As of December 31, 2015, the aggregate market
value of the voting stock held by non-affiliates of the Registrant was approximately $5,647,334 based on a closing price of
$0.084 per share of common stock as quoted on the OTC Markets on such date. On October 12, 2016, we had 96,286,227
shares of common stock, par value $0.001 per share (the "Common Stock") issued and outstanding.
PART
I
Business
History and Overview
Provision
Holding, Inc. and its subsidiary, Provision Interactive Technologies, Inc. (“Provision”), is a purveyor of intelligent
interactive 3D holographic display technologies, software, and integrated solutions for both commercial and consumer focused applications.
Provision's 3D holographic display systems projects full color, high resolution videos into space detached from the screen, without
any special glasses. Provision is currently a market leader in true 3D consumer advertising display products.
We
are focused on the development and distribution of our patented three-dimensional, holographic interactive video displays focused
at grabbing and holding consumer attention particularly and initially in the advertising and product merchandising markets. The
systems display a moving 3D image size to forty inches in front of the display, projecting a digital video image out into space
detached from any screen, rendering truly independent floating images featuring high definition and crisp visibility from far
distances. The nearest comparable to this technology can be seen in motion pictures such as Star Wars and Minority Report, where
objects and humans are represented through full-motion holograms. In addition to selling the hardware for our patented three-dimensional,
holographic interactive video displays, we are building our business into a digital media company offering advertising on a network
of our 3D holographic video displays and integrating them into Provision’s 3D Savings Center kiosks.
We
have a limited operating history upon which an investor can evaluate our business prospects, which makes it difficult to forecast
our future operating results, in light of the risks, uncertainties and problems frequently encountered by companies with limited
operating histories. These include, but are not limited to, competition, the need to develop customers and market expertise, market
conditions, sales, and marketing and governmental regulation.
We
were incorporated in Nevada under the name MailTec, Inc. on February 9, 2004. Pursuant to an Agreement and Plan of Merger, dated
February 14, 2008, which was amended and restated on February 27, 2008 (as amended and restated, the “Agreement”),
MailTec, Inc. with ProVision Merger Corp., a Nevada corporation and wholly owned subsidiary of the Company (the “Subsidiary”)
and Provision Interactive Technologies, Inc., a California corporation (“ProVision”), the Subsidiary merged into ProVision,
and ProVision became a wholly owned subsidiary of the Company. As consideration for the merger of the Subsidiary into ProVision,
the Company issued 20,879,350 shares of the Company’s common stock to the shareholders, creditors, and certain warrant
holders of ProVision, representing approximately 86.5% of the Company’s aggregate issued and outstanding common stock, and
the outstanding shares and debt, and those warrants whose holders received shares of the Company’s common stock, of ProVision
were transferred to the Company and cancelled. Effective February 28, 2008, pursuant to the Agreement, ProVision became a wholly
owned subsidiary of the Company. At the time of the reverse acquisition, MailTec was not engaged in any active business.
Our
corporate headquarters are located in Chatsworth, California and our phone number is (818) 775-1624.
Products
and Services
We
believe we are well positioned to capitalize on advertisers’ demands as ProVision’s HoloVision™ display and
3D Savings Center kiosks offer advertisers and customers an opportunity to reach a highly sought-after, captive audience outside
the home, in familiar settings like grocery stores, malls, convenience stores, gas stations, banks and other retail locations.
We reach the consumer and business professional at the critical time - when they are away from their homes and businesses and
when they are making their buying decisions.
ProVision
is marketing our patented three-dimensional, holographic interactive video display and is also developing and marketing several
new point-of-purchase, and other devices, tailored to specific industries with major international companies or readying to begin
shortly; including the medical, entertainment, government and home markets. ProVision’s floating image display technologies
have multiple potential market applications across a broad spectrum of industries. In addition to hardware sales, we are initially
focusing our efforts on the point-of-purchase and advertising markets.
ProVision’s
HoloVision™ display can be used for a number of applications, including:
Retail
|
|
Education
|
|
Medical
|
|
Entertainment
|
|
Consumer
|
Drug
Stores / Convenience Stores
|
|
Primary
/ Secondary Schools
|
|
Doctors
/ Dentist Offices
|
|
Slot
Machines, Pachinko
|
|
Home
Game Consoles
|
Grocery
Stores
|
|
Universities
|
|
Hospitals
|
|
Casinos
|
|
Computer
Monitors
|
Banking
|
|
Museums
|
|
Imaging
|
|
Lottery
|
|
TV
|
Fast
Food
|
|
Libraries
|
|
|
|
Movie
Theaters
|
|
Cell
Phones
|
Hotels
/ Hospitality
|
|
Science
Centers
|
|
|
|
Video
Games
|
|
|
Electronics
|
|
|
|
|
|
Theme
Parks
|
|
|
The
projected and estimated economic model for retail stores utilizing a kiosk application is (on a per machine basis):
3D Hologram Ads
|
|
Rotation of 10 Second Hologram Ads @ $150 per Ad
|
|
$
|
1,500
|
|
Coupons
|
|
Issuance of 11 Coupon Programs @ $100 per Program
|
|
$
|
1,100
|
|
Net Revenue
|
|
Per Machine (net of agency fees)
|
|
$
|
2,600
|
|
|
|
|
|
|
|
|
Operating Costs
|
|
Monthly Paper, Service and Network Fees
|
|
$
|
150
|
|
|
|
Retailer Share (estimated at 25% of Net Revenue)
|
|
$
|
650
|
|
Operating Costs
|
|
Per Machine
|
|
$
|
800
|
|
|
|
|
|
|
|
|
Monthly Operating Profit Per Machine
|
|
|
|
$
|
1,800
|
|
The
monthly operating profit per machine would be reduced by the financing costs, such as a lease of the machine or funding through
a joint venture such as Pro Dava 3D.
Business
Development
Launching
our first products into grocery stores and retail pharmacies, we have developed a new patented application. Known as the “3D
Savings Center”, this ProVision device projects 3D video advertisements and allows consumers to print coupons as well as
receive non-cash awards. The 3D Savings Center kiosk provides consumer product goods companies and other advertisers with a new
way of promoting their products at the point of purchase, where consumers are making 70% (seventy percent) of their buying decisions.
We
tested our concept in Fred Meyer Stores, a division of The Kroger, Co., installing 3D Savings Center kiosks in the Pacific Northwest.
We received advertising placements from some of the largest manufacturers in the country, including Unilever, Proctor & Gamble,
Johnson & Johnson, BIC and Kimberly Clark. The Company has published a case study of this successful market trial which is
available from the Company.
We have now aligned a retail chain, a hardware
purchaser to buy 3D Savings Center kiosks to install into the retail chain and advertising agencies to sell ads for the 3D Savings
Center kiosks and expect to generate significant revenue from hardware sales and advertising sales in the year ended June 30,
2017.
Rite
Aid Pharmacies
We
plan to build, own, and operate networks of 3D Savings Center kiosks. In April 2013 we had an agreement with Rite Aid Pharmacies
(“Rite Aid”) to install 3D Savings Centers kiosks in all participating Rite Aid stores throughout the United States.
We successfully completed the pilot test phase with nine stores in Los Angeles, and have completed the manufacturing of, and received
payment for, the first 200 3D Savings Center kiosks in March 2015. The Company began shipping the first 200 kiosks to be installed
in stores at the end of March 2015, with installation and deployment continuing through October 2015. We commenced operations
in these stores in June 2015 and started producing limited advertising revenue during the same fiscal quarter. With the successful
incorporation of Rite Aid’s wellness and loyalty program, now known as “Plenti” onto the 3D Savings Center kiosks
in New York and Los Angeles, we have installed approximately 700 kiosks in Rite Aid’s top 10 demographic markets, and made
plans for additional 300 Rite Aid stores in calendar year 2016. The Company will earn advertising revenue from advertisements
in Rite Aid.
ProDava
3D
On
June 30, 2014 the Company entered into an agreement with DB Dava, LLC (“DB”) to help the Company launch the 3D network
in Rite Aid. The agreement creates a newly-formed entity, ProDava 3D, LLC (“ProDava 3D”), to purchase Provision’s
3D Savings Center kiosks for placement into Rite Aid stores. ProDava 3D may purchase up to $50 million in 3D Savings Center kiosks.
The agreement calls for an initial purchase of $2 million of 3D Savings Center kiosks in the fiscal year ending in June 30, 2015.
The Company will generate revenues and gross profit from the sale of machines to ProDava 3D during the fiscal year ended June
30, 2017. The Company will also will earn advertising revenue from advertisements in Rite Aid earned by ProDava 3D.
ProDava
3D is purchasing 3D Savings Center kiosks, manufactured by Provision. These will be placed in high traffic aisles of nationally
recognized retail stores, initially Rite Aid, with advertisements of consumer packaged products, other consumer goods manufacturers
along with local/regional advertisers. Ad sales inventory will include marquee 3D hologram images, coupons, and other rewards
and transactions of products sold in the stores (focused on new product introductions).
Provision’s
contribution to ProDava 3D includes Provision’s know-how, management, and its agreement with the national retail pharmacy
that will be the first target for the 3D Savings Center kiosk launch. Provision will be responsible for manufacturing, installation,
service, maintenance, technical support, network management, advertising, marketing, and accounting of each 3D Savings Center
kiosk for the joint venture. Provision will be compensated for rendering and performing all of these services. The advertising
and other revenues generated from the 3D Savings Center kiosks will be divided among Provision and DB.
