FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2015
OR
¨
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 0-3338
INERGETICS, INC.
(Exact Name of Registrant as Specified in
its Charter)
|
Delaware |
22-1558317 |
|
|
(State or other Jurisdiction of |
(IRS Employer |
|
|
Incorporation or Organization) |
Identification No.) |
|
550 Broad
Street, Suite 1212, Newark, NJ 07102
(Address of Principal Executive Office) (Zip
Code)
(908) 604-2500
(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
x 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 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
¨
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 |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes
¨ No
x
As of August 18, 2015, 852,302,469 shares
of Common Stock, $0.001 par value.
INERGETICS, INC. AND SUBSIDIARY
INDEX
PART I - Item 1
INERGETICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| |
June 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
Assets | |
| | | |
| | |
Current Assets: | |
| | | |
| | |
Cash | |
$ | 2,067 | | |
$ | 5,762 | |
Accounts receivable, net | |
| 166,336 | | |
| 342,607 | |
Receivable from the Technology Business Tax Certificate Transfer Program | |
| - | | |
| 375,645 | |
Inventories, net | |
| 112,792 | | |
| 686,275 | |
Prepaid expenses | |
| 8,412 | | |
| 133,486 | |
Total Current Assets | |
| 289,607 | | |
| 1,543,775 | |
| |
| | | |
| | |
Patents and intangible assets, net | |
| 106,027 | | |
| 147,815 | |
Goodwill | |
| 135,000 | | |
| 135,000 | |
Deposits | |
| 113,684 | | |
| 101,508 | |
Total Assets | |
$ | 644,318 | | |
$ | 1,928,098 | |
Liabilities and Stockholders’ Deficit | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 5,720,471 | | |
$ | 4,416,724 | |
Obligations to be settled in stock | |
| 876,033 | | |
| 553,812 | |
Derivative liability | |
| - | | |
| 910,590 | |
Short-term debt, net of unamortized debt discount | |
| 2,696,559 | | |
| 2,462,528 | |
Short-term debt to affiliates, net of unamortized debt discount | |
| 3,829,075 | | |
| 3,829,075 | |
Total Current Liabilities | |
| 13,122,138 | | |
| 12,172,729 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
Preferred stock, Convertible Series B, par value $2; 65,141 shares issued and outstanding | |
| 130,282 | | |
| 130,282 | |
Preferred stock, Convertible Series G, authorized 400,000 par $1, stated Value $50: 400,000 and 246,976 shares issued and outstanding | |
| 8,466,305 | | |
| 8,952,711 | |
Stockholders’ Deficit | |
| | | |
| | |
Preferred stock: | |
| | | |
| | |
Cumulative Series C, par value $1; 64,763 shares issued and outstanding | |
| 64,763 | | |
| 64,763 | |
Common stock, par value $0.001; authorized 2,000,000,000 shares; issued and outstanding
559,022,648 and 143,301,039 shares, respectively | |
| 559,020 | | |
| 143,301 | |
Additional paid-in capital | |
| 74,987,921 | | |
| 73,319,330 | |
Accumulated Deficit | |
| (96,686,111 | ) | |
| (92,855,018 | ) |
Total Stockholders’ Deficit | |
| (21,074,407 | ) | |
| (19,327,624 | ) |
Total Liabilities and Stockholders’ Deficit | |
$ | 644,318 | | |
$ | 1,928,098 | |
The accompanying notes are an integral part of the condensed
consolidated financial statements.
INERGETICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Total Revenues | |
$ | 200,105 | | |
$ | 523,615 | | |
$ | 483,882 | | |
$ | 1,003,417 | |
Cost of Goods Sold | |
| 154,213 | | |
| 310,437 | | |
| 903,841 | | |
| 673,040 | |
Gross Profit | |
| 45,892 | | |
| 213,178 | | |
| (419,959 | ) | |
| 330,377 | |
| |
| | | |
| | | |
| | | |
| | |
Research and development | |
| 842 | | |
| 8,521 | | |
| 27,383 | | |
| 12,929 | |
Selling, general and administrative expense | |
| 514,363 | | |
| 1,555,511 | | |
| 2,162,393 | | |
| 4,696,231 | |
Total operating expenses | |
| 515,205 | | |
| 1,564,032 | | |
| 2,189,776 | | |
| 4,709,160 | |
Loss from Operations | |
| (469,313 | ) | |
| (1,350,854 | ) | |
| (2,609,735 | ) | |
| (4,378,783 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Income (Expense) | |
| | | |
| | | |
| | | |
| | |
Amortization of debt discount | |
| (524,986 | ) | |
| (35,650 | ) | |
| (1,091,221 | ) | |
| (169,003 | ) |
