VerifyMe, Inc. - FORM 10-Q - August 27, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission file number 0-31927

 

LASERLOCK TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

  Nevada   23-3023677  
  (State or Other Jurisdiction of Incorporation or Organization)    (I.R.S. Employer Identification No.)   
         
         
  837 Lindy Lane Bala Cynwyd, PA   19004  
  (Address of Principal Executive Offices )   (Zip Code)  
    (610) 668-1952    
    (Registrant’s Telephone Number, Including Area Code)     
         
         

(Former Name, Former Address and Former Fiscal year, if Changed Since Last Report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days). Yes ☐ No ☑

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

       
 Large accelerated filer  ☐  Accelerated filer  ☐
 Non-accelerated filer  ☐  Smaller reporting company  ☑
       

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 145,144,603 shares of common stock outstanding at August 24, 2012.

 

 
 

Form 10-Q

June 30, 2012

TABLE OF CONTENTS

 

    Page
  PART I  
Item 1. Financial Statements
  Condensed Consolidated Balance Sheets 3
 

Condensed Consolidated Statements of Operations

           4
 

Condensed Consolidated Statements of Cash Flows

 6
  Condensed Consolidated Statement of Stockholders equity ( deficit ) 5
  Condensed Consolidated Notes to the Financials Statements  7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4T Controls and Procedures 20
     
  PART II  
Item 6. Exhibits 21
   
SIGNATURES 22

 

 

1
 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS 

 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

CONTENTS

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
           
           
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
           
           
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited)
           
           
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
           
           
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

 

2
 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Balance Sheets

March 31, 2012 and December 31, 2011

 

   March 31, 2012  December 31,2011
   (Unaudited)   
ASSETS      
       
CURRENT ASSETS          
Cash and cash equivalents  $19,793   $53,573 
Accounts receivable, net of allowance of $0 at          
 March 31, 2012 and December 31, 2011   3,060    —   
Inventory   33,101    35,137 
Deferred finance charges   9,313    13,625 
Prepaid expenses   87,382    117,760 
           
TOTAL CURRENT ASSETS   152,649    220,095 
           
PROPERTY AND EQUIPMENT          
Capital equipment   32,604    32,604 
Less accumulated depreciation   32,604    32,604 
    —      —   
           
Patent costs, net of accumulated amortization of          
 $81,619 and $78,851 as of March 31, 2012          
 and December 31, 2011   115,850    118,618 
           
TOTAL ASSETS  $268,499   $338,713 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES          
Accounts payable and accrued expenses  $1,748,005   $1,583,853 
Notes payable   50,000    50,000 
           
TOTAL CURRENT LIABILITIES   1,798,005    1,633,853 
           
LONG-TERM LIABILITIES          
Senior secured convertible notes payable   781,500    781,500 
Convertible notes payable   140,000    140,000 
Notes payable, net of discount of $17,350 and $18,589 as of          
 March 31, 2012 and December 31, 2011   1,093,650    1,092,411 
           
TOTAL LONG-TERM LIABILITIES   2,015,150    2,013,911 
           
STOCKHOLDERS' DEFICIT          
           
Preferred Stock, $ .001 par value; 75,000,000 shares authorized;     
  no shares issued and outstanding   —      —   
Common stock, $ .001 par value; 175,000,000 shares authorized;     
  174,940,506 shares issued and 145,144,603 outstanding at          
 March 31, 2012 and December 31, 2011   174,940    174,940 
           
Additional paid in capital   8,817,382    8,817,382 
           
Treasury stock (29,795,903 shares at March 31, 2012          
 and December 31, 2011), at cost   (113,389)   (113,389)
           
Deficit accumulated during the development stage   (12,423,589)   (12,187,984)
           
STOCKHOLDERS' DEFICIT   (3,544,656)   (3,309,051)
           
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $268,499   $338,713 

 

See the accompanying notes to the condensed consolidated financial statements.

 

3
 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Operations (Unaudited)

For the Three Months Ended March 31, 2012 and 2011

And for the Period November 10, 1999 (Date of Inception) to March 31, 2012

 

 

      Three Months  Three Months
   Cumulative  Ended  Ended
   Since  March 31,  March 31,
   Inception  2012  2011
                
NET REVENUES               
Sales  $457,866   $3,740   $900 
Royalties   645,180    10,000    1,890 
                
TOTAL NET REVENUE   1,103,046    13,740    2,790 
                
COST OF SALES   426,984    2,036    373 
                
GROSS PROFIT   676,062    11,704    2,417 
                
OPERATING EXPENSES               
     Research and development   863,629    1,257    —   
     Patent costs   65,000    —      —   
     Legal and Accounting   1,352,359    90,347    9,969 
     Sales and Marketing   5,479,277    48,308    51,778 
     General and administrative   3,772,245    35,690    39,781 
   Total operating expenses   11,532,510    175,602    101,528 
                
LOSS BEFORE OTHER INCOME   (10,856,448)   (163,898)   (99,111)
                
OTHER INCOME (EXPENSE)               
Interest income   63,663    —      51 
Interest expense   (1,984,768)   (71,707)   (84,173)
Gain on debt forgiveness   184,242    —      —   
Gain on disposition of assets   4,722    —      —   
    (1,732,141)   (71,707)   (84,122)
                
LOSS BEFORE INCOME TAX BENEFIT   (12,588,589)   (235,605)   (183,233)
                
INCOME TAX BENEFIT   (165,000)   —      —   
                
NET LOSS  $(12,423,589)  $(235,605)  $(183,233)
                
BASIC AND DILUTED NET LOSS PER               
   COMMON SHARE       $(0.00)  $(0.00)
                
BASIC AND DILUTED WEIGHTED AVERAGE               
   COMMON SHARES OUTSTANDING        145,144,603    155,673,839 

See the accompanying notes to the condensed consolidated financial statements.

