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

Form 10-Q

(Mark One)

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2009

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

COMMISSION FILE NUMBER 333-143761

3DICON CORPORATION
(Exact Name of small business issuer as specified in its charter)
 
Oklahoma
73-1479206
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

6804 South Canton Avenue, Suite 150, Tulsa, Oklahoma 74136
(Address of principal executive offices) (Zip Code)

Issuer's Telephone Number: (918) 494-0505

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o   No o

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

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o (do not
check if smaller reporting
company)
Smaller reporting company  x

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

As of November 13, 2009, the issuer had 327,123,238 outstanding shares of Common Stock.

 
 

 

TABLE OF CONTENTS

   
Page
 
PART I
 
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
29
Item 4T.
Controls and Procedures
29
 
PART II
 
Item 1.
Legal Proceedings
30
Item 1A.
Risk Factors
30
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
30
Item 3.
Defaults Upon Senior Securities
30
Item 4.
Submission of Matters to a Vote of Security Holders
30
Item 5.
Other Information
31
Item 6.
Exhibits
31
SIGNATURES
32
 
 
2

 

PART I

ITEM 1. FINANCIAL STATEMENTS.

INDEX TO FINANCIAL STATEMENTS

 
Page
Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008 (Audited)
4
   
Statements of Operations for the three and nine months ended September 30, 2009 and 2008 and period from inception (January 1, 2001) to September 30, 2009 (Unaudited)
5
   
Statements of Changes in Stockholders' Deficiency for period from inception (January 1, 2001) to September 30, 2009  (Unaudited)
6
   
Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 and  period from inception (January 1, 2001) to September 30, 2009 (Unaudited)
9
   
Notes to Financial Statements, September  30, 2009 (Unaudited)
10
 
 
3

 

3DIcon CORPORATION
(A Development Stage Company)
BALANCE SHEETS
September 30, 2009 and December 31, 2008

   
September 30,
2009
   
December 31,
2008
 
   
(Unaudited)
   
(Audited)
 
Assets
           
Current assets:
           
Cash
  $ 63,091     $ 48,400  
Prepaid expenses
    65,832       16,113  
                 
Total current assets
    128,923       64,513  
                 
Net property and equipment
    20,162       31,537  
                 
Debt issue costs, net
    26,774       56,978  
                 
Deposits-other
    17,315       17,315  
                 
Total Assets
  $ 193,174     $ 170,343  
                 
Liabilities and Stockholders' Deficiency
               
Current liabilities:
               
Current maturities of convertible debentures payable
    87,874       364,000  
Warrant exercise advances
    87,930       140,500  
Accounts payable
    955,951       1,135,887  
Accrued salaries
    147,484       59,615  
Accrued interest on debentures
    49,442       6,808  
                 
Total current liabilities
    1,328,681       1,706,810  
                 
Convertible debentures payable, less current maturities
    577,126       675,279  
                 
Total Liabilities
    1,905,807       2,382,089  
                 
Stockholders' deficiency:
               
Common stock $.0002 par 750,000,000 and 250,000,000 shares authorized at September 30, 2009 and December 31, 2008, respectively, and 290,916,225 and 157,515,766 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively.
    58,183       31,503  
Additional paid-in capital
    10,423,414       8,766,830  
Deficit accumulated during development stage
    (12,194,230 )     (11,010,079 )
                 
Total stockholders' deficiency
    (1,712,633 )     ( 2,211,746 )
                 
Total Liabilities and Stockholders' Deficiency
  $ 193,174     $ 170,343  
 
See notes to financial statements
 
 
4

 

3DIcon CORPORATION
(A Development Stage Company)

STATEMENTS OF OPERATIONS

Three and Nine Months Ended September 30, 2009 and 2008 and period
From Inception (January 1, 2001) to September 30, 2009
(Unaudited)

   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
       
   
Ended
   
Ended
   
Ended
   
Ended
   
Inception to
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
   
2008
   
2009
 
Income:
                             
Sales
  $ 4,000     $ 7,000     $ 10,500     $ 17,900     $ 28,400  
License fee
    -       -       -       -       25,000  
Grant income
    4,428       -       23,403       -       23,403  
                                         
Total Income
    8,428       7,000       33,903       17,900       76,803  
                                         
Expenses:
                                       
Research and development
    80,070       184,453       248,912       761,132       2,712,673  
General and administrative
    287,825       479,423       912,546       2,008,965       9,260,372  
Interest
    15,160       28,853       56,596       93,228       297,988  
                                         
Total expenses
    383,055       692,729       1,218,054       2,863,325       12,271,033  
                                         
Net Loss
  $ (374,627 )   $ (685,729 )   $ (1,184,151 )   $ (2,845,425 )   $ ( 12,194,230 )
                                         
Loss per share:
                                       
Basic and diluted
  $ (0.002 )   $ (0.005 )   $ (0.006 )   $ (0.020 )        
                                         
Weighted average shares  outstanding, basic and diluted
    230,510,289       141,994,607       210,358,321       139,495,180          
 
See notes to financial statements
 
 
5

 

3DIcon CORPORATION
(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

From inception (January 1, 2001) to September 30, 2009
(Unaudited)
               
Deficit
       
                     
Accumulated
       
   
Common Stock
   
Additional
   
During the
       
   
Shares
   
Par
Value
   
Paid-In
Capital
   
Development
Stage
   
Total
 
Balance, January 1, 2001 – as reorganized
   
27,723,750
   
$
27,724
   
$
193,488
   
$
-
   
$
221,212
 
                                         
Adjustment to accrue compensation earned but not recorded
   
-
     
-
     
-
     
(60,000
)
   
(60,000
)
Stock issued for services
   
2,681,310
     
2,681
     
185,450
     
-
     
188,131
 
Stock issued for cash
   
728,500
     
729
     
72,121
     
-
     
72,850
 
Net loss for the year
   
-
     
-
     
-
     
(259,221
)
   
(259,221
)
Balance, December 31, 2001
   
31,133,560
     
31,134
     
451,059
     
(319,221
)
   
162,972
 
                                         
Adjustment to record compensation earned but not recorded
   
-
     
-
     
-
     
(60,000
)
   
(60,000
)
Stock issued for services
   
3,077,000
     
3,077
     
126,371
     
-
     
129,448
 
Stock issued for cash
   
1,479,000
     
1,479
     
146,421
     
-
     
147,900
 
Net loss for the year
   
-
     
-
     
-
     
(267,887
)
   
(267,887
)
Balance, December 31, 2002
   
35,689,560
     
35,690
     
723,851
     
(647,108
)
   
112,433
 
                                         
Adjustment to record compensation earned but not recorded
   
-
     
-
     
-
     
(90,000
)
   
(90,000
)
Stock issued for services
   
15,347,000
     
15,347
     
-
     
-
     
15,347
 
Stock issued for cash
   
1,380,000
     
1,380
     
33,620
     
-
     
35,000
 
Reverse split 1:10
   
(47,174,904
)
   
-
     
-
     
-
     
-
 
Par value $0.0001 to $0.0002
   
-
     
(51,369
)
   
51,369
     
-
     
-
 
Net loss for the year
   
-
     
-
     
-
     
(51,851
)
   
(51,851
)
Balance, December 31, 2003
   
5,241,656
     
1,048
     
808,840
     
(788,959
)
   
20,929
 
                                         
Additional Founders shares issued
   
25,000,000
     
5,000
     
(5,000
)
   
-
     
-
 
Stock issued for services
   
24,036,000
     
4,807
     
71,682
     
-
     
76,489
 
Stock issued for cash
   
360,000
     
72
     
28,736
     
-
     
28,808
 
  Warrants issued to purchase common stock at $.025
   
-
     
-
     
18,900
     
-
     
18,900
 
  Warrants issued to purchase common stock at $.05
   
-
     
-
     
42,292
     
-
     
42,292
 
Stock warrants exercised
   
2,100,000
     
420
     
60,580
     
-
     
61,000
 
Net loss for the year
   
-
     
-
     
-
     
(617,875
)
   
(617,875
)
Balance, December 31, 2004
   
56,737,656
     
11,347
     
1,026,030
     
(1,406,834
)
   
(369,457
)
                                         
Stock issued for services
   
5,850,000
     
1,170
     
25,201
     
-
     
26,371
 
Stock issued to settle liabilities
   
5,000,000
     
1,000
     
99,000
     
-
     
100,000
 
Stock issued for cash
   
1,100,000
     
220
     
72,080
     
-
     
72,300
 
 
See notes to financial statements
 
 
6

 

3DIcon CORPORATION
(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

From inception (January 1, 2001) to September 30, 2009
(Unaudited)
                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During the
       
   
Common
   
Stock
   
Paid-In
   
Development
       
   
Shares
   
Par Value
   
Capital
   
State
   
Total
 
                               
  Warrants issued to purchase common stock at $.025
   
-
     
-
     
62,300
     
-
     
62,300
 
  Warrants issued to purchase common stock at $.05
   
-
     
-
     
140,400
     
-
     
140,400
 
Stock warrants exercised
   
5,260,000
     
1,052
     
172,948
     
-
     
174,000
 
Net loss for the year
   
-
     
-
     
-
     
(592,811
)
   
(592,811
)
Balance, December 31, 2005
   
73,947,656
     
14,789
     
1,597,959
     
(1,999,645
)
   
