|
ITEM 1
|
FINANCIAL STATEMENTS
|
VERITEC, INC. AND SUBSIDIARIES
CONSENSED CONSOLIDATED BALANCE SHEETS
|
|
December 31,
2016
(Unaudited)
|
|
June 30,
2016
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
123,090
|
|
|
$
|
60,953
|
|
Accounts receivable
|
|
|
8,574
|
|
|
|
9,309
|
|
Prepaid expenses
|
|
|
6,990
|
|
|
|
1,897
|
|
Total Current Assets
|
|
|
138,654
|
|
|
|
72,159
|
|
Equipment, net
|
|
|
—
|
|
|
|
171
|
|
Intangibles, net
|
|
|
48,120
|
|
|
|
80,208
|
|
Total Assets
|
|
$
|
186,774
|
|
|
$
|
152,538
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
677,202
|
|
|
$
|
624,153
|
|
Accounts payable-related party
|
|
|
96,110
|
|
|
|
96,110
|
|
Accrued expenses
|
|
|
82,180
|
|
|
|
75,374
|
|
Customer deposits
|
|
|
—
|
|
|
|
25,000
|
|
Payroll tax liabilities
|
|
|
—
|
|
|
|
238,718
|
|
Notes payable-related party
|
|
|
1,836,784
|
|
|
|
1,484,211
|
|
Notes payable
|
|
|
561,850
|
|
|
|
548,384
|
|
Deferred revenues
|
|
|
97,490
|
|
|
|
138,760
|
|
Derivative liabilities
|
|
|
182,000
|
|
|
|
—
|
|
Total Current Liabilities
|
|
|
3,533,616
|
|
|
|
3,230,710
|
|
|
|
|
|
|
|
|
|
|
Contingent earnout liability
|
|
|
155,000
|
|
|
|
155,000
|
|
Total Liabilities
|
|
|
3,688,616
|
|
|
|
3,385,710
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficiency:
|
|
|
|
|
|
|
|
|
Convertible preferred stock, par value $1.00; authorized 10,000,000
shares, 276,000 shares of Series H authorized, 1,000 shares issued and outstanding as of December 31, 2016 and June 30, 2016
|
|
|
1,000
|
|
|
|
1,000
|
|
Common stock, par value $.01; authorized 50,000,000 shares, 39,538,007 shares issued and outstanding as of December 31, 2016 and June 30, 2016
|
|
|
395,380
|
|
|
|
395,380
|
|
Common stock to be issued, 145,000 shares, as of December 31, 2016 and June 30, 2016
|
|
|
12,500
|
|
|
|
12,500
|
|
Additional paid-in capital
|
|
|
17,955,826
|
|
|
|
17,939,576
|
|
Accumulated deficit
|
|
|
(21,866,548
|
)
|
|
|
(21,581,628
|
)
|
Total Stockholders' Deficiency
|
|
|
(3,501,842
|
)
|
|
|
(3,233,172
|
)
|
Total Liabilities and Stockholders’ Deficiency
|
|
$
|
186,774
|
|
|
$
|
152,538
|
|
See accompanying notes
VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2016 AND 2015
(UNAUDITED)
|
|
Three
Months Ended
December
31,
|
|
|
2016
|
|
2015
|
Revenue:
|
|
|
|
|
|
|
|
|
Mobile banking technology revenue
|
|
$
|
37,130
|
|
|
$
|
71,458
|
|
Management fee revenue-related party
|
|
|
52,430
|
|
|
|
21,968
|
|
Total revenue
|
|
|
89,560
|
|
|
|
93,426
|
|
Cost of sales
|
|
|
90,300
|
|
|
|
110,952
|
|
Gross loss
|
|
|
(740
|
)
|
|
|
(17,526
|
)
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
186,558
|
|
|
|
150,387
|
|
Sales and marketing
|
|
|
390
|
|
|
|
2,566
|
|
Research and development
|
|
|
11,390
|
|
|
|
23,232
|
|
Total operating expenses
|
|
|
198,338
|
|
|
|
176,185
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(199,078
|
)
|
|
|
(193,711
|
)
|
|
|
|
|
|
|
|
|
|
Other Expense:
|
|
|
|
|
|
|
|
|
Expense related to fair value of derivative
liabilities
|
|
|
(182,000
|
)
|
|
|
—
|
|
Interest expense and financing costs, including
$39,866 and $50,609, respectively, to related parties
|
|
|
(46,600
|
)
|
|
|
(89,183
|
)
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(427,678
|
)
|
|
$
|
(282,894
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Common Share - Basic and Diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Shares Outstanding - Basic and Diluted
|
|
|
39,538,007
|
|
|
|
39,130,007
|
|
See accompanying notes.
VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2016 AND 2015
(UNAUDITED)
|
|
Six
Months Ended
December
31,
|
|
|
2016
|
|
2015
|
Revenue:
|
|
|
|
|
|
|
|
|
Mobile banking technology revenue
|
|
$
|
84,210
|
|
|
$
|
138,721
|
|
Management fee revenue-related party
|
|
|
75,330
|
|
|
|
21,968
|
|
Barcode technology revenue
|
|
|
—
|
|
|
|
133,714
|
|
Total revenue
|
|
|
159,540
|
|
|
|
294,403
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
148,860
|
|
|
|
197,588
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
10,680
|
|
|
|
96,815
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
357,000
|
|
|
|
364,933
|
|
Sales and marketing
|
|
|
5,560
|
|
|
|
16,641
|
|
Research and development
|
|
|
22,130
|
|
|
|
41,817
|
|
Total operating expenses
|
|
|
384,690
|
|
|
|
423,391
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(374,010
|
)
|
|
|
(326,576
|
)
|
|
|
|
|
|
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
Gain on settlement-former officer
|
|
|
364,690
|
|
|
|
—
|
|
Expense related to fair value of
derivative liabilities
|
|
|
(182,000
|
)
|
|
|
—
|
|
Interest expense and financing costs, including
$80,131 and $705,118, respectively, to related parties
|
|
|
(93,600
|
)
|
|
|
(751,183
|
)
|
Total other income (expense)
|
|
|
89,090
|
|
|
|
(751,183
|
)
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(284,920
|
)
|
|
$
|
(1,077,759
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Common Share - Basic and Diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
Weighted
Average Number of Shares Outstanding - Basic and Diluted
|
|
|
39,538,007
|
|
|
|
28,531,121
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2016
(UNAUDITED)
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Common Stock to be Issued
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Stockholders’ Deficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, July 1, 2016
|
|
|
1,000
|
|
|
$
|
1,000
|
|
|
|
39,538,007
|
|
|
$
|
395,380
|
|
|
$
|
12,500
|
|
|
$
|
17,939,576
|
|
|
$
|
(21,581,628
|
)
|
|
$
|
(3,233,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature on issuance of convertible notes payable-related party
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,250
|
|
|
|
—
|
|
|
|
16,250
|
|
Net Loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(284,920
|
)
|
|
|
(284,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, December 31, 2016 (Unaudited)
|
|
|
1,000
|
|
|
$
|
1,000
|
|
|
|
39,538,007
|
|
|
$
|
395,380
|
|
|
$
|
12,500
|
|
|
$
|
17,955,826
|
|
|
$
|
(21,866,548
|
)
|
|
$
|
(3,501,842
|
)
|
See accompanying notes.
VERITEC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
|
|
Six Months Ended
December 31,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(284,920
|
)
|
|
$
|
(1,077,759
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
171
|
|
|
|
206
|
|
Amortization
|
|
|
32,088
|
|
|
|
32,083
|
|
Allowance for inventory obsolescence
|
|
|
—
|
|
|
|
14,461
|
|
Shares to be issued for services
|
|
|
—
|
|
|
|
2,100
|
|
Gain on settlement-former officer
|
|
|
(364,690
|
)
|
|
|
—
|
|
Expense related to fair value of derivative liabilities
|
|
|
182,000
|
|
|
|
—
|
|
Beneficial conversion feature on issuance of convertible notes payable-related party
|
|
|
16,250
|
|
|
|
55,188
|
|
Fair value of shares issued as inducement for conversion of notes payable-related party
|
|
|
—
|
|
|
|
452,770
|
|
Modification cost of conversion feature of note payable
|
|
|
—
|
|
|
|
136,000
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
735
|
|
|
|
18,509
|
|
Restricted cash
|
|
|
—
|
|
|
|
13,079
|
|
Prepaid expenses
|
|
|
(5,093
|
)
|
|
|
16,339
|
|
Accounts payable
|
|
|
28,049
|
|
|
|
46,123
|
|
Accrued expenses
|
|
|
6,806
|
|
|
|
59,078
|
|
Accrued interest
|
|
|
83,346
|
|
|
|
75,143
|
|
Payroll tax liabilities
|
|
|
(238,718
|
)
|
|
|
(92,260
|
)
|
Deferred revenues
|
|
|
(41,270
|
)
|
|
|
(70,202
|
)
|
Net cash used in operating activities
|
|
|
(585,246
|
)
|
|
|
(319,142
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from convertible notes payable-related party
|
|
|
427,500
|
|
|
|
301,789
|
|
Proceeds from notes payable-related party
|
|
|
219,883
|
|
|
|
—
|
|
Payment on notes payable-related party
|
|
|
—
|
|
|
|
(2,500
|
)
|
Net cash provided by financing activities
|
|
|
647.383
|
|
|
|
299,289
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
62,137
|
|
|
|
(19,853
|
)
|
CASH AT BEGINNING OF PERIOD
|
|
|
60,953
|
|
|
|
52,762
|
|
CASH AT END OF PERIOD
|
|
$
|
123,090
|
|
|
$
|
32,909
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
NON CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Related party capital contribution on sale of assets offset to related party notes payable balance
|
|
$
|
—
|
|
|
$
|
670,000
|
|
Conversion of notes payable into common stock
|
|
$
|
—
|
|
|
$
|
1,775,434
|
|
Reclassification of customer deposit to accounts payable
|
|
$
|
25,000
|
|
|
$
|
—
|
|
See accompanying notes
VERITEC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED DECEMBER 31, 2016 AND 2015
(UNAUDITED)
NOTE 1 – NATURE OF BUSINESS AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
The Company
Veritec, Inc. (Veritec) was formed in the State
of Nevada on September 8, 1982. Veritec’s wholly owned subsidiaries include Vcode Holdings, Inc. (Vcode®) and Veritec
Financial Systems, Inc. (VTFS) (collectively the “Company”).
Nature of Business
The Company is primarily engaged in the development,
marketing, sales and licensing of products and rendering of professional services related to its mobile banking solutions. Prior
to its sale on September 30, 2015, the Company was also focused on its proprietary two-dimensional matrix symbology (also commonly
referred to as “two-dimensional barcodes” or “2D barcodes”).
Mobile Banking Solutions
In January 12, 2009, Veritec formed VTFS, a
Delaware corporation, to bring its Mobile Banking Technology, products and related professional services to market. In 2009 through
2016, the Company has had agreements with various banks, including Security First Bank (terminated in October 2010), Palm Desert
National Bank (which was later assigned to First California Bank and subsequently Pacific Western Bank that terminated in June
2013), and Central Bank of Kansas City (“CBKC”). Late in the fiscal year ended June 30, 2016, the relationship between
CBKC and the Company ended and the Company is currently seeking a bank to sponsor its Prepaid Card programs (see below). As a Cardholder
Independent Sales Organization, Veritec is able to promote and sell Visa branded card programs. As a Third-Party Servicer, Veritec
provides back-end cardholder transaction processing services for Visa branded card programs on behalf of its sponsoring bank. The
Company has a portfolio of five United States and eight foreign patents. In addition, we have seven U.S. and twenty-eight
foreign pending patent applications.
