Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2014 | Sep. 02, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | iMedicor | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --06-30 | |
Entity Common Stock, Shares Outstanding | 1,416,080,409 | |
Amendment Flag | false | |
Entity Central Index Key | 1,408,057 | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Dec. 31, 2014 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2014 | Jun. 30, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 59,608 | $ 190,820 |
Accounts receivable, net of allowance for doubtful accounts of $9,563 and $0, respectively | 68,280 | 18,897 |
Prepaid expenses | 31,062 | 25,691 |
Total current assets | 158,950 | 235,408 |
Property and equipment, net of accumulated depreciation of $6,621 and $3,729, respectively | 11,759 | 13,051 |
Software development costs, net of accumulated amortization of $52,787 and $4,147, respectively | 237,243 | 117,218 |
Deferred loan costs, net of accumulated amortization of $907,367 and $366,634, respectively | 819,617 | 1,354,243 |
Security Deposit | 3,600 | 3,600 |
Total long-term assets | 1,072,219 | 1,488,112 |
Total Assets | 1,231,169 | 1,723,520 |
LIABILITIES | ||
Line of credit | 748,000 | 499,000 |
Accounts payable and accrued expenses | 361,119 | 442,407 |
Employee/contractor payables | 270,000 | 200,000 |
Related party payable | 0 | 692,225 |
Current portion of long-term debt | 6,178,715 | 793,064 |
Total current liabilities | 7,557,834 | 2,626,696 |
Long-term debt | 102,125 | 4,604,006 |
Accrued severance settlement | 200,000 | 200,000 |
Embedded conversion liability - convertible debt | 362,406 | 304,699 |
Derivative liability – preferred stock, options, and warrants | 1,324,709 | 1,452,677 |
Liability for unissued common stock - subsequently issued | 1,807,572 | 2,156,877 |
Total long-term liabilities | 3,796,812 | 8,718,259 |
Total Liabilities | 11,354,646 | 11,344,955 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common Stock par value $.001; Authorized: 2,000,000,000 shares; Issued and Outstanding: 1,216,220,590 and 1,151,410,590 shares as of December 31, 2014 and June 30, 2014, respectively | 1,216,221 | 1,151,411 |
Additional Paid in Capital | 45,826,349 | 43,491,445 |
Accumulated Deficit | (57,166,047) | (54,264,291) |
TOTAL STOCKHOLDERS' DEFICIT | (10,123,477) | (9,621,435) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,231,169 | 1,723,520 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Convertible Series A par value $.001; Authorized: 37.00 shares; Issued and Outstanding: 35.75 shares as of December 31, 2014 and June 30, 2014, Convertible Series B par value $.001; Authorized: 63.00 shares; Issued and Outstanding: 51.83 and 38.70 shares as of December 31, 2014 and June 30, 2014, respectively | 0 | 0 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, Convertible Series A par value $.001; Authorized: 37.00 shares; Issued and Outstanding: 35.75 shares as of December 31, 2014 and June 30, 2014, Convertible Series B par value $.001; Authorized: 63.00 shares; Issued and Outstanding: 51.83 and 38.70 shares as of December 31, 2014 and June 30, 2014, respectively | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2014 | Jun. 30, 2014 |
Accounts Receivable, allowance for doubtful accounts | $ 9,563 | $ 0 |
Property and equipment, accumulated depreciation | 6,621 | 3,729 |
Software development costs, accumulated amortization | 52,787 | 4,147 |
Deferred loan costs, accumulated amortization | $ 907,367 | $ 366,634 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 1,216,220,590 | 1,151,410,590 |
Common stock, shares outstanding | 1,216,220,590 | 1,151,410,590 |
Series A Preferred Stock [Member] | ||
Preferred stock , par value (in Dollars per share) | $ .001 | $ .001 |
Preferred stock , shares authorized | 37 | 37 |
Preferred stock, shares issued | 35.75 | 35.75 |
Series B Preferred Stock [Member] | ||
Preferred stock , par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock , shares authorized | 63 | 63 |
