Nevada
|
|
87-0460247
|
(State of other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
2 | ||
|
|
Page
|
|
|
|
Part I
|
|
|
|
|
|
Item 1.
|
Business
|
4
|
Item 1A.
|
Risk Factors
|
8
|
Item 2.
|
Properties
|
11
|
Item 3.
|
Legal proceedings
|
11
|
Item 4.
|
Mine Safety Disclosures
|
11
|
|
|
|
Part II
|
|
|
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
12
|
Item 6.
|
Selected Financial Data
|
13
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operation
|
13
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
17
|
Item 8.
|
Financial Statements and Supplementary Data
|
18
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
41
|
Item 9A.
|
Controls and Procedures
|
41
|
Item 9B.
|
Other Information
|
42
|
|
|
|
Part III
|
|
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
43
|
Item 11.
|
Executive Compensation
|
47
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
50
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
51
|
Item 14.
|
Principal Accountant Fees and Services
|
51
|
|
|
|
Part IV
|
|
|
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
52
|
Signatures
|
|
53
|
3 | ||
ITEM 1.
|
BUSINESS
|
· | the commercialization of select sports nutrition and performance products which showcase the efficacy and ease of use to consumers leveraging the voice of and endorsement partnerships with prominent athletes to drive, brand and product awareness, and |
· | targeted licensing of the proprietary technology into major over-the-counter (OTC) and pharmaceutical categories in which the delivery system offers superior product efficacy and consumption. |
4 | ||
5 | ||
· | EnerJel - a topical product leveraging some of our proprietary technology, which is designed to address muscle fatigue and soreness, before, during and after physical activity. The product contains a natural anti-inflammatory and energy source which is directly applied to the problem area. EnerJel was launched online on December 30, 2011 and expanded into targeted retail distribution channels in mid-2012. |
· | PowerFuse - Fuse Science’s first energy formula in a concentrated drop. Administered quickly and easily by mouth, it allows for optimal absorption, so that you feel energized and are able to perform at your natural best throughout the game, workout or day. PowerFuse contains natural ingredients, causes no sugar crash with zero calories and less than half the caffeine of an eight ounce cup of premium coffee. It is available in a great tasting Berry Blast Flavor. PowerFuse was launched online in December 2012 and is currently available nationally at Walgreen’s. |
· | ElectroFuse - Fuse Science’s first electrolyte formula in a concentrated drop. Administered quickly and easily by mouth, it allows for optimal absorption of the electrolytes. ElectroFuse contains natural ingredients, causes no sugar crash with zero calories, is easily portable and is available in a great tasting Salty-Sweet flavor. Electrofuse was launched online in December 2012 and is currently available nationally at Walgreen’s. |
Rx Applications
|
OTC Applications
|
OTC Applications (continued)
|
|
|
|
· Estradiol
|
· Aspirin
|
· Analgesics
|
· Paclitaxel
|
· Caffeine
|
· Allergy
|
· Insulin
|
· Folic Acid
|
· Cough and Cold
|
· Niacin
|
· Vitamin E
|
· Sleep Aids
|
· Nicotine
|
· Niacin
|
· Appetite Suppressants
|
|
· Anti-Aging Skin Care
|
· Complex Nutraceuticals
|
6 | ||
|
·
|
Tiger Woods: World Leader in Golf
|
|
|
|
|
·
|
Zoe Ramono: Ultra Marathoner
|
|
|
|
|
·
|
David “Big Papi” Ortiz: Boston Red Sox
|
|
|
|
|
·
|
Jose Bautista: Toronto Blue Jays
|
|
|
|
|
·
|
Arian Foster: Houston Texans
|
|
|
|
|
·
|
Kris Versteeg: Chicago Blackhawks
|
|
|
|
|
·
|
Glover Quin: Houston Texans
|
|
|
|
|
·
|
Garrett Jones: 13 Year Old Nascar Driver
|
|
|
|
|
·
|
Florida Panthers: NHL Hockey Team
|
7 | ||
ITEM 1A.
|
RISK FACTORS
|
8 | ||
9 | ||
10 | ||
· | control of the market for the security by one or a few broker-dealers that are often related to a promoter or issuer; |
· | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
· | “boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons; |
· | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
· | wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
11 | ||
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
QUARTER ENDED
|
|
CLOSING
|
|
HIGH
|
|
LOW
|
|
|||
|
|
($)
|
|
($)
|
|
($)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
|
..64
|
|
|
..83
|
|
|
..18
|
|
March 31, 2012
|
|
|
..37
|
|
|
..65
|
|
|
..25
|
|
June 30, 2012
|
|
|
..30
|
|
|
..45
|
|
|
..16
|
|
September 30, 2012
|
|
|
..12
|
|
|
..32
|
|
|
..08
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
..18
|
|
|
..25
|
|
|
..11
|
|
March 31, 2013
|
|
|
..15
|
|
|
..28
|
|
|
..15
|
|
June 30, 2013
|
|
|
..08
|
|
|
..17
|
|
|
..07
|
|
September 30, 2013
|
|
|
..07
|
|
|
..10
|
|
|
..06
|
|
|
|
|
|
|
|
|
|
Number of securities remaining
|
|
|
|
|
Number of securities to be
|
|
|
|
|
available for future issuance under
|
|
||
|
|
issued upon exercise of
|
|
Weighted-average exercise
|
|
equity compensation plans
|
|
|||
|
|
outstanding options,
|
|
price of outstanding options,
|
|
(excluding securities
|
|
|||
|
|
warrants and rights
|
|
warrants and rights
|
|
reflected in column (a))
|
|
|||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|||
Equity compensation plans approved by security holders(Executives and Directors)
|
|
|
30,240,218
|
|
$
|
..204
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders(Endorsers)
|
|
|
13,900,000
|
|
$
|
..239
|
|
|
46,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by security holders.
