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iCoreConnect Inc. - Quarter Report: 2010 December (Form 10-Q)

imedicor10q123110.htm


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 December 31, 2010
 

Commission file number: 000-52765

IMEDICOR, 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o   No  x

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 definitions 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
 
There were 310,744,847 outstanding shares of the issuer’s  Common Stock, $0.001 par value, on February 22, 2011.
 
 
IMEDICOR, INC.
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED DECEMBER 31, 2010
 
TABLE OF CONTENTS
 
 
Page
Part I Financial Information
 
       
Item 1.
3
   
3
   
4
   
6
   
7
       
Item 2.
9
       
Item 3.
12
       
Item 4T.
12
       
Part II Other Information
 
       
Item 2.
13
       
Item 5.
13
       
Item 6.
13
       
 
14
 
 
 
PART 1:  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
IMEDICOR, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
Dec 31, 2010
   
June 30, 2010
 
   
(unaudited)
   
(audited)
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
 
$
1,000
   
$
86,644
 
Accounts receivable, net of allowance for doubtful accounts of $-0-  
  at December 31, 2010 and June 30, 2010, respectively
   
344,780
     
10,000
 
Prepaid Expenses
   
4,691
     
6,001
 
Total Current Assets
   
350,471
     
102,645
 
Property and equipment, net
   
5,028
     
8,291
 
Other Assets
               
Technology and Medical Software, net
   
4,022,395
     
4,996,785
 
     
4,022,395
     
4,996,785
 
Total Assets
 
$
4,377,894
   
$
5,107,721
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
Current liabilities:
               
Notes payable –– banks
 
$
29,939
   
$
59,181
 
Short-term notes payable
   
3,350,421
     
5,487,120
 
Accounts payable and accrued expenses
   
1,725,981
     
1,791,671
 
Deferred income
   
59,000
     
60,000
 
Total Current Liabilities
   
5,165,341
     
7,397,972
 
Other long-term liabilities
               
Long-term notes payable
   
-
     
1,271,661
 
Total Liabilities
   
5,165,341
     
8,669,663
 
Stockholders’ Equity (Deficit)
               
Preferred stock , par value $.001, authorized 200,000,000. Issued and outstanding -39- shares
  and -0- shares as of Dec 31, 2010 and June 30, 2010, respectively
   
0
     
0
 
Common stock, par value $.001 per share, authorized 600,000,000. Issued and outstanding:
  310,744,847 and 229,082,187 shares at Dec 31, 2010 and June 30 2010, respectively
   
310,745
     
229,082
 
Additional Paid in Capital
   
42,913,455
     
37,849,158
 
Less: Treasury stock, 368,407 shares at both December 31, 2010 and June 30, 2010
   
(508,195
)
   
(508,195
)
Accumulated deficit
   
(43,503,452
)
   
(41,131,957
)
Total Stockholders’ Equity (Deficit)
   
(787,447
)
   
(3,561,912
)
Total Liabilities and Stockholders’ Equity (Deficit)
 
$
4,377,894
   
$
5,107,721
 

See notes to Condensed Consolidated Financial Statements (unaudited).
 
 
IMEDICOR, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

   
For the three
   
For the three
 
   
months ended
   
months ended
 
   
December 31, 2010
   
December 31, 2009
 
   
(unaudited)
   
(unaudited)
 
             
Revenues:
 
$
296,034
   
$
65,832
 
Cost of Services
   
296
     
2,439
 
Gross Profit
   
295,738
     
63,143
 
 
Expenses:
               
Stock issued for fees and services
   
254,696
     
-
 
Consulting, commissions and travel
   
48,038
     
42,089
 
Operational fees and expenses
   
88,868
     
130,172
 
Professional fees
   
10,895
     
31,040
 
Payroll and related taxes
   
146,973
     
175,427
 
Depreciation and amortization
   
516,537
     
510,187
 
Production, advertising, brochures and public relations
   
3,500
     
38,082
 
Total Expenses
   
1,069,507
     
926,997
 
Loss before other expenses
   
(773,769
)
   
(863,854
)
 
Other Income/(Expenses):
               
Other Income – Relinquishment of Debt
   
91,511
     
-
 
Redemption Fee Expense
           
(160,646
Interest expense
   
(77,352
)
   
(101,823
)
Total Other Income/(Expenses)
   
14,159
     
(262,469
)
                 
Net loss available to common stockholders
 
$
(759,610
)
 
$
(863,854
)
                 
Net loss per share, available to common stockholders
   
(0.00
   
(0.01
                 
Weighted average number of shares, basic and diluted
   
268,365,569
     
123,044,835
 
 
See notes to Condensed Consolidated Financial Statements (unaudited).


