NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THEGLOBE.COM
theglobe.com, inc. (the “Company”
or “theglobe”) was incorporated on May 1, 1995 (inception) and commenced operations on that date. Originally,
theglobe.com was an online community with registered members and users in the United States and abroad. However, due to the
deterioration of the online advertising market, the Company was forced to restructure and ceased the operations of its online community
on August 15, 2001. The Company then sold most of its remaining online and offline properties. The Company continued
to operate its Computer Games print magazine and the associated CGOnline website, as well as the e-commerce games distribution
business of Chips & Bits. On June 1, 2002, Chairman Michael S. Egan and Director Edward A. Cespedes became Chief Executive
Officer and President of the Company, respectively. On November 14, 2002, the Company entered into the Voice over Internet
Protocol (“VoIP”) business by acquiring certain VoIP assets.
On May 9, 2005, the Company exercised an
option to acquire all of the outstanding capital stock of Tralliance Corporation (“Tralliance”), an entity which had
been designated as the registry for the “.travel” top-level domain through an agreement with the Internet Corporation
for Assigned Names and Numbers (“ICANN”).
As more fully discussed in Note 3, “Discontinued
Operations,” in March 2007, management and the Board of Directors of the Company made the decision to (i) cease all activities
related to its computer games businesses, including discontinuing the operations of its magazine publications, games distribution
business and related websites; and (ii) discontinue the operating, research and development activities of its VoIP telephony services
business and terminate all of the remaining employees of that business.
On September 29, 2008, the Company sold
its Tralliance business and issued 229,000,000 shares of its Common Stock to a company controlled by Michael S. Egan, the Company’s
Chairman and Chief Executive Officer. As a result of the sale of its Tralliance business, the Company became a shell company
(as defined in Rule 12b-2 of the Securities and Exchange Act of 1934) with no material operations or assets. Certain matters,
as more fully discussed in Note 2, “Liquidity and Going Concern Considerations,” raise substantial doubt about the
Company’s ability to continue as a going concern.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries from their respective dates of acquisition. All significant
intercompany balances and transactions have been eliminated in consolidation.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The unaudited interim condensed consolidated
financial statements of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015
included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934,
as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and note disclosures
normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations relating to interim condensed consolidated financial statements.
In the opinion of management, the accompanying
unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the Company at September 30, 2016 and the results of its operations for the
three and nine months ended September 30, 2016 and 2015. The results of operations for such periods are not necessarily indicative
of results expected for the full year or for any future period.
USE OF ESTIMATES
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates and assumptions
relate primarily to valuations of accounts payable and accrued expenses. Our estimates, judgments and assumptions are continually
evaluated based upon available information and experience. Because of estimates inherent in the financial reporting process, actual
results could differ from those estimates.
NET INCOME PER SHARE
The Company reports basic and diluted net
income per common share in accordance with FASB ASC Topic 260, "Earnings Per Share." Basic earnings per share
is computed using the weighted average number of common shares outstanding during the period. Common equivalent shares consist
of the incremental common shares issuable upon the exercise of stock options and warrants (using the treasury stock method). Common
equivalent shares are excluded from the calculation if their effect is anti-dilutive.
Due to the anti-dilutive effect of potentially
dilutive securities or common stock equivalents that could be issued, such securities were excluded from the diluted net loss per
common share calculation for all periods presented. Such potentially dilutive securities and common stock equivalents consisted
of the following for the periods ended September 30:
|
|
2016
|
|
|
2015
|
|
Options to purchase common stock
|
|
|
—
|
|
|
|
100,000
|
|
RECENT ACCOUNTING PRONOUNCEMENTS
Management has determined that all recently
issued accounting pronouncements will not have a material impact on the Company’s financial statements or do not apply to
the Company’s operations.
(2) LIQUIDITY AND GOING CONCERN CONSIDERATIONS
The accompanying condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. Accordingly, the condensed consolidated financial statements do not include any adjustments relating to the recoverability
of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
However, for the reasons described below, Company management does not believe that cash on hand and cash flow generated internally
by the Company will be adequate to fund its limited overhead and other cash requirements beyond a short period of time. These reasons
raise significant doubt about the Company’s ability to continue as a going concern.