|
|
|
5,884,168
|
|
$
|
..074
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
50,024,386
|
|
$
|
..189
|
|
|
46,100,000
|
|
12 | ||
ITEM 6. |
SELECTED FINANCIAL DATA
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Year ended
|
|
|
|
|
|
|
|
||||
|
|
September 30,
|
|
$
|
|
%
|
|
||||||
|
|
2013
|
|
2012
|
|
Change
|
|
Change
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net
|
|
$
|
486,763
|
|
$
|
105,413
|
|
$
|
381,350
|
|
|
362
|
%
|
Cost of Sales
|
|
|
175,986
|
|
|
31,234
|
|
|
144,752
|
|
|
463
|
%
|
Gross Margin
|
|
$
|
310,777
|
|
$
|
74,179
|
|
$
|
236,598
|
|
|
319
|
%
|
|
|
Year ended
|
|
|
|
|
||||
|
|
September 30,
|
|
$
|
|
|||||
|
|
2013
|
|
2012
|
|
Change
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
6,398,060
|
|
$
|
4,118,264
|
|
$
|
2,279,796
|
|
Sales and Marketing
|
|
|
2,760,652
|
|
|
3,172,416
|
|
|
(411,764)
|
|
Research and development
|
|
|
2,200
|
|
|
204,541
|
|
|
(202,341)
|
|
|
|
$
|
9,160,902
|
|
$
|
7,495,221
|
|
$
|
1,665,691
|
|
13 | ||
|
|
Year ended September 30,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Professional fees
|
|
$
|
2,643,265
|
|
$
|
2,231,952
|
|
Salaries and benefits
|
|
|
3,296,409
|
|
|
1,542,848
|
|
Other general and administrative expense
|
|
|
458,486
|
|
|
343,464
|
|
|
|
$
|
6,398,160
|
|
$
|
4,118,264
|
|
14 | ||
|
|
Year ended September 30,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Loss on issuance of warrant derivative liabilities
|
|
$
|
(1,283,103)
|
|
$
|
-
|
|
Loss on change in warrant derivative liabilities
|
|
|
(8,217,468)
|
|
|
-
|
|
Beneficial conversion feature of convertible notes payable
|
|
|
-
|
|
|
(821,746)
|
|
Interest expense
|
|
|
(2,967,647)
|
|
|
(2,793,920)
|
|
Other
|
|
|
(50,000)
|
|
|
(5,730)
|
|
|
|
$
|
(12,518,218)
|
|
$
|
(3,621,396)
|
|
|
|
September 30,
2013 |
|
September 30,
2012 |
|
Increase/(Decrease)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
1,423,730
|
|
$
|
573,979
|
|
$
|
849,751
|
|
Current Liabilities
|
|
$
|
2,055,136
|
|
$
|
1,184,615
|
|
$
|
870,521
|
|
Working Capital (Deficit)
|
|
$
|
(631,406)
|
|
$
|
(610,636)
|
|
$
|
(20,770)
|
|
15 | ||
· continue with the implementation of our business plan; |
· generate new sales from expanded retail distribution of EnerJel, PowerFuse and ElectroFuse; |
· seeking additional third party debt and/or equity financing; |
· continue facilitation of licensing efforts; and |
· allocate sufficient resources to continue with advertising and marketing efforts. |
16 | ||
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
17 | ||
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Page
|
|
|
|
Reports of Independent Registered Public Accounting Firms
|
|
19
|
|
|
|
Consolidated Balance Sheets at September 30, 2013 and 2012
|
|
20
|
|
|
|
Statements of Operations for the years ended September 30, 2013 and 2012
|
|
21
|
|
|
|
Statements of Changes in Stockholders' Deficit for the years ended September 30, 2013 and 2012
|
|
22
|
|
|
|
Statements of Cash Flows for the years ended September 30, 2013 and 2012
|
|
24
|
|
|
|
Notes to Consolidated Financial Statements
|
|
26
|
18 | ||
19 | ||
20 | ||
|
|
2013
|
|
2012
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
29,430
|
|
$
|
62,050
|
|
Prepaid expenses
|
|
|
15,015
|
|
|
275,709
|
|
Accounts receivable
|
|
|
42,772
|
|
|
30,181
|
|
Inventory
|
|
|
1,336,513
|
|
|
141,808
|
|
Other assets
|
|
|
-
|
|
|
64,231
|
|
TOTAL CURRENT ASSETS
|
|
|
1,423,730
|
|
|
573,979
|
|
Other assets:
|
|
|
|
|
|
|
|
Intellectual property, net
|
|
|
78,698
|
|
|
81,756
|
|
Fixed assets, net
|
|
|
143,447
|
|
|
93,880
|
|
Other asset
|
|
|
-
|
|
|
50,000
|
|
TOTAL OTHER ASSETS
|
|
|
222,145
|
|
|
225,636
|
|
TOTAL ASSETS
|
|
$
|
1,645,875
|
|
$
|
799,615
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,694,589
|
|
$
|
791,864
|
|
Notes payable, net
|
|
|
179,395
|
|
|
105,000
|
|
Accrued expenses
|
|
|
181,152
|
|
|
287,751
|
|
TOTAL CURRENT LIABILITIES
|
|
|
2,055,136
|
|
|
1,184,615
|
|
|
|
|
|
|
|
|
|
Convertible notes payable, net
|
|
|
-
|
|
|
85,757
|
|
Warrant derivative liabilities
|
|
|
252,210
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; authorized 10,000,000 shares; no shares issued and
outstanding; $100 per share liquidation preference |
|
|
-
|
|
|
-
|
|
Common stock, $0.001 par value; authorized 400,000,000 shares; 276,944,231 and
164,700,150 shares issued and outstanding at September 30, 2013 and 2012, respectively |
|
|
276,944
|
|
|
164,700
|
|
Additional paid-in capital
|
|
|
43,670,326
|
|
|
22,604,931
|
|
Non-controlling interest
|
|
|
(126,344)
|
|
|
(126,344)
|
|
Accumulated deficit
|
|
|
(44,482,397)
|
|
|
(23,114,044)
|
|
Total stockholders' deficit
|
|
|
(661,471)
|
|
|
(470,757)
|
|
Total liabilities and stockholders' deficit
|
|
$
|
1,645,875
|
|
$
|
799,615
|
|
21 | ||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net Sales
|
|
$
|
486,763
|
|
$
|
105,413
|
|
Cost of sales
|
|
|
175,986
|
|
|
31,234
|
|
Gross margin
|
|
|
310,777
|
|
|
74,179
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
General and administrative expense
|
|
|
6,398,060
|
|
|
4,118,264
|
|
Sales and Marketing
|
|
|
2,760,652
|
|
|
3,172,416
|
|
Research and development
|
|
|
2,200
|
|
|
204,541
|
|
|
|
|
9,160,912
|
|
|
7,495,221
|
|
Loss from operations
|
|
|
(8,850,135)
|
|
|
(7,421,042)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Interest expense and finance fees
|
|
|
(2,967,647)
|
|
|
(2,793,920)
|
|
Beneficial conversion feature of convertible notes payable
|
|
|
-
|
|
|
(821,746)
|
|
Expense on issuance of warrant derivative liabilities
|
|
|
(1,283,103)
|
|
|
-
|
|
Change in fair value of warrant derivative liabilities
|
|
|
(8,217,468)
|
|
|
-
|
|
Other
|
|
|
(50,000)
|
|
|
(5,730)
|
|
Other expense
|
|
|
(12,518,218)
|
|
|
(3,621,396)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(21,368,353)
|
|
$
|
(11,042,438)
|
|
Loss per common share, basic and diluted
|
|
$
|
(0.08)
|
|
$
|
(0.09)
|
|
Weighted average common shares outstanding
|
|
|
264,235,263
|
|
|
121,260,555
|
|
22 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
Paid-in
|
|
||||||
|
|
Shares
|
|
Par
|
|
Shares
|
|
|
Par
|
|
|
Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2011
|
|
|
|
$
|
|
|
93,612,039
|
|
$
|
93,612
|
|
$
|
11,445,081
|
|
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable
|
|
|
|
|
|
|
45,248,995
|
|
|
45,249
|
|
|
