0001458631true--07-312022-04-30Non-accelerated
FilerQ320225116219680.000125000000100000001000000010000000
|
|
Fair Value Measurements at April 30, 2022
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
8,162 |
|
|
$ |
- |
|
|
$ |
- |
|
Total assets
|
|
|
8,162 |
|
|
|
- |
|
|
|
- |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible judgments payable
|
|
|
- |
|
|
|
- |
|
|
|
6,582,399 |
|
Note payable, SBA loan
|
|
|
- |
|
|
|
150,000 |
|
|
|
- |
|
Total liabilities
|
|
|
- |
|
|
|
150,000 |
|
|
|
6,582,399 |
|
|
|
$ |
8,162 |
|
|
$ |
(150,000 |
) |
|
$ |
(6,582,399 |
) |
|
|
Fair Value Measurements at July 31, 2021
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
40,321 |
|
|
$ |
- |
|
|
$ |
- |
|
Total assets
|
|
|
40,321 |
|
|
|
- |
|
|
|
- |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible judgments payable
|
|
|
- |
|
|
|
- |
|
|
|
15,591,498 |
|
Note payable, SBA loan
|
|
|
- |
|
|
|
150,000 |
|
|
|
- |
|
Total liabilities
|
|
|
- |
|
|
|
150,000 |
|
|
|
15,591,498 |
|
|
|
$ |
40,321 |
|
|
$ |
(150,000 |
) |
|
$ |
(15,591,498 |
) |
Order, including any obligation to issue the 486,850,070 shares …
and …. to receive shares in any of the other Issuers is hereby
extinguished. The 19,438,077 shares, which Halberd was obligated to
issue SCI shall increase to 321,943,143, to reflect the
corresponding decrease in its share
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q/A
Amendment No. 2
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended April 30, 2022
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Commission file number: 333-157958
HALBERD
CORPORATION
|
(Exact name of registrant as specified in its charter)
|
Colorado
|
|
87-3538414
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
P.O. Box
25
Jackson Center,
Pennsylvania 16133
(Address of principal executive offices) (zip code)
(814)
786-8849
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Common
|
|
HALB
|
|
N/A
|
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☒ No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☐
|
|
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 7, 2022, there were 515,874,842 shares of
registrant’s common stock outstanding.
EXPLANATORY NOTE
On August 29, 2022, Halberd Corporation (“Halberd” or “the
Company”) filed its Quarterly Report on Form 10-Q for the period
ended April 30, 2022 (the “Original Form 10-Q”). This Amendment No.
1 (the “Amendment”) amends the Original Form 10-Q to correct the
presentation of corrections made to the Company’s historical
accounting treatment of its Convertible Judgments Payable as a
correction of an error, in accordance with Accounting Standards
Codification 250 – Accounting Changes and Error
Corrections (“ASC 250”). The Company had corrected its
accounting for the Convertible Judgments Payable in accordance with
ASC 450 – Contingencies, whereby the amount of the Court
Ordered liability is presented on the balance sheet, rather than
the underlying fair value of the common stock to be issued in
satisfaction of the debt, as disclosed in Note 4 of this report.
The comparative financial statements are now labeled as ‘Restated’
and the accompanying disclosures are presented in Note 3 of this
report. A new quarterly report with the correction is filed
hereto.
We will also file an amended Annual Report on Form 10 for the year
ended July 31, 2021 to reflect the restatements.
A discussion of the Company’s internal control over financial
reporting, a material weakness identified by the Company and the
actions taken by management are set forth in Item 4. Controls and
Procedures.
This Amendment speaks as of the original filing date and does not
reflect events occurring after the filing of the Original Form
10-Q. This Amendment does not otherwise update any exhibits as
originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), new
certifications by the Company’s principal executive officer and
principal financial officer are filed herewith as exhibits to this
Amendment pursuant to Rule 13a-14(a) of the Exchange Act and
Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350).
TABLE OF CONTENTS
PART I – FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HALBERD CORPORATION
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
April 30,
|
|
|
July 31,
|
|
|
|
2022
|
|
|
2021
|
|
ASSETS
|
|
(Unaudited)
|
|
|
(Restated)
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash
|
|
$ |
8,162 |
|
|
$ |
40,321 |
|
Prepaid expense
|
|
|
5,410 |
|
|
|
21,750 |
|
Total current assets
|
|
|
13,572 |
|
|
|
62,071 |
|
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
4,819 |
|
|
|
1,281 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
18,391 |
|
|
$ |
63,352 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
267,813 |
|
|
$ |
177,010 |
|
Accrued expenses
|
|
|
9,717 |
|
|
|
5,300 |
|
Convertible judgments payable
|
|
|
206,934 |
|
|
|
216,400 |
|
Total current liabilities
|
|
|
484,464 |
|
|
|
398,710 |
|
|
|
|
|
|
|
|
|
|
Long term liabilities:
|
|
|
|
|
|
|
|
|
Note payable, SBA loan
|
|
|
150,000 |
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
634,464 |
|
|
|
548,710 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit):
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 25,000,000 shares authorized,
10,000,000 shares issued and outstanding
|
|
|
1,000 |
|
|
|
1,000 |
|
Common stock, $0.0001 par value, 800,000,000 shares authorized,
513,650,338 and 511,621,968 shares issued and outstanding at April
30, 2022 and July 31, 2021, respectively
|
|
|
51,365 |
|
|
|
51,162 |
|
Additional paid in capital
|
|
|
5,516,115 |
|
|
|
4,282,530 |
|
Accumulated deficit
|
|
|
(6,184,553 |
) |
|
|
(4,820,050 |
) |
Total stockholders' equity (deficit)
|
|
|
(616,073 |
) |
|
|
(485,358 |
) |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity (deficit)
|
|
$ |
18,391 |
|
|
$ |
63,352 |
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
|
HALBERD CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
For the Nine Months Ended
|
|
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
Revenue
|
|
$ |
1,217 |
|
|
$ |
1,144 |
|
|
$ |
5,883 |
|
|
$ |
4,182 |
|
Cost of sales
|
|
|
- |
|
|
|
2,068 |
|
|
|
214 |
|
|
|
2,068 |
|
Gross profit
|
|
|
1,217 |
|
|
|
(924 |
) |
|
|
5,669 |
|
|
|
2,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
20,934 |
|
|
|
22,146 |
|
|
|
79,302 |
|
|
|
74,576 |
|
Research and development
|
|
|
203,408 |
|
|
|
199,664 |
|
|
|
710,788 |
|
|
|
471,446 |
|
Professional fees
|
|
|
72,509 |
|
|
|
5,500 |
|
|
|
575,541 |
|
|
|
52,948 |
|
Total operating expenses
|
|
|
296,851 |
|
|
|
227,310 |
|
|
|
1,365,631 |
|
|
|
598,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(295,634 |
) |
|
|
(228,234 |
) |
|
|
(1,359,962 |
) |
|
|
(596,856 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,538 |
) |
|
|
(1,400 |
) |
|
|
(4,541 |
) |
|
|
(18,939 |
) |
Total other income (expense)
|
|
|
(1,538 |
) |
|
|
(1,400 |
) |
|
|
(4,541 |
) |
|
|
(18,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(297,172 |
) |
|
$ |
(229,634 |
) |
|
$ |
(1,364,503 |
) |
|
$ |
(615,795 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic
|
|
|
512,867,867 |
|
|
|
366,469,029 |
|
|
|
512,028,140 |
|
|
|
432,475,901 |
|
Weighted average common shares outstanding - fully diluted
|
|
|
512,867,867 |
|
|
|
366,469,029 |
|
|
|
512,028,140 |
|
|
|
432,475,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
Net loss per common share - fully diluted
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
|
HALBERD CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIT)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended April 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2022 |
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
511,621,968 |
|
|
$ |
51,162 |
|
|
$ |
5,211,200 |
|
|
$ |
(5,887,381 |
) |
|
$ |
(624,019 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for settlement
of 3(a)(10) debts |
|
|
- |
|
|
|
- |
|
|
|
27,044,110 |
|
|
|
2,704 |
|
|
|
6,762 |
|
|
|
- |
|
|
|
9,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares cancelled |
|
|
- |
|
|
|
- |
|
|
|
(25,015,740 |
) |
|
|
(2,501 |
) |
|
|
2,501 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants granted for services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
28,152 |
|
|
|
- |
|
|
|
28,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed capital |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
267,500 |
|
|
|
- |
|
|
|
267,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended
April 30, 2022 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(297,172 |
) |
|
|
(297,172 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2022
|
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
513,650,338 |
|
|
$ |
51,365 |
|
|
$ |
5,516,115 |
|
|
$ |
(6,184,553 |
) |
|
$ |
(616,073 |
) |
|
|
For the Three Months Ended April 30, 2021
(Restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 31, 2021 |
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
419,621,968 |
|
|
$ |
41,962 |
|
|
$ |
3,859,531 |
|
|
$ |
(4,245,437 |
) |
|
$ |
(342,944 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for settlement
of 3(a)(10) debts |
|
|
- |
|
|
|
- |
|
|
|
52,000,000 |
|
|
|
5,200 |
|
|
|
13,000 |
|
|
|
- |
|
|
|
18,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed capital |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
217,500 |
|
|
|
- |
|
|
|
217,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended
April 30, 2021 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(229,634 |
) |
|
|
(229,634 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2021
|
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
471,621,968 |
|
|
$ |
47,162 |
|
|
$ |
4,090,031 |
|
|
$ |
(4,475,071 |
) |
|
$ |
(336,878 |
) |
|
|
For the Nine Months Ended April 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2021 |
