Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2018
[ ] TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________
to ___________
Commission file number 000-55370
Globe Photos, Inc.
(Name of small business issuer in its charter)
Delaware
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27-0746744
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5900
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(State or Other Jurisdiction of Incorporation
or Organization)
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IRS Employer Identification Number
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Primary Standard Industrial Classification
Code Number
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6445 South Tenaya Way, B-130
Las Vegas, Nevada 89113
(702)722-6113
(Address and telephone number of principal
executive offices)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
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No
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted
electronically, every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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As of June 29, 2018, the aggregate market value of the voting
and non-voting equity held by non-affiliates of the registrant was $22,800,442, based on the closing price of the registrant’s
common stock on the OTCQB marketplace of $0.23.
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date. As of April 12, 2019, there were 326,428,584 shares of common stock,
par value $0.0001 outstanding.
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31,
2018
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K, the other
reports, statements, and information that the Company has previously filed with or furnished to, or that we may subsequently file
with or furnish to, the Securities and Exchange Commission (the “SEC”) and public announcements that we have previously
made or may subsequently make include, may include, or may incorporate by reference certain statements that may be deemed to be
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended,
and that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act. To the extent
that any statements made in this report contain information that is not historical, these statements are essentially forward-looking.
Forward-looking statements can be identified by the use of words such as “anticipate”, “estimate”, “plan”,
“project”, “continuing”, “ongoing”, “expect”, “believe”, “intend”,
“may”, “will”, “should”, “could”, and other words of similar meaning. These statements
are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation,
marketability of our products; legal and regulatory risks associated with trading publicly; our ability to raise additional capital
to finance our activities; the future trading of our common stock; our ability to operate as a public company; our ability to
protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial
condition; our ability to attract or retain qualified senior management personnel and research and development staff; and other
risks detailed from time to time in our filings with the SEC, or otherwise.
Information regarding market and industry
statistics contained in this report is included based on information available to us that we believe is accurate. It is generally
based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts
and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties
accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake
any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these
forward-looking statements.
PART I
ITEM 1. BUSINESS.
Overview
The Company was originally incorporated
on September 20, 2004 in the State of Delaware under the name “Blog8.” Since incorporation, we have changed our name
a number of times, having been named “Securiteyes,” “Medify Solutions Limited,” “Petel Incorporated”
and “Gleeworks, Inc.” and “Capital Art, Inc.” On June 6, 2018, we filed a Certificate of Merger with the
Secretary of State of Delaware in order to effectuate a merger with our wholly-owned subsidiary, Globe Photos, Inc. As part of
the merger, our board of directors authorized a change in our name from “Capital Art, Inc.” to “Globe Photos,
Inc.” and our Certificate of Incorporation has been amended to reflect this name change.
We are currently engaged in the business
of acquiring, selling, licensing and merchandising classic and contemporary photographic images and reproductions. Over the last
few years, we have been in a developmental phase, focused mostly on acquiring ownership or rights to collections of rare or unpublished
negatives and photographs of iconic celebrity images.
We have been taking advantage of a new
market dynamic, where aging celebrities, retiring photographers, and image rights holders (i.e., family estates) are finally offering
their exclusive photographic collections up for sale. We seized this opportunity to acquire these historic archives over the last
few years, including the acquisition of other companies that have been quietly collecting these rare archives.
We believe we have now assembled one of
largest collections of iconic pop culture imagery photography in the world. It is comprised of more than 15 million images taken
by more than 3,500 photographers from around the world over the last century. It features iconic personalities and seminal moments
from the worlds of entertainment, sports, history and politics. Our branded archives include Frank Worth collection, Movie Star
News, and Globe Photos Agency (from the original Globe Photos founded in 1939).
Archived and stored at our Company’s
secured warehouse, these collections include never before seen negatives, one-of-a kind prints and other memorabilia. They include
rare images of celebrity icons, such as Elvis Presley, James Dean, Marilyn Monroe, Humphry Bogart, Frank Sinatra, the Beatles
and more, as well as many contemporary personalities, performing artists and star athletes.
More recently we have been focused on acquiring
assets that would provide us the ability to sell and merchandise licensed sports photography, as well as an operational platform
for monetizing the photographic assets and associated memorabilia that we have acquired. This effort culminated on October 11,
2018 with the acquisition of substantially all of the assets of Photo File, Inc. (“Photo File”), a 30-year-old New
York-based licensed sports photography company with more than 50 employees engaged in the licensing, production, marketing and
sales of sports imagery and related collectibles.
As part of the Photo File transaction,
we acquired licenses to produce and sell licensed sports prints, lithographs and other related items for major U.S. sports leagues,
including NFL, NBA, MLB, and NHL Properties and their respective player associations, as well as most major college sports teams.
We also gained licenses with thousands of individuals and organizations, including Babe Ruth, Joe Namath, Vince Lombardi, Marvel
Entertainment, and others. The acquisition also significantly expanded our collection of company-owned iconic sports photography.
In addition to valuable licenses and photo
assets, the Photo File transaction has provided us access to its well-established sales and marketing organization, and it has
opened new distribution channels for our existing product lines.
We also expect to benefit from Photo File’s
reputation for excellent customer service, as well as its strong ties to its professional and collegiate sports leagues and large
retail customers. This will be important as we further develop relationships with top retail clients and distributors including
Costco, Walmart, Target, Bed Bath and Beyond, USPS, Scheels and others.
Prior to the Photo File transaction, we
had taken preliminary steps to monetize the value of our collection by establishing various sales channels and marketing methodologies.
We have been selling some of our photographic images and reproductions on a limited basis through auctions, third-party galleries,
art consultants, interior decorators, brick and mortar locations, specialty and big box retailers, as well as through various
online outlets, including Amazon and 1stdibs, and directly to end consumers via our Globe Photos website. We have been experimenting
with various ways to reach customers through diverse marketing channels, including our websites, events and interactive campaigns.
In many respects, the Company believes
it has turned the corner with the Photo File transaction, allowing us to emerge from our development stage into a full-scale commercialization
phase and take advantage of the growing market demand for pop culture and sports imagery and related memorabilia.
Our mission is to operate as a global marketplace
for licensed sports and pop culture imagery, which includes both sold physical prints as well as licensed digital photography
that our customers can use in their communications, such as social media, websites, digital and print marketing materials, books
and publications.
Through our online and in-store platforms
and manufacturing processes, consumers are able to customize, personalize, share, print and download licensed prints and physical
products both for personal use and for creating thoughtful and personalized gifts. These may include such photo-based products
as framed photos, canvases, books, calendars, greeting cards, mugs, bags, and apparel. There are numerous ways for our customers
to avail themselves of our vast library of digital images.
As part of increasing our product offerings,
we plan to continue our search for photographic archives that are undervalued by the market. These archives may be acquired outright,
or we may enter into representation or consignment agreements with the owners of the archives. These opportunities are typically
(1) aging photographers who are looking to monetize their archive while still alive via a single large transaction, or (2) media
companies that have aggregated assets (or rights to assets) and are seeking to dispose of the archive or a partner who can help
them grow cash flows related to the archive. These opportunities exist both in the United States and abroad and we continue to
search for value on a global basis.
Our principal place of business is located
at 6445 South Tenaya Way, Suite B-130, Las Vegas, NV 89113. General information about us can be found at www.globephotos.com.
The information contained on or connected to our website is not incorporated by reference into this Prospectus.
Asset Purchase Agreement with Photo File
In 1987, the year it was founded, Photo
File was awarded a license for photography by Major League Baseball and the MLB Players Association, becoming the first company
to be given a license for photography by any major sport in the United States. Photo File is also licensed by thousands of individuals
and organizations, including Muhammad Ali, Babe Ruth, Joe Namath, Vince Lombardi, and Marvel Entertainment. Photo File had become
one of the nation’s leading manufacturers of sports photography, with licenses from the NFL, MLB, NBA, NHL, Collegiate Licensing
Company (CLC), and their respective player associations.
Besides photos in sizes up to 30"x40",
Photo File offered a full range of framed and matted products, plaques, photo sculptures, ceramics tiles, key chains and event
covers. Photo File also produced a line of licensed Framed Gold Records featuring top recording artists, including Elvis Presley,
KISS and many others.
At the time of the asset purchase by Globe
Photos, Photo File employed 54 people, including its owners. The staff was comprised of 51 full-time and three part-time employees.
Photo File’s 43,000 square foot facility, located in Mount Kisco, NY, included a printing lab, a graphics department, framing
operation and sales and marketing divisions.
On October 11, 2018, the Company entered
into an Asset Purchase Agreement (the “Purchase Agreement”) with Photo File, along with its related company Sportphotos.com
(collectively, the “Seller”) and Charles Singer, its CEO and principal stockholder, to acquire the assets of the 30-year-old
private New York-based company.
Pursuant to the Purchase Agreement, the
Company and the seller agreed to the following purchase consideration:
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$2 million cash consideration as follows: $865,000 was advanced at the execution of the
Purchase Agreement, which was secured through a pledge of 40% of the outstanding shares of the Seller; $650,000 was paid on
the closing of the Agreement; and a $500,000 contingency payment shall be paid to Seller within 72 hours of receiving written
consent from the major sports leagues;
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A 10% interest in the Nevada subsidiary called Photo File, LLC that we have formed to house
the assets; and
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A royalty to Seller that commences upon the initial $6 million in sales from the Nevada
subsidiary with a cap of $500,000 annually and $5 million in total. The royalty is calculated on annual sales beginning with
the date of closing and will restart each year with no carry forward from one year to the next. As of December 31, 2018, the Company has recorded a contingent liability related to the royalty payout
of $4,279,000.
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Additionally, the Seller will endeavor to sell its Vintage Photographic Collection to a
third party after Closing. If at the completion of the sale of the Vintage Photographic Collection, proceeds from the sale,
but before any expenses other than commissions, are less than $2 million, Globe Photos will pay to the Seller the difference
between such proceeds and $2 million within 30 days. Any proceeds from the sale, but before any expenses other than commissions,
above $2 million will be divided equally between the Seller and Globe Photos with the Seller remitting 50% of such proceeds
within 30 days of their receipt.
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Assets acquired in the Photo File transaction
included more than 1 million sports negatives, prints and slides, more than 1,000 autographed lithographs and memorabilia, as well
as printing and packaging equipment. Per the terms of the Purchase Agreement, we have created a new Nevada subsidiary called Photo
File, LLC to hold the assets we have acquired from Photo File.
Post-Acquisition Plans
We see Photo File as a classic turnaround
situation, during 2017 Photo File alone presented annual revenues of approximately $6.7 million and losses of approximately $1
million , but at one time having generated more than $20 million in annual revenues. Currently, of the approximately $7 million
in revenue, only about 8% is generated online. We believe this represents a substantial opportunity to leverage the latest advances
in e-Commerce technology and services to grow sales. Through our experience and our review of successful models of other major
sports retailers, we determined that more than 80% of the business revenue should be generated by online, print-on-demand or direct-to-consumer
sales.
We are also currently executing a plan to
right size the organization and move forward efficiently and effectively. In conjunction with this analysis, we have evaluated
areas and processes such as printing, production and fulfillment to reduce inefficiencies and further reduce overhead, along with
expanding capacities. This review and integration will take place over a measured period as to not disrupt current operations and
production. We have identified several viable options to outsource printing and grow the business by including individuals and
companies currently working within the industry.
We believe the inclusion of a sports channel
is complementary to our existing business and allows us to piggy back the photo assets of Globe Photos onto Photo File’s
existing clients and retail opportunities. We plan to leverage the long-term distributor relationships Photo File has developed
over the last 30 years to increase the sales of our existing Globe Photos library.
Business Strategy
We expect to become a major provider of
licensed products and services by using a combination of traditional methods and merchandizing, along with innovative new approaches.
Traditional methods, such as licensing, online downloads and subscriptions, and manufacturing and selling framed products, have
built billion-dollar photo-based enterprises like Getty Images, Shutterstock and Shutterfly. However, with the aspiration to become
the leader in our space, we are also developing new sales and marketing concepts that we believe will change the way people purchase
images across online and retail channels. We expect our growth to be driven several initiatives:
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Develop our customer base:
We plan to expand our customer base and promote
our Globe Photos brand by leveraging our existing channels. This includes word-of-mouth referrals from customers, auctions,
catalogs, online advertising and direct marketing that will continue to expand our customer reach. We plan to leverage the
latest methods and technologies in social media and eCommerce marketing, including A.I. (artificial intelligence) to build
out our customer database with valuable demographic and customer preference information in order to enhance our customer experience
and increase sales.
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Expand products and services offerings:
We plan to innovate as a way to increase
the breadth and value proposition of our products and services. We will continually explore new marketing possibilities, and
have a number of programs at various stages of development. These programs are based on the strategy of leveraging industry
partners and technology to lower or eliminate capital requirement for deployment and ongoing program management.
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Increase sales to existing customers:
We intend to increase both average order
size and repeat orders per customer by expanding our products and services, tailoring our offerings to encourage additional
purchases for different use occasions, and increasing our cross-selling and up-selling activities.
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Growth through acquisitions:
We will continue to consider strategic business
or asset acquisitions that will help us secure additional photographic assets, products, market share, talent, and revenue.
We continue to seek photographic archives that are undervalued, to purchase them or secure rights to these archives through
representation or consignment agreements with the owners.
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Expand our sports licenses.
We are looking to expand our sports licenses to
include more products related to the core licenses we currently have with the NFL, NBA, MLB and NHL, as well as to expand
our licensing relationships with additional major college teams and other sports organizations. We expect sales of products
generated by the sport licensing part of our business, particularly with the launch of new sales and marketing concepts, to
grow the fastest.
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Expand upon and leverage partnerships:
We plan to expand upon and leverage
our retail and distribution partners that include Costco, Walmart, Bed Bath & Beyond and CVS. We also plan to increase
our sales presence on Amazon and 1stdibs. We expect to expand upon our licensing partnerships with Wendover Art Group, Zuma
Press, Artspace, Fanatics, PersonalizationMall.com and others.
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Sales, Marketing and Distribution
Our photographic assets and licenses are
delivered or manufactured in a variety of physical and digital formats that can be sold through several different distribution
channels and markets. This creates numerous potential revenue streams.
We sell photographs in the form of open
edition or fine art prints. In some instances, prints can be paired with other memorabilia to create unique collectibles, such
as photo footballs, original concert tickets, and autographed items.
Since we own many original prints and negatives,
these prints can be also be paired with memorabilia or sold separately as collectibles after we digitize the original print or
negative. We retain the exclusive copyright to the image, so we can then resell the digitalized image in different formats and
sizes, and at different price-points, from digital download and postcard collectibles, to open edition prints and large-format
fine art framed limited editions. We are not aware of any other pubic company that has as many original-source photo assets as
Globe Photos.
To address opportunities created by the
many varieties of products and distribution channels, we plan to expand our in-house sales staff as we scale up our commercialization
efforts. Currently, approximately 90% of our licensed sports business is through major big-box and specialty retailers. We also
reach customers through diverse marketing channels, including our website, events and interactive campaigns. Our marketing activities
aim to build awareness for our brands and drive revenue by promoting both existing and newly-acquired images in our collection.
We are currently completing the development
of a new robust enterprise web platform that will support the automation of product personalization and expand our online reach.
We anticipate that a direct-to-consumer and print-on-demand approach will enable us to rapidly and efficiently scale our business
while avoiding the costly investment and charges typically associated with the procurement and management of inventory and traditional
manufacturing.
We plan to continue to implement marketing
programs, although on a larger scale, designed to target non-traditional retail outlets, as well as the interior design, fund-raising
and hospitality industries. We are also in discussions with several independent sales representatives to market the Company’s
products to these market segments on a commission basis.
We also expect to continue to sell our
pop culture photographic images and reproductions through auctions, third-party galleries, art consultants, interior decorators
and directly to consumers. We will reproduce large quantities of different photographs from our collection, which may be sold
through third party on-line retailers.
Our Globe Photos’ licensing division
currently services more than 2,500 global clients, including every major news organization in the world, production companies,
publishing houses and more. We have recently begun testing an online direct-to-consumer digital subscription model designed to
license individual images for use in personal documents, prints, screen savers, and other uses.
We expect to generate significant growth
over the next several years through interactive sales and marketing campaigns conducted in partnership with big-box and online
retailers, including Wal-Mart, Costco and Fanatics, as well as fine art websites like 1stdibs.com, particularly as we take advantage
of new sport photo licenses we acquired from Photo File. In fact, we anticipate the sport imagery aspect of our business will
be the fastest growing area for us for the foreseeable future.
We plan to continue to pursue opportunities
that can to diversify revenues, such as developing additional websites for retail clients to purchase our prints and also as a
portal for interior decorators, and a new store-with-a-store gallery concept in New York City, New York and Santa Monica, California.
We are also developing an immersive interactive
retail experience in partnership with a well-established industry player that is designed to require significantly small capital
expenditure by Globe Photos, as our part will require use of our existing licenses, and overseeing fulfillment by outsourcing
manufacturing, fulfillment and customer service. We expect this program to also provide the opportunity for customer acquisition
at minimal to no cost, after which we can then remarket to them other products and services via our other channels, such as online.
Licenses
Our major sports licenses include NFL Properties,
NFL Players Association, MLB Properties, MLB Players Association, NHL Properties, NHL Players Association, NBA Properties, and
NBA Players Association, which comprise over 1,000 individual licenses to produce officially licensed sports prints, canvas, memorabilia
and other related items.
In 2017, the Company entered into a licensing
arrangement with Authentic Brands Group to license our images of Muhammad Ali, Marilyn Monroe, and Elvis Presley, incorporating
their respective signatures and iconic sayings onto the images, as “Officially Licensed Products.”
Intangible Assets; Photographic Image
and Memorabilia Archive
We believe we have now assembled one of
largest collections of iconic pop culture imagery photography in the world. It is comprised of more than 15 million images taken
by more than 3,500 photographers from around the world over the last century. It features iconic personalities and seminal moments
from the worlds of entertainment, sports, history and politics. Our branded archives include Frank Worth collection, Movie Star
News, and Globe Photos Agency (from the original Globe Photos founded in 1939).
Archived and stored at our Company’s
secured warehouse, these collections include never before seen negatives, one-of-a kind prints and other memorabilia. They include
rare images of celebrity icons, such as Elvis Presley, James Dean, Marilyn Monroe, Humphry Bogart, Frank Sinatra, the Beatles
and more, as well as many contemporary personalities, performing artists and star athletes. The collection features iconic personalities
and unforgettable moments from the worlds of entertainment, sports, history and politics.
We have been taking advantage of a new
market dynamic, where aging celebrities, retiring photographers, and image rights holders (i.e., family estates) are finally offering
their exclusive photographic collections up for sale. We seized this opportunity to acquire these historic archives over the last
few years, including the acquisition of other companies that have been quietly collecting these rare archives.
The Company’s new Photo File division
currently holds licenses with the NFL, NBA, MLB, NHL, and major colleges including Alabama, Clemson, Ohio State and others, to
produce sports prints, lithographs and other related items. Photo File also holds licenses for thousands of additional individuals
and organizations, including Babe Ruth, Joe Namath, Vince Lombardi, and others.
The Company regards its archival images
and related proprietary rights as valuable intangible assets. The Company, with the assistance of Corporate Valuation Advisors,
Inc. (CVA), an independent appraiser, undertook an estimate of the value of the Company’s intangible assets.
The Company engaged CVA to value the identifiable
assets acquired in the acquisition of Photo File in accordance with ASC 805, and separately from Globe Photo’s existing
intangible assets, in order to assist with the accounting treatment for the combined entities.
The valuation of Photo File’s identifiable
assets included memorabilia of $3.6 million, copyrighted image library of $4.1 million, tradename of $0.340 million, and other
intangible assets including license agreements, customer relationships, and non-competes of $11.42 million. Altogether, CVA determined
a total estimated value of the intangible assets acquired in the acquisition of Photo File to be approximately $19.46 million.
Industry Overview
According to
IBISWorld Industry Report
OD5070 Online Art Sales in the U.S
., IBISWorld estimated that over the next five years industry revenue will grow at an annualized
rate of 3.5% to $597.2 million. The report points out how growth in macroeconomic conditions and the increased number of broadband
connections have been the primary drivers of industry expansion over the last five years. Rapidly changing technology and the
increasing acceptance of e-Commerce have shaped the online art sales industry over the last five years. IBISWorld projects the
online art sales industry will continue to grow at an annualized rate of 3.2% over the next five years reflecting a slower rate
of growth as the industry becomes more saturated and matures.
The art industry is subject to the same
general economic conditions affecting the marketplace for branded products. When the economy is good, discretionary consumer spending
increases. In economic downturns, consumers have less discretionary income and purchases of art products tends to decline.
Analysts at Technavio, a global technology
research and advisory firm, forecast the global still images market at $4.46 billion by 2021, growing at a compound annual growth
rate (“CAGR”) of close to 8% over the forecast period. The Americas is the leading regional segment of the market,
responsible for generating the high revenue and incremental growth over the forecast period. The top three emerging trends driving
the global still images market, according to Technavio’s consumer and retail research analysts are: 1) growth of microstock
images; 2) increased demand for authenticity; and 3) growing popularity of premium still images with brand managers and publishers
looking for images that are unique, culturally relevant, and provide fresh perspectives.