4,014,187
|
|
Deferred consulting fees
|
|
|
|
|
|
|
1,900,000
|
|
|
1,900
|
|
|
(1,410,025)
|
|
Other
|
|
|
|
|
|
|
769,000
|
|
|
769
|
|
|
2,288
|
|
Detachable warrants cash
|
|
|
|
|
|
|
14,738,932
|
|
|
14,739
|
|
|
1,738,903
|
|
Detachable warrants noncash
|
|
|
|
|
|
|
8,431,184
|
|
|
8,431
|
|
|
317,783
|
|
Warrants A and B financing cost
|
|
|
|
|
|
|
|
|
|
|
|
|
852,162
|
|
Warrants A and B Financing cost
|
|
|
|
|
|
|
|
|
|
|
|
|
(852,162)
|
|
Warrants A and B FV
|
|
|
|
|
|
|
|
|
|
|
|
|
2,118,155
|
|
Warrants January 2012 FV
|
|
|
|
|
|
|
|
|
|
|
|
|
887,753
|
|
Beneficial conversion feature
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,448
|
|
Amortize deferred consultation
|
|
|
|
|
|
|
|
|
|
|
|
|
569,826
|
|
Amortize stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
1,920,532
|
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2012
|
|
|
|
$
|
-
|
|
164,700,150
|
|
$
|
164,700
|
|
$
|
22,604,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible notes payable
|
|
|
|
|
|
|
24,127,640
|
|
|
24,128
|
|
|
2,247,190
|
|
Stock issued for consulting fees
|
|
|
|
|
|
|
5,200,000
|
|
|
5,200
|
|
|
1,146,148
|
|
Exercise of detachable warrants Cash
|
|
|
|
|
|
|
32,612,744
|
|
|
32,613
|
|
|
2,552,014
|
|
Exchange of warrants
|
|
|
|
|
|
|
46,729,352
|
|
|
46,729
|
|
|
(46,729)
|
|
Stock Option Exercise
|
|
|
|
|
|
|
2,655,327
|
|
|
2,655
|
|
|
268,170
|
|
Exercise of detachable warrants Non-cash
|
|
|
|
|
|
|
919,018
|
|
|
919
|
|
|
(919)
|
|
Transfer from derivatives to equity
|
|
|
|
|
|
|
|
|
|
|
|
|
11,298,361
|
|
Amortization of stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
3,601,160
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2013
|
|
-
|
|
$
|
-
|
|
276,944,231
|
|
$
|
276,944
|
|
$
|
43,670,326
|
|
23 | ||
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
Non
|
|
Other
|
|
|
|
|
|
|
|
||
|
|
Controlling
|
|
Comprehensive
|
|
Accumulated
|
|
|
|
|
|||
|
|
Interest
|
|
Income
|
|
Deficit
|
|
Total
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2011
|
|
$
|
(126,344)
|
|
$
|
2,439
|
|
$
|
(12,071,606)
|
|
$
|
(656,819)
|
|
Unrealized gain from available-for-sale securities
|
|
|
-
|
|
|
(2,439)
|
|
|
-
|
|
|
(2,439)
|
|
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable
|
|
|
|
|
|
|
|
|
|
|
|
4,059,435
|
|
Deferred consulting fees
|
|
|
|
|
|
|
|
|
|
|
|
(1,408,125)
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
3,057
|
|
Detachable warrants cash
|
|
|
|
|
|
|
|
|
|
|
|
1,753,642
|
|
Detachable warrants noncash
|
|
|
|
|
|
|
|
|
|
|
|
326,214
|
|
Warrants A financing cost
|
|
|
|
|
|
|
|
|
|
|
|
852,162
|
|
Warrants A financing cost
|
|
|
|
|
|
|
|
|
|
|
|
(852,162)
|
|
Warrants A FV
|
|
|
|
|
|
|
|
|
|
|
|
2,118,155
|
|
Warrants issued FV
|
|
|
|
|
|
|
|
|
|
|
|
887,753
|
|
Beneficial conversion feature
|
|
|
|
|
|
|
|
|
|
|
|
1,000,448
|
|
Amortize deferred consultation
|
|
|
|
|
|
|
|
|
|
|
|
569,826
|
|
Amortize stock options
|
|
|
|
|
|
|
|
|
|
|
|
1,920,532
|
|
Net loss
|
|
|
|
|
|
|
|
|
(11,042,438)
|
|
|
(11,042,438)
|
|
Balance, September 30, 2012
|
|
$
|
(126,344)
|
|
$
|
-
|
|
$
|
(23,114,044)
|
|
$
|
(470,757)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible notes payable
|
|
|
|
|
|
|
|
|
|
|
|
2,271,318
|
|
Stock issued for consulting fees
|
|
|
|
|
|
|
|
|
|
|
|
1,151,348
|
|
Exercise of detachable warrants Cash
|
|
|
|
|
|
|
|
|
|
|
|
2,584,627
|
|
Exchange of warrants
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Stock Option Exercise
|
|
|
|
|
|
|
|
|
|
|
|
270,825
|
|
Exercise of detachable warrants non-cash
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Transfer from derivatives to equity
|
|
|
|
|
|
|
|
|
|
|
|
11,298,361
|
|
Amortization of stock options
|
|
|
|
|
|
|
|
|
|
|
|
3,601,160
|
|
Net loss
|
|
|
|
|
|
|
|
|
(21,368,353)
|
|
|
(21,368,353)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2013
|
|
$
|
(126,344)
|
|
$
|
-
|
|
$
|
(44,482,397)
|
|
$
|
(661,471)
|
|
24 | ||
|
|
2013
|
|
2012
|
|
||
Operating activities:
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(21,368,353)
|
|
$
|
(11,042,438)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
Depreciation
|
|
|
19,554
|
|
|
7,470
|
|
Stock and stock option compensation
|
|
|
4,752,509
|
|
|
2,718,035
|
|
Interest settled with shares
|
|
|
-
|
|
|
64,086
|
|
Amortization of discounts and financing fees
|
|
|
2,143,186
|
|
|
1,884,625
|
|
Beneficial conversion feature
|
|
|
-
|
|
|
821,746
|
|
January 2012 Warrants
|
|
|
-
|
|
|
887,753
|
|
Expense on issuance of warrant derivative liabilities
|
|
|
1,283,103
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrant derivative liabilities
|
|
|
8,217,468
|
|
|
-
|
|
Loss on disposal of investments
|
|
|
50,000
|
|
|
5,730
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Inventory
|
|
|
(1,194,704)
|
|
|
(141,808)
|
|
Accounts receivable
|
|
|
(12,591)
|
|
|
(30,181)
|
|
Prepaid expenses
|
|
|
196,465
|
|
|
(216,445)
|
|
Other assets
|
|
|
64,231
|
|
|
(64,231)
|
|
Accounts payable and accrued expenses
|
|
|
796,125
|
|
|
687,364
|
|
Net cash used in operating activities
|
|
|
(5,053,007)
|
|
|
(4,418,294)
|
|
Investing activities:
|
|
|
|
|
|
|
|
Purchase of machinery
|
|
|
(66,067)
|
|
|
(85,440)
|
|
Purchase from investments
|
|
|
-
|
|
|
(13,750)
|
|
Purchase of intellectual property
|
|
|
-
|
|
|
(7,440)
|
|
Net cash (used in) provided by investing activities
|
|
|
(66,067)
|
|
|
(106,630)
|
|
Financing activities:
|
|
|
|
|
|
|
|
Loan proceeds
|
|
|
2,231,000
|
|
|
3,534,359
|
|
Loan repayment
|
|
|
-
|
|
|
(219,359)
|
|
Proceeds from warrants exercised
|
|
|
2,584,629
|
|
|
1,753,642
|
|
|
|
|
|
|
|
|
|
Stock options exercised
|
|
|
270,825
|
|
|
|
|
Financing fees paid
|
|
|
-
|
|
|
(629,574)
|
|
Net cash provided by financing activities
|
|
|
5,086,454
|
|
|
4,439,068
|
|
Net decrease
|
|
|
(32,620)
|
|
|
(85,857)
|
|
Cash, beginning of period
|
|
|
62,050
|
|
|
147,907
|
|
Cash, end of period
|
|
$
|
29,430
|
|
$
|
62,050
|
|
25 | ||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
Cash paid for interest and income taxes:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
25,530
|
|
$
|
58,472
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
Common stock issued for convertible notes payable and accrued interest
|
|
$
|
2,271,317
|
|
$
|
4,059,436
|
|
Warrants issued for financing fees
|
|
$
|
-
|
|
$
|
1,140,270
|
|
26 | ||
|
1.
