iCoreConnect Inc. - Quarter Report: 2008 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
quarterly period ended September 30,
2008
Commission file number:
000-52765
VEMICS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
95-4696799
|
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification No.)
|
523 Avalon Gardens Drive,
Nanuet, New York 10954
(Address
of principal executive offices) (Zip Code)
(845)
371-7380
(Registrant’s
Telephone Number, Including Area Code)
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes x No
o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definition of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o No
x
There
were 81,656,418 outstanding shares of the issuer’s only class of common equity,
Common Stock, $0.001 par value, on November 13, 2008.
VEMICS,
INC.
FORM
10-Q QUARTERLY REPORT
FOR
THE QUARTER ENDED SEPTEMBER 30, 2008
TABLE OF CONTENTS
Part
I Financial Information
|
||
Item
1.
|
1
|
|
1
|
||
2
|
||
3
|
||
|
||
4
|
||
Item
2.
|
7
|
|
Item
4T.
|
11
|
|
Part
II Other
Information
|
||
Item
2
|
12
|
|
Item
6.
|
12
|
|
PART
1: FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
VEMICS, INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED BALANCE SHEETS
September
30, 2008
|
June
30, 2008
|
|||||||
ASSETS
|
unaudited
|
audited
|
||||||
(as
restated)
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents –– interest bearing
|
$ | 195,594 | $ | 246,630 | ||||
Accounts
receivable, net of allowance for doubtful accounts of $5,000 and $-0- at
March 31, 2008 and June 30, 2007, respectively
|
52,444 | 153,843 | ||||||
Other
Receivable
|
- | 650,000 | ||||||
Advances
|
5,000 | 0 | ||||||
Total
Current Assets
|
253,038 | 1,050,473 | ||||||
Property
and equipment, net
|
52,461 | 109,043 | ||||||
Other
Assets
|
||||||||
Technology
and Medical Software, net
|
7,892,148 | 9,150,530 | ||||||
Goodwill
|
681,673 | 681,673 | ||||||
8,573,821 | 9,832,203 | |||||||
Total
Assets
|
$ | 8,879,320 | $ | 10,991,719 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Notes
payable –– banks
|
$ | 87,000 | $ | 299,980 | ||||
Current
maturity of capital lease obligations
|
- | 834 | ||||||
Short-term
notes payable
|
1,651,857 | 2,151,566 | ||||||
Accounts
payable and accrued expenses
|
1,259,481 | 1,259,887 | ||||||
Deferred
income
|
65,000 | 98,056 | ||||||
Total
Current Liabilities
|
3,073,338 | 3,810,313 | ||||||
Capital
long-term liabilities
|
||||||||
Long-term
notes payable
|
1,141,931 | 272,219 | ||||||
Total
Liabilities
|
4,215,296 | 4,082,532 | ||||||
Stockholders’
Equity
|
||||||||
Common
stock,
|
83,093 | 50,609 | ||||||
Additional
Paid in Capital
|
27,907,280 | 26,981,769 | ||||||
Less:
Treasury stock, 368,407 shares at both September 30, 2008 and June 30,
2008
|
(508,195 | ) | (508,195 | ) | ||||
Accumulated
deficit
|
(22,818,127 | ) | (15,614,996 | ) | ||||
Total
Stockholders’ Equity
|
4,664,051 | 6,909,187 | ||||||
Total
Liabilities and Stockholders’ Equity
|
$ | 8,879,320 | $ | 10,991,719 |
See notes
to financial statements.
