DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
(a development stage company)
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
December 31,
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2013
|
|
|
|
(unaudited)
|
|
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
103,998
|
|
|
$
|
8
|
|
Prepaid expenses
|
|
|
868,500
|
|
|
|
1,533
|
|
Total current assets
|
|
|
972,498
|
|
|
|
1,541
|
|
|
|
|
|
|
|
|
|
|
Long-term assets:
|
|
|
|
|
|
|
|
|
Patent rights
|
|
|
83,900
|
|
|
|
83,900
|
|
Total long-term assets
|
|
|
83,900
|
|
|
|
83,900
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,056,398
|
|
|
$
|
85,441
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
70,758
|
|
|
$
|
81,154
|
|
Related party payables
|
|
|
164,300
|
|
|
|
105,006
|
|
Notes payable to stockholders
|
|
|
-
|
|
|
|
2,000
|
|
Accrued payroll and taxes
|
|
|
-
|
|
|
|
12,880
|
|
Related party notes payable
|
|
|
179,947
|
|
|
|
424,115
|
|
Total current liabilities
|
|
|
415,005
|
|
|
|
625,155
|
|
|
|
|
|
|
|
|
|
|
Long term liabilities:
|
|
|
|
|
|
|
|
|
Convertible note to stockholders, net of debt discount of $868,852 and $305,882, respectively
|
|
|
348,648
|
|
|
|
319,118
|
|
Total Long term liabilities
|
|
|
348,648
|
|
|
|
319,118
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
763,653
|
|
|
|
944,273
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
|
|
|
|
|
|
Preferred stock ($0.001 par value: 1,000,000 shares authorized;
none issued and outstanding)
|
|
|
-
|
|
|
|
-
|
|
Common stock ($0.001 par value: 249,000,000 shares authorized;
36,230,953 and 31,580,001 shares issued and outstanding at
December 31, 2013 and June 30, 2013, respectively)
|
|
|
36,231
|
|
|
|
31,580
|
|
Additional paid in capital
|
|
|
4,622,975
|
|
|
|
1,895,617
|
|
Deficit accumulated during the development stage
|
|
|
(4,366,461
|
)
|
|
|
(2,786,029
|
)
|
Total stockholders’ equity
|
|
|
292,745
|
|
|
|
(858,832
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
1,056,398
|
|
|
$
|
85,441
|
|
See accompanying notes to unaudited condensed consolidated financial statements
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
(a development stage company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
For the Six Months Ended
December 31,
|
|
|
For the Three Months Ended
December 31,
|
|
|
February 22, 2010
(date of inception)
through
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
$
|
1,046,099
|
|
|
$
|
195,851
|
|
|
$
|
564,700
|
|
|
$
|
42,431
|
|
|
$
|
3,150,170
|
|
Research and development costs
|
|
|
177,160
|
|
|
|
108,500
|
|
|
|
88,960
|
|
|
|
-
|
|
|
|
289,738
|
|
Depreciation
|
|
|
-
|
|
|
|
357
|
|
|
|
-
|
|
|
|
143
|
|
|
|
1,711
|
|
Marketing expenses
|
|
|
87,109
|
|
|
|
-
|
|
|
|
33,768
|
|
|
|
-
|
|
|
|
90,744
|
|
Total operating expenses
|
|
|
1,310,368
|
|
|
|
304,708
|
|
|
|
687,428
|
|
|
|
42,574
|
|
|
|
3,532,363
|
|
Other (income) expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of debt discount
|
|
|
206,736
|
|
|
|
33,750
|
|
|
|
123,648
|
|
|
|
16,875
|
|
|
|
348,667
|
|
Interest expense
|
|
|
63,328
|
|
|
|
14,850
|
|
|
|
43,709
|
|
|
|
8,100
|
|
|
|
88,431
|
|
Purchase of shell
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
397,000
|
|
Total other (income) expense
|
|
|
270,064
|
|
|
|
48,600
|
|
|
|
167,357
|
|
|
|
24,975
|
|
|
|
834,098
|
|
Net operating loss
|
|
|
(1,580,432
|
)
|
|
|
(353,308
|
)
|
|
|
(854,785
|
)
|
|
|
(67,549
|
)
|
|
|
(4,366,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(1,580,432
|
)
|
|
|
(353,308
|
)
|
|
|
(854,785
|
)
|
|
|
(67,549
|
)
|
|
|
(4,366,461
|
)
|
Income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net loss
|
|
$
|
(1,580,432
|
)
|
|
$
|
(353,308
|
)
|
|
$
|
(854,785
|
)
|
|
$
|
(67,549
|
)
|
|
$
|
(4,366,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
33,372,121
|
|
|
|
31,180,001
|
|
|
|
33,816,414
|
|
|
|
31,180,001
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
(a development stage company)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
For the Six Months Ended
December 31,
|
|
|
February 22, 2010
(date of inception)
through
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,580,432
|
)
|
|
$
|
(353,308
|
)
|
|
$
|
(4,366,461
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
-
|
|
|
|
357
|
|
|
|
1,711
|
|
Accretion of debt discount
|
|
|
206,736
|
|
|
|
33,750
|
|
|
|
348,667
|
|
Warrants issued for research and development
|
|
|
65,660
|
|
|
|
108,500
|
|
|
|
174,160
|
|
Stock compensation related to stock options
|
|
|
123,250
|
|
|
|
-
|
|
|
|
369,750
|
|
Stock issued for services
|
|
|
691,000
|
|
|
|
-
|
|
|
|
1,003,000
|
|
Supplies contributed for founder’s shares
|
|
|
-
|
|
|
|
-
|
|
|
|
10,650
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(10,396
|
)
|
|
|
34,006
|
|
|
|
70,758
|
|
Related party payables
|
|
|
83,487
|
|
|
|
12,867
|
|
|
|
580,108
|
|
Prepaid expenses
|
|
|
(28,467
|
)
|
|
|
-
|
|
|
|
(30,000
|
)
|
Accrued payroll and taxes
|
|
|
(12,880
|
)
|
|
|
-
|
|
|
|
-
|
|
Net cash used in operating activities
|
|
|
(462,042
|
)
|
|
|
(163,828
|
)
|
|
|
(1,837,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized patent costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(27,300
|
)
|
Purchases of computer equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,711
|
)
|
Net cash used in investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
(29,011
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Founders capital contribution
|
|
|
-
|
|
|
|
-
|
|
|
|
3,250
|
|
Proceeds from issuance of common stock and warrants, net of offering costs
|
|
|
-
|
|
|
|
-
|
|
|
|
791,884
|
|
Notes payable to related parties
|
|
|
1,600
|
|
|
|
-
|
|
|
|
2,100
|
|
Repayment of notes payable to related parties
|
|
|
(26,068
|
)
|
|
|
-
|
|
|
|
(44,068
|
)
|
Repayment of notes payable to stockholders
|
|
|
(5,720
|
)
|
|
|
-
|
|
|
|
(25,210
|
)
|
Notes payable to stockholders
|
|
|
596,220
|
|
|
|
170,000
|
|
|
|
1,242,710
|
|
Net cash flows provided by financing activities:
|
|
|
566,032
|
|
|
|
170,000
|
|
|
|
1,970,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
103,990
|
|
|
|
6,172
|
|
|
|
103,998
|
|
Cash and cash equivalents- beginning of period
|
|
|
8
|
|
|
|
4,185
|
|
|
|
-
|
|
Cash and cash equivalents- end of period
|
|
$
|
103,998
|
|
|
$
|
10,357
|
|
|
$
|
103,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income tax
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure on non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of patent rights for related party payable and common stock issuable
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
56,600
|
|
Issuance of common stock issuable
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,600
|
|
Beneficial conversion feature on convertible note
|
|
$
|
769,706
|
|
|
$
|
-
|
|
|
$
|
1,217,519
|
|
