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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
|
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37-1530765
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Page
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September 30,
2011 |
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December 31,
2010 |
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(unaudited)
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||||
Assets
|
|
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|
||||
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Current:
|
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||||
Cash and cash equivalents
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$
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1,095,103
|
|
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$
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1,503,105
|
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Accounts receivable
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883,004
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391,114
|
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Prepaid expenses and other current assets
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742,672
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63,673
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||||
Total current assets
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2,720,779
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1,957,892
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||||
Property and equipment, net
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164,733
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140,918
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Other assets:
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Intangible assets, net
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21,983
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3,795
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|
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Security deposits
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21,038
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8,340
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Total assets
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$
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2,928,533
|
|
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$
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2,110,945
|
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September 30,
2011 |
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December 31,
2010 |
||||
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(unaudited)
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Liabilities and Stockholders’ Deficit
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|
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||||
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Current liabilities:
|
|
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|
||||
Accounts payable
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$
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886,127
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$
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636,864
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Accrued payroll
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140,251
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|
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81,014
|
|
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Unearned revenue
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1,471,852
|
|
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1,097,466
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Current portion of notes payable
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112,614
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|
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351,568
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|
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Total current liabilities
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2,610,844
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2,166,912
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Notes payable, less current portion
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31,746
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10,569
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|
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Deferred rent
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—
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9,220
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|
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Warrant liability
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1,011,399
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—
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Total liabilities
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3,653,989
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2,186,701
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Stockholders’ deficit:
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|
