CFN ENTERPRISES INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| Six Months Ended
|
|
| June 30,
|
|
| 2023
|
| 2022
|
Cash flows from operating activities:
|
|
|
|
|
Net loss
|
| $(2,006,934)
|
| $(2,769,023)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
Depreciation and amortization
|
| 5,663
|
| 788,452
|
Amortization of right of use asset
|
| 29,488
|
| 97,090
|
Amortization of debt discount
|
| 16,349
|
| -
|
Stock compensation expense
|
| 1,156,100
|
| -
|
Gain on property and equipment
|
| (9,253)
|
| (87,933)
|
Gain on extinguishment of debt
|
| (13,219)
|
| -
|
Unrealized loss (gain) on marketable securities
|
| -
|
| 19,494
|
Amortization of deferred financing cost
|
| -
|
| 34,826
|
Non-controlling interest
|
| -
|
| (45)
|
Changes in operating assets and liabilities:
|
|
|
|
|
Accounts receivable, net
|
| (7,855)
|
| 94,059
|
Inventory
|
| -
|
| 96,113
|
Prepaid expenses and other assets
|
| (8,910)
|
| 9,250
|
Accounts payable and accrued expenses
|
| 351,937
|
| 540,235
|
Deferred revenue
|
| 5,349
|
| (7,366)
|
Payments made in advance of securities date
|
| 32,500
|
| -
|
Right of use liability, net
|
| (115,493)
|
| (120,712)
|
Net cash used in operating activities
|
| (564,277)
|
| (1,305,560)
|
Cash flows from investing activities:
|
|
|
|
|
Sale of assets held for sale
|
| 608,300
|
| -
|
Purchase of property and equipment, net
|
| -
|
| (172,588)
|
Net cash provided/(used) in investing activities
|
| 608,300
|
| (172,588)
|
Cash flows from financing activities:
|
|
|
|
|
Net advances from (repayments to) related parties
|
| (2,119)
|
| 5,443
|
Proceeds from promissory notes
|
| 1,175,000
|
| 1,233,000
|
Repayments of notes
|
| (531,056)
|
| (15,206)
|
Proceeds from sale of common stock
|
| 350,000
|
| 210,000
|
Net cash provided by financing activities
|
| 991,825
|
| 1,433,237
|
Net change in cash and cash equivalents
|
| 1,035,848
|
| (44,911)
|
Cash and restricted cash at beginning of period
|
| 32,602
|
| 190,029
|
Cash and restricted cash at end of period
|
| $1,068,450
|
| $145,118
|
|
|
|
|
|
Reconciliation of cash and resricted cash:
|
|
|
|
|
Cash at beginning of period
|
| $12,474
|
| $170,015
|
Restricted cash at beginning of period
|
| 20,128
|
| 20,014
|
Cash and restricted cash at beginning of period
|
| $32,602
|
| $190,029
|
|
|
|
|
|
Cash at end of period
|
| $1,048,166
|
| $125,095
|
Restricted cash at end of period
|
| 20,284
|
| 20,023
|
Cash and restricted cash at end of period
|
| $1,068,450
|
| $145,118
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
Cash paid for income taxes
|
| $-
|
| $-
|
Cash paid for interest
|
| $-
|
| $-
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
Conversion of accrued preferred stock interest into shares
|
| $405,000
|
| $-
|
Right of use asset and liability
|
| $187,863
|
| $-
|
Warrants issued with promissory notes
|
| $185,788
|
| $302,537
|
Accrual of preferred stock interest
|
| $120,000
|
| $120,000
|
Conversion of notes into common stock
|
| $-
|
| $415,875
|
Purchase of property and equipment with common stock
|
| $-
|
| $700,000
|
Purchase of equipment with notes payable
|
| $-
|
| $55,016
|
Settlement of accounts payable with sale of equipment
|
| $-
|
| $212,067
|
See accompanying notes to the unaudited condensed consolidated financial statements
4
CFN ENTERPRISES INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
Organization
CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on November 22, 2005. Effective October 22, 2019, the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to change its corporate name to CFN Enterprises Inc.
On May 15, 2019, the Company entered into an asset purchase agreement or the Emerging Growth Agreement with Emerging Growth, LLC, or the Seller or Emerging Growth, pursuant to which the Company acquired certain assets from the Seller related to its sponsored content and marketing business for a purchase price consideration consisting of $420,000 in cash, 30,000,000 shares of the Company’s common stock, and 3,000 shares of Series B preferred stock with a total stated value of $3,000,000 which bears interest at 6% per annum and is convertible into the Company’s common stock at a conversion price to be mutually agreed in the future, without voting rights or a liquidation preference except with respect to default interest. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the purchase of the assets pursuant to the Emerging Growth Agreement occurred on June 20, 2019.
The Company’s operations consist of the sponsored content and marketing business, or the CFN Business, from the assets acquired pursuant to the Emerging Growth Agreement.
On January 22, 2021, the Company invested $35,000 in a new joint venture focused on sponsored content and marketing called East West Asset Management or East West. East West was formed as a Limited Liability Company in the State of Nevada on November 13, 2020. CFN owns 50% of the entity and one of its officers holds the title of Member Manager in East West. The Company has concluded that East West is a variable interest entity in accordance with applicable accounting standards and guidance. As such, the accounts and results of East West have been included in the Company’s condensed consolidated financial statements.
On August 23, 2021, the Company entered into securities purchase agreements with CNP Operating, LLC, a Colorado limited liability company, or CNP Operating, and the owners of all of the equity interests of CNP Operating, or the Owners, whereby the Company acquired 100% of CNP Operating from the Owners in exchange for an aggregate of 23.6 million shares of the Company’s common stock. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. On August 25, 2021 the transaction was closed and CNP Operating became a wholly owned subsidiary of the Company. CNP Operating is a cannabidiol manufacturer. In the fourth quarter of 2022 and the first quarter of 2023, the Company took steps to wind down the operations of CNP Operating and focus on the CFN Business.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued.
The Company had a working capital deficit of $8,354,673 and an accumulated deficit of $61,123,034 as of June 30, 2023. The Company also had a net loss of $2,006,934 for the six months ended June 30, 2023.
Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing the CFN Business, growing the newly acquired Ranco business and the business associated with the Packwoods licensing agreement (see Note 10), managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness cannabidiol, or CBD, products.
These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.
Basis of Presentation and Consolidation
The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries CNP Operating, CFN Real Estate, LLC, a Delaware limited liability company, CFN Real Estate II, LLC, a Delaware limited liability company and CNP of Wyoming, LLC. All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.
5
During the period ended June 30, 2022 the Company concluded that East West was a variable interest entity in accordance with applicable accounting standards and guidance. As such, the accounts and results of East West have been included in the Company’s consolidated financial statements. As of December 31, 2022, East West was fully impaired and valued at $0.