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
511,621,968 |
|
|
$ |
51,162 |
|
|
$ |
4,282,530 |
|
|
$ |
(4,820,050 |
) |
|
$ |
(485,358 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for settlement
of 3(a)(10) debts |
|
|
- |
|
|
|
- |
|
|
|
27,044,110 |
|
|
|
2,704 |
|
|
|
6,762 |
|
|
|
- |
|
|
|
9,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares cancelled |
|
|
- |
|
|
|
- |
|
|
|
(25,015,740 |
) |
|
|
(2,501 |
) |
|
|
2,501 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants granted for services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
479,322 |
|
|
|
- |
|
|
|
479,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed capital |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
745,000 |
|
|
|
- |
|
|
|
745,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the nine months ended
April 30, 2022 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,364,503 |
) |
|
|
(1,364,503 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2022
|
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
513,650,338 |
|
|
$ |
51,365 |
|
|
$ |
5,516,115 |
|
|
$ |
(6,184,553 |
) |
|
$ |
(616,073 |
) |
|
|
For the Nine Months Ended April 30, 2021
(Restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2020 |
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
302,721,539 |
|
|
$ |
30,272 |
|
|
$ |
3,535,228 |
|
|
$ |
(3,859,276 |
) |
|
$ |
(292,776 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for the
exercise of warrants |
|
|
- |
|
|
|
- |
|
|
|
1,000,000 |
|
|
|
100 |
|
|
|
9,900 |
|
|
|
- |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for settlement
of 3(a)(10) debts |
|
|
- |
|
|
|
- |
|
|
|
167,900,429 |
|
|
|
16,790 |
|
|
|
41,975 |
|
|
|
- |
|
|
|
58,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants granted for services |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
20,612 |
|
|
|
- |
|
|
|
20,612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed capital |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
482,316 |
|
|
|
- |
|
|
|
482,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the nine months ended
April 30, 2021 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(615,795 |
) |
|
|
(615,795 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2021
|
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
471,621,968 |
|
|
$ |
47,162 |
|
|
$ |
4,090,031 |
|
|
$ |
(4,475,071 |
) |
|
$ |
(336,878 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
|
HALBERD CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended
|
|
|
|
April 30,
|
|
|
|
2022
|
|
|
2021
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
(Restated)
|
|
Net loss
|
|
$ |
(1,364,503 |
) |
|
$ |
(615,795 |
) |
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
315 |
|
|
|
- |
|
Common stock warrants issued for services
|
|
|
479,322 |
|
|
|
20,612 |
|
Decrease (increase) in assets:
|
|
|
|
|
|
|
|
|
Prepaid expense
|
|
|
16,340 |
|
|
|
(14,583 |
) |
Increase (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
90,803 |
|
|
|
69,529 |
|
Accrued expenses
|
|
|
4,417 |
|
|
|
3,839 |
|
Net cash used in operating activities
|
|
|
(773,306 |
) |
|
|
(536,398 |
) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
(3,853 |
) |
|
|
- |
|
Net used in investing activities
|
|
|
(3,853 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds received from exercise of warrants
|
|
|
- |
|
|
|
10,000 |
|
Proceeds received on capital contributions
|
|
|
745,000 |
|
|
|
482,315 |
|
Proceeds received from note payable, SBA loan
|
|
|
- |
|
|
|
150,000 |
|
Net cash provided by financing activities
|
|
|
745,000 |
|
|
|
642,315 |
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH
|
|
|
(32,159 |
) |
|
|
105,917 |
|
CASH AT BEGINNING OF PERIOD
|
|
|
40,321 |
|
|
|
2,086 |
|
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD
|
|
$ |
8,162 |
|
|
$ |
108,003 |
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
124 |
|
|
$ |
15,100 |
|
Income taxes paid
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Fair value of common stock issued on settlement of 3(a)(10)
debts
|
|
$ |
649,059 |
|
|
$ |
6,904,338 |
|
|
|
|
|
|
|
|
|
|
See accompanying notes to financial statements.
|
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
(Restated)
Note 1 – Basis of Presentation and Significant Accounting
Policies
Nature of
Business
Halberd Corporation (“Halberd”, “We”, “Us”, “the Company”) was
formed in the State of Nevada on January 26, 2009. It changed its
name to Tykhe Corporation on April 22, 2014, and then redomiciled
to Colorado and changed its name to Alaric Corporation on
January 25, 2017. On March 22, 2020, it changed its name to
HALB Transition Corporation, before completing a reorganization
whereby the name of the public company again became Halberd
Corporation, and Alaric Corporation then became its wholly-owned
subsidiary. The merger was accounted for as a reverse purchase
acquisition in accordance with the Financial Accounting Standards
Board’s (FASB) Accounting Standards Codification (ASC) 805-50,
whereby the financial statements of the Target company (Halberd
Corporation) were treated as the acquiring company, and the equity
section of the balance sheet and earnings per share of Halberd
Corporation were retroactively restated to reflect the effect of
the 1:1 exchange ratio of the equity of Alaric Corporation
exchanged for the equity of Halberd Corporation. There were no
assets or liabilities of either entity prior to the business
combination, therefore there was no Goodwill or gain or loss on the
business combination.
Halberd’s primary business is the pursuit of treatments for
neurodegenerative diseases, such as PTSD/ CTE (Post Traumatic
Stress Disorder/Chronic Traumatic Encephalopathy), Alzheimer's
Disease, Parkinson's Disease, etc.
Basis of Accounting
Our financial statements are prepared using the accrual method of
accounting as generally accepted in the United States of America
(U.S. GAAP) and the rules of the Securities and Exchange Commission
(SEC).
Basis of
Presentation
The accompanying financial statements include the accounts of the
following entities, all of which are under common control and
ownership as of the date of this report:
Name of Entity
|
|
Form of Entity
|
|
Jurisdiction
|
|
Relationship
|
|
|
|
|
|
|
|
Halberd Corporation
|
|
Corporation
|
|
Colorado
|
|
Parent
|
Alaric Corporation (1)(2)
|
|
Corporation
|
|
Colorado
|
|
Subsidiary
|
Halberd UK, Ltd. (1)(2)
|
|
Corporation
|
|
England and Wales, United Kingdom
|
|
Subsidiary |
(1) Wholly-owned subsidiary
of Halberd Corporation
(2) No activity to date
All significant inter-company transactions have been eliminated in
the preparation of these financial statements.
These statements reflect all adjustments, which in the opinion of
management, are necessary for fair presentation of the information
contained therein. Except as otherwise disclosed, all such
adjustments are of a normal recurring nature. It is suggested that
these unaudited financial statements be read in conjunction with
the financial statements of the Company for the year ended July 31,
2021 and notes thereto included in the Company's annual report.
The Company has adopted a fiscal year end of July 31st.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and the disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Segment
Reporting
FASB ASC 280-10-50 requires annual and interim reporting for an
enterprise’s operating segments and related disclosures about its
products, services, geographic areas and major customers. An
operating segment is defined as a component of an enterprise that
engages in business activities from which it may earn revenues and
expenses, and about which separate financial information is
regularly evaluated by the chief operating decision maker in
deciding how to allocate resources. All of the Company’s stores are
considered operating segments, and will be aggregated into one
reportable segment given the similarities in economic
characteristics among the operations represented by the stores and
the common nature of the products, customers and methods of
distribution.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
Fair Value of Financial
Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board
establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair
value measurements. This Statement reaffirms that fair value is the
relevant measurement attribute. The adoption of this standard did
not have a material effect on the Company’s financial statements as
reflected herein. The carrying amounts of cash, accounts payable
and accrued expenses reported on the balance sheet are estimated by
management to approximate fair value primarily due to the
short-term nature of the instruments. The Company had a convertible
note payable that required fair value measurement on a recurring
basis.
Revenue
Recognition
The Company recognizes revenue in accordance with ASC 606 — Revenue
from Contracts with Customers. Under Topic 606, revenue is
recognized when control of the promised goods or services is
transferred to our customers, in an amount that reflects the
consideration we expect to be entitled to in exchange for those
goods or services.
We determine revenue recognition through the following steps:
|
●
|
identification of the contract, or contracts, with a customer;
|
|
●
|
identification of the performance obligations in the contract;
|
|
●
|
determination of the transaction price;
|
|
●
|
allocation of the transaction price to the performance obligations
in the contract; and
|
|
●
|
recognition of revenue when, or as, we satisfy a performance
obligation.
|
The Company’s revenues currently consist of the sale of CBD
products, including patches, roll-on applications, sprays and
ointments. These products are primarily sold direct-to-consumers
online, and occasionally directly to local pharmacies.