(386,897
)
                                         
Stock issued for services
   
4,700,000
     
940
     
205,597
     
-
     
206,537
 
Debentures converted
   
3,000,000
     
600
     
149,400
     
-
     
150,000
 
Stock issued for cash
   
200,000
     
40
     
16,160
     
-
     
16,200
 
  Warrants issued to purchase common stock
   
-
     
-
     
33,800
     
-
     
33,800
 
  Warrants converted to purchase common stock
   
16,489,000
     
3,297
     
565,203
     
-
     
568,500
 
Net loss for the year
   
-
     
-
     
-
     
(1,469,888
)
   
(1,469,888
)
Balance, December 31, 2006
   
98,327,656
     
19,666
     
2,568,119
     
(3,469,533
)
   
(881,748
)
                                         
Stock issued for services
   
817,727
     
164
     
155,262
     
-
     
155,426
 
Stock issued for interest
   
767,026
     
153
     
38,198
     
-
     
38,351
 
Options issued for services
   
-
     
-
     
1,274,666
     
-
     
1,274,666
 
Debentures converted
   
17,215,200
     
3,442
     
1,673,741
     
-
     
1,677,183
 
Stock issued for cash
   
1,188,960
     
238
     
191,898
     
-
     
192,136
 
Options exercised
   
222,707
     
45
     
(45
)
   
-
     
-
 
  Warrants issued to purchase common stock
   
-
     
-
     
87,864
     
-
     
87,864
 
  Warrants converted to purchase common stock
   
8,585,956
     
1,717
     
462,203
     
-
     
463,920
 
Net loss for the year
   
-
     
-
     
-
     
(3,928,996
)
   
(3,928,996
)
Balance, December 31, 2007
   
127,125,232
     
25,425
     
6,451,906
     
(7,398,529
)
   
(921,198
)
 
See notes to financial statements
 
 
7

 
 
3DIcon CORPORATION
(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

From inception (January 1, 2001) to September 30, 2009
(Unaudited)

                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During the
       
   
Common
   
Stock
   
Paid-In
   
Development
       
   
Shares
   
Par Value
   
Capital
   
Stage
   
Total
 
                               
Stock issued for cash
   
515,677
   
$
103
   
$
24,897
   
$
-
   
$
25,000
 
Warrants exercised
   
1,347,261
     
269
     
362,425
     
-
     
362,694
 
Options issued and accrued
   
-
     
-
     
654,199
     
-
     
654,199
 
Debentures converted
   
15,257,163
     
3,052
     
962,257
     
-
     
965,309
 
Options exercised and escrowed shares
   
8,671,460
     
1,734
     
(1,734
)
   
-
     
-
 
Stock issued for service
   
4,598,973
     
920
     
312,880
     
-
     
313,800
 
Net loss for the year
   
-
     
-
     
-
     
(3,611,550
)
   
(3,611,550
)
Balance, December 31, 2008
   
157,515,766
     
31,503
     
8,766,830
     
(11,010,079
)
   
(2,211,746
)
                             
-
         
Stock issued for cash
   
18,941,175
     
3,788
     
148,212
     
-
     
152,000
 
Warrants exercised
   
31,100
     
6
     
338,984
     
-
     
339,000
 
Debentures converted
   
66,124,034
     
13,225
     
449,378
     
-
     
462,603
 
Stock and warrants  issued for accounts payable
   
6,264,706
     
1,253
     
318,313
     
-
     
319,566
 
Stock issued for services
   
42,039,444
     
8,408
     
401,697
             
410,105
 
                             
-
         
Net loss for the period
   
-
     
-
     
-
     
(1,184,151
)
   
(1,184,151
)
                                         
Balance September 30, 2009
   
290,916,225
   
$
58,183
   
$
10,423,414
   
$
(12,194,230
)
 
$
(1,712,633
)
 
See notes to financial statements
 
 
8

 

3DIcon CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2009 and 2008 and period
From Inception (January 1, 2001) to September 30, 2009
(Unaudited)
 
   
Nine Months
   
Nine Months
       
   
Ended
   
Ended
   
Inception to
 
   
September 30,
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
 
Cash Flows From Operating Activities
                 
Net loss
  $ (1,184,151 )   $ (2,845,425 )   $ (12,194,230 )
Adjustments to reconcile net loss to  net cash used in operating activities:
                       
Options issued for services
    -       536,588       1,928,865  
Stock issued for services
    410,105       242,801       1,521,655  
Stock issued for interest
    -       -       38,351  
Loss on disposal of assets
    5,861       -       5,861  
Depreciation
    5,514       4,036       13,258  
Amortization of debt issue costs
    30,880       30,203       130,361  
Asset impairments
    -       -       298,063  
Change in:
                       
Accounts receivable
    -       (3,500 )     -  
Prepaid expenses and other assets
    (49,719 )     (11,098 )     (316,547 )
Accounts payable and accrued liabilities
    357,331       560,232       1,588,639  
                         
Net cash used in operating activities
    (424,179 )     (1,486,163 )     (6,991,585 )
                         
Cash Flows From Investing Activities:
                       
Purchase of office furniture and equipment
    -       (20,226 )     (39,281 )
                         
Class Flows from Financing Activities:
                       
Proceeds from stock and warrant sales and exercise of warrants
    438,870       177,844       3,185,234  
Proceeds from issuance of debentures
    -       746,212       3,908,713  
                         
Net cash provided by financing  activities
    438,870       924,056       7,093,947  
                         
Net increase (decrease) in cash
    14,691       (582,333 )     63,081  
Cash, beginning of period
    48,400       705,519       10  
                         
Cash, end of period
  $ 63,091     $ 123,186     $ 63,091  
                         
Supplemental disclosures
                       
                         
Non-Cash Investing and Financing Activities
                       
                         
Conversion of liabilities and debentures to common stock
  $ 868,917     $ 737,608     $ 3,661,408  
Cash paid for interest
  $ 15,433     $ 92,327     $ 247,759  
 
See notes to financial statements

 
9

 

3DIcon CORPORATION
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

Nine Months Ended September 30, 2009 and 2008 and period
From Inception (January 1, 2001) to September 30, 2009
(Unaudited)

Note 1 – Uncertainties and Use of Estimates

Basis of Presentation

The accompanying financial statements of 3DIcon Corporation (the “Company”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company's year end audited financial statements and related footnotes included in the previously filed 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of September 30, 2009, and the statements of its operations for the three and nine months ended September 30, 2009 and 2008 and the period from inception (January 1, 2001) to September 30, 2009, and cash flows for the nine-months ended September 30, 2009 and 2008, and the period from inception (January 1, 2001) to September 30, 2009, have been included. The results of operations for interim periods may not be indicative of the results which may be realized for the full year.

Use of Estimates

The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates and assumptions used.

 
10

 

Debt issue costs

The Company defers and amortizes the legal and filing fees associated with long-term debt that is issued.  These costs are primarily related to the convertible debentures, the majority of which have a three year term.  The amortization is charged to operations over the three year term and then adjusted quarterly for debenture conversions to common stock.

Fair value of financial instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instrument held by the Company:

Current assets and current liabilities – The carrying value approximates fair value due to the short maturity of these items.

Debentures payable

The fair value of the Company's debentures payable has been estimated by the Company based upon the liability’s characteristics, including interest rate.  The carrying value approximates fair value.

Revenue Recognition

Revenues from software license fees are accounted for in accordance with American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, “Software Revenue Recognition”.  The Company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured.

Uncertainties

The accompanying financial statements have been prepared on a going concern basis.  The Company is in the development stage and has insufficient revenue and capital commitments to fund the development of its planned product and to pay operating expenses. Additionally, the Company has been unable to meet certain of its monthly payment obligations and has been in arrears on the payments under the Sponsored Research Agreement (“SRA”) (see Note 3 and note 10).  A revised payment schedule was agreed to in October 2008, May 2009 and August 2009.  Failure of the Company to meet its revised payment obligations could result in the termination of the SRA and any outstanding license agreements under the SRA.  The Company has realized a cumulative net loss of $12,194,230 for the period from inception (January 1, 2001) to September 30, 2009, and a net loss of $1,184,151 and $2,845,425 for the nine months ended September 30, 2009 and 2008, respectively.

The ability of the Company to continue as a going concern during the next year depends on the successful completion of the Company's capital raising efforts to fund the development of its planned products.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management plans to fund the future operations of the Company with existing cash of $63,091, grants and investor funding. Under the terms of the Golden State Equity Investors, Inc. (“Golden State”) debentures, Golden State may advance an additional $378,787.  The additional advance would be available if the Company filed a registration statement; however, the Company does not plan to file such registration statement. In addition, pursuant to the 4.75% Convertible Debenture due in 2011, beginning in November 2007, Golden State is obligated to submit conversion notices in an amount such that Golden State receives 1% of the outstanding shares of the Company every calendar quarter for a period of one year.  In connection with each conversion, Golden State is expected to exercise warrants equal to ten times the amount of principal converted.  The warrants are exercisable at $10.90 per share.  The number of warrants exercisable is subject to certain beneficial ownership limitations contained in the 4.75% Debenture and the warrants (“the Beneficial Ownership Limitations”).  The Beneficial Ownership Limitations prevent Golden State from converting on the 4.75% Debenture or exercising warrants if such conversion or exercise would cause Golden State’s holdings to exceed 9.99% of the Company’s issued and outstanding common stock.  Subject to the Beneficial Ownership Limitations, Golden State is required to convert $3,000 of the 4.75% Convertible Debenture and exercise 30,000 warrants per month.  Based upon our current stock price, our issued and outstanding shares as of September 30, 2009 and ignoring the impact of the Beneficial Ownership Limitations, we may receive up to $981,000, in funding from Golden State as a result of warrant exercises subsequent to September 30, 2009.

