Notes
to the Unaudited Consolidated Financial Statements
September 30, 2019
1.
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NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS
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RedHawk Holdings Corp. was incorporated in the State of Nevada on November 30, 2005 under the name “Oliver
Creek Resources Inc.” Effective August 12, 2008, we changed our name from “Oliver Creek Resources Inc.” to “Independence
Energy Corp.” Effective October 13, 2015, by vote of a majority of the Company’s stockholders, the Company’s
name was changed from “Independence Energy Corp.” to “RedHawk Holdings Corp.”
Currently, the Company is a diversified holding company which, through our subsidiaries, is engaged in
sales and distribution of medical devices, sales of branded generic pharmaceutical drugs, commercial real estate investment and
leasing, sales of point of entry full-body security systems, and specialized financial services. Through its medical products business
unit, the Company sells WoundClot Surgical - Advanced Bleeding Control, the SANDD™ Insulin Needle Destruction Unit (formerly
known as the Disintegrator™), the Carotid Artery Digital Non-Contact Thermometer and Zonis®. Through our United
Kingdom based subsidiary, we manufacture and market branded generic pharmaceuticals, certain other generic pharmaceuticals known
as “specials” and certain pharmaceuticals outside of the United Kingdom’s National Health Service drug tariff
referred to as NP8’s. Centri Security Systems LLC, a wholly-owned subsidiary of the Company, holds the exclusive U.S. manufacturing
and distribution rights for the Centri Controlled Entry System, a unique, closed cabinet, nominal dose transmission full body x-ray
scanner. Our real estate leasing revenues are generated from a commercial property under a long-term lease. Additionally, the Company’s
real estate investment unit holds limited liability company interests in a commercial restoration project in Hawaii.
Going
Concern
These
financial statements have been prepared on a going concern basis, which implies that the Company will be able to continue as a
going concern without further financing. The Company must continue to realize its assets to discharge its liabilities in the normal
course of business. The Company has generated limited revenues to date and has never paid any dividends on its common stock and
is unlikely to pay any common stock dividends or generate significant earnings in the immediate or foreseeable future.
For the quarter ended September 30, 2019, the Company had revenues of $50,558, a consolidated net loss of
$240,817 and cash of $233,488 used in operating activities. For the year ended June 30, 2019, the Company had $129,006 in revenues,
a consolidated net loss of $1,215,884 and cash of $943,662 used in operating activities. As of September 30, 2019, the Company
had cash of $289,520, a certificate of deposit of $100,374, a working capital deficit of $594,163 and an accumulated deficit of
$5,974,043. The continuation of the Company as a going concern is still dependent upon the continued financial support from its
stockholders, the ability to raise equity or debt financing, cash proceeds from the sale of assets and the attainment of profitable
operations from the Company’s businesses in order to discharge its obligations. We cannot predict, with certainty, the outcome
of our efforts to generate liquidity and profitability, or whether such actions would generate the expected proceeds to the Company.
These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements
do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going concern.
2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis
of Presentation
The unaudited interim condensed financial statements of the Company as of September 30, 2019 and for the
quarters ended September 30, 2019 and 2018 included herein have been prepared in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations
of the Securities and Exchange Commission (the “SEC”). The year-end condensed balance sheet dated as of June 30, 2019
is audited and is presented here as a basis for comparison. Although the financial statements and related information included
herein have been prepared without audit, and certain information and disclosures normally included in financial statements prepared
in accordance with GAAP have been condensed or omitted, the Company believes that the note disclosures are adequate to make the
information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the Company’s
audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K as of
June 30, 2019. In the opinion of our management, the unaudited interim financial statements included herein reflect all adjustments,
consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position,
results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily
indicative of the results expected for the full year or any future period.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiaries in which we have a greater than 50%
ownership. All material intercompany accounts have been eliminated upon consolidation. Equity investments, which we have an ownership
greater than 20% but less than 50% through which we exercise significant influence over but do not control the investee and we
are not the primary beneficiary of the investee’s activities, are accounted for using the equity method of accounting. Equity
investments, which we have an ownership less than 20%, are recorded at cost.
