The accompanying notes are an integral part of these consolidated financial statements.


F-4



ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS



 

 

For the year

 

 

For the year

 

 

 

 

 

 

 

 

 

ended

 

 

ended

 

 

For the

 

 

 

April 30,

 

 

December 31,

 

 

Four Months Ended April 30,

 

 

 

2014

 

 

2012

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Revenues

 

$

3,981,722

 

 

$

2,684,931

 

 

$

1,229,096

 

 

$

745,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (exclusive of depreciation and amortization shown separately below)

 

 

1,859,764

 

 

 

2,068,812

 

 

 

749,930

 

 

 

865,408

 

General and administrative

 

 

6,300,229

 

 

 

5,508,507

 

 

 

1,670,812

 

 

 

2,123,685

 

Receivable collateral valuation reserve

 

 

123,647

 

 

 

502,315

 

 

 

 

 

 

 

Depreciation and amortization

 

 

474,752

 

 

 

397,923

 

 

 

159,269

 

 

 

121,812

 

Total costs and expenses

 

 

8,758,392

 

 

 

8,477,557

 

 

 

2,580,011

 

 

 

3,110,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss from continuing operations

 

 

(4,776,670

)

 

 

(5,792,626

)

 

 

(1,350,915

)

 

 

(2,365,249

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

1,035

 

 

 

4,592

 

 

 

330

 

 

 

672

 

Interest expense

 

 

(659,997

)

 

 

(364,889

)

 

 

(6,737

)

 

 

(2,934

)

Gain on disposal of property and equipment

 

 

 

 

 

5,879

 

 

 

 

 

 

5,879

 

Other Income

 

 

621

 

 

 

 

 

 

66,267

 

 

 

 

Total other expense

 

 

(658,341

)

 

 

(354,418

)

 

 

59,860

 

 

 

3,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

 

(5,435,011

)

 

 

(6,147,044

)

 

 

(1,291,055

)

 

 

(2,361,632

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

 

(5,435,011

)

 

 

(6,147,044

)

 

 

(1,291,055

)

 

 

(2,361,632

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations (Note 1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of income taxes

 

 

84,663

 

 

 

136,310

 

 

 

(111,927

)

 

 

148,513

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(5,350,348

)

 

 

(6,010,734

)

 

 

(1,402,982

)

 

 

(2,213,119

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative preferred stock dividends

 

 

 

 

 

(37,379

)

 

 

 

 

 

(37,379

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss allocable to common stockholders

 

$

(5,350,348

)

 

$

(6,048,113

)

 

$

(1,402,982

)

 

$

(2,250,498

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share from continuing operations - basic and diluted

 

$

(0.09

)

 

$

(0.17

)

 

$

(0.02

)

 

$

(0.11

)

Income per share from discontinued operations - basic and diluted

 

$

0.00

 

 

$

0.00

 

 

$

(0.00

)

 

$

0.01

 

Net loss per share allocable to common stockholders – basic and diluted

 

$

(0.09

)

 

$

(0.17

)

 

$

(0.03

)

 

$

(0.11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

62,031,861

 

 

 

35,316,681

 

 

 

56,089,884

 

 

 

21,135,361

 





The accompanying notes are an integral part of these consolidated financial statements.


F-5



ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

For the Year Ended April 30, 2014, the Four Months Ended April 30, 2013 and the Year Ended December 31, 2012



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

Stockholders'

 

 

 

Series B

 

 

Series C

 

 

Common Stock

 

 

Paid-In

 

 

Treasury

 

 

Accumulated

 

 

Equity

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stock

 

 

Deficit

 

 

(Deficiency)

 

Balance at December 31, 2011

 

 

368,411

 

 

$

368

 

 

 

11,307,450

 

 

$

11,307

 

 

 

11,837,930

 

 

$

11,838

 

 

$

3,275,296

 

 

$

 

 

$

(5,326,370

)

 

$

(2,027,561

)

Conversion of all preferred shares into common shares

 

 

(368,411

)

 

 

(368

)

 

 

(11,307,450

)

 

 

(11,307

)

 

 

13,677,274

 

 

 

13,677

 

 

 

3,467,983

 

 

 

 

 

 

 

 

 

3,469,985

 

Recapitalization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,760,000

 

 

 

9,760

 

 

 

(30,629

)

 

 

 

 

 

 

 

 

(20,869

)

Conversion of convertible notes into common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,293,152

 

 

 

5,293

 

 

 

1,770,532

 

 

 

 

 

 

 

 

 

1,775,825

 

Issuance of common shares and warrants for cash, net of offering costs of $446,764

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,920,000

 

 

 

9,920

 

 

 

3,015,316

 

 

 

 

 

 

 

 

 

3,025,236

 

Issuance of common shares and warrants due to price protection

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,516,917

 

 

 

4,517

 

 

 

(4,517

)

 

 

 

 

 

 

 

 

 

Issuance of common shares and warrants to settle accrued interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

202,446

 

 

 

203

 

 

 

70,451

 

 

 

 

 

 

 

 

 

70,654

 

Treasury shares acquired for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(264,000

)

 

 

(264

)

 

 

(131,736

)

 

 

(70,000

)

 

 

 

 

 

(202,000

)

Issuance of common shares for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200,000

 

 

 

200

 

 

 

69,800

 

 

 

 

 

 

 

 

 

70,000

 

Issuance of common shares and warrants for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100,000

 

 

 

100

 

 

 

42,900

 

 

 

 

 

 

 

 

 

43,000

 

Issuance of stock options to officers to settle accrued payroll

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

238,562

 

 

 

 

 

 

 

 

 

238,562

 

Issuance of stock options to officers to settle note payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,000

 

 

 

 

 

 

 

 

 

22,000

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

347,657

 

 

 

 

 

 

 

 

 

347,657

 

Net loss, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,010,734

)

 

 

(6,010,734

)

Balance at December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55,243,719

 

 

 

55,244

 

 

 

12,153,615

 

 

 

(70,000

)

 

 

(11,337,104

)

 

 

801,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares and warrants for cash, net of offering costs of $123,788

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,329,503

 

 

 

3,329

 

 

 

1,038,211

 

 

 

 

 

 

 

 

 

1,041,540

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

154,062

 

 

 

 

 

 

 

 

 

154,062

 

Net loss, Four Months Ended April 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,402,982

)

 

 

(1,402,982

)

Balance at April 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,573,222

 

 

 

58,573

 

 

 

13,345,888

 

 

 

(70,000

)

 

 

(12,740,086

)

 

 

594,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for investor relation services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

617,143

 

 

 

617

 

 

 

215,383

 

 

 

 

 

 

 

 

 

216,000

 

Offering cost for professional services from private placement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(48,240

)

 

 

 

 

 

 

 

 

(48,240

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

608,429

 

 

 

 

 

 

 

 

 

608,429

 

Warrants issued in financing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

483,881

 

 

 

 

 

 

 

 

 

483,881

 

Warrants exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,006,064

 

 

 

7,006

 

 

 

797,043

 

 

 

 

 

 

 

 

 

804,049

 

Warrant Modification

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

156,952

 

 

 

 

 

 

 

 

 

156,952

 

Shares issued for price protection

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,270,678

 

 

 

3,271

 

 

 

(3,271

)

 

 

 

 

 

 

 

 

 

Issuance of common shares for cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,947,371

 

 

 

3,947

 

 

 

746,053

 

 

 

 

 

 

 

 

 

750,000

 

Net loss, Year Ended April 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,350,348

)

 

 

(5,350,348

)

Balance at April 30, 2014

 

 

 

 

$

 

 

 

 

 

$

 

 

 

73,414,478

 

 

$

73,414

 

 

$

16,302,118

 

 

$

(70,000

)

 

$

(18,090,434

)

 

$

(1,784,902

)





The accompanying notes are an integral part of these consolidated financial statements.


F-6



ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



 

 

For the Year

 

 

For the Year

 

 

 

 

 

 

Ended

 

 

Ended

 

 

For the

 

 

 

April 30,

 

 

December 31,

 

 

Four Months Ended April 30,

 

 

 

2014

 

 

2012

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Cash flows from operating activities:

  

                         

  

  

                         

  

  

                         

  

  

                         

  

Net loss

 

$

(5,350,348

)

 

$

(6,010,734

)

 

$

(1,402,982

)

 

$

(2,213,119

)

Less income (loss) from discontinued operations

 

 

84,663

 

 

 

136,310

 

 

 

(111,927

)

 

 

148,513

 

Loss from continuing operations

 

 

(5,435,011

)

 

 

(6,147,044

)

 

 

(1,291,055

)

 

 

(2,361,632

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bad debt expense

 

 

154,732

 

 

 

133,907

 

 

 

37,000

 

 

 

32,955

 

Receivable collateral valuation reserve

 

 

123,647

 

 

 

502,315

 

 

 

 

 

 

 

Amortization of debt issuance costs

 

 

131,657

 

 

 

266,473

 

 

 

 

 

 

 

Amortization of debt discount

 

 

294,640

 

 

 

 

 

 

 

 

 

 

Gain on disposal of property and equipment

 

 

 

 

 

(5,879

)

 

 

 

 

 

(5,879

)

Depreciation and amortization

 

 

474,752

 

 

 

397,923

 

 

 

159,269

 

 

 

121,812

 

Loss on settlement of accrued interest

 

 

 

 

 

3,339

 

 

 

 

 

 

3,339

 

Issuance of convertible notes in exchange for services rendered

 

 

 

 

 

38,175

 

 

 

 

 

 

38,175

 

Stock-based compensation

 

 

608,429

 

 

 

347,657

 

 

 

154,062

 

 

 

81,605

 

Warrant modification expense

 

 

156,952

 

 

 

 

 

 

 

 

 

 

Common shares and warrants issued for services rendered

 

 

285,084

 

 

 

113,000

 

 

 

 

 

 

 

Changes in operating assets and liabilities, net of effects of acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(439,834

)

 

 

(327,524

)

 

 

(288,117

)

 

 

(30,001

)

Prepaid expenses

 

 

50,456

 

 

 

(89,265

)

 

 

27,107

 

 

 

(44,683

)

Other current assets

 

 

 

 

 

(68,790

)

 

 

69,000

 

 

 

210

 

Other assets

 

 

 

 

 

(18,622

)

 

 

 

 

 

 

Accounts payable

 

 

141,378

 

 

 

(186,701

)

 

 

97,609

 

 

 

727,214

 

Accrued expenses

 

 

15,405

 

 

 

252,771

 

 

 

52,658

 

 

 

191,532

 

Deferred rent

 

 

(10,418

)

 

 

(4,291

)

 

 

10,593

 

 

 

(1,073

)

Title IV funds in transit

 

 

34,238

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

 

(251,071

)

 

 

200,846

 

 

 

121,933

 

 

 

114,162

 

Other current liabilities

 

 

 

 

 

69,000

 

 

 

(69,000

)

 

 

 

Net cash used in operating activities

 

 

(3,664,964

)

 

 

(4,522,710

)

 

 

(918,941

)

 

 

(1,132,264

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash acquired as part of merger

 

 

 

 

 

337

 

 

 

 

 

 

(378

)

Purchases of property and equipment

 

 

(386,027

)

 

 

(479,846

)

 

 

(166,214

)

 

 

(200,933

)

Purchases of courseware

 

 

(6,500

)

 

 

(25,300

)

 

 

 

 

 

(8,200

)

Increase in restricted cash

 

 

(603,125

)

 

 

(264,992

)

 

 

(181

)

 

 

 

Proceeds received from officer loan repayments

 

 

 

 

 

150,000

 

 

 

 

 

 

150,000

 

Net cash used in investing activities

 

 

(995,652

)

 

 

(619,801

)

 

 

(166,395

)

 

 

(59,511

)






The accompanying notes are an integral part of these consolidated financial statements.