Conversion of related party payables into notes payable
|
|
$
|
-
|
|
|
$
|
356,700
|
|
|
$
|
441,615
|
|
Conversion of short term notes payable into long term note payable
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
240,000
|
|
Stock issued for prepaid services
|
|
$
|
1,474,500
|
|
|
$
|
-
|
|
|
$
|
1,474,500
|
|
Stock issued for satisfaction of accounts payable
|
|
$
|
7,500
|
|
|
$
|
-
|
|
|
$
|
7,500
|
|
Conversion of related party notes payable into stock
|
|
$
|
219,700
|
|
|
$
|
-
|
|
|
$
|
219,700
|
|
See accompanying notes to unaudited condensed consolidated financial statements
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
Overview
Discount Dental Materials, Inc., a development stage company (“Discount Dental” or “Company”), was incorporated on December 18, 2007 under the laws of Nevada. The Company is a developmental stage biomedical company and through its wholly-owned subsidiary, Cerebain Biotech Corp., the Company’s business revolves around the development of products for the treatment of Alzheimer’s disease utilizing Omentum. The Company’s planned products include both a medical device solution as well as a synthetic drug solution.
Cerebain Biotech Corp. was incorporated on February 22, 2010, in the State of Nevada, as Cerebain Biotech Corp.
On January 17, 2012, the holders of a majority of Discount Dental’s common stock entered into a Stock Purchase Agreement with Cerebain Biotech Corp., a Nevada corporation, under which Cerebain agreed to purchase an aggregate of 3,800,000 shares of its common stock from those shareholders in exchange for $296,000. These shares represent approximately 90% of Discount Dental’s outstanding common stock (after taking into account the cancellation of 6,000,000 shares of Discount Dental’s common stock by R. Douglas Barton under the Spinoff Agreement as discussed herein). The transaction closed February 9, 2012. Concurrently with the close of the transaction, Discount Dental closed a transaction with the shareholders of Cerebain whereby it issued 4,556,800 shares of Discount Dental’s common stock in exchange for 22,784,000 shares of Cerebain’s common stock, which represented 100% of Cerebain’s outstanding common stock. In addition, concurrent with these two transactions, Discount Dental closed a transaction with its primary shareholder, Mr. R. Douglas Barton, whereby Discount Dental sold all of its assets in exchange for Mr. Barton assuming all of our then-existing liabilities, as well as the return of 6,000,000 shares of Discount Dental’s common stock.
As a result of these transactions: (i) Cerebain became Discount Dental’s wholly-owned subsidiary, (ii) all of its officers and one of its directors resigned immediately, and Discount Dental appointed one new director and retained new executive officers; and (iii) Discount Dental changed its business focus from one selling disposable dental supply products at discount prices over the Internet to one focusing on researching, developing, and testing medicinal treatments utilizing omentum under a patent Cerebain, its now wholly-owned subsidiary, licenses from Dr. Surinder Singh Saini, MD.
Discount Dental’s only operations are conducted through its wholly-owned subsidiary, Cerebain. In accordance with financial reporting for reverse merger transactions the financial reporting contained herein is only that of Cerebain and does not include Discount Dental’s financial results.
NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES
The financial statements as of December 31, 2013 and for the three and six months ended December 31, 2013 and 2012 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended June 30, 2013 included on Form 10-K/A filed with the Securities and Exchange Commission on October 4, 2013.
NOTE 2 – BASIS OF PRESENTATION
The Company operates in one segment in accordance with accounting guidance Financial Accounting Standards Board (“FASB”) ASC Topic 280,
Segment Reporting
. Our Principal Executive Officer has been identified as the chief operating decision maker as defined by FASB ASC Topic 280.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
The Accounting Standards Codification ("Codification" or "ASC") is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants.
Description of Business
Development Stage Company
The Company is a development stage company as defined by ASC section 915-10-20. Although the Company’s planned principal operations have commenced it is still devoting substantially all of its efforts on establishing the business. All losses accumulated since inception has been considered as part of the Company's development stage activities.
Fiscal year end
The Company’s fiscal year end is June 30.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had a deficit accumulated during the development stage of $4,366,461 and $2,786,029 at December 31, 2013 and June 30, 2013, respectively, and had a net loss of $1,580,432 and $353,308 for the six months ended December 31, 2013 and 2012, respectively, and net cash used in operating activities of $462,042 and $163,828 for the six months ended December 31, 2013 and 2012, respectively, with no revenue earned since inception. These matters, among others, raise substantial doubt about our ability to continue as a going concern.
While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
Use of Estimates
The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: useful lives and residual values of long-lived assets, the valuation of equity instruments and the valuation of warrants and options. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of Discount Dental Materials, Inc. and its wholly-owned subsidiary, Cerebain Biotech Corp. (collectively hereinafter referred to as the “Company”). There are no material intercompany transactions.
Revenue Recognition
The Company expects to recognize revenues in accordance with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.
Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of six months or less to be cash equivalents. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time, however, the Company has not experienced any such losses.
Income Taxes
The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740,
“Income Taxes,”
the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not.
The Company accounts for income tax under the provisions of FASB ASC Topic 740,
“Income Taxes”
, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.
Advertising Costs
Advertising costs are recorded as general and administrative expenses when they are incurred. Advertising costs charged to operations were $87,109 and none for the six months ended December 31, 2013 and 2012, respectively, and $33,768 and none for the three months ended December 31, 2013 and 2012, respectively, and are included in marketing costs in the accompanying consolidated statements of operations..