Technavio also expects the global market
for personalized gifts will reach $31.63 billion by 2021, growing at a CAGR of more than 9%. Technavio analysts highlight the
following three key factors that are contributing to the growth of the global personalized gifts market: 1) growing gifting culture
and increasing demand for seasonal decorations; 2) innovative gifting solutions and advancements in technology; and 3) expanding
online retail, kiosks, and online distribution channels. Technavio notes that gifting culture is evolving with an increasing number
of occasions when gifts are exchanged. Consumers are looking to customize their gifts through personalization, configuration,
or on-demand printing to add value and make their gifts unique. We have taken note of these trends, particularly personalization,
and are currently designing innovative new programs designed to take advantage of them.
The recent acquisition of a controlling
interest in Getty Images, Inc. by the Getty family from the Carlyle Group in a deal which reportedly values Getty Images at approximately
$3 billion suggests an active market exists for copyrighted photographic libraries.
The U.S. sports memorabilia market is estimated
at $5.4 billion annually, according to Collectible.com. This estimate considers the total gross merchandise volume from eBay, independent
auction houses, online retail venues and other sources. According to Zion Market Research, the global licensed sports merchandise
market was valued at approximately $31.3 billion in 2017 and is expected to reach approximately $48.7 billion by 2024, growing
at a CAGR of about 6.56% from 2018 to 2024. Zion reports that sports licensing is one of the fastest growing categories worldwide,
and it states that the rise in the number of sports leagues may help growth in licensed sports merchandise industry.
Furthermore, an article published in Fortune
magazine on August 24, 2018 estimates the size of the U.S. sports licensed apparel market at approximately $7.8 billion per year,
growing at a rate of 3% per year. Fanatics, Inc., an online retailer of licensed sportswear and merchandise, is believed to have
grown from approximately $250 million in revenues in 2010 to an expected $2.3 billion in 2018. Fortune views the sports merchandise
market as “ripe for e-commerce.” In the article, an analyst for IBISWorld claims that online sales of sports merchandise
has grown from 1% of sales to 20% of sales over the past decade alone.
Competition
Most of our competitors have substantially
greater financial, technical and human resources than we have. The market for iconic photographic images and related services
is highly competitive. We believe that the principal competitive factors include our licenses, name recognition, company reputation,
the quality, relevance and breadth of the content in a company’s collections, and the quality of contributing photographers
and other partners under contract with a company. Additionally, we also face competition in connection with factors relating to
the business and our infrastructure such as effective use of current and emerging technology, customer service and customer relationships,
pricing and licensing models, policies and practices and accessibility of content and speed and ease of search and fulfillment.
Some of our current and potential significant
competitors include other general visual content providers such as Getty and Shutterstock, and photo personalization providers
like ShutterFly. We believe that we can be highly competitive with these companies because we own many of our photographic original
prints and negatives, and therefore do not have to split sales proceeds with photographers who own intellectual property right
which is a typical industry standard. Our competitors in this area could also potentially become license clients or partners,
as they look to access the many unique images in our library.
We also face significant competition from
specialized visual content companies that are well established in their local, content or product-specific market segments such
as Reuters Group, the Associated Press, and ZUMA Press, Inc. There are also thousands of small photography agencies, image content
aggregators and individual photographers throughout the world with whom we compete. Our Globe Photos’ licensing division
is small in relation to these larger firms, but our photo assets have unique historical value with a name representing one of
the nation’s first pop culture-licensing agencies founded in 1939. As a result, our licensing division services over 2,500
global clients, including every major news organization in the world, production companies, publishing houses and more.
Our competition also includes retail photography
galleries and websites selling photography such as Art.com, Artspace.com and Rockpaperphoto.com. However, in some instances we
have or can partner with these online sellers to also sell our products.
Intellectual Property
Much of our collection of iconic photographic
images was acquired and are owned by us. A small percentage of the images in our collection are obtained through reproduction
or licensing agreements, wherein we pay a royalty based on the percentage of revenues we receive from the use of the licensed
images. As such, currently such agreements are limited and not material.
To this end, we have been and continue
to search for photographic archives. We believe that these archives can be monetized multiple ways, through our collectibles,
licensing and retail divisions, depending upon the structure and content of each archive. These archives may be acquired outright,
or we may enter into representation or consignment agreements with the owners of the archives. These opportunities are typically
(1) aging photographers who are looking to monetize their archive while still alive via a single large transaction, or (2) media
companies that have aggregated assets (or rights to assets) and are seeking to dispose of the archive or a partner who can help
them grow cash flows related to the archive. These opportunities exist both in the United States and abroad and we continue to
search for value on a global basis.
Our management believes that the market
is significantly undervaluing physical photographic assets for both individual photographers seeking to monetize their collections
and media companies seeking to dispose of their archives because of the investment required to digitize and then monetize them.
We have created an infrastructure and workflow process in order to digitize these assets at a low cost, which we believe gives
us a competitive advantage for purchasing from all sources.
We utilize the following criteria when
evaluating archives:
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The age of the archives;
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How/if the archive is organized;
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The type of media in the archive;
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The subject matter of the archive;
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The rarity of the subject matter;
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The photographer(s) represented in the archive; and
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The nature and the strength of the intellectual property rights
associated with the archive.
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Based on these factors, single photographer
archives are desirable because copyrights are most commonly owned by the person who photographed an image. We can market and build
the reputation of the photographer to enhance the value of the archive. In addition, we believe we can better control the market
for the works of individual photographers. Reproduction and licensing agreements are often more desirable because they typically
require low or no upfront cash commitments. In these agreements, content providers are usually paid mostly through royalties on
sales. Owning copyright or having rights to copyrights significantly impact our gross margins. On the other hand, purchasing copyrights
outright while reducing cash, increases intangible assets and generates higher gross margins. Reproduction and licensing agreements
do not significantly impact our balance sheet but generate lower gross margins.
Our ability to acquire such depository
is dependent on our ability to raise additional capital in order to have funds to make such acquisitions.
Employees
As of April 12, 2019, we had approximately
48 employees. We also utilize consultants on an as-needed basis. None of our employees are members of any union. We believe our
relationship with those employees is excellent. With the acquisition of the assets of Photo File, we acquired 45 employees (which
number is included in the figure above). There will be an integration period over the coming months that will include employee
retraining, and we anticipate an adjustment in the number of employees to “right size” the company in preparation
for our next growth phase.
Government Regulations
We are subject to certain regulations as
it relates to the Internet, data privacy and security. See “Risk Factors” for more information.
ITEM 1A. RISK FACTORS.
Investing in our securities involves
a high degree of risk. Before making an investment in our securities, you should carefully consider the following risks and the
other information contained in this prospectus, including our consolidated financial statements and related notes and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” The risks described below are those that we believe
are the material risks we face. Any of the risks described below, and others that we did not anticipate, could significantly and
adversely affect our business, prospects, financial condition, results of operations, and liquidity. As a result, the trading
price of our securities could decline, and you may lose all or part of your investment.
Risks Related to Our Business
Because we have a limited operating
history, you may not be able to accurately evaluate our operations.
We have had limited operations to date
and have generated only a small amount of revenue. Therefore, we have a limited operating history upon which to evaluate the merits
of investing in our company. Because we are in the early stages of operating our business, we are subject to many of the same
risks inherent in the operation of a business with a limited operating history, including the potential inability to continue
as a going concern.
Although we have a large customer
base, currently the Company is dependent on only one of its divisions for a significant amount of its revenues.
For the year ended December 31, 2018, the
collectibles division accounted for over 82% of total revenues. For the twelve months ended December 31, 2017, the collectibles
division accounted for over 72% of total revenues. Management has instituted aggressive direct-to-consumer marketing and implemented
programs with third-party re-sellers, brick and mortars and online retailers. We have also begun to enhance and market our licensing
division, Globe Photos LLC. Additionally, we have invested considerable time and monies in the development of software to more
efficiently process images and push them through to our retail and licensing channels, which is expected to help scale each division
considerably. Despite these efforts, there is no certainty regarding how or if the market for our products will continue to develop,
or whether such market will decline. Our ability to attract and retain customers will depend in part on our ability to sign up
a significant number of galleries, third party websites, interior decorators and charities that will market to their clients,
and our ability to drive business to our website. Moreover, the market for our products is comprised primarily of collectors,
which market is limited and subject to changes in popular trends, demographics, disposable income, and overall interest in such
products. There can be no guarantee that the market for our products will grow or that demand for our products will continue.
If it does not, our business could be significantly and adversely impacted.
If we are unable to compete in our
industry, our business could be significantly and adversely impacted.
The photographic art industry is and has
been intensely competitive, and we expect competition to intensify in the future. We expect competition to increase because of
changes in the media industry, changing advertising practices, technological advances leading to relatively inexpensive creation,
marketing and distribution of visual content, and a lack of substantial barriers to entry. Our competitors range in size from
significant media companies to individual visual content and digital media content producers. While we believe the breadth of
our businesses and product and service portfolio offers benefits to our customers that are a competitive advantage, our current
or potential competitors may develop products, licensing models, technology or services comparable or superior to those that we
develop or may adapt more quickly than we do to new or emerging technologies or evolving industry trends. Increased competition
or more effective competitors could result in lost market share, require us to reduce prices or otherwise reduce our revenue,
lower margins, increase capital expenditures, or otherwise negatively impact our operating results. There can be no assurance
that we will be able to compete successfully against current and future competitors.
Unless we increase market awareness of our brand and
our existing and new products and services, our revenue may not continue to grow.
We believe that the development of our
brand identity will have a significant impact on the success of our products and services and that our ability to attract and
retain new customers and contributors depends in large part on our ability to increase our brand awareness. We plan to expend
significant resources on advertising, marketing, and other brand-building efforts to preserve and enhance customer and contributor
awareness of our brands, products and services. Our competitors may be able to achieve and maintain brand awareness and market
share more quickly and effectively than we can.
Our brands may be impaired by a number
of factors, including the effectiveness of our marketing campaigns, disruptions in service due to technology, data privacy and
security issues, and exploitation of our trademarks and other intellectual property by others without our permission. Maintaining
and enhancing our brands will depend largely on our ability to develop a leading e-commerce platform for high-quality digital
content and to continue to provide a user experience that anticipates our customers’ needs. Additionally, our marketing
campaigns or other efforts to increase our brand awareness may not succeed in bringing new visitors to our platform or converting
such visitors to paying customers and may not be cost-effective. It is possible that, as our industry becomes increasingly competitive,
maintaining and enhancing our brands may become increasingly difficult and expensive and our efforts may not be successful.
Our success is dependent in part
on obtaining, maintaining and enforcing our intellectual property rights and our ability to avoid infringing on the intellectual
property rights of others.
Our intellectual property rights are very
important to our business. We rely on a combination of copyright, trade secret, trademark, and other rights in the United States
and other jurisdictions, as well as on contractual restrictive covenants such as confidentiality, to protect our intellectual
property. As most of our assets relate to photographs, we deal primarily in copyrights, which do not necessarily have to be registered
rights until enforced.
Despite our efforts to protect our proprietary
rights, third parties may, in an unauthorized manner, attempt to use, copy or otherwise obtain and market or distribute our intellectual
property rights. Misappropriation, piracy, or infringement of our intellectual property and proprietary rights could impair our
competitive position. Policing unauthorized use of our proprietary rights is difficult and nearly impossible on a worldwide basis.
We cannot ensure that the steps we have taken or will take in the future will prevent misappropriation of our products and intellectual
rights or that the agreements entered into for that purpose will be enforceable. Effective trademark, service mark, patent, copyright
and trade secret protection may not be available where our products and services are made available on-line. In addition, litigation
may be necessary to enforce or protect our intellectual property rights or to defend against claims of infringement or invalidity.
Litigation, even if successful, could result in substantial costs and diversion of resources and management attention and could
materially and adversely affect our business, results of operations and financial condition and may not always be successful.
Moreover, in the event a competitor or
other party successfully challenges our intellectual property or claims that we have infringed upon their intellectual property,
we could incur substantial litigation costs defending against such claims, be required to pay royalties, license fees or other
damages or be barred from using the intellectual property at issue, any of which could have a material adverse effect on our business,
operating results and financial condition.
If we are unable to manage our
growth and expand our operations successfully, our business and operating results will be harmed and our reputation may be damaged.
We have expanded our operations significantly
since inception and anticipate that further significant expansion will be required to achieve our business objectives. The growth
and expansion of our business and product offerings places a continuous and significant strain on our management, operational
and financial resources. Any such future growth would also add complexity to and require effective coordination throughout our
organization. To manage any future growth effectively, we must continue to improve and expand our information technology and financial
infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital and processes
in an efficient manner. We may not be able to successfully implement improvements to these systems and processes in a timely or
efficient manner, which could result in additional operating inefficiencies and could cause our costs to increase more than planned.
If we do increase our operating expenses in anticipation of the growth of our business and this growth does not meet our expectations,
our operating results may be negatively impacted. If we are unable to manage future expansion, our ability to provide high quality
products and services could be harmed, which could damage our reputation and brand and may have a material adverse effect on our
business, operating results and financial condition.
Our growth strategy requires us
to expand our website which can expose us to data security breaches.
The risk of a data security breach caused
by computer hackers and cyber criminals has increased as the frequency, intensity and sophistication of attempted attacks and
intrusions from around the world have increased. Such risk also increases as we expand our presence on the web and increase on-line
sales. Our systems have not been, but may in the future be, the target of various forms of cyber-attacks. Our cybersecurity measures
and the cybersecurity measures taken by our third-party hosting facilities may be unable to anticipate, detect or prevent all
attempts to compromise our systems. Any security breach, whether successful or not, could harm our reputation, subject us to lawsuits
and other potential liabilities and ultimately could result in the loss of customers and loss of revenue.
Technological interruptions that impair access to our
website could damage our reputation and brand and adversely affect our results of operations.
The satisfactory performance, reliability
and availability of our websites and our network infrastructure are critical to our reputation, our ability to attract and retain
customers and contributors to our platform and our ability to maintain adequate customer service levels. Any system interruptions
that result in the unavailability of our websites could result in negative publicity, damage our reputation and brand or adversely
affect our results of operations. Even a disruption as brief as a few minutes could have a negative impact on our operations and
could result in a loss of revenue. Because some of the causes of system interruptions may be outside of our control, we may not
be able to remedy such interruptions in a timely manner, or at all.
If we do not successfully make, integrate and maintain
acquisitions and investments, our business could be adversely impacted.
We have acquired, invested in and entered
into strategic relationships with companies, and we may acquire, invest in or enter into strategic relationships with additional
companies to complement our existing business and the breadth of our offerings. These transactions are inherently risky and expose
us to risks which include:
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disruption of our ongoing business, including diverting management’s attention from
existing businesses and operations;
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difficulties integrating acquired technology and assets, including content collections,
into our systems and offerings;
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risks associated with any acquired liabilities;
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difficulties integrating personnel;
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information security vulnerabilities;
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difficulties integrating accounting, financial reporting, management, infrastructure and
information security, human resources and other administrative systems;
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the potential impairment of tangible and intangible assets and goodwill;
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the potential damage to employee, customer, contributor and other supplier relationships;
and
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other unknown liabilities.
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Future acquisitions or investments could
also result in potential dilutive issuances of equity securities, use of significant cash balances or the incurrence of debt,
any of which could adversely affect our stock price, financial condition and results of operations.
We cannot make assurances that our investments
will be successful. If we fail to effectively integrate the companies we acquire, invest in or enter into strategic relationships
with, we may not realize the benefits expected from the transaction and our business may be harmed.
If we fail to attract and retain
qualified senior executive and key technical personnel, our business will not be able to expand.
We are dependent on the continued availability
of the services of our employees, many of whom are individually key to our future success, and the availability of new employees
to implement our business plans. We rely heavily on the experience of our officers and directors in overseeing and implementing
our business plan. As we move forward we will need to engage professionals with various specific experience. We will need individuals
experienced in design, photo editing and creativity. We will also need to identify sales and marketing professionals with specific
experience in selling into certain channels of distribution.
The market for skilled employees is highly
competitive, especially for employees in technical fields. There can be no assurance that we will be able to retain the services
of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue
to attract new employees as required.
Our personnel may voluntarily terminate
their relationship with us at any time, and competition for qualified personnel, is intense. The process of locating additional
personnel with the combination of skills and attributes required to carry out our strategy could be lengthy, costly and disruptive.
If we lose the services of key personnel,
or fail to replace the services of key personnel who depart, we could experience a severe negative effect on our financial results
and stock price. In addition, there is intense competition for highly qualified industry specific and business savvy personnel
in the locations where we principally operate. The failure to acquire the services of any key design, marketing or other personnel
or our failure to attract, integrate, motivate and retain additional key employees could have a material adverse effect on our
business, operating and financial results and stock price.
Our business, operating results
and growth rates may be adversely affected by current or future unfavorable economic and market conditions.
Our business depends on the economic health
and general willingness of our current and prospective end-customers to make those capital commitments necessary to purchase our
products. If the conditions in the U.S. and global economies remain uncertain or continue to be volatile, or if they deteriorate,
our business, operating results and financial condition may be materially adversely affected. Economic weakness, end-customer
financial difficulties, limited availability of credit and constrained capital spending have at times in the past resulted, and
may in the future result, in challenging and delayed sales cycles, slower adoption of new technologies and increased price competition,
and could negatively affect our ability to forecast future periods, which could result in an inability to satisfy demand for our
products and a loss of market share.
Because we have material weaknesses
in our internal control procedures, our stock price could decline significantly.
Section 404 of the Sarbanes-Oxley Act requires
annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent
auditors addressing these assessments. We have documented material weaknesses in our internal controls. Because of these material
weaknesses, our management believes that, as of December 31, 2018, our internal controls over financial reporting were not effective
and investors could lose confidence in our Company and result in a decline in our stock price and consequently affect our financial
condition. In addition, if we fail to achieve and maintain the adequacy of our internal controls, we may not be able to ensure
that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition,
are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot
provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose
confidence in our reported financial information, and the trading price of our common stock could drop significantly. In addition,
we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered
in the future. Furthermore, if our efforts to comply with the Sarbanes-Oxley Act fail, we or our officers may be subject to civil
or criminal penalties that could have a material adverse effect on our business, operating results and financial condition.
Any future litigation could have
a material adverse impact on our results of operations, financial condition and liquidity.
From time to time we may be subject to
litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess
and quantify, and their existence and magnitude can remain unknown for significant periods of time. We have acquired (“D&O”)
liability insurance to cover such risk exposure for our directors and officers. In addition, the Company is increasing its general
liability insurance and acquiring errors and omissions coverage (“E&O”). The Company also carries Fine Art Commercial,
employee health and workman’s compensation policies. Despite the measures taken, such policies may not cover future litigation
or the damages claimed may exceed our coverage. The amounts we would have to pay to indemnify our officers and directors should
they be subject to legal action or any other action that we are exposed to could have a material adverse effect on our financial
condition, results of operations and liquidity.
Government regulation of the Internet
and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm
our business and results of operations.
We are subject to general business regulations
and laws as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations
may impede the growth of the Internet or other online services. These regulations and laws may cover taxation, user privacy, data
protection, rights of publicity and rights of privacy, pricing, content, copyrights, distribution, electronic contracts and other
communications, consumer protection, the provision of online payment services, broadband residential Internet access and the characteristics
and quality of products and services. It is not clear how existing laws governing issues such as property use and ownership, sales
and other taxes, fraud, libel and personal privacy and the rights of publicity apply to the Internet and e-commerce as the vast
majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised
by the Internet or e-commerce. Those laws that do reference the Internet continue to be interpreted by the courts and their applicability
and reach are therefore uncertain.
The costs of compliance with these and
other regulations may increase in the future as a result of changes in the regulations or the interpretation of them. Further,
any failures on our part to comply with these regulations may subject us to significant liabilities. Those current and future
laws and regulations or unfavorable resolution of these issues may substantially harm our business and results of operations.
Risks Related to Our Securities
There is no active market for our securities, and we
do not know if one will develop to provide you with adequate liquidity.
Our common stock is currently quoted on
the OTCQB under the symbol “GBPT.” In connection with our proposed underwritten offering on Form S-1, we have applied
to list certain of our securities, including our common stock, on the Nasdaq Capital Market. There is no guarantee our application
is accepted or that an active trading market for our securities may develop or be sustained . If an active market for our securities
does not develop, it may be difficult for you to sell your securities without depressing the market price for those securities
or at all. Even if we do obtain such a listing, there can be no assurance that we will be able to maintain such listing in the
future. As a result, investors may find it difficult to buy or sell or obtain accurate quotations for our securities, and the
liquidity of our securities may be limited. These factors may have an adverse impact on the trading and price of our securities.
Penny stock regulations may impose certain restrictions
on marketability of our securities.
