2.
|
GOING
CONCERN AND MANAGEMENT’S PLAN
|
These
financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. The Company has not generated revenue and during the three
and six months ended September 30, 2017, and incurred a net loss of $2,648,594 and $6,762,985 for the three and six months ended
September 30, 2017, respectively. The Company has an accumulated deficit of $13,825,370 as of September 30, 2017. The continuation
of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise
equity or debt financing, and the attainment of profitable operations from the Company’s future business. Additionally,
the Company is actively seeking strategic alliances in order to accelerate its growth in the industry. These factors raise substantial
doubt regarding the Company’s ability to continue as a going concern for one year from the date these financial statements
are issued. These financial statements do not include any adjustments to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
3.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Principles
of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, including Cannavoices, Inc. and FH Acquisition Corp. (“FHA”) All significant intercompany balances and transactions have been eliminated in consolidation.
Consolidated
Variable Interest Entity (“VIE”)
On
September 1, 2016, Cannavoices entered into a share exchange agreement with FHA, whereby all the issued and outstanding capital
stock of FHA was exchanged for an aggregate of 1,334,262 shares of the Cannavoices’ common stock. FHA shares were exchanged
on a one-for-one basis with the shares of the Cannavoices’ common stock. Effective on the date of the share exchange agreement,
FHA became a wholly-owned subsidiary of the Company.
The
Company previously determined FHA was a VIE and Cannavoices was the primary beneficiary. This was concluded as FHA collected capital
raised from investors and funded invoices of Cannavoices as directed by the Cannavoices’ Board of Directors. The Company
has presented the financial statements on a consolidated basis since FHA’s inception (November 23, 2015). Accordingly, intercompany
activity between the Company and FHA are eliminated in consolidation.
Use
of Estimates
The
financial statements and accompanying notes are prepared in accordance with U.S. GAAP, which requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s
significant estimates and assumptions include the fair value of the Company’s stock and the valuation allowance relating
to the Company’s deferred tax assets.
Revenue
Recognition
In
accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”)
Topic 13,
Revenue Recognition
, the Company recognizes revenues when it is realized or realizable and earned. The Company
records revenues when the following four fundamental criteria under SAB Topic 13 are met: (i) persuasive evidence of an arrangement
exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable, and
(iv) collection of the resulting receivable is reasonably assured. Payments received before all of the relevant criteria for revenue
recognition are satisfied are recorded as advances from customers on the balance sheet. For the period from February 27, 2013
(inception) to September 30, 2017, the Company did not recognize any revenue.
Stock-Based
Compensation
The
Company accounts for stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” using the fair value method.
All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted
for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more
reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured
and recognized based on the fair value of the equity instruments issued.
The
Company accounts for stock-based compensation to consultants and other third parties in accordance with ASC 505-50 “Equity-Based
Payments to Non-Employees.” Compensation expense is determined at the “measurement date.” The expense is recognized
over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains
uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.
Dividends
The
Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur any advertising
expense for the three and six months ended September 30, 2017 and September 30, 2016, respectively.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased with an original maturity of three months or less when purchased to
be cash equivalents, to the extent the funds are not being held for investment purposes. As at September 30, 2017 and March 31,
2017, the Company had no cash or cash equivalents.
Fair
Value of Financial Instruments
The
carrying amounts (if any) of cash, accounts payable, and accrued liabilities approximate fair value due to the short-term nature
of these instruments.
The
Company measures the fair value of financial assets and liabilities based on the guidance of the FASB ASC in accordance with U.S.
GAAP, ASC 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring
fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange 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 establishes a fair
value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value.
ASC
820 describes three levels of inputs that may be used to measure fair value:
Level
1 — quoted prices in active markets for identical assets or liabilities
Level
2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level
3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)
Convertible
Instruments
U.S.
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative
financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics
and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks
of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is
not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported
in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered
a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described
under applicable ASC 480-10.
When
the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company
records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments
based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction
and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of
the related debt to their stated date of redemption.
Derivative
Financial Instruments
The
Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide the Company
with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that
such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that
(i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event
is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares
(physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other
free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities
is required.
The
Company’s free-standing derivatives consisted of warrants to purchase common stock that were issued in connection with the
issuance of debt and of embedded conversion options with convertible debentures. The Company evaluated these derivatives to assess
their proper classification in the balance sheet as of September 30, 2017 using the applicable classification criteria enumerated
under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion and/or exercise features do not
contain fixed settlement provisions. The convertible debentures contain a conversion feature such that the Company could not ensure
it would have adequate authorized shares to meet all possible conversion demands.
As
such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark
to market all such derivatives to fair value at the end of each reporting period.
Net
Loss per Common Share
Basic
loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average
number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net loss available
to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average
number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Although
there were common stock equivalents as of September 30, 2017, they were anti-dilutive.
|
|
For the Three
Months Ended
September 30, 2017
|
|
|
For
the Three
Months Ended
September 30, 2016
|
|
Net Loss
|
|
$
|
(2,648,594
|
)
|
|
$
|
(588,434
|
)
|
Weighted Average Shares
|
|
|
29,041,826
|
|
|
|
21,993,508
|
|
Net Loss Per share
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
|
|
For the Six
Months Ended
September 30, 2017
|
|
|
For
the Six
Months Ended
September 30, 2016
|
|
Net Loss
|
|
$
|
(6,762,985
|
)
|
|
$
|
(2,900,800
|
)
|
Weighted Average Shares
|
|
|
27,440,572
|
|
|
|
21,437,374
|
|
Net Loss Per share
|
|
$
|
(0.25
|
)
|
|
$
|
(0.14
|
)
|
The
following financial instruments were not included in the diluted loss per share calculation as of September 30, 2017 and 2016
because their effect was anti-dilutive:
|
|
As of September 30,
|
|
|
|
2017
|
|
|
2016
|
|
Warrants to purchase Common Stock
|
|
|
463,334
|
|
|
|
-
|
|
Convertible notes
|
|
|
872,250
|
|
|
|
266,667
|
|
Total
|
|
|
1,335,584
|
|
|
|
266,667
|
|
Income
Taxes
The
Company provides for income taxes under ASC 740 “Accounting for Income Taxes”. ASC 740 requires the use of an asset
and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are
expected to reverse.
The
Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax
expense. No interest or penalties have been recognized as of and for the quarters ended September 30, 2017 and 2016.
ASC
740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets will not be realized.
Impairment
of Long-Lived Assets
The
Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may
not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived
assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss
based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or the fair value less costs to sell.
Recent
Accounting Pronouncements
In
July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing
Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this update change the classification
analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether
certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes
equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify
existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument
(or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence
of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present
earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it
is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.
Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance
for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including
related EPS guidance (in Topic 260). The amendments in Part II of this update recharacterize the indefinite deferral of certain
provisions of Topic 480 that now are presented as pending content in the codification, to a scope exception. Those amendments
do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities,
including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should
be reflected as of the beginning of the fiscal year that includes that interim period. While the Company does not expect the adoption
of ASU 2017-11 to have a material effect on its business, the Company is still evaluating any potential impact that adoption of
ASU 2017-11 may have on its financial position, results of operations or cash flows.
In
May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which
amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing
guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09
is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, which would
be the Company’s fiscal year ending March 31, 2019. Early adoption is permitted, including adoption in any interim period,
for public business entities for reporting periods for which financial statements have not yet been issued. While the Company
does not expect the adoption of ASU 2017-09 to have a material effect on its business, the Company is still evaluating any potential
impact that adoption of ASU 2017-09 may have on its financial position, results of operations or cash flows.
In
October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, to
improve and simplify the accounting for the income tax consequences of intra-entity transfers of assets other than inventory,
requiring companies to recognize income tax consequences upon the transfer of the asset to a third party. ASU 2016-16 is effective
for annual periods beginning after December 15, 2017, and interim periods within those annual periods, which would be the Company’s
fiscal year ending March 31, 2019. While the Company does not expect the adoption of ASU 2016-16 to have a material effect on
its business, the Company is still evaluating any potential impact that adoption of ASU 2016-16 may have on its financial position,
results of operations or cash flows.
In
August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash
Payments, which will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement
of cash flows. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its business, its financial
position, results of operations or cash flows.
In
March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation – Improvements to Employee Share-Based
Payment Accounting. ASU 2016-09 simplifies the accounting for several aspects of the accounting for share-based payment transactions,
including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement
of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those
annual periods, which would be the Company’s fiscal year ending March 31, 2018. The Company does not expect the adoption
of ASU 2016-09 to have a material effect on its business, its financial position, results of operations or cash flows.
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations
by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.
Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this update supersedes
Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from
leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability)
and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments
in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal
years, which would be the Company’s fiscal year ending March 31, 2020. The Company does not expect the adoption of ASU 2016-09
to have a material effect on its business, its financial position, results of operations or cash flows.
In
January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities.” The updated guidance enhances the reporting model for financial
instruments, and requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure
purposes, and the separate presentation of financial assets and financial liabilities by measurement category and form of financial
asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.
The guidance is effective for annual and interim reporting periods beginning after December 15, 2017. The Company expects that
this guidance will not have a material effect on its financial statements.
In
November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,”, which requires
entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies
the current guidance in ASC 740, which requires entities to separately present deferred tax assets and liabilities as current
and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and
interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or
annual reporting period. The Company expects that this guidance will not have a material effect on its financial statements.
In
August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern,” which impacts
the accounting guidance related to the evaluation of an entity’s ability to continue as a going concern. The amendment establishes
management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as
a going concern in connection with preparing financial statements for each annual and interim reporting period. The amendment
also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial
doubt about an entity’s ability to continue as a going concern. The amended guidance is effective prospectively for fiscal
years beginning after December 15, 2016. The Company has adopted this new guidance effective as of the inception date. The adoption
of this ASU did not have a material impact on the Company’s financial position, results of operations or cash flows.
In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting
standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods
or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services.
In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim
reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods
beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively
to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application
(modified retrospective). The Company will adopt ASU 2014-09 beginning April 1, 2018 and apply the full retrospective approach.
Until such time as the Company makes an acquisition or commences monetizing its assets, the Company does not know what the impact
of this new standard will be or if it will impact the Company’s disclosure.
4.
|
CONVERTIBLE
PROMISSORY NOTE RECEIVABLE
|
On
March 31, 2016, the Company purchased a convertible promissory note from a related party (the “Assignor”) in the principal
amount of $100,000. The convertible promissory note was assigned to the Company for $100,000 in cash consideration and the Assignor
of the convertible promissory note relinquished any further participating interest. The convertible promissory note accrues interest
at 6% compounded annually and matures on November 30, 2017. The convertible promissory note is convertible into equity of the
social media company, the issuer of the note, upon events not certain to occur as of September 30, 2017.