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Series A convertible preferred stock; $.0001 par value; 2,958,786 shares authorized; 0 and 762,907 shares issued and outstanding (liquidation preference at December 31, 2010, $1,070,473)
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—
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76
|
|
||
Series A-1 convertible preferred stock; $.0001 par value; 3,609,326 shares authorized; 0 and 778,307 shares issued and outstanding (liquidation preference at December 31, 2010, $2,221,992)
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—
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78
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|
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Series A-2 convertible preferred stock; $.0001 par value; 13,099,885 shares authorized; 0 and 12,259,334 shares issued and outstanding (liquidation preference at December 31, 2010, $10,674,017)
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—
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1,226
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Series A common stock; $.0001 par value; 24,832,003 shares authorized; 0 and 504,270 shares issued and outstanding
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—
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50
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|
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Series B nonvoting common stock; $.0001 par value; 500,000 shares authorized, 0 and 500,000 issued and outstanding
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—
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50
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Series A convertible preferred stock; $.0001 par value; 240 shares authorized; 230 and 0 shares issued and outstanding
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—
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—
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Common stock, $.0001 par value; 500,000,000 shares authorized; 38,645,095 and 0 issued and outstanding
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3,864
|
|
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—
|
|
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Additional paid-in capital
|
16,261,469
|
|
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14,074,956
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|
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Accumulated deficit
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(16,990,789
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)
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(14,152,192
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)
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Total stockholders’ deficit
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(725,456
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)
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(75,756
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)
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Total liabilities and stockholders’ deficit
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$
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2,928,533
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|
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$
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2,110,945
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2011
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2010
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2011
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2010
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||||||||
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Revenue
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$
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1,052,675
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$
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823,030
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$
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2,821,354
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$
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2,249,891
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Cost of sales
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483,729
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442,832
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1,306,463
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1,192,043
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||||||||
Gross profit
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568,946
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|
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380,198
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1,514,891
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1,057,848
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Operating expenses:
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General and administrative
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1,950,248
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884,692
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3,883,887
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2,570,601
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|
||||
Sales and marketing
|
249,888
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|