|
NATURE OF BUSINESS
|
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
27 | ||
28 | ||
29 | ||
|
|
For the Year ended
September 30, |
|
||||
|
|
2013
|
|
2012
|
|
||
Numerator:
|
|
|
|
|
|
|
|
Net loss available to stockholders
|
|
$
|
(21,368,353)
|
|
$
|
(11,042,438)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares Basic
|
|
|
264,235,263
|
|
|
121,260,555
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares Diluted
|
|
|
264,235,263
|
|
|
121,260,555
|
|
|
|
|
|
|
|
|
|
Net loss per common share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.08)
|
|
$
|
(0.09)
|
|
Diluted
|
|
$
|
(0.08)
|
|
$
|
(0.09)
|
|
|
3. GOING CONCERN
|
|
4. INTELLECTUAL PROPERTY
|
30 | ||
|
5. FIXED ASSETS
|
|
|
2013
|
|
2012
|
|
||
Equipment
|
|
$
|
108,821
|
|
$
|
84,752
|
|
Website
|
|
|
13,750
|
|
|
13,750
|
|
Display cases
|
|
|
42,245
|
|
|
-
|
|
Fixed assets
|
|
|
164,816
|
|
|
98,502
|
|
Less: Accumulated depreciation
|
|
|
(21,369)
|
|
|
(4,622)
|
|
Fixed assets (net)
|
|
$
|
143,447
|
|
$
|
93,880
|
|
|
6.
|
NOTES PAYABLE
|
|
|
September 30,
|
|
September
30, |
|
||
|
|
2013
|
|
2012
|
|
||
Convertible notes payable with interest at 12% (“March 2013 Notes”)
|
|
$
|
5,000
|
|
$
|
5,000
|
|
5% Six month secured promissory note due October 9, 2013
|
|
|
174,395
|
|
|
-
|
|
8% One year senior secured convertible promissory note due September 9, 2012
|
|
|
-
|
|
|
100,000
|
|
10% Two year senior secured convertible promissory note due February 7, 2014
|
|
|
-
|
|
|
85,757
|
|
|
|
$
|
179,395
|
|
$
|
190,757
|
|
|
|
September 30,
|
|
September 30,
|
|
||
|
|
2013
|
|
2012
|
|
||
Current
|
|
$
|
179,395
|
|
$
|
105,000
|
|
Long term
|
|
|
-
|
|
|
85,757
|
|
Total
|
|
$
|
179,395
|
|
$
|
190,757
|
|
31 | ||
|
|
(Series A Warrants)
|
|
|
(Series B Warrants)
|
|
|
Expected term
|
|
1 year
|
|
|
7 months
|
|
|
Expected average volatility
|
|
120.00
|
%
|
|
120.00
|
%
|
|
Expected dividend yield
|
|
0
|
%
|
|
0
|
%
|
|
Risk-free interest rate
|
|
..80
|
%
|
|
..12
|
%
|
|
32 | ||
|
|
(Series A Warrants)
|
|
|
(Series B Warrants)
|
|
Expected term
|
|
5 year
|
|
|
6 months
|
|
Expected average volatility
|
|
163.06
|
%
|
|
163.06
|
%
|
Expected dividend yield
|
|
0
|
%
|
|
0
|
%
|
Risk-free interest rate
|
|
..82
|
%
|
|
..11
|
%
|
33 | ||
Stock Price
|
|
$
|
0.07
|
|
Volatility
|
|
|
72%-130
|
%
|
Strike Price
|
|
$
|
0.0550.25
|
|
Risk-free Rate
|
|
|
0.25%-0.27
|
%
|
Dividend Rate
|
|
|
0
|
%
|
Expected Life
|
|
|
6 months 3 years
|
|
|
|
Fair Value Measurements at September 30, 2013
|
|
||||||||||
|
|
|
|
|
Quoted Prices in
|
|
Significant Other
|
|
Significant
|
|
|||
|
|
Balance at
|
|
Active Markets
|
|
Observable Inputs
|
|
Unobservable Inputs
|
|
||||
|
|
September 30, 2013
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
||||
Warrant derivative liabilities
|
|
$
|
252,210
|
|
$
|
-
|
|
$
|
-
|
|
$
|
252,210
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
Significant Unobservable Inputs
|
|
|
|
|
(Level 3)
|
|
|
|
|
Warrant Derivative Liabilities
|
|
|
Beginning balance at October 1, 2012
|
|
$
|
0
|
|
Issuance of warrant derivative liabilities
|
|
|
3,333,103
|
|
Changes in estimated fair value
|
|
|
8,217,468
|
|
Reclassification of derivative liability to additional paid-in capital
|
|
|
(11,298,361)
|
|
Ending balance at September 30, 2013
|
|
$
|
252,210
|
|
|
8.
