Quarterly Report (10-q)

Date : 08/19/2019 @ 9:27PM
Source : Edgar (US Regulatory)
Stock : West Coast Ventures Group Corp. (PC) (WCVC)
Quote : 0.0009  -0.0001 (-10.00%) @ 9:00PM

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

June 30, 2019

 

or

[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

 

to

 

Commission File Number

000-54948

 

West Coast Ventures Group Corp.

(Exact name of registrant as specified in its charter)

Nevada

 

99-0377575

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

6610 Holman St., Suite 301, Arvada, Colorado

80004

(Address of principal executive offices)

(Zip Code)

(303) 423-1300

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

 

[X]

YES

[ ]

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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

[  ]

(Do not check if a smaller reporting company)

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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[  ]

 YES

[  ]

 NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

68,234,394 common shares issued and outstanding as of August 16, 2019




FORM 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

  

  

 

Item 1.

Financial Statements:

F-1

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

5

Item 4.

Controls and Procedures

5

 

 

 

PART II – OTHER INFORMATION

 

 

 

Item 1.

Legal Proceedings

6

Item 1A.

Risk Factors

6

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

6

Item 3.

Defaults Upon Senior Securities

6

Item 4.

Mine Safety Disclosures

6

Item 5.

Other Information

6

Item 6.

Exhibits

7

 

 

 

SIGNATURES

8







PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


Consolidated Balance Sheets

F-2

Consolidated Statements of Operations (unaudited)

F-3

Consolidated Statements of Changes in Stockholders’ Deficit (unaudited)

F-4

Consolidated Statements of Cash Flows (unaudited)

F-5

Notes to Consolidated Financial Statements (unaudited)

F-6




F-1




WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Balance Sheets


ASSETS

June 30,

2019

 

 December

31, 2018

CURRENT ASSETS

(unaudited)

 

 

  Cash

$

287,500 

 

$

9,635 

  Receivables

46,564 

 

32,303 

  Inventory

31,200 

 

19,984 

  Prepaid expenses

43,496 

 

30,605 

  Assets of discontinued operations

2,461 

 

2,461 

          Total current assets

411,221 

 

94,988 

FIXED ASSETS

 

 

 

  Equipment

565,988 

 

277,296 

  Leasehold improvements

231,493 

 

207,546 

          Total fixed assets

797,481 

 

484,842 

  Less: accumulated depreciation

(280,221)

 

(250,394)

          Net total fixed assets

517,260 

 

234,448 

OTHER ASSETS

 

 

 

   Lease right of use asset

1,624,858 

 

   Deposits and other assets

43,314 

 

43,314 

   Intangible assets, net

149,119 

 

87,556 

          Total other assets

1,817,291 

 

130,870 

Total Assets

$

2,745,772 

 

$

460,306 

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS’ EQUITY

 

 

 

CURRENT LIABILITIES

 

 

 

     Accounts payable

$

91,550 

 

$

60,222 

     Accrued expenses

633,859 

 

607,525 

     Deferred rent

 

64,661 

     Operating lease, current portion

272,370 

 

     Stockholder loan

45,152 

 

206,434 

     Third party advances

 

265,500 

     Notes payable to third parties

820,689 

 

692,879 

     Convertible notes payable to third parties, net of discounts

517,962 

 

250,276 

     Fair value of derivative liabilities

1,686,929 

 

201,891 

     Liability to issue common stock

515,500 

 

     Liabilities of discontinued operations

481,558 

 

481,558 

          Total current liabilities

5,065,569 

 

2,830,946 

LONG TERM LIABILITIES

 

 

 

    Operating lease, net of current portion

1,397,323 

 

          Total long term liabilities

1,397,323 

 

 

 

 

 

Total Liabilities

6,462,892 

 

2,830,946 

DEFICIENCY IN STOCKHOLDERS’ EQUITY

 

 

 

  Series A Preferred stock, $0.001 par value, 10,000,000 shares authorized,

     500,000 and 500,000 shares issued and outstanding

500 

 

500 

  Common stock, $0.001 par value, 650,000,000 and 250,000,000 authorized

       shares; 56,725,543 and 33,906,532 shares issued and outstanding

56,726 

 

33,907 

  Additional paid-in capital

2,195,523 

 

1,256,827 

  Accumulated deficit

(5,969,869)

 

(3,661,874)

          Total deficiency in stockholders’ equity

(3,717,120)

 

(2,370,640)

Total Liabilities and Deficiency in Stockholders’ Equity

$

2,745,772 

 

$

460,306 


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



F-2



WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Statements of Operations

Three and six months ended June 30,

(Unaudited)


 

Three months ended June 30,

 

Six months ended June 30,

 

2019

 

2018

 

2019

 

2018

REVENUES

 

 

 

 

 

 

 

  Restaurant revenues, net of discounts

$

944,424 

 

$

746,327 

 

$

1,784,039 

 

$

1,437,086 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

  Restaurant operating costs:

 

 

 

 

 

 

 

    Cost of sales - food and beverage

278,033 

 

231,178 

 

578,425 

 

464,823 

    Wages and payroll taxes

294,990 

 

243,781 

 

564,271 

 

455,105 

    Occupancy

164,186 

 

125,665 

 

300,142 

 

250,065 

    Other restaurant costs

157,578 

 

99,736 

 

270,161 

 

186,942 

Depreciation and amortization

17,646 

 

22,196 

 

36,424 

 

43,787 

General and administrative expenses

558,409 

 

276,709 

 

905,241 

 

552,281 

 

 

 

 

 

 

 

 

         Total costs and expenses

1,470,842 

 

999,265 

 

2,654,664 

 

1,953,003 

 

 

 

 

 

 

 

 

Loss from operations

(526,418)

 

(252,938)

 

(870,625)

 

(515,917)

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

   Pre-opening expenses

52,329 

 

 

52,329 

 

   Initial and change in fair value of derivatives

208,269 

 

520,145 

 

743,612 

 

631,949 

   (Gain) on debt extinguishment

(77,385)

 

 

(95,160)

 

   Interest expense

475,883 

 

165,901 

 

736,589 

 

489,217 

 

 

 

 

 

 

 

 

         Total other expenses

659,096 

 

686,046 

 

1,437,370 

 

1,121,166 

 

 

 

 

 

 

 

 

Loss before income taxes

(1,185,514)

 

(938,984)

 

(2,307,995)

 

(1,637,083)

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(1,185,514)

 

$

(938,984)

 

$

(2,307,995)

 

$

(1,637,083)

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

$

(0.02)

 

$

(0.05)

 

$

(0.05)

 

$

(0.07)

 

 

 

 

 

 

 

 

Weighted average shares outstanding

49,895,192 

 

19,248,054 

 

44,113,135 

 

25,144,510 


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



F-3



WEST COAST VENTURES GROUP CORP.

