gtmm_10k.htm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

The Guitammer Company

We have audited the accompanying consolidated balance sheets of The Guitammer Company (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2013 and 2012. The Guitammer Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Guitammer Company as of December 31, 2013 and 2012 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Schneider Downs & Co., Inc.

Columbus, Ohio

March 13, 2014

To the Board of Directors and Stockholders of

The Guitammer Company

F-1

THE GUITAMMER COMPANY

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	140,231		$	79,136
Accounts receivable, net		62,505			21,011
Inventory		443,761			629,251
Prepaid expenses and other current assets		6,141			131,639
Total current assets		652,638			861,037

Property and equipment, net		127,186			12,208
Deferred financing costs, net		38,335			58,336
Other assets		21,472			28,780
Total Assets	$	839,631		$	960,361

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Line of credit	$	39,523		$	39,523
Accounts payable		533,438			742,451
Accrued expenses		376,188			459,168
Deferred revenue		68,823			129,385
Current portion of long-term debt - related parties		584,352			517,004
Current portion of long-term debt - non-related parties		559,987			554,124
Total current liabilities		2,162,311			2,441,655

Long-term debt, net of current portion - related parties		250,000			317,348
Long-term debt, net of current portion - non related parties		302,479			391,018
Total Liabilites		2,714,790			3,150,021

Commitments		-			-

Stockholders' deficit
Common stock, par value of $.001, 150,000,000 shares authorized; 77,905,248 and 68,779,482 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively		77,906			68,780
Additional paid-in capital		7,253,730			5,641,492
Accumulated deficit		(9,206,795	)		(7,899,932	)
Total Stockholders' deficit		(1,875,159	)		(2,189,660	)
Total Liabilities and Stockholders' deficit	$	839,631		$	960,361

See accompanying Notes to Consolidated Financial Statements.

F-2

THE GUITAMMER COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2013			2012

Total revenue	$	1,917,300		$	2,132,624

Cost of goods sold		1,106,269			1,282,168
Gross profit		811,031			850,456

Operating expenses
General and administrative		1,727,180			1,568,067
Research and development		197,006			75,474
		1,924,186			1,643,541

Loss from operations		(1,113,155	)		(793,085	)

Other income (expense)
Interest expense		(193,776	)		(278,928	)
Interest income		68			45
		(193,708	)		(278,883	)

Loss before provision for income taxes		(1,306,863	)		(1,071,968	)

Provision for income taxes		-			-
Net loss attributable to common stockholders	$	(1,306,863	)	$	(1,071,968	)

Basic and diluted loss per share	$	(0.02	)	$	(0.02	)

Basic and diluted weighted average common shares outstanding		73,712,472			64,861,800

See accompanying Notes to Consolidated Financial Statements.

F-3

THE GUITAMMER COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

YEARS ENDED DECEMBER 31, 2013 AND 2012

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, January 1, 2012		56,428,039	$	56,428	$	3,076,666	$	(6,827,964	)	$	(3,694,870	)

Common stock and warrants issued in connection with debt retirement		4,319,906		4,321		527,173		-			531,494

Employee stock options issued vesting over 3 years		-		-		41,002		-			41,002

Warrants issued in connection with debt requirements		-		-		134,741		-			134,741

Common Stock and warrants issued for services		760,331		760		182,479		-			183,239

Options exercised for common stock purchase		531,206		531		1,171		-			1,702

Common stock and warrants issuance		6,740,000		6,740		1,678,260		-			1,685,000

Net loss		-		-		-		(1,071,968	)		(1,071,968	)
Balance, December 31, 2012		68,779,482	$	68,780	$	5,641,492	$	(7,899,932	)	$	(2,189,660	)

Common stock and warrants issued to retire accrued interest		82,604		82		20,569		-			20,651

Employee stock options issued vesting over 3 years		-		-		153,455		-			153,455

Common stock and warrants issued for services		949,500		950		183,821		-			184,771

Options/warrants exercised for common stock purchase		906,162		906		11,581		-			12,487

Common stock and warrants issuance		7,187,500		7,188		1,242,812		-			1,250,000

Net loss		-		-		-		(1,306,863	)		(1,306,863	)
Balance, December 31, 2013		77,905,248	$	77,906	$	7,253,730	$	(9,206,795	)	$	(1,875,159	)

See accompanying Notes to Consolidated Financial Statements.

F-4

THE GUITAMMER COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31,
	2013			2012
Cash flows from operating activities
Net loss	$	(1,306,863	)	$	(1,071,968	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and patent amortization		31,623			12,965
Amortization of deferred financing fees		20,001			21,372
Employee stock options		153,455			41,002
Stock and warrants issued for services		184,771			180,989
Warrants issued in connection with debt requirements		-			134,741
Change in fair value of warrant liability		(20,441	)		(54,600	)

Changes in assets and liabilities
Accounts receivable		(41,494	)		(19,892	)
Inventory		185,490			(573,024	)
Prepaid expenses		125,498			(64,807	)
Accounts payable and accrued expenses		(250,901	)		13,612
Deferred revenue		(60,562	)		(69,854	)
Net cash used in operating activities		(979,423	)		(1,449,464	)

Cash flows from investing activities
Purchase of property and equipment		(139,293	)		(3,850	)
Net cash used in investing activities		(139,293	)		(3,850	)

Cash flows from financing activities
Proceeds from stock and warrants		1,250,000			1,685,000
Proceeds from options exercised		12,487			1,702
Proceeds from debt		-			312
Payment of debt		(82,676	)		(209,696	)

Net cash provided by financing activities		1,179,811			1,477,318

Net increase in cash and cash equivalents		61,095			24,004
Cash and cash equivalents, beginning of year		79,136			55,132
Cash and cash equivalents, end of year	$	140,231		$	79,136

Supplemental disclosure of cash flow information
Cash paid during the period for
Interest	$	176,734		$	183,462
Income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities
Issuance of common stock in connection with debt retirement	$	20,651		$	531,494
Issuance of common stock and warrants for professional services	$	184,771		$	183,239
Increase in deferred financing costs in connection with debt refinancing	$	-		$	35,183

See accompanying Notes to Consolidated Financial Statements.

F-5

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

The financial information presented represents The Guitammer Company (the “Company”) originally incorporated on March 6, 1990, under the laws of the State of Ohio, and then re-domiciled to Nevada on May 18, 2011.

In April 2011, the Board of Directors approved a resolution to create a holding company to own 100% of the Ohio Company (“Guitammer-Ohio”). The holding company is incorporated in the State of Nevada and has 150 million authorized common shares. Existing shareholders of Guitammer-Ohio received 31,206 shares in the holding company for each share they owned, resulting in a total of 50,001,374 shares of Common Stock, of Guitammer-Nevada evidencing the same proportional interest in Guitammer-Nevada as they held in Guitammer-Ohio. The per share numbers and the per share amounts in the financial statements and the notes to the financial statements reflect the retroactive application of our stock split.

The Company is involved in the design and distribution of a low frequency audio transducer branded as the original ButtKicker® products. The Company, headquartered in Ohio, sells products internationally.

Basis of Presentation

All significant inter-company transactions and accounts have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with an initial maturity of three months or less to be cash equivalents.

The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation, subject to certain limitations.

Accounts Receivable

Accounts receivable are carried at cost less an allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income and is maintained at a level believed adequate by management to absorb estimated bad debts based on current economic conditions.

Accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within 30 days from the invoice date. The Company recorded an allowance of approximately $4,600 at December 31, 2013 and December 31, 2012.

F-6

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventory

Inventory, consisting of finished goods, is stated at the lower of cost or market. Cost is determined using the weighted average method. Inventory that is determined to be obsolete or not sellable is expensed immediately. The Company recorded a reserve for obsolete items of $10,415 at December 31, 2013 and December 31, 2012.

Property and Equipment, net

Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs and maintenance are charged to expense as incurred. Leasehold improvements are amortized over the shorter of the assets’ economic lives or the lease term. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows:

Equipment and electronics	2 - 7 years
Vehicles	4 years
Furniture and fixtures	7 years
Leasehold improvements	Shorter of lease terms or 7 years

Deferred Financing costs, net

Deferred financing costs are recorded at cost less accumulated amortization. Amortization is provided using the straight-line method over the life of the loan for which the financing costs were incurred.

Impairment of Long-Lived Assets

Long-lived assets to be held and used are reviewed for impairment whenever events or circumstances indicate that the carrying value of such assets may not be recoverable. Determination of recoverability is generally based on an estimate of undiscounted cash flows resulting from the use of the asset and its eventual disposition. If the evaluation indicates that the carrying amount of an asset is not recoverable from our undiscounted cash flows, then an impairment loss is measured by comparing the carrying amount of the asset to its fair value.

Revenue Recognition

The Company recognizes revenue from the sale of its products when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed and determinable, and collectability is reasonably assured.

Deferred Revenue

The Company received prepayment for products from some of its customers as the Company requires prepayment before goods are shipped to all international customers. As of December 31, 2013 and December 31, 2012 the Company had deferred revenue of $68,823 and $129,385, respectively. The Company recognizes revenue and decreases deferred revenue in accordance with the revenue recognition policy.

F-7

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

Prior to the creation of the Nevada holding company formed on May 18, 2011, the Company had elected S Corporation status for Federal and Ohio state income tax purposes. Under these elections, the Company’s taxable income was included on the stockholders individual income tax returns, and the Company made no provision for Federal and State income tax. Effective with the Company redomiciling to Nevada on May 18, 2011, the Company elected C Corporation status for both Federal and State income tax purposes.

There were no uncertain tax positions at December 31, 2013 or December 31, 2012, as the Company’s tax positions for open years meet the recognition thresholds of more likely than not to be sustained upon examinations. When necessary, the Company would accrue penalties and interest related to unrecognized tax benefits as a component of income tax expense. Tax returns for the years 2010 through 2012 are currently open to examination. Tax returns prior to 2010 are no longer subject to examination by tax authorities.

Fair Value of Financial Instruments

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The levels are defined as follows:

Level 1 – quoted prices for identical instruments in active markets;

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amount reported in the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of the long term debt and revolving line of credit at December 31, 2013 and December 31, 2012 approximated the carrying amount based on interest rates that were close to market rates or being close to maturity and were determined on a Level 2 measurement.

The Black-Scholes valuation model is used to estimate the fair value of the warrants. The significant assumptions considered by the model were the remaining term of the warrants, the fair value per share stock price of $.17 and $.16, a risk free treasury rate for 1.5 years and 2.5 years of .260% and .305% at December 31, 2013 and December 31, 2012, respectively and an expected volatility of 60%. At December 31, 2013 and December 31, 2012, the fair value of warrants were determined on a Level 2 measurement.

F-8

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Advertising

Costs of advertising and marketing are expensed as incurred including the cost of making commercials. Advertising and marketing costs were $239,521 and $72,971 for the years ending December 31, 2013 and 2012, respectively.

Shipping and Handling

Shipping and handling costs of approximately $124,204 and $154,500 for the years ending December 31, 2013 and 2012, respectively, are included in general and administrative expenses in the statements of operations.

Research and development costs

The costs of research and development activities are expensed when incurred.

Earnings (Loss) Per Share of Common Stock

Earnings (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share when the Company reported a loss because to do so would be antidilutive for periods presented. Anti-dilutive securities not included in net loss per share calculations for the years presented include:

	December 31,		December 31,
	2013		2012

Potentially dilutive securities:
Outstanding time-based stock options		40,761,505		44,725,371
Outstanding time-based warrants		18,154,428		11,273,178

Stock Based Compensation

Share-based compensation is measured as the fair value of the award at its grant date based on the estimated number of awards that are expected to vest and is recorded over a defined service period. Compensation expense is recognized based on the estimated grant date fair value method using a Black-Scholes valuation model. It is the Company’s policy to recognize expense using the straight-line method over the vesting period.

Reclassifications

Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation.

Recently Issued Accounting Standards

In February 2012, the FASB issued ASU No. 2012-02, Intangibles--Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU states that an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with Codification Subtopic 350-30, Intangibles--Goodwill and Other, General Intangibles Other than Goodwill.

F-9

1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Under the guidance in this ASU, an entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or required disclosures.

2 - GOING CONCERN

The Company has incurred net losses, negative cash flows from operating activities, and has an accumulated deficit of approximately $9,200,000 at December 31, 2013. In addition, at December 31, 2013 the Company had a cash balance of approximately $140,000 and working capital deficiency of approximately $1,510,000. The Company has relied upon cash from its financing activities to fund its ongoing operations as it has not been able to generate sufficient cash from its operating activities in the past and there is no assurance it will be able to do so in the future. Unless the Company can obtain additional cash resources, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated 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 outcome of this uncertainty.

F-10

2 - GOING CONCERN (continued)

The Company needs additional capital to fund current working capital requirements, ongoing debt service and to repay its obligations that are maturing over the upcoming twelve month period. Management plans to increase revenues and to control operating expenses in order to reduce losses from operations. Additionally, the Company will continue to seek equity and/or debt financing in order to enable the Company to meet its financial obligations until it achieves profitability. The Company may not be able to obtain this additional financing on acceptable terms or at all.

3 - PROPERTY AND EQUIPMENT, NET

	December 31,			December 31,
	2013			2012
Equipment and electronics	$	179,659		$	108,755
Vehicles		35,043			-
Furniture and fixtures		20,257			20,257
Leasehold improvements		12,313			12,313
		247,272			141,325

Less accumulated depreciation		(120,086	)		(129,117	)
Property and equipment, net	$	127,186		$	12,208

Depreciation expense for the years ended December 31, 2013 and 2012 was $24,315 and $5,657, respectively.

4 - DEFERRED FINANCING COSTS, NET

	December 31,			December 31,
	2013			2012
Deferred financing costs	$	139,990		$	139,990
Less Accumulated Amortization		(101,655	)		(81,654	)
Deferred financing costs, net	$	38,335		$	58,336

Amortization expense for deferred financing costs was $20,001 and $21,372 for the years ended December 31, 2013 and 2012 respectively. In December 2012, the Ohio Innovation Loan was modified and the Company incurred approximately $35,000 in financing costs which will be amortized over the remaining life of the loan.

F-11

5 - LINE OF CREDIT

The Company has entered into an unsecured line of credit arrangement with Key Bank, which carries a maximum possible loan balance of $40,000 at an annual interest rate of 6.25% and is due on demand. As of December 31, 2013 and December 31, 2012, the Company had borrowed $39,523.