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180,586
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526,112
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404,272
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||||||||
Total operating expenses
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2,200,136
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1,065,278
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4,409,999
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2,974,873
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||||
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||||||||
Loss from operations
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(1,631,190
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)
|
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(685,080
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)
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(2,895,108
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)
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(1,917,025
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)
|
||||
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||||||||
Other income (expense):
|
|
|
|
|
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|
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Interest income (expense), net
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(3,964
|
)
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(9,058
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)
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(17,060
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)
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(60,654
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)
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||||
Change in fair value of warrant liability
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43,780
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|
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—
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|
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73,571
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|
|
—
|
|
||||
Other income (expense), net
|
—
|
|
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—
|
|
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—
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|
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(276
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total other income (expense)
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39,816
|
|
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(9,058
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)
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56,511
|
|
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(60,930
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
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$
|
(1,591,374
|
)
|
|
$
|
(694,138
|
)
|
|
$
|
(2,838,597
|
)
|
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$
|
(1,977,955
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – basic and diluted
|
38,378,808
|
|
|
645,602
|
|
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19,748,591
|
|
|
645,602
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss per common share – basic and diluted
|
$
|
(0.04
|
)
|
|
$
|
(1.08
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(3.06
|
)
|
|
Series A
Convertible
Preferred Stock
|
|
Series A-1
Convertible
Preferred Stock
|
|
Series A-2
Convertible
Preferred Stock
|
|
Series A
Common Stock
|
|
Series B
Nonvoting
Common Stock
|
|||||||||||||||||||||||||
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Shares
|
|
Amt
|
|
Shares
|
|
Amt
|
|
Shares
|
|
Amt
|
|
Shares
|
|
Amt
|
|
Shares
|
|
Amt
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, December 31, 2010
|
762,907
|
|
|
$
|
76
|
|
|
778,307
|
|
|
$
|
78
|
|
|
12,259,334
|
|
|
$
|
1,226
|
|
|
504,270
|
|
|
$
|
50
|
|
|
500,000
|
|
|
$
|
50
|
|
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Reverse merger and recapitalization
|
(762,907
|
)
|
|
(76
|
)
|
|
(778,307
|
)
|
|
(78
|
)
|
|
(12,259,334
|
)
|
|
(1,226
|
)
|
|
(519,092
|
)
|
|
(50
|
)
|
|
(500,000
|
)
|
|
(50
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance, September 30, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Series A
Convertible
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Accumulated
|
|
Total
Stockholders’ Equity
|
||||||||||||||||
|
Shares
|
|
Amt
|
|
Shares
|
|
Amt
|
|
Capital
|
|
Deficit
|
|
(Deficit)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
14,074,956
|
|
|
$
|
(14,152,192
|
)
|
|
$
|
(75,756
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reverse merger and recapitalization
|
—
|
|
|
—
|
|
|
35,000,000
|
|
|
3,500
|
|
|
(2,020
|
)
|
|
—
|
|
|
—
|
|
|||||
Sale of common and preferred stock and warrants and exchange of promissory note, net of offering costs and beneficial conversion feature
|
230
|
|
|
—
|
|
|
3,121,210
|
|
|
312
|
|
|
3,057,161
|
|
|
—
|
|
|
3,057,473
|
|
|||||
Fair value of warrants issued in offering
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,083,210
|
)
|
|
—
|
|
|
(1,083,210
|
)
|
|||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
23,885
|
|
|
2
|
|
|
1,597
|
|
|
—
|
|
|
1,599
|
|
|||||
Stock-based compensation shares issued in exchange for services
|
—
|
|
|
—
|
|
|
500,000