These unaudited condensed financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2022 and 2021, which are included in the Company’s December 31, 2022 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 17, 2023. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these may be determined in that context. The results of operations for the period ended June 30, 2023 are not necessarily indicative of results for the entire year ending December 31, 2023.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.
Financial Statement Reclassification
Certain account balances from prior periods have been reclassified in these consolidated financial statements to conform to current period classifications.
Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. At June 30, 2023, the Company had a restricted cash balance of $20,284 included as a component of total cash and restricted cash as presented on the accompanying unaudited condensed consolidated statement of cash flows.
Accounts Receivable
The Company’s account receivables are due from customers relating to contracts to provide investor relation services. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of June 30, 2023 and December 31, 2022 amounted to $454,012 and $470,532 respectively.
Inventory
The Company’s inventory consists of finished goods acquired for its e-commerce network business it is currently in the process of launching. The inventory is valued at the lower of cost (first-in, first-out) or estimated net realizable value. As of June 30, 2023, the Company valued the inventory at $0.
6
Concentration of Credit Risks
The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.
The Company’s cash and restricted cash accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits. As of June 30, 2023, the Company had $798,166 in excess of federally insured limits.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.
The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.
Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, the Company’s revenue is generated from the sale of promotional service packages to its customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue.
Shipping and Handling Fees and Costs
Amounts billed to customers for shipping and handling fees are presented in revenue. Costs incurred for shipping and handling are included in cost of revenue.
Fair Value of Financial Instruments
The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, 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 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.
|
7
Additional Disclosures Regarding Fair Value Measurements
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred revenue and due to related party approximate their fair value due to the short-term maturity of these items. The Company’s notes payable approximate their fair value due to the market rate of interest on the notes.
Advertising
The Company expenses advertising costs as incurred. Advertising expenses for the three months ended June 30, 2023 and 2022 amounted to $15,355 and $7,197, respectively. Advertising expenses for the six months ended June 30, 2023 and 2022 amounted to $27,969 and $18,411, respectively.
Income Taxes
Income taxes are accounted for in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.
For interim periods, the Company uses the effective income tax rate method resulting in zero income tax for the six months ended June 30, 2023 and 2022.
Property and Equipment
Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.
Long-Lived Assets
In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.
Basic and Diluted Earnings Per Share
Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of June 30, 2023, the Company had no outstanding stock options, 8,138,500 outstanding warrants and 3,500 shares of preferred stock which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As of June 30, 2022, the Company had 4,000 outstanding stock options and 988,500 outstanding warrants which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As a result, the basic and diluted earnings per share are the same for each of the periods presented.
Share-Based Payment
The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.
8
The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Common Stock Awards
The Company has granted common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash.
Warrants
In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 6, Stockholders’ Deficit.
Leases
The Company adopted Accounting Standards Update No. 2016-02, Leases (“Topic 842”) using the modified retrospective method. This accounting standard requires a lessee to recognize an asset and liability for most leases on its balance sheet.
The Company elected the practical expedient method permitted under the transition guidance, which allows a carryforward of historical lease classification, the assessment on whether a contract was or contains a lease, and the initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term.
Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement and leases with an initial term of 12 months or less are not included in lease liabilities or ROU asset. As most leases do not provide an implicit rate, a rate which approximates the Company’s incremental borrowing rate is used, based on the information available at commencement date, in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred. Lease agreements generally do not contain residual value guarantees or restrictive covenants. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition.
At December 31, 2022, management determined that certain events and circumstances occurred that indicated that the net book value of CNP’s ROU assets may not be recoverable. As such, the Company recorded an impairment charge of $339,768.
NOTE 3: PROPERTY AND EQUIPMENT
The Company’s property and equipment relating to continuing operations consisted of the following:
| June 30,
|
| December 31,
|
| 2023
|
| 2022
|
Machinery & equipment
| $ 50,000
|
| $ 50,000
|
Furniture and equipment and leasehold improvements
| 14,773
|
| 14,772
|
| 64,773
|
| 64,772
|
Less: Accumulated depreciation
| (16,866)
|
| (11,202)
|
| $ 47,907
|
| $ 53,570
|
At December 31, 2022, management determined that certain events and circumstances occurred that indicated that the net book value of CNP’s long-lived assets may not be recoverable. As such, the Company recorded an impairment charge of $3,276,193 to record the estimated residual value of the property and equipment, which was determined to be $50,000.
9
Depreciation expense for the three months ended June 30, 2023 and 2022 amounted to $2,831 and $407,252, respectively.
Depreciation expense for the six months ended June 30, 2023 and 2022 amounted to $5,664 and $788,452, respectively.
NOTE 4: NOTES PAYABLE
On September 10, 2019, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 8% per annum. Interest on the note is payable quarterly on the first business day of December, March, June and September commencing December 1, 2019. In May 2021, the Company and the holder of the promissory note reached an agreement to extend the maturity date of the note from September 30, 2022 to September 30, 2024. In connection with the extension, the Company issued 160,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2022. In 2022, the maturity date was extended to 2024.
In connection with the promissory note on September 10, 2019, the Company issued warrants to purchase 33,333 shares of the Company’s common stock at an exercise price of $1.50 per share. The warrants were exercised on June 30, 2021 and the Company received $50,000. The note was discounted by $17,624 allocated from the valuation of the warrants issued. The discount recorded on the note is being amortized as interest expense through the maturity date. As of June 30, 2023, the net book value of the promissory note amounted to $500,000, including the principal amount of $50,000 which was fully amortized.
On October 28, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Complete Business Solutions Group, Inc (“CBSG”) whereby the Company borrowed $3,050,000. The outstanding balance of the note was $2,218,000 at December 31, 2022. At December 31, 2022, the Company reversed $1,312,080 previously recorded to additional paid-in capital in 2022 to reflect the outstanding principal of $2,218,000. The note is currently in default and personally guaranteed by Anthony Zingarelli.
On September 30, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Eagle Six Consultants, Inc. (“Eagle”) whereby the Company borrowed $550,000 bearing interest at 16% per annum. The outstanding balance of the note was $302,489 at June 30, 2023. The note is currently in default.
On June 24, 2020, the Company entered into a Loan Authorization and Agreement with the SBA under which the Company borrowed $150,000 and issued to the SBA a note and security agreement for the amount borrowed. Outstanding borrowings accrue interest at a rate of 3.75% per annum, and installment payments, including principal and interest, of $731 are due monthly and begin 12 months from the date of the loan agreement. The balance of any remaining principal and interest is due 30 years from the date of the loan agreement. As collateral for the borrowing, the Company granted the SBA a security interest in substantially all assets of the Company.