Since 2008, the Company was able to continue
operating as a going concern due principally to funding of $500,000 received during 2008 under a Revolving Loan Agreement with
an entity controlled by Michael S. Egan, its Chairman and Chief Executive Officer and a total of approximately $2,437,000 received
during 2009 through the second quarter of 2015 under an Earn-out Agreement with an entity also controlled by Mr. Egan, as well
as the forbearance of its creditors. The Earn-out period expired on May 5, 2015, with the final pro-rated payment of $37,000 received
by the Company in May 2015. More recently, as more fully described in Note 4, “Debt,” the Company received fundings
of $50,000 each in both March 2016 and November 2016 under Promissory Notes entered into with the same entity that provided funding
under the Revolving Loan Agreement (the “2016 Promissory Notes”).
At September 30, 2016, the Company had
a net working capital deficit of approximately $1,826,000. Such working capital deficit included (i) a total of approximately
$963,000 in principal and accrued interest owed under the aforementioned Revolving Loan Agreement; (ii) a total of approximately
$710,000 in management service fees owed under a Master Services Agreement to an entity controlled by Mr. Egan; (iii) a total of
approximately $131,000 of accrued officer compensation due primarily to Mr. Egan; and (iv) an aggregate of approximately $29,000
in unsecured accounts payable and accrued expenses owed to non-related third parties.
During the second quarter of 2015, a former
VoIP telephony service vendor agreed to forgive the remaining accounts payable balance of approximately $41,000 owed by the Company
to such vendor. Accordingly, such amount was written off the balance sheet and a corresponding gain on forgiveness of debt is included
within Discontinued Operations for the nine month period ended September 30, 2015.
During the fourth quarter of 2014, the
Company derecognized approximately $84,000 of old accrued expenses related to its former Tralliance business (including $33,000
of disputed liabilities) based upon the belief that the statute of limitations applicable to enforcement of such liabilities had
lapsed. During the fourth quarter of 2013, the Company derecognized approximately $296,000 of old liabilities of its former Tralliance
business, including approximately $170,000 of disputed accounts payable owed to 2 former vendors and accrued expenses totaling
approximately $126,000, based upon the belief that the statute of limitations applicable to enforcement of such liabilities had
lapsed. As more fully described in Note 3, “Discontinued Operations,” the Company derecognized approximately $1,354,000
of old liabilities of its former VoIP telephony service business, including approximately $1,000,000 of disputed liabilities, during
the fourth quarter of 2012 based upon our belief that the statute of limitations applicable to enforcement of such liabilities
has lapsed. There can be no assurance that the holders of derecognized account payables will agree with our application of statutes
of limitation to time bar claims related to such payables nor seek to assert a basis to toll or suspend the running of the otherwise
applicable statutes of limitation.
As discussed previously, on September 29,
2008, the Company (i) sold the business and substantially all of the assets of its Tralliance Corporation subsidiary to Tralliance
Registry Management, and (ii) issued 229,000,000 shares of its Common Stock (the “Shares”) to Registry Management (the
“Purchase Transaction”). Tralliance Registry Management and Registry Management are entities controlled by Michael
S. Egan. The closing of the Purchase Transaction resulted in the cancellation of all of the Company’s remaining Convertible
Debt, related accrued interest and rent and accounts payable owed to entities controlled by Mr. Egan as of the date of closing
(totaling approximately $6,400,000). However, as of September 30, 2016, the Company continues to be obligated to repay its principal
borrowings totaling $550,000, plus accrued interest of $413,000, due to an entity controlled by Mr. Egan under the aforementioned
Revolving Loan Agreement and March 2016 Promissory Note, as well as its recent $50,000 borrowing from Dancing Bear under the November
2016 Promissory Note.
As additional consideration under the Purchase
Transaction, Tralliance Registry Management was obligated to pay an earn-out to theglobe equal to 10% (subject to certain minimums)
of Tralliance Registry Management’s net revenue (as defined) derived from “.travel” names registered by Tralliance
Registry Management from September 29, 2008 through May 5, 2015 (the “Earn-out”). The minimum Earn-out payable by Tralliance
Registry Management to theglobe was $300,000 in the first year, increasing by $25,000 in each subsequent year (pro-rated for the
final year of the Earn-out). As discussed earlier, the final Earn-out payment of approximately $37,000 was made in May 2015 and
the Earn-out Agreement has now expired.