Sales are recorded when the earnings process is complete or
substantially complete, and the revenue is measurable and
collectability is reasonably assured, which is typically when
products are shipped. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments
are provided for in the same period the related sales are recorded.
The Company defers any revenue from sales in which payment has been
received, but the earnings process has not been completed.
Cost of Merchandise Sales
and Occupancy Costs
Cost of merchandise sales and occupancy costs includes the
following types of expenses: purchase price of inventory sold,
including inbound freight charges; shipping and handling costs;
inventory shrinkage costs and valuation adjustments; payroll and
benefits costs; store occupancy costs, including rent, common area
maintenance, property taxes, utilities, insurance, and depreciation
of leasehold improvements and capitalized lease assets. Also
included in cost of merchandise sales and occupancy costs is
certain consideration received from vendors for vendor rebates,
allowances and discounts.
Advertising and
Promotion
All costs associated with advertising and promoting products are
expensed as incurred. These expenses approximated $53,936 and
$46,624 for the nine months ended April 30, 2022 and 2021,
respectively, as presented in general and administrative expenses
within the consolidated statements of operations.
Research and
Development
The Company performs research and development on its extracorporeal
technological method of treating many disease states, including
Alzheimer’s Disease, PTSD, Parkinson’s Disease, epilepsy and other
neurodegenerative diseases, sepsis, meningitis and pandemics. The
Company currently does not have any employees dedicated to research
and development, but outsources these activities to Arizona State
University (ASU) pursuant to an Industry Sponsored Research
Agreement, which the Company and ASU entered into on September 1,
2020 (Research Agreement). The Research Agreement, which terminates
on November 30, 2022, calls for monthly payments of $50,000, not to
exceed $1,371,782, The Company’s research and development
activities have primarily been funded by Epidemiologic Solutions
Corp.). In accordance with ASC 730-10-25, these expenditures
contracted to another party are expensed as incurred. These
expenses approximated $710,788 and $471,446 for the nine months
ended April 30, 2022 and 2021, respectively.
Income Taxes
The Company recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets
and liabilities using the enacted tax rates and laws that are
expected to be in effect when the differences are expected to be
recovered. The Company provides a valuation allowance for deferred
tax assets for which it does not consider realization of such
assets to be more likely than not.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
Basic and Diluted Loss per
Share
The basic net loss per common share is computed by dividing the net
loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net
loss adjusted on an “as if converted” basis, by the weighted
average number of common shares outstanding plus potential dilutive
securities. For the periods presented, there were no outstanding
potential common stock equivalents and therefore basic and diluted
earnings per share result in the same figure.
Stock-Based
Compensation
The Company accounts for equity instruments issued to employees in
accordance with the provisions of ASC 718 Stock Compensation (ASC
718) and Equity-Based Payments to Non-employees pursuant to ASC
2018-07 (ASC 2018-07). All transactions in which goods or services
are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument
issued, whichever is more reliably measurable. The measurement date
of the fair value of the equity instrument issued is the earlier of
the date on which the counterparty's performance is complete or the
date at which a commitment for performance by the counterparty to
earn the equity instruments is reached because of sufficiently
large disincentives for nonperformance.
Uncertain Tax
Positions
In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company
recognizes the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be capable of
withstanding examination by the taxing authorities based on the
technical merits of the position. These standards prescribe a
recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. These standards also provide
guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition.
Various taxing authorities periodically audit the Company’s income
tax returns. These audits include questions regarding the Company’s
tax filing positions, including the timing and amount of deductions
and the allocation of income to various tax jurisdictions. In
evaluating the exposures connected with these various tax filing
positions, including state and local taxes, the Company records
allowances for probable exposures. A number of years may elapse
before a particular matter, for which an allowance has been
established, is audited and fully resolved. The Company has not yet
undergone an examination by any taxing authorities.
The assessment of the Company’s tax position relies on the judgment
of management to estimate the exposures associated with the
Company’s various filing positions.
Adoption of New Accounting
Standards and Recently Issued Accounting Pronouncements
There are no recently issued accounting pronouncements that the
Company has yet to adopt that are expected to have a material
effect on its financial position, results of operations, or cash
flows.
Note 2 – Going Concern
As shown in the accompanying condensed consolidated financial
statements, the Company has incurred recurring losses from
operations resulting in an accumulated deficit of $6,184,553,
negative working capital of $470,892, and as of April 30, 2022, the
Company’s cash on hand may not be sufficient to sustain operations.
These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management is actively pursuing new
customers to increase revenues. In addition, the Company is
currently seeking additional sources of capital to fund short term
operations. Management believes these factors will contribute
toward achieving profitability. The accompanying consolidated
financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going
concern.
The consolidated financial statements do not include any
adjustments that might result from the outcome of any uncertainty
as to the Company’s ability to continue as a going concern. These
financial statements also do not include any adjustments relating
to the recoverability and classification of recorded asset amounts,
or amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going
concern.
Note 3 – Explanation of our Restatement
The Company is filing this Amendment No. 1 on Form 10-Q/A to its
Quarterly Report for the period ended April 30, 2022, which was
filed with the Securities and Exchange Commission (“SEC”) on August
29, 2022 (the “Original Report”) in response to certain issues set
forth in our Current Report on Form 8-K filed with the SEC on
September 15, 2022 (the “Form 8-K”). The financial statements
contained in our Quarterly Report on Form 10-Q for the period ended
April 30, 2022 require restatement in order to correct the
presentation of its Convertible Judgments Payable and additional
Accounts Payable as a correction of an error. In accordance with
Accounting Standards Codification 250 – Accounting Changes and
Error Corrections (“ASC 250”), the Company has amended its
financial statements to indicate that the comparative periods have
been restated. The changes in our consolidated financial statements
are summarized, below.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
HALBERD CORPORATION
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
As Originally
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
|
|
|
As Restated
|
|
|
|
July 31,
|
|
|
|
|
|
July 31,
|
|
|
|
2021
|
|
|
Adjusted
|
|
|
2021
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
40,321 |
|
|
$ |
- |
|
|
$ |
40,321 |
|
Prepaid expense
|
|
|
21,750 |
|
|
|
- |
|
|
|
21,750 |
|
Total current assets
|
|
|
62,071 |
|
|
|
- |
|
|
|
62,071 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
1,281 |
|
|
|
- |
|
|
|
1,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
63,352 |
|
|
$ |
- |
|
|
$ |
63,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
92,315 |
|
|
$ |
84,695 |
|
|
$ |
177,010 |
|
Accrued expenses
|
|
|
5,300 |
|
|
|
- |
|
|
|
5,300 |
|
Convertible judgments payable
|
|
|
15,591,498 |
|
|
|
(15,375,098 |
) |
|
|
216,400 |
|
Total current liabilities
|
|
|
15,689,113 |
|
|
|
(15,290,403 |
) |
|
|
398,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Note payable, SBA loan
|
|
|
150,000 |
|
|
|
- |
|
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
15,839,113 |
|
|
|
(15,290,403 |
) |
|
|
548,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 25,000,000 shares
|
|
|
|
|
|
|
|
|
|
|
|
|
authorized, 10,000,000 shares issued and outstanding
|
|
|
1,000 |
|
|
|
- |
|
|
|
1,000 |
|
Common stock, $0.0001 par value, 800,000,000 shares authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
511,621,968 shares issued and outstanding at July 31, 2021
|
|
|
51,162 |
|
|
|
- |
|
|
|
51,162 |
|
Additional paid in capital
|
|
|
4,282,530 |
|
|
|
- |
|
|
|
4,282,530 |
|
Accumulated deficit
|
|
|
(20,110,453 |
) |
|
|
15,290,403 |
|
|
|
(4,820,050 |
) |
Total stockholders' equity (deficit)
|
|
|
(15,775,761 |
) |
|
|
15,290,403 |
|
|
|
(485,358 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity (deficit)
|
|
$ |
63,352 |
|
|
$ |
- |
|
|
$ |
63,352 |
|
See accompanying notes to financial statements.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
HALBERD CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
|