Preferred stock, shares issued | 51.83 | 38.70 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||||
Revenues | $ 99,309 | $ 38,610 | $ 244,927 | $ 107,430 |
Cost of Sales | 41,004 | 11,396 | 70,851 | 67,621 |
Gross Profit | 58,305 | 27,214 | 174,076 | 39,809 |
Expenses | ||||
General and administrative | 780,164 | 1,008,800 | 2,270,182 | 1,881,599 |
Depreciation and amortization | 37,879 | 0 | 51,533 | 0 |
Total operating expenses | 818,043 | 1,008,800 | 2,321,715 | 1,881,599 |
Loss from operations | (759,738) | (981,586) | (2,147,639) | (1,841,790) |
Other Income (Expenses) | ||||
Change in fair value of derivative liabilities | 317,865 | 4,190,641 | 83,161 | 3,871,087 |
Forgiveness of debt | 21,011 | 225,155 | 21,011 | 692,821 |
Interest expense | (433,657) | (107,902) | (842,835) | (269,442) |
Failed offering costs | 0 | (110,200) | 0 | (110,200) |
Other expense | 0 | (12,053) | (15,554) | (26,387) |
Total other income (expense) | (94,781) | 4,185,641 | (754,217) | 4,157,879 |
Net income (loss) | $ (854,519) | $ 3,204,055 | $ (2,901,856) | $ 2,316,089 |
Net income (loss) per basic and diluted share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares, basic | 1,197,041,776 | 1,027,516,981 | 1,175,356,618 | 1,015,253,394 |
Weighted average number of shares, diluted | 1,197,041,776 | 2,055,139,012 | 1,175,356,618 | 1,956,778,557 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (2,901,856) | $ 2,316,089 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,892 | 0 |
Amortization of software development costs | 48,640 | 0 |
Amortization of deferred loan costs | 540,733 | 7,110 |
Change in allowance for doubtful accounts | 9,563 | 0 |
Stock-based compensation | 1,222,456 | 667,017 |
Gain on change in value - derivative warrant | (140,868) | (4,023,437) |
Change in embedded conversion liability | 57,707 | 152,350 |
Gain on debt settlement | (21,011) | 0 |
Decrease (increase) in: | ||
Accounts receivable | (58,846) | 6,807 |
Prepaid expenses | (5,371) | 0 |
Accounts payable | 38,608 | (79,346) |
Accrued expenses | (10,015) | (35,409) |
Deferred loan costs | (3,100) | 0 |
Related party payable | 0 | 53,440 |
Accrued interest payable | 269,460 | 188,515 |
Employee/contractor payable | 70,000 | (703,531) |
NET CASH USED IN OPERATING ACTIVITIES | (881,008) | (1,450,395) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,600) | (16,780) |
Increase in security deposits | 0 | (3,600) |
Increase in capitalized software development costs | (168,665) | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (170,265) | (20,380) |
FINANCING ACTIVITIES | ||
Proceeds from line of credit | 299,000 | 250,000 |
Proceeds from short term debt | 660,806 | 16,508 |
Payments on short term debt | (70,995) | (20,000) |
Proceeds from issuance of common stock | 31,250 | 767,575 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 920,061 | 1,014,083 |
NET DECREASE IN CASH | (131,212) | (456,692) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 190,820 | 513,272 |
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 59,608 | 56,580 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 59,101 | 3,870 |
Issuance of additional debt as payment of accrued interest | 269,460 | 188,515 |
Unissued stock liability for deferred loan costs | 3,007 | 0 |
Issuance of Series B preferred stock to satisfy debt | $ 806,596 | $ 0 |
1. CONDENSED CONSOLIDATED FINAN
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 6 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block [Abstract] | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements prepared in accordance with the instructions for Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission, include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the Companys Annual Report for the year ended June 30, 2014. The balance sheet as of June 30, 2014 has been condensed from audited consolidated financial statements as of that date. The results of operations for the three and six months ended December 31, 2014 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements include the accounts of iMedicor, Inc. and its wholly-owned subsidiaries Nuscribe, Inc. and ClariDIS Corporation (the Company). All significant intercompany balances and transactions have been eliminated in consolidation. |