 Condensed Consolidated Statement of Deficiency in Stockholders’ Equity

For the three and six months ended June 30, 2019

(Unaudited)

 

 

Number of Shares

 

 

Par Value

 

Additional

Paid-in

 


Accumulated

 

Total

Stockholders’

 

Common

 

Preferred

 

Common

 

Preferred

 

Capital

 

Deficit

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, January 1, 2019

33,906,532

 

500,000

 

$

33,907

 

$

500

 

$

1,256,827

 

$

(3,661,874)

 

$

(2,370,640)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued as inducement fee

1,713,307

 

-

 

1,713

 

-

 

88,287

 

 

90,000 

Shares issued in settlement of debt

5,305,000

 

-

 

5,305

 

-

 

13,262

 

 

18,567 

Net loss three months ended March

   31, 2019

-

 

-

 

-

 

-

 

-

 

(1,122,481)

 

(1,122,481)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE , March 31, 2019

40,924,839

 

500,000

 

40,925

 

500

 

1,358,376

 

(4,784,355)

 

(3,384,554)

Shares issued as debt inducement

1,933,333

 

-

 

1,934

 

-

 

92,797

 

 

94,731 

Shares issued for cash

1,247,449

 

-

 

1,247

 

-

 

65,877

 

 

67,124 

Shares issued for pre-paid rent

386,589

 

-

 

387

 

-

 

26,133

 

 

26,520 

Shares issued in settlement of debt

3,900,000

 

-

 

3,900

 

-

 

35,100

 

 

39,000 

Shares issued for services

3,333,333

 

-

 

3,333

 

-

 

236,000

 

 

239,333 

Shares issued for fixed assets and cash

5,000,000

 

-

 

5,000

 

-

 

324,990

 

 

329,990 

Beneficial conversion feature

-

 

-

 

-

 

-

 

56,250

 

 

56,250 

Net loss three months ended June

   31, 2019

-

 

-

 

-

 

-

 

-

 

(1,185,514)

 

(1,185,514)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE , June 30, 2019

56,725,543

 

500,000

 

$

56,726

 

$

500

 

$

2,195,523

 

$

(5,969,869)

 

$

(3,717,120)


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


WEST COAST VENTURES GROUP CORP.

 Condensed Consolidated Statement of Deficiency in Stockholders’ Equity

For the three and six months ended June 30, 2018

(Unaudited)

 

 

Number of Shares

 


 Par Value

 

Additional

Paid-in

 


Accumulated

 

Total

Stockholders’

 

Common

 

Preferred

 

Common

 

Preferred

 

Capital

 

Deficit

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE, January 1, 2018

30,556,544 

 

500,000

 

$

30,557 

 

$

500

 

$

189,029

 

$

(1,905,326)

 

$

(1,685,240)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued as debt inducement

340,000 

 

-

 

340 

 

-

 

84,660

 

 

85,000 

Shares issued in settlement of debt

1,155,829 

 

-

 

1,155 

 

-

 

214,984

 

 

216,139 

Shares issued for warrant exercise

50,898 

 

-

 

51 

 

-

 

9,467

 

 

9,518 

Shares issued for services

100,000 

 

-

 

100 

 

-

 

22,500

 

 

22,600 

Net loss

 

-

 

 

-

 

-

 

(698,099)

 

(698,099)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE , March 31, 2018

32,203,271 

 

500,000

 

32,203 

 

500

 

520,640

 

(2,603,425)

 

(2,050,082)

Shares issued for services

650,000 

 

-

 

650 

 

-

 

58,350

 

 

59,000 

Shares issued in settlement of debt

3,349,783 

 

-

 

3,350 

 

-

 

263,380

 

 

266,730 

Shares contributed and cancelled

(22,000,000)

 

-

 

(22,000)

 

-

 

22,000

 

 

Net loss

 

-

 

 

-

 

-

 

(938,984)

 

(938,984)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCE , June 30, 2018

14,203,054 

 

500,000

 

$

14,203 

 

$

500

 

$

864,370

 

$

(3,542,409)

 

$

(2,663,336)


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



F-4



WEST COAST VENTURES GROUP CORP.

Condensed Consolidated Statements of Cash Flows

Six months ended June 30,

(Unaudited)

 

2019

 

2018

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net loss

$

(2,307,995)

 

$

(1,637,083)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

     Non-cash debt inducement fee and share based compensation

360,308 

 

81,600 

     Depreciation and amortization

36,424 

 

43,787 

     Amortization of debt discounts

531,719 

 

401,570 

     (Gain) loss on debt conversion and extinguishment

(95,160)

 

     Initial and change in fair value of derivative

743,612 

 

631,949 

     Cumulative change from implementing new accounting standard

26,866 

 

Changes in operating assets:

 

 

 

     (Increase) decrease in receivables

(14,261)

 

352 

     (Increase) decrease in inventory

(11,216)

 

319 

Changes in operating liabilities:

 

 

 

     Increase in accounts payable

31,328 

 

28,436 

     Increase in accrued expenses

26,334 

 

170,659 

     Increase in accrued interest payable

74,940 

 

     Increase in deferred rent

 

1,134 

Net cash used in operating activities

(597,101)

 

(277,277)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

Purchase of fixed assets

(32,649)

 

(34,794)

Purchase of intangible assets

(68,121)

 

Net cash used in investing activities

(100,770)

 

(34,794)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

Proceeds from the sale of shares

67,124 

 

Proceeds from issuance of convertible notes payable for cash

1,009,000 

 

280,000 

Repayment of convertible notes payable

(604,992)

 

Proceeds from third party for shares to be issued

250,000 

 

Proceeds from bank overdraft

 

40,671 

Proceeds from stockholder loan payable

 

15,900 

Payments on stockholder loan payable

(1,800)

 

(9,185)

Proceeds from third party notes payable

375,000 

 

21,300 

Payments on third party notes payable

(118,596)

 

(36,615)

Net cash provided from financing activities

975,736 

 

312,071 

 

 

 

 

Net increase in cash

277,865 

 

CASH, beginning of period

9,635 

 

CASH, end of period

$

287,500 

 

$

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

  Cash paid for interest

$

43,600 

 

$

22,351 

  Cash paid for income taxes

$

 

$

Non-Cash Financing Activities:

 

 

 

Issuance of common stock as inducement fee

$

184,731 

 

$

85,000 

Issuance of common stock in settlement of debt

$

57,568 

 

$

482,870 


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



F-5




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(1) NATURE OF OPERATIONS


West Coast Ventures Group Corp. (“our”, “us”, “we”, “WCVC” or the “Company”) was originally incorporated as Energizer Tennis, Corp. on June 16, 2011 in the State of Nevada. On October 4, 2017, effective for accounting purposes on June 30, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition.  Nixon Restaurant Group, Inc. (“NRG”) was formed on October 12, 2015, under the laws of the State of Florida.  On October 19, 2015, NRG issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies, under common ownership. The transaction was accounted for as a corporate reorganization between entities under common control. These consolidated financial statements reflect the reorganized capital structure retrospectively for all periods presented.