F-7



ASPEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



 

 

For the Year

 

 

For the Year

 

 

 

 

 

 

Ended

 

 

Ended

 

 

For the

 

 

 

April 30,

 

 

December 31,

 

 

Four Months Ended April 30,

 

 

 

2014

 

 

2012

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from (repayments on) line of credit, net

 

 

 

 

 

16,785

 

 

 

 

 

 

(8,215

)

Proceeds from issuance of common shares and warrants, net

 

 

750,000

 

 

 

3,025,236

 

 

 

1,041,540

 

 

 

 

Principal payments on notes payable

 

 

(25,000

)

 

 

 

 

 

 

 

 

 

Proceeds received from issuance of convertible notes and warrants

 

 

1,639,298

 

 

 

1,706,000

 

 

 

 

 

 

1,059,000

 

Proceeds from related party for convertible notes

 

 

 

 

 

600,000

 

 

 

 

 

 

 

Proceeds from related party for note

 

 

1,000,000

 

 

 

 

 

 

 

 

 

 

Disbursements for debt issuance costs

 

 

(48,240

)

 

 

(266,473

)

 

 

 

 

 

(112,020

)

Proceeds from warrant exercise

 

 

804,049

 

 

 

 

 

 

 

 

 

 

Payments for line of credit

 

 

(5,824

)

 

 

 

 

 

 

 

 

 

Proceeds from note payable

 

 

 

 

 

22,000

 

 

 

 

 

 

 

Disbursements to purchase treasury shares

 

 

 

 

 

(202,000

)

 

 

 

 

 

 

Net cash provided by financing activities

 

 

4,114,283

 

 

 

4,901,548

 

 

 

1,041,540

 

 

 

938,765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

68,731

 

 

 

51,599

 

 

 

191,540

 

 

 

78,398

 

Net cash provided by discontinued operations

 

 

68,731

 

 

 

51,599

 

 

 

191,540

 

 

 

78,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(477,602

)

 

 

(189,364

)

 

 

147,744

 

 

 

(174,612

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

724,982

 

 

 

766,602

 

 

 

577,238

 

 

 

766,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

247,380

 

 

$

577,238

 

 

$

724,982

 

 

$

591,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

273,781

 

 

$

1,494

 

 

$

2,681

 

Cash paid for income taxes

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of all preferred shares into common shares

 

$

 

 

$

3,469,985

 

 

$

 

 

$

3,469,985

 

Conversion of convertible notes payable into common shares

 

$

 

 

$

1,775,825

 

 

$

 

 

$

20,000

 

Issuance of stock options to officers to settle accrued payroll

 

$

 

 

$

238,562

 

 

$

 

 

$

 

Conversion of loans payable to convertible notes payable

 

$

 

 

$

200,000

 

 

$

 

 

$

200,000

 

Issuance of common shares and warrants to settle accrued interest

 

$

 

 

$

70,654

 

 

$

 

 

$

 

Issuance of stock options to officers to settle note payable

 

$

 

 

$

22,000

 

 

$

 

 

$

22,000

 

Liabilities assumed in recapitalization

 

$

 

 

$

21,206

 

 

$

 

 

$

21,206

 

Settlement of notes payable by disposal of property and equipment

 

$

 

 

$

15,151

 

 

$

 

 

$

15,151

 

Issuance of convertible notes payable to pay accounts payable

 

$

 

 

$

11,650

 

 

$

 

 

$

11,650

 

Issuance of common shares for prepaid services

 

$

216,000

 

 

$

 

 

$

 

 

$

 

Warrant value recorded as debt issue cost

 

$

94,316

 

 

$

 

 

$

 

 

$

 

Warrant value recorded as debt discount

 

$

389,565

 

 

$

 

 

$

 

 

$

 




The accompanying notes are an integral part of these consolidated financial statements.


F-8



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Note 1. Nature of Operations and Liquidity


Overview 

 

探花视频app, Inc. (together with its subsidiaries, the “Company” or “Aspen”) was founded in Colorado in 1987 as the International School of Information Management. On September 30, 2004, it was acquired by Higher Education Management Group, Inc. (“HEMG”) and changed its name to Aspen University Inc. On March 13, 2012, the Company was recapitalized in a reverse merger (See Note 12). All references to the Company or Aspen before March 13, 2012 are to Aspen University, Inc. (“Aspen University”).


On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Moreover, at the end of the 120-day period, the Company shall no longer be offering the “Certificate in Information Technology with a specialization in Smart Home Integration” program. Accordingly, the activities related to CLS (or the “Smart Home Integration Certificate” program) are treated as discontinued operations. As this component of the business was not sold, there was no gain or loss on the disposition of this component (see below “Discontinued Operations”).


On April 25, 2013, our Board of Directors approved a change in our fiscal year-end from December 31 to April 30, with the change to the calendar year reporting cycle beginning May 1, 2013. Consequently, we filed a Transition Report on Form 10-KT for the four-month transition period ended April 30, 2013. References in this report to fiscal 2012 indicate the calendar year ended December 31, 2012. Financial information in these notes with respect to the four months ended April 30, 2012 is unaudited.


Aspen University’s mission is to offer any motivated college-worthy student the opportunity to receive a high quality, responsibly priced distance-learning education for the purpose of achieving sustainable economic and social benefits for themselves and their families. One of the key differences between Aspen and other publicly-traded, exclusively online, for-profit universities is that approximately 87% of our full-time degree-seeking students (as of April 30, 2014) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, we have been nationally accredited by the Distance Education and Training Council (“DETC”), a national accrediting agency recognized by the U.S. Department of Education (the “DOE”).


Discontinued Operations


As of March 31, 2013, the Company decided to discontinue business activities related to its “Certificate in Information Technology with a specialization in Smart Home Integration” program so that it may focus on growing its full-time, degree-seeking student programs, which have higher gross margins. On April 5, 2013, the Company gave 120-day notice to CLS 123, LLC of its intent to terminate the agreement between the Company and CLS 123, LLC dated November 9, 2011. Thus, as of August 3, 2013, the Company is no longer offering the “Certificate in Information Technology with a specialization in Smart Home Integration” program. The termination of the “Smart Home Integration Certificate” program qualifies as a discontinued operation and accordingly the Company has excluded results for this component from its continuing operations in the consolidated statements of operations for all periods presented. The following table shows the results of the “Smart Home Integration Certificate” program component included in the income (loss) from discontinued operations:


 

 

For the year

 

 

For the year

 

 

 

 

 

 

 

 

 

ended

 

 

ended

 

 

For the

 

 

 

April 30,

 

 

December 31,

 

 

Four Months Ended April 30,

 

 

 

2014

 

 

2012

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

  

 

 

 

 

 

 

 

 

 

 

  

Revenues

 

$

549,125

 

 

$

2,332,283

 

 

$

140,732

 

 

$

1,077,875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Instructional costs and services

 

 

494,213

 

 

 

2,026,928

 

 

 

126,659

 

 

 

929,362

 

General and administrative

 

 

(29,751

)

 

 

169,045

 

 

 

126,000

 

 

 

 

Total costs and expenses

 

 

464,462

 

 

 

2,195,973

 

 

 

252,659

 

 

 

929,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of income taxes

 

$

84,663

 

 

$

136,310

 

 

$

(111,927

)

 

$

148,513

 

 



F-9



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



The major classes of assets and liabilities of discontinued operations on the balance sheet are as follows:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

 

$

 

Accounts receivable, net of allowance of $481,531 and $295,045, respectively

 

 

5,250

 

 

 

113,822

 

Other current assets

 

 

 

 

 

 

Net assets from discontinued operations

 

$

5,250

 

 

$

113,822

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

 

$

1,178

 

Accrued expenses

 

 

 

 

 

70,201

 

Deferred revenue

 

 

 

 

 

53,125

 

Net liabilities from discontinued operations

 

$

 

 

$

124,504

 


Liquidity


At April 30, 2014, the Company had a cash balance of approximately $1.1 million which includes $868,000 of restricted cash.  In July, 2014, the company completed a financing of $1,631,500 which is part of a total financing of $4,030,000.  With the additional cash raised in the financing, the growth in the company revenues and improving operating margins, the Company believes that it has sufficient cash to allow the Company to grow.  Management expects that the Company will attain positive cash flow in the quarter ending October 31, 2014.


Note 2. Significant Accounting Policies


Principles of Consolidation


The consolidated financial statements include the accounts of 探花视频app, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.


Use of Estimates


The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the allowance for doubtful accounts and other receivables, the valuation of collateral on certain receivables, amortization periods and valuation of courseware and software development costs, valuation of beneficial conversion features in convertible debt, valuation of stock-based compensation, the valuation of net assets and liabilities from discontinued operations and the valuation allowance on deferred tax assets.


Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.


Restricted Cash


Restricted cash represents amounts pledged as security for letters of credit for transactions involving Title IV programs, as well as funds held in escrow. The company considers $868,298 and $265,173 as restricted cash (shown as a current asset as of April 30, 2014 and April 30, 2013 respectively).

 



F-10



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Fair Value Measurements


Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:

 

·

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets and liabilities in active markets;

·

Level 2—Observable inputs, other than quoted market prices, that are either directly or indirectly observable in the marketplace for identical or similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities; and

·

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to the fair value of assets or liabilities.


The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.


Accounts Receivable and Allowance for Doubtful Accounts Receivable

 

All students are required to select both a primary and secondary payment option with respect to amounts due to Aspen for tuition, fees and other expenses. The most common payment option for Aspen’s students is personal funds or payment made on their behalf by an employer. In instances where a student selects financial aid as the primary payment option, he or she often selects personal cash as the secondary option. If a student who has selected financial aid as his or her primary payment option withdraws prior to the end of a course but after the date that Aspen’s institutional refund period has expired, the student will have incurred the obligation to pay the full cost of the course. If the withdrawal occurs before the date at which the student has earned 100% of his or her financial aid, Aspen will have to return all or a portion of the Title IV funds to the DOE and the student will owe Aspen all amounts incurred that are in excess of the amount of financial aid that the student earned and that Aspen is entitled to retain. In this case, Aspen must collect the receivable using the student’s second payment option.


For accounts receivable from students, Aspen records an allowance for doubtful accounts for estimated losses resulting from the inability, failure or refusal of its students to make required payments, which includes the recovery of financial aid funds advanced to a student for amounts in excess of the student’s cost of tuition and related fees. Aspen determines the adequacy of its allowance for doubtful accounts using a general reserve method based on an analysis of its historical bad debt experience, current economic trends, and the aging of the accounts receivable and student status. Aspen applies reserves to its receivables based upon an estimate of the risk presented by the age of the receivables and student status. Aspen writes off accounts receivable balances at the time the balances are deemed uncollectible. Aspen continues to reflect accounts receivable with an offsetting allowance as long as management believes there is a reasonable possibility of collection.


For accounts receivable from primary payors other than students, Aspen estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations, such as bankruptcy proceedings and receivable amounts outstanding for an extended period beyond contractual terms. In these cases, Aspen uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. Aspen may also record a general allowance as necessary.


Direct write-offs are taken in the period when Aspen has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that Aspen should abandon such efforts.




F-11



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Property and Equipment


Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets per the following table.

 

Category

 

Depreciation Term

Call center equipment

 

5 years

Computer and office equipment

 

5 years

Furniture and fixtures

 

7 years

Library (online)

 

3 years

Software

 

5 years


Costs incurred to develop internal-use software during the preliminary project stage are expensed as incurred. Internal-use software development costs are capitalized during the application development stage, which is after: (i) the preliminary project stage is completed; and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used to perform the function intended. Capitalization ceases at the point the software project is substantially complete and ready for its intended use, and after all substantial testing is completed. Upgrades and enhancements are capitalized if it is probable that those expenditures will result in additional functionality. Amortization is provided for on a straight-line basis over the expected useful life of five years of the internal-use software development costs and related upgrades and enhancements. When existing software is replaced with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.


Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets.


Upon the retirement or disposition of property and equipment, the related cost and accumulated depreciation and amortization are removed and a gain or loss is recorded in the consolidated statements of operations. Repairs and maintenance costs are expensed in the period incurred.


Courseware


The Company records the costs of courseware in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 “Intangibles - Goodwill and Other”.


Generally, costs of courseware are capitalized whereas costs for upgrades and enhancements are expensed as incurred. Courseware is stated at cost less accumulated amortization. Amortization is provided for on a straight-line basis over the expected useful life of five years.


Long-Lived Assets


The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results, significant changes in the use of the assets, significant negative industry or economic trends, a significant decline in the Company’s stock price for a sustained period of time, and changes in the Company’s business strategy. An impairment loss is recorded when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds fair value and is recorded as a reduction in the carrying value of the related asset and an expense to operating results.


Refunds Due Students


The Company receives Title IV funds from the Department of Education to cover tuition and living expenses. Until forwarded to the student, this amount is captured in a current liability account called Title IV Funds in Transit. Typically, the funds are paid to the students within two weeks.