2. RECENT ACCOUNTING PRONOUNCEM
2. RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | Refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K/A for the year ended June 30, 2014 for recent accounting pronouncements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03. ASU 2015-03 amends current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as an asset in the balance sheet. The guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods. The Company has not early adopted this standard for the December 31, 2014 financial statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Companys consolidated financial position, results of operations and cash flows. |
3. GOING CONCERN
3. GOING CONCERN | 6 Months Ended |
Dec. 31, 2014 | |
Going Concern [Abstract] | |
GOING CONCERN | The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has incurred operating losses to date and has an accumulated deficit, total stockholders deficit and net working capital deficit of $57,166,047 , $10,123,477 and $7,398,884 respectively at December 31, 2014. The Company is delinquent on several of its debt and equity-related obligations. The Companys activities have been primarily financed through bridge loans, convertible debentures, and private placements of equity securities. The Company seeks to raise additional capital through the issuance of debt or equity securities to fund its operations. Such financing may not be available on terms satisfactory to the Company, if at all. (See Notes 5 and 10). Currently, management intends to develop a vastly improved healthcare communications system and attract alliances with strategic partners to generate revenues that will sustain the Company. While management believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. Managements ability to continue as a going concern is ultimately dependent upon its ability to continually increase the Companys customer base and realize increased revenues from signed contracts. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
4. LINE OF CREDIT
4. LINE OF CREDIT | 6 Months Ended |
Dec. 31, 2014 | |
Line Of Credit | |
LINE OF CREDIT | Effective October 29, 2013, the Company entered into a revolving line of credit agreement in the amount of $250,000, which was increased to $500,000 on March 12, 2014 and $750,000 on September 9, 2014. The line of credit is collateralized by all assets of the Company plus a $250,000 certificate of deposit owned by a stockholder of the Company who is also the guarantor for the line of credit. The Company agreed to issue the stockholder 50 million shares of Common Stock as consideration for providing the guarantee. The stock, valued at $500,000, has not been issued as of December 31, 2014 and is reported as liability for unissued common stock - subsequently issued on the accompanying condensed consolidated balance sheets as a long term liability. In addition, the Company granted its Chief Executive Officer 50 million shares of Common Stock valued at $285,000, as consideration to the Chief Executive Officer to provide a personal guarantee to the stockholder for 50% of any loss that might be incurred under his guarantee. The stock was issued on October 22, 2014. |
5. LONG-TERM DEBT
5. LONG-TERM DEBT | 6 Months Ended |
Dec. 31, 2014 | |
Long-term Debt, Unclassified [Abstract] | |
