imedicor10qa033113.htm

10-Q/A 1 imedicor10qa033113.htm 10-Q/A imedicor10qa033113.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2013

Commission file number: 000-52765

iMEDICOR, INC. AND SUBSIDIARY

(Exact Name of Registrant as Specified in Its Charter)

Nevada		95-4696799
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13506 Summerport Pkwy #160, Windermere, FL 34786

(Address of principal executive offices) (Zip Code)

(407) 505-8934

(Registrant’s Telephone Number, Including Area Code)

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

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

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

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

There were 1,058,412,086 outstanding shares of the issuer’s Common Stock, $0.001 par value, on February 18, 2014.

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the for three and nine months ended March 31, 2013 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on October 14, 2013, for the purpose of accounting for derivative liabilities in association with the warrants issued.

No other changes have been made to the Form 10-Q. This Amendment does not reflect events that have occurred after the October 14, 2013 filing date of the Form 10-Q or modify or update the disclosures presented therein, except to reflect the amendment described above.

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iMEDICOR, INC. AND SUBSIDIARY

FORM 10-Q QUARTERLY REPORT

FOR THE QUARTER ENDED MARCH 31, 2013

		Page
Part I Financial Information

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and June 30, 2012	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012 (Unaudited) Restated	4
	Condensed Consolidated Statements of Operations for the Nine Months Ended March 31, 2013 and 2012 (Unaudited) Restated	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2013 and 2012 (Unaudited) Restated	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Not Applicable

Item 4.	Controls and Procedures	24

Part II Other Information

Items 1-4.	Not Applicable

Item 5.	Other Information	25

Item 6.	Exhibits	25

Signatures		26

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

iMEDICOR, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2013			June 30, 2012
ASSETS	(Unaudited)
	Restated
Current assets:
Cash	$	132,201		$	67
Accounts receivable, net of allowance for doubtful accounts of $47,000 at March 31, 2013 and June 30, 2012		7,052			33,980

Total Current Assets		139,253			34,047

Intangible assets, net of accumulated amortization:
Loan costs		132,688			-
Technology and medical software, net		182,361			117,645
Accounts Receivables in Litigation, net of allowance of $558,000 at June 30, 2012		-			62,000


Total Assets	$	454,302		$	213,692


LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
Notes payable and accrued interest in default	$	4,611,227		$	4,389,636
Accounts payable and accrued expenses		3,828,992			2,816,055
Warrants - derivative liability		7,623,336			7,947
Conversion feature - derivative liability		-			920,427


Total Liabilities		16,063,555			8,134,065

Stockholders' Deficit
Preferred Stock, Series A par value $.001, authorized 37 Issued and outstanding 35.75 and 28 shares as of March 31, 2013 and June 30, 2012, respectively		-			-
Preferred Stock, Series B par value $.001, authorized 63 Issued and outstanding 24.50 and 18.75 shares as of March 31, 2013 and June 30, 2012, respectively		-			-
Common stock, par value $.001 per share, authorized 2,000,000,000 Issued and outstanding: 872,676,680 and 415,462,433 shares as of March 31, 2013 and June 30, 2012, respectively		872,677			415,462
Additional Paid in Capital		39,376,507			39,651,044
Accumulated deficit		(55,858,437	)		(47,986,879	)

Total Stockholders' Deficit		(15,609,253	)		(7,920,373	)

Total Liabilities and Stockholders' deficit	$	454,302		$	213,692

See notes to condensed consolidated financial statements.

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iMEDICOR, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended
	March 31, 2013			March 31, 2012
	(Unaudited)			(Unaudited)
	Restated			Restated

Revenues	$	36,333		$	284,941

Expenses:
General and administrative		5,663,099			480,462
Impairment of technology asset and goodwill		966,412			-
Acquisition expense		400,016			-
Bad debt expenses		26,280			71,630
Depreciation and amortization		4,820			291,673

Total Expenses		7,060,627			843,765

Loss from operations		(7,024,294	)		(558,824	)

Other Income/(Expenses):
Gain/(loss) on change in value - Derivative Warrants		605,546			-
Financing costs		(142,571	)		-
Interest expense		(116,000	)		(82,469	)
Change in fair value of derivatives		-			1,978,843
Gain/(Loss) on redemption		-			36,588

Total other income/(expenses)		346,975			1,932,962

Net loss	$	(6,677,319	)	$	1,374,138

Net loss per common share basic - diluted	$	(0.01	)	$	0.00

Weighted average number of shares, basic and diluted		782,114,877			347,376,990

See notes to condensed consolidated financial statements.

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iMEDICOR, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Nine Months Ended
	March 31, 2013			March 31, 2012
	(Unaudited)			(Unaudited)
	Restated			Restated

Revenues	$	65,685		$	637,295

Expenses:
General and administrative		6,558,145			1,471,033
Impairment of technology asset and goodwill		1,143,457			-
Acquisition expense		400,016			-
Bad debt expenses		88,280			97,630
Depreciation and amortization		4,820			658,337

Total Expenses		8,194,718			2,227,000

Loss from operations		(8,129,033	)		(1,589,705	)

Other Income/(Expenses):
Gain/(loss) on change in value - Derivative Warrants		1,385,520			1,815,293
Financing costs		(716,927	)		-
Interest expense		(361,446	)		(216,977	)
Change in fair value of derivatives		-			-
Gain/(Loss) on redemption		(49,672	)		26,648

Total other income/(expenses)		257,475			1,624,964

Net loss	$	(7,871,558	)	$	35,259

Net loss per common share basic - diluted	$	(0.01	)	$	(0.00	)

Weighted average number of shares, basic and diluted		650,783,725			343,940,626

See notes to condensed consolidated financial statements.

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iMEDICOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	March 31, 2013			March 31, 2012
	(Unaudited)			(Unaudited)
	Restated			Restated
Cash Flows From Operating Activities
Receipts from customers	$	66,333		$	403,344
Payments to suppliers, salaries		(1,378,045	)		(740,184	)
Interest paid		(10,529	)		(16,959	)
Net Cash Used in Operating Activities		(1,322,241	)		(353,799	)

Cash Flows From Financing Activities
Proceeds from stock sales		1,409,375			0
Short term loans		195,000			368,614
Payments on notes payable		(150,000	)		(3,500	)
Net Cash Provided by Financing Activities		1,454,375			365,114

Net Increase/(Decrease) in Cash		132,134			11,315

Cash at the Beginning of Period		67			18,208

Cash at End of Period	$	132,201		$	29,523

	For the Nine Months Ended
	March 31, 2013			March 31, 2012
	(Unaudited)			(Unaudited)
	Restated			Restated
Reconciliation of Net Loss to Net Cash Used by Operating Activities
Net loss	$	(7,871,558	)	$	35,259
Adjustments to reconcile net income/(loss) to net cash used by operating activities:
Stock issued for services		4,893,342			-
Impairment of technology asset and goodwill		1,143,457			-
Financing costs		716,927			-
Acquisition expense		400,016			-
Allowance for bad debts		88,280			97,630
Loss on debt redemption		49,672			(26,648	)
Depreciation and amortization		4,820			658,337
Change in Derivative Values		(1,385,520	)		(1,815,293	)
Changes in:
Trade receivables		398			(51,700	)
Prepaid expenses		-			(14,485	)
Accounts payable and accrued expenses		287,008			745,083
Accrued interest payable		350,917			200,018
Deferred income		-			(182,000	)
Net Cash Used by Operating Activities	$	(1,322,241	)	$	(353,799	)

Supplemental disclosures:
Schedule of Noncash Investing and financing Transactions:
Derivative liability - Warrants	$	8,228,882		$	-
Exchanged stock for acquisition expense	$	400,016		$	-
Exchanged stock for Technology software asset	$	660,000		$	-
Exchanged stock for acquisition of Claridis stock	$	421,053		$	-
Exchanged stock for note payable and accrued interest	$	358,434		$	63,500
Issuance of common stock for debt extension	$	211,289		$	-
Issuance of warrants for debt extension	$	19,351		$	-

See notes to condensed consolidated financial statements.

