Form 8-K
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): September 29, 2009
Lifevantage
Corporation
(Exact name of registrant as
specified in its charter)
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California |
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000-30489 |
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90-0224471 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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11545 W. Bernardo Court,
Suite 301, San Diego, California
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92127 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (858) 312-8000
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(Former name or former address if changed since last report.) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 2.02 Results of Operations
and Financial Condition
On September 29,
2009, Lifevantage Corporation issued a press release entitled,
“Lifevantage Announces Fourth Quarter and Fiscal Year 2009
Financial and Operating Results”. The press release is attached as
Exhibit 99.1 hereto, which is furnished under Item 2.02 of this
report and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”) or
the Exchange Act, regardless of any general incorporation language in such
filing.
Item 7.01 Regulation FD
Disclosure
On September 29,
2009, Lifevantage Corporation issued a press release entitled,
“Lifevantage Announces Fourth Quarter and Fiscal Year 2009
Financial and Operating Results”. The press release is attached as
Exhibit 99.1 hereto, which is furnished under Item 7.01 of this
report and shall not be deemed to be “filed” for purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01 Exhibits
99.1 Press release,
dated September 29, 2009, entitled, “Lifevantage
Announces Fourth Quarter and Fiscal Year 2009 Financial and Operating
Results”.
2
SIGNATURES
Pursuant to the requirements 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.
Date: September 30, 2009
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LIFEVANTAGE CORPORATION |
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By: |
/s/ Carrie E. Carlander |
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Carrie E. Carlander
Chief Financial Officer |
3
EXHIBIT INDEX
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Exhibit Number |
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Description |
99.1 |
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Press release, dated September 29, 2009, entitled, “Lifevantage
Announces Fourth Quarter and Fiscal Year 2009 Financial and Operating Results”. |
4
Exhibit 99.1
Exhibit 99.1
LIFEVANTAGE ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2009 FINANCIAL AND
OPERATING RESULTS
San Diego, CA, September 29, 2009, LifeVantage Corporation (OTCBB: LFVN), a science-based, natural
products company dedicated to helping people reach their health and wellness goals through
science-based solutions for oxidative stress and the maker of both Protandim® and TrueScience
Anti-Aging Cream, announced today fourth quarter and fiscal year 2009 financial and operating
results.
The Company recorded net revenues of $4.1 million and a net loss of ($9.1) million, or ($0.23) per
share, for its year ended June 30, 2009. For its year ended June 30, 2008, the Company recorded net
revenues of $3.2 million and a net loss of ($2.1) million or ($0.09) per share.
During its fourth quarter fiscal year 2009, the Company recorded net revenue of $1.6 million, which
represents an increase of approximately 150% from the net revenue of $0.6 million for the third
quarter fiscal year 2009 and a net loss of ($5.3) million or ($0.11) per share. During its fourth
quarter fiscal year 2008, the Company recorded net revenues of $0.8 million and a net loss of
$(0.7) million, or $(0.03) per share.
This past fiscal year has been a transitional one for LifeVantage, stated David W. Brown,
President & CEO. We entered the multi-billion dollar network marketing industry, by far the
fastest growing sales channel for dietary supplements, and we believe, the best avenue for
marketing the Companys products. Furthermore, we announced a unique inside-out approach to
anti-aging with the launch of our second product, TrueScience Anti-Aging Cream. On the inside of
the body, Protandim, our flagship nutritional supplement, has been clinically proven to reduce the
rate of cellular aging. Offering a unique, effective skin care product to address the skin, or the
outside, was a logical extension of our Protandim product line. Continuing with our expansion, we
entered the international market with a pre-launch in Mexico, which ranks among the top five
countries in terms of network marketing, with a full launch anticipated later this year.
The increase in yearly as well as fourth quarter revenue is directly attributable to our launch
into network marketing as well as the addition of a team of some of the most sought after and
highest producing independent distributors in the network marketing industry, added Brown.
Furthermore, we believe our executive team members, CFO Carrie Carlander and COO Kirby Zenger,
have proven to be tremendous assets to the Company. Carrie has an impressive background and track
record with dynamic public companies with proven abilities in corporate governance, strategic
planning, investor relations, and finance. Kirby brings varied and invaluable experience from the
network marketing industry as well as traditional business and has a proven track record in
building and growing network marketing sales organizations at an impressive rate. We believe the
team we now have in place can best continue to move the Company forward and significantly impact
the growth of our network marketing distribution model.