LONG-TERM DEBT | Long-term debt at December 31, 2014 and June 30, 2014 consisted of the following: December 31, 2014 June 30, 2014 Schneller note payable bearing interest at 8.5% per annum, due June 30, 2017, in default $ 102,125 $ 125,500 Sonoran convertible note bearing interest at 10% - 12% per annum maturity extended to 2,457,728 2,322,712 Sonoran convertible note bearing interest at 8% - 18% per annum maturity extended to August 31, 2015, in default 2,070,469 1,988,899 Wellbrock note bearing interest at 8% per annum, due November 2008 - disputed 403,139 391,805 Coddington note bearing interest at 8% per annum - disputed 403,671 391,259 Shemen non-interest bearing note executed September 22, 2009 in default 10,000 10,000 Genesis note bearing interest at 18%, maturity extended to February 23, 2017 155,000 166,895 Bridge Loans bearing interest at 18% due December 31, 2016 678,708 - Total long-term debt 6,280,840 5,397,070 Less current maturities (6,178,715 ) (793,064 ) Total long-term maturities $ 102,125 $ 4,604,006 Total future minimum payments due on long-term debt as of December 31, 2014: 2015 $ 6,178,715 2016 0 2017 102,125 Subsequent to December 31, 2014 several of the above notes were modified and/or extended. (See Note 10). The Company disputes the existence of the Coddington note payable and any interest accrued on the note shown on the Balance Sheet as part of Current Portion of Long Term Debt in the aggregate amount of $397,465. No actual note has been produced by Mr. Coddington or is known by current management to exist. The Companys records are incomplete with respect to this note payable transaction. The Company believes that any amounts previously owed Mr. Coddington or any entities associated with Mr. Coddington in connection with a guarantee by Mr. Coddington of a loan by Citibank made to the Company and no longer outstanding were satisfied by the issuance by the Company to Mr. Coddington of 24,918,130 shares of common stock of the Company on March 8, 2013. The Company has a record of the stock issuance but does not have the document in respect to their issuance for the cancellation of debt. The Company has no record of default being declared by the holder which would entail production of the actual note which has not occurred. The Company also questions the existence of the obligations the obligations to the Wellbrock Group shown on the Balance sheet as part of Current Portion of Long Term Debt in the aggregate amount of $397,472. Management of the Company has not been able to obtain a copy or verify the existence of such note. The Company has no record of default being declared by the holder which would entail production of the actual note which has not occurred. |
6. NET EARNINGS (LOSS) PER SHAR
6. NET EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share Reconciliation [Abstract] | |
NET EARNINGS (LOSS) PER SHARE | Basic net earnings (loss) per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding for the period. In gain periods, diluted net income per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, warrants and convertible notes to the weighted-average number of shares of Common Stock outstanding for a period, if dilutive. In loss periods, all anti-dilutive securities are excluded. The amount of excluded securities from vested options are 193,300,000 and from warrants are 357,655,000 at December 31, 2014. The amount of excluded securities from convertible debt and shares of Series A and Series B Preferred Stock are 1,065,165,993 shares of Common Stock, at December 31, 2014. |
7. EMBEDDED CONVERSION LIABILIT
7. EMBEDDED CONVERSION LIABILITY – CONVERTIBLE DEBT | 6 Months Ended |
Dec. 31, 2014 | |
Embedded Conversion Liability Convertible Debt | |
EMBEDDED CONVERSION LIABILITY - CONVERTIBLE DEBT | The Company has outstanding convertible debt. Due to an insufficiency of authorized common shares, there is not enough Common Stock in the event that all convertible securities and convertible debt were to be converted or exercised. The derivative liability for the convertible debt is $362,406 and $304,699 at December 31, 2014 and June 30, 2014, respectively. (See Note 10). |
8. WARRANTS AND OPTIONS
8. WARRANTS AND OPTIONS | 6 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block Supplement [Abstract] | |
