UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-Q
 

 
(Mark One)
 Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended SeptemberJune 30, 2016.2017.
 
 Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)

For the transition period from _______ to _______.
Commission file number: 000-27407
SPINE INJURY SOLUTIONS, INC.

(Name of Registrant in Its Charter)
Delaware
98-0187705
(State or Other Jurisdiction of Incorporation or(I.R.S. Employer Identification No.)
Organization) 

5225 Katy Freeway

Suite 600

Houston, Texas   77007

(Address of Principal Executive Offices)

(713) 521-4220

(Issuer’s Telephone Number, Including Area Code)

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

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

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

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of NovemberAugust 14, 2016,2017, there were 20,135,882,20,155,882 shares of the registrant’s common stock outstanding (the only class of voting common stock).

FORM 10-Q

TABLE OF CONTENTS

Note About Forward-Looking Statements
PART IFINANCIAL INFORMATION 
   
Item 1.3
   
 34
   
 45
   
 56
   
 67
   
Item 2.1315
   
Item 3.1517
   
Item 4.1517
   
PART IIOTHER INFORMATION 
   
Item 1A.1618
   
Item 2.1618
   
Item 6.1618
   
 1820
PART I   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

SPINE INJURY SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
  September 30,  December 31, 
  2016  2015 
  (Unaudited)    
ASSETS      
       
Current assets:      
Cash $130,139  $173,647 
Accounts receivable, net  1,536,008   1,301,124 
Prepaid expenses  18,500   159,250 
Inventories  148,419   75,460 
         
Total current assets  1,833,066   1,709,481 
         
Accounts receivable, net of allowance for doubtful accounts
     of $663,439 and $503,477 at September 30, 2016 and December 31, 2015
  2,920,581   3,399,896 
Property and equipment, net  78,061   78,937 
Intangible assets and goodwill, net  170,200   170,200 
         
Total assets $5,001,908  $5,358,514 
         
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current liabilities:        
Accounts payable and accrued liabilities $82,154  $100,457 
Due to related parties  42,827   29,400 
Line of credit  1,325,000   - 
Notes payable  300,000   500,000 
         
Total current liabilities  1,749,981   629,857 
         
Line of credit  -   1,145,000 
Notes payable and long-term debt  -   50,000 
         
Total liabilities  1,749,981   1,824,857 
         
Commitments and contingencies        
Stockholders’ equity:        
Common stock: $0.001 par value, 50,000,000 shares authorized, 
20,135,882 and 19,780,882 shares issued and outstanding at
September 30, 2016 and December 31, 2015, respectively
  20,136   19,781 
Additional paid-in capital  19,843,715   19,908,571 
Accumulated deficit  (16,611,924)  (16,394,695)
         
Total  stockholders’ equity  3,251,927   3,533,657 
         
Total liabilities and stockholders’ equity $5,001,908  $5,358,514 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


3NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Forward-looking statements may appear throughout this report, including without limitation, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and in our Annual Report on Form 10-K for the year ended December 31, 2016, and in particular, the risks discussed in our Form 10-K under the caption “Risk Factors” in Item 1A therein, and those discussed in other documents we file with the Securities and Exchange Commission (“SEC”). Important factors that in our view could cause material adverse effects on our financial condition and results of operations include, but are not limited to, risks associated with service demands and acceptance, our ability to expand, changes in healthcare practices, changes in technology, economic conditions, the impact of competition and pricing, government regulation and approvals and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. We undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
As used herein, the “Company,” “we,” “our,” and similar terms include Spine Injury Solutions, Inc. and its subsidiaries and predecessors, unless the context indicates otherwise.

 
SPINE INJURY SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSBALANCE SHEETS
 
  FOR THE THREE MONTHS ENDED SEPTEMBER 30,  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 
  2016  2015  2016  2015 
Net revenue $458,958  $512,763  $1,661,006  $1,497,234 
                 
Cost of providing services:                
Third party providers  15,556   27,618   129,793   168,806 
Related party providers  130,758   193,939   429,620   466,258 
                 
Total cost of providing services  146,314   221,557   559,413   635,064 
                 
Gross profit  312,644   291,206   1,101,593   862,170 
                 
Research and development expenses  18,862   89,512   38,709   265,510 
Operating, general and administrative expenses  459,126   409,532   1,240,058   1,370,781 
                 
 Loss from operations  (165,344)  (207,838)  (177,174)  (774,121)
                 
Other income and (expense):                
Other income  1,484   2,284   5,113   8,772 
Interest expense  (14,541)  (14,120)  (45,168)  (50,375)
                 
Total other income and (expense)  (13,057)  (11,836)  (40,055)  (41,603)
                 
Net loss $(178,401) $(219,674) $(217,229) $(815,724)
                 
Net loss per common share:                
Basic $(0.01) $(0.01) $(0.01) $(0.04)
Diluted $(0.01) $(0.01) $(0.01) $(0.04)
                 
Weighted average number of common shares outstanding:                
Basic  20,120,882   19,672,132   19,900,048   19,548,382 
Diluted  20,120,882   19,672,132   19,900,048   19,548,382 
  JUNE 30,  DECEMBER 31, 
  2017  2016 
ASSETS (Unaudited)    
       
Current assets:      
    Cash $84,679  $256,263 
Accounts receivable, net  1,356,683   1,395,200 
Prepaid expenses  27,750   9,250 
Inventories  192,328   183,898 
         
Total current assets  1,661,440   1,844,611 
         
        
Accounts receivable, net of allowance for doubtful accounts
of $844,645 and $958,185 at June 30, 2017 and
    December 31, 2016, respectively
  2,320,949   2,297,283 
Property and equipment, net  49,186   58,641 
Intangible assets and goodwill  170,200   170,200 
         
Total assets $4,201,775  $4,370,735 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current liabilities:        
Line of Credit $1,350,000  $1,275,000 
Notes Payable  250,000   300,000 
Accounts payable and accrued liabilities  52,504   82,523 
Due to related parties  35,877   - 
         
Total current liabilities  1,688,381   1,657,523 
         
Total liabilities  1,688,381   1,657,523 
         
Commitments and contingencies        
         
Stockholders’ equity:        
Common stock: $0.001 par value, 50,000,000 shares authorized, 
20,155,882 and 20,135,882 shares issued and outstanding at
June 30, 2017 and December 31, 2016, respectively
  20,156   20,136 
Additional paid-in capital  19,848,796   19,843,716 
Accumulated deficit  (17,355,558)  (17,150,640)
         
         Total  stockholders’ equity  2,513,394   2,713,212 
         
       Total liabilities and stockholders’ equity $4,201,775  $4,370,735 
 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4

 
SPINE INJURY SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

  
FOR THE THREE MONTHS
ENDED JUNE 30,
  
FOR THE SIX MONTHS
ENDED JUNE 30,
 
  2017  2016  2017  2016 
Net revenue $426,064  $534,784  $927,227  $1,202,048 
                 
Cost of providing services                
Third party providers  6,848   56,165   18,872   114,237 
Related party providers  133,735   128,624   278,515   298,862 
                 