Gain (Loss) on extinguishment of debt | |
| (362,050 | ) | |
| 2,787 | | |
| (1,064,643 | ) | |
| 18,378 | |
Loss from derivatives issued with debt greater than debt carrying value | |
| (195,000 | ) | |
| - | | |
| (377,000 | ) | |
| - | |
Gain (Loss) on fair market valuation of derivatives | |
| 2,335,000 | | |
| 542,000 | | |
| 1,725,520 | | |
| (472,000 | ) |
Interest and financing cost, net | |
| (205,988 | ) | |
| (400,970 | ) | |
| (414,014 | ) | |
| (768,340 | ) |
Total Other Income (Expense) | |
| 1,046,976 | | |
| 108,167 | | |
| (1,221,358 | ) | |
| (1,390,965 | ) |
Net Income (Loss) | |
| 577,663 | | |
| (1,242,687 | ) | |
| (3,831,093 | ) | |
| (5,769,748 | ) |
Preferred Dividend | |
| (63,047 | ) | |
| (321,525 | ) | |
| (389,606 | ) | |
| (579,963 | ) |
Net Income (Loss) applicable to common shareholders | |
$ | 514,616 | | |
$ | (1,564,212 | ) | |
$ | (4,220,699 | ) | |
$ | (6,349,711 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net Income (Loss) per Common Share - Basic and Diluted | |
$ | 0.00 | | |
$ | (0.02 | ) | |
$ | (0.02 | ) | |
$ | (0.09 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of common shares outstanding - Basic and Diluted | |
| 297,553,100 | | |
| 78,183,619 | | |
| 237,967,782 | | |
| 71,135,031 | |
The accompanying notes are an integral part of the condensed
consolidated financial statements.
INERGETICS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(Unaudited)
| |
For the Six Months Ended June 30, | |
| |
2015 | | |
2014 | |
Cash Flows from Operating Activities | |
| | | |
| | |
Net Loss | |
$ | (3,831,093 | ) | |
$ | (5,769,746 | ) |
Adjustments to Reconcile Net Loss to | |
| | | |
| | |
Net Cash Used In Operations | |
| | | |
| | |
(Gain) Loss on fair market valuation of derivatives | |
| (1,725,520 | ) | |
| 472,000 | |
Depreciation and amortization | |
| 788 | | |
| 788 | |
Common Stock issued for financing expenses | |
| - | | |
| 17,365 | |
Preferred Stock issued for financing expenses | |
| - | | |
| 262,418 | |
Common Stock issued for services | |
| 15,699 | | |
| 199,609 | |
Common stock issued for compensation | |
| 4,941 | | |
| 1,332,883 | |
Loss (Gain) on extinguishment of debt | |
| 1,064,643 | | |
| (18,378 | ) |
Accretion of debt discount | |
| 1,091,221 | | |
| 169,003 | |
Loss on issuance of convertible debt | |
| 377,000 | | |
| - | |
Inventory reserve | |
| 559,987 | | |
| - | |
Intangible asset impairment | |
| 41,000 | | |
| - | |
| |
| | | |
| | |
Changes in Assets and Liabilities | |
| | | |
| | |
Decrease (Increase) in accounts receivable | |
| 176,271 | | |
| (111,000 | ) |
Decrease in receivable from Technology Business Tax Certificate Transfer Program | |
| 375,645 | | |
| 3,357,144 | |
Decrease (Increase) in inventories | |
| 13,496 | | |
| (552,340 | ) |
Decrease in deferred cost of goods sold | |
| - | | |
| 75,497 | |
Decrease (Increase) in prepaid expenses | |
| 125,074 | | |
| (215,103 | ) |
(Increase) Decrease in deposits | |
| (12,176 | ) | |
| 220,092 | |
Increase (Decrease) in accounts payable and accrued expenses | |
| 1,311,829 | | |
| (304,434 | ) |
Decrease in deferred revenue | |
| - | | |
| (194,288 | ) |
| |
| | | |
| | |
Net Cash Used in Operating Activities | |
| (411,195 | ) | |
| (1,058,490 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from debt | |
| 632,500 | | |
| 1,495,030 | |
Repayment of debt | |
| (225,000 | ) | |
| (528,000 | ) |
Net Cash Provided by Financing Activities | |
| 407,500 | | |
| 967,030 | |
| |
| | | |
| | |
Net Decrease in Cash | |
| (3,695 | ) | |
| (91,460 | ) |
Cash at beginning of period | |
| 5,762 | | |
| 106,774 | |
Cash at end of period | |
$ | 2,067 | | |
$ | 15,313 | |
| |
| | | |
| | |
Supplemental Disclosure of Cash Flow information: | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Interest Expense | |
$ | 15,264 | | |
$ | 213,621 | |
Income Taxes | |
$ | - | | |
$ | - | |
Non-cash | |
| | | |
| | |
Issuance of G shares as Preferred dividend (160,927 and 9,851 shares) | |
$ | 389,606 | | |
$ | 579,963 | |
Change in liability of stock to be Issued | |
$ | 322,221 | | |
$ | 150,348 | |
The accompanying notes are an integral part of the condensed
consolidated financial statements.