The
balance of the convertible promissory note receivable, including accrued interest at September 30, 2017 and March 31, 2017 was
$109,000 and $106,000, respectively. For the three and six months ended September 30, 2017 and 2016, the Company recognized $1,500
and $3,000 in interest income, respectively.
5.
|
ASSET
PURCHASE AGREEMENT – INTELLECTUAL PROPERTY
|
On
July 17, 2017, the Company entered into an asset purchase agreement (the “Agreement”) with Interactive Systems Worldwide,
Inc. (“ISWI”). Pursuant to the Agreement, the Company purchased
the proprietary
intellectual property assets
from ISWI, which include software designed, developed and patented by ISWI for the purposes
of wagering on sporting events called SportXction
®
and other related intellectual property rights (the “IP
Assets”).
SportXction
®
enables users to wager at fixed prices during
the course of a sporting event, such as soccer, football, baseball, basketball, golf, tennis, rugby, cricket and snooker, among
many others.
The Company did not assume any of ISWI’s liabilities.
As
consideration for the IP Assets, the Company issued ISWI an aggregate of 2,000,000 shares of Company’s restricted common
stock. The Company determined the valuation of the 2,000,000 shares should be at the most recent arms-length transaction price
of $1.00 per share or $2,000,000 to reflect the fair value of the consideration purchased based on future earnings assumptions
utilizing the IP Assets. The Company considers stock sales to independent investors to be a better indicator of the true fair
value of the Company’s restricted common stock based on its limited trading market and lack of liquidity. The asset purchase
was an arms-length transaction from an independent third party. The Company booked the intangible IP Assets at the fair value
of the consideration transferred of $2,000,000. The Company has determined to amortize the IP Assets over three years on a straight-line
basis. For the three months ended September 30, 2017, the Company incurred $111,112 in amortization expense.
On April 27, 2016, the Company issued a
promissory note in the principle amount of $600,000, net of associated discount of $20,000, (the “HSTM Note”). The
HSTM Note bears interest at a rate of 15% per annum and interest payments are payable monthly beginning June 1, 2016. The Company
has the right to prepay the HSTM Note at any time without penalty. The HSTM Note is secured by a security interest in all of the
assets of the Company, the pledge of the Company’s shares of two directors and by a personal guarantee from President of
the Company. The terms of the HSTM Note loan agreement (the “Loan Agreement”) include, among other things, (1) upon
Hemp Inc mobile game (the “Game”) becoming operational, the Company agrees that not less than 20% of any monthly profits
of the Company from the operation of the Game will be used to pay off the HSTM Note; (2) at the discretion of the holder of the
HSTM Note, upon the Company selling shares of its capital stock to the public, not less than 50% of the proceeds shall be used
to pay off the then outstanding principal amount of the HSTM Note together with accrued interest thereon; and (3) the Game shall
be launched and become operational with monetization within thirty days of the issuance date of the HSTM Note. If the launch of
the Game is delayed such that the launch occurs more than thirty days after the issuance date of the HSTM Note, the holder shall
be granted an additional 100,000 shares of common stock of the Company and an additional 100,000 shares of common stock for each
subsequent day thereafter that the Game launch is delayed. Pursuant to the Loan Agreement, the Company shall not issue or sell
any of its shares of capital stock to any third party without the prior written consent of the holder of the HSTM Note, which
consent shall not be unreasonably withheld. To date, the Company has not reported any monthly profits from the Game, but has independent
verification through iTunes that the Game is operational. The principal and accrued interest of the HSTM Note became due and payable
by the Company on the one-year anniversary date of the HSTM Note, or April 27, 2017. Although the Company reached an agreement
with the holder of the HSTM Note to extend the maturity date until July 1, 2017, the HSTM Note is currently in default and a lawsuit
has been commenced against the Company by the holder thereof. The Company has recorded the HSTM Note as a liability at its principal
balance of $600,000 and the Company continues to accrue interest on the HSTM Note at the rate of 15% per annum. See Note 13. –
Commitments and Contingencies.
The outstanding principal amount of
the HSTM Note at September 30, 2017 and March 31, 2017 was $600,000 and $598,333, respectively. For the three months
ended September 30, 2017 and 2016, the Company recognized $22,500 and $45,000 in interest expense and amortization of debt
discount of $0 and $1,667, respectively, included in interest expense in the accompanying statement of operations. As of
September 30, 2017, the Company recorded $37,500 in accrued interest expense.
7.
|
CONVERTIBLE
PROMISSORY NOTES PAYABLE
|
On July 20, 2016, the Company issued a convertible
promissory note (the “July 2016 Note”) in the principal amount of $200,000 to a lender. Interest accrued
at a rate of 15% per annum and was due on the first of each month. The July 2016 Note was a general unsecured obligation of the
Company. On July 20, 2017, the lender elected to convert the $200,000 outstanding principal balance of the July 2016 Note into
common stock of the Company at the fixed rate of $0.75 per share. For the three and six months ended September 30, 2017, the Company
recognized $5,000 and $7,500 in interest expense, respectively.
On November 10, 2016, the Company issued
a convertible short-term promissory note (the “November Short-Term Note”) in the principal amount of $6,250 together
with accrued interest of $2,646 at September 30, 2017. The Company reached a verbal agreement with the holder of the November
Short-Term Note to extend the maturity date of such note until October 5, 2017 and the note continues to accrue interest at a
rate of 10% per annum. For the three and six months ended September 30, 2017, the Company recognized $266 and $824 in interest
expense, respectively. As of September 30, 2017, the Company recorded $2,646 in accrued interest expense. See Note 14. –
Subsequent Events.
On December 14, 2016, the Company issued
a series of convertible short-term promissory notes (the “December Short-Term Notes”) in the aggregate principal amount
of $35,000. Interest accrued at a rate of 10% per annum. The December Short-Term Notes were a general unsecured obligation of
the Company. During the three months ended September 30, 2017, the holders of the December Short-Term Notes were paid the $35,000
outstanding principal balance together with $2,367 in accrued interest. For the three and six months ended September 30, 2017,
the Company recognized $528 and $1,400 in interest expense to the lenders, respectively.
On January 10, 2016, the Company issued
a series of convertible short-term promissory notes (the “January Short-Term Notes”) in the aggregate principal amount
of $10,000. Interest accrued at a rate of 10% per annum. The January Short-Term Notes were a general unsecured obligation of the
Company. During the three months ended September 30, 2017, the holders of the January Short-Term Notes were paid the $10,000 outstanding
principal balance together with $648 in accrued interest. For the three and six months ended September 30, 2017, the Company recognized
$207 and $457 in interest expense to the lenders, respectively.
On May 16, 2017, the Company issued a convertible
short-term promissory note (the “May Short-Term Note”) in the principal amount of $25,000. Interest accrued at a rate
of 10% per annum. The May Short-Term Note was a general unsecured obligation of the Company. During the three months ended September
30, 2017, the holder of the May Short-Term Note was paid the $25,000 outstanding principal balance together with $932 in accrued
interest. For the three and six months ended September 30, 2017, the Company recognized $624 and $932 in interest expense to the
lender, respectively.
On June 30, 2017, the Company issued a
series of convertible short-term promissory notes (the “June Short-Term Notes”) in the principal amount of $125,000.
Interest accrued at a rate of 10% per annum. The June Short-Term Notes were a general unsecured obligation of the Company. During
the three months ended September 30, 2017, one of the holders of a June Short-Term Note was paid the $50,000 outstanding principal
balance together with $822 in accrued interest. During the three months ended September 30, 2017, the holders of the remaining
June Short-Term Notes elected to convert $75,000 outstanding principal balance together with accrued interest of $1,563 into common
stock of the Company at the fixed rate of $1.00 per share. For the three and six months ended September 30, 2017, the Company
recognized $2,364 and $2,385 in interest expense to the lenders, respectively.
On July 18, 2017, the Company issued a
series of convertible short-term promissory notes (the “July Short-Term Notes”) in the aggregate principal amount
of $50,000. Interest on such notes accrues at a rate of 10% per annum and is due at maturity. Unless earlier converted into the
Company’s common stock (as discussed below), the principal and accrued interest on the July Short-Term Notes will be due
and payable by the Company on the ninety-day anniversary date of the July Short-Term Notes, or October 16, 2017. The July Short-Term
Notes are a general unsecured obligation of the Company. At the holders’ election, the principal balance and accrued interest
on the July Short-Term Notes may be converted into common stock of the Company at a fixed rate of $1.00 per share. For the three
months ended September 30, 2017, the Company recognized $973 in interest expense. As of September 30, 2017, the Company recorded
$973 in accrued interest expense. See Note 14. – Subsequent Events.
On August 3, 2017, the Company issued a
convertible short-term promissory note (the “August 3
rd
Short-Term Note”) in the principal amount of $20,000.
Interest on such note accrues at a rate of 10% per annum and is due at maturity. Unless earlier converted into the Company’s
common stock (as discussed below), the principal and accrued interest on the August 3
rd
Short-Term Note will be due
and payable by the Company on the 180-day anniversary date of such note, or January 30, 2018. The August 3
rd
Short-Term
Note is a general unsecured obligation of the Company. At the holder’s election, the principal balance and accrued interest
on the August 3
rd
Short-Term Note may be converted into common stock of the Company at a fixed rate of $1.00 per share.
For the three months ended September 30, 2017, the Company recognized $318 in interest expense. As of September 30, 2017, the
Company recorded $318 in accrued interest expense.
On August 14, 2017, the Company issued
a series of convertible short-term promissory notes (the “August 14
th
Short-Term Notes”) in the aggregate
principal amount of $11,000. Interest on such notes accrues at a rate of 10% per annum and is due at maturity. Unless earlier
converted into the Company’s common stock (as discussed below), the principal and accrued interest on the August 14
th
Short-Term Notes will be due and payable by the Company on the 180-day anniversary date of the August 14
th
Short-Term
Notes, or February 10, 2018. The August 14
th
Short-Term Notes are a general unsecured obligation of the Company. At
each holder’s election, the principal balance and accrued interest on the August 14
th
Short-Term Notes may be
converted into common stock of the Company at a fixed rate of $1.00 per share. For the three months ended September 30, 2017,
the Company recognized $136 in interest expense. As of September 30, 2017, the Company recorded $136 in accrued interest expense.
On August 17, 2017, the Company issued
a convertible short-term promissory note (the “August 17
th
Short-Term Note”) in the principal amount of
$300,000. Interest on such note accrues at a rate of 5% per annum and is due at maturity. Unless earlier converted into the Company’s
common stock (as discussed below), the principal and accrued interest on the August 17
th
Short-Term Note will be due
and payable by the Company on the one-year anniversary date of such note, or August 16, 2018. The August 17
th
Short-Term
Note is a general unsecured obligation of the Company. At the holder’s election, the principal balance and accrued interest
on the August 17
th
Short-Term Note may be converted into common stock of the Company at a fixed rate of $0.40 per share.