VEMICS, INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
For
the three
|
For
the three
|
|||||||
months
ended
|
months
ended
|
|||||||
September
30, 2008
|
September
30, 2007
|
|||||||
unaudited
|
(as
restated)
|
|||||||
Revenues:
|
$ | 76,910 | $ | 166,717 | ||||
Cost
of Services
|
15,109 | 36,346 | ||||||
Gross
Profit
|
61,801 | 130,371 | ||||||
Expenses:
|
||||||||
Consulting,
commissions and travel
|
128,068 | 530,023 | ||||||
Operational
fees and expenses
|
166,822 | 235,985 | ||||||
Professional
fees
|
80,543 | 84,553 | ||||||
Payroll
and related taxes
|
270,431 | 277,462 | ||||||
Depreciation
and amortization
|
494,354 | 14,376 | ||||||
Production,
advertising, brochures and public relations
|
28,941 | 158,048 | ||||||
Total
Expenses
|
1,169,159 | 1,300,447 | ||||||
Loss
before other expenses
|
(1,107,358 | ) | (1,170,076 | ) | ||||
Other
Income/(Expenses):
|
||||||||
Interest
income
|
4,048 | 552 | ||||||
Interest
expense
|
(39,196 | ) | (35,704 | ) | ||||
Total
Other Income/(Expenses)
|
(35,112 | ) | (35,152 | ) | ||||
Loss
before extraordinary item
|
(1,142,470 | ) | (1,205,228 | ) | ||||
Extraordinary
item – Litigation net of expenses and taxes
|
- | 650,000 | ||||||
Net
loss available to common stockholders
|
$ | (1,142,470 | ) | $ | (555,228 | ) | ||
Net
loss per share, basic and diluted, before extraordinary
item
|
(0.01 | ) | (0.02 | ) | ||||
Net
loss per share, basic and diluted, extraordinary item net
|
$ | - | $ | 0.01 | ||||
Net
loss per share, to common stockholders
|
$ | (0.01 | ) | $ | (0.01 | ) | ||
Weighted
average number of shares, basic and diluted
|
78,745,373 | 50,609,453 |
See notes
to financial statements.
VEMICS, INC. AND SUBSIDIARY
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For
the three
|
For
the three
|
|||||||
months
ended
|
months
ended
|
|||||||
September
30, 2008
|
September
30, 2007
|
|||||||
unaudited
|
(as
restated)
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Receipts
from customers
|
$ | 23,087 | $ | 190,414 | ||||
Payments
to suppliers, salaries
|
(1,264,903 | ) | (1,348,133 | ) | ||||
Other
income received
|
300,000 | |||||||
Interest
received
|
4,084 | 562 | ||||||
Interest
paid
|
(18,547 | ) | (10,688 | ) | ||||
Bad
Debt Expense
|
- | (1,706 | ) | |||||
Net
Cash Used in Operating Activities
|
(1,256,279 | ) | (869,551 | ) | ||||
Cash
Flows Used in Investing Activities:
|
||||||||
Purchase
of Technology and Medical Software
|
(340,000 | ) | (52,321 | ) | ||||
Purchase
of fixed assets
|
(271 | ) | (2,105 | ) | ||||
Net
Cash Used in Investing Activities
|
(340,271 | ) | (54,426 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Payments
on capital lease obligations
|
- | (5,062 | ) | |||||
Payments
on notes payable
|
(212,980 | ) | (179,989 | ) | ||||
Short
term loans proceeds
|
240,000 | 850,000 | ||||||
Short
term loans paid
|
(147,442 | ) | - | |||||
Sale
of Common Stock
|
1,700,000 | - | ||||||
Net
Cash Provided by Financing Activities
|
1,579,578 | 664,949 | ||||||
Net
Increase/(Decrease) in Cash
|
(16,972 | ) | (259,028 | ) | ||||
Cash
at the Beginning of Period
|
212,566 | 505,668 | ||||||
Cash
at End of Period
|
$ | 195,594 | $ | 246,640 |
Reconciliation
of Net Loss to Net Cash Used by Operating Activities
|
||||||||
Net
loss
|
$ | (1,142,470 | ) | $ | (555,228 | ) | ||
Adjustments
to reconcile net income/(loss) to net cash used by operating
activities
|
||||||||
Depreciation
& Amortization
|
494,354 | 14,376 | ||||||
Changes
in:
|
||||||||
Trade
receivables
|
4,667 | 74,979 | ||||||
Other
receivables
|
- | (650,000 | ) | |||||
Prepaid
expenses
|
(5,000 | ) | - | |||||
Accounts
payable and accrued expenses
|
(569,989 | ) | 269,306 | |||||
Accrued
interest payable
|
20,649 | 16,788 | ||||||
Convertible
Debentures accrued interest
|
- | 11,500 | ||||||
Deferred
income
|
(58,500 | ) | (51,282 | ) | ||||
Net
Cash Used by Operating Activities
|
(1,256,279 | ) | (869,651 | ) |
See notes
to the financial statements.
VEMICS, INC.