|
|
|
50
|
|
|
164,950
|
|
|
—
|
|
|
165,000
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,035
|
|
|
—
|
|
|
48,035
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,838,597
|
)
|
|
(2,838,597
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, September 30, 2011
|
230
|
|
|
$
|
—
|
|
|
38,645,095
|
|
|
$
|
3,864
|
|
|
16,261,469
|
|
|
$
|
(16,990,789
|
)
|
|
$
|
(725,456
|
)
|
Nine Months Ended September 30,
|
2011
|
|
2010
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(2,838,597
|
)
|
|
$
|
(1,977,955
|
)
|
Adjustments to reconcile net loss to net cash used for operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
33,187
|
|
|
69,613
|
|
||
Stock-based compensation
|
130,535
|
|
|
5,192
|
|
||
Loss on disposal of equipment
|
—
|
|
|
608
|
|
||
Change in fair value of warrant liability
|
(73,571
|
)
|
|
—
|
|
||
Cash provided by (used for):
|
|
|
|
|
|
||
Accounts receivable
|
(491,890
|
)
|
|
(79,536
|
)
|
||
Prepaid expenses and other current assets
|
(596,499
|
)
|
|
(46,833
|
)
|
||
Accounts payable
|
249,263
|
|
|
214,618
|
|
||
Accrued payroll
|
59,237
|
|
|
26,867
|
|
||
Unearned revenue
|
374,386
|
|
|
343,417
|
|
||
Deferred rent
|
(9,220
|
)
|
|
—
|
|
||
|
|
|
|
||||
Net cash used for operating activities
|
(3,163,169
|
)
|
|
(1,444,009
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchase of property and equipment
|
(3,051
|
)
|
|
(12,054
|
)
|
||
Purchase of intangible asset
|
(20,000
|
)
|
|
—
|
|
||
Security deposits
|
(12,698
|
)
|
|
7,250
|
|
||
|
|
|
|
||||
Net cash used for investing activities
|
(35,749
|
)
|
|
(4,804
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from the issuance of series A2 preferred stock
|
—
|
|
|
2,655,017
|
|
||
Proceeds from issuance of convertible notes payable
|
—
|
|
|
600,000
|
|
||
Proceeds from issuance of promissory note
|
500,000
|
|
|
—
|
|
||
Proceeds from issuance of common and preferred stock and warrants, net
|
2,557,473
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
1,599
|
|
|
918
|
|
||
Payments on notes payable
|
(268,156
|
)
|
|
(250,000
|
)
|
||
|
|
|
|
||||
Net cash provided by financing activities
|
2,790,916
|
|
|
3,005,935
|
|
||
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
(408,002
|
)
|
|
1,557,122
|
|
||
Cash and cash equivalents, beginning of year
|
1,503,105
|
|
|
515,446
|
|
||
|
|
|
|
||||
Cash and cash equivalents, end of period
|
$
|
1,095,103
|
|
|
$
|
2,072,568
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
|
||
Cash paid during year for interest
|
$
|
18,866
|
|
|
$
|
57,965
|
|
|
|
|
|
||||
Non-cash financing and investing activities:
|
|
|
|
|
|
||
Acquisition of assets through capital lease
|
$
|
50,379
|
|
|
$
|
—
|
|
Series A2 Preferred Stock issued for conversion of notes payable plus accrued interest
|
—
|
|
|
1,444,800
|
|
||
Promissory note exchanged in financing arrangement
|
$
|
500,000
|
|
|
$
|
—
|
|
Fair value of warrants issued
|
$
|
1,084,970
|
|
|
$
|
—
|
|
Value of common stock issued for prepaid services
|
$
|
82,500
|
|
|
|
|
|
Equipment
|
3 years
|
Furniture and fixtures
|
10 years
|
Software
|
3 years
|
Leasehold improvements
|
3 years
|
•
|
Level 1
–
Valuation based on quoted market prices in active markets for identical assets and liabilities.
|
•
|
Level 2
–
Valuation based on quoted market prices for similar assets and liabilities in active markets.
|
•
|
Level 3
–
Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||
|
September 30,
2011 |
September 30,
2010 |
|
September 30,
2011 |
September 30,
2010 |
Expected term
|
5--10 years
|
none
|
|
5--10 years
|
4 years
|
Average volatility range
|
53.86%--53.97%
|
none
|
|
53.86%--55.03%
|
57.56%
|
Risk free rate range
|
1.98%--3.00%
|
none
|
|
1.84%--3.17%
|
3.22%
|
Expected dividends
|
0
|
0
|
|
0
|
0
|
|
Financing
|
Compensation
|
Direct Expenses
|
Total
|
||||||||
Common stock and common stock
equivalents:
|
|
|
|
|
||||||||
Common stock
|
3,121,210
|
|
—
|
|
—
|
|
3,121,210
|
|
||||
Common shares that are linked to
other contracts:
|
|
|
|
|
|
|
|
|
||||
Series A Preferred Stock
|
6,818,175
|
|
151,515
|
|
—
|
|
6,969,690
|
|
||||
Warrants
|
5,963,696
|
|
90,910
|
|
100,000
|
|
6,154,606
|
|
||||
|
15,903,081
|
|
242,425
|
|
100,000
|
|
16,245,506
|
|
||||
Fair value of the financial
Instruments:
|
|
|
|
|
|
|
|
|
||||
Common stock (1)
|
$
|
1,030,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,030,000
|
|
Series A Preferred Stock (2)
|
2,250,000
|
|
50,000
|
|
—
|
|
2,300,000
|
|
||||
Warrants (3)
|
1,049,610
|
|
16,000
|
|
17,600
|
|
1,083,210
|
|
||||
|
$
|
4,329,610
|
|
$
|
66,000
|
|
$
|
17,600
|
|
$
|
4,413,210
|
|
Allocation of the transaction
basis for accounting:
|
|
|
|
|
|
|
|
|
||||
Common stock
|
$
|
(700,397
|
)
|
$
|
—
|
|
$
|
92,522
|
|
$
|
(607,875
|
)
|
Series A Preferred Stock
|
(825,567
|
)
|
(34,421
|
)
|
197,605
|
|
(662,383
|
)
|
||||
Derivative warrants
|
(1,049,610
|
)
|
(16,000
|
)
|
(17,600
|
)
|
(1,083,210
|
)
|
||||
Paid-in capital (BCF)(4)
|
(704,426
|
)
|
(15,579
|
)
|
|
|
(720,005
|
)
|
||||
Compensation expense
|
—
|
|
16,000
|
|
—
|
|
16,000
|
|
||||
|
$
|
(3,280,000
|
)
|
$
|
(50,000
|
)
|
$
|
272,527
|
|
$
|
(3,057,473
|
)
|
|
|
|
|
|
||||||||
Cash consideration (expense)
|
$
|
2,780,000
|
|
$
|
50,000
|
|
$
|
(272,527
|
)
|
$
|
2,557,473
|
|
Advances on exchange
|
500,000
|
|
—
|
|
|
|
500,000
|
|
||||
|
$
|
3,280,000
|
|
$
|
50,000
|
|
$
|
(272,527
|
)
|
$
|
3,057,473
|
|
|
Linked Common
Shares
|
|
Warrant Liability Amount