The Company operates 6 restaurants in the Denver, Colorado metro area and 1 in the Ft. Lauderdale, Florida metro area. El Senor Sol - Evergreen is a Mexican restaurant which was opened in 2011. The Company opened the first Illegal Burger restaurant in August 2013. It is co-located with the El Senor Sol restaurant. The second Illegal Burger was opened in Arvada in April 2014. The third Illegal Burger is located in Writer Square in downtown Denver and opened in January 2016. The fourth Illegal Burger is located in the Capital Hill area of Denver and opened in June 2016.The fifth Illegal Burger is located in Glendale area of Denver and opened in October 2018. The first of the Company’s newest concept - Illegal Pizza - opened in Lauderhill, Florida in June 2019. The Company plans to continue opening Illegal Burger and Illegal Pizza restaurants, a quick casual high end restaurant with full liquor licenses. The Company expects to locate in other areas of the country over time.


The Company completed its Illegal Burger Franchise Offering documents in May 2019. Illegal Burger Franchising has retained a marketing group to assist with the startup of its offering of franchises and to pre-qualify potential franchisees. The Company hopes to have its first franchise sales in the third quarter 2019.


The Company began its operations in Illegal Brands in June 2019, offering its own branded CBD infused water and CBD powder packets, first through its restaurant locations. Illegal Brands expects to offer these products to third parties on a wholesale basis.


The accompanying condensed consolidated financial statements include the activities of West Coast Ventures Group Corp., Nixon Restaurant Group, Inc., J&F Restaurant, LLC (El Senor and Illegal Burger Evergreen), Illegal Burger, LLC (Arvada), Illegal Burger Writer Square, LLC, Illegal Burger Capital Hill, LLC, Illegal Burger CitiSet, LLC, Illegal Pizza, LLC, Illegal Brands, LLC, Illegal Burger Franchising, LLC and Illegal Brands IP, LLC, its wholly owned subsidiaries.


(2) BASIS OF PRESENTATION AND USE OF ESTIMATES


a) Basis of Presentation

The comparative amounts presented in these condensed consolidated financial statements are the historical results of West Coast Ventures Group, Corp. inclusive of its wholly owned subsidiaries. The Company has reflected the results on a consolidated basis for all periods presented. All intercompany balances and transactions have been eliminated in consolidation


The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United States of America ("U.S.") as promulgated by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, the accompanying unaudited condensed consolidated interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.



F-6



WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued


b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying condensed unaudited consolidated financial statements involved the valuation of share-based compensation.


c) Accounts Receivable

Accounts receivable is primarily the amount due from the merchant account processor of debit and credit card payments and amounts due from online delivery services; such as, UberEats, Door Dash, etc.


d) Property and Equipment

All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, five or seven years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.


e) Pre-opening Expenses

The Company accumulates the non-capitalizable expenses, such as rent, staffing and training, prior to opening a new location and reports them on a separate line item in the Condensed Consolidated Statement of Operations such that these costs do not skew results from ongoing restaurant operations. In the month in which a new location opens all ongoing expenses are then included with ongoing restaurant operations.


f) Operating Leases

Effective January 1, 2019, we adopted Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) which supersedes the lease accounting requirements in Accounting Standards Codification (ASC) 840, Leases (Topic 840). Please refer to Recent Accounting Pronouncements below for additional information on the adoption of Topic 842 and the impact upon adoption to the Company’s consolidated financial statements.


Under Topic 842, we applied a dual approach to all leases whereby we are a lessee and classifies leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the Company. Lease classification is evaluated at the inception of the lease agreement. Regardless of classification, we record a right-of-use asset and a lease liability for all leases with a term greater than 12 months. Our leases, for the premises we occupy for the Illegal Burger Arvada, Illegal Burger Writer Square, Illegal Burger Capital Hill and Illegal Burger CitiSet were classified as operating leases as of January 1, 2019. Our leases, for the premises we occupy for the Illegal Pizza Lauderhill and the new corporate office were classified as operating leases as of May 1, 2019 and June 1, 2019, respectively. Operating lease expense is recognized on a straight-line basis over the term of the lease.


As a result of adopting this ASU, the Company has recorded a $26,866 effect on the financial statements for the six months ended June 30, 2019.




F-7



WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued


f) Operating Leases , continued

We identify leases in our contracts if the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. We do not allocate lease consideration between lease and non-lease components and record a lease liability equal to the present value of the remaining fixed consideration under the lease. Any interest rate implicit in our leases are generally not readily determinable. Accordingly, we use our estimated incremental borrowing rate at the commencement date of the lease to determine the present value discount of the lease liability. We estimate the incremental borrowing rate for each lease based on an evaluation of our expected credit rating and the prevailing market rates for collateralized debt in a similar economic environment with similar payment terms and maturity dates commensurate with the term of the lease. The right-of-use asset for each lease is equal to the lease liability, adjusted for unamortized initial direct costs and lease incentives. We exclude options to extend or terminate leases from the calculation of the lease liability unless it is reasonably certain the option will be exercised.


g) Net Loss Per Share

Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company.  Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. There were no dilutive common stock equivalents for the periods ended June 30, 2019 and 2018.


h) Income Taxes

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.


The tax years 2017, 2016, and 2015 for the Company remain open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years.


i) Cash and Cash Equivalents

The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents. We had no financial instruments that qualified as cash equivalents.




F-8




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued


j) Financial Instruments and Fair Value Measurements

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.


ASC 825 also requires disclosures of the fair value of financial instruments. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments.


FASB ASC 820 “Fair Value Measurement” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:


Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.


The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.


The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):



 

 June 30, 2019

 

December 31, 2018

Level 3 - Embedded Derivative Liability

$

1,686,929

 

$     

201,891


Changes in Level 3 assets measured at fair value for the three months ended March 31, 2019 were as follows:


Balance, December 31, 2018

$

201,891

Initial valuation of new embedded derivatives

 

392,956

Extinguishment upon conversion or settlement

 

741,426

Change in fair value of derivatives

 

350,656

Balance, June 30, 2019

$

1,686,929





F-9




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued


k) Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion, payment or exercise of a convertible note containing an embedded derivative instrument, the instrument is marked to fair value at the conversion date and the debt and derivative are removed from the balance sheet, The shares issued upon conversion of the note are recorded at their fair value and a gain or loss on extinguishment is recognized, as applicable.


Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.


l) Impairment of Long-Lived Assets

A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value.


m) Related Party Transactions

All transactions with related parties are in the normal course of operations and are measured at the exchange amount.


n) Recent Accounting Pronouncements

The Company recognizes revenue in accordance with ASU 2017-04 A Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. This update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under this updated standard, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity also should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if any. This guidance is effective prospectively and is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.


o) Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers.  This new revenue recognition standard has a five step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.


