NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
A – ORGANIZATION
Sylios
Corp (f/k/a US Natural Gas Corp) (“Sylios”, the “Company”, “we”, “us”, or “our”)
was organized as a Florida Corporation on March 28, 2008 under the name of Adventure Energy, Inc. Sylios has four wholly
owned subsidiaries: (i) US Natural Gas Corp KY (“USNG KY”), a corporation incorporated in Florida on February 1, 2010;
(ii) US Natural Gas Corp WV (“USNG WV”) a corporation incorporated in Tennessee on August 25, 2009 and redomiciled
in Florida on April 26, 2010; (iii) E 3 Petroleum Corp (“E 3”) a corporation incorporated in Florida on February 2,
2010; and (iv) 1720 RCMG, LLC (“RCMG”) a limited liability company formed in the State of Florida on July 24, 2019.
Effective
March 10, 2017, Sylios distributed approximately 80.01% of the common stock of The Greater Cannabis Company, Inc. (“GCAN”),
a former wholly owned subsidiary of Sylios organized in Florida on March 13, 2014. Please
see
NOTE F - INVESTMENTS IN
AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES
for further information.
Effective
October 2, 2017, Sylios distributed approximately 41.05% of the common stock of AMDAQ Corp (formerly E 2 Investments, LLC) (“AMDAQ”),
a former wholly owned subsidiary of Sylios organized in Florida on July 20, 2009. Please
see
NOTE F - INVESTMENTS IN
AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES and NOTE P- SUBSEQUENT EVENTS
for further information.
Effective
December 28, 2018, Sylios effected a 1 share for 4,000 shares reverse stock split of its common stock reducing the number of issued
and outstanding shares of its common stock from 10,949,884,000 to 2,737,471 shares. The accompanying financial statements retroactively
reflect the reverse stock split.
Sylios
owns vacant land in Macon, GA, which subject to receipt of adequate financing, it plans upon developing a storage facility for
customer rentals. Please
see
NOTE C - PROPERTY AND EQUIPMENT
for further information. USNG KY was granted royalty
interests in 13 oil and gas wells in Kentucky (that had been shut-in since 2014) that it had acquired several years prior to the
year ended December 31, 2017, which were sold to a third party in 2018. Please
see
NOTE D - OIL AND GAS ROYALTY INTERESTS
for further information.
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles
of Consolidation
Summary
of Significant Accounting Policies
This
summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations of the Company’s management, which is responsible for
their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States
and have been consistently applied in the preparation of the financial statements.
Interim
Financial Statements
The
unaudited condensed financial statements of the Company for the three and six month periods ended June 30, 2019 and 2018 have
been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial
information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all
the information and footnotes required by accounting principles generally accepted in the United States of America for complete
financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments),
which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations.
Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance
sheet information as of December 31, 2018 was derived from the audited financial statements included in the Company’s financial
statements as of and for the year ended December 31, 2018 included in the Company’s Amendment No. 2 to Form S-1 filed with
the Securities and Exchange Commission (the “SEC”). These financial statements should be read in conjunction with
that report.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Sylios Corp and its wholly owned subsidiaries, US Natural Gas Corp KY,
US Natural Gas Corp WV, E 3 Petroleum Corp and 1720 RCMG, LLC. All inter-company balances and transactions have
been eliminated in consolidation.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Cash
Equivalents
Investments
having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For
the periods presented, the Company had no cash equivalents.
Income
Taxes
In
accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the
asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates
in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts
on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they
occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized.
We
expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a
tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold,
the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax
authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2018,
we had no uncertain tax positions. We recognize interest and penalties, if any, related to uncertain tax positions as general
and administrative expenses. We currently have no federal or state tax examinations nor have we had any federal or state examinations
since our inception. To date, we have not incurred any interest or tax penalties.
Financial
Instruments and Fair Value of Financial Instruments
We
adopted ASC Topic 820,
Fair Value Measurements and Disclosures
, for assets and liabilities measured at fair value on a
recurring basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires
the use of fair value measurements that establishes a framework for measuring fair value and expands disclosure about such fair
value measurements.
ASC
820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that
maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:
Level
1:
|
|
Observable
inputs such as quoted market prices in active markets for identical assets or liabilities
|
Level
2:
|
|
Observable
market-based inputs or unobservable inputs that are corroborated by market data
|
Level
3:
|
|
Unobservable
inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
|
The
carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial
assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement
is prepared. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when
a significant event occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured
at fair value on a recurring or nonrecurring basis during the periods presented.
Oil
and Gas Properties
The
Company has adopted the successful efforts method of accounting for oil and gas producing activities. Under the successful efforts
method, costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves,
and to drill and equip developmental wells are capitalized. Costs to drill exploratory wells that do not find proved reserves,
costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs
of carrying and retaining unproved properties are expensed.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
When
a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties
to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves. To the
extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash
flows, the excess, if any, of capitalized costs are written down to the present value of such amounts. Estimated future net cash
flows are determined based primarily upon the estimated future proved reserves related to the Company’s current proved properties
and, to a lesser extent, certain future net cash flows related to operating and related fees. The Company follows U.S. GAAP in
Accounting for Impairments.
On
sale or abandonment of an entire interest in a proved property, gain or loss is recognized, taking into consideration the amount
of any recorded impairment. If a partial interest in a proved property is sold, the amount received is treated as a reduction
of the cost of the interest retained. (Please
see
NOTE D - OIL AND GAS ROYALTY INTERESTS
for further information.).
Derivative
Liabilities
We
evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded
components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40,
Derivative Instruments and Hedging: Contracts in Entity’s Own Equity
.
The
result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument
and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as
a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion
or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value
is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification
under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.
Long-lived
Assets
Long-lived
assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses
on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset
may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an
asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment
evaluations involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows
could be different from those estimated by management which could have a material effect on our reporting results and financial
positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market
values and third-party independent appraisals, as considered necessary.
Marketable
Equity Securities
Marketable
equity securities are stated at market value with unrealized gains and losses included in operations. The Company has classified
its marketable equity securities as trading securities.
Deferred
Financing Costs
Deferred
financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and
charged to financing expenses over the term of the related debt.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Equity
Instruments Issued to Non-Employees for Acquiring Goods or Services
Issuances
of our common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value
of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment
for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty
considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance
is complete.
Although
situations may arise in which counter performance may be required over a period of time, the equity award granted to the party
performing the service is fully vested and non-forfeitable on the date of the agreement. As a result, in this situation in which
vesting periods do not exist if the instruments are fully vested on the date of agreement, we determine such date to be the measurement
date and will record the estimated fair market value of the instruments granted as a prepaid expense and amortize such amount
to expense over the contract period. When it is appropriate for us to recognize the cost of a transaction during financial reporting
periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured
at the then-current fair values.
Stock-Based
Compensation
We
account for share-based awards to employees in accordance with ASC 718 “Stock Compensation”. Under this guidance,
stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense
over the estimated service period (generally the vesting period) on the straight-line attribute method. Share-based awards to
non-employees are accounted for in accordance with ASC 505-50 “Equity”, wherein such awards are expensed over the
period in which the related services are rendered.
Related
Parties
A
party is considered to be related to us if the party directly or indirectly or through one or more intermediaries, controls, is
controlled by, or is under common control with us. Related parties also include our principal owners, our management, members
of the immediate families of our principal owners and our management and other parties with which we may deal if one party controls
or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or
operating policies of the transacting parties, or if it has an ownership interest in one of the transacting parties and can significantly
influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate
interests, is also a related party.
Revenue
Recognition
Revenue
is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed
or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.
Advertising
Costs
Advertising
costs are expensed as incurred. For the periods presented, we had no advertising costs.
Loss
per Share
We
compute net loss per share in accordance with FASB ASC 260. The ASC specifies the computation, presentation and disclosure requirements
for loss per share for entities with publicly held common stock.
Basic
loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted
net loss per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such
as stock options, warrants and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted
net loss per share are excluded from the calculation. For the six months ended June 30, 2019 and 2018, the Company
excluded 58,713,064 and 2,628,416 shares, respectively relating to convertible notes payable to third parties (Please
see
NOTE H - NOTES PAYABLE, THIRD PARTIES
for further information), 7,800,000 and 7,800,000 shares, respectively,
relating to the Series A Preferred stock and 31,250,000 and 1,562,500 shares, respectively, relating to the Series D Preferred
stock from the calculation of diluted shares outstanding as the effect of their inclusion would be anti-dilutive.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently
Enacted Accounting Standards
In
May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts
with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU
2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration
to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this
core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required
under existing U.S. GAAP. As amended by the FASB in July 2015, the standard is effective for annual periods beginning after December
15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting
the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii)
a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which
includes additional footnote disclosures). ASU 2014-09 has not had any significant effect on our Financial statements for the
periods presented.
In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between
different types of leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise
from all leases. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have
not significantly changed from previous GAAP. There continues to be a differentiation between finance leases and operating leases.
However, the principal difference from previous guidance is that the lease assets and lease liabilities arising from operating
leases should be recognized in the balance sheet. The accounting applied by a lessor is largely unchanged from that applied under
previous GAAP. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods
within those fiscal years, and early adoption is permitted. In transition, lessees and lessors are required to recognize and measure
leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach
includes a number of optional practical expedients that entities may elect to apply. These practical expedients relate to the
identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced
before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to
purchase the underlying asset. An entity that elects to apply the practical expedients will, in effect, continue to account for
leases that commence before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees
are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on
the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU No. 2016-02
has not had any significant effect on our Financial statements for the periods presented.