6 - ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31, 2013 and December 31, 2012:

	December 31,		December 31,
	2013		2012
Accrued payroll	$	9,471	$	36,118
Accrued interest		160,398		184,008
Warrant liability		159,330		179,771
Miscellaneous accrued expenses		46,989		59,271
	$	376,188	$	459,168

As more fully described in footnote 8, the Company has recorded a warrant liability of $159,330 and $179,771 as of December 31, 2013 and December 31, 2012, respectively, which is based on the Black-Scholes valuation model to estimate the fair value of the warrants. The significant assumptions considered by the model were the remaining term of the warrants, the fair value per share stock price of $.17 and $.16, a risk free treasury rate for 1.5 years and 2.5 years of .260% and .305% at December 31, 2013 and December 31, 2012, respectively and an expected volatility of 60%.

F-12

7 - DEBT

Debt payable to related parties is as follows:

	December 31,		December 31,
	2013		2012

Note payable to Forest Capital, an affiliate of the Walter J. Doyle Trust, a stockholder, in the original amount of $250,000 at an annual interest rate of 10%. Effective December 13, 2009, the annual interest rate increased to 20%. On December 21, 2011, $100,000 of the note was converted to shares of stock at a price of $.25 per share and the note was amended decreasing the annual interest rate to 8% with interest payable annually on January 3rd and with the principal balance due on January 3, 2014. The note was extended on January 27, 2014 to January 3, 2016 and the interest due at January 3, 2014 was included in the new note balance of $162,107. In connection with the note extension, 324,000 warrants to purchase stock at $0.24 per share were issued in return for the agreement to extend the note to January 3, 2016.	$	150,000	$	150,000

Note payable to Julie E. Jacobs Trust in the original amount of $100,000 at an annual interest rate of 20%. Effective September 26, 2010, the annual interest rate increased to 30% with the note payable on demand. On December 21, 2011, note was amended decreasing the annual interest rate to 8% with interest payable annually on January 3rd and with the principal balance due on January 3, 2014. The note was extended on January 27, 2014 to January 3, 2016 and the interest due at January 3, 2014 was included in the new note balance of $108,071. In connection with the note extension 216,000 warrants to purchase stock at $0.24 per share were issued in return for the agreement to extend the note to January 3, 2016.		100,000		100,000

Note payable to Thelma Gault, a stockholder, in the original amount of $800,000 at an interest rate of 10%. The loan is collateralized by all assets of the Company, and on April 25, 2008 signed an agreement in which her collateralization is shared with the State of Ohio. On November 18, 2010, Thelma Gault signed an agreement subordinating up to $700,000 of debt to the Walter Doyle Trust and the Julie Jacobs Trust and to Standard Energy through the Julie Jacobs Trust. Note is due on June 1, 2014.		584,352		584,352

Total debt payable to related parties	$	834,352	$	834,352
Less current portion of debt payable to related parties		584,352		517,004
Long term debt payable to related parties	$	250,000	$	317,348

F-13

7 - DEBT (Continued)

	December 31,		December 31,
	2013		2012
Other debt is as follows:
Note payable to Ohio Innovation Loan Fund at an interest rate of 8%. Monthly payments of principal, interest, escrow, and service fees are based on the loan agreement. The loan is collateralized by all assets of the Company, and this collateralization is shared with the Thelma Gault per agreement signed on April 25, 2008. On November 29, 2010, The Director of Development for the State of Ohio signed an agreement subordinating up to $700,000 of debt to the Walter Doyle Trust and the Julie Jacobs Trust and to Standard Energy through the Julie Jacobs Trust. On December 1, 2012, Note was modified extending the due date to November 2015.	$	391,018	$	472,771

Notes payable to Merrill Lynch in the original amount of $400,000, with interest payable at Libor plus .56%. In addition, this debt is guaranteed 50% each by the Walter J. Doyle Trust and the Julie E. Jacobs Trust. As compensation for their guarantees, the trusts receive 4% per annum and share a first position lien on all assets. The note is due on demand.		396,448		397,371

Notes payable to four different investors in the original amount of $250,000 at an interest rate of 12%. On January 31, 2012, all of these notes except for a $75,000 note were converted to shares of stock at a price of $.25 per share. The $75,000 note was due June 30, 2012 and is now considered due on demand.		75,000		75,000

Other debt	$	862,466	$	945,142
Less current portion of debt payable to non-related parties		559,987		554,124
Long term debt payable to non-related parties	$	302,479	$	391,018

The principal maturities of the notes payable for the next five years and in the aggregate are as follows:

	Year ending
	December 31,
2014	$	1,144,339
2015		302,479
2016		250,000
2017		-
2018		-
	$	1,696,818

The Company is not in compliance with certain debt covenants and has not received waivers from the lender. As a result, the note payable with an outstanding balance of $75,000 is due on demand and is classified as current in the accompanying balance sheets.

F-14

7 - DEBT (Continued)

Conversion of debt

During the year ended December 31, 2013 and the year ended December 31, 2012, certain debt instruments were converted to equity. Prior to conversion, some of these debt instruments were modified to include a debt conversion feature. Based on the terms of the transactions, these modifications and conversion were treated as equity transactions.

The following table lists debt that was converted during the year ended December 31, 2013:

Conversion of Debt Table
	Debt		Accrued Interest		Total		Stock issued
Note Converted	Extinguished		Extinguished		Extinguished		Shares
Forest Capital accrued interest on note due January 3, 2014	$	-	$	12,391	$	12,391		49,562

Julie E. Jacobs Trust accrued interest on note due January 3, 2014		-		8,260		8,260		33,042

	$	-	$	20,651	$	20,651		82,604

F-15

7 - DEBT (Continued)

The following table lists debt that was converted during the year ended December 31, 2012:

Conversion of Debt Table
	Debt		Accrued Interest		Total		Stock issued
Note Converted	Extinguished		Extinguished		Extinguished		Shares
Eric Roy Note due June 30, 2012	$	39,623	$	4,358	$	43,981		867,434

John Huston Note due June 30, 2012		39,622		2,774		42,396		169,583

Andrea Levenson Note due June 30, 2012		39,622		2,774		42,396		169,583

Gus Van Sant Note due June 30, 2012		39,622		2,774		42,396		169,583

Walter J. Doyle Note due June 30, 2012		39,622		2,774		42,396		169,583

Walter J. Doyle Note due June 30, 2012		118,867		8,321		127,188		508,751

Carl Generes Note due February 23, 2012		35,000		-		35,000		1,642,421

Standard Energy additional interest on note converted December 21, 2011		-		3,541		3,541		14,163

Walter Doyle Trust additional accured interest on note converted December 21, 2011		-		1,466		1,466		5,867

Forest Capital additional accrued interest on note converted December 21, 2011		-		23,234		23,234		92,938

Joseph Albert note due on demand converted June 8, 2012		85,000		-		85,000		340,000

John Robison note due on demand converted June 22, 2012		42,500		-		42,500		170,000
	$	479,478	$	52,016	$	531,494		4,319,906

F-16

8 - STOCKHOLDERS’ DEFICIENCY

Stock Sales

During the year ended December 31, 2013, the company sold 7,187,500 shares of stock and warrants (one share of stock and one warrant equals one unit) as part of a private placement memorandum; 1,000,000 of the units were sold for $.25 per unit with the stock warrants exercisable at $.36 per share, 250,000 of the units were sold for $.20 per unit with the stock warrants exercisable at $.24 per share and 5,937,500 of the units were sold to existing private placement investors for $.16 per unit with the stock warrants exercisable at $.24 per share. Additionally, stock options and warrants were exercised for the purchase of 906,162 shares at a purchase price ranging from $.0032 to $.021 per share. During the year ended December 31, 2012, the Company sold 6,740,000 shares of stock and warrants as part of a private placement memorandum for $.25 per share. Additionally, stock options were exercised for the purchase of 531,206 shares at $.0032 per share. The stock warrants were issued as a part of stock sales and are exercisable at $.36 per share. The total cash raised was $1,250,000 and $1,685,000 for the years ended December 31, 2013 and December 31, 2012, respectively.