For the three months ended September 30, 2017, the Company recognized $1,849 in interest expense. As of September 30, 2017, the
Company recorded $1,849 in accrued interest expense.
On September 5, 2017, the Company issued
a convertible short-term promissory note (the “September 5
th
Short-Term Note”) in the principal
amount of $25,000. Interest on such note accrues at a rate of 10% per annum and is due at maturity. Unless earlier converted
into the Company’s common stock (as discussed below), the principal and accrued interest on the September 5
th
Short-Term Note will be due and payable by the Company on the 120-day anniversary date of such note, or January 3, 2018. The September
5
th
Short-Term Note is a general unsecured obligation of the Company. At the holder’s election, the principal
balance and accrued interest on the September 5
th
Short-Term Note may be converted into common stock of the Company
at a fixed rate of $1.00 per share. For the three months ended September 30, 2017, the Company recognized $171 in interest expense.
As of September 30, 2017, the Company recorded $171 in accrued interest expense.
On September 29, 2017, the Company issued
a convertible short-term promissory note (the “September 29
th
Short-Term Note”) in the principal amount
of $10,000. Interest on such note accrues at a rate of 10% per annum and is due at maturity. Unless earlier converted into
the Company’s common stock (as discussed below), the principal and accrued interest on the September 29
th
Short-Term
Note will be due and payable by the Company on the 180-day anniversary date of such note, or March 28, 2018. The September 29
th
Short-Term Note is a general unsecured obligation of the Company. At the holder’s election, the principal balance
and accrued interest on the September 29
th
Short-Term Note may be converted into common stock of the Company at a fixed
rate of $1.00 per share. For the three months ended September 30, 2017, the Company recognized $3 in interest expense. As of September
30, 2017, the Company recorded $3 in accrued interest expense.
Due to the nature of the convertible notes
payable described above, the Company determined that the conversion feature requires classification as an embedded derivative.
The accounting treatment requires that the Company record them at fair value at inception as a liability and to fair value as of
each subsequent reporting date which at September 30, 2017 was $1,091,178.
The
fair value of the embedded derivatives at issuance of the convertible notes payable were determined using the Binomial Option
Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 228.13% to 260.33%, (3)
weighted average risk-free interest rate of 0.44% to 1.06%, (4) expected lives of 0.25 to 0.49 years, and (5) estimated fair value
of the Company’s common stock from $1.00 to $1.50 per share.
8.
|
CONVERTIBLE
NOTES PAYABLE
|
Convertible
notes payable were comprised of the following as of September 30, 2017 and March 31, 2017:
|
|
September
30, 2017
|
|
|
March
31, 2017
|
|
Auctus Fund LLC notes payable
|
|
$
|
259,500
|
|
|
$
|
-
|
|
EMA Financial LLC
|
|
|
259,500
|
|
|
|
-
|
|
Total notes payable
|
|
|
519,000
|
|
|
|
-
|
|
Less unamortized debt discount
|
|
|
(287,775
|
)
|
|
|
-
|
|
Total notes payable net of unamortized debt discount
|
|
|
231,225
|
|
|
|
-
|
|
Less current portion
|
|
|
(231,225
|
)
|
|
|
-
|
|
Long term portion
|
|
$
|
-
|
|
|
$
|
-
|
|
Auctus
Fund LLC
During the six months ended September 30,
2017, the Company entered into Securities Purchase Agreements with Auctus Fund LLC (“Auctus”) for the sale of 12%
convertible promissory notes in aggregate principal amount of $259,500. On April 7, 2017, the Company issued Auctus a convertible
promissory note in the principal amount of $175,000 (the “Auctus April Note”) and on May 15, 2017, the Company issued
Auctus a convertible promissory note in the principal amount of $84,500 (the “Auctus May Note” and together with the
Auctus April Note, the “Auctus Notes”). In connection with the issuance of the Auctus Notes, the Company issued five-year
warrants (the “Auctus Warrants”) to purchase up to 125,000 shares of the Company’s common stock at an exercise
price of $2.00 per share, subject to adjustment.
The Auctus Notes bear interest at the rate
of 12% per annum. Any amount of principal or interest on the Auctus Notes which is not paid when due shall bear interest at the
rate of 24% per annum from the due date thereof until the same is paid (the “Auctus Default Interest”). All interest
and principal must be repaid one year from the issuance date. The Auctus May Note is due on May 15, 2018 and the Auctus April
Note is due on April 7, 2018. The Company has identified the embedded derivatives related to the Auctus Notes and Auctus Warrants.
These embedded derivatives included certain conversion features and reset provisions.
The Auctus May Note is convertible into
shares of the Company’s common stock at any time at a conversion price equal to the lesser of (i) a 50% discount to the
lesser of the lowest traded price and closing bid price of the common stock during the 25 trading days prior to May 15, 2017 and
(ii) 50% of the lesser of the lowest traded price and closing bid price of the common stock during the 25 trading day period prior
to conversion. The Auctus April Note is convertible into shares of the Company’s common stock at any time at a conversion
price equal to the lesser of (i) a 60% discount to the lesser of the lowest traded price and closing bid price of the common stock
during the 25 trading days prior to April 7, 2017 and (ii) the 60% of the lesser of the lowest traded price and closing bid price
of the common stock during the 25 trading day period prior to conversion. If, at any time while the Auctus Notes are issued
and outstanding, the Company issues or sells, or is deemed to have issued or sold shares of common stock, except for shares of
common stock issued directly to vendors or suppliers of the Company in satisfaction of amounts owed to such vendors or suppliers
(provided, however, that such vendors or suppliers shall not have an arrangement to transfer, sell or assign such shares of common
stock prior to the issuance of such shares), for no consideration or for a consideration per share (before deduction of reasonable
expenses or commissions or underwriting discounts or allowances in connection therewith) less than the conversion price of the
Auctus Notes that is then in effect on the date of such issuance of such shares of common stock (a “Auctus Dilutive Issuance”),
then immediately upon the Auctus Dilutive Issuance, the conversion price of the Auctus Notes will be reduced to the amount of
the consideration per share received by the Company in such Auctus Dilutive Issuance.
Auctus does not have the right to convert
the Auctus Notes into shares of the Company’s common stock if such conversion would result in Auctus’ beneficial ownership
exceeding 4.99% of our outstanding common stock at such time. At any time during the period beginning on the issuance date and
ending on the date which is six months following the issuance date, the Company shall have the right, exercisable on not less
than three trading days prior written notice to Auctus, to prepay the outstanding balance on the Auctus Notes (principal and accrued
interest) (the “Auctus Prepayment Amount”), in full. If the prepayment is made on a date which is 90 days following
the issuance date of the Auctus Notes, the Company shall pay such amount equal to 125% of the Auctus Prepayment Amount. If the
prepayment is made on a date which is 91 days after the issuance date of the Auctus Notes but before 180 days after the issuance
date of the Auctus Notes, the Company shall pay such amount equal to 135% of the Auctus Prepayment Amount.
All amounts due under the Auctus Note become
immediately due and payable by us upon the occurrence of an event of default, including but not limited to, (i) our sale of all
or substantially all of our assets, (ii) our failure to pay the amounts due at maturity, (iii) our failure to issue shares of
common stock upon any conversion of the Auctus Notes, (iv) our breach of the covenants, representations or warranties pursuant
to the Auctus Notes, (v) our appointment of a trustee, (vi) a judgment against us in excess of $100,000 (subject to a 20 day cure
period), (vii) our liquidation, (viii) the filing of a bankruptcy petition by us or against us, (ix) our failure to remain current
in our reporting obligations under the Securities Exchange Act of 1934, (x) the delisting of our common stock from the OTCQB or
equivalent exchange, (xi) a restatement of our financial statements for any period from two years prior to the issuance date of
the Auctus Notes until such notes have been paid in full, or (xi) our effectuation of a reverse stock split without 20 days prior
written notice to Auctus. We are required to pay an amount equal to 150% times the sum of the then outstanding principal amount
of the Auctus Notes together with accrued interest thereon with Auctus Default Interest (collectively, the “Default Sum”)
for failure to pay the principal amount of the Auctus Notes together with interest accrued thereon when due at the maturity date.
In addition, we shall be required to pay Auctus $2,000 per day, for each day beyond the date that we are required to deliver shares
of common stock to Auctus upon conversion of the Auctus notes.
Pursuant to the Auctus May Note, at any
time the Company consummate a financing transaction, the Company is required to apply at least 60% of the proceeds from such sales
towards the payment of the Auctus May Note. In addition, the Auctus May Note contains a prohibition with respect to the consummation
of a transaction involving capital raising or financing from any party through the sale of debt and/or equity securities for a
period of at least 90 days after the issuance date of the Auctus May Note, or until August 13, 2017. Finally, the Auctus Notes
have a cross-default provision whereby a default of the Auctus May Note constitutes a default of the Auctus April Note. See Note
14. – Commitments and Contingencies.
The Company agreed to reserve an aggregate
of 2,445,000 shares of common stock for conversions of the Auctus Notes (the “Auctus Reserve”), and also agreed to
adjust the Auctus Reserve to ensure that such reserve always equals at least ten times the total number of shares of common stock
that is issuable upon conversion of the Auctus Notes.
The Auctus Warrants are immediately exercisable
and may be exercised on a cashless basis in the event that the shares of common stock underlying the Auctus Warrants are not registered
for resale with the SEC on an effective registration statement. The exercise price of the Auctus Warrants is subject to adjustment
for stock dividends and splits, and also subject to dilution protection in the event that the Company issues shares of common
stock or securities convertible into common stock at an effective price per share that is less than the original exercise price
of the Auctus Warrants.
The
accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of
the inception date of Auctus Notes and to fair value as of each subsequent reporting date which at September 30, 2017 was $200,409
and $932,153 for the debt derivative and warrant liability, respectively. At the inception of the Auctus Notes, the Company determined
the aggregate fair value of $811,555 and $423,011 of the embedded debt derivatives and warrant liability, respectively.
EMA
Financial LLC
During the six months ended September 30,
2017, the Company entered into Securities Purchase Agreements with EMA Financial LLC (“EMA”) for the sale of 12% convertible
promissory notes in aggregate principal amount of $259,500 (the “EMA Notes”). On April 10, 2017, the Company issued
EMA a convertible promissory note in the principal amount of $175,000 (the “EMA April Note”) and on May 15, 2017,
the Company issued EMA a convertible promissory note in the principal amount of $84,500 (the “EMA May Note” and together
with the EMA April Note, the “EMA Notes”). In connection with the issuance of the EMA Notes, the Company issued five-year
warrants (the “EMA Warrants”) to purchase up to 125,000 shares of the Company’s common stock at an exercise
price of $2.00 per share, subject to adjustment.