 

4
 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)

For the Period November 10, 1999 (Date of Inception) to March 31, 2012

 

 

 

            Deficit Accumulated During the Development Stage  
  Common Stock        
    Deferred Consulting Fees Additional Paid- In Capital  
   Number of Shares    Treasury Stock  
  Amount Total
               
Issuance of initial 4,278,000 shares on November 10, 1999       4,278,000                 4,278                       -               -               16,595                         -           20,873
Issuance of shares of common stock in exchange for services             1,232,000                   1,232                          -                  -                    35,728                           -                36,960
Issuance of shares of common stock              2,090,000                   2,090                          -                  -                    60,610                           -                62,700
Stock issuance costs                            -                          -                          -                  -                   (13,690)                           -              (13,690)
Net loss                            -                          -                          -                  -                              -                (54,113)              (54,113)
               
Balance, December 31, 1999             7,600,000                   7,600                          -                  -                    99,243                (54,113)                52,730
               
Issuance of shares of common stock              5,449,999                   5,450                          -                  -                  921,050                           -              926,500
Issuance of shares of common stock in exchange for services                240,000                      240                          -       (40,800)                    40,560                           -                         -
Stock issuance costs                            -                          -                          -                  -                   (16,335)                           -              (16,335)
Fair value of non-employee stock options grants                            -                          -                          -                  -                    50,350                           -                50,350
Amortization of deferred consulting fees                            -                          -                          -        20,117                              -                           -                20,117
Net loss                            -                          -                          -                  -                              -              (367,829)            (367,829)
               
Balance, December 31, 2000         13,289,999                 13,290                          -       (20,683)               1,094,868              (421,942)              665,533
               
Issuance of shares of common stock                 217,500                      218                          -                  -                    77,723                           -                77,941
Issuance of shares of common stock and stock options for              
   acquisition of subsidiary             2,000,000                   2,000                          -                  -                  736,000                           -              738,000
Issuance of stock options                            -                          -                          -                  -                    15,000                           -                15,000
Exercise of options             1,450,368                   1,450                          -                  -                  230,609  .               232,059
Fair value of non-employee stock options                            -                          -                          -                  -                  323,250                           -              323,250
Amortization of deferred consulting fees                            -                          -                          -        20,683                              -                           -                20,683
Net loss                            -                          -                          -                  -                              -           (1,052,299)         (1,052,299)
               
Balance, December 31, 2001           16,957,867                 16,958                          -                  -               2,477,450           (1,474,241)           1,020,167
               
Issuance of shares of common stock              3,376,875                   3,377                          -                  -                  687,223                           -              690,600
Fair value of non-employee stock options                            -                          -                          -                  -                    94,000                           -                94,000
Salary due to shareholder contributed capital                            -                          -                          -                  -                    15,000                           -                15,000
Return of shares of common stock related to purchase price              
     adjustment            (1,000,000)                 (1,000)                          -                  -                 (353,000)                           -            (354,000)
Net loss                            -                          -                                  -           (1,195,753)         (1,195,753)
               
Balance, December 31, 2002           19,334,742                 19,335                          -                  -               2,920,673           (2,669,994)              270,014
               
Issuance of shares of common stock            22,512,764                 22,512                          -                  -               1,387,109                           -           1,409,621
Fair value of non-employee stock options                            -                          -                          -                  -                  213,300                213,300
Issuance of shares of common stock in exchange for services                143,000                      143                          -                  -                    23,857                  24,000
Stock issuance costs                            -                          -                          -                  -                   (49,735)                (49,735)
Net loss                             -                          -                          -                  -                              -           (1,107,120)         (1,107,120)
               
Balance, December 31, 2003           41,990,506                 41,990                          -                  -               4,495,204           (3,777,114)              760,080
               
Stock issuance costs                            -                          -                          -                  -                   (25,000)                           -              (25,000)
Fair value of non-employee stock options                            -                          -                          -                  -                  493,600                           -              493,600
Issuance of shares of common stock            18,600,000                 18,600                          -                  -                  939,881                           -              958,481
Net loss                             -                          -                          -                  -                              -           (1,406,506)         (1,406,506)
               
Balance, December 31, 2004           60,590,506                 60,590                          -                  -               5,903,685           (5,183,620)              780,655
               
Fair value of non-employee stock options                            -                          -                          -                  -                  286,762                           -              286,762
Issuance of shares of common stock              3,000,000                   3,000                          -                  -                  102,000                           -              105,000
Net loss for the year ended December 31, 2005                            -                          -                          -                  -                              -           (1,266,811)         (1,266,811)
               
Balance at December 31, 2005            63,590,506                 63,590                          -                  -               6,292,447           (6,450,431)              (94,394)
               
Fair value of non-employee stock options                            -                          -                          -                  -                  215,463                           -              215,463
Fair value of employee stock options                            -                          -                          -                  -                  135,098                           -              135,098
Fair value of warrants issued for deferred finance charges                            -                          -                          -                  -                  392,376                           -              392,376
Exercise of warrants             5,550,000                   5,550                          -                  -                    49,950                           -                55,500
Exercise of options             4,300,000                   4,300                          -                  -                     (3,870)                           -                     430
Shares retired upon cancellation of consulting agreements            (1,200,000)                 (1,200)                          -                  -                      1,080                           -                   (120)
Issuance of shares for services             1,200,000                   1,200                        53,800                  55,000
Net loss for the year ended December 31, 2006                            -                          -                          -                  -                              -           (1,607,017)         (1,607,017)
               
Balance at December 31, 2006            73,440,506                 73,440                          -                  -               7,136,344           (8,057,448)            (847,664)
               
Fair value of non-employee stock options                            -                          -                          -                  -                    47,692                           -                47,692
Fair value of employee stock options                            -                          -                          -                  -                    67,651                           -                67,651
Recognition of beneficial conversion feature                            -                          -                          -                  -                  375,000                           -              375,000
Net loss for the year ended December 31, 2007                            -                          -                          -                  -             (1,117,334)         (1,117,334)
               
Balance at December 31, 2007            73,440,506                 73,440                          -                  -               7,626,687           (9,174,782)         (1,474,655)
               
Fair value of non-employee stock options                            -                          -                          -                  -                    28,752                           -                28,752
Fair value of employee stock options                            -                          -                          -                  -                    19,720                           -                19,720
Fair value of warrants issued in conjunction with debt financing                            -                          -                          -                  -                    25,000                  25,000
Net loss for the year ended December  31, 2008                             -                          -                          -                  -                              -              (931,338)            (931,338)
               
Balance at December 31, 2008            73,440,506                 73,440                          -                  -               7,700,159         (10,106,120)         (2,332,521)
               
