Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to __________
Commission file number 001-10196
AFTERMASTER, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
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23-2517953
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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6671 Sunset Blvd., Suite 1520
Hollywood, CA 90028
(Address of principal executive offices) (Zip Code)
(310) 657-4886
(Registrant’s telephone number, including area
code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the Registrant was required to submit
and post such files).
☒ Yes ☐ No
(Not required)
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act).
☐ Yes ☒
No
At November 14, 2016, the number of shares outstanding of Common
Stock, $0.001 par value, was 104,342,979 shares.
1
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AFTERMASTER, INC.
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INDEX
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PART I - FINANCIAL INFORMATION
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PAGE NUMBER
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Item 1.
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Financial Statements
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3
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Condensed Consolidated Balance Sheets - September 30, 2016
(unaudited) and June 30, 2016
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3
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Condensed Consolidated Statements of Operations - For the three
months ended September 30, 2016 and 2015 (unaudited)
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4
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Condensed Consolidated Statements of Cash Flows - For the three
months ended September 30, 2016 and 2015 (unaudited)
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5
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Notes to Condensed Consolidated Financial Statements
(unaudited)
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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17
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Item 3.
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Quantitative and Qualitative Disclosure About Market
Risks
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25
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Item 4T.
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Controls and Procedures
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25
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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26
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Item 1A.
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Risk Factors
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26
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Item 2.
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Unregistered Sales of Equity Securities and Use of
Proceeds
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26
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Item 3.
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Defaults Upon Senior Securities
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26
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Item 4.
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Submission of Matters to a Vote of Security Holders
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26
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Item 5.
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Other Information
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26
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Item 6.
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Exhibits
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26
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SIGNATURES
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27
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2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS.
AFTERMASTER, INC.
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Consolidated Balance Sheets
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September
30,
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June
30,
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2016
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2016
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(Unaudited)
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ASSETS
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Current
Assets
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Cash
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$971,712
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$394,325
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Accounts
receivable, net
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15,995
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11,389
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Inventory
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41,333
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-
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Available
for sale securities
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87,000
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63,600
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Prepaid
expenses
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453,935
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1,078,819
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Total
Current Assets
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1,569,975
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1,548,133
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Property
and equipment, net
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313,928
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294,557
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Intangible
assets, net
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115,629
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99,186
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Deposits
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33,363
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33,363
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Prepaid
expenses, net of current
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15,920
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18,217
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Total
Assets
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$2,048,815
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$1,993,456
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current
Liabilities
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Accounts
payable and other accrued expenses
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$349,415
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$225,001
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Accrued
interest
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69,411
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77,335
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Deferred
revenue
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754,571
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740,200
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Accrued
consulting services - related party
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27,864
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28,561
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Lease
payable
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-
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984
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Notes
payable - related party
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575,000
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575,000
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Notes
payable
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40,488
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40,488
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Convertible
notes payable - related party
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3,925,000
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3,925,000
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Convertible
notes payable, net of discount of $47,413 and $22,282,
respectively
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2,111,411
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1,029,718
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Total
Current Liabilities
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7,853,160
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6,642,287
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Total
Liabilities
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7,853,160
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6,642,287
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Stockholders'
Deficit
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Convertible
preferred stock, Series A; $0.001 par value; 100,000 shares
authorized, 15,500 shares issued and outstanding
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16
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16
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Convertible
preferred stock, Series A-1; $0.001 par value; 3,000,000 shares
authorized 2,615,000 and 2,185,000 shares issued and outstanding,
respectively
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2,615
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2,185
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Convertible
preferred stock, Series B; $0.001 par value; 200,000 shares
authorized, 3,500 shares issued and outstanding
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3
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3
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Convertible
preferred stock, Series C; $0.001 par value; 1,000,000 shares
authorized, 13,404 shares issued and outstanding
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13
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13
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Convertible
preferred stock, Series D; $0.001 par value; 375,000 shares
authorized, 130,000 shares issued and outstanding
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130
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130
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Convertible
preferred stock, Series E; $0.001 par value; 1,000,000 shares
authorized, 275,000 shares issued and outstanding
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275
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275
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Convertible
preferred stock, Series P; $0.001 par value; 600,000 shares
authorized, 86,640 shares issued and outstanding
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87
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87
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Convertible
preferred stock, Series S; $0.001 par value; 50,000 shares
authorized, -0- shares issued and outstanding
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-
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-
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Common
stock, authorized 250,000,000 shares,
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par
value $0.001; 103,892,588 and 102,133,344 shares
issued
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and
outstanding, respectively
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103,901
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102,140
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Additional
paid In capital
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60,025,286
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58,997,912
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Accumulated
other comprehensive income
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57,000
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33,600
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Accumulated
Deficit
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(65,993,671)
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(63,785,192)
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Total
Stockholders' Deficit
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(5,804,345)
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(4,648,831)
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Total
Liabilities and Stockholders' Deficit
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$2,048,815
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$1,993,456
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The accompanying notes are an integral part of these consolidated
financial statements.
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3
AFTERMASTER, INC.