IMEDICOR, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
For the six
   
For the six
 
   
months ended
   
months ended
 
   
December 31, 2010
   
December 31, 2009
 
   
(unaudited)
   
(unaudited)
 
             
Revenues:
 
$
344,631
   
$
131,414
 
Cost of Services
   
1,508
     
7,937
 
Gross Profit
   
343,123
     
123,447
 
 
Expenses:
               
Stock issued for fees and services
   
545,308
     
1,261,393
 
Consulting, commissions and travel
   
114,401
     
35,115
 
Operational fees and expenses
   
245,605
     
348,187
 
Professional fees
   
10,895
     
97,415
 
Payroll and related taxes
   
327,539
     
448,086
 
Depreciation and amortization
   
1,032,653
     
1,013,624
 
Production, advertising, brochures and public relations
   
24,425
     
86,208
 
Total Expenses
   
2,300,826
     
3,290,028
 
Loss before other expenses
   
(1,957,703
)
   
(3,166,551
)
 
Other Income/(Expenses):
               
Other Income – Relinquishment of Debt
   
91,511
     
-
 
Redemption Fee Expense
           
(321,292
Interest expense
   
(319,303
)
   
(202,044
)
Total Other Income/(Expenses)
   
(227,792
)    
(523,336
)
Loss before dividend
   
(2,185,495
)        
                 
Dividends Related to Warrants Issued
   
186,000
         
                 
Net loss available to common stockholders
 
$
(2,371,495
)
 
$
(3,689,887
)
                 
Net loss per share, available to common stockholders
   
(0.01
   
(0.03
                 
Weighted average number of shares, basic and diluted
   
268,365,569
     
125,879,009
 
 
See notes to Condensed Consolidated Financial Statements (unaudited).
 
 
 IMEDICOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
For the six
   
For the six
 
   
months ended
   
months ended
 
   
December 31, 2010
   
December 31, 2009
 
   
(unaudited)
   
(unaudited)
 
Cash Flows From Operating Activities:
           
Receipts from customers
 
$
8,851
   
$
69,794
 
Payments to suppliers, salaries
   
(697,241
)
   
(941,463
)
Interest paid
   
(191,118
   
(22,078
Net Cash Used in Operating Activities
   
(879,508
)
   
(893,747
)
                 
Cash Flows Used in Investing Activities:
               
Purchase of Technology & Medical Software
   
(55,000
       
Net Cash Used in Investing Activities
   
(55,000
   
-
 
                 
Cash Flows From Financing Activities:
               
Payments on notes payable
   
(44,242
)
   
(25,000
)
Short term loans proceeds
   
409,106
     
900,500
 
Sale of  common stock
   
484,000
     
-
 
Net Cash Provided by Financing Activities
   
848,864
     
875,500
 
                 
Net Increase/(Decrease) in Cash
   
(85,644
)
   
(18,247
)
                 
Cash at the Beginning of Period
   
86,644
     
52,615
 
                 
Cash at End of Period
 
$
1,000
   
$
34,368
 
             
Reconciliation of Net Loss to Net Cash
           
     Used by Operating Activities
           
Net Loss before dividend
 
$
(2,185,198
)
 
$
(3,689,887
)
Adjustments to Reconcile net income/(loss) to net cash
               
        Used by operating activities
               
Stock issued for fees and services
   
545,308
     
1,261,393
 
Depreciation & Amortization
   
1,032,653
     
1,013,624
 
Relinquishment of debt
   
(91,511
   
-
 
Loan accretion
           
321,292
 
Changes in:
               
Trade receivables
   
(334,780
   
-
 
Prepaid Expenses
   
1,310
     
(2,606
Accounts payable and accrued expenses
   
25,945
     
84,091
 
Accrued interest payable
   
127,765
     
179,966
 
Deferred income
   
(1,000
   
(61,620
     Net Cash Used in Operating Activities
 
$
(879,508
 
$
(893,747
)

See notes to Condensed Consolidated Financial Statements (unaudited).
 
