(Mark One)
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|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
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For the transition period from to
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Nevada
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85-0368333
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State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization
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Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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||
Non-accelerated filer
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o
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Smaller reporting company
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x
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Page
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PART I
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FINANCIAL INFORMATION
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ITEM 1. Financial Statements.
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4
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ITEM 2. Management Discussion and Analysis of Financial Condition and Results of Operations.
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14
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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
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19
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ITEM 4. Controls and Procedures.
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19
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PART II
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20 |
OTHER INFORMATION
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20
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ITEM 1. Legal Proceedings.
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20
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ITEM 1A. Risk Factors.
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20
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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20
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ITEM 3. Defaults Upon Senior Securities.
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20
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ITEM 4. Reserved.
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20
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ITEM 5. Other Information.
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20
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ITEM 6. Exhibits.
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21
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Signatures
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22
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Unaudited
|
||||||||
June 30,
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December 31,
|
|||||||
Assets
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2011
|
2010
|
||||||
Current assets
|
||||||||
Cash
|
$ | 311,975 | $ | 499,652 | ||||
Inventory
|
27,904 | 22,184 | ||||||
Merchant services reserve
|
53,267 | 6,173 | ||||||
Accounts receivable, net
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2,810 | 2,468 | ||||||
Prepaid Insurance
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4,494 | - | ||||||
Total current assets
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400,450 | 530,477 | ||||||
Website development, net of accumulated amortization
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36,718 | 47,210 | ||||||
Furniture and equipment, net of accumulated depreciation
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15,251 | 20,364 | ||||||
Investment
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1,800 | - | ||||||
Intangibles
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1,339 | 1,339 | ||||||
Total assets
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$ | 455,558 | $ | 599,390 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Accounts payable and accrued liabilities
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$ | 244,379 | $ | 310,325 | ||||
Cash overdraft
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- | 6,928 | ||||||
Deferred revenues
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6,721 | 9,575 | ||||||
Total Current Liabilities
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251,100 | 326,828 | ||||||
Stockholders' Equity
|
||||||||
Preferred stock, $.0001 par value: 10,000 authorized,
|
||||||||
no shares issued and outstanding
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- | - | ||||||
Common stock, $.0001 par value: 5,000,000,000 authorized;
|
||||||||
3,678,049,471 and 3,450,021,410 shares issued and outstanding on
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||||||||
June 30, 2011 and December 31, 2010, respectively
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367,805 | 345,002 | ||||||
Common stock payable
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159,000 | - | ||||||
Additional paid in capital
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16,951,638 | 16,090,116 | ||||||
Accumulated deficit
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(17,273,985 | ) | (16,162,556 | ) | ||||
Total stockholders' equity
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204,458 | 272,562 | ||||||
Total liability and stockholders' equity
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$ | 455,558 | $ | 599,390 | ||||
For the Three
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For the Three
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For the Six
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For the Six
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|||||||||||||
Months
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Months
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Months
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Months
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|||||||||||||
Ended
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Ended
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Ended
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Ended
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|||||||||||||
June 30,
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June 30,
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June 30,
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June 30,
|
|||||||||||||
2011
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2010
|
2011
|
2010
|
|||||||||||||
Revenue
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$ | 187,740 | $ | 4,242 | $ | 319,842 | $ | 6,602 | ||||||||
Cost of goods sold
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90,267 | - | 153,741 | - | ||||||||||||
Gross profit
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97,473 | 4,242 | 166,101 | 6,602 | ||||||||||||
Operating expenses
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||||||||||||||||
Selling, general and administrative expenses