NOTES
TO THE FINANCIAL STATEMENTS
(Unaudited)
September
30, 2008
1. DESCRIPTION
OF THE BUSINESS AND BASIS OF PRESENTATION
We build
portal-based, virtual work and learning environments primarily in healthcare and
related industries that enable individuals and organizations of any size to
communicate, collaborate, work and learn at a distance as if everyone were in
the same office or room. Currently, the focus of our efforts is on
solutions for the healthcare industry, primarily through our iMedicorÔ web-based
portal. Our hosted solutions eliminate the need for companies,
medical practices and individuals to buy, integrate or maintain continually
evolving collaborative technologies and provide a single point of access for
online communication, collaboration and learning.
Our solutions
combine the best in standards-based, productivity-enhancing tools with
educational and informational content, adding real-time spontaneity, impact and
face-to-face interactivity to meetings, presentations or learning
sessions. We provide customer and technical support to ensure our
customers get the most out of their solutions. Our technology
teams have been creating on-line, leading edge solutions, centered on real-time
communication, video, audio, data collaboration tools and content distribution
technologies delivered through on-line portals. The team has been at
the forefront of bringing people and information together in ways that maximize
time, reduces cost and eliminates distance. Our solutions are
fully hosted and managed and can be customized to fit specific
needs.
The table below shows the sales
percentages by division for the three-months ended September 30, 2008 and2007,
respectively:
|
2008
|
2007
|
||||||
Revenues:
|
||||||||
Education
|
92 | % | 56 | % | ||||
Healthcare
|
8 | % | 44 | % | ||||
Total
|
100 | % | 100 | % |
The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial
information. Accordingly, they do not include all of the information
and footnotes required by generally accepted principles in the United States for
full year financial statements.
In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included and are of a normal, recurring
nature. Operating results for the three-month period ended September
30, 2008, are not necessarily indicative of the results that may be expected for
the full year. These consolidated financial statements should be read
in conjunction with the consolidated financial statements and the notes thereto
that are included in the Company’s Form 10-K for the fiscal year ended June 30,
2008.
As of
September 30, 2008, there have been no material changes to any of the
significant accounting policies described in our Form 10-K for the fiscal year
ended June 30, 2008, except for the adoption of Financial Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes.”
2. BACKGROUND
OF THE COMPANY; PRINCIPLES OF CONSOLIDATION
On
November 8, 2005, OMII Corp., a Nevada corporation originally formed on November
2, 1992 as E & M Management, Inc., acquired all the shares of Vemics, Inc.,
a Delaware corporation (“Vemics Delaware”) organized on July 17, 2001, in an
exchange of stock transaction. Vemics Inc. became a 100% owned
subsidiary of OMII Corp. The name of OMII was then changed to Vemics,
Inc. Therefore, the accompanying presentation presents the historic
financials of Vemics Delaware, the accounting acquirer.
3. GOING
CONCERN
From
inception through June 30, 2005, we were a developmental stage company that
devoted substantially all of our efforts to research and development of our
technologies, acquisition of equipment and raising capital. We have
incurred operating losses to date and have an accumulated deficit of
approximately $23,038,000 and $21,521,000 at September 30, 2008 and at June 30,
2008, respectively. These foregoing amounts raise doubt as to our
ability to continue as a going concern. In the past, we have raised
capital in private placements, but continue to sustain losses and negative
operating cash flows.
We
believe that our current available capital as of September 30, 2008, coupled
with verbal commitments for bridge financing as needed from a current investor
would enable us to continue as a going concern through February 1,
2009. Anticipated revenues along with a potential equity raise from
the current private placement could enable us to continue our current operations
through at least June 30, 2009, if we are able to restructure portions of our
short-term debt. We intend to raise additional capital through the
issuance of debt or equity securities to fund our operations. The
financing may not be available on terms satisfactory to us, if, at
all. In addition, other than as noted above, no formal commitments or
arrangements to advance or loan funds to us or repay any such advances or loans
exist presently. There is no legal obligation for either management
or significant stockholders to provide additional future funding. Our
inability to obtain needed funding will have a material adverse effect on our
operations and our ability to achieve profitability.