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
Research and Development
The Company expenses the cost of research and development as incurred. Research and development costs charged to operations were $177,160 and $108,500 for the six months ended December 31, 2013 and 2012, respectively, and $88,960 and none for the three months ended December 31, 2013 and 2012, respectively, and are included in research and development costs in the accompanying consolidated statements of operations.
Long-lived Assets
The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets with finite useful lives) are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360, “
Property, Plant, and Equipment”,
and FASB ASC Topic 205 “
Presentation of Financial Statements
”. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through December 31, 2013, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company’s products or services will continue, which could result in an impairment of long-lived assets in the future.
Convertible Debt
In accordance with ASC Topic 470-20, “
Debt with Conversion and Other Options
”, conventional convertible debt
is a financial instrument in which the holder may only realize the value of the conversion option by exercising the option and receiving the entire proceeds in a fixed number of shares or the equivalent amount of cash. Conventional convertible debt with a non-detachable conversion feature that does not contain a cash settlement option, and is not accounted for as a derivative, is recorded as a debt instrument in its entirety.
Non-Cash Equity Transactions
Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.
Accounting for Derivative Financial Instruments
The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, “
Derivative Instruments and Hedging: Contracts in Entity’s Own Equity
” (“ASC Topic 815-40”). The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
Fair Value of Financial Instruments
The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2013, and June 30, 2013, the fair value of cash, prepaid expenses, accounts payable, related party payables, and notes payable to stockholders approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.
Fair Value Measurements
FASB ASC Topic 825 “Financial Instruments,” requires disclosure about fair value of financial instruments.
The FASB ASC Topic 820,
Fair Value Measurements and Disclosures
, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.
·
|
Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.
|
·
|
Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).
|
·
|
Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).
|
The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.
Concentrations, Risks, and Uncertainties
The Company is a startup company subject to the substantial business risks and uncertainties inherent to such an entity, including the potential risk of business failure.
Basic and Diluted Earnings Per Share
Basic earnings (loss) per share is based on the weighted-average number of shares of common stock outstanding. Diluted earnings (loss) per share is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following types of potentially dilutive instruments:
·
|
Employee stock options, and
|
·
|
Other equity awards, which include long-term incentive awards.
|
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
The FASB ASC Topic 260,
Earnings Per Share
, requires the Company to include additional shares in the computation of earnings per share, assuming dilution. The additional shares included in diluted earnings per share represent the number of shares that would be issued if all of the Company’s outstanding dilutive instruments were converted into common stock.
Diluted earnings per share are based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options, warrants, and convertible notes are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
Basic and diluted earnings (loss) per share are the same since the Company had net losses for all periods presented and including the additional potential common shares would have an anti-dilutive effect.
Subsequent Events
The Company follows the guidance in ASC Topic 85, “Subsequent Events” (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.
Recent Accounting Pronouncements
The Company has evaluated new accounting pronouncements that have been issued and are not yet effective for the Company and determined that there are no such pronouncements expected to have an impact on the Company’s future financial statements.
Reclassifications
Certain reclassifications have been made to the condensed consolidated financial statements for prior periods in order to conform to the current period presentation.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
NOTE 4 – COMMITMENTS AND CONTINGENCIES
Employment Agreements
On June 15, 2013, the Company entered into an employment agreement with Eric Clemons. Under the terms of the agreement, Mr. Clemons shall be paid an annual salary of One Hundred Fifty-Six Thousand Dollars ($156,000.00), shall be entitled to a bonus of $40,000 upon delivery to the company of a prototype medical device from Sonos Models Inc., and should he be responsible for DDOO consolidating with or merge into another corporation or convey all or substantially all of its assets to another corporation, will receive a cash bonus calculated using a Lehman formula of 5% for the first $1,000,000, 4% for the second $1,000,000, 3% for the third $1,000,000, 2% for the fourth $1,000,000, and 1% thereafter. In addition, the Company has issued Mr. Clemons an option to acquire up to 1,000,000 Shares of our Common Stock, fully paid and non-assessable at an exercise price of $0.50 per share subject to a vesting schedule. On August 30, 2013, the Company entered into an addendum to this agreement in which Mr. Clemons will be entitled to a stock award of 250,000 shares of our common restricted stock if, within 24 months, there is a reorganization of the company. Mr. Clemons has agreed to defer the aforementioned annual salary and accept a consulting fee for the same amount.
On June 15, 2013, the Company entered into an employment agreement with Wesley Tate. Under the terms of the agreement, Mr. Tate shall be paid an annual salary of One Hundred Five Thousand Dollars ($105,000.00) and shall be entitled to a bonus of $20,000 upon delivery to the company of a prototype medical device form Sonos Models, Inc. In addition, the Company has issued Mr. Tate an option to acquire up to 500,000 Shares of our Common Stock, fully paid and non-assessable at an exercise price of $0.50 per share subject to a vesting schedule. On August 30, 2013, the Company entered into an addendum to this agreement in which Mr. Tate will be entitled to a stock award of 250,000 shares of our common restricted stock if, within 24 months, there is a reorganization of the company. Mr. Tate has agreed to defer the aforementioned annual salary and accept a consulting fee for the same amount.
On June 1, 2013, the Company entered into a consulting agreement with Gerald DeCiccio. Under the terms of the agreement, Mr. DeCiccio will be paid a cash retainer of $5,000 per quarter, payable at the beginning of a quarter; $1,000 per major committee meeting as contemplated in the respective committee charter, payable at the beginning of the subsequent quarter; $2,500 per quarter, payable at the beginning of a quarter, for Chairman of the Audit Committee; and $1,000 per quarter, payable at the beginning of a quarter, for Chairman of any other board committee. In addition, he will also be issued 100,000 DDOO common restricted shares annually. The first issuance of 100,000 shares was on the Effective Date of this Agreement. Additional issuances will be made each year on January 1 thereafter. These shares will be fully vested on the date issued. On August 30, 2013, the Company entered into an addendum to this agreement in which Mr. DeCiccio will be entitled to a stock award of 250,000 shares of our common restricted stock if, within 24 months, there is a reorganization of the company.