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442,085 | 101,135 | 821,205 | 180,309 | ||||||||||||
Maketing expense
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310,867 | - | 440,721 | - | ||||||||||||
Depreciation and amortization expense
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7,758 | 9,441 | 15,604 | 13,692 | ||||||||||||
Total operating expenses
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760,710 | 110,576 | 1,277,530 | 194,001 | ||||||||||||
Loss from operations
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(663,237 | ) | (106,334 | ) | (1,111,429 | ) | (187,399 | ) | ||||||||
Other expenses
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||||||||||||||||
Interest expense - note payable
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- | (3,879 | ) | - | (10,166 | ) | ||||||||||
Interest expense - related party note payable
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- | (1,216,445 | ) | - | (1,219,633 | ) | ||||||||||
Total other expenses
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- | (1,220,324 | ) | - | (1,229,799 | ) | ||||||||||
Loss before income tax
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(663,237 | ) | (1,326,658 | ) | (1,111,429 | ) | (1,417,198 | ) | ||||||||
Provision for income tax
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- | - | - | - | ||||||||||||
Net Loss
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$ | (663,237 | ) | $ | (1,326,658 | ) | $ | (1,111,429 | ) | $ | (1,417,198 | ) | ||||
Net loss per share: basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted average share outstanding
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3,584,124,074 | 1,463,021,410 | 3,517,124,825 | 1,463,021,410 | ||||||||||||
basic and diluted
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||||||||||||||||
For the
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For the
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|||||||
Six
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Six
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|||||||
Months
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Months
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|||||||
Ended
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Ended
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|||||||
June 30,
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June 30,
|
|||||||
2011
|
2010
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
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$ | (1,111,429 | ) | $ | (1,417,198 | ) | ||
Adjustments to reconcile net loss to net
|
||||||||
cash used in operating activities
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||||||||
Depreciation
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5,113 | 8,447 | ||||||
Amortization
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10,492 | 5,245 | ||||||
Stock based services
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139,643 | - | ||||||
Warrant expense
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25,682 | - | ||||||
Interest expense
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- | 10,166 | ||||||
Interest expense - related party
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- | 1,219,633 | ||||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
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(342 | ) | (2,976 | ) | ||||
Inventory
|
(5,720 | ) | (28,330 | ) | ||||
Prepaid Insurance
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(4,494 | ) | - | |||||
Deposits and other assets
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- | 14,465 | ||||||
Accounts payable and accrued liabilities
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50,054 | (79,261 | ) | |||||
Merchant services reserve
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(47,094 | ) | - | |||||
Cash overdraft
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(6,928 | ) | (862 | ) | ||||
Deferred revenue
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(2,854 | ) | 5,079 | |||||
Net Cash used in operating activities
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(947,877 | ) | (265,592 | ) | ||||
Cash flows from investing activities
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||||||||
Investment
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(1,800 | ) | - | |||||
Website development
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- | (21,800 | ) | |||||
Net cash used in investing activities
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(1,800 | ) | (21,800 | ) | ||||
Cash flow from financing activities
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||||||||
Proceeds from common stock subscription
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159,000 | 1,000,000 | ||||||
Proceeds from common stock sale
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603,000 | - | ||||||
Proceeds from note payable
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- | 340,842 | ||||||
Net cash provided by financing activities
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762,000 | 1,340,842 | ||||||
Net increase (decrease) in cash and cash equivalents
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(187,677 | ) | 1,053,450 | |||||
Cash and cash equivalents at beginning of period
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499,652 | 1,513 | ||||||
Cash and cash equvalents at end of period
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$ | 311,975 | $ | 1,054,963 | ||||
Supplemental disclosure of cash flow information
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||||||||
Cash paid during period for
|
||||||||
Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - | ||||
Cancellation of payroll liability to CEO
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$ | 116,000 | $ | - | ||||
Common stock issued for consulting services
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$ | 165,325 | $ | - | ||||
Conversion of note payable and accrued interest
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$ | - | $ | 900,000 | ||||
The accompanying notes are an integral part of these condensed financial statements
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||||||||
●
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MedeFile has developed products and services geared to the patient, while containing the depth and breadth of information required by treating physicians and medical personnel.
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●
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MedeFile does all the work of collecting and updating medical information on an ongoing basis; its dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions.
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●
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MedeFile provides a complete medical record. Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), and are by no means complete or necessarily accurate records.
|
●
|
MedeFile provides a coherent mix of services and products that are intended to affect the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers.
