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Texas
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59-2219994
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
o
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Non-accelerated filer
o
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Accelerated filer
o
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Smaller reporting company
þ
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Page
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PART I – FINANCIAL INFORMATION
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3
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7
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7
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8
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9
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10
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16
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16
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PART II. OTHER INFORMATION
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17
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17
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17
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17
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17
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18
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19
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September 30,
2015
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December 31,
2014
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|||||||
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ASSETS
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CURRENT ASSETS:
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Cash
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$ | 198,544 | $ | 523,441 | ||||
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Accounts receivable, net of allowance for bad debt of $19,072 and $18,462
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306,277 | 278,261 | ||||||
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Inventory, net of allowance for obsolescence for $19,260 and $46,007
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609,232 | 402,530 | ||||||
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Royalty receivable
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150,750 | - | ||||||
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Prepaid and other assets
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5,995 | 6,295 | ||||||
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Total Current Assets
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1,270,798 | 1,210,527 | ||||||
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LONG-TERM ASSETS:
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||||||||
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Property plant and equipment, net of accumulated depreciation of $29,104 and $22,477
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44,135 | 45,428 | ||||||
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Intangible assets, net of accumulated depreciation of $306,186 and $267,913
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204,124 | 242,397 | ||||||
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Total Long-Term Assets
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248,259 | 287,825 | ||||||
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TOTAL ASSETS
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$ | 1,519,057 | $ | 1,498,352 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
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CURRENT LIABILITIES:
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||||||||
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Accounts payable
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$ | 217,503 | $ | 210,266 | ||||
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Accrued royalties and dividends
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251,925 | 324,286 | ||||||
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Current lease liability
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4,504 | 4,504 | ||||||
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Accrued interest
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244,648 | 181,431 | ||||||
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Derivative liabilities
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225 | 1,708 | ||||||
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Notes payable
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486,220 | 392,920 | ||||||
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Convertible notes payable
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190,000 | |||||||
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Convertible notes payable to related party
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- | 1,200,000 | ||||||
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Total Current Liabilities
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1,395,025 | 2,315,115 | ||||||
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LONG-TERM LIABILITIES
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Convertible notes payable to related parties
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1,200,000 | - | ||||||
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Lease liability
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5,541 | 8,633 | ||||||
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Total Long-Term Liabilities
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1,205,541 | 8,633 | ||||||
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TOTAL LIABILITIES
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2,600,566 | 2,323,748 | ||||||
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STOCKHOLDERS' DEFICIT
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Series A Preferred Stock, $10 par value, 5,000,000 shares authorized; none issued and outstanding
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- | - | ||||||
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Series B Convertible Preferred Stock, $10 par value, 7,500 shares authorized; none issued and outstanding
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- | - | ||||||
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Series C Convertible Preferred Stock, $10 par value, 100,000 shares authorized; 77,192 issued and outstanding as of September 30, 2015 and 70,411 issued and outstanding as of December 31, 2014
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771,920 | 704,110 | ||||||
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Series D Convertible Preferred Stock, $10 par value, 25,000 shares authorized; none issued and outstanding
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- | - | ||||||
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Series E Convertible Preferred Stock, $10 par value, 5,000 shares authorized; none issued and outstanding
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- | - | ||||||