 
IMEDICOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

December 31, 2010

1.           BASIS OF PRESENTATION

IMedicor, Inc., formerly Vemics, Inc. (the “Company”), builds portal-based, virtual work and learning environments  in healthcare and related industries. Our focus is twofold: iMedicor, our web-based portal which allows Physicians and other healthcare providers to exchange patient specific healthcare information via the internet while maintaining compliance with all Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) regulations, and; recently acquired ClearLobby technology, our web-based portal adjunct which provides for direct communications between pharmaceutical companies and physicians for the dissemination of  information on new drugs without the costs related to direct sales forces.   Our solutions allow physicians to use the internet in ways previously unavailable to them due to HIPAA restrictions to quickly and cost-effectively exchange and share patient medical information and to interact with pharmaceutical companies and review information on new drugs offered by these companies at a time of their choosing.
 
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 December 31, 2010, 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, 2010.
 
2.           GOING CONCERN

From inception through June 30, 2010, the Company had been devoting substantially all of its efforts to research and development of its technologies, acquisition of equipment and raising capital.  The Company has incurred operating losses to date and has an accumulated deficit of approximately $43,503,000 and $41,132,000 at December 31, 2010 and at June 30, 2010, respectively.  The Company’s activities have been primarily financed through convertible debentures, private placements of equity securities and capital lease financing.  The Company intends to raise additional capital through the issuance of debt or equity securities to fund its operations.  The financing may not be available on terms satisfactory to the Company, if at all. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist.  There is no legal obligation for either management or significant stockholders to provide additional future funding.
 
3.           NET EARNING (LOSS) 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 to 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.
 
4.           WARRANTS
 
As of December 31, 2010, following warrants were outstanding:
 
No. Shares
             
Issuable on Exercise
   
Expiration
   
Exercise Price
 
 
1,239,999
     
2011
   
$
0.60
 
 
1,430,000
     
2011
   
$
0.24
 
 
1,541,667
     
2011
   
$
0.12
 
 
4,000,000
     
2013
   
$
0.04
 
 
13,640,000
     
2013
   
$
0.03
 
 
16,160,000
     
2013 – 2015
   
$
0.05
 
                     

 
Management has not assigned a value to these warrants, as it is not practical 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 of the company’s common stock reaches certain levels.
 
 
5.           TECHNOLOGY AND MEDICAL SOFTWARE

The Company has capitalized all acquisition costs associated with the acquisition of NuScribe Inc. In addition, we have elected to capitalize all related development costs associated with completion of the site. The iMedicor product was launched in late October 2007 and we have begun to amortize its cost on a straight line basis over 60 months.  Amortization expenses were $514,694 for the three months ended December 31, 2010 and $1,029,391 for the six months ended December 31, 2010.
 