WARRANTS AND OPTIONS | The following table shows warrant activity for the six-month periods ended December 31, 2014 and December 31, 2013. Summary of the outstanding warrants is as follows: December 31, 2014 December 31, 2013 Weighted Ave Exercise Warrants Exercise Price Warrants Price Range Outstanding at beginning of period 417,997,000 $ 0.0736 407,927,667 $ 0.01-$0.24 Issued 660,000 $ 1.3500 12,500,000 $ 0.01 Excercised - - - - Forfeited - - - - Expired (61,002,000 ) $ 0.0649 (14,251,666 ) $ 0.01-$0.105 Outstanding at end of period 357,655,000 $ 0.0953 406,176,001 $ 0.01-$0.24 Excersiable at end of period 357,655,000 $ 0.0953 406,176,001 $ 0.01-$0.24 The intrinsic value of the outstanding warrants at December 31, 2014 and December 31, 2013 is $-0-. Summary of Options: On July 1, 2013, the Company granted 100,000,000, options to Robert McDermott. The options vest as follows: 25,000,000 immediately, 25,000,000 on each of July 1, 2014, 2015, and 2016. On July 3, 2014, pursuant to the terms of his employment agreement, the Company granted 235,000,000, three-year options to Robert McDermott. The options vest as follows: 117,500,000 immediately, 58,750,000 on July 3, 2015 and 58,750,000 on July 3, 2016. Also on July 3, 2014, the Company granted 3,300,000 three year options to Donald Douglas. All of these options vested immediately. On January 1, 2014, the Company granted 50,000,000 options each to Donald Douglas and Srini Parthasarthy pursuant to their employment agreements of the same date. Options for each individual vest 12,500,000 immediately and 12,500,000 on each annual anniversary of the employment agreements. In addition, the Company granted 15,000,000 options to Don Sproat pursuant to his employment agreement of December 15, 2014. 7,500,000 options vested immediately and another 7,500,000 vests on December 15, 2015. For the six months ended December 31, 2014, the Company recorded $1,046,114 of stock compensation expense. The Company uses the Black Scholes option pricing model to value options. The significant assumptions relating to the valuation of the Companys options for the period ended December 31, 2014 were as follows: Exercise Price $0.0038-$0.01492 Term 1-4 years Volatility 206%-305% Risk Free Rate of Return 0.11% - 1.02% As of December 31, 2014, the remaining unamortized stock compensation expense is $1,684,819 which will be recognized through June 30, 2017. The Company has various outstanding Common Stock purchase warrants, options, convertible debt, and Series A and B Preferred Stock. Due to an insufficiency of authorized common shares, there is not enough Common Stock in the event that all convertible securities and outstanding warrants and options were to be converted or exercised, respectively. The Company is reporting derivative liabilities for the warrants of $753,363 and $894,231 as well as for options and Preferred Stock of $571,346 and $558,446 for December 31, 2014 and June 30, 2014, respectively. As of December 31 and June 30, 2014, there were 35.75 shares of Series A convertible Preferred Stock and 51.83 and 38.70 shares of Series B convertible Preferred Stock outstanding, respectively. (See Note 10). |
9. LIABILITY FOR UNISSUED COMMO
9. LIABILITY FOR UNISSUED COMMON STOCK SUBSEQUENTLY ISSUED | 6 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
LIABILITY FOR UNISSUED COMMON STOCK SUBSEQUENTLY ISSUED | At December 31, 2014, the Company was obligated to issue 250,000,000 shares of Common Stock which arose from several agreements. A summary of the shares and subsequent issuances of Common Stock is as follows: Recipient Purpose # Shares Value Issue Date Sonoran Omnibus Loan Extension 150,000,000 $ 1,200,000 01/09/15 Smith Line of Credit Guarantee 50,000,000 $ 500,000 01/09/15 Sonoran Loan Extension 50,000,000 $ 107,572 Not issued 250,000,000 $ 1,807,572 Common Stock issued for guarantees and loan extension modifications are valued at the trading closing price of the Companys Common Stock on the agreement date of the guarantee or loan extension (See Note 10). |