F-12



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Leases


The Company enters into various lease agreements in conducting its business. At the inception of each lease, the Company evaluates the lease agreement to determine whether the lease is an operating or capital lease. Leases may contain initial periods of free rent and/or periodic escalations. When such items are included in a lease agreement, the Company records rent expense on a straight-line basis over the initial term of a lease. The difference between the rent payment and the straight-line rent expense is recorded as a deferred rent liability. The Company expenses any additional payments under its operating leases for taxes, insurance or other operating expenses as incurred.


Revenue Recognition and Deferred Revenue


Revenues consist primarily of tuition and fees derived from courses taught by the Company online as well as from related educational resources that the Company provides to its students, such as access to our online materials and learning management system. Tuition revenue is recognized pro-rata over the applicable period of instruction. The Company allows a student to make three monthly tuition payments during each 10-week class. The Company maintains an institutional tuition refund policy, which provides for all or a portion of tuition to be refunded if a student withdraws during stated refund periods. Certain states in which students reside impose separate, mandatory refund policies, which override the Company’s policy to the extent in conflict. If a student withdraws at a time when a portion or none of the tuition is refundable, then in accordance with its revenue recognition policy, the Company recognizes as revenue the tuition that was not refunded. Since the Company recognizes revenue pro-rata over the term of the course and because, under its institutional refund policy, the amount subject to refund is never greater than the amount of the revenue that has been deferred, under the Company’s accounting policies revenue is not recognized with respect to amounts that could potentially be refunded. The Company’s educational programs have starting and ending dates that differ from its fiscal quarters. Therefore, at the end of each fiscal quarter, a portion of revenue from these programs is not yet earned and is therefore deferred. The Company also charges students annual fees for library, technology and other services, which are recognized over the related service period. Deferred revenue represents the amount of tuition, fees, and other student payments received in excess of the portion recognized as revenue and it is included in current liabilities in the accompanying consolidated balance sheets. Other revenues may be recognized as sales occur or services are performed.


Revenue Recognition and Deferred Revenue - Discontinued Operations


The Company enters into certain revenue sharing arrangements with consultants whereby the consultants will develop course content primarily for technology-related courses, recommend, but not select, faculty, lease equipment on behalf of the Company for instructional purposes for the on-site laboratory portion of distance learning courses and make introductions to corporate and government sponsoring organizations that provide students for the courses. The Company has evaluated ASC 605-45 "Principal Agent Considerations" and determined that there are more indicators than not that the Company is the primary obligor in the arrangements since the Company establishes the tuition, interfaces with the student or sponsoring organization, selects the faculty, is responsible for delivering the course, is responsible for issuing any degrees or certificates, and is responsible for collecting the tuition and fees. The gross tuition and fees are included in revenues while the revenue sharing payments are included in instructional costs and services, an operating expense. As a result of presenting this component as discontinued operations, the revenues are now included in income from discontinued operations, net of income taxes for all periods presented (See Note 1).


Cost of Revenues


Cost of revenues consists of two categories of cost, instructional costs and services, and marketing and promotional costs.


Instructional Costs and Services


Instructional costs and services consist primarily of costs related to the administration and delivery of the Company's educational programs. This expense category includes compensation costs associated with online faculty, technology license costs and costs associated with other support groups that provide services directly to the students.




F-13



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Marketing and Promotional Costs


Marketing and promotional costs include costs associated with purchasing leads, producing marketing materials, and advertising. Such costs are generally affected by the cost of advertising media and leads, the efficiency of the Company's marketing and recruiting efforts, and expenditures on advertising initiatives for new and existing academic programs. Advertising costs consists primarily of marketing leads and other branding and promotional activities. Non-direct response advertising activities are expensed as incurred, or the first time the advertising takes place, depending on the type of advertising activity.


General and Administrative


General and administrative expenses include compensation of employees engaged in corporate management, finance, human resources, information technology, compliance and other corporate functions. General and administrative expenses also include professional services fees, bad debt expense related to accounts receivable, financial aid processing costs, non-capitalizable courseware and software costs, travel and entertainment expenses and facility costs.


Reclassifications


For the year ended December 31, 2012, the Company reclassified $273,225, from Cost of Revenues to General and Administrative, both within Operating Expenses:


 

 

For the Year Ended December 31, 2012

 

 

 

Reclassifications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial

 

 

 

 

 

 

As

 

 

Dues,

 

 

 

 

 

Executive

 

 

Aid

 

 

 

 

 

 

Previously

 

 

Fees, &

 

 

Consulting

 

 

Academic

 

 

Processing

 

 

As

 

 

 

Reported

 

 

Licenses

 

 

Expense

 

 

Chair

 

 

Costs

 

 

Reclassified

 

Operating Expenses:

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Cost of Revenues

 

$

2,342,037

 

 

 

(32,234

)

 

 

(111,927

)

 

 

(105,500

)

 

 

(23,564

)

 

$

2,068,812

 

General and administrative

 

 

5,235,282

 

 

 

32,234

 

 

 

111,927

 

 

 

105,500

 

 

 

23,564

 

 

 

5,508,507

 

Receivable Collateral Valuation Reserve

 

 

502,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

502,315

 

Depreciation and amortization

 

 

397,923

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

397,923

 

Total Operating Expenses

 

$

8,477,557

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

8,477,557

 


Income Taxes


The Company uses the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. The Company has deferred tax assets and liabilities that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets are subject to periodic recoverability assessments. Realization of the deferred tax assets, net of deferred tax liabilities, is principally dependent upon achievement of projected future taxable income.


The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company accounts for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition, occurs when the Company concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination. Step two, measurement, is only addressed if the position is more likely than not to be sustained. Under step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.




F-14



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Stock-Based Compensation


Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. For non-employee stock-based awards, the Company calculates the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the prorata compensation expense is adjusted accordingly until such time the non-employee award is fully vested, at which time the total compensation recognized to date shall equal the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised.


Net Loss Per Share


Net loss per share of common stock is based on the weighted average number of shares outstanding during each year. Options to purchase 10,746,412 shares of common stock, warrants to purchase 23,144,005 shares of common stock, and $775,000 of convertible debt (convertible into 1,225,564 shares of common stock) were outstanding during the year ended April 30, 2014, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. Options to purchase 7,614,381 shares of common stock, warrants to purchase 9,090,292 shares of common stock, and $800,000 of convertible debt (convertible into 1,357,143 shares of common stock) were outstanding during the four months ended April 30, 2013, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. Options to purchase 6,972,967 shares of common stock, warrants to purchase 8,112,696 shares of common stock, and $800,000 of convertible debt (convertible into 1,357,143 shares of common stock) were outstanding during the year ended December 31, 2012, but were not included in the computation of diluted loss per share because the effects would have been anti-dilutive. The options, warrants and convertible debt are considered to be common stock equivalents and are only included in the calculation of diluted earnings per shares of common stock when their effect is dilutive.


Segment Information


The Company operates in one reportable segment as a single educational delivery operation using a core infrastructure that serves the curriculum and educational delivery needs of its online students regardless of geography. The Company's chief operating decision makers, its CEO and President, manage the Company's operations as a whole, and no revenue, expense or operating income information is evaluated by the chief operating decision makers on any component level.


Recent Accounting Pronouncements


We have implemented all new accounting standards that are in effect and that may impact our consolidated financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.




F-15



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Note 3. Accounts Receivable


Accounts receivable consisted of the following at April 30, 2014 and April 30, 2013:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

Accounts receivable

 

$

871,427

 

 

$

437,323

 

Less: Allowance for doubtful accounts

 

 

(221,537

)

 

 

(72,535

)

Accounts receivable, net

 

$

649,890

 

 

$

364,788

 


Bad debt expense for the years ended April 30, 2014, and December 31, 2012, and four months ended April 30, 2013 and 2012, were $154,732, $133,907, $37,000, and $32,955 respectively.


Note 4. Secured Accounts and Notes Receivable – Related Parties


On March 30, 2008 and December 1, 2008, the Company sold courseware pursuant to marketing agreements to HEMG, a related party and principal stockholder of the Company whose president is Mr. Patrick Spada, the former Chairman of the Company, in the amount of $455,000 and $600,000, respectively; UCC filings were filed accordingly. Under the marketing agreements, the receivables were due net 60 months. On September 16, 2011, HEMG pledged 772,793 Aspen Series C preferred shares (automatically converted to 654,850 shares of common stock on March 13, 2012) of the Company as collateral for this account receivable. On March 8, 2012, due to the impending reduction in the value of the collateral as the result of the Series C conversion ratio and Aspen’s inability to engage Mr. Spada in good faith negotiations to increase HEMG’s pledge, Michael Mathews, Aspen’s CEO, pledged 117,943 shares of common stock of Aspen, owned personally by him, valued at $1.00 per share based on recent sales of capital stock as additional collateral to the accounts receivable, secured – related party. On March 13, 2012, Aspen deemed the receivables stemming from the sale of courseware curricula to be in default. On April 4, 2012, the Company entered into an agreement with: (i) an individual, (ii) HEMG, a related party and principal stockholder of the Company whose president is Mr. Patrick Spada, the former Chairman of the Company and (iii) Mr. Patrick Spada. Under the agreement, (a) the individual purchased and HEMG sold to the individual 400,000 shares of common stock of the Company at $0.50 per share; (b) the Company guaranteed it would purchase at least 600,000 shares of common stock of the Company at $0.50 per share within 90 days of the agreement and the Company would use its best efforts to purchase from HEMG and resell to investors an additional 1,400,000 shares of common stock of the Company at $0.50 per share within 180 days of the agreement; (c) provided HEMG and Mr. Patrick Spada fulfilled their obligations under (a) and (b) above, the Company shall consent to additional private transfers by HEMG and/or Mr. Patrick Spada of up to 500,000 shares of common stock of the Company on or before March 13, 2013; (d) HEMG agreed to not sell, pledge or otherwise transfer 142,500 shares of common stock of the Company pending resolution of a dispute regarding the Company’s claim that HEMG sold 131,500 shares of common stock of the Company without having enough authorized shares and a stockholder did not receive 11,000 shares of common stock of the Company owed to him as a result of a stock dividend; and (e) the Company waived any default of the accounts receivable, secured - related party and extend the due date to September 30, 2014. However, the Company has elected to show as long term due to the expectation that no collection will occur within 1 year. As of September 30, 2012, third party investors purchased 336,000 shares for $168,000 and the Company purchased 264,000 shares for $132,000 per section (b) above. Based on proceeds received on September 28, 2012 under a private placement at $0.35 per unit (consisting of one share of common stock and one-half of a warrant exercisable at $0.50 per share), the value of the aforementioned collateral decreased. Accordingly, as of December 31, 2012, the Company has recognized an allowance of $502,315 for this account receivable. Based on the reduction in value of the collateral to $0.19, the company recognized an expense of $123,647 during the year ended April 30, 2014. As of April 30, 2014 and April 30, 2013, the balance of the account receivable, net of allowance, was $146,831 and $270,478, respectively.




F-16



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Note 5. Property and Equipment


Property and equipment consisted of the following at April 30, 2014 and 2013:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

Call center

 

$

122,653

 

 

$

121,313

 

Computer and office equipment

 

 

66,118

 

 

 

61,036

 

Furniture and fixtures

 

 

36,446

 

 

 

32,914

 

Library (online)

 

 

100,000

 

 

 

100,000

 

Software

 

 

1,894,215

 

 

 

1,518,142

 

 

 

 

2,219,432

 

 

 

1,833,405

 

Accumulated depreciation and amortization

 

 

(938,703

)

 

 

(569,665

)

Property and equipment, net

 

$

1,280,729

 

 

$

1,263,740

 


Depreciation expense for the years ended April 30, 2014, and December 31, 2012, and four months ended April 30, 2013 and 2012, were $369,039, $256,363, $113,794, and $ 73,718 respectively. Accumulated depreciation amounted to $938,703 and $569,665 as of April 30, 2014 and April 30, 2013 respectively. Amortization expense for software, included in the above amounts, for the years ended April 30, 2014, and December 31, 2012, and four months ended April 30, 2013 and 2012, were $334,224, $226,454, $99,855, and $64,192 respectively. Software consisted of the following at April 30, 2014 and April 30, 2013:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

Software

 

$

1,894,215

 

 

$

1,518,142

 

Accumulated amortization

 

 

(720,823

)

 

 

(386,599

)

Software, net

 

$

1,173,392

 

 

$

1,131,543

 


Estimated amortization expense of software is as follows:


Year Ending April 30,

 

 

 

2015

 

$

378,843

 

2016

 

 

377,977

 

2017

 

 

255,265

 

2018

 

 

122,230

 

2019

 

 

39,077

 

Total

 

$

1,173,392

 


Note 6. Courseware


Courseware costs capitalized were $6,500 and $25,300 for the years ended April 30, 2014 and December 31, 2012, respectively. No courseware costs were capitalized for the fours month ended April 30, 2013 and courseware costs of $8,200 were capitalized during the four months ended April 30, 2012.