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Consolidated Statements of Operations and Comprehensive Income
(Loss)
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(Unaudited)
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For the
Three Months Ended
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September
30,
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2016
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2015
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REVENUES
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AfterMaster
Revenues
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54,486
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19,780
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Licensing
Revenues
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-
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1,800,000
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Total
Revenues
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54,486
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1,819,780
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COSTS
AND EXPENSES
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Cost
of Revenues (Exclusive of Depreciation and
Amortization)
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162,095
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93,134
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Depreciation
and Amortization Expense
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40,539
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17,018
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Research
and Development
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66,995
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26,785
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Advertising
and Promotion Expense
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15,079
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1,518
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Legal
and Professional Expense
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24,266
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126,734
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Non-Cash
Consulting Expense
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871,971
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879,545
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General
and Administrative Expenses
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712,836
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1,131,982
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Total
Costs and Expenses
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1,893,781
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2,276,716
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Loss
from Operations
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(1,839,295)
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(456,936)
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Other
Income (Expenses)
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Interest
Expense
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369,073
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(180,380)
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Change
in Fair Value of Derivative
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(111)
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4,374,585
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Gain
(Loss) on Extinguishment of Debt
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95,447
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Total
Other Income (Expenses)
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(369,184)
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4,289,652
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Income
(Loss) Before Income Taxes
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(2,208,479)
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3,832,716
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Income
Tax Expense
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-
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-
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NET
INCOME (LOSS)
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$(2,208,479)
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$3,832,716
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Preferred
Stock Accretion and Dividends
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(42,238)
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(16,789)
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NET
INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
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$(2,250,717)
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$3,815,927
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Basic
Income (Loss) Per Share of Common Stock
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$(0.02)
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$0.04
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Weighted
Average Number of Shares Outstanding
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102,516,086
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95,491,549
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Diluted
Income (Loss) Per Share of Common Stock
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$(0.02)
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$0.03
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Diluted
Weighted Average Number of Shares Outstanding
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102,516,086
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119,351,785
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Other
Comprehensive Income, net of tax
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NET
LOSS AVAILABLE TO COMMON SHAREHOLDERS
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(2,250,717)
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3,815,927
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Unrealized
gain (loss) on AFS Securities
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23,400
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(600,000)
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COMPREHENSIVE
INCOME (LOSS)
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$(2,227,317)
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$3,215,927
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The
accompanying notes are an integral part of these consolidated
financial statements.
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4
AFTERMASTER,
INC.
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Consolidated
Statements of Cash Flows
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(Unaudited)
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For
the Three Months Ended
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September
30,
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2016
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2015
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OPERATING
ACTIVITIES
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Net Income
(Loss)
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$(2,208,479)
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$3,832,716
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Adjustments to
reconcile net income (loss) to net cash from operating
activities:
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Depreciation and
amortization
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40,539
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17,018
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Share-based
compensation - Common Stock
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106,014
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128,061
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Common stock issued
for services and rent
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3,838
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140,917
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Common stock issued
for preferred dividends
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-
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11,981
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Common stock issued
to extend the maturity dates on debt
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60,000
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-
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Amortization of
debt discount and issuance costs
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92,241
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-
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(Gain)/Loss on
extinguishment of debt
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-
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(95,447)
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Gain (loss)
remeasurement of derivative
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111
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(4,374,585)
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Licensing Revenue
from the issuance of AFS Securities
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-
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(1,800,000)
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Changes in
Operating Assets and Liabilities:
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Other
receivables
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(4,606)
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3,500
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Inventory
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(41,333)
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-
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Other
assets
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745,431
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789,364
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Accounts payable
and accrued expenses
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124,414
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221,489
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Accrued
interest
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216,880
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-
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Deferred
revenue
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14,371
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-
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Accrued consulting
services - related party
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(697)
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-
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Net Cash Used in
Operating Activities
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(851,276)
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(1,124,986)
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INVESTING
ACTIVITIES
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Purchase of
property and equipment
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(53,353)
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(15,395)
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Purchase of
intangible assets
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(23,000)
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-
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Net Cash Used in
Investing Activities
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(76,353)
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(15,395)
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FINANCING
ACTIVITIES
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A-1 Preferred Stock
issued for cash
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346,000
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14,090
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Proceeds from
convertible notes payable
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1,160,000
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-
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Repayments of
convertible notes payable
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-
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(17,500)
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Lease
Payable
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(984)
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(10,732)
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Net Cash Provided
by Financing Activities
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1,505,016
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(14,142)
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NET INCREASE
(DECREASE) IN CASH
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577,387
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(1,154,523)
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CASH AT BEGINNING
OF PERIOD
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394,325
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2,185,702
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CASH AT END OF
PERIOD
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$971,712
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$1,031,179
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
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CASH PAID
FOR:
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Interest
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$-
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$-
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NON CASH FINANCING
ACTIVITIES:
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Beneficial
conversion feature
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$30,519
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$
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Conversion
of notes and Interest into common stock
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$334,804
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$296,693
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Conversion of
preferred stock for common stock
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$-
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$50
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Common stock and
warrants issued for interest
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$-
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$527,000
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Conversion
of Derivative Liability
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$56,791
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$8,440,357
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MTM
on AFS securities
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$23,400
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$-
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Common stock issued
with convertible debt
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$33,349
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$-
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Common stock issued
for prepaid expenses
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$118,250
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$-
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Derivative
liability
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$56,680
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$-
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The
accompanying notes are an integral part of these consolidated
financial statements.
