorporated by reference from the Company’s Annual Report,
Form 10-KSB for fiscal year ended June 30, 2006, filed September
29, 2006.
|
|
(g)
|
Incorporated by reference from the Company’s Annual Report,
Form 10-KSB for fiscal year ended June 30, 2007, filed September
28, 2007, and Form 10-K/A for the fiscal year ended June 30, 2007,
filed May 27, 2008.
|
|
(h)
|
Incorporated by reference from the Company’s Annual Report,
Form 10-KSB for fiscal year ended June 30, 2008, filed September
29, 2008.
|
|
(i)
|
Incorporated by reference from the Company’s Annual Report,
Form 10-KSB for fiscal year ended June 30, 2009, filed October 15,
2009.
|
|
(j)
|
Incorporated by reference from the Company’s Annual Report,
Form 10-KSB for fiscal year ended June 30, 2010, filed October 12,
2010
|
36
The following Exhibits are filed herewith:
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
|
* Previously filed
37
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: September 28, 2016
|
By:
|
/s/ Larry Ryckman
|
|
Larry Ryckman
|
|
|
President & Chief Executive Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/ Larry Ryckman
|
|
President and Director
|
September 28, 2016
|
Larry Ryckman
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Mirella Chavez
|
|
Chief Financial Officer
|
September 28, 2016
|
Mirella Chavez
|
|
|
|
|
|
|
|
/s/ Mark Depew
|
|
Director
|
September 28, 2016
|
Mark Depew
|
|
|
|
|
|
|
|
/s/ Arnold S. Weintraub
|
|
Director
|
September 28, 2016
|
Arnold S. Weintraub
|
|
|
|
38
AFTERMASTER, INC.
FINANCIAL STATEMENTS
INDEX TO THE FINANCIAL STATEMENTS
|
PAGE
NUMBER
|
|
|
Report of Independent Registered Public Accounting
Firm
|
F-2
|
|
|
Financial Statements
|
F-3
|
|
|
Consolidated Balance Sheets
|
F-3
|
|
|
Consolidated Statements of Operations
|
F-4
|
|
|
Consolidated Statements of Stockholders' Deficit
|
F-5
|
|
|
Consolidated Statements of Cash Flows
|
F-7
|
|
|
Notes to Financial Statements
|
F-9 - F-24
|
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Board of Directors and Shareholders of
AfterMaster,
Inc.
We have
audited the accompanying consolidated balance sheets of
AfterMaster, Inc. as of June 30, 2016 and 2015, and the related
consolidated statements of operations and comprehensive loss,
stockholders’ deficit, and cash flows for each of
the years in the two year period ended June 30, 2016. These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are
free of material misstatement. The company is not required to have,
nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of
the company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
AfterMaster, Inc. as of June 30, 2016 and 2015, and the results of
its operations and its cash flows for each of the years in the two
year period ended June 30, 2016, in conformity with accounting
principles generally accepted in the United States of
America.
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in the footnotes to
the consolidated financial
statements, the Company has incurred losses since inception and has
a negative working capital as of June 30, 2016 which raises
substantial doubt about its ability to continue as a going concern.
Management’s plans concerning these matters are also
described in the footnotes to the consolidated financial statements. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Sadler, Gibb & Associates, LLC
Salt Lake City, UT
September 28, 2016
F-2
AFTERMASTER, INC.
|
||
Consolidated Balance Sheets
|
||
|
June
30,
|
June
30,
|
|
2016
|
2015
|
ASSETS
|
||
|
|
|
Current
Assets
|
|
|
Cash
|
$394,325
|
$2,185,702
|
Accounts
receivable, net
|
11,389
|
4,500
|
Available
for sale securities
|
63,600
|
-
|
Prepaid
expenses
|
1,078,819
|
3,319,258
|
|
|
|
Total
Current Assets
|
1,548,133
|
5,509,460
|
|
|
|
Property
and equipment, net
|
294,557
|
169,954
|
|
|
|
Intangible
assets, net
|
99,186
|
22,853
|
|
|
|
Note
receivable
|
-
|
10,000
|
Deposits
|
33,363
|
13,675
|
Prepaid
expenses, net of current
|
18,217
|
1,092,038
|
|
|
|
Total
Assets
|
$1,993,456
|
$6,817,980
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||
|
|
|
Current
Liabilities
|
|
|
Accounts
payable and other accrued expenses
|
$225,001
|
$344,451
|
Accrued
interest
|
77,335
|
93,762
|
Deferred
revenue
|
740,200
|
2,500
|
Accrued
consulting services - related party
|
28,561
|
82,267
|
Lease
payable
|
984
|
36,426
|
Derivative
Liability
|
-
|
12,814,941
|
Notes
payable - related party
|
575,000
|
625,000
|
Notes
payable
|
40,488
|
40,488
|
Convertible
notes payable - related party
|
3,925,000
|
3,925,000
|
Convertible
notes payable, net of discount of $22,282 and $0,
respectively
|
1,029,718
|
572,400
|
|
|
|
Total
Current Liabilities
|
6,642,287
|
18,537,235
|
|
|
|
|
|
|
Total
Liabilities
|
6,642,287
|
18,537,235
|
|
|
|
Stockholders'
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 2,185,000 and 616,000 shares issued and outstanding,
respectively
|
2185
|
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; 102,133,344 and 95,280,257 shares issued
|
|
|
and
outstanding, respectively
|
102,140
|
95,287
|
Subscription
payable
|
-
|
35,000
|
Additional
paid In capital
|
58,997,912
|
46,314,765
|
Accumulated
other comprehensive income
|
33,600
|
-
|
Accumulated
Deficit
|
(63,785,192)
|
(58,165,447)
|
|
|
|
Total
Stockholders' Deficit
|
(4,648,831)
|
(11,719,255)
|
|
|
|
Total
Liabilities and Stockholders' Deficit
|
$1,993,456
|
$6,817,980
|
|
|
|
The accompanying notes are an integral part of these consolidated
financial statements.
|
F-3
AFTERMASTER, INC.