Options

On February 1, 2012, the Board approved and granted 600,000 stock options to three of its employees, with an exercise price of $.25 per share with a vesting schedule of 60% on the first anniversary of the grant, 20% on the second anniversary of the grant and the final 20% on the third anniversary of the grant. On November 26, 2012, the Board approved and granted 3,000,000 stock options to the Company’s president and CEO, with an exercise price of $.25 per share with a vesting schedule of 33 and 1/3% on the first anniversary of the grant, 33 and 1/3% on the second anniversary of the grant and the final 33 and 1/3% on the third anniversary of the grant. The following table summarizes the activity for all stock options:

	Number of Options			Range of Exercise Price		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Weighted Average Grant Date Fair Value
Outstanding options as of January 1, 2012		42,068,497		$	.00320 -$.02131	$	.01664		6.34	$	.01301
Options granted		3,600,000		$	.25000	$	.25000		9.77	$	.22534
Options cancelled/expired		(411,920	)	$	.00320- .02131	$	.01006		1.88	$	.00584
Options exercised		(531,206	)	$	.00320	$	.00320		6.12	$	.01844
Outstanding options as of December 31, 2012		44,725,371		$	.00320 -$.25000	$	.01993		6.08	$	.03561
Options granted		-
Options cancelled/expired		(3,370,248	)	$	.02131	$	.02131		-	$	.01168
Options exercised		(593,618	)	$	.00320 - .02131	$	.01819		5.78	$	.02433
Outstanding options as of December 31, 2013		40,761,505		$	.00320 -$.25000	$	.03704		5.55	$	.03285

F-17

8 - STOCKHOLDERS’ DEFICIENCY (continued)

The following table provides information about options under the Plan that are outstanding and exercisable as of December 31, 2013:

		Options Outstanding
Exercise Price		As of December 31, 2013		Weighted Average Contractual Life Remaining	Options Exercisable As of December 31, 2013
$	.00320		10,056,677	5.76 years		10,056,677
$	.02131		27,104,828	5.05 years		27,104,828
$	.25000		3,600,000	8.77 years		1,360,000
			40,761,505			38,521,505

Included in the above table are 6,791,614 options to non-employees and 33,969,891 to officers, directors and employees of the Company.

Warrants

The Company has 18,154,428 and 11,273,178 warrants outstanding as of December 31, 2013 and December 31, 2012, respectively. For the year ended December 31, 2013; 7,187,500 warrants were issued in connection with the sale of common stock and the Company issued 717,500 warrants in exchange for services. For the year ended December 31, 2012; 6,740,000 warrants were issued in connection with the sale of common stock, 656,250 warrants were issued with an exercise price of $.005 relating to the terms of certain debt instruments and the Company also issued 680,000 warrants in exchange for services. The expiration date of 225,006 warrants was extended to July, 2014 and reduced by 6 to 225,000 warrants as a part of a debt to stock conversion agreement.

On October 18, 2013, the Company extended any unexpired Common Stock Purchase Warrants for one additional year for all unexpired warrants issued in connection with investments in the PPM and the follow-up PPM.

This table summarizes the activity for all warrants:

F-18

8 - STOCKHOLDERS’ DEFICIENCY (continued)

	Number of		Exercise
	Warrants		Price		Expiration Date
Outstanding Warrants from
January 1, 2011		1,291,928	$	.02131	July, 2015
Warrants Granted		400,000	$	.36000	October, 2014
		400,000	$	.36000	November, 2014
		200,000	$	.36000	December, 2014
		225,000	$	.25000	July, 2014
Outstanding Warrants from			$	.02131-	Expiration dates
December 31, 2011		2,516,928	$	.36000	As listed above
Warrants Granted		312,500	$	.00500	May, 2014
		80,000	$	.36000	January, 2014
		900,000	$	.36000	January, 2015
		80,000	$	.36000	February, 2014
		200,000	$	.36000	February, 2015
		80,000	$	.36000	March, 2014
		100,000	$	.36000	March, 2015
		80,000	$	.36000	April, 2014
		1,460,000	$	.36000	April, 2015
		80,000	$	.36000	May, 2014
		320,000	$	.36000	May, 2015
		80,000	$	.36000	June, 2014
		340,000	$	.36000	June, 2015
		80,000	$	.36000	July, 2014
		120,000	$	.36000	July, 2015
		80,000	$	.36000	August, 2014
		40,000	$	.36000	September, 2014
		2,500,000	$	.24000	May, 2016
		200,000	$	.24000	June, 2016
		500,000	$	.24000	September, 2015
		100,000	$	.24000	October, 2016
Outstanding Warrants from			$	.00500-	Expiration dates
December 31, 2012		10,249,428	$	.36000	As listed above
Warrants Granted		120,000	$	.36000	January, 2015
		40,000	$	.36000	February, 2015
		40,000	$	.36000	March, 2015
		1,000,000	$	.36000	March, 2016
		40,000	$	.36000	April, 2015
		40,000	$	.36000	May, 2015
		3,906,250	$	.24000	May, 2016
		62,500	$	.24000	June, 2015
		312,500	$	.24000	June, 2016
		62,500	$	.24000	July, 2015
		250,000	$	.24000	July, 2016
		62,500	$	.24000	August, 2015
		62,500	$	.24000	September, 2015
		781,250	$	.24000	September, 2016
		62,500	$	.24000	October, 2015
		156,250	$	.24000	October, 2016
		62,500	$	.24000	November, 2015
		781,250	$	.24000	November, 2016
		62,500	$	.24000	December, 2015
Outstanding Warrants as of			$	.00500-	Expiration dates
December 31, 2013		18,154,428	$	.36000	As listed above

F-19

8 - STOCKHOLDERS’ DEFICIENCY (continued)

The warrants for 1,219,928 shares issued prior to January 1, 2011, include certain provisions that protect the holders from a decline in the stock price of the Company. As a result of those provisions, the Company recognizes the warrants as liabilities at their fair values on each reporting date.

As shown in footnote 6, the Company has recorded a warrant liability of $159,330 and $179,771 as of December 31, 2013 and December 31, 2012, respectively, which is based on the Black-Scholes valuation model to estimate the fair value of the warrants.

The significant assumptions considered by the model were the remaining term of the warrants, the fair value per share stock price of $.17 and $.16, a risk free treasury rate for 1.5 years and 2.5 years of .260% and .305% at December 31, 2013 and December 31, 2012, respectively and an expected volatility of 60%.

9 - COMMITMENTS

On September 1, 2009, the Company entered into a four year lease for the rental of the office and warehouse space expiring on August 31, 2013. In July of 2013, the Company entered into a four year extension of the lease for the rental of the office and warehouse space expiring on August 31, 2017. Under the terms of the current lease and the four year extension, the Company’s future minimum rental payments are: $85,256 for 2014, $86,600 for 2015, $89,000 for 2016, and $60,400 for 2017. Total rent expense under operating leases for the years ending December 31, 2013 and 2012 amounted to approximately $84,664 and $77,716, respectively.