Total cost of providing services  140,583   184,789   297,387   413,099 
                 
Gross profit  285,481   349,995   629,840   788,949 
                 
Research and development expenses  12,203   13,698   12,203   19,847 
Operating, general and administrative expenses  417,467   414,419   799,495   780,932 
                 
 Loss from operations  (144,189)  (78,122)  (181,858)  (11,830)
                 
Other income and (expense):                
Other income  2,229   1,332   3,571   3,629 
Interest expense  (13,569)  (15,197)  (26,631)  (30,627)
                 
Total other income and (expense)  (11,340)  (13,865)  (23,060)  (26,998)
                 
Net loss $(155,529) $(91,987) $(204,918) $(38,828)
                 
Net loss per common share:                
Basic and diluted $(0.01) $(0.00) $(0.01) $(0.00)
                 
Weighted average number of common shares outstanding:                
Basic and diluted  20,149,882   20,005,882   20,145,882   19,893,382 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5

SPINE INJURY SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
  
FOR THE SIX MONTHS ENDED
JUNE 30,
 
 2016  2015  2017  2016 
Cash flows from operating activities:            
Net loss $(217,229) $(815,724) $(204,918) $(38,828)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
        
Adjustments to reconcile net loss to net cash
used in operating activities:
        
Provision for bad debt  183,338   180,000   120,000   123,338 
Stock based compensation  85,500   136,233   5,100   69,500 
Depreciation and amortization expense  15,969   17,883   9,455   9,639 
Changes in operating assets and liabilities:                
Accounts receivable, net  61,093   168,302   (105,149)  (122,019)
Inventories  (88,053)  (61,816)  (8,430)  12,175 
Prepaid expenses  (9,250)  14,590 
Related party receivables/payables  13,427   13,918 
Prepaid expenses and other assets  (18,500)  (24,250)
Due to related party  35,877   (29,400)
Accounts payable and accrued liabilities  (18,303)  (48,923)  (30,019)  (29,488)
                
Net cash provided by (used in) operating activities  26,492   (395,537)
        
Cash flows from investing activities:        
Purchase of equipment  -   (13,025)
        
Net cash used in investing activities  -   (13,025)
Net cash used in operating activities  (196,584)  (29,333)
                
Cash flows from financing activities:                
Payment of notes payable and long-term debt  (250,000)  (350,000)  (50,000)  - 
Net proceeds from line of credit  180,000   600,000 
Proceeds (repayments of) from line of credit, net  75,000   (20,000)
                
Net cash (used in) provided by financing activities  (70,000)  250,000 
Net cash provided by (used in) financing activities  25,000   (20,000)
                
Net decrease in cash and cash equivalents  (43,508)  (158,562)  (171,584)  (49,333)
                
Cash and cash equivalents at beginning of period  173,647   358,052   256,263   173,647 
Cash and cash equivalents at end of period $130,139  $199,490  $84,679  $124,314 
                
Non-cash financing activities:        
Transfer of inventory to property and equipment $15,093  $- 
        
Supplemental cash flow information:        
Supplementary cash flow information:        
Interest paid $44,499  $49,492  $26,631  $30,627 
Taxes paid $-  $-  $-  $- 
 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
56


SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  DESCRIPTION OF BUSINESS

Spine Injury Solutions Inc. (the “Company”, “we” or “us”) was incorporated under the laws of Delaware on March 4, 1998.  We changed our name from Spine Pain Management Inc. to Spine Injury Solutions, Inc. on SeptemberOctober 1, 2015.  We have two wholly-owned subsidiaries, Quad Video Halo, Inc. which holds certain assets associated with our Quad Video Halo (“QVH”) business, and Gleric Holdings, LLC which holds certain intangible assets.

We are a technology, marketing, management, billing, and collection company facilitating diagnostic services for patients who have sustained spine injuries. In addition, we are developing QVH programs to assist surgeons and other healthcare providers with treatment documentation in specialized areas, such as spine injuries and regenerative medicine.resulting from traumatic accidents.  We deliver turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers who treatfor necessary and appropriate treatment of musculo-skeletal spine injuries.injuries resulting from automobile and work-related accidents.  Our goal is to become a leader in providing technology and monetizingmanagement services to spine and orthopedic surgeons and other healthcare providers.providers to facilitate proper treatment of their injured clients.  By monetizingpre-funding the providers’providers accounts receivable, which includes diagnostic testing and non-invasive surgical care, patients are not unnecessarily delayed or prevented from obtaining needed treatment.  By facilitating early treatment through affiliated doctors, we believe that health conditions can be prevented from escalating and injured victims can be quickly placed on the road to recovery.  Through our affiliate system, we facilitate spine surgeons, orthopedic surgeons and other healthcare providers to provide reasonable, necessary, and appropriate treatments to patients with musculo-skeletal spine injuries. We assist the centers that provide the spine diagnostic injections and treatment and pay the doctors a fee for the medical procedures they performed. After a patient is billed for the procedures performed by the affiliated doctor, we take control of the patients’ unpaid bill and oversee collection. In most instances, the patient is a plaintiff in an accident case, where the patient is represented by an attorney. Typically, the defendant (and/or the insurance company of the defendant) in the accident case pays the patient’s bill upon settlement or final judgment of the accident case. The payment to us is made through the attorney of the patient. In most cases, we must agree to the settlement price and the patient must sign off on the settlement. Once we are paid, the patient’s attorney can receive payment for his or her legal fee.

We currently are providing technology and/or collection services to fiveaffiliated with three spine injury diagnostic centers in the United States, which are located in Houston, Texas; Odessa, Texas; and Tyler, Texas; El Paso,Texas. An affiliation with a center in Lubbock, Texas and Dallas, Texas.was added in 2017, but will not become active until third quarter of 2017.  We are seeking additional funding for expansion by way of reasonable debt financing to accelerate future development.  In connection with this strategy, we plan to offer our technology toopen additional diagnostic centers in new market areas that are attractive under our business model, assuming adequate funds are available.

We own a patented device and process by which a video recording system is attached to a fluoroscopic x-ray machine, the “four camera technology,” which we believe can attract additional physicians and patients, and provide us with additional revenue streams with our new programs designed to assist in treatment documentation.  We have refined the technology, through research and development, resulting in a fully commercialized Quad Video Halo System 3.0.  Using this technology, diagnostic and treatment procedures are recorded from four separate video feeds that capture views from both inside and outside the body, and a video is made which is given to the patient’s representative to verify the treatment received.  We believe the Quad Video Halo (“QVH”) can attract additional physicians and patients and provide us with additional revenue streams using our new programs designed to assist in treatment documentation.   Additionally, we anticipate independent medical representatives will sell Quad Video HaloQVH units to additionalnew hospitals and clinics.