|
||
Consolidated
Statements of Operations and Comprehensive Loss
|
||
|
|
|
|
|
|
|
For the
Year Ended
|
|
|
June
30,
|
|
|
2016
|
2015
|
|
|
|
REVENUES
|
|
|
MyStudio
Session Revenues
|
$-
|
$11,030
|
AfterMaster
Revenues
|
118,226
|
91,570
|
Licensing
Revenues
|
1,800,000
|
200,000
|
Total
Revenues
|
1,918,226
|
302,600
|
|
|
|
COSTS
AND EXPENSES
|
|
|
Cost
of Revenues (Exclusive of Depreciation and
Amortization)
|
484,507
|
306,868
|
Depreciation
and Amortization Expense
|
83,620
|
67,414
|
Research
and Development
|
386,949
|
67,742
|
Advertising
and Promotion Expense
|
366,740
|
1,389
|
Legal
and Professional Expense
|
377,047
|
303,847
|
Non-Cash
Consulting Expense
|
4,119,978
|
3,692,992
|
General
and Administrative Expenses
|
3,590,584
|
2,890,856
|
|
|
|
Total
Costs and Expenses
|
9,409,425
|
7,331,108
|
|
|
|
Loss
from Operations
|
(7,491,199)
|
(7,028,508)
|
|
|
|
Other
Expense
|
|
|
Interest
Expense
|
(967,721)
|
(2,401,761)
|
Derivative
Expense
|
-
|
(524,518)
|
Change
in Fair Value of Derivative
|
4,376,281
|
(1,545,181)
|
Gain
(Loss) on Extinguishment of Debt
|
232,894
|
319,650
|
Loss
on Available for Sale Securities
|
(1,770,000)
|
-
|
|
|
|
Total
Other Expense
|
1,871,454
|
(4,151,810)
|
|
|
|
Loss
Before Income Taxes
|
(5,619,745)
|
(11,180,318)
|
Income
Tax Expense
|
-
|
-
|
NET
LOSS
|
$(5,619,745)
|
$(11,180,318)
|
|
|
|
Preferred
Stock Accretion and Dividends
|
(105,603)
|
(64,140)
|
|
|
|
NET
LOSS AVAILABLE TO COMMON SHAREHOLDERS
|
$(5,725,348)
|
$(11,244,458)
|
|
|
|
Basic
and diluted Loss Per Share of Common Stock
|
$(0.06)
|
$(0.13)
|
|
|
|
Weighted
Average Number of Shares Outstanding
|
98,802,908
|
83,438,960
|
|
|
|
Other
Comprehensive Income, net of tax
|
|
|
NET
LOSS AVAILABLE TO COMMON SHAREHOLDERS
|
(5,725,348)
|
(11,244,458)
|
Unrealized
gain on AFS Securities
|
33,600
|
-
|
COMPREHENSIVE
LOSS
|
$(5,691,748)
|
$(11,244,458)
|
|
|
|
The
accompanying notes are an integral part of these consolidated
financial statements.
|
F-4
AFTERMASTER, INC.
|
|||||||||
Consolidated
Statements of Stockholders' Equity (Deficit)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
Total
|
|
Preferred Stock
|
Common Stock
|
Paid
In
|
Subscription
|
Accumulated
|
Comprehensive
|
Stockholders'
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Payable
|
Deficit
|
Income
|
Equity
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2014
|
1,220,044
|
$1,220
|
70,296,203
|
$70,297
|
$40,557,726
|
-
|
$(46,985,129)
|
$-
|
$(6,355,886)
|
|
|
|
|
|
|
|
|
|
|
Common
Stock Sold for Cash, net of offering costs of $286,720
|
-
|
-
|
12,017,259
|
12,017
|
4,354,615
|
35,000
|
-
|
-
|
4,401,632
|
|
|
|
|
|
|
|
|
|
|
Share-Based
Compensation to Directors and Employees- Common shares
|
-
|
-
|
2,934,804
|
2,940
|
1,028,000
|
-
|
-
|
-
|
1,030,940
|
|
|
|
|
|
|
|
|
|
|
Total
Stock Issued for Consulting Services and Rent
|
-
|
-
|
385,221
|
385
|
165,973
|
-
|
-
|
-
|
166,358
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued as incentive with Convertible debt
|
-
|
-
|
43,500
|
45
|
10,216
|
-
|
-
|
-
|
10,261
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for conversion of debt
|
-
|
-
|
5,889,105
|
5,889
|
737,196
|
-
|
-
|
-
|
743,085
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash conversion of warrants/options
|
-
|
-
|
750,000
|
750
|
149,250
|
-
|
-
|
-
|
150,000
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for conversion of cashless preferred stock and
dividends
|
(80,000)
|
(80)
|
214,119
|
214
|
43,638
|
-
|
-
|
-
|
43,772
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for interest expense
|
-
|
-
|
2,700,046
|
2,700
|
1,739,351
|
-
|
-
|
-
|
1,742,051
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to extend the maturity dates on debt
|
-
|
-
|
50,000
|
50
|
15,700
|
-
|
-
|
-
|
15,750
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature
|
-
|
-
|
-
|
-
|
527,000
|
-
|
-
|
-
|
527,000
|
|
|
|
|
|
|
|
|
|
|
Derivative
liability
|
-
|
-
|
-
|
-
|
(4,343,658)
|
-
|
-
|
-
|
(4,343,658)
|
|
|
|
|
|
|
|
|
|
|
Share-Based
Compensation - Warrants and options
|
-
|
-
|
-
|
-
|
1,329,758
|
-
|
-
|
-
|
1,329,758
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2015
|
-
|
-
|
-
|
-
|
-
|
-
|
(11,180,318)
|
-
|
(11,180,318)
|
|
|
|
|
|
|
|
|
|
|
F-5
Balance,
June 30, 2015
|
1,140,044
|
$1,140
|
95,280,257
|
$95,287
|
$46,314,765
|
35,000
|
$(58,165,447)
|
$-
|
$(11,719,255)
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock Sold for Cash, net of offering costs of $251,610
|
1,669,000
|
1,669
|
|
|
1,415,721
|
(35,000)
|
|
|
1,382,390
|
|
|
|
|
|
|
|
|
|
|
Share-Based
Compensation to Directors and Employees- Common shares
|
|
|
812,804
|
812
|
364,039
|
|
|
|
364,851
|
|
|
|
|
|
|
|
|
|
|
Total
Stock Issued for Consulting Services and Rent
|
|
|
496,137
|
496
|
224,917
|
|
|
|
225,413
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued as incentive with Convertible debt
|
|
|
26,000
|
27
|
10,258
|
|
|
|
10,285
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for conversion of debt
|
|
|
2,667,919
|
2,668
|
444,089
|
|
|
|
446,757
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash conversion of warrants/options
|
|
|
886,098
|
886
|
175,028
|
|
|
|
175,914
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for conversion of cashless preferred stock and
dividends
|
(100,000)
|
(100)
|
259,326
|
259
|
26,610
|
|
|
|
26,769
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for interest expense
|
|
|
1,704,803
|
1,705
|
760,371
|
|
|
|
762,076
|
|
|
|
|
|
|
|
|
|
|
Accumulated
other comprehensive income from Available for Sale
Securities
|
|
|
|
|
|
|
|
33,600
|
33,600
|
|
|
|
|
|
|
|
|
|
|
Beneficial
Conversion Feature
|
|
|
|
|
22,375
|
|
|
|
22,375
|
|
|
|
|
|
|
|
|
|
|
Derivative
liability
|
|
|
|
|
8,452,561
|
|
|
|
8,452,561
|
|
|
|
|
|
|
|
|
|
|
Share-Based
Compensation - Warrants and options
|
|
|
|
|
787,178
|
|
|
|
787,178
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2016
|
|
|
|
|
|
|
(5,619,745)
|
|
(5,619,745)
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2016
|
2,709,044
|
$2,709
|
102,133,344
|
$102,140
|
$58,997,912
|
-
|
$(63,785,192)
|
$33,600
|
$(4,648,831)
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these consolidated
financial statements.
