Xtreme Green Electric Vehicles 10Q/A 2015 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2015

[ ]	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 000-52502

XTREME GREEN ELECTRIC VEHICLES, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-2373311
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)

3010 East Alexander Rd, Las Vegas, NV		89030
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:(702) 870-0700

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 [X] 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 (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

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 (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of issuer’s common stock, $0.001 par value as of November 10, 2015: 42,676,000.

INDEX

		Page
PART I - Financial Information		3

Item 1: Financial Statements		3

Condensed Balance Sheets as of September 30, 2015 (Unaudited) and December 31, 2014		3

Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited)		4

Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (Unaudited)		5

Notes to Consolidated Financial Statements (Unaudited)		6

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3: Controls and Procedures		16

PART II - Other Information		17

Item 1: Legal Proceedings		17

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		17

Item 5: Other Information		17

Item 6: Exhibits		18

Signatures		19

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

XTREME GREEN ELECTRIC VEHICLES, INC.

Condensed Balance Sheets

	September 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Current assets:
Cash	$	18,946		$	11,104
Accounts receivable		174,971			36,667
Inventory		759,001			559,403
Prepaid expenses and deposits (note 9)		154,105			115,256
Total current assets		1,107,023			722,430

Property and equipment, net (note 7)		360,679			299,070
Deposit on lease		88,750			88,750

TOTAL ASSETS	$	1,556,452		$	1,110,250

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	170,743		$	194,638
Customer deposits		40,790			44,524
Current portion of long-term debt		46,158			33,252
Stockholder loans (note 10)		710,000			180,000
Total current liabilities		967,691			452,414

Deferred rent		26,914			33,370
Notes payable		161,005			155,143
Warranty reserves		27,057			22,599

Total Liabilities		1,182,667			663,526

Stockholders’ equity (deficit):
Common stock, $0.001 par value, 100,000,000 shares authorized; 42,626,000 and 41,546,000 shares issued and outstanding, respectively		42,626			-
Common Stock Payable		-			41,546
Additional paid-in capital		14,346,796			13,267,876
Accumulated deficit		(14,015,639	)		(12,862,698	)
Total stockholders’ equity		373,784			446,724

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,556,452		$	1,110,250

The accompanying notes are an integral part of these condensed financial statements.

XTREME GREEN ELECTRIC VEHICLES, INC.

Condensed Statements of Operations

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Sales, net	$	159,959		$	256,717		$	774,776		$	804,393

Cost of sales		114,051			247,217			654,329			898,006

Gross margin (loss)		45,908			9,500			120,447			(93,613	)

Costs and expenses:
General and administrative		354,998			284,380			1,048,272			1,043,727
Sales and marketing		66,135			56,909			204,267			218,932
Research & Development		2,015			19,437			7,920			19,437
Total costs and expenses		423,148			360,726			1,260,459			1,282,096

Net loss from operations		(377,240	)		(351,226	)		(1,140,012	)		(1,375,709	)

Other income (expense)
Gain from equipment sales		14,599			-			20,241			-
Interest expense		(8,378	)		(832	)		(20,929	)		(16,217	)
Fund raising expense		(6,638	)		(16,588	)		(12,240	)		(16,588	)
Total other income (expense)		(417	)		(17,420	)		(12,928	)		(32,805	)

Expenses and fees related to Chapter 11 filing:
Gain realized from Chapter 11 Reorganization		-			100			-			562,927
Professional fees		-			-			-			(33,565	)

Net loss before provision for income taxes	$	(377,657	)	$	(368,546	)	$	(1,152,941	)	$	(879,152	)

Provision for income taxes		-			-			-			-

Net loss	$	(377,657	)	$	(368,546	)	$	(1,152,941	)	$	(879,152	)

Per share information - basic and diluted:

Loss per common share	$	0.01		$	0.01		$	0.03		$	0.02

Weighted average common shares outstanding		42,016,261			41,052,143			42,112,930			43,987,714

The accompanying notes are an integral part of these condensed financial statements.