5
Notes to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the
Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations, and cash flows at September 30, 2016, and for all
periods presented herein, have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have
been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's
June 30, 2015 audited financial statements. The results
of operations for the periods ended September 30, 2016 and 2015 are
not necessarily indicative of the operating results for the full
years.
NOTE 2 – GOING CONCERN
The
Company's financial statements are prepared using generally
accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has an accumulated deficit of $65,993,671,
negative working capital of $6,283,185, 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 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the
reported amounts of revenue and expenses during the reporting
periods. Significant estimates are made in relation to the
allowance for doubtful accounts and the fair value of certain
financial instruments.
Principles of Consolidation
The consolidated financial statements include the accounts of
AfterMaster, Inc. and its subsidiaries. All significant
inter-Company accounts and transactions have been
eliminated.
Investments
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.
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.
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.
6
AFTERMASTER, INC.
Notes to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
-
continued
Fair Value Instruments
Cash is the Company’s only financial asset or liability
required to be recognized at fair value and is measured using
quoted prices for active markets for identical assets (Level 1 fair
value hierarchy). The carrying amounts reported in the
balance sheets for notes receivable and accounts payable and
accrued expenses approximate their fair market value based on the
short-term maturity of these instruments.
The fair value of the Company’s notes payable at September
30, 2016 is approximately $6,651,899. Market prices are
not available for the Company’s loans due to related parties
or its other notes payable, nor are market prices of similar loans
available. The Company determined that the fair value of
the notes payable based on its amortized cost basis due to the
short term nature and current borrowing terms available to the
Company for these instruments.
Reclassification
Certain amounts in the prior period financial statements have been
reclassified to conform to the current period presentation. These
reclassifications had no effect on reported losses.
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, the Company used this sequencing
policy, all instruments convertible into common stock, including
warrants and the conversion feature of notes payable, issued
subsequent to July 5, 2016 until the note was converted on the same
day were derivative liabilities. 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 August 19, 2016 until the note was converted
on August 22, 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.
Income Taxes
There is no income tax provision for the three months ended
September 30, 2016 and 2015 due to net operating losses for which
there is no benefit currently available.
At September 30, 2016, the Company had deferred tax assets
associated with state and federal net operating losses. The Company
has recorded a corresponding full valuation allowance as it is more
likely than not that some portion of all of the deferred tax assets
will not be realized.
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.
7
AFTERMASTER, INC.
Notes to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
-
continued
Loss Per Share
Basic earnings (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 three
months ended September 30, 2016 and 2015 of $42,238 and $16,789,
respectively.
Diluted earnings per Common Share is computed by dividing income
(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 three months ended September 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 27,689,839 and 23,860,236 at
September 30, 2016 and 2015, respectively.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements
issued since the last audit of our consolidated financial
statements. The Company’s management believes that these
recent pronouncements will not have a material effect on the
Company’s consolidated financial statements.
NOTE 4 – SECURITIES AVAILABLE-FOR-SALE
On November 10, 2014, the Company received 600,000 shares of b
Booth stock as part of an Asset License agreement with b Booth. The
following table presents the amortized cost, gross unrealized
gains, gross unrealized losses, and fair market value of
available-for-sale equity securities, nearly all of which are
attributable to the Company's investment in b Booth stock, as
follows:
|
September 30, 2016
|
|||||
|
Amortized
|
Gross unrealized
|
Gross unrealized
|
Gross realized
|
Gross realized
|
Fair
|
|
cost
|
gains
|
losses
|
gains
|
losses
|
value
|
Equity
securities
|
$63,600
|
$23,400
|
$-
|
$-
|
$-
|
$87,000
|
|
June 30, 2016
|
|||||
|
Amortized
|
Gross unrealized
|
Gross unrealized
|
Gross realized
|
Gross realized
|
Fair
|
|
cost
|
gains
|
losses
|
gains
|
losses
|
value
|
Equity
securities
|
$1,800,000
|
$15,600
|
$-
|
$-
|
$(1,752,000)
|
$63,600
|
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.
8
AFTERMASTER, INC.
Notes to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
Convertible Notes Payable – Related Parties
Convertible notes payable due to related parties consisted of the
following as of September 30, 2016 and June 30, 2016,
respectively:
|
September
30,
|
June
30,
|
|
2016
|
2016
|
|
|
|
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 September 30, 2016 and June 30,
2016.
|
$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 September 30, 2016 and June 30, 2016,
respectively:
|
September
30,
|
June
30,
|
|
2016
|
2016
|
$15,000
face value, issued in October 2011, interest rate of 10%, matures
in June 2012, net of unamortized discount of $0 as of September 30,
2016. and June 30, 2016, respectively.
|
$15,000
|
$15,000
|
$50,000
face value of which $50,000 was converted.
|
-
|
50,000
|
$20,000
face value, issued in June 2014, interest rate of 6%, matures
December 2014, net unamortized discount of $0 as of September 30,
2016 and June 30, 2016 respectively.
|
20,000
|
20,000
|
$7,000
face value, issued in July 2014, interest rate of 6%, matures
October 2014, net unamortized discount of $0 as of September 30,
2016 and June 30, 2016, respectively.