Fair value of non-employee stock options                            -                          -                          -                  -                      1,524                           -                  1,524
Fair value of warrants issued in conjunction with debt financing                            -                          -                          -                  -                    15,450                  15,450
Issuance of shares for services             7,200,000 7,200                          -                  -                    40,500                           -                47,700
Shares issued for conversion of notes payable           48,750,000 48,750                          -                  -                  263,291                           -              312,041
Net loss for the year ended December  31, 2009                            -                          -                          -                  -                            -                (694,910)            (694,910)
               
Balance at December 31, 2009         129,390,506               129,390                          -                  -               8,020,924         (10,801,030)         (2,650,716)
               
Fair value of non-employee stock options                            -                          -                          -                  -                         364                         -                       364
Fair value of warrants issued in conjunction with debt financing                            -                          -                          -                  -                    20,143 -                20,143
Issuance of shares for services           25,950,000                 25,950                          -                  -                  182,650                         -              208,600
Net loss for the year ended Decemberr 31, 2010                            -                          -                          -                  -                            -                (721,841)            (721,841)
               
Balance at December 31, 2010         155,340,506               155,340                          -                  -               8,224,081         (11,522,871)         (3,143,450)
               
Issuance of shares for services             1,000,000                   1,000                          -                  -                    29,000                           -                30,000
Contribution of common stock from related parties          (12,000,000)                          -               (95,594)                  -                    95,594                           -                         -
Purchase of common stock for treasury          (17,795,903)                          -               (17,795)                  -                              -                           -              (17,795)
Sale of common stock           15,500,000                 15,500                          -                  -                  384,500                           -              400,000
Issuance of shares for stock issuance costs             2,100,000                   2,100                          -                  -                     (2,100)                           -                         -
Stock issuance costs                            -                          -                          -                  -                   (40,000)                           -              (40,000)
Exercise of options             1,000,000                   1,000                    -                      9,000                           -                10,000
Fair value of warrants issued in conjunction with debt financing                            -                          -                          -                  -                    21,275                           -                21,275
Fair value of employee stock options                            -                          -                          -                  -                    47,658                           -                47,658
Fair value of non-employee stock options                            -                          -                    -                    48,374                           -                48,374
Net loss for the year ended December 31, 2011                            -                          -                          -                  -                              -              (665,113)            (665,113)
               
Balance at December 31, 2011         145,144,603               174,940             (113,389)                  -               8,817,382         (12,187,984)         (3,309,051)
               
Net loss for the three months ended March 31, 2012                            -                          -                          -                  -                              -              (235,605)            (235,605)
               
Balance at March 31, 2012         145,144,603            174,940           (113,389)               -            8,817,382      (12,423,589)     (3,544,656)

 

 

 

See the accompanying notes to the condensed consolidated financial statements.

 

5
 

 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows(Unaudited)

For the Period November 10, 1999 (Date of Inception) to March 31, 2012

 

 

      Three Months  Three Months
   Cumulative  Ended  Ended
   Since  March 31,  March 31,
   Inception  2012  2011
CASH FLOWS FROM OPERATING ACTIVITIES         
Net cash used in operating activities  $(6,705,988)  $(33,780)  $(55,427)
                
CASH FLOWS FROM INVESTING ACTIVITIES               
    Purchase of property and equipment   (35,749)   —      —   
    Purchase of intangibles   (20,000)   —      —   
    Purchase of patent costs   (197,469)   —      —   
    Proceeds from sale of assets   6,738    —      —   
                
Net cash used in investing activities   (246,480)   —      —   
                
CASH FLOWS FROM FINANCING ACTIVITIES               
    Proceeds from issuance of common stock   4,491,447    —      —   
    Proceeds from exercise of stock options   242,369    —      —   
    Proceeds from issuance of stock options   15,000    —      —   
    Proceeds from exercise of warrants   55,500    —      —   
    Proceeds from issuance of notes   2,589,000    —      —   
    Repayments of notes   (196,500)   —      —   
    Payment for treasury stock   (17,795)   —      —   
    Debt issuance costs   (62,000)   —      —   
    Stock issuance costs   (144,760)   —      —   
                
Net cash provided by financing activities   6,972,261    —      —   
                
NET DECREASE IN CASH AND               
CASH EQUIVALENTS   19,793    (33,780)   (55,427)
                
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   —      53,573    77,330 
                
CASH AND CASH EQUIVALENTS - END OF PERIOD  $19,793   $19,793   $21,903 
                
SUPPLEMENTAL DISCLOSURE OF NON-CASH               
INVESTING AND FINANCING ACTIVITIES:               
Cash paid during the year for:               
Interest  $39,440   $—     $563 
                
           Income taxes  $—     $—     $—   
                
Return of shares of common stock related to               
    purchase price adjustment               
         Common stock   (1,000)   —      —   
         Additional paid-in capital   (353,000)   —      —   
                
     Intangible assets  $(354,000)  $—     $—   
                
            Issuance of common stock and stock options               
            for acquisition of subsidiary  $738,000   $—     $—   
                
       Proceeds from common stock sales applied directly               
              to debt and financing expenses repayment  $55,270   $—     $—   
                
Fair value of warrants issued for deferred finance charges  $392,376   $—     $—   
                
Fair value of stock issued for conversion of notes payable  $312,041   $—     $—   
                
Fair value of beneficial conversion option  $400,000   $—     $—   
                
Fair value of warrants issued as debt discount  $78,043   $—     $—   
                
Issuance of common stock for stock issuance costs  $2,100   $—     $—   
                
Issuance of options as stock cost for treasury stock  $5,594   $—     $—   

 

6
 

 

See the accompanying notes to the condensed consolidated financial statements.

LaserLock Technologies, Inc. and Subsidiaries

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 The financial statements are presented in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 915 for development stage entities.  The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Rule 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission.  Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.

 

Comprehensive Income

The Company follows FASB ASC 220 in reporting comprehensive income.  Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.  Since the Company has no items of other comprehensive loss, comprehensive loss is equal to net loss.

 

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses and notes payable.  The carrying value of cash, accounts receivable, accounts payable and accrued expenses because of their short maturities. The Company believes the carrying amount of its notes payable and convertible debt approximates its fair value based on rates and other terms currently available to the Company for similar debt instruments. The Company classifies the fair value of its notes payable and convertible debt within level 2 of the fair value hierarchy based on observable inputs used to estimate fair value.