On May 12, 2021, the Company’s subsidiary CNP Operating restructured the CSBG note payable of $2,957,000, the Eagle #1 note payable of $550,000 and the Eagle #2 note payable of $300,000 by entering into a payment and indemnification agreement with the receivers/trustee of CBSG and Eagle. The receiver has agreed that the balance of the outstanding amounts will be paid over the course of 24 months in equal payments of $158,625. Further, the Company shall pay $20,000 per month toward the balance and Anthony Zingarelli (“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $138,625 per month. Zingarelli is the only member of CNP Operating that signed a personal guarantee on the loans and Zingarelli is the sole member of CSIS. Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and all losses, liabilities and claims. If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount of any such loss. The Company has recorded the Zingarelli payments during the period as contributions to additional paid in capital through December 31, 2021. This note is currently in default.
On November 19, 2020, the Company’s subsidiary CNP Operating purchased equipment for $58,095 which was financed at zero interest rate. The monthly payments of $968 will be made for the next 60 months and mature on November 19, 2025. Imputed interest was not material. The outstanding balance of the note was $34,892 at December 31, 2022. In 2022, CNP purchased equipment for $55,016 which was financed at zero interest rate with the same lender with similar terms. The outstanding balance of the note was $48,513 at December 31, 2022, and was fully repaid in 2023.
On October 19, 2021, the Company borrowed $250,000 from a lender and issued a promissory note for the repayment of the amount borrowed. The promissory note is unsecured, has a maturity date of December 31, 2024 and all principal is due upon maturity. The amount borrowed accrues interest at 12% per annum and accrued interest is payable monthly commencing on December 1, 2021. The promissory note contains customary events of default permitting acceleration of repayment for nonpayment of amounts due, a bankruptcy related proceeding, breach of representations or covenants, sale of substantially all assets, and change of control.
On April 8, 2022, the Company entered into two promissory notes for aggregate proceeds of $676,000. The promissory note is unsecured, has a maturity date of April 30, 2024 and all principal is due upon maturity. The notes bear interest at 18% per annum and accrued interest is payable monthly commencing on August 1, 2022. In connection with the notes, the Company granted 676,000 warrants to the lenders with an exercise price of $1.00 per share.
10
On October 4, 2022, the Company converted the entire $676,000 in principal and $50,700 in accrued interest on its convertible notes into an aggregate of 2,906,800 shares of common stock.
On May 11, 2022, the Company’s subsidiary, CFN Real Estate II, LLC, entered into a promissory note with a lender for the repayment of $500,000 in connection with the $500,000 refinancing of the Company’s property located in Wray, Colorado. The company received the proceeds from the refinancing on May 16, 2022. Accrued interest at the rate of 12% is payable monthly commencing on June 15, 2022, and the principal of the promissory note is payable upon maturity on June 15, 2024. Upon the Company’s sale of the property in April 2023 (see Note 7), the note was fully repaid.
On May 8, 2023, the Company entered into a promissory note with two lenders for aggregate proceeds of $1,150,000. The notes are unsecured and have a maturity date 15 months following their issuance. Beginning on the fourth month after issuance, the Company will make monthly repayments totaling $143,750, including principal and interest. Total principal and interest to be repaid is $1,725,000, and any remaining outstanding balance is due at maturity. In connection with the notes, the Company granted an aggregate of 1,150,000 warrants to the lenders with an exercise price of $0.25 per share. The fair value of the warrants was $185,788, which was recognized as a debt discount and will be amortized to interest expense over the life of the notes. During the six months ended June 30, 2023, amortization of debt discount was $16,349. As of June 30, 2023, note payable, net of unamortized discount of $169,438, was $980,562 for these two notes.
Future scheduled maturities of long-term debt are as follows:
|
|
|
| June 30, 2023
|
2024
|
|
|
| $3,794,914
|
2025
|
|
|
| 565,814
|
2026
|
|
|
| 50,882
|
2027
|
|
|
| 23,702
|
Thereafter
|
|
|
| 105,783
|
|
|
|
| $4,541,094
|
The aggregate current portion of long-term debt as of June 30, 2023 amounted is $3,794,914, which represents the contractual principal payments due in the next 12 months period as well as any notes in default.
NOTE 5: STOCKHOLDERS’ DEFICIT
Common Stock
On December 6, 2021, the Company effected a reverse split of its outstanding common stock in the ratio of 1-for-15.
In January 2023, the Company issued 2,400,000 shares of common stock at a purchase price of $0.25 per share for $600,000 in gross proceeds.
In May, 2023, the Company and Emerging Growth reached an agreement whereby the Company issued 1,620,000 shares of its common stock as payment for $405,000 in outstanding accrued interest on the Series B Preferred Stock through June 30, 2023.
As of June 30, 2023 and December 31, 2022, there was $0 and $217,500, respectively, in payments made in advance of securities date.
Preferred Stock
The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.001 per share, of which 500 have been authorized as Series A Preferred Stock and 3,000 have been authorized as Series B Preferred Stock.
For the six months ending June 30, 2023 and 2022, the Company incurred $120,000 and $120,000, respectively, of interest from the outstanding preferred stock. In May, 2023, the Company and Emerging Growth reached an agreement whereby the Company issued 1,620,000 shares of its common stock as payment for $405,000 in outstanding accrued interest on the Series B Preferred Stock through June 30, 2023.
11
Warrants
The following summarizes the Company’s warrant activity for the six months ended June 30, 2023:
|
|
|
|
| Weighted-Average
|
|
|
| Weighted-
|
| Remaining
|
|
|
| Average
|
| Contractual Life
|
| Warrants
|
| Exercise Price
|
| (Years)
|
Outstanding at December 31, 2022
| 988,500
|
| $2.25
|
| 2.39
|
Granted
| 7,150,000
|
| 0.25
|
| 4.89
|
Forfeited
| -
|
| |
|
|
Outstanding at June 30, 2023
| 8,138,500
|
| $0.49
|
| 4.53
|
|
|
|
|
|
|
Vested and expected to vest at June 30, 2023
| 8,138,500
|
| $0.49
|
| 4.53
|
Exercisable at June 30, 2023
| 8,138,500
|
| $0.49
|
| 4.53
|
On May 19, 2023, the Company entered into an advisory agreement with the Isaac Shehebar 2008 AIJJ Grantor Retained Annuity Trust and Ezra A. Chehebar (the “Advisors”), existing shareholders of the Company, for consulting services and to advise the Company’s executive team on strategic, branding, marketing, distribution, networking and other general business matters. As consideration under the advisory agreement, on May 22, 2023, the Company issued an aggregate of 6,000,000 five-year warrants to purchase common stock at a price of $0.25 per share to the Advisors. The warrants are immediately exercisable. During the six months ending June 30, 2023, the Company recorded stock-based compensation expense of $1,156,100 pertaining to these warrants, which was included in additional paid-in capital.
In connection with the May 2023 notes (see Note 4), the Company issued 1,150,000 warrants to purchase common stock. The warrants have an exercise price of $0.25 per share, are immediately exercisable and have a term of 5 years. The fair value of the warrants was $185,788, which was recognized as a debt discount and will be amortized to interest expense over the life of the notes. During the six months ended June 30, 2023, amortization of debt discount was $16,349.
