Quarterly Report (10-q)

Date : 09/10/2019 @ 9:07PM
Source : Edgar (US Regulatory)
Stock : Verus International, Inc. (QB) (VRUS)
Quote : 0.0209  0.0 (0.00%) @ 5:55PM

Quarterly Report (10-q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended July 31, 2019

 

Or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from _______________________ to ___________________

 

Commission File Number 001-34106

 

VERUS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   11-3820796
(State of incorporation)   (I.R.S. Employer Identification No.)
     

9841 Washingtonian Blvd #390

Gaithersburg, MD

  20878
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (301) 329-2700

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 the filing requirements for the past 90 days.

[X] Yes [  ] No

 

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).

[X] Yes [  ] No

 

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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [X] Smaller reporting company [X]
  Emerging growth company [X]

 

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. [  ]

 

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

 

As of September 6, 2019 there were 2,292,869,253 shares of the issuer’s common stock, $0.000001 par value per share, issued.

 

 

 

 
 

 

Verus International, Inc.

Form 10-Q

 

Table of Contents

 

    Page
PART I – FINANCIAL INFORMATION  
Item 1. Condensed Consolidated Unaudited Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
Item 3. Quantitative and Qualitative Disclosures About Market Risk 26
Item 4. Controls and Procedures 26
     
PART II – OTHER INFORMATION 27
Item 1. Legal Proceedings 27
Item 1A. Risk Factors 27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27
Item 3. Defaults Upon Senior Securities 27
Item 5. Other Information 27
Item 6. Exhibits 27
     
SIGNATURES 28

 

1
 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact could be deemed forward-looking statements. Statements that include words such as “may,” “will,” “might,” “projects,” “expects,” “plans,” “believes,” “anticipates,” “targets,” “intends,” “hopes,” “aims,” “can,” “should,” “could,” “would,” “goal,” “potential,” “approximately,” “estimate,” “pro forma,” “continue” or “pursue” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. For example, forward-looking statements include any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing.

 

These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and the other documents referred to and relate to a variety of matters, including, but not limited to, other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should not be relied upon as predictions of future events and Verus International, Inc. (the “Company”) cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. Furthermore, if such forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified timeframe, or at all.

 

These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018, filed with the SEC on March 19, 2019 and elsewhere in this Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law.

 

2
 

 

VERUS INTERNATIONAL, INC.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

FOR THE THREE AND NINE MONTH PERIOD ENDED JULY 31, 2019

 

TABLE OF CONTENTS

 

  PAGE
   
Condensed Consolidated  Unaudited Financial Statements:  
   
Consolidated Unaudited Balance Sheets 4
   
Consolidated Unaudited Statements of Operations 5
   
Consolidated Unaudited Statement of Changes in Stockholders’ Deficit 6
   
Consolidated Unaudited Statements of Cash Flows 7
   
Condensed Notes to Consolidated Unaudited Financial Statements 9

 

3
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Verus International, Inc.

Consolidated Balance Sheets

 

    July 31, 2019     October 31, 2018  
    (Unaudited)        
Assets                
Current Assets                
Cash   $ 408,404     $ 28,554  
Accounts receivable, net     2,721,877       1,246,301  
Inventory     566,666       90,589  
Prepaid expenses     133,989       12,412  
Other assets     8,629       8,629  
Total Current Assets     3,839,565       1,386,485  
Property and equipment, net     15,794       15,622  
Intangible asset - license, net     326,894       -  
Total Assets   $ 4,182,253     $ 1,402,107  
                 
Liabilities and Stockholders’ Deficit                
Current Liabilities                
Accounts payable and accrued expenses   $ 2,826,052     $ 642,739  
Interest payable     107,360       257,170  
Due to former officer     1,801       33,301  
Notes payable     530,000       530,000  
Convertible notes payable, net     1,074,038       1,497,126  
Total Current Liabilities     4,539,251       2,960,336  
                 
Commitments and Contingencies (Note 9)                
                 
Stockholders’ Deficit                
Series A convertible preferred stock, $0.001 par value; 120,000,000 shares authorized and 44,570,101 shares issued and outstanding at July 31, 2019 and October 31, 2018     44,570       44,570  
                 
Series B convertible preferred stock, $0.001 par value; 1,000,000 shares authorized and no shares issued and outstanding at July 31, 2019 and October 31, 2018     -       -  
                 
Series C convertible preferred stock, $0.001 par value; 1,000,000 shares authorized and 430,801 and 160,000 shares issued and outstanding at July 31, 2019 and October 31, 2018, respectively     431       160  
                 
Common stock, $0.000001 par value; 7,500,000,000 shares authorized and 2,290,449,898 and 1,500,000,000 shares issued at July 31, 2019 and October 31, 2018, respectively     2,291       1,500,000  
                 
Additional paid-in-capital     25,231,516       22,545,691  
Shares to be issued     2       456,090  
Accumulated deficit     (25,635,808 )     (26,104,740 )
Total Stockholders’ Deficit     (356,998 )     (1,558,229 )
Total Liabilities and Stockholders’ Deficit   $ 4,182,253     $ 1,402,107  

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

4
 

 

Verus International, Inc.

Consolidated Statements of Operations

(Unaudited)

 

    For the Three Months Ended     For the Nine Months Ended  
    July 31,     July 31,  
    2019     2018     2019     2018  
Revenue   $ 3,477,494     $ 1,371,445     $ 8,863,749     $ 3,605,889  
Cost of revenue     2,984,240       1,147,231       7,551,837       3,112,002  
Gross Profit     493,254       224,214       1,311,912       493,887  
Operating Expenses:                                
Salaries and benefits     145,248       55,347       335,886       382,437  
Stock-based compensation     899,666       -       1,190,240       -  
Selling and promotions expense     63,750       -       63,750       -  
Legal and professional fees     266,592       44,215       454,783       251,061  
General and administrative     386,832       231,999       817,133       450,547  
Total Operating Expenses     1,762,088       331,561       2,861,792       1,084,045  
Operating loss     (1,268,834 )     (112,017 )     (1,549,880 )     (590,158 )
Other (Expense) Income:                                
Interest expense     (39,330 )     (98,743 )     (187,852 )     (178,079 )
Loss on legal settlement     -       -       (199,489 )     -  
Initial derivative liability expense     -       -       (225,115 )     -  
Amortization of debt discount     (49,038     (4,670     (751,414 )     (15,000
Gain on extinguishment of debt     -       -       2,700,737       -  

Gain on convertible notes payable

settlement

    -       -       681,945       -  
Gain (loss) on legal settlement of accounts
payable and convertible notes payable
    -       92,577       -       (259,276 )
Default principal increase on convertible
notes payable
    -       (793,327 )     -       (793,327 )
Total Other (Expense) Income     (88,368 )     (804,163 )     2,018,812       (1,245,682 )
(Loss) Income from continuing operations before income taxes     (1,357,202 )     (911,510 )     468,932       (1,835,840 )
Income taxes     -       -       -       -  
(Loss) income from continuing operations     (1,357,202 )     (911,510 )     468,932       (1,835,840 )
Discontinued operations (Note 11)                                
Income from discontinued operations     -       200,570       -       332,110  
Net (loss) income   $ (1,357,202 )   $ (710,940 )   $ 468,932     $ (1,503,730 )
                                 
(Loss) income per common share:                                
(Loss) income from continuing operations per common share - basic   $ (0.00 )   $ (0.00 )   $ 0.00     $ (0.00 )
                                 
(Loss) income from continuing operations per common share - diluted   $ (0.00 )   $ (0.00 )   $ 0.00     $ (0.00 )
                                 
Income from discontinued operations per common share - basic   $ -     $ 0.00     $ -     $ 0.00  
                                 
Income from discontinued operations per common share - diluted   $ -     $ 0.00     $ -     $ 0.00  
                                 
(Loss) income per common share - basic   $ (0.00 )   $ (0.00 )   $ 0.00     $ (0.00 )
                                 
(Loss) income per common share - diluted   $ (0.00 )   $ (0.00 )   $ 0.00     $ (0.00 )
                                 
Weighted average shares outstanding – basic     2,088,996,855       827,585,586       1,702,884,541       486,333,398  
                                 
Weighted average shares outstanding – diluted     2,088,996,855       827,585,586       2,358,139,541       486,333,398  

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

5
 

 

Verus International, Inc.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Nine Months Ended July 31, 2019 and 2018

(Unaudited)

 

    Preferred
Stock A
    Preferred
Stock B
    Preferred
Stock C
    Common Stock     Additional
Paid-In
    Common Stock
to be
    Accumulated     Total
Stockholders’ Equity
 