|
|||
Beginning balance, June 30, 2011
|
6,063,696
|
|
|
$
|
1,037,419
|
|
|
|
|
|
|||
Issuance of derivative warrants:
|
|
|
|
|||
Financing arrangement in Note 4
|
90,910
|
|
|
16,000
|
|
|
Other transactions
|
10,000
|
|
|
1,760
|
|
|
Exercise or expiration
|
—
|
|
|
—
|
|
|
Change in fair value of warrant liability
|
—
|
|
|
(43,780
|
)
|
|
|
|
|
|
|||
Ending balance, September 30, 2011
|
6,164,606
|
|
|
$
|
1,011,399
|
|
|
Linked Common
Shares
|
|
Warrant Liability Amount
|
|||
Beginning balance, December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|||
Issuance of derivative warrants:
|
|
|
|
|||
Financing arrangement in Note 4
|
6,154,606
|
|
|
1,083,210
|
|
|
Other transactions
|
10,000
|
|
|
1,760
|
|
|
Exercise or expiration
|
—
|
|
|
—
|
|
|
Change in fair value of warrant liability
|
—
|
|
|
(73,571
|
)
|
|
|
|
|
|
|||
Ending balance, September 30, 2011
|
6,164,606
|
|
|
$
|
1,011,399
|
|
|
Inception Dates
|
|
|
||
|
May 24 and 26, 2011
|
|
August 15,
2011 |
|
September 30, 2011
|
Fair market value of asset (1)
|
$0.33
|
|
$0.33
|
|
$0.33
|
Exercise price
|
$0.50
|
|
$0.50
|
|
$0.50
|
Term (2)
|
5.0 Years
|
|
5.0 Years
|
|
4.6--4.9 Years
|
Implied expected life derived from Binomial (3)
|
4.9 Years
|
|
4.9 Years
|
|
4.5--4.8 Years
|
Volatility range (4)
|
64.4%--95.8%
|
|
61.9%--94.7%
|
|
62.2%--93.6%
|
Equivalent volatility derived from Binomial (3)
|
76.9%
|
|
75.2%
|
|
75.2%
|
Risk-free rate range (5)
|
0.11%--1.81%
|
|
0.08%--0.99%
|
|
0.02%--0.96%
|
Equivalent risk-free rate derived from Binomial (3)
|
0.50%
|
|
0.33%
|
|
0.28%--0.33%
|
2007 Plan
|
|||||||||
Options
|
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
(Years)
|
||||
Outstanding at December 31, 2010
|
69,970
|
|
|
$
|
1.10
|
|
|
2.00
|
|
Granted
|
3,788,620
|
|
|
0.03
|
|
|
|
|
|
Exercised
|
(14,822
|
)
|
|
0.03
|
|
|
|
|
|
Forfeited
|
(50,803
|
)
|
|
0.03
|
|
|
|
|
|
Canceled
|
(3,792,965
|
)
|
|
0.05
|
|
|
|
|
|
Outstanding at May 12, 2011
(date Plan was canceled)
|
—
|
|
|
$
|
—
|
|
|
—
|
|
2011 Plan
|
|||||||||
Options
|
Shares
|
|
Weighted Average
Exercise Price
|
|
Weighted Average
Remaining Life
(Years)
|
||||
Outstanding at December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Granted
|
4,775,365
|
|
|
0.43
|
|
|
—
|
|
|
Exercised
|
(23,885
|
)
|
|
0.05
|
|
|
—
|
|
|
Canceled
|
(133,566
|
)
|
|
0.08
|
|
|
—
|
|
|
Outstanding at September 30, 2011
|
4,617,914
|
|
|
$
|
0.44
|
|
|
6.6
|
|
Exercisable at September 30, 2011
|
2,102,500
|
|
|
$
|
0.39
|
|
|
5.8
|
|
2007 Plan
|
||||||
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2010
|
16,851
|
|
|
$
|
0.60
|
|
Granted
|
3,788,620
|
|
|
0.03
|
|
|
Vested
|
(1,895,797
|
)
|
|
0.01
|
|
|
Forfeited
|
(50,803
|
)
|
|
0.03
|
|
|
Canceled
|
(1,858,871
|
)
|
|
0.02
|
|
|
Nonvested at May 12, 2011 (
date plan was canceled)
|
—
|
|
|
$
|
—
|
|
2011 Plan
|
||||||
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Nonvested at December 31, 2010
|
—
|
|
|
$
|
—
|
|
Granted
|
4,775,365
|
|
|
0.19
|
|
|
Vested
|
(2,137,700
|
)
|
|
0.17
|
|
|
Forfeited
|
(122,251
|
)
|
|
0.29
|
|
|
Nonvested at September 30, 2011
|
2,515,414
|
|
|
$
|
0.20
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2011
|
|
2010
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
1,052,675
|
|
|
$
|
823,030
|
|
|
$
|
229,645
|
|
|
27.9
|
%
|
Cost of sales
|
483,729
|
|
|
442,832
|
|
|
40,897
|
|
|
9.2
|
%
|
|||
Gross profit
|
568,946
|
|
|
380,198
|
|
|
188,748
|
|
|
49.6
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
General and administrative
|
1,950,248
|
|
|
884,692
|
|
|
1,065,556
|
|
|
120.4
|
%
|
|||
Sales and marketing
|
249,888
|
|
|
180,586
|
|
|
69,302
|
|
|
38.4
|
%
|
|||
Total operating expenses
|
2,200,136
|
|
|
1,065,278
|
|
|
1,134,858
|
|
|
106.5
|
%
|
|||
Loss from operations
|
(1,631,190
|
)
|
|
(685,080
|
)
|
|
(946,110
|
)
|
|
138.1
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
(3,964
|
)
|
|
(9,058
|
)
|
|
5,094
|
|
|
(56.2
|
)%
|
|||
Change in fair value of warrant liability
|
43,780
|
|
|
—
|
|
|
43,780
|
|
|
—
|
%
|
|||
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Total other income (expense)
|
39,816
|
|
|
(9,058
|
)
|
|
48,874
|
|
|
(539.6
|
)%
|
|||
Net loss
|
$
|
(1,591,374
|
)
|
|
$
|
(694,138
|
)
|
|
$
|
(897,236
|
)
|
|
129.3
|
%
|
|
Nine Months Ended September 30,
|
|
|
|||||||||||
|
2011
|
|
2010
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
$
|
2,821,354
|
|
|
$
|
2,249,891
|
|
|
$
|
571,463
|
|
|
25.4
|
%
|
Cost of sales
|
1,306,463
|
|
|
1,192,043
|
|
|
114,420
|
|
|
9.6
|
%
|
|||
Gross profit
|
1,514,891
|
|
|
1,057,848
|
|
|
457,043
|
|
|
43.2
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
General and administrative
|
3,883,887
|
|
|
2,570,601
|
|
|
1,313,286
|
|
|
51.1
|
%
|
|||
Sales and marketing
|
526,112
|
|
|
404,272
|
|
|
121,840
|
|
|
30.1
|
%
|
|||
Total operating expenses
|
4,409,999
|
|
|
2,974,873
|
|
|
1,435,126
|
|
|
48.2
|
%
|
|||
Loss from operations
|
(2,895,108
|
)
|
|
(1,917,025
|
)
|
|
(978,083
|
)
|
|
51.0
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
(17,060
|
)
|
|
(60,654
|
)
|
|
43,594
|
|
|
(71.9
|
)%
|
|||
Change in fair value of warrant liability
|
73,571
|
|
|
—
|
|
|
73,571
|
|
|
—
|
%
|
|||
Other income (expense), net
|
—
|
|
|
(276
|
)
|
|
276
|
|
|
(100.0
|
)%
|
|||
Total other income (expense)
|
56,511
|
|
|
(60,930
|
)
|
|
117,441
|
|
|
(192.7
|
)%
|
|||
Net loss
|
$
|
(2,838,597
|
)
|
|
$
|
(1,977,955
|
)
|
|
$
|
(860,642
|
)