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Common Stock: $.001 par value; 250,000,000 shares authorized; 107,346,916 issued and 107,342,827 outstanding as of September 30, 2015 and 105,447,320 issued and 105,443,231 outstanding as of December 31, 2014
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107,347 | 105,447 | ||||||
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Additional paid-in capital
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44,389,240 | 43,820,636 | ||||||
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Treasury stock
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(12,039 | ) | (12,039 | ) | ||||
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Accumulated deficit
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(46,337,977 | ) | (45,443,550 | ) | ||||
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Total Stockholders' Deficit
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(1,081,509 | ) | (825,396 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 1,519,057 | $ | 1,498,352 | ||||
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THREE MONTHS
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THREE MONTHS
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NINE MONTH
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NINE MONTH
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|||||||||||||
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ENDED
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ENDED
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ENDED
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ENDED
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|||||||||||||
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September 30,
2015
|
September 30,
2014
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September 30,
2015
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September 30,
2014
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REVENUES
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$ | 905,615 | $ | 679,122 | $ | 2,664,719 | $ | 1,905,766 | ||||||||
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COST OF GOODS SOLD
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197,117 | 235,171 | 619,553 | 673,340 | ||||||||||||
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GROSS PROFIT
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708,498 | 443,951 | 2,045,166 | 1,232,426 | ||||||||||||
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OPERATING EXPENSES:
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General and administrative expenses
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823,587 | 1,074,073 | 2,566,251 | 2,986,175 | ||||||||||||
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Depreciation and amortization
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15,111 | 14,102 | 44,900 | 42,094 | ||||||||||||
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Bad debt expense
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1,709 | 3,261 | 5,146 | 17,026 | ||||||||||||
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INCOME (LOSS) FROM CONTINUING OPERATIONS:
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(131,909 | ) | (647,485 | ) | (571,131 | ) | (1,812,869 | ) | ||||||||
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OTHER INCOME (EXPENSES):
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Change in fair value of derivative liability
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272 | 25,387 | (210 | ) | 74,528 | |||||||||||
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Other income
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3 | 59 | 18 | 74 | ||||||||||||
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Interest expense
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(47,077 | ) | (48,968 | ) | (124,797 | ) | (254,627 | ) | ||||||||
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Loss on issuance of debt for warrants
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- | - | (198,307 | ) | - | |||||||||||
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NET LOSS
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(178,711 | ) | (671,007 | ) | (894,427 | ) | (1,992,894 | ) | ||||||||
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Series C Preferred Stock Dividends
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(71,181 | ) | (64,734 | ) | (198,843 | ) | (174,764 | ) | ||||||||
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NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
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$ | (249,892 | ) | $ | (735,741 | ) | $ | (1,093,270 | ) | $ | (2,167,658 | ) | ||||
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Basic and diluted loss per share of common stock
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
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Basic and diluted weighted average number of common shares outstanding
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107,349,349 | 88,173,883 | 106,720,118 | 87,299,865 | ||||||||||||
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NINE MONTHS ENDED
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||||||||
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September 30,
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||||||||
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2015
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2014
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Cash flows from operating activities:
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Net loss
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$ | (894,427 | ) | $ | (1,992,894 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities
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Depreciation and amortization
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44,900 | 42,094 | ||||||
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Amortization of discounts and deferred financing costs
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- | 140,753 | ||||||
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Bad debt expense
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5,146 | 17,026 | ||||||
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Inventory obsolescence
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- | 138,723 | ||||||
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Series D preferred stock issued for services
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- | 292,873 | ||||||
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Common stock issued for services
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38,314 | 222,550 | ||||||
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(Gain) loss on change in fair value of derivative liabilities
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210 | (74,528 | ) | |||||
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(Gain) loss on settlement of liabilities
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198,307 | - | ||||||
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Changes in assets and liabilities:
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(Increase) decrease in accounts receivable
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(33,162 | ) | (111,487 | ) | ||||
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(Increase) decrease in royalities receivable
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(150,750 | ) | - | |||||
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(Increase) decrease in inventory
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(206,702 | ) | (323,495 | ) | ||||
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(Increase) decrease in employee advances
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- | 2,992 | ||||||
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(Increase) decrease in accrued interest receivable
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- | - | ||||||
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(Increase) decrease in prepaids and other assets
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300 | 69,908 | ||||||
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Increase (decrease) in allowance for uncollectible interest
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- | - | ||||||
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Increase (decrease) in accrued royalties and dividends
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(72,361 | ) | (126,482 | ) | ||||
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Increase (decrease) in accounts payable
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7,237 | 221,218 | ||||||
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Increase (decrease) in accrued liabilities
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- | (260 | ) | |||||
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Increase (decrease) in accrued interest payable
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63,217 | 106,762 | ||||||
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Net cash flows used in operating activities
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(999,771 | ) | (1,374,247 | ) | ||||
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Cash flows from investing activities:
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Purchase of property and equipment
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(5,334 | ) | (5,555 | ) | ||||
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Net cash flows used in investing activities
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(5,334 | ) | (5,555 | ) | ||||
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Cash flows from financing activities:
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Payments on capital lease obligation
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(3,092 | ) | - | |||||
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Borrowings on debt
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96,000 | - | ||||||
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Payments on debt
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(12,700 | ) | (22,700 | ) | ||||
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Borrowings on convertible debt, net of original issue discounts
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1,200,000 | - | ||||||
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Payments on convertible debt
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(1,100,000 | ) | (44,900 | ) | ||||
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Cash proceeds from sale of series C preferred stock
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500,000 | 2,252,510 | ||||||
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Net cash flows provided by financing activities
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680,208 | 2,184,910 | ||||||
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Net increase (decrease) in cash
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(324,897 | ) | 805,108 | |||||
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Cash and cash equivalents, beginning of period
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523,441 | 44,553 | ||||||
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Cash and cash equivalents, end of period
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$ | 198,544 | $ | 849,661 | ||||
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Cash paid during the period for:
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Interest
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$ | 64,894 | $ | 7,113 | ||||
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Income taxes
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- | - | ||||||
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Supplemental non-cash investing and financing activities:
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Common stock issued for conversion of debt
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$ | - | $ | 93,729 | ||||
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Common stock issued for dividend
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60 | - | ||||||
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Common stock issued for conversion of Series C Preferred Stock
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9,570 | - | ||||||
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Issuance of convertible debt for warrants
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200,000 | - | ||||||
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Issuance of vested stock
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333 | - | ||||||
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Fogiveness of related party convertible debt
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100,000 | - | ||||||
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Resolution of warrant derivative liabilities due to removal of convertible debt
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- | - | ||||||
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Resolution of derivative liabilities due to removal of convertible debt
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- | 918,580 | ||||||
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Resolution of derivative liabilities due to debt conversions
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- | 132,417 | ||||||
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Debt discounts due to derivative liabilities
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- | 90,000 | ||||||
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For the Nine Months Ended September 30, 2015
|
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Shares
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Weighted Average Exercise Price
|
|||||||
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Outstanding at beginning of period
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10,936,844 | $ | 0.23 | |||||
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Granted
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- | - | ||||||
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Exercised