For the Three Months Ended April 30, 2021
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
As Originally
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
1,144 |
|
|
$ |
- |
|
|
$ |
1,144 |
|
Cost of sales
|
|
|
2,068 |
|
|
|
- |
|
|
|
2,068 |
|
Gross profit
|
|
|
(924 |
) |
|
|
- |
|
|
|
(924 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
22,146 |
|
|
|
- |
|
|
|
22,146 |
|
Research and development
|
|
|
114,969 |
|
|
|
84,695 |
|
|
|
199,664 |
|
Professional fees
|
|
|
5,500 |
|
|
|
- |
|
|
|
5,500 |
|
Total operating expenses
|
|
|
142,615 |
|
|
|
84,695 |
|
|
|
227,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(143,539 |
) |
|
|
(84,695 |
) |
|
|
(228,234 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on mark-to-market fair value adjustment of settlements
payable
|
|
|
(1,559,024 |
) |
|
|
1,559,024 |
|
|
|
- |
|
Interest expense
|
|
|
(1,400 |
) |
|
|
- |
|
|
|
(1,400 |
) |
Total other income (expense)
|
|
|
(1,560,424 |
) |
|
|
1,559,024 |
|
|
|
(1,400 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(1,703,963 |
) |
|
$ |
1,474,329 |
|
|
$ |
(229,634 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic
|
|
|
366,469,029 |
|
|
|
366,469,029 |
|
|
|
366,469,029 |
|
Weighted average common shares outstanding - fully diluted
|
|
|
366,469,029 |
|
|
|
366,469,029 |
|
|
|
366,469,029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic
|
|
$ |
(0.00 |
) |
|
$ |
0.00 |
|
|
$ |
(0.00 |
) |
Net loss per common share - fully diluted
|
|
$ |
(0.00 |
) |
|
$ |
0.00 |
|
|
$ |
(0.00 |
) |
See accompanying notes to financial statements.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
HALBERD CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
|
For the Nine Months Ended April 30, 2021
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
As Originally
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
As Restated
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
4,182 |
|
|
$ |
- |
|
|
$ |
4,182 |
|
Cost of sales
|
|
|
2,068 |
|
|
|
- |
|
|
|
2,068 |
|
Gross profit
|
|
|
2,114 |
|
|
|
- |
|
|
|
2,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
74,576 |
|
|
|
- |
|
|
|
74,576 |
|
Research and development
|
|
|
386,751 |
|
|
|
84,695 |
|
|
|
471,446 |
|
Professional fees
|
|
|
52,948 |
|
|
|
- |
|
|
|
52,948 |
|
Total operating expenses
|
|
|
514,275 |
|
|
|
84,695 |
|
|
|
598,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(512,161 |
) |
|
|
(84,695 |
) |
|
|
(596,856 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on mark-to-market fair value adjustment of settlements
payable
|
|
|
(13,331,550 |
) |
|
|
13,331,550 |
|
|
|
- |
|
Interest expense
|
|
|
(18,939 |
) |
|
|
- |
|
|
|
(18,939 |
) |
Total other income (expense)
|
|
|
13,312,611 |
|
|
|
13,331,550 |
|
|
|
(18,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(13,862,650 |
) |
|
$ |
13,246,855 |
|
|
$ |
(615,795 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic
|
|
|
432,475,901 |
|
|
|
432,475,901 |
|
|
|
432,475,901 |
|
Weighted average common shares outstanding - fully diluted
|
|
|
432,475,901 |
|
|
|
432,475,901 |
|
|
|
432,475,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic
|
|
$ |
(0.03 |
) |
|
$ |
0.03 |
|
|
$ |
(0.00 |
) |
Net loss per common share - fully diluted
|
|
$ |
(0.03 |
) |
|
$ |
0.03 |
|
|
$ |
(0.00 |
) |
See accompanying notes to financial statements.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
HALBERD CORPORATION
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
For the Nine Months Ended April 30, 2021
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
As Originally
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
As Restated
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(13,862,650 |
) |
|
$ |
13,246,855 |
|
|
$ |
(615,795 |
) |
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on mark-to-market fair value adjustment of settlements
payable
|
|
|
13,331,550 |
|
|
|
(13,331,550 |
) |
|
|
- |
|
Common stock warrants issued for services
|
|
|
20,612 |
|
|
|
- |
|
|
|
20,612 |
|
Decrease (increase) in assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expense
|
|
|
(14,583 |
) |
|
|
- |
|
|
|
(14,583 |
) |
Increase (decrease) in liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
(15,166 |
) |
|
|
84,695 |
|
|
|
69,529 |
|
Accrued expenses
|
|
|
3,839 |
|
|
|
- |
|
|
|
3,839 |
|
Net cash used in operating activities
|
|
|
(536,398 |
) |
|
|
- |
|
|
|
(536,398 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds received from exercise of warrants
|
|
|
10,000 |
|
|
|
- |
|
|
|
10,000 |
|
Proceeds received on capital contributions
|
|
|
482,315 |
|
|
|
- |
|
|
|
482,315 |
|
Proceeds received from note payable, SBA loan
|
|
|
150,000 |
|
|
|
- |
|
|
|
150,000 |
|
Net cash provided by financing activities
|
|
|
642,315 |
|
|
|
- |
|
|
|
642,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH
|
|
|
105,917 |
|
|
|
- |
|
|
|
105,917 |
|
CASH AT BEGINNING OF PERIOD
|
|
|
2,086 |
|
|
|
- |
|
|
|
2,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD
|
|
$ |
108,003 |
|
|
$ |
- |
|
|
$ |
108,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
15,100 |
|
|
$ |
- |
|
|
$ |
15,100 |
|
Income taxes paid
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of common stock issued on settlement of 3(a)(10)
debts
|
|
$ |
6,904,338 |
|
|
$ |
- |
|
|
$ |
6,904,338 |
|
See accompanying notes to financial statements.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
Note 4 – Convertible Judgments Payable and Contingent
Liabilities
On May 7, 2014, the Company entered into a court ordered settlement
in Securities Counselors, Inc. v. Halberd Corporation,
Case No. 13 L 00000668 for a total of $279,447 that is to be
settled with the payment of 441,278,914 shares of common stock to
be issued in tranches pursuant to a Section 3(a)(10) exemption from
the Securities Act of 1933's registration requirements. Through
April 30, 2022, there were a total of 162,588,671 shares issued in
partial extinguishment of this nonmonetary obligation. As of April
30, 2022, there was a balance outstanding of $176,485 on this
judgment that could be converted into approximately 278,690,243
shares of the Company’s common stock at a rate of approximately
$0.00063 per share.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
On November 25, 2014, in Securities Counselors, Inc. v. Texas
Wyoming Drilling, Inc., Case No. 14 L 825, Halberd
Corporation, then named Tykhe Corporation, agreed to a settlement
in the amount of $2,822,209, whereby the Company agreed to issue
486,850,070 shares of its common stock at an issuance price of
$0.0057969 per-share in exchange for an interest in various
cannabis farming operations in accordance with the November 25,
2014 court order. This November 25, 2014 court order covered
several different public companies which participated in this
initiative, agreeing to issue shares in exchange for interests in
such cannabis farming operations. The Texas Wyoming court order
further provided that Securities Counselors Inc. was entitled to
19,438,077 shares of common stock in Halberd Corporation in
extinguishment of its accrued liability of $112,680.10 for
additional legal services rendered, which were in addition to the
legal services rendered immediately prior to, and covered by, the
Securities Counselors, Inc. v. Halberd Corporation Case
No. 13 L 00000668.
That November 25, 2014, Securities Counselors, Inc. v. Texas
Wyoming Drilling, Inc. order, however, was later modified in
May 2016, effectively extinguishing for Halberd, both the
obligation to issue shares as well as any entitlements with respect
thereto, except for the share entitlement for legal services. The
most relevant provisions relating to this matter of Securities
Counselors, Inc. v. Texas Wyoming Drilling, Inc. appear in
paragraph 6 stating as follows: “Halberd is hereby relieved of its
obligations in accordance with the Securities Counselors, Inc.
v. Texas Wyoming Drilling, Inc. 2014 Order, including any
obligation to issue the 486,850,070 shares … and …. to receive
shares in any of the other Issuers is hereby extinguished. The
19,438,077 shares, which Halberd was obligated to issue SCI shall
increase to 321,943,143, to reflect the corresponding decrease in
its share price.” Mathematically, the $112,680 divided by the
321,943,143 shares is $0.00035 per-share.
As of April 30, 2022, there was a balance outstanding of $30,449 on
this judgment that could be converted into approximately 86,998,604
shares of the Company’s common stock at a rate of approximately
$0.00035 per share. A total of 234,944,539 shares were issued in
satisfaction of approximately $82,231 of this obligation over
various dates from August 5, 2020 through February 18, 2022.
The Company has accounted for its judgment liability in accordance
with ASC 450 - Contingencies, whereby the judgments
presented above are carried at the amount of the court ordered
judgments, as the losses were both probable and reasonably
estimated at the time the judgments were ordered, therefore they
have been recognized as liabilities on the balance sheets in the
amounts of the court orders. The judgments are to be settled in
shares of the Company’s common stock at fixed prices per share,
which could result in the issuance of an aggregate 392,732,957
shares of the Company’s common stock.
Note 5 – Fair Value of Financial
Instruments
Under FASB ASC 820-10-5, fair value is defined 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 (an exit price). The standard outlines a valuation
framework and creates a fair value hierarchy in order to increase
the consistency and comparability of fair value measurements and
the related disclosures. Under GAAP, certain assets and liabilities
must be measured at fair value, and FASB ASC 820-10-50 details the
disclosures that are required for items measured at fair value.