Use
of Estimates
The
financial statements and related notes are prepared in conformity with GAAP which requires our management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company
regularly evaluates estimates and assumptions related to valuation and impairment of investments, intangible assets, and long-lived
assets, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses
that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely
from the Company’s estimates. To the extent there are material differences between the estimates and the actual results,
future results of operations will be affected.
Revenue
Recognition
In
May 2014, the Financial Accounting Standards Board (which we refer to as the “FASB”) issued ASU 2014-19, Revenue from
Contracts with Customers (ASU 2014-19). ASU 2014-19 established a single revenue recognition model for all contracts with customers,
eliminates industry specific requirements and expands disclosure requirements. The core principle of the guidance is that an entity
should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity
should apply the following five steps: (1) identify contracts with customers, (2) identify the performance obligations in the
contracts, (3) determine the transaction price, (4) allocate the transaction price to the performance obligation in the contract,
and (5) recognize revenue as the entity satisfies performance obligations. Effective July 1, 2018, we adopted ASU 2014-19 using
the modified retrospective method. The adoption of ASU 2014-19 did not have an impact on our consolidated financial statements
but required enhanced footnote disclosures. See Note 3, Revenue Recognition, for additional information.
We
derive revenue from several types of activities – medical device sales, branded generic pharmaceutical sales, commercial
real estate leasing and financial services. Our medical device sales include the marketing and distribution of certain professional
and consumer grade digital non-contact thermometers, needle destruction unit and advanced bleeding control, non-compression hemostasis.
Through our United Kingdom based subsidiary, we manufacture, and market, branded generic pharmaceuticals, and certain other generic
pharmaceuticals known as “specials”. Our real estate leasing revenues are from certain commercial properties under
lease. The financial service revenue is from brokerage services. The Company offers customer discounts in certain cases. Such
discounts are estimated at time of product sale and revenues are reduced for such discounts at the time of the sale.
Cash
and Cash Equivalents
We consider highly liquid investments with an original maturity of 90 days or less to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2019 or June 30, 2019.
Accounts
Receivable
Accounts
receivables are amounts due from customers of our pharmaceutical, medical device and financial services divisions. The amount
is reported at the billed amount, net of any expected allowance for bad debts. There was no allowance for doubtful accounts as
of September 30, 2019 and June 30, 2019.
Inventory
Inventory
consist of purchased thermometers, an advanced bleeding control, non-compression hemostasis, a patented antimicrobial ionic silver
calcium catheter dressing, needle destruction devices and certain branded generic pharmaceuticals held for resale. All inventories
are stated at the lower of cost or net realizable value utilizing the first-in, first-out method.
Property
and Improvements
Property
and improvements are stated at cost. We provide for depreciation expense on a straight-line basis over each asset’s useful
life depreciated to their estimated salvage value. Buildings are depreciated over a useful life of 20 to 30 years. Building improvements
are depreciated over a useful life of 5 to 10 years.
Our Louisiana real estate holdings include our former corporate headquarters on Chemin Metairie Road in
Youngsville, Louisiana and a property on Jefferson Street in Lafayette, Louisiana that we are leasing to a third party. The Company
is currently using the Chemin Metairie Road property as offices for our real estate management unit.
Effective
August 1, 2017, the tenant that leases the Jefferson Street property renewed that lease through December 31, 2022 at a rent of
$3,250 per month.
Income
Taxes
Potential
benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted
Accounting Standard Codification (which we refer to as “ASC”) 740, Income Taxes, as of its inception. Pursuant
to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits
of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more
likely than not it will utilize the net operating losses carried forward in future years. The Company recognizes interest and
penalties related to uncertain tax positions in income tax expense in the period they are incurred. The Company does not believe
that it has any uncertain tax positions.
Basic
and Diluted Net Loss Per Share
The
Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both
basic and diluted earnings per share (EPS) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net
loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock
method and the convertible notes and the convertible preferred stock using the if-converted method. In computing Diluted EPS,
the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were 113,508,450
outstanding warrants as of September 30, 2019 with an exercise price of $0.005 per share. Such warrants are anti-dilutive to EPS
and are excluded from the calculation of EPS.