On
July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11.
Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features
when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to
be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is
triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance
is effective for annual periods beginning after December 15, 2018; early adoption is permitted.
The
Company has early adopted ASU 2017-11. As a result, we have not recognized the fair value of the warrants containing down round
features as liabilities. Please
see
NOTE L - CAPITAL STOCK
for further information.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from those estimates.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair
Value of Financial Instruments
The
Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. Financial instruments included in the Company’s financial statements include cash,
accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties,
notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements,
the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics
of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar
debt instruments.
NOTE
C - PROPERTY AND EQUIPMENT
Property
and equipment consist of the following at:
|
|
June
30, 2019
|
|
|
December
31, 2018
|
|
|
|
(Unaudited)
|
|
|
|
|
Land
and storage facility costs development plans (pledged as security for promissory note of $75,000. Please see
NOTE –
I
for further information
)
|
|
|
75,000
|
|
|
|
75,000
|
|
Computer
Software
|
|
|
20,000
|
|
|
|
20,000
|
|
Furniture,
Fixtures and Equipment
|
|
|
10,828
|
|
|
|
10,828
|
|
Total
|
|
|
105,828
|
|
|
|
105,828
|
|
Accumulated
depreciation and depletion
|
|
|
(29,498
|
)
|
|
|
(29,014
|
)
|
|
|
|
|
|
|
|
|
|
Net
property and equipment
|
|
$
|
76,330
|
|
|
$
|
76,814
|
|
On
October 6, 2018, the Company entered into a Commercial Real Estate Purchase and Sale Agreement with the Company’s President
for the purchase of a .92 acre of land located in Bibb County, GA. The purchase price for the land was $40,000.
On
this same date, the Company entered into an Asset Purchase Agreement with its President for the purchase of all architectural
and engineering plans for the development of a storage facility to be constructed on the .92 acre of land. The purchase price
for these assets was $35,000.
The
Company issued its President a Note in the amount of $75,000 on this same date. The Note has a term of one year and bears interest
at 3%. The Company’s first payment in the amount of $15,000 was due within 90 days of an effective reverse stock split.
As of the date of issuance of these Financial statements, except for a $5,000 payment made by the Company to the Company’s
president on November 12, 2018, the Company has not made any payment against the Note.
The
Company uses the straight-line method of depreciation for computer software and furniture, fixtures and equipment over the estimated
useful lives of the respective assets. For the six months ended June 30, 2019 and 2018, depreciation expense relating
to property and equipment was $484 and $484, respectively.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
D - OIL AND GAS ROYALTY INTERESTS
Oil and
gas royalty interests consist of:
|
|
June
30, 2019
|
|
|
December
31, 2018
|
|
|
|
(Unaudited)
|
|
|
|
|
Royalty
interests in 13 wells located in Kentucky, acquired in 2009, shut-in since 2014, and sold to Soligen Technologies, Inc. on
May 10, 2018 (1)
|
|
$
|
-
|
|
|
$
|
-
|
|
Royalty
interest in oil well located in Fentress County, Tennessee, acquired in September 2015 and shut-in since September 2015. (2)
|
|
|
-
|
|
|
|
-
|
|
Royalty
interest in oil well located in Cumberland County, Kentucky, acquired in September 2015 and shut-in since September 2015.
(3)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
-
|
|
|
$
|
-
|
|
|
(1)
|
Pursuant
to an Asset Purchase Agreement dated May 10, 2018, USNG KY was granted a royalty interest
resulting from the sale of these wells equal to 30% of the gross proceeds of production
from the 13 wells and 10% of the gross proceeds of production from any new drilled wells
on the sold leases up to a maximum of $140,000. From 2014 to the date of issuance of
these financial statements, there has been no production from these wells.
|
No
gain or loss has been recognized from the sale of these wells. No guaranteed royalty revenue was granted to the Company in the
sale, only a royalty interest dependent on future production. There was no remaining carrying value for these wells at the time
of the sale as the wells were fully impaired prior to the year ended December 31, 2017.
|
(2)
|
Represents
a 79.5% royalty interest up to $11,500 and a 15% royalty interest thereafter. From September
2015 to the date of issuance of these financial statements, there has been no
production from this well. Effective December 31, 2018, the Company recognized an impairment
loss of $7,500 and reduced the carrying cost of this asset from $7,500 to $0.
|
|
(3)
|
Represents
a 5% royalty interest. From September 2015 to the date of issuance of these financial
statements, there has been no production from this well. Effective December 31, 2018,
the Company recognized an impairment loss of $2,500 and reduced the carrying cost of
this asset from $2,500 to $0.
|
NOTE
E – OIL AND GAS OPERATING BONDS
The
Company is required to put up for bond either cash or a Surety bond for each well it elects to act as operator. The amount of
the bond is calculated based on the total depth of the well. In the event the Company were to abandon the wells, the Kentucky
Department of Natural Resources would claim the cash bond and use the funds for reclamation.
The
Company hopes to reclaim the cash bonds totaling $24,500 for the 13 wells sold in the Asset Purchase Agreement with Soligen Technologies,
Inc. when Soligen replaces the Company’s cash bonds by funding with its own bond, which has not yet occurred at the date
of issuance of these financial statements. Please
see
NOTE D - OIL AND GAS ROYALTY INTERESTS
for further information.
NOTE
F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES
The
Greater Cannabis Company, Inc.
Effective
March 10, 2017, in connection with a partial spin-off of The Greater Cannabis Company, Inc. (“GCAN”) from the Company,
the Company issued a total of 26,905,969 shares of GCAN common stock. 5,378,476 shares were issued to itself (representing 19.9%
of the issued and outstanding shares of GCAN common stock after the spin-off) and 21,527,493 shares were issued to the stockholders
of record of the Company on February 3, 2017 on the basis of one share of GCAN common stock for each 500 shares of the Company’s
common stock held (representing 80.1% of the issued and outstanding shares of GCAN common stock after the spin-off). The related
Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on August 31, 2017. The Financial
Industry Regulatory Authority (“FINRA”) cleared the quotation of GCAN common stock on July 10, 2018 under the symbol
“GCAN.”
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF SUBSIDIARIES (continued)
Generally
accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or
consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the
carrying value of GCAN’s net assets which was a deficit of $113,922 as of March 10, 2017, as follows:
ASSETS
|
|
$
|
-
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Notes
payable to Sylios
|
|
$
|
104,557
|
|
Accrued
interest on notes payable to Sylios
|
|
|
7,604
|
|
Loans
payable to related parties:
|
|
|
|
|
Due
to Chief Executive Officer of Sylios
|
|
|
1,477
|
|
Due
to two subsidiaries of Sylios
|
|
|
284
|
|
Total
liabilities
|
|
|
113,922
|
|
Net
Assets
|
|
$
|
(113,922
|
)
|
Operations
of GCAN for the period January 1, 2017 to March 10, 2017 (while GCAN was a wholly owned subsidiary of the Company) have been included
in the accompanying Consolidated Statement of Operations for the year ended December 31, 2017, as follows:
Revenues
|
|
$
|
-
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
Selling,
general and administrative
|
|
$
|
4,557
|
|
Interest
|
|
|
577
|
|
Total
expenses
|
|
|
5,134
|
|
Net
loss
|
|
$
|
(5,134
|
)
|
Since
GCAN had negative assets at the March 10, 2017 effective date of the spin-off, the Company recorded its 19.9% investment in GCAN
at $0.
At
June 30, 2019 and December 31, 2018, the Company held 628,476 (1.81% of the issued and outstanding common shares)
and 5,378,476 (16.87% of the issued and outstanding common shares) shares of common stock of GCAN, respectively. On January 9,
2019, the Company transferred 4,000,000 shares of GCAN common stock (fair value of $840,000) to Wayne Anderson to satisfy liabilities
of $544,000. Also, on January 9, 2019 the Company transferred 750,000 shares of GCAN common stock (fair value of $157,500) to
Valvasone Trust to satisfy liabilities of $116,100.
AMDAQ
Corp
On
September 1, 2017, AMDAQ Corp (“AMDAQ”) acquired AMDAQ, Ltd. (“Limited”), a corporation formed under the
Registrar of Companies for England and Wales in March 2016, in exchange for 15,000,000 shares of AMDAQ common stock (representing
approximately 46% of the 32,552,818 issued and outstanding shares of AMDAQ common stock after the transaction). As of the September
1, 2017 acquisition date. Limited had no assets and no liabilities. For the period from January 1, 2017 to September 1, 2017,
Limited had no revenues and expenses of $12,327. From September 1, 2017 to October 2, 2017, Limited had no revenues and no expenses.
Effective
October 2, 2017, in connection with a partial spin-off of AMDAQ from the Company, the Company issued a total of 17,552,626 shares
of AMDAQ common stock. 2,956,650 shares were issued to itself (representing 9.1% of the issued and outstanding shares of AMDAQ
common stock after the spin-off) and 14,595,976 shares were issued to the stockholders of record of the Company on September 15,
2017 on the basis of one share of AMDAQ common stock for each 750 shares of the Company’s common stock held (representing
44.8% of the issued and outstanding shares of AMDAQ common stock after the spin-off). AMDAQ plans to file a Registration Statement
on Form S-1 during the fourth quarter of 2019.