The SEC has adopted
regulations which generally define a “penny stock” to be any equity security that has a market price of less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. A security listed on a national
securities exchange is exempt from the definition of a penny stock. Our Common Stock is not currently listed on a national security
exchange. Our Common Stock is therefore subject to rules that impose additional sales practice requirements on broker-dealers
who sell such securities to persons other than established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by
such rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received
the purchaser’s written consent to the transaction prior to the purchase.
Additionally, for
any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commission payable to
both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the
sole market maker, the broker dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally,
monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on
the limited market in penny stocks. Broker-dealers must wait two business days after providing buyers with disclosure materials
regarding a security before effecting a transaction in such security. Consequently, the “penny stock” rules restrict
the ability of broker-dealers to sell our securities and affect the ability of investors to sell our securities in the secondary
market and the price at which such purchasers can sell any such securities, thereby affecting the liquidity of the market for
our Common Stock.
In addition, the stock market can at times,
and for extended periods of time, experience extreme price and volume fluctuations. This volatility has a significant impact on
the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to
occur without regard to the operating performance of these companies. The price of our securities could fluctuate based upon factors
that have little or nothing to do with our company, and these fluctuations could materially reduce our stock price.
As an emerging growth company within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”), we will utilize certain modified disclosure requirements,
and we cannot be certain whether these reduced requirements will make our securities less attractive to investors
.
We are an emerging growth company within
the meaning of the rules under the Securities Act. We have in this prospectus utilized, and we plan in future filings with the
SEC to continue to utilize, the modified disclosure requirements available to emerging growth companies, including reduced disclosure
about our executive compensation and omission of compensation discussion and analysis, and an exemption from the requirement of
holding a nonbinding advisory vote on executive compensation. In addition, we will not be subject to certain requirements of Section 404
of the Sarbanes-Oxley Act, including the additional testing of our internal control over financial reporting as may occur when
outside auditors attest as to our internal control over financial reporting. As a result, our stockholders may not have access
to certain information they may deem important.
We could remain an “emerging growth
company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual
gross revenue exceed $1 billion, (ii) the date that we become a ‘‘large accelerated filer’’ as defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the
market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently
completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during
the preceding three-year period.
We are a “smaller reporting
company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will
make our common stock less attractive to investors.
We are currently a “smaller reporting
company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent
company that is not a smaller reporting company and have a non-affiliated public float of less than $250.0 million or annual revenues
of less than $100.0 million and a non-affiliated public float of less than $700.0 million as of the end of the second quarter
of our most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,”
at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure
in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies”
are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section
404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on
the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their
SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual
reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder
for investors to analyze our results of operations and financial prospects.
Provisions in our charter documents and the Delaware
General Corporation Law could make it more difficult for a third party to acquire us and could discourage a takeover and adversely
affect existing stockholders.
Anti-takeover provisions in our certificate
of incorporation and bylaws, and in the Delaware General Corporation Law, could diminish the opportunity for stockholders to participate
in acquisition proposals at a price above the then-current market price of our common stock. For example, while we have no present
plans to issue any preferred stock, our board of directors, without further stockholder approval, will be able to issue shares
of undesignated preferred stock and fix the designation, powers, preferences, and rights and any qualifications, limitations,
and restrictions of such class or series, which could adversely affect the voting power of your Shares. In addition, our bylaws
will provide for an advance notice procedure for nomination of candidates to our board of directors that could have the effect
of delaying, deterring, or preventing a change in control. Further, as a Delaware corporation, we are subject to provisions of
the Delaware General Corporation Law regarding “business combinations,” which can deter attempted takeovers in certain
situations. We may, in the future, consider adopting additional anti-takeover measures. The authority of our board of directors
to issue undesignated preferred or other capital stock and the anti-takeover provisions of the Delaware General Corporation Law,
as well as other current and any future anti-takeover measures adopted by us, may, in certain circumstances, delay, deter, or
prevent takeover attempts and other changes in control of our company not approved by our board of directors. See “Description
of Capital Stock” for further information.
We currently do not intend to pay dividends on our shares
of common stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our shares
appreciates.
We do not expect to pay dividends on our
shares of common stock in the foreseeable future and intend to use cash to grow our business. The payment of cash dividends in
the future, if any, will be at the discretion of our board of directors and will depend upon such factors as the extent to which
our financing arrangements permit the payment of dividends, earnings levels, capital requirements, our overall financial condition,
and any other factors deemed relevant by our board of directors. Consequently, your only opportunity to achieve a return on your
investment in us will be if the market price of our securities appreciates.
Our inability to raise additional
capital on acceptable terms in the future may limit our ability to develop and commercialize new solutions and technologies and
expand our operations.
If our available cash balances and
anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, including because of lower
demand for our products as a result of other risks described in this “Risk Factors” section, we may seek to raise
additional capital through equity offerings, debt financings, collaborations or licensing arrangements. We may also consider
raising additional capital in the future to expand our business, pursue strategic investments, take advantage of
financing opportunities, or other reasons.
Additional funding may not be available
to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilution to our stockholders could result.
Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock.
The terms of debt securities issued or borrowings could impose significant restrictions on our operations. The incurrence of indebtedness
or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in restrictive
covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability
to acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to
conduct our business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may
cause the market price of our common stock to decline. If we do not have, or are not able to obtain, sufficient funds, we may
have to delay development or commercialization of our products or license to third parties the rights to commercialize products
or technologies that we would otherwise seek to commercialize. If we raise additional funds through collaboration and licensing
arrangements with third parties, it may be necessary to relinquish some rights to our products, or to grant licenses on terms
that are not favorable to us. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or
delay, reduce the scope of or eliminate some or all of our development programs. We also may have to reduce marketing, customer
support or other resources devoted to our products or cease operations. Any of these actions could harm our business, operating
results and financial condition.
We will incur significant increased
costs as a result of operating as a public company, and our management will be required to devote substantial time to comply with
the laws and regulations affecting public companies, particularly after we are no longer an emerging growth company.
As a public company, particularly after
we complete an “uplisting” to the Nasdaq Capital Market, we will incur significant legal, accounting and other expenses,
including costs associated with public company reporting and corporate governance requirements, to comply with the rules and regulations
imposed by the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules implemented by the SEC and Nasdaq, most of which are
continually changing and evolving. Our management and other personnel will need to devote a substantial amount of time to these
compliance initiatives and our legal and accounting compliance costs will increase. We also expect these new rules and regulations
may make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to
accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result,
it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive
officers. We are evaluating and monitoring developments regarding these rules, and we cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs.
For example, the Sarbanes-Oxley Act requires,
among other things, that we maintain effective internal controls over financial reporting and disclosure controls and procedures.
In particular, as a public company, we are required to perform system and process evaluations and testing of our internal control
over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting,
as required by Section 404 of the Sarbanes-Oxley Act. As described above, as an emerging growth company, we will not need to comply
with the auditor attestation provisions of Section 404 for several years. Our testing, or the subsequent testing by our independent
registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to
be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and management
time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner,
or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting
that are deemed to be material weaknesses, we could lose investor confidence in the accuracy and completeness of our financial
reports, which could cause our stock price to decline.
When the available exemptions under the
JOBS Act, as described above, cease to apply, we expect to incur additional expenses and devote increased management effort toward
ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming
a public company or the timing of such costs.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation
S-K.
ITEM 2. PROPERTIES.
Our principal executive office
and headquarters is located at 6445 South Tenaya Way, B-130, Las Vegas, Nevada 89113 where we lease 4,606 square feet of commercial
space for a monthly rental payment of $3,270 per month effective October 10, 2014. The lease expires on October 10, 2019. We also
lease storage space locally to house art and photography stock. Our printing, framing, packing and shipping facilities are provided
by third-parties. We also rent storage space on a month-to month basis in Brooklyn, NY, at a cost of $325 per month. This storage
space has been historically used by our existing Globe Photos business operations.
As part of our acquisition of
substantially all of the assets of Photo File, while we did not assume the lease, we did assumed its existing lease payments as
follows: we will pay 50% of the lease payments through December 31, 2018, or until such earlier date as the lease may be terminated.
Photo File's 43,000 square foot leased facility, located in Mount Kisco, NY, includes a state-of-the-art digital photographic
printing lab and a complete framing operation. On January 30, 2007, Photo File signed a twelve year and nine-month lease, expiring
on March 1, 2020, for approximately 43,000 square feet of office and warehouse space with rent starting at $41,988 per month with
annual increases of 2% per year.
ITEM 3. LEGAL PROCEEDINGS.
We are not party to and none
of our property is the subject of any outstanding litigation, nor have we received notice of any pending action to be filed against
us or any of our property. From time to time, we may be a party to legal proceedings and subject to claims incident in the ordinary
course of business. Although the results of litigation and claims cannot be predicted with certainty, we believe that the final
outcome of such matters would not have a material adverse effect on our financial condition or business. Regardless of the outcome,
litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other
factors.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is quoted under the symbol
“GBPT” on the OTCQB operated by OTC Markets Group, Inc. The following tables set forth the range of high and low bid
information for our common stock for the each of the periods indicated as reported by the OTCQB. These market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Fiscal Year Ended December 31, 2019
|
|
Quarter Ended
|
|
|
High $
|
|
|
Low $
|
|
|
June 30, 2019 (through April 12, 2019)
|
|
|
|
0.55
|
|
|
|
0.24
|
|
|
March 31, 2019
|
|
|
|
0.51
|
|
|
|
0.175
|
|
Fiscal Year Ended
December 31, 2018
|
Quarter Ended
|
|
High $
|
|
Low $
|
|
December 31, 2018
|
|
|
|
0.51
|
|
|
|
0.11
|
|
|
December 31, 2018
|
|
|
|
0.45
|
|
|
|
0.16
|
|
|
June 30, 2018
|
|
|
|
0.30
|
|
|
|
0.10
|
|
|
March 31, 2018
|
|
|
|
0.40
|
|
|
|
0.17
|
|
Fiscal Year Ended
December 31, 2017
|
Quarter Ended
|
|
High $
|
|
Low $
|
|
December 31, 2017
|
|
|
|
0.35
|
|
|
|
0.15
|
|
|
September 30, 2017
|
|
|
|
0.50
|
|
|
|
0.15
|
|
|
June 30, 2017
|
|
|
|
0.50
|
|
|
|
0.25
|
|
|
March 31, 2017
|
|
|
|
0.78
|
|
|
|
0.25
|
|
Holders
As of April 12, 2019, there were 326,428,584
shares of common stock outstanding and held of record by 217 stockholders. This number does not include beneficial owners whose
shares are held by nominees in street name.
Dividends
We have not paid, nor declared, any cash
dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our ability to
pay cash dividends is subject to limitations imposed by state law.
Recent Sales of Unregistered Securities
Set forth below is information regarding
unregistered shares of capital stock issued by us within the last three years. Also included is the consideration received by us
for such shares and information relating to the section of the Securities Act, or SEC rule, under which exemption from registration
was claimed.
In April 2017, the board approved the issuance,
but did not issue, 2,083,333 shares of common stock at fair value of $0.05 per share for 2015 services valued at $104,167 rendered
by a consultant. On June 1, 2018, the board granted 2,083,333 10-year stock options with an exercise price of $0.01 valued at $312,489
in lieu of the common stock for settlement of the liability.
On March 30, 2018, the Company entered into
agreements to grant 15,283,333 10-year stock options with exercise prices ranging from $0.01 - $0.05 for services and settlement
of accrued liabilities. However, on May 15, 2018, the Company’s board secured waivers and cancelled the option grant agreements
until such time that the Company’s board of directors approve the Company’s stock incentive plan.
On June 1, 2018, we granted 100,000 10-year
stock options with exercise prices of $0.01 valued at $15,000 for services.
From July 2018 to December 31, 2018, we
executed Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $3,282,050 to several accredited
investors. The notes mature on April 30, 2019, bear interest at the rate of 10% per annum, and are convertible along with accrued
interest at $0.10 per share at the option of the note holders. The proceeds of the Notes are to be used in connection with our
payment obligations under the asset purchase agreement we signed with Photo File and for our general working capital purposes.
Subsequent to December
31, 2018, the Company issued additional convertible notes to accredited investors totaling to $521,030. The notes mature on April
30, 2019, bear interest at the rate of 10% per annum, and are convertible along with accrued interest at $0.10 per share at the
option of the note holders.
During the year ended December 31, 2018
the Company in connection with a consulting agreement issued 1,000,000 shares of common stock for $25,000.
On October 24, 2018, we entered into a consulting
agreement with SLT Holding, LLC, an entity owned and controlled by Shamar Tobias, our Chief Financial Officer. The agreement may
be terminated by either party with or without cause on 30 days’ notice. We agreed to compensate SLT Holding, LLC $6,000 monthly
and we granted Mr. Tobias an option to purchase 2,000,000 shares of our common stock at an exercise price of $0.10 per share. 500,000
option shares are vested on the date of grant and 500,000 option shares vest every six months of service thereafter up to the maximum
of 2,000,000 option shares. These options expire 5 years from vesting.
On November 12, 2018, the Company issued
210,000 shares of common stock valued at $23,100 for the settlement of consulting fees.
On November 15, 2018, we entered into a
consulting agreement with TD Ventures, LLC, an entity owned and controlled by Tucker DiEdwardo, our Chief Operating Officer. The
agreement may be terminated by either party with or without cause on 90 days’ notice. We agreed to compensate TD Ventures,
LLC $7,000 monthly and we granted Mr. DiEdwardo a ten year option to purchase 5,250,000 shares of our common stock at an exercise
price of $0.05 per share. The option is 100% vested on issuance.
On November 15, 2018, we entered into a
consulting agreement with Scott Black, our Chief Legal Officer. The agreement may be terminated by either party with or without
cause on 30 days’ notice. We granted Mr. Black a ten year option to purchase 7,500,000 shares of our common stock at an exercise
price of $0.05 per share. The option is 100% vested on issuance.
On December 17, 2018, we granted 6,500,000
2-year stock options to various individuals with exercise prices of $0.10 valued at for services.
During the year ended December 31, 2018,
we granted, 3,000,000 5-year cashless warrants to our investor relations firm with an exercise price of $0.20 for services.
We did not, nor do we plan to, pay or give,
directly or indirectly, any commission or other remuneration, including underwriting discounts or commissions, in connection with
any of the issuances of securities listed above. The Registrant believes the offers, sales and issuances of the above securities
were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act (or Regulation D
promulgated thereunder) because the issuance of securities to the recipients did not involve a public offering, or in reliance
on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided
under such rule. In addition, each of the certificates issued or to be issued representing the securities in the transactions listed
above bears or will bear a restrictive legend permitting the transfer thereof only in compliance with applicable securities laws.
The recipients of securities in each of the transactions listed above represented to us or will be required to represent to us
their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution
thereof. All recipients had or have adequate access, through their employment or other relationship with our company or through
other access to information provided by our company, to information about our company.
Securities Authorized for Issuance under Equity Compensation
Plan
See Part III, Item 12, “Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized
for issuance under equity compensation plans.
Issuer Repurchases of Equity Securities
Share repurchase activity during the year
ended December 31, 2018 was as follows:
Periods
|
|
Total Number
of Shares Purchased
|
|
|
Average
Price
Paid Per Share
|
|
|
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
|
|
|
Approximate Dollar Value of
Shares That May Yet Be Purchased
Under the Plans or Programs
|
|
January 1, 2018 to April 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open market and privately negotiated purchases
|
|
|
94,118
|
|
|
$
|
0.34
|
|
|
|
352,941
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
94,118
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable to a “smaller reporting
company” as defined in Item 10(f)(1) of SEC Regulation S-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS.
The following discussion and analysis
of our financial condition and results of operations should be read in conjunction with our consolidated financial statements
and related notes that appear elsewhere in this prospectus. In addition to historical financial information, the following discussion
contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially
from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those
discussed below and elsewhere in this prospectus, particularly in “Risk Factors” and “Forward-Looking Statements.”
Results of Operations for the Years
Ended December 31, 2018 and 2017
Revenues
Our total revenue reported for the year
ended December 31, 2018 was $3,183,142, compared with $939,252 for the year ended December 31, 2017. The change is primarily a
result the increase in merchandise sales associated with of our acquisition of the Photo File, Inc. (“Photo File”)
in the 4
th
quarter 2018.
We have instituted direct-to-consumer marketing
and implemented programs with third-party re-sellers, brick and mortars and online retailers. We have also continued to enhance
and market our licensing division, Globe Photos LLC. Additionally, we have invested considerable time and expense in the development
of software designed to more efficiently process digitized images, and push them through to our retail and licensing channels,
to help scale each division significantly.
Cost of Revenues
Our total cost of
revenues for the year ended December 31, 2018 was $2,605,694, compared with $780,409 for the year ended December 31, 2017. The
change is primarily a result additional royalty and production expenses associated with our acquisition of the assets of Photo
File.
Operating Expenses
Operating expenses increased to $5,487,850
for the year ended December 31, 2018 from to $940,514 for the year ended December 31, 2017. The detail by major category is reflected
in the table below.
|
|
Year Ended December 31
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Product development, sales and marketing
|
|
$
|
453,364
|
|
|
$
|
317,568
|
|
General and administrative
|
|
|
4,998,506
|
|
|
|
611,403
|
|
Depreciation and amortization expense
|
|
|
35,980
|
|
|
|
61,543
|
|
Gain on sale of property and equipment
|
|
|
–
|
|
|
|
(50,000
|
)
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
$
|
5,487,850
|
|
|
$
|
940,514
|
|
The main reason for the overall
increase in operating expenses for the year ended December 31, 2018 was an increase in general and administrative expenses
associated with the purchase of the Photo file assets.
Product development, sales and marketing
expenses increased by $135,796 for the year ended December 31, 2018. Product development, sales and marketing expenses primarily
consists of website development costs, sales- and marketing-related salaries, as well as other expenses associated with marketing.
We continue to utilize our working capital resources in sales and marketing in order to increase the distribution and demand for
our products and to add content to our product lines along with adding additional channels of distribution.
General and administrative costs increased
by $4,387,103 for the year ended December 31, 2018 primarily due to the additional insurance and salary expenses associated with
the acquisition of Photo File.
Total depreciation expense decreased by
$25,563 for the year ended December 31, 2018. The decrease is the result of assets being fully depreciated during the previous
year ended December 31, 2017.
Gain on sale of property and equipment decreased
by $50,000 for the year ended December 31, 2018 primarily due to the sales of archival assets during 2017. There were no similar
transaction during the year ended December 31, 2018.
Net Loss
We finished the year
ended December 31, 2018 with a loss of $493,975, as compared to a loss of $847,860 during the year ended December 31, 2017,
the decrease in net loss is primarily the result of a bargain purchase gain on the acquisition of Photo File.
Liquidity and Capital Resources
As of December 31, 2018, we had total current
assets of $885,035 and current liabilities of $12,684,119, resulting in a working capital deficit of $11,799,085. This compares
with the working capital deficit of $2,279,685 at December 31, 2017. This decrease in working capital deficit, as discussed in
more detail below, is primarily the result of our convertible note offerings and current liabilities assumed in the acquisition
of Photo File.
Our operating activities used $1,034,790
during the year ended December 31, 2018 as compared with $374,271 used in operating activities during the year ended December
31, 2017. Our negative operating cash flow in 2018 was largely the result of additional operating cost associated with the acquisition
of Photo File.
Investing activities used $1,552,425 during
the year ended December 31, 2018 compared with $19,149 during the year ended December 31, 2017. Cash used in investing activities
increased as a result of the purchase price paid in connection with our acquisition of assets from Photo File.
Financing activities provided $2,890,185
during the year ended December 31, 2018 compared with $302,385 provided during the year ended December 31, 2017. Our positive financing
cash flow in 2018 was largely the result of our recent offering and sale of convertible notes.
There is no guarantee we will generate
sufficient revenues to continue operations. Our management estimates we will need approximately $1,000,000 in annual revenues
to continue operations at our current operating level, without consideration given to investment in new sales and marketing channels.
For the immediate future we plan to achieve this revenue target by ramping up fees earned from licensing imagery to media companies
growing a network of global sales agents. There is no guarantee that we will generate sufficient revenues to continue operations.
We expect to continue incurring significant operating losses for the near future. If we are not successful in achieving revenues
required to continue operations at our current operating levels within three to four months, or obtaining additional financing,
our operations will be significantly negatively impacted, and we will need to significantly scale back our operations or liquidate
all or a portion of our collections.
We believe that our principal difficulty
in our ability to successfully generate profits has been the lack of available capital to operate and expand our business. We
believe we need a minimum of approximately $6,000,000 in additional working capital to be utilized for key archive acquisitions,
inventory management software, technology development, additional staffing and working capital. As of the date of this report,
we have no commitment from any investor or investment-banking firm to provide us with the necessary funding and there can be no
assurances we will obtain such funding in the future. Failure to obtain this additional financing will have a material negative
impact on our ability to generate profits in the future.
Inflation
Although our operations are influenced
by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the
year ended December 31, 2018.
Critical Accounting Polices
In December 2001, the SEC requested that
all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial
condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the
need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed
in Note 2 of our audited consolidated financial statements included in the Form 10-K filed with the SEC.