Contracts
On September 24, 2012, the Company entered into an agreement with medical device product development company Sonos Models, Inc. (“Sonos”) to build up to three medical device prototypes to be used for testing. The agreement calls for a total cash payment of up to $400,000 and the issuance of warrants to purchase up to 650,000 shares of the Company’s common stock, with the cash payments and warrants to be issued in stages once certain developmental thresholds are achieved. Any warrants issued under this agreement will be immediately exercisable, will be eligible for cashless exercise at the option of the holder and will have a term of three years from the date of the issuance and an exercise price based on the fair market value of the stock on the date of completion of the phase. Pursuant to the agreement, the Company agreed to the following schedule:
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
i) Upon signing the agreement the Company issued Sonos warrants to purchase 50,000 shares of the Company’s common stock. The warrants have an exercise price of $0.20 per share.
ii) Phase 1 - Sonos will conduct a search of literature, patents, and sources for information to guide the definition of the device requirements, including, but not limited to, reviewing Dr. Saini’s patent, review other patents related to omentum, fluid extraction, and collection, stimulation, search medical literature for omentum texts, articles, research clinical studies related to the use of omentum in the treatment of omentum. In exchange for the services, the Company will pay Sonos a cash payment of approximately $20,000 and 50,000 warrants upon completion of the phase.
iii) Phase 2 - Sonos will define the design objective in terms of materials, fabrication, technology, and performance. In exchange for the services, the Company will pay Sonos a cash payment of approximately $19,000 and 50,000 warrants upon completion of the phase.
iv) Phase 3 - Sonos will develop a minimum of three design concepts that meet the design objectives outlined in Phase II, and document the designs in sketches, drawings, and draft specifications and estimate schedule, capital, and production costs for each approach. In exchange for these services, the Company will pay Sonos a cash payment of $12,500 and 100,000 warrants upon completion of the phase.
v) Phase 4 - Sonos will review concepts from Phase 3 and choose two or more of the design concepts for the development of prototypes for testing in Phase 5 (which will be pursuant to a subsequent agreement between the parties). In exchange for these services, the Company will pay Sonos a cash payment of up to $350,000 and 100,000 warrants for each of the three prototypes for a total of 300,000 warrants.
As of December 31, 2013, Sonos has completed Phases 1, 2 and 3 and initiated Phase 4 of the above development schedule. For the six months ended December 31, 2013, the Company issued Sonos warrants to purchase 200,000 shares of the Company’s common stock and paid them $150,000. The Company has recognized an expense of $65,660 for the warrants issued during the six-month period ended December 31, 2013. In addition, the Company has entered into a consulting contract with Superior Inc. who will assist the Company with necessary introductions to medical device testing facilities in Poland.
Consulting Agreements
The Company had a consulting agreement with its officer, director, and stockholder under which he was compensated $5,000 per month, plus medical benefits. This contract, as amended on January 1, 2012, was for twenty-four (24) months beginning January 2012 (“Initial Term”), automatically renewable for two (2) successive twelve (12) month terms after the Initial Term (“Renewal Term”), and terminable with six month notice during the Renewal Term. On January 18, 2013, the contract was terminated by both parties, notwithstanding the aforementioned termination provisions, with no additional costs owed subsequent to December 31, 2012. The amount of $116,700 owed under the contract as of December 31, 2012 was converted into a note payable (see Note 6).
The Company has a consulting agreement with a stockholder to provide accounting and administrative support, under which she is compensated $1,500 per month. This contract was for twelve (12) months beginning September 2010 (“Initial Term”), automatically renewable for one (1) successive twelve (12) month term after the Initial Term (“Renewal Term”), and terminable with six month notice during the Renewal Term. This contract is currently on a month to month basis and can be terminated given 30 days written notice.
In addition, the Company had consulting agreements with two (2) of its stockholders, under which the Company compensated each of these stockholders $10,000 per month plus medical benefits. These contracts, as amended on January 1, 2012, were for twenty-four (24) months beginning January 2012 (“Initial Term”), automatically renewable for two (2) successive twelve (12) month terms after the Initial Term (“Renewal Term”), and terminable with six month notice during the Renewal Term. On January 18, 2013, these contracts were terminated by both parties, notwithstanding the aforementioned terminable conditions, with no additional costs owed subsequent to December 31, 2012. The amounts totaling $240,000 owed under these contracts as of December 31, 2012 were converted into a note payable (see Note 6).
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
The Company has a consulting agreement with an individual to provide assistance in the marketing of the company’s biomedical products, under which he is compensated $225 per hour and an engagement fee of 25,000 shares of the Company’s common stock. This contract is for twelve (12) months beginning March 2013, and may be renewed or extended for any period as may be agreed by the parties. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination. This contract was terminated on October 1, 2013.
The Company has a consulting agreement with an individual to provide assistance in the introduction of the company to medical device testing organization and to facilitate access to doctors in Uzbekistan, under which he is compensated 250,000 shares of the Company’s common stock. This contract is for twelve (12) months beginning April 2013, and may be renewed or extended for any period as may be agreed by the parties. On November 21, 2013, the Company executed an addendum to this contract for the facilitation of government approval for human testing in Uzbekistan for which the consultant was compensated an additional 250,000 shares of the Company’s common stock. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination. As this contract is for a period of twelve months, the Company recorded the $55,000 value of the shares issued for the addendum as a prepaid expense and will amortize the expense associated with these issuances over a twelve month period.
The Company has an engagement agreement with a company to provide financial advisor services, under which they are paid an engagement fee of $45,000 and 25,000 shares of the Company’s common stock. This contract was for six (6) months beginning March 2013, unless extended by mutual written consent or earlier terminated. This contract was not renewed. In December 2013, the Company issued 75,000 shares of additional common stock as payment for $7,500 of remaining related to these accounts payable consulting service invoice (See Note 7).
The Company has consulting agreements with four individuals to provide assistance in the marketing of its biomedical products, under which they are compensated an aggregate 1.6 million shares of the Company’s common stock. These contracts are for twelve (12) months beginning July 2013 (“Initial Term”), and may be renewed or extended for any period as may be agreed by the parties. Any of the parties may terminate their respective agreement by providing thirty (30) days written notice of such termination. As these contracts are for a period of twelve months, the Company recorded the $1,024,000 value of the shares issued as a prepaid expense and will amortize the expense associated with these issuances over a twelve month period.
The Company has a consulting agreement with another individual to provide assistance in the marketing of its biomedical products, under which he is compensated 250,000 shares of the Company’s common stock. In addition, upon the successful introduction of the company to Investment Banking Firms, the Consultant shall receive 250,000 warrants, cashless, at $0.50 per share, 3 year term. This contract is for twelve (12) months beginning July 2013 (“Initial Term”), and may be renewed or extended for any period as may be agreed by the parties. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination. As this contract is for a period of twelve months, the Company recorded the $155,000 value of the shares issued as a prepaid expense and will amortize the expense associated with these issuances over a twelve month period.