Generally
accepted accounting principles in the United States require that an entity’s distribution of shares of a wholly owned or
consolidated subsidiary to be recorded based on the carrying value of the subsidiary. The partial spin-off was recorded at the
carrying value of AMDAQ’s net assets which was a deficit of $21,319 as of October 2, 2017, as follows:
ASSETS
|
|
|
|
Loans
receivable from USNG KY
|
|
$
|
41,714
|
|
Total
assets
|
|
|
41,714
|
|
LIABILITIES
|
|
|
|
|
Loans
payable to Sylios:
|
|
$
|
63,033
|
|
Total
liabilities
|
|
|
63,033
|
|
Net
Assets
|
|
$
|
(21,319
|
)
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
F - INVESTMENTS IN AND ADVANCES TO SPUN-OFF FORMER SUBSIDIARIES (continued)
AMDAQ
had no revenues or expenses for the period January 1, 2017 to October 2, 2017 (while AMDAQ was a subsidiary of the Company).
Since
AMDAQ had negative assets at the October 2, 2017 effective date of the spin-off, the Company recorded its 9.1% investment in AMDAQ
at $0.
On
October 16, 2017, AMDAQ acquired 1,000,000 Ethereum compliant tokens from two business associates in exchange for 3,000,000 shares
of AMDAQ common stock.
At
June 30, 2019 and December 31, 2018, the Company held 2,956,650 (13.47% of the issued and outstanding common shares)
and 2,956,650 (7.69% of the issued and outstanding common shares) shares of common stock of AMDAQ, respectively. On January 7,
2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of common shares
of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner of AMDAQ,
Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued for the purchase
of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired.
NOTE
G – ACCRUED OFFICER AND DIRECTOR COMPENSATION
Accrued
officer and director compensation is due to Wayne Anderson, the sole officer and director of the Company, and consists of:
|
|
June
30, 2019
|
|
|
December
31, 2018
|
|
|
|
(Unaudited)
|
|
|
|
|
Pursuant
to April 1, 2015 Employment Agreement
|
|
$
|
6,964
|
|
|
$
|
561,835
|
|
Pursuant
to April 1, 2018 Employment Agreement
|
|
|
337,500
|
|
|
|
202,500
|
|
Pursuant
to January 5, 2011 Board of Directors Service Agreement
|
|
|
-
|
|
|
|
-
|
|
Pursuant
to January 2, 2018 Board of Directors Service Agreement
|
|
|
57,500
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
401,964
|
|
|
$
|
804,335
|
|
For
the year ended December 31, 2018 and the three and six months ended June 30, 2019, the balance of accrued officer
and director compensation changed as follows:
|
|
Pursuant
to
Employment
Agreements
|
|
|
Pursuant
to
Board of
Directors
Services
Agreements
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
|
|
506,393
|
|
|
|
70,000
|
|
|
|
576,393
|
|
Officer’s/director’s compensation for year ended
December 31, 2018
|
|
|
257,942
|
|
|
|
80,000
|
|
|
|
337,942
|
|
Issuance of 2,176,617 restricted shares
of common stock (with a fair value of $87,500 at a $70,000 agreed reduction of the liability) on December 31, 2018
|
|
|
-
|
|
|
|
(70,000
|
)
|
|
|
(70,000
|
)
|
Issuance of 995,025 restricted
shares of common stock (with a fair value of $40,000) on December 31, 2018
|
|
|
-
|
|
|
|
(40,000
|
)
|
|
|
(40,000
|
)
|
Balance, December 31, 2018
|
|
|
764,335
|
|
|
|
40,000
|
|
|
|
804,335
|
|
Officer’s/director’s compensation for three months
ended March 31, 2019
|
|
|
67,500
|
|
|
|
20,000
|
|
|
|
87,500
|
|
Transfer of 4,000,000
shares of The Greater Cannabis Company, Inc. (“GCAN”) common stock from the Company to the Company’s sole
officer and director
|
|
|
(544,000
|
)
|
|
|
-
|
|
|
|
(544,000
|
)
|
Balance March 31, 2019 (unaudited)
|
|
|
287,835
|
|
|
|
60,000
|
|
|
|
347,835
|
|
Officer’s/director’s compensation for three months
ended June 30, 2019
|
|
|
67,500
|
|
|
|
20,000
|
|
|
|
87,500
|
|
Cash payments to Officer/Director during the three months
ended June 30, 2019
|
|
|
(10,871
|
)
|
|
|
(12,500
|
)
|
|
|
(23,371
|
)
|
Issuance of 116,822 restricted
shares of common stock (with a fair value of $10,000) on April 10, 2019
|
|
|
-
|
|
|
|
(10,000
|
)
|
|
|
(10,000
|
)
|
Balance June 30, 2019 (unaudited)
|
|
$
|
344,464
|
|
|
$
|
57,500
|
|
|
$
|
401,964
|
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
H - NOTES PAYABLE, THIRD PARTIES
Notes
payable to third parties consist of:
|
|
June
30,
2019
|
|
|
December
31,
2018
|
|
|
|
(Unaudited)
|
|
|
|
|
Unsecured
Convertible Promissory Note payable to Armada Investment Fund, LLC (“Armada”), with interest at 8% payable at
maturity with principal (default interest rates ranging from 18% to 24%); convertible into shares of common stock at a variable
conversion price equal to 50% of the Market Price which is defined as the lowest Trading Price for the common stock during
the 20 trading day period prior to the Conversion Date:
|
|
|
|
|
|
|
|
|
Issue
date October 9, 2018, maturity date of October 9, 2019- net of unamortized debt discount of $8,302 and $23,178 at June
30, 2019 and December 31, 2018, respectively
|
|
|
21,698
|
|
|
|
6,822
|
|
Issue
date December 31, 2018, maturity date of December 31, 2019- net of unamortized debt discount of $16,636 and $33,000
at June 30, 2019 and December 31, 2018, respectively
|
|
|
16,364
|
|
|
|
-
|
|
Amended
and Restated Replacement Convertible Promissory Note, Issue date February 12, 2019, maturity date of February 12, 2019-
net of amounts converted into Sylios common stock and net of unamortized debt discount of $13,763 and $0 at June
30, 2019 and December 31, 2018, respectively
|
|
|
6,637
|
|
|
|
-
|
|
Issue
date February 18, 2019, maturity date of February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June
30, 2019 and December 31, 2018 respectively
|
|
|
4,177
|
|
|
|
-
|
|
Issue
date June 5, 2019, maturity date of June 5, 2020- net of unamortized debt discount of $15,370 and $0 at June 30, 2019, December
31, 2018, respectively
|
|
|
1,130
|
|
|
|
-
|
|
Subtotal
Armada
|
|
|
50,006
|
|
|
|
6,822
|
|
Unsecured
Convertible Promissory Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC (“Darling”),
all in technical default, with interest at 12% payable at maturity with principal (default interest rates ranging from 18%
to 22%); convertible into shares of common stock at a variable conversion price equal to 40% of the Market Price (20% for
the note due March 7, 2018), which is defined as the lowest Trading Price for the common stock during the 20 trading day period
prior to the Conversion Date.
|
|
|
|
|
|
|
|
|
Issue
date January 28, 2017, maturity date September 28, 2017, net of amounts converted into Sylios common stock
|
|
|
3,984
|
|
|
|
3,984
|
|
Issue
date February 1, 2017, maturity date November 30, 2017, net of amounts converted into Sylios common stock
|
|
|
4,742
|
|
|
|
4,742
|
|
Issue
date February 13, 2017, maturity date November 30, 2017
|
|
|
10,000
|
|
|
|
10,000
|
|
Issue
date March 7, 2017, maturity date March 7, 2018, - net of amounts converted into Sylios common stock
|
|
|
10,000
|
|
|
|
10,000
|
|
Issue
date January 9, 2019, maturity date January 9, 2020, -net of unamortized debt discount of $6,610 and $0 at June
30, 2019 and December 31, 2018, respectively
|
|
|
5,890
|
|
|
|
-
|
|
Subtotal
Darling
|
|
|
34,616
|
|
|
|
28,726
|
|
Unsecured
Convertible Promissory Notes payable to Tangiers Investment Group, LLC (“Tangiers”), all in technical default,
with interest ranging from 0% to 15% payable at maturity with principal (default interest rates ranging from 0% to 20%); except
for the March 16, 2016 Promissory Note, convertible into shares of common stock at a variable conversion price equal to 50%
of the Market Price (40% for the note due April 25, 2014), which is defined as the lowest Trading Price for the common stock
during the 20 trading day period prior to the Conversion Date.