INERGETICS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
On March 15, 2010 the Company
changed its name to Inergetics, Inc. Inergetics, Inc. (the Company or "Inergetics"), formerly Millennium Biotechnologies
Group, Inc., is a holding company for its subsidiary Millennium Biotechnologies, Inc. ("Millennium").
Millennium was incorporated in
the State of Delaware on November 9, 2000 and is located in New Jersey. Millennium is a research based bio-nutraceutical
corporation involved in the field of nutritional science. Millennium’s principal source of revenue is from sales
of its nutraceutical supplements, Resurgex Select® and Resurgex Essential™ and Resurgex Essential Plus™ which serve
as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. Millennium
has developed Surgex for the sport nutritional market. The Company acquired Bikini Ready®, a leader in weight loss lifestyle
solutions and SlimTrim™, the affordable, premium value diet brand. The Company’s efforts going forward will focus on
sales of Surgex in powder and pill forms as well as powder and pills for Bikini Ready and pills for SlimTrim and OmEssentials®.
The accompanying unaudited
condensed consolidated financial statements include the accounts of Inergetics, Inc. and its subsidiary. These condensed
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. In the opinion of
management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation
have been included.
Principles of Consolidation
The condensed consolidated financial
statements include the accounts of the Company and its subsidiary are prepared in accordance with accounting principles generally
accepted in the United States. All significant inter-company transactions and balances have been eliminated.
Certain information in footnote
disclosure normally included in the financial statements have been condensed or omitted and the financial statements might not
be indicative of a full year’s results. The Company believes the disclosures are adequate to make the information presented
not misleading.
The financial statements should
be read in conjunction with the Company’s audited financial statements and the notes thereto for fiscal year-ended December
31, 2014 included in the Company’s Annual Report on Form 10-K filed on April 15, 2015.
INERGETICS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
Continued
Use of Estimates
The preparation of the financial statements in conformity
with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Goodwill
Goodwill and other acquired intangible
assets with indefinite lives are not amortized, but are tested for impairment annually and when an event occurs or circumstances
change such that it is more likely than not that an impairment may exist. Our annual testing date is December 31. We test goodwill
for impairment by first comparing the carrying value of net assets to the fair value of the related operations. If the fair value
is determined to be less than carrying value, a second step is performed to compute the amount of the impairment. In this process,
a fair value for goodwill is estimated, based in part on the fair value of the operations, and is compared to its carrying value.
The shortfall of the fair value below carrying value represents the amount of goodwill impairment. Intangibles consist of
brand and trade names acquired in business combinations. We test these intangibles for impairment by comparing their carrying value
to current projections of discounted cash flows attributable to the brand and trade names. Any excess carrying value over the amount
of discounted cash flows represents the amount of the impairment.
Income Taxes
The Company provides for income
taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in the
Company’s income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different
periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount expected to be realized.
Loss Per Common Share
Net loss per share, in accordance
with the provisions of ASC 260, “Earnings Per Share” is computed by dividing net loss by the weighted average number
of shares of Common Stock outstanding during the period. Common Stock equivalents have not been included in this computation since
the effect would be anti-dilutive. During a loss period, the effect of the potential exercise of stock options, warrants, convertible
preferred stock and convertible debt are not considered in the diluted income (loss) per share calculation since the effect would
be anti-dilutive.
INERGETICS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
Continued
Fair Value of Financial Instruments
For financial instruments including
cash, accounts receivable, prepaid expenses, debt, accounts payable and accrued expenses, the carrying values approximated their
fair value.
Fair value estimates are made
at a specific point in time, based on relevant market information and information about the financial statement. These estimates
are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions could significantly affect the estimates.
Patents and Intangible Assets
Patents are capitalized and amortized over 240 months.
Amortization expense for the six months ended June 30, 2015 and 2014 was $788 and $788, respectively.
Intangible assets with indefinite lives are not amortized,
but are tested for impairment. During the quarter ended March 31, 2015 the company wrote off the Martha Stewart intangible asset
in the amount of $41,000 due to the notice received in the second quarter of 2015 terminating the license agreement.
2 . GOING CONCERN AND LIQUIDITY ISSUES
The Company’s future success is dependent upon
its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing. Management
believes they can raise the appropriate funds needed to support their business plan and develop an operating company which is cash
flow positive.
However, the Company has a working capital deficit,
significant debt outstanding, incurred substantial net losses for the six months ended June 30, 2015 and 2014 and has accumulated
a deficit of approximately $97 million at June 30, 2015. The Company has not been able to generate sufficient cash from operating
activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or
raise capital to support its operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern.
The condensed consolidated financial statements do
not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result
should the Company be unable to continue as a going concern.
3. CONCENTRATIONS OF BUSINESS AND CREDIT RISK
The Company maintains cash balances
in several financial institutions which are insured by the Federal Deposit Insurance Corporation up to certain federal limitations.