|
7,000
|
7,000
|
$100,000
face value, issued in October 2015, interest rate of 6%, matures
February 2016.
|
100,000
|
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
September 30, 2016 and June 30, 2016, respectively.
|
600,000
|
600,000
|
$100,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $1,311 and $2,993 of
September 30, 2016 and June 30, 2016, respectively .
|
98,689
|
97,007
|
$15,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $196 and $462 of
September 30, 2016 and June 30, 2016, respectively .
|
14,804
|
14,538
|
$25,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $328 and $3,354 of
September 30, 2016 and June 30, 2016, respectively .
|
24,672
|
21,646
|
$10,000
face value, issued in February 2016, interest rate of 10%, matures
February 2017, net unamortized discount of $401 and$1,382 of
September 30, 2016 and June 30, 2016, respectively .
|
9,599
|
8,618
|
$100,000
face value, issued in March 2016, interest rate of 10%, matures
March 2017, net unamortized discount of $12,483 and $13,765 of
September 30, 2016 and June 30, 2016, respectively .
|
87,517
|
86,235
|
9
AFTERMASTER, INC.
Notes to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 5 – NOTES PAYABLE
-
continued
$10,000
face value, issued in March 2016, interest rate of 10%, matures
March 2017, net unamortized discount of $1,248 and $326 of
September 30, 2016 and June 30, 2016, respectively .
|
8,752
|
9,674
|
$50,000
face value, issued in July 2016, interest rate of 0%, matures
September 2016, net unamortized discount of $0 of September 30,
2016
|
50,000
|
-
|
$30,000
face value, issued in August 2016, interest rate of 0%, matures
October 2016, net unamortized discount of $1,198 of September 30,
2016
|
28,802
|
-
|
$50,000
face value, issued in August 2016, interest rate of 0%, matures
August 2017.
|
50,000
|
-
|
$30,000
face value, issued in August 2016, interest rate of 0%, matures
October 2016, net unamortized discount of $1,238 of September 30,
2016.
|
28,762
|
-
|
$1,000,000
face value, issued in September 2016, interest rate of 10%, matures
December 22, 2016, net unamortized discount of $32,186 of September
30, 2016.
|
967,814
|
-
|
Total
convertible notes payable – non-related parties
|
2,111,411
|
1,029,718
|
Less
current portion
|
2,111,411
|
1,029,718
|
Convertible
notes payable – non-related parties, long-term
|
$-
|
$-
|
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
$33,349.
Notes Payable – Related Parties
Notes payable due to related parties consisted of the following as
of September 30, 2016 and June 30, 2016, respectively:
|
September
30,
|
June
30,
|
|
2016
|
2016
|
|
|
|
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 September 30, 2016. and June 30, 2016,
respectively, of which $35,000 has been paid.
|
$575,000
|
$575,000
|
Total notes payable
– related parties
|
575,000
|
575,000
|
Less current
portion
|
575,000
|
575,000
|
Notes payable -
related parties, long term
|
$-
|
$-
|
10
AFTERMASTER, INC.
Notes
to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 5 – NOTES PAYABLE
- continued
Notes Payable – Non-Related
Parties
Notes payable due to non-related parties consisted of the following
as of September 30, 2016 and June 30, 2016,
respectively:
|
September
30,
|
June
30,
|
|
2016
|
2016
|
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
|
$-
|
$-
|
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
|
2,615,000
|
277,915
|
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
|
3,139,044
|
$762,014
|
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.
11
AFTERMASTER, INC.
Notes
to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 6 – CONVERTIBLE PREFERRED STOCK
-
continued
The Company's Series C Convertible Preferred Stock ("Series C
Preferred") is convertible at a rate of 0.007 share of Common Stock
per share of Series C Preferred. Holders are entitled to
dividends only to the extent of the holders of the Company’s
Common Stock receive dividends.
The Company's Series D Convertible Preferred Stock ("Series D
Preferred") is convertible at a rate of 0.034 share of Common Stock
per share of Series D Preferred. Holders are entitled to
a proportionate share of any dividends paid as though they were
holders of the number of shares of Common Stock of the Company into
which their shares of are convertible as of the record date fixed
for the determination of the holders of Common Stock of the Company
entitled to receive such distribution.
The Company's Series E Convertible Preferred Stock ("Series E
Preferred") is convertible at a rate of 0.034 share of Common Stock
per share of Series E Preferred. Holders are entitled to a
proportionate share of any dividends paid as though they were
holders of the number of shares of Common Stock of the Company into
which their shares of are convertible as of the record date fixed
for the determination of the holders of Common Stock of the Company
entitled to receive such distribution.
The Company's Series P Convertible Preferred Stock ("Series P
Preferred") is convertible at a rate of 0.007 share of Common Stock
for each share of Series P Preferred. Holders are entitled to
dividends only to the extent of the holders of the Company’s
Common Stock receive dividends.