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iMEDICOR, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2013 and 2012 (Unaudited)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

iMedicor Inc., a Nevada Corporation, formerly Vemics, Inc. (the “Company”), builds portal-based, virtual work and learning environments in healthcare and related industries. Our focus is twofold: (1) , our web-based portal which allows physicians and other healthcare providers to exchange patient specific healthcare information via the internet while maintaining compliance with all Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) regulations, and; in 2008 acquired ClearLobby technology, our web-based portal adjunct which provides for direct communications between pharmaceutical companies and physicians for the dissemination of information on new drugs without the costs related to direct sales forces. (2) Through our contract with the NJ-HITEC project, iMedicor has developed the ability to consult with medical and dental practices, providers and staff in assisting them in becoming “Meaningful Use” compliant and ultimately qualify for federal incentive funds. Our secure healthcare communications network solutions allow physicians and their staff, to use the internet in ways previously unavailable to them due to HIPAA restrictions to quickly and cost-effectively exchange and share patient medical information and to interact with pharmaceutical companies and review information on new drugs offered by these companies at a time of their choosing. Our solutions –

§	Provide services that are comprehensive and end-to-end
§	Are portal-based and require little or no capital investment for equipment or infrastructure
§	Support interactive real-time collaboration and learning
§	Are flexible, configurable and interoperable
§	Utilize and migrate with all available real-time communications, learning technologies and national standards
§	Include peripheral or adjunct productivity tools, services and support
§	Are highly mobile and affordable for medical practices of any size
§	Are convenient and extendable throughout healthcare organizations (EMRs, Hospitals, HMOs, etc)
§	Can be customized to interact with current communication, learning and business needs

We operate the iMedicor iCore Exchange – a HIPAA compliant online personal health data exchange and secure messaging portal for physician to collaborate, exchange secure patient specific records, build a referral community and access one of the largest on-line Continuing Medical Education Catalogs. HIPAA, which stands for the American Health Insurance Portability and Accountability Act of 1996, is a set of strict rules that are required to be followed by doctors, hospitals and other health care providers concerning the handling and privacy protection of vital patient medical data.

Using the iCore Exchange, Physicians are able to communicate securely with other doctors, sharing HIPAA compliant patient files, records and images quickly and safely. The portal can also help doctors use corresponding services from other professionals in the medical industry. Moreover, the portal environment allows for document creation and management tasks in a user-friendly, online environment.

The iMedicor exchange will also be a repository for Certified Continuing Medical Education courses and non-certified and product specific educational resources made available to any registered member on a non-intrusive opt-in basis.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods have been included. Operating results for the nine month period ended March 31, 2013, are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2012 and notes thereto contained in the Annual Report on Form 10-K of the Company as filed with the SEC on March 22, 2013 and as amended on March 26, 2013.

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2. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has incurred operating losses to date and has an accumulated deficit, total stockholders’ deficit and net working capital deficit of $55,858,437, $15,609,253 and $15,924,302 at March 31, 2013, respectively. The Company’s activities have been primarily financed through convertible debentures, and private placements of equity securities. The Company intends to raise additional capital through the issuance of debt or equity securities to fund its operations. The financing may not be available on terms satisfactory to the Company, if at all. (See Note 14 - Subsequent Events).

Currently, management is seeking to develop a vastly improved medical portal system and attract alliances with strategic partners to allow us to generate revenues that will enable us to be self-sustaining. While we believe in the viability of our strategy to increase revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is ultimately dependent upon our ability to continually increase our customer base and realize increased revenues from recently signed contracts. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

The Company has historically provided financial terms to customers in accordance with what management views as industry norms. Financial terms, for credit–approved customers, are generally on a net 30-61 day basis, though most customers are entitled to a prompt payment discount. Management periodically and regularly reviews customer account activity in order to assess the adequacy of allowances for doubtful accounts, considering such factors as economic conditions and each customer’s payment history and creditworthiness. If the financial conditions of our customers were to deteriorate, or if they were otherwise unable to make payments in accordance with management’s expectations, we might have to increase our allowance for doubtful accounts, modify their financial terms and/or pursue alternative collection methods.

Reclassifications

Certain amounts in the financial statements for March 31, 2012 have been reclassified to conform to the March 31, 2013 presentation. These reclassifications have no effect on net loss, total assets, or stockholders’ equity as previously reported.

Principles of consolidation

The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained. All significant inter-company accounts and transactions have been eliminated in consolidation. For those consolidated subsidiaries where Company ownership is less than 100%, the outside stockholders’ interests are shown as non-controlling interest. Investments in affiliates over which the Company has significant influence but not a controlling interest are carried on the equity basis

Property, Equipment and Depreciation

Property and Equipment are recorded at their historical cost. Depreciation and amortization are provided by the straight-line method over the useful lives of the assets, which vary from five to seven years. The cost of repairs and maintenance is charged to operations in the period incurred. Property and equipment were fully depreciated at March 31, 2012 and June 30, 2012.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Intangible Assets

The Company accounts for intangible assets in accordance with recently issued and adopted accounting pronouncements, which require that intangible assets with indefinite useful lives should not be amortized, but instead be tested for impairment at least annually at the reporting unit level. If impairment exists, a write-down to fair value (normally measured by discounting estimated future cash flows) is recorded. Intangible assets with finite lives are amortized primarily on a straight-line basis over their estimated useful lives and are reviewed for impairment.

Loan Acquisition Costs

Loan acquisition costs incurred in obtaining or modifying loans are capitalized and amortized over the life of the loan at origination or date of modification as applicable.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount that the carrying amount of the asset exceeds the fair value of the asset.

Related Party Transactions

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Accounting for Derivative Instruments

The Company records all derivatives on the balance sheet at fair value. As of March 31, 2013, the derivative liability consisted of warrants issued by the Company which are deemed derivative instruments as the Company does not have sufficient authorized and unissued common stock to settle all common stock contracts outstanding during the periods to which the derivatives are outstanding. The derivative liability at March 31, 2013 was valued using the Black Scholes Merton valuation model with the following estimates used significant inputs:

Exercise Price	$	0.01		–	$	0.50
Term		0.17		–	3.50 years
Volatility		139.14	%	–		304.13	%
Risk Free Rate of Return		0.07	%	–		0.25	%

The derivatives at June 30, 2012 included embedded derivatives deriving from the Company’s Asher notes issued in 2010, which had variable conversion rates based on market prices and reset provisions to the exercise price and conversion price if the Company issued equity or other derivatives at a price less than the exercise price set forth in the notes. Since the Asher notes converted at a percent of market, there were an indeterminable number of shares that could be issued upon conversion. The last of the Asher notes were converted to equity on September 6, 2012.

Fair Value of Financial Instruments

Management believes that the carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amount of the Company’s debt also approximates fair value, based on market quote values (where applicable) or discounted cash flow analyses. (See discussion of Fair Value Measurements below).

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Fair Value Measurements

The Company follows applicable accounting guidance for measurements and disclosures about the fair value of its financial instruments. GAAP establishes a framework for measuring fair value and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, GAAP has established a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are described below:

Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 - Pricing inputs that are generally not observable and not corroborated by market data.

Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, lattice models or similar techniques and at least one significant model assumption or input is unobservable.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The Company’s Level 3 financial liabilities consisted of the derivative financial instruments for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company valued the warrant derivatives using Black Scholes Merton valuation models. These models incorporate transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future volatility. The Company used Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities; revalued its derivative liability at every reporting period; and recognized gains or losses in the Statements of Operations are attributable to the change in the fair value of the derivative liability. The derivative conversion feature liability at June 30, 2012 arose from the terms of the Asher notes. The last of the Asher notes were converted to equity on September 6, 2012. Accordingly there were no derivative asset or liability balances after that date.

Lattice Valuation Model

The derivative conversion feature liability at June 30, 2012 arose from the terms of the Asher notes. The last of the Asher notes were converted to equity on September 6, 2012. Accordingly there were no derivative asset or liability balances after that date.