For the year ended June 30,
2016 total revenue includes $4,929,346 respectively revenue from a related party. Also, total unearned revenue as of June 30, 2016
of $3,419,616 includes $2,453,159 advance payments for sales orders received from a related party.
Lifestyle
Ventures LLC
The
Company also received a $900,000 deposit from Lifestyle Ventures LLC for the purchase and marketing of Provision’s 3D Savings
Center kiosk to be installed in approved retail store chains. Lifestyle Ventures LLC is required to deposit an additional
$1.1 million with an option to increase its investment up to $20 million.
Other
Business Arrangements
The
Company has signed a Master Collaboration Agreement with Intel Corporation to identify and collaborate on certain technical
and marketing activities as contained in the agreement. Collaboration includes joint technical development and marketing
activities as determined by the two companies.
The
Company has signed a Master Service Agreement with Fujifilm Corporation to provide to Company and its customers with installation
and maintenance serves to the Company’s 3D Savings Center Kiosks inside Rite Aid retail stores.
Competition
Currently,
Provision’s competition is no other 3D companies that may exist in the marketplace, but traditional advertising media like
television, radio, newspapers and magazines. We also compete with companies that operate outdoor and Digital Out-Of-Home
(DOOH) advertising media networks that can be seen at malls, gas stations, and retailers containing traditional 2D (two dimensional)
TV screens or flat screens. We also compete for overall advertising spending with other alternative advertising media companies,
such as Internet, billboard and public transport advertising companies.
The
competition for ProVision’s patented (issued, approved and pending) and proprietary 3D floating image holographic technology
includes alternative 3D displays currently in the marketplace:
Employees
As
of June 30, 2016 we have three employees. None of our employees is represented by a labor union. We have not experienced any work
stoppages and we consider relations with our employees to be good. The company also uses independent contractors to support administration,
marketing, sales and field support activities.
Research
and Development
Research
and Development Activities
At
present, Provision’s patents and patent applications are supplemented by substantial intellectual property we are currently
protecting as trade secrets and proprietary know-how. This includes matter related to all product lines. We expect to file additional
patent applications on a regular basis in the future.
We believe that Provision’s
intellectual property and expertise constitutes an important competitive resource, and we continue to evaluate the markets and
products that are most appropriate to exploit this expertise. In addition, we maintain an active program of intellectual property
protection, both to assure that the proprietary technology developed by us is appropriately protected and, where necessary, to
assure that there is no infringement of Provision’s proprietary technology by competitive technologies.
For the years ended June
30, 2016 and 2015, the Company incurred $311,798 and $127,001, respectively for research and development expense which are included
in the consolidated statements of operations. Our research and development expense is primarily related to employees and contractors
that provide specialized services.
Intellectual Property
ProVision’s floating
image display systems project full-motion 3D digital streaming media 9”- 40” into space detached from
the display unit into free space and should not be confused with autostereoscopic systems. Autostereoscopic 3D systems produced
by various firms’ layer two or more LCD screens, or lenticular lens based screens, while utilizing filters and collumnators
to provide the illusion of depth perception. Such systems are only capable of displaying digital content attached to
layered screens with all images being contained within the actual display unit. Due to the inherent nature of this technology approach
the end result of their product line results in the following characteristics: eye strain, nausea, low resolution, low brightness
and poor quality imagery, all resulting in poor/low customer acceptance. The cost to produce custom and special content for these
screens are excessively expensive and time consuming becoming a major hurdle to overcome for mass adoption. Their major advantage
might be characterized by their “flat screens” and slightly wider viewing angles, however consumer acceptance has been
limited due to the limitations and poor visual experience. Companies attempting to launch these screens include 3D Magnetec, Alisoscopy,
Tridelity, and 3D Fusion. Companies that have tried to launch these types of screens, and have failed or ceased operations, include:
Phillips, Sharp, and Newsight.
The following table summarizes
the status of ProVision patents and trademarks, as of the date hereof, in each instance, ProVision owns all right, title and interest,
and no licenses, security interests, or other encumbrances have been granted on such patents and trademarks.
Patent/Registration #
|
|
Date
|
|
Status
|
|
Type
|
|
Note
|
US 7,568,803 B2
|
|
4-Aug-09
|
|
Issued
|
|
Utility
|
|
Aerial Display System with Low Cost Plastic Spherical Mirror
|
US D527,729 S
|
|
5-Sep-06
|
|
Issued
|
|
Design
|
|
Housing for an Interactive Aerial Display System
|
US D505,948 S
|
|
7-Jun-05
|
|
Issued
|
|
Design
|
|
Housing for an Interactive Aerial Display System
|
US D526,647 S
|
|
15-Aug-06
|
|
Issued
|
|
Design
|
|
Housing for an Interactive Aerial Display System
|
US D506,756 S
|
|
28-Jun-05
|
|
Issued
|
|
Design
|
|
Housing for a Wall-Mounted Aerial Display System
|
US D506,464 S
|
|
21-Jun-05
|
|
Issued
|
|
Design
|
|
Housing for a Hooded Interactive Aerial Display System
|
US 7,614,749 B2
|
|
10-Nov-09
|
|
Issued
|
|
Utility
|
|
Aerial-Image Display Systems with a Plastic Mirror
|
US 6,733,293 B2
|
|
11-May-04
|
|
Issued
|
|
Utility
|
|
Personal Simulator
|
US 6,808,268 B2
|
|
26-Oct-04
|
|
Issued
|
|
Utility
|
|
Projection System for Aerial Display of Three-Dimensional Video Images
|
US 8,279,268 B2
|
|
2-Oct-12
|
|
Issued
|
|
Utility
|
|
Projection System with Wall Structures for Aerial Display of Three-Dimensional Video Images
|
US 7,517,090 B2
|
|
14-Apr-09
|
|
Issued
|
|
Utility
|
|
Real Image Projection Device Having Plastic Curved Mirror for Improving Image and Correcting Aberrations
|
US 7,881,822 B2
|
|
1-Feb-11
|
|
Issued
|
|
Utility
|
|
System and Method for Dispensing Consumer Products
|
12/259,013
|
|
Oct-07
|
|
In Process
|
|
Utility
|
|
HLXX
|
PCT/US07/76554
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Plastic Mirror Methods
|
PCT/US07/76574
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Aerial Display System w/Plastic Optic
|
PCT/US07/76572
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Apparatus with Aerial w/Plastic Optic
|
PCT/US07/76568
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Apparatus
for Image w/Plastic Optic
|
PCT/US07/76566
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Aerial
Image Display w/Plastic Optic
|
PCT/US07/76361
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Projection
System w/Plastic Optic
|
11/843,109
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Plastic Mirror Methods
|
11/843,144
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Aerial Display System w/Plastic Optic
|
11/843,139
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Apparatus with Aerial. w/Plastic Optic
|
11/843,134
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Apparatus
for Image w/Plastic Optic
|
11/843,125
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Aerial
Image Display w/Plastic Optic
|
11/843,115
|
|
Aug-07
|
|
In Process
|
|
Utility
|
|
Projection
System w/Plastic Optic
|
60/839,740
|
|
Aug-06
|
|
In Process
|
|
Utility
|
|
Low Cost Plastic Optic
|
12/287,226
|
|
May-04
|
|
In Process
|
|
Utility
|
|
Aerial Display System
|
11/059,575
|
|
Feb-04
|
|
In Process
|
|
Utility
|
|
Coupon/Product Dispensing Kiosk
|
PCT/US03/25506
|
|
Aug-03
|
|
In Process
|
|
Utility
|
|
Projection system for aerial display
|
78/917,286
|
|
Jun-06
|
|
Issued
|
|
Trademark
|
|
Holocasting
|
3,118,432
|
|
Apr-05
|
|
Issued
|
|
Trademark
|
|
Promotions You Experience
|
2,706,431
|
|
April-03
|
|
Issued
|
|
Trademark
|
|
PITI
|
2,699,733
|
|
Mar-03
|
|
Issued
|
|
Trademark
|
|
PEI
|
2,699,732
|
|
Mar-03
|
|
Issued
|
|
Trademark
|
|
Holosoft
|
76/342,406
|
|
Jan-00
|
|
Allowed
|
|
Trademark
|
|
Holovision: Common Law
|
At present, our patents are
supplemented by substantial intellectual property we are currently protecting as trade secrets and proprietary know-how. This includes
matter related to all product lines. We expect to file additional patent applications on a regular basis in the future.
We believe that our intellectual
property and expertise constitutes an important competitive resource, and we continue to evaluate the markets and products that
are most appropriate to exploit this expertise. In addition, we maintain an active program of intellectual property protection,
both to assure that the proprietary technology developed by us is appropriately protected and, where necessary, to assure that
there is no infringement of our proprietary technology by competitive technologies.
We rely on a combination
of patent, patent pending, copyright, trademark and trade secret laws, proprietary rights agreements and non-disclosure agreements
to protect our intellectual properties. We cannot give any assurance that these measures will prove to be effective in protecting
our intellectual properties. We also cannot give any assurance that our existing patents will not be invalidated, that any patents
that we currently or prospectively apply for will be granted, or that any of these patents will ultimately provide significant
commercial benefits. Further, competing companies may circumvent any patents that we may hold by developing products which closely
emulate but do not infringe our patents. While we intend to seek patent protection for our products in selected foreign countries,
those patents may not receive the same degree of protection as they would in the United States. We can give no assurance that we
will be able to successfully defend our patents and proprietary rights in any action we may file for patent infringement. Similarly,
we cannot give any assurance that we will not be required to defend against litigation involving the patents or proprietary rights
of others, or that we will be able to obtain licenses for these rights. Legal and accounting costs relating to prosecuting
or defending patent infringement litigation may be substantial.