On July 12, 2013, the company entered into an agreement with the NHRA for: “ButtKicker Enabling ESPN Telecasts” existing and post-produced NHRA Media, advertising on ESPN2 during NHRA broadcasted events, a display at NHRA events and the sales of Company branded products at NHRA events. This major milestone contract has enabled NHRA broadcasts on ESPN2 to contain the actual shake felt inside race cars at NHRA events, as captured by the Company and then broadcast to any home which has ESPN2 as a part of their television package. The agreement required the payment of $110,000 for the 2013 season and payments on January 1, 2014 and July 1, 2014 of $100,000 each for the 2014 NHRA season.

Stock and warrants issued for services

During 2013, the Company issued 949,500 shares of common stock and 717,500 warrants for services valued at $184,771.

During 2012, the Company issued 760,331 shares of common stock and 680,000 warrants for consulting services valued at $183,239.

F-20

9 - COMMITMENTS (continued)

On December 5, 2011, the Company entered into a 90 day agreement with Jeff Paltrow d/b/a Lighthouse Capital for assistance and advisory services for investor and public relations. Under the terms of the agreement, Lighthouse Capital received $5,000 re-numeration of a commencement bonus, 300,000 shares of common stock valued at $42,000 during 2011, and received $5,000 on January 15, 2012 and $5,000 on February 15, 2012.

On December 5, 2011, the Company entered into a 91 day agreement with The Cervelle Group for assistance and advisory services for investor and public relations. Under the terms of the agreement, The Cervelle Group received re-numeration of 66,000 shares of common stock valued at $10,000 on December 19, 2011. Additionally, The Cervelle Group received $3,000 and 7,000 shares of stock on January 19, 2012 and $3,000 and 7,000 shares of stock on February 19, 2012.

On January 26, 2012, the criteria was met from inventory financing agreements the Company made in October and November 2010, which required the Company to issue warrants to purchase 656,250 shares of common stock exercisable at $.005 per share. The financing agreements required the warrants to be issued if the Company’s stock become publicly traded and received at least $500,000 of investment from a Private Placement Memorandum. In November 2011, the Company’s stock began trading publicly and on January 26, 2012, investments received from the Private Placement Memorandum reached and exceeded $500,000. The Black-Scholes valuation model was used to estimate the fair value of the warrants and to record $134,711 of expense and additional paid in capital for these warrants.

On February 10, 2012, the Company entered into a 3 month agreement with John Ertman for advisory services. Under the terms of the agreement, Mr. Ertman will be compensated at a rate of 40,000 shares of common stock and 40,000 warrants per month. The agreement was extended through November 30, 2013, with the compensation arrangement of 40,000 shares of common stock and 40,000 warrants per month for April and May of 2013, and 62,500 shares of common stock and 62,500 warrants per month for the months June through November 2013.

On May 20, 2013, the Company entered into a 3 month agreement with JFenway LLC for investor relations services. Under the terms of the agreement JFenway LLC was compensated at a rate of 100,000 shares of common stock for the 3 months of services.

F-21

10 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. Receivables are stated at the amounts management expects to collect from outstanding balances. Generally, the Company does not require collateral or other security to support contract receivables.

The Company had no major customers in 2013 and one major customer in 2012. A major customer is defined as one that purchases ten-percent or more in a reporting period. Net sales for the years ending December 31, 2013 and 2012 include sales to the following major customer:

Customer		2013				2012
AV Industry Le Havre			6.7	%			10.9	%

We had no accounts receivable balance from AV Industry Le Havre at December 31, 2013 and December 31, 2012.

The Company had major suppliers in each of the reporting periods presented. A major supplier is defined as one that provides ten-percent or more of total cost-of-sales in a particular reporting period or has an outstanding account payable balance of ten-percent or more as of the reporting period.

	December 31,
	2013						2012
	Purchases During Period			Account Payable Percentage at end of Period			Purchases During Period			Account Payable Percentage at end of period
Eminence Speaker LLC		52	%		46	%		38	%		45	%
Sonavox Canada, Inc.		32	%		16	%		19	%		19	%
Actiway Industrial Co.		9	%		25	%		41	%		19	%

11 - RELATED PARTY TRANSACTIONS

One of the Company’s shareholders is also a note holder and a minority shareholder of a major supplier to the Company. This shareholder is a note holder who also owns 2,590,098 shares of the Company’s common stock and is a minority shareholder in Eminence Speaker, LLC, a major supplier to the Company.

F-22

12 - OTHER ASSETS

Other assets consist of patents and trademarks related to the ButtKicker products. The assets are being amortized over 10 years based on the estimated useful lives of the patents and trademarks. Amortization of the intangible assets, which is included in general and administrative expenses, was $7,308 for the years ended December 31, 2013 and 2012. The estimated future amortization expense for intangible assets is approximately $7,000 per year for 2014, $6,000 in 2015 and 2016, and $2,200 thereafter.

13 - INCOME TAXES

The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the carrying amounts and the tax basis of the assets and liabilities. No provision has been recorded for a deferred tax asset due to net operating losses and full valuation allowances against deferred income taxes.

A reconciliation of the federal statutory rate to the Company’s effective tax rate for the years ended December 31, 2013 and 2012 is as follows:

	December 31,
	2013			2012
Tax benefit at statutory rate		34.0	%		34.0	%
Valuation allowance		(30.4	%)		(30.1	%)
Other, net		(3.6	%)		(3.9	%)
Effective tax rate		-			-

The tax effects of temporary differences that give rise to significant portions of the net deferred tax asset balance at December 31, 2013 and 2012 are as follows:

	December 31,
	2013			2012
Accounts receivable allowances		1,563			1,563
Fixed Assets		55,237			151,180
Net Operating loss carry forward		1,078,452			614,917
		1,135,252			767,660
Valuation allowance		(1,135,252	)		(767,660	)
Net Deferred tax asset		-			-

F-23

14 - SUBSEQUENT EVENTS

On January 27, 2014, the Guitammer Company (the Company) entered into a Note Restatement Agreement with Forest Capital LLC with a revised principal balance of $162,106.52, which is the sum of (a) $150,000, the original unpaid principal amount of the 2011 Note, plus (b) $12,106.52, which is the unpaid accrued interest on that original unpaid principal balance computed from January 1, 2013 through January 3, 2014, and which is being converted into unpaid principal as of January 3, 2014 (the “Forest Revised Note”). All accrued and unpaid interest on the Forest Revised Note is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Forest Revised Note is payable in full on January 3, 2016.

The Forest Revised Note may be prepaid in full or in part at any time, without penalty. The Company shall make a mandatory principal prepayment of $12,106.52 within two business days of the receipt after January 27, 2014 by the Company of additional new equity financing that aggregates to at least $100,000 to the Company.

Also on January 27, 2014, the Company entered into a Loan Agreement with The Walter Doyle Trust for the sum of $50,000, with interest on the unpaid principal balance computed from the date of this loan until paid in full at the rate equal to the Wall Street Journal Prime Rate plus 4.75% (which is a rate of 8.00% as of the date of this loan), compounded annually (the “Doyle Trust Loan”). All accrued and unpaid interest on the Doyle Trust Loan is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Doyle Trust Loan is payable in full on January 3, 2016.