   
12/31/2010
   
6/30/2010
 
Technology and medical software 
 
$
10,293,893
   
$
10,238,892
 
Less: Accumulated Amortization      
   
6,271,498
     
5,242,107
 
   
$
4,022,395
   
$
4,996,785
 
 
6.           SHORT TERM NOTES PAYABLE
 
     
12/31/10
 
Convertible Debentures
 
$
3,111,315
 
Notes Payable
   
239,106
 
Total
 
$
3,350,421
 
 
7.           ISSUANCE OF PREFERRED AND STOCK IN EXCHANGE FOR DEBT

On December 31, 2010 the holders exchanged short and long-term debt in the aggregate amount of approximately $3,100,000 into 28 shares of Series “A” and 11 shares of Series “B” Preferred Stock of the Company and 24,918,128 shares of Common Stock of the Company to two holders of Notes issued by the Company.   Each share of Series “A” and “B” Preferred Stock represents a 1% ownership interest in the Company on a non-dilutive basis and is convertible into shares of the Company’s Common Stock after the 12 month anniversary of the issuance of such share.  Each share of Series “A” Preferred Stock carries a cumulative quarterly dividend of 2% of the original purchase price of the stock and each series “B” Preferred Stock also carries a cumulative quarterly dividend of 4.5% of the original purchase price for the first two quarters after the issuance of such share and a 2.5% cumulative quarterly dividend thereafter, payable in the Company’s Common Stock or cash, at the Company’s option. Each share of Series “A” and Series “B” preferred stock has shall be entitled to notice of any stockholders' meeting and to vote upon matters submitted to shareholders for a vote, in the same manner and with the same effect as the holders of shares of Common Stock, voting together with the holders of Common Stock as a single class to the extent permitted by law.  Holders of Series B Preferred Stock shall have that number of votes equal to the number of shares of Common Stock into which such Series B Preferred Stock is convertible.  Neither the Series “A” or Series “B” Prefered Stock is callable.
 
8.           FORGIVENESS OF ACCRUED INTEREST

As a part of the sale of Series “A” Preferred Stock to in exchange for debt, the Note holder forgave approximately $220,000 in interest accrued on the principal owed.
 
9.           REVENUE

The Company has booked revenue in the quarter ended December 31, 2010 of $260,000 based on a legacy contract which is still in force, however, the amount is being disputed by the customer and to date no funds have been received.  There can be no assurance that the full amount of the revenue booked will be received.
 
10.           SUBSEQUENT EVENTS

On February 1, 2011 the Company receive a signed subscription agreement from an accredited investor for an aggregate investment of $2,000,000 in exchange for 16 Series “B” preferred shares.  The amounts are payable in 2 tranches, with the first tranche due on or before February 22, 2011, with a five day grace period post the due date and the second tranche due on or before April 1, 2011.  Each share of Series “B” Preferred Stock represents a 1% ownership interest in the Company on a non-dilutive basis and is convertible into shares of the Company’s Common Stock after the 12 month anniversary of the issuance of such share.  Each share of Series “B” Preferred Stock also carries a cumulative quarterly dividend of 4.5% of the original purchase price for the first two quarters after the issuance of such share and a cumulative 2.5% quarterly dividend thereafter, payable in the Company’s Common Stock or cash, at the Company’s option.

 
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 (the Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  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, 2010.  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

The Company has built a portal-based, virtual work, learning and communication/collaboration environment for healthcare and related industries called iMedicor. Our primary focus shifted with our development of iMedicor, which we acquired in connection with the acquisition of NuScribe, Inc. on October 17, 2006.  Currently, our efforts are concentrated on providing secure, on-line communications, collaboration, learning and productivity solutions to healthcare and related markets, and facilitating cost-effective communications between physicians and other healthcare related workers and pharmaceutical, medical device and medical insurance companies.
 
iMedicor was initially launched in October of 2007 with early registration far exceeding our pre-launch estimates by over 200% .  In February of 2009 we re-launched iMedicor as version 2.0 with completely redesigned functionality and security.  During the redesign phase we focused less on increasing membership and more on working with a core group of physician members to address functionality within the site and make recommended changes for the launch of the 2.0 version.  Late this fiscal quarter the subscription model for iMedicor switched from a free service for all users to a $24.95 per month subscription service per physician user, with reduced rates for administrative staff within a physician’s office.  As part of the shift we offered all existing members as well as new members a sixty-day trial period at no cost.  The adoption rate from free service to paying was not what we had hoped at less than 10%, therefore we are currently revamping the cost structure of the portal, with a free layer available to all users with limited functionality.  We contemplate allowing up to a certain amount of data to be transferred for free on a monthly basis, and any member exceeding that layer will have to pay the monthly fee.  Additionally, we have development plans to expand out Electronic Medical Record interoperability capabilities within the Portal and any member wishing to use this feature would be required to pay the monthly fee.  We still expect to generate significant revenues through the growth of a paying membership base within the Portal, however our initial projections have been tempered to allow for the widespread adoption of EMR’s into physician practices, which is expected to begin to accelerate towards the end of this year as federal funds incentive dollars become available to early physician adopters of EMR’s.  