Carrie Carlander, CFO, added: Earlier this year, LifeVantage launched into the network marketing
sales channel and we look forward to continuing to realize the benefits of our new team and revenue
model. Most of the expenses related to the addition of the new team, marketing expenses necessary
to re-launch the Company and our second product, TrueScience Anti-Aging Cream, as well as
litigation expenses have now been recognized. We have also implemented reductions in overhead and
operating expenses and moving forward we are poised to execute our growth plans with a more
efficient corporate and operational structure.
Key Corporate Developments
Third Patent for Protandim Issued
In September 2009, the Company announced that it had been granted a third patent for Protandim,
"Methods for Enhancing Antioxidant Enzyme Activity and Reducing C-Reactive Protein Levels, which
was issued on August 25, 2009. This patent claims the use of Protandim for increasing antioxidant
enzyme activity and further documents Protandims effect on antioxidant enzymes in vivo, describing
anti-inflammatory effects such as the lowering of C-reactive protein. C-reactive protein is widely
considered by doctors and researchers as an indicator of the amount of inflammation present in the
body. Elevated basal levels of C-reactive protein are considered risk factors for diabetes,
hypertension, and cardiovascular disease.
Mexico Pre-Launch Announced
In August 2009, the Company announced that it was entering the international market with a
pre-launch in Mexico, one of the top network marketing countries in the world, with independent
distributor applications and orders being accepted in anticipation of a launch later this year.
Network marketing companies have traditionally achieved outstanding results in Mexico and that,
coupled with the fact that LifeVantage has strong distributor relationships in the country, were
key factors in the expansion decision. As well, nutrition and wellness product sales are booming in
Mexico and the Company believes that Protandim and TrueScience are ideal for this market,
especially with the research and science that supports the Companys products.
TrueScience Anti-Aging Cream Launched
In June 2009, the Company launched its LifeVantage TrueScience Anti-Aging Cream, a
scientifically-based, groundbreaking and unique skin care product which includes natural and
effective ingredients, including those found in Protandim. This new, proprietary skin care formula
was developed in association with Kimberly Stone, M.D., a Denver-based board certified
dermatologist, and is formulated to protect the skin from a variety of factors that contribute to
aging and the symptoms of unhealthy skin.
Peer-Reviewed Publications Surrounding Protandim
During fiscal year 2009, several peer-reviewed preclinical studies involving our flagship product
Protandim, were published.
In April 2009, the findings from a Louisiana State University peer-reviewed study were published in
the journal PLoS ONE, an international, peer-reviewed, open-access journal published by the Public
Library of Science. The abstract was entitled Protandim, a Fundamentally New Antioxidant Approach
in Chemoprevention Using Mouse Two-Stage Skin Carcinogenesis as a Model. A two-stage mouse skin
carcinogenesis study was performed to investigate whether Protandim could suppress tumor formation
by a dietary approach. The preclinical study concluded that overall, induction of antioxidant
enzymes by Protandim may serve as a practical and potent approach for cancer prevention.
In February 2009, the results of a preclinical study were published in the journal Free Radical
Biology and Medicine. The study was conducted by scientists at the University of Colorado Denver
and Ochsner Medical Center and demonstrated that all five of Protandims active ingredients
contribute synergistically to the compositions activity, allowing it to work at low,
pharmacologically attainable doses of each. Even low doses of Protandim were shown to induce human
cells to increase their production of many antioxidant enzymes, and other anti-aging factors.
Furthermore, this study demonstrated that the synergistic impact of the active ingredients used in
the formulation of Protandim increases the cells production of glutathione, a key antioxidant and
anti-aging factor, by more than 300 percent, as well as increases the important antioxidant enzyme
heme oxygenase-1. Glutathione plays a key role in the immune system and when glutathione levels
drop, a persons ability to fight disease decreases. The study also demonstrated that Protandim
delivered antioxidant benefits to cells in ways that are not affected at all by conventional direct
antioxidants such as vitamins E and C.
Protandim is currently the subject of approximately 20 independent scientific studies at various
universities and research facilities. The nature and stages of the studies vary, as some are still
in planning stages, while other studies are currently in progress. Universities and institutions
conducting research include the University of Colorado; Colorado State University; Denver Health
Medical Center; Childrens Hospital, Denver; the University of Florida; the University of Kentucky;
the University of Michigan; Louisiana State University; Ohio State University; Vanderbilt
University; Glamorgan University, Wales; Sahlgrenska University Hospital, Sweden; Harvard
University; and the Mexican Institute of Social Security, Mexico City. The various studies deal
with the alleviation of oxidative stress under the following conditions: altitude sickness,
non-alcoholic steatohepatitis, lung antioxidant status in withdrawing alcoholics, autonomic
physiology and aging, skin cancer, photoaging of the skin, osteoarthritis, HIV/AIDS-associated
lipodystrophy, pulmonary hypertension, periodontal disease, heart disease, coronary artery bypass
graft failure, asthma, Duchenne muscular dystrophy, metabolic syndrome, and optic neuropathy.