XTREME GREEN ELECTRIC VEHICLES, INC.

Condensed Statements of Cash flows

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	2015			2014
Cash flows from operating activities:
Net income (loss)	$	(1,152,941	)	$	(879,152	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		68,390			59,064
Gain realized from Chapter 11 Reorganization		-			(562,927	)
Gain from sale of equipment		(20,241	)		-
Discount on Loan		9,144			-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(138,304	)		76,573
(Increase) decrease in inventory		(199,598	)		(150,899	)
(Increase) in other current assets		(38,849	)		(27,012	)
Decrease in accounts payable and accrued expenses		(5,582	)		219,835
Decrease in accrued expenses - related party		(28,584	)		(279	)
Increase (decrease) in accrued interest - related party		7,068			(22,869	)
(Decrease) Increase in warranty reserve		-			(13,707	)
(Decrease) Increase in extended warranty		4,458			19,139
(Decrease) Increase in deferred rent		(6,456	)		-
Decrease in customer deposits		(3,734	)		(31,400	)
Net cash used in operating activities		(1,525,003	)		(1,313,605	)
Cash flows from investing activities:
Proceeds from sale of equipment		99,035			-
Leasehold Improvements		(57,996	)		-
Purchases of property and equipment		(146,106	)		(256,929	)
Net cash used in investing activities		(105,067	)		(256,929	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1,080,000			1,170,000
Proceeds from Bridge Loan-short term		-			75,000
Proceeds from long-term debt		146,106			191,457
Proceeds from Stockholder loans		562,000			50,000
Repayment of convertible debt		-			(15,371	)
Repayment of long-term debt		(118,194	)		-
Repayment of Stockholder’s loan		(32,600	)		(67,500	)
Net cash provided by financing activities		1,637,912			1,403,586
Net increase (decrease) in cash		7,842			(166,948	)
Cash - beginning of period		11,104			261,436
Cash - end of period	$	18,946		$	94,488
Supplemental Cash Flow information:
Cash paid for interest		5,723			16,217
Cash paid for taxes
Non-cash financing and investing activities exchanged for stock:
Accounts payable and accrued expenses exchanged for stock					515,391
Convertible debt – related party exchanged for stock					4,069,432
Customer deposits exchanged for stock					70,356
Long-term debt exchanged for stock					137,750
Stockholder loans to be exchanged for stock					354,991
Accrued expenses – related party exchanged for stock					654,301
Accrued interest – exchanged for stock					377,555
Purchase of fixed assets		(146,106	)
Disposal of fixed assets		93,035
Proceeds from notes/loans payable		146,106
Repayment of loans payable		(93,035	)

The accompanying notes are an integral part of these condensed financial statements.

XTREME GREEN ELECTRIC VEHICLES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information and Rule 8.03 of Regulation SX. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included.

The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the condensed financial statements of the Company as of and for the year ended December 31, 2014, on Form 10-K, including notes thereto.

(2) Chapter 11 Proceedings

On August 22, 2013 (the Petition Date), Xtreme Green Products, Inc. (the “Company”) filed a voluntary petition (the “Chapter 11 Case”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”). The Chapter 11 Case was administered under Case No. BK-S-13-17266-MKN.

On January 29, 2014 (the “Confirmation Date”), the Bankruptcy court entered an Order Confirming the company’s First Amended Plan of reorganization (the “Plan”) under Chapter 11 of the Bankruptcy Code. The Bankruptcy Court ordered the Chapter 11 closed as of February 28, 2014.

(3) Earnings per Share

The Company calculates net income (loss) per share as required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings” (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding.