The EMA Notes bear interest at the rate
of 12% per annum. Any amount of principal or interest on the EMA Notes which is not paid when due shall bear interest at the rate
of 24% per annum from the due date thereof until the same is paid (the “EMA Default Interest”). All interest and principal
must be repaid one year from the issuance date. The EMA May Note is due on May 15, 2018 and the EMA April Note is due on April
10, 2018. The Company has identified the embedded derivatives related to the EMA Notes and EMA Warrants. These embedded derivatives
included certain conversion features and reset provisions.
The EMA May Note is convertible into shares
of the Company’s common stock at any time on or after 180 days following May 15, 2017 at the lower of (i) the closing
sale price of the common stock on the principal market on the trading day immediately preceding the closing date and (ii) 50%
of the lowest sale price for the common stock on the principal market during the 25 consecutive trading days immediately preceding
the date of conversion. If the Company fails to register the shares of common stock underlying the EMA May Note within 180 days
of the closing date, the conversion price will be permanently reduced to: (i) the closing sale price of the common stock on the
principal market on the trading day immediately preceding the closing date and (ii) 50% of the lowest sale price for the common
stock on the principal market during the 25 consecutive trading days immediately preceding the conversion date.
The EMA April Note is convertible into
shares of the Company’s common stock at any time on or after 180 days following April 10, 2017 at the lower of (i) the closing
sale price of the common stock on the principal market on the trading day immediately preceding the closing date and (ii) 60%
of the lowest sale price for the common stock on the principal market during the 25 consecutive trading days immediately preceding
the date of conversion. If the Company fails to register the shares of common stock underlying the EMA May Note within 180 days
of the issue date, the conversion price will be permanently reduced to: (i) the closing sale price of the common stock on the
principal market on the trading day immediately preceding the closing date and (ii) 40% of the lowest sale price for the common
stock on the principal market during the 25 consecutive trading days immediately preceding the conversion date.
EMA does not have the right to convert
the EMA Notes into shares of the Company’s common stock if such conversion would result in EMA’s beneficial ownership
exceeding 4.99% of our outstanding common stock at such time. At any time during the period beginning on the issuance date and
ending on the date which is six (6) months following the issuance date, the Company shall have the right, exercisable on not less
than five trading days prior written notice to EMA, to prepay the outstanding balance on the EMA Notes (principal and accrued
interest) (the “EMA Prepayment Amount”), in full. If the prepayment is made on a date which is 90 days following the
issuance date of the EMA Notes, the Company shall pay such amount equal to 125% of the EMA Prepayment Amount. If the prepayment
is made on a date which is 91 days after the issuance date of the EMA Notes but before 180 days after the issuance date of the
EMA Notes, the Company shall pay such amount equal to 135% of the EMA Prepayment Amount.
All amounts due under the EMA Notes become
immediately due and payable by us upon the occurrence of an event of default, including but not limited to, (i) our sale of all
or substantially all of our assets, (ii) our failure to pay the amounts due at maturity, (iii) our failure to issue shares of
common stock upon any conversion of the EMA Notes, (iv) our breach of the covenants, representations or warranties pursuant to
the EMA Notes, (v) our appointment of a trustee, (vi) a judgment against us in excess of $50,000 (subject to a 20 day cure period),
(vii) our liquidation, (viii) the filing of a bankruptcy petition by us or against us, (ix) our failure to remain current in our
reporting obligations under the Securities Exchange Act of 1934, (x) the delisting of our Common Stock from the OTCQB or equivalent
exchange, (xi) a restatement of our financial statements for any period from two years prior to the issuance date of the EMA Notes
until the EMA Notes have been paid in full, or (xi) our effectuation of a reverse stock split without 10 days prior written notice
to EMA. We are required to pay an amount equal to 150% times the sum of the then outstanding principal amount of the EMA Notes
together with accrued interest thereon with EMA Default Interest (collectively, the “EMA Default Sum”) for failure
to pay the principal amount of the EMA Notes together with interest accrued thereon when due at the maturity date. In addition,
we shall be required to pay EMA $1,000 per day, for each day beyond the date that we are required to deliver shares of common
stock to EMA upon conversion of the EMA notes. If at any time the Company enters into any capital raising transaction, including
without limitation an equity line transaction, a loan transaction or the sale of shares of common stock or securities convertible
into or exercisable or exchangeable for common stock, then five trading days following the closing of such subsequent financing,
at least 60% of the gross proceeds therefrom shall be paid to EMA to redeem a portion of the EMA Notes pursuant to the terms thereof.
The Company agreed to reserve an aggregate
of 2,445,000 shares of common stock for conversions of the EMA Notes (the “EMA Reserve”), and also agreed to adjust
the EMA Reserve to ensure that such reserve always equals at least ten times the total number of common stock that is issuable
upon conversion of the EMA Notes.
The EMA Warrants are immediately exercisable
and may be exercised on a cashless basis in the event that the shares of common stock underlying the EMA Warrants are not registered
for resale with the SEC on an effective registration statement. The exercise price of the EMA Warrants is subject to adjustment
for stock dividends and splits, and also subject to dilution protection in the event that the Company issues shares of common
stock or securities convertible into common stock at an effective price per share that is less than the original exercise price
of the EMA Warrants.
Pursuant to the EMA Securities Purchase
Agreements, in the event that at any time on or prior to the date which is six months following the issuance date, the Company
desires to borrow funds, raise additional capital and/or issue additional promissory notes, whether convertible into shares of
securities of the Company or otherwise (a “Prospective Financing”), EMA shall have the right of first refusal to participate
in the Prospective Financing, and the Company shall provide written notice containing the terms of such Prospective Financing
to EMA prior to effectuating any such transaction, provided that this right shall not apply to any transaction in which
the Company receives more than $250,000 of net proceeds in a single transaction.
On September 1, 2017, the Company received
a notice of default from EMA, and EMA has commenced a lawsuit against the Company. EMA alleges that the Company failed to file
a registration statement covering the resale of the shares of common stock underlying the EMA Notes thus giving rise to an event
of default. The EMA Notes are disputed, contingent and unliquidated, and the Company intends to litigate such allegations if a
resolution cannot be agreed upon by all of the parties involved. It cannot be determined at this time whether the court will find
the EMA Notes in default as alleged in the EMA compliant. In addition, the amount of any prejudgment cost, fees or penalties are
not determinable at this time and have not been accrued for by the Company as of September 30, 2017. The Company has recorded
the EMA Notes as a liability at its principal balance and continues to accrue interest at the stated rate of 12% per annum. The
Company cannot determine at this time whether the court will agree with the Company’s position, but the Company intends
to file an answer to the complaint. See Note 14. – Commitments and Contingencies.
The accounting treatment of derivative financial instruments requires that the Company record fair value of
the derivatives as of the inception date of EMA Notes and to fair value as of each subsequent reporting date which at September
30, 2017 was $233,464 and $932,175 for the debt derivative and warrant liability, respectively. At the inception of the EMA Notes,
the Company determined the aggregate fair value of $979,651 and $419,280 of the embedded debt derivatives and warrant liability,
respectively.
Summary:
The
Company has identified the embedded derivatives and warrant liability related to the Auctus and EMA promissory notes and related
issued warrants. The accounting treatment of derivative financial instruments requires that the Company record fair value of the
derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date which at September
30, 2017 was $1,525,051 and $1,864,328 for the debt derivative and warrant liability, respectively.
The
fair value of the embedded derivatives and warrant liability at issuance of the Auctus and EMA promissory notes, were determined
using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility
of 234% to 245.43%, (3) weighted average risk-free interest rate of 1.07% to 1.92%, (4) expected lives of 1.00 to 5.00 years,
and (5) estimated fair value of the Company’s common stock from $1.50 to $3.74 per share.
The
initial fair value of the embedded debt derivative and warrant liability in aggregate of $2,633,498 was allocated as a debt discount
up to the proceeds of the notes ($470,500) with the remainder ($2,162,998) charged to current period operations as interest expense.
For the three and six months ended September 30, 2017, the Company amortized an aggregate of $130,816 and $231,225 of debt discounts
to current period operations as interest expense, respectively.
9.
|
DERIVATIVE
LIABILITIES
|
Warrant
liability
In
fiscal 2017, in connection with the issuance of convertible promissory notes, as discussed in Note 8, the Company issued five-year
warrants to purchase an aggregate of 250,000 shares of the Company’s common stock at an exercise price of $2.00 per share
with anti-dilutive (reset) provisions.
The
Company has identified embedded derivatives related to the issued warrants. These embedded derivatives included certain and anti-dilutive
(reset) provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of
the derivatives as of the inception date and to fair value as of each subsequent reporting date.
At
September 30, 2017, the fair value of the reset provision related to the embedded warrant liability of $1,864,328 was determined
using the Binomial Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 235.92%; risk free rate:
1.92%; and expected life: 4.52 to 4.62 years. The Company recorded a loss on change in warrant liabilities of $1,022,037 during
the six months ended September 30, 2017.
Convertible
notes
In
fiscal 2017, the Company issued convertible promissory notes.
These
promissory notes are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s
common stock. The Company has identified the embedded derivatives related to these promissory notes relating to certain anti-dilutive
(reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial
instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair
value as of each subsequent reporting date.
The
fair value of the embedded derivatives at September 30, 2017, in the amount of $1,525,501, was determined using the Binomial Option
Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 235.92%, (3) weighted average
risk-free interest rate of 1.06% to 1.20%, (4) expected lives of 0.25 to 0.62 years, and (5) estimated fair value of the Company’s
common stock of $1.50 per share. The Company recorded a gain on change in derivative liabilities of $969,648 during the six months
ended September 30, 2017.
Based
upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of
ASC 815-40 to its outstanding convertible promissory notes. Pursuant to the sequencing approach, the Company evaluates its contracts
based upon earliest issuance date.
10.
|
FAIR
VALUE MEASUREMENT
|
The
Company adopted the provisions of ASC subtopic 825-10, Financial Instruments. ASC 825-10 defines fair value as the price that
would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded
at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions
that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk
of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may
be used to measure fair value:
Level
1 – Quoted prices in active markets for identical assets or liabilities.
Level
2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant
inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full
term of the assets or liabilities.
Level
3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or
liabilities.
All
items required to be recorded or measured on a recurring basis are based upon level 3 inputs.
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of
the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair
value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.
Upon
adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial
statements.
The
carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings
(including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term
maturity.
As
of September 30, 2017 or March 31, 2017, the Company did not have any items that would be classified as level 1 or 2 disclosures.
The
Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in Notes 7 and
9. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes
that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result
in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair
values using the methods discussed in Notes 7 and 9 are that of volatility and market price of the underlying common stock of
the Company.
As
of September 30, 2017 and March 31, 2017, the Company did not have any derivative instruments that were designated as hedges.
The
derivative and warranty liabilities as of September 30, 2017, in the amount of $3,389,379 have a level 3 classification.