Currently multiple partnerships give us direct access to a user-base of over 530,000 physicians in the United States.  If the company enrolls only 5% of this base as paying subscribers  into iMedicor, that would equal approximately $660,000 per month in top-line revenue, or more than three times our current monthly cash needs. As we build this paying customer base over time, the Company has begun to generate revenue through the delivery of drug information on Mugard™ being offered through ClearLobby.   We expect these revenues to accelerate significantly over the next 6 – 9 months as the full marketing effort for the drug is deployed and additional insurance companies approve the drug for reimbursement to their patients.  We have several new ClearLobby programs scheduled to launch designed around pharmaceutical marketing to physicians which we expect to generate significant revenue for the Company, however the exact timing of these launches is unknown at the moment.

We recently announced the enrollment of our first Independent Physician Association (IPA) into our subscription model. Indications through our marketing efforts point to wide spread adoption of our newly launched “National Healthcare Communications Network (NHCN)”.  We are seeing significant progress with this IPA, and they have begun to use the Portal to communicate with one of the large national health insurance carriers to transmit patient specific information, which opens a merger larger spectrum for usage of the Portal than we had first envisioned.
 
Our revenue has increased due largely to a legacy contract which is still in place, however we continue to be encouraged by the increase in revenue being generated by the new programs which have just come into effect and are generated directly from the efforts of the portal and Clearlobby, the portal’s pharmaceutical marketing adjunct.

As of December 31, 2010, we require approximately $180,000 per month to fund our operations.  This amount will increase as we expand our sales and marketing efforts and continue to develop new products and services; however we do not have the funds available to increase our operations at this time.  As of the date of this filing the Company has reduced operations to a bare minimum to conserve what cash is available and costs have been further reduced from the $180,000 per month needed as of December 31, 2010.   In anticipation of the investment funds expected
 
We are currently seeking up to $5,000,000 in capital through a private placement of preferred stock, and have received a signed subscription agreement from and accredited investor for $2,000,000, payable in two tranches of $1,000,000 with the first tranche due on or before February 22, 2011, and the final tranche due on or before April 1, 2011.  While we are seeking this funding, if revenue increases to a point where we are able to sustain ourselves and increase our budget to match our growth needs, we may significantly reduce the amount of investment capital we are seeking.  The exact amount of funds raised and revenue generated, if any, will determine how aggressively we can grow and what additional projects we will be able to undertake.  
 

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon the condensed consolidated 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, the valuation of inventory, and valuation of deferred tax assets and liabilities, 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.
  
Results of Operations

Three months ended December 31, 2010 Compared to Three Months Ended December 31, 2009

The following table sets forth for the periods indicated the percentage of total revenues represented by certain items reflected in our statements of operations:

   
Three Months Ended December 31
 
   
(unaudited)
 
   
2010
   
2009
 
Net Sales and Revenues
 
$
296,034
   
$
65,832
 
Cost of Services
   
296
     
2,439
 
Gross Profit
   
295,738
     
63,143
 
                 
Operational General and Administrative Expenses
   
298,001
     
416,810
 
Depreciation and amortization
   
516,537
     
510,187
 
Stock issued for fees and services
   
254,969
     
 
Total Expenses
   
1,069,507
     
926,997
 
Loss before other income (expense)
 
$
(773,769)
   
$
(863,854
)
 
Revenues

The Company's revenues for the three months ended December 31, 2010 increased by 350% to $296,034 from $65,832 in the three months ended December 31, 2009.  The increase in revenue is due largely to a legacy contract still in force which requires a payment of approximately $260,000 in 2010.  The Company generated approximately $36,000 in revenue based on the Company’s new lines of business during this period, which is slightly down from the previous quarter.  While we had anticipated generating more revenue attributable to new lines of business in the quarter, delays in sales of Mugard by access Pharmaceuticals attributed to delays in Insurance Companies’ approvals for reimbursement to patients of the drug have delayed our ability to collect on the sales royalty due to iMedicor.

Cost of Services

Cost of services as a percentage of revenues was less than 1% for the quarter ended December 31, 2010 as compared to 3.7% for the quarter ended December 31, 2009.  The decrease is due to the reduced revenue sharing associated with our current revenue streams: however we expect the cost of goods to increase in the future as we retain outside sales and marketing representatives to generate new business for the Company on a commission basis.
  