In September 2014, we created a wholly owned subsidiary, Quad Video Halo, Inc.  The purpose of this entity is to hold certain company assets in connection with the QVH units.  
NOTE 2.  GOING CONCERN CONSIDERATIONS

Since our inception in 1998, until commencement of our spine injury diagnostic operations in August, 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit from operations of $15,004,698 as of December 31, 2009.  Since that time, our accumulated deficit has increased $1,607,226$2,350,860 to $16,611,924$17,355,558 as of SeptemberJune 30, 2016.2017. We plan to increase our operating expenses as we increase our service development, marketing efforts and brand building activities. We also plan to increase our general and administrative functions to support our growing operations. We will need to generate significant revenues to achieve our business plan. Our continued existence is dependent upon our ability to successfully execute our business plan, as well as our ability to increase revenue from services and obtain additional capital from borrowing and selling securities, as needed, to fund our operations. There is no assurance that additional capital can be obtained or that it can be obtained on terms that are favorable to us and our existing stockholders.  Any expectation of future profitability is dependent upon our ability to expand and develop our healthcare services business, of which there can be no assurances.

67


SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  CRITICAL ACCOUNTING POLICIES

The following are summarized accounting policies considered to be critical by our management:

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, we believe that the disclosures are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 20152016 Annual Report as filed on Form 10-K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly our financial position with respect to the interim condensed consolidated financial statements and the results of ourits operations for the interim period ended SeptemberJune 30, 2016,2017, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.

Basis of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Spine Injury Solutions, Inc. and its wholly owned subsidiaries,subsidiary, Quad Video Halo, Inc. and Gleric Holdings, LLC. All material intercompany balances of transactions have been eliminated upon consolidation.

Accounting Method
 
Our financial statements are prepared using the accrual basis of accounting in accordance with U.S. GAAP.

Use of Estimates
 
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of our condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of our financial position and results of operations.

Revenue Recognition
 
Revenues are recognized in accordance with SEC staff accounting bulletin, Topic 13, Revenue Recognition, which specifies that only when persuasive evidence offor an arrangement exists; the fee is fixed or determinable; and collection is reasonably assured can revenue be recognized.
 
Persuasive evidence of an arrangement is obtained prior to services being rendered when the patient completes and signs the medical and financial paperwork.  Delivery of services is considered to have occurred when medical diagnostic services are provided to the patient.  The price and terms for the services are considered fixed and determinable at the time that the medical services are provided and are based upon the type and extent of the services rendered.  Our credit policy has been established based upon extensive experience by management in the industry and has been determined to ensure that collectability is reasonably assured.  Payment for services are primarily made to us by a third party and the credit policy includes terms of net 240 days for collections; however, collections occur upon settlement or judgment of cases (see Note 4).
7

SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments
 
Cash, accounts receivable, accounts payable and accrued liabilities, and notes payable, as reflected in the condensed consolidated financial statements, approximates fair value.  Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
8

SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Cash and Cash Equivalents

Cash and cash equivalents consist of liquid investments with original maturities of three months or less.  Cash equivalents are stated at cost, which approximates fair value.  We maintain cash and cash equivalents in banks which at times may exceed federally insured limits. We have not experienced any losses on these deposits.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method, whereas market is based on the net realizable value. All inventories at June 30, 2017 and December 31, 2016 are classified as finished-goods and consist of our Quad Video Halo units.

Property and Equipment

Property and equipment are carried at cost.  When retired or otherwise disposed of, the related carrying cost and accumulated depreciation are removed from the respective accounts, and the net difference, less any amount realized from the disposition, is recorded in operations.  Maintenance and repairs are charged to operating expenses as incurred. Costs of significant improvements and renewals are capitalized.

Property and equipment consists of computers and equipment and are depreciated over their estimated useful lives of three to five years, using the straight-line method.

Intangible Assets and Goodwill

Intangible assets acquired are initially recognized at cost. Intangible assets acquired in a business combination are recognized at their estimated fair value at the date of acquisition. Intangibles with a finite life are amortized, ratably, based on the contractual terms of the associated agreements.

Goodwill recognized in a business combination is subjective and represents the value of the excess amount given to the acquired company above the estimated fair market value of the identifiable net assets on the acquisition date. Each year, during the fourth quarter, theThe goodwill amount is reviewed to determine if anytested for impairment has occurred.when events or circumstances indicate the asset might be impaired, but at least annually.  Impairment occurs when the original amount of goodwill exceeds the value of the expected future net cash flows from the business acquired.  As of SeptemberJune 30, 20162017 and December 31, 2015,2016, no impairment to the asset was determined to have occurred.
 
Long-Lived Assets
 
We periodically review and evaluate long-lived assets such as intangible assets, when events and circumstances indicate that the carrying amount of these assets may not be recoverable. In performing our review for recoverability, we estimate the future cash flows expected to result from the use of such assets and its eventual disposition. If the sum of the expected undiscounted future operating cash flows is less than the carrying amount of the related assets, an impairment loss is recognized in the condensed consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of such assets over the fair value calculated using discounted expected future cash flows. At SeptemberJune 30, 20162017 and December 31, 2015,2016, no impairment of the long-lived assets was determined to have occurred.
 
Concentrations of Credit Risk

Assets that expose us to credit risk consist primarily of cash and accounts receivable. Our accounts receivable are from a diversified customer base and, therefore, we believe the concentration of credit risk is minimal. We evaluate the creditworthiness of customers before any services are provided.  We record a discount based on the nature of our business, collection trends, and an assessment of our ability to fully realize amounts billed for services.  Additionally, we have established an allowance for doubtful accounts in the amount of $663,439$844,645 and $503,477,$958,185, at SeptemberJune 30, 20162017 and December 31, 2015,2016, respectively.
9

SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
Stock Based Compensation
 
We account for the measurement and recognition of compensation expense for all share-based payment awards made to employees directors and consultants,directors, including employee stock options, based on estimated fair values.  Under authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), companies are required to estimate the fair value or calculated value of share-based payment awards on the date of grant using an option-pricing model.  The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in our condensed consolidated statements of operations.  We use the Black-Scholes Option Pricing Model to determine the fair valuefair-value of stock-based awards.  During the ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, we recognized compensation expense related to our stock options of $6,200 and $0, respectively. We also recognized compensation and consulting expense for issuances of our common stock in exchange for services of $79,300$5,100 and $136,233 during the nine months ended September 30, 2016 and 2015, respectively, and $9,800 and $37,500 for the three months ended September 30, 2016 and 2015,$69,500, respectively.
8


 SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes
 
We account for income taxes in accordance with the liability method. Under the liability method, deferred assets and liabilities are recognized based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.

Uncertain Tax Positions
 
Accounting Standards Codification “ASC” Topic 740-10-25 defines the minimum threshold a tax position is required to meet before being recognized in the financial statements as “more likely than not” (i.e., a likelihood of occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.
 
We are subject to ongoing tax exposures, examinations and assessments in various jurisdictions. Accordingly, we may incur additional tax expense based upon the outcomes of such matters. In addition, when applicable, we will adjust tax expense to reflect our ongoing assessments of such matters which require judgment and can materially increase or decrease our effective rate as well as impact operating results.

Under ASC Topic 740-10-25, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g. resolution due to the expiration of the statute of limitations) or are not expected to be paid within one year are not classified as current. We recordhave recently adopted a policy of recording estimated interest and penalties as income tax expense and tax credits as a reduction in income tax expense. For the three and ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, we recognized no estimated interest or penalties as income tax expense.