4. NET
EARNING (LOSS) PER SHARE
Basic and
diluted net loss per share information is presented under the requirements of
SFAS No. 128, Earnings per Share. Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to
repurchase. Diluted net loss per share reflects the potential
dilution of securities by adding other common stock equivalents, including stock
options, shares subject to repurchase, warrants and convertible notes in the
weighted-average number of common shares outstanding for a period, if
dilutive. All potentially dilutive securities have been excluded from
the computation, as their effect is anti-dilutive.
5. WARRANTS
As of
September 30, 2008, we have issued warrants to purchase 11,301,753 shares of
common stock. These warrants have an expiration date of either three or
five years from their date of issuance and expire at various dates through July
2011. Each warrant will entitle the holder thereof to purchase one share
of common stock at an exercise price ranging from $.04 to $1.50 per share.
Management has not assigned a value to these warrants, as it is not practicable
to estimate fair value for these financial instruments. It also reserves
the rights to redeem the warrants at $.10 per warrant if there is a subsequent
initial public offering and market value per share meets certain
levels.
6. RELATED
PARTY TRANSACTIONS
There is
one member of our Board of Directors who has served since 2002 and who is the
largest individual investor in the Company, having invested $3,681,200 to
date. This investor currently owns 22,850,655 shares of common stock
and has the right to acquire 2,896,140 additional shares of common stock
pursuant to currently exercisable warrants.
We have
borrowed $1,411,538 as of September 30, 2008, including accrued interest,
respectively from the same member of the board of directors at a rate of
interest of 4%.
7. TECHNOLOGY
AND MEDICAL SOFTWARE
We have
capitalized all acquisition costs associated with the acquisition of NuScribe
Inc. In addition, we have elected to capitalize all related
development costs associated with the completion of the iMedicorÔ website. We
have launched the iMedicorÔ product in October 2007
and has begun to amortize our cost on a straight-line basis over 60
months. Amortization expenses were $480,195 for the three-months
ended September 30, 2008 and September 30, 2007, respectively.
September
30, 2008
|
June
30, 2008
|
|||||||
Technology
and medical software
|
$ | 9,603,894 | $ | 9,263,894 | ||||
Less:
Accumulated Amortization
|
1,711,744 | 1,231,550 | ||||||
$ | 7,892,149 | $ | 8,032,344 |
8. SHORT
TERM NOTES PAYABLE
Amounts
recorded as Notes Payable to banks and short-term notes payable is comprised of
the following:
September
30, 2008
|
June
30, 2008
|
|||||||
Short-term
note payable
|
$ | 535,218 | $ | -0- | ||||
Short-term
portion of long-term note payable
|
269,607 | 357,461 | ||||||
Note
payable banks
|
87,000 | 299,980 | ||||||
Convertible
debenture - 17.98%
|
150,000 | 150,000 | ||||||
Convertible
debenture – 8%
|
270,000 | 270,000 | ||||||
Convertible
debenture – 10% - 12%
|
427,032 | 502,206 | ||||||
Total
Short-term notes payable
|
$ | 1,738,857 | $ | 1,579,647 |
9. ASSET
PURCHASE AGREEMENT – ClearLobby
On
September 12, 2008, Vemics, Inc. entered into a Limited Asset Purchase Agreement
with ClearLobby, Inc., a
Delaware corporation, pursuant to which Vemics agreed to purchase trademarks,
software, license agreements and other assets related to ClearLobby's
pharmaceutical communications platform technology. The
ClearLobby technology will lead to an online service designed to change the
dynamic between physicians and
pharmaceutical companies by placing control of the relationship firmly in the
hands of the physician.
In
consideration for the assets purchased under the Limited Asset Purchase
Agreement, the Company paid $250,000,
consisting of $10,000 in cash and $240,000 in the form of an unsecured
promissory note, and 20,000
shares of restricted common stock of the Company. The Promissory Note
bears no interest and is payable in twelve monthly installments of $20,000
beginning on January 31, 2009 and each succeeding month-end thereafter until the
Promissory Note is paid in full on December 30, 2009.
ITEM
2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Statements
made in this Quarterly Report on Form 10-Q, including without limitation this
Management's Discussion and Analysis of Financial Condition and Operations,
other than statements of historical information, are forward looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements may sometimes be identified by such words as "may,"
"will," "expect," "anticipate," "believe," "estimate" and "continue" or similar
words.