Barcode Technology (Sold September 30,
2015)
The Company’s Barcode Technology was
originally invented by the founders of Veritec and as a product identification system for identification and tracking of manufactured
parts, components and products mostly in the liquid crystal display (LCD) markets and is ideal for secure identification documents,
financial cards, medical records and other high security applications. Veritec developed software to send, store, display, and
read Barcode Technology on a mobile phone. On September 30, 2015, the Company sold all of its assets of its Barcode Technology,
which was comprised solely of its intellectual property. The sale allows the Company to focus its efforts solely on its growing
Mobile Banking Technology (See Note 7).
Other
On September 22, 2016, the Company announced
that it has entered into a Non-Binding Letter of Intent (“LOI”) to acquire all of Flathead Bancorporation, Inc.’s
(“FB”) issued and outstanding shares. FB is the majority owner of First Citizens Bank of Polson, Montana (“Citizens
Bank”). If the Company is successful with its proposal to FB, the Company plans to use its mobile banking technology products
and services with Citizens Bank. Under the proposed terms of the LOI, Veritec would acquire 9.9 percent of FB’s issued and
outstanding shares for $320,000 at the closing date. Veritec plans to purchase the remaining 90.1 percent of FB’s outstanding
common shares within three years of the closing date for $2,880,000. The transaction is subject to, among other things, Veritec
being able to obtain funding and obtain regulatory approval from applicable banking authorities. The Company expects to complete
this transaction by June 30, 2017.
On January 17, 2016, Veritec Inc. (the “Company”)
entered into an agreement with Vietnam Alliance Capital (“VAC”), which is domiciled in Vietnam, to form a joint venture
(“JV’) to operate a debit card business in Vietnam. The JV will be named Veritec Asia. The Company will be a 30% member
in the JV and VAC will be a 70% member in the JV. Pursuant to the agreement, the Company will grant a license of certain products
to the JV, and provide certain technologies and technological support to the JV. VAC will manage, control, and conduct its day-to-day
business and development activities. In addition VAC has agreed to raise all funds to capitalize the JV. As of December 31, 2016,
the JV has not received funding and anticipates receipt of funding in fiscal year 2017.
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“GAAP”)
for interim financial information and with the instructions to Form 10-Q. Accordingly, the condensed consolidated financial statements
do not include all of the information and footnotes required for complete financial statements.
In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for
the three and six month periods ended December 31, 2016 are not necessarily indicative of the results that may be expected for
the year ending June 30, 2017. The consolidated balance sheet information as of June 30, 2016 was derived from the Company’s
audited consolidated financial statements as of and for the year ended June 30, 2016 included in the Company’s Annual Report
on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2016. These financial statements
should be read in conjunction with that report.
The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include
estimates for reserves of uncollectible accounts, analysis of impairments of long lived assets, accruals for potential liabilities
and assumptions made in valuing stock instruments issued for services.
The accompanying condensed consolidated
financial statements include the accounts of Veritec, VCode, and VTFS. Inter-company transactions and balances were eliminated
in consolidation.
GOING CONCERN
The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. During the six months ended December 31, 2016, the Company incurred a net loss
of $284,920 and used cash in operating activities of $585,246, and at December 31, 2016, the Company had a working capital deficit
of $3,394,962 and a stockholders’ deficiency of $3,501,842. In addition, as of December 31, 2016, the Company is delinquent
in payment of $525,972 of its notes payable and $183,874 of its notes payable-related parties. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public
accounting firm, in its report on our June 30, 2016 financial statements, raised substantial doubt about the Company’s ability
to continue as a going concern. The Company’s financial statements do not include any adjustments that might result from
the outcome of this uncertainty be necessary should we be unable to continue as a going concern.
The Company believes it will require additional
funds to continue its operations through fiscal 2017 and to continue to develop its existing projects and plans to raise such funds
by finding additional investors to purchase the Company’s securities, generating sufficient sales revenue, implementing major
cost reductions or any combination thereof. There is no assurance that the Company can be successful in raising such funds, generating
the necessary sales or reducing major costs. Further, if the Company is successful in raising such funds from sales of equity securities,
the terms of these sales may cause significant dilution to existing holders of common stock. The consolidated financial statements
do not include any adjustments that may result from this uncertainty.
Use of Estimates
The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible
accounts, analysis of impairments of long lived assets, accruals for potential liabilities, and assumptions used in valuing derivatives
and stock-based compensation.
Revenue Recognition
Revenues from licenses and identification cards
are recognized when the product is shipped, the Company no longer has any service or other continuing obligations, and collection
is reasonably assured. The process typically begins with a customer purchase order detailing its specifications so the Company
can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a
license, the Company typically transmits the software to the customer via the Internet. Revenue is recognized at that point. If
the customer requests both license and hardware, the software is imported into the hardware and once the process is complete, the
product is shipped, and revenue is recognized at time of shipment. Once the software and/or other products are either shipped or
transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to
the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects
the prepayments as customer deposits.
The Company, as a processor and a distributor,
recognizes revenue from transaction fees charged cardholders for the use of its issued mobile debit cards. The fees are recognized
on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors.
Fair Value of Financial Instruments
Fair value measurements adopted by the Company
are based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”) which defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants at the measurement date. FASB authoritative
guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels
as follows:
Level 1 - Quoted prices
in active markets for identical assets or liabilities.
Level 2 - Inputs,
other than the quoted prices in active markets that are observable either directly or indirectly.
Level 3 - Unobservable
inputs based on the Company's assumptions.
The carrying amounts reported in the consolidated
balance sheets for cash and cash equivalents, accounts receivable, and current liabilities, including notes payable and convertible
notes, approximate their fair values because of the short period of time between the origination of such instruments and their
expected realization and their current market rates of interest.
At December 31, 2016, the Company’s condensed
consolidated balance sheet included the fair value of derivative liabilities of $182,000, which was based on Level 2 measurements.