The Company was approved for a matching grant from Oklahoma Center for the Advancement of Science and Technology (“OCAST”) on November 19, 2008 in the amount of $299,932. The award is for a maximum of $149,940 for calendar year 2009 with the remainder for calendar year 2010. Funding of the grant is contingent upon the Company providing matching funds for the first year's research and submission of all required documentation to OCAST.

 
11

 

Additionally, the Company is continuing to pursue financing through private offering of debt or common stock.

Note 2 – Recent Accounting Pronouncements

The following are summaries of recent accounting pronouncements that are relevant to the Company:

Subsequent Events In May 2009, the FASB issued new standards which establish the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. In particular, the new standards set forth:
 
·
the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements (through the date that the financial statements are issued or are available to be issued);
·
the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and
·
the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

We adopted the new standard as of June 30, 2009. See Note – 10.

Fair Value Measurements – The FASB’s fair value measurement standards establish a single authoritative definition of fair value based upon the assumptions market participants would use when pricing an asset or liability and create a fair value hierarchy that prioritizes the information used to develop those assumptions. The standards require additional disclosures, including disclosures of fair value measurements by level within the fair value hierarchy. As of January 1, 2008, we adopted the new standards as they related to our financial assets and liabilities.   Adoption did not have a significant impact on our financial statements.  As of January 1, 2009, we adopted the new standards as they related to our nonfinancial assets and liabilities.  In April 2009, the FASB issued additional guidance clarifying the application of US GAAP for fair value measurements in the current economic environment, modifying the recognition of other-than-temporary impairments of debt securities, and requiring companies to disclose the fair value of financial instruments in interim periods. The revised guidance is effective for interim and annual periods ending after June 15, 2009. The guidance:
 
·
describes how to determine the fair value of assets and liabilities in the current economic environment and reemphasizes that the objective of a fair value measurement remains the price that would be received to sell an asset or paid to transfer a liability at the measurement date.
·
modifies the requirements for recognizing other-than-temporarily impaired debt securities and significantly changes the existing impairment model for such securities. It also modifies the presentation of other-than-temporary impairment losses and increases the frequency of and expands already required disclosures about other-than-temporary impairment for debt and equity securities.
·
requires disclosures of the fair value of financial instruments in interim financial statements, the method or methods and significant assumptions used to estimate the fair value of financial instruments, and a discussion of changes, if any, in the method or methods and significant assumptions during the period.

We adopted this new guidance for the quarter ended June 30, 2009. Adoption had no impact on our financial position or results of operations.

Derivative Instruments and Hedging Activities In March 2008, the FASB issued new standards which amended and expanded previous disclosure requirements related to derivative instruments and hedging activities. The new standards require qualitative disclosures about objectives and strategies for using derivative instruments, quantitative disclosures about fair value amounts of derivative instruments and related gains and losses, and disclosures about credit risk-related contingent features in derivative agreements. We adopted the new standards as of January 1, 2009. They provide only for enhanced disclosures, and adoption had no impact on our financial position or results of operations.

 
12

 

Accounting Standards Update – In August 2009, the FASB issued Accounting Standards Update (Update) 2009-5, “Measuring Liabilities at Fair Value” in order to provide further guidance on how to measure the fair value of a liability. The Update clarifies that, in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more prescribed techniques. We adopted the new guidance as of October 1, 2009. Adoption had no impact on our financial position or results of operations.

Accounting Standards Codification In June 2009, the FASB established the FASB Accounting Standards Codification (Codification), which officially commenced July 1, 2009, to become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants.  Generally, the Codification is not expected to change US GAAP.  All other accounting literature excluded from the Codification will be considered nonauthoritative.  The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  We adopted the new standards for our quarter ending September 30, 2009.  All references to authoritative accounting literature are now referenced in accordance with the Codification.

Note 3 – Sponsored Research Agreement (SRA)

On April 20, 2004, the Company entered into a SRA entitled "Investigation of Emerging Digital Holography Technologies" (Phase I) with the University of Oklahoma - Tulsa (“University”), which expired October 19, 2004. On July 15, 2005, the Company entered into a SRA with the University (Phase II), which expired January 14, 2007. Under this agreement the University conducted a research project entitled "Investigation of Emerging 3-Dimensional Display Technologies".  The agreement was modified in November 2006 to provide additional funding, and extended the term of the agreement through June 30, 2007.

On February 23, 2007, the Company entered into a SRA with the University (Phase III) which expires March 31, 2010.  Under this agreement the University will conduct a research project entitled “3-Dimensional Display Development” that seeks to make significant progress in the development of 3-dimensional display technologies.  The Company agreed to pay the University $3,468,595 payable in monthly installments ranging from $92,263 to $112,777 beginning April 30, 2007 and ending March 31, 2010, an aggregate commitment of $4,047,439.

On October 31, 2008 the University agreed to revise the payment terms under the SRA from a fixed monthly payment to a reimbursable cost payment basis effective September 1, 2008. As of September 30, 2008, the Company had a remaining obligation under the previous SRA payment schedule of $2,665,818, which includes monthly payments due for December 2007 through August 2008 of $861,131.  The $1,804,687 balance of the remaining SRA scheduled payment obligation was cancelled.  Under the terms of the revised base payments schedule, the arrearages will be paid in nine monthly base installments from July 31, 2009 to February 28, 2010 of amounts ranging from $35,000 to $101,132, leaving a remaining balance after the base payments of $290,000.  In addition to the monthly base payments, the Company agreed to make additional payments on the $861,131 arrearages of $10,000 per month. As of September 30, 2009 the August and September payments had not been made.  For the remaining balance of $290,000, the University agreed to accept 4,264,707 shares of the Company’s common stock based on the October 14, 2008 market price as reported on the OTC Bulletin Board of $0.068 per share as payment on June 30, 2009.  The Company had the option to repurchase the shares at $0.068 per share by September 30, 2009 or at market value, but not less than $0.068 per share, if the repurchase occurs after September 30, 2009.

During the periods ended September 30, 2009 and 2008, the Company charged operations $86,358 and $761,132, respectively, pursuant to the SRA.  At September 30, 2009, the Company owed the University $12,000 for the September 2009 monthly payments and $560,481on the arrearages under the revised payment terms.

 
13

 

Note 4 – Debentures Payable

Debentures payable consist of the following:

  
 
September 30,
   
December 31,
 
   
2009
   
2008
 
Senior Convertible Debentures:
           
9.75% Debenture due July 2009
 
$
                   -
   
$
364,000
 
6.25% Debenture due November 2010
   
483,558
     
578,601
 
4.75% Debentures due November 2011
   
93,568
     
96,678
 
10.0% Debenture due September 2009
   
100,703
     
                 -
 
Less unamortized discount
   
(12,829)
     
                 -
 
Total Debentures
   
665,000
     
1,039,279
 
Less Current Maturities
   
(87,874)
     
(364,000
)
                 
Long-term Debentures
 
$
577,126
   
$
675,279
 

Golden State Investors, Inc. - Securities Purchase Agreement

6.25% Convertible Debenture due 2009

The Company entered into a Securities Purchase Agreement (“Purchase Agreement”) with Golden State on November 3, 2006, as amended on December 15, 2006 and February 6, 2007, for the sale of a 6.25% convertible debenture in the principal amount of $1,250,000 (the “First Debenture”). The Company agreed to file a registration statement with the SEC for the resale of the common stock underlying the debenture.  The registration statement became effective on July 3, 2007.  Under the terms of the Purchase Agreement, Golden State advanced $125,000 during 2006 and converted the $125,000 debenture into 357,142 shares of common stock on July 16, 2007 at $0.35 per share. Pursuant to the Securities Purchase Agreement, Golden State provided the Company with an additional $312,500 of debenture funding upon effectiveness of the registration statement and converted the $312,500 debenture into 892,857 shares of common stock on July 17, 2007 at $0.35 per share.  The remaining $812,500 of the $1.25 million debenture was placed with an escrow agent during 2007.  During the remainder of 2007, $400,000 was released to the Company and the balance of $412,500 was released in 2008.  At various dates after the July 3, 2007 effective date of the registration statement, $478,529 of the debenture was converted into 2,097,406 shares of common stock at prices ranging from $0.20 to $0.26 during 2007 and, during the first quarter of 2008, the remaining $333,971 of the debenture was converted into 2,061,573 shares of common stock at prices ranging from $0.12 to $0.20 based on the formula in the convertible debenture.

6.25% Convertible Debenture due 2010

Pursuant to the terms of the Purchase Agreement, on October 24, 2007, at such time as the principal balance of the First Debenture was less than $400,000, the Company provided Golden State with written notice that it desired to require Golden State to purchase the second debenture.