Courseware consisted of the following at April 30, 2014, and 2013:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

Courseware

 

$

2,104,038

 

 

$

2,097,538

 

Accumulated amortization

 

 

(1,995,156

)

 

 

(1,889,443

)

Courseware, net

 

$

108,882

 

 

$

208,095

 




F-17



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Amortization expense for courseware for the years ended April 30, 2014, and December 31, 2012, and four months ended April 30, 2013 and 2012, were $105,713, $141,560, $45,476, and $48,094 respectively.


Estimated future amortization expense of course curricula as of April 30, 2014 is as follows:


Year Ending April 30,

 

 

 

2015

 

$

66,317

 

2016

 

 

29,030

 

2017

 

 

10,396

 

2018

 

 

2,306

 

2019

 

 

833

 

Total

 

$

108,882

 



Note 7. Accrued Expenses


Accrued expenses consisted of the following at April 30, 2014 and 2013:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

Accrued compensation

 

$

 

 

$

44,692

 

Accrued Interest

 

 

84,921

 

 

 

28,848

 

Other accrued expenses

 

 

59,054

 

 

 

55,029

 

Accrued expenses

 

$

143,975

 

 

$

128,569

 


Note 8. Loans Payable – Related Party


On June 28, 2013, the Company received $1,000,000 as a loan from the Chief Executive Officer. This loan was for a term of 6 months with an annual interest rate of 10%, payable monthly. On September 25, 2013, as a term of the convertible debenture issued as discussed in Note 9, the maturity of the $1,600,000 owed to the CEO was extended to April 2, 2015. On July 16, 2014, the maturity of the debt to the CEO was extended to January 1, 2016.


Note 9. Notes Payable


Convertible Notes Payable


On February 25, 2012, February 27, 2012 and February 29, 2012, loans payable to three individuals, of $100,000, $50,000 and $50,000, respectively, were converted into two-year convertible promissory notes, bearing interest of 0.19% per annum. Beginning March 31, 2012, the notes are convertible into shares of common stock of the Company at the rate of $1.00 per share. The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue dates. These loans (now convertible promissory notes) were originally due February of 2014 and, have been included in short-term liabilities as of April 30, 2014 and 2013. Two of the above mentioned notes were modified in February 2014, see below and one is currently in default.


On February 18, 2014 the company renegotiated the terms of one of the $50,000 convertible notes, specifically the one dated February 27, 2012. The maturity date was extended to December 1, 2014 and the conversion price has been reduced to $0.19 per share. The interest rate has been amended to 3.25% from February 27, 2012. This was treated as a note extinguishment in accordance with ASC 470-50. No gain or loss on extinguishment was recorded and no beneficial conversion feature existed on the modification date.


On February 28, 2014 the company renegotiated the terms of the $100,000 convertible note dated February 25, 2012. A payment was made in the amount of $25,000 on February 28, 2014, reducing the principal to $75,000. Another principal payment of $25,000 will be made on August 1, 2014 and $50,000 on December 1, 2014. The interest rate was raised to 3.25% from February 25, 2012. The conversion price was reduced to $0.19 per share. This was treated as a note extinguishment in accordance with ASC 470-50. No gain or loss on extinguishment was recorded and no beneficial conversion feature existed on the modification date.




F-18



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



On March 13, 2012, the Company’s CEO loaned the Company $300,000 and received a convertible note due March 31, 2013, bearing interest at 0.19% per annum. The note is convertible into shares of common stock of the Company at the rate of $1.00 per share upon five days written notice to the Company. The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014. On September 25, 2013, the maturity of the debt to the CEO, has been extended to April 5, 2015. On July 16, 2014, the maturity of the debt to the CEO has been extended to January 1, 2016. There was no accounting effect for these modifications. (See Note 15).


On February 29, 2012 (the "Effective Date"), the Company retained the investment bank of Laidlaw & Company (UK) Ltd. ("Laidlaw") on an exclusive basis for the purpose of raising up to $6,000,000 (plus up to an additional $1,200,000 million to cover over-allotments at the option of Laidlaw) through two successive best-efforts private placements of the Company's securities following the reverse merger. Each Unit in the Phase One financing consisted of: (i) senior secured convertible notes (the "Convertible Notes"), bearing 10% interest, convertible into the Company's shares of common stock at the lower of (a) $1.00 or (b) 95% of the per share purchase price of any shares of common stock (or common stock equivalents) issued on or after the original issue date of the note and (ii) five-year warrant to purchase that number of the Company's shares of common stock equal to 25% of the convertible note amount. As of June 30, 2012, the Company, without the assistance of any broker-dealer, raised $150,000 from the sale of 3.0 Units. Laidlaw raised $1,289,527 (net of debt issuance costs of $266,473) from the sale of 31.12 Units (including Convertible Notes payable and an estimated 389,000 warrants). Mandatory conversion was to occur on the initial closing of the Phase Two financing, which occurred September 28, 2012. The Convertible Notes (as extended) had a maturity date of September 30, 2012, carried provisions for price protection and contained registration rights. For the Phase One financing, Laidlaw received a cash fee of 10% of aggregate funds raised along with a five-year warrant (the "Laidlaw Warrant") equal to 10% of the common stock reserved for issuance in connection with the Units. Separately, Laidlaw required an activation fee of $25,000. The Phase Two financing consisted of Units offered at $0.35 per Unit (consisting of one share of common stock and one-half of a warrant exercisable at $0.50 per share. The Convertible Notes embedded conversion options did not qualify as derivatives since the conversion shares were not readily convertible to cash due to an inactive trading market and there was no beneficial conversion value since the conversion price equaled the fair value of the shares. As a result of proceeds received on September 28, 2012 in the Phase Two financing, all of the $1,706,000 (face value) of Convertible Notes were automatically converted into 5,130,795 shares of common stock at the contractual rate of $0.3325 per share. Moreover, the warrants issuable upon conversion of the Convertible Notes became fixed and determinable and caused to be outstanding 426,500 warrants to acquire shares of common stock at $0.3325 per share. In addition, 202,334 shares of common stock and 50,591 five-year warrants exercisable at $0.3325 per share were issued to settle $67,276 of accrued interest on the aforementioned Convertible Notes. Accordingly, a loss of $3,339 was recognized in general and administrative expenses upon settlement (See Note 12).


On May 1, 2012, the Company issued a Convertible Note payable to a consultant in the amount of $49,825 in exchange for past services rendered, of which $38,175 pertains to the nine months ended September 30, 2012. The Note bore interest at 0.19% per annum, had a maturity date of September 30, 2012, and was convertible into the Company’s shares of common stock at the lower (a) $1.00 or (b) the per share purchase price of any shares of common stock (or common stock equivalents) issued on or after the original issue date of the note. The Convertible Note embedded conversion options did not qualify as derivatives since the conversion shares were not readily convertible to cash due to an inactive trading market and there was no beneficial conversion value since the conversion price equaled the fair value of the shares. As a result of the private placement closing on September 28, 2012, the $49,825 (face value) convertible note was automatically converted into 142,357 shares of common stock at the contractual rate of $0.35 per share. In addition, 112 shares of common stock were issued to settle $39 of accrued interest on the aforementioned Convertible Note. No gain or loss was recognized upon settlement (See Note 12).


On August 14, 2012, the Company’s CEO loaned the Company $300,000 and received a convertible promissory note, payable on demand, bearing interest at 5% per annum. The note is convertible into shares of common stock of the Company at the rate of $0.35 per share (based on proceeds received on September 28, 2012 under a private placement at $0.35 per unit). The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On September 25, 2013, as a term of the convertible debenture issued as discussed further in this Note, the maturity of the debt to the CEO has been extended to April 5, 2015. On July 16, 2014, the maturity of the debt to the CEO has been extended to January 1, 2016. There was no accounting effect for these modifications. (See Note 15).




F-19



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



On September 26, 2013, the Company and an institutional investor (the "Institutional Investor") signed a Securities Purchase Agreement (the “Agreement”) with respect to a loan of $2,240,000 evidenced by an 18 month original issue discount secured convertible debenture (the "Debenture") with gross proceeds of $2,000,000 prior to fees. Payments on the Debenture are due 25% on November 1, 2014, 25% on January 1, 2015 and the remaining 50% on April 1, 2015 as a final payment. The Company has the option to pay the interest or principal in stock subject to certain “Equity Conditions” such as giving notice of its intent 20 trading days beforehand. The Agreement provides that the Debenture may be converted at the holder’s option at $0.3325 per share at any time after the closing and subject to adjustments. The Company evaluated that for the embedded conversion option, there was no beneficial conversion value to record as the conversion price was greater than the fair market value of the common shares on the note issue date. Warrants with a relative fair value of $389,565 were issued for 100% of the number of shares of common stock that could be purchased at the conversion price at closing or 6,736,842. The warrants have a five-year term and are exercisable for cash if an outstanding registration statement is in effect within 90 days of closing. The $389,565 is recorded as a debt discount to be amortized over the debt term. The Debenture bears 8% per annum interest and are amortizable in installments over their term. The financing closed on September 26, 2013 and the Company received proceeds of approximately $1.7 million, net of certain offering costs and before payment of various debt issue costs. Offering costs to the lender included an original issue discount of $240,000 and cash loan fees of $117,846.


In September 2013 Company had entered into an engagement agreement with Laidlaw & Co. ("Laidlaw") to act as placement agent for the offering and receive customary compensation. Laidlaw introduced the Institutional Investor. As a placement agent fee, the Company paid Laidlaw $207,500 and issued 1,347,368 five year warrants with an exercise price of $0.3325, valued at $94,316. The warrants and fees paid plus legal fees of $35,356 were recorded as a debt issue cost asset and are being amortized over the debt term.


As of April 30, 2013, the aggregate amount of convertible notes payable outstanding was $800,000, of which $200,000 is included in current liabilities and $600,000 is included in long-term liabilities. As of April 30, 2014, the aggregate amount of convertible notes payable net of original issue discount outstanding was $3,562,229, of which $1,600,000, is included in long term liabilities and $1,962,229 is included in current liabilities. As of April 30, 2014, the convertible notes embedded conversion options were not accounted for as bifurcated derivatives since the conversion shares were not readily convertible to cash due to an inactive trading market.


Notes payable consisted of the following at April 30, 2014 and 2013:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

Note payable - related party originating August 14, 2012; no monthly payments required; bearing interest at 5% [A] [D]

 

$

300,000

 

 

$

300,000

 

Note payable - related party originating March 13, 2012; no monthly payments required; bearing interest at 0.19% [A] [D]

 

 

300,000

 

 

 

300,000

 

Note payable - originating February 25, 2012; no monthly payments required [B]

 

 

75,000

 

 

 

100,000

 

Note payable - originating February 27, 2012; no monthly payments required [C]

 

 

50,000

 

 

 

50,000

 

Note payable - originating February 29, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 29, 2014 (In default at April 30, 2014)

 

 

50,000

 

 

 

50,000

 

Loan Payable Officer - related party originating June 28, 2013; no monthly payments required; bearing interest at 10%; maturing January 1, 2016 [D]

 

 

1,000,000

 

 

 

 

Debentures payable, net of OID

 

 

1,787,229

 

 

 

 

Total

 

 

3,562,229

 

 

 

800,000

 

Less: Current maturities (loans payable)

 

 

 

 

 

 

 

 

Less: Current maturities (notes payable)

 

 

(175,000

)

 

 

(200,000

)

Less: Current maturities (Debentures Payable)

 

 

(1,787,229

)

 

 

 

 

Subtotal

 

 

1,600,000

 

 

 

600,000

 

Less: amount due after one year for notes payable

 

 

 

 

 

 

Amount due after one year for convertible notes payable

 

$

1,600,000

 

 

$

600,000

 

———————

[A] - Effective September 4, 2012, note amended to provide a maturity date of August 31, 2013. Effective December 17, 2012, note further amended to provide a maturity date of August 31, 2014. On September 25, 2013, maturity date had been extended to April 5, 2015. On July 16, 2014, the maturity date had been extended to January 1, 2016.