The Company’s condensed consolidated financial statements are prepared under the accrual method of accounting. Revenues are recognized when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. This occurs only when the product is ordered and subsequently delivered.





F-10




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(2) BASIS OF PRESENTATION AND USE OF ESTIMATES, continued


p) Inventories

Inventories consist of food, beverages, and supplies valued at the lower of cost (first-in, first-out method) or market.


q) Intangible Assets

Intangible assets are being amortized using straight line method over the remaining life of the location lease term, generally five, seven or ten years.


(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS


Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $2.3 million for the six months ended June 30, 2019 and have an accumulated deficit of approximately $6.0 million and a negative working capital of approximately $4.6 million at June 30, 2019, inclusive of indebtedness. These conditions raise substantial doubt about our ability to continue as a going concern.


Failure to successfully continue to grow restaurant operation revenues could harm our profitability and materially adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing and opening restaurant operations.


We are continuing our plan to further grow and expand restaurant operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.


The independent auditors’ report on our consolidated financial statements for the year ended December 31, 2018 contained an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.






F-11




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(4) FIXED ASSETS


Fixed assets consisted of the following:


 

 

June 30, 2019

(unaudited)

 

December 31, 2018

Beginning balance

 

$

484,842 

 

$

408,325 

Additions: Equipment

 

288,692 

 

95,558 

Additions: Leasehold improvements

 

23,947 

 

34,959 

Landlord reimbursements

 

 

(54,000)

Accumulated depreciation

 

(280,221)

 

(250,394)

 

 

 

 

 

Ending Balance

 

$

517,260 

 

$

234,448 


Depreciation expense was $15,306 and $29,827 and $15,126 and $30,857 for the three and six months ended June 30, 2019 and 2018, respectively.


(5) INTANGIBLE ASSETS


In March 2015, as part of the acquisition of the Writer Square downtown location, the Company purchased the rights to negotiate a lease from the landlord for $125,000 in cash. The Company is amortizing this value over the remaining term of the lease.


In March 2016, as part of the acquisition of the Capital Hill location, the Company purchased the existing liquor license for $4,300 in cash. The Company is amortizing this value over the remaining term of the lease.


In September 2018, as part of the development of the CitiSet location, the Company acquired a liquor license for $5,286 in cash. The Company is amortizing this value over the remaining term of the lease.


In April 2019, as part of the acquisition of the Lauderhill location the Company paid a $50,000 assignment fee in cash to the landlord to assume the remaining 8 years of the existing lease. The Company is amortizing this value over the remaining term of the lease.


In June 2019, as part of the development of the Lauderhill location, the Company acquired a liquor license for $1,698 in cash. The Company is amortizing this value over the remaining term of the lease.


In June 2019, the Company paid $16,000 for the final franchise documents enabling Illegal Burger Franchising to offer franchises for sale. The Company is amortizing this value over 10 years.


In June 2019, the Company paid $2,025 for the trademark applications for two new versions of the Company’s existing trademarked logo. The Company is amortizing this value over 10 years.


Amortization expense was $3,472 and $6,597 and $6,465 and $12,930 for the three and six months ended June 30, 2019 and 2018, respectively.




F-12




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(6) NET ACQUIRED LIABILITIES OF DISCONTINUED OPERATIONS


As a result of the reverse acquisition on October 4, 2017, we acquired approximately $0.5 million of liabilities, net of assets, of the former operations of West Coast Ventures Group Corp. (which have been discontinued). During 2017 we issued 3,000,000 shares of our common stock to extinguish $30,000 of indebtedness. We are evaluating the means to relieve the Company of these liabilities.


(7) STOCKHOLDER LOAN


The principal stockholder of the Company has loaned the Company funds at various times on an undocumented loan basis with no stated interest rate. These loans were made principally to complete the conversion of the Illegal Burger - Arvada (2014) and Illegal Burger - Writer Square (2015 and 2016) and Illegal Burger Capital Hill (2016) locations. This stockholder loan balance was $45,152 and $206,434 at June 30, 2019 and December 31, 2018, respectively.


(8) NOTES PAYABLE TO THIRD PARTIES


a) Future Receivables Sale Agreements

During 2018, 2017, 2016 and 2015, the Company entered into several agreements to obtain advances against future restaurant credit/debit card sales. The agreements provides for funding of various percentages of future qualified credit/debit merchant card receivables. Proceeds received from sales of future receivables during 2018 and 2017 totaled $140,000 and $166,082, respectively. In June 2019, the Company entered into a new agreement for the sale of future receivables, under which the Company received $175,000 from a party with an existing relationship with the Company, although there was a zero balance with this party at the time of entering into this transaction. At June 30, 2019 and December 31, 2018, the total payable balances inclusive of interest under the factoring agreements were $333,488 and $154,770, respectively.


b) One Year Notes

In February 2016, the Company entered into a one year note with a third party for a loan of $88,000. This note was payable daily in the amount of $377 paid via ACH draft from the J&F Restaurants, LLC - El Senor Sol Evergreen bank account. This note carries interest at a 7% rate. This note was renewed on December 30, 2016, and the Company received $74,548 in cash, which is net of the $10,452 remaining balance. The new note is payable as a percentage of future qualified credit/debit merchant card receivables. The loan balance was $11,706 and $28,038 at June 30, 2019 and December 31, 2018, respectively.


In April 2019, the Company entered into a one year note with a third party for a loan of $100,000. This note carries a 20% interest rate and is collateralized by a second mortgage on the founder and CEO’s residence. The loan balance, including interest, was $104,548 at June 30, 2019.


c) Convertible Notes - Variable Conversion

In the second quarter 2019, the Company entered into nine convertible notes in exchange for $591,000 in cash with a principal amount of $669,000. These notes mature seven in nine months, one in ten months and one in one year and carry a 12% interest rates. The notes convert into shares of the Company’s common stock at a price of 55% and 50% of the average of the two lowest trade  prices and the lowest trade price for the Common Stock during the 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes were recorded as a derivative liability in the amount of $960,354 with a related debt discount of $602,580, and an immediate loss of $291,355.


In the second quarter 2019, the Company paid off three convertible notes in cash in the amount of $504,812.



F-13



WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(8) NOTES PAYABLE TO THIRD PARTIES , continued


In the first quarter 2019, the Company entered into five convertible notes in exchange for $424,000 in cash. These notes mature one in nine months and four in one year and carry 12%, 10% and 8% interest rates. The notes convert into shares of the Company’s common stock at a price of 55% and 50% of the average of the two lowest trade  prices and the lowest trade price for the Common Stock during the 20 and 25 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes were recorded as a derivative liability in the amount of $467,348 with a related debt discount of $432,166, and an immediate loss of $35,182.


In the first quarter 2019, the Company paid off two convertible notes in cash in the amount of $101,181.