As an additional inducement to make the Doyle Trust Loan and accept the Forest Revised Note, the Company issued to Forest Capital an aggregate of 724,000 new warrants at an exercise price of $0.24 per share, of which 400,000 new warrants are in consideration of the Doyle Trust Loan and 324,000 new warrants the Forest Revised Note. The new warrants will expire on January 27, 2017, but shall have their expiration date extended to January 27, 2019 if either or both of the Forest Revised Note and/or the Doyle Trust Loan are not paid in full by January 3, 2016.

Also on January 27, 2014, the Company entered into a Note Restatement Agreement with the Julie Jacobs Trust with a revised principal balance of $108,071.01, which is the sum of (a) $100,000, the original unpaid principal amount of the 2011 Note, plus (b) $8,071.01, which is the unpaid accrued interest on that original unpaid principal balance computed from January 1, 2013 through January 3, 2014, and which is being converted into unpaid principal as of January 3, 2014. (the “Jacobs Revised Note”). All accrued and unpaid interest on the Jacobs Revised Note is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Jacobs Revised Note is payable in full on January 3, 2016.

The Jacobs Revised Note may be prepaid in full or in part at any time, without penalty. The Company shall make a mandatory principal prepayment of $8,071.01 within two business days of the receipt after January 27, 2014 by the Company of additional new equity financing that aggregates to at least $100,000 to the Company.

F-24

14 - SUBSEQUENT EVENTS (continued)

Also on January 27, 2014, the Company entered into a Loan Agreement with the Julie Jacobs Trust for the sum of $50,000, with interest on the unpaid principal balance computed from the date of this loan until paid in full at the rate equal to the Wall Street Journal Prime Rate plus 4.75% (which is a rate of 8.00% as of the date of this loan), compounded annually (the “Jacobs Trust Loan”). All accrued and unpaid interest on the Jacobs Trust Loan is payable on January 3, 2015, and all unpaid principal and all remaining accrued and unpaid interest on the Jacobs Trust Loan is payable in full on January 3, 2016.

As an additional inducement to make the Jacobs Trust Loan and accept the Jacobs Revised Note, the Company issued to the Julie Jacobs Trust an aggregate of 616,000 new warrants at an exercise price of $0.24 per share, of which 400,000 new warrants are in consideration of the Jacob Trust Loan and 216,000 new warrants for the Jacobs Revised Note. The new warrants will expire on January 27, 2017, but shall have their expiration date extended to January 27, 2019 if either or both of the Jacob Revised Note and/or the Jacobs Trust Loan are not paid in full by January 3, 2016.

F-25

Nevada		61-1650777
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	¨	Smaller reporting company	x

		Page
PART I

Item 1.	Business		3
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		10
Item 2.	Properties		10
Item 3.	Legal Proceedings		10
Item 4.	Mine safety disclosures		10

PART II

Item 5.	Market for our Common Equity and Related Stockholder Matters		11
Item 6.	Selected Financial Data		12
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		17
Item 8.	Financial Statements and Supplementary Data		17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures		17
Item 9A.	Controls and Procedures		17
Item 9B.	Other Information		19

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		20
Item 11.	Executive Compensation		21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		29
Item 13.	Certain Relationship and Related Transactions, and Director Independence		30
Item 14.	Principal Accountant Fees and Services		32

PART IV

Item 15.	Exhibits and Financial Statement Schedules		33

Signatures			40

	Lower Range:	ButtKicker transducers have a greater low frequency range than most other device (5 – 200 Hertz (“Hz”)) and have a resonant frequency of 9Hz, well below the range of most of the competition.

	Musical Accuracy:	ButtKicker transducers provide a more realistic listening experience possible. ButtKicker transducers have a smooth, musical response without resonant frequency peaks or hot spots.

	Power:	ButtKicker transducers have the power to produce more aggressive sound reproduction, at a lower total cost and with more amazement which consumers are demanding.

	Affordability:	One ButtKicker transducer can shake a heavy three-person couch and can replace several of the competitors’ units and typically cost one-half to one-fourth of the competitors’ prices.

	Consumer Packaging:	ButtKicker brand products are designed for mass market consumer electronics distribution with the appropriate packaging, pricing and all-in-one kit ease of use that the average consumer requires in order to purchase and install.

Calendar period	High		Low
2012 First Quarter	$	0.27	$	0.12
2012 Second Quarter	$	0.21	$	0.15
2012 Third Quarter	$	0.20	$	0.14
2012 Fourth Quarter	$	0.35	$	0.08
2013 First Quarter	$	0.20	$	0.12
2013 Second Quarter	$	0.21	$	0.14
2013 Third Quarter	$	0.19	$	0.09
2013 Fourth Quarter	$	0.20	$	.015

	December 31, 2013			December 31, 2012		Increase (Decrease)
Advertising and marketing	$	239,521		$	72,971	$	166,550
Payroll		624,517			483,253		141,264
Stock warrant expense		(20,441	)		80,141		(100,582	)
Freight and related expenses		143,225			204,763		(61,538	)
Professional fees		375,914			420,384		(44,470	)
Depreciation and patent amortization		31,623			12,965		18,658
All other general & admin. expenses		332,821			293,590		39,231
	$	1,727,180		$	1,568,067	$	159,113

	December 31, 2013			December 31, 2012
Net Loss	$	(1,306,863	)	$	(1,071,968	)
Adjustments
Interest expense		193,776			278,928
Depreciation and patent amortization		31,623			12,965
Taxes		-			-
EBITDA		(1,081,464	)		(780,075	)
Less non-cash expenses from:
Stock warrant expense		(20,441	)		80,141
Payment of stock and warrants to consultants		184,771			183,239
Employee stock options expense		153,455			41,002
Adjusted EBITDA	$	(763,679	)	$	(475,693	)

Name	Age	Position
Mark A. Luden	54	President, CEO, Secretary and Director
Richard E. Conn	58	Chief Financial Officer and Treasurer
Marvin Clamme	60	Vice President of Engineering
Kenneth McCaw	62	Director
Walter J. Doyle	78	Director

Element	Characteristics	Purpose
Base salary	Fixed annual cash compensation;all executives are eligible for periodic increases in base salary based on performance and market pay levels.	Keep our annual compensation competitive with the market for skills and experience necessary to meet the requirements of the executive's role with us.
Long-term equity incentive plan awards (stock options)	Performance-based equity award which has value to the extent our common stock price increases over time; targeted at the market pay level and/or competitive practices at similar companies.	Align interest of management with shareholders; motivate and reward management to increase the shareholder value of the company over the long term.
Health & welfare benefits	Fixed component. The same/compar- able health & welfare benefits (medical and disability insurance) are available for all full-time employees.	Provides benefits to meet the health and & welfare needs of employees and their families.