[B] - Effective February 28, 2014 the note was amended to provide a maturity date of December 1, 2014 and interest rate of 3.25%.

[C] - Effective February 18, 2014 the note was amended to provide a maturity date of December 1, 2014 and interest rate of 3.25%.

[D] – Effective July 16, 2014 the note was amended to provide a maturity date of January 1, 2016.



F-20



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Future maturities of notes payable as of April 30, 2014 are as follows:


Year Ending April 30,

 

 

 

2015

 

$

 

2016

 

 

1,600,000

 

 

 

$

1,600,000

 


Note 10. Commitments and Contingencies


Line of Credit


The Company maintains a line of credit with a bank, up to a maximum credit line of $250,000. The line of credit bears interest equal to the prime rate plus 0.50% (overall interest rate of 3.75% at April 30, 2014). The line of credit requires minimum monthly payments consisting of interest only. The line of credit is secured by all business assets, inventory, equipment, accounts, general intangibles, chattel paper, documents, instruments and letter of credit rights of the Company. The line of credit is for an unspecified time until the bank notifies the Company of the Final Availability Date, at which time payments on the line of credit become the sum of: (a) accrued interest and (b) 1/60th of the unpaid principal balance immediately following the Final Availability Date, which equates to a five-year payment period. The balance due on the line of credit as of April 30, 2014 and 2013 was $244,175 and $250,000 respectively. Since the earliest the line of credit is due and payable is over a five year period and the Company believes that it could obtain a comparable replacement line of credit elsewhere, the entire line of credit is included in long-term liabilities. The unused amount under the line of credit available to the Company at April 30, 2014 and 2013 was $5,825 and $0 respectively.


Operating Leases


The Company leases office space for its corporate headquarters in New York, New York on a month-to-month basis with monthly rent payments of $3,816 per month.


The Company leases office space for its developers in Dieppe, NB, Canada on a month-to-month basis with monthly rent payments of $1,675 per month.


The Company leases office space for its Denver, Colorado location under a seven-year lease agreement commencing September 15, 2008. The operating lease granted four initial months of free rent and had a base monthly rent of $6,526 commencing January 15, 2009. Thereafter, the monthly rent escalates 2.5% annually over the base year.


On October 4, 2012, the Company entered into a three-year lease agreement for its call center in Scottsdale, Arizona. The Company occupied temporary space at this location until moving into the leased space on February 1, 2013, the commencement date of the lease. The lease requires rent payments of $4,491 per month during months 4 through 12, $4,601 per month during the second year, and $4,710 per month during the third year.


The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of April 30, 2014:


Year Ending April 30,

 

 

 

2015

 

$

144,332

 

2016

 

 

72,427

 

2017

 

 

 

Total minimum payments required

 

$

216,759

 


Rent expense for the years ended April 30, 2014, and December 31, 2012, and four months ended April 30, 2013 and 2012, were $210,977, $140,783, $64,724, and $44,828, respectively.




F-21



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Employment Agreements


From time to time, the Company enters into employment agreements with certain of its employees. These agreements typically include bonuses, some of which were performance-based in nature. As of April 30, 2013, the Company had entered into five employment agreements whereby the Company was obligated to pay an annual performance bonus ranging from 50% to 100% of the employee’s base salary based upon the achievement of pre-established milestones. Such annual bonuses were to be paid one-half in cash and the remainder in shares of common stock of the Company. As of April 30, 2014, no performance bonuses have been earned.


Consulting Agreement


On October 1, 2012, the Company retained two investor relations firms agreeing to pay one firm $50,000 a year for two years and issuing it 200,000 shares of common stock, having a fair value of $70,000 based on recent sales of Units. The second firm was retained for one year with a fee of $5,000 per month. The second firm also received 100,000 shares of common stock and 100,000 five-year warrants exercisable at $0.60 per share, having a fair value of $43,000 based on recent sale of Units (See Note 12).


Legal Matters


From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of April 30, 2013, there were no other pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


On February 11, 2013, HEMG and Mr. Spada sued the Company, certain senior management members and our directors in state court in New York seeking damages arising principally from (i) allegedly false and misleading statements in the filings with the SEC and the DOE where the Company disclosed that HEMG and Mr. Spada borrowed $2.2 million without board authority, (ii) the alleged breach of an April 2012 agreement whereby the Company had agreed, subject to numerous conditions and time limitations, to purchase certain shares of the Company from HEMG, and (iii) alleged diminution to the value of HEMG’s shares of the Company due to Mr. Spada’s disagreement with certain business transactions the Company engaged in, all with Board approval. On November 8, 2013, the state court in New York granted the Company’s motion to dismiss all of the derivative claims and all of the fiduciary duty claims. The state court in New York also granted the Company’s motion to dismiss the duplicative breach of good faith and fair dealing claim, as well as the defamation claim. The state court in New York denied the Company’s motion to dismiss as to the defamation per se claim.   On December 10, 2013, the Company filed a series of counterclaims against HEMG and Mr. Spada in state court of New York.  Discovery is currently being pursued by the parties.


On November 21, 2013, HEMG and Mr. Spada filed a derivative suit on behalf of the Company against certain former senior management member and our directors in state court in Delaware. The Company is a nominal defendant. The complaint is substantially similar to the complaint filed in state court of New York, except that if successful, the Company will receive the benefits. On February 28, 2014, the Company filed a motion to dismiss the complaint. In July 2014, the court heard oral argument and reserved decision.


While the Company has been advised by its counsel that these lawsuits are baseless, the Company cannot provide any assurance as to the ultimate outcome of the cases. Defending the lawsuits will be expensive and will require the expenditure of time which could otherwise be spent on the Company’s business. While unlikely, if Mr. Spada’s and HEMG’s claims in the New York litigation were to be successful, the damages the Company could pay could potentially be material.


Regulatory Matters


The Company’s subsidiary, Aspen University Inc. (“Aspen University”), is subject to extensive regulation by Federal and State governmental agencies and accrediting bodies. In particular, the Higher Education Act (the “HEA”) and the regulations promulgated thereunder by the DOE subject Aspen University to significant regulatory scrutiny on the basis of numerous standards that schools must satisfy to participate in the various types of federal student financial assistance programs authorized under Title IV of the HEA. Aspen University has had provisional certification to participate in the Title IV programs. That provisional certification imposes certain regulatory restrictions including, but not limited to, a limit of 1,200 student recipients for Title IV funding for the duration of the provisional certification. The provisional certification restrictions continue with regard to Aspen University’s participation in Title IV programs.




F-22



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



To participate in the Title IV programs, an institution must be authorized to offer its programs of instruction by the relevant agencies of the State in which it is located, and since July 2011, potentially in the States where an institution offers postsecondary education through distance education. In addition, an institution must be accredited by an accrediting agency recognized by the DOE and certified as eligible by the DOE. The DOE will certify an institution to participate in the Title IV programs only after the institution has demonstrated compliance with the HEA and the DOE’s extensive academic, administrative, and financial regulations regarding institutional eligibility and certification. An institution must also demonstrate its compliance with these requirements to the DOE on an ongoing basis. Aspen University performs periodic reviews of its compliance with the various applicable regulatory requirements. As Title IV funds received in fiscal 2013 represented approximately 26% of the Company's cash revenues (including revenues from discontinued operations), as calculated in accordance with Department of Education guidelines, the loss of Title IV funding would have a material effect on the Company's future financial performance.


On March 27, 2012 and on August 31, 2012, Aspen University provided the DOE with letters of credit for which the due date was extended to December 31, 2013. On January 30, 2014, the DOE provided Aspen University with an option to become permanently certified by increasing the letter of credit to 50% of all Title IV funds received in the last program year, equaling $1,696,445, or to remain provisionally certified by increasing the 25% letter of credit to $848,225.  Aspen informed the DOE of its desire to remain provisionally certified and posted the $848,225 letter of credit by the DOE on April 14, 2014. The DOE may impose additional or different terms and conditions in any final provisional program participation agreement that it may issue (See Note 2 “Restricted Cash”).


The HEA requires accrediting agencies to review many aspects of an institution's operations in order to ensure that the education offered is of sufficiently high quality to achieve satisfactory outcomes and that the institution is complying with accrediting standards. Failure to demonstrate compliance with accrediting standards may result in the imposition of probation, the requirements to provide periodic reports, the loss of accreditation or other penalties if deficiencies are not remediated.


Because Aspen University operates in a highly regulated industry, it may be subject from time to time to audits, investigations, claims of noncompliance or lawsuits by governmental agencies or third parties, which allege statutory violations, regulatory infractions or common law causes of action.


Return of Title IV Funds


An institution participating in Title IV programs must correctly calculate the amount of unearned Title IV program funds that have been disbursed to students who withdraw from their educational programs before completion and must return those unearned funds in a timely manner, generally within 45 days of the date the school determines that the student has withdrawn. Under Department regulations, failure to make timely returns of Title IV program funds for 5% or more of students sampled on the institution's annual compliance audit in either of its two most recently completed fiscal years can result in the institution having to post a letter of credit in an amount equal to 25% of its required Title IV returns during its most recently completed fiscal year. If unearned funds are not properly calculated and returned in a timely manner, an institution is also subject to monetary liabilities or an action to impose a fine or to limit, suspend or terminate its participation in Title IV programs.


On June 30, 2013, the Company filed its calendar year 2012 compliance audit with the Department of Education. As a result of the audit findings, the Company recognized that it had not fully complied with all requirements for calculating and making timely returns of Title IV funds (R2T4). In November 2013, the Company returned a total of $102,810 of Title IV funds to the Department of Education.


Delaware Approval to Confer Degrees


Aspen University is a Delaware corporation. Delaware law requires an institution to obtain approval from the Delaware Department of Education (“Delaware DOE”) before it may incorporate with the power to confer degrees. On July 3, 2012, Aspen University received notice from the Delaware DOE that it is granted provisional approval status effective until June 30, 2015. Aspen University is authorized by the Colorado Commission on Education to operate in Colorado as a degree granting institution.




F-23



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Unauthorized Borrowings


During 2005 through 2011, the Company advanced funds without board authority to both Patrick Spada (former Chairman of the Company) and HEMG, of which Patrick Spada is President (See Note 15). Mr. Spada and HEMG have denied taking any advances (See “Legal Matters” above).


Letter of Credit


The Company maintains a letter of credit under a DOE requirement (See Note 2 “Restricted Cash”).


Note 11. Temporary Equity


On October 28, 2011, Aspen filed a First Amendment to the second amended and restated certificate of incorporation whereby a liquidation preference equal to the original issue price ($1.00) was added to both the Series D and Series E shares. In addition, the liquidation preferences of the Series D shares became pari passu with the liquidation preferences of the Series E shares and the liquidation preferences of both the Series D and Series E shares became senior to the liquidation preferences of the Series C shares. On January 23, 2012, Aspen filed a Second Amendment to the second amended and restated certificate of incorporation whereby the Series A, Series D and Series E preferred shares shall be redeemed if the SEC Reporting Date does not occur on or before February 29, 2012. On February 29, 2012, Aspen filed a Third Amendment to the second amended and restated certificate of incorporation whereby the Series A, Series D and Series E preferred shares shall be redeemed if the SEC Reporting Date does not occur on or before March 15, 2012. The SEC Reporting Date occurred on March 13, 2012.


Prior to their conversion to shares of common stock on March 13, 2012, the Series A, Series D and Series E preferred shares were classified as temporary equity. During 2012 through March 13, 2012, the preferred shares accumulated additional dividends of $37,379 and as of March 13, 2012, total cumulative preferred dividends were $124,705. On March 13, 2012, all preferred shares were automatically converted into shares of common stock and, based on the terms of the preferred shares, none of the cumulative dividends shall ever be paid (See Note 12).