In the fourth quarter 2018, the Company entered into a convertible note in exchange for $138,000 in cash. This note matures in nine months and carries a 12% interest rate. The note converts into shares of the Company’s common stock at a price of 61% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes has been recorded as a derivative liability in the amount of $189,380, with a related debt discount of $138,000, and an immediate loss of $51,380.


In the fourth quarter 2018, the Company paid off one convertible note in cash in the amount of $225,000.


In the third quarter 2018, the Company entered into two convertible notes in exchange for $68,000 in cash. These notes mature in nine months and carries a 12% interest rate. These notes convert into shares of the Company’s common stock at a price of 61% of the average of the two lowest trade prices and the lowest trade price for the Common Stock during the 15 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes has been recorded as a derivative liability in the amount of $151,769, with a related debt discount of $68,000, and an immediate loss of $83,763.


In the third quarter 2018, the Company paid off three convertible notes in cash in the amount of $257,975.


d) Convertible Notes - Fixed Conversion

In the second quarter 2019, the Company entered into one convertible note in exchange for $100,000 in cash. This note matures in one year and carry a 20% interest rates. The note converts into shares of the Company’s common stock at a price of $0.04 per share of Common Stock from October 10, 2019 to maturity. At maturity it is convertible at $0.05 per share as long as Company’s Volume Weighted Average Price, (“VWAP”) for the ten trading days prior to the conversion notice is greater than $0.07 per share. If the VWAP is below $0.07, then the conversion formula is $0.05xVWAP/$0.07. Based on the conversion terms the beneficial conversion rights embedded in this convertible note was recorded as a dept discount in the amount of $56,250.


During the fourth quarter of 2018, one of the parties that purchased one of the variable conversion price convertible notes assigned $50,000 of their note to a third party for $50,000 in cash. This new party immediately amended the assigned note portion to a fixed conversion rate of $0.01 per share of the Company’s common stock. The maturity date of this note was extended to December 31, 2021. The Company recognized no gain or loss associated with this modification. During the second quarter 2019, $39,000 of this note was converted to 3,900,000 shares of common stock.


During the third quarter of 2018, two parties related to each other purchased, through assignment, three of the variable conversion price convertible notes then outstanding. These parties immediately amended the notes to replace the variable conversion rate with a fixed conversion rate of $0.0035 per share of the Company’s common stock. The maturity dates of the three notes was extended to 2020 and 2021.



F-14



WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(8) NOTES PAYABLE TO THIRD PARTIES , continued


e) Third Party Note Payable

In March 2015, the Company entered into an agreement with a third party lender, who extended a $3,000,000 Senior Secured Note. Under the terms of this agreement a first draw was entered into in the amount of $375,000 as a Revolving Note. The lender retained $59,713 of this draw as fees. Under the terms of this Note, the Company was required to replace their credit card/debit card merchant processing to the lender. The lender retained 100% of the credit card/debit card transactions, and forwarded four wire transfers to the Company over a six week period. The credit card/debit card transactions for this six week period amounted to $84,534. The lender remitted $42,379 of this amount to the Company. Of the $42,155 retained by the lender, $14,861 was applied as principal reduction, $7,088 was applied to interest expense and the remaining $20,206 was charged as fees. The Senior Secured Note also called for the payment of a $75,000 investment banking fee.


In May 2015, when it was determined that this repayment structure was not practical for a restaurant operation, the lender agreed to restructure the Revolving Note into a Replacement Promissory Note. This Replacement Promissory Note carries interest at a stated rate of 18% with a maturity of June 1, 2016. The lender charged the Company a $25,000 penalty to convert the Revolving Note into a Replacement Promissory Note. The Replacement Promissory Note called for interest only payments in June, July and August 2015. Starting in September the terms called for the payment of interest, principal starting at $33,649 increasing monthly to $38,474 in June 2016, as the interest on the then outstanding balance fell. In addition the Replacement Promissory Note called for the payment of a $106,000 Redemption Premium as part of the total monthly payment of $49,651.


As a direct result of delays in opening the new Writer Square location, the lender agreed to interest only payments via ACH draft every Monday.  In June 2015, the Company paid $1,080 per week, which was increased to $1,200 per week for July 1 through October 15, 2015. It was then increased to $1,500 per week from October 16, 2015 through the third week of March 2016, when it was increased to $2,000 per week.


At both June 30, 2019 and December 31, 2018 the principal balance of the loan was $322,220. The Company also accrued the $25,000 conversion penalty, the $75,000 investment banking fee and the $106,000 redemption premiums as accrued interest because the Replacement Promissory Note allows for prepayment but all these A fees” were due upon prepayment.


Certain third parties have advanced funds to WCVC to fund its ongoing operations. These advances have been formalized into demand notes payable, which, at September 30, 2017, amount to $54,039 and carry a 5% interest rate. WCVC has a $250,000 note payable which is due in April 2018 and carries a 5% interest rate. These liabilities have been incorporated into liabilities from discontinued operations.


(9) OPERATING LEASES


Adoption of ASC Topic 842, Leases

On January 1, 2019, the Company adopted Topic 842 using the modified retrospective method applied to leases that were in place as of January 1, 2019. Results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. The Company’s leases consists of operating leases that relate to real estate rental agreements. All of the value of the Company’s lease portfolio relates to real estate lease agreements that were entered into starting in May 2014.


Practical Expedients and Elections

The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We also elected the short-term lease recognition exemption for all leases that qualify.



F-15




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(9) OPERATING LEASES , continued


Discount Rate Applied to Property Operating Lease

To determine the present value of the minimum future lease payments for operating leases at January 1, 2019, the Company was required to estimate a rate of interest that we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment (the A incremental borrowing rate” or A IBR”). The Company determined the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the interest rate average for its latest borrowings.


Right of Use Assets

Right of use assets are included in the unaudited condensed consolidated Balance Sheet as follows:


Non-current assets

Right of use assets, net of amortization - $1,624,858.


Total operating lease cost

Individual components of the total lease cost incurred by the Company is as follows:


 

Three Months Ended

June 30, 2019

 

Six Months Ended

June 30, 2019

Operating lease expense

$113,206

 

$189,487


Minimum rental payments under operating leases are recognized on a straight light basis over the term of the lease.


Maturity of operating leases


The amount of future minimum lease payments under operating leases at June 30, 2019 are as follows:


 

Operating Lease

Undiscounted future minimum lease payments:

 

2019 (6 months remaining)

$

257,339 

2020

426,062 

2021

305,589 

2022

234,752 

2023

246,641 

Thereafter

776,442 

 

 

Total

2,246,825 

Amount representing imputed interest

(577,132)

 

 

Total operating lease liability

$

1,669,693 

Current portion of operating lease liability

$

272,370 

Operating lease liability, non-current

$

1,397,323 




F-16



WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(10) STOCKHOLDERS’ EQUITY


At June 30, 2019 and December 31, 2018, the Company has 650,000,000 and 250,000,000 shares of par value $0.001 common stock authorized and 56,725,543 and 33,906,532 issued and outstanding, respectively. At June 30, 2019 and December 31, 2018, the Company has 10,000,000 shares of par value $0.001 preferred stock authorized and 500,000 issued and outstanding.