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June 30,
2011
|
December 31,
2010
|
|||||||
Website development
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$ | 62,945 | $ | 62,946 | ||||
Accumulated amortization
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(26,227 | ) | (15,736 | ) | ||||
Net website development
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$ | 36,718 | $ | 47,210 |
June 30,
2011
|
December 31,
2010
|
|||||||
Computers and equipment
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$ | 169,286 | $ | 169,286 | ||||
Furniture and fixtures
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38,618 | 38,618 | ||||||
Subtotal
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207,904 | 207,904 | ||||||
Less: accumulated depreciation
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(192,653 | ) | (187,540 | |||||
Net furniture and equipment
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$ | 15,251 | $ | 20,364 |
Options
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Weighted-Average Exercise Price
|
|||||||
Outstanding at December 31, 2009
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5,640,000 | $ | 0.80 | |||||
Issued
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- | - | ||||||
Exercised
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- | - | ||||||
Forfeited or expired
|
- | - | ||||||
Outstanding at December 31, 2010
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5,640,000 | $ | 0.80 | |||||
Issued
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- | - | ||||||
Expired
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- | - | ||||||
Forfeited
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- | - | ||||||
Outstanding at June 30, 2011
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5,640,000 | 0.80 | ||||||
Non-vested at June 30, 2011
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- | - | ||||||
Exercisable at June 30, 2011
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5,640,000 | $ | 0.80 |
Options Outstanding
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Options Exercisable
|
||||
Weighted
|
|||||
Weighted
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Average
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Weighted
|
|||
Range of
|
Average
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Remaining
|
Average
|
||
Exercise
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Number
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Exercise
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Contractual
|
Number
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Exercise
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Price
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Outstanding
|
Price
|
Life
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Exercisable
|
Price
|
$0.80
|
5,640,000
|
$ 0.80
|
.50
|
5,640,000
|
$ 0.80
|
Risk-free interest rate at grant date
|
4.75
|
%
|
||
Expected stock price volatility
|
155
|
%
|
||
Expected dividend payout
|
--
|
|||
Expected option in life-years
|
5
|
Risk-free interest rate at grant date
|
0.39
|
%
|
||
Expected stock price volatility
|
172.1
|
%
|
||
Expected dividend payout
|
--
|
|||
Expected option in life-years
|
2
|
Number of Warrants
|
Weighted-Average Price Per Share
|
|||||||
Outstanding at December 31, 2010
|
8,175,000 | $ | .73 | |||||
Granted
|
10,000,000 | .01 | ||||||
Exercised
|
- | - | ||||||
Canceled or expired
|
7,950,000 | - | ||||||
Outstanding at June 30, 2011
|
10,175,000 | $ | 0.019 |
Warrants Outstanding
|
Warrants Exercisable
|
||||||||||||||||||||||
Weighted
|
Weighted
|
||||||||||||||||||||||
Average
|
Weighted
|
Average
|
|||||||||||||||||||||
Remaining
|
Average
|
Remaining
|
|||||||||||||||||||||
Exercise
|
Number
|
Contractual
|
Exercise
|
Number
|
Contractual
|
||||||||||||||||||
Prices
|
Outstanding
|
Life (years)
|
Price
|
Exercisable
|
Life (years)
|
||||||||||||||||||
$
|
0.56
|
175,000
|
1.75
|
$
|
0.56
|
175,000
|
1.75
|
||||||||||||||||
0.01
|
10,000,000
|
4.0
|
0.01
|
10,000,000
|
4.0
|
||||||||||||||||||
10,175,000
|
3.96
|
$
|
0.56
|
10,175,000
|
3.96
|
●
|
We have developed products and services geared to the patient, while containing the depth and breadth of information required by treating physicians and medical personnel.
|
●
|
We do all the work of collecting and updating medical information on an ongoing basis; its dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions.
|
●
|
We provide a complete medical record. Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), and are by no means complete or accurate records.
|
●
|
We provide a coherent mix of services and products that are intended to affect the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers.