We also rely on proprietary
designs, technologies, processes and know-how not eligible for patent protection. We cannot give any assurance that our competitors
will not independently develop the same or superior designs, technologies, processes and know-how.
While we have and will continue
to enter into proprietary rights agreements with our employees and third parties giving us proprietary rights to certain technology
developed by those employees or parties while engaged by us, we can give no assurance that courts of competent jurisdiction will
enforce those agreements.
Not required for smaller
reporting companies.
Item 1B.
|
Unresolved Staff Comments.
|
Not Applicable.
Our principal executive offices are located
at 9253 Eton Avenue, Chatsworth, California 91311. The offices consist of approximately 7,500 square feet. Rent expense was $69,313
and $74,439 for the years ended June 30, 2016 and 2015, respectively. On March 2, 2016, the Company entered into an Amendment
to Lease in order to extend the current lease through March 31, 2019. The lease calls for monthly rent of $6,719 per month for
the period of April 1, 2016 through March 31, 2017. The monthly rent increases 4% for each of the next two years.
Item 3.
|
Legal Proceedings.
|
From time to time, we may
become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is
subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our
business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect
on our business, financial condition or operating results.
On August 26, 2004, in order to protect its
legal rights and in the best interest of the shareholders at large, the Company filed, in the Superior Court of California, a complaint
alleging breach of contract, rescission, tortuous interference and fraud with Betacorp Management, Inc. In an effort to resolve
all outstanding issues, the parties agreed, in good faith, to enter into arbitration in the State of Texas, domicile of the defendants.
On August 11, 2006, a judgment was awarded against the Company in the sum of $592,312. The Company believes the judgment is without
merit and has filed an appeal. A contingency loss of $592,312 was charged to operations during the year ended June 30, 2007. Subsequently,
The Company filed a counter lawsuit and was awarded a default judgement in its favor, and as such removed the contingency loss
during the year ended June 30, 2016.
Not Applicable.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
NOTE
1
|
ORGANIZATION
AND BASIS OF PRESENTATION
|
Business
Description and Presentation
Provision
Holding, Inc. (“Provision” or the “Company”) focused on the development and distribution of Provision’s
patented three-dimensional, holographic interactive displays focused at grabbing and holding consumer attention particularly and
initially in the advertising and product merchandising markets. The systems display a moving 3D image size to forty inches in
front of the display, projecting a digital video image out into space detached from any screen, rendering truly independent floating
images featuring high definition and crisp visibility from far distances. The nearest comparable to this technology can be seen
in motion pictures such as Star Wars and Minority Report, where objects and humans are represented through full-motion holograms.
Provision’s
proprietary and patented display technologies and software, and innovative solutions aim to attract consumer attention. Currently
the Company has multiple contracts to place Provision’s products into large retail stores, as well as signed agreements
with advertising agents to sell ad space to Fortune 500 customers. Given the technology’s potential in the advertising market,
the Company is focused on creating recurring revenue streams from the sale of advertising space on each unit.
Corporate
History
On
February 14, 2008, MailTec, Inc. (now known as Provision Holding, Inc.) (the “Company”) entered into an Agreement
and Plan of Merger, which was amended and restated on February 27, 2008 (as amended and restated, the “Agreement”),
and closed effective February 28, 2008, with ProVision Merger Corp., a Nevada corporation and wholly owned subsidiary of the Company
(the “Subsidiary”) and Provision Interactive Technologies, Inc., a California corporation (“Provision”).
Pursuant to the Agreement, the Subsidiary merged into Provision, and Provision became a wholly owned subsidiary of the Company.
As consideration for the merger of the Subsidiary into Provision, the Company issued 20,879,350 shares of the Company’s
common stock to the shareholders, creditors, and certain warrant holders of Provision, representing approximately 86.5% of the
Company’s aggregate issued and outstanding common stock, and the outstanding shares and debt, and those warrants whose holders
received shares of the Company’s common stock, of Provision were transferred to the Company and cancelled.
Going
Concern and Management Plans
These financial statements are presented on
the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business over a reasonable length of time. The Company had accumulated deficit at June 30, 2016 of $34,758,262.
The Company has negative working capital of $3,749,885 as of June 30, 2016. These matters raise substantial doubt about the Company’s
ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be
required and, ultimately, to attain profitable operations. Management’s plan to eliminate the going concern situation include,
but are not limited to, the raise of additional capital through issuance of debt and equity, improved cash flow management, aggressive
cost reductions, and the creation of additional sales and profits across its product lines.
Principles
of Consolidation and Reporting
The
consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All significant
inter-company balances and transactions have been eliminated in consolidation. The Company uses a fiscal year end of June 30.
There
have been no significant changes in the Company's significant accounting policies during the year ended June 30, 2016 compared
to what was previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015.
Basis
of comparison
Certain
prior-period amounts have been reclassified to conform to the current period presentation.
PROVISION
HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses,
the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These
estimates and assumptions are based on the Company’s historical results as well as management’s future expectations.
The Company’s actual results could vary materially from management’s estimates and assumptions.
Management
makes estimates that affect certain accounts including, deferred income tax assets, estimated useful lives of property and equipment,
accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied
to estimates are recognized in the year in which such adjustments are determined.
Cash
and Cash Equivalents
The Company considers all highly liquid investments,
with an original maturity of three months or less when purchased, to be cash equivalents. As of June 30, 2016 and 2015, the Company’s
cash and cash equivalents were on deposit in federally insured financial institutions, and at times may exceed federally insured
limits.
Accounts
Receivable
Accounts
receivable are not collateralized and interest is not accrued on past due accounts. Periodically, management reviews the adequacy
of its provision for doubtful accounts based on historical bad debt expense results and current economic conditions using factors
based on the aging of its accounts receivable. After management has exhausted all collection efforts, management writes off receivables
and the related reserve. Additionally, the Company may identify additional allowance requirements based on indications that a
specific customer may be experiencing financial difficulties. Actual bad debt results could differ materially from these estimates.
Inventories
Inventories
are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews its inventories for indications
of slow movement and obsolescence and records an allowance when it is deemed necessary.
Property
and Equipment
Property
and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation
are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings.
For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over
their estimated useful lives. Long-lived tangible assets are reviewed for impairment whenever events or changes in business circumstances
indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized based on estimated fair values
if the sum of expected future undiscounted cash flows of the related assets is less than their carrying values.
Intangibles
Intangibles
represent primarily costs incurred in connection with patent applications. Such costs are amortized using the straight-line method
over the useful life of the patent once issued, or expensed immediately if any specific application is unsuccessful.
Impairment
of Long-Lived Assets and Goodwill
Intangible
assets that are not subject to amortization shall be tested for impairment annually or more frequently if events or changes in
circumstances indicate that the asset might be impaired. The impairment test shall consist of a comparison of the fair value of
an intangible asset with its carrying amount, as defined. If the carrying amount of an intangible asset exceeds its fair value,
an impairment loss shall be recognized in an amount equal to that excess. There was no impairment loss recognized during the years
ended June 30, 2016 and 2015.
The
carrying value of long-lived assets, including amortizable intangibles and property and equipment, are evaluated whenever events
or changes in circumstances indicate that a potential impairment has occurred relative to a given asset or assets. Impairment
is deemed to have occurred if projected undiscounted cash flows associated with an asset are less than the carrying value of the
asset. The estimated cash flows include management’s assumptions of cash inflows and outflows directly resulting from the
use of that asset in operations. The amount of the impairment loss recognized is equal to the excess of the carrying value of
the asset over its then estimated fair value. There was no impairment loss recognized during the years ended June 30, 2016 and
2015.
PROVISION
HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
Revenue
Recognition
The
Company recognizes gross sales when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed
or readily determinable, and collection is probable. It recognizes revenue in accordance with Accounting Standards Codification
(“ASC”) 605, Revenue Recognition (“ASC 605”). Revenue from licensing, distribution and marketing agreements
is recognized over the term of the contract. Revenue from the sale of hardware is recognized when the product is complete and
the buyer has accepted delivery. Provisions for discounts and rebates to customers, estimated returns and allowances, and other
adjustments are provided for in the same period the related sales are recorded.
Cost
of Revenue
Cost
of revenue in respect to sale of hardware consists of costs associated with manufacturing of 3D displays, Kiosk machine, transportation,
and other costs that are directly related to a revenue-generating. Such expenses are classified as cost of revenue in the corresponding
period in which the revenue is recognized in the accompanying income statement.
Depreciation
and Amortization
The
Company depreciates its property and equipment using the straight-line method with estimated useful lives from three to seven
years. For federal income tax purposes, depreciation is computed using an accelerated method.
Shipping
and Handling Costs
The
Company’s policy is to classify shipping and handling costs as a component of Costs of Revenues in the Statement of Operations.
Unearned
Revenue
The Company bills customers in advance for certain
of its services. If the customer makes payment before the service is rendered to the customer, the Company records the payment
in a liability account entitled customer prepayments and recognizes the revenue related to the services when the customer receives
and utilizes that service, at which time the earnings process is complete. The Company recorded $3,419,616 and $2,241,820 as of
June 30, 2016 and 2015, respectively as deferred revenue.