The Company has certain financial instruments that must be measured
under the new fair value standard. The Company’s financial assets
and liabilities are measured using inputs from the three levels of
the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities that the Company has the ability to
access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or
similar assets or liabilities in markets that are not active,
inputs other than quoted prices that are observable for the asset
or liability (e.g., interest rates, yield curves, etc.), and inputs
that are derived principally from or corroborated by observable
market data by correlation or other means (market corroborated
inputs).
Level 3 - Unobservable inputs that reflect our assumptions about
the assumptions that market participants would use in pricing the
asset or liability.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
The following schedule summarizes the valuation of financial
instruments at fair value on a recurring basis in the balance
sheets as of April 30, 2022 and July 31, 2021,
respectively:
|
|
Fair Value Measurements at April 30, 2022
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
8,162 |
|
|
$ |
- |
|
|
$ |
- |
|
Total assets
|
|
|
8,162 |
|
|
|
- |
|
|
|
- |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible judgments payable
|
|
|
- |
|
|
|
6,582,399
|
|
|
|
-
|
|
Note payable, SBA loan
|
|
|
- |
|
|
|
150,000 |
|
|
|
- |
|
Total liabilities
|
|
|
- |
|
|
|
6,732,399 |
|
|
|
- |
|
|
|
$ |
8,162 |
|
|
$ |
(6,732,399 |
) |
|
$ |
- |
|
|
|
Fair Value Measurements at July 31, 2021
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
40,321 |
|
|
$ |
- |
|
|
$ |
- |
|
Total assets
|
|
|
40,321 |
|
|
|
- |
|
|
|
- |
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible judgments payable
|
|
|
- |
|
|
|
15,591,498 |
|
|
|
- |
|
Note payable, SBA loan
|
|
|
- |
|
|
|
150,000 |
|
|
|
- |
|
Total liabilities
|
|
|
- |
|
|
|
15,741,498 |
|
|
|
- |
|
|
|
$ |
40,321 |
|
|
$ |
(15,741,498 |
) |
|
$ |
- |
|
The fair value of our convertible judgments payable is based on the
fair market value of the underlying shares that are to be used to
settle the judgments, and are considered Level 3 inputs as
defined by ASC Topic 820-10-35. The fair value is based on the exit
price using the Company’s common stock at the balance sheet dates.
The fair value is greater than the amounts presented on the balance
sheets as follows:
|
|
April 30,
|
|
|
July 31,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Fair value of convertible judgments payable
|
|
$ |
6,582,399 |
|
|
$ |
15,591,498 |
|
Historical value of convertible judgments payable on balance
sheets
|
|
|
206,935 |
|
|
|
216,400 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,375,464 |
|
|
$ |
15,375,098 |
|
There were no transfers of financial assets or liabilities between
Level 1, Level 2 and Level 3 inputs for the nine months ended
April 30, 2022 or the year ended July 31, 2021.
Note 6 – Note Payable, SBA Loan
Note payable, SBA loan consisted of the following at April 30, 2022
and July 31, 2021, respectively:
|
|
April 30,
|
|
|
July 31,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
On September 2, 2020, the Company, borrowed $150,000 from Standard
Financing, pursuant to a Promissory Note issued by the Company to
Standard Financing (the “SBA Loan”). The loan was made pursuant to
the Covid-19 Economic Injury Disaster Loan Program established as
part of the Coronavirus Aid, Relief, and Economic Security Act (the
“EIDL Program”). The SBA Loan carried interest at 3.75% per annum,
payable in $731 monthly payments over thirty (30) years from the
date of the note, with the initial payment deferred until September
2, 2022.
|
|
$ |
150,000 |
|
|
$ |
150,000 |
|
|
|
|
|
|
|
|
|
|
Total note payable, SBA loan
|
|
$ |
150,000 |
|
|
$ |
150,000 |
|
The Company recorded interest expense on notes payable in the
amount of $4,417 and $3,839 for the nine months ended April 30,
2022 and 2021, respectively.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
Note 7 – Changes in Stockholders’ Equity
(Deficit)
Series A Preferred
Stock
The Company is authorized to issue 25,000,000 shares of preferred
stock with a par value of $0.0001 per share, of which 10,000,000
have been designated as Series A Preferred Stock (“Series A
Preferred”), with the remaining 15,000,000 shares available for
designation from time to time by the Board as set forth below. As
of April 30, 2022, there were 10,000,000 shares of Series A
Preferred issued and outstanding. The Board of Directors is
authorized to determine any number of series into which the
undesignated shares of preferred stock may be divided and to
determine the rights, preferences, privileges and restrictions
granted to any series of the preferred stock.
Common Stock
Common stock consists of $0.0001 par value, 800,000,000 shares
authorized, of which 513,650,338 shares were issued and outstanding
as of April 30, 2022.
Common Stock Issued in
Satisfaction of Convertible Judgments Payable
On February 18, 2022, the Company issued 27,044,110 shares in
satisfaction of $9,466 of Judgments Payable at a conversion rate of
$0.00035 per share pursuant to a court ordered judgment under Rule
3(a)(10).
Cancellation of Common
Stock
On February 21, 2022, the Company cancelled 25,015,740 previously
issued shares due to non-performance.
Contributed
Capital
On various dates between August 1, 2021 and April 27, 2022,
Epidemiologic Solutions Corp. contributed capital in the combined
amount of $745,000 to pay expenses for operations, primarily for
its research and development.
Note 8 – Common Stock Warrants
Warrants to purchase a total of 485,850,000 shares of common stock
at a weighted average strike price of $0.01 were outstanding as of
April 30, 2022.
Warrants Granted for
Services
On April 24, 2022, the Company issued warrants to purchase
1,000,000 shares, exercisable at $0.019 per share over a ten-year
term, to an individual for services provided. The estimated fair
value of the warrants using the Black-Scholes Pricing Model, based
on a weighted average volatility rate of 239% and a weighted
average call option value of $0.0188, was $18,768.
On April 24, 2022, the Company issued warrants to purchase 500,000
shares, exercisable at $0.019 per share over a ten-year term, to an
individual for services provided. The estimated fair value of the
warrants using the Black-Scholes Pricing Model, based on a weighted
average volatility rate of 239% and a weighted average call option
value of $0.0188, was $9,384.
On January 22, 2022, the Company issued warrants to purchase
750,000 shares, exercisable at $0.0196 per share over a ten-year
term, to an individual for services provided. The estimated fair
value of the warrants using the Black-Scholes Pricing Model, based
on a weighted average volatility rate of 292% and a weighted
average call option value of $0.0196, was $14,685.
On January 15, 2022, the Company issued warrants to purchase
10,000,000 shares, exercisable at $0.0206 per share over a ten-year
term, to an individual for services provided. The estimated fair
value of the warrants using the Black-Scholes Pricing Model, based
on a weighted average volatility rate of 293% and a weighted
average call option value of $0.0206, was $205,788.
On December 15, 2021, the Company issued warrants to purchase
1,000,000 shares, exercisable at $0.0175 per share over a ten-year
term, to an individual for services provided. The estimated fair
value of the warrants using the Black-Scholes Pricing Model, based
on a weighted average volatility rate of 297% and a weighted
average call option value of $0.0175, was $17,484.
On December 5, 2021, the Company issued warrants to purchase
10,000,000 shares, exercisable at $0.0188 per share over a ten-year
term, to an individual for services provided. The estimated fair
value of the warrants using the Black-Scholes Pricing Model, based
on a weighted average volatility rate of 300% and a weighted
average call option value of $0.0188, was $187,853.
On December 5, 2021, the Company issued warrants to purchase
1,000,000 shares, exercisable at $0.0188 per share over a ten-year
term, to an individual for services provided. The estimated fair
value of the warrants using the Black-Scholes Pricing Model, based
on a weighted average volatility rate of 300% and a weighted
average call option value of $0.0188, was $18,785.
On December 5, 2021, the Company issued warrants to purchase
350,000 shares, exercisable at $0.0188 per share over a ten-year
term, to an individual for services provided. The estimated fair
value of the warrants using the Black-Scholes Pricing Model, based
on a weighted average volatility rate of 300% and a weighted
average call option value of $0.0188, was $6,575.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
Amended Warrants
On December 5, 2021, the Company cancelled previously issued
warrants to purchase 250,000 shares, exercisable at $0.0235 per
share and issued new warrants to purchase 250,000 shares,
exercisable at $0.0188 per share over a ten-year term, to an
individual for services provided. The estimated fair value of the
warrants using the Black-Scholes Pricing Model, based on a weighted
average volatility rate of 300% and a weighted average call option
value of $0.0188, was $4,696, which was not materially different
than the value of the cancelled warrants.
Note 9 – Income Taxes
The Company accounts for income taxes under FASB ASC 740-10, which
requires use of the liability method. FASB ASC 740-10-25 provides
that deferred tax assets and liabilities are recorded based on the
differences between the tax basis of assets and liabilities and
their carrying amounts for financial reporting purposes, referred
to as temporary differences.