    Shares     Par     Shares     Par     Shares     Par     Shares     Par     Capital     Issued     Deficit     (Deficit)  
Balance, October 31, 2018     44,570,101     $ 44,570       -     $ -       160,000     $ 160       1,500,000,000     $ 1,500,000     $ 22,545,691     $ 456,090     $ (26,104,740 )   $ (1,558,229 )
Shares issued under Exchange Agreement                                     295,801       296                       1,208                       1,504  
Net loss                                                                                     (338,478 )     (338,478 )
Balance, January 31, 2019     44,570,101     $ 44,570       -     $ -       455,801     $ 456       1,500,000,000     $ 1,500,000     $ 22,546,899     $ 456,090     $ (26,443,218 )   $ (1,895,204 )
Shares issued under Monaker Settlement                                                     152,029,899       152,030       304,060       (456,090 )             -  
Conversion of Preferred Stock C to Common Stock                                     (25,000 )     (25 )     2,500,000       2,500       (2,475 )                     -  
Shares to be issued under stock based compensation                                                                     138,170                       138,170  
Relative fair value of warrants issued with convertible promissory notes                                                                     697,611                       697,611  
Shares to be issued under conversion of convertible promissory notes                                                                     (2,483,866 )     1,458,244               (1,025,622 )
Reduction of par value of Common and Preferred Stock                                                             (1,652,875 )     1,652,875                       -  
Net income                                                                                     2,164,612       2,164,612  
Balance, April 30, 2019     44,570,101     $ 44,570       -     $ -       430,801     $ 431       1,654,529,899     $ 1,655     $ 22,853,274     $ 1,458,244     $ (24,278,606 )   $ 79,568  
Shares issued for sale of Common Stock                                                     41,666,666       42       499,958                       500,000  
Conversion of convertible promissory notes to Common Stock                                                     594,253,333       594       1,493,283       (1,458,244 )             35,633  
Shares to be issued under stock based compensation                                                                     385,003                       385,003  
Shares to be issued under warrant exercise                                                                     (2 )     2               -  
Net loss                                                                                     (1,357,202 )     (1,357,202 )
Balance, July 31, 2019     44,570,101     $ 44,570       -     $ -       430,801     $ 431       2,290,449,898     $ 2,291     $ 25,231,516     $ 2     $ (25,635,808 )   $ (356,998 )

 

    Preferred
Stock A
    Preferred
Stock B
    Preferred
Stock C
    Common Stock     Additional
Paid-In
    Other Comprehensive
Income
    Accumulated     Total
Stockholders’ Equity
 
    Shares     Par     Shares     Par     Shares     Par     Shares     Par     Capital     (Loss)     Deficit     (Deficit)  
Balance, October 31, 2017     100,000     $ 100       -     $ -       160,000     $ 160       249,369,810     $ 249,370     $ 22,409,041     $ (53,285 )   $ (23,403,963 )   $ (798,577 )
Shares Issued for Conversion of Promissory Notes                                                     99,517,696       99,518       114,687                       214,205  
Shares issued under Monaker litigation settlement     44,470,101       44,470                                       10,559,890       10,560       275,150                       330,180  
Other comprehensive loss                                                                             (13,564 )             (13,564 )
Net loss                                                                                     (507,006 )     (507,006 )
Balance, January 31, 2018     44,570,101     $ 44,570       -     $ -       160,000     $ 160       359,447,396     $ 359,448     $ 22,798,878     $ (66,849 )   $ (23,910,969 )   $ (774,762 )
Common Stock retired from Nestbuilder                                                     (4,163,315 )     (4,163 )     4,163                       -  
Other comprehensive income                                                                             61,712               61,712  
Net loss                                                                                    

(358,708

)    

(358,708

)
Balance, April 30, 2018     44,570,101     $ 44,570       -     $ -       160,000     $ 160       355,284,081     $ 355,285     $ 22,803,041     $ (5,137 )   $

(24,269,677

)   $

(1,071,758

)
Shares Issued for Conversion of Promissory Notes                                                     1,142,715,919       1,142,716       (556,985 )                     585,731  
Adjustment for excess Nestbuilder settlement                                                                                     116,136       116,136  
Gulf Agro business divestiture                                                                                     (156,463 )     (156,463 )
Other comprehensive income                                                                             24,776              

24,776

 
Net loss    

 

                                                                             

(710,940

)     (710,940 ) 
Adjustment                                                     2,000,000        2,000                       

2,158

   

4,158

Balance, July 31, 2018     44,570,101     $ 44,570       -     $ -       160,000     $ 160       1,500,000,000     $ 1,500,000     $ 22,246,056     $ 19,639     $ (25,018,786 )   $ (1,208,360 )

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

6
 

 

Verus International, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

    For the Nine Months Ended  
    July 31,  
    2019     2018  
Cash flows from operating activities:                
Net income (loss)   $ 468,932     $ (1,503,730 )
Adjustments to reconcile net loss to net cash from operating activities:                
Depreciation and amortization     32,155       -  
Loss on legal settlement    

199,489

     

-

 
Initial derivative liability expense     225,115       -  
Amortization of debt discount     751,414       15,000  
Stock-based compensation     1,190,240       -  
Gain on convertible notes settlement     (681,945 )     -  
Gain on extinguishment of debt     (2,700,737 )     -  
Loss on NestBuilder settlement     -       116,136  
Gain on Gulf Agro transaction     -       (119,106 )
Legal settlement settled in shares     -       330,180  
Default principal increase on convertible notes payable     -       793,327  
Changes in operating assets and liabilities:                
Increase in accounts receivable     (1,475,576 )     (314,907 )
(Increase) decrease in inventory     (476,077 )     281,552  
Increase in prepaid expenses     (121,577 )     (95,955 )
Decrease in other assets     -       7,992  
Increase (decrease) in accounts payable and accrued expenses     1,194,141       (48,570 )
Decrease in due to officer     (31,500 )     -  
Net cash used in operating activities of continuing operations     (1,425,926 )     (538,081 )
Net cash used in operating activities of discontinued operations     -       (366,994 )
Net cash used in operating activities     (1,425,926 )     (905,075 )
                 
Cash flows from investing activities:                
Asset acquisition, net of cash acquired     (49,650 )     -  
Capital expenditures     (1,844 )     -  
Net cash used in investing activities     (51,494 )     -  
                 
Cash flows from financing activities:                
Proceeds from issuance of convertible notes payable     2,475,319       908,250  
Proceeds from sale of common stock     500,000       -  
Payments applied to convertible promissory notes     (1,118,049 )     (118,000 )
Net cash provided by financing activities of continuing operations     1,857,270       790,250  
                 
Net increase in cash     379,850       (114,825 )
Cash at beginning of period     28,554       251,301  
                 
Cash at end of period   $ 408,404     $ 136,476  
                 
Supplemental disclosure:                
Cash paid for interest   $ 81,260     $ 53,508  

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

7
 

 

    For the Nine Months Ended  
    July 31,  
    2019     2018  
Supplemental disclosure of non-cash operating activity:            
             
Settlement of accrued compensation through issuance of Series C Preferred Stock:                
Value   $ 1,504     $ -  
Shares     295,801       -  
                 
Supplemental disclosure of non-cash investing and financing activity:                
                 
Initial recognition of relative fair value of warrant agreements as convertible promissory notes discount   $ 697,611     $ -  
Initial recognition of derivative liability as debt discount   $ 752,389     $ -  
                 
Settlement of convertible notes payable, accrued interest and professional fees through issuance of Common Stock:                
Value   $ -     $ 214,205  
Shares     -       99,517,696  

 

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

 

8
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

Organization and Nature of Business

 

Verus International, Inc., including its wholly-owned subsidiary, are collectively referred to herein as “Verus,” “VRUS”, “Company,” “us,” or “we.”

 

The Company was incorporated in the state of Delaware under the name Spectrum Gaming Ventures, Inc. on May 25, 1994. On October 10, 1995, the Company changed its name to Select Video, Inc. On October 24, 2007, the Company filed a Certificate of Ownership with the Delaware Secretary of State whereby Webdigs, Inc., the Company’s wholly-owned subsidiary, was merged with and into the Company and the Company changed its name to Webdigs, Inc.

 

On October 9, 2012, the Company consummated a share exchange (the “Exchange Transaction”) with Monaker Group, Inc. (formerly known as Next 1 Interactive, Inc.), a Nevada corporation (“Monaker”) pursuant to which the Company received all of the outstanding equity in Attaché Travel International, Inc., a Florida corporation and wholly owned subsidiary of Monaker (“Attaché”) in consideration for the issuance of 93 million shares of the Company’s newly designated Series A Convertible Preferred Stock to Monaker. Attaché owned approximately 80% of a corporation named RealBiz Holdings Inc. which is the parent corporation of RealBiz 360, Inc. (“RealBiz”). As a condition to the closing of the Exchange Transaction, on October 3, 2012, the Company filed a Certificate of Ownership with the Delaware Secretary of State whereby RealBiz Media Group, Inc., the Company’s wholly-owned subsidiary, was merged with and into the Company and the Company changed its name to RealBiz Media Group, Inc.

 

On May 1, 2018, Verus Foods MENA Limited (“Verus MENA”) entered into a Share Purchase and Sale Agreement with a purchaser (the “Purchaser”) pursuant to which Verus MENA sold 75 shares (the “Gulf Agro Shares”) of Gulf Agro Trading, LLC (“Gulf Agro”), representing 25% of the common stock of Gulf Agro to the Purchaser. In consideration for the Gulf Agro Shares, the Purchaser was assigned certain contracts executed during a specified period of time.