At June 30, 2016, the Company did not have any derivative liabilities.
Derivative Financial Instruments
The Company evaluates its 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 consolidated statements of operations. 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.
In the case of insufficient authorized share
capital available to fully settle outstanding contracts, the Company utilizes the earliest inception date sequencing method to
prioritize its convertible securities. At each reporting date, the Company reviews its convertible securities to determine their
classification is appropriate.
Net Income (Loss) per Common Share
Basic earnings (loss) per share are computed
by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding
during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders
by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding
if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded
from the computation as their effect is antidilutive.
For the three and six months ended December
31, 2016 and 2015, the calculations of basic and diluted loss per share are the same because potential dilutive securities would
have an anti-dilutive effect. At December 31, 2016, the Company’s Series H Preferred Stock, Convertible Notes Payable and
Options were antidilutive because their exercise prices and conversion prices were out of the money.
As of December 31, 2016 and 2015, we excluded
the outstanding securities summarized below, which entitle the holders thereof to acquire shares of common stock, from our calculation
of earnings per share, as their effect would have been anti-dilutive.
|
|
As of December 31,
|
|
|
2016
|
|
2015
|
Series H Preferred Stock
|
|
|
10,000
|
|
|
|
10,000
|
|
Convertible Notes Payable
|
|
|
16,523,395
|
|
|
|
7,323,631
|
|
Options
|
|
|
2,500,000
|
|
|
|
2,510,000
|
|
Total
|
|
|
19,033,395
|
|
|
|
9,843,631
|
|
Concentrations
The Company’s cash balances on deposit
with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the
amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Company’s policy is to maintain
cash balances with high quality financial institutions. The Company did not have cash balances in excess of the guarantee during
the six months ended December 31, 2016.
Major Customers
During the three months ended December 31,
2016, the Company had two customers that represented an aggregate of 71% (59% and 12%) of our revenue. During the three months
ended December 31, 2015, the Company had three customers that represented an aggregate of 59% (24%, 19% and 16%) of our revenue.
During the six months ended December 31, 2016,
the Company had three customers that represented an aggregate of 71% (47%, 13%, and 10%) of our revenue. During the six months
ended December 31, 2015, the Company had no customers that accounted for more than 10% of our revenue.
Foreign Revenues
During the three months ended December 31,
2016 and 2015, the Company had no foreign revenues.
During the six months ended December 31, 2016,
the Company had no foreign revenues. During the six months ended December 31, 2015, foreign revenues accounted for 45% (14% Taiwan,
12% China, and 19% others) of the Company’s total revenues.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive
revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace
it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer
obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects
to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing,
and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU
2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 all of which clarify certain implementation guidance within ASU 2014-09. ASU
2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual
reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively
to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially
applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company is
currently in the process of analyzing the information necessary to determine the impact of adopting this new guidance on its financial
position, results of operations, and cash flows. The Company will adopt the provisions of this statement in the quarter beginning
July 1, 2018.
In February 2016, the FASB issued ASU No. 2016-02,
Leases
. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance
sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning
after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for
capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in
the financial statements, with certain practical expedients available. The Company is currently evaluating the expected impact
that the standard could have on its financial statements and related disclosures.
In March 2016, the FASB issued the ASU 2016-09,
Compensation
- Stock Compensation (Topic 718)
: Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU require,
among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled.
The ASU also allows for an employer to repurchase more of an employee's shares than it can today for tax withholding purposes without
triggering liability accounting and allows for a policy election to account for forfeitures as they occur. The amendments in this
ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early
adoption is permitted for any entity in any interim or annual period. The Company is currently evaluating the expected impact that
the standard could have on its financial statements and related disclosures.
Other recent accounting pronouncements issued
by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities
and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future
consolidated financial statements.
NOTE 2 – INTANGIBLE ASSETS AND CONTINGENT
EARNOUT LIABILITY
On September 30, 2014, the Company acquired
certain assets and liabilities of Tangible Payments LLC, a Maryland Limited Liability Company for an aggregate purchase price of
$192,500, including an earnout payment of $155,000. The earnout payment is payable on a monthly basis from the net profits derived
from the acquired assets commencing three months after the closing. From the date of the acquisition and up to December 31, 2016,
there was no net profit derived from the acquired assets and accordingly, no payments were made on the earnout. The earnout payment
is accelerated and the balance of the earnout payment shall be due in full at such time as Veritec receives equity investments
aggregating $1.3 million.
The Company assigned $192,500 of the purchase
price to contract commitments which are amortized over a three year period. As of December 31, 2016 and June 30, 2016, the unamortized
balance of contract commitments was $48,120 and $80,208, respectively. For the three and six months ended December 31, 2016 and
2015, the Company recorded $16,042 and $32,088, and $16,042 and $32,083, of amortization expense respectively, related to this
intangible which is included in general and administrative expense in the accompanying Condensed Consolidated Statements of Operations.
NOTE 3 – NOTES PAYABLE
Notes payable
Notes payable includes accrued interest and
consists of the following at December 31, 2016 and June 30, 2016:
|
|
December 31, 2016
|
|
June 30,
2016
|
(a) Convertible notes
|
|
$
|
200,385
|
|
|
$
|
195,655
|
|
(b) Notes payable
|
|
|
361,465
|
|
|
|
352,729
|
|
Total notes-third parties
|
|
$
|
561,850
|
|
|
$
|
548,384
|
|
(a) At June 30, 2016, convertible notes totaled
$195,655. During the six months ended December 31, 2016, accrued interest of $4,730 was added to principal. At December 31, 2016,
convertible notes totaled $200,385. The notes are unsecured, and interest accrues at rates ranging from 5% to 8% per annum. At
December 31, 2016, $164,507 of the notes are in default, and are convertible at a conversion price of $0.30 per share into 548,356
shares of the Company’s common stock. The balance of $35,878 is due on demand, and is convertible at a conversion price
of $0.08 per share into 448,475 shares of the Company’s common stock.