With few exceptions, we are no longer subject to federal or state income tax examinations for years before 2012.

Legal Costs and Contingencies
 
In the normal course of business, we incur costs to hire and retain external legal counsel to advise us on regulatory, litigation and other matters. We expense these costs as the related services are received.
 
If a loss is considered probable and the amount can be reasonably estimated, we recognize an expense for the estimated loss. If we have the potential to recover a portion of the estimated loss from a third party, we make a separate assessment of recoverability and reduce the estimated loss if recovery is also deemed probable.  As of September 30, 2016 and December 31, 2015, we recognized no estimated or contingent losses.

Net LossEarnings (Loss) per Share

Basic and diluted net lossearnings (loss) per common share is presented in accordance with ASC Topic 260, “Earnings per Share,” for all periods presented. During the three and ninesix months ended SeptemberJune 30, 20162017 and 2015,2016, common stock equivalents from outstanding stock options, warrants and convertible debt have been excluded from the calculation of the diluted lossearnings (loss) per share in the condensed consolidated statements of operations, because all such securities were anti-dilutive.  The net lossearnings (loss) per share is calculated by dividing the net lossincome (loss) by the weighted average number of shares outstanding during the periods.

910

 
SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements

In May 2014, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606).  This ASU is designed to create greater comparability for financial statement users across industries and jurisdictions.  The provisions of ASU No. 2014-09 include a five-step process by which entities will recognize revenue to depict the transfer of goodsgood or services to customers in amounts that reflect the payment to which an entity expects to be entitled in exchange for those goods or services.  The standard also will require enhanced disclosures, provide more comprehensive guidance for transactions such as service revenue and contract modifications, and enhance guidance for multiple-element arrangements.  In July 2015, the FASB issued ASU NoNo. 2015-14 which delayed the effective date of ASU No. 2014-09 by one year (effective for annual periods beginning after December 15, 2017).  Early adoption is not permitted.  We are currently reviewing the effect of ASU No. 2014-09 on our revenue recognition and have not yet determined the method with which we will adopt the standard in 2018.

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period. This new accounting guidance under ASC 718, Compensation – Stock Compensation, provides explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a non-vesting condition that affects the grant-date fair value of an award. The guidance will become effective prospectively for fiscal years and interim reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of ASU 2014-12 did not have a significant impact on the Company’s condensed consolidated financial position, results of operations or disclosures.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern. The amendments in ASU 2014-15 are intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosure. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting entity will continue to operate as a going concern, except in limited circumstances. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an entity’s management with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by entities today in the financial statement footnotes. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a significant impact on the Company’s condensed consolidated financial position, results of operations or disclosures.

In January 2015, the FASB issued ASU No. 2015-01, Income Statement – Extraordinary and Unusual Items (Subtopic 225-20): Simplified Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This ASU eliminates from U.S. GAAP the concept of extraordinary items. Subtopic 225-20, Income statement – Extraordinary and Unusual Items, requires that an entity separately classify, present and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. ASU No. 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments of ASU No. 2015-01 can be applied prospectively or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The adoption of ASU No. 2015-01 did not have a significant impact on the Company’s condensed consolidated financial position, results of operations or disclosures.

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. ASU No. 2015-02 focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB ASC and improves current GAAP by: (1) Placing more emphasis on risk of loss when determining a controlling financial interest. A reporting organization may no longer have to consolidate a legal entity in certain circumstances based solely on its fee arrangement, when certain criteria are met; (2) Reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity; and (3) Changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or variable interest entities. ASU No. 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU No. 2015-02 did not have a significant impact on the Company’s condensed consolidated financial position, results of operations and disclosures.
10


SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 are intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU No. 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. The adoption of ASU 2015-03 did not have a significant impact on the Company’s condensed consolidated financial position, results of operations or disclosures.


In February 2016, the FASB issued ASU No. 2016-02, Leases,, which requires lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, , which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under ASU No. 2016-02, lessor accounting is largely unchanged. ASU No. 2016-02 is effective for fiscal years beginning after December 15, 2018 with early application permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounted for leases expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Management has determined that based on current accounting and lease contract information the adoption of ASU No. 2016-02 is currentlynot expected to have a significant impact on the Company’s consolidated financial position, results of operations and disclosures.  However, management is continually evaluating the future impact of ASU No. 2016-02 based on changes in the Company’s consolidated financial statements through the period of adoption.

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU No. 2016-12 provides narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. The amendment also provides a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers and are expected to reduce the judgment necessary to comply with Topic 606. The effective date and transition requirements for ASU No. 2016-12 are the same as the effective date and transition requirements for ASU No. 2014-09. We have initiated the accumulation of our customer contracts in order to gather data for the purpose of assisting management to determine the effect of ASU No. 2016-12 on our revenue recognition and have not yet determined the effect of ASU No. 2016-12 on the Company’s condensed consolidated financial position, results of operations and disclosures.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 eliminates the probable initial recognition threshold in current generally accepted accounting principles (“GAAP”) and, instead, requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU No. 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU No. 2016-13 is effective for annual periods beginning after December 15, 2020, with early application permitted in annual periods beginning after December 15, 2018. The amendments of ASU No. 2016-13 should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Management is currently evaluating the future impact of ASU No. 2016-13 on the Company’s consolidated financial position, results of operations and disclosures.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. ASU No. 2016-20 allows entities not to make quantitative disclosures about remaining performance obligations in certain cases and require entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. The amendment also clarifies narrow aspects of ASC 606, including contract modifications, contract costs, and the balance sheet classification of items as contract assets versus receivables, or corrects unintended application of the guidance. The effective date and transition requirements for ASU No. 2016-20 are the same as the effective date and transition requirements for ASU No. 2016-09. We have initiated the accumulation of our customer contracts in order to gather data for the purpose of assisting management to determine the effect of ASU No. 2016-20 on our revenue recognition and have not yet determined the effect of ASU No. 2016-20 on our consolidated financial position, results of operations and disclosures.

11

SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of a business or as acquisitions (or disposals) of assets. ASU No. 2017-01 is effective for annual periods beginning after December 15, 2018, with early adoption permitted under certain circumstances. The amendments of ASU No. 2017-01 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-01 on the Company’s consolidated financial position, results of operations and disclosures.
In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. The amendments in this update relate to disclosures of the impact of recently issued accounting standards. The SEC staff’s view that a registrant should evaluate ASC updates that have not yet been adopted to determine the appropriate financial disclosures about the potential material effects of the updates on the financial statements when adopted. If a registrant does not know or cannot reasonably estimate the impact of an update, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact. The staff expects the additional qualitative disclosures to include a description of the effect of the accounting policies expected to be applied compared to current accounting policies. Also, the registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. The amendments specifically addressed recent ASC amendments to ASU No. 2016-13, Financial Instruments – Credit Losses, ASU No. 2016-02, Leases, and ASU No. 2014-09, Revenue from Contracts with Customers, although, the amendments apply to any subsequent amendments to guidance in the ASC. ASU No. 2017-03 is effective upon issuance and did not have a significant impact on the Company’s consolidated financial position, results of operations and disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update relate to the impairment test performed annually or interim.  The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable.  The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments of ASU No. 2017-04 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-04 on the Company’s consolidated financial position, results of operations and disclosures.