On November 21, 2007, the Company issued and sold a convertible note in the principal amount of $1,250,000 to Golden State (the “Second Debenture”).  Pursuant to the terms of the Second Debenture, Golden State may, at its election, convert all or a part of the Second Debenture into shares of the Company’s common stock at a conversion rate equal to the lesser of (i) $2.00 or (ii) 90% of the average of the five lowest volume weighted average prices during the twenty trading days prior to Golden State’s election to convert, subject to adjustment as provided in the Second Debenture.  In addition, pursuant to the terms of the Second Debenture, the Company agreed to file a registration statement covering the shares of common stock issuable upon conversion or redemption of the Second Debenture.  The registration statement became effective on January 4, 2008.

Golden State advanced $125,000 on the second $1.25 million debenture on November 9, 2007.  Additionally, Golden State advanced $312,500 directly to the Company and $433,713 to an escrow account on the Second Debenture in January 2008 at which time the Company placed 7,961,783 shares of common stock in escrow to be released as debentures are converted. As of December 31, 2008, Golden State has funded an aggregate of $871,213 on the Second Debenture. Golden State will be obligated to fund the Company for the remaining $378,787 in principal on the Second Debenture upon the effectiveness of a registration statement underlying the remaining unfunded principal balance on the Second Debenture. At this time, the Company has not filed a registration statement.  Under the terms of the Securities Purchase Agreement, the escrowed funds were advanced to the Company during 2008. At various dates during 2008, $292,611 of the debenture was converted into 3,651,337 shares of common stock at prices ranging from $0.05 to $0.14 based on the formula in the convertible debenture. At various dates during 2009, $95,043 of the debenture was converted into 9,139,753 shares of common stock at prices ranging from $0.009 to $0.011 based on the formula in the convertible debenture. Shares remaining in escrow and reported as outstanding at September 30, 2009 total 4,310,446.

 
14

 

The Second Debenture is secured by the pledge of 11 million shares of common stock held by Martin Keating, the Chairman of the Company.  In the event of default and the Company has not repaid all outstanding principal and accrued interest, along with liquidating damages of $250,000 within one day of default, Golden State shall have the right to immediately sell the pledged shares in satisfaction of any amounts of principal and interest owing under the Second Debenture.

In addition to standard default provisions concerning timeliness of payments, delivery and notifications, the Second Debenture will be in default if the common stock of the Company trades at a price per share of $0.21 or lower, regardless of whether the trading price subsequently is higher than $0.21 per share.  The trading price was at $0.21 or lower on several occasions during 2009 and 2008. On each of the occasions Golden State, by separate letter agreements, agreed that the occasions did not constitute a default and thereby waived the default provision for those occasions only.

4.75% Convertible Debenture due 2011

On November 3, 2006, the Company also issued to Golden State a 4.75% convertible debenture in a principal amount of $100,000, due November 3, 2011, and warrants to buy 1,000,000 shares of the common stock at an exercise price of $10.90 per share.  Under the terms of the debenture, warrants are exercised in an amount equal to ten times the dollar amount of the debenture conversion.  During 2007 Golden State converted $596 of the $100,000 debenture into 244,045 shares of common stock at $0.002 per share, exercised warrants to purchase 5,956 shares of common stock at $10.90 per share and the Company received $64,920 from the exercise of the warrants.   During 2008, Golden State converted $2,726 of the $100,000 debenture into 5,115,695 shares of common stock at $0.002 per share, exercised warrants to purchase 27,261 shares of common stock at $10.90 per share and the Company received $297,145 from the exercise of the warrants.  During 2009, Golden State converted $3,110 of the $100,000 debenture into 27,280,771 shares of common stock at $0.002 per share, exercised warrants to purchase 31,100 shares of common stock at $10.90 per share and the Company received $388,900 from the exercise.  During 2009 and 2008 Golden State advanced $240,000 and $200,000, respectively against future exercises of warrants of which $292,570 was applied during 2009.  There remains a balance of $87,930, of unapplied advances at September 30, 2009.

9.75% Convertible debenture due July 31, 2009

To obtain funding for ongoing operations, the Company entered into a Bridge Financing Agreement with Golden State which closed on June 11, 2007 (the “Financing Agreement”), for the sale of a 9.75% convertible debenture in the principal amount of $700,000. Pursuant to the Financing Agreement, the Company filed a registration statement with the SEC within three days of closing for the resale of the common stock underlying the $1.25 million convertible debenture, which was issued to Golden State on November 3, 2006.  The Company received gross proceeds of $700,000 from the sale of the aforementioned debenture. At various dates during 2008, $336,000 of the debenture was converted into 8,079,895 shares of common stock at prices ranging from $0.04 to $0.05 per common share based on the formula in the convertible debenture. At various dates during 2009, the remaining balance of $364,000 of the debenture was converted into 29,703,510 shares of common stock at prices ranging from $0.009 to $0.029 per common share based on the formula in the convertible debenture.

Newton, O’Connor, Turner & Ketchum 10% convertible debenture due September 30, 2009

On May 22, 2009, the Company issued to Newton, O’Connor, Turner & Ketchum, a professional corporation (“NOTK”) and the legal counsel to the Company, a 10% convertible debenture in a principal amount of $100,703, due September 30, 2009, and warrants to purchase 4,378,394 shares of the common stock at an exercise price of $0.09 per share through September 30, 2010 and an exercise price of $0.18 per share through September 30, 2014.  The Company was indebted to NOTK for legal services performed for the Company and reimbursement of expenses in rendition of those services for the period ended December 31, 2008. The debenture and the warrants were issued in settlement of the indebtedness.  The debentures and warrants were recorded at their pro rata fair values in relation to the proceeds received.  The warrants were valued at $13,504. The difference between the pro rata fair value and face value of the debenture is being amortized over the life of the debenture.

The estimated fair value of the warrants was determined using the Black-Scholes option pricing model. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 160.73% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-The-Counter Bulletin Board. The risk-free interest rate of 2.23% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the warrant of two years is based on historical exercise behavior and expected future experience.

 
15

 

Note 5 – Common Stock and Paid-In Capital

Pursuant to a special meeting of the stockholders held on August 21, 2009, the stockholders approved the filing of an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 250,000,000 shares, par value $0.0002, to 750,000,000 shares, par value $0.0002.

Pursuant to a Subscription Agreement dated October 12, 2007, the Company sold 1,188,960 shares of the Company’s common stock at a per share price equal to 75% of the average closing price during the five (5) days prior to the signing ($.31 per share) and warrants to purchase 594,482 shares of its common stock at a price of $.40 per share from October 12, 2007 through October 11, 2008, or $.50 per share from October 12, 2008 through October 11, 2009 to two accredited individuals. The Company received $280,000 in cash from the sale.  The warrants terminate on October 11, 2009.

Pursuant to a Subscription Agreement dated October 1, 2008, the Company sold 515,677 shares of the Company’s common stock at a per share price equal to 80% of the average closing price during the five (5) days prior to the signing ($.048 per share) and warrants to purchase 257,839 shares of its common stock at a price of $.20 per share from October 1, 2008 through August 31, 2009, or $.25 per share from September 1, 2009 through August 31, 2010 to one accredited individual. The Company received $25,000 in cash from the sale.  The warrants terminate on August 31, 2010.

Pursuant to a Subscription Agreement dated March 20, 2009 and April 22, 2009, the Company sold 999,999 shares of the Company’s common stock at a per share price of $.03 per share and warrants to purchase 500,000 shares of its common stock at a price of $.10 per share from closing for a period of twelve months or $.15 per share for the second subsequent twelve months to three accredited individuals. The Company received $30,000 in cash from the sale.  The warrants terminate on March 25, 2011.

On June 18, 2009 the Company entered into Subscription Agreements with two of its directors pursuant to which the two directors purchased 17,941,176 shares of the Company’s common stock at a price per share equal to 50% of the average closing price during the five days prior to June 18, 2009 (0.0068 per share) for aggregate proceeds of $122,000.

 As of September 30, 2009, there are warrants outstanding to purchase 594,482 shares of common stock at a price of $.50 per share which expire on October 11, 2009, warrants to purchase 257,839 shares of common stock at a price of $.20 per share from October 1, 2008 through August 31, 2009, or $.25 per share from September 30, 2009 through August 31, 2010, warrants outstanding to purchase 500,001 shares of common stock at a price of $.10 per share through March 25, 2010 or $.15 per share that expire on March 25, 2011 and warrants to purchase 4,378,394 shares of common stock at a price of $0.09 per share through September 30, 2010 and $0.18 per share that expire on September 30, 2014.  Additionally, Golden State has warrants outstanding to purchase 944,683 shares of common stock at a price of $10.90 per share which expire November 2, 2011.

Common stock and options issued for services

During the nine months ended September 30, 2009, shares of common stock totaling 33,039,444 were issued for invoiced legal and invoiced consulting services for which the Company recognized $334,005 of expense. During the nine months ended September 30, 2008 shares of common stock totaling 2,743,072 were issued for invoiced legal and invoiced consulting services for which the Company recognized $242,801 of expense.  Additionally under the SRA revised payment terms The University of Oklahoma was issued 4,264,706 shares in payment of indebtedness from services performed under the SRA agreement on September 30, 2009.