|
WARRANT EXCHANGE
|
|
9. INCOME TAXES
|
34 | ||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Computed "expected" income tax benefit
|
|
$
|
7,265,000
|
|
$
|
3,754,400
|
|
State income taxes, net of federal benefit
|
|
|
393,000
|
|
|
441,700
|
|
Permanent differences and other
|
|
|
(3,927,000)
|
|
|
-
|
|
Valuation allowance
|
|
|
(3,731,000)
|
|
|
(4,196,100)
|
|
|
|
$
|
-
|
|
$
|
-
|
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net operating loss carry-forwards
|
|
$
|
7,191,000
|
|
$
|
4,828,300
|
|
|
|
|
|
|
|
|
|
Stock compensation
|
|
|
2,001,000
|
|
|
632,200
|
|
Capital loss carry-forwards
|
|
|
122,000
|
|
|
121,600
|
|
Investments
|
|
|
13,000
|
|
|
12,700
|
|
Total deferred tax assets
|
|
|
9,327,000
|
|
|
5,594,800
|
|
Valuation allowance
|
|
|
(9,327,000)
|
|
|
(5,594,800)
|
|
Net deferred tax assets
|
|
$
|
-
|
|
$
|
-
|
|
|
10. STOCKHOLDERS’ EQUITY (DEFICIT)
|
35 | ||
36 | ||
|
11. RELATED PARTY TRANSACTIONS
|
|
|
September 30,
|
|
September 30,
|
|
||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Hank Durschlag
|
|
$
|
-
|
|
$
|
16,178
|
|
|
|
$
|
-
|
|
$
|
16,178
|
|
|
|
2012
|
|
|
Prior CEO compensation
|
|
$
|
10,000
|
|
New officer compensation
|
|
|
59,000
|
|
|
|
$
|
69,000
|
|
|
12. 2011 INCENTIVE STOCK PLAN
|
37 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Weighted
|
|
Fair
|
|
|
|
|
|||
|
|
|
|
|
Average
|
|
Value
|
|
|
|
|
|||
|
|
|
|
|
Exercise
|
|
On
|
|
|
Intrinsic
|
|
|||
|
|
Shares
|
|
Price
|
|
Grant Date
|
|
|
Value
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, beginning of year
|
|
|
27,043,000
|
|
$
|
0.24
|
|
$
|
5,411,865
|
|
|
$
|
-
|
|
Granted
|
|
|
25,636,703
|
|
|
0.15
|
|
|
3,366,967
|
|
|
|
-
|
|
Exercised
|
|
|
(3,015,832)
|
|
|
0.06
|
|
|
(366,049)
|
|
|
|
168,725
|
|
Forfeited/expired
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of year
|
|
|
49,663,871
|
|
$
|
0.20
|
|
|
8,412,783
|
|
|
$
|
162,470
|
|
Vested/exercisable at end of year
|
|
|
43,542,004
|
|
$
|
0.20
|
|
|
|
|
|
$
|
162,470
|
|
|
|
|
|
|
|
|
|
Fair
|
|
|
|
|
|
|
|
Weighted
|
|
Value
|
|
||
|
|
|
|
|
Average
|
|
on
|
|
||
|
|
|
|
|
Exercise
|
|
Grant
|
|
||
|
|
Shares
|
|
Price
|
|
Date
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Outstanding, beginning of year
|
|
|
7,863,228
|
|
$
|
0.25
|
|
$
|
1,317,698
|
|
Granted
|
|
|
25,636,703
|
|
|
0.15
|
|
|
3,366,967
|
|
Vested
|
|
|
(27,378,064)
|
|
|
0.17
|
|
|
(3,767,857)
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of year
|
|
|
6,121,867
|
|
$
|
0.18
|
|
$
|
916,808
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
Average
|
|
Number
|
|
|
|
Number
|
|
Remaining
|
|
Of
|
|
Exercise
|
|
Of
|
|
Contractual
|
|
Options
|
|
Price Range
|
|
Options
|
|
Life (Years)
|
|
Exercisable
|
|
|
|
|
|
|
|
|
|
$0.08 - $0.20
|
|
21,102,654
|
|
3.99
|
|
16,545,749
|
|
0.21 - $0.24
|
|
4,534,048
|
|
4.10
|
|
3,703,228
|
|
38 | ||
|
|
2013
|
|
|
|
|
|
Expected term
|
|
1-5 years
|
|
Expected average volatility
|
|
124%-182%
|
|
Expected dividend yield
|
|
0%
|
|
Risk-free interest rate
|
|
..62%-.1.58%
|
|
Expected annual forfeiture rate
|
|
0%
|
|
|
|
2012
|
|
|
|
|
|
Expected term
|
|
1-5 years
|
|
Expected average volatility
|
|
163.06%-296.24%
|
|
Expected dividend yield
|
|
0%
|
|
Risk-free interest rate
|
|
..30%-3.12%
|
|
Expected annual forfeiture rate
|
|
0%
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
Amount
|
|
Price
|
|
Shares
|
|
||
|
|
|
|
|
|
|
|
|
|
Convertible debt
|
|
$
|
5,000
|
|
$
|
0.025
|
|
200,000
|
|
Detachable warrants
|
|
|
|
|
$
|
0.021
|
|
90,500
|
|
Detachable warrants
|
|
|
|
|
$
|
0.120
|
|
2,817,176
|
|
Detachable warrants
|
|
|
|
|
$
|
0.120
|
|
5,792,480
|
|
Detachable warrants
|
|
|
|
|
$
|
0.120
|
|
750,000
|
|
Detachable warrants
|
|
|
|
|
$
|
0.250
|
|
3,583,334
|
|
Detachable warrants A Series A & B Notes and placement agent warrants
|
|
|
|
|
$
|
0.146
|
|
24,579,231
|
|
Detachable warrants A Issued with Exchange
|
|
|
|
|
$
|
0.300
|
|
8,601,814
|
|
|
|
|
|
|
|
|
|
46,414,535
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
Amount
|
|
Price
|
|
Shares
|
|
||
|
|
|
|
|
|
|
|
|
|
Convertible debt
|
|
$
|
5,000
|
|
$
|
0.025
|
|
200,000
|
|
Convertible debt
|
|
$
|
100,000
|
|
$
|
0.120
|
|
833,333
|
|
Convertible debt
|
|
|
144,605
|
|
|
0.130
|
|
1,112,346
|
|
Detachable warrants
|
|
|
|
|
$
|
0.120
|
|
5,792,480
|
|
Detachable warrants
|
|
|
|
|
$
|
0.120
|
|
2,817,176
|
|
Detachable warrants
|
|
|
|
|
$
|
0.120
|
|
750,000
|
|
Detachable warrants
|
|
|
|
|
$
|
0.250
|
|
3,583,334
|
|
Detachable warrants A
|
|
|
|
|
$
|
0.130
|
|
25,746,553
|
|
Detachable warrants B
|
|
|
|
|
$
|
0.130
|
|
14,649,605
|
|
|
|
|
|
|
|
|
|
55,484,827
|
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
39 | ||
Sales Range
|
|
Commission
Rate |
|
|
$0 - $100,000
|
|
0.00
|
%
|
|
$100,001 - $10,000,000
|
|
5.00
|
%
|
|
$10,000,001 - $50,000,000
|
|
2.50
|
%
|
|
|
|
|
|
|
14.
|
SUBSEQUENT EVENTS:
|
40 | ||
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
(b) |
Engagement of Kaufman, Rossin & Co., P.A.
|
ITEM 9A. |
CONTROLS AND PROCEDURES
|
41 | ||
· | The Company does not have adequate controls and procedures to detect errors in accounting for certain of its financing transactions, specifically related to the Company’s issuance of convertible debt and warrants. |
· | The Company does not have adequate controls and procedures to detect errors in accounting for certain of its equity transactions, specifically related to recording stock options granted to employees, consultants and endorsers. |
42 | ||
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Brian Tuffin
|
|
48
|
|
Chief Executive Officer, Acting Chief Financial Officer and Director
|
|
|
|
|
|
Jeanne Hebert
|
|
45
|
|
Senior Vice President of Marketing and Clinical Research, Secretary and Director
|
|
|
|
|
|
Richard S. Hutchings, Ph.D.
|
|
57
|
|
Director
|
|
|
|
|
|
David J. Berkoff, M.D.
|
|
43
|
|
Director
|
|
|
|
|
|
Neil Chin
|
|
44
|
|
Director
|
|
|
|
|
|
Ricardo Harris
|
|
55
|
|
Director
|
|
|
|
|
|
Reginald Hollinger
|
|
50
|
|
Director
|
|
|
|
|
|
JoAnne Brandes
|
|
59
|
|
Director
|
43 | ||
44 | ||
|
·
|
be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing and audit report or performing other audit, review or attest services for our company;
|
|
·
|
discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent auditor prior to their filing with the Securities and Exchange commission in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;
|
|
·
|
review with the company’s financial management on a period basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in our company’s selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of our company;
|
|
·
|
monitor our company’s policies for compliance with federal, state, local and foreign laws and regulations and our company’s policies on corporate conduct;
|
|
·
|
maintain open, continuing and direct communication between the board of directors, the audit committee and our independent auditors; and
|
|
·
|
monitor our compliance with legal and regulatory requirements and shall have the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.