The Company provides credit
in the normal course of business to customers located throughout the U. S. The Company performs ongoing credit evaluations of its
customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical
trends, and other information.
INERGETICS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
4. INVENTORIES
Inventories are stated at the
lower of cost or market on a first in, first out basis. Inventories consist of work-in-process, raw materials, finished goods,
and packaging for the Company’s Martha Stewart Essentials, SURGEX®, Bikini Ready®, SlimTrim™ and Om Essentials®
product lines. Inventories consist of the following:
| |
June 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
Finished Goods | |
$ | 646,789 | | |
$ | 634,578 | |
Packaging | |
| 25,990 | | |
| 51,697 | |
| |
| 672,779 | | |
| 686,275 | |
Less: Reserve for obsolescence | |
| 559,987 | | |
| - | |
Total | |
$ | 112,792 | | |
$ | 686,275 | |
5. PREPAID EXPENSES
Prepaid expenses are for services
that have been paid in advance primarily with stock that are amortized over the life of the contract. The agreements pertain to
pricing structure, distribution, warehousing, inventory management, financial advisory services, pro athlete endorsements and licensing
agreements.
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of
the following:
| |
June 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
Accounts payable | |
$ | 3,918,159 | | |
$ | 3,067,081 | |
Accrued interest | |
| 1,196,385 | | |
| 833,215 | |
Accrued rent expense | |
| 135,874 | | |
| 135,874 | |
Accrued salaries, bonuses and payroll taxes | |
| 210,534 | | |
| 125,391 | |
Accrued professional fees | |
| 219,794 | | |
| 218,593 | |
Owed to officers | |
| 39,725 | | |
| 36,570 | |
| |
$ | 5,720,471 | | |
$ | 4,416,724 | |
INERGETICS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
7. SHORT TERM DEBT, NET OF DEBT DISCOUNT
In the first six months of 2015, the Company realized
gross proceeds of $632,500 in new cash. Proceeds from the sale of its 4% to 12% twelve month Unsecured Convertible Notes, in the
aggregate original principal amount of $632,500 (the “Notes”) to accredited investors (the “Investors”).
Interest on the outstanding principal balance of the Notes is payable upon maturity of the notes. For the convertible notes, the
outstanding principal balance of the Notes and all accrued but unpaid interest thereon may be converted at any time at the option
of each Investors into shares of Common Stock at the Conversion Price ranging from 62% to 55% of the lowest trading price of the
Common Stock as quoted by Bloomberg L.P. for the ten trading days immediately preceding the date of conversion (subject to adjustments
as provided in the Note. The Company may prepay the Notes at any time with a penalty to the Investors ranging from zero
to 40% of the outstanding principal and accrued interest.
Unsecured Notes, net debt discount, consist of the
following:
| |
June 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
Unsecured Convertible Notes | |
$ | 3,150,919 | | |
$ | 3,510,416 | |
Debt discount | |
| (454,360 | ) | |
| (1,047,888 | ) |
| |
$ | 2,696,559 | | |
$ | 2,462,528 | |
The Company during the six
months ended June 30, 2015 recorded a debt discount of $539,000. At June 30, 2015, approximately $3.2 million of notes are in
default. Management is working with the creditors to modify the terms of these defaulted notes.
Loss on Troubled Debt Restructuring
2015 Modification of
Debt
The following debt instruments were modified in 2015.
The modification of debt included the addition of a conversion feature therefore requiring the Company to record the transaction
in accordance with ASC 470 “Debt” modification of debt accounting.
At June 30, 2015, the Company had promissory notes
issued to four affiliated investors with an outstanding balance of $1,455,128, which were due as of March 31, 2015. During April
2015, the Company reached an agreement with the investors to extend the debt for thirteen months. At the date of extension, the
new debt payable was $1,455,128. The new debt incurred origination fees paid through the issuance of Series G preferred stock valued
at $160,288, resulting in an adjustment to Stockholders’ Deficit.