Off Balance Sheet Arrangements
As of December 31, 2018, there were no
off-balance sheet arrangements.
Recent Accounting Pronouncements
The recent accounting pronouncements that
are material to our financial statements are disclosed in Note 2 of our consolidated audited financial statements included in
the Form 10-K filed with the SEC and in Note 2 of our unaudited consolidated financial statements included herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
Not applicable to a “smaller reporting
company” as defined in Item 10(f)(1) of SEC Regulation S-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The full text of the Company's audited
consolidated financial statements for the fiscal years ended December 31, 2018 and 2017, begins on page F-1 of this Annual Report
on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
We have had no disagreements with our independent
auditors on accounting or financial disclosures.
On August 4, 2017, Eide Bailly LLP (the
“Former Accountant”) resigned as our independent registered public accounting firm and we engaged Malone Bailey LLP
(the “New Accountant”) as our independent registered public accounting firm. The engagement of the New Accountant
was approved by our Board of Directors.
We filed a Form 8-K on August 7, 2017 with
the SEC regarding the change in independent registered public accounting firm.
ITEM 9A.
CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rule
13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this annual report, being December 31, 2018. This evaluation was carried
out under the supervision of, and with the participation of, our management, including our Chief Executive Officer and Chief Financial
Officer.
Disclosure controls
and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include
controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under
the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation,
we have concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this annual
report due to the material weaknesses indicated below. We intend to implement additional procedures to improve disclosure controls.
Management's Annual Report on Internal Control Over Financial
Reporting.
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2018
based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2018, our internal control
over financial reporting was not effective. Our management identified the following material weaknesses in our internal control
over financial reporting, which are indicative of many small companies with limited personnel:
|
§
|
lack of qualified and sufficient personnel, and processes to
adequately and timely identify making any and all required public disclosures;
|
|
§
|
deficiencies in the period-end reporting process and accounting
policies;
|
|
§
|
inadequate internal controls over the application of new accounting
principles or the application of existing accounting principles to new transactions;
|
|
§
|
inadequate internal controls relating to the authorization,
recognition, capture, and review of transactions, facts, circumstances, and events that could have a material impact on the
Company’s financial reporting process;
|
|
§
|
inadequate controls over maintenance of records
|
Our Board of Directors
has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. The Company
has already begun to remediate many of the control deficiencies by hiring a Chief Financial Officer and forming and appointing
members of an audit committee. In addition, the Company acquired additional accounting support staff with the acquisition of Photo
File. Further, the Company plans to restructure the financial reporting process to mitigate the risk of a lack of separation of
duties, lack of timely accounting, and control over records.
The Company plans
to:
|
•
|
Conduct formal training related
to key accounting policies, internal controls, and SEC compliance for all key personnel
who have an impact on the transactions underlying the financial statements.
|
|
•
|
Emphasize the importance of,
and monitor the sustained compliance with, the execution of our internal controls over
financial reporting.
|
|
•
|
Work with our third-party service
provider to ensure that our accounting and reporting for income taxes are timely and
accurate.
|
|
•
|
Hire a full-time CFO, controller,
and accounting support staff to mitigate our lack of segregation of duties.
|
|
•
|
Complete the implementation
of the Company’s updated accounting software, NetSuite. The Company is currently
running the old and new accounting software in parallel as it transitions to NetSuite.
The new software will greatly assist staff in recording accounting transactions in a
timely manner, and implementing new procedures designed to improve user access rights,
security, and financial reporting.
|
|
•
|
Evaluate the roles of the accounting
staff acquired in the Photo File acquisition in order to increase the support of our
corporate accounting office in order to mitigate our risk of lack of timely accounting
and segregation of duties.
|
We believe that our
financial statements presented in this Annual Report on Form 10-K fairly present, in all material respects, our financial position,
results of operations, and cash flows for all periods presented herein.
This annual report
does not include an attestation report of our independent registered public accounting firm due to an exemption established by
the JOBS Act for “emerging growth companies.”.
During the most recently
completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected
or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in Internal Controls over Financial Reporting
No change in our system of internal
control over financial reporting occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers and Directors
The following table sets forth the names,
ages, and positions of our executive officers and directors as of April 12, 2019. There are no arrangements or understandings
between any director and any other person pursuant to which any director or executive officer was or is to be selected as a director
or executive officer, as applicable. There currently are no legal proceedings and during the past ten years there have been no
legal proceedings that are material to the evaluation of the ability or integrity of any of our executive officers or directors.
Name
|
|
Age
|
|
Position(s)
|
Stuart Scheinman
|
|
53
|
|
President, Chief Executive Officer, Principal Executive Officer and Director
|
Scott C. Black
|
|
66
|
|
Secretary, Chief Legal Officer and Director
|
Tucker DiEdwardo
|
|
71
|
|
Chief Operating Officer
|
Shamar Tobias
|
|
36
|
|
Chief Financial Officer, Principal Financial Officer and Principal Accounting
Officer
|
Sam D. Battistone
|
|
79
|
|
Chairman of the Board of Directors
|
Jerry Nadal(1)(2)
|
|
59
|
|
Director
|
Barbara D’Amato (1)(2)(3)
|
|
48
|
|
Director
|
Luisa Ingargiola(1)(3)
|
|
51
|
|
Director
|
George Smith(2)(3)
|
|
61
|
|
Director
|
(1)
|
Member of the Nominating and Corporate Governance Committee.
|
(2)
|
Member of the Compensation Committee.
|
(3)
|
Member of the Audit Committee.
|
Executive Officers
Stuart Scheinman
was appointed as
our CEO, President and a director on December 27, 2016. Mr. Scheinman and Mr. Battistone served as Co-CEO’s until November
1, 2018. Mr. Scheinman previously served as president of Movie Star News, Inc., Las Vegas, NV, a privately-held company engaged
in the sale of classic and vintage Hollywood photographs, until we acquired this company in October 2014. Earlier, he was president
and founder of Animal and, an interactive toy manufacturing company from December 2003 to September 2012. The interactive store
within a store experience grew to over 500 locations worldwide. For over two decades Mr. Scheinman has been involved with sports
and entertainment marketing, developing licensed products for the NBA, NHL and most major Football Clubs in Europe, and working
with 200 major athletes worldwide. Mr. Scheinman received a Bachelor of Arts degree from Long Island University in 1987. Mr. Scheinman
is qualified to serve on our board of directors because of his sales, marketing and business development experience.
Scott C. Black
, Lieutenant General
US Army (Ret.), was appointed as our Secretary, CFO, in-house counsel and a director on December 27, 2016. On November 1, 2018,
he was formally appointed as our Chief Legal Officer and resigned as our Chief Financial Officer. Mr. Black previously served
as CFO of Movie Star News, Inc., Las Vegas, NV, a privately-held company engaged in the sale of classic and vintage Hollywood
photographs, until we acquired this company in October 2014. From November 2009 through August 2012, he was vice president and
general manager of BAE Systems, Inc., where he supervised and managed the Global Mission Solutions business unit with more than
$300 million in annual revenue. He joined BAE Systems after retiring from the U.S. Army where he had a distinguished 35-year career
of service, rising to serve as the Army’s judge advocate general. As the Judge Advocate General of the U.S. Army, Mr. Black
directed a legal services organization of more than 10,000 lawyers and paralegals, both soldiers and civilians, who were deployed
around the world in 650 offices in 19 countries, including Iraq and Afghanistan. He served as the legal advisor to the Secretary
of the Army, the Army Chief of Staff, and all Army Staff principals. He was also responsible for all Military Justice operations,
the legal support for contracting, ethics, and environmental programs, and for supervising the training and deployment of Rule
of Law and Governance Advisors around the world. Previously, he served as Commanding General and Commandant of the Judge Advocate
General's Legal Center and School in Charlottesville, Virginia, and as the Assistant Judge Advocate General for Military Law and
Operations in the Pentagon. His past positions include Chief Counsel for the Secretary of the Army’s Congressional Liaison
Office, Staff Judge Advocate (General Counsel) for the Army’s Fifth Corps in Germany, and Assistant Counsel to the President
in the White House. Mr. Black received a bachelor’s degree in political science from California Polytechnic State University
in 1974 and a Juris Doctor from the California Western School of Law in 1980. He also holds a Master’s Degree in National
Resource Strategy from the Industrial College of the Armed Forces, National Defense University. His awards include the Distinguished
Service Medal, the Legion of Merit with Oak Leaf Cluster, and the Meritorious Service Medal with four Oak Leaf Clusters. He is
also entitled to wear the Parachutist Badge, the Ranger Tab, and the Army Staff Identification Badge. Mr. Black is qualified to
serve on our board of directors because of his sales, marketing and business development experience.
Tucker DiEdwardo
has served as our
Chief Operating Officer since November 15, 2018. Prior to his appointment as our COO, Mr. DiEdwardo has owned TD Ventures, LLC,
a special events and entertainment marketing company. From 2005 to 2013, Mr. DiEdwardo worked as president of LVI Global, LLC,
an internationally recognized leader in postgraduate live-patient dental education, with over 9,500 alumni from 46 countries.
Mr. DiEdwardo holds both Bachelor and Master of Science/Education degrees from Southern Connecticut State University.
Shamar Tobias
was appointed as our
Chief Financial Officer on November 1, 2018. Since 2013, Mr. Tobias has served as the managing partner of Blue Chip Accounting,
LLC, a certified public accounting and consulting firm located in Henderson, NV. In his role as managing partner, he has served
as a financial consultant for several companies in the public, private, and governmental sectors. Prior to founding Blue Chip
Accounting, Mr. Tobias served as a consulting partner at a PCAOB registered accounting firm also located in Henderson, NV. Mr.
Tobias earned a Bachelor of Science in Accounting and a Masters of Accountancy from the University of Nevada - Las Vegas and also
holds a Certified Public Accountant designation in the State of Nevada.
Board of Directors
Sam D. Battistone
was appointed
as the Chairman of our board of directors on December 27, 2016. He previously served as Co-CEO with Mr. Scheinman from December
27, 2016 to November 1, 2018. Mr. Battistone is the Founder, Chairman and CEO of Dreamstar, a Nevada corporation. He was the Founder
and Chairman of Dreams, Inc., a public company traded on the New York Stock Exchange and Field of Dreams, a national chain of
sports and celebrity retail stores. Dreams, Inc. was ultimately purchased by Fanatics, Inc. He was the Principal Owner and Founder
of the Utah Jazz (formerly New Orleans Jazz) National Basketball Association team, and served as Chairman, President and Governor
of the team from 1974 to 1986. He was appointed by the Commissioner of the NBA as a member of the Advisory Committee of the Board
of Governors of the NBA. He was a founding Director of Sambo's Restaurants, Inc. and served in the positions of President, CEO
and Chairman of the Board during the years of 1967 to 1979. He directed the efforts of Sambo's Initial Public Offering in 1969
and the move to the New York Stock Exchange. During that period, Sambo's grew from a regional operation of 59 units to a chain
of over 1100 restaurants nationwide. He also was a member of the board of directors of the National Restaurant Association. Mr.
Battistone is qualified to serve on our board of directors because of his sales, marketing and business development experience.
Barbara D’Amato
has served
on our board of directors since March 10, 2019. Ms. D’Amato is a highly accomplished global deal maker, career banker, financier
and operator with 25+ years of experience with a prominent ability to drive rapid growth and value creation through operational
leadership, leveraging the power of strategic partnerships, financial and strategic professional and capital markets networks
in the US and globally. From 2004 to 2018, Ms. D’Amato was the Founder and CEO of Trilogy Brands Group, a brand development
licensing and franchising international growth firm in the retail industry, and Trilogy Capital Corp., an international advisory
firm specializing in growth capital and project development to middle market and large companies. Prior to Trilogy, Ms. D’Amato
served as Senior Relationship Manager and Team Leader, Vice President and Chief Risk Officer for Global Multinational Banks such
as BNP Paribas US and Global Banking, a $2.5 trillion in assets and a presence in over 75 countries, and Bank of America’s
Global Capital Markets Group among the top 10 largest banks in the world. She currently serves as an Advisor to the Board of Directors
of TriLinc Global a leading $1.1 billion global private debt alternative investment fund whose strategy is to generate attractive
financial returns and meet the sustainable investment needs of investors by achieving global social, economic and environmental
impact worldwide. Ms. D’Amato obtained her bachelor’s degree in International Business from California State University
Pomona, and post-graduate degree from Harvard Business School. Ms. D’Amato’s extensive investment and international
markets experience, as well as her independence, judgment and exceptional leadership experience makes her a valuable addition
to the Board.
Jerry Nadal
has served on our board
of directors since November 20, 2018. Mr. Nadal brings more than 30 years of experience in the entertainment industry to our board
of directors, specializing in the production of live performances. He currently serves as senior vice president of the resident
shows division of Cirque du Soleil, where he is responsible for all six ongoing Las Vegas shows and others in several cities worldwide
involving more than 2,000 performers from over 40 countries. His operational responsibilities also include supervising the Cirque
du Soleil sales and marketing team that oversees $500 million in annual revenues, and managing Cirque du Soleil’s operating
partnerships with Disney, Universal, MGM Resorts International, Treasure Island Hotel & Casino, Stage Entertainment, Michael
Jackson Estate, and Apple Records. Mr. Nadal is qualified to serve on our board of directors because of his entertainment industry
experience.
Luisa Ingargiola
has served as a
member of our board of directors since December 27, 2018. From 2017 to present, Ms. Ingargiola serves as Chief Financial Officer
of Avalon GloboCare. From 2007 to 2016, Ms. Ingargiola served as Chief Financial Officer of MagneGas Corporation (and board member
from 2016 to June 2018). Ms. Ingargiola currently serves as board member and audit committee chair of FTE Networks and ElectraMeccanica.
She also serves as board member for Operation Transition Assistance Corporation and The JBF Foundation Worldwide. Ms. Ingargiola
received her Bachelors of Science from Boston University and her Masters of Business Administration from the University of Florida.
Ms. Ingargiola’s public company reporting and accounting experience make her well qualified for service as a member of our
board of directors.
George Smith
was appointed as a
member of our board of directors on December 27, 2018. Mr. Smith has been in the entertainment and amusement business for more
than thirty years. During his industry tenure he has been involved in all facets of facilities operations and management. Currently,
Mr. Smith is President/COO of Family Entertainment Group/Skymart and Chief Operating Officer of IVC Interactive Vending Corporation.
In 2014, Mr. Smith was Co-Founder of Face to Face Entertainment Conferences F2FEC (conferences aimed at the owners and senior
management of the top FEC’s and parks in the industry). Mr. Smith received his B.S.B.A from Clark University. Mr. Smith’s
entertainment industry experience makes him qualified to serve as a member of our board of directors.
Family Relationships
There are no family relationships between
or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.
Terms of Office
Our Directors are appointed for a one-year
term to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our bylaws.
Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective employment
agreements.
Other Directorships
Other than as disclosed above, during the
last 5 years, none of our directors held any other directorships in any company with a class of securities registered pursuant
to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an
investment company under the Investment Company Act of 1940.
Board of Directors Composition
Director Independence
Our board of directors consists of seven
members. Our board of directors has determined that Barbara D’Amato, Luisa Ingargiola, and George Smith are
all independent directors in accordance with the listing requirements of the Nasdaq Capital Market. The Nasdaq independence definition
includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our
employees and that neither the director nor any of his family members has engaged in various types of business dealings with us.
In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each independent director
that no relationships exist, which, in the opinion of our board of directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and
discussed information provided by the directors and us with regard to each director’s business and personal activities and
relationships as they may relate to us and our management.
Role of Board in Risk Oversight
Process
Our board of directors has responsibility
for the oversight of the Company’s risk management processes and, either as a whole or through its committees, regularly
discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them.
The risk oversight process includes receiving regular reports from board committees and members of senior management to enable
our board of directors to understand the Company’s risk identification, risk management and risk mitigation strategies with
respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.
The audit committee reviews information
regarding liquidity and operations, and oversees our management of financial risks. Periodically, the audit committee reviews
our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. Oversight by the audit
committee includes direct communication with our external auditors, and discussions with management regarding significant risk
exposures and the actions management has taken to limit, monitor or control such exposures. The compensation committee is responsible
for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. While
each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors
is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our
board of directors as a whole.
Board of Directors and Stockholder
Meetings and Attendance
During fiscal year 2018, there were four
formal Board meetings. None of our directors attended fewer than 75% of the total number of meetings of the Board. The Company
encourages, but does not require, directors to attend annual meetings of stockholders. The Company did not hold an annual meeting
of stockholders during fiscal year 2018.
Board Committees and Independence
Our board of directors has established
an audit committee, a compensation committee and a nominating and governance committee. The composition and responsibilities of
each committee are described below. Members serve on these committees until their resignations or until otherwise determined by
the board of directors. The committees were established on December 31, 2018 and, as such, no committee meetings were held during
the last fiscal year.
Audit Committee
.
Our
audit committee oversees the integrity of our accounting and financial reporting process and the audits of our financial statements.
Among other matters, the audit committee is directly responsible for: the selection, compensation, retention and oversight of
our independent registered public accounting firm; reviewing our independent registered public accounting firm’s continuing
independence; approving the fees and other compensation to be paid to our independent registered public accounting firm; pre-approving
all audit and non-audit related services provided by our independent registered public accounting firm; reviewing and discussing
with management and our independent registered public accounting firm the results of the quarterly and annual financial statements;
reviewing and discussing with management and our independent registered public accounting firm our selection, application and
disclosure of our critical accounting policies; discussing with our independent registered public accounting firm both privately
and with management the adequacy of our accounting and financial reporting processes and systems of internal control; reviewing
any significant deficiencies and material weaknesses in the design or operation over internal control over financial reporting;
and annually reviewing and evaluating the composition and performance of the audit committee, including the adequacy of the audit
committee charter.
The current members of our audit committee
are Luisa Ingargiola, who is the chair of the audit committee, Barbara D’Amato, and George Smith. We believe that each member
of our audit committee meets the requirements for independence and financial literacy under the applicable rules and regulations
of the SEC and the Nasdaq Capital Market. Ms. Ingargiola qualifies as an “audit committee financial expert,” as defined
under applicable SEC rules. The audit committee operates under a written charter that satisfies the applicable standards of the
SEC and the Nasdaq Capital Market.
Compensation Committee
.
Our
compensation committee evaluates, recommends and approves policy relating to compensation and benefits of our officers and employees.
Among other matters, the compensation committee is responsible for annually reviewing and approving corporate goals and objectives
relevant to the compensation of our chief executive officer and other executive officers; evaluating the performance of these officers
in light of those goals and objectives and setting the compensation of these officers based on such evaluations; administering
and interpreting our cash and equity-based compensation plans; annually reviewing and making recommendations to the board of directors
with respect to all cash and equity-based incentive compensation plans and arrangements; and annually reviewing and evaluating
the composition and performance of the compensation committee, including the adequacy of the compensation committee charter. The
compensation committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation
consultant as necessary to assist with the execution of its duties and responsibilities as set forth in its charter, but, to date,
has not retained services of any compensation consultants. The compensation committee consists of entirely “independent directors”
(as defined below) and no executive officers have a role in determining or recommending the amount or form of executive and director
compensation.
The current members of our compensation
committee are Jerry Nadal, who is the chair of the compensation committee, Barbara D’Amato and George Smith. We believe that
each of Ms. D’Amato, Mr. Smith and Mr. Nadal is an “independent director” under the applicable rules and regulations
of the Nasdaq Capital Market, and that each member of our compensation committee is a “non-employee director” within
the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, and an “outside director,” as that term
is defined under Section 162(m) of the Internal Revenue Code of 1986.
Nominating and Governance Committee
.
The
nominating and governance committee is responsible for making recommendations to the board of directors regarding candidates for
directorship and the structure and composition of our board of directors and committees of the board of directors. Among other
things, the nominating and governance committee is responsible for identifying, evaluating and nominating candidates for appointment
or election as members of our board of directors; developing, recommending and evaluating a code of conduct and ethics applicable
to all of our employees, officers and directors and a code applicable to our chief executive officer and a senior finance department
personnel; recommending that our board of directors establish special committees as may be necessary or desirable from time to
time; recommending policies and procedures for stockholder nomination of directors and annually reviewing and evaluating the composition
and performance of the nominating and governance committee, including the adequacy of the nominating and governance committee charter.
The current members of the nominating and
governance committee are Barbara D’Amato, who is the chair of the nominating and governance committee, Luisa Ingargiola
and Jerry Nadal. We believe that all of the members of our nominating and governance committee are “independent directors”
under the applicable rules and regulations of the Nasdaq Capital Market.
Copies of our audit committee, compensation
committee and nominating and governance committee charters are available under the “Investors” section of our website
at www.globephotos.com. The reference to our website address does not constitute incorporation by reference of the information
contained at or available through our website, and you should not consider it to be a part of this prospectus.