Significant
Customers
During the year ended June 30, 2016 the Company
had one customer which accounted for more than 10% of the Company’s revenues (98%). During the year ended June 30, 2015
the Company had one customer which accounted for more than 10% of the Company’s revenues (64%). As of June 30, 2016 the Company
had no accounts receivable balance. As of June 30, 2015 the Company had one customer who accounted for more than 10% of the Company’s
accounts receivable (99%).
Research
and Development Costs
The
Company charges all research and development costs to expense when incurred. Manufacturing costs associated with the development
of a new process or a new product are expensed until such times as these processes or products are proven through final testing
and initial acceptance by the customer.
For
the years ended June 30, 2016 and 2015, the Company incurred $311,798 and $127,001, respectively for research and development
expense which are included in the consolidated statements of operations.
Fair
Value of Financial Instruments
Fair
value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as
of June 30, 2016 and 2015. The respective carrying value of certain on-balance-sheet financial instruments, approximate their
fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses and notes payable.
Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature
and their carrying amounts approximate fair values or they are receivable or payable on demand.
PROVISION
HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
The
Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances
disclosure for fair value measures. The three levels are defined as follows:
●
|
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
●
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
|
●
|
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
|
|
|
Carrying
|
|
|
Fair Value Measurements
Using Fair Value Hierarchy
|
|
|
|
Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Convertible notes (net of discount) – June 30, 2016
|
|
$
|
6,415,371
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
6,415,371
|
|
Convertible notes (net of discount) – June 30, 2015
|
|
$
|
3,112,943
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
3,112,943
|
|
Derivative liability – June 30, 2016
|
|
$
|
188,128
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
188,128
|
|
Derivative liability – June 30, 2015
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
The
following table provides a summary of the changes in fair value of the Company’s Promissory Notes, which are both Level
3 liabilities as of June 30, 2016:
Balance at June 30, 2015
|
|
$
|
3,112,943
|
|
Issuance of notes
|
|
|
5,417,800
|
|
Deferred financing and debt and warrants discount on convertible notes
|
|
|
(3,336,746
|
)
|
Debt increase due to modification
|
|
|
825,401
|
|
Accretion of debt and warrant discount and prepaid financing costs
|
|
|
913,544
|
|
Re-class to accrued interest and customer deposit into convertible notes payable
|
|
|
368,947
|
|
Issuance of shares of common stock for convertible debt
|
|
|
(859,018
|
)
|
Payments on convertible notes payable
|
|
|
(27,500
|
)
|
Balance June 30, 2016
|
|
$
|
6,415,371
|
|
The
Company determined the value of its convertible notes using a market interest rate and the value of the warrants and beneficial
conversion feature issued at the time of the transaction less the accretion. There is no active market for the debt and the value
was based on the delayed payment terms in addition to other facts and circumstances at the end of June 30, 2016 and 2015.
Derivative
Financial Instruments
The
Company evaluates our financial instruments to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported
in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing
model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should
be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are
classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument
could be required within 12 months of the balance sheet date.
Certain
of the Company’s embedded conversion features on debt and outstanding warrants are treated as derivative liabilities for
accounting purposes under ASC 815 due to insufficient authorized shares to settle these outstanding contracts, or due to other
rights connected with these contracts, such as registration rights. In the case of insufficient authorized share capital available
to fully settle outstanding contracts, the Company utilizes the latest maturity date sequencing method to reclassify outstanding
contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the warrants are
exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement
of these contracts. These instruments do not trade in an active securities market.
PROVISION
HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
The
classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified
at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the
balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12
months of the balance sheet date.
The
Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if
the convertible notes are due on demand.
We
have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an
exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40,
Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures
have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we
have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative
liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period
recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.”
The
following table represents the Company’s derivative liability activity for the period ended:
Balance at June 30, 2015.
|
|
$
|
–
|
|
Derivative liability – insufficient shares
|
|
|
85,960
|
|
Derivative liability – reclass into additional paid in capital due to sufficient shares
|
|
|
(85,960
|
)
|
Initial measurement at issuance date of the notes
|
|
|
389,697
|
|
|
|
|
|
|
Derivative liability reclass into additional paid in capital upon notes conversion
|
|
|
(182,701
|
)
|
Change in fair value of derivative at period end
|
|
|
(18,868
|
)
|
Balance June 30, 2016
|
|
$
|
188,128
|
|
Commitments
and Contingencies:
In
the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out
of its business, that cover a wide range of matters, including, among others, government investigations, environment liability
and tax matters. An accrual for a loss contingency is recognized when it is probable that an asset had been impaired or a liability
had been incurred and the amount of loss can be reasonably estimated.
At
June 30, 2016 and 2015, loss for contingency payable was $-0- and $592,312, respectively.
Accounting
for Stock Option Based Compensation
The
Company calculates compensation costs for all share-based awards to employees based on the grant date fair value of those
awards and recognized over the period during which the employee is required to perform services in exchange for the award (generally
over the vesting period of the award).
Income
Taxes
The
Company has adopted Accounting Standards Codification subtopic 740-10,
Income Taxes
(“ASC 740-10”) which requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between
the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. They are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not
that the Company will not realize tax assets through future operations.
The
Company records uncertain tax positions when they become evident. The Company recognizes in the consolidated financial statements
only those tax positions determined to be more likely than not of being sustained upon examination, based on the technical merits
of the positions. Under these provisions, the Company must assume that the taxing authority will examine the income tax position
and will have full knowledge of all relevant information. For each income tax position that meets the more likely than not recognition
threshold, the Company then assesses the largest amount of tax benefit that is greater than 50 percent likely of being realized
upon effective settlement with the taxing authority. Unrecognized tax positions, if ever recognized in the financial statements,
are recorded in the statement of operations as part of the income tax provision. The Company's policy is to recognize interest
and penalties accrued on uncertain tax positions as part of income tax provision. The Company did not identify any uncertain tax
positions in 2015. The Company remains subject to examination by the Federal and State tax authorities since inception through
June 30, 2016.
PROVISION
HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
JUNE 30, 2016
Basic
and Diluted Income (Loss) per Share
Basic income (loss) per common share is computed
by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted
income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to
include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. As of June 30, 2016, the Company had debt instruments and warrants outstanding
that can potentially be converted into approximately 120,941,836 shares of common stock. 98,322,309 of these shares are included
in the computation as their effect would be dilutive.
Anti-dilutive securities not included in diluted loss per share relating to:
|
|
|
|
Warrants outstanding
|
|
|
–
|
|
Convertible debt and notes payable including accrued interest
|
|
|
22,619,527
|
|
|
|
|
22,619,527
|
|
Material Equity Instruments
The Company evaluates stock options, stock warrants
and other contracts (convertible promissory note payable) to determine if those contracts or embedded components of those contracts
qualify as derivative financial instruments to be separately accounted for under the relevant sections of
ASC 815-40, Derivative
Instruments and Hedging: Contracts in Entity’s Own Equity (“ASC 815”).
The result of this accounting treatment
could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market
at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change
in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative
financial instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to
equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC 815 are
reclassified to a liability account at the fair value of the instrument on the reclassification date.
Certain of the Company’s embedded conversion
features on debt and outstanding warrants are treated as derivative liabilities for accounting purposes under ASC 815-40 due to
insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing
approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The
sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest
maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company
utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These
contracts are recognized currently in earnings until such time as the convertible notes or warrants are exercised, expire, the
related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts.
These instruments do not trade in an active securities market.
During September 2015, the Company had recorded
a charge for the derivative liability resulting from the Company having insufficient shares of $85,960. This derivative liability
is a result of the embedded conversion features of the notes payable to convert 18,231,003 shares, at fixed prices ranging from
$0.04 to $1.00 per share. The liability was recorded at the fair market value, which estimated value, was based upon the remaining
contractual life of the convertible notes payable (the host instrument), using the Black-Scholes pricing model, and since these
earlier notes had reached maturity and were now due on demand the intrinsic value was also considered. The conversion exceeded
the market price accordingly the intrinsic value was also zero. Accordingly the reclassification of the value of these derivatives
had no impact on the Company’s financial statements. On December 31, 2015, the Company amended its Articles of Incorporation
by filing a Certificate of Amendment with the Secretary of State of Nevada to effect an increase in the number of the Company’s
authorized common shares from 100,000,000 to 200,000,000. As such, the related derivative liability has been revalued to $0 at
June 30, 2016.
On June 30, 2016, the Company again amended
its Articles of Incorporation by filing a Certificate of Amendment with the Secretary of State of Nevada to effect an increase
in the number of the Company’s authorized common shares from 200,000,000 to 300,000,000. The increase in the authorized
number of shares of common stock was approved by the Board of Director of the Company on June 30, 2016 and holders of more than
50% of the voting power of the Company’s capital stock. The Company’s ticker symbol and CUSIP remain unchanged.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
Recent
Accounting Pronouncements
In
January 2016, the FASB issued an accounting standard update which requires, among other things, that entities measure equity investments
(except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair
value, with changes in fair value recognized in earnings. Under the standard, entities will no longer be able to recognize unrealized
holding gains and losses on equity securities classified today as available for sale as a component of other comprehensive income.
For equity investments without readily determinable fair values the cost method of accounting is also eliminated, however subject
to certain exceptions, entities will be able to elect to record equity investments without readily determinable fair values at
cost, less impairment and plus or minus adjustments for observable price changes, with all such changes recognized in earnings.