   

Loss Per Share

The Company follows FASB ASC 260 when reporting Earnings Per Share resulting in the presentation of basic and diluted earnings per share.  Because the Company reported a net loss for the three months ended March 31, 2012 and 2011, common stock equivalents, including convertible debt, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and dilutive loss per share were the same.

 

Segment Information

The Company is organized and operates as one operating segment wherein the Company’s patented technologies are utilized to address counterfeiting issues primarily in the gaming industry. In accordance with FASB ASC 280, Segment Reporting, the chief operating decision-maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.  Since the Company operates in one segment and provides one group of similar products, all financial segment and product line information required by FASB ASC 280 can be found in the condensed consolidated financial statements. 

 

7
 

 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recently Adopted Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04 (“ASC Update 2011-04”), Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS. This ASU is intended to update the fair value measurement and disclosure requirements in US GAAP for measuring fair value and for disclosing information about fair value measurements.  Some of the amendments clarify the Board’s intent about application of existing fair value measurement requirements, while others change a particular principle or requirement for measuring or disclosing fair value measurement information.  The amendments in this update are for interim and annual periods beginning after December 15, 2011.  The Company adopted the provisions of this ASU, and the required changes in presentation and disclosure requirements have been included in the March 31, 2012 financial statements.  The adoption did not have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

As of March 31, 2012, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s condensed consolidated financial statements.

 

NOTE 2 – GOING CONCERN

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow during the development stage. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Since inception, the Company has focused on developing and implementing our business plan. The Company has not recently paid salaries to management and is utilizing subcontractors on a work for hire basis to continue the operations of the Company. The Company believes that its existing cash resources will not be sufficient to sustain operations during the next twelve months. The Company intends to raise funds through the sale of debt and equity securities. The issuance of additional equity would result in dilution to the existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company may be unable to execute upon the business plan or pay costs and expenses as they are incurred, which could have a material adverse effect on the business, financial condition and results of operations.

 

Even if the Company is successful in raising sufficient capital to complete the development of its products, the Company’s ability to continue in business as a viable going concern can only be achieved when revenues reach a level that sustains business operations. If sufficient funding cannot be obtained in the short term, the Company will need to reduce monthly expenditures to a level that will enable the Company to continue until such funds can be obtained.

 

The Company is in the development stage at March 31, 2012. Successful completion of the Company’s development program and, ultimately the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure. However, there can be no assurances that the Company will be able to secure additional debt financing or equity investment or achieve an adequate sales level.

8
 

 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 3 – PATENTS

 

The Company has five issued patents for anti-counterfeiting technology. Accordingly, costs associated with the registration of these patents and legal defense have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents (17 years). Amortization expense for patents was $2,768 and $2,715 for the three months ended March 31, 2012 and 2011, respectively. Future estimated amortization for the remaining nine months ending December 31, 2012 is $8,000. Future estimated annual amortization over the next five years is approximately $11,000 per year for the years ending December 31, 2013 through 2017.

 

NOTE 4 - SENIOR SECURED CONVERTIBLE NOTES PAYABLE

 

In February 2006, the Company commenced a private placement of up to $800,000 principal amount of 10% senior secured convertible promissory notes due twelve months from the date of issue to certain Company shareholders and other accredited investors. As of December 31, 2006, the Company completed this private placement by selling all notes payable totaling $800,000. The notes are secured by a first priority lien on all of the tangible and intangible personal property of the Company. In May 2007, the due date of these notes was extended to August 2008 and the interest rate increased to 12% annum during the extension period. In June 2011, the due date of $90,000 of these notes was extended to September 2013, $95,000 of the notes was extended to September 2014 and the due date of $596,500 of the notes was extended to September 2015. The interest rate associated with $762,500 of the extended notes in June 2011 is 10% per annum, while the remaining $19,000 is at 12% per annum. As of March 31, 2012 and December 31, 2011, the outstanding principal balance on these notes was $781,500. Accrued interest at March 31, 2012 and December 31, 2011 amounted to $541,298 and $521,665, respectively. Interest expense for the three months ended March 31, 2012 and 2011 was $19,633 and $24,000, respectively.

 

Purchasers of the notes were issued 8,000,000 10-year warrants exercisable into the Company’s shares of common stock at an exercise price of $0.01 per share. The warrants were valued at $392,376 and recorded as a debt discount on the notes payable. The Company used the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 169% and 284%, risk-free interest rate between 3.6% and 4.5% and expected warrant life of ten years. The deferred finance charges were amortized over one year, which was the original term of the notes. As of March 31, 2012, the Company has received $70,000 for the exercise of 7,000,000 of the warrants.

 

In addition, if an equity financing with total proceeds of more than $5,000,000 occurs while any notes are outstanding, holders of notes will have the right, at their option, to convert the outstanding principal and interest of the notes into shares at a discount of 30% of the price per share in the qualified financing. Since the embedded conversion feature is contingent upon the occurrence of the qualified financing, the value of the contingent conversion feature, if beneficial, will be recognized when the triggering event occurs and the contingency is resolved. 

9
 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 5 - CONVERTIBLE NOTES PAYABLE

 

During 2007, the Company commenced a private placement of up to $400,000 principal amount of 10% Convertible Promissory Notes originally due in August 2008 (the “Notes”). The Company raised $375,000 under this private placement in 2007 and the remaining $25,000 was raised in 2008. Holders of Notes will have the right, at their option, to convert the outstanding principal and interest of the Notes into shares of the Company’s Series A Preferred Stock at any time and from time to time at the option of the holder at the initial conversion price of $0.005333 per share. The Notes are unsecured.

 

In June 2011, the noteholder of the $140,000 under this convertible note issue agreed to extend the maturity date of these notes to September 30, 2015 at an interest rate of 10% per annum. Additionally, the noteholder agreed in writing to suspend its right to convert its notes until such time as the Company’s authorized shares have been increased. Remaining shares to be potentially issued under this convertible note issue are 26,250,000.

 

As of March 31, 2012 and December 31, 2011, the remaining principal balance on the notes was $140,000.  Accrued interest at March 31, 2012 and December 31, 2011 amounted to $68,250 and $64,750, respectively. Interest expense for the three months ended March 31, 2012 and 2011 was $3,500 for both periods.