(b) At June 30, 2016, notes payable totaled
$352,729. During the six months ended December 31, 2016, accrued interest of $8,739 was added to principal. At December 31, 2016,
the notes payable totaled $361,465. $327,185 of notes are secured by the Company’s intellectual property, and $34,280 of
notes are unsecured. Interest accrues at rates ranging from 6.5% to 10% per annum. At December 31, 2016, the Company was in default
on the notes totaling $361,465.
Notes payable-related party
Notes payable-related includes accrued interest
and consists of the following at December 31, 2016 and June 30, 2016:
|
|
December 31, 2016
|
|
June 30,
2016
|
(c) Convertible notes-The Matthews Group
|
|
|
$ 1 ,136,489
|
|
|
$
|
669,648
|
|
(d) Notes payable-The Matthews Group
|
|
|
454,407
|
|
|
|
216,648
|
|
(e) Convertible notes-other related
|
|
|
245,888
|
|
|
|
237,725
|
|
(f) Convertible notes-former officer
|
|
|
—
|
|
|
|
360,190
|
|
Total notes-related party
|
|
$
|
1,836,784
|
|
|
$
|
1,484,211
|
|
(c) The Matthews Group (see Note 7) is owned
50% by Ms. Van Tran, the Company’s CEO, and 50% by Larry Johanns, a significant shareholder of the Company. At June 30, 2016,
convertible notes due to The Matthews Group totaled $669,648. During the six months ended December 31, 2016, $427,000 of convertible
notes were issued to The Matthews Group, and accrued interest of $42,591 was added to principal. At December 31, 2016, convertible
notes due to The Matthews Group totaled $1,136,489. The notes are unsecured, interest accrues at rates ranging from 8% to 10% per
annum, and are due on demand. At December 31, 2016, the notes are convertible at a conversion price of $0.08 per share into 14,206,113
shares of the Company’s common stock. During the three and six months ended December 31, 2016, the market price on the date
some of the notes were issued was in excess of the conversion price, and as a result the Company recorded a beneficial conversion
feature on issuance of the notes of $8,750 and $16,250, respectively, which is included as interest expense
.
(d) At June 30, 2016, notes payable due to
The Matthews Group totaled $216,648. During the six months ended December 31, 2016, $219,883 of notes payable were issued to The
Matthews Group, and accrued interest of $17,876 was added to principal. At December 31, 2016, notes payable due to The Matthews
Group totaled $454,407. The notes are unsecured, accrued interest at 10% per annum, and are due on demand. The notes were made
in relation to a management services agreement with The Matthews Group (see Note 7).
(e)
At June 30, 2016, convertible notes due other related parties totaled $237,725. During the six months ended December 31, 2016,
accrued interest of $8,163 was added to principal. At December 31, 2016 convertible notes due other related parties totaled $245,978.
The notes are unsecured and accrue interest at rates ranging from 8% to 10% per annum. At December 31, 2016, $183,874 of the notes
are in default, and the balance of $62,104 is due on demand.
At December 31, 2016, $183,874 of the notes are convertible
at a conversion price of $0.30 per share into 612,913 shares of the Company’s common stock, $23,505 of the notes are convertible
at a conversion price of $0.10 per share into 235,050 shares of the Company’s common stock, and $38,599 of the notes are
convertible at a conversion price of $0.08 per share into 472,488 shares of the Company’s common stock.
(f) On September
21, 2016, the Company entered into a settlement agreement with an individual who was a former officer of the Company. The
individual had loaned the Company $250,000 in prior years and was also issued 500,000 shares of common stock for services.
The Company alleged that the individual used the Company's intellectual property without approval. Under the terms of the
settlement agreement, the individual agreed to relinquish a convertible note payable and unpaid interest aggregating $364,686,
and return 500,000 shares of common stock previously issued to him. In turn, the Company agreed to release and discharge
the individual against all claims arising on or prior to the date of the settlement agreement. The Company recorded a gain
on the settlement of $364,686 in the accompanying condensed consolidated statement of operations for the six months ended December
31, 2016. As of December 31, 2016, the 500,000 shares have not been relinquished. When the Company receives the shares, it will
record a cancellation of shares.
NOTE 4 - DERIVATIVE LIABILITIES
From time to
time, the Company issues convertible notes payable with embedded conversion features and options to purchase common stock. Pursuant
to the FASB authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s
own stock, when there are insufficient authorized shares, the obligation for the exercise of the convertible instrument should
be classified as a liability and measured at fair value. In December 2016, the Company determined that there were not sufficient
authorized shares of common stock available for issuance upon conversion of certain of its convertible notes. As a result, in
December 2016, the Company recorded a charge for the fair value of the derivative liabilities of $182,000. The conversion feature
of the notes is re-measured at the end of every reporting period with the change in value reported in the consolidated statement
of operations.
The derivative
liability was valued at the following dates using a Black-Scholes-Merton model with the following assumptions:
|
|
December 31, 2016
|
Conversion feature:
|
|
|
|
|
Risk-free interest rate
|
|
|
0.07
|
%
|
Expected volatility
|
|
|
99
|
%
|
Expected life (in years)
|
|
|
1.2 years
|
|
Expected dividend yield
|
|
|
—
|
|
Fair Value:
|
|
|
|
|
Conversion feature
|
|
$
|
182,000
|
|
The risk-free
interest rate was based on rates established by the Federal Reserve Bank. The Company used its own historical stock’s
volatility as the estimated volatility. The expected life of the conversion feature of the notes or options was based on the estimated
remaining terms of the notes or options, or expected settlement date for notes due on demand or that have matured. The expected
dividend yield was based on the fact that the Company has not customarily paid dividends to its holders of common stock in the
past and does not expect to pay dividends to holders of its common stock in the future.