This new standard does not change the guidance for classifying and measuring investments in debt securities and loans. The standard
is effective for us on July 1, 2018 (the first quarter of our 2019 fiscal year). The Company is currently evaluating the
anticipated impact of this standard on our financial statements.
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations
by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.
Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes
Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from
leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability)
and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments
in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal
years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements.
In
March 2016, the FASB issued ASU 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations
(Reporting Revenue Gross versus Net)
that clarifies how to apply revenue recognition guidance related to whether an entity
is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods
or services before they are transferred to the customer and provides additional guidance about how to apply the control principle
when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08
is the same as the effective date of ASU 2014-09
as
amended by ASU 2015-14
,
for annual reporting periods beginning after December 15,
2017, including interim periods
within those years.
The Company has not yet determined
the impact of
ASU 2016-08 on its
consolidated
financial
statements.
In
March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, or ASU No. 2016-09. The areas for simplification
in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences,
classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities,
the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those
annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim
period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity
that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess
tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using
a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period
in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows
when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments
requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating
expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess
tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method.
We are currently evaluating the impact of adopting ASU No. 2016-09 on our consolidated financial statements.
In
April 2016, the FASB issued ASU 2016-10,
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations
and Licensing
, which provides further guidance on identifying performance obligations and improves the operability and understandability
of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as
amended by ASU 2015-14
,
for annual reporting periods beginning after December
15, 2017, including interim periods
within those years.
The Company has not yet determined
the impact of
ASU 2016-10 on its
consolidated
financial
statements.
FASB
ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”
was issued in June 2016 and clarifies the objective of the collectability criterion, presentation of taxes collected from customers,
non-cash consideration, contract modifications at transition, completed contracts at transition and how guidance in Topic 606
is retrospectively applied. The amendments do not change the core principle of the guidance in Topic 606. The effective dates
are the same as those for Topic 606.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
FASB
ASU 2014-12, “Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award
Provide That a Performance Target Could Be Achieved after the Requisite Service Period” was issued June 2014. This guidance
was issued to resolve diversity in accounting for performance targets. A performance target in a share-based payment that affects
vesting and that could be achieved after the requisite service period should be accounted for as a performance condition and should
not be reflected in the award’s grant date fair value. Compensation cost should be recognized over the required service
period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning
after December 15, 2015 and interim periods within those annual periods. This update did not have a significant impact upon early
adoption.
FASB ASU
2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern” was issued September 2014. This provides guidance on determining when and how
to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and
annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements
are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s
ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December
15, 2016, and interim periods thereafter, with early adoption permitted. The Company does not anticipate a significant impact
upon adoption.
FASB
ASU 2015-11, “Simplifying the Measurement of Inventory” was issued in July 2015. This requires entities to measure
most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which
an entity must measure inventory at the lower of cost or market. The ASU will not apply to inventories that are measured by using
either the last-in, first-out method or the retail inventory method. For public business entities, the ASU is effective prospectively
for annual periods beginning after December 15, 2016, and interim periods therein. Upon transition, entities must disclose the
nature of and reason for the accounting change. The Company does not anticipate a significant impact upon adoption.
FASB
ASU No. 2015-15, Interest—Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs
Associated with Line-of-Credit Arrangements” was issued in August 2015 which permits an entity to report deferred debt issuance
costs associated with a line-of-credit arrangement as an asset and to amortize such costs over the term of the line-of-credit
arrangement, regardless of whether there are any outstanding borrowings under the credit line. The ASU applies to all entities
and is effective for public business entities for annual periods beginning after December 15, 2015, and interim periods thereafter,
with early adoption permitted. The guidance should be applied on a retrospective basis. The Company does not anticipate a significant
impact upon adoption.
FASB
ASU 2015-17, “Income Taxes Balance Sheet Classification of Deferred Taxes” was issued in November 2015. This requires
entities to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position and applies
to all entities that present a classified statement of financial position. For public entities, this update is effective for financial
statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company
does not anticipate a significant impact upon adoption.
FASB
ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326)” was issued in June 2016. This ASU amends the
Board’s guidance on the impairment of financial instruments. Under the new guidance, an entity recognizes as an allowance
its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. This ASU
is effective for fiscal years beginning after December 15, 2019. Early adoption will be permitted. The Company does not
anticipate a significant impact upon adoption.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
Inventory
consists of raw materials; work in process and finished goods. The Company’s inventory is stated at the lower of cost (FIFO
cost basis) or market.
The
carrying value of inventory consisted of the following:
|
|
June 30,
2016
|
|
|
June 30,
2015
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
26,619
|
|
|
$
|
262,393
|
|
Work in process
|
|
|
–
|
|
|
|
–
|
|
Finished goods
|
|
|
3,652,485
|
|
|
|
1,372,239
|
|
|
|
|
3,679,104
|
|
|
|
1,634,632
|
|
Less Inventory reserve
|
|
|
(157,365
|
)
|
|
|
(157,365
|
)
|
Total
|
|
$
|
3,521,739
|
|
|
$
|
1,477,267
|
|
At June 30, 2016 and 2015, the inventory reserve remained
unchanged, respectively.
During the year ended June 30, 2016, the Company
prepaid certain expenses related to software licensing fees, freight, supplies and legal expenses. At June 30, 2016, $592,769 of
these expenses remains to be amortized over the useful life through May 2017.
NOTE
4
|
PROPERTY
and EQUIPMENT, net
|
Equipment
consists of the following:
|
|
June
30,
2016
|
|
|
June 30,
2015
|
|
|
|
|
|
|
|
|
Furniture and fixtures
|
|
$
|
12,492
|
|
|
$
|
12,492
|
|
Computer equipment
|
|
|
39,180
|
|
|
|
11,680
|
|
Equipment
|
|
|
4,493
|
|
|
|
4,493
|
|
|
|
|
56,165
|
|
|
|
28,665
|
|
Less accumulated depreciation
|
|
|
(29,429
|
)
|
|
|
(28,665
|
)
|
Total
|
|
$
|
26,736
|
|
|
$
|
–
|
|
The
aggregate depreciation charge to operations was $764 and $107 for the years ended June 30, 2016 and 2015, respectively. The depreciation
policies followed by the Company are described in Note 1.
NOTE
5
|
PREPAID
FINANCING COSTS
|
The
Company pays financing costs to consultants and service providers related to certain financing transactions. The financing costs
are then amortized over the respective life of the financing agreements. As such, the Company has prepaid $1,287,109 and $457,886
in financing costs at June 30 2016 and 2015, respectively.
Prepaid financing costs are presented with the net convertible
debt as appropriate.
The aggregate amortization of prepaid financing
cost charged to operations was $514,207 and $-0- for years ended June 30, 2016 and 2015, respectively.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
NOTE
6
|
INTANGIBLES,
net of accumulated amortization
|
Intangibles
consist of the following:
|
|
June 30,
2016
|
|
|
June 30,
2015
|
|
|
|
|
|
|
|
|
Patents in process
|
|
$
|
142,116
|
|
|
$
|
124,016
|
|
Patents issued
|
|
|
58,037
|
|
|
|
58,037
|
|
|
|
|
200,153
|
|
|
|
182,053
|
|
|
|
|
|
|
|
|
|
|
Less accumulated amortization
|
|
|
(27,428
|
)
|
|
|
(24,932
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
172,725
|
|
|
$
|
157,121
|
|
The
aggregate amortization expense charged to operations was $2,496 and $2,496 for years ended June 30, 2016 and 2015, respectively.
The amortization policies followed by the Company are described in Note 1.
As
of June 30, 2016, the estimated future amortization expense related to finite-lived intangible assets was as follows:
Fiscal year ending,
|
|
|
|
June 30, 2017
|
|
$
|
2,496
|
|
June 30, 2018
|
|
|
2,496
|
|
June 30, 2019
|
|
|
2,496
|
|
June 30, 2020
|
|
|
2,496
|
|
June 30, 2021
|
|
|
2,496
|
|
Thereafter
|
|
|
160,245
|
|
|
|
|
|
|
Total
|
|
$
|
172,725
|
|
During February 2015 the Company settled with
a convertible note holder to repay the principal and accrued interest due with an interest free scheduled payment plan. On the
date of the settlement the principal and accrued interest had a total value of $333,563. The scheduled payment plan calls for payments
totaling $260,000. Accordingly, the Company recorded $73,562 of gain on debt extinguishment in June 2015. The Company repaid $201,420
on this debt during the year ended June 30, 2016. The remaining balance is $16,795 and $218,215 at June 30, 2016 and 2015, respectively.
On August 26, 2004, in order to protect its
legal rights and in the best interest of the shareholders at large, the Company filed, in the Superior Court of California, a complaint
alleging breach of contract, rescission, tortuous interference and fraud with Betacorp Management, Inc. In an effort to resolve
all outstanding issues, the parties agreed, in good faith, to enter into arbitration in the State of Texas, domicile of the defendants.
On August 11, 2006, a judgment was awarded against the Company in the sum of $592,312. A contingency loss of $592,312 was charged
to operations during the year ended June 30, 2007. Subsequently, The Company filed a counter lawsuit and was awarded a default
judgement in its favor, and as such removed the contingency loss during the year ended June 30, 2016 (Note 15).