|
|
|
|
|
|
|
|
|
Issue
date April 2, 2014, maturity date April 2, 2015, net of amounts converted into Sylios common stock
|
|
|
5,500
|
|
|
|
3,086
|
|
Issue
date April 28, 2014, maturity date April 28, 2015, net of amounts converted into Sylios common stock
|
|
|
521
|
|
|
|
521
|
|
Issue
date June 2, 2014, maturity date June 2, 2015, net of amounts converted into Sylios common stock
|
|
|
26,086
|
|
|
|
26,086
|
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
H - NOTES PAYABLE, THIRD PARTIES (continued)
Issue
date August 12, 2014, maturity date August 12, 2015
|
|
|
112,500
|
|
|
|
112,500
|
|
Issue
date July 3, 2014, maturity date July 3, 2015
|
|
|
50,000
|
|
|
|
50,000
|
|
Issue
date June 3, 2015, maturity date June 3, 2016
|
|
|
17,250
|
|
|
|
17,250
|
|
Issue
date March 16, 2016, maturity date June 14, 2016
|
|
|
17,500
|
|
|
|
17,500
|
|
Issue
date January 27, 2017, maturity date January 27, 2018
|
|
|
55,000
|
|
|
|
55,000
|
|
Subtotal
Tangiers
|
|
|
284,357
|
|
|
|
281,943
|
|
Unsecured
Convertible Promissory Notes payable to Bullfly Trading Company, Inc. (“Bullfly”), all in technical default until
assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares
of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
|
|
|
|
|
|
|
|
|
Issue
date June 1, 2016, maturity date December 1, 2016
|
|
|
-
|
|
|
|
4,000
|
|
Issue
date July 11, 2016, maturity date January 11, 2017
|
|
|
-
|
|
|
|
4,000
|
|
Subtotal
Bullfly
|
|
|
-
|
|
|
|
8,000
|
|
Unsecured
Convertible Promissory Notes payable to Mountain Properties, Inc. (“Mountain”), all in technical default until
assigned to Armada on February 12, 2019, with interest at 15% payable at maturity with principal, convertible into shares
of common stock at a conversion price equal to a 50% discount to the 5-day moving bid average:
|
|
|
|
|
|
|
|
|
Issue
date February 24, 2016, maturity date August 24, 2016
|
|
|
-
|
|
|
|
7,500
|
|
Subtotal
Mountain
|
|
|
-
|
|
|
|
7,500
|
|
Secured
Renewal Notes payable to SLMI Energy Holdings, LLC (“SLMI”), with interest at 3% payable on demand with principal,
secured by substantially all assets of the Company per UCC filing dated June 30, 2015:
|
|
|
|
|
|
|
|
|
Issue
date June 6, 2018 (renewing note dated September 4, 2009)
|
|
|
790,000
|
|
|
|
790,000
|
|
Issue
date June 6, 2018 (renewing note dated November 12, 2009)
|
|
|
120,000
|
|
|
|
120,000
|
|
Subtotal
SLMI
|
|
|
910,000
|
|
|
|
910,000
|
|
Secured
Note payable to MTEL Investment and Management (“MTEL”) in technical default, with interest of $50,000 payable
at maturity with principal:
|
|
|
|
|
|
|
|
|
Issue
date January 11, 2010, maturity date July 10, 2010
|
|
|
100,000
|
|
|
|
100,000
|
|
Subtotal
MTEL
|
|
|
100,000
|
|
|
|
100,000
|
|
Unsecured
Notes payable to Valvasone Trust (“Valvasone”), all in technical default until satisfied on January 9, 2019, with
interest at 3% payable at maturity with principal:
|
|
|
|
|
|
|
|
|
Issue
date October 7, 2013, maturity date January 31, 2014
|
|
|
-
|
|
|
|
10,000
|
|
Issue
date March 30, 2014, maturity date June 30, 2014
|
|
|
-
|
|
|
|
15,000
|
|
Issue
date January 11, 2016, maturity date March 31, 2016
|
|
|
-
|
|
|
|
22,000
|
|
Issue
date July 1, 2017, maturity date September 30, 2017
|
|
|
-
|
|
|
|
40,000
|
|
Subtotal
Valvasone
|
|
|
-
|
|
|
|
87,000
|
|
Unsecured
Note payable to Mt. Atlas Consulting (“Atlas”) in technical default, with interest at 20% payable at maturity
with principal:
|
|
|
|
|
|
|
|
|
Issue
date November 17, 2017, maturity date April 17, 2018
|
|
|
4,000
|
|
|
|
4,000
|
|
Subtotal
Atlas
|
|
|
4,000
|
|
|
|
4,000
|
|
Unsecured
Promissory Note payable to Jefferson Street Capital (“Jefferson”), with interest at 8% payable at maturity with
principal:
|
|
|
|
|
|
|
|
|
Issue
date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June
30, 2019 and December 31, 2018, respectively
|
|
|
4,177
|
|
|
|
-
|
|
Issue
date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December
31, 2018, respectively
|
|
|
2,343
|
|
|
|
-
|
|
Subtotal
Jefferson
|
|
|
6,520
|
|
|
|
|
|
Unsecured
Promissory Note payable to BHP Capital NY, Inc. (“BHP”), with interest at 8% payable at maturity with principal:
|
|
|
|
|
|
|
|
|
Issue
date February 18, 2019, maturity date February 18, 2020- net of unamortized debt discount of $7,373 and $0 at June
30, 2019 and December 31, 2018, respectively
|
|
|
4,177
|
|
|
|
-
|
|
Issue
date May 2, 2019, maturity date February 3, 2020- net of unamortized debt discount of $8,657 and $0 at June 30, 2019 and December
31, 2018, respectively
|
|
|
2,343
|
|
|
|
-
|
|
Subtotal
BHP
|
|
|
6,520
|
|
|
|
|
|
Unsecured
Promissory Note payable to Pacific Stock Transfer Company (“Pacific”) in technical default, with interest at 5%
payable at maturity with principal:
|
|
|
|
|
|
|
|
|
Issue
date August 11, 2017, maturity date November 11, 2017
|
|
|
3,250
|
|
|
|
6,250
|
|
Subtotal
Pacific
|
|
|
3,250
|
|
|
|
6,250
|
|
Total
|
|
$
|
1,396,855
|
|
|
$
|
1,440,242
|
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
H - NOTES PAYABLE, THIRD PARTIES (continued)
Concentration
of Debt Due Lenders:
|
|
SLMI
|
|
|
Tangiers
|
|
|
Other
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory
notes payable, net of discount
|
|
$
|
910,000
|
|
|
$
|
284,357
|
|
|
$
|
204,912
|
|
|
$
|
1,396,855
|
|
Accrued interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated
interest
|
|
|
292,934
|
|
|
|
91,111
|
|
|
|
79,946
|
|
|
|
463,991
|
|
Additional
default interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
accrued interest
|
|
|
292,934
|
|
|
|
91,111
|
|
|
|
79,946
|
|
|
|
463,991
|
|
Total
debt (Unaudited)
|
|
$
|
1,202,934
|
|
|
$
|
375,468
|
|
|
$
|
284,858
|
|
|
$
|
1,860,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory
notes payable, net of discount
|
|
$
|
910,000
|
|
|
$
|
281,943
|
|
|
$
|
248,299
|
|
|
$
|
1,440,242
|
|
Accrued interest:
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Stated
interest
|
|
|
279,284
|
|
|
|
79,145
|
|
|
|
80,985
|
|
|
|
439,414
|
|
Additional
default interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
accrued interest
|
|
|
279,284
|
|
|
|
79,145
|
|
|
|
80,985
|
|
|
|
439,414
|
|
Total
debt
|
|
$
|
1,189,284
|
|
|
$
|
361,088
|
|
|
$
|
329,284
|
|
|
$
|
1,879,656
|
|
Interest
expense consists of:
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Stated interest
|
|
$
|
18,945
|
|
|
$
|
19,856
|
|
|
$
|
40,320
|
|
|
$
|
39,693
|
|
Additional default interest
|
|
|
-
|
|
|
|
28,820
|
|
|
|
-
|
|
|
|
64,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
18,945
|
|
|
$
|
48,676
|
|
|
$
|
40,320
|
|
|
$
|
104,040
|
|
The
stated interest and additional default interest expense relates to the following lenders:
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
SLMI
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Stated Interest
|
|
|
6,825
|
|
|
|
7,140
|
|
|
|
13,650
|
|
|
|
13,650
|
|
Additional default
interest
|
|
|
-
|
|
|
|
12,267
|
|
|
|
-
|
|
|
|
30,667
|
|
Total SLMI
|
|
|
6,825
|
|
|
|
19,407
|
|
|
|
13,650
|
|
|
|
44,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangiers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated Interest
|
|
|
5,983
|
|
|
|
5,920
|
|
|
|
11,966
|
|
|
|
11,820
|
|
Additional default
interest
|
|
|
-
|
|
|
|
12,656
|
|
|
|
-
|
|
|
|
25,689
|
|
Total Tangiers
|
|
|
5,983
|
|
|
|
18,576
|
|
|
|
11,966
|
|
|
|
37,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other lenders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated Interest
|
|
|
6,029
|
|
|
|
6,796
|
|
|
|
14,704
|
|
|
|
14,223
|
|
Additional default
interest
|
|
|
-
|
|
|
|
3,897
|
|
|
|
-
|
|
|
|
7,991
|
|
Total others
|
|
|
6,029
|
|
|
|
10,693
|
|
|
|
14,704
|
|
|
|
22,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated Interest
|
|
|
18,945
|
|
|
|
19,856
|
|
|
|
40,320
|
|
|
|
39,693
|
|
Additional default
interest
|
|
|
-
|
|
|
|
28,820
|
|
|
|
-
|
|
|
|
64,347
|
|
Total all Lenders
|
|
$
|
18,945
|
|
|
$
|
48,676
|
|
|
$
|
40,320
|
|
|
$
|
104,040
|
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
H - NOTES PAYABLE, THIRD PARTIES (continued)
Income
from modification of convertible and non-convertible notes payable consists of:
|
|
Three Months Ended
|
|
|
Six
Months Ended
|
|
|
|
June
30, 2019
|
|
|
June
30, 2018
|
|
|
June
30, 2019
|
|
|
June
30, 2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Waiver
of prior and future additional default interest pursuant to debt modifications with SLMI Energy Holdings, LLC on June 8, 2018
(1)
|
|
$
|
-
|
|
|
$
|
343,540
|
|
|
$
|
-
|
|
|
$
|
343,540
|
|
Waiver
of prior and future additional default interest pursuant to debt modifications with Darling Capital, LLC on December 6, 2018
(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Waiver
of prior and future additional default interest pursuant to debt modifications with Tangiers Investment Group, LLC on December
18, 2018 (2)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
-
|
|
|
$
|
343,540
|
|
|
$
|
-
|
|
|
$
|
343,540
|
|
(1)
The debt modifications with SLMI Energy Holdings, LLC (“SLMI”) provide that in the event that the Company does not
make a payment to SMLI within 30 days written notice of demand by SLMI, all unpaid interest accruing since September 4, 2009 (in
the case of the original September 4, 2009 Note) and accruing since November 12, 2009 (in the case of the original November 12,
2009 Note) shall accrue at a 18% default interest rate rather than the 3% stated interest rate in the Renewal Notes. If that had
occurred on December 31, 2018, the additional default interest accruable would have been approximately $1,200,000. As of the date
of the issuance of these financial statements, SLMI has not provided the Company any notice of demand for payment and accordingly,
the Company is not in default of these obligations.