As of June 30, 2023, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense.
Options
The Company had a Stock Option Plan, or the Plan, under which the total number of shares of capital stock of the Company that may be subject to options under the Plan was 1,500,000 shares of Common Stock from either authorized but unissued shares or treasury shares. The Plan expired on December 14, 2016.
As of June 30, 2023, there were no outstanding options.
NOTE 6: LEASES
On June 20, 2019, the Company entered into a Lease Agreement with Emerging Growth for the lease of office space in Whitefish, Montana, for a period of one year at a rate of $1,500 per month. On August 5, 2020, the Company entered into a lease agreement with Emerging Growth for additional office space in Whitefish, Montana, replacing its previous lease from June 20, 2019. The term of the lease commenced on September 1, 2020 for a period of one year at a rate of $4,500 per month. The lease contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase. Management has elected a policy to exclude leases with an initial term of 12 months or less from the balance sheet presentation required under ASC 842. As a result, the office lease has been excluded from balance sheet presentation as it has an original term of 12 months or less.
On March 30, 2021, the Company entered into a new lease with Emerging Growth, which took the place of the old lease effective April 1, 2021. The lease provides for payments of $4,500 per month and has a term of three years and contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase.
On June 4, 2019, the Company’s subsidiary CNP Operating entered into a Lease Agreement with Blair Investments, LLC for the lease of office space in Centennial Colorado, for a period of 3 year at a rate of $10,521 per month. On September 26, 2019, this agreement was terminated and replaced with a new agreement starting October 1, 2019 and expiring on June 30, 2023. The agreement is personally guaranteed by Anthony Zingarelli.
On October 26, 2020 the Company’s subsidiary CNP Operating entered into an amendment to the previous agreement to extend the lease to June 30, 2024, adjust the monthly rent schedule, the landlord agreed to install additional HVAC equipment and the Company agreed to reimburse the landlord $40,000 over a 4-year period with a monthly payment amount of $835.
12
On December 9, 2021, CFN Real Estate LLC, a Delaware limited liability company, and wholly-owned subsidiary of the Company, entered into a Lease Agreement (with Option to Purchase), or the Lease, with H2S2 LLC, a Colorado limited liability company, for property in Eaton, Colorado, consisting of 9.53 acres of agricultural land zoned with use for special review for hemp processing and storage, an 8,500 square foot C1D1 rated steel building, triple tunnel green houses with a total of 8,712 square feet, a shop building consisting of 3,825 square feet and a 2,280 square foot residence. The Lease has an eleven month term and contains an option to purchase the premises, each terminating on November 30, 2022. The total monthly rent under the lease during the term is an aggregate of $354,000, consisting of a $14,000 monthly lease payment, and an aggregate of $200,000 in non-refundable payments towards the option. The total purchase price for the premises under the option is $1.2 million, inclusive of the $200,000 in payments made during the term of the lease. If the option is exercised, the lease contains a 30-day automatic extension of the term at $14,000.
At December 31, 2022, management determined that certain events and circumstances occurred that indicated that the net book value of CNP’s ROU assets may not be recoverable. As such, the Company recorded an impairment charge of $339,768.
On April 1, 2023, Emerging Growth LLC entered into a new lease agreement for its premises in Whitefish, Montana commencing April 1, 2023, for a period of five years at a rate of $3,750 per month, which lease contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase. In connection with this lease, the Company recorded a ROU asset and liability of $187,863.
NOTE 7: ASSETS HELD FOR SALE
As of December 31, 2022, the Company determined that its property and equipment in Wray, Colorado (via CFN Real Estate II) were to be listed for sale. Accordingly, the Company reported the disposal group of the long-lived assets at its lower of the carrying value or the fair value less cost to sell. Through March 31, 2023, the Company had $599,047 in assets held for sale on its consolidated balance sheet.
On April 12, 2023, the Company sold its property, including the machinery and equipment, at Wray, Colorado for $699,000 and received net proceeds of $608,3000 after selling expenses. Accordingly, the Company recorded a gain on disposal of $9,253.
In connection with the sale, the Company repaid $525,000, including $500,000 in principal and $25,000 in accrued interest, on CFN Real Estate II’s related note payable with Physician Strategic, resulting in a gain on extinguishment of debt of $13,219.
As of June 30, 2023 and December 31, 2022, the assets held for sale balance was $0 and $599,047, respectively.
NOTE 8: RELATED PARTY TRANSACATIONS
As of June 30, 2023 and December 31, 2022, there was $501,140 and $503,259 in amounts due to related parties, respectively, including $428,700 due to CSIS. The advances are unsecured, non-interest bearing and due on demand.
On February 13, 2023, Vince Kandis, the President of CNP Operating, LLC, a wholly owned subsidiary of CFN Enterprises Inc., resigned from his position.
On May 22, 2023, John Rand, the Company’s Executive Vice President of Finance, resigned from his position.
NOTE 9: COMMITMENTS AND CONTINGENCIES
Legal Proceedings
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. Except as set forth below, the Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.
In October 2022, CAKE Software Inc. ("CAKE") filed a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, captioned CAKE Software, Inc. v. Accelerize Inc. n/k/a CFN Enterprises Inc., Index No. 653838/2022. CAKE's lawsuit stems from an Asset Purchase Agreement (the "APA") executed by the parties in May 2019, in which CAKE was the buyer of certain assets from the Company. CAKE alleges that Registrant breached the APA by not paying a purported outstanding amount due which was to be calculated post-closing, and for breaching certain representations and warranties in the APA. CAKE further seeks indemnification under the APA for what it alleges are liabilities the Company retained after the closing of the sale. Based on its claims, CAKE is seeking compensatory damages of at least $1,045,441.86, attorney's fees, interests and costs, and such other relief as the court may deem just and appropriate.
13
In its Answer and Counterclaims, filed in January 2023, the Company denies the material allegations in CAKE's operative complaint as well as any liability to CAKE, and has also asserted claims of its own against CAKE and Perseus Operating Group, a Constellation Software Inc. division ("Constellation Software"). The Company's counterclaims assert that CAKE breached the APA by failing to pay the Company an earn-out, calculated in accordance with the APA, over a three-year period and totaling no less than $12,375,000, and that CAKE failed to pay the Company a $500,000 holdback amount. The Company further alleges that Constellation Software is the alter ego of CAKE, and therefore, is also liable under the APA. Through its counterclaims, the Company seeks compensatory damages of no less than $12,875,000, encompassing the earn-out amounts owed and the holdback amount, plus attorneys' fees, interests and costs, and other such relief as the court may deem just and proper.