 

NOTE 6 - NOTES PAYABLE

 

Notes payable consists of the following:

 

  March 31, 2012 December 31, 2012
Unsecured notes payable; interest at 10% per annum; principal and accrued interest due at maturity from April 2013 through  September 2015 $561,000 $561,000

 

Series A notes payable; interest at 8% per annum; principal and accrued interest due at extended maturity date in September 2015

 150,000 150,000

 

Series A notes payable; interest at 8% per annum; principal and accrued interest due at maturity in October 2011 (past due)

 50,000

 

 

 

50,000

 

Notes payable, interest at 25% per annum; principal and interest due September 2013

 400,000 400,000

 

Less: Debt discount

 (17,350) (18,589)
  1,143,650 1,142,411
Less: Current portion     50,000      50,000
Long-term portion $1,093,650 $1,092,411
     

 

10
 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 6 - NOTES PAYABLE (Continued)

 

At March 31, 2012 and December 31, 2011, accrued interest on notes payable was $405,831 and $362,806, respectively. Interest expense for the three months ended March 31, 2012 and 2011 was $43,025 and $44,650 respectively.

 

Private Placement of 8% Series A Notes Payable

In August 2009, the Company commenced a private placement of up to $300,000 consisting of up to six units. Each unit consists of a $50,000, 8% Series A Note Payable, due September 30, 2011, and a non-detachable warrant to purchase two million shares of the Company’s common stock. During 2009, the Company sold four units, issued $200,000 of 8% Series A Notes Payable, issued eight million warrants, and raised $180,000, net of commission of $20,000. In January 2010, the Company sold 0.5 units, issued $25,000 of 8% Series A Notes Payable, issued one million warrants, and raised $17,500 net of commissions of $7,500. The commissions were treated as deferred finance charges and are expensed over the term of notes payable. For the three months ended March 31, 2011, amortization of deferred finance charges was $7,682. No amortization was recorded for the three months ended March 31, 2012, since the deferred finance charges were fully amortized as of December 31, 2011.

 

In June 2011, the maturity date on the $150,000 of the 8% Series A Notes Payable and the term on the associated six million warrants were extended to September 30, 2015. As a result, the warrants were revalued using the Black-Scholes option pricing model to calculate the incremental fair-value of the warrants of $21,275, with the following assumptions: no dividend yield, expected volatility of 60%, risk free interest rate of 1.52% and warrant life of approximately 1.25 years. As part of the debt extension, the lender holding the six million warrants agreed in writing to suspend its right to exercise these warrants until such time that the Company’s authorized shares have been increased.

 

The relative fair value of the warrants issued in conjunction with the 8% Series A Notes Payable have been treated as a debt discount with an offsetting credit to additional paid-in capital. The debt discount related to the warrant issuances are being accreted to interest expense over the term of the notes. When the warrants were revalued the incremental amount of $21,275 was also treated as additional debt discount and is being accreted over the new term of the 8% Series A Notes Payable. As of March 31, 2012 and December 31, 2011, the unaccreted debt discount related to warrants issued in conjunction with the 8% Series A Notes payable was $17,350 and $18,589, respectively. For the three months ended March 31, 2012 and 2011, accreted interest expense from the accretion of the debt discount was $1,239 and $4,910, respectively.

 

11
 

 

 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

  

NOTE 6 – NOTES PAYABLE (Continued)

 

Private Placement of 25% Notes Payable

In 2010, the Company issued $400,000 in notes payable in order to finance a patent infringement lawsuit (see Note 10 - Subsequent Events to these condensed consolidated financial statements). The notes payable accrue interest at 25% per annum and mature upon the earlier of September 1, 2013 or the date on which the Company receives net proceeds from the patent infringement claim. In addition to the base interest of 25% per annum, interest, accruing to maturity the lenders are entitled to Bonus Interest equal to the following: 

 

  a. First monies realized by the Company from its share of the net proceeds of the lawsuit shall be allocated and paid to the Lender until the principal and base interest accruing has been fully paid.

 

  b. The next monies from the net proceeds of the litigation settlement will be paid to the Company to reimburse for out-of-pocket legal costs related to the lawsuit.

 

  c. The next $825,000 of proceeds will be split 50%/50% between the Company and the Lenders.

 

  d. The next $1 million realized by the Company shall be allocated 90% to the Company and 10% to the Lenders.

 

  e. The next $1 million realized by Company shall be allocated 85% to Company and 15% to Lenders.

 

  f. All remaining proceeds realized by Company shall be allocated 80% to Company and 20% to Lenders.

 

 The Lenders have a security interest in the Company's patent infringement claim in which the Lender has the right to the net proceeds of this lawsuit to satisfy outstanding principal and interest under the notes.

  

As part of the private placement of the 25% notes payable, the Company incurred debt placement fees of $34,500 in 2010. These debt placement fees have been treated as deferred finance charges and are being amortized to interest expense over the life of the notes payable. For the three months ended March 31, 2012 and 2011, amortization of deferred finance charges was $4,313 for both periods.

 

Aggregate Maturities of Long-term Debt

Aggregate maturities of the senior secured convertible notes, convertible notes and notes payable over the next five years are as follows:

2012         50,000  
2013       490,000  
2014         95,000  
2015    1,447,500  
2016    -   

 

12
 

 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 7 – STOCK OPTIONS AND WARRANTS

 

During 1999, the Board of Directors (“Board”) of the Company adopted, with the approval of the stockholders, a Stock Option Plan. In 2000, the Board superseded that plan and created a new Stock Option Plan, pursuant to which it is authorized to grant options to purchase up to 1.5 million shares of common stock. On December 17, 2003, the Board, with approval of the stockholders, superseded this plan and created the 2003 Stock Option Plan (the “Plan”). Under the Plan the Company is authorized to grant options to purchase up to 18,000,000 shares of common stock to the Company’s employees, officers, directors, consultants, and other agents and advisors. The Plan is intended to permit stock options granted to employees under the Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the Plan, which are not intended to qualify as Incentive Stock Options, are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of March 31, 2012, there were 3,100,000 options that had been issued and exercised, 13,625,996 options that had been issued and were unexercised, and 1,274,004 options that were available to be issued under the Plan.