In connection with the closing of the Purchase
Transaction, the Company also entered into a Master Services Agreement with an entity controlled by Mr. Egan whereby for a fee
of $20,000 per month ($240,000 per annum) such entity will provide personnel and services to the Company so as to enable it to
continue its existence as a public company without the necessity of any full-time employees of its own. Additionally, commensurate
with the closing of the Purchase Transaction, Termination Agreements with each of its current executive officers, which terminated
their previous and then existing employment agreements, were executed. Notwithstanding the termination of these employment agreements,
each of our current executive officers and directors remain as executive officers and directors of the Company.
Immediately following the closing of the
Purchase Transaction, theglobe became a shell company with no material operations or assets, and no source of revenue other than
under the Earn-out. It is expected that theglobe’s future operating expenses as a public shell company will consist
primarily of expenses incurred under the aforementioned Master Services Agreement and other customary public company expenses,
including legal, audit and other miscellaneous public company costs.
MANAGEMENT’S PLANS
On a short term liquidity basis, the Company
must receive the continued indulgence of its primary creditor, Mr. Egan, including the continued forebearance of Mr. Egan and related
entities in making demand for payment for amounts outstanding under the Revolving Loan Agreement, the 2016 Promissory Notes and
the Master Services Agreement, in order to continue as a going concern.
It is the Company’s preference to
avoid filing for protection under the U.S. Bankruptcy Code. However, based upon the Company’s current financial condition
as discussed above, management believes that additional debt or equity capital will need to be raised in order for theglobe to
continue to operate as a going concern on a long-term basis. Any such equity capital would likely come from Mr. Egan, as the Company
currently has no access to credit facilities and has traditionally relied on borrowings from related parties to meet short-term
liquidity needs. Any such capital would likely result in very substantial dilution in the number of outstanding shares of the Company’s
Common Stock. Given theglobe’s current financial condition, it has no intent to seek to acquire or start any new businesses.
The Company intends to use the proceeds from the 2016 Promissory Notes and seek other loans from Mr. Egan and related entities,
if necessary, to fund its public company operating costs while it explores its options related to the future of theglobe.
(3) DISCONTINUED OPERATIONS
In March 2007, management and the Board
of Directors of the Company decided to discontinue the operating, research and development activities of its VoIP telephony services
business and terminate all of the remaining employees of the business.
The Company’s decision to discontinue
the operations of its VoIP telephony services business was based primarily on the historical losses sustained by this business,
management’s expectations of continued losses for the foreseeable future and estimates of the amount of capital required
to successfully monetize this business. All elements of its VoIP telephony services business shutdown plan were completed by the
Company in 2007 except for the resolution of certain disputed vendor accounts payables, totaling approximately $1,000,000, and
the payment of remaining non-disputed accounts payable. The disputed accounts payables related primarily to telecommunications
network service fees charged by various former telecommunication vendors during the period from 2004 to 2007. These charges were
disputed by the Company primarily due to such items as incorrect quantities, rates, in-service dates, regulatory fees/charges,
late fees and contract termination charges.
During the fourth quarter of 2012, the
Company re-evaluated all remaining liabilities of its VoIP telephony services business in light of the passage of time and applicable
state statute of limitation laws. Based upon this re-evaluation, the Company derecognized accounts payable liabilities related
to six (6) former telecommunication vendors totaling approximately $1,354,000, including the disputed liabilities of approximately
$1,000,000 discussed earlier, from its balance sheet at December 31, 2012. As discussed earlier in Note 2, “Liquidity and
Going Concern Considerations,” a former telephony services business vendor agreed to forgive its remaining account balance
of approximately $41,000 during the second quarter of 2015. Accordingly, there are no Discontinued Operations liabilities at September
30, 2016.