The Asher conversion features, Preferred A and B shares and warrants were valued using a lattice valuation model. The lattice model valued these instruments based on a probability weighted discounted cash flow model. The Company used the model to develop a set of potential scenarios. Probabilities of each scenario occurring during the remaining term of the debentures were determined based on management's projections. These probabilities were used to create a cash flow projection over the term of the instruments and determine the probability that the projected cash flow would be achieved. A discounted weighted average cash flow for each scenario was then calculated and compared to the discounted cash flow of the instruments without the compound embedded derivative in order to determine a value for the compound embedded derivative.

Black Sholes Merton Model

As noted above, for the nine months ended March 31, 2013, the Company utilized the Black Scholes valuation model to value its derivatives, whereas in the prior period a lattice binomial model was utilized. ASC paragraph 718-10-55-11 states to meet the fair value objective of valuation, a company should select a technique or model that (a) is applied in a manner that is consistent with the fair value measurement objective and other requirements of FASB ASC Topic 718, (b) is based on established principles of financial economic theory and generally applied in that field and (c) reflects all substantive characteristics of the instrument. Management believes the Black Scholes model utilized meets all three of these requirements. Further, SEC Codification of Staff Accounting Bulletins Topic 14: Share-Based Payment states the SEC would not object to a company changing its valuation technique or model and such change would not be considered a change in accounting principle. Management's basis for changing methodologies included: (1) its conclusion that the Black Scholes model would meet the fair value objective for these types of derivatives; (2) the simplicity and transparency of the Black Scholes model, including the Company's disclosure of all input assumptions, provides the user of the financial statements the benefit of more clearly understanding managements judgments and estimates utilized in valuing these instruments in comparison to the more complex and less transparent lattice binomial model; and (3) cost benefit considerations in preparing the estimates, considering that both methodologies (Black Scholes and the binomial lattice model) are acceptable for valuing instruments with these characteristics.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

			Fair Value Measurement Using
March 31, 2013	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative conversion feature liability	$	-	$	-	$	-	$	-	$	-
Derivative warrant liability		7,623,336	$	-	$	-		7,623,336		7,623,336

			Fair Value Measurement Using
June 30, 2012	Carrying Value		Level 1		Level 2		Level 3		Total
Derivative conversion feature liability	$	920,427	$	-	$	-	$	920,427	$	920,427
Derivative warrant liability		7,947	$	-	$	-		7,947		7,947

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes

The Company follows the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded based on differences between the financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. Valuation allowances are established when it is necessary to reduce deferred income tax assets to the amount, if any, expected to be realized in future years. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future taxable income by taxing jurisdictions, the carry-forwarding periods available to us for tax reporting purposes and other relevant factors.

For interim periods, the income tax provision (benefit) is based on the estimated annual effective tax rate. Due to losses sustained, the applicable estimated tax rate is zero in each period.

The Company follows the uncertainty in income taxes accounting standard which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The standard also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

4. NET EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share are computed by dividing net income or loss by the weighted average number of shares of common stock outstanding for the period. In gain periods, diluted net income per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, warrants and convertible notes to the weighted-average number of common shares outstanding for a period, if dilutive. In loss periods, all anti-dilutive securities are excluded.

The Company had 259,767,666 warrants, convertible debt which the potential to be converted into 305,756,741 shares of common stock, and preferred shares A and B convertible into 699,633,789 common shares.

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5. WARRANTS

During the nine months ended March 31, 2013 and 2012, no warrants were exercised. During the nine months ended March 31, 2013 and 2012, 1,598,334 and 2,458,334 warrants expired, respectively.

During the nine months ended March 31, 2013 and 2012, the Company issued 163,750,000 and 1,766,667 warrants, respectively.

The Company issued warrants as follows for nine months ended March 31, 2013:

1)	100,000,000 warrants issued due to lender extending loan maturity date

2)	56,500,000 warrants issued in addition to issuance of common stock or preferred stock resulting from raising funds from investors

3)	4,750,000 warrants issued as a fee for assisting in fund raising

4)	2,500,000 warrants issued as a result of note holder converting to common stock

Summary of the warrants is as follows:

	March 31, 2013						March 31, 2012
				Weighted Average						Weighted Average
	Warrants			Exercise Price			Warrants			Exercise Price
Outstanding at beginning of the period		97,616,000		$	0.237			98,307,667		$	0.237
Issued		163,750,000		$	0.010			1,766,667		$	0.040
Exercised		-						-
Forfeited		-						-
Expired		(1,598,334	)	$	(0.145	)		(2,458,334	)	$	(0.370	)
Outstanding at end of period		259,767,666		$	0.182			97,616,000		$	0.237
Exercisable at end of period		259,767,666		$	0.182			97,616,000		$	0.237

A summary of the status of the warrants outstanding as of March 31, 2013 is as follows:

Number of Warrants		Weighted average Remaining Life		Weighted Average Exercise Price per share		Shares Exercisable
	624,999		0.17	$	0.01		624,999
	80,000		0.19	$	0.03		80,000
	160,000		0.19	$	0.03		160,000
	2,200,000		0.19	$	0.03		2,200,000
	1,400,000		0.24	$	0.03		1,400,000
	1,000,000		0.32	$	0.03		1,000,000
	4,266,667		0.07	$	0.24		4,266,667
	5,800,000		0.44	$	0.03		5,800,000
	40,000		0.67	$	0.05		40,000
	80,000		0.71	$	0.05		80,000
	2,004,000		0.76	$	0.05		2,004,000
	20,000		0.79	$	0.05		20,000
	40,000		0.88	$	0.05		40,000
	480,000		1.04	$	0.05		480,000
	2,000,000		1.36	$	0.04		2,000,000
	8,000,000		1.50	$	0.15		8,000,000
	3,000,000		1.51	$	0.01		3,000,000
	2,000,000		1.55	$	0.01		2,000,000
	2,000,000		1.58	$	0.01		2,000,000
	10,000,000		1.59	$	0.05		10,000,000
	1,000,000		1.64	$	0.01		1,000,000

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5. WARRANTS - continued

Number of Warrants		Weighted average Remaining Life		Weighted Average Exercise Price per share		Shares Exercisable
	2,000,000		1.66	$	0.01		2,000,000
	1,000,000		1.67	$	0.01		1,000,000
	10,502,000		1.67	$	0.12		10,502,000
	6,000,000		1.68	$	0.01		6,000,000
	5,000,000		1.69	$	0.01		5,000,000
	6,000,000		1.70	$	0.01		6,000,000
	1,000,000		1.71	$	0.01		1,000,000
	1,000,000		1.73	$	0.01		1,000,000
	1,500,000		1.73	$	0.01		1,500,000
	1,000,000		1.75	$	0.01		1,000,000
	3,000,000		1.76	$	0.40		3,000,000
	1,500,000		1.76	$	0.01		1,500,000
	4,500,000		1.77	$	0.01		4,500,000
	500,000		1.80	$	0.01		500,000
	1,000,000		1.81	$	0.01		1,000,000
	5,500,000		1.84	$	0.40		5,500,000
	1,500,000		1.90	$	0.40		1,500,000
	2,000,000		1.96	$	0.40		2,000,000
	1,000,000		1.97	$	0.01		1,000,000
	2,000,000		1.98	$	0.40		2,000,000
	6,000,000		1.99	$	0.01		6,000,000
	1,000,000		2.04	$	0.40		1,000,000
	1,000,000		2.08	$	0.40		1,000,000
	500,000		2.14	$	0.40		500,000
	1,750,000		2.17	$	0.40		1,750,000
	70,000		2.19	$	0.09		70,000
	1,000,000		2.21	$	0.40		1,000,000
	1,500,000		2.23	$	0.40		1,500,000
	1,000,000		2.29	$	0.40		1,000,000
	1,000,000		2.32	$	0.40		1,000,000
	2,000,000		2.37	$	0.03		2,000,000
	1,000,000		2.38	$	0.40		1,000,000
	1,000,000		2.42	$	0.40		1,000,000
	500,000		2.47	$	0.40		500,000
	1,750,000		2.50	$	0.40		1,750,000
	1,000,000		2.54	$	0.40		1,000,000
	1,500,000		2.56	$	0.40		1,500,000
	4,750,000		2.61	$	0.01		4,750,000
	2,500,000		2.63	$	0.01		2,500,000
	1,000,000		2.63	$	0.40		1,000,000
	1,000,000		2.65	$	0.40		1,000,000
	1,000,000		2.71	$	0.01		1,000,000
	1,000,000		2.71	$	0.40		1,000,000
	1,000,000		2.78	$	0.40		1,000,000
	500,000		2.81	$	0.40		500,000
	1,750,000		2.84	$	0.40		1,750,000
	1,000,000		2.88	$	0.40		1,000,000
	1,500,000		2.90	$	0.40		1,500,000
	1,000,000		2.96	$	0.40		1,000,000
	1,000,000		3.04	$	0.40		1,000,000
	1,000,000		3.09	$	0.40		1,000,000
	1,500,000		3.17	$	0.40		1,500,000
	1,000,000		3.21	$	0.01		1,000,000
	100,000,000		3.25	$	0.01		100,000,000
	10,000,000		3.50	$	0.01		10,000,000