CAKE and the Company stipulated to an early mediation and stipulated to a stay of discovery pending mediation. On July 19, 2023, the parties held a mediation but were unsuccessful in reaching an agreement. Currently, a preliminary conference with the court is scheduled for August 31, 2023. The Company has determined that potential losses in this matter are neither probable or reasonably possible at this time.
On October 18, 2021, the Company settled a vendor dispute in the amount of $100,000 of which the initial payment of $40,000 was paid on the execution of the settlement and balance to paid in 48 equal monthly payments of $1,250. The balance as of June 30, 2023 and December 31, 2022, is $32,500 and $41,250, respectively.
NOTE 10: SUBSEQUENT EVENTS
On July 1, 2023, the Company and its wholly owned subsidiary, RANCO, LLC, a Delaware limited liability company (“Ranco”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with RAN CoPacking Solutions LLC, a California limited liability company (the “Seller”) and the members of the Seller (collectively, the “Founders”). The assets of the Seller acquired by Ranco consist of assets for co-packing and white label manufacturing services, including comprehensive solutions for third party logistics (3PL) related areas such as storage, order fulfillment, solutions for custom packaging and hardware needs for many different industries, and media and design services, along with strategic marketing support, to help clients establish and enhance their brand presence in the market (the “Purchased Assets”). Ranco acquired the Purchased Assets and assumed certain liabilities of the Seller (the “Acquisition”) in exchange for an aggregate of 40 million shares of Company common stock (the “Acquisition Shares”), and $1 million in cash consideration, payable in quarterly installments in an amount equal to the lesser of (i) Ranco’s gross revenues attributable to the Purchased Assets from and after the closing, net of all accrued debts, liabilities, and obligations of the Ranco and all amounts necessary or advisable to reserve, designate, or set aside for actual or anticipated costs, payments, liabilities, obligations, and claims with respect to the Purchased Assets, all as determined in good faith by Ranco, and (ii) $250,000, until paid in full (the “Cash Consideration”). The Asset Purchase Agreement also contains an earn out provision providing for the issuance of (i) 8 million shares of Company common stock to be issued upon Ranco achieving $19 million in gross revenue attributable to the Purchased Assets and a net profit of $3.9 million within the twelve month period beginning three months from the closing of the Acquisition (the “First Earnout Period”), and (ii) 8 million shares of Company common stock to be issued upon Ranco achieving $29 million in gross revenue attributable to the Purchased Assets and a net profit of $5.9 million within the twelve month period beginning on the day immediately following the end of the First Earnout Period. The Buyer also agreed to assume the Seller’s lease for property related to the Purchased Assets in Los Angeles, California, consisting of approximately 46,000 square feet, a current monthly rent of $77,286.14 with four years remaining on the term (increasing annually to $86,936.85 for the last year of the term) with a three-year option to extend, including the Seller’s security deposit of approximately $297,000. The Company agreed to enter into employment agreements with the Founders and to guarantee the Cash Consideration portion of the purchase price.
Also on July 1, 2023, Ranco entered into promissory notes with certain lenders to borrow an aggregate of $5 million (the “Notes”). The Notes have a 15 month term and are subject to mandatory equal repayments commencing on the fourth month following issuance, for an aggregate repayment of $7.5 million. The Notes are secured by the assets of Ranco and guaranteed by the Company. Two of the lenders, Isaac Shehebar 2008 AIJJ Grantor Retained Annuity Trust and Ezra A. Chehebar, are existing shareholders of, and advisors to, the Company.
Also on July 1, 2023, Ranco entered into the Packwoods Private Label Services and Intellectual Property Licensing Agreement (the “Licensing Agreement”), with PW Industries LLC, a Wyoming limited liability company (“PW”), RS Distributions LLC, a Delaware limited liability company (“RS”), and Packaging Innovations LLC, a Wyoming limited liability company (“PI”, and together with PW and RS, the “Licensors”), for the exclusive manufacturing, packaging and distribution of, and wholesale and retail sales of a variety hemp-based inhalable (pre-roll and vaporizer), edible products, and disposable nicotine-based inhalable vaporizer products, and the purchase of packaging materials to be used with Packwoods-branded cannabis products (containing more than 0.3% delta-9 THC by weight) and the distribution of those packaging materials to licensed cannabis manufacturers designated by PW, using the Licensor’s licensed property for a 5 year exclusive term, subject to certain exclusions.
On August 10, 2023, the Company and Emerging Growth reached an agreement whereby the Company issued 500,000 shares of its common stock as payment for $45,000 in outstanding accrued interest on the Series B Preferred Stock through September 30, 2023,
14
Management has evaluated subsequent events through August 14, 2023, the date the consolidated financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.
15
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2022. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information’’ elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
We own and operate a cannabis industry focused sponsored content and marketing business, or the CFN Business. Our ongoing operations currently consist primarily of the CFN Business and we will continue to pursue strategic transactions and opportunities. We are currently in the process of launching an e-commerce network focused on the sale of general wellness CBD products. We also own CNP Operating which is a cannabidiol manufacturer. In the fourth quarter of 2022 and the first quarter of 2023, the Company took steps to wind down the operations of CNP Operating and focus on the CFN Business. Subsequent to the period covered by this report, on July 1, 2023, the Company, through its wholly owned subsidiary, RANCO, LLC, a Delaware limited liability company (“Ranco”), acquired assets from RAN CoPacking Solutions LLC, a California limited liability company (the “Acquisition”) which consists of assets for co-packing and white label manufacturing services, including comprehensive solutions for third party logistics (3PL) related areas such as storage, order fulfillment, solutions for custom packaging and hardware needs for many different industries, and media and design services, along with strategic marketing support, to help clients establish and enhance their brand presence in the market. Also on July 1, 2023, Ranco entered into the Packwoods Private Label Services and Intellectual Property Licensing Agreement (the “Licensing Agreement”), with PW Industries LLC, a Wyoming limited liability company (“PW”), RS Distributions LLC, a Delaware limited liability company (“RS”), and Packaging Innovations LLC, a Wyoming limited liability company (“PI”, and together with PW and RS, the “Licensors”), for the exclusive manufacturing, packaging and distribution of, and wholesale and retail sales of a variety hemp-based inhalable (pre-roll and vaporizer), edible products, and disposable nicotine-based inhalable vaporizer products, and the purchase of packaging materials to be used with Packwoods-branded cannabis products (containing more than 0.3% delta-9 THC by weight) and the distribution of those packaging materials to licensed cannabis manufacturers designated by PW, using the Licensor’s licensed property for a 5 year exclusive term, subject to certain exclusions. The impact of the Acquisition and Licensing Agreement will be reflected in future periods.
The CFN Business generates revenue through sponsored content, including articles, press releases, videos, podcasts, advertisements and other media, email advertisements and other marketing campaigns run on behalf of public and private companies in the cannabis industry, helping them reach accredited, retail and institutional investors. Most revenue is generated through contracts involving a monthly cash payment.
