NOTES
TO FINANCIAL STATEMENTS
FOR
THE THREE MONTHS ENDED DECEMBER 31, 2018 AND 2017
(Unaudited)
NOTE
1 - DESCRIPTION OF BUSINESS
Cipherloc
Corporation (the “Company” or “Cipherloc”) was incorporated in Texas on June 22, 1953 as American Mortgage
Company. On March 15, 2015, the Company changed its name to Cipherloc Corporation. The name change became effective on March 23,
2015.
NOTE
2 - BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The
Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of
America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting
principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X.
In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have
been included.
Operating
results for the three months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the
year ending September 30, 2019. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures
contained in the audited financial statements for the year ended September 30, 2018 have been omitted; this report should
be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30,
2018 included within the Company’s Form 10-K as filed with the Securities and Exchange Commission.
NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of
America. Significant accounting policies are as follows:
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The
Company did not have any cash equivalents as of December 31, 2018 or September 30, 2018. At December 31, 2018 and September 30,
2018, cash includes cash on hand and cash in the bank. The Company maintains its cash in accounts held by large, globally recognized
banks which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC).
The FDIC insures these deposits up to $250,000. At December 31, 2018, $12,802,481 of the Company’s cash balance was uninsured.
The Company has not experienced any losses in cash.
Convertible
Debt and Embedded Derivatives
Convertible
debt is accounted for under the guidelines established by Accounting Standards Codification (“ASC”) 470-20,
Debt
with Conversion and Other Options
. ASC 470-20 governs the calculation of an embedded beneficial conversion,
which is treated as an additional discount to the instruments where derivative accounting does not apply. This applies during
the period for which embedded conversion features are either fixed or not yet available to the holder. The amount of the beneficial
conversion feature may reduce the carrying value of the instrument. The discounts relating to the initial recording of the derivatives
or beneficial conversion features are accreted over the term of the debt.
When
equity instruments, such as common stock and/or warrants, are issued with convertible debt, the net proceeds from the transaction
are allocated to the convertible debt and equity instruments based on their relative fair values. The proceeds allocated to the
equity instruments may reduce the carrying value of the convertible debt, and such discount is amortized to interest expense over
the term of the debt.
In
the event a convertible note has an embedded conversion feature which, among other features, allows an unlimited number of common
shares to be issued upon conversion since the conversion price is based on the quoted market price of the Company’s common
stock, the Company records a derivative liability, which is marked to market at each reporting period and charged to the statement
of operations in accordance with ASC 815,
Accounting for Derivative Financial Instruments and Hedging Activities
.
Basic
and Diluted Net Loss per Common Share
Basic
loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares
outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding
and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution
that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest,
resulting in the issuance of common stock that could share in the earnings of the Company. As of December 31, 2018 and September
30, 2018, the Company had 1,000,000 shares of preferred stock outstanding, which are convertible into 1,500,000 shares of common
stock.
Diluted
loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential
common stock equivalents would be anti-dilutive as a result of the net loss. During the three months ended December 31, 2018,
25,015,866 warrants and 1,000,000 shares of convertible preferred stock were excluded from the calculation of diluted loss per
share because their effect would be anti-dilutive. During the three months ended December 31, 2017, 874,000 warrants and 1,000,000
shares of convertible preferred stock were excluded from the calculation of diluted loss per share because their effect would
be anti-dilutive.
Research
and Development and Software Development Costs
The
Company expenses all research and development costs, including patent and software development costs. Our research and development
costs incurred for the three months ended December 31, 2018 and 2017 were $345,895 and $114,852, respectively.
Recent
Accounting Announcements
The
Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASU”) to amend the
authoritative literature in the ASC. There have been a number of ASUs to date that amend the original text of the ASC. Other than
those discussed below, the Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical
corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.
In
August 2018, the FASB issued ASU 2018-13,
Fair Value Measurements (Topic 820) – Disclosure Framework – Changes
to the Disclosure Requirements for Fair Value Measurement
, to modify the disclosure requirements for fair value measurements.
The ASU removes certain disclosure requirements related to transfers between fair value hierarchy levels and valuation processes
for Level 3 fair value measurements. It modifies certain disclosure requirements for investments in entities that calculate net
asset value. It adds certain disclosure requirements regarding gains and losses for recurring Level 3 fair value measurements
and unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 is effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2019. The Company is currently in the process of evaluating the
effect this guidance will have on its financial statements and related disclosures.