10. SUBSEQUENT EVENTS
10. SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | For purposes of disclosure in the financial statements, the Company has evaluated subsequent events through the date the financial statements were issued. The Company launched the iCoreExchange, the iCoreMD, and the iCoreDental cloud-based software products during the first quarter of fiscal year 2015. The iCoreExchange has approximately 1000 users at June 30, 2016. On December 12, 2014 John Schneller resigned as a Board Member and the Companys Chief Financial Officer. On December 15, 2014 Don Sproat was hired as Chief Financial Officer. Mr. Warner resigned from the Board of Directors on December 19, 2014. In addition, the Company hired a Vice President of Sales on March 1, 2015 and a Director of Software Integration on April 6, 2015. The Companys former Chief Technical Officer, Mr. Srini Parthasarthy, mutually agreed to end his employment with the Company on December 31, 2015. The Vice President of Sales separated from the Company on December 23, 2015. On June 7, 2016, Board Members JD Smith, Jeff Stellinga, and Robert McDermott were elected by a majority of the voting power of the shareholders to serve until the next annual meeting of the shareholders of the Company. On July 1, 2015, Chief Executive Officer, Robert McDermott executed a three-year Employment Agreement with the Company. In addition, on January 1, 2016, Chief Financial Officer, Don Sproat executed a two-year Employment Agreement with the Company. (See Exhibits 10.1 and 10.2). Further, the Company initiated a Bridge Loan offering under Rule 506(b) during the second quarter of fiscal 2015. The total Bridge Loan offering was $4,000,000 (subsequently increased to $10,000,000) of which $3,584,654 had been subscribed as of August 31, 2016. The Bridge Loan provides for an 18% annual interest rate with the loan maturing on December 31, 2016, as extended by signed amendments from the original December 31, 2015 maturity date. The loan principal and accrued interest are convertible into the Companys Common Stock pursuant to the Subscription Agreement executed by the Convertible Bridge Note investors. In addition, Bridge Loan investors received a warrant to purchase Common Shares in the amount of one share for each dollar of principal invested. At the same time, the associated warrant exercise period was extended from June 30, 2018 to December 31, 2019. (See Exhibit 10.3). The Companys Line of Credit with Western State Bank had been in default since January 30, 2016. However, on May 16, 2016, the bank renewed the Companys Line of Credit for an amount of $500,000 with the same interest terms of a floor rate of 6.5% or Wall Street Journal Prime + 1.0% whichever is higher. Interest is payable monthly and the maturity date is September 30, 2016. The Line of Credit is guaranteed by an investor in the Company. The Bank did apply a $250,000 certificate of deposit that was partial security against the principal owed shortly after the default. In addition, as of February 23, 2016, the Company was in default on its note payable to Genesis Financial Corporation in the principal amount of $155,000 plus accrued interest of $23,250. Genesis has agreed to extend the maturity of the note to February 23, 2017 for an extension fee of 2% of the principal which amounts to $3,100. The loan is secured by a security interest in an iMedicor investors assets. On June 30, 2016, the Company paid Genesis the accrued interest, extension fee, and prepayment of interest through the maturity date of the note in the amount of $47,275. The Company has secured additional non-Bridge Loan related loans from Mr. Jerry Smith in the amount of $1,330,000 as of August 31, 2016. The loans each carry interest at 18% per annum and accrued interest and principal balances are due December 31, 2016. |
2. RECENT ACCOUNTING PRONOUNC16
2. RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 6 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K/A for the year ended June 30, 2014 for recent accounting pronouncements. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03. ASU 2015-03 amends current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as an asset in the balance sheet. The guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is allowed for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods. The Company has not early adopted this standard for the December 31, 2014 financial statements. The Company does not believe that any other issued, but not yet effective accounting standards, if currently adopted, will have a material effect on the Companys consolidated financial position, results of operations and cash flows. |
5. LONG-TERM DEBT (Tables)
5. LONG-TERM DEBT (Tables) | 6 Months Ended |
Dec. 31, 2014 | |
Long-term Debt Tables | |
Summary of long-term debt | December 31, 2014 June 30, 2014 Schneller note payable bearing interest at 8.5% per annum, due June 30, 2017, in default $ 102,125 $ 125,500 Sonoran convertible note bearing interest at 10% - 12% per annum maturity extended to 2,457,728 2,322,712 Sonoran convertible note bearing interest at 8% - 18% per annum maturity extended to August 31, 2015, in default 2,070,469 1,988,899 Wellbrock note bearing interest at 8% per annum, due November 2008 - disputed 403,139 391,805 Coddington note bearing interest at 8% per annum - disputed 403,671 391,259 Shemen non-interest bearing note executed September 22, 2009 in default 10,000 10,000 Genesis note bearing interest at 18%, maturity extended to February 23, 2017 155,000 166,895 Bridge Loans bearing interest at 18% due December 31, 2016 678,708 - Total long-term debt 6,280,840 5,397,070 Less current maturities (6,178,715 ) (793,064 ) Total long-term maturities $ 102,125 $ 4,604,006 |
Future minimum payments due on long-term debt | 2015 $ 6,178,715 2016 0 2017 102,125 |
8. WARRANTS AND OPTIONS (Tables
8. WARRANTS AND OPTIONS (Tables) | 6 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block Supplement [Abstract] | |
Warrant activity | December 31, 2014 December 31, 2013 Weighted Ave Exercise Warrants Exercise Price Warrants Price Range Outstanding at beginning of period 417,997,000 $ 0.0736 407,927,667 $ 0.01-$0.24 Issued 660,000 $ 1.3500 12,500,000 $ 0.01 Excercised - - - - Forfeited - - - - Expired (61,002,000 ) $ 0.0649 (14,251,666 ) $ 0.01-$0.105 Outstanding at end of period 357,655,000 $ 0.0953 406,176,001 $ 0.01-$0.24 Excersiable at end of period 357,655,000 $ 0.0953 406,176,001 $ 0.01-$0.24 |
Black Scholes option pricing model assumptions | Exercise Price $0.0038-$0.01492 Term 1-4 years Volatility 206%-305% Risk Free Rate of Return 0.11% - 1.02% |
9. LIABILITY FOR UNISSUED COM19
9. LIABILITY FOR UNISSUED COMMON STOCK SUBSEQUENTLY ISSUED (Tables) | 6 Months Ended |
Dec. 31, 2014 | |
Liability For Unissued Common Stock Subsequently Issued Tables | |
Summary of the shares and subsequent issuances of common stock | Recipient Purpose # Shares Value Issue Date Sonoran Omnibus Loan Extension 150,000,000 $ 1,200,000 01/09/15 Smith Line of Credit Guarantee 50,000,000 $ 500,000 01/09/15 Sonoran Loan Extension 50,000,000 $ 107,572 Not issued 250,000,000 $ 1,807,572 |
3. GOING CONCERN (Details Narra
3. GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2014 | Jun. 30, 2014 |
Going Concern [Abstract] | ||
Accumulated Deficit | $ 57,166,047 | $ 54,264,291 |
Stockholders' Deficit | 10,123,477 | $ 9,621,435 |
Working Capital Deficit | $ 7,398,884 |
5. LONG-TERM DEBT (Details)
5. LONG-TERM DEBT (Details) - USD ($) | Dec. 31, 2014 | Jun. 30, 2014 |
Long-term debt, gross | $ 6,280,840 | $ 5,397,070 |
Less current maturities | (6,178,715) | (793,064) |
Total long-term maturities | 102,125 | 4,604,006 |
Schneller Note Payable | ||
Long-term debt, gross | 102,125 | 125,500 |
Sonoran Convertible Note | ||
Long-term debt, gross | 2,457,728 | 2,322,712 |
Sonoran Secured Convertible Note | ||
Long-term debt, gross | 2,070,469 | 1,988,899 |
Wellbrock Note | ||