INERGETICS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
8. FAIR VALUE MEASUREMENTS
The following table represents the fair value hierarchy
for those financial assets measured at fair value on a recurring basis
| |
Fair Value at | | |
| | |
| | |
| |
| |
June 30, | | |
Fair Value Measurement Using | |
| |
2015 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Derivative liability – Conversion Feature | |
$ | - | | |
| - | | |
| - | | |
$ | - | |
| |
$ | - | | |
| - | | |
| - | | |
$ | - | |
| |
Fair Value at | | |
| | |
| | |
| |
| |
December 31, | | |
Fair Value Measurement Using | |
| |
2014 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Derivative liability – Conversion Feature | |
$ | 910,590 | | |
| - | | |
| - | | |
$ | 910,590 | |
| |
$ | 910,590 | | |
| - | | |
| - | | |
$ | 910,590 | |
Liabilities measured
at fair value on a recurring basis using significant unobservable inputs (Level3):
| |
June 30, | |
| |
2015 | |
Balance at December 31, 2014 | |
$ | 910,590 | |
Issuance of notes with derivatives | |
| 916,000 | |
Derivative debt converted into equity | |
| (101,070 | ) |
Loss on fair market valuation of derivatives | |
| (1,725,520 | ) |
Balance at June 30, 2015 | |
$ | - | |
INERGETICS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
FAIR VALUE MEASUREMENTS, Continued
9. WARRANTS
Warrant activity for the six
months ended June 30, 2015 is as follows:
| |
| | |
Weighted | | |
| | |
| |
| |
| | |
Average | | |
Remaining | | |
Aggregate | |
| |
Number of | | |
Exercise | | |
Contractual Term In | | |
Intrinsic | |
| |
Warrants | | |
Price | | |
Months | | |
Value | |
Outstanding at December 31, 2014 | |
| 21,292,144 | | |
$ | 0.223 | | |
| 46 | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Granted | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Expired or cancelled | |
| (3,087,500 | ) | |
| .200 | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Outstanding and exercisable at June 30, 2015 | |
| 18,204,644 | | |
$ | 0.202 | | |
| 50 | | |
$ | - | |
10. SUBSEQUENT EVENTS
The Company entered into a securities purchase
agreement (“SPA”), dated as of July 16, 2015, with two (2) accredited investors (“Buyers 1 & 2”). Pursuant
to the terms of SPA, Buyers 1 & 2 each purchased from the Company, a 12% convertible promissory notes of the Company, in the
aggregate principal amount of $145,500 per note or $291,000 in the aggregate (“Notes 1 and 2”) which were paid for
by Buyer 1 &2 on July 14, 2015 and July 16, 2015, respectively.
Notes 1 and 2 mature on July 13, 2016 and are convertible in
whole or in part into shares of the Company's common stock, at the option of Buyers 1 & 2, respectively, at any time prior
to the maturity dates thereof at a conversion price (collectively, the “Conversion Price”) equal to the lower of (i)
a 38% discount from the lowest Trading Price of the Company’s common stock for the 10 trading days prior to the date that
the holder requests a conversion and (ii) $0.07. The Conversion Price is subject to anti-dilution protection as provided in the
SPA.
Notes 1 and 2 are each subject to prepayment at any time by
the Company, but if such prepayment occurs at any time beginning 75 days after the issue date of Notes 1 and 2 respectively, but
prior to the maturity dates thereof, the Company may prepay Notes 1 and 2 by paying to Buyers 1 & 2 an amount equal to 130%
of the outstanding principal amount of Notes 1 & 2, respectively. Upon a Qualified Offering (as defined in Notes 1 and 2),
the Company is required to prepay Notes 1 and 2 on the terms provided in Notes 1 and 2.
The Company entered into a securities purchase
agreement (“SPA 2”), dated as of July 31, 2015, with two (2) accredited investors (“Buyers 1 & 2”).
Pursuant to the terms of SPA 2, Buyers 1 & 2 each purchased from the Company, a 12% convertible promissory notes of the Company,
in the aggregate principal amount of $52,500 per note or $105,000 in the aggregate (“Notes 3 and 4”) which were paid
for by Buyer 1 &2 on August 3, 2015 and August 4, 2015, respectively.
Notes 3 and 4 mature on July 31, 2016 and are convertible in
whole or in part into shares of the Company's common stock, at the option of Buyers 1 & 2, respectively, at any time prior
to the maturity dates thereof at a conversion price (collectively, the “Conversion Price”) equal to the lower of (i)
a 38% discount from the lowest Trading Price of the Company’s common stock for the 10 trading days prior to the date that
the holder requests a conversion and (ii) $0.07. The Conversion Price is subject to anti-dilution protection as provided in the
SPA.
Notes 3 and 4 are each subject to prepayment at any time by
the Company, but if such prepayment occurs at any time beginning 75 days after the issue date of Notes 3 and 4 respectively, but
prior to the maturity dates thereof, the Company may prepay Notes 3 and 4 by paying to Buyers 1 & 2 an amount equal to 130%
of the outstanding principal amount of Notes 3 & 4, respectively. Upon a Qualified Offering (as defined in Notes 1 and 2),
the Company is required to prepay Notes 3 and 4 on the terms provided in Notes 3 and 4.
In order to provide financing to have the Company’s manufacturers
produce certain of the Company’s products, the Company is currently negotiating the terms of a purchase order financing arrangement
with Buyers 1 & 2 (the “Potential PO Lenders”), pursuant to which the Potential PO Lenders would make available
up to $1,000,000 in purchase order financing to the Company against purchase orders for the Company’s products by the Company’s
customers, which purchase orders would need to be approved by the Potential PO Lenders. No assurances can be given when, if ever,
a purchase order arrangement will be entered into or the terms thereof. If, a purchase order arrangement is entered into, the PO
Lenders have discussed with the Company converting and/or exchanging Notes 1 and 2 into notes and/or financial obligations of the
Company having the same or similar terms as the terms for any purchase order financing the Potential PO Lenders would receive if
they and the Company enter into a purchasing order financing arrangement. Such Potential PO Lenders have discussed preliminarily
providing the Company with an account receivable financing facility to provide the Company with funding for working capital and
general corporate purposes.