|
45 | ||
|
·
|
review periodically our company’s philosophy regarding executive compensation to (i) ensure the attraction and retention of corporate officer; (ii) ensure the motivation of corporate officers to achieve our company’s business objectives, and (iii) align the interests of key management with the long-term interests of our company’s shareholders;
|
|
·
|
review and approve corporate goals and objectives relating to Chief Executive Officer compensation and other executive officers of our company;
|
|
·
|
make recommendations to the board of directors regarding compensation for non-employee directors, and review periodically non-employee director compensation in relation to other comparable companies and in light of such factors as the compensation committee may deem appropriate; and
|
|
·
|
Review periodical reports from management regarding funding our Company’s pension, retirement, long-term disability and other management welfare and benefit plans.
|
46 | ||
ITEM 11.
|
EXECUTIVE COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Total
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian Tuffin
|
|
2013
|
|
$
|
200,700
|
|
$
|
-
|
|
$
|
160,000
|
|
$
|
360,700
|
|
CEO and Acting CFO (1)
|
|
2012
|
|
$
|
229,800
|
|
$
|
-
|
|
$
|
-
|
|
$
|
229,800
|
|
|
|
2011
|
|
$
|
105,760
|
|
$
|
-
|
|
$
|
-
|
|
$
|
105,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubin Hanan
|
|
2013
|
|
$
|
168,400
|
|
$
|
-
|
|
$
|
-
|
|
$
|
168,400
|
|
President and COO (2)
|
|
2012
|
|
$
|
229,700
|
|
$
|
-
|
|
$
|
-
|
|
$
|
229,700
|
|
|
|
2011
|
|
$
|
105,760
|
|
$
|
-
|
|
$
|
-
|
|
$
|
105,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam Adler
|
|
2013
|
|
$
|
81,500
|
|
$
|
-
|
|
$
|
-
|
|
$
|
81,500
|
|
Chief Business Development Officer (3)
|
|
2012
|
|
$
|
206,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
206,000
|
|
|
|
2011
|
|
$
|
105,760
|
|
$
|
-
|
|
$
|
-
|
|
$
|
105,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aitan Zacharin
|
|
2013
|
|
$
|
82,000
|
|
$
|
-
|
|
$
|
|
|
$
|
82,000
|
|
Chief Marketing Officer
|
|
2012
|
|
$
|
291,300
|
|
$
|
-
|
|
$
|
-
|
|
$
|
291,300
|
|
and Chief Information Officer (4)
|
|
2011
|
|
$
|
118,140
|
|
$
|
-
|
|
$
|
-
|
|
$
|
118,140
|
|
(1)
|
Mr. Tuffin was appointed CEO and Acting CFO of the Company on November 28, 2011.
|
(2)
|
Mr. Hanan was appointed President and COO on November 28, 2011 and stepped down from his positions with the Company on August 16, 2013.
|
(3)
|
On November 28, 2011, Mr. Adler resigned as CEO and Acting CFO. He subsequently assumed the position of Chief Business Development Officer of the Company and stepped down from his positions with the company on August 16, 2013. .
|
47 | ||
48 | ||
DIRECTOR COMPENSATION
|
|
|||||||||||||||||||||
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earned
|
|
|
|
|
|
|
|
Non-Equity
|
|
Non-Qualified
|
|
|
|
|
|
|
|
|||
|
|
or
|
|
|
|
|
|
|
|
Incentive
|
|
Deferred
|
|
All
|
|
|
|
|
||||
|
|
Paid in
|
|
Stock
|
|
Option
|
|
Plan
|
|
Compensation
|
|
Other
|
|
|
|
|
||||||
|
|
Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
Total
|
|
|||||||
Name
|
|
($)
|
|
(#)
|
|
(#)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian Tuffin
|
|
|
200,700
|
|
|
2,000,000
|
|
|
1,500,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
437,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rubin Hanan (1)
|
|
|
168,400
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
258,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adam Adler (2)
|
|
|
81,500
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
132,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeanne Hebert
|
|
|
121,300
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
252,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard S. Hutchings, PhD.
|
|
|
0
|
|
|
0
|
|
|
800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
38,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David J. Berkoff, M.D.
|
|
|
0
|
|
|
0
|
|
|
800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
38,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Douglas Armstrong, Ph.D. (3)
|
|
|
0
|
|
|
0
|
|
|
800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
38,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James T. Frederick, Ph.D. (4)
|
|
|
0
|
|
|
0
|
|
|
800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
38,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neil Chin
|
|
|
0
|
|
|
0
|
|
|
800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
38,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricardo Harris
|
|
|
0
|
|
|
0
|
|
|
800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
38,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reginald Hollinger
|
|
|
0
|
|
|
0
|
|
|
800,000
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
64,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JoAnne Brandes
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
(1) |
Mr. Hanan resigned as an executive officer and director of the Company on August 16, 2013.
|
|
(2) |
Mr. Adler resigned as an executive officer and director of the Company on August 16, 2013.
|
|
(3) |
Dr. Armstrong resigned as a director of the Company on August 16, 2013.
|
|
(4) |
Dr. Frederick passed away on December 3, 2013.
|
49 | ||
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
⋅ |
each person known by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common stock;
|
|
⋅ |
each of Company’s directors;
|
|
⋅ |
each of the Company’s executive officers; and
|
|
⋅ |
all of the Company’s directors and executive officers as a group.
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
Of Common Stock
|
|
|
|
|
|
Name of Beneficial Owner
|
|
Beneficially Owned
|
|
Percent of Class (%)
|
|
||
|
|
|
|
|
|
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian Tuffin
|
|
|
9,570,000
|
|
|
1.5
|
%
|
|
|
|
|
|
|
|
|
Jeanne Hebert
|
|
|
3,500,000
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Richard S. Hutchings, Ph.D.
|
|
|
1,300,000
|
|
|
*
|
|
|
|
|
|
|
|
|
|
David J. Berkoff, M.D.
|
|
|
1,300,000
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Neil Chin
|
|
|
1,300,000
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Ricardo Harris
|
|
|
1,300,000
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Reginald Hollinger
|
|
|
0
|
|
|
*
|
|
|
|
|
|
|
|
|
|
JoAnne Brandes
|
|
|
0
|
|
|
*
|
|
|
|
|
|
|
|
|
|
All directors and executive officers as a group (eight persons)
|
|
|
|
|
|
|
|
50 | ||
|
|
|
|
|
|
|
|
Number of securities remaining
|
|
|
|
|
Number of securities to be
|
|
|
|
|
available for future issuance under
|
|
||
|
|
issued upon exercise of
|
|
Weighted-average exercise
|
|
equity compensation plans
|
|
|||
|
|
outstanding options,
|
|
price of outstanding options,
|
|
(excluding securities
|
|
|||
|
|
warrants and rights
|
|
warrants and rights
|
|
reflected in column (a))
|
|
|||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|||
Equity compensation plans approved by security holders(Executives and Directors)
|
|
|
30,240,218
|
|
$
|
..204
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders(Endorsers)
|
|
|
13,900,000
|
|
$
|
..239
|
|
|
46,100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by security holders.