NOTE 5 - STOCKHOLDERS’ DEFICIENCY
As of December 31, 2016 and June 30, 2016,
145,000 shares of common stock with an aggregate value of $12,500 have not been issued and are reflected as common shares to be
issued in the accompanying condensed consolidated balance sheet.
NOTE 6 – STOCK OPTIONS
Stock Options
A summary of stock options for the six months
ended December 31, 2016 is as follows:
|
|
Number of Shares
|
|
Weighted-Average Exercise
Price
|
|
Outstanding at June 30, 2016
|
|
|
|
2,510,000
|
|
|
$
|
0.08
|
|
|
Granted
|
|
|
|
—
|
|
|
$
|
0.00
|
|
|
Forfeited
|
|
|
|
(10,000
|
)
|
|
$
|
0.08
|
|
|
Outstanding at December 31, 2016
|
|
|
|
2,500,000
|
|
|
$
|
0.08
|
|
|
Exercisable at December 31, 2016
|
|
|
|
2,500,000
|
|
|
$
|
0.08
|
|
At December 31, 2016, the Company had 2,500,000
of options outstanding and exercisable. The options expire in February, 2020, and are exercisable at $0.08 per share. There were
no options granted during the six months ended December 31, 2016 and the Company recognized no stock-based compensation expense
related to stock options during the three and six months ended December 31, 2016 and 2015, respectively. As of December 31, 2016,
there was no remaining unrecognized compensation costs related to stock options, and the intrinsic value of these options was $50,000.
Additional information regarding options
outstanding as of December 31, 2016 is as follows:
Options Outstanding at
December 31, 2016
|
|
Options Exercisable at
December 31, 2016
|
|
Range
of Exercise
|
|
|
|
Number
of Shares Outstanding
|
|
|
|
Weighted
Average Remaining Contractual Life (Years)
|
|
|
|
Weighted Average Exercise
Price
|
|
|
|
Number
of Shares Exercisable
|
|
|
|
Weighted
Average Exercise Price
|
|
$
|
0.08
|
|
|
|
2,500,000
|
|
|
|
3.25
|
|
|
$
|
0.08
|
|
|
|
2,500,000
|
|
|
$
|
0.08
|
|
|
|
|
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
2,500,000
|
|
|
|
|
|
The weighted-average remaining contractual
life of stock options outstanding and exercisable at December 31, 2016 is 3.25 years.
NOTE 7 – RELATED PARTY TRANSACTIONS
The Matthews Group is owned 50% by Ms. Van
Tran, the Company’s CEO/Executive Chair and a director, and 50% by Larry Johanns, a significant stockholder of the Company.
The Company has relied on The Matthews Group for funding (see Notes 1 and 3).
During the six months ended December 31, 2016,
The Matthews Group loaned the Company $427,500 of convertible notes. At December 31, 2016, convertible notes of $1,136,489 are
due The Matthews Group (see Note 3).
The Company has a management services agreement
with The Matthews Group to manage all facets of the Company’s previous barcode technology operations, on behalf of The Matthews
Group, through May 30, 2017. The Matthews Group bears the risk of loss from the barcode operations and has the right to the residual
benefits of the barcode operations. In consideration, the Company earns a fee of 20% of all revenues from the barcode technology
operations. During the three and six months ended December 31, 2016, the Company recorded revenue related to this agreement of
$52,430 and $75,330, respectively. Pursuant to the management services agreement, all cash flow (all revenues collected less direct
costs paid) of the barcode technology operations is retained by the Company as proceeds from unsecured notes payable due The Matthews
Group. During the six months ended December 31, 2016, cash flow loans of $219,883 were made to the Company at 10% interest per
annum and due on demand. At December 31, 2016, cash flow loans of $454,407 are due to The Matthews Group (see Note 3).
At various times throughout the Company’s
history, the Company received various unsecured, non-interest bearing, due on demand advances from its Chief Executive Officer,
Ms. Van Tran, a related party. The balances due Ms. Tran as of December 31, 2016 and June 30, 2016 were $96,110 and $96,110, respectively.
These advances have been classified as accounts payable, related pa
rty
on the accompanying condensed consolidated balance sheets.
The
Company leases its office facilities from Ms. Tran. For both the three and six months ended December 30, 2016 and 2015, rental
payments to Ms. Van Tran totaled $12,750 and $25,500, respectively.
NOTE
8 – SUBSEQUENT EVENTS
On
February 8, 2017, the Company agreed to acquire certain assets consisting mostly of intellectual property and certain existing
contracts of Pacific Bell, Inc. Pacific Bell is engaged in developing WiFi/WiMAX solutions for users worldwide. The
Company agreed to issue 2,000,000 restricted shares of the Company’s common stock valued at $200,000. The Company
also entered into a five-year employment agreement with the Seller, for which the Company will pay a base salary and a performance
bonus equal to 25% of Pacific Bell’s annual net income, as defined, up to $3,000,000.
ITEM 2 - MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations – Three Months
Ended December 31, 2016 compared to December 31, 2015
We had a net loss of $427,678 in the three
months ended December 31, 2016 compared to net loss of $282,895 in the three months ended December 31, 2015.
Revenues
Details of revenues are as follows:
|
|
Three Months Ended December 31,
|
|
Increase (Decrease)
|
|
|
2016
|
|
2015
|
|
$
|
|
%
|
Mobile Banking Technology
|
|
$
|
37,130
|
|
|
$
|
71,458
|
|
|
$
|
(34,328
|
)
|
|
|
(48.0
|
)
|
Other revenue, related party
|
|
|
52,430
|
|
|
|
21,968
|
|
|
|
30,462
|
|
|
|
138.7
|
|
Total Revenues
|
|
$
|
89,560
|
|
|
$
|
93,426
|
|
|
$
|
(3,866
|
)
|
|
|
(4.1
|
)
|
Mobile Banking Technology
Mobile Banking Technology
revenues include products such as the Company’s Blinx On-Off™ prepaid toggle Card and its Open Loop/Close Loop System
and Bio ID Card Platform. Mobile Banking Technology uses web-based mobile technology to offer financial cardholders the very best
technology in conducting secure financial transactions in real time, protecting personal identity, and financial account security.