Name and Principal Position	Year	Salary			Option Awards($)(1)		All Other Compensation ($)(2)		Total ($)
Mark A. Luden	2013	$	100,000		$	-	$	1,394	$	101,394
President, CEO, Secretary	2012	$	117,692	(3)	$	472,602	$	1,499	$	581,793
	2011	$	100,000		$	-	$	1,226	$	101,226
	2010	$	96,154		$	-	$	1,002	$	97,156

Richard E. Conn	2013	$	75,000		$	-	$	2,119	$	77,119
CFO	2012	$	71,250		$	76,017	$	1,999	$	149,266
	2011	$	52,500		$	-	$	1,640	$	54,140
	2010	$	50,481		$	-	$	1,337	$	51,818

	Option Awards											Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
		(1)
Mark A. Luden, CEO		3,922,023		0		0	$	0.0032		(2	)		0	$	0		0	$	0
		6,241,200		0		0	$	0.02		(3	)		0	$	0		0	$	0
		3,000,000		0		3,0000,000		.25		(4	)		3,000,000	$	0		3,000,000	$	0
Richard E. Conn, CFO		355,629		0		0	$	.0032		(5	)		0	$	0		0	$	0
		500,000		0		500,000		.25		(6	)		200,000	$	0		200,000	$	0
		200,000		0		0	$	.0032		(7	)		0	$	0		0	$	0

Name and Address(1) of Beneficial Owner	Shares Beneficially Owned			Options and Warrants Beneficially Owned			Total Shares and Options Beneficially Owned		Percentages(2)

Mark Luden President, CEO and Director		5,943,110			13,213,223	(6)		19,156,333		21.02	%

Richard E. Conn, CFO and Treasurer		35,206			855,629			1,090,835		1.38	%

Marvin Clamme Vice President		6,397,230			5,297,166			11,694,396		14.06	%

Kenneth McCaw Director		2,340,450			8,153,946			10,494,396		12.29	%

Walter J. Doyle(3) Director		1,907,614			200,000			2,107,614		2.70	%

Christopher Doyle(4) 8234 Glencullen Ct. Dublin, OH 43017		12,741,746	(4)		6,887,428			19,629,174		23.15	%

Thelma G. Gault 91 Shelby Street Eminence, KY 40019		2,590,098			-			2,590,098		3.32	%

Julie E. Jacobs Trust c/o Francine I. Jacobs, Trustee 1105 Schrock Road Suite 602 Columbus, OH 43229		9,413,451			2,083,857			11,497,308		14.37	%

Gerald Jacobs(5) 1105 Schrock Road Suite 602 Columbus, OH 43229		4,046,787			400,000			4,446,787		5.68	%

All Officers and Directors as a Group (5 Persons)		16,623,610			27,919,964			44,543,374		42.09	%

Exhibit No.	Date of Document	Name of Document

2.0*	May 17, 2011	Agreement and Plan of Reorganization
3.0*	March 3, 1990	Articles of Incorporation of Guitammer-Ohio
3.1*	June 6, 2005	Certificate of Amendment of Guitammer- Ohio
3.2*	June 17, 2005	Certificate of Amendment of Guitammer- Ohio
3.3*		Code of Regulations of Guitammer - Ohio
3.4*	May 17, 2011	Articles of Incorporation of Guitammer- Nevada
3.5*		Bylaws of Guitammer - Nevada
4.0*	Sept. 30, 1999	1999 Non-Qualified Stock Option Plan, as amended
4.1*		Form of Option Agreement
4.2*	June 17, 2005	2005 Amendment to1999 Non-Qualified Stock Option Plan
4.3**	July 14, 2011	Form of Warrant issued to The Walter J. Doyle Trust
4.4**	July 14, 2011	Form of Warrant issued to Standard Energy Company
10. 1*	Nov. 1, 2002	Richard B. Luden $82,000 Note
10.1A#	Dec 21, 2011	Richard Luden Conversion Agreement 82K
10. 2*	May 13, 2005	Note Purchase Agreement—Walter Doyle, John O. Huston and Eric Roy
10. 3*	Sept. 1, 2007	First Amendment To Note Purchase Agreement—Walter Doyle, John O. Huston and Eric Roy
10. 4*	May 13, 2005	Walter J. Doyle $150,000 Note
10.4A*	September 1, 2007	Amended and Restated Walter Doyle Note
10.4B###	January 31, 2012	Walter Doyle 150k Jan 31 2012 Note Conversion Agreement
10. 5*	May 13, 2005	Eric Roy $100,000 Note
10.5A*	March 28, 2011	Agreement to Convert An Existing Note—Eric P. Roy
10.5B*	September 1, 2007	Eric Roy 9.4 Stock Options on 100K 0901207 note

10.5C*	May 13, 2005	Eric Roy 16 stock options 05132005
10.5D*	May 13, 2006	Eric Roy 16 Stock options 05132006
10.5E*	September 1, 2007	Amended and Restated Eric Roy Note
10.5F###	January 31, 2012	Eric Roy Jan 31 2012 Note Conversion Agreement
10. 6*	May 13, 2005	John O. Huston $50,000 Promissory Note
10.6A*	September 1, 2007	John O. Huston 4.7 Stock options 09012007
10.6B*	May 13, 2005	John O. Huston 8 Stock Options 05132005
10.6C*	May 13, 2006	John O. Huston 8 Stock Options 05132006
10.6D*	September 1, 2007	Amended and Restated John O. Huston Promissory Note
10.6E###	January 31, 2012	John Huston Jan 31 2012 Note Conversion Agreement
10.7*	June 29, 2005	Note Purchase Agreement—Walter Doyle, Andrea L. Levenson and Gust Van Sant
10.8*	September 1, 2007	First Amendment To Note Purchase Agreement—Walter Doyle, Andrea L. Levenson and Gust Van Sant
10.9*	June 29, 2005	Walter J. Doyle $50,000 Promissory Note
10.9A*	September 1, 2007	Amended and Restated Walter Doyle Note
10.9B###	January 31, 2012	Walter Doyle 50K Jan 31 2012 Note Conversion Agreement
10.10*	June 29, 2005	Andrea Lerner Levenson $50,000 Promissory Note
10.10A*	September 1, 2007	Andrea Lerner Levenson 4.7 Stock Options on 50K 09012007 note
10.10B*	June 29, 2006	Andrea Lerner Levenson 8 stock options 62920006
10.10C*	June 29, 2005	Andrea Lerner Levenson 8 stock options 06292005
10.10D*	September 1, 2007	Amended and Restated Andrea L. Levenson Promissory Note
10.10E###	January 31, 2012	Andrea Levenson Jan 31 2012 Note Conversion Agreement
10.11*	June 29, 2005	Gust Van Sant $50,000 Promissory Note
10.11A*	September 1, 2007	Gust Van Sant 4.7 Stock Options on 50K 09012007 note
10.11B*	June 29, 2005	Gust Van Sant 8 Stock Options 06292005
10.11C*	June 29, 2006	Gust Van Sant 8 Stock Options 06292006
10.11D*	September 1, 2007	Amended and Restated Gust Van Sant Promissory Note
10.11E###	January 31, 2012	Gus Van Sant Jan 31 2012 Note Conversion Agreement
10.12*	July 19, 2005	Promissory Note --Opal Private Equity Fund, LP
10.12A*	September 1, 2007	Opal Private Equity Stock Warrants on 100K note