|
●
|
MedeFile Website - Through normal e-commerce mechanisms, patients may enroll in the service directly from the MedeFile website. Membership may be purchased on an annual basis and may be paid all at once, or over time at the patient's discretion.
|
●
|
Physician Referrals - Patients may enroll based on a doctor's referral. In the event that these physicians are also Medefile CIS customers, they may easily transfer their patients' information into the MedeFile system.
|
●
|
Large group offerings (e.g., AARP, trade unions) - Large, membership-driven organizations may offer the MedeFile system to their members at a discounted rate, which may be negotiated with us based on the size of the expected enrollment. An additional promotional advantage may be derived from the use of MedeFile through the website of the client organization, allowing members to access MedeFile using each organization's site.
|
●
|
Insurance companies - Similar to large group offerings identified above, insurance companies may offer the MedeFile service to their insured as a means to decrease the cost of medical care.
|
Exhibit No.
|
Description
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
101.INS
|
XBRL Instance Document**
|
|
101.SCH
|
XBRL Schema Document**
|
|
101.CAL
|
Calculation Linkbase Document**
|
|
101.LAB
|
XBRL Label Linkbase Document**
|
|
101.PRE
|
XBRL Presentation Linkbase Document**
|
|
101.DEF
|
XBRL Definition Linkbase Document**
|
MEDEFILE INTERNATIONAL, INC.
|
|||
August 15, 2011
|
By:
|
/s/ Kevin Hauser
|
|
Kevin Hauser
|
|||
President, Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer)
|
|||
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the 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 our 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 control over financial reporting that occurred during the registrant’s most recent 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
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting 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 control over financial reporting.
|
Date: August 15, 2011
|
By:
|
/s/ Kevin Hauser | |
Kevin Hauser
|
|||
Chief Executive Officer, Chief Financial Officer (Principal Executive Officer, Principal Financing Officer)
|
|||
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 15, 2011
|
By:
|
/s/ Kevin Hauser | |
Kevin Hauser
|
|||
Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
|
|||
Condensed Balance Sheets (Parenthetical) (USD $)
|
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Statement of Financial Position [Abstract] | Â | Â |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 3,678,049,471 | 3,678,049,471 |
Common stock, shares outstanding | 3,450,021,410 | 3,450,021,410 |
Condensed Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Income Statement [Abstract] | Â | Â | Â | Â |
Revenue | $ 187,740 | $ 4,242 | $ 319,842 | $ 6,602 |
Cost of goods sold | 90,267 | 153,741 | ||
Gross profit | 97,473 | 4,242 | 166,101 | 6,602 |
Operating expenses | Â | Â | Â | Â |
Selling, general and administrative expenses | 442,085 | 101,135 | 821,205 | 180,309 |
Maketing expense | 310,867 | 440,721 | ||
Depreciation and amortization expense | 7,758 | 9,441 | 15,604 | 13,692 |
Total operating expenses | 760,710 | 110,576 | 1,277,530 | 194,001 |
Loss from operations | (663,237) | (106,334) | (1,111,429) | (187,399) |
Interest expense - note payable | (3,879) | (10,166) | ||
Interest expense - related party note payable | (1,216,445) | (1,219,633) | ||
Total other expense | (1,220,324) | (1,229,799) | ||
Loss before income tax | (663,237) | (1,326,658) | (1,111,429) | (1,417,198) |
Provision for income tax | ||||
Net Loss | $ (663,237) | $ (1,326,658) | $ (1,111,429) | $ (1,417,198) |
Net loss per share: basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding: basic and diluted | 3,584,124,074 | 1,463,021,410 | 3,517,124,825 | 1,463,021,410 |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
|
Aug. 15, 2011
|
|
Document And Entity Information | Â | Â |
Entity Registrant Name | Medefile International, Inc. | Â |
Entity Central Index Key | 0000842013 | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Current Fiscal Year End Date | --12-31 | Â |
Is Entity a Well-known Seasoned Issuer? | No | Â |
Is Entity a Voluntary Filer? | No | Â |
Is Entity's Reporting Status Current? | Yes | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 3,900,354,431 |
Document Fiscal Period Focus | Q2 | Â |
Document Fiscal Year Focus | 2011 | Â |
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SUBSEQUENT EVENTS
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Notes to Financial Statements | Â |
SUBSEQUENT EVENTS | 7. SUBSEQUENT EVENTS
During the first quarter 2011, the Company entered into a securities purchase agreement for the sale of 45,000,000 shares of Common Stock at a purchase price of $0.003 per share. Total proceeds from the sale of the Common Stock totaled $135,000. The funds were received during the first quarter of 2011 and on July 8, 2011, 45,000,000 shares of Common Stock were issued.