The
following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September
30, 2017:
|
|
Warrant Liability
|
|
|
Debt Derivative
|
|
Balance, March 31, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
Total (gains) losses
|
|
|
|
|
|
|
|
|
Initial fair value of debt derivative at note or warrant issuance
|
|
|
842,291
|
|
|
|
2,494,699
|
|
Mark-to-market at September 30, 2017:
|
|
|
1,022,037
|
|
|
|
(969,648
|
)
|
Balance, September 30, 2017
|
|
|
1,864,328
|
|
|
|
1,525,051
|
|
Net gain (loss) for the period included in earnings relating to the liabilities held at September 30, 2017
|
|
$
|
(1,022,037
|
)
|
|
$
|
969,648
|
|
Fluctuations
in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period.
The Company’s stock price decreased approximately 100% from April 7, 2017 to September 30, 2017. As the stock price decreases
for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Additionally, stock
price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s
derivative instruments.
The
estimated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected
volatility would generally result in a higher fair value measurement.
11.
|
STOCKHOLDERS’
EQUITY AND CONTRIBUTED CAPITAL
|
Recent
Sale of Securities
The
Company is authorized to issue up to 500,000,000 shares of common stock, $0.001 par value. The Company is authorized to issue
up to 10,000,000 of blank check preferred stock. As of September 30, 2017, the Company had 30,193,240 shares of common stock and
0 shares of preferred stock issued and outstanding, respectively.
In
April 2017, the Company issued 67,653 shares of common stock at $0.75 per share, for the conversion of a convertible note and
accrued interest thereon of $50,740.
In
April 2017, the Company issued an aggregate of 120,957 shares of common stock at $1.00 per share, for the conversion of convertible
notes and accrued interest thereon of $120,957.
In
April 2017, the Company issued an aggregate of 902,500 shares of common stock to individuals for services valued at $902,500.
In
May 2017, the Company sold an aggregate of 258,000 shares of common stock at $1.00 per share, for gross proceeds of $258,000.
In
May 2017, the Company issued an aggregate of 21,559 shares of common stock at $1.00 per share, for the conversion of convertible
notes payable and accrued interest of $21,559.
In
May 2017, the Company issued an aggregate of 159,883 shares of common stock to individuals for services valued at $159,883.
In
June 2017, the Company sold an aggregate of 30,000 shares of common stock at $1.00 per share, for gross proceeds of $30,000.
In
June 2017, the Company issued 30,838 shares of common stock at $1.00 per share, for the conversion of a convertible note and accrued
interest thereon of $30,838.
On
July 17, 2017, the Company issued 2,000,000 shares of common stock for the IP Assets purchased from ISWI valued at $2,000,000.
In
July 2017, the Company sold 3,000 shares of common stock at $1.00 per share, for gross proceeds of $3,000.
In
July 2017, the Company issued 266,667 shares of common stock at $0.75 per share, for the conversion of a convertible note of $200,000.
In
July 2017, the Company issued an aggregate of 575,000 shares of common stock to individuals for services valued at $575,000.
In
August 2017, the Company issued an aggregate of 668,750 shares of common stock to individuals for services valued at $668,750.
In
September 2017, the Company sold an aggregate of 116,667 shares of common stock at $1.50 per share, for gross proceeds of $175,000.
In
September 2017, the Company issued an aggregate of 128,084 shares of common stock at $1.00 per share, for the conversion of convertible
notes and accrued interest thereon of $128,084.
In
September 2017, the Company issued an aggregate of 177,500 shares of common stock to individuals for services valued at $266,250.
As
of September 30, 2017, there were no stock options granted, warrants to purchase up to 250,000 shares of the Company’s common
stock outstanding as granted in the convertible notes financing and warrants to purchase up to 233,334 shares of the Company’s
common stock outstanding issued with the 116,667 shares of common stock sold at $1.50 per share in September 2017. For each common
share sold, the investors received one warrant to purchase one common share exercisable at $2.50 per share for one year from the
date of sale and one warrant to purchase one common share exercisable at $5.00 per share for three years from the date of sale.
In
connection with the foregoing, the Company relied upon the exemption from securities registration provided by Section 4(a)(2)
under the Securities Act of 1933, as amended (the “Securities Act”) for transactions not involving a public offering.
12.
|
RELATED
PARTY TRANSACTIONS
|
The Company’s related parties are First
Harvest Financial, Inc. (“FHF”), The Great American Rolling Paper Company (“GARP”), First Harvest Corp.
(“FHC”), Lexington Tech Ventures Management, LLC (“Lexington”), Cannavoices, and FHA by common
ownership and management.
The
related parties have provided certain management services and incurred expenses on behalf of the Company for the three months
ended September 30, 2017 and 2016, including accounting, administration, management, marketing, IT support, rent, due diligence
and evaluation of acquisition candidates.
For
the three months ended September 30, 2017 and 2016, the related parties have been reimbursed the following for management and
subcontractor fees, respectively: (a) FHF - $3,000 and $146,100, (b) GARP - $0 and $84,088, (c) FHC - $0 and $200, and
(d) Lexington - $0 and $3,000.
For
the six months ended September 30, 2017 and 2016, the related parties have been reimbursed the following for management and subcontractor
fees, respectively: (a) FHF - $28,875 and $148,600, (b) GARP - $0 and $84,088, (c) FHC - $0 and $200, and (d) Lexington
- $0 and $3,000.
For the three and six months ended September
30, 2017, the Company incurred rent expense on behalf FHF of $30,000 and $30,000, respectively.
For the three and six months ended September
30, 2016, the Company incurred rent expense to Cannavoices of $5,953, and $28,953, respectively. The Company has no formal lease
with Cannavoices.
For the three and six months ended
September 30, 2016, the Company incurred rent expense to FHA of $26,146 and $27,859, respectively. The Company has
no formal lease with FHA.
The majority shareholder of the related parties
described above is the president and largest shareholder of the Company. For three months ended September 30, 2017 and 2016, he
was paid $89,758 and contributed to the Company an aggregate of $55,109, respectively. For six months ended September 30, 2017
and 2016, he was paid $199,231 and $42,391, respectively. He currently has no formal compensation agreement. He is currently involved
in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity
becomes available, he may face a conflict in selecting between the Company and his other business interests. The
Company has not formulated a policy for the resolution of such conflicts.
The
Company entered into a game development and licensing agreement with HKA Digital Limited (“HKA”) on October 2, 2015
(the “Development Agreement”). HKA is majority owned by an officer and director of the Company. For the three months
ended September 30, 2017 and 2016, the Company paid HKA $164,000 and $501,000, respectively. For the six months ended September
30, 2017 and 2016, the Company paid HKA $199,000 and $501,000, respectively. The total value of the Development Agreement is $2,000,000
based on certain development parameters and ongoing scope of work.
13.
|
COMMITMENTS
AND CONTINGENCIES
|
Litigations,
Claims and Assessments
In
the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary
course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There were
no such matters that were deemed material to the financial statements as of September 30, 2017, except the following:
On August 21, 2017, Hit Sum to Me, LLC
(“HSTM”) filed a complaint with the Circuit Court of the First Judicial Circuit in and for Okaloosa County,
Florida (Filing # 61355697), (the “Complaint”), against Cannavoices and Kevin Gillespie. In the complaint
HSTM indicates that on or about April 27, 2016, Cannavoices entered into the Loan Agreement with HSTM and Cannavoices
issued a Promissory Note (the “HSTM Note”) in the principal amount of $600,000, which note is guaranteed by Kevin
Gillespie and secured by the Security Agreement for Tangible Personal Property whereby Kevin Gillespie and Daniel
Hammett granted HSTM a first priority security interest in all of their shares of common stock of Cannavoices (the
“Cannavoices Stock”). The complaint alleges that Cannavoices breached the terms of the HSTM Note by failing to
repay the principal balance of such note by July 1, 2017 and that as of July 1, 2017, Cannavoices is indebted to HSTM in the
amount of $600,000 plus accrued and accruing interest, late charges and costs of collection, including
attorney’s fees. Pursuant to the complaint, HSTM requests (i) that a judgment be entered against Cannavoices for all
amounts owed under the HSTM Note, including damages for principal and interest due under the HSTM Note, late fees and
advances, (ii) that a judgment be entered against Kevin Gillespie for all amounts owed under the HSTM Note, including damages
for principal and interest due under the HSTM Note, late fees and advances, (iii) that a judgment be entered against Kevin
Gillespie for possession of his Cannavoices Stock and (iv) for reasonable attorneys’ fees. The Company filed an
answer to the complaint on September 6, 2017. See Note 6. – Note Payable.
The Company’s position is that it is not in default of the HSTM Note and was not properly served a notice
of default in writing pursuant to the Loan Agreement. The Company disputes the validity of the Complaint. It cannot be determined
at this time whether the court will find this HSTM Note in default as alleged in the Compliant. In addition, the amount of any
prejudgment cost, fees or penalties are not determinable at this time and have not been accrued for by the Company as of September
30, 2017. The Company has recorded the HSTM Note as a liability at its principal balance of $600,000 and continues to accrue interest
at the stated rate of 15% per annum. The Company cannot determine at this time whether the court will agree with the Company’s
position. The Company filed an answer to the Complaint on September 6, 2017. The action is still pending.
On September 1, 2017, the Company received
a notice of default from EMA with respect to the EMA Notes. EMA alleges that the Company failed to file a registration statement
thus giving rise to an event of default pursuant to the EMA Securities Purchase Agreements (as defined herein).
Pursuant to the notice of default, EMA has requested that the Company redeem the EMA Notes for cash in the amount of $944,538.31.
See Note 8. – Convertible Notes Payable and See Note 14. – Subsequent Events.
Convertible
Promissory Notes Payable
On
October 5, 2017, the Company repaid the holder of the November Short-Term Note the principal balance of $6,250 plus accrued interest
of $2,659. The principal balance outstanding as of the date of these financial statements is $0.
On
October 11, 2017, the Company entered into a series of convertible short-term promissory notes (the “October Short-Term
Notes”) with lenders pursuant to which the lenders advanced the Company an aggregate of $34,000. Interest on such notes
accrues at a rate of 10% per annum and is due at maturity. Unless earlier converted into the Company’s common stock (as
discussed below), the principal and accrued interest on the October Short-Term Notes will be due and payable by the Company on
the 180-day anniversary date of the Note, or April 9, 2018. The October Short-Term Notes are a general unsecured obligation of
the Company. At the lenders’ election, the principal balance and accrued interest on the October Short-Term Notes may be
converted into common stock of the Company at a fixed rate of $1.00 per share.
On
October 11, 2017, the Company entered into a convertible short-term promissory note (the “October 11
th
Short-Term
Note”) with a lender in which the lender advanced the Company $31,000. Interest on such note accrues at a rate of 10% per
annum and is due at maturity. Unless earlier converted into the Company’s common stock (as discussed below), the principal
and accrued interest on the October 11
th
Short-Term Note will be due and payable by the Company on the 90-day anniversary
date of such note, or January 9, 2018. The October 11
th
Short-Term Note is a general unsecured obligation of the Company.