 

The Plan is administered by a committee of the Board of Directors (“Stock Option Committee”) which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan.

 

In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock for which an employee may exercise Incentive Stock Options under all plans of the company shall not exceed $1,000,000 per calendar year. If any employee shall have the right to exercise any options in excess of $100,000 during any calendar year, the options in excess of $100,000 shall be deemed to be Non-Statutory Stock Options, including prices, duration, transferability and limitations on exercise.

 

The Company issued non-statutory stock options pursuant to contractual agreements to non-employees. Options granted under the agreements are expensed when the related service or product is provided.

  

13
 

 

 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 NOTE 7 – STOCK OPTIONS AND WARRANTS (Continued)

 

The following tables summarize non-employee stock option/warrant activity of the Company since December 31, 2011:

 

 

         Weighted Average
   Option/Warrant  Exercise  Exercise
   Shares  Price  Price
                  
 Outstanding, December 31, 2011    15,385,996     $.0125 to $.20    $0.01 
                  
 Granted    —      —      —   
 Exercised    —      —      —   
 Expired    —      —      —   
                  
 Outstanding, March 31, 2012    15,385,996    $.0125 to $.20   $0.01 
                  
 Exercisable, March 31, 2012    15,385,996    $.0125 to $.20   $0.01 
                  
 Weighted Average Remaining Life,                
  Exercisable, March 31, 2012 (years)    6.1           

 

A summary of incentive stock option transactions for employees since December 31, 2011 is as follows:

 

         Weighted Average
   Option  Exercise  Exercise
   Shares  Price  Price
                  
 Outstanding, December 31, 2011    6,390,000   $0.001250   $0.00125 
                  
 Granted    —      —      —   
 Exercised    —      —      —   
 Expired/Returned    —      —      —   
                  
 Outstanding, March 31, 2012    6,390,000   $0.00125   $0.00125 
                  
 Exercisable, March 31, 2012    6,390,000   $0.00125   $0.00125 
                  
 Weighted Average Remaining Life,                
  Exercisable, March 31, 2012    9.1           

 

 

 

14
 

LaserLock Technologies, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

At March 31, 2012 and December 31, 2011, five shareholders of the Company held $577,500 of the senior secured convertible notes payable.

 

One shareholder held $140,000 of convertible notes payable as of March 31, 2012 and December 31, 2011.

 

At March 31, 2012 and December 31, 2011, two shareholders of the Company held $636,500 of unsecured notes payable.

 

The Company maintains its office at the home of its Chief Executive Officer and President. No formal lease agreement exists and no direct rent expense has been incurred. However, related occupancy costs of $8,359 and $2,986, respectively, were incurred during the three months ended March 31, 2012 and 2011.

 

 

NOTE 9 – MAJOR CUSTOMERS AND VENDORS

 

During the three months ended March 31, 2012, the Company earned a substantial portion of its revenue from one customer in the amount of $12,000. At March 31, 2012, the amount due from this customer, included in trade accounts receivable, was $2,000. During the three months ended March 31, 2011, the Company earned a substantial portion of its revenue from two customers totaling $1,890 and $900, respectively.

 

NOTE 10 – SUBSEQUENT EVENTS

 

Litigation Matters

In October 2010, the Company filed suit in the Western District of Pennsylvania against WS Packaging Group, Inc. (“WS”) alleging that WS infringed on one of the Company’s patents in the manufacture of MONOPOLY game pieces on behalf of McDonald’s Corp. On June 4, 2012, both WS and the Company filed a stipulation to dismiss the action without prejudice and enter into settlement negotiations. Settlement negotiations are ongoing.

 

Notes Payable Issuance

In April 2012, the Company raised $200,000 from a shareholder through the issuance of unsecured notes payable. The note accrues interest at 10% per annum. All principal and accrued interest are due to mature in one year from the date of issuance.

 

Options

In July 2012, the Company issued an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.05, with a term of ten years, to a consultant in exchange for future services.

Employment Agreement

The Chief Executive Officer’s employment agreement was extended to November 2017, with an increase in salary from $180,000 to $220,000 effective July 2012. In addition, the Company will continue to pay all ongoing expenses for the property location of the corporate headquarters, which is owned by the Chief Executive Officer.

15
 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS.

 

 

Cautionary Statements Regarding Forward-Looking Statements

 

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included or incorporated by reference in this quarterly report on Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objective of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expects," "intends," "plans," "projects," "estimates," "anticipates," or "believes" or the negative thereof or any variation thereon or similar terminology or expressions.

 

We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:  our ability to raise additional capital, the absence of any operating history or revenue, our ability to attract and retain qualified personnel, our dependence on third party developers who we cannot control, our ability to develop and introduce a new service to the market in a timely manner, market acceptance of our services, our limited experience in a relatively new industry, the ability to successfully develop licensing programs and generate business, rapid technological change in relevant markets, unexpected network interruptions or security breaches, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, as well as other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission, and “Item 2 — Management’s Discussions and Analysis of Financial Condition and Results of Operation” below.

 

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Except as required by law, we assume no duty to update or revise our forward-looking statements.

 

Overview

 

We were incorporated in Nevada in November 1999. We are a technology development company that delivers product and document authentication and security. We plan to develop and market technologies in a variety of applications in the security fields.

 

We believe that the technologies we own will enable businesses to reconstruct their overall approaches to corporate security - from counterfeit identification to employee or customer monitoring. Potential applications of our technologies are available in different types of products and industries - e.g., gaming, apparel, tobacco, perfume, compact disks, pharmaceuticals, event and transportation tickets, driver's licenses, insurance cards, passports, computer software, DVDs, and credit cards. We intend to generate sales through licenses of our technology or through direct sales of our technology to end-users.

 

We have filed a total of five patent applications relating to our technology, which have all been issued. These patents seek to accomplish non-intrusive document and product authentication in order to reduce losses caused by unpermitted document reproduction or by product counterfeiting. The technologies involve the utilization of invisible or color shifting/changing inks, which are compatible with today's printing machines. The inks may be used with certain printing systems such as offset, flexographic, silkscreen, gravure, and laser. Based upon the Company’s experience, we believe that the ink technologies may be incorporated into existing manufacturing processes. We believe that some of our patents may have non-security applications and we are attempting to commercialize these opportunities.