On June 4, 2009 Thomas Allen, a director of the Company was issued 5,000,000 restricted shares of common stock to recognize Mr. Allen’s participation providing certain advisory and consultative services to the Company as a member of the Company’s Board of Directors.  The restricted shares value of $42,500 was determined by using 50% of the June 4, 2009 trading price of $0.017 which results in a calculated value of $0.0085 per share.

On June 6, 2009 Victor Keen, a director of the Company was issued 4,000,000 restricted shares of common stock to recognize Mr. Keen’s participation providing certain advisory and consultative services to the Company which are  beyond his required duties as a member of the Company’s Board of Directors.  The restricted shares value $33,600 was determined by using 50% of the June 6, 2009 trading price of $0.016 which results in a calculated value of $0.0084 per share.

 
16

 

Options granted

Board of Directors – On February 25, 2008, the Company agreed to compensate its non-employee Board members with options to purchase registered stock of the corporation equaling the value of $100,000 for each of the three non-employee Board members using standard evaluation methods.  The Board granted options to purchase an aggregate of 2,061,540 shares to its three non-employee Board members; the exercise price for each option is $0.24 per share. The options expire at the end of ten years. The $300,000 compensation is for services on the Board during all or part of the calendar year 2008 and is deemed fully vested on the date of the grant. Operations were charged with $300,000 for the year ended December 31, 2008.

The estimated fair value of the options was determined using the Black-Scholes option pricing model. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 71.33% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-The-Counter Bulletin Board. The risk-free interest rate of 3.0% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option of five years is based on historical exercise behavior and expected future experience.

Employment Agreement - On April 29, 2007, the Company entered into an Employment Agreement with Vivek Bhaman (the “Bhaman Agreement”) pursuant to which Mr. Bhaman agreed to serve as the President and Chief Operating Officer of the Company.  Mr. Bhaman’s employment under the Bhaman Agreement commenced on May 1, 2007 and continued for a term of one year from May 1, 2007, the date on which he became a full-time employee of the Company. The term of the Bhaman Agreement automatically extended for successive one-year periods unless otherwise terminated by the parties, in accordance with the terms of the Bhaman Agreement. The following represents the material terms of the Bhaman Agreement:

 
·
Annual salary of $250,000;

 
·
Cash bonus equal to twenty-five percent (25%) of the annual salary in the event the Company records revenue of $500,000 for the calendar year 2007; and Mr. Bhaman is an employee of the Company;

 
·
Grant of 100,000 stock options valued at $21,032 with a term of 10 years and an exercise price of $0.080 per share which vest  on the commencement date of employment, May 1, 2007;

 
·
Grant of 200,000 stock options valued at $44,064 with a term of 10 years and an exercise price of $1.00 per share which vest on May 1, 2008; and

 
·
Grant of 200,000 stock options valued at $32,211 with a term of 10 years and an exercise price of $1.50 per share which vest on May 1, 2009.

The estimated fair value of the options was determined using the Black-Scholes option pricing model. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 137.60% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-The-Counter Bulletin Board. The risk-free interest rate of 4.0% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option of five years is based on historical exercise behavior and expected future experience.

Amended Employment Agreement

On October 12, 2008, the Company entered into an Amendment to the Employment Agreement of Vivek Bhaman, (the “Amendment”). Pursuant to the Amendment, Mr. Bhaman’s base salary effective May 1, 2008 is $300,000, representing an annual increase of $50,000. The Company has the option to defer payment of any or all of the increase until April 30, 2009. It was deferred and the Company elected to pay the increase in shares of the Company’s common stock at a 25% discount to the market price of the Company’s common stock on April 30, 2009. The Bonus provision of Mr. Bhaman’s employment agreement has been deleted. In addition, pursuant to the Amendment, Mr. Bhaman was granted an aggregate of 6,000,000 options to purchase shares of the Company’s common stock at an exercise price of $0.055 per share with a term of 10 years comprised of (i) 1,000,000 options vesting immediately valued at $50,782, and (ii) 5,000,000 options valued at $253,909, vesting at a rate of 125,000 options per quarter. The vesting schedule of the 5,000,000 options may be accelerated if the market price of the Company’s common stock exceeds certain thresholds pursuant to the terms of the Amendment. In addition, pursuant to the Amendment, in the event that Mr. Bhaman’s employment with the Company is terminated, he shall be entitled to severance pay equal to his regular monthly salary for a period not to exceed six months.

 
17

 

There are 1,425,000 options vested at September 30, 2009 under the original and amended employment agreements.

The estimated fair value of the options was determined using the Black-Scholes option pricing model. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 125.20% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-The-Counter Bulletin Board. The risk-free interest rate of 2.0% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option of five years is based on historical exercise behavior and expected future experience.  Operations were charged $50,782 for the vesting of the 1,000,000 options on October 1, 2008.

 President’s resignation and interim President appointed

On February 3, 2009, Vivek Bhaman resigned as President, Chief Operating Officer and Treasurer of 3DIcon Corporation effective March 3, 2009.  Mr. Bhaman was due an aggregate of $41,667 compensation for January and February 2009 under the terms of the April 29, 2007 Employment Agreement.  Additionally, he is due $41,667 under the terms of the October 12, 2008 Amended Employment Agreement, which increased his annual compensation to $300,000 from $250,000.  Under the terms of the contract, the Company elected to defer the $50,000 increase until April 30, 2009 and pay the increased compensation in registered common stock discounted at 25% to the market price.  Mr. Bhaman was issued 1,851,852 registered common shares at $0.0225 per share for the $41,667 deferred compensation.  The Company has been unable to pay Mr. Bhaman for the remaining $41,667 compensation under his original Employment Contract.  Additionally, under the terms of the employment agreements, Mr. Bhaman has vested 1,425,000 options to purchase shares of common stock of the Company at prices ranging from $0.055 to $1.00 per share that expire at various dates through October 12, 2018.  In connection with his resignation, the Company agreed to waive certain provisions of Mr. Bhaman's employment agreement which prevented him from continuing to serve as a Director of the Company following the termination of his employment. Accordingly, Mr. Bhaman continued to serve as a Director of the Company.

On April 29, 2009 the Company and Mr. Bhaman signed a Separation Agreement And Release (the “Agreement”) whereby the Company agreed to settle the $41,667 compensation due by paying Mr. Bhaman an aggregate of one hundred thousand dollars ($100,000) (the “Settlement”), 75% of which shall be payable in the form of a “Stock Payout” and 25% of which shall be payable in “Cash Consideration”.  Under the Stock Payout Mr. Bhaman shall receive the aggregate sum of $4,000 per week, payable in registered shares of the Company’s common stock calculated at a 50% discount to the average closing price for the five days prior to the weekly issuance.  Under the Cash Consideration Mr. Bhaman shall receive the greater of $500 or 25% of any amounts paid to the remaining three full time employees and amount owed for 2008 legal service to Newton, O’Connor, Turner & Ketchum, P.C.  Any unpaid amounts will bear interest at 8% or at the option of Mr. Bhaman, be payable in registered shares of the Company’s common stock calculated  at a 50% discount to the average closing price for the five days prior, provided, however, that the amount of shares issued in any one week, shall not exceed 450,000 shares.  During the nine months ended September 30, 2009, the Company issued 6,950,775 shares of common stock to Mr. Bhaman in payment of $77,667 under the terms of the Agreement.

On February 9, 2009, the Board of Directors of the Company appointed James N. Welsh to serve as the Company’s Interim Chief Operating Officer and Treasurer. His appointment was effective as of March 1, 2009. On May 5, 2009, Mr. Bhaman resigned as a Director of the Company.

Employment Agreement

On July 28, 2008 the Company entered into an Employment Agreement with Dr. Hakki Refai (the “Employment Agreement”) pursuant to which Dr. Refai has agreed to serve as the Chief Technology Officer of the Company. Dr. Refai’s employment under the Employment Agreement commenced on October 1, 2008 and will continue for a term of one year from October 1, 2008, the date on which he became a full-time employee of the Company. The term of the Employment Agreement will automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the Employment Agreement. The following represents the material terms of the Employment Agreement:

 
18

 

 
·
Annual salary of $175,000 until the achievement of certain technical milestones as provided in the Employment Agreement (the “Technical Milestones”). Upon achievement of the Technical Milestones, the annual salary shall increase to $200,000;

 
·
Commission which shall not exceed 3% of sales of the Company’s Pixel Precision™ and CSpace™ technologies products, which commission shall not exceed $30,000 for the 12 month period commencing on October 1, 2008 and $50,000 for the 12 month period commencing on October 1, 2009; and

 
·
Grant of 5,000,000 incentive stock options with a term of 10 years and an exercise price of $0.085 per share which vest as follows:

 
1.
The first installment of 500,000 options, valued at $33,622, are vested and exercisable on October 1, 2008, the date Dr. Refai commences full-time employment;

 
2.
3,500,000 options, valued at $235,357, vesting in accordance with certain technical achievements, deliverables and milestones as provided in the Employment Agreement; and

 
3.
1,000,000 options vesting in accordance with certain non-technical, general milestones as provided in the Employment Agreement or upon severance of the Employment Agreement under certain conditions as provided in the Employment Agreement.