The Company was not able to
issue the full Series G Preferred dividend due to the amount of shares authorized. Management is looking to amend the
Certificate of Designation so that the balance of the dividend as of June 30, 2015 due in the amount of $332,208 can be
issued. The dividend due has been accrued in obligations to be settled in stock as of June 30, 2015.
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Pursuant To "Safe
Harbor" Provisions
Of Section 21e Of The Securities Exchange Act Of 1934
Except for historical information,
the Company's reports to the Securities and Exchange Commission on Form 10-K and Form 10-Q and periodic press releases, as well
as other public documents and statements, contain "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by the statements. These risks and uncertainties include general economic
and business conditions, development and market acceptance of the Company's products, current dependence on the willingness of
investors to continue to fund operations of the Company and other risks and uncertainties identified in the risk factors discussed
below and in the Company's other reports to the Securities and Exchange Commission, periodic press releases, or other public documents
or statements.
Readers are cautioned not to
place undue reliance on forward-looking statements. The Company undertakes no obligation to republish or revise forward-looking
statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.
Results of Operations for the quarter ended June 30, 2015
compared to the quarter ended June 30, 2014:
Total revenues generated from the sales of Surgex™,
Bikini Ready®, SlimTrim™ and Martha Stewart Essentials™ for the quarter ended June 30, 2015 totaled $200,105 a
decrease of 62% from the quarter ended June 30, 2014 which totaled $523,615. The primary reason for the decrease was due to the
Company’s loss of distribution of Martha Stewart Essentials which accounted for $274,847 of the decline in addition to a
decrease in the house brands Surgex, Bikini Ready, SlimTrim and Om Essentials in the amount of $48,663 to the retailers during
the quarter ended June 30, 2015.
At this stage in the Company’s development,
revenues are not yet sufficient to cover ongoing operating expenses.
Gross profit for the quarter ended June 30, 2015
amounted to $45,892. Gross profit decreased $167,286 for the quarter ended June 30, 2015 compared to a gross margin of $213,178
for the quarter ended June 30, 2014. The decrease in gross profit is a result of lower sales with lower margins on the
products sold in the quarter ended June 30, 2015.
Research and development cost and selling, general
and administrative expenses were $515,205 compared to $1,564,032 or a decrease of $1,048,827. The decrease was attributable to
reduced promotional cost of $292,012, reduced commission expense of $10,121, reduced consultants of $11,363, reduced compensation,
payroll taxes and benefits in the amount of $205,847 due to reduced number of employees and less common stock issued in the quarter
ended June 30, 2015. Other professional fees were reduced by $111,448. There was a decrease in licensing fee in the amount of $271,642
due to MSLO due to the agreement being terminated in the second quarter but accrued for in the first quarter of 2015. Warehouse
expense was reduced by $10,367, temporary help was reduced by $10,640, travel and entertainment was reduced by $44,958 and director
fees were reduced by $34,375. Management reduced expenses due to lack of proper funding.
The Company realized an operating loss of $469,313
in the quarter ended June 30, 2015 versus an operating loss of $1,350,854 in 2014.
Non-operating income totaled $1,046,976 for the quarter
ended June 30, 2015 an increase of $938,909 as compared to $108,167 for the quarter ended June 30, 2014. The increase
in non-operating income of $938,809 was due to an increased gain on fair market valuation of derivatives in the amount of $1,793,000.
There was a decrease in interest expense of $194,982 for the three months ended June 30, 2015 versus the same period in 2014. Other
expenses increased in accretion of debt discount in the amount of $489,336 and a Loss on extinguishment of debt in the amount of
$362,050 in 2015 versus a gain of $2,787 in 2014 for a net decrease of $364,837. There was a loss from derivatives issued with
debt greater than debt carrying value in the amount of $195,000 versus zero in the prior year.
The net result for the quarter ended June 30, 2015
was income of $514,616 or $0.00 per share which included a preferred dividend on the Series G stock in the amount of $63,047, compared
to a loss of $1,564,212 or $0.02 per share for the first quarter of 2014. The net gain for the second quarter of 2015 increased
by $2,078,828 as compared to the second quarter loss in 2014. The Company was not able to issue the full Series G Preferred dividend
due to the amount of shares authorized. Management is looking to amend the Certificate of Designation so that the balance of the
dividend due in the amount of $332,208 can be issued. Management will continue to make an effort to lower operating expenses and
increase revenue. The Company will continue to invest in further expanding its operations and a comprehensive marketing
campaign with the goal of accelerating the education of potential clients and promoting the name and products of the Company. Given
the fact that most of the operating expenses are fixed or have quasi-fixed character management expects them to significantly decrease
as a percentage of revenues as revenues increase.