In July 2011, the Company entered into a securities purchase agreement for the sale of 177,304,960 shares of Common Stock at a purchase price of $0.00282 per share. Total proceeds from the sale of the Common Stock totaled $500,000. On July 8, 2011, the 177,304,960 shares were issued. |
WEBSITE DEVELOPMENT
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
|||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | Â | ||||||||||||||||||||||||||||||||||||
WEBSITE DEVELOPMENT | 3. WEBSITE DEVELOPMENT
Website development consists of the following:
Amortization is calculated over a three-year period beginning in the second quarter of 2010. Amortization expense for the three- months ending June 30, 2011 and 2010 is $5,245 and $0, respectively. Amortization expense for the six- months ending June 30, 2011 and 2010 is $10,491 and $5,245 respectively.
|
BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS
|
6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
|
|||||||||
Notes to Financial Statements | Â | ||||||||
BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS | 1. BASIS OF PRESENTATION AND NATURE OF BUSINESS OPERATIONS
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Medefile International, Inc., a Nevada corporation (the "Company" or "Medefile"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2010. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of June 30, 2011, and the results of operations and cash flows for the three and six months ended June 30, 2011 and 2010. The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the entire fiscal year.
Nature of Business Operations
Medefile International, Inc., has developed and globally markets a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individuals medical records. Medefile's goal is to revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. Medefile intends to accomplish its objective by providing individuals with a simple and secure way to access their lifetime of actual medical records in an efficient and cost-effective manner. Medefile's products and services are designed to provide healthcare providers with the ability to reference their patient's actual past medical records, thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures.
Interoperable with most electronic medical record systems utilized by physician practices, clinics, hospitals and other care providers, the highly secure, feature-rich MedeFile iPHR solution has been designed to gather its members medical records on behalf of each member, and create a single, comprehensive Electronic Health Record (EHR). The member can access his/her records 24-hours a day, seven days a week or authorize a third party user on any web-enabled device (PC, cell phone, PDA, e-reader, et al), as well as the portable MedeFile flash drive/keychain or branded UBS-bracelet.
By subscribing to the MedeFile system, not only do members empower themselves to take control of their own health and well-being, they empower their healthcare providers to make sound and lifesaving decisions with the most accurate, up-to-date medical information available. In addition, with MedeFile, members enjoy the peace of mind that comes from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice.
MedeFile enjoys a number of competitive advantages over other firms within the medical records marketplace, including:
Going Concern
The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $1,111,429 for the six months ended June 30, 2011 and $2,492,310 for the year ended December 31, 2010 and had an accumulated deficit of $17,273,985 as of June 30, 2011. The Company has net working capital of $149,350 as of June 30, 2011.
Cash and Cash Equivalents
For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months.
Concentrations of Credit Risk
Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is above the FDIC limit.
Advertising
The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred advertising costs for the three months ended June 30, 2011 and 2010 of approximately $6,500 and $0, respectively. The Company incurred advertising costs for the six months ended June 30, 2011 and 2010 of approximately $6,500 and $2,568, respectively.
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 events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.
The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition
Property and Equipment
Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years.
Trademark Costs
Trademark costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. The Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable.
The Company expenses all software costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.
Website Development
The Company's policy is to capitalize website development costs at original cost and amortize the balance over the life of the product. The life of website is determined at completion of the project. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable.
The Company expenses all development costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.
Revenue Recognition
The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.