 

Until July 31, 2018, the Company operated a real estate segment which generated revenue from service fees (for video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). The real estate segment was formed through the merging of three divisions: (i) the Company’s fully licensed real estate division (formerly known as Webdigs); (ii) the Company’s television media contracts division (Home Preview Channel /Extraordinary Vacation Homes); and (iii) the Company’s Real Estate Virtual Tour and Media group division (RealBiz 360). The assets of these divisions were used to create a new suite of real estate products and services that created stickiness through the utilization of video, social media and loyalty programs. At the core of the Company’s programs was its proprietary video creation technology which allowed for an automated conversion of data (text and pictures of home listings) to a video with voice and music. The Company provided video search, storage and marketing capabilities on multiple platform dynamics for web, mobile and television. Once a home, personal or community video was created using the Company’s proprietary technology, it could be published to social media, emailed or distributed to multiple real estate websites, broadband or television for consumer viewing.

 

The Company entered into a Contribution and Spin-off Agreement with NestBuilder.com Corp. (“NestBuilder”) on October 27, 2017, as amended on January 28, 2018, whereby, effective as of August 1, 2018, the Company spun off its real estate division into NestBuilder. All of the Company’s stockholders as of July 2, 2018, the record date, which held their shares as of July 20, 2018, the ex-dividend date, received one share of NestBuilder common stock for each 900 shares of the Company owned. As a result of the spin-off of the real estate segment, all related assets and liabilities are disclosed net as current assets and current liabilities within the consolidated balance sheets, and all related income and expenses are disclosed net as income (loss) from discontinued operations within the consolidated statements of operations.

 

Since August 1, 2018, the Company, through its wholly-owned subsidiary, Verus Foods, Inc. (“Verus Foods”), an international supplier of consumer food products, is focused on international consumer packaged goods, foodstuff distribution and wholesale trade. The Company’s fine food products are sourced in the United States and exported internationally. The Company markets consumer food products under its own brand primarily to supermarkets, hotels and other members of the wholesale trade. Initially, in 2017, the Company focused on frozen foods, particularly meat, poultry, seafood, vegetables, and french fries with beverages as a second vertical. During 2018, the Company added cold-storage facilities, and began seeking international sources for fresh fruit, produce and similar perishables, as well as other consumer packaged foodstuff, with the goal to create vertical farm-to-market operations. The Company also begun to explore new consumer packaged goods (“CPG”) non-food categories, such as cosmetic and fragrances, for future product offerings.

 

9
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION (continued)

 

The Company currently has a significant regional presence in the Middle East and North Africa (“MENA”) and sub-Saharan Africa (excluding The Office of Foreign Assets Control restricted nations), with deep roots in the Gulf Cooperation Council (“GCC”) countries, which includes the United Arab Emirates, Oman, Bahrain, Qatar, Kingdom of Saudi Arabia and Kuwait. The Company’s long-term goal is to source goods and generate international wholesale and retail CPG sales in North and South America, Europe, Africa, Asia and Australia.

 

Effective October 16, 2018, the Company changed its name from RealBiz Media Group, Inc. to Verus International, Inc. and its ticker symbol to “VRUS”.

 

On April 25, 2019 (the “Closing Date”), the Company entered into a stock purchase agreement with Big League Foods, Inc. (“BLF”) and James Wheeler, the sole stockholder of Big League Foods, Inc. (the “Seller”). Upon the closing of such acquisition, BLF became the Company’s wholly-owned subsidiary and the Company acquired a license with Major League Baseball Properties, Inc. (“MLB”) to sell MLB-branded frozen dessert products and confections.

 

Basis of Presentation

 

The condensed consolidated unaudited financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management, are necessary to fairly state the Company’s financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (the “SEC”); nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading.

 

The condensed consolidated unaudited financial statements for the nine months ended July 31, 2019 and 2018 include the operations of Verus MENA effective May 1, 2018, Verus Foods effective January 1, 2017, Gulf Agro Trading, LLC through April 30, 2018 (see Note 12), and Big League Foods, Inc. effective April 25, 2019. The historical operations of the Company’s real estate segment which were spun-off effective as of August 1, 2018, are reported as discontinued operations for the nine months ended July 31, 2018. All significant intercompany accounts and transactions have been eliminated in the consolidation.

 

These condensed consolidated unaudited financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended October 31, 2018, contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2019. The results of operations for the nine months ended July 31, 2019, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending October 31, 2019.

 

10
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of condensed consolidated unaudited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates include the collectability of accounts receivable, valuation of intangible assets, stock-based compensation and the deferred tax asset valuation allowance.

 

Reclassifications

 

Certain reclassifications have been made to prior year’s unaudited consolidated financial statements to enhance comparability with the current year’s unaudited consolidated financial statements, including, but not limited to, presenting the spin-off of the Company’s real estate segment as discontinued operations for the nine months ended July 31, 2018.

 

Concentrations of Credit Risk

 

The Company’s food products accounts receivable, net and revenues are geographically concentrated with customers located in the GCC countries. In addition, significant concentrations exist with a limited number of customers. Although the loss of one or more of our top customers, or a substantial decrease in demand by any of those customers for our products, could have a material adverse effect on our business, results of operations and financial condition, such risks may be mitigated by our access to credit insurance programs.

 

The Company purchases substantially all of its food products from a limited number of regions around the world or from a limited number of suppliers. Increases in the prices of the food products which the Company purchases could adversely affect its operating results if the Company is unable to fully offset the effect of these increased costs through price increases, and the Company can provide no assurance that it will be able to pass along such increased costs to the Company’s customers. Furthermore, if the Company cannot obtain sufficient food products or its suppliers cease to be available, the Company could experience shortages in its food products or be unable to meet its commitments to customers. Alternative sources of food products, if available, may be more expensive. For periods in which the prices are declining, the Company may be required to write down its inventory carrying cost which, depending on the extent of the differences between market price and carrying cost, could have a material adverse effect on the Company’s consolidated results of operations and financial position.

 

Cash and Cash Equivalents

 

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents at July 31, 2019 and October 31, 2018.

 

11
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Accounts Receivable

 

The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses and such losses traditionally have been within its expectations. At July 31, 2019 and October 31, 2018, the Company determined there was no requirement for an allowance for doubtful accounts.

 

Inventory

 

Inventory is stated at the lower of net realizable value, determined on the first-in, first-out basis, or cost. Net realizable value is based on estimated selling prices in the ordinary course of business less reasonably predictable costs of completion and transportation. All inventory are considered finished goods.

 

Intangible Asset

 

The Company amortizes its only intangible asset, a license with Major League Baseball Properties, Inc., on a straight-line basis over the estimated useful life of the license.

 

Fair Value of Financial Instruments

 

The Company has adopted Accounting Standards Codification (“ASC”) topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), formerly SFAS No. 157 “Fair Value Measurements”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

 

ASC 820 also describes three levels of inputs that may be used to measure fair value:

 

Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. The fair value of short and long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

 

Revenue Recognition

 

Revenue is derived from the sale of food and beverage products. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. In the event any discounts, sales incentives, or similar arrangements are agreed to with a customer, such amounts are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue (see Note 6).

 

Share-Based Compensation

 

The Company computes share based payments in accordance with ASC 718-10, Compensation (“ASC 718-10”). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment No. 107 (“SAB 107”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options and warrants by using the Black-Scholes option pricing model.

 

12
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Convertible Debt Instruments

 

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the Financial Accounting Standards Board (“FASB”) ASC. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt.

 

Foreign Currency

 

The Company has one non-U.S. subsidiary, where the functional currency is not the U.S. dollar. The related assets and liabilities of this non-U.S. subsidiary have been translated using end of period exchange rates or historical exchange rates to the U.S. dollar.

 

Income Taxes

 

The Company accounts for income taxes in accordance with Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes (“ASC 740”). Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year-to-year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

 

ASC 740 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company’s tax returns for its October 31, 2018, 2017 and 2016 tax years may be selected for examination by the taxing authorities as the statute of limitations remains open.

 

The Company recognizes expenses for tax penalties and interest assessed by the Internal Revenue Service and other taxing authorities upon receiving valid notice of assessments. The Company has received no such notices for the tax years ended October 31, 2018 and 2017.

 

Earnings Per Share

 

In accordance with the provisions of FASB ASC Topic 260, Earnings per Share, basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating EPS on a diluted basis.

 

In computing diluted EPS, only potential common shares that are dilutive, those that reduce EPS or increase loss per share, are included. The effect of contingently issuable shares are not included if the result would be anti-dilutive, such as when a net loss is reported. Therefore, basic and diluted EPS are computed using the same number of weighted average shares for the three months ended July 31, 2019 and 2018, and for the nine months ended July 31, 2018 as we incurred a net loss for those periods. At July 31, 2019, there were outstanding warrants to purchase up to 643,205,000 shares of the Company’s common stock and approximately 12,050,000 shares of the Company’s common stock to be issued, which may dilute future EPS. At July 31, 2018, there were outstanding warrants to purchase up to 17,786,467 shares of the Company’s common stock and approximately 369,000,000 shares of the Company’s common stock to be issued, which may dilute future EPS.