Operational, General and Administrative Expenses
 
Operational, general and administrative expenses for the quarter ending December 31, 2010 decreased to $298,001 from $416,810, for the quarter ending December 31, 2009 or 29%.  This decrease reflects the Company’s continued effort to consolidate operations until such time that it can sustain growth through revenue generation.
 
 
Depreciation and Amortization

Depreciation and Amortization expenses increased 1% for the quarter ended December 31, 2010 to $516,537 from $510,187, for the quarter ending December 31, 2009, representing no material difference.

Loss from Operations

Income (loss) from operations for the quarter ended December 31, 2010 totaled ($773,769) compared to ($863,854) for the quarter ended December 31, 2009 or a decrease of 10%.  The decrease in loss from operations for the quarter ended December 31, 2010 was due to the Company’s election to slow operations and the legacy contract still in place for 2010, however was offset by the issuance of stock for fees in the quarter.
 
Results of Operations

Six months ended December 31, 2010 Compared to Six Months Ended December 31, 2009

The following table sets forth for the periods indicated the percentage of total revenues represented by certain items reflected in our statements of operations:

   
Six Months Ended December 31
 
   
(unaudited)
 
   
2010
   
2009
 
Net Sales and Revenues
 
$
344,631
   
$
131,414
 
Cost of Services
   
1,508
     
7,937
 
Gross Profit
   
343,123
     
123,447
 
                 
Operational General and Administrative Expenses
   
732,090
     
1,015,011
 
Depreciation and amortization
   
1,032,473
     
1,013,624
 
Stock issued for fees and services
   
515,581
     
1,261,393 
 
Total Expenses
   
2,280,144
     
3,290,028
 
Loss before other income (expense)
 
$
(1,957,703)
   
$
(3,166,551
)

Revenues

The Company's revenues for the six months ended December 31, 2010 increased by 255% to $344,631 from $131,414 in the six months ended December 31, 2009.  The increase in revenue is due in part to a legacy contract still in force which requires a payment of approximately $260,000 in 2010, however the same contract accounted for $125,000 of revenue for the same period in 2009.  The Company generated approximately $85,000 in revenue based on the Company’s new lines of business during this period, which is a significant increase from the same period in 2009, when no revenue at all was generated from any new lines of business.  

Cost of Services

Cost of services as a percentage of revenues was less than 1% for the six months ended December 31, 2010 as compared to approximately 8% for the six months ended December 31, 2009.  The decrease is due to the reduced revenue sharing associated with our current revenue streams: however we expect the cost of goods to increase in the future as we retain outside sales and marketing representatives to generate new business for the Company on a commission basis.
  
Operational, General and Administrative Expenses
 
Operational, general and administrative expenses for the six months ending December 31, 2010 decreased to $732,090, from $1,015,011 for the six months ending December 31, 2009 or 30%.  This decrease reflects the Company’s continued effort to consolidate operations until such time that it can sustain growth through revenue generation.
 
 
Depreciation and Amortization

Depreciation and Amortization expenses increased 2% for the six months ended December 31, 2010 to $1,032,653 from $1,013,624, for the six months ending December 31, 2009, representing no material difference.

Loss from Operations

Income (loss) from operations for the six months ended December 31, 2010 totaled ($1,957,703) compared to ($3,166,551) for the six months ended December 31, 2009 or a decrease of 38%.  The decrease in loss from operations for the six months ended December 31, 2010 was due to a combination of the Company’s election to significantly slow operations to conserve cash in 2010, and a reduction in shares issued for fees.

Liquidity and Capital Resources

Cash and cash equivalents were $1,000 at December 31, 2010 compared to $86,644 at June 30, 2010.

Net cash used by operating activities was $879,508 for the six months ended December 31, 2010 as compared to $893,747 for the six months ended December 31, 2009,  representing no material difference.

Net cash used by investing activities was $55,000 for the six months ended December 31, 2010 as compared to cash used by investing activities of $-0- for the six months ended December 31, 2009.  The difference is due to increased development of the iMedicor portal.