Common Stock

In the second quarter 2019, the Company issued 1,933,333 shares of common stock as an inducement for the extension of convertible debt, valued at $94,730. The Company issued 3,900,000 shares of common stock valued at $316,500 to settle $39,000 of convertible debt pursuant to the modification of terms to fixed conversion rate. The Company issued 3,333,333 shares of common stock in exchange for services valued at $239,333. The Company issued 5,000,000 shares of common stock in exchange for $50,000 in cash and $279,990 in fixed assets. The Company issued 386,589 shares of common stock in exchange for one-half of the first year rent on the Company’s corporate office, valued at $26,520. The Company issued 1,247,449 shares of common stock in exchange for $67,124 in cash.


In the first quarter 2019, the Company issued 1,713,307 shares of common stock as a commitment fee for its equity line of credit, valued at $90,000. The Company issued 5,305,000 shares of common stock valued at $300,885 to settle $18,568 of convertible debt pursuant to the modification of terms to fixed conversion rate.


In the fourth quarter 2018, the Company issued 10,000,000 shares of common stock to the Company’s principal officer to settle $100,000 of accrued payroll for him. The Company issued 4,625,000 shares of common stock valued at $289,375 to settle $16,187 of convertible debt and recorded a loss of $273,188.


In the third quarter 2018 the Company issued 750,000 shares of common stock in exchange for services valued at $18,750. The Company issued 764,205 shares of common stock valued at $19,769 to settle $7,102 of convertible debt and recorded a loss of $12,767. The Company issued 5,111,000 shares of common stock in exchange for $27,220 in cash.  


 The Company repurchased and retired 1,546,727 shares of common stock for $34,000 in cash under a settlement agreement with a convertible note holder.


In the second quarter 2018 the Company issued 650,000 shares of common stock in exchange for services valued at $59,000. The Company issued 3,349,783 shares of common stock valued at $266,729 to settle $94,226 of convertible debt. The CEO of the Company and his spouse contributed 22,000,000 shares of common stock valued at $3,140,000 to the Company which cancelled the shares, pursuant to a request from OTC Markets as part of the approval to list the common stock on the OTCQB.


In the first quarter 2018 the Company issued 100,000 shares of common stock in exchange for services valued at $22,600. The Company issued 340,000 shares of common stock valued at $85,000 as a debt inducement. The Company issued 1,155,829 shares of common stock valued at $216,140 to settle $16,528 of convertible debt and 50,898 shares of common stock valued at $9,518 upon the cash-less exercise of a warrant.


Preferred stock

The rights and privileges of the Series A preferred stock are solely as a “super voting” stock, whereby each one share of Series A holds votes amounting to the equivalent of 100,000 shares of common stock. Therefore, the 500,000 shares of Series A issued and outstanding hold aggregate votes equal to 500,000,000 common shares. The Series A shares have no dividend rights, no liquidation preferences, are not transferable and can be redeemed by the holder for $5,000 in cash from the Company for the entire 500,000 share block at the holder’s option.



F-17




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(11) COMMITMENTS AND CONTINGENCIES


a) Real Property Leases

The Company leases 7 (seven) restaurant spaces and its corporate office from unrelated parties. Rent expense paid was $111,509 and $209,038 and $211,294 and $102,188 for the three and six months ended June 30, 2019 and 2018.


Future minimum lease payments under these real property lease agreements are as follows:


For the Year Ending December 31,

 


ESSE

 


IBE

 


IBA

 


IBWS

 


IBCH

 


IBCS

 


IPL

2019 (6 months)

 

$

8,000

 

$

5,600

 

$

37,398

 

$

51,322

 

$

33,739

 

$

31,800

 

$

31,807

2020

 

$

-

 

$

-

 

$

77,038

 

$

102,643

 

$

69,501

 

$

65,400

 

$

64,690

2021

 

$

-

 

$

-

 

$

25,931

 

$

102,643

 

$

23,394

 

$

67,200

 

$

66,151

2022

 

$

-

 

$

-

 

$

-

 

$

104,354

 

$

-

 

$

69,000

 

$

67,648

2023

 

$

-

 

$

-

 

$

-

 

$

112,908

 

$

-

 

$

70,800

 

$

69,183

Thereafter

 

$

-

 

$

-

 

$

-

 

$

206,997

 

$

-

 

$

354,000

 

$

235,757

Total minimum lease payments

 

$

8,000

 

$

5,600

 

$

140,367

 

$

680,867

 

$

126,634

 

$

658,200

 

$

535,236

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WCVC

 

Total

 

 

 

 

 

 

 

 

 

 

2019 (6 months)

 

$

13,260

 

$

212,925

 

 

 

 

 

 

 

 

 

 

2020

 

$

26,520

 

$

405,792

 

 

 

 

 

 

 

 

 

 

2021

 

$

13,260

 

$

298,579

 

 

 

 

 

 

 

 

 

 

2022

 

$

-

 

$

241,002

 

 

 

 

 

 

 

 

 

 

2023

 

$

-

 

$

252,891

 

 

 

 

 

 

 

 

 

 

Thereafter

 

$

-

 

$

796,754

 

 

 

 

 

 

 

 

 

 

Total minimum lease payments

 

$

53,040

 

$

2,207,943

 

 

 

 

 

 

 

 

 

 


ESSE: El Senor Sol - Evergreen; IBE: Illegal Burger - Evergreen; IBA: Illegal Burger - Arvada; IBWS - Illegal Burger - Writer Square; IBCH - Illegal Burger - Capital Hill; IBCS - Illegal Burger - CitiSet; IPL - Illegal Pizza - Lauderhill; WCVC - corporate office

The Company’s leases for El Senor Sol B Evergreen locations expire on August 31, 2019.




F-18




WEST COAST VENTURES GROUP CORP.

Notes to Unaudited Condensed Consolidated Financial Statements


(11) COMMITMENTS AND CONTINGENCIES , continued


b) Other

The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations.


c) Litigation

On October 8, 2018, the creditor holding the First Amended Senior Secured Note from Illegal Burger, LLC filed suit in Broward County, Florida. The creditor is demanding $565,267 plus interest, costs and attorney fees. The Company expects to either negotiate a settlement agreement or to vigorously defend this action. This action is in the discovery phase.


(12) CONCENTRATIONS OF CREDIT RISK


a) Cash

The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had no cash balance in excess of FDIC insured limits at June 30, 2019 and December 31, 2018.