In the event of a liquidation, dissolution or winding up of the
affairs of the Company, holders of Series A Preferred Stock, Series
P Convertible Preferred Stock, Series C Convertible Preferred Stock
have no liquidation preference over holders of the Company’s
Common Stock. Holders of Second Series B Preferred Stock
have a liquidation preference over holders of the Company’s
Common Stock and the Company’s Series A Preferred
Stock. Holders of Series D Preferred Stock are entitled
to receive, before any distribution is made with respect to the
Company’s Common Stock, a preferential payment at a rate per
each whole share of Series D Preferred Stock equal to
$1.00. Holders of Series E Preferred Stock are entitled
to receive, after the preferential payment in full to holders of
outstanding shares of Series D Preferred Stock but before any
distribution is made with respect to the Company’s Common
Stock, a preferential payment at a rate per each whole share of
Series E Preferred Stock equal to $1.00. Holders of
Series A-1 Preferred Stock are
superior in rank to the Company’s Common Stock and to all
other series of Preferred Stock heretofore designated with respect
to dividends and liquidation.
The activity surrounding the issuances of the Preferred Stock is as
follows:
During the three months ended September 30, 2016 the Company issued
430,000 shares of Series A-1 Preferred Stock for $346,000 in
cash.
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 three months ended September 30, 2016 and 2015, the
outstanding Preferred Stock accumulated $42,238 and $16,789 in
dividends on outstanding Preferred Stock. The cumulative dividends
in arrears as of September 30, 2016 were approximately
$734,781.
NOTE 7 – COMMON STOCK
The Company has authorized 250,000,000 shares of $0.001 par value
per share Common Stock, of which 103,892,588 and 102,133,344 were
issued outstanding as of September 30, 2016 and June 30, 2016,
respectively. The Company amended its articles of incorporation on
August 28, 2015 to increase the number of authorized shares to
250,000,000. The activity surrounding the issuances of the Common
Stock is as follows:
For the Three Months Ended September 30, 2016
The Company issued 552,733 shares of Common Stock for the
conversion of notes and accrued interest valued at
$130,022.
The Company also issued 100,000 shares of Common Stock as incentive
to notes valued at $33,349 and recorded $30,519 in beneficial
conversion features related to new issuances of debt.
The Company issued 309,965 shares of Common Stock as payment for
services and rent valued at $122,136.
As share-based compensation to employees and non-employees, the
Company issued 271,831 shares of common stock valued at $106,014,
based on the market price of the stock on the date of issuance. As
interest expense on outstanding notes payable, the Company issued
524,715 shares of common stock valued at $204,639 based on the
market price on the date of issuance.
12
AFTERMASTER, INC.
Notes
to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 7 – COMMON STOCK
-
continued
For the Three Months Ended September 30, 2015
The Company issued 1,048,173 shares of Common Stock for the
conversion of notes and accrued interest valued at
$125,998.
The Company also issued 100,000 shares of Common Stock for the
conversion of 50,000 shares of Series A-1 Preferred
Stock and issued
27,863 shares of Common Stock of payment of $12,932 in accrued
dividends.
The Company issued 301,949 shares of Common Stock as payment for
services and rent valued at $140,917.
As share-based compensation to employees and non-employees, the
Company issued 156,458 shares of common stock valued at $67,277,
based on the market price of the stock on the date of issuance. As
interest expense on outstanding notes payable, the Company issued
396,964 shares of common stock valued at $170,695 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 three months ended September 30, 2016 and fiscal year
ended June 30, 2015, the Company did not issue any stock purchase
options.
The following table summarizes the changes in options outstanding
of the Company during the three months ended September 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, 2016
|
35,034,550
|
$0.36
|
$0.45
|
4.31
|
$12,767,108
|
Granted
|
937,000
|
0.45
|
0.32
|
2.92
|
2,720,000
|
Exercised
|
-
|
-
|
-
|
-
|
-
|
Cancelled/Expired
|
(1,163,532)
|
0.30
|
-
|
-
|
(2,662,296)
|
Outstanding
as of September 30, 2016
|
34,808,018
|
$0.37
|
$0.48
|
4.20
|
$12,824,812
|
|
|
|
|
|
|
The following table summarizes the changes in options outstanding
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
|
(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
|
Stock Purchase Warrants
During the three months ended September 30, 2016, the Company
issued warrants to purchase a total of 937,000. The Company issued
77,000 warrants in conjunction with three promissory notes executed
in July 2016 and August 2016. The Company also issued 860,000
warrants as part of a private placement. The warrants were valued
using the Black-Scholes pricing model under the assumptions noted
below. The Company apportioned value to the warrants based on the
relative fair market value of the Common Stock and
warrants.
13
AFTERMASTER, INC.
Notes
to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 8 – STOCK PURCHASE OPTIONS AND WARRANTS
-
continued
During the fiscal year ended June 30, 2016, the Company issued
warrants to purchase a total of 5,172,000. 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.
The following table presents the assumptions used to estimate the
fair values of the stock warrants and options granted:
|
|
September 30, 2016
|
|
June 30, 2016
|
Expected volatility
|
|
100-102%
|
|
106-114%
|
Expected dividends
|
|
0%
|
|
0%
|
Expected term
|
|
3 Years
|
|
2-5 Years
|
Risk-free interest rate
|
|
0.76-0.92%
|
|
0.71-1.01%
|
The following table summarizes the changes in warrants outstanding
issued to employees and non-employees of the Company during the
nine months ended September 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, 2016
|
25,000
|
$0.15
|
$0.24
|
2.00
|
$3,750
|
Granted
|
-
|
-
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
-
|
-
|
Cancelled/Expired
|
-
|
-
|
-
|
-
|
-
|
Outstanding
as of September 30, 2016
|
25,000
|
$0.15
|
$0.24
|
1.75
|
$3,750
|
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.