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this update provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718.  ASU No. 2017-09 is effective for annual periods, including interim periods, beginning after December 15, 2017, with early adoption permitted for interim periods of public business entities within reporting periods for which financial statements have not yet been issued.  The amendments of ASU No. 2017-09 should be applied prospectively as of the beginning of the period of adoption. Management is currently evaluating the future impact of ASU No. 2017-09 on the Company’s consolidated financial position, results of operations and disclosures.

NOTE 4.  ACCOUNTS RECEIVABLE

We recognize revenue and accounts receivable in accordance with SEC staff accounting bulletin, Topic 13, “Revenue Recognition”,Recognition,” which requires persuasive evidence that a sales arrangement exists; the fee is fixed or determinable; and collection is reasonably assured before revenue is recognized. We manage certain spine injury diagnostic centers where independent healthcare providers perform medical services for patients. We pay the healthcare providers a fixed rate for medical services performed. The patients are billed by the healthcare provider based on Current Procedural Terminology (“CPT”) codes for the medical procedure performed. CPT codes are numbers assigned to every task and service a medical practitioner may provide to a patient including medical, surgical and diagnostic services. CPT codes are developed, maintained and copyrighted by the American Medical Association. Patients are billed at the normal billing amount, based on national averages, for a particular CPT code procedure. We take control of the patients’ unpaid bills.
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SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Revenue and corresponding accounts receivable are recognized by reference to “net revenue” and “accounts receivable, net” which is defined as gross amounts billed using CPT codes less account discounts that are expected to result when individual cases are ultimately settled. While we do collect 100% of the accounts on some patients, our historical collection rate is used to calculate the carrying balance of the accounts receivable and the estimated revenue to be recorded.  A discount rate of 48%, based on payment history, was used to reduce revenue to 52%, of CPT code billings (“gross revenue”) during the three and ninesix months ended SeptemberJune 30, 2016. The discount rate was 52% for the three2017 and nine months ended September 30, 2015, which reduced revenue to 48% of gross revenue.2016.

The patients who receive medical services at the diagnostic centers are typically patients involvedplaintiffs in auto accidents or work injuries. The patient completes and signs medical and financial paperwork, which includes an acknowledgement of the patient’s responsibility of payment for the services provided. Additionally, the paperwork should include an assignment of benefits.accident lawsuits. The timing of collection of receivables varies dependingis dependent on patient sourcesthe timing of payment.a settlement or judgment of each individual case associated with these patients.  Historical experience, through 2015,2016, demonstrated that the collection period for individual cases may extend for two years or more. Accordingly, we have classified receivables as current or long term based on our experience, which indicates that as of SeptemberJune 30, 20162017 and December 31, 2015 that2016, 30% and 25%, respectively, of cases will be collectedsubject to a settlement or judgment within one year of a medical procedure.

NOTE 5.  DUE TO RELATED PARTIES

We have an agreement with NSO, which is 100% owned by our Chief Executive Officer, William Donovan, M.D., to provide medical services as our independent contractor at the Houston and Odessa spine injury diagnostic centers. For the six months ended June 30, 2017 and 2016, we expensed $278,515 and $298,862 related to services provided by NSO. As of June 30, 2017 and December 31, 2016, we had balances payable to NSO of $35,877 and $0, respectively. This outstanding payable is non-interest bearing, due on demand and does not follow any specific repayment schedule. We do not directly pay Dr. Donovan (in his individual capacity as a physician) any fees in connection with NSO. However, Dr. Donovan is the sole owner of NSO, and we pay NSO under the terms of our agreement.  

NOTE 5.6. STOCKHOLDERS’ EQUITY

Common StockIn January 2017, we issued 10,000 shares of common stock to a consultant for services, valued at $0.21 per share. In May 2017, we issued 10,000 shares of common stock to a consultant for services, valued at $0.30 per share. A total of $3,000 and  $5,100, which was recognized as compensation expense during the three and six months ended June 30, 2017, respectively.

During the ninethree and six months ended SeptemberJune 30, 2016, we issued an aggregate of 200,000 and 300,000 shares, respectively, of common stock valued at $0.30 per share, in connection with a financing agreement with a director of the Company for his assistance in obtaining aour line of credit. The 300,000200,000 shares of common stock issued during the ninethree months ended SeptemberJune 30, 2016, includes 100,000 shares that vested during the fourth quarter of 2015. Accordingly, the associated expense of $30,000 was expensed during 2015. During the ninethree and six months ended SeptemberJune 30, 2016, we expensed the remaining$30,000 and $60,000, respectively, related to the financing agreement. At June 30, 2016, unrecognized expense associated with this agreement pursuant tototaled $5,000.

During the agreement’s vesting schedule, which is includedsix months ended June 30, 2016, we issued 25,000 shares of common stock, valued at $0.38 per share, in operating, general and administrative expensesconnection with a consulting agreement. The total value of $9,500 was recognized as consulting expense in the accompanying condensed consolidated statements of operations. For the three months ended September 30, 2016, there were no issuances of stock related to this agreement. As of September 30, 2016, there was no unrecognized expense associated with the financing agreement.

11


SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three and nine months ended September 30, 2016, we issued 30,000 and 55,000 shares of common stock, respectively, valued at $0.33 and $0.35 per share, respectively, in connection with employment agreements and consulting agreements. During the three and nine months ended September 30, 2016, we expensed $9,800 and $19,300, respectively, in connection with these agreements which is included in operating, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2016, there was no unrecognized expense associated with these agreements.

Stock Options

During the three and nine months ended September 30, 2016 and 2015, we recognized $6,200 and $0, respectively, in compensation expense associated with stock options, which is included in operating, general and administrative expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2016, there was no additional unamortized stock option compensation expense.
NOTE 6. RELATED PARTY TRANSACTIONS

We have an agreement with NSO, which is 100% owned by our Chief Executive Officer, William Donovan, M.D., to provide medical services as our independent contractor at the Houston and Odessa spine injury diagnostic centers. For the quarter ended September 30, 2016 and 2015, we expensed $130,758 and $193,939 related to services provided by NSO.  For the nine months ended September 30, 2016 and 2015, we expensed $429,620 and $466,258, respectively.  As of September 30, 2016 and December 31, 2015, we had a balance due to NSO of $42,827 and $29,400, respectively. We do not directly pay Dr. Donovan (in his individual capacity as a physician) any fees in connection with NSO. However, Dr. Donovan is the sole owner of NSO, and we pay NSO under the terms of our agreement.  

During the nine months ended September 30, 2016, we issued 300,000 shares of our common stock to Peter Dalrymple, our director, under the terms of a financing agreement to assist us in obtaining a line of credit. We recognized consulting expense of $0 and $60,000operations during the three and nine months ended September 30, 2016 in connection with the agreement.first quarter of 2016.