|
F-6
AFTERMASTER,
INC.
|
||
Consolidated
Statements of Cash Flows
|
||
|
||
|
|
|
|
For
Year Ended
|
|
|
June
30,
|
|
|
2016
|
2015
|
|
|
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
Net
Loss
|
$(5,619,745)
|
$(11,180,318)
|
Adjustments to
reconcile net loss to cash from operating activities:
|
|
|
Depreciation and
amortization
|
83,620
|
67,415
|
Share-based
compensation - Common Stock
|
364,851
|
1,030,940
|
Share-based
compensation - warrants and options
|
787,178
|
1,329,758
|
Common stock issued
for services and rent
|
49,037
|
166,358
|
Common stock issued
as incentive with Convertible debt
|
-
|
10,261
|
Common stock issued
for preferred dividends
|
26,769
|
15,255
|
Common stock issued
to extend the maturity dates on debt
|
30,000
|
15,750
|
Amortization of
debt discount and issuance costs
|
139,277
|
659,803
|
(Gain)/Loss on
extinguishment of debt
|
(232,894)
|
(319,650)
|
Loss on Available
for Sale Securities
|
1,770,000
|
-
|
Derivative
expense
|
-
|
524,518
|
Gain (loss)
remeasurement of derivative
|
(4,376,281)
|
1,545,181
|
Licensing Revenue
from the issuance of AFS Securities
|
(1,800,000)
|
-
|
Changes in
Operating Assets and Liabilities:
|
|
|
Other
receivables
|
(6,889)
|
(11,099)
|
Other
assets
|
3,500,636
|
2,104,169
|
Deposits
|
(19,688)
|
|
Accounts payable
and accrued expenses
|
17,997
|
1,232,822
|
Accrued
interest
|
794,955
|
-
|
Deferred
revenue
|
737,700
|
-
|
Accrued consulting
services - related party
|
(53,706)
|
-
|
|
|
|
Net Cash Used in
Operating Activities
|
(3,807,183)
|
(2,808,837)
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
Purchase of
property and equipment
|
(284,556)
|
(83,253)
|
|
|
|
Net Cash Used in
Investing Activities
|
(284,556)
|
(83,253)
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
Common Stock issued
for cash, conversion of options/warrants
|
175,914
|
4,516,632
|
A-1 Preferred Stock
issued for cash
|
1,382,390
|
-
|
Proceeds from notes
payable - related party
|
-
|
50,000
|
Proceeds from
convertible notes payable
|
845,000
|
527,000
|
Repayments of
convertible notes payable
|
(17,500)
|
(9,000)
|
Repayments of notes
payable
|
(50,000)
|
(35,000)
|
Lease
Payable
|
(35,442)
|
(49,716)
|
Net Cash Provided
by Financing Activities
|
2,300,362
|
4,999,916
|
|
|
|
NET INCREASE
(DECREASE) IN CASH
|
(1,791,377)
|
2,107,826
|
CASH AT BEGINNING
OF PERIOD
|
2,185,702
|
77,876
|
|
|
|
CASH AT END OF
PERIOD
|
$394,325
|
$2,185,702
|
|
|
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
CASH PAID
FOR:
|
|
|
Interest
|
$-
|
$6,881
|
F-7
NON CASH FINANCING
ACTIVITIES:
|
|
|
Conversion
of notes and Interest into common stock
|
$1,208,833
|
$2,485,137
|
Conversion of
preferred stock for common stock
|
$200
|
$160
|
Common Stock and
warrants issued for interest
|
$-
|
$527,000
|
Conversion
of Derivative Liability
|
$8,452,561
|
$462,983
|
Derivative
Liability
|
$13,900
|
$11,208,225
|
Beneficial
conversion feature
|
$22,375
|
$-
|
Original Issue
Discount
|
$115,000
|
$-
|
Finders
fee payable
|
$-
|
$35,000
|
MTM
on AFS securities
|
$33,600
|
$-
|
Common
Stock issued for prepaid expenses
|
$176,376
|
$-
|
Common
Stock issued with convertible debt
|
$10,284
|
$-
|
The
accompanying notes are an integral part of these consolidated
financial statement.
F-8
AFTERMASTER, INC.
(FORMERLY STUDIO ONE MEDIA, INC.)
Notes to Consolidated Financial Statements
June 30, 2016 and 2015
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Description of Business
AfterMaster,
Inc., formerly Studio One Media, Inc. (the “Company” or
“AfterMaster”) was originally organized in Delaware on
May 12, 1988, as Dimensional Visions Group, Ltd. The name was
changed on January 15, 1998 to Dimensional Visions Incorporated. On
February 8, 2006, it changed its name to Elevation Media, Inc., and
on March 28, 2006 the Company’s name was changed to Studio
One Media, Inc. as part of its overall plan to implement its
revised business plan.
In
April 2006, the Company entered into an agreement to purchase
MyStudio HD Recording Studios, Inc. (formerly known as Studio One
Entertainment, Inc.), a privately-held Scottsdale, Arizona-based
company that designed and manufactured the recording studios
currently in use by the Company (the “MyStudio
Agreement”).
On
April 17, 2007, the Company announced that it had finalized the
reverse merger of MyStudio HD Recording Studios, Inc. through an
all-stock transaction. The purchase was pursuant to an agreement
entered into by the companies dated March 29, 2006. The reverse
merger included the exchange of 7,000,000 restricted Common Shares
of AfterMaster, Inc. for 100% of the issued and outstanding shares
of MyStudio HD Recording Studios, Inc. The substance of the
transaction resulted in a reverse merger wherein MyStudio HD
Recording Studios, Inc. became the accounting acquirer of
AfterMaster. Therefore, historical financial data reflects the
operations and accumulated deficit of MyStudio HD Recording
Studios, Inc. The transaction essentially is a recapitalization of
MyStudio HD Recording Studios, Inc. The reverse merger includes all
right, title and interest to MyStudio HD Recording Studio,
Inc.’s proprietary interactive recording studios, business
plan and intellectual property, including pending patents, foreign
patent rights and federal trademark applications. MyStudio, Inc.
continues to operate as a wholly owned subsidiary of AfterMaster.
Accordingly, the financial statements present on a consolidated
basis the operations of AfterMaster and MyStudio HD Recording
Studios, Inc., as well it’s other wholly-owned subsidiary,
AfterMaster HD Audio, Inc.
Accounting Basis
The Company’s financial statements are prepared using the
accrual basis of accounting in accordance with accounting
principles generally accepted in the United States. The
Company has elected a June 30 fiscal year end.