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
|
NOTE 9 – FINANCIAL INSTRUMENTS
The Company has financial instruments that are considered
derivatives or contain embedded features subject to derivative
accounting. Embedded derivatives are valued separately from the
host instrument and are recognized as derivative liabilities in the
Company’s balance sheet. The Company measures these
instruments at their estimated fair value and recognizes changes in
their estimated fair value in results of operations during the
period of change. The Company has estimated the fair value of these
embedded derivatives for convertible debentures and associated
warrants using a multinomial lattice model as of September 30, 2016
and 2015. The fair values of the derivative instruments are
measured each quarter, which resulted in a gain (loss) of $(111)
and $4,374,585, and derivative expense of $0 and $0 during the
three months ended September 30, 2016 and 2015, respectively. As of
September 30, 2016 and June 30, 2016, the fair market value of the
derivatives aggregated $0 and $0, respectively, using the following
assumptions: estimated 3-0 year term, estimated volatility of
104.34 -71.93%, and a discount rate of 0.88-0.24%.
14
AFTERMASTER, INC.
Notes
to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 10 – FAIR VALUE MEASUREMENTS
For asset and liabilities measured at fair value, the Company uses
the following hierarchy of inputs:
●
|
Level
one — Quoted market prices in active markets for identical
assets or liabilities;
|
|
|
●
|
Level
two — Inputs other than level one inputs that are either
directly or indirectly observable; and
|
|
|
●
|
Level
three — Unobservable inputs developed using estimates and
assumptions, which are developed by the reporting entity and
reflect those assumptions that a market participant would
use.
|
Liabilities measured at fair value on a recurring basis at
September 30, 2016, are summarized as follows:
|
Level 1
|
Level
2
|
Level
3
|
Total
|
Fair
value of derivatives
|
$-
|
$-
|
$-
|
$-
|
Securities
available-for-sale
|
$87,000
|
$-
|
$-
|
$87,000
|
Liabilities measured at fair value on a recurring basis at June 30,
2015, are summarized as follows:
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Fair
value of derivatives
|
$-
|
$-
|
$-
|
$-
|
Securities
available-for-sale
|
$63,600
|
$-
|
$-
|
$63,600
|
NOTE 11 – COMMITMENTS AND CONTINGENCIES
Legal
Proceedings
The Company may become involved in certain legal proceedings and
claims which arise in the normal course of business. The Company is
not a party to any litigation. To the best of the knowledge of our
management, there are no material litigation matters pending or
threatened against us.
Lease Agreements
We lease offices in Hollywood, California (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 September 30, 2016,
were approximately $226,769
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 September 30, 2016 were
approximately $56,685
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 September 30, 2016 were
approximately $437,455
15
AFTERMASTER, INC.
Notes
to Consolidated Financial Statements
September
30, 2016 and June 30, 2016
NOTE 11 – COMMITMENTS AND CONTINGENCIES -
continued
Below is a table summarizing the annual operating lease obligations over the next 5 years:
Year
|
Lease
Payments
|
2017
|
212,862
|
2018
|
208,117
|
2019
|
108,068
|
2020
|
94,547
|
2021
|
97,315
|
Total
|
$720,909
|
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 September 30, 2016 were
approximately $734,781.
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 October 1, 2016, the Company issued 300,000 shares of common
stock as payment for services as part of an advisory agreement
valued at $117,000. As part of the agreement the Company also
issued 300,000 warrants as payment for services. The warrants are
have a term of two years, which vest immediately, exercisable at a
price of $0.40 valued at $66,447
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. The Company extended the maturity date
for the fourth time by issuing additional $30,000 convertible notes
on October 3, 2016 to November 17, 2016 the company saying
they are not derivatives until it becomes convertible on the
original note, however the $30,000 addition for the extension is 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 agreement dated October 3, 2016. Due
to the immediate conversion into 150,391 shares of common stock on
October 3, 2016 (extension and 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 extension and conversion day period
no additional convertible instruments were issued, therefore on the
extension was considered in the derivative
calculation.
On October 27, 2016, the Company issued 25,000 shares of Series A-1 Preferred Stock for
$25,000 in cash as part of a private placement. The Company also issued
50,000 warrants as part of a private placement valued at $10,692.
The warrants were valued using the Black-Scholes pricing
model.
16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -
continued
General
Corporate Background
We are a Delaware public Company traded on the Over-The-Counter
Bulletin Board (ticker symbol: AFTM). As of November 14, 2016,
there were 104,342,979
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
facilities.
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
●
We began manufacturing our first AfterMaster
branded consumer electronics product, "Aftermaster Pro", in
October. Through Crowd-funding platforms, the company pre-sold
thousands of Aftermaster Pro units to buyers in dozens of
countries, with sales totaling over $750,000. A majority of the
sales were at $150 per unit. www.aftermasterpro.com.
●
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 and will formally launch 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.
●
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 November which
it expects to be an additional profit center for its studio complex
in Hollywood.