(4) DEBT
Debt consists of notes payables due to a related party, as summarized
below:
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September 30, 2016
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December 31, 2015
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2008 Revolving Loan Notes due to a related party; due on demand
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$
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500,000
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$
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500,000
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2016 Promissory Note due to a related party; due on demand
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50,000
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—
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550,000
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$
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500,000
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|
On June 6, 2008, the Company and its subsidiaries,
as guarantors, entered into a Revolving Loan Agreement with Dancing Bear Investments, Inc. (“Dancing Bear”), pursuant
to which Dancing Bear may loan up to $500,000 to the Company on a revolving basis (the “Credit Line”). Dancing Bear
is controlled by Michael S. Egan, our Chairman and Chief Executive Officer. In connection with its entry into the Credit Line,
the Company borrowed $100,000 under the Credit Line. Subsequently, during the remainder of 2008, the Company made additional borrowings
totaling the final $400,000 available under the Credit Line. As of September 30, 2016 and December 31, 2015, outstanding principal
of $500,000 and accrued interest of $410,631 and $373,234 respectively, related to this Line of Credit have been reflected as current
liabilities in our Condensed Consolidated Balance Sheet. Related Party Interest Expense related to the Credit Line of $37,397 was
recognized in our Condensed Consolidated Statement of Operations during both the nine months ended September 30, 2016 and 2015,
respectively.
On May 7, 2009, the Company entered into
a Note and Modification Agreement with Dancing Bear, which amended the repayment terms of the Revolving Loan Agreement. Under the
terms of the Note Modification Agreement, from and after June 6, 2009 (the original maturity date of the Credit Line), all amounts
due under the Revolving Loan Agreement, including principal and accrued interest, will be due and payable by the Company in one
lump sum on the earlier of (i) five (5) business days following any demand for payment, which demand can be made by Dancing Bear
at any time; or (ii) upon the occurrence of an event of default, as defined in the Revolving Loan Agreement. All funds borrowed
under the Credit Line may be prepaid in whole or in part, without penalty, at any time during the term of the Credit Line.
In connection with the Credit Line, the
Company executed and delivered a promissory note to Dancing Bear in the amount of $500,000 bearing interest at ten percent (10%)
per annum on the principal amount then outstanding. The Company’s subsidiaries unconditionally guaranteed the Credit Line
by entering into an Unconditional Guaranty Agreement. All amounts outstanding from time to time under the Credit Line are secured
by a lien on all assets of the Company and its subsidiaries pursuant to a Security Agreement with Dancing Bear.
On March 23, 2016, the Company entered
into a $50,000 promissory note (the “March 2016 Promissory Note”) with, and borrowed the full amount of such promissory
note from, Dancing Bear. The promissory note is unsecured and initially matured and was due on the first to occur of (i) September
22, 2016, or (ii) an event of default as defined under the promissory note. On September 20, 2016, the Company entered into a Note
and Modification Agreement with Dancing Bear. Under the terms of the Note Modification Agreement, from and after September 22,
2016 (the original maturity date of promissory note) all amounts due under the promissory note, including principal and accrued
interest, will be due and payable on the earlier of (i) five (5) business days following any demand for payment, which demand can
be made by Dancing Bear at any time; or (ii) an event of default as defined under the promissory note. Interest at the rate of
10% per annum is payable by the Company on all unpaid borrowings under the promissory note. The Company used the proceeds from
the promissory note to pay its public company operating costs from March 2016 to September 2016. For the period from March 23,
2016 until September 30, 2016, the Company accrued $2,632 of interest expense on the promissory note.
On November 7, 2016, the Company entered
into a second $50,000 promissory note (the “November 2016 Promissory Note”) with, and borrowed the full amount of such
promissory note from, Dancing Bear. The promissory note is unsecured and matures with all amounts due, including principal and
accrued interest, on the earlier of (i) five (5) business days following any demand for payment, which demand can be made by Dancing
Bear at any time; or (ii) an event of default as defined under the promissory note. The Company intends to use the proceeds from
the promissory note to pay its public company operating costs over a short period of time.
The Company has no ability to repay any
of the loans discussed above should Dancing Bear demand payment.
(5) STOCK OPTION PLANS
As of September 30, 2016, there were no
shares available for grant under the Company’s stock option plans and remaining stock options outstanding and exercisable
expired in August 2016.
There were no stock option grants or exercises
during each of the nine months ended September 30, 2016 and 2015.