	259,767,666			$	0.182		259,767,666

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6. TECHNOLOGY AND MEDICAL SOFTWARE

The Company capitalized all development costs associated with the completion of the iCore Exchange and is amortizing them over sixty months. Amortization expense, exclusive of impairment losses discussed below, were $1,084,057 for the nine months ended March 31, 2013, respectively. The Company accounts for impairment of technology assets in accordance with recently issued and adopted accounting pronouncements, which require that technology with finite useful lives should be amortized, but also be tested for impairment when a triggering event occurs. If impairment exists, a write-down to fair value measured by discounting estimated future cash flows is recorded. Intangible assets with finite lives are amortized primarily on a straight-line basis over their estimated useful lives and which are reviewed annually. The Company had evaluated the technology and medical software for impairment as of June 30, 2012and determined a cumulative impairment of $1,708,673 at June 30, 2012. It was determined that as of September 30, 2012 the asset was fully impaired. Thus, the remaining value was written off to impairment of technology assets.

On January 22, 2013, the Company purchased Technology software named NextEMR/iPenMD (see acquisition footnote). The asset acquired was fair valued at $144,593 based on the discounted cash flow of future sales. The fair value of the stock issued and other contractual obligation was $732,540, accordingly an impairment charge of $587,947 was recorded.

On March 18, 2013, the Company acquired all of the shares of ClariDIS, Corporation (see acquisition footnote). The acquisition value in shares was applied entirely to the Technology software asset acquired. The fair value of the software was $42,588 based on the discounted cash flow of future sales. The fair value of the stock issued was $421,053, accordingly an impairment of $378,465 was recorded.

Amortization expense, exclusive of impairment losses discussed above, were $4,820 for the nine months ended March 31, 2013.

	March 31, 2013			June 30, 2012
Technology and medical software	$	187,181		$	10,238,894
Less: Accumulated amortization		(4,820	)		(8,412,576	)
Less: Impairment					(1,708,673	)
	$	182,361		$	117,645

7. CONSULTING AGREEMENT

In November 2012, the Company arranged with HITS Consulting and its owner Henry Denis to acquire access to Mr. Denis’ independent agents to increase our ability to execute on the Careington Meaningful Use contract. Mr. Denis is the CEO of that company and agreed to serve as a special consultant to the CEO of iMedicor.

The consideration for the transaction was six million shares of common stock and six million common stock purchase warrants, exercisable at $0.02 per share for a three-year period. The Company recorded $40,000 of compensation expense for the shares and warrants issued for the nine months ended March 31, 2013. There was a 90 day contract and then both parties can decide to continue.

In addition, the Company agreed to pay $10,000 in monthly salary for Henry Denis. On or about June 30, 2013, Henry Denis and his entity HITS Consulting, were terminated for any further services to the Company.

8. ACQUISITIONS

NextEMR/iPenMD – Software:

On January 22, 2013, the Company purchased NextEMR (Electronic Medical Record) software with iPenMD software imbedded. The purpose of the software purchase is its unique electronic Pen features allowing physicians to regain lost productivity during the transition from paper to electronic health records.

The purchase was valued at $732,540 upon acquisition based on the number of common shares exchanged of 14,833,333 and contractual obligations. The common shares of 13,333,333 were valued at $600,000 based on the preceding 10 day stock average of the acquisition date of January 22, 2013. That average stock price was $.045. An added 1,500,000 shares were valued at $.04 based on the stock price on January 22, 2013 resulting in a value of $60,000. There was an added value of $72,540 applied based on the 25% of the projected revenues owed back to the seller and offset by accrued liability.

It was determined that the valuation of the acquired Technology software asset based on projected revenues and present value as of the report date was $144,593. As a result of the valuation, the impairment for this asset acquired was $587,947.

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8. ACQUISITIONS - continued

The allocation of the purchase price of the asset acquired and liabilities setup based on their fair values was as follows:

Technology Asset (5 year amortization)	$	144,593
Accrued liability due seller	$	(72,540	)
Net value	$	72,053

In accordance with the January 22, 2013 asset purchase agreement the Company was required to issue 41,461,187 additional shares due to decline in the share value. On September 30, 2013 the Company agreed with the seller to issue 20,000,823 of additional common shares priced at $.02 on that date resulting in an acquisition expense of $400,016. This amendment was recorded as of January 22, 2013 to coincide with the original date of the acquisition of the Technology asset

ClariDIS Corporation

On March 18, 2013, the Company acquired all of the shares 275,000 of ClariDIS Corporation (a data mining and data aggregation business) in exchange for 10,526,316 common shares of iMedicor Inc. The transaction was valued at $421,053 based upon 10,526,316 of shares exchanged at the stock price of $.04 on March 18, 2013 the date of closing. The acquisition value in shares was applied entirely to the Technology software asset acquired. The purpose of ClariDIS will strengthen the IT and security encryption capabilities of iMedicor's Social Health Information Exchange (HIE) Version 3.0, the upgraded version of the first healthcare industry information exchange platform to offer secure messaging services within a social/professional networking.

It was determined that the valuation of the acquired Technology software asset based on projected revenues and present valued as of the report date was $42,588. As a result of the valuation, the impairment for this asset acquired was $378,465.

The allocation of the purchase price of the asset acquired and liabilities setup based on their fair values was as follows:

Technology Asset (5 year amortization)

42,588

The results of operations of the acquired company ClariDIS Corporation are included in the statement of operations of the combined entity. Note that the Revenues were $-0- and Expenses totaled $960.

9. NOTES PAYABLE IN DEFAULT

Interest expense for the three and nine months ended as of March 31, 2013 was $116,000 and $361,446, respectively, and for the three and nine months ended March 31, 2012 was $82,469 and $216,977, respectively. Notes payable and accrued interest at March 31, 2013 and June 30, 2012 consisted of the following:

	March 31, 2013		June 30, 2012
(1) Convertible note bearing interest at 17.98% per annum, as amended due on June 30, 2008, in default, convertible at $1.00 per share or 150,000 common shares at March 31, 2013.	$	150,000	$	150,000
(2) Convertible note bearing interest at 8% per annum, increased to 22% when defaulted. (See below for variable terms of conversion). These notes were originally $180,000 borrowed and were past due, originally due on varying dates ranging from December 29, 2010 through March 8, 2011. They have been completely converted to equity as of September 2012.		-		62,450
(3) Convertible notes bearing interest at 20% per annum with a conversion price of $0.05 per share - 5,361,320 shares at June 30, 2012 - past due, originally due on December 30, 2009		297,160		268,066
(4) Convertible note bearing interest at 10% per annum with a conversion price of $0.05 per share – 1,226,840 shares at June 30, 2012 - past due, originally due on July 26, 2010		65,123		61,342
(5) Secured convertible note bearing interest at 18%-24% per annum with a conversion into Preferred B series shares at a price of $125,000 per share, amended on July 1, 2012 and now due on June 30, 2013		1,471,636		1,220,395
(6) Secured convertible note bearing interest at 8%-18% per annum with a conversion into Preferred B series shares at a price of $125,000 per share. amended on July 1, 2012 and now due on June 30, 2013		1,800,326		1,695,914
(7) Note executed in May 2002 bearing interest at 8% per annum, originally due in November 2008		345,025		329,086
(8) Note executed in May 2002 bearing interest at 8% per annum, no maturity date		276,900		365,463
(9) Four notes executed from September 22, 2009 through January 11, 2011		35,000		75,000
(10) Note executed in July 2011 bearing interest at 18%, maturity extended to August 23, 2013		170,057		161,920
Total notes payable, all deemed current, due to various defaults as discussed below	$	4,611,227	$	4,389,636