Mobile Banking Technology revenues for the three months ended December 31, 2016 and 2015 were $37,130 and $71,458, respectively.
The decrease in Mobile Banking Technology revenues was due to both the conclusion of certain long term contracts during the prior
year and the Company not having a bank to sponsor its mobile banking solutions during the three months ended December 31, 2016
(see Note 1 to Consolidated Financial Statements).
Other Revenue, related party
Effective October 1, 2015, the Company entered
into a management services agreement with the Matthews Group for which the Company will manage its previous barcode technology
business, on behalf of the Matthews Group, from October 1, 2015 to May 30, 2017. Per the terms of the management services agreement,
the Company earned 20% of all revenues, or $52,430 and $21,968, from the barcode technology business during the three month ended
December 31 2016, respectively.
Cost of Sales
Cost of sales for the three months ended December
31, 2016 and 2015, totaled $90,300 and $110,952, respectively. The decrease in cost of sales was primarily from expense reductions,
including bank sponsor fees, associated with our decline in Mobile Banking Technology revenues discussed above, as compared to
the same period of the prior year.
Operating Expenses
General and administrative expenses for the
three months ended December 31, 2016 were $186,558 compared to $150,387 for three months ended December 31, 2015. The increase
in general and administrative expenses was primarily from an increase in professional services fees as compared to the same period
of the prior year.
Sales and marketing expenses for the three
months ended December 31, 2016 were $390 compared to $2,566 for three months ended December 31, 2015. The decrease in sales and
marketing expenses was primarily from expense reductions implemented during the period due to our reduction in Mobile Banking Technology
revenues discussed above, as compared to the same period of the prior year,
Research and development expenses for the three
months ended December 31, 2016 were $11,390 compared to $23,232 for three months ended December 31, 2015. The decrease in research
and development expenses was primarily from expense reductions implemented during the period due to our reduction in Mobile Banking
Technology revenues discussed above, as compared to the same period of the prior year,
Other Expenses
Interest expense and financing costs for the
three months ended December 31, 2016 and 2015, was $46,600 and $89,183, respectively. The decrease was primarily a result of a
reduction in non-cash expense relating to the beneficial conversion feature of convertible notes payables during the three months
ended December 31, 2016 as compared to the same period of the prior year.
For the three months ended December 31, 2016,
the Company recognized an expense related to the fair value of derivatives liabilities of $182,000. No similar activity occurred
during the same period of the prior year.
Results of Operations – Six Months
Ended December 31, 2016 compared to December 31, 2015
We had a net loss of $284,920 in the six months
ended December 31, 2016 compared to net loss of $1,077,759 in the six months ended December 31, 2015.
Revenues
Details of revenues are as follows:
|
|
Six Months Ended December 31,
|
|
Increase (Decrease)
|
|
|
2016
|
|
2015
|
|
$
|
|
%
|
Mobile Banking Technology
|
|
$
|
84,210
|
|
|
$
|
138,721
|
|
|
$
|
(54,511
|
)
|
|
|
(39.3
|
)
|
Barcode Technology (Sold September 30, 2015)
|
|
|
—
|
|
|
|
133,714
|
|
|
|
(133,714
|
)
|
|
|
(100.0
|
)
|
Other revenue, related party
|
|
|
75,330
|
|
|
|
21,968
|
|
|
|
53,362
|
|
|
|
242.9
|
|
Total Revenues
|
|
$
|
159,540
|
|
|
$
|
294,403
|
|
|
$
|
(134,863
|
)
|
|
|
(45.8
|
)
|
Mobile Banking Technology
Mobile Banking Technology
revenues include products such as the Company’s Blinx On-Off™ prepaid toggle Card and its Open Loop/Close Loop System
and Bio ID Card Platform. Mobile Banking Technology uses web-based mobile technology to offer financial cardholders the very best
technology in conducting secure financial transactions in real time, protecting personal identity, and financial account security.
Mobile Banking Technology revenues for the six months ended December 31, 2016 and 2015 were $84,210 and $138,721, respectively.
The decrease in Mobile Banking Technology revenues was due to both the conclusion of certain long term contracts during the prior
year and the Company not having a bank to sponsor its mobile banking solutions during the six months ended December 31, 2016 (see
Note 1 to Consolidated Financial Statements).
Barcode Technology (Sold September 30,
2015)
On December 31, 2015, the Company and The Matthews
Group, a related party, entered into an Asset Purchase Agreement pursuant to which the Company sold the intellectual property assets
relating to its Barcode Technology. Barcode Technology revenue for the six months ended December 31, 2015 represents the revenue
earned from July 1, 2015 to December 31, 2015, the date it was sold.
Other Revenue, related party
Effective October 1, 2015, the Company entered
into a management services agreement with the Matthews Group for which the Company will manage its previous barcode technology
business, on behalf of the Matthews Group, from October 1, 2015 to May 30, 2017. Per the terms of the management services agreement,
the Company earned 20% of all revenues, or $75,330 and $21,968, from the barcode technology business during the six months ended
December 31 2016, respectively.
Cost of Sales
Cost of sales for the six months ended December
31, 2016 and 2015, totaled $148,860 and $197,588, respectively. The decrease in cost of sales was primarily from expense reductions,
including bank sponsor fees, associated with our decline in Mobile Banking Technology revenues discussed above, as compared to
the same period of the prior year.
Operating Expenses
General and administrative expenses for the
six months ended December 31, 2016 were $357,000 compared to $364,933 for six months ended December 31, 2015. The decrease in general
and administrative expenses was primarily from expense reductions implemented during the period due to our reduction in Mobile
Banking Technology revenues discussed above, as compared to the same period of the prior year. The decrease was primarily from
expense reductions relating to the sale of its barcode technology business as compared to the same period of the prior year.