NOTE 7.  NOTES PAYABLE

Convertible and secured notes payable

On August 29, 2012, we issued Peter Dalrymple, a director of the Company, a $1,000,000 three-year secured promissory note bearing interest at 12% per year.year, with thirty-five monthly payments of interest commencing on September 29, 2013, and continuing thereafter on the 29th day of each successive month throughout the term of the promissory note.  Under the terms of the secured promissory note, the holder received a detachable warrant to purchase 333,333 shares of our common stock at the price of $1.60 per share that was to expire on August 29, 2015; however, the promissory note was extended as described below.  This promissory note is secured by $3,000,000 in gross accounts receivable.  On the maturity date, one balloon payment of the entire outstanding principal amount plus any accrued and unpaid interest is due.
13

SPINE INJURY SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On August 20, 2014, in connection withwe entered into a financing agreementFinancing Agreement with Mr. Dalrymple whereby, he agreed to assist us in obtaining financing in the form of a $2,000,000 revolving line of credit (see Line of Credit below) from a commercial lender and provide a personal guaranty of the line of credit. Under the terms of the Financing Agreement, upon finalization of the line of credit with Wells Fargo Bank on September 8, 2014, we (i) extended the term of the $1,000,000 promissory note, was amended to extend the termdiscussed above, by one year to mature on August 29, 2016, and(ii) reduced the interest rate was reducedon the promissory note to 6%. To, (iii) extended the expiration date a totalon the warrants issued in connection with the promissory note by one year to an expiration date of $750,000August 29, 2016 and (iv) used $500,000 of advances under the line of credit with Wells Fargo (as described below) has been used as payment of principal and interest on the promissory note. In August 2016, the note was amended to extend the maturity date to August 29, 2017 and the expiration date of the warrants was also extended to August 29, 2017. As of SeptemberJune 30, 2017 and December 31, 2016, the note hashad a principal balance of $250,000.  For the nine months ended September 30, 2016 and 2015, we recorded interest expense of $21,250 and $22,500, respectively, related to the note. For the three months ended SeptemberJune 30, 20162017 and 2015, we recorded interest expense of $6,250 and $7,500, respectively, related to the note.

In June 2013, we extended the maturity date of a $50,000 third party note originally due March 9, 2015 to a maturity date of March 9, 2017 in exchange for warrants to purchase 50,000 shares at $0.45 per share. For the nine months ended September 30, 2016, and 2015, we recorded $3,750 each period,and $8,750, respectively, in interest expense related to this note. For the threesix months ended SeptemberJune 30, 20162017 and 2015,2016, we recorded $1,250, each period,$8,486 and $15,000, respectively, in interest expense related to this note.

Line of CreditNOTE 8.  LINE OF CREDIT

On September 3, 2014, we entered into a $2,000,000 revolving line of credit agreement with Wells Fargo Bank, N.A. Outstanding principal on the line of credit bears interest at the 30 day30-day London Interbank Offered Rate (“LIBOR”) plus 2%, resulting in an effective rate of 2.50%3.2% at SeptemberJune 30, 2016.2017.  The line of credit matures on August 31, 2017 and is personally guaranteed by PeterMr. Dalrymple, a director of the Company. As of SeptemberJune 30, 20162017 and December 31, 2015,2016, outstanding borrowings under the line of credit totaled $1,325,000$1,350,000 and $1,145,000, respectively. For the nine months ended September 30, 2016 and 2015, we recorded interest expense of $20,168 and $12,575,$1,275,000 respectively. For the three months ended SeptemberJune 30, 20162017 and 2015,2016, we recorded $9,819 and $6,446, respectively, in interest expense of $7,041related to this note. For the six months ended June 30, 2017 and $5,370, respectively.2016, we recorded $18,145 and $13,126, respectively, in interest expense related to this note.

NOTE 8.9.  INCOME TAXES

We have not made a provision for (benefit from) income taxes for the three and ninesix months ended SeptemberJune 30, 2017 or 2016, and 2015, which reflects our valuation allowance established against our benefits from net operating loss carryforwards.

NOTE 10.  SUBSEQUENT EVENTS

On August 10, 2017, the Board of Directors appointed Jeffrey A. Cronk, D.C. as our Chief Operating Officer.  Mr. Cronk will also continue to serve on the Board of Directors.  His compensation will be $5,000 per month. In addition the Board is in discussion with Dr. Cronk to grant him additional compensation to be determined.



ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements asand the related notes to the financial statements included in this Form 10-Q.
Critical Accounting Policies
See Note 3 of September 30, 2016the accompanying notes to unaudited condensed consolidated financial statements, which note is incorporated herein by reference.
Management Overview
We are a technology, marketing, management, billing, and collection company facilitating diagnostic services for patients who have sustained spine injuries resulting from traumatic accidents.  We deliver turnkey solutions to spine surgeons, orthopedic surgeons and other healthcare providers for necessary and appropriate treatment of musculo-skeletal spine injuries resulting from automobile and work-related accidents.  Our goal is to become a leader in providing management services to spine and orthopedic surgeons and other healthcare providers to facilitate proper treatment of their injured clients.  By pre-funding the providers accounts receivable, which includes diagnostic testing and non-invasive surgical care, patients are not unnecessarily delayed or prevented from obtaining needed treatment.  By facilitating early treatment through affiliated doctors, we believe that health conditions can be prevented from escalating and injured victims can be quickly placed on the road to recovery.  Through our affiliate system, we facilitate spine surgeons, orthopedic surgeons and other healthcare providers to provide reasonable, necessary, and appropriate treatments to patients with musculo-skeletal spine injuries. We assist the centers that provide the spine diagnostic injections and treatment and pay the doctors a fee for the medical procedures they performed. After a patient is billed for the procedures performed by the affiliated doctor, we take control of the patients’ unpaid bill and oversee collection. In most instances, the patient is a plaintiff in an accident case, where the patient is represented by an attorney. Typically, the defendant (and/or the insurance company of the defendant) in the accident case pays the patient’s bill upon settlement or final judgment of the accident case. The payment to us is made through the attorney of the patient. In most cases, we must agree to the settlement price and the patient must sign off on the settlement. Once we are paid, the patient’s attorney can receive payment for his or her legal fee.
We continue to further refine and market our Quad Video Halo. We anticipate that we will begin recognizing additional revenue from sales of the QVH during the third quarter of 2017.
Results of Operations
The unaudited financial statements for the three and ninesix months ended SeptemberJune 30, 20162017 and 20152016 have been prepared in accordance with accounting principles generally accepted in the United States of AmericaU.S. GAAP for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of SeptemberJune 30, 20162017 and the results of operations and cash flows for the periodsthree and six months ended SeptemberJune 30, 20162017 and 2015. The financial data and other information disclosed in these notes to the interim condensed consolidated financial statements related to these periods are unaudited.2016. The results for the three and ninesix months ended SeptemberJune 30, 20162017 are not necessarily indicative of the results to be expected for any subsequent quarter or of the entire year ending December 31, 2016.
2017.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of AmericaU.S. GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 20152016 as included in our previously filed report on Form 10-K.
As noted earlier in the description of the business in Note 1 of the Notes to Condensed Consolidated Financial Statements, we own a video recording system known as the Quad Video Halo System 3.0 (“QVH”).  We have expended funds in this quarter for further development and marketing of this system.  We anticipate that we will begin recognizing additional revenue from sales of the QVH during the third quarter of 2017.
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Comparison of the three month period ended SeptemberJune 30, 20162017 with the three month period ended SeptemberJune 30, 2015.
2016.
We recorded $782,276$730,894 in gross revenue for the three months ended SeptemberJune 30, 2016,2017, offset by $323,318$304,830 of the expected settlement discount resulting in net revenue of $458,958.$426,064.  For the same period in 2015,2016, gross revenue was $1,110,533,$892,926, offset by $597,770$358,142 of expected settlement discount, resulting in net revenue of $534,784.  Revenue was negatively affected by the reduced case volume of the Tyler affiliate who saw revenue drop $105,674 from 2016. For the three months ended June 30, 2017, we worked with three spine injury diagnostic centers: Houston, Texas; Tyler, Texas and Odessa, Texas. Lubbock, Texas will become active in the third quarter of 2017. Service cost was $140,583 for the three months ended June 30, 2017 compared to $184,789 for the same period in 2016. The decrease in service cost is attributable to the lower case volume in Houston and the reduced revenue of the Tyler affiliate.
During the three months ended June 30, 2017, we incurred $417,467 of operating, general and administrative expenses compared to $414,419 for the same period in 2016.  Operating, general and administrative expenses were flat for the 2017 quarter compared to 2016. There was research and development costs of $12,203 during the quarter ended June 30, 2017 as compared to $13,698 in 2016