(2)
As of the date of the issuance of these financial statements, waivers of the additional default interest for both Darling
and Tangiers obligations remain in effect. However, the Company is still in technical default for the principal and stated interest
of these significantly past-due convertible promissory notes.
Gain
on settlement of convertible notes payable consists of:
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30, 2019
|
|
|
June 30, 2018
|
|
|
June 30, 2019
|
|
|
June 30, 2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Company payment of $15,000 on October 5, 2018 in full and final settlement of $130,298 debt and $83,100 accrued interest due Beaufort Capital Partners, LLC
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Convertible
Note Conversions:
During
the six months ended June 30, 2019, the Company issued the following shares of common stock upon the conversions
of portions of the Convertible Notes:
|
|
Principal
|
|
|
Interest
|
|
|
Total
|
|
|
Conversion
|
|
|
Shares
|
|
|
|
Date
|
|
Conversion
|
|
|
Conversion
|
|
|
Conversion
|
|
|
Price
|
|
|
Issued
|
|
|
Issued
to
|
2/7/2019
|
|
$
|
—
|
|
|
$
|
642
|
|
|
$
|
642
|
|
|
$
|
0.00108
|
|
|
|
594,066
|
|
|
Darling
|
2/20/2019
|
|
|
1,100
|
|
|
|
—
|
|
|
|
1,100
|
|
|
|
0.00205
|
|
|
|
536,585
|
|
|
Armada
|
|
|
$
|
1,100
|
|
|
$
|
642
|
|
|
$
|
1,742
|
|
|
|
|
|
|
|
1,130,651
|
|
|
|
Loss
on conversions of notes payable consists of:
|
|
Three
Months Ended
|
|
|
Six
Months
|
|
|
|
June
30, 2019
|
|
|
June
30, 2018
|
|
|
June
30, 2019
|
|
|
June
30, 2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Armada
convertible notes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(
52,599
|
)
|
|
$
|
-
|
|
Beaufort
convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Darling
convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
(59,418
|
)
|
|
|
-
|
|
Tangiers
convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other
convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(111,977
|
)
|
|
$
|
-
|
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
I - NOTES PAYABLE, RELATED PARTIES
Notes
payable to related parties consist of:
|
|
June
30, 2019
|
|
|
December
31, 2018
|
|
|
|
(Unaudited)
|
|
|
|
|
Secured
Promissory Note dated October 6, 2018 payable to Wayne Anderson, CEO of the Company, interest at 3%, due October 6, 2019
|
|
$
|
70,000
|
|
|
$
|
70,000
|
|
Unsecured
Promissory Note dated September 15, 2017, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson),
interest at 3%, due September 15, 2018
|
|
|
78,000
|
|
|
|
78,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
148,000
|
|
|
$
|
148,000
|
|
The
Secured Promissory Note dated October 6, 2018 payable to Wayne Anderson (originally in the amount of $75,000) is secured by a
Deed to Secure Debt, Assignment of Rents and Security Agreement relating to the property located in Macon, Georgia (Please
see
NOTE C – PROPERTY AND EQUIPMENT
for further information). The Note provides for the Company to make a first payment
of $15,000 within 90 days of an effective reverse stock split. As of the date of issuance of these Financial statements, except
for a $5,000 payment made by the Company to Mr. Anderson on November 12, 2018, the Company has not made any payment against the
Note.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
J - DERIVATIVE LIABILITY
The
derivative liability at June 30, 2019 and December 31, 2018 consisted of:
|
|
June
30,
2019
|
|
|
December
31, 2018
|
|
|
|
(Unaudited)
|
|
|
|
|
Convertible
Promissory Notes payable to Armada Investment Fund, LLC. Please see
NOTE H – NOTES PAYABLE, THIRD PARTIES
for further information
|
|
$
|
346,238
|
|
|
$
|
1,076,786
|
|
Convertible Promissory
Notes payable to Darling Capital, LLC and its affiliate Darling Investments, LLC. Please see
NOTE H – NOTES PAYABLE,
THIRD PARTIES
for further information
|
|
|
221,815
|
|
|
|
2,248,272
|
|
Convertible Promissory
Notes payable to Tangiers Investment Group, LLC. Please see
NOTE H – NOTES PAYABLE, THIRD PARTIES
for
further information
|
|
|
535,277
|
|
|
|
5,354,400
|
|
Convertible Promissory
Notes payable to Bullfly Trading Company, Inc. Please see
NOTE H – NOTES PAYABLE, THIRD PARTIES
for further
information
|
|
|
-
|
|
|
|
1,960
|
|
Convertible Promissory
Note dated February 24, 2016 payable to Mountain Properties, Inc. Please see
NOTE H – NOTES PAYABLE, THIRD PARTIES
for further information
|
|
|
-
|
|
|
|
1,838
|
|
Convertible Promissory
Note payable to Jefferson Street Capital, LLC. Please see
NOTE H – NOTES PAYABLE, THIRD PARTIES
for further
information
|
|
|
35,466
|
|
|
|
-
|
|
Convertible
Promissory Note payable to BHP Capital NY, Inc. Please see
NOTE H – NOTES PAYABLE, THIRD PARTIES
for further
information
|
|
|
35,466
|
|
|
|
-
|
|
Total derivative
liability
|
|
$
|
1,174,262
|
|
|
$
|
8,683,257
|
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
J - DERIVATIVE LIABILITY (continued)
The
Convertible Promissory Notes (the “Notes”) contain a variable conversion feature based on the future trading price
of the Company’s common stock. Therefore, the number of shares of common stock issuable upon conversion of the Notes is
indeterminate. Accordingly, we have recorded the fair value of the embedded conversion features as a derivative liability at the
respective issuance dates of the notes and charged the applicable amounts to debt discounts (limited to the face value of the
respective notes) and the remainder to other expenses. The increase (decrease) in the fair value of the derivative liability from
the respective issue dates of the notes to the measurement dates is charged (credited) to other expense (income).
The
fair value of the derivative liability was measured at the respective issuance dates and at June 30, 2019 and December
31, 2018 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of
the Notes at June 30, 2019 were (1) stock price of $0.02 per share, (2) conversion prices ranging from $0.00205 to $0.01
per share, (3) terms ranging from 6 months to 324 days, (4) expected volatility of 1225%, and (5) risk free interest rates ranging
from 1.93% to 2.06%. Assumptions used for the calculation of the derivative liability of the Notes at December 31, 2018
were (1) stock price of $0.0402 per share, (2) conversion prices ranging from $0.0008 to $0.164 per share, (3) terms ranging from
6 months to 12 months, (4) expected volatility of 1080%, and (5) risk free interest rates ranging from 2.56% to 2.63%.
Derivative
liability income (expense) consists of:
|
|
Three
Months Ended
|
|
|
Six Months
ended
|
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
June 30,
2019
|
|
|
June 30,
2018
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Beaufort convertible notes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(82,945
|
)
|
Armada convertible notes
|
|
|
(8,571
|
)
|
|
|
-
|
|
|
|
778,598
|
|
|
|
-
|
|
Darling convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
2,038,957
|
|
|
|
43,804
|
|
Tangiers convertible notes
|
|
|
-
|
|
|
|
-
|
|
|
|
4,819,124
|
|
|
|
(71,717
|
)
|
Other convertible notes
|
|
|
(19,932
|
)
|
|
|
-
|
|
|
|
(26,033
|
)
|
|
|
11,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(28,503
|
)
|
|
$
|
-
|
|
|
$
|
7,610,646
|
|
|
$
|
(98,938
|
)
|
NOTE
K – ASSET RETIREMENT OBLIGATIONS
The
Company’s asset retirement obligations relate to future plugging and abandonment costs relating to the 13 oil and gas wells
located in Kentucky, which were sold to Soligen Technologies, Inc. (“Soligen”) on May 10, 2018 (Please
see
NOTE D -OIL AND GAS ROYALTY INTERESTS
for further information). The $64,500 liability was estimated by management at December
31, 2018 based upon a number of factors including the depth of the wells and the regional reclamation, plugging and abandonment
costs. No change in the estimate of $64,500 has been recognized from December 31, 2016 to June 30, 2019.
If
and when Soligen replaces our operating bond on deposit with the Kentucky Department of Natural Resources, Soligen will then become
responsible for the asset retirement obligations relating to the 13 wells and we will writeoff the then balance of the asset retirement
obligations liability.
NOTE
L - CAPITAL STOCK
Preferred
Stock
On
September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series
A Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions
hereof, in respect of the Series A Preferred Stock shall be as hereinafter described. The holders of Series A Preferred Stock
shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series of Preferred Stock
while Series A Preferred shares are outstanding.