(4) Basis of Reporting

During the Chapter 11 Case, the Company operated as a “debtor in possession.” On January 29, 2014, the Bankruptcy Court entered an Order Confirming the Company’s First Amended Plan of Reorganization under the Chapter 11 of the Bankruptcy Code. The Bankruptcy court ordered the Chapter 11 closed as of February 28, 2014.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(5) Reclassification

Certain reclassifications have been made to the three and nine months ended September 30, 2015 financial statement amounts and disclosures to conform to the three and nine months ended September 30, 2015 presentation. In previous periods certain expenses were not included in general and administrative, sales and marketing, and research and development, but were listed as other income and fees. Amounts in previous periods have been reclassified to present costs directly associated with operating expenses.

(6) Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net loss of $1,152,941 for the nine month period ended September 30, 2015 and accumulated deficit of $14,015,639. It is likely that the Company will continue to have negative cash flows through June 30, 2016 after which time the Company is expected to have a positive cash flow as a result of the implementation of its business and marketing plans.

These conditions give rise to doubt about the company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported assets amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

(7) Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expenses. Depreciation is computed using the straight line method over the estimated useful lives of the assets of 5 years.

Property and equipment consists of the following as of September 30, 2015and December 31, 2014:

	September 30, 2015			December 31, 2014
Manufacturing equipment	$	199,061		$	125,730
Vehicles for demonstration		181,335			155,455
Other equipment		26,907			23,020
Leasehold improvements		53,782			13,722
Automotive equipment		136,604			202,659
		597,689			520,586
Accumulated depreciation		(237,010	)		(221,516	)
	$	360,679		$	299,070

Depreciation expense for the three and nine months ended September 30, 2014 was $18,523 and $59,064 respectively. The depreciation expense for the three and nine months ended September 30, 2015 was $21,957 and $68,391 respectively.

(8) Inventory

The value of inventory is determined by using the average cost method of accounting which calculates the cost of ending inventory and cost of goods sold for a period on the basis of the weighted average cost per unit. Inventory consists of finished vehicles, vehicles in process, and parts. The Company’s management monitors the inventory for excess and obsolete items and makes necessary valuation adjustments when required. The Company has recorded a reserve for obsolete inventory at September 30, 2015 of $5,338. The reserve for period ended December 31, 2014 was $0.00.

(9) Prepaid expenses and deposits:

	September 30, 2015		December 31, 2014
Prepaid inventory	$	29,636	$	28,969
Prepaid insurance		101,914		67,387
Other prepaid expenses		22,555		18,900
TOTAL	$	154,105	$	115,256

(10) Shareholder Loans

As of September 30, 2015 there was a loan balance due to the Company’s largest stockholder and CEO of $460,000 and an additional $250,000 due to another stockholder. The total balance due on the loans at September 30, 2015 and December 31, 2014 is $710,000 and $180,000 respectively. The loans are due upon receipt, and bear interest at 3.0% per annum.

(11) Long Term Debt

The carrying value as of September 30, 2015 of the portion of notes payable due after twelve months for truck and manufacturing equipment loans and debt settlement is $161,005 compared to $155,143 at year ended 2014.

On January 29, 2014 the Company entered into a debt settlement agreement in the amount of $104,461. The settlement shall be repaid in equal payments of $20,892 over 5 years. There remains a balance due at September 30, 2015 of $83,569.

On February 4, 2015 the Company entered into a lease purchase agreement for the acquisition of manufacturing equipment. The amount of the loan is $65,144 and is payable in 33 installments of $2,412 including sales tax. The loan is guaranteed by the Company’s largest stockholder. There remains a balance due at June 30, 2015 of $53,463.

On August 6, 2015 the Company entered into a lease purchase agreement for the acquisition of a 2015 Ford Fusion. The amount of the loan was $32,224 and is payable in 72 installments of $448 including sales tax. The loan is unsecured. There remains a balance due at September 30, 2015 of $31,339.

On August 6, 2015 the Company entered into a lease purchase agreement for the acquisition of 2015 Ford F-250. The amount of the loan was $48,738 and is payable in 60 installments of $944 including sales tax. The loan is unsecured. There remains a balance due at September 30, 2015 of $48,037.