As of April 30, 2022, the Company incurred a taxable net operating
loss and, accordingly, no provision for income taxes has been
recorded. In addition, no benefit for income taxes has been
recorded due to the uncertainty of the realization of any tax
assets. The Company had approximately $3,935,000 of federal net
operating loss carry forwards at April 30, 2022. The net operating
loss carry forwards, if not utilized, will begin to expire in
2029.
The components of the Company’s deferred tax asset are as
follows:
|
|
April 30,
|
|
|
July 31,
|
|
|
|
2022
|
|
|
2021
|
|
Deferred tax assets:
|
|
|
|
|
|
|
Net operating loss carry forwards
|
|
$ |
826,350 |
|
|
$ |
640,500 |
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets before valuation allowance
|
|
$ |
826,350 |
|
|
$ |
640,500 |
|
Less: Valuation allowance
|
|
|
(826,350 |
) |
|
|
(640,500 |
) |
Net deferred tax assets
|
|
$ |
- |
|
|
$ |
- |
|
Based on the available objective evidence, including the Company’s
history of losses, management believes it is more likely than not
that the net deferred tax assets will not be fully realizable.
Accordingly, the Company provided for a full valuation allowance
against its net deferred tax assets at April 30, 2022 and July 31,
2021, respectively. The Company had no uncertain tax positions as
of April 30, 2022. A reconciliation between the amounts of
income tax benefit determined by applying the applicable U.S. and
State statutory income tax rate to pre-tax loss is as follows:
|
|
April 30,
|
|
|
July 31,
|
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
Federal and state statutory rate
|
|
|
21 |
% |
|
|
21 |
% |
Change in valuation allowance on deferred tax assets
|
|
(21%)
|
|
|
(21%)
|
|
Note 10 – Commitments and Contingencies
The Company may be involved in various inquiries, administrative
proceedings and litigation relating to matters arising from our
operations prior to the change in management and spin-off of our
subsidiary on July 31, 2012. The Company is not currently a
defendant in any material litigation and is not aware of any
threatened litigation that could have a material effect on the
Company. Management is not able to estimate the minimum loss to be
incurred, if any, as a result of the final outcome of these matters
but believes they are not likely to have a material adverse effect
upon the Company’s financial position or results of operations and,
accordingly, no provision for loss has been recorded.
Halberd Corporation
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
The Company has received a binding funding commitment from
Epidemiological Solutions Corporation, a charitable organization
recently approved by the Internal Revenue Service and qualified
under Internal Revenue Code section 501(c)(3), for $2,000,000 to
fund the Company’s research and development endeavors. As of April
30, 2022, $889,782 had been paid on this commitment, beginning with
the first payment of $21,782 on, or about, September 2, 2020, as
presented as Contributed Capital within the Statement of
Stockholders Equity (Deficit). The charitable organization is
committed to monthly payments of $50,000 pursuant to its sponsored
research agreement with Arizona State University.
The Company performs research and development on its extracorporeal
technological method of treating many disease states, including
Alzheimer’s Disease, PTSD, Parkinson’s Disease, epilepsy and other
neurodegenerative diseases, sepsis, meningitis and pandemics. These
research and development activities are outsourced to Arizona State
University (ASU) pursuant to an Industry Sponsored Research
Agreement, which the Company and ASU entered into on September 1,
2020 (Research Agreement). The Research Agreement, which terminates
on November 30, 2022, calls for monthly payments of $50,000, not to
exceed $1,371,782. As of July 31, 2021, the Company has paid
an aggregate $521,782, leaving $850,000 owed on the agreement.
On May 7, 2014, the Company entered into a court ordered settlement
for a total of $279,447 that is to be settled with the payment of
shares of common stock pursuant to a Section 3(a)(10) exemption
from the Securities Act of 1933's registration requirements. As of
April 30, 2022, there was a balance outstanding of $176,485 on this
judgment that could be converted into approximately 278,690,243
shares of the Company’s common stock at a rate of approximately
$0.00063 per share.
On November 25, 2014, a judgment in the amount of $2,934,889 was
awarded against the Company’s wholly-owned subsidiary, Alaric
Corporation. On April 29, 2016, a total of $2,822,209 of this was
relinquished pursuant to an exchange of properties. The remaining
$112,680 judgment was replaced on May 4, 2016, pursuant to a new
judgment. As of April 30, 2022, there was a balance outstanding of
$30,449 on this judgment that could be converted into approximately
86,998,604 shares of the Company’s common stock at a rate of
approximately $0.00035 per share.
As of April 30, 2022 and 2021, the aggregate market value of the
Company’s judgments payable in common stock was $6,582,399 and
$16,876,585, respectively, based on the closing stock prices of
$0.018 and $0.039 per share, respectively.
Note 11 – Subsequent Events
The Company evaluates events that have occurred after the balance
sheet date through the date hereof, which these financial
statements were issued. No events occurred of a material nature
that would have required adjustments to or disclosure in these
financial statements except as follows:
Warrant Exercise
On June 1, 2022, a warrant holder exercised warrants to purchase
10,000,000 shares of common stock. The warrants were exercised on a
cashless basis, resulting in the issuance of 4,252,874 shares of
common stock.
Warrant Issuance
On
August 2, 2022, the Company awarded warrants to a consultant to
purchase 250,000 shares of common stock at an exercise price of
$0.0128 per share, execrable over a ten-year period.
Capital
Contributions
On May 5, 2022, the Company received $50,000 in contributed capital
from Epidemiologic Solutions Corp.
Cancellation of Common
Stock
On July 22, 2022, the Company cancelled 2,028,370 previously issued
shares due to non-performance.
Item 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Our Management’s Discussion and Analysis contains not only
statements that are historical facts, but also statements that are
forward-looking (within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934). Forward-looking statements are, by their very nature,
uncertain and risky. These risks and uncertainties include
international, national and local general economic and market
conditions; demographic changes; our ability to sustain, manage, or
forecast growth; our ability to successfully make and integrate
acquisitions; existing government regulations and changes in, or
the failure to comply with, government regulations; adverse
publicity; competition; fluctuations and difficulty in forecasting
operating results; changes in business strategy or development
plans; business disruptions; the ability to attract and retain
qualified personnel; the ability to protect technology; and other
risks that might be detailed from time to time in our filings with
the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the
good faith judgment of our management, such statements can only be
based on facts and factors currently known by them. Consequently,
and because forward-looking statements are inherently subject to
risks and uncertainties, the actual results and outcomes may differ
materially from the results and outcomes discussed in the
forward-looking statements. You are urged to carefully review and
consider the various disclosures made by us in this report and in
our other reports as we attempt to advise interested parties of the
risks and factors that may affect our business, financial
condition, and results of operations and prospects.
OVERVIEW
Halberd Corporation (“Halberd,” “HALB” or the “Company”) was
originally incorporated in Nevada January 26, 2009 and, after going
through multiple prior reorganizations was re-incorporated in
Colorado in May 2020. By way of background, HALB changed its name
to Tykhe Corporation on April 22, 2014. It then redomiciled to
Colorado and changed its name to Alaric Corporation on January 25,
2017. Finally, on March 22, 2020, it changed its name to HALB
Transition Corporation, before engaging in a holding company
reorganization whereby the name of the public company again became
Halberd Corporation with a subsidiary named Alaric Corporation.
We are a research-based company that intends to discover and
develop medical treatments for humans, specifically targeting the
treatment of Alzheimer’s Disease (AD), Traumatic Brain Injury
(TBI), Cancer, Epilepsy, Suicide Ideation, and Drug & Alcohol
Dependency.
We have generated very limited revenue to date from our sale of
topical CBD pain relief products and a nutraceutical dietary
supplement.
Critical Accounting Policies and Estimates
The discussion and analysis of the Company’s financial condition
and results of operations are based upon the Company’s condensed
financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. In consultation with
the Company’s Board of Directors, management has identified the
following accounting policies that it believes are key to an
understanding of its financial statements. These are important
accounting policies that require management’s most difficult,
subjective judgments.
Basis of Presentation
The accompanying financial statements include the accounts of the
following entities, all of which are under common control and
ownership as of the date of this report:
Name of Entity
|
|
Form of Entity
|
|
Jurisdiction
|
|
Relationship
|
Halberd Corporation
|
|
Corporation
|
|
Colorado
|
|
Parent
|
Alaric Corporation(1)(2)
|
|
Corporation
|
|
Colorado
|
|
Subsidiary
|
Halberd UK, Ltd. (1)(2)
|
|
Corporation
|
|
England and Wales, United Kingdom
|
|
Subsidiary
|
(1) Wholly-owned subsidiary
of Halberd Corporation
(2) No activity to date
All significant inter-company transactions have been eliminated in
the preparation of these financial statements.
These statements reflect all adjustments, which in the opinion of
management, are necessary for fair presentation of the information
contained therein. Except as otherwise disclosed, all such
adjustments are of a normal recurring nature. It is suggested that
these unaudited financial statements be read in conjunction with
the financial statements of the Company for the year ended July 31,
2021 and notes thereto included in the Company's annual report.