On August 12, 2013, the Company entered into an Advertising Contract with an organization in which they will provide advertising services to the company for a twelve month marketing campaign, beginning August 12, 2013 and ending on August 12, 2014. In exchange for these services the company agreed to pay said organization a total of $125,000, with $20,000 due on August 14, 2013, and the remaining $105,000 payable in eleven equal monthly payments of $9,545, due the 12th of each month, beginning on September 12, 2013; and issue them a total of 150,000 shares of our common stock, restricted in accordance with Rule 144, with piggy back registration rights. As of December 31, 2013, we had made the scheduled monthly payments. As this contract is for a period of twelve months, the Company recorded the $93,000 value of the shares issued as a prepaid expense and will amortize the expense associated with these issuances over a twelve month period.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
The Company has a consulting agreement with an individual to provide assistance in the introduction of the company to medical device testing organization and to facilitate access to doctors in Poland, under which he is compensated 250,000 shares of the Company’s common stock. This contract is for twelve (12) months beginning October 2013, and may be renewed or extended for any period as may be agreed by the parties. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination. As this contract is for a period of twelve months, the Company recorded the $67,000 value of the shares issued as a prepaid expense and will amortize the expense associated with these issuances over a twelve month period.
The Company has a consulting agreement with an individual to provide assistance in the marketing of the company’s biomedical products, under which he is compensated $3,500 per month. This contract is for twelve (12) months beginning October 2013, and may be renewed or extended for any period as may be agreed by the parties. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination.
The Company has a consulting agreement with an individual to provide assistance in the marketing of the Company’s biomedical products, under which he is compensated $2,000 per month and an engagement fee of approximately $4,000. This contract is for twelve (12) months beginning October 2013, and may be renewed or extended for any period as may be agreed by the parties. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination.
The Company has a consulting agreement with an individual to provide assistance in the marketing of the Company’s biomedical products, under which she is compensated $1,500 per month. This contract is for twelve (12) months beginning October 2013, and may be renewed or extended for any period as may be agreed by the parties. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination.
Patent License Agreement
The Patent License agreement (see Note 5) provides for a one-time payment of $50,000 due within ninety (90) days of the date of signing of June 10, 2010 (as of the date of this filing, the one-time payment is fully paid), and a royalty payment of six (6) percent of the value of the net sales, as defined, generated from the sale of licensed products. The agreement also provides for yearly minimum royalty payments of $50,000 for each of the fourth, fifth, and sixth anniversary of the date of the agreement, and a yearly minimum royalty payment of $100,000 for each year thereafter during the term of the agreement. The term of the agreement shall continue until the patent in the intellectual property expires, unless terminated sooner under the provisions of the agreement, as defined.
Legal
The Company is not involved in any legal matters arising in the normal course of business. While incapable of estimation, in the opinion of the management, the individual regulatory and legal matters in which it might involve in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
NOTE 5 – PATENT RIGHTS
On June 10, 2010, the Company entered into a Patent License Agreement under which the Company acquired the exclusive rights to certain intellectual property related to using omentum for treating dementia conditions. Under the agreement the Company paid rights fees of $50,000 to Dr. Saini, and the Company issued Dr. Saini 8,250,000 shares of our common stock, valued at $6,600 (based on the fair market value on the date of grant) restricted in accordance with Rule 144. As a result Dr. Saini became our largest shareholder. In addition, Dr. Saini will have the option to participate in the sale of equity by the Company in the future, up to ten percent (10%) of the money raised, in exchange for the applicable number of his shares.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
The patent will have an estimated useful life of 20 years based on the term of the patent. Amortization of the patent will begin when the patent is issued by the United States Patent and Trademark Office and put in use.
Through December 31, 2013, the Company has paid legal fees totaling $30,217 related to the patent.
NOTE 6 – NOTES PAYABLE TO STOCKHOLDERS
Short Term Note Payable
New Note
On June 30, 2013, the Company converted $84,915 of related party payables owed under consulting agreements, into related party notes payable. The notes matured on December 31, 2013 and accrued interest at two (2.0) percent per annum at maturity. As of December 31, 2013, the outstanding balance of the related party payables is $66,947. The Company and noteholders have agreed to extend the terms of these notes.
On January 18, 2013, the Company converted $356,700 of related party payables owed under consulting agreements, into related party notes payable. The notes were scheduled to mature on December 31, 2013 and accrued interest at seven and one-half (7.5) percent per annum at maturity. However, on December 30, 2013, the Company converted $219,700 of related party notes payable to equity. As of December 31, 2013, the outstanding balance of the related party notes payable is $113,000. The Company is currently in default and is in discussions with the noteholder to restructure the terms of the note.
Old Notes
On June 12, 2012, the Company entered into an unsecured $75,000 principal amount promissory note with a stockholder. This note, as amended, matured on September 30, 2012 and accrued interest beginning on the maturity date at 7.5% per annum. The Company determined that imputed interest on the note for the period from the issuance date to maturity is immaterial to the financial statements. On July 25, 2012, the Company entered into an unsecured $100,000 promissory note with the same stockholder. This note matured on September 30, 2012 and accrued interest at seven and one-half (7.5) percent per annum at maturity. On August 30, 2012, the Company entered into an unsecured $60,000 promissory note with the same stockholder. The terms of the note had not been negotiated as of the date of issuance. On November 1, 2012 the Company restructured the terms of these notes with the noteholder as described below.
On November 1, 2012, the Company entered into an unsecured $235,000 principal amount consolidation promissory note with a non-affiliate stockholder. The Consolidation Promissory Note is a consolidation of the foregoing promissory notes totaling $235,000 with the same Noteholder. Such notes were voided as a result, however, the accrued interest on such notes is still owed and included with the accrued interest of the Consolidation Promissory Note until paid. The Company did not receive additional funds under the Consolidation Promissory Note, as it was a consolidation of prior notes owed to Noteholder. Under the terms of the Consolidation Promissory Note, it matured January 31, 2013, and accrued interest at 7.5% per annum beginning November 1, 2012. On March 14, 2013 the Company restructured the terms of the note with the noteholder as described below.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
On December 27, 2012, the Company entered into an unsecured $10,000 promissory note with a stockholder. On March 14, 2013 the Company restructured the terms of the note with the noteholder as described below.
On June 14, 2013, the Company entered into an unsecured $2,000 promissory note with a stockholder. The note matured on September 14, 2013 and accrued interest at two (2.0) percent per annum at maturity. As of December 31, 2013, the outstanding balance of the note payable is $0.