Net cash provided by financing activities was $848,864 for the six  months ended December 31, 2010 as compared to net cash used by financing activities of $895,500 for the six  months ended December 31, 2009, representing no material difference.

Due to our serious cash position and the lack of adequate sales revenue as the Portal is just beginning to generate sales, the Company has continued to reduce costs where possible, including eliminating non-essential staff positions and eliminating non-essential operating costs as well as reducing salaries of current employees.

The Company continues to operate at a loss and is projected to do so until the third or fourth quarter of this fiscal year.  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.
 
Off-Balance Sheet Arrangements
 
The Company does not have any off-Balance Sheet Arrangements that are likely to have a current or future affect on our financial condition, revenues, results of operations, liquidity, or future effect on capital expenditures.
 
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 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 December 31, 2010, the period covered by this Form 10-Q.

Based on this evaluation, our 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 SEC rules and forms.
 
(b)  Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three-months ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
PART II – OTHER INFORMATION

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
On December 31, 2010 the Company sold, in a private placement made in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), to certain accredited investors (the “Investors”) 28 shares of Series “A” Preferred Stock in the Company to accredited investors (the “Investors”), pursuant to the Modification Agreement with Sonoran Pacific Resources dated December 31, 2010.  The purchase price was $64,285.71 for one share of Series “A” Preferred Stock, or a total aggregate investment by the Investors of $1,800,000.
 
Each share of Series “A” Preferred Stock represents a 1% ownership interest in the Company on a non-dilutive basis and is convertible into shares of the Company’s common stock after the 12 month anniversary of the issuance of such share of Series “A” Preferred Stock.  Each share of Series “A” Preferred Stock also carries a cumulative quarterly dividend of 2% of the original purchase price payable in the Company’s Common Stock or cash, at the Company’s option.

On December 31, 2010 the Company sold, in a private placement made in reliance upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), to an accredited investors (the “Investor”) 11 shares of Series “B” Preferred Stock of the Company and 24,918,128 shares of Common Stock of the Company in exchange for a Unsecured Promissory Note, dated June 30, 2008, issued by the Company to the investor with an aggregate value of $2,096,725.14 which includes the original principal amount of the Note and accrued Interest from the date of issuance of the Note.  The purchase price was $100,000 for one share of Series “B” Preferred Stock and $0.04 for one share of common stock.  The total reduction in debt to the company is $2,096,725.14
 
Each share of Series “B” Preferred Stock represents a 1% ownership interest in the Company on a non-dilutive basis and is convertible into shares of the Company’s Common Stock after the 12 month anniversary of the issuance of such share of Series “B” Preferred Stock.  Each share of Series “B” Preferred Stock also carries a cumulative quarterly dividend of 4.5% of the original purchase price for the first two quarters after the issuance of such share and a cumulative 2.5% quarterly dividend thereafter, payable in the Company’s Common Stock or cash, at the Company’s option.
 
ITEM 5.  OTHER INFORMATION
 
ITEM 6.  EXHIBITS
 
4.1
 
Secured Convertible Promissory Note of the Company dated April 18, 2009*
     
4.2
  
Modification Agreement dated December 31, 2010**
     
4.3
 
Secured Convertible Promissory Note dated December 31, 2010**
     
4.4
 
Series “A” Preferred Stock Description**
     
4.5   
Series "B" Preferred Stock Subscription Agreement**
     
4.6    Series “B” Preferred Stock Description**
     
31.1   Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a).
     
31.2   Certification of the Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a).
     
32   Certification of the President and Chief Executive Officer and Chief Financial Officer and Treasurer pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002.
             
*           Incorporated by reference to the Company’s 8-K filing dated May 5, 2009
**       Incorporated by reference to the Company’s 8-K filing dated January 18, 2011
 
 
 
SIGNATURES
 
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.

 
IMedicor, Inc.
(Registrant)
 
       
Date: February 22, 2011
By:
/s/ Fred Zolla
 
   
Fred Zolla
 
   
President and Chief Executive Officer
(Principal Executive Officer)
 
       
 
Date: February 22, 2011
By:
/s/ Craig Stout
 
   
Craig Stout
 
   
Interim Chief Financial Officer
(Principal Accounting Officer)