In
June 2018, the FASB issued ASU 2018-07,
Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee
Share-Based Payment Accounting
, to expand the scope of Topic 718,
Compensation – Stock Compensation
, which currently
only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services.
Thus, accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently in
the process of evaluating the effect this guidance will have on its financial statements and related disclosures.
In
February 2016, the FASB issued ASU 2016-02,
Leases (Topic 840)
, 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.
Early adoption of the amendments in this standard is permitted for all entities, and the Company may recognize and measure leases
at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU 2018-11,
Leases (Topic 840): Targeted Improvements
, to provide a new transition method and practical expedient for separating components
of a contract. The amendments in this standard are effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2018. The Company is currently in the process of evaluating the effect this guidance will have on
its financial statements and related disclosures.
In
May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606)
. Under this guidance, revenue
is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is
expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance
under U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method.
Early adoption is not permitted. ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2017. The adoption of ASU 2014-09 did not have a material impact on the Company’s financial statements
or related disclosures.
NOTE
4 – CONVERTIBLE NOTE PAYABLE
FirstFire
Global Opportunities Fund, LLC
On
September 26, 2017, the Company issued a convertible note payable to FirstFire Global Opportunities Fund, LLC (“FirstFire”).
This convertible note was settled in March 2018. The note was issued with a principal amount of $330,000, which included an original
issue discount of $30,000. The Company incurred $8,500 in debt issuance costs. The note accrued interest at 5% per annum and was
to mature on March 26, 2018. The note was convertible at $2.00 per share, subject to adjustment due to ratchet or down round protection,
among other adjustments. The Company also issued 50,000 shares of its common stock, as well as warrants to purchase an additional
165,000 shares of common stock at $4.50 per share with a term of two years. The note was amended on December 20, 2017, which reduced
the conversion price of the note from $2.00 to $1.00 per share and the exercise price of the warrants from $4.50 to $2.00. The
amendment also required the Company to issue an additional 87,500 shares of common stock to FirstFire. The Company also received
the right to prepay the convertible note at any time from the 151st through the 180th day following September 26, 2017, after
which the Company could repay FirstFire at 130% multiplied by the outstanding principal amount plus accrued and unpaid interest.
The
reduction of the conversion price from $2.00 to $1.00 was deemed to create a beneficial conversion feature, therefore, the Company
accounted for the amendment of the FirstFire note using ASC 815,
Derivatives and Hedging
, and recognized a loss on extinguishment
of $358,038 during the three months ended December 31, 2017. The Company also recognized a beneficial conversion feature derivative
liability of $320,312 as of the note’s amendment date. The Company valued the beneficial conversion feature using
the Black-Scholes-Merton valuation model on the date of the amendment with an expected life of one (1) year, volatility
of 150%, and risk-free rate of 1.87%.
During
the three months ended December 31, 2017, the Company recognized a loss of $48,911 related to the change in fair value of the
FirstFire beneficial conversion feature. The change in fair value was calculated using the stock price as
of December 31, 2017 of $1.18 and an exercise price of $0.70, which is 70% multiplied by the lowest bid price of the Company’s
common stock during the preceding 25 trading days, per the terms of the note.
Additionally,
upon the December 20, 2017 amendment of the FirstFire note, the Company recorded a debt discount of $330,000. The Company amortized
$37,813 of the debt discount to interest expense during the three months ended December 31, 2017. Total interest expense related
to the FirstFire note, including the debt discount amortization prior to the amendment, was $178,700 for the three months ended
December 31, 2017.
Peak
One Opportunity Fund LP
On
December 14, 2017, the Company issued a convertible note payable to Peak One Opportunity Fund LP (“Peak One”). This
convertible note was settled in April 2018. The note was issued with a principal amount of $300,000. The Company incurred $27,400
in debt issuance costs. The note was to mature on December 14, 2020. The note was convertible at $1.00 per share. The Company
also issued 275,000 shares of its common stock, as well as warrants to purchase an additional 75,000 shares of common stock at
$2.00 per share with a term of five years at the time of note issuance.
The
Company accounted for the Peak One note using ASC 815,
Derivatives and Hedging
, and recognized a beneficial
conversion feature derivative liability of $267,750 as of the note’s issuance date. The Company valued the beneficial
conversion feature using the Black-Scholes-Merton valuation model on the date of issuance with an expected life
of 1.25 years, volatility of 150%, and risk-free rate of 1.82%. The Company also recognized a loss of $486,745 resulting from
the excess fair value of the beneficial conversion feature in the Peak One note and of the equity instruments issued with the
convertible note.