Principles of Consolidation
The consolidated financial statements include the accounts
of AfterMaster and its subsidiaries.
All significant inter-company accounts and transactions have been
eliminated.
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.
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.
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances and highly
liquid investments with an original maturity of three months or
less. As of June 30, 2016 and 2015, the Company’s cash
balances were within the FDIC insurance coverage
limits.
Fair Values, Inputs and Valuation Techniques for Financial Assets
and Liabilities Disclosures
The
fair value measurements and disclosure guidance defines fair value
and establishes a framework for measuring fair value. Fair value is
defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants at the measurement date. In accordance with
this guidance, the Company has categorized its recurring basis
financial assets and liabilities into a three-level fair value
hierarchy based on the priority of the inputs to the valuation
technique.
The
fair value hierarchy gives the highest priority to quoted prices in
active markets for identical assets or liabilities (Level 1) and
the lowest priority to unobservable inputs (Level 3). The inputs
used to measure fair value may fall into different levels of the
fair value hierarchy. In such cases, the level in the fair value
hierarchy within which the fair value measurement in its entirety
falls has been determined based on the lowest level input that is
significant to the fair value measurement in its entirety. The
Company’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires
judgment, and considers factors specific to the asset or
liability.
F-9
The
levels of the fair value hierarchy are described
below:
|
●
|
|
Level 1
inputs utilize quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to
access.
|
|
●
|
|
Level 2
inputs utilize other than quoted prices included in Level 1 that
are observable for the asset, either directly or indirectly, for
substantially the full term of the asset. Level 2 inputs include
quoted prices for similar assets in active markets, quoted prices
for identical or similar assets in markets that are not active and
inputs other than quoted prices that are observable in the
marketplace for the asset. The observable inputs are used in
valuation models to calculate the fair value for the
asset.
|
|
●
|
|
Level 3
inputs are unobservable but are significant to the fair value
measurement for the asset, and include situations where there is
little, if any, market activity for the asset. These inputs reflect
management’s own assumptions about the assumptions a market
participant would use in pricing the asset.
|
A
review of fair value hierarchy classifications is conducted on a
quarterly basis. Changes in the observability of valuation inputs
may result in a reclassification of levels for certain securities
within the fair value hierarchy.
Disclosures for Non-Financial Assets Measured at Fair Value on a
Non-Recurring Basis
The
Company’s financial instruments mainly consist of cash,
receivables, current assets, accounts payable and accrued expenses
and debt. The carrying amounts of its cash, receivables, current
asserts, accounts payable, accrued expenses and current debt
approximates fair value due to the Short-Term nature of these
instruments.
Concentration of Risk
Financial instruments, which potentially subject us to
concentrations of credit risk, consist principally of
cash. Our cash balances are maintained in accounts held
by major banks and financial institutions located in the United
States. The Company occasionally maintains amounts on
deposit with a financial institution that are in excess of the
federally insured limits. The risk is managed by maintaining all
deposits in high quality financial institutions.
For the year ended June 30, 2016 there was one customer that
accounted for $1,800,000 of total revenues, and 2015 there
was no customer that accounted for a material portion of total
revenues.
Property and Equipment
Property and equipment is recorded at cost less accumulated
depreciation. Depreciation and amortization is calculated using the
straight-line method over the expected useful life of the asset,
after the asset is placed in service. The Company generally uses
the following depreciable lives for its major classifications of
property and equipment:
Description
|
Useful Lives
|
Office Equipment and Computers
|
5 years
|
Computer Software
|
5 years
|
Furniture and Office Equipment
|
5 years
|
Vehicles
|
5 years
|
Leasehold Improvements
|
Shorter of Useful Life or Lease Term
|
Studios
|
5 years
|
Expenditures associated with upgrades and enhancements that
improve, add functionality, or otherwise extend the life of
property and equipment are capitalized, while expenditures that do
not, such as repairs and maintenance, are expensed as
incurred.
Intangible Assets
Intangible assets consist of intellectual property, website costs,
video backgrounds, and patterns and molds. The Company’s
intellectual property includes purchased patents and trademarks as
well as other proprietary technologies. Website costs
are costs incurred to develop the Company’s website. Video
backgrounds are the costs incurred to develop video backgrounds for
use in the Company’s recording studios. Patterns and molds
are for the design and construction of the studios. The Company
amortizes intangible assets over the following useful
lives:
F-10
Description
|
Weighted-Average Amortization Period
|
Intellectual Property
|
5 years
|
Website Costs
|
5 years
|
Video Backgrounds
|
5 years
|
Patterns and Molds
|
5 years
|
Long-Lived Assets
Long-lived tangible assets and definite-lived intangible assets are
reviewed for possible impairment annually or whenever events or
changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. The Company uses both an estimate of
undiscounted future net cash flows of the assets over the remaining
useful lives and a replacement cost method when determining their
fair values. If the carrying values of the assets exceed the fair
value of the assets, the Company recognizes an impairment loss
equal to the difference between the carrying values of the assets
and their fair values. Impairment of long-lived assets is assessed
at the lowest levels for which there are identifiable cash flows
that are independent from other groups of assets. The evaluation of
long-lived assets requires the Company to use estimates of future
cash flows. However, actual cash flows may differ from the
estimated future cash flows used in these impairment
tests.
Revenue Recognition
The Company applies the provisions of FASB ASC
605, Revenue Recognition in
Financial Statements, which
provides guidance on the recognition, presentation and disclosure
of revenue in financial statements. ASC 605 outlines the basic
criteria that must be met to recognize revenue and provides
guidance for disclosure related to revenue recognition policies. In
general, the Company recognizes revenue related to goods and
services provided when (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or services have been rendered,
(iii) the fee is fixed or determinable, and (iv) collectability is
reasonably assured.
The
Company's revenues are generated from AfterMaster products and
services, and licensing fees. Revenues related to
licensing fees generated per a term sheet with bBooth are recorded
when payment is received as there is no current executed agreement
in place and the term of use is indefinite, pursuant to which
bBooth agreed to acquire exclusive rights to license certain
technologies, intellectual property, and patents from AfterMaster.
The key terms of the letter agreement consist of the
following:
●
bBooth agreed to
pay the Company $1,250,000 over 18 months, for a conditional
perpetual license of intellectual property (including related
patents and other assets), of which, to date, $200,000 has been
received;
●
bBooth agreed to
grant 600,000 shares of our common stock to Studio One, which
shares were received on November 10, 2014 valued at $1,800,000
and;
●
upon full receipt
of the $1,250,000 cash consideration, Bbooth will have the option
to purchase six complete MyStudio booths, one fully operational
mobile studio and truck, and an interest in its MyStudio TV show,
for nominal additional consideration.
Cost of Revenues
The Company’s cost of revenues includes studio lease expense,
employee costs, and other nominal amounts. Depreciation
is not included within cost of revenues.