|
|
43.5
|
%
|
10.1
|
2011 B Equity Incentive Plan of IZEA Holdings, Inc.
|
10.2
|
Employment Agreement between IZEA Holdings, Inc. and Ryan Schram as of July 30, 2011
|
31.1
|
Section 302 Certification of Principal Executive Officer
|
31.2
|
Section 302 Certification of Principal Financial Officer
|
32.1*
|
Section 906 Certification of Principal Executive Officer
|
32.2*
|
Section 906 Certification of Principal Financial Officer
|
101**
|
The following materials from IZEA Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) Consolidated Statement of Stockholders' Deficit, (iv) the Consolidated Statements of Cash Flow, and (iv) Notes to Consolidated Financial Statements tagged as blocks of text.
|
*
|
In accordance with Item 601of Regulation S-K, this Exhibit is hereby furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.
|
**
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
|
IZEA HOLDINGS, INC.
a Nevada corporation
|
|
|
|
|
November 8, 2011
|
By:
|
/s/ Edward Murphy
|
|
|
Edward Murphy
President, Chief Executive Officer,
and a Director
(Principal Executive Officer)
|
November 8, 2011
|
By:
|
/s/ Donna Mackenzie
|
|
|
Donna Mackenzie
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
|
(A)
|
the assignment to Optionee of any duties inconsistent with the position in the Company that Optionee held immediately prior to the assignment;
|
(B)
|
a Change of Control resulting in a significant adverse alteration in the status or conditions of Optionee's participation with the Company or other nature of Optionee's responsibilities from those in effect prior to such Change of Control, including any significant alteration in Optionee's responsibilities immediately prior to such Change in Control; and
|
(C)
|
the failure by the Company to continue to provide Optionee with benefits substantially similar to those enjoyed by Optionee prior to such failure.
|
COMPANY:
|
EXECUTIVE:
|
IZEA HOLDINGS, INC.
|
RYAN SCHRAM
|
By: /s/ Edward Murphy
|
By: /s/ Ryan Schram
|
Title: Founder/CEO
|
Title: Chief Marketing Officer
|
Date: July 30, 2011
|
Date: July 30, 2011
|
Period / 20% of total Bonus
|
100% Bonus
|
100% target KPI / 100% Bonus
|
90% target KPI / 80% Bonus
|
80% target KPI / 60% Bonus
|
||||||||
Q4 2011
|
$
|
20,000
|
|
$
|
20,000
|
|
$
|
16,000
|
|
$
|
12,000
|
|
Annual 2011 20% of total Bonus (prorated)
|
$
|
5,000
|
|
$
|
5,000
|
|
$
|
4,000
|
|
$
|
3,000
|
|
Q1 2012
|
$
|
20,000
|
|
$
|
20,000
|
|
$
|
16,000
|
|
$
|
12,000
|
|
Q2 2012
|
$
|
20,000
|
|
$
|
20,000
|
|
$
|
16,000
|
|
$
|
12,000
|
|
Q3 2012
|
$
|
20,000
|
|
$
|
20,000
|
|
$
|
16,000
|
|
$
|
12,000
|
|
Q4 2012
|
$
|
20,000
|
|
$
|
20,000
|
|
$
|
16,000
|
|
$
|
12,000
|
|
Annual 2012 20% of total Bonus
|
$
|
20,000
|
|
$
|
20,000
|
|
$
|
16,000
|
|
$
|
12,000
|
|
/s/ Edward Murphy
|
|
Edward Murphy, President and
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Donna Mackenzie
|
|
Donna Mackenzie
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
/s/ Edward Murphy
|
|
Edward Murphy
Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Donna Mackenzie
|
|
Donna Mackenzie
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|