The estimated fair value of the options was determined using the Black-Scholes option pricing model. The expected dividend yield of $-0- is based on the average annual dividend yield as of the grant date. Expected volatility of 95.50% is based on the historical volatility of the stock since July 25, 2007, the day the Company began trading on the Over-The-Counter Bulletin Board. The risk-free interest rate of 2.0% is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option of five years is based on historical exercise behavior and expected future experience.  Operations were charged $100,867 in 2008 for the vesting of the options cost of Mr. Refai under the terms of the Employment Agreement. There were no options vested in 2009.

The following summary reflects warrant and option activity for the nine months ended September 30, 2009.

  
  
Attached
Warrants
  
  
Golden State
Warrants
  
  
Options
  
                   
Outstanding December 31, 2008
   
852,321
     
966,783
     
20,111,540
 
Granted
   
4,878,395
     
-
     
-
 
Exercised    
   
-
  
   
(22,100)
     
-
 
Cancelled
   
-
  
   
-
     
(6,825,000
)
Outstanding September 30, 2009
   
5,730,716
     
944,683
     
13,286,540
 

Note 6 – Office Lease

The Company signed an Office Lease Agreement (the “Agreement”) on April 24, 2008. The Agreement commences on June 1, 2008 and expires June 1, 2011. At September 30, 2009, minimum future lease payments to be paid annually under the three year non-cancellable operating lease for office space are as follows:
  
2009
 
$
6,820
 
2010
   
27,570
 
2011
   
11,573 
 
   
$
 45,963
 
 
 
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Note 7 – Related Party Transaction

3DIcon engaged the law firm of Newton, O’Connor, Turner & Ketchum as its outside corporate counsel since 2005. John O’Connor, a director of 3DIcon, is the Chairman of Newton, O’Connor, Turner & Ketchum.

Martin Keating, the Chairman and major shareholder, has advanced the company $25,642 and is owed an additional $1,772 in unreimbursed business expenses at September 30, 2009.  Currently there are no specific terms for repayment.

Note 8 – Incentive Stock Plan

In August 2007, the Company established 3DIcon Corporation 2007 Incentive Stock Plan (the "Plan"). The Plan is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company. The total number of shares of stock which may be purchased or granted directly by options, stock awards or restricted stock purchase offers, or purchased indirectly through exercise of options granted under the Plan shall not exceed eight million (8,000,000) shares.  The shares are included in a registration statement filed August 7, 2007, which registered an aggregate of fifteen million shares.

The Company’s Incentive Stock Plan was amended in February 2009 and September 2009 to increase the number of shares available by thirty-five million (35,000,000) and fifty million seven hundred thirty-seven thousand one hundred fifteen (50,737,115), respectively.  Shares totaling 38,010,351 and 1,162,281 were issued from the Plan during the nine months ended September 30, 2009 and 2008, for services rendered to the Company. There are currently 50,917,791 shares available for issuance under the plan.

Note 9 – OCAST Grant

The Oklahoma Center for the Advancement of Science and Technology (OCAST) approved the Company’s application for funding of a matching grant titled 800 Million Voxels Volumetric Display, on November 19, 2008.  The two-year matching grant, totaling $299,932, has a start date of January 1, 2009.  The award is for a maximum of $149,940 for 2009 and the remainder for 2010.  Funding beyond 2009 is contingent upon the Company obtaining matching funds, satisfactory performance evaluation and the availability of funds.  The Company has received $23,403 in matching funds from the grant for the nine-month period ended September 30, 2009.

 Note 10 – Subsequent Events

We have evaluated subsequent events after the balance sheet date of September 30, 2009 through the time of the filing with the Securities Exchange Commission on November 16, 2009 which is the date the financial statements were issued.
 
SRA Modification #2 to Repayment Plan Agreement
 
Pursuant to  the Modification #2 To the Repayment Plan Agreement (“the Agreement”)  signed October 30, 2009, 12, 2009, between the Company  (“Sponsor”), and the University of Oklahoma, (the “University”) the parties modified the Repayment Plan Agreement dated May 12, 2009, and the Modification to Repayment Plan Agreement dated August 28, 2009.  Under the terms of the Agreement, the terms of the Modification to Repayment Plan Agreement dated August 28, 2009 are completely superseded by the terms of this Modification #2 to the Repayment Plan Agreement.
 
To date the Sponsor has met its payment obligations under the Repayment Plan Agreement through July 31, 2009. Accordingly, Sponsor shall pay the University as follows:
 
A. Sponsor shall pay University $35,000 on or before October 30, 2009.
 
In order to retire the outstanding debt of $525,481, Sponsor shall make payments to the University no less than quarterly for an amount equal to 22.5% of any funding received by Sponsor. Eligible funding shall include all revenues, investments in the Company, funding from current sources or other funding, provided, however, that grants or other similar funding with specific allocation to designated research and development projects shall be excluded from such calculation. The first quarter shall commence November 1, 2009. Quarterly payments shall be made within thirty (30) days of the end of each quarter. Accordingly, the first quarterly payment is due to the University on February 2, 2010. For transparency purposes, Sponsor shall provide its financial statements to the University immediately at the end of each quarter. These repayment terms shall remain in effect until the outstanding debt is retired. The University has the right at its sole discretion to request an independent audit of Sponsor’s financial statement the cost of which shall be borne solely by Sponsor.

 
20

 
 
B. In addition to the amounts due and owing as noted above, the additional $290,000 owed to the University, is secured by 4,264,706 shares of 3DICON rule 144 stock priced at $.068, the closing price on Tuesday, October 14, 2008. The collateral shares representing the amount of $290,000 were delivered to the University on June 30, 2009. Shares may be repurchased from the University by the Company for: (i) the price per share rate at the time the collateral shares were issued if such a purchase occurs by September 30, 2009, or (ii) whichever is greater between the price per share rate at the time the collateral shares were issued or market price per share, if such purchase occurs after September 30, 2009.
 
Breach of Repayment Terms: Should Sponsor fail to report revenue or fail to timely pay any of the quarterly amounts owed above, Sponsor acknowledges and agrees that University, immediately and without notice or opportunity to cure, may terminate any or all existing agreements between the parties, including but not limited to, the Exclusive License Agreement, the Facilities/Resources Use Agreement, and the 2009 SRA. Any clauses contained within any of those agreements which conflict with the University’s right to immediately terminate any of the agreements for failure to pay as noted herein are superseded by this Repayment Plan Agreement. Sponsor recognizes that termination of a license agreement with the University shall forfeit Sponsor’s rights to any or all intellectual property licensed to it under the terminated license.
 
Debentures payable

In accordance with the terms of the Second Debenture, an event of default occurs if the common stock of the Company trades at a price per share of $0.21 or lower. The trading price was at $0.21 or lower on several occasions subsequent to September 30, 2009.  On each of the occasions Golden State, by separate letter agreements, agreed that the occasions did not constitute a default and thereby waived the default provision for the occasions.

Subsequent to September 30, 2009 Golden State converted $20,000 of the 6.25% convertible debenture into 2,985,075 shares of common stock at $0.0067 per share under the terms of the Securities Purchase Agreements.

Common stock and paid- in capital

Vivek Bhaman, the former president of the Company, was issued 7,172,688 shares of common stock valued at $40,000 as payment under the terms of the Separation Agreement.   Additionally, common shares totaling 6,284,598 were issued to vendors in payment of $36,500 for services.
 
 
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Plan of Operation

Background:

The Company is engaged in the development of 360 o volumetric imaging and display technology, specifically in the areas identified by the initial in-depth investigation conducted by the University of Oklahoma (OU or University). The identified areas are two major complementary areas of technology that comprise the spectrum of the solution and application (1) a means of recording 3D objects as digital holographic data elements (capture); and (2) a means of reconstructing and displaying the 3D images (display).

Based on the investigation as well as review of existing patents and technologies, it was concluded that the area of 3-D image capture and recording had multiple solutions and technologies that adequately served the market. Therefore our primary area of focus is to develop products and intellectual property in the reconstruction and display of 3D images where we see the most opportunity. We aim to establish strategic partnerships with the assignees or license holders of existing 3D recording technologies as well as integrate our technologies with existing solutions.

The existing products reviewed can generally be broken down into two broad categories: stereoscopic - those that use flat-panels to implement 3D displays on 2D screens, and those that implement volumetric 3D displays. The flat-panel approaches, as previously noted, do not support 3DIcon’s planned embodiment of the technology. However, the application space of volumetric 3D displays supports the Company vision and appears to offer major opportunities for further technology development and creation of intellectual property through the University of Oklahoma, to which 3DIcon will have exclusive world-wide rights.

The research team at OU has been working to integrate open source image capture applications as well as to establish 3D image capture systems.

We continue to build intellectual property through the University of Oklahoma, to which 3DIcon has exclusive rights and engage in product research and development both directly related to the display as well as by-product technologies.

Current Activities and Operations

Currently the Company is pursuing the research and development of volumetric 3-D display technology through the Sponsored Research Agreement (“SRA”) with the University of Oklahoma (“OU”). Our efforts are focused on the technological approach for volumetric display which has been developed into a proof-of-concept system.