Research and Development
The Company follows the policy of expensing its research and
development costs in the period in which they are incurred in
accordance with ASC 730, Accounting for Research and
Development Costs. The Company
incurred research and development expenses of $386,949 and $67,742
during the years ended June 30, 2016 and 2015.
Advertising Expenses
The Company expenses advertising costs in the period in which they
are incurred. Advertising expenses were $366,740 and $1,389 for the
years ended June 30, 2016 and 2015.
Share-Based Compensation
The Company follows the provisions of ASC
718, Share-Based
Payment, which requires
all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on
their fair values. The Company uses the Black-Scholes
pricing model for determining the fair value of share-based
compensation.
The Company also follows the provisions of FASB ASC 505-50,
“Equity-Based Payments to Non-Employees,” which
addresses the accounting and reporting
for both the issuer (that is, the purchaser or grantor) and
recipient (that is, the goods or service provider or grantee) for a
subset of share-based payment transactions. ASC 505-50 requires
equity instruments issued to non-employees for goods or services
are accounted for at fair value and are marked to market until
service is complete or a performance commitment date is reached,
whichever is earlier.
F-11
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. 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
Company again used this sequencing policy, all instruments
convertible into common stock, including warrants and the
conversion feature of notes payable, issued subsequent to May 10,
2016 until the note was converted on May 20, 2016 were 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.
Loss Per Share
Basic loss per Common Share is computed by dividing losses
attributable to Common shareholders by the weighted-average number
of shares of Common Stock outstanding during the period. The losses
attributable to Common shareholders was increased for accrued and
deemed dividends on Preferred Stock during the years ended June 30,
2016 and 2015 of $105,603and $64,140, respectively.
Diluted earnings per Common Share is computed by dividing loss
attributable to Common shareholders by the weighted-average number
of Shares of Common Stock outstanding during the period increased
to include the number of additional Shares of Common Stock that
would have been outstanding if the potentially dilutive securities
had been issued. Potentially dilutive securities include
outstanding convertible Preferred Stock, stock options, warrants,
and convertible debt. The dilutive effect of potentially dilutive
securities is reflected in diluted earnings per share by
application of the treasury stock method. Under the treasury stock
method, an increase in the fair market value of the Company’s
Common Stock can result in a greater dilutive effect from
potentially dilutive securities.
For the years ended June 30, 2016 and 2015, all of the
Company’s potentially dilutive securities (warrants, options,
convertible preferred stock, and convertible debt) were excluded
from the computation of diluted earnings per share as they were
anti-dilutive. The total number of potentially dilutive
Common Shares that were excluded were 26,492,360 and 28,028,612 at
June 30, 2016 and 2015, respectively.
Income Taxes
The Company accounts for income taxes under the asset and liability
method. Deferred tax assets and liabilities are determined based on
differences between the financial reporting and tax bases of assets
and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. The charge
for taxation is based on the results for the year as adjusted for
items, which are non-assessable or disallowed. It is calculated
using tax rates that have been enacted or substantively enacted by
the balance sheet date.
ASC 740, Accounting for Uncertainty in
Income Taxes, clarifies the
accounting for uncertainty in tax positions taken or expected to be
taken in a return. ASC 740 provides guidance on the measurement,
recognition, classification and disclosure of tax positions, along
with accounting for the related interest and
penalties. Under this pronouncement, the Company
recognizes the financial statement benefit of a tax position only
after determining that a position would more likely than not be
sustained based upon its technical merit if challenged by the
relevant taxing authority and taken by management to the court of
the last resort. For tax positions meeting the
more-likely-than-not threshold, the amount recognized in the
consolidated financial statements is the largest benefit that has a
greater than 50% likelihood of being realized upon settlement with
the relevant tax authority.
The Company’s policy is to recognize both interest and
penalties related to unrecognized tax benefits in income tax
expense. Interest and penalties on unrecognized tax benefits
expected to result in payment of cash within one year are
classified as accrued liabilities, while those expected beyond one
year are classified as other liabilities. The Company has not
recorded any interest and penalties since its
inception.
The Company files income tax returns in the U.S. federal tax
jurisdiction and various state tax jurisdictions. The tax years for
2012 to 2016 remain open for federal and/or state tax
jurisdictions. The Company is currently not under examination by
any other tax jurisdictions for any tax years.
F-12
Available For Securities
Our
available for securities are considered Level 1. Realized gains and
losses on these securities are included in “Other income
(expense) – net” in the consolidated statements of
income using the specific identification method. Unrealized gains
and losses, on available-for-sale securities are recorded in
accumulated other comprehensive income (accumulated OCI).
Unrealized losses that are considered other than temporary are
recorded in other income (expense) – net, with the
corresponding reduction to the carrying basis of the
investment.
At the
end of the second quarter of 2016, we concluded that the severity
in the decline in market values of these assets had led to an
other-than-temporary impairment, writing them down $1,770,000 in
2015, and recording the amount in Other Income (Expense). Our
short-term investments are recorded at amortized cost, and the
respective carrying amounts approximate fair values. Our available
for securities maturing within one year are recorded in
“Other current assets,” on the balance
sheets.
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 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 $63,785,192,
negative working capital of $5,094,154, 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 ProMaster 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) more widely commercializing the
AfterMaster and ProMaster products, and (d) 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 – PROPERTY AND EQUIPMENT
The Company’s property and equipment are comprised of the
following as of June 30, 2016 and 2015:
|
2016
|
2015
|
Furniture
and Office Equipment
|
$47,497
|
$28,812
|
Office
Equipment and Computers
|
314,706
|
233,564
|
Studios
|
255,665
|
185,824
|
Vehicles
|
60,524
|
60,524
|
Leasehold
Improvements
|
47,940
|
21,072
|
Computer
Software
|
56,232
|
56,232
|
Accumulated
Depreciation
|
(488,007)
|
(416,074)
|
Property
and Equipment, net
|
$294,557
|
$169,954
|
Depreciation expense for the years ended June 30, 2016 and 2015 was
$71,932 and $58,092, respectively.
NOTE 4 – INTANGIBLE ASSETS
The Company’s intangible assets are comprised of the
following on June 30, 2016 and June 30, 2015:
|
2016
|
2015
|
Patterns
and Molds
|
$18,916
|
$18,916
|
Website
Costs
|
208,615
|
120,595
|
Video
Backgrounds
|
16,172
|
16,172
|
Accumulated
Amortization
|
(144,517)
|
(132,830)
|
Intangible
Assets, Net
|
$99,186
|
$22,853
|
F-13
Amortization expense for the years ended June 30, 2016 and 2015 was
$11,687 and $9,322, respectively. The Company’s
future estimated amortization for the above intangible assets are
as follows:
Year
|
Amortization
|
2017
|
$23,448
|
2018
|
23,448
|
2019
|
22,091
|
2020
|
18,470
|
2021
|
11,728
|
Total
|
$99,186
|
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.