Deferred Revenue
The Company generally receives subscription fees for its services. From time to time, the Company will receive quarterly or annual subscriptions paid in advance and deferred revenue is recorded at that time. The deferred revenue is amortized into revenue on a pro- rata basis each month. Customers with quarterly or annual subscriptions may cancel their subscriptions and request a refund for future months' revenues at any time. Therefore, a liability is recorded to reflect the amounts that are potentially refundable. As of June 30, 2011 the Company had $6,721 in deferred revenue.
Reclassifications
Certain reclassifications have been made in prior periods financial statements to conform to classifications used in the current period.
Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06: Fair Value Measurements and Disclosures (topic 820) Improving Disclosures about Fair Value Measurements.. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU, however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.
In July 2010, the FASB issued ASU No. 2010-20:, Receivables (Topic 310) Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The ASU amends FASB Accounting Standards Codification Topic 310, Receivables, to improve the disclosures that an entity provides about the credit quality of its financing receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to disaggregate, by portfolio segment or class of financing receivables, certain existing disclosures and provide certain new disclosures about its financing receivables and related allowance for credit losses. This ASU is effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of this standard may require additional disclosures, but we do not expect the adoption to have a material effect on our consolidated financial statements.
On December 21, 2010, the FASB issued ASU 2010-29: Business Combinations (Topic 805) which impacts any public entity that enters into business combinations that are material on an individual or aggregate basis. The guidance specifies that if a public entity presents comparative financial statements, the entity should disclose revenues and earnings of the combined entity as though the business combination(s) that occurred during the year had occurred at the beginning of the prior annual period when preparing the pro forma financial information for both the current and prior reporting periods. The guidance also requires that pro forma disclosures be accompanied by a narrative description regarding the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in reported pro forma revenues and earnings. This guidance is effective for business combinations consummated in periods beginning after December 15, 2010. We do not believe the adoption of this guidance will have a material impact on our Consolidated Financial Statements
In April 2011, FASB issued ASU 2011-02, Receivables (Topic 310): A Creditors Determination of Whether a Restructuring is a Troubled Debt Restructuring. This amendment explains which modifications constitute troubled debt restructurings (TDR). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its consolidated financial statements.
In May 2011, FASB issued ASU 2011-04 Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this update result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. For many of the requirements, the Board does not intend for the amendments in this update to result in a change in the application of the requirements in Topic 820. Some of the amendments clarify the Boards intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. For public entities, the new guideline is effective for interim and annual periods beginning after December 15, 2011 and should be applied prospectively. The Company does not expect that the guidance effective in future periods will have a material impact on its consolidated financial statements.
Net Loss and Share
Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Outstanding options to purchase 5,640,000 common shares and warrants to purchase 10,175,000 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the six months ended June 30, 2011.
Management Estimates
The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
Stock Based Compensation
The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement. |
FURNITURE AND EQUIPMENT
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FURNITURE AND EQUIPMENT | 4. FURNITURE AND EQUIPMENT
Furniture and equipment consists of the following:
Depreciation is calculated by using the straight-line method over the estimated useful life. Depreciation expense totaled $2,513 and $4,196 for the three months ended June 30, 2011 and 2010, respectively. Depreciation expense totaled $5,113 and $8,446 for the six months ended June 30, 2011 and 2010, respectively.
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EQUITY
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EQUITY |
5. EQUITY
Common Stock
In June 2010, the Company accepted an agreement for an aggregate of 1,000,000,000 shares of its Common Stock for a per share purchase price of $0.001 per share (the June Private Placement). The Company received aggregate proceeds of $1,000,000 from its June Private Placement. The shares were unissued as of June 30, 2010 and are recorded through Common Stock Payable. The shares were issued July 20, 2010.
During the first quarter 2011, the Company entered into a securities purchase agreement for the sale of 201,000,000 shares of Common Stock at a purchase price of $0.003 per share. Total proceeds from the sale of the Common Stock totaled $603,000.
On March 31, 2011, the Company issued 9,375,000 shares of Common Stock for amounts due to consultant. The shares had a market value of $37,500.