At the lender’s election, the principal balance and accrued interest on the October 11
th
Short-Term Note may
be converted into common stock of the Company at a fixed rate of $1.00 per share.
On
October 18, 2017, the holders of the July Short-Term Notes elected to convert the aggregate principal balance of $50,000 plus
accrued interest of $1,260 into 51,260 shares of common stock at $1.00 per share. The principal balance outstanding as of the
date of these financial statements is $0.
Corporate
Action
On
October 5, 2017, the Board of Directors of the Company approved of a name change of the Company from “First Harvest Corp.”
to “Arias Intel Corp.” and a change in ticker symbol accordingly. No shareholder approval is required for the name
change. The name change request is currently being reviewed by the Financial Industry Regulatory Authority, or FINRA.
Litigations,
Claims and Assessments
On October 19, 2017, EMA filed a complaint
with the United States District Court, Southern District of New York (Case No.: 1:17-cv-08072) against the Company, Cannavoices
and FHA. In the complaint, EMA indicated that (i) on April 10, 2017, the Company and EMA entered into a Securities Purchase Agreement
(the “April 2017 SPA”) and the Company issued EMA the EMA April Note and (ii) on May 15, 2017, the Company
and EMA entered into an additional Securities Purchase Agreement (the “May 2017 SPA” and together with the April 2017
SPA, the “EMA Securities Purchase Agreements”) and the Company issued EMA the EMA May Note. In the complaint
EMA indicates that pursuant to the May 2017 SPA and a Registration Rights Agreement dated May 15, 2017, the Company was required
to file and have declared effective a registration statement with the SEC for the registration of shares of the Company’s
common stock issuable upon the conversion of the EMA Notes. EMA alleges that the Company failed to file a registration statement
thus giving rise to an event of default pursuant to the EMA Securities Purchase Agreements. Pursuant to the complaint, EMA requests
(i) that the Company immediately file a registration statement with the SEC with respect to the shares of the Company’s
common stock issuable upon the conversion of the EMA Notes, (ii) that the Company and Cannavoices and FHA, as guarantors of the
EMA Notes, pay such amount in damages in excess of $259,500 which consists of the principal amount of the EMA Notes, liquidated
damages and default interest and (iii) that the Company pay reasonable legal fees incurred by EMA with respect to the prosecution
of the lawsuit. The Company’s position is that the EMA Notes are disputed, contingent and unliquidated because
they violate New York usury laws, specifically, that the EMA Notes reflect criminally usurious interest charges aggregating more
than 25% in violation of New York Penal Law §190.40, and are void
ab initio
pursuant to New York's General Obligations
Laws §5-511. Under New York law, loans that violate the criminal usury statute are void, and that the lender forfeits its principle
and interest, as well as all other associated charges under the note(s). It cannot be determined at this time
whether
the court will find the EMA Notes in default as alleged in the EMA compliant. In addition, the amount of any prejudgment cost,
fees or penalties are not determinable at this time and have not been accrued for by the Company as of September 30, 2017. The
Company has recorded the EMA Notes as a liability at its principal balance and continues to accrue interest at the stated rate
of 12% per annum. The Company cannot determine at this time whether the court will agree with the Company’s position, but
the Company intends to litigate such allegations if a resolution cannot be agreed upon by the Company
and EMA. The action is still pending. See Note 8. – Convertible Notes Payable.
On November 9, 2017, the Company received
a notice of default from Auctus with respect to the Auctus Notes. The notice of default indicates that between July and
August 2017, the Company consummated a series of financing transactions and that pursuant to Section 4.16 of the Auctus May Note,
the Company was required to apply at least 60% of the proceeds from such sales towards the payment of the Auctus May Note. In
addition, the notice of default indicates that Section 4.16 of the Auctus May Note contained a prohibition with respect to the
consummation of a transaction involving capital raising or financing from any party through the sale of debt and/or equity securities
for a period of at least 90 days after the issuance date of the Auctus May Note, or until August 13, 2017. Finally, Auctus indicates
that a breach of the Auctus May Note resulted in a breach of the Auctus April Note by virtue of the cross-default provision contained
in the Auctus April Note. Auctus has requested that the Company immediately pay $283,710.27 with respect to the Auctus April Note
and $135,405.78 with respect to the Auctus May Note which includes the principal amounts outstanding on such notes together with
accrued interest and applicable penalties thereon. The Company’s position is that the Auctus Notes are disputed, contingent
and unliquidated because they violate Massachusetts usury laws, specifically, that the Auctus Notes charge a collective
and aggregate interest rate exceeding 20%, and that the Company believes that Auctus has failed to file the required Notice
with the Attorney General of the Commonwealth of Massachusetts providing statutory notice that it intended to issue
loans in excess of the statutory limit of 20% under Massachusetts General Laws, Sec. 49. The punishment for not providing
the statutory notice and charging in excess of 20% could be voiding of the loans by the Court. It cannot be determined at
this time whether the Company will be found to be in default as alleged in the Auctus notice of default. In addition, the amount
of any prejudgment cost, fees or penalties are not determinable at this time and have not been accrued for by the Company as of
September 30, 2017. The Company has recorded the Auctus Notes as a liability at its principal balance and continues to accrue
interest at the stated rate of 12% per annum. See Note 8. – Convertible Notes Payable.
Common
Stock
During
the period from October 1, 2017 through the date of these financial statements, the Company sold an aggregate of 20,700 shares
of common stock at $1.50 per share resulting in gross proceeds of $31,050. The Company also issued warrants to purchase up to
41,400 shares of the Company’s common stock. For each common share sold, the investors received one warrant to purchase
one common share exercisable at $2.50 per share for one year from the date of sale and one warrant to purchase one common share
exercisable at $5.00 per share for three years from the date of sale.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking
statements that reflect Management’s current views with respect to future events and financial performance. You can identify
these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,”
“believe,” “estimate” and “continue,” or similar words. Those statements include statements
regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which
such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by
such forward-looking statements.
Readers
are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with
the Securities and Exchange Commission. Important factors currently known to management could cause actual results to differ materially
from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect
changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that
our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made
that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors
that could cause differences include, but are not limited to, expected market demand for our services, fluctuations in pricing
for materials, and competition.
Business
Overview
First
Harvest Corp. (the “Company”) is a digital media platform for tech, media and gaming, which includes mobile gaming,
augmented reality, on-demand delivery, digital and social media, and e-commerce. The Company is an early-stage company and has
not generated any revenue as of September 30, 2017. The Company plans to generate revenue primarily through in-app purchases,
service fees, and cross-channel advertising.
The
Company’s focus is on developing innovative technologies that leverage connectivity, distribution, and social networks.
The Company intends to use its digital platforms to implement its unique marketing strategy that empowers viral and social mechanisms
to reach a growing demographic that utilizes (1) mobile apps & gaming, (2) social media, and (3) on-demand delivery. The Company
believes its platforms are entertaining, convenient, and scalable.
By
combining these three fast growing business sectors – mobile apps & gaming, social media, and on-demand delivery, along
with our experienced development team led by the former EVP of Activision, we believe our business platform can develop into a
premier technology medium that attracts, engages, and monetizes.
We
intend to use our platform to build our subscriber base and boost users’ engagement within our digital platforms to gather
analytics and target advertising directly to users based on their preferences. We are also exploring opportunities to expand a
suite of mobile games and apps that target similar audience demographics. We may explore these opportunities through the acquisition
of operating companies, asset purchases or internal development. Additional information on the Company may be found on our website:
www.FirstHarvestCorp.com.
We
were originally incorporated on February 27, 2013 as American Riding Tours, Inc., a Nevada corporation. Our initial business plan
related to providing motorcycle tours. Effective July 22, 2016, the Company changed its name to “First Harvest Corp.”
Prior to the reverse acquisition described below, the Company did not have any significant assets or operations.
On
February 10, 2017 (the “Closing Date”), the Company entered into and closed an agreement and plan of merger and reorganization
(the “Merger Agreement”), with CV Acquisition Corp., a wholly-owned subsidiary of the Company (“Acquisition
Corp.”), and Cannavoices, Inc. (“Cannavoices”). Pursuant to the Merger Agreement, effective on the Closing Date
(i) Acquisition Corp. merged with and into Cannavoices, such that Cannavoices, the surviving corporation, became a wholly-owned
subsidiary of the Company, and (ii) the Company issued an aggregate of 23,267,231 shares of common stock to the shareholders of
Cannavoices, representing approximately 97.7% of the Company’s outstanding shares of common stock, following the closing
of the Merger Agreement, in exchange for the cancellation of all of the issued and outstanding shares of common stock of Cannavoices.
Cannavoices
was incorporated on June 5, 2015 as a Florida corporation. Effective on the Closing Date, pursuant to the Merger Agreement, Cannavoices
became a wholly-owned subsidiary of the Company. The acquisition of Cannavoices is treated as a reverse acquisition, and the business
of Cannavoices became the business of the Company. Cannavoices was deemed the accounting acquirer, while the Company was deemed
the legal acquirer. At the time of the reverse recapitalization, the Company was not engaged in any active business.
The
consolidated financial statements of the Company are those of First Harvest Corp. and of the consolidated entities from the Closing
Date and subsequent periods.
Results
of Operations
For
the Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016
Revenues
and Cost of Goods Sold
. We had no revenues or cost of goods sold during the three months ended September 30, 2017 and
2016.
Total
Operating Expenses
.
Total operating expenses for the three months ended September 30, 2017 were $2,136,775, as compared
to $545,809 for the three months ended September 30, 2016, an increase of $1,590,966, or 291.5%. This increase was primarily due
to the increase in compensation expense under general and administrative expenses.
General and administrative expenses for the
three months ended September 30, 2017 were $1,979,017, an increase of $1,634,487 or 474.4%, from $344,530
for the three months ended September 30, 2016. This increase was primarily due to additional compensation expense for a new director,
subcontractors, consultants and professional fees to support the development of our digital media platform and administrative
expenses, as well as legal and accounting expenses.
During the three months ended September 30,
2017, we incurred non-cash compensation expense of $1,510,000 as part of general and administrative expenses by issuing shares
of common stock to various individuals, including a new director, as an incentive for participating in our operations and development,
compared to $0 during the three months ended September 30, 2016. The increase was primarily due to higher consulting and director’s
fees. By issuing shares in lieu of cash consideration, we were able to utilize outside expertise for project management and preserve
cash.
General and administrative expenses to related
parties for the three months ended September 30, 2017 were $122,758, a decrease of $78,521 or 39.0%, from
$201,279 for the three months ended September 30, 2016. The decrease was primarily due to the increased use of outside contractors
for professional services, while prior year related party charges offset certain expenses related to the management fees
and start-up of the business operations.