As a result of the foregoing, we had a net loss of $155,529 for the three months ended June 30, 2017, compared to a net loss of $91,987 for the three months ended June 30, 2016.

Comparison of the six month period ended June 30, 2017 with the six month period ended June 30, 2016.

We recorded $1,562,124 in gross revenue for the six months ended June 30, 2017, offset by $634,897 of the expected settlement discount resulting in net revenue of $512,763.  We ceased providing collection services to$927,227.  For the same period in 2016, gross revenue was $2,055,547, offset by $853,499 of the settlement discount, resulting in net revenue of $1,202,048.  Revenue was affected negatively in 2017 by the reduced revenue of the Tyler, Texas affiliate, coupled with the loss of the San Antonio diagnostic center duringaffiliate in the first quarter of 2016, and accordingly had no revenue in San Antonio for the three months ended September 30, 2016 versus the same quarter in 2015.  This is the primary reason for the above decline in gross revenue between those two periods.  Net revenue as a percentage of gross revenue increased to 58.7% for the three months ended September 30, 2016 from 46.2% for the three months ended September 30, 2015 due to a higher collection percentage in the 2016 quarter. We are currently providing technology and funding services to five spine injury diagnostic centers in the United States, which are located in Houston, Texas; Odessa, Texas; Tyler, Texas; El Paso, Texas; and Dallas, Texas.2016.

Service cost was $146,314$297,387 for the threesix months ended SeptemberJune 30, 20162017 compared to $221,557$413,099 for the same period in 2015.  The decrease is due mainly to lower volume.
2016.
During the threesix months ended SeptemberJune 30, 2016,2017, we incurred $459,126$799,495 of operating, general and administrative expenses compared with the $409,532$780,932 for the same period in 2015.2016. The small increase is attributable to increases in (i) travel costs of approximately $19,000, (ii) marketing costs of approximately $29,000, (iii) depreciation and amortization expense of approximately $3,000, (iv) payroll and benefit costs of approximately $10,000, (v) legalconsulting expenses of approximately $3,000 and (vi) office and operating expenses of $9,000,$95,000 coupled with a decreases of (i)noncash consulting of approximately $18,000 in consulting costs,$64,000, and (ii)other expenses totaling approximately $5,000 in subscriptions costs.

$11,000. During the threesix months ended SeptemberJune 30, 2016,2017, we incurred $18,862 of research and development expenses compared with $89,512 for the same period in 2015.  The decrease is attributable to costs incurred during the three months ended September 30, 2015 for engineering and testing fees to verify the Quad Video Halo (“QVH”) meets certain standards. Our patented (Patent No. 9,084,577) technology meets UL compliance with specific immunity and emissions standards required by IEC 60601-1-2-2007. 

As a result of the aforementioned, we had a net loss of $178,401 for the three months ended September 30, 2016, compared to a net loss of $219,674 for the three months ended September 30, 2015.
Comparison of the nine month period ended September 30, 2016 with the nine month period ended September 30, 2015.
We recorded $2,837,823 in gross revenue for the nine months ended September 30, 2016, offset by $1,176,817 of the expected settlement discount resulting in net revenue of $1,661,006.  For the same period in 2015, gross revenue was $3,070,903, offset by $1,573,669 of the settlement discount, resulting in net revenue of $1,497,234.  We ceased providing collection services to the San Antonio diagnostic center during the first quarter of 2016, and accordingly had no revenue in San Antonio for the nine months ended September 30, 2016 versus the same period in 2015.  This loss of revenue was partially offset by our sale of a Quad Video Halo unit during the nine months ended September 30, 2016.  Net revenue as a percentage of gross revenue increased to 58.5% for the nine months ended September 30, 2016 from 48.8% for the nine months ended September 30, 2015 due primarily to a higher collection percentage in the 2016 period.

Service cost was $559,413 for the nine months ended September 30, 2016 compared to $635,064 for the same period in 2015. The decrease in service cost is attributable to the higher case volume in 2015.
During the nine months ended September 30, 2016, we incurred $1,240,058 of operating, general and administrative expenses compared with the $1,370,781 for the same period in 2015.  The decrease is attributable to decreases in (i) consulting costs of approximately $100,000, (ii) legal fees of approximately $17,000, (iii) marketing expense of approximately $14,000 and (iv) travel expenses of approximately $9,000, coupled with increases of approximately $8,000 in insurance costs and approximately $1,000 of other net general and administrative expenses.
During the nine months ended September 30, 2016, we incurred $38,709$12,203 of research and development expenses compared with the $265,510$19,847 for the same period in 2015.  The decrease is attributable to costs incurred during the nine months ended September 30, 2015 for engineering and testing fees to verify the QVH meets certain standards.  Our patented (Patent No. 9,084,577) technology meets UL compliance with specific immunity and emissions standards required by IEC 60601-1-2-2007.2016.  