Results of Operations for the six months ended June 30, 2015
compared to the six months ended June 30, 2014:
Total revenues generated from the sales of Surgex™,
Bikini Ready®, SlimTrim™ and Martha Stewart Essentials™ for the six months ended June 30, 2015 totaled $483,882
a decrease of 52% from the six months ended June 30, 2014 which totaled $1,003,417. The primary reason for the decrease was due
to the Company’s loss of distribution of Martha Stewart Essentials which accounted for $596,914 of the decline offset by
an increase in the house brands Surgex, Bikini Ready, SlimTrim and Om Essentials in the amount of $77,379 to the retailers during
the six months ended June 30, 2015.
At this stage in the Company’s development,
revenues are not yet sufficient to cover ongoing operating expenses.
Gross profit for the six months ended June 30, 2015
amounted to a negative $419,959. Gross profit decreased $750,336 for the six months ended June 30, 2015 compared to a gross margin
of $330,377 for the six months ended June 30, 2014. The decrease in gross profit is a result of a 100% reserve against
the Martha Stewart Essentials inventory in the amount of $559,987 in the six months ended June 30, 2015.
Research and development cost and selling, general
and administrative expenses were $2,189,776 compared to $4,709,160 or a decrease of $2,519,384. The decrease was attributable to
reduced promotional cost of $683,028, reduced commission expense of $13,745, reduced computer cost of $29,170, reduced consultants
of $32,003, reduced compensation, payroll taxes and benefits in the amount of $1,669,400 due to reduced number of employees and
less common stock issued in the six months ended June 30, 2015. Other professional fees were reduced by $210,298. Warehouse expense
was reduced by $8,807, temporary help was reduced by $21,280 and travel and entertainment was reduced by $51,134. Management reduced
expenses due to lack of proper funding. The decreases were offset by an increase of licensing fee in the amount of $247,201 due
to MSLO terminating the licensing agreement and there was an impairment of intangible assets in the amount of $41,000 related to
the MSLO agreement.
The Company realized an operating loss of $2,609,735
in the six months ending June 30, 2015 versus an operating loss of $4,378,783 in 2014.
Non-operating expenses totaled $1,221,358 for the
six months ended June 30, 2015 a decrease of $169,607 as compared to an expense of $1,390,965 for the six months ended June 30,
2014. The decrease in non-operating income of $169,607 was due to the increase in accretion of debt discount in the
amount of $922,218 and a Loss on extinguishment of debt in the amount of $1,064,643 in 2015 versus a gain of $18,378 in 2014 for
a net increase of $1,083,021. There was a loss from derivatives issued with debt greater than debt carrying value in the amount
of $377,000 versus zero in the prior year. There was a gain of $1,725,520 from the fair value of the derivative instruments issued
with the convertible debt in 2015 versus a loss of $472,000 for the six months ended June 30, 2014 for net gain of $2,197,520.
There was a decrease in interest expense of $354,326 for the six months ended June 30, 2015.
The net result for the six months ended June 30,
2015 was a loss of $4,220,699 or $0.02 per share which included a preferred dividend on the Series G stock in the amount of $389,606,
compared to a loss of $6,349,711 or $0.09 per share for the first six months of 2014. The net loss for the first six months of
2015 decreased by $2,129,012 or 34% as compared to the first six months of 2014. The Company was not able to issue the full Series
G Preferred dividend due to the amount of shares authorized. Management is looking to amend the Certificate of Designation so that
the balance of the dividend due in the amount of $332,208 can be issued. Management will continue to make an effort to lower operating
expenses and increase revenue. The Company will continue to invest in further expanding its operations and a comprehensive
marketing campaign with the goal of accelerating the education of potential clients and promoting the name and products of the
Company. Given the fact that most of the operating expenses are fixed or have quasi-fixed character management expects them to
significantly decrease as a percentage of revenues as revenues increase.
Disclosure About Off-Balance Sheet Arrangements
We do not have any transactions,
agreements or other contractual arrangements that constitute off-balance sheet arrangements.
Critical Accounting Estimates
Our Management's Discussion
and Analysis of Financial Condition and Results of Operations section discusses our consolidated condensed financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets
and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections
in this discussion and analysis and in the notes to the consolidated financial statements included in this report.
Liquidity and Capital Resources
The Company’s future success
is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional
financing. Management believes they can raise the appropriate funds needed to support their business plan and develop
an operating, cash flow positive company. The Company has been operating with negative cash flows for the past 13 years.
The Company incurred substantial
net losses for the six months ended June 30, 2015 and the year ended December 31, 2014 and has accumulated a deficit of $96,686,111
at June 30, 2015. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations.
There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These
factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has never reported
Net Income.
The condensed consolidated financial
statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that
might result should the Company be unable to continue as a going concern.