We believe that it is important to
communicate our future expectations to investors. However, these
forward-looking statements involve many risks and uncertainties, including the
risk factors disclosed under the heading “Risk Factors” included in the Company's Form 10-K filed with the Securities and
Exchange Commission
(“SEC”) on October 14, 2008. Our actual results could differ
materially from those indicated in such forward-looking statements as a result
of certain factors. We are under no duty to update any of the
forward-looking statements after the date of this Report on Form 10-Q to conform
these statements to actual results.
Overview
We are a
provider of portal-based, virtual work and learning environments that enable
organizations of any size to communicate, work and learn at a distance as if
everyone were in the same room. Our hosted, service solutions
eliminate the need for companies to buy, integrate or maintain continually
evolving collaborative technologies and provide a single point of access for
online communication, collaboration and learning.
Our
primary focus shifted with our acquisition of NuScribe and subsequent deployment
of iMedicor™. Currently, our efforts are concentrated on providing
secure, on-line communications, collaboration, learning and productivity
solutions to the healthcare and related markets. We supply
organizations of all sizes with subscription-based access to fully
collaborative, real-time productivity tools that accelerate the flow of
information and education to a rapidly dispersing and highly mobile global
workforce. Secondarily, we plan to provide direct access to
physicians by pharmaceutical companies, circumventing the pharmaceutical
companies need for costly and only moderately effective sales
forces.
Currently,
iMedicor™ is a free service for all users as we build a customer base; however,
we expect to begin generating revenues from various components within
iMedicor™, including
the redesigned NuScribe Voice Recognition Application, direct pharmaceutical
company to physician marketing and product dissemination and inter-Electronic
Medical Records (“EMR”) communications, sometime in the third quarter, beginning
January 1, 2009.
Our sales
in other areas decreased for the quarter ended September 30, 2008 from 2007, as
most of our internal efforts have been devoted to redesigning iMedicor™ with
increased functionality and establishing new relationships with companies which
we believe will be driving forces in significantly increasing the iMedicor™ user
base and ultimately drive significantly increased revenues to the
Company.
Our
iMedicor™ and LiveAccess solutions are focused on education, collaboration,
and training. We offer our services through two separate divisions,
Education and Training
and Healthcare
Services.
We
anticipate having five sources of income. Currently, we will generate
our primary source of revenue through charging pharmaceutical companies an
initial set up fee of between $95,000 and $250,000 per year to upload their
product specific programs, in all formats. The initial fee will cover
the set up costs and the first 1,500 qualified "click throughs" (i.e., a qualified click
through is a physician or a physician’s trusted source, downloading any
information available on specific products inside iMedicor™). Once
the 1,500 click throughs are exhausted, iMedicor™ currently intends to
charge $25.00 per additional click through. The second source of
revenue will be derived through our iMedicor™ Integration Driver, allowing
physicians and hospitals using different, incompatible EMR systems to exchange
patient information for a monthly fee currently ranging between $25 and $35 per
user. Providing premium services through iMedicor™, such as NuScribe™
and LiveAccess™ for a monthly fee of $99 per user represents the third source of
revenue. Production, distribution and archiving of sponsored and pay
per view CME courses will provide the fourth revenue source. Lastly,
we expect to generate revenues from direct marketing to our iMedicor™ user-base
on an “opt in” unobtrusive level from companies who have a desire to reach this
particular demographic. This last source of revenue, while ultimately
expected to be a primary revenue stream, will take longer to develop and may not
generate any significant revenues in the near future. In addition, we
intend to provide consulting help desk and instructional design services to
customers and will bill as consultation and other services are
rendered.
As of
September 30, 2008, we require approximately $200,000 per month to fund our
operations. If we are successful in raising additional capital, this
amount may increase as we expand our sales and marketing efforts and continue to
develop new products and services. Our cash needs are primarily
attributable to funding sales and marketing efforts, strengthening technical and
helpdesk support, expanding our development capabilities, satisfying existing
obligations and building administrative infrastructure, including costs and
professional fees associated with being a public company.