The CFN Business’ primary expenses come from advertising on platforms like Twitter and Facebook and from employee salaries and contractor fees. The CFN Business’ content is primarily produced by a team of freelance writers and video content is produced through various vendors. The CFN Business also incurs hosting and development costs associated with maintaining and improving its website, web applications, and mobile applications. The CFN Business operates several media platforms, including CannabisFN.com, the CannabisFN iOS app, the CFN Media YouTube channel, the CFN Media podcast, and other venues. These properties are designed to educate and inform investors interested in the cannabis industry, as well as provide a platform for the clients of the CFN Business to reach investors. The CFN Business distributes content across numerous online platforms, including the CannabisFN.com website, press releases, financial news syndicates, search engines, YouTube, iTunes, Twitter, Instagram, Facebook, LinkedIn, and others.
The CFN Business targets the legal cannabis industry. According to Grand View Research, the global cannabis industry is expected to reach $146.4 billion by 2025, driven by the legalization of medical and adult-use cannabis across a growing number of jurisdictions. According to the Marijuana Index, there are approximately 400 public companies involved in the cannabis industry, which represents the primary target market of the CFN Business. The CFN Business’ services are designed to help private companies prepare to go public and public companies grow their shareholder base through sponsored content and marketing outreach. The success of the CFN Business depends on the legal status of cannabis, investor demand for cannabis investments, and numerous other external factors.
The CFN Business competes with other public relations firms for clients, as well as online publishers for investors. Public relations competition includes investor awareness firms like Stockhouse Publishing, Catalyst Xchange, Stonebridge Partners and Midan Ventures. Online publisher competition includes firms like New Cannabis Ventures, Leafly and High Times. The CFN Business is regulated by rules established by the SEC, FINRA, and certain federal and state cannabis regulations.
Our corporate website is: www.cfnenterprisesinc.com, the contents of which are not part of this quarterly report.
Our Common Stock is quoted on the OTCQB Marketplace under the symbol "CNFN."
16
Results of Operations for the Three Months Ended June 30, 2023 and 2022
The following are the results of our operations for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022:
|
| Three Months Ended
|
|
|
|
| June 30,
|
|
|
|
| 2023
|
| 2022
|
| Change
|
|
|
|
|
|
|
|
Net revenues
|
| $152,301
|
| $1,468,373
|
| $(1,316,072)
|
Cost of revenue
|
| 47,484
|
| 2,117,165
|
| (2,069,681)
|
Gross profit (loss)
|
| 104,817
|
| (648,792)
|
| 753,609
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Selling, general and administrative
|
| 1,703,134
|
| 784,174
|
| 918,960
|
Total operating expenses
|
| 1,703,134
|
| 784,174
|
| 918,960
|
|
|
|
|
|
|
|
Loss from operations
|
| (1,598,317)
|
| (1,432,966)
|
| (165,351)
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
Interest expense
|
| (37,450)
|
| (106,071)
|
| 68,621
|
Gain on property and equipment
|
| 9,253
|
| 87,933
|
| (78,680)
|
Unrealized loss on marketable securities
|
| -
|
| (19,494)
|
| 19,494
|
Gain on extinguishment of debt
|
| 13,219
|
| -
|
| 13,219
|
Other income
|
| 157,502
|
| 3,772
|
| 153,730
|
Interest income
|
| 81
|
| 7
|
| 74
|
Total other income (expense), net
|
| 142,605
|
| (33,853)
|
| 176,459
|
|
|
|
|
|
|
|
Provision for income taxes
|
| -
|
| -
|
| -
|
Net loss
|
| $(1,455,712)
|
| $(1,466,819)
|
| $11,107
|
Net Revenues
The Company’s revenues are generated from the sale of promotional service packages to customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity.
During the three months ended June 30, 2023, the Company realized $132,040 of campaign revenue compared to $77,420 in 2022. The increase was primarily due to a shift in efforts in 2023 back to the CFN Business.
The Company’s revenue during the three months ended June 30, 2023 and 2022 also included $20,237 and $569, respectively, relating to sales of product from its e-commerce network focused on the sale of general wellness CBD products.
During the three months ended June 30, 2023, the Company’s subsidiary CNP Operating generated nominal revenue compared to $1.4 million in 2022 as the CNP Operating subsidiary was ceasing most operations at the end of 2022.
Cost of Revenue
The costs of revenue consist primarily of labor, fees paid for production of content for clients and the costs of placement of the content on various platforms. CNP Operating cost of revenue included the cost of hemp material, manufacturing material such as solvent, fuel and equipment depreciation.
The Company’s cost of revenue for the three months ended June 30, 2023 were significantly lower than those in the corresponding period in 2022 due to the CNP Operating subsidiary ceasing operations, including their inventory purchasing and revenue generating activities, in late 2022.
Operating Expenses
The Company’s operating expenses for the three months ended June 30, 2023 were higher than those in the corresponding period in 2022 due to $1,156,100 in stock compensation expense pertaining to the issuance warrants in May 2023.
17
Other Income/Expense
Other income/expenses during the three months ended June 30, 2023 were due to interest expense related to notes payable, gain on property and equipment, gain on extinguishment of debt, interest income and other income which was due to employee retention credits received. In 2023, the Company recorded a $9,253 gain on the sale of property and equipment. The Company also recorded a $13,219 gain on extinguishment of debt. In 2022, the Company recorded a $87,933 gain on the sale of property and equipment. The Company also recorded a $19,494 unrealized loss on marketable securities in 2022.
Results of Operations for the Six Months Ended June 30, 2023 and 2022
The following are the results of our operations for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022:
|
| Six Months Ended
|
|
|
|
| June 30,
|
|
|
|
| 2023
|
| 2022
|
| Change
|
|
|
|
|
|
|
|
Net revenues
|
| $265,259
|
| $2,987,664
|
| $(2,722,405)
|
Cost of revenue
|
| 223,675
|
| 4,400,848
|
| (4,177,173)
|
Gross profit (loss)
|
| 41,584
|
| (1,413,184)
|
| 1,454,768
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Selling, general and administrative
|
| 2,125,148
|
| 1,275,672
|
| 849,476
|
Total operating expenses
|
| 2,125,148
|
| 1,275,672
|
| 849,476
|
|
|
|
|
|
|
|
Loss from operations
|
| (2,083,564)
|
| (2,688,856)
|
| 605,292
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
Interest expense
|
| (103,501)
|
| (152,387)
|
| 48,886
|
Gain on property and equipment
|
| 9,253
|
| 87,933
|
| (78,680)
|
Unrealized loss on marketable securities
|
| -
|
| (19,494)
|
| 19,494
|
Gain on extinguishment of debt
|
| 13,219
|
| -
|
| 13,219
|
Other income
|
| 157,502
|
| 3,772
|
| 153,730
|
Interest income
|
| 157
|
| 9
|
| 148
|
Total other income (expense), net
|
| 76,630
|
| (80,167)
|
| 156,797
|
|
|
|
|
|
|
|
Provision for income taxes
|
| -
|
| -
|
| -
|
Net loss
|
| $(2,006,934)
|
| $(2,769,023)
|
| $762,089
|
Net Revenues
During the six months ended June 30, 2023, the Company realized $216,751 of campaign revenue compared to $179,646 in 2022. The increase was primarily due to a shift in efforts in 2023 back to the CFN Business.