 

Shipping and Handling Costs

 

Shipping and handling costs for freight expense on goods shipped are included in cost of sales. Freight expense on goods shipped for the nine months ended July 31, 2019 and 2018 was $322,590 and $106,787, respectively.

 

Concentrations, Risks and Uncertainties

 

The Company’s ongoing operations are related to the international food industries, and its prospects for success are tied indirectly to interest rates and the worldwide demand for the Company’s food and beverage products.

 

13
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Adopted Accounting Standards

 

Effective November 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in US GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company adopted ASC 606 using the modified retrospective method, which did not have an impact on its consolidated financial statements. The Company expects the impact to net income of the new standard will be immaterial on an ongoing quarterly and annual basis. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Refer to Note 6 for additional information regarding the Company’s adoption of ASC 606.

 

Effective November 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which provides clarification on classifying a variety of activities within the statement of cash flows. The Company determined the adoption of ASU 2016-15 did not have a material impact on its consolidated financial statements.

 

Effective November 1, 2018, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which changes the presentation of restricted cash and cash equivalents on the statement of cash flows by including restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company determined the adoption of ASU 2016-18 did not have a material impact on its consolidated financial statements.

 

Effective November 1, 2018, the Company adopted ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The Company determined the adoption of ASU 2017-01 did not have a material impact on its consolidated financial statements.

 

Effective November 1, 2018, the Company adopted ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”), which clarifies and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The Company determined the adoption of ASU 2017-09 did not have a material impact on its consolidated financial statements.

 

Effective November 1, 2018, the Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which provides new guidance about income statement classification and eliminates the requirement to separately measure and report hedge ineffectiveness. The Company determined the adoption of ASU 2017-12 did not have a material impact on its consolidated financial statements.

 

14
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recently Issued Accounting Standards Not Yet Adopted

 

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective beginning in the first quarter of fiscal 2020. Early adoption of ASU 2016-02 is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842, which amends certain aspects of the new lease standard). The Company is currently evaluating the impact of adopting ASU 2016-02 and ASU 2017-13 on the Company’s consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concept Statement, including the consideration of costs and benefits. The standard is effective for the Company as of November 1, 2020, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited consolidated financial statements.

 

NOTE 3: GOING CONCERN

 

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

The Company has incurred negative cash flows from operations of $1,425,926 for the nine months ended July 31, 2019. At July 31, 2019, the Company had a working capital deficit of $699,686, and an accumulated deficit of $25,635,808. It is management’s opinion that these facts raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this report, without additional debt or equity financing. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

In order to meet its working capital needs through the next twelve months from the date of this report and to fund the growth of the food business, the Company may consider plans to raise additional funds through the issuance of equity or debt. Although the Company intends to obtain additional financing to meet its cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all.

 

15
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 4: ASSET ACQUISITION

 

On April 25, 2019, the Company entered into a stock purchase agreement with BLF and James Wheeler, the sole stockholder of BLF. Pursuant to the terms of the stock purchase agreement, on the Closing Date, the Seller sold all of BLF’s outstanding capital stock, or 1,500 shares of common stock to the Company. Subsequent to the Closing Date, the Company paid the Seller $50,000 net of the aggregate amount of any pre-closing liabilities or obligations of BLF (other than the Assumed Company Obligations (as defined in the stock purchase agreement)) and the applicable payees thereof, the aggregate amount of the Assumed Company Obligations. Within ten business days from the date upon which the Company delivers its first invoice for the Product (as defined in the stock purchase agreement) to a customer, the Company will pay the Seller an additional $50,000 net of the Aggregate Liabilities and the applicable payees thereof, the aggregate amount of the Assumed Company Obligations. At July 31, 2019, the additional $50,000 was recorded as an accrued expense within the unaudited consolidated balance sheet.

 

In addition, the Company will pay the Seller earnout payments in an amount not to exceed $5 million during the period commencing on the Closing Date (as defined in the stock purchase agreement) through the quarter including December 31, 2022. During the Earnout Period the Seller will be entitled to receive a payment for each fiscal quarter based on the difference of the Operating Income (as defined in the stock purchase agreement) minus the Earnout Commission (as defined in the stock purchase agreement). If the Difference is a positive number for the applicable fiscal quarter, the Earnout Payment for such fiscal quarter shall equal the amount of the Earnout Commission. If the Difference is equal to zero or a negative number for the applicable fiscal quarter, the Earnout Payment for such fiscal quarter shall be equal to the Operating Income. During the Earnout Period, the Seller will be entitled to receive any portion of the Earnout Commission that was excluded from any prior Earnout Payment based on the Difference in the applicable fiscal quarter being a negative number; provided, however, no Catch-up Payment will be payable following the date on which the final Earnout Payment is made for the last fiscal quarter in the Earnout Period.

 

Upon the closing of such acquisition, BLF became the Company’s wholly-owned subsidiary and the Company acquired a license with MLB to sell MLB-branded frozen dessert products and confections. The license covers all 30 MLB teams.

 

The transaction was accounted for as an asset acquisition, with substantially all of the purchase consideration allocated to the license (see Note 5).

 

NOTE 5: INTANGIBLE ASSET – LICENSE, NET

 

Intangible asset - license, net, represents a license (the “License”) with Major League Baseball Properties, Inc. (“MLB”) to sell MLB-branded frozen dessert products and confections. The License was acquired as part of the April 25, 2019 Stock Purchase Agreement (see Note 4) to purchase all of the outstanding capital stock of Big League Foods, Inc. The transaction was accounted for as an asset acquisition, with substantially all of the purchase consideration allocated to the License.

 

The purchase consideration to acquire the License totals $5,357,377, which consists of $50,000 cash paid subsequent to closing, $257,377 of accrued MLB License royalty fees that were assumed by the Company upon acquisition of the License (net of cash acquired of $350), and $5,050,000 cash that is contingently payable over time, through December 31, 2022, based on the future sales of MLB-branded products (see Note 9). The contingent consideration is recognized as an increase to the carrying amount of the License intangible asset when the payment becomes probable and estimable, net of any catch-up for amortization expense.

 

The net carrying amount of the License is as follows:

 

    July 31, 2019     October 31, 2018  
Intangible asset – license, gross carrying amount   $ 357,377     $       -  
Less accumulated amortization     (30,483 )     -  
Intangible asset – license, net   $ 326,894     $ -  

 

The License is amortized on a straight-line basis over a useful life of 32 months, coinciding with the remaining contractual term of the License agreement, which terminates on December 31, 2021. Amortization expense is presented in cost of revenue. Amortization expense for the three and nine months ended July 31, 2019 was $30,483. There was no amortization expense during the three and nine months ended July 31, 2018.

 

Future amortization expense related to the existing net carrying amount of the License at July 31, 2019 is expected to be as follows:

 

Remainder of fiscal year 2019   $ 33,817  
Fiscal year 2020     135,266  
Fiscal year 2021     135,266  
Fiscal year 2022     22,544  

 

NOTE 6: REVENUE

 

The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue.

 

The adoption of ASC 606 resulted in no impact to the individual financial statement line items of the Company’s unaudited Consolidated Statements of Operations during the nine months ended July 31, 2019.

 

Information about the Company’s revenue by country is as follows:

 

    For the Three Months Ended     For the Nine Months Ended  
    July 31,     July 31,  
    2019     2018     2019     2018  
Kingdom of Saudi Arabia   $ 534,873     $ 53,054     $ 1,195,259     $ 462,377  
Oman     311,214       193,123       709,465       376,233  
Bahrain     356,339       312,925       863,788       630,432  
United Arab Emirates     2,220,805       812,343       6,040,974       2,136,847  
United States     54,263       -       54,263       -  
Revenue   $ 3,477,494     $ 1,371,445     $ 8,863,749     $ 3,605,889  

 

16
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 7: DEBT

 

Convertible Notes Payable

 

The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB ASC. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt.

 

On February 8, 2019, the Company entered into a securities purchase agreement with an accredited investor (the “First Investor”), whereby the Company sold an 8% convertible promissory note in the original principal amount of $1,250,000 (the “First Note”) and a three-year warrant to purchase up to 925,925,925 shares (the “First Warrant”) of the Company’s common stock. The Company allocated a value of $573,389 to the three-year warrant based upon a relative fair value methodology. The note converts at 90% of the lowest sale price during the 30 trading days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note, the Company accounted for this conversion feature as a derivative liability. Accordingly, the Company recorded a derivative liability of $842,676 and a debt discount of $676,611 and began amortizing the debt discount over the related term of the note. On March 6, 2019, the Company received a conversion notice from the First Investor, pursuant to which the principal amount of the First Note together with interest accrued thereon was to convert into an aggregate of 512,333,333 shares of the Company’s common stock at a fixed conversion price of $0.0025 per share and the First Warrant was amended such that the First Warrant is exercisable for 500,000,000 shares of the Company’s common stock at a fixed exercise price of $0.0025 per share. As of March 6, 2019, the date the Company received the conversion notice, the Company did not have sufficient available shares of common stock to issue and therefore recorded the value of such shares at such date as Shares to be Issued within the unaudited consolidated balance sheets. On June 4, 2019, the Company issued the 512,333,333 shares of its common stock to the First Investor. In connection with the securities purchase agreement, the Company entered into a Registration Rights Agreement with the First Investor (the “First Registration Rights Agreement”), pursuant to which the Company is required to file a Registration Statement on Form S-1 (or Form S-3, if available) (the “Registration Statement”) covering the resale of the shares of common stock underlying the note and the warrant.