(12) Equity Transactions

On January 16, 2015 the Company privately sold 75,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On February 6, 2015 the Company privately sold 75,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On February 12, 2015 the Company privately sold 100,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On March 16, 2015 the Company privately sold 100,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On April 14, 2015 the Company privately sold 100,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On May 7, 2015 the Company privately sold 250,000 additional shares of its common stock to an existing private investor at a purchase price of $1.00 per share. In addition the company issued three year warrants expiring March 31, 2017 to purchase an additional 250,000 shares of common stock at a purchase price of $1.00 per share.

On July 30, 2015 the Company privately sold 50,000 additional shares of its common stock to an existing private investor at a purchase price of $1.00 per share.

On July 31, 2015 the Company privately sold 50,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On August 5, 2015 the Company privately sold 250,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On August 24, 2015 the Company privately sold 30,000 additional shares of its common stock to an existing private investor at a purchase price of $1.00 per share.

(13) Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our financial statements and have not yet determined the method by which we will adopt the standard in 2017.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern. The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements.

(14) Subsequent Events

On October 23, 2015 the Company privately sold 50,000 shares of its common stock to a private investor at a purchase price of $1.00 per share.

On October 28, November 2, 5 and 9, 2015 our major shareholder and CEO loaned a total of $115,000 in additional funds to the company, bringing the total loan balance due to him to $575,000 as of November 9, 2015.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The information herein contains forward-looking statements. All statements other than statements of historical fact made herein are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Recent Developments

On January 21, 2015 the Company was granted a tax abatement by the Governor’s Office of Economic Development (GOED). The agreement was effective December 31, 2013 and includes a sales and use tax abatement of 6.1%, a sales and use tax deferral of 2%, modified business tax abatement of 50% of the levied tax for a period of 4 years, and personal property tax abatement of 50% of the levied tax for a period of 10 years.

On February 4, 2015 the Company entered into a lease purchase agreement for the purchase of manufacturing equipment. The amount of the loan was $65,144 and is payable in 33 installments of $2,412 including sales tax.

The loan is guaranteed by the Company’s majority stockholder.

During the period ended March 31, 2015 the company closed its subassembly facility in Wenling, China, relocating all equipment and inventory to its main manufacturing and assembly plant in North Las Vegas, Nevada. As a result of this move, 100% of the Company’s manufacturing and assembly is being accomplished in the United States.

Results of Operations

Comparison of three months endedSeptember 30, 2015to the three months ended September 30, 2014

Revenue- Sales for the three months ended September 30, 2015 were $159,959 compared to$256,717 for the three months ended September 30, 2014. Since its emergence from Chapter 11 Reorganization the Company has gone through a substantial reorganization. A significant amount of time and resources were allocated to the closing and relocation of the China facility to Las Vegas, installation of new machinery and equipment, and restructuring its marketing strategy through the addition of new distribution channels both domestically and internationally. As a result of this reorganization, the company’s sales were negatively impacted during the nine months ended September 30, 2015 with some order commitments moved until later.

Cost of Sales -Cost of sales for the three months ended September 30, 2015 was $114,051 which resulted in a gross profit of $45,908 compared to cost of sales of $247,217 and a gross profit of $9,500 for the comparable prior year period. Direct costs of manufacturing and factory overhead costs are applied to cost of sales using predetermined rates. Excess manufacturing capacity resulted in increased fixed costs in our units produced relative to the revenues generated. During the third quarter ended September 30, 2015 the Company experienced improvements in its production efficiency as a result of the closing of its China Facility and consolidation of its manufacturing and assembly operations to the Las Vegas facility.

General and administrative -General and administrative expenses were $354,998 for the three months ended September 30, 2015 compared to $284,380 for the three months ended September 30, 2014. The higher general and administrative expense in 2015 primarily results from a consulting fee expense credit from China during the third quarter of 2014. Our general and administrative expenses consist primarily of salaries, insurance expense, legal and professional fees and general operating costs. We had 24full-time employees during the three months ended September 30, 2015 compared to 20 for the comparable prior year period.