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
Convertible
debt consists of the following:
|
|
June 30,
2016
|
|
|
June 30,
2015
|
|
|
|
|
|
|
|
|
Convertible notes payable, annual interest rate of 10%, due dates range from May 2010 to June 2019 and convertible into common stock at a rate of $0.06 to $1.00 per share.
|
|
$
|
8,625,015
|
|
|
$
|
2,899,385
|
|
Convertible note payable, annual interest rate of 10%, convertible into common stock at a rate of $1.00 per share and due July 2017.
|
|
|
750,000
|
|
|
|
750,000
|
|
Unamortized prepaid financing costs
|
|
|
(1,287,109
|
)
|
|
|
(457,886
|
)
|
Unamortized warrants discount to notes
|
|
|
(363,663
|
)
|
|
|
–
|
|
Unamortized debt discount
|
|
|
(1,308,872
|
)
|
|
|
(78,556
|
)
|
|
|
|
6,415,371
|
|
|
|
3,112,943
|
|
Less current portion
|
|
|
(609,905
|
)
|
|
|
(999,385
|
)
|
Convertible debt, net of current portion and debt discount
|
|
$
|
5,805,466
|
|
|
$
|
2,113,558
|
|
As of June 30, 2016, the Company has $526,885
of convertible debt that is in default and past the due date. These debts are included in the $609,905 of current portion of notes
payable, net of discounts.
During
the year ended June 30, 2016, the Company issued $5,417,800 in 12% Series A Senior Secured Convertible Promissory Notes, convertible
into shares of the Company’s Common Stock at a conversion price of $0.10 per share. Each sub
s
criber will receive,
for every $1,000 in Promissory Notes purchase, Series A Warrants to purchase 2,000 shares of the Company’s Common Stock
at an exercise price of $0.15 per share. The Promissory Notes shall be secured by all current and future assets of the Company
on a pro-rata basis. The Company received net proceeds of $4,775,468, balance $545,780 was shown as deferred financing cost and
$96,552 was adjusted against the old accounts payable. In relation to the above note, the Company incurred $104,400 as additional
deferred financing cost. During the year ended June 30, 2016, the Company issued warrants to placement agents at exercise price
of $0.15 per share which was valued at $685,250 and recorded as deferred financing cost.
For
the year ended June 30, 2016, the Company charged $514,207 as amortization of deferred financing cost.
On
or after six months from the original issue date, the Subscriber will have the right, at the Subscriber's option, to convert all
or any portion of the principal and any accrued but unpaid interest into shares of the Company’s Common Stock at a Conversion
Price of $0.10. The Conversion Price may be adjusted for any merger, stock split or dividend. Interest shall be payable at the
rate of 12% per annum and shall be due and payable quarterly, in arrears, with the initial interest payment due September 30,
2015 (from the date of issuance), and continuing thereafter on each successive December 31, March 31, June 30 and September 30
and of each year. Standard events of default such as failure to pay interest or principal on the Notes, failure to convert the
Notes, and certain events related to insolvency. The Exercise Price of each Warrant is $0.15 per share. Each Warrant expires five
years after issuance. The Exercise Price may be adjusted for any merger, stock split or dividend.
The Company allocated the proceeds from the
sale of the above promissory notes and related warrants based on the relative fair values at the time of issuance with the proceeds
allocated to the warrants accounted for as additional paid-in-capital. The detachable Warrants were valued at $567,761 using Black-Scholes
model, as the fair value of convertible promissory notes on commitment date was $567,761. The effective conversion price is calculated,
which is lower than the stock price on issuance dates, and therefore, the Company determined that the instrument’s effective
conversion price was in-the-money at the instrument’s commitment date (a “beneficial conversion feature”). The
intrinsic value of the conversion option (beneficial conversion feature) is $1,310,900, and the Company recorded $1,310,900 beneficial
conversion feature to additional paid in capital.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
During the year ended June 30, 2016 the few
holders of the Note converted $579,500 including accrued interest value into 6,961,195 shares of the Company's common stock.
On May 6, 2016, the Company exchanged a debenture
with an unpaid principal amount of $195,000 and unpaid interest of $94,839 for $7,821 in cash, a 12% Senior Secured Convertible
Promissory Note for $282,018 convertible into the Company’s common stock at $0.10 per share and a warrant to purchase 564,036
shares of the Company’s common stock at $0.15 per share which expires on May 6, 2021. The Company determined fair value of
new debt $535,834 and fair value of warrants $91,317 as a result was recorded $345,133 as a loss on debt extinguishment during
the year ended June 30, 2016. On June 30, 2016 the holder of the Note converted $282,018 full face value into 2,820,180 shares
of the Company's common stock. The balance on the Note as of June 30, 2016 is $-0-.
On June 30, 2016, the Company entered into
an agreement, effective May 18, 2016, to exchange promissory notes held by two noteholders for promissory notes and warrants.
The original notes (“Original Notes”) had a principal balance of $140,000 with accrued interest of $84,599, subject
to a substantial increase if default provisions of the Original Notes, which the Company disputed, were applied. The principal
and interest total of $224,599, subject to a substantial increase if default provisions of the Original Notes which the Company
disputed were applied, was convertible at $0.03 per share. The Original Notes were exchanged for promissory notes (“New
Notes”) with a conversion price of $0.10 per share and interest rate of 12% and a principal balance of $1,050,000, a discount
to the mandatory default amount of the Original Notes claimed by the noteholders, which the Company disputed,. The holders of
the New Notes will also receive warrants to purchase the Company’s common stock, equal to 20% of the initial convertible
amount of the New Notes, at an exercise price of $0.15 per share. The Company determined fair value of new debt $2,310,000 and
fair value of warrants $434,700 as a result was recorded $2,520,100 as a loss on debt extinguishment during the year ended June
30, 2016. The balance on the Note as of June 30, 2016 is $1,050,000 ($825,401 increase in principal notes balance was included
in loss on debt extinguishment).
Accrued
and unpaid interest for convertible notes payable at June 30, 2016 and 2015 was $1,678,138 and $1,520,620, respectively.
For
the years ended June 30, 2016 and 2015, $511,101 and $241,012 was charged as interest on debt and shown as interest expenses,
respectively.
For the year ended June 30, 2016, $204,098 was
expensed in the statement of operation as amortization of warrant discount, respectively. For the year ended June 30, 2016 and
2015, $155,356 and $18,668 was amortized of debt discount, respectively.
Derivative
Liability
On
August 3, 2015, the Company entered into a Loan Agreement with an investor pursuant to which the Company reissued a convertible
promissory note from a selling investor in the principal amount of for up to $97,000. The Note is convertible into shares of common
stock at an initial conversion price subject to adjustment as contained in the Note. The Conversion Price is the 70% of the VWAP
for the prior 30 days, not lower than $0.07. The Note accrues interest at a rate of 8% per annum and matures on August 3, 2018.
The note was sold to an investor on August 5, 2015.
Due
to the variable conversion price associated with this convertible promissory note, the Company has determined that the conversion
feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company
record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value
as of each subsequent balance sheet date.
The
initial fair value of the embedded debt derivative of $102,296 was allocated as a debt discount $27,714 was determined using intrinsic
value with the remainder $74,582 charged to current period operations as interest expenses. The fair value of the described embedded
derivative was determined using the Black-Scholes Model with the following assumptions:
(1) dividend yield of
|
|
0%;
|
(2) expected volatility of
|
|
145%,
|
(3) risk-free interest rate of
|
|
0.99%,
|
(4) expected life of
|
|
3 years, and
|
(5) fair value of the Company’s common stock of
|
|
$0.09 per share.
|
On
August 5, 2015, the Company entered into a Loan Agreement with an investor pursuant to which the Company reissued a convertible
promissory note from a selling investor in the principal amount of for up to $97,000. The Note is convertible into shares of common
stock at an initial conversion price subject to adjustment as contained in the Note. The Conversion Price is the 90% of the current
fair market price, not lower than $0.05. The Note accrues interest at a rate of 8% per annum and matures on August 5, 2017. The
note was fully converted August 5, 2015.
Due
to the variable conversion price associated with this convertible promissory notes, the Company has determined that the conversion
feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company
record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value
as of each subsequent balance sheet date.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
The
initial fair value of the embedded debt derivative of $80,405 was allocated as a debt discount $10,778 was determined using intrinsic
value with the remainder $69,627 charged to current period operations as interest expenses. The fair value of the described embedded
derivative was determined using the Black-Scholes Model with the following assumptions:
(1) dividend yield of
|
|
0%;
|
(2) expected volatility of
|
|
156%,
|
(3) risk-free interest rate of
|
|
0.73%,
|
(4) expected life of
|
|
2 years, and
|
(5) fair value of the Company’s common stock of
|
|
$0.06 per share.
|
On June 10, 2016, the Company entered into a
Loan Agreement with an investor pursuant to which the Company reissued a convertible promissory note from a selling investor in
the principal amount of for up to $160,330. The Note is convertible into shares of common stock at an initial conversion price
subject to adjustment as contained in the Note. The Conversion Price is the 80% of the average closing price of the last thirty
trading days of the stock, not lower than $0.10. The Note accrues interest at a rate of 7% per annum and matures on December 10,
2017.
Due
to the variable conversion price associated with this convertible promissory notes, the Company has determined that the conversion
feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company
record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value
as of each subsequent balance sheet date.