Long Term Note Payable
Old Notes
On July 31, 2011, the Company entered into an unsecured $60,000 promissory note with a stockholder. This note matured on April 13, 2012 and accrued interest at six (6) percent per annum at maturity. On October 13, 2011, the Company entered into a $100,000 convertible note (“Convertible Note”) with the same stockholder. The Convertible Note matured on April 13, 2012, accrued interest at six (6) percent per annum, the holder was entitled to convert at $0.32 per share into our common stock, and provided for potential adjustments, as defined. To properly account for this transaction, the Company performed a detailed analysis to obtain a thorough understanding of the transaction, including understanding the terms of each instrument issued. In accordance with ASC Topic 470-20, “
Debt with Conversion and Other Options
”, conventional convertible debt
is a financial instrument in which the holder may only realize the value of the conversion option by exercising the option and receiving the entire proceeds in a fixed number of shares or the equivalent amount of cash. Conventional convertible debt with a nondetachable conversion feature that does not contain a cash settlement option, and is not accounted for as a derivative, is recorded as a debt instrument in its entirety. In addition, there was no beneficial conversion feature since the conversion price was not lower than the estimated fair value of our common stock on the date of the transaction. On February 1, 2012, the Company entered into an unsecured $80,000 promissory note with the same stockholder. This note matured on April 13, 2012 and accrued interest at six (6) percent per annum. On June 18, 2012 the Company restructured the terms of these notes with the noteholder as described below.
On June 18, 2012, the Company entered into a $240,000 principal amount convertible promissory note with a non-affiliate stockholder. The Consolidation Note is a consolidation of the foregoing Promissory and Convertible Notes totaling $240,000 with the same Noteholder. Such notes were voided as a result, however, the accrued interest on such notes is still owed and included with the accrued interest of the Consolidation Note until paid. The Company did not receive additional funds under the consolidation note, as it was a consolidation of prior notes owed to Noteholder, but Noteholder has loaned the Company an additional $245,000 under the terms of separate promissory notes (non-convertible), as described above. Under the terms of the Consolidation Note, it was scheduled to mature June 2014, accrued interest at 6% per annum beginning July 1, 2012, was convertible into shares of our common stock at $0.32 per share, but only if such conversion would not cause the Noteholder to own more than 9.9% of our outstanding common stock, and contained piggyback registration rights. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares. The Consolidation Note had a beneficial conversion feature valued at $135,000, which was recorded as a debt discount against the face amount of the Consolidation Note, which was being accreted to interest expense over the 24 month term of the Consolidation Note. The Company used a recent sale of restricted stock to determine the fair value of the stock for purposes of calculating the beneficial conversion feature. In March 2013 the Company restructured the terms of the note with the noteholder as described below. The unamortized debt discount of $83,000 was offset against additional paid-in capital.
On March 14, 2013, the Company entered into an unsecured $600,000 principal amount convertible promissory note with a non-affiliate stockholder. The Consolidation Note was a consolidation of the foregoing Promissory and Convertible Notes totaling $485,000 with the same Noteholder. Such notes were voided as a result, however, the accrued interest on such notes was still owed and included with the accrued interest of the Consolidation Note until paid. The Company received additional funds totaling $115,000 under the Consolidation Note. Under the terms of the Consolidation Note, it was scheduled to mature in July 2014, accrued interest at 7.5% per annum beginning March 1, 2013, was convertible into shares of our common stock at $0.30 per share, but only if such conversion would not cause the Noteholder to own more than 9.9% of our outstanding common stock, and contained piggyback registration rights. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares. The Consolidation Note had a beneficial conversion feature valued at $400,000, which was recorded as a debt discount against the face amount of the Consolidation Note, which was being accreted to interest expense over the 17 month term of the Consolidation Note. The Company used a recent sale of restricted stock to determine the fair value of the stock for purposes of calculating the beneficial conversion feature. In October the Company restructured the terms of the note with the noteholder as described below. The unamortized debt discount of $235,294 was offset against additional paid-in capital.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
On July 10, 2013, the Company entered into an unsecured $120,000 principal amount convertible promissory note with a non-affiliate stockholder. Under the terms of the Note, it was scheduled to mature in July 2015, accrued interest at 7.5% per annum beginning July 1, 2013, was convertible into shares of our common stock at $0.20 per share but only if such conversion would not cause the Noteholder to own more than 9.9% of our outstanding common stock and contained piggyback registration rights. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares. The Note had a beneficial conversion feature valued at $120,000, which was recorded as a debt discount against the face amount of the Note, which was being accreted to interest expense over the 24 month term of the Consolidation Note. The Company used a recent sale of restricted stock to determine the fair value of the stock for purposes of calculating the beneficial conversion feature. In October 2013 the Company restructured the terms of the note with the noteholder as described below. The unamortized debt discount of $107,500 was offset against additional paid-in capital.
On August 13, 2013, the Company entered into an unsecured $50,000 promissory note with a stockholder. On October 15, 2013 the Company restructured the terms of the note with the noteholder as described below.
New Note
On June 4, 2013, the Company entered into an unsecured $25,000 principal amount convertible promissory note with a non-affiliate stockholder. Under the terms of the note, it matures June 2015, accrues interest at 8.0% per annum beginning July 1, 2013, is convertible into shares of our common stock at $0.50 per share and contains piggyback registration rights. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.
On September 16, 2013, the Company entered into an unsecured $12,500 principal amount convertible promissory note with a non-affiliate stockholder. Under the terms of the note, it matures September 2015, accrues interest at 7.5% per annum beginning October 1, 2013, is convertible into shares of our common stock at $0.20 per share and contains piggyback registration rights. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares. The Note had a beneficial conversion feature valued at $12,500, which was recorded as a debt discount against the face amount of the Note, which is being accreted to interest expense over the 24 month term of the Note. The Company used a recent sale of stock to determine the fair value of the stock for purposes of calculating the beneficial conversion feature.
On October 15, 2013, the Company entered into an unsecured $970,000 principal amount convertible promissory note with a non-affiliate stockholder. The Consolidation Note was a consolidation of the foregoing Promissory and Convertible Notes totaling $770,000 with the same Noteholder. Such notes were voided as a result, however, the accrued interest on such notes was still owed and included with the accrued interest of the Consolidation Note until paid. The Company received additional funds totaling $200,000 under the Consolidation Note. Under the terms of the Consolidation Note, it matures October 2015, accrues interest at 7.5% per annum beginning November 1, 2013, is convertible into shares of our common stock at $0.20 per share, but only if such conversion would not cause the Noteholder to own more than 9.9% of our outstanding common stock, and contains piggyback registration rights. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares. In addition, the Company issued to the holder 500,000 shares of the company’s common stock (See Note 7). The Consolidation Note had a beneficial conversion feature valued at $970,000, which was recorded as a debt discount against the face amount of the Consolidation Note, which is being accreted to interest expense over the 24 month term of the Consolidation Note. The Company used a recent sale of stock to determine the fair value of the stock for purposes of calculating the beneficial conversion feature.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
On November 11, 2013, the Company entered into an unsecured $10,000 principal amount convertible promissory note with a non-affiliate stockholder. Under the terms of the note, it matures November 11, 2015, accrues interest at 7.5% per annum beginning December 1, 2013, is convertible into shares of our common stock at $0.20 per share and contains piggyback registration rights. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares. The Note had a beneficial conversion feature valued at $10,000, which was recorded as a debt discount against the face amount of the Note, which is being accreted to interest expense over the 24 month term of the. The Company used a recent sale of stock to determine the fair value of the stock for purposes of calculating the beneficial conversion feature.