Board Diversity
Our nominating
and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate
characteristics, skills and experience required for the board of directors as a whole and its individual members. In evaluating
the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee,
in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing)
such candidates, will take into account many factors, including the following:
|
·
|
|
Personal and professional integrity, ethics and values;
|
|
·
|
|
Experience in corporate management, such as serving as an officer
or former officer of a publicly-held company;
|
|
·
|
|
Experience as a board member or executive officer of another
publicly-held company;
|
|
·
|
|
Strong finance experience;
|
|
·
|
|
Diversity of expertise and experience in substantive matters
pertaining to our business relative to other board members;
|
|
·
|
|
Diversity of background and perspective, including, but not
limited to, with respect to age, gender, race, place of residence and specialized experience;
|
|
·
|
|
Experience relevant to our business industry and with relevant
social policy concerns; and
|
|
·
|
|
Relevant academic expertise or other proficiency in an area
of our business operations.
|
Currently, our board of directors
evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that
can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment
using its diversity of experience in these various areas.
We have not adopted a policy regarding
the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed.
Our Board has not considered or adopted such a policy as we have never received a recommendation from any stockholder for any
candidate to serve on our Board. We do not know if any of our stockholders will make a recommendation for any candidate to serve
on our Board in the future.
Code of Business Conduct and Ethics
We have adopted a written code of business
conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of business conduct
and ethics is available under the “Investors” section of our website at www.globephotos.com. In addition, we post
on our website all disclosures that are required by law or the listing standards of the Nasdaq Capital Market concerning any amendments
to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference
of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.
Compliance with Section 16(a) of the Exchange Act.
Under Section 16(a) of the Exchange
Act, directors, executive officers and beneficial owners of 10% or more of our common stock, or reporting persons, are required
to report to the SEC on a timely basis the initiation of their status as a reporting person and any changes with respect to their
beneficial ownership of our common stock. Based solely on our review of copies of such forms that we have received, or written
representations from reporting persons, we believe that during the fiscal year ended December 31, 2018, all executive officers,
directors and greater than 10% stockholders complied with all applicable filing requirements, other than (i) Form 4 filings for
Scott Black, Tucker DiEdwardo and Shamar Tobias related to stock option grants and (ii) Form 3 filings for Jerry Nadal, Luisa
Ingargiola, George Smith, Shamar Tobias and Tucker DiEdwardo. The aforementioned officers and directors intend to have the above
forms filed shortly after the date of this report.
ITEM 11. EXECUTIVE COMPENSATION.
The table below summarizes all compensation
awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, 2018 and 2017.
Name and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
All Other
Compensation
($) (1)
|
Total
($)
|
Stuart Scheinman
CEO and Director
|
2018
2017
|
84,500
91,000
|
–
–
|
–
–
|
–
–
|
–
–
|
84,500
91,000
|
Shamar Tobias
CFO
|
2018
2017
|
12,000
–
|
–
–
|
–
–
|
297,715
–
|
–
–
|
309,715
–
|
Sam Battistone
Director and former Co-CEO
|
2018
2017
|
–
–
|
–
–
|
–
–
|
–
–
|
–
–
|
–
–
|
Scott Black
Secretary, Treasurer and Director
|
2018
2017
|
–
–
|
–
–
|
–
–
|
825,000
–
|
–
–
|
$825,000
–
|
Tucker DiEdwardo
COO
|
2018
2017
|
84,000
–
|
–
–
|
–
–
|
577,500
–
|
–
–
|
$661,500
–
|
Narrative Disclosure to Summary Compensation
Table
We have not entered into any written employment
agreements with any of our executive officers.
On October 24, 2018, we entered into a consulting
agreement with SLT Holding, LLC, an entity owned and controlled by Shamar Tobias, our Chief Financial Officer. The agreement may
be terminated by either party with or without cause on 30 days’ notice. We agreed to compensate SLT Holding, LLC $6,000 monthly
and we granted Mr. Tobias a 5 year option to purchase 2,000,000 shares of our common stock at an exercise price of $0.10 per share.
500,000 option shares are vested on the date of grant and 500,000 option shares vest every six months of service thereafter up
to the maximum of 2,000,000 option shares.
On November 15, 2018, we entered into a
consulting agreement with TD Ventures, LLC, an entity owned and controlled by Tucker DiEdwardo, our Chief Operating Officer. The
agreement may be terminated by either party with or without cause on 90 days’ notice. We agreed to compensate TD Ventures,
LLC $7,000 monthly and we granted Mr. DiEdwardo a 10 year option to purchase 5,250,000 shares of our common stock at an exercise
price of $0.05 per share. The option is 100% vested on issuance.
On November 15, 2018, we entered into a
consulting agreement with Scott Black, our Chief Legal Officer. The agreement may be terminated by either party with or without
cause on 30 days’ notice. We granted Mr. Black a ten year option to purchase 7,500,000 shares of our common stock at an
exercise price of $0.05 per share. The option is 100% vested on issuance.
Other Elements of Compensation
We do not currently maintain any forms
of retirement savings, employee benefit, nonqualified deferred compensation, change in control or pension plans for use by our
executive officers or employees.
Outstanding Equity Awards at Fiscal
Year End
The following table summarizes the number
of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31,
2018.
|
|
Option Awards
|
|
Stock Awards
|
Name
|
|
Grant
Date
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable
|
|
|
Number of
securities
underlying
unexercised
options (#)
unexercisable
|
|
Equity
Incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options
(#)
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
expiration
date
|
|
Number
of shares
or units of
stock that
have not
vested (#)
|
|
|
Market
value
of shares
of units
of stock
that have
not
vested ($)
|
|
|
Equity
Incentive
plan
awards:
Number of
unearned
shares,
units or
other rights
that have
not
vested (#)
|
|
Equity
Incentive
plan
awards:
Market or
payout
value of
unearned
share,
units or
other right
that have
not
vested ($)
|
Scott Black
|
|
11/15/2018
|
|
|
7,500,000
|
|
|
|
|
|
7,500,000
|
|
|
$
|
0.05
|
|
|
11/15/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shamar Tobias
|
|
11/1/2018
|
|
|
2,000,000
|
|
|
|
|
|
2,000,000
|
|
|
$
|
0.10
|
|
|
11/01/2023
|
|
|
1,500,000
|
|
|
|
223,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tucker DiEdwardo
|
|
4/11/2018
|
|
|
5,250,000
|
|
|
|
|
|
5,250,000
|
|
|
$
|
0.05
|
|
|
11/15/2028
|
|
|
|
|
|
|
|
|
|
|
|
|
Director Compensation
Our directors did not receive any compensation
during the years ended December 31, 2018 and 2017, in consideration for their services rendered in their capacity as directors
and no arrangements are presently in place regarding compensation to directors for their services as directors or for committee
participation or special assignments.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTER
The following table sets forth
certain information regarding the beneficial ownership of our outstanding Common Stock, as of April 12, 2019 by: (i) each of
our directors, (ii) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K promulgated under
the Exchange Act), (iii) all of our directors and named executive officers as a group, and (iv) each person known to us to
beneficially own more than 5% of our outstanding Common Stock.
Beneficial ownership has been determined
in accordance with Rule 13d-3 under the Exchange Act. The percentages in the table have been calculated on the basis of treating
as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock
issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that
person at that date which are exercisable within sixty (60) days of that date. Except as otherwise indicated, the persons listed
below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent
that power may be shared with a spouse. The Company does not know of any arrangements the operation of which may at a subsequent
date result in a change of control of the Company.
Unless otherwise indicated below, to our
knowledge, all persons listed below have sole voting and investment power with respect to their shares of voting stock, except
to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, each entity or person listed
below maintains an address of 6445 South Tenaya Way, B-130 Las Vegas, Nevada 89113.
|
|
|
|
Name and Address of Beneficial Owner
|
|
Number of Shares of Common Stock Beneficially Owned
|
|
|
Percent of Common Stock Beneficially Owned
|
|
5% or Greater Stockholders
|
|
|
|
|
|
|
|
|
Dino Satallante (1)
|
|
|
71,149,408
|
|
|
|
21.8%
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors
|
|
|
|
|
|
|
|
|
Sam Battistone (1)
|
|
|
70,247,410
|
|
|
|
21.5%
|
|
Stuart Scheinman (1)
|
|
|
71,149,408
|
|
|
|
21.8%
|
|
Scott Black(2)
|
|
|
7,500,000
|
|
|
|
2.3%
|
|
Tucker DiEdwardo(3)
|
|
|
5,250,000
|
|
|
|
1.6%
|
|
Shamar Tobias(4)
|
|
|
2,000,000
|
|
|
|
*
|
|
Jerry Nadal
|
|
|
–
|
|
|
|
–
|
|
Barbara D’Amato
|
|
|
–
|
|
|
|
–
|
|
Luisa Ingargiola
|
|
|
–
|
|
|
|
–
|
|
George Smith
|
|
|
–
|
|
|
|
–
|
|
All executive officers and directors as a group (9 persons)(5)
|
|
|
156,146,818
|
|
|
|
47.8%
|
|
* Less than 1%
|
(1)
|
These shares are held under the name Movie Star News LLC, which owns an aggregate of 220,238,226 shares of our Common Stock. Mr. Satallante and Mr. Scheinman each own 32.3% of that company. As such, they have the voting and dispositive power over these shares. Mr. Battistone owns the remaining 31.9% and has the voting and dispositive power over those shares.
|
|
(2)
|
Mr. Black is granted the option to purchase 7,500,000 shares of the Company's Common Stock, at $0.0001 par value under the Company's 2018 Incentive Plan, and at an exercise price of $0.05 per share. The 7,500,000 will be 100% vested on the date issued and exercisable on the day following with the options expiring ten (10) years from the date of vesting.
|
|
(3)
|
Consists of the option to purchase 5,250,000 shares of the Company's Common Stock, $0.0001 par value under the Company's 2018 Incentive Plan at an exercise price of $0.05 per share. The 5,250,000 will be 100% vested on the date issued and exercisable on the day following with the options expiring ten (10) years from the date of vesting.
|
|
(4)
|
Consists of the option to purchase 2,000,000 options of the Company's Common Stock, $0.0001 par value under the Company's 2018 Incentive Plan at an exercise price of $0.10 per share. 500,000 options will be 100% vested on the date issued with the rest of the options vesting every six months and exercisable on the day following. The options expire five (5) years from the date of vesting
|
|
(5)
|
Includes shares of common stock issuable upon the exercise of outstanding options, as set forth in the previous footnotes.
|
Equity Compensation Plan Information:
Plan Category
|
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
|
|
|
Weighted-average exercise
price of outstanding options,
warrants and rights
|
|
|
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
|
|
2018 Equity Incentive Plan
|
|
|
19,933,333
|
|
|
$
|
0.07
|
|
|
|
15,066,667
|
|
Warrants
|
|
|
6,500,000
|
|
|
$
|
0.10
|
|
|
|
8,566,667
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.
We describe below the transactions and
series of similar transactions, since January 1, 2016, to which we were a party or will be a party, in which:
|
·
|
the amounts involved exceeded or will exceed the lesser of $120,000
or one percent of our average total assets at year-end over the last two completed fiscal years; and
|
|
·
|
any of our directors, executive officers, holders of more than
5% of our capital stock or any member of their immediate family had or will have a direct or indirect material interest, other
than equity and other compensation, termination, change in control and other arrangements with directors and executive officers,
which are described where required under the section above titled “Executive Compensation.”
|
In
December 2015, the Company entered into a secured promissory note agreement with an unrelated party for working capital purposes
for total proceeds of $120,000. The note bears interest at the rate of 10% per annum and is payable on the 1st day of each month
commencing in February 2016. On February 15, 2016, the Company entered into an additional promissory note agreement with the same
unrelated party for additional proceeds of $62,500 and under the same terms as the first note. As of December 31, 2018 and 2017,
the balance of $162,500 remains outstanding. Both notes are secured by certain inventory and archival images of the Company in
the amount of up to $200,000. Accrued interest payable due under the unsecured note agreement was $50,662 and $34,412 as of December
31, 2018 and 2017, respectively. The notes matured on December 31, 2017; however, on January 22, 2018, the outstanding balance
on the notes was purchased by a related party (ICONZ Art, LLC, beneficial interest shareholder) and the notes were extended to
June 30, 2018 and on June 30, 2018 was extended indefinitely and will now be considered due on demand. All the accrued interest
through the December 31, 2017, was still due to the original noteholder.
On
April 5, 2016, the Company entered into an unsecured promissory note agreement with unrelated parties for working capital purposes
for total proceeds of $50,000. The promissory notes matured in December 2017 and bear interest at the rate of 6% per annum. However,
on January 22, 2018, the outstanding balance on the notes was purchased by a related party and the notes were extended to June
30, 2018 and on June 30, 2018 was extended indefinitely and will now be considered due on demand. Accrued interest payable due
under the unsecured note agreement was $8,227 and $5,227 as of December 31, 2018 and 2017, respectively. All the accrued interest
through the December 31, 2017, was still due to the original noteholder.
On
August 1, 2013 the Company entered into an unsecured promissory note agreement with a related party Dino Satallante for $100,000.
The loan bears interest at the rate of 5% per annum. During the year ended December 31, 2018, the Company made payment of $14,960.
As of December 31, 2018 and 2017, $46,175 and $61,135 was outstanding under the unsecured promissory note agreement, respectively.
Interest expense for the year ended December 31, 2018 and 2017 was $2,309 and $3,057 respectively. The loan matured on July 14,
2014 and was extended to July 31, 2016. Effective March 30, 2018, the note agreement was extended to June 30, 2018 and on June
30, 2018, the note was further extended to December 31, 2018.
Effective
September 11, 2014 the Company entered into two separate unsecured promissory note agreements for $20,500 each with two related
parties, Dreamstar an entity owned and controlled by Sam Battistone, a Company officer and director and a principal shareholder,
and Dino Satallante, a beneficial interest shareholder of the Company, for working capital purposes. The loans bear interest at
the rate of 6% per annum. The loans matured on September 10, 2015 and were extended to December 31, 2016. In December 2016, both
loans were extended to December 31, 2017 and on March 30, 2018, the notes were extended to June 30, 2018 and on June 30, 2018,
one of the note was further extended to December 31, 2018. The outstanding balance on the note issued to Dreamstar was fully paid
during the year ended December 31, 2018. As of December 31, 2018, $20,500 and $0 was outstanding to Dino Satallante and Dreamstar,
respectively. At December 31, 2017, $20,500 and $18,100 was outstanding to Dino Satallante and Dreamstar, respectively. Aggregate
interest expense in connection with the two unsecured promissory note agreements for the year ended December 30, 2018 and 2017
was $5,536 and 5,584.
Effective July 21, 2015, the Company entered
into a promissory note agreement with a related party Dino Satallante, a beneficial interest shareholder of the Company, for total
proceeds of $160,000. The Company utilized $80,000 of the proceeds for payments due in connection with the Globe Photos Assets
acquired. The remainder of the proceeds were used for working capital purposes. The note matured on July 20, 2016, with monthly
interest only payments commencing July 22, 2015. Interest accrues at the rate of 12% per annum. The note is secured by the Globe
Photos Assets. Total interest expense in connection with the secured promissory note agreement for the years ended December 31,
2018 and 2017 is $19,200 and $19,200. Per the terms of the agreement the Company incurred loan fees totaling $8,000 which was
fully amortized in 2016. Effective March 30, 2018 the note was extended to June 30, 2018, and on June 30, 2018, the note was further
extended to December 31, 2018.
On April
4, 2016 the Company entered into a secured promissory note agreement with Premier Collectibles, a beneficial interest shareholder
for total proceeds of $65,000 to be used for acquisition of archive agreement. The promissory note bears interest at the rate
of 8% per annum, is secured by the archive collection which the proceeds were used and matured on April 1, 2017. On March 30,
2018, the note was extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now be considered due on
demand. Interest expense on the note was $5,200 and $5,200 for the years ended December 31, 2018 and 2017.
On April
15, 2016, the Company entered into an unsecured promissory note agreement with Sean Goodchild, a beneficial interest shareholder,
for total proceeds of $50,000. The promissory note bears interest at the rate of 6% per annum and matures on December 15, 2017,
however, on January 22, 2018, the outstanding balance on the notes was purchased by another related party (ICONZ Art, LLC, beneficial
interest shareholder) and the notes were extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now
be considered due on demand. Interest expense was $3,000 and $3,000 for the years ended December 31, 2018 and 2017, respectively.
All the accrued interest through the December 31, 2017, was still due to the original noteholder.
On October
3, 2016, the Company entered into an unsecured promissory note agreement with Sean Goodchild, a beneficial interest shareholder,
for total proceeds of $50,000. The promissory note bears interest at the rate of 6% per annum and matures on December 31, 2017,
however, on January 22, 2018, the outstanding balance on the notes was purchased by another related party (ICONZ Art, LLC, beneficial
interest shareholder) and the notes were extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now
be considered due on demand. Interest expense was $3,000 and $3,000 for the years ended December 31, 2018 and 2017.
On December
2, 2016, the Company entered into an unsecured promissory note agreement with Sean Goodchild, a beneficial interest shareholder,
for total proceeds of $31,500. The promissory note bears interest at the rate of 6% per annum and matures on December 31, 2017,
however, on January 22, 2018, the outstanding balance on the notes was purchased by another related party (ICONZ Art, LLC, beneficial
interest shareholder) and the notes were extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now
be considered due on demand. Interest expense was $1,890 and $1,890 for the years ended December 31, 2018 and 2017, respectively.
See “Executive Compensation”
for certain consulting agreements and equity grants to officers.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees
Below is the table of Audit Fees (amounts in US$) billed by
our auditor in connection with the audit of the Company’s annual financial statements and review of the quarterly financial
statements for the years ended:
Financial Statements
for the Year Ended December 31
|
|
|
Audit Services
|
|
|
Audit Related Fees
|
|
|
Tax Fees
|
|
|
Other Fees
|
|
|
2017
|
|
|
$
|
43,444
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
2018
|
|
|
$
|
89,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Pre-Approval Policies and Procedures
The Audit Committee was only recently
established on December 28, 2018. As a result, the Audit Committee did not have the ability to institute a pre-approval policy.
On a go-forward basis, the Audit Committee plans to pre-approve all auditing services and the terms of non-audit services provided
by our independent registered public accounting firm, but only to the extent that the non-audit services are not prohibited under
applicable law and the committee determines that the non-audit services do not impair the independence of the independent registered
public accounting firm.
Fees that were incurred in 2017 and 2018
were not pre-approved by the Audit Committee as it had not yet been formed.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
Please see the Exhibit
Index which precedes the signature page to this annual report on Form 10-K and which is incorporated by reference herein.
ITEM 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
Exhibit
Number
|
|
Description of Exhibit
|
|
|
2.1(1)
|
|
Asset Purchase Agreement by and between Movie Star News LLC and the Company, dated October 8, 2014
|
|
|
2.2(2)
|
|
Asset Purchase Agreement by and between Globe Photos, Inc. and the Company, dated July 22, 2015
|
|
|
2.3(3)
|
|
Asset Purchase Agreement by and between Photo File, Inc. and the Company, dated October 11, 2018
|
|
|
3.1(1)
|
|
Certificate of Incorporation
|
|
|
3.2(1)
|
|
Certificate of Amendment, dated December 2, 2004
|
|
|
3.3(1)
|
|
Certificate of Amendment, dated February 11, 2005
|
|
|
3.4(1)
|
|
Certificate of Amendment, dated April 30, 2007
|
|
|
3.5(1)
|
|
Certificate of Amendment, dated December 7, 2009
|
|
|
3.6(1)
|
|
Certificate of Amendment, dated April 30, 2007
|
|
|
3.7(4)
|
|
Certificate of Merger, dated June 6, 2018
|
|
|
3.8(1)
|
|
Bylaws
|
|
|
10.1(1)
|
|
Photographic Reproduction and Marketing Rights Agreement, dated November 18, 2011, by and between the Estate of Frank Worth and the Company
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
10.2(1)
|
|
Purchase Agreement, dated as of December 21, 2011, by and among International Imaged Ltd, Birchley Ltd. And the Company
|
|
|
10.3(1)
|
|
Deed of Variation, dated as of February 28, 2013, by and among International Imaged Ltd., Birchley Ltd. And the Company
|
|
|
10.4(5)
|
|
Form of Secured Convertible Promissory Note
|
|
|
10.5#(7)
|
|
2018 Incentive Plan and related form agreements
|
|
|
10.6#(7)
|
|
Consulting Agreement, dated October 24, 2018, by and between SLT Holding, LLC and the Company
|
|
|
|
10.7#(6)
|
|
Consulting Agreement, dated November 15, 2018, by and between TD Ventures, LLC and the Company
|
|
|
10.8#(6)
|
|
Consulting Agreement, dated November 15, 2018, by and between Scott C. Black and the Company
|
|
|
|
21.1(7)
|
|
List of subsidiaries
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
________________________
(1)
|
Incorporated by reference to the Form 10 filed with the SEC on February 10, 2015
|
(2)
|
Incorporated by reference to the Form 10-Q filed with the SEC on November 16, 2015
|
(3)
|
Incorporated by reference to the Form 8-K filed with the SEC on October 15, 2018
|
(4)
|
Incorporated by reference to the Form 8-K filed with the SEC on June 28, 2018
|
(5)
|
Incorporated by reference to the Form 8-K filed with the SEC on October 26, 2018
|
(6)
|
Incorporated by reference to the Form 8-K filed with the SEC on November 28, 2018
|
|
|
(7)
|
Incorporated by reference to the Form S-1 filed with the SEC on February 13, 2019
|
#
|
Indicates management contract or compensatory plan or arrangement
|
* In accordance with Rule 406T of
Regulation S-T, this information is deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended.