10.12B*	July 19, 2005	Opal 16 Stock Warrants 07192005
10.12C*	July 19, 2006	Opal 16 Stock Warrants 07192006
10.12D*	September 1, 2007	Amended and Restated Opal Promissory Note
10.13*	September 1, 2007	First Amendment To Note Purchase Agreement--Opal Private Equity Fund, LP
10.14*	July 19, 2005	Opal Private Equity Fund, LP $100,000 Note Purchase agreement
10.15*	July 3, 2005	Forest Capital $250,000 Working Capital Loan and Consulting Agreement
10.15A*	January 1, 2010	Forest Capital 214.7 options 01012010
10.15B#	December 21, 2011	Forest Capital Amended loan agreement 150k
10.15C##	February 1, 2012	Addendum to Conversion and Amended Loan Agreement with Forest Capital
10.15D&&	December 21, 2011	Forest Capital Conversion Agreement 250K
10.15E+&+	January 31, 2014	Forest Capital $150,000 Second Restated Promissory Note Rev 01272014
10.16*	May 5, 2003	Thelma Gault $800,000 Loan and Option Agreement
10.17*	January 31, 2008	First Amendment To Thelma Gault $800,000 Loan Agreement
10.18*	February 28, 2009	Second Amendment To Thelma Gault $800,000 Loan Agreement
10.19*	January 31, 2008	Thelma Gault $800,000 Amended and Restated Promissory Note
10.20*	November 18, 2010	Thelma Gault Subordination Agreement 1st Lien carve out
10.21*	March 9, 2009	Credit Facilitation Agreement—Walter J. Doyle Trust and Julie E. Jacobs Trust
10.21A*	February 26, 2009	Merrill Lynch Loan Application and acceptance
10.21B*	March 2009	Merrill Lynch Loan agreement
10.21C*	December 1, 2009	Revised Merrill Lynch Loan agreement
10.21D&&	December 21, 2011	Jacobs Trust Fee conversion agreement on 200k loan
10.21E&&	December 21, 2011	Doyle Trust Fee Conversion Agreement on 200k loan
10.22*	April 25, 2008	Ohio Innovation Loan Agreement
10.23*	April 25, 2008	Ohio Innovation Loan Security Agreement
10.24*	September 11, 2008	Ohio Innovation Loan Modification Agreement
10.24A*	September 17, 2009	Ohio Innovation Loan Modification Agreement 2nd Mod
10.24B*	November 24, 2010	Ohio Innovation Loan Modification Agreement 3rd Mod
10.24C%%	December 1, 2012	Ohio Innovation Loan Modification Agreement 4th Mod
10.24D%%	December 1, 2012	Ohio Innovation Loan Modification Agreement 5th Mod

10.25*	November 29, 2010	Ohio Innovation Loan Subordination Agreement
10.25A*	April 25, 2008	Ohio Innovation Loan Intercreditor agreement
10.25B*	April 25, 2008	Ohio Innovation Loan Cognovit promissory note
10.26*	April 7, 2010	Julie E. Jacobs Trust $100,000 Loan Agreement
10.26A#	December 21, 2011	Jacobs Trust Interest Conversion Agreement on 100K loan
10.26B#	December 21, 2011	Jacobs Trust Amended loan agreement 100K loan
10.26C+&+	January 31, 2014	Jacobs Trust $100,000 Second Restated Promissory Note Rev 01272014
10.27*	October 4, 2010	Amendment To Julie E. Jacobs Trust $100,000 Loan Agreement
10.28*	January 11, 2011	Joseph Albert $100,000 Convertible Promissory Note
10.29*	January 11, 2011	Joseph Albert $100,000 Convertible Promissory Note Extension Agreement
10.29B&&&	June 8, 2012	Joseph Albert Note Conversion Agreement
10.30*		Joseph Albert 50,000 Common Stock Purchase Warrants
10.30A*		Joseph Albert 100,000 Common Stock Purchase Warrants
10.30B&&&	June 8, 2012	Joseph Albert 150,000 Common Stock purchase Warrants
10.31*	October 5, 2010	Standard Energy Company $100,000 Loan Agreement and Promissory Note
10.31A#	December 21, 2011	Standard Energy Note Conversion Agreement
10.31B##	February 1, 2012	Addendum to Note Conversion Agreements with Standard Energy Company
10.32*	October 11, 2010	Doyle Trust $25,000 Promissory Note
10.32A*	October 5, 2010	Doyle Trust $25,000 Loan Agreement
10.32B##	February 1, 2012	Addendum to Note Conversion Agreements with The Walter J. Doyle Trust
10.32C&&	December 21, 2011	Doyle Trust Note Conversion Agreement 25K
10.33*	November 12, 2010	Walter J. Doyle Trust and Julie E. Jacobs Trust Inventory Financing Agreement
10.33A*	November 12, 2010	Jacobs Trust Stock 82.8 Options
10.34*	November 12, 2010	Walter J. Doyle Trust $150,000 Promissory Note
10.34A#	December 21, 2011	Doyle Trust Conversion Agreement 150K
10.34B##	February 1, 2012	Addendum to Note Conversion Agreements with The Walter J. Doyle Trust

10.35*	November 12, 2010	Standard Energy Company $150,000 Promissory Note
10.35A#	December 21, 2011	Standard Energy Note Conversion Agreement 100k
10.35B##	February 1, 2012	Addendum to Note Conversion Agreements with Standard Energy Company
10.36*	February 2, 2011	Robison Note Extension Agreement
10.36A*	July 10, 2010	Robison original promissory note
10.37*	February 2, 2011	Robison $50,000 Convertible Promissory Note
10.37A&&&	June 22, 2012	Robison Note Conversion agreement
10.38*		Robison Common Stock Purchase Warrants for 50,000 shares and 25,000 shares
10.38A&&&	June 22, 2012	Robison Common Stock Purchase Warrants for 75,000 shares
10.39*	February 24, 2011	Carl A. Generes $35,000 Promissory Note
10.40*	July 13, 2009	Lease Modification Agreement
10.40A*	January 18, 2006	Lease Agreement – original
10.40B **	April 10, 2008	First Lease Agreement Amendment
10.40C***	August 11, 2011	(Second) Lease Modification Agreement
10.41&&	November 16, 2011	Watters Agreement November 2011
10.41A ****	February 9, 2012	Extension to Watters agreement January to March 2012
10.42&&	December 5, 2011	Jeff Paltrow dba Litehouse Capital Contractual Agreement December 2011
10.43&&	December 19, 2012	Cervelle Group marketing Agreement December 2011
10.44****	February 10, 2012	Ertman agreement January to March 2012
10.46+&+	January 31, 2014	Walter Doyle Trust $50,000 Promissory Note 01272014
10.47+&+	January 31, 2014	Julie Jacobs Tust $50,000 Promissory Note 01272014
21.1*		List of Subsidiaries of the Registrant

31.1%%		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2%%		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1%%		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2%%		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*		Filed with the SEC on July 8, 2011 as Exhibits to Amendment No. 1 to the Company’s Form 10 Registration Statement and are incorporated herein by reference.
**		Filed with the SEC on July 28, 2011 as Exhibits to Amendment No. 2 to the Company’s Form 10 Registration Statement and are incorporated herein by reference.
***		Filed with the SEC on August 12, 2011 as Exhibit to Amendment No. 3 to the Company’s Form 10 Registration Statement and is incorporated herein by reference.
#		Filed with the SEC on December 23, 2011 as Exhibits to Form 8-K.
##		Filed with the SEC on February 2, 2012 as Exhibits to Form 8-K.
###		Filed with the SEC on February 6, 2012 as Exhibits to Form 8-K.
&&		Filed with the SEC on April 6, 2012 as Exhibits to Form 10-K.
****		Filed with the SEC on May 15, 2012 as Exhibits to Form 10-Q.
&&&		Filed with the SEC on August 13, 2012.
+&+		Filed with the SEC on January 31, 2014 as Exhibits to Form 8-K.
%%		Filed with the SEC herewith.

	The Guitammer Company

Date: March 13, 2014	By:	/s/ Mark A. Luden
		Mark A. Luden
		President and CEO

Signature		Capacity

/s/ Mark A. Luden		Director, Chairman of the Board,
Mark A. Luden		President and Chief Executive
		Officer (principal executive officer)

/s/ Richard E. Conn		Chief Financial Officer
Richard E. Conn		(principal financial and principal Accounting officer)