During
the three months ended December 31, 2017, the Company recognized a loss of $87,021 related to the change in fair value of the
Peak One beneficial conversion feature. The change in fair value was calculated using the stock price as
of December 31, 2017 of $1.18 and an exercise price of $0.70, which is 70% multiplied by the lowest bid price of the Company’s
common stock during the preceding 25 trading days, per the terms of the note.
Additionally,
upon issuance of the Peak One note, the Company recorded a debt discount of $300,000. The Company amortized $4,645 of the debt
discount to interest expense during the three months ended December 31, 2017.
NOTE
5 – COMMITMENTS AND CONTINGENCIES
Litigation
We
are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or
results of operations. A disgruntled former contracted consultant has brought an action in Texas state court against the CEO and
the Company, alleging fraud and misrepresentation pertaining to stock and payments, all of which have been paid, and all stock
has been delivered to him. He has also included a claim of partial ownership of some of the Company’s patents, which is
without merit in that any interest he may have had has been assigned to the Company. The claim is frivolous and without merit.
The case is being vigorously defended on our behalf by our insurance carrier.
Leases
The Company leases
3,906 square feet of office space in Buda, Texas. The lease for the Buda office began on March 15, 2016 and continues until March
31, 2019. The current monthly rent payment of $7,542 continues until February 28, 2019. On March 1, 2019, the monthly rent payment
increases to $7,705. The lease shall be automatically renewed for two one-year periods at a rate of $7,705 per month from April
1, 2019 through March 31, 2020 and a rate of $7,867 per month from April 1, 2020 until March 31, 2021, unless either party to
the lease agreement notifies the other of the intent to terminate the lease in writing at least 180 days prior to the expiration
of the current term.
The Company also
leases 1,005 square feet of office space in Scottsdale, Arizona. The lease for the Scottsdale office began on July 15, 2018 and
continues until July 31, 2021. The current monthly rent payment of $1,608 continues until July 31, 2019. From August 1, 2019 to
July 31, 2020, the monthly rent payment increases to $1,656, and from August 1, 2020 to July 31, 2021, the monthly rent payment
increases to $1,705.
In October 2018,
the Company leased an additional 3,859 square feet of office space in Scottsdale, Arizona. The lease for the new Scottsdale office
began on October 4, 2018 and continues until October 31, 2021. Annual rent of $77,180 was prepaid for the first year from November
1, 2018 to October 31, 2019. After the first year, the lease requires monthly rent payments of $6,753 from November 1, 2019 to
October 31, 2020 and $7,075 from November 1, 2020 to October 31, 2021.
NOTE
6 - STOCKHOLDERS’ EQUITY
The
Company is authorized to issue 650,000,000 common shares and 10,000,000 preferred shares at a par value of $0.01 per share.
As of December 31, 2018, the Company had 40,763,917 shares of common stock and 1,000,000 shares of preferred stock outstanding.
As of September 30, 2018, the Company had 40,743,917 shares of common stock and 1,000,000 shares of preferred stock outstanding.
Common
Stock
Management
determines the fair value of stock issuances using the closing stock price on the grant date.
During
the three months ended December 31, 2018, the Company issued 20,000 shares of common stock with a fair value of $40,000 to Pycnocline,
LLC for management consulting services.
During
the three months ended December 31, 2017, the Company issued 5,537 shares of common stock with a fair value of $10,000 to its
officers and other employees as part of their compensation, which was recorded in research and development expenses.
Preferred
Stock
Each
share of preferred stock is convertible into the Company’s common stock at a rate of one (1) preferred share to 1.5 common
shares. Each share of preferred stock has 1.5 votes on all matters presented to be voted by the holders of common stock. The holders
of preferred stock can only convert the shares if agreed to by the Board of Directors. If declared by the Board of Directors,
holders of preferred stock are entitled to receive dividends prior and in preference to any declaration or payment of any dividend
on the common stock of the Company. In the event of liquidation or dissolution of the Company, holders of preferred stock shall
be paid out of the assets of the Company prior and in preference to any payment or distribution to holders of common stock of
the Company.
NOTE
7 – SUBSEQUENT EVENTS
There
have been no reportable events that have occurred after December 31, 2018.