(13) SUBSEQUENT EVENTS


a) Convertible Notes - Variable Conversion

In the third quarter 2019, the Company entered into five convertible notes in exchange for $437,400. Two of these notes mature in 9 months and three in one year. These notes carry an interest rates of 8% and 12% and one has a 10% Original issue Discount (OID). The OID will be recorded as a debt discount and amortized over the life of the loan. The notes convert into shares of the Company’s common stock at a price of 50%, 55% and 60% of the lowest trade price for the Common Stock during the 10 and 20 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Based on the variable conversion terms the beneficial conversion rights embedded in these convertible notes has been recorded as a derivative liability in the amount of $545,329, with a related debt discount of $378,536, and an immediate loss of $166,793.


The Company paid off in cash two convertible notes in the amount of $303,834.


d) Stockholder’s Equity

In the third quarter 2019, the Company issued 100,000 shares of common stock valued at $5,450 as a debt inducement fee. The Company issued 7,005,246 shares of common stock valued at $281,651 to settle $80,320 of debt. The Company issued 1,537,246 shares of common stock valued at $32,282 for cash under a securities purchase agreement from October 2018.



F-19



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


Management’s Discussion and Analysis and Results of Operations


The following management’s discussion and analysis (“MD&A”) should be read in conjunction with West Coast Ventures Group Corp. (“WCVC”) financial statements for the years ended December 31, 2018 and December 31, 2017, and the notes thereto. Additional information relating to WCVC is available through its brand website: www.illegalburger.com and www.westcoastventuresgroupcorp.com


Safe Harbor for Forward-Looking Statements  


Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to NRG or its management. These forward-looking statements are not facts, promises or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products and litigation, as well as the matters discussed in WCVC  MD&A under Risk Factors . Readers should not place undue reliance on any such forward-looking statements. WCVC disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.


Overview


West Coast Ventures Group Corp. (“our”, “us”, “we” ,“WCVC” or the “Company”) was originally incorporated as Energizer Tennis, Corp. on June 16, 2011 in the State of Nevada. On October 4, 2017, effective for accounting purposes on June 30, 2017, WCVC entered into an agreement to acquire Nixon Restaurant Group, Inc. in a transaction accounted for as a reverse acquisition.


Nixon Restaurant Group, Inc. (“us”, “we” NRG or “our”) was formed on October 12, 2015, under the laws of the State of Florida. On October 19, 2015, we issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC, Colorado Limited Liability Companies controlled by our founder, James Nixon.  As a result of the transaction, J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC became our wholly-owned subsidiaries.


·

We own and operate the following seven (7) restaurant locations:

·

J&F Restaurants, LLC was formed in Colorado on March 12, 2011 and owns and operates El Senor Sol, a casual Mexican restaurant located at 29017 Hotel Way, Unit 103B Evergreen, Colorado 80439-8235 which opened in June 2011.

·

J&F Restaurants, LLC also owns and operates Illegal Burger, an upscale fast casual restaurant located at 29017 Hotel Way, Unit 102B, Evergreen, Colorado 80439-8235 which opened in August 2013.

·

Illegal Burger, LLC was formed in Colorado on May 31, 2013 and owns and operates Illegal Burger, an upscale fast food restaurant located at 15400 W 64 th Avenue, Unit E1A, Arvada Colorado 80007-6876which opened in January 2013,

·

Illegal Burger Writer Square LLC was formed in Colorado on April 19, 2015, and owns and operates an Illegal Burger location at 1512 Larimer Street, Suite R, Denver Colorado 80202-1690 which opened in January 2016, and

·

Illegal Burger Capital Hill, LLC was formed in Colorado on March 4, 2016 and owns and operates an Illegal Burger location at 609 North Grant Street, Denver Colorado 80202-3506 which opened in June 2016.

·

Illegal Burger CitiSet, LLC was formed in Colorado on June 21, 2018 and owns and operates an Illegal Burger location at 652 South Colorado Boulevard, Unit A, Denver Colorado 80246 which opened in October 2018.



1



·

Illegal Pizza Lauderhill, LLC was formed in Florida on February 5, 2019 and owns and will operate our first Illegal Pizza location at 5401 N. University Dr., Lauderhill, FL 33351 which opened at the end of June 2019.

·

Illegal Burger Franchising, LLC was formed in Colorado on January 17, 2019 to be the entity to sell franchises, filing and offering documents for such are being prepared.

·

Illegal Brands, LLC was formed in Colorado on April 1, 2019 to be the entity to sell CBD products which are currently under development.

·

Illegal Brands IP, LLC was formed in Colorado on April 9, 2019 to own all registered trademarks for Illegal Burger, Illegal Pizza and Illegal Brands, and as such will not have any operations.


Each of our Illegal Burger and Illegal Pizza restaurants offers a full bar. Each of our restaurants offers a full menu and alcoholic beverages including liquor. Our Illegal Burger restaurants offer consumers a practical alternative to the over- commercialized healthy dining craze by offering a variety of burgers made with all never frozen, hormone-free beef, french fries, cheesy taters and adult and virgin milk shares including Nutella, peanut butter, caramel, Oreo, vanilla, chocolate and strawberry as well as a full bar.  Our El Senor Sol restaurant offers Mexican food and a full bar including tequila menu. Our new Illegal Pizza concept offers consumers a practical alternative to the over-commercialized healthy dining craze by offering a variety of pizzas made with all never frozen, natural toppings.


Our principal executive office is located at 6610 Holman St, Suite 301, Arvada, Colorado 80004.  Our telephone number is (303) 423 1300. Our websites are: www.illegalburger.com and  www.illegalpizza.com and illegalbrands.com and www.westcoastventuresgroupcorp.com .


Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018


Revenue


For the three months ended June 30, 2019, revenue generated was $944,424, as compared to $746,327 for the three months ended June 30, 2018. The year over year increase of approximately 26.54% was mainly attributable to our location in Glendale, CO which opened in October 2018. The year over year same store sales increase of approximately 7.92% was mainly attributable to expansion of our marketing, especially in the downtown location and an increased emphasis on the various on-line ordering and delivery platforms we employ.


Cost of Sales


Ongoing restaurant cost of sales decreased to $894,787 from $700,360, or 0.3%. This decrease was primarily due to an active cost control program instituted during 2018. Our ongoing restaurant cost of sales, as a percentage of sales, was approximately 94.74% and 93.84% for the three months ended June 30, 2019 and 2018, respectively.


Gross Profit


Our ongoing restaurant operations gross profit was $49,637 and $45,967 for the three months ended June 30, 2019 and 2018, respectively. Our ongoing restaurant gross profit, as a percentage of sales, was approximately 5.26% and 6.08% for the three months ended June 30, 2019 and 2018, respectively.


Our ongoing restaurant gross profit, as a percentage of gross sales was slightly lower in 2019 due to the current trend of high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs, our increased marketing costs and the start-up costs with our newest concept location - Illegal Pizza Lauderhill. At the end of the first quarter 2018 we raised our prices chain-wide to counteract the decrease in gross profit seen in the first quarter.