Note 12. Stockholders’ Equity (Deficiency)


Stock Dividends and Reverse Split


On February 23, 2012, Aspen approved a stock dividend of one new share of Aspen for each share presently held. Following the stock dividend, Aspen approved a one-for-two reverse stock split as of the close of business on February 24, 2012 in which each two shares of common stock shall be combined into one share of common stock. This was done in order to reduce the conversion ratio of the Aspen convertible preferred stock for all Series to 1 for 1 except for Series C, which then had a conversion ratio of 0.8473809. All share and per share data has been retroactively adjusted to reflect the stock splits.


Preferred Stock


On March 13, 2012, all preferred shares were automatically converted into shares of common stock and, based on the terms of the preferred shares (See below).


Common Stock


On March 13, 2012, all of the outstanding preferred shares of the Company were automatically converted into 13,677,274 shares of common stock of 探花视频app, Inc. (See Note 11).


Pursuant to the recapitalization discussed below and under generally accepted accounting rules, the Company is deemed to have issued 9,760,000 shares of common stock to the original stockholders of 探花视频app, Inc. Technically, no shares were issued since the original stockholders owned their shares prior to March 13, 2012.


In April 2012, the Company issued 20,000 shares of common stock upon the conversion of $20,000 of convertible notes payable (See Note 9).




F-24



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



On September 28, 2012, the Company raised $2,494,899 (net of offering costs of $262,101) from the sale of 78.77 Units (including 7,877,144 shares of common stock and 3,938,570 five-year warrants exercisable at $0.50 per share) through Laidlaw. Of the amount raised, $212,000 or 605,716 shares of common stock were from directors of the Company. Also, on September 28, 2012, as a result of this financing, all of the $1,706,000 (face value) of Convertible Notes from the Phase One financing automatically converted into 5,130,795 shares of common stock at the contractual rate of $0.3325 per share. In addition, 202,334 shares of common stock and 50,591 five-year warrants exercisable at $0.3325 per share were issued to settle $67,276 of accrued interest on the aforementioned Convertible Notes. Accordingly, a loss of $3,339 was recognized upon settlement (See Note 9).


On September 28, 2012, as a result of the aforementioned financing, a $49,825 (face value) Convertible Note was automatically converted into 142,357 shares of common stock at the contractual rate of $0.35 per share. In addition, 112 shares of common stock were issued to settle $39 of accrued interest on the aforementioned convertible note. No gain or loss was recognized upon settlement (See Note 9).


On September 28, 2012, as a result of the initial closing of the Phase Two financing, 4,516,917 shares of common stock and warrants to purchase 915,429 shares of common stock at $0.3325 per share were issued to the former owners of Aspen Series D and Series E shares under the price protection provision. This resulted in an increase in stock of common stock of $4,517 with a corresponding decrease in additional paid-in capital. 550,000 of the former Series D shares and all 1,700,000 of the former Series E shares continue to have price protection through March 13, 2015.


On October 1, 2012, the Company purchased 264,000 shares of common stock for $132,000, from the Company's former chairman (see Notes 4 and 15). On November 13, 2012, these shares were retired.


On December 7, 2012, the Company purchased 200,000 shares of common stock for $70,000, from the Company's former chairman. The shares are being held as treasury shares.


On October 1, 2012, the Company retained two investor relations firms agreeing to pay one firm $50,000 a year for two years and issuing it 200,000 shares of common stock, having a fair value of $70,000 based on recent sales of common stock. The second firm was retained for one year with a fee of $5,000 per month. The second firm also received 100,000 shares of common stock and 100,000 five-year warrants exercisable at $0.60 per share, having a fair value of $43,000 based on recent sale of Units.


On October 10, 2012, the Company entered into a non-exclusive agreement with Global Arena Capital Corp. (“GAC”), a broker-dealer, through which GAC agreed to use its best efforts to raise up to $2,030,000 from the sale of Units of common stock and warrants that are identical to those Units sold on September 28, 2012. The Company agreed to compensate GAC from sales of Units by paying it compensation equal to 10% of the gross proceeds sold by it. The Company also agreed to issue GAC five-year warrants to purchase 10% of the same Units it sells to investors with an exercise price equal to the purchase price paid by investors ($35,000 per Unit). In addition, the Company agreed to pay GAC a 3% non-accountable expense allowance from the proceeds of Units sold by it.


As of December 31, 2012, the Company raised $530,337 (net of offering costs of $184,663 and five-year warrants to purchase: (i) 100,000 shares of common stock at $0.35 per share and (ii) 98,000 shares of common stock at $0.50 per share.) from the sale of 20.43 Units (including 2,042,856 shares of common stock and 1,021,432 warrants) under the offering.


During the period from February 13, 2013 through March 1, 2013, the Company raised $519,370 (net of offering costs of $45,630) from the sale of 16.14 Units (including 1,614,286 shares of common stock and 807,143 five-year warrants exercisable at $0.50 per share) on its own behalf without the use of a broker. The warrants have cashless exercise provisions. On March 14, 2013, and based on the Company having increased the remainder of the Offering by $20,000, the Company entered into an exclusive engagement with Laidlaw & Company (UK) Ltd. under which Laidlaw agreed to use its best effort to sell up to $770,000 of Units with the same terms as the Units the Company sold in 2012 and 2013 to date. Laidlaw received cash commissions of 10% based on the number of Units sold and five-year warrants equal to 10% of the securities sold exercisable at $0.50 per share.


On April 18, 2013, the Company raised $522,170 (net of offering costs of $78,158 and five-year warrants to purchase 169,021 shares of common stock at $0.50 per share) from the sale of 17.15 Units (comprised of 1,715,217 shares of common stock and 857,609 five-year warrants exercisable at $0.50 per share). All of the Units were sold with the assistance of Laidlaw except $8,750, which the Company raised on its own behalf and was not subject to a commission. Cash commissions of $59,158 and five-year warrants to purchase 169,021 shares of common stock at $0.50 per share are due to Laidlaw as offering fees. The Laidlaw engagement terminated after these transactions.



F-25



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



As part of two contracts entered into during the year ended April 30, 2014, the Company issued restricted stock to two firms as part of their fees for services. The fair value of the stock issued was set up as a prepaid expense and was amortized over the service period of the contract.  Since the contract was terminated, the full amount was recognized during the three months ended January 31, 2014. On June 27, 2013, the Company issued one firm 317,143 shares of its common stock valued at $0.35 per share (based on recent sales of shares by the Company) to an investor relations firm pursuant to a service agreement with two service components, one for three months and one for 12 months. The $111,000 of expense was being recognized in two pieces, $90,000 over 12 months and $21,000 over three months. On July 24, 2013, the Company issued the second firm 300,000 shares of its common stock valued at $0.35 per share (based on recent sales of shares by the Company) to a business development consultant pursuant to a six month consulting agreement. The $105,000 of expense was being amortized over the life of the contract. Since the contract was terminated, the unamortized balance was recognized as an expense in the year ended April 30, 2014.


The Company issued 7,006,064 shares of common stock and received $804,049 in connection with warrant exercises more fully described below.


As a result of the warrant modifications and exercises described below, the Company issued 3,270,678 shares of common stock as price protection on prior cash investments.


On March 10, 2014, several members of the Board of Directors paid $600,000 in exchange for 3,157,895 shares of common stock and 3,157,895 warrants at $0.19 per share.  On April 24, 2014, an investor paid $50,000 in exchange for 263,158 shares of common stock and 263,158 warrants at $0.19 per share.  On April 30, 2014, a Director paid $100,000 in exchange for 526,318 shares of common stock and 526,318 warrants at $0.19 per share.  


Recapitalization


On March 13, 2012 (the “recapitalization date”), Aspen University was acquired by 探花视频app, Inc., an inactive publicly-held company, in a reverse merger transaction accounted for as a recapitalization of Aspen University (the “Recapitalization” or the “Reverse Merger”). The common and preferred stockholders of the Company received 25,515,204 shares of common stock of 探花视频app, Inc. in exchange for 100% of the capital stock of Aspen University Inc. For accounting purposes, Aspen University Inc. is the acquirer and 探花视频app, Inc. is the acquired company because the stockholders of Aspen University Inc. acquired both voting and management control of the combined entity. As disclosed above, the Company is deemed to have issued 9,760,000 shares of common stock to the original stockholders of the publicly-held entity. Accordingly, after completion of the recapitalization, the historical operations of the Company are those of Aspen University Inc. and the operations since the recapitalization date are those of Aspen University Inc. and 探花视频app, Inc. The assets and liabilities of both companies are combined at historical cost on the recapitalization date. As a result of the recapitalization and conversion of all Company preferred shares into shares of common stock of the public entity, all redemption and dividend rights of preferred shares were terminated. As a result of the recapitalization, the Company now has 120,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share authorized. The assets acquired and liabilities assumed from the publicly-held company were as follows:


Cash and cash equivalents

 

$

337

 

Liabilities assumed

 

 

(21,206

)

Net

 

$

(20,869

)


Stock Warrants

 

On September 28, 2012, as a result of the initial closing of the Phase Two financing, (i) warrants to purchase 915,429 shares of common stock at $0.3325 per share were issued to the former owners of Aspen Series D and Series E shares under full-ratchet price protection provisions and (ii) the exercise price of the original 456,000 warrants held by the former owners of Series D and Series E shares changed from $1.00 per share to $0.3325 per share. In addition, the exercise price of 426,500 warrants held by the former holders of Convertible Notes (sold during March through June of 2012 with the assistance of Laidlaw) changed from $1.00 per share to $0.3325 per share under price protection provisions. As the aforementioned issuances and changes in exercise price of warrants stemmed from price protection provisions in the original contracts, no expense was recognized.


On October 1, 2012, the Company retained an investor relations firm. As part of its compensation, the investor relations firm received 100,000 five-year warrants exercisable at $0.60 per share, having a fair value of $8,000. As the warrants vested immediately, the entire $8,000 was recognized as a prepaid expense and is being amortized over the term of the agreement.




F-26



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



On October 23, 2012, the Company issued 150,000 five-year warrants exercisable at $0.50 per share, having a fair value of $15,000. As the warrants vested immediately and were for prior services, the entire $15,000 was expensed immediately. On December 17, 2012, the warrants were repriced to have an exercise price of $0.35 per share, resulting in additional expense of $4,500, which was expensed immediately.


During the four months ended April 30, 2013, the Company issued 1,833,770 warrants exercisable at $0.50 per share. (See “Common Stock” above).  

 

In July of 2013, the Company issued 1,115,026 warrants to a placement agent as a fee related to prior investments. There was no accounting effect for this warrant issuance.


On September 26, 2013, warrants were issued in connection with a financing more fully described in Note 9 with a relative fair value of $389,565, and were issued for 100% of the number of shares of common stock that could be purchased at the conversion price at closing or 6,736,842. The warrants have a five-year term and are exercisable for cash if an outstanding registration statement is in effect within 90 days of closing. Also, as a placement agent fee, the Company paid $207,500 and issued 1,347,368 five year warrants with an exercise price of $0.3325, valued at $94,316. The warrants and fees paid were recorded as a debt issue cost asset and are being amortized over the debt term (See Note 9).


On January 15, 2014, a warrant exercise offering was completed whereby 4,231,840 warrants were offered at an exercise price of $0.19 per warrant. The total proceeds received were $804,049 and since the exercise price was discounted from the stated prices of either $0.50 or $0.3325, a warrant modification expense of $156,952 was recorded in accordance with ASC 718-20-35. This expense was calculated by comparing the value of the warrants before and after the reduced price.  As a result of the $0.19 exercise, an additional 5,178,947 new warrants were issued at $0.19 per warrant as part of a price protection agreement with two investors. There was no accounting effect for this warrant issuance.


On March 10, 2014, several members of the Board of Directors invested $600,000 in exchange for 3,157,895 shares of common stock and 3,157,895 warrants at $0.19 per share.  On April 24, 2014, an investor invested $50,000 in exchange for 263,158 shares of common stock and 263,158 warrants at $0.19 per share. On April 30, 2014, a Director invested $100,000 in exchange for 526,318 shares of common stock and 526,318 warrants at $0.19 per share.  