Stock option activity during the nine months ended September
30, 2016 was as follows:
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Total Options
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Weighted
Average Exercise
Price
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Outstanding at December 31, 2015
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100,000
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$
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0.14
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Granted
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—
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Exercised
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—
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|
|
|
|
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Expired
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100,000
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|
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—
|
|
Outstanding at September 30, 2016
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|
|
—
|
|
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$
|
0.14
|
|
Options exercisable at September 30, 2016
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—
|
|
|
$
|
0.14
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|
Stock compensation cost is recognized on
a straight-line basis over the vesting period. At September 30, 2016, there was no unrecognized compensation expense related to
unvested stock options.
(6)
RELATED PARTY TRANSACTIONS
On June 6, 2008, the Company entered into
a Revolving Loan Agreement with Dancing Bear Investments, Inc. (“Dancing Bear”), pursuant to which Dancing Bear may
loan up to $500,000 to the Company on a revolving basis (the “Credit Line”). Dancing Bear is an entity
controlled by Michael S. Egan, the Company’s Chairman and Chief Executive Officer. During 2008 the Company made borrowings
totaling the full amount of the $500,000 Credit Line. At September 30, 2016, outstanding principal and accrued interest under
the Credit Line totaled $500,000 and $410,631, respectively. During both the nine months ended September 30, 2016 and 2015,
interest expense related to the Credit Line of $37,397 was recorded. All borrowings under the Credit Line, including accrued
interest on borrowed funds at the rate of 10% per annum, were initially due and payable in one lump sum on the first anniversary
of the Credit Line, or June 6, 2009, or sooner upon the occurrence of an event of default under the loan documentation. On
May 7, 2009, such repayment terms were amended so as to require the Company to repay any or all amounts due under the Credit Line
in one lump sum on the earlier of (i) five business days following any demand for payment that is made on or after June 6,
2009, or (ii) the occurrence of an event of default as defined in the Revolving Credit Agreement. All borrowings under the Revolving
Loan Agreement are secured by a pledge of all the assets of the Company and its subsidiaries.
During the nine months ended September
30, 2016 and 2015, the Company received minimum Earn-out installment payments from Tralliance Registry Management Company LLC (“Tralliance
Registry Management”) totaling $0 and $149,625, respectively, under an Earn-out Agreement entered into on September 29, 2008
by and between Tralliance Registry Management and the Company. Such Earn-out payments have been recorded as related party income
in our condensed consolidated statements of operations. Tralliance Registry Management is an entity controlled by Michael
S. Egan, and each of our two remaining executive officers and Board members, Edward A. Cespedes, our President, and Robin S. Lebowitz,
our Vice President of Finance, who own a minority interest in The Registry Management Company, LLC, the parent company of Tralliance
Registry Management.
During both the nine months ended September
30, 2016 and 2015, the Company paid $0 in management services fees to Dancing Bear and recorded related party transactions expense
of $180,000 and $180,000, respectively, in its condensed consolidated statement of operations, under a Master Services Agreement
entered into on September 29, 2008 by and between Dancing Bear and the Company. At September 30, 2016, a total of $709,570
in management service fees remains unpaid and is accrued on the Company’s condensed consolidated balance sheet.
On March 23, 2016, the Company entered
into a $50,000 promissory note (the “March 2016 Promissory Note”) with, and borrowed the full amount of such promissory
note from, Dancing Bear. The promissory note is unsecured and bears interest at the rate of 10% per annum. All unpaid borrowings
under the promissory note as amended on September 20, 2016 (see Note 4 “Debt”), including accrued interest, are due
and payable by the Company in one lump sum on the earlier of (i) five (5) business days following any demand for payment by Dancing
Bear, which demand can be made at any time; or (ii) the occurrence of an event of default as defined in the promissory note. From
the period from March 23, 2016 to September 30, 2016, the Company accrued interest expense of $2,632 on the promissory note.
On November 7, 2016, the Company entered
into a second $50,000 promissory note (the “November 2016 Promissory Note”) with, and borrowed the full amount of such
promissory note from, Dancing Bear. See Note 4 “Debt” for further details.
(7)
SUBSEQUENT EVENTS
The Company’s management evaluated subsequent events through
the time of the filing of this report on Form 10-Q. The Company’s management is not aware of any significant events that
occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its consolidated
financial statements except for the following:
On November 7, 2016, the Company entered
into a $50,000 promissory note (the “November 2016 Promissory Note”) with, and borrowed the full amount of such promissory
note from, Dancing Bear. See Note 4 “Debt” for further details.