The Company’s business
operations generally have been financed by debt investments through promissory notes with accredited investors. During
the six months of 2015, the Company obtained new debt from the issuance of promissory notes that supplied the funds that were needed
to finance operations during the reporting period. The new issuance of debt requires conversion of existing debt which may not
be able to convert on favorable terms. Such new borrowings resulted in the receipt by the Company of $632,500. While
these funds sufficed to compensate for the negative cash flow from operations they were not sufficient to build up a liquidity
reserve. As a result, the Company’s financial position at the end of the reporting period showed a working capital
deficit of $12,832,531. During the first six months of 2015 the Company obtained new financing sufficient to fund ongoing
working capital requirements. We need to continue to raise funds to cover working capital requirements until we are
able to raise revenues to a point of positive cash flow.
The
Company was not able to make the payments that were due July 1, 2014, January 1, 2015 and April 1, 2015 to Martha Stewart Living
Omnimedia (“MSLO”) pursuant to our license agreement. On April 25, 2015, the Company received notice from MSLO that
the license agreement shall terminate on May 16, 2015. The Company has the right to sell off the licensed products for a period
of six months. All MSLO inventory has been 100% reserved in the accompanying financial statements. The Company has an accrued liability
of $1,237,500 of licensing fees due to MSLO through the end of the agreement as of June 30, 2015.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
Not Applicable
Item 4. Control and Procedures
Evaluation of disclosure controls and procedures
Management of the Company has
evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of
the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that, as a result of the material weakness and significant deficiencies in our internal control over financial
reporting, our disclosure controls and procedures were not effective, as of the June 30, 2015, to ensure that information required
to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and forms, and that the information required to be disclosed
by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over
Financial Reporting
Management of the Company has
evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company's internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered
by this Quarterly Report on Form 10-Q. There was no change in the Company's internal control over financial reporting identified
in that evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected,
or is reasonably likely to materially affect, the Company's internal control over financial reporting, other than what has been
reported above.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
Creative Healthcare Solutions,
LLC vs. Millennium Biotechnologies Inc, Ct. of Common Pleas of Delaware County Ohio, Case No. 07 CV H 11 1420) Millennium
was not satisfied with the service rendered by Creative Healthcare Solutions, LLC in 2005 which were associated with the development
of Resurgex Select collateral materials developed in December of 2005. Millennium subsequently was forced to destroy and dispose
of over 80% of the materials provided by Creative Healthcare Solutions due to the poor quality of the materials. Millennium
has been unsuccessful in resolving the dispute and subsequently Creative Healthcare Solutions, LLC has filed legal action for demand
of payment in the amount of $63,718 for services rendered. Millennium continues to negotiate a settlement through counsel
with regards to this legal proceeding.
Robert Half International vs.
Millennium Biotechnologies, Inc. filed on March 31, 2009 in the Superior Court of New Jersey, Law Division, Middlesex County. Robert
Half International claims a total of $18,507 plus costs and fees based upon the Millennium Biotechnologies, Inc.’s failure
to pay the plaintiff the fees associated with the full time hiring of an employee.
Item 1A Risk Factors
Not Applicable
Item 2 Unregistered Sales of Equity Securities and Use
of Proceeds
See Note 7 and Note 10 to the Condensed Consolidated
Financial Statements in Part I above.
Item 3 Defaults Upon Senior Securities
See Note 7 to the Condensed Consolidated Financial
Statements in Part I above.
Item 4 Mine Safety Disclosures
Not Applicable
Item 5 Other Information
- None
Item 6 a) Exhibits
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31.1 |
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Certification of Michael C. James, Chief Executive Officer and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Certification of Michael C. James, Chief Executive Officer and Chief Financial Officer, pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
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XBRL Taxonomy Extension Calculation Linkbase |
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
INERGETICS, INC. |
|
|
Date: August 19, 2015 |
By: |
/s/ Michael C. James |
|
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Michael C. James |
|
|
Chief Executive Officer |
|
|
Chief Financial Officer |
EXHIBIT 31.1
Certifications pursuant to Securities
and Exchange Act of 1934
Rule 13a-14 as adopted pursuant
to Section 302 of Sarbanes-Oxley Act of 2002
I, Michael C. James, certify that:
1. I have reviewed this quarterly report on Form 10-Q
of the Inergetics, Inc. (the “Registrant”);
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. The Registrant's other certifying officer(s) and
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
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 that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control
over financial reporting; and
5. The Registrant's other certifying officer(s) and
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 19, 2015 |
By: |
/s/ Michael C. James |
|
|
Chief Executive Officer and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with
the Quarterly Report of Inergetics, Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2015 (the "Form
10-Q"), I, Michael C. James, Chief Executive Officer and Chief Financial Officer of the Company, certify, as of the date hereof,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my
knowledge, that the Company's Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 and that the information contained in the Form 10-Q, fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Dated: August 19, 2015 |
/s/ Michael C. James |
|
Michael C. James |
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Chief Executive Officer and Chief Financial Officer |