 

On February 11, 2019, the Company entered into a securities purchase agreement with an accredited investor (the “Second Investor”), whereby the Company sold an 8% convertible promissory note in the original principal amount of $200,000 (the “Second Note” and together with the First Note, the “Notes”) and a three-year warrant to purchase up to 148,148,148 shares (the “Second Warrant” and together with the First Warrant, the “Warrants”) of the Company’s common stock. The Company allocated a value of $124,222 to the three-year warrant based upon a relative fair value methodology. The note converts at 90% of the lowest sale price during the 30 trading days prior to conversion. Due to certain ratchet provisions contained in the convertible promissory note, the Company accounted for this conversion feature as a derivative liability. Accordingly, the Company recorded a derivative liability of $134,828 and a debt discount of $75,778 and began amortizing the debt discount over the related term of the note. On March 6, 2019, the Company received a conversion notice from the Second Investor, pursuant to which the principal amount of the Second Note together with interest accrued thereon was to convert into an aggregate of 81,920,000 shares of the Company’s common stock at a fixed conversion price of $0.0025 per share and the Second Warrant was amended such that the Second Warrant is exercisable for 80,000,000 shares of the Company’s common stock at a fixed exercise price of $0.0025 per share. As of March 6, 2019, the date the Company received the conversion notice, the Company did not have sufficient available shares of common stock to issue and therefore recorded the value of such shares at such date as Shares to be Issued within the unaudited consolidated balance sheets. On June 4, 2019, the Company issued the 81,920,000 shares of its common stock to the Second Investor. In connection with the securities purchase agreement, the Company entered into a Registration Rights Agreement with the Second Investor (the “Second Registration Rights Agreement”), pursuant to which the Company is required to file the Registration Statement covering the resale of the shares of common stock underlying the note and the warrant.

 

The Company filed the Registration Statement with the SEC on June 7, 2019. The Company filed an amended Registration Statement with the SEC on August 1, 2019, which became effective on August 7, 2019.

 

Upon conversions of the Notes together with interest accrued thereon, and amendments of the Warrants, the related derivative liabilities and debt discounts were eliminated and the Company recorded a net gain on extinguishment of debt of $2,700,737, which is recorded within the unaudited consolidated statements of operations.

 

On February 8, 2019, the Company used a portion of the proceeds it received from the First Investor to pay off all convertible note holders at an aggregate amount less than the total amount due, which consisted of the principal amount of the notes, accrued interest, and penalties consisting of default principal and interest. The aggregate payment of $1,118,049 paid all convertible note holders in full and resulted in a gain on extinguishment of debt of $681,945.

 

On April 26, 2019, the Company entered into a securities purchase agreement with an accredited investor (the “Third Investor”) pursuant to which the Company issued and sold a convertible note in the principal amount of $600,000 (including a $90,000 original issuance discount). The note matures on November 12, 2019, bears interest at a rate of 5% per annum (increasing to 24% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share, subject to adjustment. The note may be prepaid by the Company at any time without penalty.

 

On July 1, 2019, the Company entered into a securities purchase agreement with an accredited investor (the “Fourth Investor”) pursuant to which the Company issued and sold a convertible note in the principal amount of $605,000 (including a $90,000 original issuance discount). The note matures on July 1, 2020, bears interest at a rate of 4% per annum (increasing to 24% per annum upon the occurrence of an Event of Default (as defined in the note)) and is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share, subject to adjustment. The note may be prepaid by the Company at any time prior to the 180th day with certain prepayment penalties as defined in the note.

 

At July 31, 2019 and October 31, 2018, there was $1,074,038 and $1,497,126 of convertible notes payable outstanding, net of discounts of $130,962 and $4,765, respectively.

 

During the nine months ended July 31, 2019 and 2018, amortization of debt discount amounted to $751,414 and $15,000, respectively.

 

During the nine months ended July 31, 2019, $1,485,633 of convertible notes, including accrued interest, were converted into shares of the Company’s common stock and there were payments of an aggregate of $1,118,049 toward the outstanding balances of convertible notes.

 

17
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

Note Payable

 

In connection with the closing of the transactions contemplated by the securities purchase agreement entered into with the First Investor, the Company entered into Amendment No. 1 dated January 26, 2019 to the promissory note (the “Monaco Note”) issued in favor of the Donald P. Monaco Insurance Trust in the amount of $530,000, with an annual interest rate of 12%, whereby (i) the maturity date of the Monaco Note was amended from January 26, 2019 to January 26, 2020 and (ii) the Company agreed to use its best efforts to prepay the unpaid principal amount of the Monaco Note together with all accrued but unpaid interest thereon on or prior to March 31, 2019; provided, however, that the failure by the Company to prepay such amount by March 31, 2019 would not result in an event of default pursuant to the terms of the Monaco Note.

 

Subsequently, the Company entered into Amendment No. 2 dated February 8, 2019 to the Monaco Note, whereby the maturity date of the Monaco Note was amended to November 8, 2019.

 

At July 31, 2019, the Company was in compliance with the terms of the Monaco Note.

 

Revolving Credit Agreement

 

On July 31, 2019, the Company entered into a secured, $500,000 revolving credit agreement (“Credit Facility”). Proceeds from the Credit Facility may be used to fund seasonal working capital needs. Borrowings under the Credit Facility bear interest at a one-month LIBOR-based rate plus 300 basis-points (5.28% at July 31, 2019). The Company’s performance and payment obligations under the Credit Facility are guaranteed by substantially all of its assets. The outstanding balance under the Credit Facility may be prepaid at any time without premium or penalty. Additionally, the Credit Facility contains customary events of default and remedies upon an event of default, including the acceleration of repayment of outstanding amounts under the Credit Facility.

 

At July 31, 2019, no amount was outstanding under the Credit Facility. The Credit Facility contains customary affirmative and negative covenants, including a borrowing base requirement upon each request for an advance from the Credit Facility. The Company believes it was in compliance with all covenants at July 31, 2019.

 

NOTE 8: STOCKHOLDERS’ DEFICIT

 

The total number of shares of all classes of stock that the Company shall have the authority to issue is 7,625,000,000 shares consisting of 7,500,000,000 shares of common stock, $0.000001 par value per shares, of which 2,290,449,898 are issued at July 31, 2019 and 125,000,000 shares of preferred stock, par value $0.001 per share of which (A) 120,000,000 shares have been designated as Series A Convertible Preferred of which 44,570,101 are outstanding at July 31, 2019, (B) 1,000,000 shares have been designated as Series B Convertible Preferred Stock, none of which are outstanding at July 31, 2019 and (C) 1,000,000 have been designated as Series C Convertible Preferred Stock, of which 430,801 shares are outstanding at July 31, 2019.

 

On January 11, 2019, stockholders holding a majority of the voting power of the Company’s issued and outstanding shares of voting stock, executed a written consent approving 1) an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to (i) increase the number of authorized shares of common stock of the Company to 7,500,000,000 shares from 1,500,000,000 shares and (ii) decrease the par value of the common stock and preferred stock to $0.000001 from $0.001 per share; and 2) granting discretionary authority to the Company’s Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of common stock of the Company, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-400 (the “Reverse Stock Split”), provided that, (X) that the Company may not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-400, and (Y) any Reverse Stock Split may not be completed later than January 11, 2020. On April 16, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase its authorized common stock from 1,500,000,000 shares to 7,500,000,000 shares and to decrease the par value of its common stock and preferred stock from $0.001 per share to $0.000001 per share. As of July 31, 2019, the Company has not effected any Reverse Stock Split.

 

Common Stock

 

On April 22, 2019, the Company issued 152,029,899 shares of its common stock to satisfy the settlement agreement by and among the Company, Monaker, American Stock Transfer & Trust Company, LLC and NestBuilder that was executed on or about December 22, 2017.

 

18
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 8: STOCKHOLDERS’ DEFICIT (continued)

 

On May 30, 2019, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued 41,666,666 shares of its common stock for aggregate gross proceeds of $500,000.

 

On May 30, 2019, the Company entered into a letter agreement with the First Investor, pursuant to which the principal amount of the First Note together with interest accrued thereon was converted into an aggregate of 512,333,333 shares of the Company’s common stock at a fixed conversion price of $0.0025 per share and the First Warrant was amended such that the First Warrant is exercisable for 500,000,000 shares of the Company’s common stock at a fixed exercise price of $0.0025 per share. The Company issued the 512,333,333 shares of its common stock on June 4, 2019 (see Note 7).