 
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Static Volume Display Technology: Also known as CSpace™, 3DIcon has produced the first non-mechanical, 360-degree, multi-view, high-resolution volumetric display. A prototype was demonstrated during September 2008, when a 3D image was created within a proprietary volumetric media (also called projection space or image matrix). This technology incorporates existing and rapidly evolving image projection technologies, such as DLP®/DMD technology from Texas Instruments, allowing 3DIcon to pursue full-color, full-motion 3D visualization, in harmony with 3DIcon’s vision for product development.

We have also released a software product called Pixel Precision™. The current version of the software is 2.0. We plan to continue to pursue this market and provide versions and variations of this software. The plans include enhancements to the functionality as well as variants to address additional opportunities.

We have signed a sales and distribution agreement with Digital Light Innovations (DLi) for the sales, marketing and first level support of the Pixel Precision™ software. Through DLi and its sub-distributors the software is being marketed in the United States as well as in Europe and Asia.
 
The Oklahoma Center for the Advancement of Science and Technology (“OCAST”) approved our application for funding of a matching grant titled 800 Million Voxels Volumetric Display, on November 19, 2008.  The two-year matching grant totals $299,932.  The award is for a maximum of $149,940 for the calendar year 2009 and the remainder for the calendar year 2010.  Funding beyond 2009 is contingent upon satisfactory performance evaluation and the availability of funds.

Progress on Research and Development Activities

The research team at OU filed two new patent applications in the first quarter of 2008 and converted one from a provisional to a utility filing.

Under the aegis of the SRA, the University has filed the following Patent Applications. The Utility Patents have been converted and consolidated from the previously filed Provisional Applications.

Description of Provisional Patent Application as
Filed
 
Description of Utility Patent
Application Filing (Combined)
 
Date of Filing
Swept Volume Display
 
Swept Volume Display
 
September 2006
         
Colorful Translation Light Surface 3D Display
 
Light Surface Display for
 
April 2007
Colorful Translation 3D Volumetric Display
 
Rendering Three-Dimensional
   
3D Light Surface Display
 
Image (Combined)
   
         
Volumetric Liquid Crystal Display
 
Volumetric Liquid Crystal Display
 
April 2007
   
for Rendering Three-Dimensional
   
   
Image (Combined)
   
         
Computer System Interaction with DMD
 
Computer System Interaction with DMD
 
January 2008
Virtual Moving Screen for Rendering Three Dimensional Image
 
Utility Patent Application to be filed
 
January 2008
(Provisional)
Optically Controlled Light Emitting…and System for Optically Written 2D and 3D Displays
  
Utility Patent Application to be filed
  
April 2008
(Provisional)

The Company has also filed its own provisional patent for a new display screen which it believes has significant advantages and market potential.

Further, we are taking steps to explore areas that may be related to assist in the protection of intellectual property assets. In addition, we have begun the process of applying for trademarks related to our 3D technologies.

Our research and development objectives for the 2009 calendar year are as follows. The work will mainly be done by researchers, faculty and selected graduate or doctoral level students at the University of Oklahoma with oversight by 3DIcon personnel:
 
 
23

 

I. Static Volumetric Display (CSpace™)

 
·
Continue work on development of blue and red up-conversion materials.
 
·
Synthesize near-transparent projection media suitable for dispersion of display materials.
 
·
Investigate the use of additional technologies for development of image space that enhance the commercialization of the technology. Dr. Hakki Refai has begun collaboration with parties outside of OU to explore alternate material development strategies.
 
·
Demonstrate improvements in optical properties for transparent projection materials for Static Volumetric Display and Nano-materials

II. By-Product Technologies

 
·
Continue to generate revenue from Pixel Precision™ the DMD Control Software for DMD Application development markets
 
·
Develop next generation of Pixel Precision™ software for controlling multiple DMDs as well as for controlling the next generation of the DMD-Discovery™ series
Support Pixel Precision™ for the Discovery 4000 series (D4000).

III. New 3D Technologies

 
·
Continue to pursue new 3D opportunities across a broad technological spectrum, with the ultimate goal of the creation of a “free space” 3D display (i.e., one without a visible containment vessel).

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2008

Revenue

We launched our first software product PixelPrecision™. We appointed Digital Light Innovations for the sales and distribution of this product in March 2008.

We have earned income from the sales of PixelPrecision™ for the third quarter of 2009 of $4,000 compared to $7,000 for the three months ended September 30, 2008.  Shared marketing support costs are charged to operations when incurred.

We expect sales of Pixel Precision™ to the installed and active user base of the earlier D1100 and D3000 systems in the near term and as companion product sales to D4000 systems.  We expect that the revenue from this product to contribute to the operating expenses (General and Administrative, R&D, Interest Payments) but do not expect the revenue generated in 2009 to cover the operating expenses.

Research and Development Expenses

Our research and development expenses were $80,070 for the three months ended September 30, 2009 as compared to $184,453 for the three months ended September 30, 2008.  The decrease was a result of the SRA being converted to a cost reimbursable basis effective September 1, 2008 under the terms of the revised SRA agreement that was signed October 31, 2008. Additionally on October 1, 2008 we employed Dr. Hakki Refai as Chief Technology Officer who previously was the lead investigator on the SRA with OU.

General and Administrative Expenses

Our general and administrative expenses were $287,825 for the three months ended September 30, 2009 as compared to $479,423 for the three months ended September 30, 2008.  The decrease was mainly due to the termination of consultant contracts in February 2009 ($9,000), and $29,198 of consultant’s options issued in 2008, a reduction in legal fees of approximately $25,000 in 2009 and a reduction in travel and lodging of approximately $7,500 in 2009.
 
 
24

 

Interest Expense

Interest expense for the three months ended September 30, 2009 was $15,160  as compared to $28,853 for the three months ended September 30, 2008. The decrease in interest expense resulted from decreases in the amounts outstanding on our convertible debentures during the periods.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2008

Revenue

We launched our first software product PixelPrecision™. We appointed Digital Light Innovations for the sales and distribution of this product in March 2008.

We have $10,500 earned income from the sales of PixelPrecision™ for the third quarter of 2009 compared to $17,900 for the nine months ended September 30, 2008.  Shared marketing support costs are charged to operations when incurred.

We expect sales of Pixel Precision™ to the installed and active user base of the earlier D1100 and D3000 systems in the near term and as companion product sales to D4000 systems.  We expect that the revenue from this product to contribute to the operating expenses (General and Administrative, R&D, Interest Payments) but do not expect the revenue generated in 2009 to cover the operating expenses.

Research and Development Expenses

Our research and development expenses were $248,912 for the nine months ended September 30, 2009 as compared to $761,132 for the nine months ended September 30, 2008.  The decrease was a result of the SRA being converted to a cost reimbursable basis effective September 1, 2008 under the terms of the revised SRA agreement that was signed October 31, 2008. Additionally on October 1, 2008 we employed Dr. Hakki Refai as Chief Technology Officer who previously was the lead investigator on the SRA with OU.

General and Administrative Expenses

Our general and administrative expenses were $912,546 for the nine months ended September 30, 2009 as compared to $2,008,965 for the nine months ended September 30, 2008.  The decrease was mainly due to the termination of consultant contracts of $35,000 in February 2009, $300,000 of director’s and $116,794 of consultant’s options issued in 2008, a reduction in legal fees of approximately $113,000 in 2009, a reduction in annual meeting expense of approximately $37,000, a reduction in travel and lodging of approximately $41,000 in 2009 and a reduction of approximately $200,000 in salaries and wages.

Interest Expense

Interest expense for the nine months ended September 30, 2009 was $56,596 as compared to $93,228 for the nine months ended September 30, 2008. The decrease in interest expense resulted from decreases in the amounts outstanding on our convertible debentures during the periods.

Financial Condition, Liquidity and Capital Resources

Management remains focused on controlling cash expenses. We recognize our limited cash resources and plan our expenses accordingly. We intend to leverage stock-for-services wherever possible. The operating budget consists of the following expenses:

 
·
Research and development expenses pursuant to our Sponsored Research Agreement with the University of Oklahoma. This includes development of an initial demonstrable prototype and a second prototype for static volume technology
 
·
Acceleration of R&D increased research personnel as well as other research agencies

 
25

 

 
·
General and Administrative expenses: salaries, insurance, investor related expenses, rent, travel, website, etc.
 
·
Hiring executive officers for technology, operations and finance
 
·
Development, support and operational costs related to Pixel Precision™ software
 
·
Professional fees for accounting and audit; legal services for securities and financing; patent research and protection

Our independent registered public accountants, in their audit report accompanying our financial statements for the year ended December 31, 2008, expressed substantial doubt about our ability to continue as a going concern due to our status as a development stage organization with insufficient revenues to fund development and operating expenses.

We had net cash of $63,091 at September 30, 2009.

We had negative working capital of $1,199,758 at September 30, 2009.

During the nine months ended September 30, 2009, we used $424,179 of cash for operating activities, a decrease of $1,061,984 or 71% compared to the nine months ended September 30, 2008. The decrease in the use of cash for operating activities was a result of a decrease in the overall expenses of the Company for 2009.

Cash used in investing activities during the nine months ended September 30, 2009 was $-0-, a decrease of $20,226 compared to the nine months ended September 30, 2008.  The decrease was a result of purchasing office furniture and equipment for the leased office space in 2008.