16
 

 

Strategic Outlook

 

We believe that the security and authentication industries will continue to grow over time, especially as counterfeiting becomes easier with advances in technology. Within the market, we intend to provide our products to government bodies, and merchants in the consumer products, gaming and financial services industries.

 

Sustained spending on technology, our ability to raise additional financing, and the continued growth of the security and authentication markets are all external conditions that may affect our ability to execute our business plan. In addition, certain potential customers may view our small size and limited financial resources as a negative even if they prefer our products to those of our competitors.

 

Our primary strategic objective over the next 12-24 months is to raise additional financing in order to successfully market our products and generate revenue that is sufficient to cover our operating expenses and support additional growth over the next several years.

 

We believe that our near-term success will depend particularly on our ability to develop customer awareness and confidence in our products. Since we have limited capital resources, we will need to closely manage our expenses and conserve our cash by continually monitoring any increase in expenses and reducing or eliminating unnecessary expenditures. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies in the development stage, particularly given that we operate in rapidly evolving markets, that we have limited financial resources, and face an uncertain economic environment. We may not be successful in addressing such risks and difficulties.

 

Results of Operations

 

Comparison of the Three Months Ended March 31, 2012 and 2011

 

The following discussion analyzes our results of operations for the three months ended March 31, 2012 and 2011. The following information should be considered together with our financial statements for such period and the accompanying notes thereto.

 

Net Loss for Three Months Ended March 31, 2012 and 2011

 

Revenue/Net Loss

 

We are a development stage company and have not generated significant revenue since our inception.  For the three months ended March 31, 2012 and 2011, we generated revenues of $13,740 and $2,790, respectively.  Our net loss increased $52,372 to $235,605 for the three months ended March 31, 2012 compared to $183,233 for the three months ended March 31, 2011, as a result of increased expenses as further described below.

 

Cost of Sales

 

For the three months ended March 31, 2012 and 2011, we incurred costs of sales of $2,036 and $373, respectively. The increase in cost of sales was consistent with the increase in revenue in 2012 compared to 2011.

 

Research and Development

 

Research and development expenses were $1,257 and $0 for the three months ended March 31, 2012 and 2011, respectively. The increase in research and development expenses was due to the timing of research and development activities.

 

Legal and Accounting

 

Legal and accounting fees increased $80,378 to $90,347 for the three months ended March 31, 2012 from $9,969 for the three months ended March 31, 2011.  The professional fees were for legal, accounting and other professional services. The increase in legal and accounting fees is primarily related to a patent infringement lawsuit as well as for preparation of filings to bring the Company back into compliance with the filing requirement under the Exchange Act.

 

Sales and Marketing

 

Sales and marketing expenses for the three months ended March 31, 2012 were $48,308 as compared to $51,778 for the three months ended March 31, 2011, a decrease of $3,470.   The expenses consisted largely of expenses associated with marketing the new technology associated with the SecureLight patent issued in 2011.  

 

General and Administrative

 

For the three months ended March 31, 2012 general and administrative expenses were $35,690, a decrease of $4,091 from $39,781 for the three months ended March 31, 2011.  The decrease resulted primarily from a decrease in insurance of $8,000 offset by an increase in occupancy costs of $5,000.

 

Interest Expense

 

During the three months ended March 31, 2012, we incurred interest expense of $71,707, as compared to $84,173 for the three months ended March 31, 2011. The decrease in interest expense directly correlates to the decrease in the interest rate negotiated for the extension of certain notes payable in June 2011.

 

17
 

Liquidity and Capital Resources

 

As of the date of this report, we had cash on hand of $96,150.

 

Net cash used in operating activities for the three months ended March 31, 2012 was $33,780 compared to $55,427 for the three months ended March 31, 2011, a decrease of $21,647. The decrease in net cash used in operating activities is mainly related to an increase in accounts payable and accrued expenses.

 

Net cash used in investing activities was $0 for the three months ended March 31, 2012 and 2011.

 

Net cash provided by financing activities was $0 for the three months ended March 31, 2012 and 2011.

 

In February 2006, the Company commenced a private placement of up to $800,000 principal amount of senior secured convertible promissory notes. As of March 31, 2012, $781,500 of these notes were outstanding. In June 2011, the due dates on these notes were extended as follows: $90,000 in September 2013; $95,000 in September 2014; $596,500 in September 2015. The interest rate associated with $762,500 of the notes is 10% per annum, while the remaining $19,000 of the notes is at 12% per annum. In addition, if an equity financing with total proceeds of more than $5,000,000 occurs while any notes are outstanding, holders of notes will have the right, at their option, to convert the outstanding principal and interest of the notes into shares at a discount of 30% of the price per share in the qualified financing. Accrued interest on these notes at March 31, 2012 amounted to $541,298. 

 

During 2007, the Company commenced a private placement of up to $400,000 principal amount of 10% Convertible Promissory Notes. As of March 31, 2012, the outstanding principal balance on the notes was $140,000.  Holders of Notes will have the right, at their option, to convert the outstanding principal and interest of the Notes into shares of the Company’s Series A Preferred Stock at any time and from time to time at the option of the holder at the initial conversion price of $0.005333 per share. The Notes are unsecured.

 

In June 2011, the noteholder of the $140,000 under this convertible note issue agreed to extend the maturity date of these notes to September 30, 2015 at an interest rate of 10% per annum. Additionally, the noteholder agreed in writing to suspend its right to convert its notes until such time as the Company’s authorized shares have been increased. Remaining shares to be potentially issued under this convertible note issue are 26,250,000.  Accrued interest on these notes at March 31, 2012 amounted to $68,250.

 

As of March 31, 2012, the Company has outstanding unsecured notes payable of $561,000, which bear interest at the rate of 10% per annum. During June 2011, the due date of these notes was extended to September 30, 2015. As of March 31, 2012, accrued interest on these notes payable amounted to $214,643.

 

In August 2009, the Company commenced a private placement of up to $300,000 consisting of up to 6 units. Each unit consists of a $50,000, 8% Series A Note Payable, due September 30, 2011, and a warrant to purchase 2,000,000 shares of the Company’s common stock. The notes are unsecured. The Company sold 4.5 units under this private placement. As of March 31, 2012, $200,000 of these 8% Series A Notes Payable remain outstanding. In June 2011, $150,000 of the 8% Series A Notes Payable and the associated 6,000,000 warrants were extended to September 30, 2015. The remaining $50,000 was due in October 2011 and is currently past due. Accrued interest on the 8% Series A Notes Payable at March 31, 2012 amounted to $40,667.