On May 6, 2011, the Company issued 7,653,061 shares of Common Stock for amounts due to consultants. The shares had a market value of $32,143.
On May 13, 2011, the Company issued 10,000,000 shares of Common Stock for amounts due to consultants. The shares had a market value of $70,000.
On May 24, 2010, Lyle Hauser, the son of the Company's then Chief Executive Officer, agreed to convert notes in the aggregate principal amount of $900,000 into an aggregate of 450,000,000 shares of the Company's Common Stock. As of June 30, 2010, the conversion to common shares had not occurred. The amount to be converted is reported in Common Stock Payable on the balance sheet. The shares were issued on July 20, 2010.
During the first quarter 2011, the Company entered into a securities purchase agreement for the sale of 45,000,000 shares of Common Stock at a purchase price of $0.003 per share. The funds were received during the first quarter of 2011 and recorded as a stock payable in the amount of $135,000 as of June 30, 2011. On July 8, 2011, 45,000,000 shares of Common Stock were issued.
On June 3, 2011, the Company received $24,000 from proceeds from a securities purchase agreement for the purchase of 8,000,000 shares of Common Stock. The stock is currently unissued and $24,000 is recorded as a stock payable
Stock Options
2006 Incentive Stock Plan
In January 2006, the Board of Directors of the Company (the "Board") approved an Incentive Stock Plan, pursuant to which they have initially reserved 10,000,000 shares of common Stock for issuance. Under the 2006 Incentive Stock, the Board granted an aggregate of 5,640,000 options to employees pursuant to certain employment agreement that are more fully described below:
2008 Amended and Restated Incentive Stock Plan
In November 2008, the Board adopted the 2008 Equity Incentive Plan and subsequently amended it in January 2009, June 2009 and July 2009 (the 2008 Plan). The purpose of the 2008 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2008 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the United States Code (the "code"), non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2008 Plan will be administered by the Board until such time as such authority has been delegated to a committee of the Board.
2010 Incentive Stock Plan
In December 2009, the Board adopted the 2010 Equity Incentive Plan (the 2010 Plan). The purpose of the 2010 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2010 Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2010 Plan will be administered by the Board until such time as such authority has been delegated to a committee of the Board.
A summary of option activity under all Plans as of June 30, 2010, and changes during the period then ended are presented below:
The options outstanding as of June 30, 2011 have been segregated for additional disclosure as follows:
Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. For the three and six months ended June 30, 2011 and 2010, the Company recorded no compensation expense related to options.
Warrants
In October 2007, the Company awarded 175,000 Common Stock warrants, at an exercise price of $0.56 per share, to former Board members at the quoted stock price on the effective date of the awards. The warrants have an expiration date of five years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions:
On June 22, 2011, the Company awarded 10,000,000 Common Stock warrants, at an exercise price of $0.01 per share, to consultants for services at the quoted stock price on the effective date of the awards. The warrants have an expiration date of four years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions:
Warrant expense recognized for the six months ended June 30, 2011 was $25,682.
Transactions involving warrants are summarized as follows:
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RELATED PARTY TRANSACTIONS
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Jun. 30, 2011
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Notes to Financial Statements | Â |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS
On May 10, 2011, the Company and the Companys Chief Executive Officer, Kevin Hauser, executed an amendment, effective as of March 26, 2011, to the employment agreement dated December 10, 2008, by and between Mr. Hauser and the Company. Mr. Hauser agreed to reduce the base salary payable to him pursuant to the employment agreement to $100,000 for the year ending December 31, 2010. As a result, the Company recorded a cancellation of payroll expense due to Mr. Hauser during the first quarter of 2010 through additional paid in capital in the amount of $116,000. |
ACCOUNTS RECEIVABLE
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Jun. 30, 2011
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Notes to Financial Statements | Â |
ACCOUNTS RECEIVABLE | 2. ACCOUNTS RECEIVABLE
Due to the collection history of the Company, an allowance for doubtful accounts is not maintained. Recognition of a specific uncollectible account is written directly against the invoice in accounts receivable and expensed in the current period.
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