Cash provided by financing activities during the nine months ended September 30, 2009 was $438,870 , a decrease of $485,186 or 53% compared to the nine months ended September 30, 2008.  The decrease was the result of the decreased debenture funding in 2009.

We expect to fund the ongoing operations through the existing financing in place (see below); through raising additional funds as permitted by the terms of Golden State Equity Investors, Inc. (“Golden State”) financing as well as reducing our monthly expenses.

Our ability to fund the operations of the Company is highly dependent on the underlying stock price of the Company. As a result of our stock price being around the 52 week low mark and trending downward, our ability to raise cash is restricted.

The ability of the Company to continue as a going concern during the next year depends on the successful completion of the Company's capital raising efforts to fund the development of its planned products.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management plans to fund the future operations of the Company with existing cash of $63,091, grants and investor funding. Under the terms of the Golden State debentures, Golden State may advance an additional $378,787. However, the additional funding would only be available if the Company filed a registration statement.  However, the Company does not plan to file such registration statement. In addition, pursuant to the 4.75% Convertible Debenture due in 2011, beginning in November 2007, Golden State is obligated to submit conversion notices in an amount such that Golden State receives 1% of the outstanding shares of the Company every calendar quarter for a period of one year.  In connection with each conversion, Golden State is expected to exercise warrants equal to 10 times the amount of principal converted.  The warrants are exercisable at $10.90 per share.  The number of warrants exercisable is subject to certain beneficial ownership limitations contained in the 4.75% Debenture and the warrants (“the Beneficial Ownership Limitations”).  The Beneficial Ownership Limitations prevent Golden State from converting on the 4.75% Debenture or exercising warrants if such conversion or exercise would cause Golden State’s holdings to exceed 9.99% of the Company’s issued and outstanding common stock.  Subject to the Beneficial Ownership Limitations, Golden State is required to convert $3,000 of the 4.75% Convertible Debenture and exercise 30,000 warrants per month.  During the nine months ended September 30, 2009, we received an aggregate of $240,000  from Golden State from such warrant exercises.  Based upon our current stock price, and ignoring the impact of the Beneficial Ownership Limitations, we may receive up to $981,000 in funding from Golden State though the remaining 3 months of 2009 as a result of warrant exercises.

 
26

 
 
On November 19, 2008, we received a research grant from OCAST titled the 800 Million Voxels Volumetric Display.  The two-year matching grant totals $299,932.  The award is for a maximum of $149,940 for the calendar year 2009 and the remainder for calendar year 2010.  Funding of the 2009 amount is contingent upon the Company providing matching funds for the first year’s research and submission of all required documentation to OCAST.  Funding beyond 2009 is contingent upon satisfactory performance evaluation and the availability of funds.
 
Pursuant to  the Modification #2 To the Repayment Plan Agreement (“the Agreement”)  signed October 30, 2009, which arose out of the need to modify payments regarding the SRA debt owed by the Company (“Sponsor”), to the University of Oklahoma, (the “University”) pursuant to a Repayment Plan Agreement between the parties dated May 12, 2009, and Modification to Repayment Plan dated August 28, 2009 the parties modified the Repayment Plan Agreement dated May 12, 2009, and the Modification to Repayment Plan Agreement dated August 28, 2009.  Under the terms of the Agreement, the terms of the Modification to Repayment Plan Agreement dated August 28, 2009 are completely superseded by the terms of this Modification #2 to Repayment Plan Agreement.
 
To date Sponsor has met its payment obligations under the Repayment Plan Agreement through July 31, 2009. Accordingly, Sponsor shall pay the University as follows:
 
A. Sponsor shall pay University $35,000 on or before October 30, 2009.
 
 
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In order to retire the outstanding debt of $525,480.78, Sponsor shall make payments to the University no less than quarterly for an amount equal to 22.5% of any funding received by Sponsor. Eligible funding shall include all revenues, investments in the company, funding from current sources or other funding, provided, however, that grants or other similar funding with specific allocation to designated research and development projects shall be excluded from such calculation. The first quarter shall commence November 1, 2009. Quarterly payments shall be made within thirty (30) days of the end of each quarter. Accordingly, the first quarterly payment is due to the University on February 2, 2010. For transparency purposes, Sponsor shall provide its financial statements to the University immediately at the end of each quarter. These repayment terms shall remain in effect until the outstanding debt is retired. The University has the right at its sole discretion to request an independent audit of Sponsor’s financial statement the cost of which shall be borne solely by Sponsor.
 
B. In addition to the amounts due and owing as noted above, the additional $290,000 owed to the University, is secured by 4,264,706 shares of 3DICON rule 144 stock priced at $.068, the closing price on Tuesday, October 14, 2008. The collateral shares representing the amount of $290,000 were delivered to the University on June 30, 2009. Shares may be repurchased from the University by the Company for: (i) the price per share rate at the time the collateral shares were issued if such a purchase occurs by September 30, 2009, or (ii) whichever is greater between the price per share rate at the time the collateral shares were issued or market price per share, if such purchase occurs after September 30, 2009.
 
Breach of Repayment Terms: Should Sponsor fail to report revenue or fail to timely pay any of the quarterly amounts owed above, Sponsor acknowledges and agrees that University, immediately and without notice or opportunity to cure, may terminate any or all existing agreements between the parties, including but not limited to, the Exclusive License Agreement, the Facilities/Resources Use Agreement, and the 2009 SRA. Any clauses contained within any of those agreements which conflict with the University’s right to immediately terminate any of the agreements for failure to pay as noted herein are superseded by this Repayment Plan Agreement. Sponsor recognizes that termination of a license agreement with the University shall forfeit Sponsor’s rights to any or all intellectual property licensed to it under the terminated license.
 
In addition, management has reduced operating expenses further through temporary salary cuts, partial payments to consultants using stock and reduction in daily expenses. We anticipate that this, along with other measures, will reduce our current cash flow burn rate from $267,000 per month to an estimated amount of $120,000 to $150,000 per month.

We also intend to raise additional funds as permitted by the terms of Golden State financing, to help with the short term capital needs.

Off Balance Sheet Arrangements

3DIcon does not engage in any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Significant Accounting Policies

Research and Development Costs

Statement of Accounting Standards No. 2, “Accounting for Research and Development Costs,” requires that all research and development costs be expensed as incurred. Until we have developed a commercial product, all costs incurred in connection with the Sponsored Research Agreement with the University of Oklahoma, as well as all other research and development costs incurred, will be expensed. After a commercial product has been developed, we will report costs incurred in producing products for sale as assets, but we will continue to expense costs incurred for further product research and development activities.
 
 
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Stock-Based Compensation

Since its inception 3DIcon has used its common stock or warrants to purchase its common stock as a means of compensating our employees and consultants. FASB’s standard on accounting for share based payments requires us to estimate the value of securities used for compensation and to charge such amounts to expense over the periods benefited.

The estimated fair value at date of grant of options for our common stock is estimated using the Black-Scholes option pricing model, as follows:
The expected dividend yield is based on the average annual dividend yield as of the grant date. Expected volatility is based on the historical volatility of our stock.  The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience.

 Debentures payable

In accordance with the terms of the Second Debenture an event of default occurs if the common stock of the Company trades at a price per share of $0.21 or lower. The trading price was at $0.21 or lower on several occasions during the nine months ended September 30, 2009.  On each of the occasions Golden State, by separate letter agreements, agreed that the occasions did not constitute a default and thereby waived the default provision for the occasions.

During the nine months ended  September 30, 2009 Golden State converted the reaming balance of $364,000 of the 9.75% convertible debenture into 29,703,510 shares of common stock at prices ranging from $0.029 to $0.009 per share, converted $3,110  of the 4.75% convertible debenture into 15,214,406 shares of common stock at $0.0002 per share and exercised 31,100 warrants at $10.90 per share for $338,900  under the terms of the securities purchase agreements.

Common stock and paid in capital

Concordia was issued 12,895,961 shares of common stock in payment of $126,000 for services under the consulting agreement.  Additionally common shares totaling 29,143,483 were issued to vendors in payment of $284,105 for services.

Pursuant to Subscription Agreements dated March 20, 2009 and April 22, 2009, the Company sold 999,999 shares of the Company’s common stock at a per share price of $.03 per share and warrants to purchase 333,334 shares of its common stock at a price of $.10 per share from closing for a period of twelve months or $.15 per share for the second subsequent twelve months to two accredited individuals. The Company received $30,000 in cash from the sale.  The warrants terminate April 22, 2009

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
 
 
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Changes in Internal Control Over Financial Reporting.  During the most recent quarter ended September 30, 2009, there has been no change in our internal control over  financial  reporting  (as defined in Rule  13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected,  or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A. RISK FACTORS.

N/A

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

 None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Pursuant to a special meeting of the stockholders held on August 21, 2009, the stockholders approved the filing of an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 250,000,000 shares, par value $0.0002 to 750,000,000 shares, par value $0.0002

 
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ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

Exhibit
 
 
Number
 
Description of Exhibit
     
31.1
 
Certifications required by Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
  
Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
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SIGNATURES

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

 
   
 
/s/ Martin Keating
November 16, 2009
 
Martin Keating
   
Chief Executive Officer, Acting Chief Financial
   
Officer and Director (Principal Executive Officer,
   
Principal Accounting Officer and
   
Principal Financial Officer)
 
 
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