|
|
|
5,884,168
|
|
$
|
..074
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
50,024,386
|
|
$
|
..189
|
|
|
46,100,000
|
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
51 | ||
(a) | The following documents are filed as part of this report: |
1. | Consolidated Financial Statements The following consolidated financial statements of Fuse Science, Inc. are contained in Item 8 of this Form 10-K/A: |
⋅ |
Reports of Independent Registered Public Accountants
|
|
⋅ |
Consolidated Balance Sheets at September 30, 2013 and 2012
|
|
⋅ |
Consolidated Statements of Operations For the years ended September 30, 2013 and 2012
|
|
⋅ |
Consolidated Statements of Stockholders’ Equity (Deficit) - For the years ended September 30, 2013 and 2012
|
|
⋅ |
Consolidated Statements of Cash Flows - For the years ended September 30, 2013 and 2012
|
|
⋅ |
Notes to Consolidated Financial Statements
|
2. | Financial Statement Schedules were omitted, as they are not required or are not applicable, or the required information is included in the Consolidated Financial Statements. |
3. | Exhibits The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b-32 under the Securities Exchange Act of 1934. |
Exhibit
|
|
Description
|
|
|
|
3(i)
|
|
Amended and Restated Articles of Incorporation (1)
|
3(ii)
|
|
Amended and Restated Bylaws (1)
|
10.1
|
|
Employment Agreement between the Company and Brian Tuffin (2) *
|
10.2
|
|
Employment Agreement between the Company and Adam Adler (2) *
|
10.3
|
|
Consulting Services Agreement between the Company and Executive Leadership Intelligence, Inc. (3) *
|
10.4
|
|
Amended and Restated 2011 Stock Incentive Plan (4) *
|
10.5
|
|
2011 Endorsers Stock Incentive Plan (5)
|
10.6
|
|
Code of Ethics (5)
|
10.7
|
|
Office Lease relating to premises located at 6135 N.W. 167 th Street, #E-21, Miami Lakes, Florida 33015 (2)
|
10.8
|
|
Manufacturing Agreement Distribution Agreement (6)
|
16.1
|
|
Letter from Morrison, Brown, Argiz & Farra, LLC as to change in certifying accountant (7)
|
22
|
|
Subsidiaries (5)
|
31.1
|
|
Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (4)
|
32.1
|
|
Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
|
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 |
* | Management Compensation Arrangement |
(1) | Filed as an exhibit to the Company’s Definitive Information Statement on Schedule 14C dated December 6, 2011 and incorporated herein by reference. |
(3) | Filed as an exhibit to the Company’s Current Report on Form 8-K dated November 30, 2011 and incorporated herein by reference. |
(5) | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended September 30, 2012 and incorporated herein by reference. |
(7) | Filed as an Exhibit to the Company’s Current Report on Form 8-K dated November 20, 2013 and incorporated herein by reference. |
52 | ||
|
|
FUSE SCIENCE, INC.
|
|
|
|
|
By:
|
/s/ Brian Tuffin
|
|
|
Brian Tuffin, Chief Executive Officer and Acting
|
|
|
Chief Financial Officer
|
Signatures
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
|
|
By:
|
/s/ Brian Tuffin
|
|
Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)
|
|
January 28, 2014
|
|
Brian Tuffin
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jeanne Hebert
|
|
Senior Vice President of Marketing and Clinical Research, Secretary and Director
|
|
January 28, 2014
|
|
Jeanne Hebert
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Berkoff, M.D.
|
|
Director
|
|
January 28, 2014
|
|
David Berkoff, M.D.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Richard Hutchings, Ph.D.
|
|
Director
|
|
January 28, 2014
|
|
Richard Hutchings, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Neil Chin
|
|
Director
|
|
January 28, 2014
|
|
Neil Chin
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Riccardo Harris
|
|
Director
|
|
January 28, 2014
|
|
Riccardo Harris
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Reginald Hollinger
|
|
Director
|
|
January 28, 2014
|
|
Reginald Hollinger
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ JoAnne Brandes
|
|
Director
|
|
January 28, 2014
|
|
JoAnne Brandes
|
|
|
|
|
53 | ||
1.
|
I have reviewed this Report on Form 10-K/A of Fuse Science, Inc.;
|
||
|
|
||
2.
|
Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||
|
|
||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||
|
|
||
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have;
|
||
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
d.
|
disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s current fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions);
|
||
|
|
||
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.
|
Date:
|
January 28, 2014
|
/s/ Brian Tuffin
|
|
|
||||
|
|
Chief Executive Officer
|
|
|
||||
|
|
|
and Acting Chief Financial Officer
|
|
||||
|
1.
|
I am the Chief Executive Officer and Acting Chief Financial Officer of Fuse Science, Inc.
|
|
|||
|
|
2.
|
Attached to this certification is Form 10-K/A for the fiscal year ended September 30, 2013, a periodic report (the “periodic report”) filed by the issuer with the Securities Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”), which contains financial statements.
|
|||
|
|
3
|
I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
|||
|
·
|
The periodic report containing the financial statements fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
|
|
·
|
The information in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer for the periods presented.
|
Date:
|
January 28, 2014
|
/s/ Brian Tuffin
|
|
|||
|
|
Brian Tuffin
|
|
|||
|
|
|
Chief Executive Officer and Acting Chief Financial Officer
|
|||
WARRANT DERIVATIVE LIABILITIES (Details) (Fair Value, Inputs, Level 3 [Member], USD $)
|
12 Months Ended |
---|---|
Sep. 30, 2013
|
|
Warrant Derivative Liabilities [Line Items] | |
Stock Price | $ 0.07 |
Dividend Rate | 0.00% |
Minimum [Member]
|
|
Warrant Derivative Liabilities [Line Items] | |
Volatility | 72.00% |
Strike Price | $ 0.055 |
Risk-free Rate | 0.25% |
Expected Life | 6 months |
Maximum [Member]
|
|
Warrant Derivative Liabilities [Line Items] | |
Volatility | 130.00% |
Strike Price | $ 0.25 |
Risk-free Rate | 0.27% |
Expected Life | 3 years |
RELATED PARTY TRANSACTIONS (Details) (USD $)
|
Sep. 30, 2013
|
Sep. 30, 2012
|
---|---|---|
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties | $ 0 | $ 16,178 |
Hank Durschlag [Member]
|
||
Related Party Transaction [Line Items] | ||
Accounts Payable, Related Parties | $ 0 | $ 16,178 |
&PO=V]R:W-H965T
M?Y0\9,Q..])X4OQ^Q'E% "\70M:
M--/1/RK$*5?1!I'JL?RS__.[R0W?F1Q?G5U>?_=#5J;S#S5=GUZ__QRJV@0P
M`>1*\WM[A()QZU-?UA]^L$5=/XW6>K;25'+T#UU+3[DB-3IWW,@F61YHGD[:
M?L!!CPKLU)J(7YL.'W0UV+6,9L>L4&3^#%%H%KS^&M22BDG,J]F+&;'6-JKQ
M%HJQ&US)?BY4:XD&!0RH02\",T5O-)?5R,NZ'&)&!HQ%DKS$!AA@HS4IAQFG%.\(G"3!5F
MIC!SA5DHS%)A5BG&<]Z:K!7&F!3D.^]?3$6#XGA9T3BK%$
ESHW:IC]\>I[T!^U),3H^XW<[_72:Y+_H77M4%,;=Q&'4&[^K?]