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- | - | ||||||
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Forfeited
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500,000 | 0.75 | ||||||
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Expired
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300,000 | 0.40 | ||||||
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Outstanding at end of period
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10,136,844 | $ | 0.20 | |||||
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As of September 30, 2015
|
As of September 30, 2015
|
|||||||||||||||||||||
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Warrants Outstanding
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Warrants Exercisable
|
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Range of Exercise Prices
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Number Outstanding
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Weighted-Average Remaining Contract Life
|
Weighted- Average Exercise Price
|
Number Exercisable
|
Weighted-Average Exercise Price
|
|||||||||||||||||
| $ | 0.06 | 4,500,000 | 3.0 | $ | 0.06 | 4,500,000 | $ | 0.06 | ||||||||||||||
| 0.08 | 550,000 | 2.4 | 0.08 | 550,000 | 0.08 | |||||||||||||||||
| 0.09 | 625,000 | 2.5 | 0.09 | 625,000 | 0.09 | |||||||||||||||||
| 0.15 | 1,571,300 | 1.9 | 0.15 | 1,571,300 | 0.15 | |||||||||||||||||
| 0.25 | 120,000 | 0.1 | 0.25 | 120,000 | 0.25 | |||||||||||||||||
| 0.44 | 1,515,544 | 0.9 | 0.44 | 1,515,544 | 0.44 | |||||||||||||||||
| 0.50 | 120,000 | 0.1 | 0.50 | 120,000 | 0.50 | |||||||||||||||||
| 0.60 | 975,000 | 1.0 | 0.60 | 975,000 | 0.60 | |||||||||||||||||
| 0.75 | 120,000 | 0.1 | 0.75 | 120,000 | 0.75 | |||||||||||||||||
| 1.00 | 40,000 | 0.1 | 1.00 | 40,000 | 1.00 | |||||||||||||||||
| $ | 0.06-1.00 | 10,136,844 | 2.1 | $ | 0.20 | 10,136,844 | $ | 0.20 | ||||||||||||||
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For the Nine Months Ended September 30, 2015
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Options
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Weighted Average Exercise Price
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|||||||
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Outstanding at beginning of period
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3,943,500 | $ | 0.15 | |||||
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Granted
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150,000 |
(a)
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||||||
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Exercised
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- | - | ||||||
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Forfeited
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- | - | ||||||
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Expired
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- | - | ||||||
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Outstanding at end of Period
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4,093,500 | $ | 0.15 | |||||
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As of September 30, 2015
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As of September 30, 2015
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|||||||||||||||||||||
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Stock Options Outstanding
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Stock Options Exercisable
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Exercise Price
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Number Outstanding
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Weighted-Average Remaining Contract Life
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Weighted- Average Exercise Price
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Number Exercisable
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Weighted-Average Exercise Price
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|||||||||||||||||
| $ | 0.15 | 3,943,500 | 1.89 | 0.15 | 3,943,500 | $ | 0.15 | |||||||||||||||
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(a)
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150,000 | - | - | - | - | |||||||||||||||||
| $ | 0.15 | 4,093,500 | 1.89 | 0.15 | 3,943,500 | $ | 0.15 | |||||||||||||||
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(a)
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On January 1, 2015, the company granted three tranches of options, 25,000, 25,000, and 100,000 which vest upon meeting specific performance measures agreed upon. The measures include achieving three specific sales targets per month for 3 consecutive months. The exercise price and expiration date of each tranche will be set upon achieving the targets. As of the date of this filing the performance measures have not been met. As a result the exercise price is undetermined and these options are excluded from the calculation of weighted average remaining life.
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Fair Value Measurement at September 30, 2015
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Liabilities:
|
Carrying Value at September 30, 2015
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Level 1
|
Level 2
|
Level 3
|
||||||||||||
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Warrant derivative liabilities
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$ | 225 | $ | - | $ | - | $ | 225 | ||||||||
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Total
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$ | 225 | $ | - | $ | - | $ | 225 | ||||||||
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Fair Value Measurement at December 31, 2014
|
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Liabilities:
|
Carrying Value at December 31, 2014
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
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Warrant derivative liabilities
|
$ | 1,708 | $ | - | $ | - | $ | 1,708 | ||||||||
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Total
|
$ | 1,708 | $ | - | $ | - | $ | 1,708 | ||||||||
|
Dividend yield:
|
0%
|
|
Expected
volatility
|
101% to 115%
|
|
Risk
free
interest
rate
|
0.13% to 1.07%
|
|
Expected
life
(years)
|
0.08 to 1.82
|
|
Balance, December 31, 2014
|
$ | (1,708 | ) | |
|
Derivative warrants exchanged for debt
|
1,693 | |||
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Loss on change in fair value of derivative liabilities
|
(210 | ) | ||
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Balance, September 30, 2015
|
$ | (225 | ) |
|
Exhibit No.
|
Description
|
|
|
31.1
*
|
Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
31.2
*
|
Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
32.1
*
|
Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
32.2
*
|
Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
101
|
Interactive Data Files pursuant to Rule 405 of Regulation S-T.
|
|
WOUND MANAGEMENT TECHNOLOGIES, INC.
|
|||
|
November 13, 2015
|
By:
|
/s/ Darren E. Stine
|
|
|
Darren E. Stine,
|
|||
|
Chief Financial Officer
|
|||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|