Convertible Notes Payable – Related Parties
Convertible notes payable due to related parties consisted of the
following as of June 30, 2016 and 2015, respectively:
|
June
30,
|
June
30,
|
|
2016
|
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 June 30, 2016 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 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 June 30, 2016, and 2015,
respectively:
|
June
30,
|
June
30,
|
|
2016
|
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 June
30, 2016 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 June
30, 2016 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 June
30, 2016 and June 30, 2015, respectively.
|
-
|
10,000
|
$50,000
face value of which $17,500 was paid, $9,600 was converted, and
$22,900 was forgiven.
|
-
|
40,400
|
F-14
$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 June 30,
2016 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
|
$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 June 30,
2016 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 $0 of June
30, 2016.
|
600,000
|
-
|
$100,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $2,993 of June 30,
2016.
|
97,007
|
-
|
$15,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $462 of June 30,
2016.
|
14,538
|
-
|
$25,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $3,354 of June 30,
2016.
|
21,646
|
-
|
$10,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $1,382 of June 30,
2016.
|
8,618
|
-
|
$100,000
face value, issued in March 2016, interest rate of 10%, matures
March 2017, net unamortized discount of $13,765 of June 30,
2016.
|
86,235
|
-
|
$10,000
face value, issued in March 2016, interest rate of 10%, matures
March 2017, net unamortized discount of $326 of June 30,
2016.
|
9,674
|
-
|
Total
convertible notes payable – non-related parties
|
1,029,718
|
572,400
|
Less
current portion
|
1,029,718
|
572,400
|
Convertible
notes payable – non-related parties, long-term
|
$-
|
$-
|
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 interest rate of 6% per annum and is
convertible into shares of the Company’s Common stock at
$0.50 per share. The note was amended on
May 23, 2016 to extend the maturity date to July 23, 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.
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
$115,000. This note is not convertible unless there is a default
event, so no BCF was valued. As of June 30, 2016 the balance of
unamortized OID was $0. The Company extended the maturity
date by issuing additional $30,000 convertible notes on May 10,
2016 to July 10, 2016, July 10, 2016 to August 18, 2016 the company
saying they are not derivatives until
it becomes convertible on the original note, however the $30,000
addition for the extensions are to be considered derivatives.
St. George released a clarification of amendments to convertible
promissory notes that explained the $30,000 extension fees are the
only portion that is to be considered as convertible and converts
within 10 days of issuance. The intent of the amendment
agreements were to insure the original note dated November 20, 2015
in the amount of $600,000 remain current and is not convertible
until the borrower defaulted under the amendment agreements dated
May 10, 2016, July 10, 2016, and August 18, 2016. Due to the almost
immediate conversion 10 days between May 10, 2016 (extension date)
and May 20, 2016 (conversion date) sequencing is required on other
instruments. Because the terms do not dictate a maximum numbers of
convertible shares, the ability to settle these obligations with
shares would be unavailable causing these obligations to
potentially be settled in cash. This condition creates a derivative
liability Under ASC 815-40.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. During the 10
day period no additional convertible instruments were issued,
therefore on the extension was considered in the derivative
calculation.
F-15
On February 15, 2016, the Company issued a convertible note to an
unrelated individual for $100,000 that matures on February 15,
2017. The note bears interest rate of 10% per annum and is
convertible into shares of the Company’s Common stock at
$0.50 per share. The Company valued a debt discount related to
the 10,000 shares of common stock issued with the note at a
relative fair value of $3,475.
On February 15, 2016, the Company issued a convertible note to an
unrelated individual for $25,000 that matures on February 15, 2017.
The note bears interest rate of 10% per annum and is convertible
into shares of the Company’s Common stock at $0.40 per share.
The Company valued a debt discount related to the 2,500 shares
of common stock issued with the note at a relative fair
value of $869.
On February 15, 2016, the Company issued a convertible note to an
unrelated individual for $15,000 that matures on February 15, 2017.
The note bears interest rate of 10% per annum and is convertible
into shares of the Company’s Common stock at $0.50 per share.
The Company valued a debt discount related to the 1,500 shares
of common stock issued with the note at a relative fair value of
$521..
On February 22, 2016, the Company issued a convertible note to an
unrelated individual for $10,000 that matures on February 22, 2017.
The note bears interest rate of 10% per annum and is convertible
into shares of the Company’s Common stock at $0.40 per share.
The Company valued a BCF related to the note valued at $618
and debt discount related to the 1,000 shares of common stock
issued with the note at a relative fair value of $393.
On March 7, 2016, the Company issued a convertible note to an
unrelated individual for $100,000 that matures on March 7, 2017.
The note bears interest rate of 10% per annum and is convertible
into shares of the Company’s Common stock at $0.40 per
share. The Company
valued a BCF related to the note valued at $24,269 and debt
discount related to the 10,000 shares of common stock issued with
the note at a relative fair value of $4,569.
On March 7, 2016, the Company issued a convertible note to an
unrelated individual for $10,000 that matures on March 7, 2017. The
note bears interest rate of 10% per annum and is convertible into
shares of the Company’s Common stock at $0.50 per share.
The Company valued a debt discount related to the 1,000 shares
of common stock issued with the note at a relative fair value of
$457.
Notes Payable – Related Parties
Notes payable due to related parties consisted of the following as
of June 30, 2016 and 2015:
|
June
30,
|
June
30,
|
|
2016
|
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, 2016 and June 30, 2015, 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
|
Total notes payable
– related parties
|
575,000
|
625,000
|
Less current
portion
|
575,000
|
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 June 30, 2016 and 2015:
|
2016
|
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
|
$-
|
$-
|
F-16
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
|
2,185,000
|
2,404,664
|
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
|
2,709,044
|
$2,888,763
|
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.
F-17
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 fiscal years ended June 30, 2016 the Company issued
1,669,000 shares of Series A-1 Preferred Stock for $1,382,390 in
cash, net of $286,610 of issuance costs, respectively.
The Company
had two conversions of 100,000 shares of Series A-1 Preferred Stock
for 200,000 shares of Common Stock, and issued 59,326 shares of
Common Stock of payment of $26,769 in accrued
dividends.
During the fiscal years ended June 30, 2015 the Company
had three
conversions of 80,000 shares of Series A-1 Preferred Stock for
160,000 shares of Common Stock, and issued 54,119 shares of Common
Stock of payment of $18,988 in accrued
dividends.
During the fiscal years ended June 30, 2016 and 2015, the
outstanding Preferred Stock accumulated $105,603 and $64,410 in
dividends on outstanding Preferred Stock. The cumulative dividends
in arrears as of June 30, 2016 were approximately
$724,176.
NOTE 7 – COMMON STOCK
The Company has authorized 250,000,000 shares of $0.001 par value
per share Common Stock, of which 102,133,344 and 95,280,257 were
issued outstanding as of June 30, 2016 and 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:
Fiscal Year Ended June 30, 2016
The Company issued 2,667,919 shares of Common Stock for the
conversion of notes and accrued interest valued at
$446,757.