The Company’s revenue during the six months ended June 30, 2023 and 2022 also included $48,508 and $8,542, respectively, relating to sales of product from its e-commerce network focused on the sale of general wellness CBD products.
During the six months ended June 30, 2023, the Company’s subsidiary CNP Operating generated nominal revenue compared to $2.8 million in 2022 as the CNP Operating subsidiary was ceasing most operations at the end of 2022.
Cost of Revenue
The costs of revenue consist primarily of labor, fees paid for production of content for clients and the costs of placement of the content on various platforms. CNP Operating cost of revenue included the cost of hemp material, manufacturing material such as solvent, fuel and equipment depreciation.
The Company’s cost of revenue for the six months ended June 30, 2023 were significantly lower than those in the corresponding year in 2022 due to the CNP Operating subsidiary ceasing operations, including their inventory purchasing and revenue generating activities, in late 2022.
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Operating Expenses
The Company’s operating expenses for the six months ended June 30, 2023 were higher than those in the corresponding period in 2022 due to $1,156,100 in stock compensation expense pertaining to the issuance of warrants in May 2023.
Other Income/Expense
Other income/expenses during the six months ended June 30, 2023 were due to interest expense related to notes payable, gain on property and equipment, gain on extinguishment of debt, interest income and other income which was due to employee retention credits received. In 2023, the Company recorded a $9,253 gain on the sale of property and equipment. The Company also recorded a $13,219 gain on extinguishment of debt. In 2022, the Company recorded a $87,933 gain on the sale of property and equipment. The Company also recorded a $19,494 unrealized loss on marketable securities in 2022.
Liquidity, Capital Resources and Going Concern
As of June 30, 2023, we had $1,048,166 in unrestricted cash and $4,541,094 in notes payable.
The Company had a working capital deficit of $8,354,673 and an accumulated deficit of $61,123,034 as of June 30, 2023. The Company also had a net loss of $2,006,934 for the six months ended June 30, 2023.
Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing its CFN Business, growing the business acquired in the Acquisition and under the Licensing Agreement subsequent to the end of the period covered by this report, managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness CBD, products.
At the present time, we do not have arrangements to raise additional capital, and we may need to identify potential investors and negotiate appropriate arrangements with them. We may not be able to arrange enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms. If we cannot obtain the needed capital, we may not be able to become profitable and may have to curtail or cease our operations. Additional equity financing, if available, may be dilutive to the holders of our capital stock. Debt financing may involve significant cash payment obligations, covenants and financial ratios that may restrict our ability to operate and grow our business.
These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.
The following is a summary of our cash flows from operating, investing and financing activities for the six months ended June 30, 2023 and 2022:
|
| Six Months Ended
|
|
| June 30,
|
|
| 2023
|
| 2022
|
Net cash used in operating activities
|
| $(564,277)
|
| $(1,305,560)
|
Net cash provided by provided by/(used in) investing activities
|
| $608,300
|
| $(172,588)
|
Net cash provided by financing activities
|
| $991,825
|
| $1,433,237
|
Net cash used in operating activities was $(564,277) during the six months ended June 30, 2023, compared to cash used in operating activities of $(1,305,560) during the same period in 2022. The decrease in cash used in operating activities was primarily driven by the Company’s lower net loss in 2023 and non-cash charges.
Net cash provided/(used) in investing activities during the six months ended June 30, 2023 and 2022 primarily consisted of the sale and purchase of property and equipment.
Net cash provided by financing activities during the six months ended June 30, 2023 was $991,825, including proceeds from common stock for $350,000 and proceeds from promissory notes for $1,150,000 less related party repayments of $2,119 and note repayments of $531,056. Net cash provided by financing activities during the six months ended June 30, 2022 was $1.4 million, including $1.2 million in proceeds from promissory notes, proceeds from common stock of $210,000, partially offset by note repayments of $15,206.
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Description of Indebtedness
On September 10, 2019, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 8% per annum. Interest on the note is payable quarterly on the first business day of December, March, June and September commencing December 1, 2019. In May 2021, the Company and the holder of the promissory note reached an agreement to extend the maturity date of the note from September 30, 2022 to September 30, 2024. In connection with the extension, the Company issued 160,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2022. In 2022, the maturity date was extended to 2024.
In connection with the promissory note on September 10, 2019, the Company issued warrants to purchase 33,333 shares of the Company’s common stock at an exercise price of $1.50 per share. The warrants were exercised on June 30, 2021 and the Company received $50,000. The note was discounted by $17,624 allocated from the valuation of the warrants issued. The discount recorded on the note is being amortized as interest expense through the maturity date. As of June 30, 2023, the net book value of the promissory note amounted to $500,000, including the principal amount of $50,000 which was fully amortized.
On October 28, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Complete Business Solutions Group, Inc (“CBSG”) whereby the Company borrowed $3,050,000. The outstanding balance of the note was $2,218,000 at December 31, 2022. At December 31, 2022, the Company reversed $1,312,080 previously recorded to additional paid-in capital in 2022 to reflect the outstanding principal of $2,218,000. The note is currently in default and personally guaranteed by Anthony Zingarelli.
On September 30, 2019, the Company’s subsidiary CNP Operating entered into a promissory note payable with Eagle Six Consultants, Inc. (“Eagle”) whereby the Company borrowed $550,000 bearing interest at 16% per annum. The outstanding balance of the note was $302,489 at June 30, 2023. The note is currently in default.
On June 24, 2020, the Company entered into a Loan Authorization and Agreement with the SBA under which the Company borrowed $150,000 and issued to the SBA a note and security agreement for the amount borrowed. Outstanding borrowings accrue interest at a rate of 3.75% per annum, and installment payments, including principal and interest, of $731 are due monthly and begin 12 months from the date of the loan agreement. The balance of any remaining principal and interest is due 30 years from the date of the loan agreement. As collateral for the borrowing, the Company granted the SBA a security interest in substantially all assets of the Company.
On May 12, 2021, the Company’s subsidiary CNP Operating restructured the CSBG note payable of $2,957,000, the Eagle #1 note payable of $550,000 and the Eagle #2 note payable of $300,000 by entering into a payment and indemnification agreement with the receivers/trustee of CBSG and Eagle. The receiver has agreed that the balance of the outstanding amounts will be paid over the course of 24 months in equal payments of $158,625. Further, the Company shall pay $20,000 per month toward the balance and Anthony Zingarelli (“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $138,625 per month. Zingarelli is the only member of CNP Operating that signed a personal guarantee on the loans and Zingarelli is the sole member of CSIS. Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and all losses, liabilities and claims. If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount of any such loss. The Company has recorded the Zingarelli payments during the period as contributions to additional paid in capital through December 31, 2021. This note is currently in default.