 

18
 

In 2010, the Company issued $400,000 in notes payable in order to finance a patent infringement lawsuit (see Subsequent Events Note 10). The notes payable accrue interest at 25% per annum and mature upon the earlier of September 1, 2013 or the date on which the Company receives net proceeds from the patent infringement claim. In addition to the base interest of 25% per annum, interest, accruing to maturity the lenders are entitled to Bonus Interest equal to the following:

 

  a. First monies realized by the Company from its share of the net proceeds of the lawsuit shall be allocated and paid to the Lender until the principal and base interest accruing has been fully paid.

 

  b. The next monies from the net proceeds of the litigation settlement will be paid to the Company to reimburse for out-of-pocket legal costs related to the lawsuit.

 

  c. The next $825,000 of proceeds will be split 50%/50% between the Company and the Lenders.

 

  d. The next $1 million realized by the Company shall be allocated 90% to the Company and 10% to the Lenders.

 

  e. The next $1 million realized by Company shall be allocated 85% to Company and 15% to Lenders.

 

  f. All remaining proceeds realized by Company shall be allocated 80% to Company and 20% to Lenders.

 

Accrued interest on these 25% notes payable at March 31, 2012 amounted to $150,521.

 

The Company is in the development stage. During the three months ended March 31, 2012, the Company’s operational resources were used primarily to fund general and administrative expenses to continue operations and a significantly reduced sales and marketing program.

 

As we have not realized significant revenues since our inception, we have financed our operations through public and private offerings of debt and equity securities.  We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution.  

 

Since our inception, we have focused on developing and implementing our business plan.   Our business plans are dependent on our ability to raise capital through private placements of our common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through a future public offering of our securities. There is no assurance that we will raise sufficient capital in order to meet our goals of implementing a sales and marketing effort to introduce the products.  We believe that our existing cash resources will not be sufficient to sustain our operations during the next twelve months.  We intend to raise such financing through private placements and/or the sale of debt and equity securities.  The issuance of additional equity would result in dilution to our existing shareholders.  If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations.

 

Even if we are successful in raising sufficient capital in order to complete the marketing program for our products, our ability to continue in business as a viable going concern can only be achieved when our revenues reach a level that sustains our business operations. While it is impossible to predict the amount of revenues, if any, that we may receive from our products, we presently believe, based solely on our internal projections, that we will generate revenues sufficient to fund our planned business operations if the products are marketed effectively in accordance with our plans.  There can be no assurance that we will raise sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan.  Moreover there can be no assurance that even if our products are marketed effectively, that we will generate revenues sufficient to fund our operations.  In either situation, we may not be able to continue our operations and our business might fail.

 

 

Off-Balance Sheet Arrangements

 

As of March 31, 2012, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.  As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

 

Critical Accounting Policies

 

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

 

19
 

Stock-based Compensation

 

We account for stock-based compensation under the provisions of FASB ASC Topic 718,  Compensation—Stock Compensation   (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes model.  The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.

 

We account for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees   (“ASC 505-50”). Under ASC 505-50, we determine the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

 

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Any stock options issued to non-employees are recorded as an expense and additional paid-in capital in stockholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options at the end of each period.

 

Revenue Recognition

 

In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 104, Revenue Recognition (Codified in FASB ASC 605), we recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists, (ii) a retailer, distributor or wholesaler receives the goods and acceptance occurs, (iii) the price is fixed or determinable, and (iv) collectibility of the sales revenues is reasonably assured. Subject to these criteria, the Company recognizes revenue from product sales, consisting mainly of pigments and penlights, upon shipment to the customer.  Royalty revenue is recognized upon receipt of notification from a customer that the Company’s product has been used in the customer’s production process.

 

 

Recently Issued Accounting Pronouncements

 

Recently issued accounting pronouncements are discussed in Note 1 of the Notes to the Condensed Consolidated Financial Statements.

 

ITEM 3. Quantitative and qualitative Disclosures about market risk

 

Not Applicable

 

ITEM 4. CONTROLS AND PROCEDURES.

 

As of March 31, 2012, we carried out the evaluation of the effectiveness of our disclosure controls and procedures required by Rule 13a-15(e) under the Exchange Act under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer concluded that, as of March 31, 2012, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure, because of the material weakness described below.

 

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements would not be prevented or detected. A material weakness in the Company’s internal controls exists in that there is limited segregation of duties amongst the Company’s employees with respect to the Company’s preparation and review of the Company’s financial statements. This material weakness is a result of the Company’s limited number of personnel. This material weakness may affect management’s ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP.

 

There has been no change in our internal control over financial reporting identified in connection with this evaluation that occurred during our fiscal quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

20
 

PART II – OTHER INFORMATION

 

ITEM 6. EXHIBITS.

 

31.1 Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1

Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

21
 

 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

LASERLOCK TECHNOLOGIES, INC.

 

 

 

Date: August 24, 2012 By: /s/ Norman A. Gardner

Norman A. Gardner

Chairman of the Board,

Chief Executive Officer,

and President

 

 
 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFCER

PURSUANT TO RULES 13a-14a AND 15d-14a

OF THE SECURITIES AND EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Norman A. Gardner, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of LaserLock Technologies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

  
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
  
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
  

 

 

Date: August 24, 2012 By: /s/ Norman A. Gardner

Norman A. Gardner

Chief Executive Officer and Principal

Financial Officer

 

 
 

 

Exhibit 32.1

 

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

OF LASERLOCK TECHNOLOGIES, INC.

PURSUANT TO 18 U.S.C. SECTION 1350

 

 

In connection with the Quarterly Report on Form 10-Q of LaserLock Technologies, Inc. (the "Company") for the period ended March 31, 2012, as filed with the Securities and Exchange Commission (the "Report"), I, Norman A. Gardner, Chief Executive Officer and Principal Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date: August 24, 2012 /s/ Norman A. Gardner

Norman A. Gardner

Chief Executive Officer and Principal Financial Officer

 

 

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