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.
18
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -
continued
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
technology has been recognized with several awards including three
at the 2016 CES show in Las Vegas. 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. Further information on AfterMaster and
AfterMaster products can be found at www.AfterMaster.com.
Aftermaster Consumer Electronics Products
The Company designs, manufactures and markets unique consumer
electronics hardware products branded as "AfterMaster" products. We
recently began the manufacturing of our 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 a 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 Crowd-funding platforms, the company pre-sold over 4,000
Aftermaster Pro's to buyers in dozens of countries, totaling over
$750,000. A majority of the sales were at $150 per
unit. www.aftermasterpro.com.
The revenues from the Crowd-funding sales are currently recorded as
deferred revenue and will be recognized as revenue when the units
are shipped. The Company has issued a purchase order for 100,000
units with its main supplier and is shipping units as parts are
available. The Company has negotiated several venues in which to
market its Aftermaster Pro, including in-store, on-line and via
infomercial.
Additional Aftermaster branded products are under development,
which we expect to introduce in the coming year.
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
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -
continued
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.
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.
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -
continued
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.
ProMasterHD.com went
live in a soft beta launch in the fourth quarter of 2015 to test
functionality and generate feedback from users. The Company plans a
high-profile worldwide marketing launch for ProMaster in the last
calendar quarter of 2016.
Recording and Mastering Studios
Aftermaster operates 7 recording and mastering studios at
it’s Hollywood California facilities. 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 best
recording studios in the US when it opens in November.
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.
21
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -
continued
Employees
As of September 30, 2016 we employed thirteen full-time and one
part-time employees. We expect to seek additional employees in
the next year to handle anticipated potential growth.
We believe that our relationship with our employees is
good. None of our employees are members of any union nor
have they entered into any collective bargaining
agreements.
Facilities
We lease offices in Hollywood, California (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 September 30, 2016,
were approximately $249,082
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 September 30, 2016 were
approximately $56,687
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 September 30, 2016 were
approximately $437,457.
RESULTS OF OPERATIONS
|
|
|
|
|
|
Revenues
|
|
|
|
Three
Months Ended
|
|
|
September
30,
|
|
|
2016
|
2015
|
|
|
|
AfterMaster
Revenues
|
54,486
|
19,780
|
Licensing
Revenues
|
-
|
1,800,000
|
Total
Revenues
|
$54,486
|
$1,819,780
|
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 quarter ending September 30, 2016, increased to $54,486, as
compared to $19,780 for the comparable quarter ending September 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 decreased to $0 during the quarter ending
September 30, 2016, as compared to the $1,800,000 for the
comparable quarter ending September 30, 2015, due primarily to a
licensing contract with bBooth no longer being in
place.
In the aggregate, total Company revenues decreased to $54,486 for
the quarter ending September 30, 2016, as compared to total
revenues of $1,819,780 for the quarter ending September 30, 2015,
due to a decrease in licensing revenues.
Cost of Revenues
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
September
30,
|
|
|
2016
|
2015
|
Cost of
Revenues (excluding depreciation and
amortization)
|
$162,095
|
$93,134
|
|
|
|
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - continued
Cost of sales consists primarily of AfterMaster Studio Rent,
Consultants, senior engineers, and Internet connectivity and
excludes depreciation and amortization on the studios. The increase
in cost of sales for the three months ended September 30, 2016,
over the comparable period for the prior fiscal year, is
attributable, primarily, to the Company hiring a new senior
engineer and increase in studio rent for new state-of-the-art
recording studio.
Other Operating Expenses
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
September
30,
|
|
|
2016
|
2015
|
Depreciation
and Amortization Expense
|
$40,539
|
$17,018
|
Research
and Development
|
66,995
|
26,785
|
Advertising
and Promotion Expense
|
15,079
|
1,518
|
Legal
and Professional Expense
|
24,266
|
126,734
|
Non-Cash
Consulting Expense
|
871,971
|
879,545
|
General
and Administrative Expenses
|
712,836
|
1,131,982
|
Total
|
$1,731,686
|
$2,183,582
|
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 quarter ended
September 30, 2016, General and
Administrative expenses decreased by $419,146, as
compared to the quarter ending
September 30, 2015. The
decrease is mostly due to the decrease consulting fees, public
relations, and travel expenses.
During the quarter ending
September 30, 2016, Research
and Development costs increased by $40,210, Advertising and
Promotion increased by $13,561, Legal and Professional fees
decreased by $102,468 and consulting services decreased by $7,574,
as compared to the quarter ending
September 30, 2015. The
increases in Research and Development, Advertising and Promotion,
and consulting services are primarily due to the design,
development and marketing of its Aftermaster Pro consumer hardware
product. Legal and Professional fees decrease are primarily to the
company only using one attorney on a monthly retainer to handle all
the company’s legal needs.
Other Income and Expenses
|
|
|
|
Three
Months Ended
|
|
|
September
30,
|
|
|
2016
|
2015
|
Interest
Expense
|
$(369,073)
|
$(180,380)
|
Change in Fair
Value of Derivative
|
(111)
|
4,374,585
|
Gain
(Loss) on Extinguishment of Debt
|
-
|
95,447
|
Total
|
$(369,184)
|
$4,289,652
|
The other income and expenses during the quarter ended September
30, 2016, totaling $(369,184) of net expenses, which consists of
change in fair value of derivative. During the comparable period in
2015, other income and expenses totaled $4,289,652.