The
holders of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the Shareholders of the Company
and shall have such number of votes equal to the number of shares of Series A Preferred Stock held on a one per one share basis.
Upon the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of
any Series A Preferred Stock shall be entitled to convert such shares in to fully paid and non-assessable shares of common stock
at the rate of 7.8 shares of common stock for each share of Series A Preferred Stock only if the Company has failed to satisfy
all financial obligations by the designated time inclusive of the cure period. The Board of Directors of the Company, pursuant
to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series A Preferred Stock
(the “Series A Preferred Stock”) with a stated value of $0.001 per share. The number of authorized shares constituting
the Series A Preferred Stock was Three Million (3,000,000) shares. At June 30, 2019 and December 31, 2018, there
are 1,000,000 and 1,000,000 shares issued and outstanding, respectively.
On
September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series
B Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions
hereof, in respect of the Series B Preferred Stock shall be as hereinafter described. The holders of Series B Preferred Stock
shall not be entitled to receive dividends. The holders of Series B Preferred Stock shall not be entitled to vote on any matters
submitted to a vote of the Shareholders of the Company. Upon the availability of a sufficient number of authorized but unissued
and unreserved shares of common stock, the holders of Series B Preferred Stock may at their election convert such shares in to
fully paid and non-assessable shares of common stock at the rate of ten shares of common stock for each share of series B Preferred
Stock. The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series
of preferred stock designated as Series B Preferred Stock (the “Series B Preferred Stock”) with a stated value of
$0.001 per share. The number of authorized shares constituting the Series B Preferred Stock was Three Hundred Thousand (300,000)
shares. At June 30, 2019 and December 31, 2018 there are 0 and 0 shares issued and outstanding, respectively.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
L - CAPITAL STOCK (continued)
On
April 14, 2011, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series
C Preferred Stock”. The designations, powers, preferences and rights, and the qualifications, limitations or restrictions
hereof, in respect of the Series C Preferred Stock shall be as hereinafter described. The holders of Series C Preferred Stock
shall not be entitled to receive dividends nor shall dividends be paid on common stock or any other Series Preferred Stock while
Series C Preferred shares are outstanding. The holders of Series C Preferred Stock shall be entitled to vote on all matters submitted
to a vote of the Shareholders of the Company and shall have such number of votes equal to the number of shares of Series C Preferred
Stock held on a forty votes per one share basis. Upon the availability of a sufficient number of authorized but unissued and unreserved
shares of common stock, the holders of Series C Preferred Stock may at their election convert such shares in to fully paid and
non-assessable shares of common stock at the rate of forty shares of common stock for each share of series C Preferred Stock.
The Board of directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred
stock designated as Series C Preferred Stock (the “Series C Preferred Stock”) with a stated value of $0.001 per share.
The number of authorized shares constituting the Series C Preferred Stock was One Million (1,000,000) shares. At June 30,
2019 and December 31, 2018, there are 0 and 0 shares issued and outstanding, respectively
On
November 14, 2017, the Company’s Board of Directors unanimously approved the designation of a series of preferred stock
to be known as “Series D Preferred Stock” with a stated value of $0.001 per share. The designations, powers, preferences
and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series D Preferred Stock shall be as
hereinafter described. The holders of Series D Preferred Stock shall not be entitled to receive dividends.
The
holders of Series D Preferred Stock shall not be entitled to vote on any matters submitted to a vote of the Shareholders of the
Company. If at least one share of Series D Preferred Stock is issued and outstanding, then the total aggregate issued shares of
Series D Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of:
i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number
of shares of Series A, plus Series B, plus Series C Preferred Stocks which are issued and outstanding at the time of voting. Upon
the availability of a sufficient number of authorized but unissued and unreserved shares of common stock, the holders of Series
D Preferred Stock may at their election convert such shares in to fully paid and non-assessable shares of common stock upon the
following formula:
Calculation-
Each individual share of Series D Preferred Stock shall be convertible into the number of shares of Common Stock equal to:
[5000]
divided
by:
[.80
times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the
Notice of Conversion remitted to the Company by the Series D Preferred stockholder]
The
number of authorized shares constituting the Series D Preferred Stock was Five Hundred Thousand (500,000) shares. At June 30,
2019 and December 31, 2018, there are 100 and 100 shares issued and outstanding, respectively.
Common
Stock
Holders
of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders
of common stock do not have cumulative voting rights. A vote by the holders of a majority of the Company’s outstanding voting
shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s
articles of incorporation.
Holders
of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares
from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder
to participate pro rata in all assets that remain after payment of liabilities and after
providing
for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive
rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
L - CAPITAL STOCK (continued)
In
April 2018, the Board of Directors approved a 1:4000 reverse stock split. On December 7, 2018, the Company filed a new Issuer
Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”) for the Company’s
approved 1:4000 reverse stock split. On December 27, 2018, the Company was notified by FINRA that it had sufficient information
to pass on the corporate action. The Company’s common stock began trading on a post-split basis beginning on December 28,
2018 (the “Effective date”). The trading symbol for the Company’s common stock was changed to “UNGSD”
for the first twenty business days including the effective date, thereafter the trading symbol reverted back to “UNGS.”
Common
Stock and Preferred Stock Issuances
For
the six months ended June 30, 2019 and fiscal years ended December 31, 2018 and December 31, 2017, the Company issued
and/or sold the following unregistered securities:
2019
On
January 4, 2019, the Company issued 37,500 shares of its common stock (with a fair value of $14,959) in satisfaction of $15,000
in accounts payable due a consultant.
On
January 7, 2019, the prior owner of AMDAQ, Ltd and the prior owners of the AMDAQ tokens agreed to a reduction in the number of
common shares of AMDAQ Corp that they would retain. Of the 15,000,000 shares of AMDAQ Corp common stock issued to the prior owner
of AMDAQ, Ltd, 7,500,000 were returned to AMDAQ Corp to be retired. Of the 3,000,000 shares of AMDAQ Corp common stock issued
for the purchase of the AMDAQ tokens, 1,500,000 were returned to AMDAQ Corp to be retired.
On
February 7, 2019, the Company issued 594,066 shares of its common stock to a convertible noteholder in satisfaction of $642 accrued
interest. The $59,418 excess of the $60,060 fair value of the 594,066 shares over the $642 liability reduction was charged to
loss on conversion of debt in the three months ended March 31, 2019.
On February 14, 2019, the Company issued 3,000,000 shares of its common stock to Valvasone Trust as payment for services rendered
on behalf of the Company. The $300,000 fair value of the 3,000,000 shares was charged to professional fees in the three months
ended March 31, 2019.
On
February 14, 2019, the Company issued 1,500,000 shares of its common stock to a Valvasone Trust affiliate as payment for services
rendered on behalf of the Company. The $150,000 fair value of the 1,500,000 shares was charged to professional fees in the three
months ended March 31, 2019.
On
February 20, 2019, the Company issued 536,585 shares of its common stock to a convertible noteholder in satisfaction of $1,100
notes payable. The $52,559 excess of the $53,659 fair value of the 536,585 shares over the $1,100 liability reduction was charged
to loss on conversion of debt in the three months ended March 31, 2019.
On
April 17, 2019, the Company issued 116,822 shares of its common stock to Wayne Anderson, the Company’s chief executive officer
and sole officer and director of the Company, in satisfaction of $10,000 director’s stock-based compensation for the first
quarter of calendar year 2019.
2018
In
December 2018, the Company issued 995,025 shares of its common stock (with a fair value of $40,000) to Wayne Anderson, the Company’s
chief executive officer and sole officer and director of the Company, in satisfaction of $40,000 accrued director’s compensation
for the calendar year 2018.
In
December 2018, the Company issued 2,176,617 shares of its common stock (with a fair value of $70,000) to Wayne Anderson in satisfaction
of $70,000 accrued director’s compensation for the calendar years 2011-2017.
2017
In
January 2017, the Company issued 21,875 shares of common stock to Wayne Anderson in satisfaction of $7,000 accrued officer compensation.
The $10,500 excess of the $17,500 fair value of the 21,875 shares over the $7,000 liability reduction was charged to officer and
director compensation expense.
In
January 2017, the Company issued 75,000 shares of common stock to Valvasone Trust, the Company’s external financial advisor,
in satisfaction of $15,000 notes payable. The $45,000 excess of the $60,000 fair value of the 75,000 shares over the $15,000 liability
reduction was charged to professional fees expense. In addition, Valvasone Trust was issued $40,000 notes payable on July 1, 2017
for services performed by John DellaDonna, CPA (trustee of Valvasone Trust) as the Company’s external financial advisor.
Accordingly, the professional fees incurred to Valvasone Trust and charged in the consolidated financial statement of operations
for the year ended December 31, 2017 aggregated $85,000.
In
January 2017, the Company issued 41,667 shares of common stock to a convertible noteholder in satisfaction of $10,000 notes payable.
The $6,667 excess of the $16,667 fair value of the 41,667 shares over the $10,000 liability reduction was charged to loss on conversion
of debt.
In
January 2017, the Company issued 173,937 shares of common stock to a convertible noteholder in satisfaction of $2,414 notes payable
and $11,618 accrued interest. The $125,118 excess of the $139,150 fair value of the 173,937 shares over the $14,032 liability
reduction was charged to loss on conversion of debt.
In
January 2017, the Company issued 113,220 shares of common stock to a convertible noteholder in satisfaction of $9,058 notes payable.
The $36,230 excess of the $45,288 fair value of the 113,220 shares over the $9,058 liability reduction was charged to loss on
conversion of debt.