General and Administrative Expenses




2



General and administrative expenses for the three months ended June 30, 2019 were $556,738 compared to $165,901 for the three months ended June 30, 2018. The increase was the result principally due to share based compensation to third parties.


Net Loss


Net loss for the three months ended June 30, 2019 was $1,185,514 compared to a net loss of $938,984 for the three months ended June 30, 2018. This increase in the loss was the result of many factors: high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs; ongoing public company expenses, interest expense and principally, derivative costs.


Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018


Revenue


For the six months ended June 30, 2019, revenue generated was $1,784,039, as compared to $1,437,327 for the six months ended June 30, 2018. The year over year increase of approximately 24.14% was mainly attributable to a full six months of the CitiSet location operations, expansion of our marketing, especially in the downtown location and an increased emphasis on the various on-line ordering and delivery platforms we employ.


Cost of Sales


Ongoing restaurant cost of sales increased to $1,752,439 from $1,356,935, or 29.15%. This increase was primarily due to a full six months of the CitiSet location operations high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs. Our ongoing restaurant cost of sales, as a percentage of sales, was approximately 98.23% and 94.4% for the six months ended June 30, 2019 and 2018, respectively.


Gross Profit


Our ongoing restaurant operations gross profit was $31,600 and $80,151 for the six months ended June 30, 2019 and 2018, respectively. Our ongoing restaurant gross profit, as a percentage of sales, was approximately 1.77 and 5.6% for the six months ended June 30, 2019 and 2018, respectively.


Our ongoing restaurant gross profit, as a percentage of gross sales was lower in 2019 because of the current trend of high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs. At the end of the first quarter 2018 we raised our prices chain-wide to counteract the decrease in gross profit seen in the first quarter.


General and Administrative Expenses


General and administrative expenses for the six months ended June 30, 2019 were $902,241 compared to $552,281 for the six months ended June 30, 2018. The increase was the result principally due to share based compensation to third parties.


Net Loss


Net loss for the six months ended June 30, 2019 was $2,307,995 compared to a net loss of $1,637,083 for the six months ended June 30, 2018. This increase in the loss was the result of many factors: high personnel cost in the industry because of heavy competition for personnel from the construction and marijuana industries in Denver; across the board increased prices in our foodstuffs and our increased marketing costs; ongoing public company expenses and principally, derivative costs.



3




Liquidity and Capital Resources


Cash Flow Activities


Cash was $287,500 at June 30, 2018 and $9,635 at December 31, 2018.


Financing Activities


During the six months ended June 30, 2019, we received proceeds of $1,009,000 from issuance of convertible notes and repaid $604,992 of convertible debt; $375,000 from the issuance of third party debt and repaid $118,596 of third party debt and $1,800 of our officer loan; $67,124 from the sale of shares of common stock and $250,000 for shares of common stock to be issued. During the six months ended June 30, 2018, we received proceeds of $280,000 from issuance of convertible notes; $21,300 from third party debt and repaid $36,616 of third party debt, $15,900 from our officer and $40,671 from a bank overdraft.


Critical Accounting Policies and Estimates


We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:


Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Fair Value of Financial Instruments


The Company’s financial instruments consist of cash and cash equivalents, trade receivables, prepaid expenses, payables, accrued expenses and notes payable.   Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument.  These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. We consider the carrying values of our financial instruments in the condensed consolidated financial statements to approximate fair value, due to their short-term nature.


Property and Equipment


Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is provided for using straight-line methods over the estimated useful lives of the respective assets, usually three to seven years.


Valuation of Long-Lived Assets


We periodically evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.  If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset were less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value.  We do not believe that there has been any impairment to long-lived assets as of June 30, 2019 and 2018.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4).




4



Recent Accounting Pronouncements


(See “Recently Issued Accounting Pronouncements” in Note 3 of Notes to the Financial Statements.)


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


As a “smaller reporting company”, we are not required to provide the information required by this Item.


Item 4.  Controls and Procedures


Disclosure Controls and Procedures


We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2019. This evaluation was carried out under the supervision and with the participation of our President and our Chief Financial Officer. Based upon that evaluation, our President and Chief Financial Officer concluded that, as of June 30, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.


A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2019, our disclosure controls and procedures were not effective for the following reasons: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.


Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting


Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.


Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting during the quarter ended June 30, 2019, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.



5



PART II - OTHER INFORMATION


Item 1.  Legal Proceedings


On October 8, 2018, the creditor holding the First Amended Senior Secured Note from Illegal Burger, LLC filed suit in Broward County, Florida. The Company has received an extension of time to answer this lawsuit. The Company expects to either negotiate a settlement agreement or to vigorously defend this action. This action is currently in the discovery phase.  


Item 1A.  Risk Factors


As a “smaller reporting company”, we are not required to provide the information required by this Item.


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


In the second quarter 2019, the Company issued 1,933,333 shares of common stock as an inducement for the extension of convertible debt, valued at $94,730. The Company issued 3,900,000 shares of common stock valued at $316,500 to settle $39,000 of convertible debt pursuant to the modification of terms to fixed conversion rate. The Company issued 3,333,333 shares of common stock in exchange for services valued at $239,333. The Company issued 5,000,000 shares of common stock in exchange for $50,000 in cash and $279,990 in fixed assets. The Company issued 386,589 shares of common stock in exchange for one-half of the first year rent on the Company’s corporate office, valued at $26,520. The Company issued 1,247,449 shares of common stock in exchange for $67,124 in cash.


In the first quarter 2019 the Company issued 1,713,307 shares of common stock as a commitment fee for its equity line of credit, valued at $90,000. The Company issued 5,305,000 shares of common stock valued at $300,885 to settle $18,568 of convertible debt.


Item 3.  Defaults Upon Senior Securities


None.


Item 4.  Mine Safety Disclosures


Not applicable.


Item 5.  Other Information


None.



6




Item 6.  Exhibits


Exhibit Number

Description

(3)

Articles of Incorporation

3.1

Articles of Merger by and between the Company and its wholly owned subsidiary, West Coast Ventures Group Corp, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.1 to the Company’s Annual Report on Form 10-K)

3.2

Certificate of Amendment of Articles of Incorporation, filed with the Nevada Secretary of State on February 4, 2016. (filed with the SEC on May 12, 2017 as Exhibit 3.2 to the Company’s Annual Report on Form 10-K)

(31)

Rule 13a-14 (d)/15d-14d) Certifications

31.1*

Section 302 Certification by the Principal Executive Officer

31.2*

Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer

(32)

Section 1350 Certifications

32.1**

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

101*

Interactive Data File

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.



7




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.

 

 

WEST COAST VENTURES GROUP CORP.

 

 

(Registrant)

 

 

 

 

 

 

Dated:  August 19, 2019

 

/s/ James M. Nixon

 

 

James M. Nixon

 

 

President, Chief Executive Officer, Chief Financial Officer, Secretary and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)




8


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