We
require substantial, immediate funding to meet our current operating and capital
expenditure requirements. To execute on our business plan
successfully, we will need to raise additional money in the
future. The exact amount of funds raised, if any, will determine how
aggressively we can grow and what additional projects we will be able to
undertake. No assurance can be given that our current private
placement will be successful or that even the minimum offering amount will be
raised. Thereafter, there is no assurance we will be able to raise
additional capital, when needed or at all, or that such capital, if available,
will be on terms acceptable to us. We are currently seeking to raise
up to $10,000,000 in capital through a private placement of preferred
stock. If we are not able to raise additional capital in the near term, our
business will likely suffer and we will be required to substantially reduce
operations, terminate certain products or services or pursue exit strategies in
the near future.
Healthcare
Services
For the
past nine months, we have shifted most of our resources to the build-out and
promotion of iMedicor™, a collaborative online portal designed for and by
medical professionals to facilitate practice
productivity. iMedicor™ offers a rapid, secure
exchange of education, information and ideas in real-time which is the
cornerstone of the Company’s Healthcare Services division. On October
9, 2007, the Company announced the commercial launch of iMedicor™, the health
industry's first free HIPAA compliant personal health information exchange and
secure messaging portal for physician collaboration and
community. iMedicor™’s features include HIPAA compliant electronic
transfer of patient medical information, voice-recognition medical
transcription, electronic medical records and image transfer and storage, and
live-interactive CME content product, in conjunction with our Education and
Training Division. We believe this
combination of features addresses both existing educational needs for physicians
and other healthcare providers and the ability to transfer personal health
information electronically in a method that satisfies federal HIPAA regulations
that proscribe the transmission of records via email. Currently all
aspects of iMedicor™
are offered free of charge to physicians and other healthcare providers
using the portal. The content sponsors pay for CME content, which can
be accessed via the portal.
Education
and Training
Our focus
in the Education and Training Division has been twofold:
·
|
The
delivery of CME (Continuing Medical Education) courses to the medical
community in the U.S., which continues to
grow.
|
·
|
The
licensing of our productivity tools to state education departments in the
U.S. The state of Pennsylvania is our first customer in this
effort. We plan a sales campaign to increase our state
education department customer base.
|
We are
currently contemplating transferring all CME and healthcare related activities
from the Education and Training division to the Healthcare Services
division. We may reorganize the Education and Training division by
transferring the remaining functions of that division to one of the Company's
Education and Training strategic partners. We have no firm plans
currently, however.
Critical
Accounting Policies and Estimates
Our
discussion and analysis of financial condition and results of operations are
based upon the condensed financial statements, which have been prepared in
accordance with generally accepted accounting principles as recognized in the
U.S. The preparation of these financial statements requires that we
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses, and disclosure of contingent assets and
liabilities. Our estimates include those related to revenue
recognition and useful lives of intangible assets and
accruals. We base our estimates on historical experience and on
various other assumptions that management believes to be reasonable under the
circumstances. Actual results may differ from these estimates under
different assumptions or conditions. For a complete description of
accounting policies, see the Company's Form 10-K for the fiscal year ended June
30, 2008, filed with the SEC on October 14, 2008. There were no
significant changes in critical accounting provisions.
Results of
Operations
Three
months ended September 30, 2008 Compared to Three Months Ended September 30,
2007
The
following table sets forth, for the periods indicated, the percentage of total
revenues represented by certain items reflected in our statement of
operations:
Three
Months Ended September 30
|
||||||||||||||||
(unaudited)
|
||||||||||||||||
2008
|
2007
|
|||||||||||||||
Net
Sales and Revenues
|
$ | 76,910 | 100 | % | $ | 166,717 | 100 | % | ||||||||
Cost
of Services
|
15,109 | 20 | % | 36,346 | 22 | % | ||||||||||
Gross
Profit
|
61,801 | 80 | % | 130,371 | 78 | % | ||||||||||
Operational
General and Administrative Expenses
|
674,805 | 877 | % | 1,286,071 | 771 | % | ||||||||||
Depreciation
and amortization
|
494,354 | 642 | % | 14,376 | 8 | % | ||||||||||
Bad
debt expenses
|
- | 0 | % | - | 1 | % | ||||||||||
Total
Expenses
|
1,169,159 | 1520 | % | 1,300,447 | 780 | % | ||||||||||
Loss
before other income (expense)
|
$ | (1,107,358 | ) | 1440 | % | $ | (1,170,076 | ) | 702 | % |
Revenues
Our
revenues for the three-months ended September 30, 2008 decreased by 54% to
$76,910 from $166,717 in 2007, due largely to a decrease in sales of the
NuScribe Voice Recognition Appliance and Application. We reduced our
sales efforts of the NuScribe Voice Recognition Appliance and Application
because we are redesigning with the intent to repackage this component as an
online application within the iMedicor™ Portal. During this
redesigning period, we decreased our sales efforts of the stand-alone voice
recognition engine significantly, and we have redirected our sales team to
building a user base within the iMedicor™ Portal.