The Company also issued 200,000 shares of Common Stock for the
conversion of 100,000 shares of Series A-1 Preferred
Stock and issued
59,326 shares of Common Stock of payment of $26,769 in accrued
dividends.
The Company also issued 886,098 shares of Common Stock for the
conversion warrants valued at $175,914.
The Company also issued 26,000 shares of Common Stock as incentive
to notes valued at $10,284 and recorded $22,375 in beneficial
conversion features related to new issuances of debt.
The Company issued 496,137 shares of Common Stock as payment for
services and rent valued at $225,413.
As share-based compensation to employees and non-employees, the
Company issued 812,804 shares of common stock valued at $364,851,
based on the market price of the stock on the date of issuance. As
interest expense on outstanding notes payable, the Company issued
1,704,803 shares of common stock valued at $762,076 based on the
market price on the date of issuance.
F-18
Fiscal Year Ended June 30, 2015
The Company issued 12,767,259 common shares for net cash proceeds
of $4,551,632. The Company paid as offering costs $286,720 in cash
offering costs, of which, $35,000 remained payable as of June 30,
2015. 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 12,017,259 warrants to purchase shares of the
Company’s Common Stock. The Company recognized
$1,329,758 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 5,889,105 shares of Common Stock for the
conversion of notes and accrued interest valued at
$743,085.
The Company also issued 160,000 shares of Common Stock for the
conversion of 80,000 shares of
Series A-1 Preferred Stock and issued 54,119 shares of Common Stock of
payment of $43,772 in accrued dividends.
The Company issued 385,221 shares of Common Stock as payment for
services and rent valued at $166,358.
As share-based compensation to employees and non-employees, the
Company issued 2,934,804 shares of common stock valued at
$1,030,940, based on the market price of the stock on the date of
issuance. As interest expense on outstanding notes payable, the
Company issued 2,700,046 shares of common stock valued at
$1,742,051 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.
Stock Purchase Options
During the fiscal year ended June 30, 2016, the Company did not
issue any stock purchase options.
During the 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 fiscal year ended June 30,
2016.
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
|
(55,000)
|
0.89
|
-
|
-
|
(49,150)
|
Outstanding
as of June 30, 2016
|
25,000
|
$0.15
|
$0.24
|
2.00
|
$3,750
|
F-19
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 fiscal year ended June 30, 2016, the Company
issued warrants to purchase a total of 5172,000. The Company issued
100,000 warrants in conjunction to an employment agreement entered
into in July 2015 and 1,244,000 warrants in conjunction with a
consulting agreement entered into December 2015 to June 2016. The
Company issued 75,000 warrants in conjunction with a promissory
note executed in October 2015. The Company issued 50,000 warrants
as part of a commission’s agreement, 175,000 warrants as part
of four advisory agreements. The Company also issued 3,338,000
warrants as part of a private placement and 190,000 warrants as
part a finder’s fee agreement. 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:
|
June 30, 2016
|
|
June 30, 2015
|
Expected volatility
|
106-114%
|
|
71-142%
|
Expected dividends
|
0%
|
|
0%
|
Expected term
|
2-5 Years
|
|
0.25-10 Years
|
Risk-free interest rate
|
0.71-1.01%
|
|
0.00-2.35%
|
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, 2016.
|
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
|
31,981,778
|
$0.43
|
$0.50
|
4.98
|
$13,585,289
|
Granted
|
5,172,000
|
0.45
|
0.33
|
3.52
|
2,316,000
|
Exercised
|
(813,360)
|
-
|
-
|
-
|
(630,364)
|
Cancelled/Expired
|
(1,175,868)
|
0.53
|
-
|
-
|
(2,513,817)
|
Outstanding
as of June 30, 2016
|
35,034,550
|
$0.36
|
$0.45
|
4.31
|
$12,767,108
|
F-20
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.
Date
Issued
|
Number
of Warrants
|
Weighted
Average Exercise Price
|
Weighted
Average Grant Date Fair Value
|
Expiration
Date (yrs)
|
Value
if Exercised
|
Balance
June 30, 2014
|
8,332,579
|
$0.76
|
$0.70
|
2.96
|
$6,370,432
|
Granted
|
26,464,499
|
0.24
|
0.25
|
5.56
|
9,821,607
|
Exercised
|
(750,000)
|
-
|
0.18
|
-
|
(160,000)
|
Cancelled/Expired
|
(2,065,000)
|
-
|
-
|
-
|
(2,446,750)
|
Outstanding
as of June 30, 2015
|
31,981,778
|
$0.43
|
$0.50
|
4.98
|
$13,585,289
|
NOTE 9 – INCOME TAXES
The components of the income tax (benefit) provision are as
follows:
|
As
of
|
|
|
June
30,
|
June
30,
|
|
2016
|
2015
|
Current
|
|
|
Federal
|
$-
|
$-
|
State
|
-
|
-
|
Total
Current
|
-
|
-
|
|
|
|
Deferred
|
|
|
Federal
|
-
|
-
|
State
|
-
|
-
|
Total
Deferred
|
-
|
-
|
|
|
|
Income
tax provision
|
$-
|
$-
|
A reconciliation of the expected income tax benefit (provision)
computed using the federal statutory income tax rate of 34% to the
Company’s effective income tax rate is as
follows:
|
As
of
|
|
|
June
30,
|
June
30,
|
|
2016
|
2015
|
Income
tax benefit based on federal statutory rate
|
$(488,000)
|
$(3,187,000)
|
State
income tax benefit, net of federal income tax
|
(487,000)
|
(516,000)
|
Change
in deferred tax valuation allowance
|
975,000
|
3,703,000
|
Other,
net
|
-
|
-
|
Income
tax provision
|
$-
|
$-
|
F-21
The tax effects of temporary differences that give rise to
significant portions of the Company’s deferred tax assets and
deferred tax liabilities are presented below:
|
As
of
|
|
|
June
30,
|
June
30,
|
|
2016
|
2015
|
Deferred
tax assets:
|
|
|
Debt
extinguishment
|
$-
|
$-
|
Impairment
of fixed assets
|
-
|
-
|
Domestic
net operating loss carryforwards
|
10,475,000
|
11,345,000
|
Total
gross deferred tax assets
|
10,475,000
|
11,345,000
|
|
|
|
Less
valuation allowance on deferred tax assets
|
(10,475,000)
|
(11,345,000)
|
Net
deferred tax assets
|
-
|
-
|
|
|
|
Deferred
tax liabilities:
|
|
|
Deferred
costs
|
-
|
-
|
|
|
|
Total
deferred tax liabilities
|
-
|
-
|
Net
deferred taxes
|
$-
|
$-
|
Deferred income taxes result from temporary differences between
income tax and financial reporting computed at the effective income
tax rate. The Company has established a valuation allowance against
its net deferred tax assets due to the uncertainty surrounding the
realization of such assets. Management periodically evaluates the
recoverability of the deferred tax assets. At such time it is
determined that it is more likely than not that deferred tax assets
are realizable, the valuation allowance will be
reduced.