The Company has adopted a fiscal year end of July 31st.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and the disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity
of nine months or less to be cash and cash equivalents.
Related Parties
The Company follows ASC 850 for the identification of related
parties and disclosure of related party transactions. Pursuant to
this ASC related parties include a) affiliates of the Company; b)
entities for which investments in their equity securities would be
required, absent the election of the fair value option under the
Fair Value Option Subsection of Section 825-10-15, to be accounted
for by the equity method by the investing entity; c) trusts for the
benefit of employees, such as pension and profit-sharing trusts
that are managed by or under the trusteeship of management; d)
principal owners of the Company; e) management of the Company; f)
other parties with which the Company 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; and g)
other parties that can significantly influence the management or
operating policies of the transacting parties or that have 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.
Commitments and Contingencies
The Company follows ASC 450 to account for contingencies. Certain
conditions may exist as of the date the consolidated financial
statements are issued, which may result in a loss to the Company
but which will only be resolved when one or more future events
occur or fail to occur. This may result in contingent liabilities
that are required to be accrued or disclosed in the financial
statements. The Company assesses such contingent liabilities, and
such assessment inherently involves an exercise of judgment. In
assessing loss contingencies related to legal proceedings that are
pending against the Company or unasserted claims that may result in
such proceedings, the Company evaluates the perceived merits of any
legal proceedings or unasserted claims as well as the perceived
merits of the amount of relief sought or expected to be sought
therein.
If the assessment of a contingency indicates that it is probable
that a material loss has been incurred and the amount of the
liability can be estimated, then the estimated liability would be
accrued in the Company’s consolidated financial statements. If the
assessment indicates that a potential material loss contingency is
not probable but is reasonably possible, or is probable but cannot
be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and
material, would be disclosed.
Loss contingencies considered remote are generally not disclosed
unless they involve guarantees, in which case the guarantees would
be disclosed. Management does not believe, based upon information
available at this time, that these matters will have a material
adverse effect on the Company’s consolidated financial position,
results of operations or cash flows. However, there is no assurance
that such matters will not materially and adversely affect the
Company’s business, financial position, and results of operations
or cash flows.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 — Revenue
from Contracts with Customers. Under Topic 606, revenue is
recognized when control of the promised goods or services is
transferred to our customers, in an amount that reflects the
consideration we expect to be entitled to in exchange for those
goods or services.
We
determine revenue recognition through the following steps:
●
|
identification of the contract, or contracts, with a customer;
|
●
|
identification of the performance obligations in the contract;
|
●
|
determination of the transaction price;
|
●
|
allocation of the transaction price to the performance obligations
in the contract; and
|
●
|
recognition of revenue when, or as, we satisfy a performance
obligation.
|
Sales are recorded when the earnings process is complete or
substantially complete, and the revenue is measurable and
collectability is reasonably assured, which is typically when
products are shipped. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments
are provided for in the same period the related sales are recorded.
The Company defers any revenue from sales in which payment has been
received, but the earnings process has not been completed.
Basic and Diluted Loss per Share
The basic net loss per common share is computed by dividing the net
loss by the weighted average number of common shares outstanding.
Diluted net loss per common share is computed by dividing the net
loss adjusted on an “as if converted” basis, by the weighted
average number of common shares outstanding plus potential dilutive
securities. Potential common shares include stock options, warrants
and restricted stock. The number of potential common shares
outstanding relating to stock options, warrants and restricted
stock is computed using the treasury stock method.
The reconciliation of the denominators used to calculate basic EPS
and diluted EPS for the three and nine months ended April 30, 2022
and 2021 are as follows:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
April 30,
|
|
|
April 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Weighted average common shares outstanding – basic
|
|
|
512,867,867 |
|
|
|
366,469,029 |
|
|
|
512,028,140 |
|
|
|
432,475,901 |
|
Plus: Potentially dilutive common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock warrants
|
|
|
241,441,305 |
|
|
|
- |
|
|
|
272,065,573 |
|
|
|
- |
|
Weighted average common shares outstanding – diluted
|
|
|
754,309,172 |
|
|
|
366,469,029 |
|
|
|
784,093,713 |
|
|
|
432,475,901 |
|
Stock warrants excluded from the calculation of diluted EPS because
their effect was anti-dilutive were 244,408,695 and 213,784,427 for
the three and nine months ended April 30, 2022, respectively, and
461,000,000 for the three and nine months ended April 30,
2021.
Research and Development
The Company performs research and development on its extracorporeal
technological method of treating many disease states, including
Alzheimer’s Disease, PTSD, Parkinson’s Disease, epilepsy and other
neurodegenerative diseases, sepsis, meningitis and pandemics. The
Company currently does not have any employees dedicated to research
and development, but outsources these activities to Arizona State
University (ASU) pursuant to an Industry Sponsored Research
Agreement, which the Company and ASU entered into on September 1,
2020 (Research Agreement). The Research Agreement, which terminates
on November 30, 2022, calls for monthly payments of $50,000, not to
exceed $1,371,782, The Company’s research and development
activities have primarily been funded by related parties
(Securities Counselors Group and Epidemiologic Solutions Corp.). In
accordance with ASC 730-10-25, these expenditures contracted to
another party are expensed as incurred. These expenses approximated
$710,788 and $471,446 for the nine months ended April 30, 2022 and
2021, respectively.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees in
accordance with the provisions of ASC 718 Stock Compensation (ASC
718) and Equity-Based Payments to Non-employees pursuant to ASC
2018-07 (ASC 2018-07). All transactions in which goods or services
are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument
issued, whichever is more reliably measurable. The measurement date
of the fair value of the equity instrument issued is the earlier of
the date on which the counterparty's performance is complete or the
date at which a commitment for performance by the counterparty to
earn the equity instruments is reached because of sufficiently
large disincentives for nonperformance.
Liquidity and Capital Resources.
For the Nine-Month Period Ended April 30, 2022 versus April 30,
2021
During the period ended April 30, 2022, because we did not generate
any revenues, we had negative operating cash flows. Our cash on
hand as of April 30, 2022 was $8,162, which was derived from
charitable donations from Epidemiologic Solutions Corporation and
Internal Revenue Service Section 501(c)(3) organization. Our
monthly cash flow burn rate has increased from approximately
$44,700 in 2021 to approximately $64,442in 2022. Although we have
moderate short term cash needs, as our operating expenses increase,
we will face strong medium to long term cash needs. We anticipate
that these needs will be satisfied through support from charities,
grants, contracts or other non-dilutive sources.
Results of Operations for the Three and Nine Months Ended
April 30, 2022 and 2021.
The following table summarizes selected items from the statement of
operations for the three months ended April 30, 2022
and 2021.
|
|
Three Months Ended April 30,
|
|
|
Increase/
|
|
|
|
2022
|
|
|
2021
|
|
|
Decrease
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
1,217 |
|
|
$ |
1,144 |
|
|
$ |
73 |
|
Cost of sales
|
|
|
- |
|
|
|
2,068 |
|
|
|
(2,068 |
) |
Gross Profit
|
|
|
1,217 |
|
|
|
(924 |
) |
|
|
2,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
20,934 |
|
|
|
22,146 |
|
|
|
(1,212 |
) |
Research and development
|
|
|
203,408 |
|
|
|
199,664 |
|
|
|
3,744 |
|
Professional fees
|
|
|
72,509 |
|
|
|
5,500 |
|
|
|
67,009 |
|
Total operating expenses:
|
|
|
296,851 |
|
|
|
227,310 |
|
|
|
69,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(295,634 |
) |
|
|
(228,234 |
) |
|
|
(67,400 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(1,538 |
) |
|
|
(1,400 |
) |
|
|
138 |
|
Total other income (expense)
|
|
|
(1,538 |
) |
|
|
(1,400 |
) |
|
|
138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(297,172 |
) |
|
$ |
(229,634 |
) |
|
$ |
67,538 |
|
The following table summarizes selected items from the statement of
operations for the nine months ended April 30, 2022
and 2021.
|
|
Nine Months Ended April 30,
|
|
|
Increase/
|
|
|
|
2022
|
|
|
2021
|
|
|
Decrease
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
5,883 |
|
|
$ |
4,182 |
|
|
$ |
1,701 |
|
Cost of sales
|
|
|
214 |
|
|
|
2,068 |
|
|
|
(1,854 |
) |
Gross Profit
|
|
|
5,669 |
|
|
|
2,114 |
|
|
|
3,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
79,302 |
|
|
|
74,576 |
|
|
|
4,726 |
|
Research and development
|
|
|
710,788 |
|
|
|
471,446 |
|
|
|
239,342 |
|
Professional fees
|
|
|
575,541 |
|
|
|
52,948 |
|
|
|
522,593 |
|
Total operating expenses:
|
|
|
1,365,631 |
|
|
|
598,970 |
|
|
|
766,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(1,359,962 |
) |
|
|
(596,856 |
) |
|
|
763,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(4,541 |
) |
|
|
(18,939 |
) |
|
|
(14,398 |
) |
Total other income (expense)
|
|
|
(4,541 |
) |
|
|
(18,939 |
) |
|
|
(14,398 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(1,364,503 |
) |
|
$ |
(615,795 |
) |
|
$ |
748,708 |
|
Revenues
We had revenues of $1,217 and $5,883 for the three and nine months
ended April 30, 2022, respectively, compared to $1,144 and $4,182
for the three and nine months ended April 30, 2021, respectively.