By June
30, 2008, we had exceeded our projected individual registrations of the
iMedicor™ service by more than 200%. Currently, we offer iMedicor™ as
a free service for all users in order to build a customer
base. However, we expect to begin generating revenues from various
components within iMedicor™, including but not limited
to the redesigned NuScribe Voice Recognition Application, by charging a fee for
its use sometime in our third fiscal quarter (i.e., January through March
2009).
Our sales
in other areas remained flat for the period ending September 2008 from 2007, as
most of our internal efforts have been devoted to establishing new relationships
with companies which we believe will be driving forces in significantly
increasing the iMedicor™ user base with the end goal
of generating revenues for the Company as well as increasing individual member
usage of the iMedicor™ portal.
Cost
of Services
Cost of
services as a percentage of revenues was 20% for the quarter ended September 30,
2008 as compared to 22% for the quarter ended September 2007. This
represents no material or significant change in Cost of Services.
Operational,
General and Administrative Expenses
Operational,
general and administrative expenses decreased to $674,805 in the quarter ended
September 30, 2008 from $1,286,071 in 2007, or 47.5%. We reduced our
workforce to focus most of our effort on the development and marketing of the
iMedicor™ service as
well as to conserve available cash.
Sales and
marketing efforts relating to our education line of business decreased following
the Company’s decision to shift our focus exclusively to the healthcare market,
thereby reducing the need for additional sales and marketing staff on the
education side. As a result, are sales costs decreased
significantly.
Depreciation
and Amortization
Depreciation
and amortization expenses increased for the quarter ended September 30, 2008 to
$494,354 from $14,376. This is entirely attributed to the assignment
of the purchase price of NuScribe and iMedicor™ website to a technology asset
and the subsequent amortization of that asset. We have capitalized
all acquisition costs associated with the acquisition of NuScribe
Inc. In addition, we have elected to capitalize all related
development costs associated with its completion. We launched the
iMedicorÔ product in
late October 2007 at which time we began to amortize its cost on a straight-line
basis over 60 months.
Loss
from Operations
Income
(loss) from operations for the quarter ended September 30, 2008 totaled
($1,107,358) or approximately 1440% of net revenue compared to ($1,170.076) or
approximately 702% of net revenue for the quarter ended September 30,
2007. The decrease in income from operations for the quarter ended
September 30, 2008 was primarily due to the Company’s focus on the continued
development of iMedicor™ and on the increase of the iMedicor™ portal’s user base
and the belief that a larger user base prior to instituting revenue generating
programs via the iMedicor™ portal would inherently increase the value of not
only the portal, but the company as well. It should also be noted
that the disparity between percentage losses between the quarter ended September
30, 2008 and September 30, 2007 is largely (but not wholly) attributable to the
amortization of the iMedicor™ technology asset.
Liquidity and Capital
Resources
Cash and
cash equivalents were $195,594 at September 30, 2008 compared to $246,630 at
June 30, 2008.
Net cash
used by operating activities was $1,256,279 for the three months ended September
30, 2008 as compared to cash used by operating activities of $896,551 for the
three months ended September 30, 2007. The increase is due primarily
to receipt of investment income and the subsequent pay-down of
outstanding accounts payable.
Net cash
used by investing activities was $340,271 for the three months ended September
30, 2008 as compared to cash used by investing activities of $54,426
for the three months ended September 30, 2007, and was due to purchase of the
Clearlobby technology asset and the continued development of the iMedicorÔ website and
the capitalization of those costs.
Net cash
provided by financing activities was $1,579,578 for the three months ended
September 30, 2008 as compared to net cash used by financing activities of
$664,949 for the three months ended September 30, 2007 and increased primarily
due to a sale of Common Stock, which generated $1,700,000 in investment
capital.