Research
and development expenses to related parties for the three months ended September 30, 2017 were $35,000, an increase from $0 for
the three months ended September 30, 2016. The increase was primarily related to our beta-test promotions and updates of our mobile
gaming app. Our research and development expenses relate to our outside gaming app development costs for our mobile gaming app,
Hemp Inc,
performed by HKA Digital Limited. During the three months ended September 30, 2017, we have primarily been in
beta-test mode of our mobile gaming app to determine technical feasibility and the additional development direction of the app
for the targeted audience.
Total Other Income/(Expense)
.
Total other expenses for the three months ended September 30, 2017 were $511,820, as compared to $42,625 for the three months
ended September 30, 2016, an increase of $469,195, or 1,100.8%. This increase was primarily due to the increase in non-cash interest
expense and change in derivative liabilities associated with the accounting treatment for the convertible notes payable (“Convertible
Notes Payable”) from two institutions in the aggregate amount of $519,000 and related issuance of 250,000 warrants.
Interest
income for the three months ended September 30, 2017 was $1,500, which reflected no change from the three months ended September
30, 2016. The interest income is accrued interest related to our $100,000 convertible note receivable from a social media company.
Total
interest expense for the three months ended September 30, 2017 was $574,910, an increase of $530,785 or 1,202.9%, from $44,125
for the three months ended September 30, 2016. This increase was primarily due to non-cash interest expenses related to the accounting
treatment for embedded debt derivative and warrant liability charges for the Convertible Notes Payable.
For the three months ended September 30, 2017,
the Company incurred $40,501 in interest expense related to its promissory notes payable, a decrease of $3,624 or 8.2%, from $44,125
for the three months ended September 30, 2016. The decrease was due to the decrease in the outstanding balance in promissory notes
payable financing during the periods. This interest expense is unrelated to the non-cash interest expense associated with the accounting
treatment for embedded debt derivative and warrant liability charges for the Convertible Notes Payable.
For
the three months ended September 30, 2017, the Company incurred non-cash interest expense of $534,410 related to the accounting
treatment for embedded debt derivative and warrant liability charges for the Convertible Notes Payable compared to $0 for the
three months ended September 30, 2016. The Company has identified the embedded derivative and warrant liability related to the
Convertible Notes Payable. The accounting treatment of the derivative financial instruments requires that the Company record fair
value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date which
at September 30, 2017 was $1,525,051 and $1,864,328 for the debt derivative and warrant liability, respectively. The fair value
of the embedded derivatives and warrant liability at issuance of the Convertible Notes Payable, were determined using the Binomial
Option Pricing Model. The initial fair value of the embedded debt derivative and warrant liability in aggregate of $703,493 was
allocated as a debt discount up to the net proceeds of the notes, or $362,003, with the remainder $341,490 charged to current
period operations as interest expense. In addition, the Company amortized an aggregate of $192,920 of debt discounts to current
period operations as interest expense.
The
Company incurred a net gain on the change in the derivative liability for the three months ended September 30, 2017 of $61,590
compared to $0 for the three months ended September 30, 2016. The notes issued pursuant to the Convertible Notes Payable are
convertible
into common stock, at the holders’ option, at a discount to the market price of the Company’s common stock. In addition,
the Company issued warrants to purchase up to 250,000 shares of the Company’s common stock to such holders in 2017. The
Company has identified the embedded derivatives related to these promissory notes and warrants relating to certain conversion
features and anti-dilutive (reset) provisions. The accounting treatment of derivative financial instruments requires that the
Company record fair value of the derivatives as of the inception date of these notes and warrants, and to fair value as of each
subsequent reporting date. The fair value of the embedded derivatives related to the notes at September 30, 2017 was $1,525,051,
and the Company recorded a gain on change in debt derivative liabilities of $363,627 for the three months ended September 30,
2017. The fair value of the embedded derivatives related to the warrants at September 30, 2017 was $1,864,328, and the Company
recorded a loss on change in warrant derivative liabilities of $302,037 for the three months ended September 30, 2017.
The
change in the derivative liability expense was attributable to the change in the input variables that factors in stock price,
risk-free rate, volatility, and duration outstanding for the notes and warrants.
Net
Loss
. As a result of the foregoing, the net loss for the three months ended September 30, 2017 was $2,648,595 or $0.09
per common share, basic and diluted, as compared to a loss from operations of $588,434 or $0.03 per common share, basic and diluted,
for the three months ended September 30, 2016, an increase of $2,060,161 or 350.1%.
Reconciliation
of GAAP to non-GAAP Financial Measures
The
following table contains financial measures that are not calculated in accordance with U.S. generally accepted accounting principles
(“GAAP”). Such measures, which are unaudited and should only be read in conjunction with our financial statements
and related notes included elsewhere in this report, are intended to serve as a supplement to the GAAP results. The unaudited
non-GAAP information reflects the adjustment to GAAP Net Income Attributable to Common Shareholders on a non-GAAP basis, whereby
the effect of non-cash adjustments for each period presented for stock-based compensation and the interest expense related to
the accounting treatment for embedded debt derivative and warrant liability charges and the change in the fair value of derivatives
associated with the Convertible Notes Financing added back to the GAAP Net Income Attributable to Common Shareholders. This non-GAAP
adjustment has been used to calculate the non-GAAP earnings per share. The non-GAAP operating results for the quarters presented
are not necessarily indicative of results for any future periods, but management believes these non-GAAP financial measures provide
useful information to investors for a more accurate picture of the Company’s operations on an ongoing basis.
First
Harvest Corp.
RECONCILIATION
OF GAAP TO NON-GAAP FINANCIAL MEASURES
|
|
For the Three Months
Ended
September 30, 2017
|
|
|
For the Three Months
Ended
September 30, 2016
|
|
|
|
|
|
|
|
|
GAAP NET LOSS
|
|
$
|
(2,648,595
|
)
|
|
$
|
(588,434
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
Add: Non-Cash Stock-based Compensation Charge
|
|
$
|
1,510,000
|
|
|
$
|
0
|
|
Non-Cash Charge for Interest Expense Related to Embedded Debt Derivative and Warrant Liability
|
|
|
534,410
|
|
|
|
-
|
|
Non-Cash Gain for Change in the Fair Value of Derivative
|
|
|
(61,590
|
)
|
|
|
-
|
|
Total Non-Cash Charges
|
|
$
|
1,982,820
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Net Loss
|
|
$
|
(665,775
|
)
|
|
$
|
(588,434
|
)
|
|
|
|
|
|
|
|
|
|
Non-GAAP Earnings (Loss) Per Share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
For
the Six Months Ended September 30, 2017 Compared to the Six Months Ended September 30, 2016
Revenues
and Cost of Goods Sold
. We had no revenues or cost of goods sold during the six months ended September 30, 2017 and 2016.
Total
Operating Expenses
.
Total operating expenses for the six months ended September 30, 2017 were $3,837,671, as compared
to $2,852,175 for the six months ended September 30, 2016, an increase of $985,496, or 34.6%. This increase was primarily due
to the increase in compensation expense under general and administrative expenses.
General and administrative expenses for the
six months ended September 30, 2017 were $3,380,565, an increase of $1,364,481 or 67.7%, from $2,016,084
for the six months ended September 30, 2016. This increase was primarily due to additional compensation expense for a new director,
subcontractors, consultants and professional fees to support the development of our digital media platform and administrative
expenses, as well as legal and accounting expenses.
During
the six months ended September 30, 2017, we incurred non-cash compensation expense of $2,572,383 as part of general and administrative
expenses by issuing shares of common stock to various individuals, including a new director, as an incentive for participating
in our operations and development, compared to $1,330,191 during the six months ended September 30, 2016, an increase of $1,242,192
or 93.4%. The increase was primarily due to higher consulting and director’s fees. By issuing shares in lieu of cash consideration,
we were able to utilize outside expertise for project management and preserve cash.
General and administrative expenses to
related parties for the six months ended September 30, 2017 were $258,106, a decrease of $76,985 or 23.0%, from $335,091 for the
six months ended September 30, 2016. The decrease was primarily due to the increased use of outside contractors for professional
services, while prior year related party charges offset certain expenses related to the management fees and start-up of the business
operations.
Research
and development expenses to related parties for the six months ended September 30, 2017 were $199,000, a decrease of $302,000
or 60.3%, from $501,000 for the six months ended September 30, 2016. The decrease was primarily related to our shift in development
work to our beta-test promotions and updates of our mobile gaming app. Our research and development expenses relate to our outside
gaming app development costs for our mobile gaming app,
Hemp Inc,
performed by HKA Digital Limited. During the six months
ended September 30, 2017, we have primarily been in beta-test mode of our mobile gaming app to determine technical feasibility
and the additional development direction of the app for the targeted audience.
Total
Other Income/(Expense)
. Total other expenses for the six months ended September 30, 2017 were $2,925,314, as compared
to $48,625 for the six months ended September 30, 2016, an increase of $2,876,689 or 5,916.1%. This increase was primarily
due to the increase in non-cash interest expense and change in derivative liabilities associated with the accounting treatment
for the Convertible Notes Payable from two institutions in the aggregate amount of $519,000 and related issuance of 250,000 warrants.
Interest
income for the six months ended September 30, 2017 was $3,000, which reflected no change from the six months ended September 30,
2016. The interest income is accrued interest related to our $100,000 convertible note receivable from a social media company.
Total
interest expense for the six months ended September 30, 2017 was $2,875,925, an increase of $2,824,300 or 5,470.8%, from $51,625
for the six months ended September 30, 2016. This increase was primarily due to non-cash interest expenses related to the accounting
treatment for embedded debt derivative and warrant liability charges for the Convertible Notes Payable.
For
the six months ended September 30, 2017, the Company incurred $78,110 in interest expense related to its promissory notes payable,
an increase of $26,485 or 51.3%%, from $51,625 for the six months ended September 30, 2016. The increase was due to the increase
in the outstanding balance in promissory notes payable financing during the periods. This interest expense is unrelated to the
non-cash interest expense associated with the accounting treatment for embedded debt derivative and warrant liability charges
for the Convertible Notes Payable.
For
the six months ended September 30, 2017, the Company incurred non-cash interest expense of $2,797,815 related to the accounting
treatment for embedded debt derivative and warrant liability charges for the Convertible Notes Payable compared to $0 for the
six months ended September 30, 2016. The Company has identified the embedded derivative and warrant liability related to the Convertible
Notes Payable. The accounting treatment of the derivative financial instruments requires that the Company record fair value of
the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date which at September
30, 2017 was $1,525,051 and $1,864,328 for the debt derivative and warrant liability, respectively. The fair value of the embedded
derivatives and warrant liability at issuance of the Convertible Notes Payable, were determined using the Binomial Option Pricing
Model. The initial fair value of the embedded debt derivative and warrant liability in aggregate of $3,336,991 was allocated as
a debt discount up to the net proceeds of the notes, or $881,003, with the remainder $2,504,488 charged to current period operations
as interest expense. In addition, the Company amortized an aggregate of $293,328 of debt discounts to current period operations
as interest expense.