This was an increase of $73, or 6%, for the three months ended
April 30, 2022 compared to 2021, and $1,701, or 41%, for the nine
months ended April 30, 2022 compared to April 30, 2021.
Cost of Sales
Cost of sales were $-0- and $214 for the three and nine months
ended April 30, 2022, respectively, compared to $2,068 and $2,068
for the three and nine months ended April 30, 2021. Gross profits
were 100% and 96% for the three and nine months ended April 30,
2022, respectively, compared to negative 81% and 51% for the three
and nine months ended April 30, 2021. Cost of sales decreased
significantly during the three and nine months ended April 30,
2022, as the products we sold had previously been written off as
impaired, therefore there were no cost of sales related to some of
the products sold in those current periods.
General and Administrative
General and administrative expenses were $20,934 and $79,302 for
the three and nine months ended April 30, 2022, respectively,
compared to $22,146 and $74,576 for the three and nine months ended
April 30, 2021. The decreased and increased expenses of $1,212 and
$4,726 for the three and nine months ended April 30, 2022, compared
to April 30, 2021 was primarily due to the general activities
of Halberd Corporation arising out of its increased operating
expenses, as we ramped up our research operations. The slight
decrease during the three months ended April 30, 2022 was due to
diminished travel costs.
Research and Development
Research and development expenses were $203,408 and $710,788 for
the three and nine months ended April 30, 2022, respectively,
compared to $199,664 and $471,446 for the three and nine months
ended April 30, 2021. The increased expenses of $3,744 and $239,342
for the three and nine months ended April 30, 2022, compared to
April 30, 2021 were due to the research and development costs
incurred through our partners, specifically the University of
Arizona, incurred during the periods ended April 30, 2022 related
to the development of our patented, patent pending and trade secret
technologies that were not present in the comparative periods.
Professional Fees
Professional fees were $72,509 and $575,541 for the three and nine
months ended April 30, 2022, respectively, compared to $5,500 and
$52,948 for the three and nine months ended April 30, 2021. The
increase of $67,009, or 1,218%, and $522,593, or 987%, was
primarily due to increased stock-based compensation of $458,710
related to warrants issued for services during the nine months
ended April 30, 2022.
Other Income (Expense)
Other expense consisted entirely of interest expense. Interest
expenses were $1,538 and $4,541 for the three and nine months ended
April 30, 2022, respectively, compared to $1,400 and $18,939 for
the three and nine months ended April 30, 2021. The increase of
$138, or 10%, and decrease of $14,398, or 76%, for the three and
nine months ended April 30, 2022, was primarily due to brokers fees
incurred on obtaining the SBA loan during the comparative nine
months ended April 30, 2021 that were not incurred in the current
period.
Net Loss
Net loss was $297,172 and $1,364,503 for the three and nine months
ended April 30, 2022, respectively, compared to $229,634 and
$615,795 for the three and nine months ended April 30, 2021. The
net loss was $0.00 per share for all periods presented. Net loss
increased by $67,538 and $748,708, for the three and nine months
ended April 30, 2022, respectively. The net loss increased, as set
forth above, primarily due to the non-cash, stock-based
compensation, increase in professional fees.
The Company’s Plan of Operation for the Next Twelve
Months
The Company’s auditors have expressed doubt as to our ability to
continue as a going concern in part, because at April 30, 2022, the
Company had negative working capital, an accumulated deficit of
$(6,184,553). Although the Company has moderate short term cash
needs, as its operating expenses increase, the Company will face
strong medium to long term cash needs. Management anticipates that
the needs will be satisfied through charitable contributions from
Epidemiologic Solutions Corporation an organization qualified as a
public charity pursuant to Internal Revenue Code Section 501(c)(3).
The Company does not currently have sufficient funds to sustain its
operations for the next twelve months and we will need to raise
additional cash to fund its operations. In order to continue as a
going concern, management must effectively secure grants,
contracts, joint ventures, angel investors, or funding from any of
a number of sources as a supplement to the funding currently
receiving from an Internal Revenue Code Section 501(c)(3) charity
so that we can continue to fund our operations until such time as
we can develop and market any treatments/products resulting from
our research. If the Company is not able to do this, the Company
may not be able to continue as an operating company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company is a smaller reporting company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and are not required to
provide the information under this item.
ITEM 4. CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls and
Procedures
We are restating our previously reported financial information as
of April 30, 2022 to correct the presentation of corrections made
to the Company’s historical accounting treatment of its Convertible
Judgments Payable as a correction of an error, in accordance with
Accounting Standards Codification 250 – Accounting Changes
and Error Corrections (“ASC 250”). The Company had
corrected its accounting for the Convertible Judgments Payable in
accordance with ASC 450 – Contingencies, whereby the
amount of the Court Ordered liability is presented on the balance
sheet, rather than the underlying fair value of the common stock to
be issued in satisfaction of the debt, as disclosed in Note 4 of
this report.
Following our conclusion to restate our financial statements, we
initiated a comprehensive review of all our determinations and
documentation related to accounting for our Convertible Judgments
Payable, as well as related processes and procedures.
Disclosure controls and procedures are controls and procedures that
are designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that
information required to be disclosed by our company in the reports
that it files or submits under the Exchange Act is accumulated and
communicated to our management, including its principal executive
and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure. Although our management has not formally
carried out an evaluation under the supervision and with the
participation of our Principal Executive Officer and Principal
Financial Officer, who is one and the same, of the effectiveness of
the design and operation of our disclosure controls and procedures
pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (“Exchange Act”), because of the relatively
thin management structure that the Company currently maintains, the
Company believes that our Principal Executive Officer and Principal
Financial Officer have sufficient timely information to allow them
to make necessary disclosures in a timely manner.
Management’s Report on Internal Control Over Financial
Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Exchange
Act Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as of
April 30, 2022. As part of such evaluation, management considered
the matters discussed below relating to internal control over
financial reporting. Based on this evaluation our management,
including The Company’s Chief Executive Officer and Chief Financial
Officer, who is one in the same, has concluded that the Company’s
disclosure controls and procedures were not effective as of April
30, 2022, as a result of the identified material weakness in
internal control over financial reporting, the nature of which is
summarized below.
Our management assessed the effectiveness of our internal control
over financial reporting based on the parameters set forth above
and has concluded that as of June 30, 2022, our internal control
over financial reporting was not effective to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with U.S. generally accepted accounting principles as a
result of the following material weaknesses:
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·
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The Company does not have
sufficient segregation of duties within accounting functions due to
only having one officer and limited resources. |
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The Company does not have written
documentation of our internal control policies and procedures. |
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·
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All of the Company’s financial
reporting is carried out by a financial consultant. |
To
remediate the material weakness described above and enhance our
internal control over financial reporting, management plans to
rectify these weaknesses by establishing written policies and
procedures for our internal control of financial reporting, and
hiring additional accounting personnel at such time as resources
permit.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Changes in Internal Control and Financial
Reporting
B.F. Borgers CPA was appointed as auditor of Halberd on December
24, 2021. There has been no changes or disagreements with the
Borgers audit firm and B.F. Borgers CPA continues to serve in such
capacity to the Company.
PART II —
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company may be involved in various inquiries, administrative
proceedings and litigation relating to matters arising from our
operations prior to the change in management and spin-off of our
subsidiary on July 31, 2012. The Company is not currently a
defendant in any material litigation and is not aware of any
threatened litigation that could have a material effect on the
Company. Management is not able to estimate the minimum loss to be
incurred, if any, as a result of the final outcome of these matters
but believes they are not likely to have a material adverse effect
upon the Company’s financial position or results of operations and,
accordingly, no provision for loss has been recorded.
ITEM 1A. RISK FACTORS
The Company is a smaller reporting company as defined by Rule 12b-2
of the Securities Exchange Act of 1934 and are not required to
provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
The following issuances of equity securities by the Company during
the three month period ended April 30, 2022 were exempt from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(a)(2) thereof and Regulation D
thereunder:
On February 18, 2022, the Company issued 27,044,110 shares in
satisfaction of $9,466 of Judgments Payable at a conversion rate of
$0.00035 per share pursuant to a court ordered judgment under Rule
3(a)(10).
ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
None
ITEM 4. MINE SAFETY
DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
*
Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Halberd Corporation
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Dated: October 11, 2022
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By:
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/s/ William A. Hartman
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William A. Hartman
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Its:
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Principal Executive and Financial Officer, & Director
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Halberd (PK) (USOTC:HALB)
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