About LifeVantage Corporation
LifeVantage Corporation is a publicly traded (OTCBB: LFVN), science-based, nutraceutical company
dedicated to helping people reach their health and wellness goals. Founded in 2003 and based in San
Diego, CA, LifeVantage develops products, including Protandim®, that deliver significant
health benefits to consumers. For more information, visit www.LifeVantage.com.
About Protandim®
Protandim® is a clinically proven supplement that provides substantial benefits for
healthy aging. This patented indirect antioxidant therapy works in a very different way than
conventional foods such as red wine, oranges, blueberries or other popular antioxidant supplements.
Unlike those types of products that have proven to be largely ineffective in reducing oxidative
stress caused by free radicals, Protandim® is an indirect antioxidant therapy, which
stimulates the bodys production of its own powerful antioxidant enzymes. Protandim®
works at the cellular level, triggering cells to naturally increase production of protective
antioxidant enzymes such as superoxide dismutase (SOD), catalase, and glutathione synthase.
A peer-reviewed human clinical study showed that after Protandim® was taken for 30
consecutive days, important biochemical markers of aging were decreased by an average of 40%. The
study also reported that these markers of aging were reduced in the subjects taking
Protandim® to the level of a typical 20 year old. Protandim® is currently the
subject of approximately 20 scientific studies at various universities and research facilities. The
nature and stages of the studies vary, as some of the testing is at a preliminary stage, while
other studies using Protandim® are currently in progress. For more information about
Protandim®, visit www.LifeVantage.com.
About LifeVantage TrueScience Anti-Aging Cream
LifeVantage TrueScience is scientifically-based and contains cutting-edge ingredients,
including those found in Protandim®. LifeVantage TrueScience Anti-Aging
Cream gives skin a beautiful, even and smooth tone, diminishes the appearance of fine lines and
wrinkles, and provides a vibrant and glowing appearance. LifeVantage TrueScience also
improves skin smoothness and pigmentation, while increasing skin moisture. For more information
about LifeVantage TrueScience, visit www.LifeVantage.com.
Forward Looking Statements
This document contains forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Words and expressions reflecting optimism,
satisfaction or disappointment with current prospects, as well as words such as believe, hopes,
intends, estimates, expects, projects, plans, anticipates and variations thereof,
identify forward-looking statements, but their absence does not mean that a statement is not
forward-looking. Such forward-looking statements are not guarantees of performance and the
Companys actual results could differ materially from those contained in such statements. These
forward-looking statements are based on the Companys current expectations and beliefs concerning
future events affecting the Company and involve known and unknown risks and uncertainties that may
cause the Companys actual results or outcomes to be materially different from those anticipated
and discussed herein. These risks and uncertainties include, among others, the potential failure or
unintended negative consequences of the implementation of our network marketing sales channel; our
ability to retain independent distributors or to attract new independent distributors on an ongoing
basis; the potential for third party and governmental actions involving our network marketing sales
channel; the potential for product liability claims against the Company; the risk that government
regulators and regulations could adversely affect our business; future laws or regulations may
hinder or prohibit the production or sale of our existing product and any future products;
unfavorable publicity could materially hurt our business; and the Companys ability to protect our
intellectual property rights and the value of our product. These and other risk factors are
discussed in greater detail in the Companys Annual Report on Form 10-K and Quarterly Report on
Form 10-Q under the caption Risk Factors, and in other documents filed by the Company from time
to time with the Securities and Exchange Commission. The Company cautions investors not to place
undue reliance on the forward-looking statements contained in this document. All forward-looking
statements are based on information currently available to the Company on the date hereof, and the
Company undertakes no obligation to revise or update these forward-looking statements to reflect
events or circumstances after the date of this document, except as required by law.
*These statements have not been evaluated by the Food and Drug Administration. This product is not
intended to diagnose, treat, cure or prevent any disease.