As a result of the aforementioned,foregoing, we had a net loss of $217,229$204,918 for the ninesix months ended SeptemberJune 30, 2016,2017, compared to a net loss of $815,724$38,828 for the ninesix months ended SeptemberJune 30, 2015.
2016.
Liquidity and Capital Resources
For the ninesix months ended SeptemberJune 30, 2016,2017, cash providedused in operations was $26,492,$196,584 which primarily included a net lossincreases in accounts receivable of $217,229, an increase in inventories of $88,053, an increase$105,149 and increases in prepaid expenses of $9,250, a decrease$18,500, related party payables of $35,877 and accounts payable of $30,019.  For the same period in 2016 we had an increase in accounts receivable of $61,093,$122,019, inventories of $12,175, prepaid expenses of $24,250, and a decrease in accounts payable of $18,303, and an increase in related party payables of $13,427,$29,488, partially offset by non-cash expenses, including bad debt expense, stock based compensation and depreciation and amortization totaling $284,807. For the nine months ended September 30, 2015, cash used in operations was $395,537, which primarily included a net loss of $815,724, an increase in inventories of $61,816,$38,828 and a decrease of $29,400 in prepaid expenses of $14,590, a decrease in accounts receivable of $168,302, a decrease in accounts payable and accrued liabilities of $48,923, and an increase indue to related party payables of $13,918, offset by non-cash expenses, including bad debt expense, stock based compensation and depreciation and amortization totaling $334,116. For the nine months ended September 30, 2016, there wereparty.  We used no cash flows related to investing activities. For the nine months ended September 30, 2015, cash used in investing activities was $13,025, which was used for the purchase of equipment. For the ninesix months ended SeptemberJune 30, 2016, cash2017 and 2016.
Cash used in financing activities was $70,000 which includedfor the six months ended June 30, 2017 and 2016 consisted of repayments on our notes payable in the amount of $50,000 and long-term debt of $250,000, partially offset by amounts borrowed from the$0, respectively, and net draws (repayments) on our line of credit totaling $180,000. Forof $75,000 and $20,000, respectively.

Going Concern Considerations

Since our inception in 1998, until commencement of our spine injury diagnostic operations in August, 2009, our expenses substantially exceeded our revenue, resulting in continuing losses and an accumulated deficit from operations of $15,004,698 as of December 31, 2009. Since that time, our accumulated deficit has increased $2,350,860 to $17,355,558 as of June 30, 2017. During the ninesix months ended SeptemberJune 30, 20152017, we realized net revenue of $927,227 and net loss of $204,918. Successful business operations and our transition to positive cash provided byflows from operations are dependent upon obtaining additional financing activities was $250,000, which includedand achieving a level of collections adequate to support our cost structure. Considering the nature of our business, we are not generating immediate liquidity and sufficient working capital within a reasonable period of time to fund our planned operations and strategic business plan through June 30, 2018.  The company is seeking to increase revenue from services and obtain additional capital from borrowings and selling securities as needed to fund our operations. There can be no assurances that there will be adequate financing available to us. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts borrowedand classification of liabilities that may result from the lineoutcome of credit totaling $600,000, partially offset by repayments on notes payable and long-term debt of $350,000.
During the three months ended September 30, 2016 and 2015, we collected $575,133 and $556,275 in settlements, respectively.  For the nine months ended September 30, 2016 and 2015, we collected $1,659,599 and $1,669,830 in settlements, respectively.
this uncertainty.
 
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4.   CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Such officers have concluded (based upon their evaluation of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including our principal executive and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer have also indicated that, upon evaluation, there were no changes in our internal control over financial reporting or other factors during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART II   OTHER INFORMATION
ITEM 1A. RISK FACTORS
 
In addition to the other information set forth in this report, one should carefully consider the discussion of various risks and uncertainties contained in Part I, Item 1A,  “Risk Factors” in our 20152016 Annual Report on Form 10-K.  We believe the risk factors presented in this filing and those presented on our 20152016 Form 10-K are the most relevant to our business and could cause our results to differ materially from any forward-looking statements made by us.  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the quarter ended September 30, 2016,May 2017, we issued 10,000 restricted shares of common stock to a consultant as consideration for consulting services. The securities were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder.  The issuance of securities did not involve a “public offering” based upon the following factors: (i) the issuance of securities was an isolated private transaction; (ii) a limited number of securities were issued to a single purchaser; (iii) there were no public solicitations; (iv) the investment intent of the purchaser; and (v) the restriction on transferability of the securities issued.

In the quarter ended September 30, 2016, we issued as compensation to an employee (i) 20,000 restricted shares of common stock and (ii) a three-year stock option to purchase 500,000 shares of restricted common stock at an exercise price of $0.40 per share, of which 20,000 shares vested immediately.  Thereafter, 40,000 of the remaining shares under the option vest every three months, subject to the terms and conditions of the employment and stock option agreements. The securities were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder.  The issuance of securities did not involve a “public offering” based upon the following factors: (i) the issuance of securities was an isolated private transaction; (ii) a limited number of securities were issued to a single purchaser; (iii) there were no public solicitations; (iv) the investment intent of the purchaser; and (v) the restriction on transferability of the securities issued.
ITEM 6. EXHIBITS

Exhibit No. Description
3.1 Articles of Incorporation dated March 4, 1998. (Incorporated by reference from Form 10-KSB filed with the SEC on January 5, 2000.) *
   
3.2 Amended Articles of Incorporation dated April 23, 1998. (Incorporated by reference from Form 10-KSB filed with the SEC on January 5, 2000.) *
   
3.3 Amended Articles of Incorporation dated January 4, 2002. (Incorporated by reference from Form 10-KSB10KSB filed with the SEC on May 21, 2003.) *
   
3.4 Amended Articles of Incorporation dated December 19, 2003. (Incorporated by reference from Form 10-KSB filed with the SEC on May 20, 2004.) *
   
3.5 Amended Articles of Incorporation dated November 4, 2004. (Incorporated by reference from Form 10-KSB filed with the SEC on April 15, 2005.)2005) *
   
3.6 Amended Articles of Incorporation dated September 7, 2005. (Incorporated by reference from Form 10-QSB filed with the SEC on November 16, 2005.)2005) *
   
3.7 Certificate of Amendment to Certificate of Incorporation (Incorporated by reference from Form 8-K filed with the SEC on October 7, 2015.) *
   
3.8 By-Laws dated April 23, 1998. (Incorporated by reference from Form 10-KSB10K-SB filed with the SEC on January 5, 2000.) *
   
10.1 Employment Agreement with William F. Donovan, M.D. dated September 18, 20152014 (Incorporated by reference from Form 8-K filed with the SEC on September 22, 2014) *
   
10.2Employment Agreement with John Bergeron dated November 30, 2013 (Incorporated by reference from Form 8-K filed with the SEC on December 13, 2013) *
10.3 Financing Agreement with Peter Dalrymple (Incorporated by reference from Form 8-K filed with the SEC on August 26, 2014) *
   
10.310.4 Wells Fargo Loan Documentation (Incorporated by reference from Form 10-Q filed with the SEC on May 13, 2015) *
 
31.1 
   
31.2 
   
32.1 
   
32.2 
 
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase
   
101.DEF XBRL Taxonomy Extension Definitions Linkbase
   
101.LAB XBRL Taxonomy Extension Label Linkbase
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase
 
* Incorporated by reference from our previous filings with the SEC
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 Spine Injury Solutions, Inc.
  
Date: NovemberAugust 14, 20162017
By: /s/ William F. Donovan, M.D.
 William F. Donovan, M.D.
 Chief Executive Officer (Principal Executive Officer)
  
  

Date: NovemberAugust 14, 20162017
By: /s/ John Bergeron
 John Bergeron
 Chief Financial Officer (Principal Financial Officer)

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