In
January 2017, the Company issued 52,188 shares of common stock a convertible noteholder in satisfaction of $12,525 notes payable.
The $29,225 excess of the $41,750 fair value of the 52,118 shares over the $12,525 liability reduction was charged to loss on
conversion of debt.
In
January 2017, the Company issued 114,583 shares of common stock to a convertible noteholder in satisfaction of $27,500 notes payable.
The $64,167 excess of the $91,667 fair value of the 114,583 shares over the $27,500 liability reduction was charged to loss on
conversion of debt.
In
January 2017, the Company issued 140,438 shares of common stock to a convertible noteholder in satisfaction of $10,000 notes payable
and $1,235 accrued interest. The $101,115 excess of the $112,350 fair value of the 140,933 shares over the $11,235 liability reduction
was charged to loss on conversion of debt.
In
February 2017, the Company issued 70,813 shares of common stock to a convertible noteholder in satisfaction of $4,458 notes payable
and $1,207 accrued interest. The $22,660 excess of the $28,325 fair value of the 70,813 shares over the $5,665 liability reduction
was charged to loss on conversion of debt.
The
number of common shares authorized with a par value of $0.001 per share at June 30, 2019 and December 31, 2018is
750,000,000 and 750,000,000, respectively. At June 30, 2019 and December 31, 2019, there are 11,577,773 and
5,909,113 shares of common stock issued and outstanding, respectively.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
L - CAPITAL STOCK (continued)
Preferred
Stock
On
December 31, 2017, the Company issued to Wayne Anderson 100 shares of the Company’s newly designated Series D Preferred
Stock in satisfaction of $500,000 accrued officer’s compensation.
Warrants
and options
A
summary of warrants and options activity follows:
|
|
Shares
Equivalent
|
|
|
|
Options
|
|
|
Warrants
|
|
|
Total
|
|
Balance,
January 1, 2017
|
|
|
25,000
|
|
|
|
-
|
|
|
|
25,000
|
|
Granted in
year ended December 31, 2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Balance
December 31, 2017
|
|
|
25,000
|
|
|
|
-
|
|
|
|
25,000
|
|
Options (exercisable at $0.40 per share)
granted to Wayne Anderson in connection with April 1, 2018 Employment Agreement
|
|
|
25,000
|
|
|
|
-
|
|
|
|
25,000
|
|
Warrants (exercisable at $0.40 per share)
issued to Armada Investment Fund, LLC in connection with sale of $30,000 Promissory Note on October 9, 2018
|
|
|
-
|
|
|
|
62,500
|
|
|
|
62,500
|
|
Warrants (exercisable
at $0.40 per share) issued to Armada Investment Fund, LLC in connection with sale of $33,000 Promissory Note on December 31,
2018
|
|
|
-
|
|
|
|
82,500
|
|
|
|
82,500
|
|
Balance,
December 31, 2018
|
|
|
50,000
|
|
|
|
145,000
|
|
|
|
195,000
|
|
Warrants (exercisable at $0.025 per
share) issued to Darling Capital, LLC in connection with sale of $12,500 Promissory Note dated January 9, 2019
|
|
|
-
|
|
|
|
3,000,000
|
|
|
|
3,000,000
|
|
Warrants (exercisable at $.10 per
share) issued to Armada Investment Fund, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019
|
|
|
-
|
|
|
|
26,250
|
|
|
|
26,250
|
|
Warrants (exercisable at $.10 per
share) issued to Jefferson Street Capital, LLC in connection with sale of $11,550 Promissory Note dated February 20, 2019
|
|
|
-
|
|
|
|
26,250
|
|
|
|
26,250
|
|
Warrants (exercisable at $.10
per share) issued to BHP Capital NY Inc. in connection with sale of $11,550 Promissory Note dated February 20, 2019
|
|
|
-
|
|
|
|
26,250
|
|
|
|
26,250
|
|
Warrants (exercisable at $.10
per share) issued to BHP Capital NY Inc. in connection with sale of $11,000 Promissory Note dated May 2, 2019
|
|
|
-
|
|
|
|
50,000
|
|
|
|
50,000
|
|
Warrants (exercisable at $.10
per share) issued to Jefferson Street Capital, LLC in connection with sale of $11,000 Promissory Note dated May 2, 2019
|
|
|
-
|
|
|
|
50,000
|
|
|
|
50,000
|
|
Warrants
(exercisable at $.075 per share) issued to Armada Investment Fund, LLC in connection with sale of $16,500 Promissory Note
dated June 5, 2019
|
|
|
-
|
|
|
|
220,000
|
|
|
|
220,000
|
|
Balance,
June 30, 2019
|
|
|
50,000
|
|
|
|
3,543,750
|
|
|
|
3,593,750
|
|
As
of June 30, 2019, the Company has eleven warrants and options issued and outstanding granting the holders the right
to purchase up to a total of 3,593,750 shares of its common stock.
The
following table summarizes information about warrants outstanding as of June 30, 2019:
Number
Outstanding
|
|
|
|
|
|
|
At
June 30, 2019
|
|
|
Exercise
Price
|
|
|
Expiration
Date
|
|
|
|
|
|
|
|
|
25,000
|
|
|
$
|
0.80
|
|
|
April 1, 2020
|
|
25,000
|
|
|
$
|
0.40
|
|
|
April 1, 2023
|
|
62,500
|
|
|
$
|
0.40
|
|
|
October 9, 2023
|
|
82,500
|
|
|
$
|
0.40
|
|
|
December 31, 2023
|
|
3,000,000
|
|
|
$
|
0.025
|
|
|
January 9, 2024
|
|
78,750
|
|
|
$
|
0.10
|
|
|
February 20, 2024
|
|
100,000
|
|
|
$
|
0.10
|
|
|
May 2, 2024
|
|
220,000
|
|
|
|
0.075
|
|
|
June 5, 2024
|
|
3,593,750
|
|
|
|
|
|
|
|
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
M - INCOME TAXES
The
provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income
tax rate for the periods presented to income (loss) before income taxes. The income tax rate was 21% for the three and
six months ended June 30, 2019 and 2018. The sources of the difference are as follows:
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
|
June
30, 2019
|
|
|
June
30, 2018
|
|
|
June
30, 2019
|
|
|
June
30, 2018
|
|
|
|
(Unaudited)
|
|
|
Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Expected
tax
|
|
$
|
(39,832
|
)
|
|
$
|
42,956
|
|
|
$
|
1,319,585
|
|
|
$
|
(8,175
|
)
|
Non-deductible stock-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
165,354
|
|
|
|
-
|
|
Non-deductible loss
on conversion of notes payable and accrued interest
|
|
|
-
|
|
|
|
-
|
|
|
|
23,515
|
|
|
|
-
|
|
Non-deductible loss
(nontaxable income) from derivative liability
|
|
|
5,986
|
|
|
|
-
|
|
|
|
(1,598,236
|
)
|
|
|
20,777
|
|
Non-deductible amortization
of debt discounts
|
|
|
8,056
|
|
|
|
-
|
|
|
|
13,275
|
|
|
|
1,234
|
|
Increase
(decrease) in Valuation allowance
|
|
|
25,790
|
|
|
|
(42,956
|
)
|
|
|
76,507
|
|
|
|
(13,836
|
)
|
Provision
for (benefit from) income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
All
tax years remain subject to examination by the Internal Revenue Service.
Significant
components of the Company’s deferred income tax are as follows:
|
|
June
30, 2019
|
|
|
December
31, 2018
|
|
|
|
(Unaudited)
|
|
|
|
|
Unpaid
accrued officer and director compensation
|
|
$
|
84,412
|
|
|
$
|
168,910
|
|
Net
operating loss carry-forwards
|
|
|
2,223,349
|
|
|
|
2,062,344
|
|
Valuation
allowance
|
|
|
(2,307,761
|
)
|
|
|
(2,231,254
|
)
|
Net
non-current deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
Based
on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax
asset of $2,231,254 attributable to the future utilization of the $804,335 timing difference relating to unpaid officer and director
compensation and the $9,820,686 net operating loss carryforward as of December 31, 2018 will be realized. Accordingly, the Company
has provided a 100% allowance against the deferred tax asset in the financial statements at December 31, 2018. The Company will
continue to review this valuation allowance and make adjustments as appropriate. $10,072,705 of the net operating loss carryforward
expires in varying amounts from year 2026 to year 2037.
Current
tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership
occurs. Therefore, the amount available to offset future taxable income may be limited.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
N - COMMITMENTS AND CONTINGENCIES
Occupancy
On
August 21, 2018, the Company entered into a lease to rent office space located at 501 1st Ave N, Suite 901, St. Petersburg, FL
33701. The lease is for a term of one year and has a monthly rental rate of $470. The Company’s future rental obligation
at June 30, 2019 and December 31, 2018 is $940 and $3,760, respectively.
Employment
and Director Agreements
On
April 1, 2018, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer,
and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term
of three (3) years, commencing on April 1, 2018 and terminating on March 31, 2021, unless earlier terminated as provided in the
Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share.
The agreement provides for Mr. Anderson to receive an annual compensation of $270,000 for each of the three years of the Agreement.
Please
see
NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION
for further information.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
N - COMMITMENTS AND CONTINGENCIES (continued)
On
January 2, 2018, the Company executed a new Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement,
commencing January 2, 2018 the Company is to pay Mr. Anderson $10,000 per quarter for which Mr. Anderson serves on the Board of
Directors. In addition to cash compensation, the Company is to issue Mr. Anderson the equivalent of $10,000 of the Company’s
common stock on the last calendar day of each quarter. The calculation for the number of shares to be issued to Mr. Anderson shall
be as follows: $10,000/(Closing stock price on the last trading day of each quarter x .80). Please
see
NOTE G –
ACCRUED OFFICER AND DIRECTOR COMPENSATION
for further information.