The initial fair value of the embedded debt
derivative of $206,996 was allocated as a debt discount $76,163 was determined using intrinsic value with the remainder $130,833
charged to current period operations as interest expenses. The fair value of the described embedded derivative was determined using
the Black-Scholes Model with the following assumptions:
(1) dividend yield of
|
|
0%;
|
(2) expected volatility of
|
|
164%,
|
(3) risk-free interest rate of
|
|
0.87%,
|
(4) expected life of
|
|
36 months
|
(5) fair value of the Company’s common stock of
|
|
$0.26 per share.
|
During
the years ended June 30, 2016 and 2015, the Company recorded the loss (gain) in fair value of derivative in the amount of $18,868
and $171,121, respectively.
For the years ended June 30, 2016 and 2015,
$39,883 and $-0-, were expensed in the statement of operation as amortization of debt discount related to above notes and shown
as interest expenses, respectively.
The
following table represents the Company’s derivative liability activity for the period ended:
Balance at June 30, 2015
|
|
$
|
–
|
|
Derivative liability – insufficient shares
|
|
|
85,960
|
|
Derivative liability – reclass into additional paid in capital due to sufficient shares
|
|
|
(85,960
|
)
|
Initial measurement at issuance date of the notes
|
|
|
389,697
|
|
Derivative liability reclass into additional paid in capital upon notes conversion
|
|
|
(182,701
|
)
|
Change in fair value of derivative at period end
|
|
|
(18,868
|
)
|
Balance June 30, 2016
|
|
$
|
188,128
|
|
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
NOTE
9
|
Derivative
financial instruments
|
The
following table presents the components of the Company’s derivative financial instruments associated with convertible promissory
notes (Notes 8) and warrants (Note 12), which have no observable market data and are derived using the Black-Scholes option pricing
model measured at fair value on a recurring basis, using Level 1 and 3 inputs to the fair value hierarchy, at June 30, 2016:
|
|
|
2016
|
|
|
|
2015
|
|
Embedded conversion features
|
|
$
|
–
|
|
|
$
|
–
|
|
Warrants
|
|
|
–
|
|
|
|
–
|
|
Insufficient shares
|
|
|
–
|
|
|
|
–
|
|
Derivative financial instruments
|
|
$
|
–
|
|
|
$
|
–
|
|
These
derivative financial instruments arise as a result of applying
ASC 815 Derivative and Hedging
(“ASC 815”),
which requires the Company to make a determination whether an equity-linked financial instrument, or embedded feature, is indexed
to the entity’s own stock. This guidance applies to any freestanding financial instrument or embedded features that have
the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s
own stock.
During
the year ended June 30, 2016, the Company issued notes with embedded conversion features and warrants to purchase common stock
and the Company did not, at the date of issuance of these instruments, have a sufficient number of authorized and available shares
of common stock to settle the outstanding contracts which triggered the requirement to account for these instruments as derivative
financial instruments until such time as the Company has sufficient authorized shares.
On
December 31, 2015, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the Secretary of
State of Nevada to effect an increase in the number of the Company’s authorized common shares from 100,000,000 to 200,000,000.
On
June 30, 2016, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the Secretary of State
of Nevada to effect an increase in the number of the Company’s authorized common shares from 200,000,000 to 300,000,000.
The increase in the authorized number of shares of common stock was approved by the Board of Director of the Company on June 30,
2016 and holders of more than 50% of the voting power of the Company’s capital stock. The Company’s ticker symbol
and CUSIP remain unchanged.
At
June 30, 2016 and 2016, $90,000 and $108,000, respectively, of debt was outstanding with interest rates of 8% to 15%.
During the year ended June 30, 2016, the Company
repaid $18,000 of principal on these notes.
Accrued and unpaid interest for these notes
payable at June 30, 2016 and 2015 was $26,528 and $39,349, respectively.
For
the years ended June 30, 2016 and 2015, $6,450 and $11,548 was charged as interest on debt and shown as interest expenses, respectively.
Lease Agreement - The Company leases its office
space under a month-to-month lease. Rent expense was $69,313 and $74,439 for the years ended June 30, 2016 and 2015, respectively.
On March 2, 2016, the Company entered into an Amendment to Lease in order to extend the current lease through March 31, 2019. The
lease calls for monthly rent of $6,719 per month for the period of April 1, 2016 through March 31, 2017. The monthly rent increases
4% for each of the next two years.
The future minimum payments under this lease
are as follows:
Fiscal year ending,
|
|
|
|
June 30, 2017
|
|
$
|
81,435
|
|
June 30, 2018
|
|
|
84,696
|
|
June 30, 2019
|
|
|
65,412
|
|
|
|
|
|
|
Total
|
|
$
|
231,543
|
|
The
Company is delinquent in remitting its payroll taxes to the applicable governmental authorities. Total due, including estimated
penalties and interest is $590,799 and $655,446 at June 30, 2016 and 2015, respectively
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
Preferred
Stock
The Company is authorized to issue 4,000,000
shares of Preferred Stock with a par value of $0.001 per share as of June 30, 2016. Preferred shares issued and outstanding at
June 30, 2016 and 2015 were 1,000 shares and 0 shares respectively.
On
December 30, 2015, the Company filed an amendment to the Company's Articles of Incorporation, as amended, in the form of a Certificate
of Designation that authorized for issuance of up to 1,000 shares of Series A preferred stock, par value $0.001 per share, of
the Company designated “Super Voting Preferred Stock” and established the rights, preferences and limitations thereof.
The pertinent rights and privileges of each share of the Super Voting Preferred Stock are as follows:
(i)
each share shall not be entitled to receive any dividends nor any liquidation preference;
(ii)
each share shall not be convertible into shares of the Company’s common stock;
(iii)
shall be automatically redeemed by the Company at $0.10 per share on the first to occur of the following triggering events: (a)
90 days following the date on which this Certificate of Designation is filed with the Secretary of State of Nevada or (b) on the
date that Mr. Thornton ceases, for any reason, to serve as officer, director or consultant of the Company; and
(iv)
long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a
class, shall have the right to vote in an amount equal to 51% of the total vote (representing a majority voting power) effecting
an increase in the authorized common stock of the Company. Such vote shall be determined by the holder(s) of the then issued and
outstanding shares of Series A Preferred Stock. For example, if there are 10,000 shares of the Company’s common stock issued
and outstanding at the time of a shareholder vote, the holders of the Series A Preferred Stock, will have the right to vote an
aggregate of 10,408 shares, out of a total number of 20,408 shares voting. The amount of voting rights is determined based on
the common shares outstanding and at the record date for the determination of shareholders entitled to vote at each meeting of
shareholders of the Company or action by written consent in lieu of meetings with respect to effecting an increase in the authorized
shares as presented to the shareholders of the Company. Each holder of Super Voting Preferred Stock shall vote together with the
holders of Common Stock, as a single class, except (i) as provided by Nevada Statutes and (ii) with regard to the amendment, alteration
or repeal of the preferences, rights, powers or other terms with the written consent of the majority of holders of Super Voting
Preferred Stock.
On
December 31, 2015, the Company issued 1,000 shares of Super Voting Preferred Stock for $0.10 per share to Curt Thornton, President
and Chief Executive Officer, and a director of the Company, as described in Note 13 Related Party Transactions.
The
Preferred Stock – Series A has a mandatory redemption provision of $0.10 per share, accordingly it is classified as a liability
in the balance sheet.
Common
Stock
On
December 31, 2015, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with the
Secretary of State of Nevada to effect an increase in the number of the Company’s authorized common shares from
100,000,000 to 200,000,000.
On June 30, 2016, the Company amended its Articles of Incorporation by filing a Certificate of Amendment with
the Secretary of State of Nevada to effect an increase in the number of the Company’s authorized common shares from
200,000,000 to 300,000,000. The increase in the authorized number of shares of common stock was approved by the Board of
Director of the Company on June 30, 2016 and holders of more than 50% of the voting power of the Company’s capital
stock on June 30, 2016.
As of June 30, 2016 and 2015, there were 89,242,624
and 75,483,456 shares of common stock issued and outstanding, respectively.
During the year ended June 30, 2016, the Company
issued 1,953,333 shares of common stock in exchange for consulting services valued at $248,933 and stock to be issued 1,249,997
shares of common stock in exchange for services valued at $262,166.
During
the year ended June 30, 2016 the Company issued 9,781,375 shares of its common stock in payment of $861,518 debt and accrued interest.
During
the year ended June 30, 2016 the Company issued 625,000 shares of its common stock per the exercise of warrants for $25,000.
During
the year ended June 30, 2016 the Company issued 1,399,460 shares of its common stock per the exercise of cashless warrants.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
During September 2014 the Company issued 30,193
shares of its common stock in payment of $2,500 of accrued interest.
During September 2014 the Company issued 1,538,462
shares of its common stock in connection with a stock subscription agreement. The Company received $84,490 upon issuance, net of
a $15,510 fee.
During December 2014 the Company issued 3,155,248
shares of its common stock in payment of $79,239 debt and accrued interest.
During December 2014 the Company issued 300,000
shares of its common stock in connection with a stock subscription agreement. The Company received $10,000 upon issuance, net of
a $5,000 fee.
During February 2015 the Company issued 259,720
shares of its common stock in payment of $12,985 debt and accrued interest.
During May 2015, the Company issued 300,000
shares of its common stock in payment of an outstanding liability in the amount of $31,500.
During May 2015, the Company issued 447,984
shares of its common stock in payment of an outstanding liability in the amount of $45,000.