23
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -
continued
Net Income (Loss)
|
|
|
|
Three
Months Ended
|
|
|
September
30,
|
|
|
2016
|
2015
|
Net
Income (Loss)
|
$(2,208,479)
|
$3,832,716
|
Due to the Company’s cash position, we use our Common Stock
as currency to pay many employees, vendors and
consultants. Once we have raised additional capital from
outside sources, as well as generated cash flows from operations,
we expect to reduce the use of Common Stock as a significant means
of compensation. Under FASB ASC 718, “Accounting for Stock-Based
Compensation” , these
non-cash issuances are expensed at the equity instruments fair
market value.
LIQUIDITY AND CAPITAL RESOURCES
The Company had revenues of $54,486
during the three months ended
September 30, 2016 as compared to $1,819,780
in the comparable quarter of 2015. The
Company has incurred losses since inception of $65,993,671. At
September 30, 2016, the Company has negative working capital of
$6,283,185, which was a decrease in working capital of $1,189,031
from June 30, 2016.
The Company had cash of $971,712 as of September
30, 2016, as compared to $394,325
as of June 30, 2016. The increase is a
result of the company entering into seven (7) Share Purchase
Agreements with individual accredited investors resulting in net
proceeds of $346,000 and five (5) convertible notes payable
resulting in net proceeds of $1,160,000. 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 $453,935 as of September 30,
2016, as compared to $1,078,819 as of June 30, 2016. The
decrease is due to the Company amortizing the prepaid expenses
totaling $871,971 over the three months ended September 30, 2016,
partially offset by the issuance of two consulting agreements
entered into in the current year and retainer paid.
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 September 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.
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.
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS -
continued
Although the Company intends to engage in a subsequent equity
offering of its securities to raise additional working capital for
operations, the Company has no firm commitments for any additional
funding, either debt or equity, at the present time.
Insufficient financial resources may require the Company to delay
or eliminate all or some of its development, marketing and sales
plans, which could have a material adverse effect on the
Company’s business, financial condition and results of
operations. There is no certainty that the expenditures to be
made by the Company will result in a profitable business proposed
by the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not required.
ITEM 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer, President, and Chief Financial Officer
(the “Certifying Officers”) are responsible for
establishing and maintaining disclosure controls and procedures for
the Company. The Certifying Officers have designed such
disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period
in which this Report was prepared.
The Certifying Officers responsible for establishing and
maintaining adequate internal control over financial reporting for
the Company used the “Internal Control over Financial
Reporting Integrated Framework” issued by Committee of
Sponsoring Organizations (“COSO”) to conduct an
extensive review of the Company’s “disclosure controls
and procedures” (as defined in the Exchange Act, Rules
13a-15(e) and 15-d-15(e)) as of the end of each of the periods
covered by this Report (the “Evaluation
Date”). Based upon that evaluation, the Certifying
Officers concluded that, as of September 30, 2016, our disclosure
controls and procedures were not effective in ensuring that the
information we were required to disclose in reports that we file or
submit under the Securities and Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods
specified in Securities and Exchange Commission (“SEC”)
rules and forms.
The Certifying Officers based their conclusion on the fact that the
Company has identified material weaknesses in controls over
financial reporting, detailed below. In order to reduce
the impact of these weaknesses to an acceptable level, hawse have
contracted with consultants with expertise in U.S. GAAP and SEC
financial reporting standards to review and compile all financial
information prior to filing that information with the
SEC. However, even with the added expertise of these
consultants, we still expect to be deficient in our internal
controls over disclosure and procedures until sufficient capital is
available to hire the appropriate internal accounting staff and
individuals with requisite GAAP and SEC financial reporting
knowledge. There have been no significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial
reporting that occurred in the three months ended September 30,
2016 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.
25
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal Proceedings
The Company may become involved in certain legal proceedings and
claims which arise in the normal course of business. The Company is
not a party to any litigation. To the best of the knowledge of our
management, there are no material litigation matters pending or
threatened against us.
ITEM 1A - RISK FACTORS
Not required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
During the three months ended September 30, 2016, no matters were
submitted to the shareholders for a vote.
ITEM 5. OTHER INFORMATION
Subsequent Events
None
ITEM 6. EXHIBITS
a) The following Exhibits are filed herein:
NO.
|
TITLE
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase
|
26
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: November 14, 2016
|
By:
|
/s/ Larry Ryckman
|
|
Larry Ryckman,
|
|
|
Title: President and Chief Executive
Officer
|
In
accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
|
|
|
|
AFTERMASTER, INC.
|
|
|
|
|
Date: November 14, 2016
|
By:
|
/s/ Larry Ryckman
|
|
Larry Ryckman,
|
|
|
Title: Director, President, Chief Executive
Officer
|
|
|
|
|
AFTERMASTER, INC.
|
|
|
|
|
Date: November 14, 2016
|
By:
|
/s/ Mirella Chavez
|
|
Mirella Chavez
|
|
|
Title: Chief Financial Officer,
Secretary
|
27