Sales and marketing expenses for the six months
ended December 31, 2016 were $5,560 compared to $16,641 for six months ended December 31, 2015. The decrease in sales and marketing
expenses was primarily from expense reductions implemented during the period due to our reduction in Mobile Banking Technology
revenues discussed above, as compared to the same period of the prior year,
Research and development expenses for the six
months ended December 31, 2016 were $22,130 compared to $41,817 for six months ended December 31, 2015. The decrease in research
and development expenses was primarily from expense reductions implemented during the period due to our reduction in Mobile Banking
Technology revenues discussed above, as compared to the same period of the prior year,
Other Income (Expenses)
During the six months ended December 31, 2016,
the Company recorded a gain on settlement of $364,690 (see Note 3 to Consolidated Financial Statements). No similar activity occurred
during the same period of the prior year.
Interest expense and financing costs for the
six months ended December 31, 2016 and 2015, was $93,600 and $751,183, respectively. The decrease was the result of certain non-cash
financing costs that occurred during the prior year for which no similar activity occurred during the six months ended December
31, 2016.
During the six months ended December 31, 2016,
the Company recognized an expense related to the fair value of derivatives liabilities of $182,000. No similar activity occurred
during the same period of the prior year.
Capital Expenditures and Commitments
No capital purchases were made during the six
months ended December 31, 2016.
Liquidity
Our cash balance at December 31, 2016 increased
to $123,090 as compared to $60,953 at June 30, 2016. The increase was the result of $585,246 in cash used in operating activities
offset by $653,379 in cash provided by financing activities. Net cash used in operations during the six months ended December 31,
2016 was $585,246 compared with $319,142 of net cash used in operations during the same period of the prior year. Cash used in
operations during the six months ended December 31, 2016 was primarily due to our net loss in the period of $102,920 offset by
non-cash expenses of $235,751. Net cash provided by financing activities of $647,383 during the six months ended December 31, 2016
was due to proceeds received from notes payable of $647,383. During the same period of the prior year, net cash provided by financing
activities of $106,000 was from proceeds received from notes payable of $108,500 offset by payments of $2,500 on notes payable.
The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. During the six months ended December 31, 2016, the Company used cash in operating
activities of $585,246, and at December 31, 2016, the Company had a working capital deficit of $3,212,962 and a stockholders’
deficiency of $3,319,842. In addition, as of December 31, 2016, the Company is delinquent in payment of $709,849 of its notes payable.
These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s
independent registered public accounting firm, in its report on our June 30, 2016 financial statements, has raised substantial
doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not include
any adjustments that might result from the outcome of this uncertainty be necessary should we be unable to continue as a going
concern.
The Company believes its cash and forecasted
cash flow from operations will not be sufficient to continue operations through fiscal 2017 without continued external investment.
The Company believes it will require additional funds to continue its operations through fiscal 2017 and to continue to develop
its existing projects and plans to raise such funds by finding additional investors to purchase the Company’s securities,
generating sufficient sales revenue, implementing dramatic cost reductions or any combination thereof. There is no assurance that
the Company can be successful in raising such funds, generating the necessary sales or reducing major costs. Further, if the Company
is successful in raising such funds from sales of equity securities, the terms of these sales may cause significant dilution to
existing holders of common stock.
The Company has traditionally been dependent
on The Matthews Group, LLC, a related party, for its financial support. The Matthews Group is owned 50% by Van Tran, the Company’s
CEO/Executive Chair and a director, and 50% by Lawrence J. Johanns, a significant Company stockholder.
Commitments and Contractual Obligations
The Company has one annual lease commitment
of $51,400 for the corporate office building, which is leased from Ms. Tran, our chief executive officer, which expired on June
30, 2015, and was automatically extended until June 30, 2017. The commitment is for the corporate offices at 2445 Winnetka Avenue
North, Golden Valley, Minnesota. As of December 31, 2016, the total amount of the remaining one-year lease commitment is $25,200.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies
Stock-Based Compensation
The Company periodically issues stock options
and warrants to employees and non-employees in capital raising transactions, for services and for financing costs. The Company
accounts for stock option and stock warrant grants to employees based on the authoritative guidance provided by the Financial Accounting
Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company
accounts for stock option and stock warrant grants to non-employees in accordance with the authoritative guidance of the Financial
Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a)
the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity
instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line
basis. In certain circumstances where there are no future performance requirements by the non-employee, option or warrant grants
are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.
The fair value of the Company’s common
stock option and warrant grants are estimated using a Black-Scholes option pricing model, which uses certain assumptions related
to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation
expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The
assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.
Revenue Recognition
The Company accounts for revenue recognition
in accordance with guidance of the Financial Accounting Standards Board. Revenues for the Company are classified into barcode technology
revenue and mobile banking technology revenue.
Revenues from licenses and identification cards
are recognized when the product is shipped, the Company no longer has any service or other continuing obligations, and collection
is reasonably assured. The process typically begins with a customer purchase order detailing its specifications so the Company
can import its software into the customer's hardware. Once importation is completed, if the customer only wishes to purchase a
license, the Company typically transmits the software to the customer via the Internet. Revenue is recognized at that point. If
the customer requests both license and hardware, once the software is imported into the hardware and the process is complete, the
product is shipped and revenue is recognized at time of shipment. Once the software and/or other products are either shipped or
transmitted, the customers do not have a right of refusal or return. Under some conditions, the customers remit payment prior to
the Company having completed importation of the software. In these instances, the Company delays revenue recognition and reflects
the prepayments as customer deposits.
The Company, as a processor and a distributor,
recognizes revenue from transaction fees charged cardholders for the use of its issued mobile debit cards. The fees are recognized
on a monthly basis after all cardholder transactions have been summarized and reconciled with third party processors.
Recently Issued Accounting Standards
See Footnote 1 of the condensed consolidated
financial statements for a discussion of recently issued accounting standards.