Warrants
Warrant
activity during the year ended June 30, 2016, is as follows:
|
|
Warrants
|
|
|
Weighted- Average Exercise Price
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding and exercisable at June 30, 2014
|
|
|
14,723,268
|
|
|
$
|
0.13
|
|
|
$
|
759,284
|
|
Granted
|
|
|
50,000
|
|
|
|
0.15
|
|
|
|
–
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Expired
|
|
|
(6,022,080
|
)
|
|
|
0.13
|
|
|
|
796,408
|
|
Outstanding and exercisable at June 30, 2015
|
|
|
8,751,189
|
|
|
$
|
0.14
|
|
|
$
|
406,131
|
|
Granted
|
|
|
20,529,386
|
|
|
|
0.13
|
|
|
|
–
|
|
Exercised
|
|
|
(2,883,616
|
)
|
|
|
0.06
|
|
|
|
–
|
|
Expired
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding and exercisable at June 30, 2016
|
|
|
26,396,958
|
|
|
$
|
0.14
|
|
|
$
|
3,695,574
|
|
During the year ended June 30, 2015, the Company
issued warrants to purchase 50,000 shares of common stock in connection with convertible notes. These warrants have
an exercise price of $0.15 per share and expire within year from the date of issue and the same was accounted as deferred financing
cost and valued $2,139 as of June 30, 2015.
On June 30, 2015, the certain note holders agreed
to extend the due dates of 6,809,522 warrants to July 1, 2018. These warrants have an exercise price of $0.01 to $0.20 per share
and expire within three years from the date of issue and the same was accounted as deferred financing cost and valued $455,747
as of June 30, 2015.
During
the year ended June 30, 2016, the Company issued warrants to purchase 13,499,636 shares of common stock in connection with convertible
notes. These warrants have an exercise price of $0.06 to $0.15 per share and expire within three to five years from
the date of issue and the same was accounted as warrant discount and valued $567,761 as of June 30, 2016 (see Note 8).
During
the year ended June 30, 2016, the Company issued warrants to purchase 6,732,800 shares of common stock for professional fees related
to the issuances of convertible notes. These warrants have an exercise price of $0.07 to $0.10 per share and expire within three
years from the date of issue and the same was accounted as deferred financing cost and valued $685,250 as of June 30, 2016 (see
Note 8).
During
the year ended June 30, 2016, the Company issued warrants to purchase 296,950 shares of common stock for non-cash interest fees.
These warrants have an exercise price of $0.06 and expire within five years from the date of issue and the same was accounted
for as interest expense and valued at $19,183 as of June 30, 2016.
During
the year ended June 30, 2016, the Company issued 1,399,460 shares of common stock in order to fulfill the cashless exercise of
2,258,616 warrants. Due the nature of the exercise, the Company did not receive any funds.
During
the year ended June 30, 2016 the Company issued 625,000 shares of its common stock per the exercise of 625,000 warrants for $25,000.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
The
fair value of the described above warrants was determined using the Black-Scholes Model with the following assumptions:
(1) risk free interest rate of
|
|
0.82% to 1.1%;
|
(2) dividend yield of
|
|
0%;
|
(3) volatility factor of
|
|
138%-158%;
|
(4) an expected life of the conversion feature of
|
|
3 to 5 years, and
|
(5) estimated fair value of the company’s common stock of
|
|
$0.07 to $0.10 per share.
|
Stock
Option Plan
There
were no new options granted or exercised during the years ended June 30, 2016 and 2015. There are no stock options outstanding
as of June 30, 2016 and 2015.
NOTE
13
|
RELATED
ENTITY ACTIVITIES
|
ProDava
3D
On
June 30, 2014 the Company entered into an agreement with DB Dava, LLC (“DB”) to help the Company launch the 3D network
in Rite Aid. The agreement creates a newly-formed entity, ProDava 3D, LLC (“ProDava 3D”), to purchase Provision’s
3D Savings Center kiosks for placement into Rite Aid stores. ProDava 3D may purchase up to $50 million in 3D Savings Center kiosks.
The agreement calls for an initial purchase of $2 million of 3D Savings Center kiosks. The Company will generate revenues and
gross profit from the sale of machines to ProDava 3D. The Company will also earn advertising revenue from advertisements in Rite
Aid earned by ProDava 3D.
ProDava
3D is purchasing 3D Savings Center kiosks, manufactured by Provision. These will be placed in high traffic aisles of nationally
recognized retail stores, initially Rite Aid, with advertisements of consumer packaged products, other consumer goods manufacturers
along with local/regional advertisers. Ad sales inventory will include marquee 3D hologram images, coupons, and other rewards
and transactions of products sold in the stores (focused on new product introductions).
Provision’s
contribution to ProDava 3D includes Provision’s know-how, management, and its agreement with the national retail pharmacy
that will be the first target for the 3D Savings Center kiosk launch. Provision will be responsible for manufacturing, installation,
service, maintenance, technical support, network management, advertising, marketing, and accounting of each 3D Savings Center
kiosk for the joint venture. Provision will be compensated for rendering and performing all of these services. The advertising
and other revenues generated from the 3D Savings Center kiosks will be divided among Provision and DB.
For the
years ended June 30, 2016 and 2015 total revenue includes $4,929,346 and $365,068, respectively, revenue from a related party.
Also,
total accounts receivables as of June 30, 2016 of $-0- includes $-0- receivables from a related party. Further, total unearned
revenue as of June 30, 2016 of $3,419,616 includes $2,453,159 advance payments for sales orders received from a related party.
Transactions
with Officers and Directors
On
December 30, 2015, the Company entered into a Purchase Agreement with Curt Thornton, the Company's President and Chief Executive
Officer for the sale of 1,000 shares of “Super Voting Preferred Stock – Series A” for $0.10 per share and the
closing price of the Company's Common Stock was $0.08 per share, as reported on the Over-the-Counter Markets (OTCQB) on the date
prior to the date the Board approved the transaction. The Series A Preferred Shares does not have a dividend rate or liquidation
preference and are not convertible into shares of common stock. The shares of the Series A Preferred Stock shall be automatically
redeemed by the Company at $0.10 per share on the first to occur of the following triggering events: (i) 90 days following the
date on which this Certificate of Designation is filed with the Secretary of State of Nevada or (ii) on the date that Mr. Thornton
ceases, for any reason, to serve as officer, director or consultant of the Company. For so long as any shares of the Series A
Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote
in an amount equal to 51% of the total vote (representing a majority voting power) effecting an increase in the authorized common
stock of the Company. Such vote shall be determined by the holder(s) of the then issued and outstanding shares of Series A Preferred
Stock. For example, if there are 10,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder
vote, the holders of the Series A Preferred Stock, will have the right to vote an aggregate of 10,408 shares, out of a total number
of 20,408 shares voting. The adoption of the Series A Preferred Stock and its issuance to Mr. Thornton was taken solely to allow
the Company to increase the Company’s authorized shares of common stock. As a result, the Company determined that there
was no recorded a preferred stock control premium for the Preferred Stock – Series A that was issued to Mr. Thornton. The
rights and preferences of the shares are described in Note 12 Equity.
PROVISION HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2016
Deferred
income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of
assets and liabilities. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable
to periods in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred
income tax assets to the amounts expected to be realized. Income tax expense is the tax payable or refundable for the period plus
or minus the change during the period in deferred income tax assets and liabilities.
Deferred income taxes result from temporary differences in the recognition of revenues and expenses for financial
and tax reporting purposes. At June 30, 2016 and 2015, deferred income tax assets, which are fully reserved, were comprised primarily
of the net operating loss carryforwards of approximately $8,930,000 and $8,270,000, respectively.
The valuation allowance increased by $660,000
and $816,559 during the years ended June 30, 2016 and 2015, respectively, as a result of the increase in the net operating carryforwards.
Management believes it is more likely than not that the net operating losses will not be utilized, so a full valuation reserve
has been recorded accordingly.
For federal income tax purposes, the Company
has net operating loss carryforwards of approximately $30,205,000 as of June 30, 2016 that expire through 2036, $28,555,000 as
of June 30, 2015 that expire through 2035. Additionally, the ultimate utilization of net operating losses may be limited by change
of control provision under section 382 of the Internal Revenue Code.
NOTE
15
|
LEGAL
PROCEEDINGS
|
On
August 26, 2004, in order to protect its legal rights and in the best interest of the shareholders at large, the Company filed,
in the Superior Court of California, a complaint alleging breach of contract, rescission, tortuous interference and fraud with
Betacorp Management, Inc. In an effort to resolve all outstanding issues, the parties agreed, in good faith, to enter into arbitration
in the State of Texas, domicile of the defendants. On August 11, 2006, a judgment was awarded against the Company in the sum of
$592,312. A contingency loss of $592,312 was charged to operations during the year ended June 30, 2007. Subsequently, The Company
filed a counter lawsuit and was awarded a default judgement in its favor, and as such removed the contingency loss during the
year ended June 30, 2016.
Litigation
From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time
to time that may harm our business. We are currently not aware of any such legal proceedings that we believe will have, individually
or in the aggregate, a material adverse effect on our business, financial condition or operating results.
NOTE
16
|
SUBSEQUENT
EVENTS
|
During
August and September 2016, the Company issued 1,066,667 shares of common stock in payment of services received in connection to
multiple agreements.
During
August and September 2016, the Company issued 6,761,312 shares of common stock to investors as the result of debt and interest
conversions.
On August 1, 2016, the Company entered into an agreement with two individuals to serve on the Company’s Advisory
Board. Per the agreement the individuals were granted 25,000 options to purchase the Company’s common stock at a price of
$0.23 per share.