Sales & marketing -The cost of sales and marketing for the three months ended September 30, 2015 was $66,135 compared to $56,909 for the same prior year period. The Company’s marketing strategy is to continue its mission to reposition itself both domestically and internationally through the employment of marketing consultancies and addition of independent distributorships.

Interest expense -Interest expense for the three months ended September 30, 2015 was $8,378 compared to $832 for the comparable prior year period. Interest expense consists primarily of amounts due under various notes payable to shareholders. The increase in interest expense is primarily due to the increase in shareholder notes payable when compared to the same prior year period.

Loss from operations - We incurred a loss from operations of $377,240 for the three months ended September 30, 2015 compared to a loss of $351,226 for the comparable prior year period. The increase in the Company’s loss is a result of increased general and administrative costs during the thirdquarter ended September 30, 2015.

Comparison of nine months ended September 30, 2015 to the nine months ended September 30, 2014

Revenue- Sales for the nine months ended September 30, 2015 were $774,776 compared to $804,393 for the comparable prior year period.

Cost of Sales -Cost of sales for the nine months ended September 30, 2015 was $654,329 which resulted in a gross profit of $120,447 compared to cost of sales of $898,006 and a negative operating margin of $93,613 for the prior ninemonth period. Direct costs of manufacturing and factory overhead costs are applied to cost of sales using predetermined rates. Excess manufacturing capacity resulted in increased fixed costs in our units produced relative to the revenues generated. During the third quarter ended September 30, 2015 the Company experienced improvements in its production efficiency as a result of the closing of its China Facility and consolidation of its manufacturing and assembly operations to the Las Vegas facility.

General and administrative -General and administrative expenses were $1,048,272 for the nine months ended September 30, 2015 compared to $1,043,727 for the nine months ended September 30, 2014. Our general and administrative expenses for the nine months ended September 30, 2015 consist primarily of salaries, insurance expense, legal and professional fees, and general operating costs. The higher general and administrative expense in 2015 primarily results from a consulting fee expense credit from China during the 2014 period. We had 24 full-time employees during the nine months ended September 30, 2015 compared to 20 for the comparable prior year period.

Sales & marketing -The cost of sales and marketing for the nine months ended September 30, 2015 was $204,267. Sales and marketing cost for the comparable period in 2014 was $218,932. The decrease in marketing costs is a result of the Company’s reduction of its field sales force in 2015. The Company’s marketing strategy is to continue its mission to reposition itself both domestically and internationally through the employment of marketing consultancies and addition of independent distributorships.

Interest expense -Interest expense for the nine months ended September 30, 2015 was $20,929 compared to $16,218 for the comparable prior year period. Interest expense consists primarily of amounts due under various notes payable to shareholders and equipment financing.

Loss from operations - We incurred a loss from operations of $1,140,012 for the nine months ended September 30, 2015 compared to a loss of $1,375,709 for the comparable prior year period. The reduction in the Company’s loss is a result of improved manufacturing and assembly efficiencies, and cost cutting measures in general and administrative costs implemented during the nine months ended September 30, 2015.

Liquidity and Capital Resources

Since our inception on May 21, 2007, we have financed the costs associated with our operational activities through (i) the sale of shares of our common stock pursuant to private placements, and (ii) loans from certain of our stockholders. From inception through September 30, 2015, we have incurred a cumulative net loss of $14,015,639. Although the Company has experienced improvement over the past nine months ended September30, 2015, the notes to our financial statements include language that raises some doubt about our ability to continue as a going concern. At September 30, 2015 the Company had cash of $18,946, net working capital of $139,332 and stock holders’ equity of $373,784.

Prior to January 29, 2014, the Confirmation date of the Company’s Reorganization Plan under Chapter 11 of the Bankruptcy Code, the Company had issued and outstanding 48,463,370 shares of common stock. Immediately following the cancellations and issuances pursuant to the Plan, there were issued and outstanding 40,000,000 shares of common stock. The number of shares that the Company is authorized to issue remains unchanged.