The Company files U.S. federal and Arizona income tax returns. Our
major tax jurisdictions are U.S. federal and the State of Arizona
and are subject to tax examinations for the open years from 2009
through 2012. As of the date of this filing, the Company has not
filed its tax return for the fiscal year ended 2012. While none are
anticipated, fines and/or penalties may be associated with the
delinquent filing.
As of June 30, 2016 and 2015, the Company had net operating loss
carry-forwards for federal and state income tax purposes of
approximately $28 million and $24.7 million,
respectively. Such carryforwards may be used to reduce
taxable income, if any, in future year subject to limitations of
Section 382 of the Internal Revenue Code for federal income and
Arizona tax purposes. The Company believes an ownership
change may have occurred, as defined by Sections 382 and 383 of the
Internal Revenue Code, which could result in the forfeiture of a
significant portion of its net operating loss carry-forwards. The
Company is not using any tax attributes in the current year, but
will analyze whether a change occurred and the related impact on
its gross deferred tax assets, if needed. As the Company's analysis
is not complete, the impact to its gross deferred tax assets is
uncertain. If not utilized, the federal and state net
operating loss carry-forwards will begin expiring in
2016.
NOTE 10 – 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 June 30, 2016, and
2015. The fair values of the derivative instruments are measured
each quarter, which resulted in a gain (loss) of $4,376,280 and
$(1,545,181), and derivative expense of $0 and $524,518 during the
fiscal years ended June 30, 2016 and 2015, respectively. As of June
30, 2016 and 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
141.46 -70.62%, and a discount rate of 2.35-0.00%.
F-22
NOTE 11 – 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.
|
Liabilities measured at fair value on a recurring basis at June 30,
2016, are summarized as follows:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Fair
value of derivatives
|
$-
|
$-
|
$-
|
$-
|
Securities
available-for-sale
|
$63,600
|
$-
|
$-
|
$63,600
|
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
|
$-
|
$12,814,914
|
$-
|
$12,814,914
|
|
Fair value is calculated using the multinomial lattice
method.
NOTE 12 – 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 (located at 6671 Sunset
Blvd., Suite 1520, 1518 and 1550, Hollywood, California, 90028) for
corporate, research, engineering and mastering services. The lease
expires on December 31, 2017. The total lease expense
for the facility is approximately $15,375 per month, and the total
remaining obligations under these leases at June 30, 2016, were
approximately $295,207
We lease a warehouse space located at 8260 E Gelding Drive, Suite
102, Scottsdale, Arizona, 85260. The lease expires on
February 28, 2019. The total lease expense for the
facility is approximately $1,821 per month, and the total remaining
obligations under these leases at June 30, 2016 were approximately
$62,150
We lease corporate offices located at 7825 E Gelding Drive, Suite
101, Scottsdale, Arizona, 85260. The lease expires on
April 30, 2021. The total lease expense for the facility
is approximately $7,148 per month, and the total remaining
obligations under these leases at June 30, 2016 were approximately
$458,901
F-23
Below is a table summarizing the annual operating lease obligations
over the next 5 years:
Year
|
Lease
Payments
|
2016
|
$130,493
|
2017
|
285,382
|
2018
|
208,117
|
2019
|
108,068
|
2020
|
94,547
|
2021
|
97,315
|
Total
|
$859,952
|
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 June 30, 2016 were
approximately $724,176.
As of the date of this filing, the Company has not filed its tax
return for the fiscal year ended 2015 and 2016.
NOTE 13 - 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 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 June 30, 2016 the balance of
unamortized OID was $0. The Company extended the maturity
date by issuing additional $30,000 convertible notes on May 10,
2016 to July 10, 2016, and August 18, 2016 the company saying they are not derivatives until it becomes
convertible on the original note, however the $30,000 addition for
the extensions are to be considered derivatives. St. George
released a clarification of amendments to convertible promissory
notes that explained the $30,000 extension fees are the only
portion that is to be considered as convertible and converts within
10 days of issuance. The intent of the amendment agreements
were to insure the original note dated November 20, 2015 in the
amount of $600,000 remain current and is not convertible until the
borrower defaulted under the amendment agreements dated May 10,
2016, July 10, 2016, and August 18, 2016. Due to the almost
immediate conversion 10 days between May 10, 2016 (extension date)
and May 20, 2016 (conversion date) sequencing is required on other
instruments. Because the terms do not dictate a maximum numbers of
convertible shares, the ability to settle these obligations with
shares would be unavailable causing these obligations to
potentially be settled in cash. This condition creates a derivative
liability Under ASC 815-40.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. During the 10
day period no additional convertible instruments were issued,
therefore on the extension was considered in the derivative
calculation.
On July 26, 2016, the Company issued a convertible note to an
unrelated individual for $50,000 that matures on September 26,
2016. The note bears interest rate of 0% per annum and
is convertible into shares of the Company’s Common stock at
$0.40 per share, as part of the note the company issued options to
purchase 35,000 shares of 144 restricted common stock at an
exercise price $0.50 for a two-year period.
On August 08, 2016, the Company issued a convertible note to an
unrelated individual for $30,000 that matures on October 08,
2016. The note bears interest rate of 0% per annum and
is convertible into shares of the Company’s Common stock at
$0.40 per share, as part of the note the company issued options to
purchase 21,000 shares of 144 restricted common stock at an
exercise price $0.50 for a two-year period.
On August 11, 2016, the Company issued a convertible note to an
unrelated individual for $30,000 that matures on October 11,
2016. The note bears interest rate of 0% per annum and
is convertible into shares of the Company’s Common stock at
$0.40 per share, as part of the note the company issued options to
purchase 21,000 shares of 144 restricted common stock at an
exercise price $0.50 for a two-year period.
On August 26, 2016, the Company issued a convertible note to an
unrelated individual for $50,000 that matures on August 26,
2017. The note bears interest rate of 10% per annum and
is convertible into shares of the Company’s Common stock at
$0.40 per share.
On September 1, 2016, an unrelated individual converted a
convertible note entered into on August 21, 2012, with a principal
balance of $50,000 and $21,164 in accrued interest at a rate of
$0.25 per share of the Company’s Common stock for 280,650
shares.
On September 27, 2016, the Company issued a convertible note to an
unrelated individual for $1,000,000 that matures on December 22,
2016. The fund will be used for the manufacturing of the companies
AfterMaster Pro TV box. The note bears interest rate of 10% per
annum and is convertible into shares of the Company’s Common
stock at $0.40, per share, as part of the note the company issued
100,000 shares of 144 restricted common stock for a value of
$34,500.
F-24