**
These
certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being
filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing
of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
GLOBE PHOTOS, INC.
|
|
|
|
|
|
By:
|
|
|
/s/ Stuart Scheinman
|
|
|
|
|
Stuart Scheinman
|
|
|
|
|
President and Chief Executive Officer
|
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/
Stuart Scheinman
Stuart Scheinman
|
|
President, Chief Executive Officer and Director (Principal Executive
Officer)
|
|
April 16,
2019
|
|
|
|
/s/
Shamar Tobias
Shamar Tobias
|
|
Chief Financial Officer (Principal Financial and Accounting
Officer)
|
|
April 16
, 2019
|
|
|
|
/s/
Sam D. Battistone
Sam D. Battistone
|
|
Chairman of the Board of Directors
|
|
April 16,
2019
|
|
|
|
/s/
Scott C. Black
Scott C. Black
|
|
Secretary, Chief Legal Officer and Director
|
|
April 16,
2019
|
|
|
|
/s/
Jerry Nadal
Jerry Nadal
|
|
Director
|
|
April 16,
2019
|
|
|
|
/s/ Barbara D’Amato
Barbara D’Amato
|
|
Director
|
|
April 16,
2019
|
|
|
|
/s/
Luisa Ingargiola
Luisa Ingargiola
|
|
Director
|
|
April 16,
2019
|
|
|
|
/s/
George Smith
George Smith
|
|
Director
|
|
April 16,
2019
|
GLOBE PHOTOS, INC.
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2018
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Globe Photos, Inc.
(Formerly Capital Art, Inc.)
Opinion on the Financial Statements
We have audited the accompanying
consolidated balance sheets of Globe Photos, Inc. and its subsidiaries (collectively, the “Company”) as of December
31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years
then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and
the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Going Concern Matter
The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company's
auditor since 2017.
Houston, Texas
April 16, 2019
GLOBE PHOTOS, INC.
(FKA CAPITAL ART, INC.)
CONSOLIDATED
BALANCE SHEETS
|
|
December 31,
2018
|
|
|
December 31,
2017
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
304,267
|
|
|
$
|
1,297
|
|
Accounts receivable, net
|
|
|
559,255
|
|
|
|
44,548
|
|
Inventory, net
|
|
|
–
|
|
|
|
56,500
|
|
Prepaid expenses
|
|
|
21,513
|
|
|
|
12,765
|
|
Total Current Assets
|
|
|
885,035
|
|
|
|
115,110
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
5,533,680
|
|
|
|
2,493,224
|
|
Security deposit
|
|
|
38,402
|
|
|
|
6,356
|
|
Intangible Assets, net
|
|
|
15,766,250
|
|
|
|
326,250
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
22,223,367
|
|
|
$
|
2,940,940
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
2,462,563
|
|
|
$
|
540,947
|
|
Contingent purchase consideration
|
|
|
6,279,000
|
|
|
|
–
|
|
Payable to Photo File, Inc.
|
|
|
686,943
|
|
|
|
–
|
|
Payable to Globe Photos, Inc.
|
|
|
10,000
|
|
|
|
10,000
|
|
Due to related parties
|
|
|
287,455
|
|
|
|
147,113
|
|
Notes payable - related parties
|
|
|
635,675
|
|
|
|
456,235
|
|
Notes payable, net of debt discount
|
|
|
185,000
|
|
|
|
417,500
|
|
Deferred revenue
|
|
|
–
|
|
|
|
75,000
|
|
Derivative liability
|
|
|
–
|
|
|
|
9,195
|
|
Loans payable, net of unamortized discounts
|
|
|
481,784
|
|
|
|
738,805
|
|
Convertible Notes, net of debt discount and issuance costs
|
|
|
1,389,163
|
|
|
|
–
|
|
Convertible Notes - related party, net of debt discount
|
|
|
266,537
|
|
|
|
–
|
|
Total Current Liabilities
|
|
|
12,684,120
|
|
|
|
2,394,795
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
12,684,120
|
|
|
|
2,394,795
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; none issued and outstanding at December 31, 2018 and 2017.
|
|
|
–
|
|
|
|
–
|
|
Common stock par value $0.0001: 450,000,000 shares authorized; 326,428,583 and 325,570,524 issued and 326,428,583 and 325,570,524 outstanding as of December 31, 2018 and 2017
|
|
|
32,643
|
|
|
|
32,557
|
|
Additional paid in capital
|
|
|
10,114,075
|
|
|
|
4,124,243
|
|
Treasury stock; 0 and 258,823 shares as of December 31, 2018 and 2017
|
|
|
–
|
|
|
|
(88,000
|
)
|
Accumulated deficit
|
|
|
(4,016,630
|
)
|
|
|
(3,522,655
|
)
|
Stockholders' equity attributable to Globe Photos, Inc.
|
|
|
6,130,088
|
|
|
|
546,145
|
|
Non controlling interest
|
|
|
3,409,159
|
|
|
|
–
|
|
Stockholders' Equity
|
|
|
9,539,247
|
|
|
|
546,145
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Equity
|
|
$
|
22,223,367
|
|
|
$
|
2,940,940
|
|
The accompanying notes are an integral part of these audited consolidated financial statements
GLOBE PHOTOS, INC.
(FKA CAPITAL ART, INC.)
Consolidated
Statements of Operations
|
|
For the years ended
|
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
License revenue
|
|
$
|
567,553
|
|
|
$
|
259,212
|
|
Image revenue
|
|
|
2,615,589
|
|
|
|
680,040
|
|
Total revenue
|
|
|
3,183,142
|
|
|
|
939,252
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
2,605,694
|
|
|
|
780,409
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
577,448
|
|
|
|
158,843
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
Product development, sales and marketing
|
|
|
453,364
|
|
|
|
317,568
|
|
General and administrative
|
|
|
4,998,506
|
|
|
|
611,403
|
|
Depreciation and amortization
|
|
|
35,980
|
|
|
|
61,543
|
|
Gain on sale of property and equipment
|
|
|
–
|
|
|
|
(50,000
|
)
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
5,487,850
|
|
|
|
940,514
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,910,402
|
)
|
|
|
(781,671
|
)
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
Loss of settlement of accrued liabilities
|
|
|
(210,422
|
)
|
|
|
–
|
|
Interest expense
|
|
|
(2,019,953
|
)
|
|
|
(114,916
|
)
|
Change in fair value of derivative liabilities
|
|
|
9,195
|
|
|
|
48,727
|
|
Bargain purchase gain on acquisition of Photo File assets
|
|
|
7,296,766
|
|
|
|
–
|
|
Other income (expenses)
|
|
|
5,075,586
|
|
|
|
(66,189
|
)
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
165,184
|
|
|
|
(847,860
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
659,159
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Globe Photos, Inc.
|
|
$
|
(493,975
|
)
|
|
$
|
(847,860
|
)
|
|
|
|
|
|
|
|
|
|
Per-share data
|
|
|
|
|
|
|
|
|
Income (loss) per share - basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
325,646,169
|
|
|
|
325,441,
032
|
|
The accompanying notes are an integral part of these audited consolidated financial statements
GLOBE PHOTOS, INC.
(FKA CAPITAL ART, INC.)
Consolidated
Statement of Stockholders’ Equity
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Treasury
|
|
|
Accumulated
|
|
|
Non controlling
|
|
|
Total
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stock
|
|
|
(deficit)
|
|
|
interest
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
325,570,524
|
|
|
$
|
32,557
|
|
|
$
|
4,097,711
|
|
|
$
|
–
|
|
|
$
|
(2,674,795
|
)
|
|
$
|
–
|
|
|
$
|
1,455,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of shares
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(88,000
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(88,000
|
)
|
Options issued for the purchase of fixed assets
|
|
|
–
|
|
|
|
–
|
|
|
|
26,532
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
26,532
|
|
Net loss
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(847,860
|
)
|
|
|
–
|
|
|
|
(847,860
|
)
|
Balance, December 31, 2017
|
|
|
325,570,524
|
|
|
$
|
32,557
|
|
|
$
|
4,124,243
|
|
|
$
|
(88,000
|
)
|
|
$
|
(3,522,655
|
)
|
|
$
|
–
|
|
|
$
|
546,145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase and cancellation of shares
|
|
|
(351,941
|
)
|
|
|
(35
|
)
|
|
|
(119,965
|
)
|
|
|
88,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(32,000
|
)
|
Stock issued for cash
|
|
|
1,000,000
|
|
|
|
100
|
|
|
|
24,900
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
25,000
|
|
Stock issued for settlement of accrued expenses
|
|
|
210,000
|
|
|
|
21
|
|
|
|
23,079
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
23,100
|
|
Options issued for debt settlement and services
|
|
|
–
|
|
|
|
|
|
|
|
312,489
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
312,489
|
|
Beneficial conversion feature
|
|
|
–
|
|
|
|
–
|
|
|
|
2,956,704
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2,956,704
|
|
Stock option issued for services
|
|
|
–
|
|
|
|
–
|
|
|
|
1,492,499
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,492,499
|
|
Warrants issued services
|
|
|
–
|
|
|
|
–
|
|
|
|
1,300,126
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,300,126
|
|
Non controlling interest granted on Photo File acquisition
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2,750,000
|
|
|
|
2,750,000
|
|
Net Income
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(493,975
|
)
|
|
|
659,159
|
|
|
|
165,184
|
|
Balance, December 31, 2018
|
|
|
326,428,583
|
|
|
$
|
32,643
|
|
|
$
|
10,114,075
|
|
|
$
|
–
|
|
|
$
|
(4,016,630
|
)
|
|
$
|
3,409,159
|
|
|
$
|
9,539,247
|
|
The
accompanying notes are an integral part of these audited consolidated financial statements
GLOBE PHOTOS, INC.
(FKA CAPITAL ART, INC.)
Consolidated
Statements of Cash Flows
|
|
For the year ended
|
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net Income (loss)
|
|
$
|
165,184
|
|
|
$
|
(847,860
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Bad debt expense
|
|
|
129,204
|
|
|
|
|
|
Inventory reserve
|
|
|
56,500
|
|
|
|
|
|
Gain on bargain purchase options
|
|
|
(7,296,766
|
)
|
|
|
–
|
|
Depreciation and amortization
|
|
|
1,016,969
|
|
|
|
451,246
|
|
Amortization of debt discount
|
|
|
1,670,480
|
|
|
|
34,193
|
|
Options issued for services
|
|
|
1,492,499
|
|
|
|
–
|
|
Warrants issued for services
|
|
|
1,300,126
|
|
|
|
–
|
|
Loss of settlement of accrued liabilities
|
|
|
208,322
|
|
|
|
–
|
|
Change in fair value of embedded derivative
|
|
|
(9,195
|
)
|
|
|
(48,727
|
)
|
Inventory allowance
|
|
|
–
|
|
|
|
10,741
|
|
Gain on sale of property and equipment
|
|
|
–
|
|
|
|
(50,000
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(330,654
|
)
|
|
|
46,953
|
|
Prepaid expenses
|
|
|
(8,748
|
)
|
|
|
5,576
|
|
Inventory
|
|
|
–
|
|
|
|
(56,500
|
)
|
Deposits
|
|
|
(32,046
|
)
|
|
|
–
|
|
Deferred revenue
|
|
|
(250,000
|
)
|
|
|
75,000
|
|
Due to related parties
|
|
|
–
|
|
|
|
(12,607
|
)
|
Accounts payable and accrued liabilities
|
|
|
853,
335
|
|
|
|
17,714
|
|
Net Cash Used In Operating Activities
|
|
|
(1,034,790
|
)
|
|
|
(374,271
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchase of archival images, property and equipment
|
|
|
(37,425
|
)
|
|
|
(30,851
|
)
|
Proceeds for note receivable
|
|
|
–
|
|
|
|
50,000
|
|
Purchase of Photo File, Inc.
|
|
|
(1,515,000
|
)
|
|
|
–
|
|
Net Cash Provided By (Used In) Investing Activities
|
|
|
(1,552,425
|
)
|
|
|
19,149
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from loans payable
|
|
|
–
|
|
|
|
375,000
|
|
Repayment of loans payable
|
|
|
(96,801
|
)
|
|
|
(7,041
|
)
|
Proceeds from notes payable
|
|
|
150,000
|
|
|
|
35,000
|
|
Repayment of note payable
|
|
|
(170,000
|
)
|
|
|
(125,000
|
)
|
Repayment of note payable - related party
|
|
|
(33,060
|
)
|
|
|
(15,049
|
)
|
Proceeds from convertible notes payable, net
|
|
|
2,406,704
|
|
|
|
–
|
|
Proceeds from convertible notes payable, net – related party
|
|
|
500,000
|
|
|
|
–
|
|
Advances from related party
|
|
|
140,342
|
|
|
|
127,475
|
|
Proceeds from the sale of common stock
|
|
|
25,000
|
|
|
|
–
|
|
Purchase of treasury stock
|
|
|
(32,000
|
)
|
|
|
(88,000
|
)
|
Net Cash Provided By Financing Activities
|
|
|
2,890,185
|
|
|
|
302,385
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
302,970
|
|
|
|
(52,737
|
)
|
|
|
|
|
|
|
|
|
|
Cash - Beginning of Period
|
|
|
1,297
|
|
|
|
54,034
|
|
|
|
|
|
|
|
|
|
|
Cash - End of Period
|
|
$
|
304,267
|
|
|
$
|
1,297
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash Paid During the Period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
15,037
|
|
|
$
|
16,882
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchase of third party notes by related party
|
|
$
|
212,500
|
|
|
$
|
–
|
|
Options issued to settle accrued liabilities
|
|
$
|
104,157
|
|
|
$
|
–
|
|
Beneficial conversion feature on convertible debt
|
|
$
|
2,956,704
|
|
|
$
|
–
|
|
Options issued for purchase of fixed assets
|
|
$
|
–
|
|
|
$
|
26,532
|
|
Notes payable issued for the settlement of accounts payable
|
|
$
|
50,000
|
|
|
$
|
–
|
|
Share issued for settlement of liability
|
|
|
23,100
|
|
|
|
–
|
|
Expenses paid on behalf of the company
|
|
$
|
–
|
|
|
$
|
21,000
|
|
The accompanying notes are an integral part of these audited consolidated financial statements
GLOBE PHOTOS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
December 31, 2018 and 2017
|
1.
|
ORGANIZATION AND BUSINESS OPERATIONS
|
Globe
Photos, Inc. (“we”, “our”, or the “Company”) sells and manages classic and contemporary,
limited edition photographic images and reproductions, with a focus on iconic celebrity images. The Company also makes
available its images for publications and merchandizing. The Company aims to become a leading global photography marketing
and distribution company by acquiring rights and ownership to collections of rare iconic negatives and photographs, and to
establish worldwide wholesale and retail sales channels.
On June 6, 2018, we filed a Certificate
of Merger with the Secretary of State of Delaware in order to effectuate a merger with our wholly-owned subsidiary, Globe Photos,
Inc. Shareholder approval was not required pursuant to the Delaware General Corporation Law. As part of the merger, our board of
directors authorized a change in our name to “Globe Photos, Inc.” and our Certificate of Incorporation has been amended
to reflect this name change.
On October 11, 2018, we acquired substantially
all of the assets of Photo File, Inc. (“Photo File”), a New York corporation, a 30-year-old New York-based licensed
sports photography company. As part of the Photo File transaction, we acquired licenses to produce and sell licensed sports prints,
lithographs and other related items for major U.S. sports leagues, including the NFL, NBA, MLB, and NHL Properties and their respective
player associations, as well as most major college sports teams. We also gained licenses from thousands of individuals and organizations,
including Babe Ruth, Joe Namath, Vince Lombardi, Marvel Entertainment, Nickelodeon and others. The acquisition also significantly
expanded our collection of company-owned iconic sports photography.
Going Concern
The accompanying
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 and
commitments in the normal course of business.
Management evaluated
all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a
going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate
revenues and raise capital. The Company has not generated sufficient revenues from product sales to provide sufficient cash flows
to enable the Company to finance its operations internally. As of December 31, 2018, the Company had $304,267 cash on hand.
At December 31, 2018 the Company has an accumulated deficit of $4,016,630. For the twelve months ended December 31, 2018, the Company
had a net loss of $493,975, and cash used in operations of $1,034,790. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
Over
the next twelve months the Company intends to invest its working capital resources in sales and marketing in order to increase
the distribution and demand for its products. If the Company fails to generate sufficient revenue and obtain additional capital
to continue at its expected level of operations, the Company may be forced to scale back or discontinue its sales and marketing
efforts. However, there is no guarantee the Company will generate sufficient revenues or raise capital to continue operations.
The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Presentation and Principles of Consolidation
The
accompanying consolidated financial statements represent the results of operations, financial position and cash flows of Globe
Photos, Inc. prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United
States of America. The consolidated financial statements include the financial statements of the Company, and its 100% owned subsidiaries
Capital Art, LLC, Globe Photos, LLC, and Photo File, LLC. All inter-company balances and transactions have been eliminated.
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 estimates and assumptions that affect the reported amounts of assets and liabilities and also requires
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company
measures fair value in accordance with Accounting Standards Codification (“ASC”) 820 – Fair Value Measurements.
ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820
establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair
value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes
a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1 — Inputs are unadjusted, quoted prices
in active markets for identical assets or liabilities at the measurement date.
Level 2 — Inputs (other than quoted market
prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market
data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 — Inputs
reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement
date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair
value of assets or liabilities.
As defined
by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received
to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants
at the measurement date.
The reported
fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors
and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments
that could have been realized as of December 31, 2018 or that will be recognized in the future, and do not include expenses that
could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as
cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities,
and related party and third party notes payables approximate fair value due to their relatively short maturities. The Company’s
notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of
terms that would be available to the Company for similar financial arrangements at December 31, 2018 and 2017.
The carrying
value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets
and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.
Financial assets and liabilities
measured at fair value on a recurring basis are summarized below as of December 31, 2018:
|
|
|
Level 1
|
|
|
|
Level 2
|
|
|
|
Level 3
|
|
|
|
Total
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Financial assets and liabilities measured at fair
value on a recurring basis are summarized below as of December 31, 2017:
|
|
|
Level 1
|
|
|
|
Level 2
|
|
|
|
Level 3
|
|
|
|
Total
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Financial Instruments
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
9,195
|
|
|
$
|
9,195
|
|
The following table provides
a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured
at fair value on a recurring basis using significant unobservable inputs:
|
|
|
Amount
|
|
Balance December 31, 2017
|
|
$
|
9,195
|
|
Change in fair market value of derivative liability
|
|
|
(9,195
|
)
|
Balance December 31, 2018
|
|
$
|
–
|
|
Related parties
The
Company follows ASC 850, "Related Party Disclosures" for reporting activities with related parties. A party is considered
to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled
by, or is under common control with the Company. Related parties also include principal owners of the Company, its management,
members of the immediate families of principal owners of the Company and its management and other parties with which the Company
may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that
one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly
influence management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting
parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from
fully pursuing its own separate interests is also a related party.
Accounts receivable, net
The Company sells
its products through various means, including distributors, auction houses, retailers, and via the internet. The Company also
licenses its images to third parties for which royalty income is received by the Company. The Company continually monitors the
collectability of its trade accounts receivables based on a combination of factors, including the aging of the accounts receivable,
historical experience, and other currently available evidence and provides for an allowance for doubtful accounts equal to estimated
uncollectible amounts based on historical collection experience and a review of the current status of trade accounts receivable.
There was an allowance for bad debt of $203,553 and $10,381 recorded during the years ended December 31, 2018 and 2017, respectively.
Inventory
Inventories are stated
at the lower of cost (average cost) or market (net realizable value). Direct labor and raw material costs associated with the
process of making the photos available for sale are also included in inventory at cost. These costs are expensed to cost of sales
pro-ratably as sold. Our inventory reserve reflects items that were deemed to be defective or obsolete based on an analysis of
all inventories on hand. As of December 31, 2018, and 2017, the Company has recorded allowance related to slow moving inventory
in the amount of $455,741 and $128,194, respectively.
Archival Images, and Property and Equipment
Archival images, and
property and equipment are recorded at cost for purchases over $500, and depreciated using the straight-line method over the estimated
useful lives ranging from three to ten years. The Company capitalizes direct costs associated with improvements to archival images,
and property and equipment in accordance with ASC 360 – Property, Plant, and Equipment. Leasehold improvements are amortized
on a straight-line basis over the shorter of their useful life or the term of the related lease. Expenditures for ordinary repairs
and maintenance are expensed as incurred.
Business Combination
The Company accounts
for its business combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”.