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9. NOTES PAYABLE IN DEFAULT - continued

(1) 17.98% - Hospice convertible debenture – Originally due on September 30, 2004. The note has been revised to accrue interest of $50,000 through September 30, 2004, the original due date. The effective interest rate is 17.98%. The debenture was to begin to be paid in January 2007 over a period of 18 months at a monthly amount of $8,333. The bondholder had agreed to no additional interest beyond September 30, 2004. The Company is in breach of this agreement as of January 2007 and thereafter as a result of not making payments and is in default. The Company has not received a response from the note holder regarding a settlement proposal. This note is unsecured and continues in default.

(2) Asher convertible notes payable, with interest at 8%, which increased to 22% upon default of payment, were converted to equity by September 6, 2012. These notes, consisting of principal and accrued interest of $45,000 and $17,450, respectively, at June 30, 2012 were converted into 60,778,706 of common shares in September 2012. The shares issued for the year ended June 30, 2012 for the conversions from debt to equity was 52,630,130. The conversion price was variable and equal to 58% multiplied by the market price, representing a 42% discount). The market price was defined as the average of the lowest three trading prices for the common stock during the 10 trading days prior to the conversion date.

(3) Schneller (John Schneller is a member of the Board of Directors and was appointed on July 3, 2013) convertible notes payable originated on December 23, 2008 with a loan of $100,000 with a maturity date of December 31, 2009. If the loan was not repaid by the designated date there was a loan redemption fee of $50,000. The $100,000 bears interest at 20%. The accrued interest payable was $147,160 and $118,066 for March 31, 2013 and June 30, 2012. Since this note has been in default the Company has been accruing financing costs that reflect the value of common shares and warrants every 90 days that this note remains in default. The note holder earns every 90 days of default 2,672,000 of common shares and 2,672,000 warrants that are being recorded based on the stock value. As of June 30, 2013, there were 36,072,000 of common shares and 36,072,000 of warrants to purchase common stock (warrants have a 5 year term) The value of the accrued financing costs for the of 36,072,000 common shares as of March 31, 2013 was $620,973. See Commitments and Contingencies for further explanation. (Note 13).

(4) Koeting convertible note payable, with interest at 10%, originated on March 26, 2010 with a loan to the Company of $50,000 payable on July 26, 2010. There was accrued interest payable at March 31, 2013 and June 30, 2012 of $15,123 and $11,342, respectively. The Company is in default on this note as of July 26, 2010 and thereafter. The Company has sought an extension and has not received a response. This note is unsecured.

(5) The note amount of $1,069,199 was lent by Sonoran Pacific Resources (a related party to a shareholder who has significant ownership in the Company and an interest in this entity) over the past several years at varying amounts to assist the Company for cash flow purposes. There is accrued interest payable of $402,437 at March 31, 2013 for a total note balance at such date of $1,471,636. There was accrued interest payable of $286,196 at June 30, 2012 for a total note balance at such date of $1,220,395. As of July 1, 2012, an amended and restated loan agreement was signed which stated that the note was deemed not in default. The lender was awarded 100 million common shares and 100 million warrants in exchange for the amended and restated loan agreement. Interest rates have been 18% from September 15, 2010 to May 31, 2011, 20% from June 1, 2011 to June 30, 2011 and 24% from July 1, 2011 to June 30, 2012. The interest rate from July 1, 2012 to June 30, 2013 will be at 10% and will increase to 12% if the note is extended, at the Company’s option, beyond June 30, 2013. If the note is not repaid by June 30, 2014, the interest will increase to 18% until such latter default is cured. As part of the amended loan agreement the note was extended to June 30, 2014. This note and the one described below are convertible into Preferred B stock at $125,000 per share based on the total outstanding note balances at the dates of conversion. This note is secured by all assets of the Company.

(6) The note amount of $1,190,458 was also lent by Sonoran Pacific Resources over the past several years at varying amounts to assist the Company for cash flow purposes. There is accrued interest payable of $609,869 at March 31, 2013 for a total note balance at such date of $1,800,326. There was accrued interest payable of $551,457 at June 30, 2012 for a total note balance at such date of $1,695,914. There was a Replacement Secured Convertible Promissory Note in the original amount of $1,395,452 having an original date of April 17, 2010 and a Replacement Date of January 1, 2011. As of July 1, 2012, an amended loan agreement was signed that the note was deemed not in default. Interest rates were 8% from January 1, 2011 to September 30, 2011 and 18% from October 1, 2011 to June 30, 2012. The interest rate from July 1, 2012 to June 30, 2013 will be at 10% and will increase to 12% if the note is extended as set forth for the note detailed above. Similarly, if the note is not repaid by June 30, 2014, the interest will increase to 18% until such latter default is cured. This note is secured by all assets of the Company.

The above convertible notes (5) and (6) are convertible into an aggregate of 23.33 shares of Series “B” preferred stock.

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9. NOTES PAYABLE – continued

(7) On October 20, 2005, the Company agreed to repurchase shares of several shareholders referred to as the Wellbrock Group; the shares were exchanged for a $300,000 three-year note to be amortized over ten years at 8%. The shares of stock are held in escrow until the notes are completely paid. If there are any late payments per the payment schedule, the shares are to be released from escrow and to revert back to the original shareholders. The first ten monthly payments of principal and interest were to be in installments of $1,000 and the remaining 26 payments were to be in installments of $3,640. The balloon payment of $272,076 was due on November 1, 2008. The balloon balance was subsequently paid down to $263,492, but no further payments were made. The Company continues to be in default on this note. The Company has sought an extension/modification and has not received a response. The Company continues to accrue interest at 8%. The accrued interest payable was $81,534 and $65,595 at March 31, 2013 and June 30, 2012, respectively. The total note balances at such dates were $345,025 and $329,086, respectively.

(8) One of the Company’s former directors has lent funds in varying amounts beginning November 5, 2010. Outstanding principal totals were $237,194 and $344,576 at March 31, 2013 and June 30, 2012, respectively. The Company paid $150,000 on the note on January 3, 2013. Interest payable accrued at 8% totaled of $39,706 and $20,877 at such dates for total balances outstanding of $276,900 and $365,463, respectively. There is no maturity.

(9) There are three notes payable totaling $35,000 as of March 31, 2013 (four notes as of June 30, 2012). The amounts were lent on various dates and 3 of the 4 are non-interest bearing and unsecured. One of the notes that earn interest was converted from principal and interest of $71,250 into 4 million common shares in November 2012. The Company is in default on the other 3 notes and has sought an extension, but has not received a response these lenders.

(10) Genesis Finance Corporation loaned the Company $155,000 during fiscal 2012. The note accrues interest at 18%. The note was being paid in installments of $2,325 on the 25th of each month. On August 26, 2012 an amended promissory note extended the maturity date to February 27, 2013. On January 30, 2013 there was an additional extension of six months to August 23, 2013. The Company agreed to pay a 2% extension fee in the amount of $3,100 upon signing and to deposit $6,975 to be used to make monthly payments for March, April and May 2013. In connection with the debt extensions, the Company agreed to issue an aggregate of 1,000,000 shares to Genesis, which shares were issued subsequently. The Company issued .5 unit of Preferred Series B in exchange for the note extension. This note is guaranteed by Sonoran Pacific Resources. Accrued interest expense was $15,057 and $6,920 at March 31, 2013 and June 30, 2012, respectively. The Company is currently in default as per the date of this filing and we are renegotiating.