 

On May 30, 2019, the Company entered into a letter agreement with the Second Investor, pursuant to which the principal amount of the Second Note together with interest accrued thereon was converted into an aggregate of 81,920,000 shares of the Company’s common stock at a fixed conversion price of $0.0025 per share and the Second Warrant was amended such that the Second Warrant is exercisable for 80,000,000 shares of the Company’s common stock at a fixed exercise price of $0.0025 per share. The Company issued the 81,920,000 shares of its common stock on June 4, 2019 (see Note 7).

 

On June 1, 2019, the Company granted 30,000,000 shares of common stock to Christopher Cutchens, the Company’s Chief Financial Officer. The common stock will vest 25% on the six month, 1 year, 2 year, and 3 year anniversaries of the grant date. The Company recorded $57,500 of stock-based compensation expense during the three and nine months ended July 31, 2019, related to this common stock grant.

 

On June 21, 2019, a former employee exercised 3,000,000 warrants on a cashless basis into 2,419,355 shares of the Company’s common stock. The Company issued the common stock subsequent to July 31, 2019, and therefore recorded the value of such shares at such date as Shares to be Issued within the unaudited consolidated balance sheets.

 

At July 31, 2019, the Company was committed to issue warrants to purchase 60,000,000 shares of its common stock under the provisions of the employment agreement of its Chief Executive Officer.

 

At July 31, 2019, there were warrants to purchase up to 643,205,000 shares of the Company’s common stock outstanding and approximately 12,050,000 shares of the Company’s common stock to be issued which may dilute future EPS.

 

Common Stock Warrants

 

Under the provisions of the employment agreement with its Chief Executive Officer, the Company is committed to issue warrants to purchase shares of its common stock as follows:

 

  For each $1 million in revenue generated by the Company, a warrant to purchase 7,500,000 shares of the Company’s common stock will be granted, until such time as the Chief Executive Officer owns 20% of the then-outstanding shares of common stock.
  At the beginning of each calendar year, a warrant to acquire 3% of the Company’s outstanding common stock will be granted.

 

At July 31, 2019, there remained approximately 473,000,000 shares of the Company’s common stock, to be issued if earned, under the provisions of the Chief Executive Officer’s employment agreement, which would increase such ownership percentage of the Company’s common stock to the 20% limit.

 

The Company estimates the fair value of each award on the date of grant using a Black-Scholes option valuation model that uses the following assumptions for warrants earned during the nine months ended July 31, 2019:

 

Expected volatility   1.46% - 6.37 %  
Weighted-average volatility     0.38 %  
Expected dividends     0 %  
Expected term (in years)     0.9    
Risk-free rate     1.88% - 2.56 %  

 

The following table sets forth common share purchase warrants outstanding at July 31, 2019:

 

          Weighted        
          Average        
          Exercise     Intrinsic  
    Warrants     Price     Value  
Outstanding, October 31, 2018     123,761,716     $ 0.007     $ 0.00  
Warrants granted and issued     1,714,074,073     $ 0.001     $ 0.00  
Warrants exercised     (3,000,000 )   $ (0.006 )   $ 0.00  
Warrants exchanged     (1,191,630,789 )   $ (0.002 )   $ 0.00  
Outstanding, July 31, 2019     643,205,000     $ 0.003     $ 0.00  
                         
Common stock issuable upon exercise of warrants     643,205,000     $ 0.003     $ 0.00  

 

Series A Convertible Preferred Stock

 

On February 8, 2019, the Company filed the Second Amended and Restated Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (the “Second Amended and Restated COD”) with the Delaware Secretary of State whereby the Company removed the anti-dilution protection for holders of Series A Convertible Preferred Stock and provided holders of such preferred stock with a right of participation in future financings.

 

Series C Convertible Preferred Stock

 

On December 28, 2018, the Board of Directors awarded the Company’s Chief Executive Officer 295,801 shares of Series C Preferred Stock, in exchange for 117,556,716 of his warrants to acquire shares of common stock and a 501,130 share common stock bonus as approved by the Company’s Board of Directors related to the Company’s fiscal 2018 performance.

 

On April 26, 2019, a shareholder converted 25,000 shares of Series C Preferred Stock into an aggregate of 2,500,000 shares of the Company’s common stock.

 

19
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 9: COMMITMENTS AND CONTINGENCIES

 

Litigation

 

On December 1, 2018, Mid-Atlantic CFO Advisory Services (“Mid-Atlantic”) commenced a lawsuit against Verus Foods, Inc. and Anshu Bhatnagar in the Fairfax Circuit Court, Case No. 2018-16824. This case stems from the Company’s use of Mid-Atlantic’s services for certain business transactions and the Company’s failure to pay for such services. On December 28, 2018, a Confirmation of Arbitration Award and Final Judgment Order was approved, awarding Mid-Atlantic an amount which included claimed services, attorney’s fees, arbitration costs and fees, and interest of 4% percent per annum from November 22, 2018. At July 31, 2019, the amount due to Mid-Atlantic under this judgment, including interest, was approximately $203,000 and is included within other income (expense) in the Company’s unaudited Consolidated Statements of Operations for the nine months ended July 31, 2019.

 

On April 4, 2019, Auctus Fund, LLC (“Auctus”) commenced a lawsuit against the Company in the United States District Court for the District of Massachusetts. This case stems from a securities purchase agreement and convertible note issued in May 2017, a securities purchase agreement and convertible note issued in July 2018, the spin-off of the Company’s real estate division into NestBuilder including the issuance of shares of NestBuilder in the spin-off to the Company’s stockholders and an inducement agreement, release and payoff agreement executed by the parties in February 2019 whereby the Company settled the balance of outstanding amounts owed to Auctus in consideration for cash and shares of NestBuilder. Auctus has requested that the court grant it injunctive and equitable relief and specific performance with respect to the Company’s obligations; determine that the Company is liable for all damages, losses and costs and award Auctus actual losses sustained; award Auctus costs including, but not limited to, costs required to prosecute the action including attorneys’ fees; and punitive damages. On August 30, 2019, the Company filed a motion to dismiss this lawsuit with the United States District Court for the District of Massachusetts. The Company intends to continue to defend this matter and although the ultimate outcome cannot be predicted with certainty, based on the current information available, the Company does not believe the ultimate liability, if any, will have a material adverse effect on its financial condition or results of operations.

 

License Contingent Consideration

 

As described in Note 5, during April 2019 the Company acquired a License to sell MLB-branded frozen dessert products and confections as part of its acquisition of BLF. The consideration payable to the seller of BLF includes $5,050,000 of contingent consideration, of which $50,000 is due upon the initial sale of an MLB-branded product and of which $5,000,000 is to be paid over time, through December 31, 2022, based on future sales of MLB-branded products (the “Earnout”). The Earnout is payable on a quarterly basis at $1.00 per case sold for sales that have a minimum gross margin of 20% per case. The Earnout payable each quarter is limited in aggregate to the operating income of BLF; however, any amounts constrained due to this limit may be rolled forward to future periods and paid when there is sufficient excess operating income. The Company accrues for this contingent consideration when payment becomes both probable and estimable.

 

At July 31, 2019, $50,000 was accrued for the License contingent consideration as the initial sale of an MLB-branded product was achieved during July 2019. However, the Company believes it is a reasonable possibility that the remaining maximum amount of $5,000,000 will be paid over the term of the arrangement.

 

Guaranteed Minimum Royalties

 

The Company is obligated to pay royalties to certain vendors for the sale of products that contain their intellectual property. These royalty fees are based on a percentage of sales of the underlying products and are included in cost of revenue. The royalties also include certain guaranteed minimum payments. As of July 31, 2019, the Company’s total expected future obligation related to these guaranteed minimum payments was $1,715,000, of which the Company expects to pay $405,000, $530,000 and $780,000 during the fiscal years ending October 31, 2019, 2020, and 2021, respectively. Amounts accrued at July 31, 2019 relating to these guaranteed minimum payments totaled $312,955 and are included in accounts payable and accrued expenses.

 

Guaranteed Working Capital Funding

 

The Company is obligated to fund BLF up to $500,000 as may be required to achieve the projections set forth in the financial budget, unless mutually agreed by the Company and Seller. Such funding may be in a form of cash capital contributions, trade facilities and/or guarantees of the Company’s obligations to third parties. Such funding is required prior to a date that is six months following April 25, 2019.

 

Note 10: Segment reporting

 

Through July 31, 2018, the Company had two reportable segments: real estate and food products. On August 1, 2018, the real estate segment was spun-off into a separate public company, leaving the Company with only the food products segment (see Note 11).