The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities
incurred by the Company to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition
are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values
as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of
acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest
in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. Alternatively,
the excess of the (i) the fair value of the identifiable net assets of the acquire over (ii) the total costs of acquisition, fair
value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree
is recorded as a gain on bargain purchase.
Intangible Assets
Intangible
assets, consisting of content provider and photographic agreements, copyrights, trade name, non-competition, license agreements,
and customer relationships, are accounted for in accordance with ASC 350 Intangibles - Goodwill and Other. Intangible assets that
have finite lives are amortized using the straight-line method over their estimated useful lives of three to fifteen years.
Impairment of Long-Lived Assets
Long-lived
assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. In such situations, long-lived assets are considered impaired when future
undiscounted cash flows resulting the use of the asset and its eventual disposition are less than the asset’s carrying amount.
In such situations, the asset is written down to the present value of the estimated future cash flows. Factors that are considered
when evaluating long-lived assets for impairment include a current expectation that it is more likely than not that the long-lived
asset will be sold significantly before the end of its useful life, a significant decrease in the market price of the long-lived
asset, and a change in the extent of manner in which the long-lived asset is being used. Based on management’s assessment
there were no impairments to its long-lived assets at December 31, 2018 and 2017.
In the
acquisition of Photo File, Inc. we acquired trade names which are considered to have indefinite lives. An intangible asset with
an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in
circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.
Derivative Financial Instruments
The
Company accounts for derivative instruments in accordance with the provisions of ASC 815 - Derivatives Hedging: Embedded Derivatives.
ASC 815 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded
in other contracts and for hedging activities.
The
Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms in agreements
are reviewed to determine whether or not they contain embedded derivatives that are required under ASC 815 to be accounted for
and separated from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities
is required to be revalued at each reporting date, with the corresponding changes in fair value recorded in current period operating
results.
Revenue Recognition
On January 1, 2018, the Company adopted
Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results
for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted
and continue to be reported in accordance with our historic accounting under Topic 605.
We did
not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our
consolidated statement of operations for the year ended December 31, 2018 as a result of applying Topic 606.
We recognize
revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s
(“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires
that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the
performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize
revenue when or as the entity satisfied a performance obligation.
Revenue recognition
occurs at the time product is shipped to customers, when control transfers to customers, provided there are no material remaining
performance obligations required of the Company or any matters of customer acceptance. We only record revenue when collectability
is reasonably assured.
The Company’s
other revenue represent payments based on net sales from brand licensees for content reproduction rights. These license agreements
are held in conjunction with third parties that are responsible for collecting fees due and remitting to the Company its share
after expenses. Revenue from licensed products is recognized when realized or realizable based on royalty reporting received from
licensees.
Shipping and Handling
Shipping and handling
activities that occur after control over a product has transferred to a customer are accounted for as fulfillment activities rather
than performance obligations, as allowed under a practical expedient provided by Topic 606. The shipping and handling fees charged
to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership
and control of the product is transferred to the customer.
Royalty expenses
Royalty
expense related to our license agreements, which are generally based on a percentage of our actual net sales for the agreement
or a contractually determined minimum royalty amount, are recorded based upon the guaranteed minimum levels and adjusted based
on net sales of the licensed products, as appropriate. In some cases, we may be required to make certain up-front payments for
the license rights, which are deferred and recognized as royalty expense over the term of the license agreement.
Stock-based Compensation
The
Company recognizes stock-based compensation issued to employees in accordance with ASC 718 – Compensation: Stock Compensation,
based on the fair value of the equity instrument in exchange for employee services and the resulting recognition of compensation
expense.
The
Company’s accounts for stock-based payment transactions with nonemployees for services in accordance with ASC 50-550 Equity:
Equity-based Payments to Non-Employees. If the fair value of the services received in a stock-based payment with nonemployees is
more reliably measurable than the fair value of the equity instrument issued, the fair value of the services received is used to
measure the transaction. Conversely, if the fair value of the equity instruments issued in a stock-based transaction with nonemployees
is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of
the equity instruments issued. The Company recognizes an increase in equity or a liability, depending on whether the equity instruments
granted have satisfied the equity or liability classification criteria.
Advertising
The Company expenses
the cost of advertising, including promotional expenses, as incurred. Advertising expenses for the twelve months ended December
31, 2018 and 2017 was $103,249 and $1,824, respectively.
Income Taxes
The
Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and
regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s
estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions
as of December 31, 2018 and 2017.
Deferred
income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between
the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates.
Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and
equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined
that it is more likely than not that some or all of the deferred tax assets will not be realized.
The application
of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations
themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations
and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from
management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously
recorded tax liabilities. Interest and penalties are included in tax expense.
The
Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision
for income taxes. As of December 31, 2018, and 2017, the Company had no accrued interest or penalties related to uncertain tax
positions.
Concentrations of Credit Risk and Financial Instruments
Financial instruments
that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable.
The
Company’s cash balances are placed at financial institutions, which at times, may exceed federally insured limits. Generally,
these deposits may be redeemed upon demand and, therefore, bear minimal risk. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant risk on cash.
Basic and Diluted Loss per Share
The Company computes
loss per share in accordance with ASC 260 - Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings
per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net loss
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method
and convertible notes payable using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect
is antidilutive. During periods of net loss, all common stock equivalents are excluded from the diluted EPS calculation because
they are antidilutive.
As of December 31,
2018, the Company has common stock equivalents related to options and warrants outstanding to acquire 26,553,333 shares of
the Company’s common stock and convertible notes payable which convert into 26,070,500 shares of common stock.
Recent Accounting Pronouncements
In February 2016,
the FASB issued ASU 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all
leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a
dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model,
but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback
guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective
for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the
effects it may have on the Company’s financial statements.
In November 2016, the FASB issued ASU 2016-18,
“Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash,
cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective
for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. Management
evaluated ASU 2016-18 and determined that the adoption of this new accounting standard did not have a material impact on the Company’s
consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07,
"Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which modifies
the accounting for share-based payment awards issued to nonemployees to largely align it with the accounting for share-based payment
awards issued to employees. ASU 2018-07 is effective for us for annual periods beginning January 1, 2019. We do not expect the
adoption of the standard will impact our financial position or results of operations.
In August 2018, the FASB issued ASU 2018-15,
"Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs
Incurred in a Cloud Computing Arrangement That Is a Service Contract," which allows for the capitalization of certain implementation
costs incurred in a hosting arrangement that is a service contract. ASU 2018-15 allows for either retrospective adoption or prospective
adoption to all implementation costs incurred after the date of adoption. ASU 2018-15 is effective for us for annual periods beginning
January 1, 2020. We are currently evaluating the impact the adoption of this new standard will have on our financial position and
results of operations.
The Company has
evaluated all other recent accounting pronouncements, and believes that none of them will have a material effect on the Company's
financial position, results of operations or cash flows.
|
3.
|
GLOBE PHOTOS ASSET PURCHASE AGREEMENT
|
On July 22, 2015, the
Company entered into an Asset Purchase Agreement with Globe Photos, Inc. (“Globe”), a New York corporation, to purchase
of substantially all of the assets of Globe, which principally comprises of photographer contracts granting the Company the right
to exploit copyrights, digital and tangible photographs, and related copyrights and trademarks, of Globe Photos ( Globe Photos
Assets) for total purchase price of $400,000 payable in $250,000 cash and $150,000 payable in the common stock of the Company.
Per the agreement,
$180,000 in cash was held in reserve by the Company against Globe’s full performance and compliance with all terms of the
agreement. This amount is to be released to Globe at the rate of $10,000 per month beginning August 22, 2015. As of December 31,
2018, and 2017, the total reserve payable to Globe Photos, Inc. is $10,000.
The Agreement called for the
Common stock to be transferred to Globe sixty (60) days after closing subject to satisfaction of successful termination of certain
subagent agreements by Globe. Globe retained these certain subagent agreements but was not able to successfully terminate these
agreements. As such, the amount payable in common stock of the Company was reduced by $30,000, thereby reducing the total purchase
price of the assets acquired from $400,000 to $370,000. Under the terms of the Agreement the Company issued 352,941 shares of its
common stock based on the closing price of the Company’s common shares as traded on the OTC market on the measurement date
July 22, 2015 of $0.34 per share for a total of $120,000.
The Company evaluated the
Asset Purchase Agreement in accordance with ASC 805 – Business Combinations which notes the threshold requirements of a business
combination that includes the expanded definition of a “business” and defines elements that are to be present to be
determined whether an acquisition of a business occurred. No “activities” of Globe were acquired. Instead, the Company
obtained control of a set of inputs (the acquired assets). Thus, the Company determined agreement is an acquisition of assets,
not an acquisition of a business in accordance with ASC 805. The total purchase price of $370,000 in connection with the assets
acquired is included in archival images, and property and equipment, net, in the consolidated balance sheets.
As a form of liquidity
protection, Globe shall have limited put Warrants in connection with the common stock beginning eighteen (18) months after the
closing date, whereas the Company shall have up to fifteen (15) successive monthly Warrants , with no less than thirty (30) days’
notice for each, which requires the Company to repurchase from Globe up to 1/15th of the shares of common stock in Globe’s
possession that were granted in connection with the agreement, at a price per share equity to the market price per share ($0.34)
on the effective date of the original share transfer to Globe. The exercise of any put option is not conditioned upon exercise
of any prior put option. Beginning in January 2017, Globe exercised its option and elected to sell 1/15th of the shares of common
stock for $8,000 per month. As of December 31, 2018, the Company has repurchased 352,941 shares from Globe for cash payments of
$120,000.
|
4.
|
PROPERTY AND EQUIPMENT, NET
|
Property and equipment as of December 31, 2018 and
2017 comprise of the following:
|
|
December 31,
|
|
|
Estimated
|
|
|
|
2018
|
|
|
2017
|
|
|
Useful Lives
|
|
Frank Worth Collection
|
|
$
|
2,770,000
|
|
|
$
|
2,770,000
|
|
|
10 years
|
|
Other archival images
|
|
|
4,576,768
|
|
|
|
939,343
|
|
|
5-10 years
|
|
Leasehold improvements
|
|
|
12,446
|
|
|
|
12,446
|
|
|
7 years
|
|
Computer and other equipment
|
|
|
72,687
|
|
|
|
72,687
|
|
|
3 – 5 years
|
|
Furniture and fixtures
|
|
|
83,666
|
|
|
|
83,666
|
|
|
7 years
|
|
|
|
|
7,515,567
|
|
|
|
3,878,142
|
|
|
|
|
Less accumulated deprecation
|
|
|
(1,981,887
|
)
|
|
|
(1
384,918)
|
|
|
|
|
Total property and equipment, net
|
|
$
|
5,533,680
|
|
|
$
|
2,493,224
|
|
|
|
|
Depreciation expense
for the years ended December 31, 2018 and 2017 was $596,969 and $407,746, respectively.
|
5.
|
PHOTO FILE ASSET PURCHASE AGREEMENT
|
On October 11, 2018,
the Company entered into a definitive Asset Purchase Agreement with Photo File, Inc., a New York corporation along with it related
entity Sportophotos.com and Charles Singer, its CEO and principal shareholder (collectively, the “Seller”) wherein
the Company acquired certain assets and assumed certain liabilities of the Seller in exchange for $2,000,000. In connection with
the agreement, the Company paid $1,515,000 to the Seller as of December 31, 2018 toward the purchase price of the Asset Purchase
Agreement. The final payment of $485,000 which was due was recorded as a payable to Photo file, Inc. as of December 31, 2018 in
the consolidated balance sheet.
As additional consideration the seller also received
the following
|
·
|
A royalty to Seller that commences upon the initial $6,000,000 in sales from the Nevada subsidiary, with a fair value of $4,279,000.
|
|
·
|
10% interest in the Nevada subsidiary that we have formed to house the assets
|
Additionally, the seller has the endeavor to sell its Vintage
Photographic Collection over time after Closing. If at the completion of the sale of the Vintage Photographic Collection, proceeds
from net sales but before any expenses other than commissions are less than $2,000,000, the Company will pay the difference between
the proceeds and $2,000,000 within 30 days. Any proceeds above $2,000,000 will be divided equally between Seller and the Company
with the Seller will remitting 50% of the net proceeds after expenses of those sales within 30 days of their receipt. As of December
31, 2018, the Company has recorded the entire $2,000,000 as a contingent purchase consideration.
The transaction was deemed to be an acquisition
of a business and was accounted for under the acquisition method of accounting in accordance with the guidance in ASC 805 - “Business
Combinations”.
The following table summarizes the acquisition
date fair value of the consideration paid, identifiable assets acquired and liabilities assumed.
Cash
|
|
|
2,000,000
|
|
10% Interest in sub
|
|
|
2,750,000
|
|
Royalty payments
|
|
|
4,279,000
|
|
Contingent consideration
|
|
|
2,000,000
|
|
Total Purchase Price
|
|
|
11,029,000
|
|
|
|
|
|
|
Accounts Receivable
|
|
|
313,257
|
|
Other assets
|
|
|
–
|
|
Memorabilia
|
|
|
3,600,000
|
|
Copyright Image library
|
|
|
4,100,000
|
|
Trade name
|
|
|
340,000
|
|
Non-Compete agreement
|
|
|
90,000
|
|
Outbound license agreement
|
|
|
9,000,000
|
|
Customer relationships
|
|
|
2,330,000
|
|
Total Identifiable assets
|
|
|
19,773,257
|
|
|
|
|
|
|
Liabilities
|
|
$
|
(1,447,491
|
)
|
Total liabilities assumed
|
|
$
|
(1,447,491
|
)
|
|
|
|
|
|
Total net assets
|
|
$
|
18,325,766
|
|
|
|
|
|
|
Total bargain purchase gain
|
|
$
|
(7,296,766
|
)
|
Pro Forma
The following table below shows the unaudited
pro-forma information which assumes that the acquisition had been completed as of January 1, 2017.
|
|
For the years ended
|
|
|
|
December 31, 2018
|
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
7,871,458
|
|
|
|
7,632,707
|
|
Cost of revenue
|
|
|
5,638,308
|
|
|
|
4,786,126
|
|
Gross margin
|
|
|
2,233,150
|
|
|
|
2,846,581
|
|
Total operating expenses
|
|
|
8,232,369
|
|
|
|
4,654,091
|
|
Other income (expenses)
|
|
|
4,392,739
|
|
|
|
(109,288
|
)
|
Net loss
|
|
|
(1,606,480
|
)
|
|
|
(1,916,798
|
)
|
|
6.
|
INTANGIBLE ASSETS, NET
|
|
|
December 31, 2018
|
|
|
|
|
|
December 31, 2017
|
|
|
|
|
|
|
Gross Carrying
Amount
|
|
|
Accumulated Amortization
|
|
|
Net book value
|
|
|
Gross Carrying
Amount
|
|
|
Accumulated Amortization
|
|
|
Net book value
|
|
Intangible assets with determinable lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Content provider
and photographic agreements
|
|
$
|
400,000
|
|
|
$
|
140,000
|
|
|
$
|
260,000
|
|
|
$
|
400,000
|
|
|
$
|
100,000
|
|
|
$
|
300,000
|
|
Copyrights
|
|
|
35,000
|
|
|
|
12,250
|
|
|
|
22,750
|
|
|
|
35,000
|
|
|
|
8,750
|
|
|
|
26,250
|
|
Copyrighted Image Library
|
|
|
4,100,000
|
|
|
|
102,500
|
|
|
|
3,997,500
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Non-Compete and Non-Solicitation
Covenants
|
|
|
90,000
|
|
|
|
7,500
|
|
|
|
82,500
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Trade name
|
|
|
340,000
|
|
|
|
–
|
|
|
|
340,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
License agreements
|
|
|
9,000,000
|
|
|
|
150,000
|
|
|
|
8,850,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Customer relationships
|
|
|
2,330,000
|
|
|
|
116,500
|
|
|
|
2,213,500
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Total
|
|
$
|
16,295,000
|
|
|
$
|
528,750
|
|
|
$
|
15,766,250
|
|
|
$
|
435,000
|
|
|
$
|
108,750
|
|
|
$
|
326,250
|
|
Total amortization
expense for the twelve months ended December 31, 2018 and 2017 was $420,000 and $43,500, respectively and is included in cost
of sales in the consolidated statements of operations. Estimated amortization expense over the next five years is $1,629,500 per
year.
On September 28, 2015,
the Company entered into a promissory note agreement for working capital purposes with an unrelated party for total proceeds of
$150,000. Interest accrues at the rate of 10% per annum and is payable monthly beginning October 28, 2015. The note matured on
September 28, 2016. Effective September 28, 2016, the note was extended to March 31, 2017 and is secured by approximately 240,000
vintage photographs. The note was further extended to July 31, 2017 and then to December 31, 2017. Effective March 30, 2018, the
note was extended to June 30, 2018. Effective June 30, 2018 the note was extended to August 31, 2018. During the year ended December
31, 2018, the Company made a payment of $150,000 to settle principal balance of the note.
On April 1, 2016,
the Company entered into an unsecured promissory note agreement with unrelated parties for working capital purposes for total
proceeds of $25,000. The promissory notes matured on December 1, 2017 and on March 30, 2018 was extended through June 30, 2018
and on June 30, 2018 was further extended to December 31, 2018, and on December 31, 2018, the note was further extended to June
30, 2019. The notes bear interest at the rate of 6% per annum. Accrued interest payable due under the unsecured note agreement
was $4,130 and $2,630 as of December 31, 2018 and 2017, respectively.
On April
7, 2016, an unrelated party advanced the Company $75,000 plus an original issue discount of $25,000 for the purchase of a Marilyn
Monroe archive. The advance is secured by the archive for which it was used and is to be repaid on or before April 7, 2017. As
of May 3, 2017, the note was extended to December 31, 2017; on March 28, 2018, the note was extended to June 30, 2018; and on June
30, 2018, the note was further extended to September 30, 2018. The Company has agreed to pay 50% of the proceeds derived from the
Marilyn Monroe archives up to a guaranteed total of $100,000. Once the $100,000 is paid, the Company has no further obligations.
As of December 31, 2018 and 2017, a balance of $0 and $20,000 remains outstanding, respectively.
On December
20, 2017, the Company entered into an on demand unsecured note with an unrelated party for working capital purposes for total proceeds
of $10,000. As of December 31, 2018 and 2017, the note was still outstanding.
On April 13, 2018,
the Company entered into an unsecured promissory note agreement with an unrelated party for total proceeds of $150,000 of which
is still outstanding as of December 31, 2018. The note is due upon demand and carried an interest rate of 15% and is guaranteed
by a shareholder and director of the Company. Accrued interest payable due under the unsecured note agreement was $22,500 and
$0 as of December 31, 2018 and 2017, respectively.
The
Company evaluated the modification of the notes resulting from the extensions in maturity dates under ASC 470-50 and determined
that the modifications were not considered substantial and would not qualify for extinguishment accounting under such guidance.
From July 2018
to December 31, 2018, we issued convertible promissory notes in the aggregate principal amount of $2,782,050 to several accredited
investors through a private placement. This includes the convertible note of $50,000 issued to settle an existing accounts payable.
The convertible notes bear interest at a rate of 10% per annum, mature on April 30, 2019 and are secured by certain archival images
owned by the Company. The notes and accrued interest are convertible at the option of the noteholder into our common stock at $0.10
per share but will mandatorily convert to common stock at the same price upon an up list to a national exchange and will have piggyback
registration rights to register the shares of common stock underlying the conversion of the notes.
The Company evaluated
the convertible debentures under ASC 470-20 and recognized a debt discount of $2,456,704 related to the beneficial conversion feature
(“BCF”) with a corresponding credit to additional paid-in capital. The debt discount is being accreted to interest
expense over the term of the notes.
As part of the private
placement, the Company paid a consultant financing fees equivalent to 12% of the gross proceeds received from the issuance of convertible
notes or $325,346 which was recorded as a debt discount and accreted to interest expense over the term of the notes. The Company
is also required to issue an equity fee in the form of warrants with an exercise price of $0.10 per share equivalent to 10% of
amounts raised. Likewise, upon receipt of $1.5 million proceeds from the financing, the Company is also required to issue 1 million
warrants with an exercise price of $0.10 per share as a milestone bonus for reaching financing milestones goals. As of December
31, 2018, the Company has issued 6,500,000 warrants valued at $1,300,126 related to the equity fee and milestone bonuses.
During the year ended
December 31, 2018, the Company recorded interest expense of $2,019,203 of which $1,389,163 was related to the accretion of the
debt discount and financing cost. As of December 31, 2018, the convertible notes are shown net of unamortized debt discount and
financing cost of $1,392,887.
On
August 16, 2018, we issued a convertible promissory note with a principal amount of $500,000 to a company managed by one of our
former directors. The note bear interest at a rate of 10% per annum, mature on April 30, 2019 and is secured by certain archival
images owned by the Company. The note and accrued interest are convertible at the option of the noteholder into our common stock
at $0.10 per share but will mandatorily convert to common stock at the same price upon an up list to a national exchange and will
have piggyback registration rights to register the shares of common stock underlying the conversion of the notes. As of December 31, 2018, this note is showing as
Convertible
Notes - related party, net of debt discount
.