On November 19, 2020, the Company’s subsidiary CNP Operating purchased equipment for $58,095 which was financed at zero interest rate. The monthly payments of $968 will be made for the next 60 months and mature on November 19, 2025. Imputed interest was not material. The outstanding balance of the note was $34,892 at December 31, 2022. In 2022, CNP purchased equipment for $55,016 which was financed at zero interest rate with the same lender with similar terms. The outstanding balance of the note was $48,513 at December 31, 2022, and was fully repaid in 2023.
On October 19, 2021, the Company borrowed $250,000 from a lender and issued a promissory note for the repayment of the amount borrowed. The promissory note is unsecured, has a maturity date of December 31, 2024 and all principal is due upon maturity. The amount borrowed accrues interest at 12% per annum and accrued interest is payable monthly commencing on December 1, 2021. The promissory note contains customary events of default permitting acceleration of repayment for nonpayment of amounts due, a bankruptcy related proceeding, breach of representations or covenants, sale of substantially all assets, and change of control.
On April 8, 2022, the Company entered into two promissory notes for aggregate proceeds of $676,000. The promissory note is unsecured, has a maturity date of April 30, 2024 and all principal is due upon maturity. The notes bear interest at 18% per annum and accrued interest is payable monthly commencing on August 1, 2022. In connection with the notes, the Company granted 676,000 warrants to the lenders with an exercise price of $1.00 per share.
On October 4, 2022, the Company converted the entire $676,000 in principal and $50,700 in accrued interest on its convertible notes into an aggregate of 2,906,800 shares of common stock.
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On May 11, 2022, the Company’s subsidiary, CFN Real Estate II, LLC, entered into a promissory note with a lender for the repayment of $500,000 in connection with the $500,000 refinancing of the Company’s property located in Wray, Colorado. The company received the proceeds from the refinancing on May 16, 2022. Accrued interest at the rate of 12% is payable monthly commencing on June 15, 2022, and the principal of the promissory note is payable upon maturity on June 15, 2024. Upon the Company’s sale of the property in April 2023 (see Note 7), the note was fully repaid.
On May 8, 2023, the Company entered into a promissory note with two lenders for aggregate proceeds of $1,150,000. The notes are unsecured and have a maturity date 15 months following their issuance. Beginning on the fourth month after issuance, the Company will make monthly repayments totaling $143,750, including principal and interest. Total principal and interest to be repaid is $1,725,000, and any remaining outstanding balance is due at maturity. In connection with the notes, the Company granted 1,150,000 warrants to the lenders with an exercise price of $0.25 per share. The fair value of the warrants was $185,788, which was recognized as a debt discount and will be amortized to interest expense over the life of the notes. During the six months ended June 30, 2023, amortization of debt discount was $16,349. As of June 30, 2023, note payable, net of unamortized discount of $169,438, was $980,562 for these two notes.
Future scheduled maturities of long-term debt are as follows:
|
| June 30, 2023
|
2024
|
| $3,794,914
|
2025
|
| 565,814
|
2026
|
| 50,882
|
2027
|
| 23,702
|
Thereafter
|
| 105,783
|
|
| $4,541,094
|
The aggregate current portion of long-term debt as of June 30, 2023 amounted to $3,794,914, which represents the contractual principal payments due in the next 12 months period as well as any notes in default.
Obligations Under Preferred Stock
On June 20, 2019, existing debtholders were issued an aggregate of 500 shares of Series A Preferred Stock, each with a stated value per share of $1,000, as conversion of $500,000 worth of outstanding promissory notes. The Series A Preferred Stock bears interest at 12% per annum, and is convertible into our common stock at the election of the holder at a conversion price per share to be mutually agreed between us and the holder in the future, and be redeemable at our option following the third year after issuance, without voting rights or a liquidation preference.
On June 20, 2019, we issued 3,000 shares of Series B Preferred Stock, each with a stated value of $1,000 per share, to Emerging Growth, LLC as part of the Emerging Growth Agreement. The aggregate fair value of $687,000 was recorded as part of the acquisition price of the net assets acquired from Emerging Growth, LLC. The Series B Preferred Stock bears interest at 6% per annum and is convertible into our common stock at the election of Emerging Growth, LLC at a conversion price per share to be mutually agreed between us and Emerging Growth, LLC in the future, without voting rights or a liquidation preference, except with respect to accrued penalty interest.
On May 15, 2023, the Company and Emerging Growth reached an agreement whereby the Company issued 1,620,000 shares of its common stock as payment for $405,000 in outstanding accrued interest on the Series B Preferred Stock through June 30, 2023,
Other Outstanding Obligations at June 30, 2023
Warrants
As of June 30, 2023, 8,138,500 shares of our common stock are issuable pursuant to the exercise of warrants.
Options
As of June 30, 2023, 0 shares of our common stock are issuable pursuant to the exercise of options.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our principal executive officer and principal financial officer concluded that as of June 30, 2023, our disclosure controls and procedures were not effective.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2023, in order to remediate the segregation of duties and other deficiencies initially created by the departure of our accounting department in June 2019, we hired accounting consultants to perform our account reconciliations and other day-to-day accounting requirements. The internal control structure was also documented and assessed in the areas of financial reporting and disclosure controls as it relates to our continuing operations. In addition, we revised and improved the use of our systems for getting appropriate approvals for purchases and other activities that require authorization. However, our ability to file timely reports is heavily dependent on having the necessary financial resources to pay consultants and other outside service providers involved with performing key elements of our disclosure and financial reporting controls. Our current financial condition, has temporarily hindered our ability to file timely reports for this reason. As a result, we have assessed our disclosure controls and controls over financial reporting as not effective.
PART II - OTHER INFORMATION
Item 5. Other Information
Given the timing of events, the following information is included in this Form 10-Q pursuant to Item 3.02 “Unregistered Sales of Equity Securities” in lieu of filing a Form 8-K.
On August 10, 2023, the Company and Emerging Growth reached an agreement whereby the Company issued 500,000 shares of its common stock as payment for $45,000 in outstanding accrued interest on the Series B Preferred Stock through September 30, 2023, The shares were issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as not involving a public offering.
Item 6. Exhibits
*Filed herewith.
**Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CFN ENTERPRISES INC.
|
|
|
|
Dated: August 14, 2023
|
By:
|
/s/ Brian Ross
|
|
| Brian Ross
|
|
| President and Chief Executive Officer
|
|
| (Principal Executive Officer and
Principal Financial Officer)
|
23