All other outstanding warrants issued by the Company to date have been related to capital raises. Accordingly, the Company has not recognized any additional stock-based compensation for other warrants issued during the years presented. A summary of the Company’s warrant activity during the year ended April 30, 2014 is presented below:


 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

Warrants

 

Shares

 

 

Price

 

 

Term

 

 

Value

 

Balance Outstanding, April 30, 2013

 

 

9,090,292

 

 

$

0.46

 

 

 

 

 

 

 

Granted

 

 

18,325,553

 

 

 

0.26

 

 

 

 

 

 

 

Exercised

 

 

(4,231,840

)

 

 

0.19

 

 

 

 

 

 

 

Forfeited

 

 

(40,000

)

 

     

0.50

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Outstanding, April 30, 2014

 

 

23,144,005

 

 

$

0.31

 

 

 

4.6

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, April 30, 2014

 

 

18,249,528

 

 

$

0.31

 

 

 

4.6

 

 

$

 


Certain of the Company’s warrants contain price protection. The Company evaluated whether the price protection provision of the warrant would cause derivative treatment. In its assessment, the Company determined that since its shares are not readily convertible to cash due to an inactive trading market, through April 30, 2014 the warrants are excluded from derivative treatment.




F-27



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Stock Incentive Plan and Stock Option Grants to Employees and Directors


Immediately following the closing of the Reverse Merger, on March 13, 2012, the Company adopted the 2012 Equity Incentive Plan (the “Plan”) that provides for the grant of 2,500,000 shares (increased to 5,600,000 shares effective September 28, 2012, to 8,000,000 effective January 16, 2013, and to 9,300,000 effective May 2013, and 14,300,000 effective July 2014) in the form of incentive stock options, non-qualified stock options, restricted shares, stock appreciation rights and restricted stock units to employees, consultants, officers and directors.


On October 23, 2012, the Company issued non-Plan stock options to its executive officers as compensation for salary deferrals through August 31, 2012. Messrs. Michael Mathews, Brad Powers and David Garrity received 288,911, 255,773, and 136,008 five-year stock options, respectively, exercisable at $0.35 per share which options are fully vested. In aggregate, 680,692 stock options were issued to settle $238,562 of accrued salaries. No gain was recognized as the settlement was between the Company and related parties. On January 16, 2013, these options were modified to be Plan options.


On October 23, 2012, the Company issued additional non-Plan options to executive officers who reduced their salaries for the period September 1 through December 31, 2012. The Company granted Messrs. Mathews, Powers and Garrity each 166,666 five-year options, respectively, and Dr. Gerald Williams 47,620 five-year options, all exercisable at $0.35 per share with 25% of these options vesting on the last day of September, October, November and December 2012, subject to the applicable executive remaining employed on each applicable vesting date. In aggregate, 547,618 stock options were issued as part of the reduced salaries. All stock options or shares granted are valued on the appropriate measurement date and the related expense shall be recognized over the requisite service period. On January 16, 2013, these options were modified to be Plan options.


Prior to 2011, the Company received $22,000 from a director of the Company in exchange for a note payable bearing interest of 10%, due on demand. On November 21, 2012, the director forgave the $22,000 balance due from Aspen in exchange for 62,857 five-year vested non-Plan stock options exercisable at $0.35 per share. No gain was recognized as the settlement was between the Company and related parties. On January 16, 2013, these options were modified to be Plan options.


On December 17, 2012, the Company repriced 1,705,000 stock options from having an exercise price of $1.00 per share to $0.35 per share. Accordingly, the incremental increase in the fair value due to the repricing is being recognized over the remaining service period of the stock options.


During the year ended December 31, 2012, including the aforementioned stock option issuances in this section, the Company granted to employees 6,777,967 stock options, net of cancellations (including repriced stock options), all of which were under the Plan, having an exercise price of $0.35 per share. While most of the options vest pro rata over three to four years on each anniversary date, 910,214 vested immediately; all options expire five years from the grant date. The total fair value of stock options granted to employees during the four months ended April 30, 2013 and for the year ended December 31, 2012 was $79,070 and $1,747,007, respectively. In connection with employee stock options, the Company recorded compensation expense of $153,818, $81,605 and $252,057 for the four months ended April 30, 2013 and 2012 and for the year ended December 31, 2012, respectively.


During the four months ended April 30, 2013, the Company granted to employees 658,914 stock options, all of which were under the Plan, having an exercise price of $0.35 per share. The options vest pro rata over three to four years on each anniversary date; all options expire five years from the grant date. The total fair value of stock options granted to employees during the four months ended April 30, 2013 was $79,070, which is being recognized over the respective vesting periods.


During the year ended April 30, 2014, the Company granted to employees 3,778,711 stock options, all of which were under the Plan, having an exercise price ranging from $0.35 per share to $0.17 per share. The options vest pro rata over three years on each anniversary date; all options expire five years from the grant date. The total fair value of stock options granted to employees during the year ended April 30, 2014 was $332,545, which is being recognized over the respective vesting periods.




F-28



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates. The Company believes this valuation methodology is appropriate for estimating the fair value of stock options granted to employees and directors which are subject to ASC Topic 718 requirements. These amounts are estimates and thus may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation on a straight-line basis over the requisite service period for each award. The following table summarizes the assumptions the Company utilized to record compensation expense for stock options granted to employees during the year ended April 30, 2014 the four months ended April 30, 2013, and during the year ended December 31, 2012:


 

 

 

 

April 30,

 

April 30,

 

December 31,

Assumptions

 

 

 

2014

 

2013

 

2012

Expected life (years)

 

 

 

3.3

 

3.5 - 3.75

 

2.5 - 3.8

Expected volatility

 

 

 

45.0%

 

46.3%- 46.5%

 

44.2% - 50.9%

Weighted-average volatility

 

 

 

45.0%

 

46.5%

 

49.0%

Risk-free interest rate

 

 

 

0.38%

 

.36%-.44%

 

0.31% - 0.60%

Dividend yield

 

 

 

0.00%

 

0.00%

 

0.00%

Expected forfeiture rate

 

 

 

n/a

 

3.9%

 

1.7%


The Company utilized the simplified method to estimate the expected life for stock options granted to employees. The simplified method was used as the Company does not have sufficient historical data regarding stock option exercises. The expected volatility is based on the average of the expected volatilities from the most recent audited financial statements available for comparative public companies that are deemed to be similar in nature to the Company. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected life of the related option at the time of the grant. Dividend yield is based on historical trends. While the Company believes these estimates are reasonable, the compensation expense recorded would increase if the expected life was increased, a higher expected volatility was used, or if the expected dividend yield increased.


A summary of the Company’s stock option activity for employees and directors during the year ended April 30, 2014 is presented below:


 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

Options

 

Shares

 

 

Price

 

 

Term

 

 

Value

 

Balance Outstanding, April 30, 2013

 

 

7,344,381

 

 

$

0.35

 

 

 

 

 

 

 

Granted

 

 

3,778,711

 

 

$

0.25

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(646,680

)

 

$

0.35

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Outstanding, April 30, 2014

 

 

10,476,412

 

 

$

0.35

 

 

 

4.0

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, April 30, 2014

 

 

2,050,332

 

 

$

0.35

 

 

 

3.8

 

 

$

 


The weighted-average grant-date fair value of options granted to employees during the four months ended April 30, 2014 was $0.06.


As of April 30, 2014, there was $767,237 of total unrecognized compensation costs related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.5 years.


Stock Option Grants to Non-Employees


On March 15, 2012, the Company granted 175,000 stock options to non-employees, all of which were under the Plan, having an exercise price of $1.00 per share. The options vest pro rata over three years on each anniversary date; all options expire five years from the grant date. The total fair value of the stock options granted was $57,750, all of which was recognized immediately as these stock options were issued for prior services rendered. On December 17, 2012, the Company repriced the stock options issued from having an exercise price of $1.00 per share to $0.35 per share. Accordingly, the incremental increase in the fair value of $15,750 was recognized immediately.




F-29



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



On October 23, 2012, under the Plan, the Company issued to a consultant 20,000 five-year stock options exercisable at $0.50 per share vesting in equal annual increments over a three-year period subject to the consultant continuing to provide services for the Company. The total fair value of the stock options granted was $2,000, all of which was recognized immediately as these stock options were issued for prior services rendered. On December 17, 2012, the Company repriced the stock options issued from having an exercise price of $0.50 per share to $0.35 per share. Accordingly, the incremental increase in the fair value of $600 was recognized immediately.


The total fair value of 75,000 stock options granted to a faculty member during the four months ended April 30, 2013 was $9,000, which will be recognized over 3 years as this contract employee provides services to Aspen.


The Company recorded compensation expense of $2,968 for the year ended April 30, 2014 and $244 for the four months ended April 30, 2013 in connection with this particular non-employee grant. The Company recorded compensation expense of $95,600 for the year ended December 31, 2012, in connection with non-employee stock options. The total fair value of stock options granted to non-employees during the year ended December 31, 2012 was $95,600, all of which was recognized immediately as these stock options were issued for prior services rendered.


A summary of the Company's stock option activity for non-employees during the year ended April 30, 2014 is presented below:


 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Contractual

 

 

Intrinsic

 

Options

 

Shares

 

 

Price

 

 

Term

 

 

Value

 

Balance Outstanding, April 30, 2013

 

 

270,000

 

 

$

0.35

 

 

 

 

 

 

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Outstanding, April 30, 2014

 

 

270,000

 

 

$

0.35

 

 

 

4.0

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, April 30, 2014

 

 

 

 

 

N/A

 

 

 

N/A

 

 

 

N/A

 


Note 13. Income Taxes


The components of income tax expense (benefit) are as follows:


 

 

For the

 

 

For the

 

 

For the

 

 

 

Year Ended

 

 

Year Ended

 

 

Four Months Ended

 

 

 

April 30,

2014

 

 

December 31,

2012

 

 

April 30,

2013

 

 

April 30,

2012

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 

 

$

 

 

$

 

 

$

 

State

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

 

 

 

 

 

 

 

 

 

 

State

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Income tax expense (benefit)

 

$

 

 

$

 

 

$

 

 

$

 




F-30



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Significant components of the Company's deferred income tax assets and liabilities are as follows:


 

 

April 30,

 

 

April 30,

 

 

 

2014

 

 

2013

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss

 

$

6,021,134

 

 

$

4,256,530

 

Allowance for doubtful accounts

 

 

55,679

 

 

 

23,948

 

Intangible assets

 

 

294,284

 

 

 

238,259

 

Deferred rent

 

 

7,948

 

 

 

11,809

 

Stock-based compensation

 

 

411,374

 

 

 

185,916

 

Contributions carryforward

 

 

93

 

 

 

93

 

Total deferred tax assets

 

 

6,790,512

 

 

 

4,716,555

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Property and equipment

 

 

(126,297

)

 

 

(31,714

)

Total deferred tax liabilities

 

 

(126,297

)

 

 

(31,714

)

 

 

 

 

 

 

 

 

 

Deferred tax assets, net

 

 

6,664,215

 

 

 

4,684,841

 

 

 

 

 

 

 

 

 

 

Valuation allowance:

 

 

 

 

 

 

 

 

Beginning of year

 

 

(4,684,841

)

 

 

(4,166,510

)

(Increase) during period

 

 

(1,979,374

)

 

 

(518,331

)

Ending balance

 

 

(6,664,215

)

 

 

(4,684,841

)

 

 

 

 

 

 

 

 

 

Net deferred tax asset

 

$

 

 

$

 


Presentation in the financial statements:


 

 

April 30,

2014

 

 

April 30,

2013

 

 

 

 

 

 

 

  

Deferred taxes, current portion

 

$

 

 

$

 

Deferred taxes, net of current portion

 

 

 

 

 

 

Net deferred tax assets

 

$

 

 

$

 


A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company recorded a valuation allowance at April 30, 2014 and 2013 due to the uncertainty of realization. Management believes that based upon its projection of future taxable operating income for the foreseeable future, it is more likely than not that the Company will not be able to realize the tax benefit associated with deferred tax assets. The net change in the valuation allowance during the year ended April 30, 2014 was an increase of $1,979,374.


At April 30, 2014, the Company had $16,248,831 of net operating loss carryforwards which will expire from 2029 to 2034. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of April 30, 2014, tax years 2010 through 2013 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years.


A reconciliation of income tax computed at the U.S. statutory rate to the effective income tax rate is as follows:


 

 

2014

 

 

2013

 

Statutory U.S. federal income tax rate

 

 

34.0

%

 

 

34.0

%

State income taxes, net of federal tax benefit

 

 

3.1

 

 

 

3.1

 

Other

 

 

(0.1

)

 

 

(0.1

)

Change in valuation allowance

 

 

(37.0

)

 

 

(37.0

)

Effective income tax rate

 

 

0.0

%

 

 

0.0

%

 



F-31



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



Note 14. Concentrations

 

Concentration of Credit Risk


As of April 30, 2014, the Company’s bank balances exceed FDIC insurance by approximately $592,000.