Investor Contact:
Ioana C. Hone
(858) 312-8000 Ext. 4
Media Contact:
For LifeVantage Corporation
Jan Strode, 619-890-4040
Jean Golden, 612-385-2324
LIFEVANTAGE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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For the years ended |
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June 30, 2009 |
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June 30, 2008 |
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Sales, net |
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$ |
4,141,304 |
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$ |
3,200,174 |
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Cost of sales |
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852,804 |
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695,386 |
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Gross profit |
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3,288,500 |
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2,504,788 |
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Operating expenses: |
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Sales and marketing |
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4,107,768 |
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1,655,461 |
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General and administrative |
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6,588,414 |
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2,108,338 |
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Research and development |
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224,366 |
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|
324,106 |
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Depreciation and amortization |
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173,030 |
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219,690 |
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Total operating expenses |
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11,093,578 |
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4,307,595 |
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Operating (loss) |
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|
(7,805,078 |
) |
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|
(1,802,807 |
) |
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Other income and (expense): |
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Interest income |
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20,474 |
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|
45,315 |
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Interest (expense) |
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(1,330,030 |
) |
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(296,947 |
) |
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|
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Total other (expense) income |
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(1,309,556 |
) |
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(251,632 |
) |
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Net (loss) |
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$ |
(9,114,634 |
) |
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$ |
(2,054,439 |
) |
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Net (loss) per share, basic and diluted |
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$ |
(0.23 |
) |
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$ |
(0.09 |
) |
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Weighted average shares outstanding, basic and diluted |
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40,360,592 |
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22,710,096 |
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The Notes included in the Form 10-K for the year ended June 30, 2009 are an integral part of these financial statements.
LIFEVANTAGE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, 2009 |
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June 30, 2008 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
608,795 |
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$ |
196,883 |
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Restricted Cash |
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259,937 |
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Marketable securities, available for sale |
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520,000 |
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1,100,000 |
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Accounts receivable, net |
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648,116 |
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98,008 |
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Equity raise receivable |
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|
119,750 |
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Inventory |
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740,014 |
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|
104,415 |
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Deferred expenses |
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|
10,000 |
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|
72,049 |
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Deposit with manufacturer |
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|
6,482 |
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|
277,979 |
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Prepaid expenses |
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72,738 |
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|
124,049 |
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Total current assets |
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2,985,832 |
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|
1,973,383 |
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Long-term assets |
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Marketable securities, available for sale |
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130,000 |
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Property and equipment, net |
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274,741 |
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|
63,559 |
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Intangible assets, net |
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2,175,281 |
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|
2,270,163 |
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Deferred debt offering costs, net |
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|
83,023 |
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|
193,484 |
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Deposits |
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|
66,795 |
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|
48,447 |
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TOTAL ASSETS |
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$ |
5,715,672 |
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$ |
4,549,036 |
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LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY |
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Current liabilities |
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Accounts payable |
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$ |
2,029,290 |
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$ |
139,803 |
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Accrued expenses |
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|
822,024 |
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|
338,268 |
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Deferred revenue |
|
|
|
|
|
|
510,765 |
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Escrow for equity offering |
|
|
259,937 |
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|
|
|
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Revolving line of credit and accrued interest |
|
|
581,444 |
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|
|
166,620 |
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Capital lease obligations, current portion |
|
|
41,490 |
|
|
|
846 |
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|
|
|
|
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Total current liabilities |
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|
3,734,185 |
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|
|
1,156,302 |
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|
|
|
|
|
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Long-term liabilities |
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|
|
|
|
|
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Deferred rent |
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|
23,677 |
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|
|
|
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Derivative warrant liability |
|
|
8,429,710 |
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Convertible debt, net of discount |
|
|
382,194 |
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|
|
223,484 |
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|
|
|
|
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Total liabilities |
|
|
12,569,766 |
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|
|
1,379,786 |
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|
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|
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Commitments and contingencies |
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Stockholders (deficit) equity |
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Preferred stock par value $.001, 50,000,000 shares
authorized, no shares issued or outstanding |
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|
|
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Common stock, par value $.001,
250,000,000 shares authorized
and 53,968,628 and 24,766,117 issued and
outstanding as of June 30,
2009 and 2008, respectively |
|
|
|
|
|
|
|
|
|
|
|
53,969 |
|
|
|
24,766 |
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Additional paid-in capital |
|
|
16,964,927 |
|
|
|
17,902,840 |
|
Accumulated (deficit) |
|
|
(23,872,990 |
) |
|
|
(14,758,356 |
) |
|
|
|
|
|
|
|
Total stockholders (deficit) equity |
|
|
(6,854,094 |
) |
|
|
3,169,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY |
|
$ |
5,715,672 |
|
|
$ |
4,549,036 |
|
|
|
|
|
|
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|
The Notes included in the Form 10-K for the year ended June 30, 2009 are an integral part of these financial statements.