To properly account for certain Convertible Promissory Notes, the Company performed a detailed analysis to obtain a thorough understanding of the transactions, including understanding the terms of each instrument issued, and any related derivatives entered into. The Company first reviewed ASC Topic 815, to identify whether any equity-linked features in the Notes are freestanding or embedded. The Company determined that there were no free standing features. The Notes were then analyzed in accordance with Topic 815 to determine if the Note should be accounted for at fair value and remeasured at fair value in income. The Company determined that the Notes did not meet the requirements of Topic 815 and therefore accounted for the Notes as conventional debt. The Company then reviewed ASC Topic 470-20, and determined that some of Notes met the criteria of a conventional convertible note and that the Note had a beneficial conversion feature, which was recorded as a debt discount against the face amount of the Note, indicated above.
On December 20, 2013, the Company entered into an unsecured $200,000 promissory note with a stockholder. The terms of the note have not been negotiated.
Accrued interest on all notes payable to stockholders at December 31, 2013 totaled $87,184 and is included in related party payables.
As of December 31, 2013, future maturities of notes payable are as follows:
Fiscal year ending June 30,
|
|
|
|
|
|
|
|
2014
|
|
$
|
179,947
|
|
2015
|
|
$
|
1,217,500
|
|
Total
|
|
$
|
1,397,447
|
|
NOTE 7 – STOCK TRANSACTIONS
On December 31, 2013 the Company issued 1,575,952 shares of common stock to individuals as payment for related party notes and interest payable. The aggregate Fair Market Value of these shares was $236,393 as the agreed price was $0.15 per share. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
On December 11, 2013 the Company issued 500,000 shares of common stock to an individual as payment for financing fees per contract dated October 2013. The aggregate Fair Market Value of these shares was $135,000 as the fair market value of the stock was $0.27 per share. For the three and six-month periods ended December 31, 2013, the Company recognized an expense of $16,875. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
On December 11, 2013 the Company issued 75,000 shares of common stock to individuals as payment for an outstanding accounts payable consulting service invoice. The aggregate Fair Market Value of these shares was $7,500 as the agreed price was $0.10 per share. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
On December 11, 2013 the Company issued 500,000 shares of common stock to individuals as payment for consulting services per contracts dated October and November 2013. The aggregate Fair Market Value of these shares was $122,500 as the fair market value of the stock was $0.27 and $0.22 per share, respectively. For the three and six-month periods ended December 31, 2013, the Company recognized an expense of $30,625. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
On August 27, 2013 the Company issued 400,000 shares of common stock to individuals as payment for consulting services per contracts dated July and August 2013. The aggregate Fair Market Value of these shares was $248,000 as the fair market value of the stock was $0.62 per share. For the three and six-month periods ended December 31, 2013 the Company recognized an expense of $62,000 and $124,000, respectively. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
On July 23, 2013 the Company issued 1.6 million shares of common stock to individuals as payment for consulting services per contracts dated July 2013. The aggregate Fair Market Value of these shares was $1,024,000 as the fair market value of the stock was $0.64 per share. For the three and six-month periods ended December 31, 2013 the Company recognized an expense of $256,000 and $512,000, respectively. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
In 2013 the Company issued 25,000 shares of common stock to an individual as payment for consulting services per contract dated March 2013. The company recognized an expense of $10,000 as the fair market value of the shares was $0.40 per share. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
In 2013 the Company issued 100,000 shares of common stock to an individual as payment for consulting services per contract dated June 2013. The company recognized an expense of $100,000 as the fair market value of the shares was $1.00 per share. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
In 2013 the Company issued 250,000 shares of common stock to an individual as payment for consulting services per contract dated April 2013. The company recognized an expense of $182,500 as the fair market value of the shares was $0.73 per share. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
In 2013 the Company issued 25,000 shares of common stock to an individual as payment for consulting services per contract dated March 2013. The company recognized an expense of $19,500 as the fair market value of the shares was $0.78 per share. This issuance was completed in accordance with Section 4(2) of the Securities Act in an offering without any public offering or distribution. These shares are restricted securities and include an appropriate restrictive legend.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
On June 10, 2010, the Company entered into a Patent License Agreement under which the Company acquired the exclusive rights to certain intellectual property related to using omentum for treating dementia conditions. Under the agreement the Company issued Dr. Saini 8,250,000 shares of our common stock, valued at $6,600 (based on the fair market value on the date of grant) restricted in accordance with Rule 144. As a result Dr. Saini became our largest shareholder. The issuance was an isolated transaction not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933. In addition, Dr. Saini will have the option to participate in the sale of equity by the Company in the future, up to ten percent (10%) of the money raised, in exchange for the applicable number of his shares.
NOTE 8 – OPTIONS AND WARRANTS
Options
On June 15, 2013, the Company entered into an employee agreement with Eric Clemons. The agreement calls for an issuance of options to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.50 per share, subject to a vesting schedule. Fair Market Value of these options was approximately $821,675. As of December 31, 2013, 200,000 options to purchase the Company’s common stock have vested. For the six-month periods ended December 31, 2013 and 2012, the Company recognized an expense of $82,168 and $0, respectively, and for the period from inception through December 31, 2013 has recognized a total expense of $246,503. For the three month periods ended December 31, 2013 and 2012, the Company recognized an expense of $41,084 and $0, respectively.
On June 15, 2013, the Company entered into an employee agreement with Wesley Tate. The agreement calls for an issuance of options to purchase up to 500,000 shares of the Company’s common stock at an exercise price of $0.50 per share, subject to a vesting schedule. Fair Market Value of these options was approximately $410,825. As of December 31, 2013, 100,000 options to purchase the Company’s common stock have vested. For the six-month periods ended December 31, 2013 and 2012, the Company recognized an expense of $41,082 and $0, respectively, and for the period from inception through December 31, 2013 has recognized a total expense of $123,247. . For the three month periods ended December 31, 2013 and 2012, the Company recognized an expense of $20,541 and $0, respectively.