M(7(]Z8Z!_@/LX2TM^0^J2]$85/,"EH9!"N.N_2G@'ZQJNYUTK2SLWMW/"DYK
M#OM1&`"X4,KN']PYTY__J_\```#__P,`4$L#!!0`!@`(````(0!!=)KL1P0`
M`#X0```9````>&PO=V]R:W-H965T&UL
M[%U[;Z/8%?^_4K\#8MJJ*S7!#QS'V3BKB2>T(TVGJYU4K=2M*F+CA`X/%_!,
MLE6_>\_A>:XQ<($+..UNM),8FW-^YWWNN1BNOWNV+>F+X?FFZRSE\?E(E@QG
M[6Y,YW$I__E>.[N4)3_0G8UNN8ZQE%\,7_[NYI>_N/:#%\OX]&08@00D''\I
M/P7![DI1_/638>O^N;LS''AGZWJV'L!+[U'Q=YZA;WP\R;:4R6ATH=BZZ<@1
MA2M[S4/$UKW/^]W9VK5W>F`^F)89O(2T9,E>7[U_=%Q/?[``ZO-8U=<)[?!%
MCKQMKCW7=[?!.9!3W.W67!MYE`MEH0"EFVMG;VMVX$MK=^\$2WF2'I*B=]YO
MEO*%+$4BK]P-@/C-O_9N\.VOHE]O?O?FS>@?WWS[MQ^,S=]__&W^O1^_D96$
M#:$)-BBG>3XJ)0MO1Y256(*;ZZWK9(),IZ`FU-;59\?]ZFCX'C@#B(B1_;ZK9IO42')W@@=(SX
M<[8)9L*#2L2A7SX/B":1Z1)A,#)-\0B5R0:1=#Q8+I/^SR,R,;QFU;S:Z(_A
M%4I1+IE']U7;UF7V6%8#\,[SKI=Y"1LV_-:(Y.5HJ)4L>.Q1H5+J-)S<%]'
M9#)5YF1V483O$M(*G=3!!FUI4?PQE5%`CN;J]<7FN!SJLN%?E^$&0+;)-1VD
M43M(R=W#Y55OD4^PV2R']W6DAX---[CFYS5U2SFX)ZST/E:Y#3)>033"X6QP
MT4G9X`T_`G`"(9=NP)6GY++DQI5\H]ZA*X7F.C@6;Z/TFY0](2OEJI:X%<*.
MM)I+P:Q2N<86DS42&%<*4WR&:%LZ!.
M8T](=A`9:4T!L?UB!2(VK+@R07[QV'#.QR:`$P8*T$C-KTA4K0I`'9O#-S_2
MHL\@K-!DH9%K,2_YBG]9HRR$>;\)(N_OC8?9G22PEAF6C4+\,D&9_=A\T
S89G4^PB\S(A"44O9#
M1(YH$7H2IHL[&AF]FHB(;A.)V^:E%!:3))P>BG"AEN4%+G&]X%%.RZ&"#521
M`T]IFFOFFVC]N4@0BYQCJT12@T]"-;(Q[9B6*^N$YKY(25G$18_@5-D'3;ZE
MW84'>I!@:UB^S^N;QF4CA\=[)\\/LO/=/[13PBD?!:40`XD]'0J:Y6_`5$\[
M:,PJ6A&DCP3>I&`WRE,*O%%2@YV++RCP*O0V#=R'M.(_6X55MF@@HYR5>RFP
M`2Y/!A=S!6>8!LJMN$'^K/[&LI^*%M6MY
8%^EGZR_7WN$9&1$9EY#E))ZMEML[+N*DYF9%P\_/JYNZM;-948
M*/."?"$
.C<%(3D6/H8,P<%(K'@$5\U$-OB_-HJA?O7
MNP2]5[*(_-;@8R9)M=)C;YVM9E[$'!A3;C<+2<$U/+C%WXZHO1@V(1%CX(56
MK5@("D]R_U"0;'P*]26]F>Z$Y(GCP<(&!NJ/4\U5*1T`E^V#>V]-@VU1/IV\
M'!#'/*`C"P:L4-=L;OU!G'J;O"KG[DYJ&SY;N=.>YX=ME_5&$9.NJQK=J63G
M/[N#7)S#T#CISVR7^'1GEX:AVZ/#C3]M'R0VDA3?=O59Q3<,24FP!QS4A?S,
M](1VW..U_+,QWB%N*S(,[:KB?YK'D,H?0F/6EC/"\\0A3/@S\!$T[>1*+[\%
M534^4=CSL]\]4D3D8TSG$L(\-[ID&DS^>Z'69#H<93T)+6AN?H@X,TN`1G4G
M)J$[0'^*4U!G*-"LSS`Q-=`C2[B=<5W.QU($WV12LX^$)N847X[??H#S7(96
M5BG')]ANK49PTL67]N/UP@'M.DXQ5%!LFJ&])@/K6EG]7JPL_!*JH`Q,B/U+
M,-7`U9*[K/)021);M8+O1`;J]/)=_%)&)DYD#3+DX)KCR9Y3AJG:K/"YMV$A
M@<#*-_<)^@`4X,1B*\1C]E#G;MW;RL?E>75*2<=?/I+YS*2Z7U*%2['EG""R
M376ZF.;VW=5:T/WX-(:JI7H;!OHAI(>0.JD\I1Y?T.<)'=J$RVENNG=JEL%V
M2#"=7%N(O!S%LZ(CM6647CZH% G%[3_$&J1BF<9E^>"#->,@:"9DR]4A6DK#!%DB`A2THZ0%BWA=-0
MX\V-ZJTRFU8:^>A!E+49JZI2MLP)$VWLN3#]?GN@T'NK8`MB(=)(3+IZ&C]&
MQYAX87FH.GXVKV8]SN&:-7C]U^;\YJ*Z04,8ST1S7F:W=64=^GV4V$SWA*%Q
M-)WJ+O2I\D,$6[5.V\SR^%1C=>#P!\=M"P]6[\W.V!:\CIYA/C8E4?7/.C0-
M`ZK8\N-MD'Y>]5[I(.=8=LW#DAU#^YW/H%WYI-"-[E&N4;6,..$(=8@L2>Q3
M`5I4%6MT!%GP@FZ?>JI_%.6RO";+7N2UL(0G-^-3D;3RK]I6^)8U?67D@PMT
M'46RWDV(JBPO?RX544[SDC,OQ4'#)33OTX%KWPT4T7C.\%NH;&;;3ZBD`S
MQG$'V@E;0!_UY55\[^LY"*@E?SN*OU=[G%I:A)N%`G,W4Q#U]='Z_"H56LJ;
MP1'_?#2^4>M`LX$BW68*>3K&R`W$8^!%Z>\<;]0\5N8?45:7"KQ1>\[/L+5N
MD=^]5=+/2R;F!!6_CTOX%.R["CF[GFSYT:UO)]+*6*O13.M[LC1[X$%4$TEW
M1H73N`P$!<+RDCIH[G^&M$[F9`V6YEZL]V70B_R]5:`!90.WSY:-S?`Z