 

NOTE 11: DISCONTINUED OPERATIONS

 

Through July 31, 2018, the Company operated a real estate segment which generated revenue from service fees (for video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). The real estate segment was formed through the merging of three divisions: (i) the Company’s fully licensed real estate division (formerly known as Webdigs); (ii) the Company’s TV media contracts (Home Preview Channel /Extraordinary Vacation Homes) division; and (iii) the Company’s Real Estate Virtual Tour and Media group (RealBiz 360). The assets of these divisions were used to create a new suite of real estate products and services that created stickiness through the utilization of video, social media and loyalty programs. At the core of the Company’s programs was its proprietary video creation technology which allowed for an automated conversion of data (text and pictures of home listings) to a video with voice and music. The Company provided video search, storage and marketing capabilities on multiple platform dynamics for web, mobile and TV. Once a home, personal or community video was created using our proprietary technology, it could be published to social media, email or distributed to multiple real estate websites, broadband or television for consumer viewing.

 

As a result of the spin-off of the Company’s real estate segment, all related assets and liabilities for periods prior to August 1, 2018 are disclosed net as current assets and current liabilities within the consolidated balance sheets, and all related income and expenses are disclosed net as income from discontinued operations within the consolidated statements of operations.

 

20
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 11: DISCONTINUED OPERATIONS (continued)

 

The revenues and expenses associated with discontinued operations included in our unaudited Consolidated Statements of Operations for the three and nine months ended July 31, 2018 were as follows:

 

    Three Months Ended July 31, 2018  
    Discontinued     Continuing     Total  
Revenue   $ 70,016     $ 1,371,445     $ 1,441,461  
Cost of revenue     17,200       1,147,231       1,164,431  
Gross Profit     52,816       224,214       277,030  
Operating Expenses:                        
Salaries and benefits     23,482       55,347       78,829  
Selling and promotions expense     26       -       26  
Legal and professional fees     6,550       44,215       50,765  
General and administrative     29,740       236,669       266,409  
Total Operating Expenses     59,798       336,231       396,029  
Operating loss     (6,982 )     (112,017 )     (118,999 )
Other Income (Expense):                        
Interest expense     (429 )     (98,743 )     (99,172 )
Gain (Loss) on legal settlement of accounts payable and convertible debt     159,832       92,577       252,409  
Default principal increase on convertible notes payable     -       (793,327 )     (793,327 )
Other income     48,148       -       48,148  
Total Other Income (Expense)     207,552       (799,493 )     (591,941 )
Income (Loss) before income taxes     200,570       (911,510 )     (710,940 )
Income taxes     -       -       -  
Net income (loss)   $ 200,570     $ (911,510 )   $ (710,940 )

 

    Nine Months Ended July 31, 2018  
    Discontinued     Continuing     Total  
Revenue   $ 216,315     $ 3,605,889     $ 3,822,204  
Cost of revenue     56,800       3,112,002       3,168,802  
Gross Profit     159,515       493,887       653,402  
Operating Expenses:                        
Salaries and benefits     82,326       382,437       464,763  
Selling and promotions expense     824       -       824  
Legal and professional fees     82,999       251,061       334,060  
General and administrative     71,713       465,547       537,260  
Total Operating Expenses     237,862       1,099,045       1,336,907  
Operating loss     (78,347 )     (605,158 )     (683,505 )
Other Income (Expense):                        
Interest expense     (1,322 )     (178,079 )     (179,401 )
Gain (Loss) on legal settlement of accounts payable and convertible debt     338,855       (259,276 )     79,579  
Default principal increase on convertible notes payable     -       (793,327 )     (793,327 )
Other income     72,924       -       72,924  
Total Other Income (Expense)     410,457       (1,230,682 )     (820,225 )
(Loss) income before income taxes     332,110       (1,835,840 )     (1,503,730 )
Income taxes     -       -       -  
Net (loss) income   $ 332,110     $ (1,835,840 )   $ (1,503,730 )

 

21
 

 

VERUS INTERNATIONAL, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JULY 31, 2019 AND 2018

(UNAUDITED)

 

NOTE 12: BUSINESS DIVESTITURE

 

On May 1, 2018, Verus MENA entered into a Share Purchase and Sale Agreement with the Purchaser pursuant to which Verus MENA sold 75 shares of Gulf Agro, representing 25% of the common stock of Gulf Agro, to the Purchaser. In consideration for the Gulf Agro Shares, the Purchaser was assigned certain contracts executed during a specified period of time. Upon the consummation of the transaction contemplated by the Share Purchase and Sale Agreement, the Purchaser obtained a broader license for product distribution. All liabilities of Gulf Agro remained with Gulf Agro. This transaction benefited Verus MENA by providing Verus MENA with a broader license for product distribution and full control of all intellectual property rights.

 

NOTE 13: SUBSEQUENT EVENTS

 

On August 30, 2019, the Company filed a motion to dismiss the lawsuit commenced against it by Auctus on April 4, 2019 (see Note 9).

 

On August 30, 2019, the Company entered into an Asset Purchase Agreement with certain sellers (the “Sellers”), wherein the Company agreed to acquire all of the assets of the Seller’s French Fry business (the “Acquired Assets”) and all of the business conducted by Seller relating to the Acquired Assets. The purchase price for the Acquired Assets will be equivalent to 2,000,000 AED ($544,477 USD) in cash, plus assumption of certain assumed liabilities. The consummation of the acquisition is subject to customary closing conditions.

 

22
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the attached unaudited consolidated financial statements and notes thereto, and our audited consolidated financial statements and related notes for our fiscal year ended October 31, 2018 found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 19, 2019.

 

Overview

 

Until July 31, 2018, we operated a real estate segment which generated revenue from service fees (for video creation and production and website hosting (ReachFactor)) and product sales (Nestbuilder Agent 2.0 and Microvideo app). We entered into a Contribution and Spin-off Agreement (the “Spin-Off Agreement”) with NestBuilder.com Corp., a Nevada corporation (“NestBuilder”), on October 27, 2017, as amended on January 28, 2018, whereby, effective as of August 1, 2018, we spun off our real estate division into NestBuilder. Since August 1, 2018, we, through our wholly-owned subsidiary, Verus Foods, Inc. (“Verus Foods”), an international supplier of consumer food products, are focused on international consumer packaged goods, foodstuff distribution and wholesale trade. Our fine food products are sourced in the United States and exported internationally. We market consumer food products under our own brand primarily to supermarkets, hotels and other members of the wholesale trade. Initially, in 2017, we focused on frozen foods, particularly meat, poultry, seafood, vegetables, and french fries with beverages as a second vertical. During 2018, we added cold-storage facilities, and began seeking international sources for fresh fruit, produce and similar perishables, as well as other consumer packaged foodstuffs with the goal to create vertical farm-to-market operations. We have also begun to explore new consumer packaged goods non-food categories, such as cosmetic and fragrances, for future product offerings.

 

We currently have a significant concentration of our business in the Middle East and North Africa (“MENA”) and sub-Saharan Africa (excluding The Office of Foreign Assets Control restricted nations), especially in the Gulf Cooperation Council (“GCC”) countries, which includes the United Arab Emirates (“UAE”), Oman, Bahrain, Qatar, Kingdom of Saudi Arabia and Kuwait.

 

In addition to the foregoing, on April 25, 2019, we acquired all of the outstanding capital stock of Big League Foods, Inc. (“BLF”). Upon the closing of such acquisition, BLF became our wholly-owned subsidiary and we acquired a license with Major League Baseball Properties, Inc. (“MLB”) to sell MLB-branded frozen dessert products and confections. The license covers all 30 MLB teams.

 

Critical Accounting Policies and Estimates

 

The discussion and analysis of the Company’s financial condition and results of operations are based upon its unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of these unaudited consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, potential impairment of intangible assets, accrued liabilities and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in Note 2 above and the Company’s Annual Report on Form 10-K as filed with the SEC on March 19, 2019 are those that depend most heavily on these judgments and estimates. As of July 31, 2019, there had been no material changes to any of the critical accounting policies contained therein.

 

Results of Operations

 

Three months ended July 31, 2019 compared to three months ended July 31, 2018

 

Continuing Operations

 

Revenue

 

Our revenue increased to $3,477,494 for the three months ended July 31, 2019, compared to $1,371,445 for the three months ended July 31, 2018, an increase of $2,106,049 or 154%. The increase is the result of reducing the order backlog with customers due to increased operational cash flows that allow us to procure additional products for sale coupled with $54,263 of initial sales of our MLB branded products.

 

Cost of Revenue

 

Cost of revenue totaled $2,984,240 for the three months ended July 31, 2019, compared to $1,147,231 for three months ended July 31, 2018, representing an increase of $1,837,009 or 160%. The increase is the result of higher revenue and related product costs.

 

Operating Expenses

 

Our operating expenses, which include salaries and benefits, stock-based compensation, selling and promotions expense, legal and professional fees, and general and administrative expenses increased to $1,762,088 for the three months ended July 31, 2019, compared to $331,561 for the three months ended July 31, 2018, an increase of $1,430,527, or 431%. The increase is primarily due to higher expenses across all categories to support the increase in revenue and launch of our MLB branded products.

 

23
 

 

Other (Expense) Income

 

Our other expense decreased by $715,795 for the three months ended July 31, 2019. The decrease is primarily the result of expenses incurred and gains realized during the three months ended July 31, 2018 that did not recur during the three months ended July 31, 2019, coupled with a decrease in interest expense.