The following represents a summary of the Options outstanding at December 31, 2013 and changes during the years then ended:
|
|
2014
|
|
|
|
Options
|
|
|
Options Average
Exercise Price
|
|
Outstanding, July 1, 2012
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
1,500,000
|
|
|
|
0.50
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Expired/Forfeited
|
|
|
-
|
|
|
|
-
|
|
Outstanding June 30, 2013
|
|
|
1,500,000
|
|
|
|
0.50
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Expired/Forfeited
|
|
|
-
|
|
|
|
-
|
|
Outstanding, December 31, 2013
|
|
|
1,500,000
|
|
|
$
|
0.50
|
|
Exercisable at December 31, 2013
|
|
|
300,000
|
|
|
$
|
0.50
|
|
Expected to be vested
|
|
|
1,200,000
|
|
|
$
|
0.50
|
|
Warrants
On July 1, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 25,000 restricted common shares along with warrants to purchase an additional 12,500 shares with an exercise price of $0.80 per share and are exercisable for term of two years. The warrants expired July 2013.
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
On May 17, 2011, the Company entered into a stock purchase agreement with a third party, under which the Company issued him 50,000 restricted common shares along with warrants to purchase an additional 25,000 shares with an exercise price of $0.80 per share and are exercisable for term of two years. The warrants expired May 2013.
On September 24, 2012, the Company entered into an agreement with medical device product development company Sonos Models, Inc. (“Sonos”) to build up to three medical device prototypes to be used for testing. The agreement calls for a total cash payment of up to $400,000 and the issuance of warrants to purchase up to 650,000 shares of the Company’s common stock, with the cash payments and warrants to be issued in stages once certain developmental thresholds are achieved.
Upon signing the agreement the Company issued Sonos warrants to purchase 50,000 shares of the Company’s common stock, valued at $108,500 (based on the fair market value on the date of grant). The Company recognized an expense of $108,500 as Research and Development during the three month period ended September 30, 2012. The fair value was determined using Black-Scholes with a volatility of 235.32%, a risk free rate of 0.27% and 0% dividend yield, these warrants were valued at $108,000 and expensed to Research and Development. The warrants are immediately exercisable, cashless at the option of the holder, and have a term of three years and an exercise price of $0.20 per share.
On December 11, 2013, the company issued Sonos warrants to purchase 200,000 shares of the Company’s common stock, valued at $65,660 (based on the fair market value of the date of grants). The Company recognized an expense of $49,200 as Research and Development during the three month period ended September 30, 2013 related to 100,000 of these warrants to be issued for completion of phases 1b and 2 during that period. The fair value was determined using Black-Scholes with a volatility of 100%, a risk free interest rate of 1.04% and 0% dividend yield. The Company recognized an additional expense of $16,460 as Research and Development during the three month period ended December 31, 2013 related to an additional 100,000 warrants issued to Sonos for the completion of phase 3. The fair value was determined using Black-Scholes with a volatility of 100%, a risk free interest rate of 0.63% and 0% dividend yield. The warrants are immediately exercisable, cashless at the option of the holder, and have a term of three years and an exercise price of $0.20 per share.
The following represents a summary of the Warrants outstanding at December 31, 2013 and changes during the years then ended:
|
|
2014
|
|
|
|
Warrants
|
|
|
Weighted Average
Exercise Price
|
|
Outstanding, July 1, 2013
|
|
|
37,500
|
|
|
$
|
0.80
|
|
Granted
|
|
|
50,000
|
|
|
|
0.20
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Expired/Forfeited
|
|
|
(25,000
|
)
|
|
|
0.80
|
|
Outstanding, June 30, 2013
|
|
|
62,500
|
|
|
|
0.32
|
|
Granted
|
|
|
200,000
|
|
|
|
0.20
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Expired/Forfeited
|
|
|
(12,500
|
)
|
|
|
0.80
|
|
Outstanding, December 31, 2013
|
|
|
250,000
|
|
|
$
|
0.20
|
|
Exercisable at December 31, 2013
|
|
|
250,000
|
|
|
$
|
0.20
|
|
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
NOTE 9 – RELATED PARTY TRANSACTIONS
Other than as set forth below, and as disclosed in Notes 4, 6, 7, and 8, the Company has not entered into or been a participant in any transaction in which a related person had or will have a direct or indirect material interest.
On January 18, 2013, the Company converted $356,700 of related party payables owed under consulting agreements (see Note 4), into related party notes payable. The notes mature on December 31, 2013 and accrue interest at seven and one-half (7.5) percent per annum at maturity. On December 30, 2013, the Company converted $219,700 of related party payables to equity. As of December 31, 2013, the outstanding balance of the related party payables is $113,000.
Included in related party payables at December 31, 2013 is $87,184 of accrued interest on notes payable to stockholders.
NOTE 10 – EARNINGS PER SHARE
FASB ASC Topic 260,
Earnings Per Share
, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.
Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
The total number of potential additional dilutive options and warrants outstanding was 1,750,000 and 87,500 for the six months ended December 31, 2013 and 2012, respectively and 1,750,000 and 87,500 for the three months ended December 21, 2013 and 2012, respectively. In addition, the convertible note converts at an exercise price of $0.20 of common stock. The warrants and shares underlying the convertible note were considered for the dilutive calculation but in periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The following table sets forth the computation of basic and diluted net income per share:
|
|
For The Six Months ended
December 31,
|
|
|
For The Three Months ended
December 31,
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to the common stockholders
|
|
$
|
(1,580,432
|
)
|
|
|
(353,308
|
)
|
|
$
|
(854,785
|
)
|
|
$
|
(67,549
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average outstanding shares of common stock
|
|
|
33,372,121
|
|
|
|
31,180,001
|
|
|
|
33,816,414
|
|
|
|
31,180,001
|
|
Dilutive effect of options and warrants
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Diluted weighted average common stock and common stock equivalents
|
|
|
33,372,121
|
|
|
|
31,180,001
|
|
|
|
33,816,414
|
|
|
|
31,180,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$
|
(0.05
|
)
|
|
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.00
|
)
|
DISCOUNT DENTAL MATERIALS, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2013 AND 2012
NOTE 11 – SUBSEQUENT EVENTS
On January 13, 2014, the Company entered into a consulting agreement with an individual to provide assistance in the introduction of the company to medical device testing organization and to facilitate access to doctors in China, under which he is compensated 250,000 shares of the Company’s common stock. This contract is for twelve (12) months beginning January 2014, and may be renewed or extended for any period as may be agreed by the parties. Either party may terminate this agreement by providing the other with thirty (30) days written notice of such termination.