10. COMMON STOCK

The Company as of March 31, 2013 and June 30, 2012 had a total of 872,676,680 and 415,462,433 shares of common stock outstanding, respectively. On July 27, 2012, the Board of Directors amended the Articles of Incorporation, and a majority of the shareholders approved the amendment, to increase the authorized number of common shares in the Company to 2 billion shares from 600 million.

During the nine months ended March 31, 2013 the Company issued 7.75 of preferred series A shares, 5.75 of preferred series B shares, 113,750,000 shares of common stock with 58,000,000 attached warrants for $1,409,375. The warrants were valued at $1,760,395 based on the derivative feature.

The Company issued 6,000,000 shares of common stock valued at $59,400 to HITS consulting. The Company issued 34,834,156 shares of common stock valued at $1,060,016 to JTJ Capital, LLC for the acquisition of its assets. The Company issued 10,526,316 shares of common stock valued at $421,053 for all of the shares of ClariDIS. The Company issued 64,778,710 shares of common stock and 2,500,000 warrants for conversion of debt and interest in the amount of $154,214. The warrants were valued at $54,226. The Company also issued 100,000,000 shares of common stock valued at $213,944 and 100,000,000 warrants valued at $348,482 as a loan extension fee. The Company issued 50,375,000 shares of common stock and 4,750,000 warrants as finder’s fees. The common stock was valued at $2,181,250 and the warrants were valued at $150,059. The Company issued 126,950,000 shares of common stock for services, accrued expenses and consulting valued at $3,126,252. All warrants issued during the year were valued and recorded as a derivative liability.

During the nine months ended March 31, 2012, the Company issued 15,000,000 common shares for the conversion of $15,000 in debt and interest. In addition the Company issued 1,766,667 warrants for $52,380. At March 31, 2013 these warrants were reclassified as a derivative liability.

During the 3rd quarter of the period ended March 31, 2013, the Company issued 38,750,000 of common stock shares and approximately 15 million in warrants from fund raising of $453,126. The Company exchanged 34,834,156 for technology software asset from JTJ Capital, LLC, exchanged 10,526,316 common stock shares for the stock of ClaridDIS Inc., and exchanged 6,000,000 common stock shares for acquisition of the HITS Consulting Group sales personnel. The Company exchanged 114,015,060 common stock shares for services valued at $4,781,092 for the quarter ended March 31, 2013.

The Company exchanged 64,778,706 common stock shares for debt, issued 100,310,000 common stock shares and 100 million warrants at an exercise price of $.01 in exchange for debt extensions in payment for financing costs during the nine months ended March 31, 2013, but prior to January 1, 2013.

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11. PREFERRED STOCK

Pursuant to an amendment of the Articles of Incorporation on December 19, 2012, the Company was authorized to issue up to 100,000,000 shares of blank check preferred stock. There were authorized 37 and 63 shares of Series “A” and “B” preferred stock, respectively, of which 35.75 Series “A” and 24.50 Series “B” shares, respectively, were issued and outstanding as of March 31, 2013. As set forth in the statement of stockholders’ deficit, all of such preferred shares were issued during the year ended June 30, 2011 in exchange for convertible debentures and accrued interest thereon of $1,800,000 and $2,037,774, respectively. Also as of March 31, 2013, an additional 23.33 Series “B” shares were issuable upon conversion of outstanding convertible debt.

Each share of Series “A” Preferred Stock was convertible into a 1% ownership interest in the Company’s common stock on a non-dilutive basis, giving effect to the common stock issued, convertible debt and the exercise of all outstanding common stock purchase warrants, on a post-converted basis. Each share of Series “A” Preferred Stock may bear dividends when, as and if declared by the Board of Directors. The Series “A” Preferred is senior to the Series “B” Preferred and to the common stock with respect to liquidation.

Each share of Series “B” Preferred Stock represented a 1% ownership interest in the Company’s common stock, on a non-dilutive basis, giving effect to the common stock issued, convertible debt and the exercise of all outstanding common stock purchase warrants, on a post-converted basis. Each share of Series “B” Preferred Stock may bear dividends when, as and if declared by the Board of Directors. The Series “B” Preferred is junior to the Series “A” Preferred, but senior to the common stock with respect to liquidation.

Each of the Series A and Series B Preferred Stock has voting rights on all matters coming before the stockholder equal to the number of shares issuable upon conversion of the Series A and Series B Preferred Stock.

If declared by Board of Directors, holders of shares of Series B Preferred Stock were entitled to receive dividends on the last day of each March, June, September and December in each year commencing on March 31, 2011. If declared, dividends were payable in shares of Common Stock on the holders total investment per share of Series B Preferred Stock at an annual variable rate, which decreased from an initial rate of 18% to 14% and then for calendar 2012 and thereafter to 10% on the last day of each March, June, September and December of each year until such time as the Series B Preferred Stock was either converted into shares of Common Stock as provided in the Series B designation or redeemed through the sale, acquisition or merger of the Company resulting from a change of ownership of the Company.

If declared, on each quarterly dividend payment date the holder of each share of Series B Preferred Stock is to receive the following:

That number of shares of Common Stock, rounded to the nearest whole number, equal to the amount of such dividend payment divided by the Agreed Value of a share of Common Stock on such dividend payment date. For this purpose, the Agreed Value of a share of Common Stock shall be the amount equal to the average of the closing prices of a share of Common Stock as reported on the OTC Bulletin Board for each of the five trading days immediately preceding such dividend payment date. For example, if the Agreed Value on a Dividend Payment Date is $.10 per share the total number of shares of Common Stock to be issued on such dividend payment date shall be that number equal to the Investment Per Share of Series B Preferred Stock times the annual dividend rate divided by four divided by the Agreed Value. Regardless of the actual issuance of the stock certificate for the shares of Common Stock, the shares of Common Stock specifically authorized by the board will be deemed issued on the last day of the quarter.

2.	A warrant to purchase that number of shares of Common Stock equal to the number of Dividend Shares issuable on such dividend date, exercisable at an exercise price per share equal to the Agreed Value.

Notwithstanding the foregoing, no dividend was to be declared or paid to the holders of Series B Preferred Stock until the holders of Series A Preferred Stock received all of the dividends to which the holders of Series A Preferred Stock would be entitled to receive had the Board of Directors declared dividends on the Series A Preferred Stock and no dividend was to be declared or paid to the holders of Common Stock or any other series of Preferred Stock (other than the Series A Preferred Stock) until the holders of Series B Preferred Stock received all of the dividends to which the holders of Series B Preferred Stock were entitled to receive had the Board of Directors declared dividends on the Series B Preferred Stock. No dividends have been issued or declared by the Board of Directors on any shares of preferred stock.

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12. ACCOUNTS RECEIVABLE IN LITIGATION

The Company had recorded income over the past three years due from Mass Mutual Insurance that totaled $620,000, approximately $65,000 per quarter. The Company’s claim was adjudicated on May 5, 2013; the court determined that the contracts were unenforceable, and thus, dismissed the Company’s claim without prejudice. As of September 30, 2012, the Company has written off all of the receivable from Mass Mutual Insurance.

13. COMMITMENTS AND CONTINGENCIES

There has been a dispute in regard to an agreement between the Company an investor John Schneller in respect to the number of common shares are to be issued to him for each 90 day default period occurs. The agreement dated May 5, 2010, states that a certain number of shares are to be awarded to Schneller as a result of the Company not paying his note payable and related accrued interest payable. As a result of this dispute, the accounting records reflect a Financing fee accrual based on the common share value per each 90 day default period since May 2010. The accrued expense as of March 31, 2013 was $638,676.

In July 2013, Mr. Schneller was appointed as Chairman of the Company’s Audit Committee.

14. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the accompanying financial statements were available to be issued and has found the following material events to report.

Sale and Issuances of Shares of Common Stock, Preferred A and B Shares and Warrants:

The Company has raised $687,500 and issued 43,500,000 Common Shares, and 5.5 Preferred B shares and 11,000,000 warrants from April 1, 2013 through date of this report.

The Company issued 115,149,240 Common Shares to various individuals/companies for services performed, valued in the aggregate at approximately $1,675,933.