 

Net Loss from Continuing Operations

 

We had a net loss from continuing operations of $1,357,202 for the three months ended July 31, 2019, compared to a net loss of $911,510 for the three months ended July 31, 2018, an increase of $445,692. The increase in net loss is primarily driven by the increase in operating expenses, partially offset by the increase in gross profit and decrease in other expense, as disclosed above.

 

Discontinued Operations

 

As our discontinued operations were spun-off effective August 1, 2018 (see Note 11), there are no revenue, cost of revenue, operating expenses, other income (expense), or net income from discontinued operations comparatives for the three months ended July 31, 2019 compared to the three months ended July 31, 2018.

 

Nine months ended July 31, 2019 compared to nine months ended July 31, 2018

 

Continuing Operations

 

Revenue

 

Our revenue increased to $8,863,749 for the nine months ended July 31, 2019, compared to $3,605,889 for the nine months ended July 31, 2018, an increase of $5,257,860 or 146%. The increase is the result of a continued reduction in order backlog with customers due to increased operational cash flows that allow us to procure additional products for sale and the initial sales of our MLB branded products.

 

Cost of Revenue

 

Cost of revenue totaled $7,551,837 for the nine months ended July 31, 2019, compared to $3,112,002 for nine months ended July 31, 2018, representing an increase of $4,439,835 or 143%. The increase is the result of higher revenue and related product costs.

 

Operating Expenses

 

Our operating expenses, which include salaries and benefits, stock-based compensation, selling and promotions expense, legal and professional fees, and general and administrative expenses increased to $2,861,792 for the nine months ended July 31, 2019, compared to $1,084,045 for the nine months ended July 31, 2018, an increase of $1,777,747, or 164%. The increase is primarily due to higher stock-based compensation in addition to selling and promotions expense, legal and professional fees, and general and administrative expenses to support the increase in revenue, partially offset by lower salaries and benefits.

 

Other (Expense) Income

 

Our other income increased by $3,264,494 for the nine months ended July 31, 2019. The increase is primarily the result of the gains related to settlement of certain convertible notes payable and extinguishment of debt and lower legal settlement losses, partially offset by an increase in interest expense.

 

Net Income (Loss) from Continuing Operations

 

We had net income from continuing operations of $468,932 for the nine months ended July 31, 2019, compared to a net loss of $1,835,840 for the nine months ended July 31, 2018, an increase of $2,304,772. The increase in net income is primarily driven by the increase in gross profit and other income, partially offset by an increase in operating expenses as disclosed above.

 

Discontinued Operations

 

As our discontinued operations were spun-off effective August 1, 2018 (see Note 11), there are no revenue, cost of revenue, operating expenses, other income (expense), or net income from discontinued operations comparatives for the nine months ended July 31, 2019 compared to the nine months ended July 31, 2018.

 

24
 

 

Liquidity and Capital Resources

 

At July 31, 2019, we had $408,404 of cash and a working capital deficit of $699,686 as compared to cash of $28,554 and a working capital deficit of $1,573,851 at October 31, 2018.

 

Net cash used in operating activities of continuing operations was $1,425,926 for the nine months ended July 31, 2019 as compared to net cash used in operating activities of continuing operations of $538,081 for the nine months ended July 31, 2018.

 

Net cash used in investing activities of continuing operations was $51,494 for the nine months ended July 31, 2019. We did not have any cash used in or provided by investing activities during the nine months ended July 31, 2018.

 

We have financed our operations since inception primarily through proceeds from equity and debt financings and revenue derived from operations. During the nine months ended July 31, 2019, net cash provided by financing activities of continuing operations was $1,857,270, as compared to $790,250 during the nine months ended July 31, 2018. Our continued operations primarily depend upon our ability to raise additional capital from various sources including equity and debt financings, as well as our revenue derived from operations. We can give no assurances that any additional capital that we are able to obtain will be sufficient to meet our needs or will be on favorable terms. Based on our current plans, we believe that our cash provided from the above sources may not be sufficient to enable us to meet our planned operating needs for the next twelve months.

 

We have based our estimate on assumptions that may prove to be wrong. We may need to obtain additional funds sooner or in greater amounts than we currently anticipate. Potential sources of financing include strategic relationships, public or private sales of our securities, debt or other sources. We may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements. We do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all. If we raise funds by selling additional shares of common stock or other securities convertible into common stock, the ownership interest of our existing stockholders will be diluted. If we are not able to obtain financing when needed, we may be unable to carry out our business plan. As a result, we may have to significantly limit our operations and our business, financial condition and results of operations would be materially harmed.

 

25
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company we are not required to provide information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2019 to determine whether the Company’s disclosure controls and procedures are effective to provide reasonable assurance that the information required to be disclosed in our reports under the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of July 31, 2019. Management has identified control deficiencies regarding the lack of segregation of duties. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

 

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. In order to further strengthen our internal controls, we have appointed a Chief Financial Officer effective as of June 1, 2019, and have hired an Assistant Manager of Accounting and Finance, which we believe will assist us in improving internal controls by ensuring accurate and reliable information and compliance with financial and operational requirements. As we grow, we expect to increase our number of employees, which should enable us to implement adequate segregation of duties within the internal control framework.

 

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analyses and procedures in order to conclude that our unaudited consolidated financial statements for the quarter ended July 31, 2019, included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our unaudited consolidated financial statements for the quarter ended July 31, 2019 are fairly stated, in all material respects, in accordance with US GAAP.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

26
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm our business.

 

On April 4, 2019, Auctus Fund, LLC (“Auctus”) commenced a lawsuit against the Company in the United States District Court for the District of Massachusetts. This case stems from a securities purchase agreement and convertible note issued in May 2017, a securities purchase agreement and convertible note issued in July 2018, the spin-off of the Company’s real estate division into NestBuilder including the issuance of shares of NestBuilder in the spin-off to the Company’s stockholders and an inducement agreement, release and payoff agreement executed by the parties in February 2019 whereby the Company settled the balance of outstanding amounts owed to Auctus in consideration for cash and shares of NestBuilder. Auctus has requested that the court grant it injunctive and equitable relief and specific performance with respect to the Company’s obligations; determine that the Company is liable for all damages, losses and costs and award Auctus actual losses sustained; award Auctus costs including, but not limited to, costs required to prosecute the action including attorneys’ fees; and punitive damages. On August 30, 2019, the Company filed a motion to dismiss this lawsuit with the United States District Court for the District of Massachusetts.

 

Item 1A. Risk Factors.

 

As a smaller reporting company we are not required to provide information required by this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits.

 

Exhibit
Number
  Description
     
3.1   Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of Form 10-12b filed on June 20, 2008)
3.2   Amendment to Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 of Form 10-12b filed on June 20, 2008)
3.3   Certificate of Ownership Merging Webdigs, Inc. with and into Select Video, Inc. (Incorporated by reference to Exhibit 3.3 of Form 10-Q filed on June 17, 2019)
3.4   Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to Exhibit 3.12 of Form 10-K filed on March 26, 2018)
3.5   Certificate of Ownership (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 15, 2012)
3.6   Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.6 of Form 10-K filed on February 13, 2015)
3.7   Certificate of Designations for Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.8 of Form 10-K filed on February 13, 2015)
3.8   Certificate of Designations of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on May 8, 2015)
3.9   Amendment to Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on April 10, 2017)
3.10   Amendment to Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on February 27, 2018)
3.11   Certificate of Amendment to Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 16, 2018)
3.12   Second Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Verus International, Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on February 12, 2019)
3.13   Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.3 of Form 10-12b filed on June 20, 2008)
3.14   Amendment No. 1 to Second Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Verus International, Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on April 11, 2019)
3.15   Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Verus International, Inc. (Incorporated by reference to Exhibit 3.1 of Form 8-K filed on April 18, 2019)
10.1   Securities Purchase Agreement and 5% Convertible Note by and among Verus International, Inc., and an accredited investor dated April 26, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 1, 2019)
10.2   Securities Purchase Agreement by and among Verus International, Inc., and an accredited investor dated May 30, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 31, 2019)
10.3  

Employment Agreement, by and between Verus International, Inc., and Christopher Cutchens (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 6, 2019)

10.4   Securities Purchase Agreement and 4% Convertible Note by and among Verus International, Inc., and an accredited investor dated July 1, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 8, 2019)
10.5   Credit Agreement by and among Verus International, Inc. and Verus Foods, Inc., as Borrowers, and The Columbia Bank, as Lender, dated July 31, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 1, 2019)
31.1*   Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 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 Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*   Certification of 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.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
101.SCH*   XBRL Taxonomy Extension Schema Document

 

*Filed herewith.

 

27
 

 

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.

 

  Verus International, Inc.
   
  /s/ Anshu Bhatnagar
  Anshu Bhatnagar
  Chief Executive Officer (Principal Executive Officer)
  September 10, 2019
   
  /s/ Christopher Cutchens
  Christopher Cutchens
  Chief Financial Officer (Principal Financial and Accounting Officer)
  September 10, 2019

 

28
 

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