Long-term debt, gross | 403,139 | 391,805 |
Coddington Note | ||
Long-term debt, gross | 403,671 | 391,259 |
Shemen Non-Interest Bearing Note | ||
Long-term debt, gross | 10,000 | 10,000 |
Genesis Note | ||
Long-term debt, gross | 155,000 | 166,895 |
Bridge Loans | ||
Long-term debt, gross | $ 678,708 | $ 0 |
5. LONG-TERM DEBT (Details 1)
5. LONG-TERM DEBT (Details 1) | Dec. 31, 2014USD ($) |
Long-term Debt Details 1 | |
2,015 | $ 6,178,715 |
2,016 | 0 |
2,017 | $ 102,125 |
6. NET EARNINGS (LOSS) PER SH23
6. NET EARNINGS (LOSS) PER SHARE (Details Narrative) | 6 Months Ended |
Dec. 31, 2014shares | |
Options | |
Anti-dilutive shares excluded from the calculation of earnings per share | 193,300,000 |
Warrant | |
Anti-dilutive shares excluded from the calculation of earnings per share | 357,655,000 |
7. EMBEDDED CONVERSION LIABIL24
7. EMBEDDED CONVERSION LIABILITY – CONVERTIBLE DEBT (Details Narrative) - USD ($) | Dec. 31, 2014 | Jun. 30, 2014 |
Embedded Conversion Liability Convertible Debt Details Narrative | ||
Embedded conversion liability - preferred stock and convertible debt | $ 362,406 | $ 304,699 |
8. WARRANTS AND OPTIONS (Detail
8. WARRANTS AND OPTIONS (Details) - Warrant - $ / shares | 6 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding at beginning of the period | 417,997,000 | 407,927,667 |
Number of Issued | 660,000 | 12,500,000 |
Number of Exercised | 0 | 0 |
Number of Forfeited | 0 | 0 |
Number of Expired | (61,002,000) | (14,251,666) |
Outstanding at end of period | 357,655,000 | 406,176,001 |
Exercisable at end of period | 357,655,000 | 406,176,001 |
Weighted Average Exercise Price Outstanding, Beginning | $ 0.0736 | |
Weighted Average Exercise Price Issued | 1.35 | $ 0.01 |
Weighted Average Exercise Price Exercised | 0 | 0 |
Weighted Average Exercise Price Forfeited | 0 | 0 |
Weighted Average Exercise Price Expired | 0.0649 | |
Weighted Average Exercise Price Outstanding, Ending | 0.0953 | |
Weighted Average Exercise Price Exercisable | $ 0.0953 | |
Minimum [Member] | ||
Weighted Average Exercise Price Outstanding, Beginning | .01 | |
Weighted Average Exercise Price Expired | .01 | |
Weighted Average Exercise Price Outstanding, Ending | .01 | |
Weighted Average Exercise Price Exercisable | 0.01 | |
Maximum [Member] | ||
Weighted Average Exercise Price Outstanding, Beginning | .24 | |
Weighted Average Exercise Price Expired | .105 | |
Weighted Average Exercise Price Outstanding, Ending | .24 | |
Weighted Average Exercise Price Exercisable | $ 0.24 |
8. WARRANTS AND OPTIONS (Deta26
8. WARRANTS AND OPTIONS (Details 1) | 6 Months Ended |
Dec. 31, 2014$ / shares | |
Minimum [Member] | |
Exercise Price | $ .0038 |
Term | 1 year |
Volatility | 206.00% |
Risk Free Rate of Return | 0.11% |
Maximum [Member] | |
Exercise Price | $ .01492 |
Term | 4 years |
Volatility | 305.00% |
Risk Free Rate of Return | 1.02% |
8. WARRANTS AND OPTIONS (Deta27
8. WARRANTS AND OPTIONS (Details Narrative) | 6 Months Ended |
Dec. 31, 2014USD ($) | |
Warrants And Options Details Narrative | |
Stock compensation expense | $ 1,046,114 |
Unamortized stock compensation expense | $ 1,684,819 |
9. LIABILITY FOR UNISSUED COM28
9. LIABILITY FOR UNISSUED COMMON STOCK SUBSEQUENTLY ISSUED (Details) | 6 Months Ended |
Dec. 31, 2014USD ($)shares | |
Subsequent issuances of common stock, shares | shares | 250,000,000 |
Subsequent issuances of common stock, value | $ | $ 1,807,572 |
Sonoran | |
Purpose | Omnibus Loan Extenension |
Subsequent issuances of common stock, shares | shares | 150,000,000 |
Subsequent issuances of common stock, value | $ | $ 1,200,000 |
Issue date | Jan. 9, 2015 |
Smith | |
Purpose | Line of Credit Guarantee |
Subsequent issuances of common stock, shares | shares | 50,000,000 |
Subsequent issuances of common stock, value | $ | $ 500,000 |
Issue date | Jan. 9, 2015 |
Sonoran | |
Purpose | Loan Extension |
Subsequent issuances of common stock, shares | shares | 50,000,000 |
Subsequent issuances of common stock, value | $ | $ 107,572 |