Note 15. Related Party Transactions


On December 14, 2011, Aspen loaned $150,000 to an Aspen officer in exchange for a promissory note bearing 3% per annum. As collateral, the note was secured by 500,000 shares of Aspen’s common stock owned personally by the officer. The note along with accrued interest was due and payable on September 14, 2012. During the year ended December 31, 2011, interest income of $210 was recognized on the note receivable and is included in other current assets. As of December 31, 2011, the balance due on the note receivable was $150,000, all of which is short-term. During the year ended December 31, 2012, interest income of $594 was recognized on the note receivable. On February 16, 2012, the note receivable from an officer was repaid along with accrued interest.


On March 30, 2008 and December 1, 2008, Aspen sold courseware pursuant to marketing agreements to HEMG, a related party and principal stockholder of Aspen whose president is Mr. Patrick Spada, the former Chairman of Aspen, in the amount of $455,000 and $600,000, respectively; UCC filings were filed accordingly. Under the marketing agreements, the receivables were due net 60 months. On September 16, 2011, HEMG pledged 772,793 Aspen Series C preferred shares (automatically converted to 654,850 shares of common stock on March 13, 2012) as collateral for this account receivable. On March 8, 2012, due to the impending reduction in the value of the collateral as the result of the Series C conversion ratio and Aspen’s inability to engage Mr. Spada in good faith negotiations to increase HEMG’s pledge, Michael Mathews, Aspen’s CEO, pledged 117,943 shares of common stock of Aspen, owned personally by him, valued at $1.00 per share based on recent sales of capital stock as additional collateral to the accounts receivable, secured – related party. On March 13, 2012, Aspen deemed the receivables stemming from the sale of courseware curricula to be in default.


On April 4, 2012, the Company entered into an agreement with: (i) an individual, (ii) HEMG, and (iii) Mr. Spada. Under the agreement, (a) the individual purchased and HEMG sold to the individual 400,000 shares of common stock of the Company at $0.50 per share; (b) the Company guaranteed it would purchase at least 600,000 shares of common stock of the Company at $0.50 per share within 90 days of the agreement and the Company would use its best efforts to purchase from HEMG and resell to investors an additional 1,400,000 shares of common stock of the Company at $0.50 per share within 180 days of the agreement; (c) provided HEMG and Mr. Spada fulfilled their obligations under (a) and (b) above, the Company shall consent to additional private transfers by HEMG and/or Mr. Spada of up to 500,000 shares of common stock of the Company on or before March 13, 2013; (d) HEMG agreed to not sell, pledge or otherwise transfer 142,500 shares of common stock of the Company pending resolution of a dispute regarding the Company’s claim that HEMG sold 131,500 shares of common stock of the Company without having enough authorized shares and a stockholder did not receive 11,000 shares of common stock of the Company owed to him as a result of a stock dividend; and (e) the Company waived any default of the accounts receivable, secured - related party and extend the due date to September 30, 2014. As of September 30, 2012, third party investors purchased 336,000 shares for $168,000 and the Company purchased 264,000 shares for $132,000 per section (b) above. Based on proceeds received on September 28, 2012 under a private placement at $0.35 per Unit (consisting of one common share and one-half of a warrant exercisable at $0.50 per share), the value of the aforementioned collateral decreased. Accordingly, as of December 31, 2012, the Company has recognized an allowance of $502,315 for this account receivable. Based on the reduction in value of the collateral to $0.19, the company recognized an expense of $123,647 during the year ended April 30, 2014. As of April 30, 2014 and April 30, 2013, the balance of the account receivable, net of allowance, was $146,831 and $270,478 respectively.


Prior to 2011, Aspen received $22,000 from a director of Aspen in exchange for a note payable bearing interest of 10%, due on demand. On November 21, 2012, the director forgave the $22,000 balance due from Aspen in exchange for 62,857 five-year vested non-Plan stock options of the Company exercisable at $0.35 per share. No gain was recognized as the settlement was between the Company and related parties. On January 16, 2013, these options were modified to be Plan options.


On March 13, 2012, the Company’s CEO loaned the Company $300,000 and received a convertible note due March 31, 2013, bearing interest at 0.19% per annum. The note is convertible into shares of common stock of the Company at the rate of $1.00 per share upon five days written notice to the Company. The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014. On July 16, 2014, the maturity date was extended to January 1, 2016. There was no accounting effect for these two modifications (See Note 9).



F-32



ASPEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014 and 2013



On August 14, 2012, the Company’s CEO loaned the Company $300,000 and received a convertible note, payable on demand, bearing interest at 5% per annum. The note is convertible into shares of common stock of the Company at the rate of $0.35 per share (based on proceeds received on September 28, 2012 under a private placement at $0.35 per unit). The Company evaluated the convertible notes and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the shares of common stock on the note issue date. On September 4, 2012, the maturity date was extended to August 31, 2013. On December 17, 2012, the maturity date was extended to August 31, 2014. On July 16, 2014, the maturity date was extended to January 1, 2016 (See Note 9).


On June 28, 2013, the Company received $1,000,000 as a loan from the Chief Executive Officer. This loan was for a term of 6 months with an annual interest rate of 10%, payable monthly. On September 25, 2013, as a term of the convertible debenture issued as discussed in Note 9, the maturity of the debt to the CEO was extended to April 2, 2015. On July 16, 2014, the maturity of the debt to the CEO was extended to January 1, 2016.


On March 10, 2014, several members of the Board of Directors invested $600,000 in exchange for 3,157,895 shares of common stock and 3,157,895 warrants at $0.19 per share.  On April 30, 2014, a Director invested $100,000 in exchange for 526,318 shares of common stock and 526,318 warrants at $0.19 per share.


Note 16. Subsequent Events


On June 4, 2014, a Director invested $50,000 in exchange for 263,158 shares of common stock and 263,158 warrants at $0.19 per share. On June 24, 2014, two Directors invested $100,000 in exchange for 526,318 shares of common stock and 526,318 warrants at $0.19 per share.


On July 29, 2014, the Company raised $1,631,500 from the sale of units of common stock and warrants at a price of $0.155 per share from a limited number of institutional and accredited investors.  The units included 50% warrant coverage with five-year warrants exercisable at $0.19 per share. The Company issued a total of 10,525,809 shares of common stock and 5,262,905 warrants. Ms. Janet Gill, the Company’s Chief Financial Officer invested $100,750. The Company agreed to register the common stock including the shares issuable upon the exercise of the warrants within 60 days of the final closing. The termination date in the offering is August 31, 2014. Following the last closing, the Company agreed to file a registration statement covering the shares of common stock including those issuable upon exercise of warrants.


In connection with the private placement referred to above, an existing shareholder agreed to waive an agreement precluding the Company from selling securities below a certain price in exchange for 1,750,000 shares.

 



F-33





EXHIBIT INDEX


 

 

 

 

Incorporated by Reference

 

Filed or Furnished

 

Exhibit #

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

 

3.1

 

Certificate of Incorporation, as amended

 

8-K

 

3/19/12

 

2.6

 

 

 

3.2

 

Bylaws

 

8-K

 

3/19/12

 

2.7

 

 

 

3.3

 

Amendment No. 1 to Bylaws

 

8-K

 

3/12/14

 

3.1

 

 

 

10.1

 

Employment Agreement dated as of May 16, 2013 – Mathews**

 

S-1

 

7/3/13

 

10.6

 

 

 

10.2

 

Wendolowski Employment Arrangement **

 

 

 

 

 

 

 

Filed

 

10.3

 

Gill Employment Arrangement **

 

 

 

 

 

 

 

Filed

 

10.4

 

2012 Equity Incentive Plan, as amended **

 

 

 

 

 

 

 

Filed

 

10.5

 

September 16, 2011 Spada Agreement

 

8-K

 

3/19/12

 

10.6

 

 

 

10.6

 

Consulting Agreement – Spada

 

8-K

 

3/19/12

 

10.7

 

 

 

10.7

 

Lock-Up/Leak-Out Agreement – Spada

 

8-K

 

3/19/12

 

10.8

 

 

 

10.8

 

Form of Lock-Up/Leak-Out Agreement – Officers and Directors

 

8-K

 

3/19/12

 

10.9

 

 

 

10.9

 

Spada / HEMG April 2012 Agreement

 

8-K/A

 

5/7/12

 

10.19

 

 

 

10.10

 

Spada - Indemnification Agreement

 

8-K/A

 

5/7/12

 

10.20

 

 

 

10.11

 

Form of Directors Indemnification Agreement

 

8-K/A

 

5/7/12

 

10.21

 

 

 

10.12

 

Stock Pledge Agreement - Mathews dated March 8, 2012

 

8-K

 

3/19/12

 

10.12

 

 

 

10.13

 

Stock Pledge Agreement - Mathews dated March 16, 2012

 

8-K

 

3/19/12

 

10.16

 

 

 

10.14

 

Form of Convertible Note – Mathews - $1.00

 

8-K

 

7/25/14

 

10.2

 

 

 

10.15

 

Form of Convertible Note – Mathews - $0.35

 

8-K

 

7/25/14

 

10.1

 

 

 

10.16

 

Promissory Note dated July 21, 2014 - Mathews

 

8-K

 

7/25/14

 

10.2

 

 

 

10.17

 

Form of Employee Stock Option Agreement

 

 

 

 

 

 

 

Filed

 

10.18

 

Form of Director Stock Option Agreement

 

 

 

 

 

 

 

Filed

 

10.19

 

Form of Siegel Stock Option Agreement**

 

8-K

 

3/19/12

 

10.15

 

 

 

10.20

 

Form of Subscription Agreement – 2014 Private Placement

 

8-K

 

3/13/14

 

10.1

 

 

 

10.21

 

Form of Registration Rights Agreement – 2014 Private Placement

 

8-K

 

3/13/14

 

10.2

 

 

 

10.22

 

Form of Warrant – 2014 Private Placement

 

8-K

 

3/13/14

 

10.3

 

 

 

10.23

 

D’Anton Agreement – Loan Cancellation

 

S-1

 

2/11/13

 

10.34

 

 

 

10.24

 

Consulting Agreement – AEK Consulting

 

 

 

 

 

 

 

Filed

 

10.25

 

Form of Securities Purchase Agreement - Hillair

 

8-K

 

9/26/13

 

10.1

 

 

 

10.26

 

Form of 8% Original Issue Discount Secured Convertible Debenture due April 1, 2015 - Hillair

 

8-K

 

9/26/13

 

10.2

 

 

 

10.27

 

Form of Warrant - Hillair

 

8-K

 

9/26/13

 

10.3

 

 

 

10.28

 

Form of Security Agreement - Hillair

 

8-K

 

9/26/13

 

10.4

 

 

 

10.29

 

Form of Registration Rights Agreement- Hillair

 

8-K

 

9/26/13

 

10.5

 

 

 

10.30

 

Form of Subsidiary Guarantee - Hillair

 

8-K

 

9/26/13

 

10.6

 

 

 

10.31

 

Form of Subordination of Debt Agreement - Hillair

 

8-K

 

9/26/13

 

10.7

 

 

 

10.32

 

Form of Reduced Warrant Exercise Price Offer

 

 

 

 

 

 

 

Filed

 

10.33

 

Form of Agreement Not to Exercise

 

 

 

 

 

 

 

Filed

 

10.34

 

Consulting Agreement - Matte

 

 

 

 

 

 

 

Filed

 

21.1

 

Subsidiaries

 

S-1

 

2/11/13

 

21.1

 

 

 

31.1

 

Certification of Principal Executive Officer (302)

 

 

 

 

 

 

 

Filed

 

31.2

 

Certification of Principal Financial Officer (302)

 

 

 

 

 

 

 

Filed

 

32.1

 

Certification of Principal Executive and Principal Financial Officer (906)

 

 

 

 

 

 

 

Furnished ***

 

101.INS

 

XBRL Instance Document

 

 

 

 

 

 

 

Filed

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

Filed

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

Filed

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

Filed

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

Filed

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

Filed

 

———————

**

Management contract or compensation plan.


*** This exhibit is “furnished” and shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of those sections.


Copies of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to 探花视频app, Inc., 224 West 30th Street, Suite 604 New York, New York 10001 Attention: Corporate Secretary.