The
Company evaluated the convertible debentures under ASC 470-20 and recognized a debt discount of $500,000 related to the BCF with
a corresponding credit to additional paid-in capital. The debt discount is being accreted to interest expense over the term of
the note.
During
the year ended December 31, 2018, the Company recorded interest expense of $285,304 of which $266,537 was related to the accretion
of the debt discount. As of December 31, 2018, the convertible note is shown net of unamortized discount of $233,463.
|
9.
|
NOTES PAYABLE TO RELATED PARTIES
|
In December 2015, the
Company entered into a secured promissory note agreement with an unrelated party for working capital purposes for total proceeds
of $120,000. The note bears interest at the rate of 10% per annum and is payable on the 1st day of each month commencing in February
2016. On February 15, 2016, the Company entered into an additional promissory note agreement with the same unrelated party for
additional proceeds of $62,500 and under the same terms as the first note. As of December 31, 2018 and 2017, a balance of $162,500
on these two notes remains outstanding. Both notes are secured by certain inventory and archival images of the Company in the amount
of up to $200,000. Accrued interest payable due under the unsecured note agreement was $50,662 and $34,412 as of December 31, 2018
and 2017, respectively. The notes matured on December 31, 2017; however, on January 22, 2018, the outstanding balance on the notes
was purchased by a related party (ICONZ Art, LLC, beneficial interest shareholder) and the notes were extended to June 30, 2018
and on June 30, 2018 was extended indefinitely and will now be considered due on demand. All the accrued interest through the December
31, 2017, was still due to the original noteholder.
On April 5, 2016, the
Company entered into an unsecured promissory note agreement with unrelated parties for working capital purposes for total proceeds
of $50,000. The promissory notes matured in December 2017 and bear interest at the rate of 6% per annum. However, on January 22,
2018, the outstanding balance on the notes was purchased by a related party and the notes were extended to June 30, 2018 and on
June 30, 2018 was extended indefinitely and will now be considered due on demand. Accrued interest payable due under the unsecured
note agreement was $8,227 and $5,227 as of December 31, 2018 and 2017, respectively. All the accrued interest through the December
31, 2017, was still due to the original noteholder.
On August 1, 2013 the
Company entered into an unsecured promissory note agreement with a related party Dino Satallante for $100,000. The loan bears interest
at the rate of 5% per annum. During the year ended December 31, 2018, the Company made payment of $14,960. As of December 31, 2018
and 2017, $46,175 and $61,135 was outstanding under the unsecured promissory note agreement, respectively. Interest expense for
the year ended December 31, 2018 and 2017 was $2,309 and $3,057 respectively. The loan matured on July 14, 2014 and was extended
to July 31, 2016. Effective March 30, 2018, the note agreement was extended to June 30, 2018 and on June 30, 2018, the note was
further extended to December 31, 2018 and on February 11, 2019 the note was further extended to December 31, 2019.
Effective September
11, 2014 the Company entered into two separate unsecured promissory note agreements for $20,500 each with two related parties,
Dreamstar an entity owned and controlled by Sam Battistone, a Company officer and director and a principal shareholder, and Dino
Satallante, a beneficial interest shareholder of the Company, for working capital purposes. The loans bear interest at the rate
of 6% per annum. The loans matured on September 10, 2015 and were extended to December 31, 2016. In December 2016, both loans
were extended to December 31, 2017 and on March 30, 2018, the notes were extended to June 30, 2018 and on June 30, 2018, one of
the note was further extended to December 31, 2018, and on February 11, 2019 the note was further extended to December 31, 2019.
The outstanding balance on the note issued to Dreamstar was fully paid during the year ended December 31, 2018. As of December
31, 2018, $20,500 and $0 was outstanding to Dino Satallante and Dreamstar, respectively. At December 31, 2017, $20,500 and $18,100
was outstanding to Dino Satallante and Dreamstar, respectively. Aggregate accrued interest in connection with the two unsecured
promissory note agreements for the year ended December 30, 2018 and 2017 was $5,386 and 5,584.
Effective
July 21, 2015, the Company entered into a promissory note agreement with a related party Dino Satallante, a beneficial interest
shareholder of the Company, for total proceeds of $160,000. The Company utilized $80,000 of the proceeds for payments due in connection
with the Globe Photo assets acquired. The remainder of the proceeds were used for working capital purposes. The note matured on
July 20, 2016, with monthly interest only payments commencing July 22, 2015. Interest accrues at the rate of 12% per annum. The
note is secured by the Globe Photo Assets. Total interest expense in connection with the secured promissory note agreement for
the years ended December 31, 2018 and 2017 is $19,200 and $19,200. Per the terms of the agreement the Company incurred loan fees
totaling $8,000 which was fully amortized in 2016. Effective March 30, 2018 the note was extended to June 30, 2018, and on June
30, 2018, the note was further extended to December 31, 2018,
a
nd on February 11, 2019 the
note was further extended to December 31, 2019.
On April 4, 2016 the
Company entered into a secured promissory note agreement with Premier Collectibles, a beneficial interest shareholder for total
proceeds of $65,000 to be used for acquisition of archive agreement. The promissory note bears interest at the rate of 8% per annum,
is secured by the archive collection which the proceeds were used and matured on April 1, 2017. On March 30, 2018, the note was
extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now be considered due on demand. Interest expense
on the note was $5,200 for both the years ended December 31, 2018 and 2017.
On April 15, 2016,
the Company entered into an unsecured promissory note agreement with Sean Goodchild, a beneficial interest shareholder, for total
proceeds of $50,000. The promissory note bears interest at the rate of 6% per annum and matures on December 15, 2017, however,
on January 22, 2018, the outstanding balance on the notes was purchased by another related party (ICONZ Art, LLC, beneficial interest
shareholder) and the notes were extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now be considered
due on demand. Interest expense was $3,000 for both the years ended December 31, 2018 and 2017, respectively. All the accrued interest
through the December 31, 2017, was still due to the original noteholder.
On October 3, 2016,
the Company entered into an unsecured promissory note agreement with Sean Goodchild, a beneficial interest shareholder, for total
proceeds of $50,000. The promissory note bears interest at the rate of 6% per annum and matures on December 31, 2017, however,
on January 22, 2018, the outstanding balance on the notes was purchased by another related party (ICONZ Art, LLC, beneficial interest
shareholder) and the notes were extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now be considered
due on demand. Interest expense was $3,000 for both the years ended December 31, 2018 and 2017.
On December 2, 2016,
the Company entered into an unsecured promissory note agreement with Sean Goodchild, a beneficial interest shareholder, for total
proceeds of $31,500. The promissory note bears interest at the rate of 6% per annum and matures on December 31, 2017, however,
on January 22, 2018, the outstanding balance on the notes was purchased by another related party (ICONZ Art, LLC, beneficial interest
shareholder) and the notes were extended to June 30, 2018 and on June 30, 2018 was extended indefinitely and will now be considered
due on demand. Interest expense was $1,890 for both the years ended December 31, 2018 and 2017, respectively.
The
Company evaluated the modification of the notes resulting from the extensions in maturity dates under ASC 470-50 and determined
that the modifications were not considered substantial and would not qualify for extinguishment accounting under such guidance.
|
10.
|
RELATED PARTY TRANSACTIONS
|
Due From/To Related Parties
The following
table summarizes amounts due to related parties for expenses paid for on the behalf of the Company as of December 31, 2018 and
2017. The amounts due are non-interest bearing and due upon demand. These amounts have been included in the consolidated balance
sheets as current liabilities due to related parties, respectively.
|
|
|
December 31,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
Due to related parties:
|
|
|
|
|
|
|
|
|
ICONZ Art, LLC, beneficial interest shareholder
|
|
$
|
259,392
|
|
|
$
|
119,081
|
|
MSN Holding Co., beneficial interest shareholder
|
|
|
12,947
|
|
|
|
12,947
|
|
Premier Collectibles, beneficial interest shareholder
|
|
|
15,085
|
|
|
|
15,085
|
|
Total due to related parties
|
|
$
|
287,455
|
|
|
$
|
147,113
|
|
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
Proceeds from Auctions of Royalty Rights
On March 8, 2016, the
Company entered into a Listing Agreement with Royalty Network, LLC, doing business as Royalty Exchange for auction of a 50% ownership
of photographic copyrights of certain celebrity archival images owned by the Company. In addition, the sale also assigns the winning
bidder the right to receive 50% of the future share of income derived from the assigned images.
During 2016, the Company received gross
proceeds of $396,000, less 12.5% auction broker fee, from five separate auctions of these rights. The Company retains all exclusive
licensing authority over the images and may exercise a buyback option to buy back the 50% ownership of the rights for two times
the original auction proceeds over a period ranging from 1 to 2 years.
The Company accounted
for the 50% profit consideration for the above agreement in accordance with ASC 470-10-25 and 470-10-35 which requires amounts
recorded as debt to be amortized under the interest method as described in ASC 835-30, Interest Method. The Company determined
an effective interest rate based on future expected cash flows to be paid to the loan holders. This rate represents the discount
rate that equates estimated cash flows with the initial proceeds received from the loan holders and is used to compute the amount
of interest to be recognized each period. Estimating the future cash outflows under this agreement requires the Company to make
certain estimates and assumptions about future revenues and such estimates are subject to significant variability. Therefore, the
estimates are likely to change which may result in future adjustments to the accretion of the interest expense and the amortized
cost based carrying value of the related loans.
Accordingly, the Company
has estimated the cash flows associated with the images and determined a discount of $151,316 which is being accounted as interest
expense over a 10-year estimated life of the asset based on expected future revenue streams. For the year ended December 31, 2018
and 2017, interest expense related to these loans amounted to $14,781 and $21,028, respectively, which has been included in interest
expense and a corresponding increase in loans payable. During the years ended December 31, 2018 and 2017, the Company made payments
of $96,801 and $7,041 to the loan holders, respectively. As of December 31, 2018, loan payable net of unamortized debt discount
amounted $481,785.
Asset purchase agreements
On March 3, 2017, the
Company entered into an agreement to sell 20% of its ownership in a certain photographic archive asset for $200,000. As part of
the agreement the buyer received preferential distributions of their entire purchase price of the asset. If, however the entire
purchase price is not paid back after 24 months then all net revenues from the Company will be paid to the buyer until the full
purchase price has been paid. On March 30, 2018, the Company entered into an addendum to the agreement to remove the preferential
distributions clause from the agreement. Additionally, on May 1, 2018, the Company entered into a second addendum to the agreement
whereby the Company agreed to repay the seller the total purchase price of $200,000 and 1,000,000 shares of common stock within
120 days of the effective date of the agreement. The Company valued the 1,000,000 shares at $100,000 as of the agreement date and
recorded the value as interest expense during the year ended December 31, 2018.
The Company accounted for the above transaction as debt and
recognized the amount received as a loan payable. As of December 31, 2018, other debt, net of unamortized debt discount amounted
to $200,000.
On July 21, 2017,
the Company entered into an agreement to sell 25% of its ownership in a certain photographic archive asset for $175,000. As part
of the agreement the buyer received preferential distributions of their entire purchase price of the asset plus a 30% return.
If, however the entire purchase price is not paid back after 24 months then all net revenues from the Company will be paid to
the buyer until the full purchase price plus a 30% return has been paid. During the year ended December 31, 2018, the Company
entered into an addendum to the agreement to remove the preferential distributions clause from the agreement. As such, the Company
has reclassified the debt to revenue for the year ended December 31, 2018.
License Agreements
Effective June 1, 2016 the Company entered
into three separate non-exclusive license agreements use of licensed images and trademarks through December 31, 2019. Under the
terms of the agreements, the Company is required to pay royalties of 10% on net sales. The agreements call for combined annual
guaranteed minimum royalties per year of $150,000 based on combined minimum sales of $1,500,000 per year. As of December 31, 2018,
the Company has paid $75,000 toward the guaranteed royalties.
With the acquisition
of the assets of Photo File, Inc we acquired multiple license agreement with royalty rates rating between 6 – 16% and terms
extending through December 31, 2021. As of December 31, 2018, the Company has paid $355,575 in royalty expenses associated with
these agreements which has been included in cost of sales.
Operating Lease Agreements
On September 6, 2012
the Company entered into a 25-month operating lease agreement for approximately 4,606 square foot warehouse and office facilities
located in Las Vegas, NV. Monthly base rent due under the agreement is $3,270, plus common area maintenance fees. The agreement
calls for 3% annual increase in base rental payments. On October 10, 2014, the Company entered into a First Amendment to Lease
agreement extending the lease term for 60-months, beginning November 1, 2014. All other terms of the agreement remain unchanged.
The Company leases various corporate housing from unrelated
third parties for terms that range from month-to-month to one year. The Company also rents office space on a month-to-month basis
in New York at rate of $850 per month.
As part of our acquisition
of Photo File, while we did not assume the lease we assumed its existing lease payments as follows: we will pay 100% of the lease
payments through December 31, 2018, and after December 31, 2018 we will pay 50% of the lease until the end of the lease term or
until the lease may be terminated.
Photo File's 43,000
square foot leased facility, located in Mount Kisco, NY. On January 30, 2007, Photo File signed a twelve year and nine-month lease,
expiring on March 1, 2020, for approximately 43,000 square feet of office and warehouse space with rent starting at $41,988 per
month with annual increases of 2% per year.
Total rent expense
for the year ended December 31, 2018 and 2017 was $238,238 and $54,076, respectively, in connection with the operating lease agreements.
Future minimum lease
payments are below:
2019
|
|
|
62,922
|
|
2020
|
|
|
65,793
|
|
2021
|
|
|
20,354
|
|
Total
|
|
|
149,069
|
|
Preferred Stock
The Company is authorized
to issue up to 50,000,000 shares of preferred stock authorized with a par value of $0.0001. The Board of Directors is authorized,
subject to any limitations prescribed by law, without further vote or action by the Company’s stockholders, to issue from
time to time shares of preferred stock in one or more series. Each series of preferred stock will have such number of shares,
designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by
the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, and conversion
rights. As of December 31, 2018 and 2017, there were no shares of Preferred Stock issued and outstanding.
Common Stock
The Company is authorized to issue up to 450,000,000
shares of common stock with a par value of $0.0001. As of December 31, 2018, and 2017, there were 326,428,583 and 325,570,524 shares
of common stock issued and outstanding, respectively.
During the year ended
December 30, 2018, the Company repurchased 94,118 shares of common stock for $32,000 related to the Globe Photos Asset Purchase
Agreement entered on July 22, 2015.
As of December 31,
2018, the Company has repurchased 351,941 shares from Globe for cash payments of $120,000
During the year ended
December 31, 2018, the Company in connection with a consulting agreement issued 1,000,000 shares of common stock for $25,000.
On October 11, 2018,
the Company issued 210,000 shares of common stock valued at $23,100 for the settlement of consulting fees.
STOCK WARRANTS
On December 17, 2018,
we granted 6,500,000 2-year warrants to various individuals in relation to our debt offering with exercise prices of $0.10 valued
at $1,300,126 for services. The warrants above were valued using the Black-Scholes option pricing model. Assumptions used in the
valuation include the following: a) market value of stock on measurement date of $0.21; b) risk-free rate of 2.72%; c) volatility
factor of 359.82%; d) dividend yield of 0%
The following is a summary of
stock warrant activity during the year ended December 31, 2018.
|
|
|
Number
of Shares
|
|
|
|
Weighted
Average Exercise Price
|
Balance, December 31, 2017
|
|
|
–
|
|
|
$
|
–
|
Warrants granted and assumed
|
|
|
6,500,000
|
|
|
$
|
0.10
|
Warrants expired
|
|
|
–
|
|
|
|
–
|
Warrants canceled
|
|
|
–
|
|
|
|
–
|
Warrants exercised
|
|
|
–
|
|
|
|
–
|
Balance outstanding, December 31, 2018
|
|
|
6,500,000
|
|
|
$
|
0.10
|
Balance exercisable, December 31, 2018
|
|
|
6,500,000
|
|
|
$
|
0.10
|
As of December 31, 2018, the
outstanding warrants have a weighted average remaining term of was 1.95 years and an intrinsic value of $845,000.
STOCK OPTIONS
The following is a summary of stock option activity
during the year ended December 31, 2018:
On June 1, 2018, the
Company granted 2,183,333, 10-year stock Options of which 2,083,333 was in lieu of common stock with exercise prices of $0.01 valued
at $327,488 for services and settlement of $104,167 in accrued liabilities. The difference between the fair value of the Options
and accrued liability was recorded as a loss on settlement of accrued liability in the amount of $208,322 during the year ended
December 31, 2018. The Options were valued using the Black-Scholes option pricing model. Assumptions used in the valuation include
the following: a) market value of stock on measurement date of $0.15; b) risk-free rate of 2.89%; c) volatility factor of 238%;
d) dividend yield of 0%
On October 24, 2018, we granted Shamar
Tobias, our Chief Financial Officer 2,000,000 five-year stock Options at an exercise price of $0.10 per share valued $297,715.
500,000 option shares are vested on the date of grant and 500,000 option shares vest every six months of service thereafter up
to the maximum of 2,000,000 option shares.
On November 15, 2018, we
granted Daniel DiEdwardo our Chief Operating Officer 5,250,000 ten-year option to purchase at an exercise price of $0.05 per share
valued at $577,500. The option is 100% vested on issuance.
On November 15, 2018, we
granted Scott Black our Chief Legal Officer 7,500,000 ten-year option to purchase at an exercise price of $0.05 per share valued
at $825,000. The option is 100% vested on issuance.
On December 30, 2018,
we granted, 3,000,000 5-year cashless Options to our investor relations firm with an exercise price of $0.20 valued at $744,501
for services.
As of the December
31, 2018, we had total expense related to the issuance of stock option of $1,492,499. The options above were valued using the
Black-Scholes option pricing model. Assumptions used in the valuation include the following: a) market value of stock on measurement
date of $0.11- $0.25; b) risk-free rate of 2.65 – 3.11%; c) volatility factor of 227-314%; d) dividend yield of 0%.
Summary of option
activity as of December 31, 2018 is presented below:
|
|
|
Number of Shares
|
|
|
|
Weighted
Average
Exercise
Price
|
|
Balance, December 31, 2016
|
|
|
–
|
|
|
|
–
|
|
Options granted and assumed
|
|
|
100,000
|
|
|
$
|
0.10
|
|
Options expired
|
|
|
–
|
|
|
|
–
|
|
Options canceled
|
|
|
–
|
|
|
|
–
|
|
Options exercised
|
|
|
–
|
|
|
|
–
|
|
Balance, December 31, 2017
|
|
|
100,000
|
|
|
$
|
0.10
|
|
Options granted and assumed
|
|
|
19,933,333
|
|
|
$
|
0.02
|
|
Options expired
|
|
|
–
|
|
|
|
–
|
|
Options canceled
|
|
|
–
|
|
|
|
–
|
|
Options exercised
|
|
|
–
|
|
|
|
–
|
|
Balance exercisable, December 31, 2018
|
|
|
15,533,333
|
|
|
$
|
0.07
|
|
As of December 31, 2018, the
outstanding options have a weighted average remaining term of was 8.55 years and an intrinsic value of $3,138,333.
Significant components of the
Company’s deferred tax assets and liabilities for federal and state income taxes as of December 31, 2018 and 2017 are as
follows:
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss
|
|
$
|
1,051,000
|
|
|
$
|
766,000
|
|
Provisions and accrued liabilities
|
|
|
–
|
|
|
|
29,000
|
|
Deferred tax liabilities:
|
Total deferred tax asset
|
|
|
1,051,000
|
|
|
|
795,000
|
|
|
|
|
|
|
|
|
|
|
Less valuation allowance
|
|
|
(1,051,000
|
)
|
|
|
(795,000
|
)
|
Net deferred tax asset
|
|
$
|
–
|
|
|
$
|
–
|
|
As of December 31,
2018 and 2017, the Company had gross federal net operating loss carryforwards of approximately $5,005,458 and $2,538,208, respectively.
The Company expects the limitation placed on the federal net operating loss carryforwards prior to the ownership change will likely
expire unused. As of December 31, 2018, all tax years are open for examination by the taxing authorities.
Due to the enactment of the Tax Reform Act of 2017, the corporate
tax rate for those tax years beginning with 2018 has been reduced to 21%.
Subsequent to December
31, 2018, the Company issued additional convertible notes to accredited investors totaling to $521,030. The notes mature on April
30, 2019, bear interest at the rate of 10% per annum, and are convertible along with accrued interest at $0.10 per share at the
option of the note holders. In connection with the private placement, the Company paid a consultant fees of $84,106.
On February 22, 2019,
the Company entered into an asset purchase agreement to purchase various images, prints, slides, negatives, and transparencies
for $100,000. Additionally, the Company assumed the lease where the assets are located at a cost of approx. $10,500 per year and
agreed to pay a 10% royalty on all reproduction print sold.
On February 19, 2019
the Company extended the operating lease agreement for the lease originally entered into September 6, 2012 for an additional 24
months.
|