The Company exchanged $187,910 in accrued salaries As of June 30, 2013, for the Chairman of the Board for 20,401,250 shares of common stock.

The Company issued 1 share of Preferred Series B to the newly appointed Chief Executive Officer (appointed June 1, 2013).

Employment Agreements:

On June 1, 2013, Fred Zolla, Chief Executive Officer, entered into an Employment Agreement with the Company. Pursuant to the terms of the Employment Agreement, Mr. Zolla will assume the position of Executive Chairman of the Board of Directors for a period of two years. Mr. Zolla will receive an annual base salary of $200,000, plus an annual bonus up to 100% of his base salary, which bonus is to be determined by the Board. In addition, Mr. Zolla was awarded and vested in an option to acquire 100,000,000 shares of the Company’s common stock (the "Common Stock Option". The Common Stock Option: (i) has an exercise price of $.017 per share; (ii) is exercisable for the five year period from the date of the Employment Agreement; and, (iii) contains a provisions for a "cashless exercise" at the discretion of Mr. Zolla. The Common Stock option shall vest as follows: (X) one 1/3 of the Common Stock Shares at the execution of this agreement, (Y) 1/3 on the first year anniversary (June 1, 2014); and (Z) 1/3 on the second anniversary (June 1, 2015). Further, Mr. Zolla was awarded Warrants to acquire 5 shares of the Company’s Series B Preferred Stock, or their equivalent (the "Series B Warrants"). The Series B Warrants: (i) have an exercise price of $125,000 per share; and (ii) are exercisable from the date of vesting until the end of the five year period from the date of the Employment Agreement. The Series B Warrants become vested as follows: (x) one 1/3 of the Series B Warrants immediately, (y)1/3 on the first year anniversary date (June 1, 2014); and (z) 1/3 on the second anniversary date (June 1, 2015). All Series B Warrants will vest immediately in the case of change of control of the Company, death or permanent disability of Mr. Zolla Any Series B Warrants that are not vested at the time that Mr. Zolla is terminated for cause or he voluntarily terminates his employment with the Company, will be void.

On July 1, 2013, Robert McDermott entered into an Employment Agreement (the "McDermott Agreement") with the Company Pursuant to the terms of the McDermott Agreement; Mr. McDermott has assumed the position of Chief Executive Officer of the Company. The McDermott Agreement is for a period of two years and Mr. McDermott is to receive a base annual salary of $200,000 plus an annual bonus up to 100% of his base salary, which bonus is to be determined by the Board. In addition, Mr. McDermott was awarded an option to acquire 100,000,000 shares of the Company’s common stock (the "McDermott Common Stock Option"). 20,000,000 of the McDermott Common Stock Option was vested on July 1, 2013, with the remaining McDermott Common Stock Options to be vested at the rate of 20,000,000 each on the subsequent anniversary dates of the date of the McDermott Agreement. The Common Stock Option has an exercise price equal to the Ten (10) trading day closing price of the shares prior to the Effective Date (the effective date being June 1, 2013) and, (iii) contains a provisions for a "cashless exercise" at the discretion of Mr. McDermott. Further, Mr. McDermott was awarded 5 shares of the Company’s Series B Preferred Stock, or their equivalent (the "McDermott Series B Grant"). One share of the McDermott Series B Grant was vested on July 1, 2013, with the remaining McDermott Series B Shares to be vested at the rate of one each on the subsequent anniversary dates of July 1, 2013.

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15. RESTATEMENT

The Company has restated the consolidated balance sheet as of March 31, 2013 and the consolidated statement of operations, and cash flows for the three and nine months ended March 31, 2013 to account for the warrants issued as a derivative liability. We previously accounted for the warrants and related deemed dividends as a component of equity. The following tables present the restated items for the applicable dates.

	As Originally			Amount of
	Presented			Restatement			As Restated

For the Three Months Ended
March 31, 2013

Gain/(loss) on change in value – Derivative Warrants		-			605,546			605,546
Financing costs		-			(999	)		(999	)
Net Income/(loss)		(7,281,866	)		604,547			(6,677,319	)
Net loss per share	$	(0.01	)	$	0.00		$	(0.01	)

For the Nine Months Ended March 31, 2013

Gain/(loss) on change in value – Derivative Warrants		-0-			605,546			605,546
Financing costs		-0-			(999	)		(999	)
Net Income/(loss)		(8,476,105	)		604,547			(7,871,558	)
Net loss per share	$	(0 .01	)	$	0.00		$	(0.01	)

As of March 31, 2013

Warrants - Derivative Liability	-0-		7,623,336		7,623,336
Additional Paid in Capital	47,605,390		(8,228,883	)	39,376,507
Accumulated Deficit	(56,462,984	)	604,547		(55,858,437	)

As reported in the June 30, 2012 10-K filing, the Company has restated the statement of operations, and cash flows for the six months ended December 31, 2011 to treat the Asher notes, Preferred Shares and warrants issued as a derivative liability. We previously accounted for the warrants and related deemed dividends as a component of equity. The following tables present the restated items for the applicable dates and fiscal years:

	As Originally			Amount of
	Presented			Restatement		As Restated

For the Three Months Ended
March 31, 2012

Change in fair value of derivatives		-			2,015,431		2,015,431
Gain on debt redemption		-			-		-
Net Income/(loss)		(641,293	)		2,015,431		1,374,138
Net loss per share	$	0.00		$	0.00	$	0.00

For the Nine Months Ended March 31, 2012

Change in fair value of derivatives		-0-			1,815,293		1,815,293
Gain on debt redemption		-0-			26,648		26,648
Net Income/(loss)		(1,806,682	)		1,841,941		35,259
Net loss per share	$	(0 .00	)	$	0.00	$	(0.00	)

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements made in this Quarterly Report on Form 10-Q, including without limitation this Management's Discussion and Analysis of Financial Condition and Operations, other than statements of historical information, are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by such words as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue" or similar words. We believe it is important to communicate our future expectations to investors. However, these forward-looking statements involve many risks and uncertainties, including the risk factors disclosed under the heading “Risk Factors” included in the Company's Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 22, 2013 and amended on March 26, 2013. Our actual results could differ materially from those indicated in such forward-looking statements as a result of certain factors. We are under no duty to update any of the forward-looking statements after the date of this Report on Form 10-Q to conform these statements to actual results, other than to comply with the federal securities laws.

Overview

The Company has built a portal-based, virtual work, learning and communication/collaboration environment (a SocialHIE –Social Health Information Exchange) for healthcare and related industries called iCore Exchanger. Our primary focus shifted with our acquisition of NuScribe, Inc. on October 17, 2006 to healthcare based communications. Currently, our efforts are concentrated on providing secure, on-line communications, collaboration, learning and productivity solutions to healthcare and related markets, and facilitating cost-effective communications between physicians and other healthcare related workers and pharmaceutical, medical device and medical insurance companies.

iMedicor was launched in October of 2007 with early registration far exceeding our pre-launch estimates by over 200%. However, based on the changing landscape of the healthcare communications and multiple federal mandates enacted post the portals initial launch and that have required significant additional development, we suspended most of our marketing efforts to drive our then existing members into the portal in late 2010 as we both redesigned the site and entered into new relationships with companies that could add value as well as technology solutions and members to iMedicor. To make up for the loss of anticipated income from a subscribing membership base iMedicor entered into a related line of business – helping state and regional HITECH (Health Information Technology for Economic and Clinical Health) initiatives enroll physicians. Funded by the HITECH Act and overseen by Health and Human Services Office of the National Coordinator, the program federally funds state and regional offices to entice physicians to adopt the interoperability standards prior to the deadline mandated in 2014 by the federal government. As of June 30, 2012 the company has generated approximately $301,939 in revenue from HITECH driven programs. Our sales in other areas virtually ceased for the year ended June 30, 2012 from 2011, as most of our internal efforts were devoted to establishing new relationships with strategic partners, developing a pharmaceutical marketing sales channel and the redesign of the iCore Exchange and it’s integration with partner sites and the introduction of increased functionality as the market positioned itself for the need of a secure, interoperable communications system as represented by the continuing development of iMedicor.