Due to
our cash position and the reduction in sales revenue prior to generating
revenues through the iMedicorÔ website, the
company has continued to reduce costs where possible, including eliminating
certain non-essential staff positions and reducing or eliminating non-essential
operating costs.
The
Company continues to operate at a loss and is projected to do so until the third
or fourth quarter of fiscal 2009. The Company is reliant, therefore,
on raising capital through equity investments and/or debt instruments to
maintain operations. The Company is actively engaging in fundraising
efforts to increase its current level of operations. In July 2008, we
issued 14,166,667 shares of Common Stock through a private offering to
accredited investors through which we raised
$1,700,000. Notwithstanding the receipt of this additional capital,
the Company requires significant additional capital to cover its current
overhead as well as to satisfy existing obligations.
ITEM
3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A.
ITEM
4T. CONTROLS
AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Securities Exchange Act of 1934, as
amended (the “Exchange Act”), reports are recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.
Our
management (with the participation of our Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer) evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, as of September 30, 2008, the period covered
by this Form 10-Q.
Based on
this evaluation, the chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.
(b) Changes
in Internal Controls over Financial Reporting
There
have been changes in our internal controls over financial reporting (as defined
in Exchange Act Rule 13a-15(f)) during the three-months ended September 30, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
As
disclosed in our amended Annual Report on Form 10-K for the year ended June 30,
2008, which we filed on October 14, 2008, we had material weaknesses in our
internal controls over financial reporting related to:
·
|
lack
of adequate accounting experience with personnel tasked with recording
financial transactions;
|
·
|
lack
of timely and accurate posting of accounts payable and accounts receivable
entries to accounting system;
|
·
|
inadequate
communication between the chief executive officer and chief financial
officer with regards to contractual obligations and
receivables;
|
·
|
inaccurate
recording of company contracts and related deferral of
income;
|
·
|
inaccurate
amortization of company assets and recording of payroll and related tax
liabilities.
|
During
the three-months ended September 30, 2008, management has implemented the
following changes to our internal controls over financial
reporting:
·
|
Hired
a new bookkeeper with a bachelor’s degree in accounting and 15 years of
post-degree bookkeeping/accounting
experience;
|
·
|
Instituted
weekly reviews of accounts payable and accounts receivable
postings;
|
·
|
Instituted
regular meetings between the Chief Executive officer and Chief Financial
Officer regarding all accounts’
|
·
|
Managements’
review and revisions to its method of recording annual contracts and
posting deferred income; and
|
·
|
Contracted
with an outside payroll processor to ensure accurate and timely recording
of payroll liabilities.
|
As a
result, we believe that we have strengthened our review procedures over the
financial reporting process, therefore, improving the quality of financial
reporting on an ongoing basis.
PART
II – OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use
of Proceeds
As
previously reported in part on Form 8-K on August 4, 2008, during the quarter
end September 30, 2008, the Company issued 14,166,666 shares of common stock for
$1,700,000 in cash from investors. We claimed the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933 and the
rules thereunder, as private transactions not involving a public
distribution.
The facts
we relied upon to claim the exemption include: (i) the purchasers represented
that they purchased shares from the Company for investment and not with a view
to distribution to the public; (ii) each certificate issued for unregistered
securities contains a legend stating that the securities have not been
registered under the Securities Act and setting forth the restrictions on the
transferability and the sale of the securities; (iii) the purchasers represented
that they were accredited investors and sophisticated and were familiar with our
business activities; and (iv) the purchasers were given full and complete access
to any corporate information requested by them.
Exhibit
|
Description
|
|
10.1
|
Limited
Asset Purchase Agreement Between Vemics, Inc. and ClearLobby, Inc.,
incorporated by reference from our Current Report on Form 8-K filed August
4, 2008.
|
|
31.1
|
||
31.2
|
||
32
|
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Vemics,
Inc.
(Registrant)
|
|||
Date:
November 19, 2008
|
By:
|
/s/ Fred Zolla | |
Fred Zolla | |||
Chief
Executive Officer
(Principal
Executive Officer)
|
|||
Date:
November 19, 2008
|
By:
|
/s/ Craig Stout | |
Craig Stout | |||
Interim
Chief Financial Officer
(Principal Accounting Officer)
|
|||