On
April 1, 2015, the Company executed an employment agreement with Wayne Anderson to serve in the role as President, Treasurer,
and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term
of three (3) years, commencing on April 1, 2015, and terminating on March 31, 2018, unless earlier terminated as provided in the
Agreement. The Agreement included options to Mr. Anderson to purchase 25,000 shares of common stock at a price of $0.40 per share.
Mr. Anderson was accrued an annual compensation of $221,767 for each of the three years of the Agreement.
On
January 5, 2011, the Company executed a Board of Directors Service Agreement with Wayne Anderson. Under the terms of the Agreement,
commencing January 5, 2011 the Company was to pay Mr. Anderson the equivalent of $2,500 per quarter in common stock for which
Mr. Anderson served on the Board of Directors. For the years ended December 31, 2011 to December 31, 2017, the Company expensed
$10,000 per year, which was satisfied through the issuance of the Company’s common stock on December 31, 2018. Please
see
NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION
for further information.
Legal
From
time to time, the Company is subject to litigation from service providers and others. As of June 30, 2019 and December
31, 2018, there are two outstanding judgments against the Company totaling $6,658 and $6,658, respectively (which is included
in accounts payable). As of June 30, 2019 and December 31, 2018 and at the date of issuance of these financial statements,
there is no outstanding litigation against the Company.
SYLIOS
CORP
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
For
the three and six months ended June 30, 2019 and 2018 (Unaudited)
NOTE
O - GOING CONCERN UNCERTAINITY
Under
ASC 205-40, we have the responsibility to evaluate whether conditions and/or events raise substantial doubt about our ability
to meet our future financial obligations as they become due within one year after the date that the financial statements are issued.
As required by this standard, our evaluation shall initially not take into consideration the potential mitigating effects of our
plans that have not been fully implemented as of the date the financial statements are issued.
In
performing the first step of this assessment, we concluded that the following conditions raise substantial doubt about our ability
to meet our financial obligations as they become due. We have a history of net losses: As of June 30, 2019, we had an accumulated
deficit of $14,188,861. For the six months ended June 30, 2019, we used cash from operating activities of
$105,115. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient
cash inflows to finance our operations and debt service requirements.
In
performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above
alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that
the financial statements are issued. Our future plans include securing additional funding sources that may include establishing
corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public
or private equity securities, including selling common stock through an at-the-market facility (ATM).
There
is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds
will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow
from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations
and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds,
if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s
existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern
through August 2020.
The
accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from our failure to continue as a going concern.
NOTE
P - SUBSEQUENT EVENTS
On
July 2, 2019, the Company executed a Convertible Note (the “Convertible Note”) payable to Armada Investment Fund,
LLC (“ARMADA”) in the principal amount of $16,500 in exchange for $15,000 cash. The Convertible Note is convertible,
in whole or in part, at any time and from time to time before maturity (June 5, 2020) at the option of the holder. The conversion
price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market
Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“Conversion Price”).
Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading
Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security
as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. The Convertible Note is due on June 5,
2020 and bears interest at 8% annually. As part of the transaction, ARMADA was also issued a warrant granting the holder the right
to purchase up to 220,000 shares of the Company’s common stock at an exercise price of $0.075 for a term of 5-years.
On
July 22, 2019, the Company elected to form a new operating subsidiary to manage the Company’s development of its commercial
property located in Macon, GA. The Board of Directors approved the formation of a new subsidiary named 1720 RCMG, LLC. The Company
filed Articles of Organization with the State of Florida Division of Corporations on the same date. The new entity will become
a wholly owned subsidiary of the Company.
On
July 25, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with each of Armada Investment
Fund, LLC, BHP Capital NY Inc. and Fourth Man, LLC (collectively, the “Investors”) wherein the Company issued each
of the Investors a Convertible Promissory Note (the “Notes”) in the amount of $15,400 for a total of $46,200. The
Notes have a term of one (1) year and are due on July 29, 2020 and bear interest at 8% annually. The Convertible Note is convertible,
in whole or in part, at any time and from time to time before maturity (July 29, 2020) at the option of the holder. The conversion
price for the principal and interest in connection with voluntary conversions by the Holder shall be 60% multiplied by the Market
Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“Conversion Price”).
Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading
Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security
as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB. As part and parcel of the foregoing transactions,
each of the Investors was issued a warrant granting the holder the right to purchase up to 256,667 shares of the Company’s
common stock at an exercise price of $0.08 for a term of 5-years. The transactions closed on July 29, 2019.
NOTE
Q – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Our
Amendment No. 2 to Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2019 (and declared
effective by the SEC on July 8, 2019)(the “S-1/A-2”) contained consolidated statements of operations and cash flows
of the Company for the three months ended March 31, 2018. In the preparation of the accompanying Form 10-Q for the quarterly period
ended June 30, 2019 (the “June 30, 2019 10-Q”), errors were discovered principally relating to accounting for the derivative
liability recorded at March 31, 2018 that resulted from the Company’s failure to measure that liability at that
date using Black Scholes option pricing model measurements applied to the individual convertible notes payable using such assumptions
as stock price, conversion price, risk-free interest rate, term and volatility.
Essentially,
in retrospect, the Company’s failure to measure using the Black Scholes model resulted in an overstatement of the derivative
liability expense in the three months ended March 31, 2018 as recorded in the financial statements for that period included in
the Amendment No.2 to Form S-1 filed by the Company on June 17, 2019. As restated, the derivative liability expense of $1,943,842
as originally reported has been reduced by $1,844,904 to $98,938 as restated. In addition, the Company also failed to amortize
debt discounts on convertible notes payable for the three months ended March 31, 2018 in the consolidated financial statements
of the Company filed in Amendment No. 2 to Form S-1 filed by the Company on June 17, 2019. As restated, the amortization of debt
discounts expense of $0 as originally reported has been increased by $5,877 to $5,877 as restated. As restated, the net loss of $2,082,507 as originally reported has been decreased by $1,839,027 to $243,480
as restated. We have corrected these errors
and used the corrected amounts in connection with the preparation of this June 30, 2019 Form 10-Q.
The
effect of the correction adjustments on the Consolidated Statement of Operations for the three months ended March 31, 2018 follows:
|
|
As Previously
Reported
|
|
|
Correction
Adjustments
|
|
|
As Corrected
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer and director compensation, including
stock- based compensation of $10,000
|
|
|
75,442
|
|
|
|
-
|
|
|
|
75,442
|
|
Professional fees
|
|
|
2,694
|
|
|
|
-
|
|
|
|
2,694
|
|
Other operating expenses
|
|
|
5,165
|
|
|
|
-
|
|
|
|
5,165
|
|
Total operating expenses
|
|
|
83,301
|
|
|
|
-
|
|
|
|
83,301
|
|
Loss from Operations
|
|
|
(83,301
|
)
|
|
|
-
|
|
|
|
(83,301
|
)
|
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability expense
|
|
|
(1,943,842
|
)
|
|
|
1,844,904
|
|
|
|
(98,938
|
)
|
Amortization of debt discounts
|
|
|
-
|
|
|
|
(5,877
|
)
|
|
|
(5,877
|
)
|
Interest expense
|
|
|
(55,364
|
)
|
|
|
-
|
|
|
|
(55,364
|
)
|
Total other income (expenses)
|
|
|
(1,999,206
|
)
|
|
|
1,839,027
|
|
|
|
(160,179
|
)
|
Net loss
|
|
$
|
(2,082,507
|
)
|
|
$
|
1,839,027
|
|
|
$
|
(243,480
|
)
|
Basic and diluted loss per common share
|
|
$
|
(0.76
|
)
|
|
$
|
0.67
|
|
|
$
|
(0.09
|
)
|
Weighted average common shares outstanding-basic and diluted
|
|
|
2,737,471
|
|
|
|
-
|
|
|
|
2,737,471
|
|
The
effect of the corrections adjustments on the Consolidated Statement of Cash Flows for the three months ended March 31, 2018 follows:
|
|
As Previously
Reported
|
|
|
Correction
Adjustments
|
|
|
As Corrected
|
|
Net loss
|
|
$
|
(2,082,507
|
)
|
|
$
|
1,839,027
|
|
|
$
|
(243,480
|
)
|
Derivative liability expense
|
|
|
1,943,842
|
|
|
|
(1,844,904
|
)
|
|
|
98,938
|
|
Amortization of debt discounts
|
|
|
-
|
|
|
|
5,877
|
|
|
|
5,877
|
|
Depreciation
|
|
|
242
|
|
|
|
-
|
|
|
|
242
|
|
Accrued interest on notes payable
|
|
|
55,364
|
|
|
|
-
|
|
|
|
55,364
|
|
Accrued officer and director compensation
|
|
|
75,442
|
|
|
|
-
|
|
|
|
75,442
|
|
Net cash used from operating activities
|
|
|
(7,618
|
)
|
|
|
-
|
|
|
|
(7,618
|
)
|
Net cash used from
investing activities
|
|
|
(157
|
)
|
|
|
-
|
|
|
|
(157
|
)
|
Net cash provided from financing
activities
|
|
|
7,583
|
|
|
|
-
|
|
|
|
7,583
|
|
DECREASE IN CASH AND CASH EQUIVALENTS
|
|
$
|
(192
|
)
|
|
$
|
-
|
|
|
$
|
(192
|
)
|