The Company anticipates having four sources of income –

·	Through Subscription Sales
·	Through Consulting Service
·	Through EHR Recommendation and Sales
·	Through Clear Lobby and the iMedicor Store

As of March 31, 2013, we required approximately $275,000 to $300,000 per month to fund our operations. This amount will increase as we expand our sales and marketing efforts and continue to develop new products and services; however, if we do not raise additional capital in the near future or if revenue does not begin to grow as expected we will have to curtail our spending and downsize our operations. Our cash needs are primarily attributable to funding and expanding our development capabilities, sales and marketing efforts, strengthening technical and helpdesk support, satisfying existing obligations and building administrative infrastructure, including costs and professional fees associated with being a public company.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon the condensed consolidated financial statements included in this Form 10-Q for the quarterly period ended March 31, 2013, which have been prepared in accordance with generally accepted accounting principles as recognized in the U.S. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, the valuation of inventory, and valuation of deferred tax assets and liabilities, useful lives of intangible assets and accruals. We base our estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

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Liquidity and Capital

Cash was $132,201 at March 31, 2013 compared to $67 at June 30, 2012. Net cash used by operating activities was $1,322,241 for the nine months ended March 31, 2013 as compared to cash used by operating activities of $353,799 for the nine months ended March 31, 2012, representing a 385% increase. The increase is primarily attributed to approximately $540,000 more in payments to operating expenses such as salaries and development costs for the portal and $88,260 in bad debt expenses and a decrease in revenues of approximately of $337,000.

Net cash provided by financing activities was $1,454,375 for the nine months ended March 31, 2013 as compared to net cash 4provided by financing activities of $365,114 for the nine months ended March 31, 2012. The increase is primarily due to a increase in the amount of issuance of common stock. The source of the $1,454,375 was primarily from $1,409,375 in fund raising from issuance of common stock and $195,000 in short term loans, reduced by pay down of $150,000 on a note payable.

Funding subsequent to March 31, 2013, the Company has raised $687,500 and issued 43,500,000 Common Shares, and 5.5 Preferred B shares and 11,000,000 warrants from April 1, 2013 through date of this report. The Company is continuing to actively engage in fundraising efforts to increase its current level of operations. The Company also issued approximately 161,000,000 additional shares of Common Stock in connection with obtaining extension agreements on various debt instruments. There were no cash proceeds from such issuances; further such issuances may make it more difficult to raise additional proceeds from equity and/or debt issuances.

The Company continues to operate at a loss and is projected to do so until at least the end of fiscal 2014. There was a lack of available investment capital in the quarter ended March 31, 2013 that required the Company to continue to consolidate its operations and slow-down marketing, while attempting an aggressive development schedule to upgrade the entire system. The net result of this is that the Company has not been able to fully execute on its operational plan for the year resulting in a delay in generating any significant revenue. The Company is reliant, therefore, on raising capital through equity investments and/or debt instruments to maintain operations. There is no assurance that the Company will be able to raise additional capital.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The Company has incurred operating losses to date and has an accumulated deficit, total stockholders’ deficit and net working capital deficit of $55,858,437, $15,609,253 and $15,924,302 at March 31, 2013, respectively. The Company’s activities have been primarily financed through convertible debentures, and private placements of equity securities. The Company intends to raise additional capital through the issuance of debt or equity securities to fund its operations. The financing may not be available on terms satisfactory to the Company, if at all.

USE OF ESTIMATES

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Results of Operations

Three months ended March 31, 2013 Compared to Three Months Ended March 31, 2012

	Three Months Ended March 31,
	(unaudited)
	2013-Restated			2012
Net Sales and Revenues	$	36,333		$	284,941

Operational General and Administrative Expenses		7,055,807			552,092
Depreciation and amortization		4,820			291,673
Total Expenses		7,060,627			843,765
Loss before other income (expense)	$	(7,024,294	)	$	(558,824	)

Revenues

The Company's revenues for the three months ended March 31, 2013 decreased to $36,333 from $284,941 for the three months ended March 31, 2012, or approximately 87%. This is due primarily to the Company redirecting its energies towards other opportunities in the medical industry.

Operational, General and Administrative Expenses

Operational, general and administrative expenses for the three months ending March 31, 2013 increased to $7,055,808 from $552,092, or approximately 1,178%. This increase in operating expenses is primarily associated with the stock for services, impairment of technology assets, acquisition expense, professional services (legal and audit fees) and research and development costs.

Depreciation and Amortization

Depreciation and Amortization expenses for the three months ended March 31, 2013 decreased to $4,820 from $291,673 for the three months ending March 31, 2012.

Loss from Operations

Loss from operations for the three months ended March 31, 2013 totaled $7,024,294 compared to $558,824 for the three months ended March 31, 2012, or an increase of 1157%. The increase in loss from operations for the three months ended March 31, 2013 was primarily attributed to the shares issued for services of $4,781,092 and impairment of Technology asset of $966,412 and acquisition expense of $400,016.

Nine months ended March 31, 2013 Compared to Nine Months Ended March 31, 2012

	Nine Months Ended March 31,
	(unaudited)
	2013-Restated			2012
Net Sales and Revenues	$	65,685		$	637,295

Operational General and Administrative Expenses		8,189,898			1,568,663
Depreciation and amortization		4,820			658,337
Total Expenses		8,194,718			2,227,000
Loss before other income (expense)	$	(8,129,033	)	$	(1,589,705	)

Revenues

The Company's revenues for the nine months ended March 31, 2013 decreased to $65,685 from $637,295 for the nine months ended March 31, 2012, or approximately 90%. This is due primarily to the Company redirecting its energies towards other opportunities in the medical industry.

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Operational, General and Administrative Expenses

Operational, general and administrative expenses for the nine months ending March 31, 2013 increased to $8,194,718 from $2,227,000, or approximately 368%. This increase in operating expenses is primarily associated with the stock for services, impairment of technology assets, acquisition expense, professional services (legal and audit fees) and research and development costs.

Depreciation and Amortization

Depreciation and Amortization expenses for the six months ended March 31, 2013 decreased to $4,820 from $658,337 for the nine months ended March 31, 2012.

Loss from Operations

Loss from operations for the nine months ended March 31, 2013 totaled $8,129,033 compared to $1,589,705 for the nine months ended March 31, 2012, or an increase of 511%. The increase in loss from operations for the nine months ended March 31, 2013 is primarily associated with the stock for services, impairment of technology assets, acquisition expense, professional services (legal and audit fees) and research and development costs.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive and the Chief Financial Officers we evaluated the effectiveness of the design and operation of our disclosure control and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934 (the ‘Exchange Act’), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive and Chief Financial Officers concluded that our disclosure controls and procedures as of the end the period covered by this report were not effective so that the information required to be disclosed by us in reports filed 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 in order to allow for timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15 (f) under the Exchange Act during the nine months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

The Board of Directors of the Company had amended and restated the Bylaws as of August 15, 2013. A copy of the Amended and Restated Bylaws are submitted as Exhibit 3(ii).

ITEM 6. EXHIBITS

3(ii)		Amended and Restated Bylaws dated as of August 15, 2013

4.1		Secured Convertible Promissory Note of the Company dated April 18, 2009*

4.2		Modification Agreement dated March 31, 2011**

4.3		Secured Convertible Promissory Note dated March 31, 2011**

4.4		Series “A” Preferred Stock Description**

4.5		Series "B" Preferred Stock Subscription Agreement**

4.6		Series “B” Preferred Stock Description**

4.7		Form of Note dated August 24, 2011

31.1		Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a).

31.2		Certification of the Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a).

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

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

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	iMedicor, Inc. (Registrant)

Date: February 18, 2014	By:	/s/ Robert McDermott
		Robert McDermott
		Chief Executive Officer (Principal Executive Officer)

Date: February 18, 2014	By:	/s/ Thomas J. Owens
		Thomas J Owens
		Interim Chief Financial Officer (Principal Accounting Officer)

Date: February 18, 2014	By:	/s/ John M. Schneller
		John M Schneller
		Director