The
Company incurred a net loss on the change in the derivative liability for the six months ended September 30, 2017 of $52,389 compared
to $0 for the six months ended September 30, 2016. The notes issued pursuant to the Convertible Notes Payable are
convertible
into common stock, at the holders’ option, at a discount to the market price of the Company’s common stock. In addition,
the Company issued warrants to purchase up to 250,000 shares of the Company’s common stock to such holders in 2017. The
Company has identified the embedded derivatives related to these promissory notes and warrants relating to certain conversion
features and anti-dilutive (reset) provisions. The accounting treatment of derivative financial instruments requires that the
Company record fair value of the derivatives as of the inception date of these notes and warrants, and to fair value as of each
subsequent reporting date. The fair value of the embedded derivatives related to the notes at September 30, 2017 was $1,525,051,
and the Company recorded a gain on change in debt derivative liabilities of $969,648 for the six months ended September 30, 2017.
The fair value of the embedded derivatives related to the warrants at September 30, 2017 was $1,864,328, and the Company recorded
a loss on change in warrant derivative liabilities of $1,022,037 for the six months ended September 30, 2017.
The
change in the derivative liability expense was attributable to the change in the input variables that factors in stock price,
risk-free rate, volatility, and duration outstanding for the notes and warrants.
Net
Loss
. As a result of the foregoing, the net loss for the six months ended September 30, 2017 was $6,762,985 or $0.25 per
common share, basic and diluted, as compared to a loss from operations of $2,900,800 or $0.14 per common share, basic and diluted,
for the six months ended September 30, 2016, an increase of $3,862,185 or 133.1%.
Reconciliation
of GAAP to non-GAAP Financial Measures
The
following table contains financial measures that are not calculated in accordance with GAAP. Such measures, which are unaudited
and should only be read in conjunction with our financial statements and related notes included elsewhere in this report, are
intended to serve as a supplement to the GAAP results. The unaudited non-GAAP information reflects the adjustment to GAAP Net
Income Attributable to Common Shareholders on a non-GAAP basis, whereby the effect of non-cash adjustments for each period presented
for stock-based compensation and the interest expense related to the accounting treatment for embedded debt derivative and warrant
liability charges and the change in the fair value of derivatives associated with the Convertible Notes Financing added back to
the GAAP Net Income Attributable to Common Shareholders. This non-GAAP adjustment has been used to calculate the non-GAAP earnings
per share. The non-GAAP operating results for the quarters presented are not necessarily indicative of results for any future
periods, but management believes these non-GAAP financial measures provide useful information to investors for a more accurate
picture of the Company’s operations on an ongoing basis.
First
Harvest Corp.
RECONCILIATION
OF GAAP TO NON-GAAP FINANCIAL MEASURES
|
|
For the Six Months
Ended
September 30, 2017
|
|
|
For the Six Months
Ended
September 30, 2016
|
|
|
|
|
|
|
|
|
GAAP NET LOSS
|
|
$
|
(6,792,985
|
)
|
|
$
|
(2,900,800
|
)
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
Add:
Non-Cash Stock-based Compensation Charge
|
|
$
|
2,572,383
|
|
|
$
|
1,330,191
|
|
Non-Cash Charge for Interest Expense Related to Embedded Debt Derivative and Warrant Liability
|
|
|
2,797,816
|
|
|
|
-
|
|
Non-Cash Charge for Change in the Fair Value of Derivative
|
|
|
52,389
|
|
|
|
-
|
|
Total Non-Cash Charges
|
|
$
|
5,422,588
|
|
|
$
|
1,330,191
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Net Loss
|
|
$
|
(1,370,397
|
)
|
|
$
|
(1,570,609
|
)
|
|
|
|
|
|
|
|
|
|
Non-GAAP Earnings Per Share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.07
|
)
|
Going
Concern
Our
independent registered public accounting firm stated that our financial statements for the three and six months ended September
30, 2017 and 2016 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern
is an issue raised as we have not generated revenue and incurred a net loss of $2,648,595 and $6,762,985 for the three and six
months ended September 30, 2017, respectively. We had an accumulated deficit of $13,825,370 as of September 30, 2017, expect to
generate net losses for the near future, and require additional financing to fund future operations. Our financial statements
contain additional note disclosures describing the circumstances that led to this disclosure.
Our
operations have not yet resulted in revenue generation and we have financed our activities using equity and debt financings. Our
ability to continue as a going concern is subject to our ability to achieve and maintain profitable operations or obtain necessary
funding from outside sources, including obtaining additional funding from the sale of our securities or obtaining loans from various
financial institutions or private sources, where possible. Our lack of revenue and continued net operating losses increases the
difficulty in meeting such goals and there can be no assurances that such methods will prove successful. While we continually
look for additional financing sources, in the current economic environment, the procurement of outside funding is difficult and
there can be no assurance that such financing will be available on terms acceptable to us, if at all.
Therefore,
management plans to raise capital to finance our operating and capital requirements. However, we may be unable to do so on terms
that are acceptable to us, if at all, particularly given current capital market and overall economic conditions. While we are
devoting our best efforts to achieve our business plans, there is no assurance that any such activity will generate funds that
will be available for operations. These conditions raise substantial doubt about our ability to continue as a going concern.
Liquidity
and Capital Resources
The
following table summarizes total current assets, liabilities and working capital at September 30, 2017 compared to March 31, 2017:
|
|
September 30, 2017
|
|
|
March 31, 2017
|
|
|
Change
|
|
Current Assets
|
|
$
|
74,850
|
|
|
$
|
-
|
|
|
$
|
74,850
|
|
Current Liabilities
|
|
$
|
4,584,713
|
|
|
$
|
1,445,552
|
|
|
$
|
3,139,161
|
|
Working Capital Deficiency
|
|
$
|
(4,509,863
|
)
|
|
$
|
(1,445,552
|
)
|
|
$
|
(3,064,311
|
)
|
As
of September 30, 2017 and March 31, 2017, we had a working capital deficiency of $4,509,863 and $1,445,552, respectively, an increase
of $3,064,311 or 212.0%. The increase in working capital deficiency was primarily due to the accounting treatment related to the
Convertible Notes Financing for the embedded debt derivative and warrant liability of $3,389,379 at September 30, 2017 compared
to $0 at March 31, 2017. The derivative financial instruments require that the Company record fair value of the derivatives as
of the inception date of the Convertible Notes Financing and to fair value as of each subsequent reporting date which at September
30, 2017 was $1,525,051 and $1,864,328 for the debt derivative and warrant liability, respectively.
For
the three and six months ended September 30, 2017 and 2016, respectively, we recorded no revenue. As a result, we do not have
any capital resources to meet our projected cash flow requirements to conduct our proposed operations. We presently do not have
any available credit, bank financing or other external sources of liquidity. Therefore, we will require additional financing in
order to develop our business. We cannot predict whether this additional financing will be in the form of equity or debt, or be
in another form. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all.
In any of these events, we may be unable to implement our current plans for operations and these circumstances would have a material
adverse effect on our business, prospects, financial condition and results of operations.
During
the six months ended September 30, 2017, we used net cash of $1,178,129 in operations, and generated $1,252,979 net cash from
financing activities, including common stock sales and issuance of notes payable. During the six months ended September 30, 2016,
we used net cash of $1,550,276 in operations, and generated $1,572,000 net cash from financing activities from common stock sales
and issuance of notes payable.
Sources
of Liquidity
Common
Stock.
During the six months ended September 30, 2017, we sold an aggregate of 407,667 shares of common stock for gross
proceeds of $466,000.
Convertible
Promissory Notes Payable.
During the six months ended September 30, 2017, the Company entered into a series of short-term
convertible promissory notes in the aggregate principal amount of $591,000. During the six months ended September 30, 2017, the
Company issued an aggregate of 635,758 shares of common stock for the conversion of the short-term convertible notes payable and
accrued interest in the amount of $552,178.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenue or expenses, results or operations, liquidity, capital expenditures or capital
resources that is material to investors.
Critical
Accounting Policies and Estimates
Revenue
Recognition
: We recognize revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment
has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. For the period from February
27, 2013 (inception) to September 30, 2017, we have not recognized any revenue.
Stock-Based
Compensation:
We account for stock-based compensation in accordance with Accounting Standards Committee (“ASC”)
718 “Compensation – Stock Compensation” using the fair value method. All transactions in which goods or services
are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to
employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity
instruments issued. We account for stock-based compensation to consultants and other third parties in accordance with ASC 505-50
“Equity-Based Payments to Non-Employees.” Compensation expense is determined at the “measurement date.”
The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation
expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting
date.
Convertible Instruments:
U.S. GAAP
requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative
financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics
and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks
of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is
not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported
in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered
a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described
under applicable ASC 480-10.
When
the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company
records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments
based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction
and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of
the related debt to their stated date of redemption.
Derivative
Financial Instruments:
The Company classifies, as equity, any contracts that (i) require physical settlement or net-share
settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement
or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as
assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract
if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash
settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common
stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification
between assets and liabilities is required.
The
Company’s free-standing derivatives consisted of warrants to purchase common stock that were issued in connection with the
issuance of debt and of embedded conversion options with convertible debentures. The Company evaluated these derivatives to assess
their proper classification in the balance sheet as of September 30, 2017 using the applicable classification criteria enumerated
under ASC 815-Derivatives and Hedging. The Company determined that certain embedded conversion and/or exercise features do not
contain fixed settlement provisions. The convertible debentures contain a conversion feature such that the Company could not ensure
it would have adequate authorized shares to meet all possible conversion demands.
As
such, the Company was required to record the derivatives which do not have fixed settlement provisions as liabilities and mark
to market all such derivatives to fair value at the end of each reporting period.
Recent
Pronouncements
We
have evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and do
not believe that any of these pronouncements will have a material impact on our financial position and results of operations.
JOBS
Act
On
April 5, 2012, the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can
take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the
“Securities Act”), for complying with new or revised accounting standards. This means that an “emerging growth
company” can delay the adoption of certain accounting standards until those standards would apply to private companies.
We are electing to delay such adoption of new or revised accounting standards and, as a result, we may not comply with new or
revised accounting standards at the same time as other public reporting companies that are not “emerging growth companies.”
In
addition, we intend to rely on other exemptions from reporting and disclosure requirements that are offered by the JOBS Act, including
(i) an exemption from the need to provide an auditor’s attestation report on our system of internal control over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, and (ii) an exemption from the need to comply with any PCAOB requirement
regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the
audit and our financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years following
our first sale of common equity securities under an effective registration statement or until we no longer qualify as an “emerging
growth company,” whichever is earlier.