At September 30, 2019, including accrued but unpaid interest, there were $76,310 in Fixed Rate Convertible
Notes outstanding of which $17,480 were converted into shares of common stock subsequent to September 30, 2019. The remaining Fixed
Rate Convertible Note is convertible into 3,922,041 shares of common stock upon conversion of the Fixed Rate Convertible Note.
There were $304,125 in convertible notes that are convertible into shares of common stock at a variable
conversion rate and not included in the issuable share amount in the preceding sentence.
At September 30, 2019, including accrued but unpaid dividends, there were potentially 202,883,908 shares of
common stock issuable upon the conversion of the Series A Preferred Stock and, including accrued but unpaid dividends, there were
potentially 149,752,719 shares of common stock issuable upon the conversion of the Series B Preferred Stock. The shares of common
stock to be issued upon conversion of the warrants and the shares issuable from the conversion of the notes and the Series A and
Series B Preferred stock have been excluded from earnings per share calculations because these shares are anti-dilutive.
During the quarter ended September 30, 2019, we issued in private offerings exempt from registration debt
securities in the form of new 2019 Fixed Rate Convertible Notes (See Note 7) in the amount of $637,000. With the proceeds we paid
off certain variable rate convertible notes outstanding in the amount of approximately $313,000, plus accrued interest. The 2019
Fixed Rate Convertible Notes mature on the fifth anniversary of the date of issuance and are convertible into shares of our common
stock at a price of $0.015 per share and include 25% warrant coverage at $0.01 per share (which we refer to as the “2019
Warrants”).
During the quarter ended September 30, 2019, we issued in private offerings exempt from registration debt
securities in the form of new 2019 Variable Rate Convertible Notes (See Note 7) in the amount of $243,125. The proceeds were used
for working capital.
Subsequent to September 30, 2019, the Company received notice from the holder of $299,696 of the Series B
Preferred Stock of his intent to convert his holdings into 29,969,648 shares of the Company’s common stock. The conversion
should be completed during the quarter ending December 31, 2019. Also subsequent to September 30, 2019, the Company’s has
received notice from the holders of $142,000 of advances from related parties of their intent to exercise their right to convert
their advances into 55,916,667 shares of common stock. The conversion should also be completed during the quarter ending December
31, 2019.
Comprehensive
Income (Loss)
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive
loss and its components in the financial statements. All of our accumulated other comprehensive loss as of September 30, 2019 and
June 30, 2019 relate to foreign currency translation.
Financial
Instruments
Pursuant
to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level
of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization
within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC
820 prioritizes the inputs into the following three levels that may be used to measure fair value:
Level
1. Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or
liabilities.
Level
2. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for
the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical
assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations
in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level
3. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that
are significant to the measurement of the fair value of the assets or liabilities.
The
Company’s financial instruments consist principally of cash, accounts receivable, accounts payable and accrued liabilities,
debt, and amounts due to related parties.
We
believe that the recorded values of all of our other financial instruments approximate their current fair values because of their
nature and respective maturity dates or durations.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02), which amended guidance for lease
arrangements in order to increase transparency and comparability by providing additional information to users of financial statements
regarding an entity’s leasing activities. The revised guidance requires reporting entities to recognize lease assets and
lease liabilities on the balance sheet for substantially all long-term lease arrangements. The Company was required to adopt ASU
2016-02 as of July 1, 2019. The Company has elected to use the short-term lease exception allowed in ASU 2016-02. The adoption,
therefore, did not have any effect on the Company’s consolidated financial statements as we do not have any leases with non-cancellable
terms in excess of one year.
Reclassification
Certain
amounts in prior periods have been reclassified to conform to the current year presentation.
3.
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REVENUE FROM
CONTRACTS WITH CUSTOMERS
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Revenue Recognition
Sales of pharmaceuticals and medical devices are recognized generally at the point in time when delivery occurs and title transfers to the buyer. Sales of pharmaceuticals and medical devices are usually collected within 90 days of the date of sale.
We have distributorship and sales representative agreements in place with third parties who do not take ownership
of products. Any costs incurred related to these agreements are considered to be sales and marketing expenses.
We also earn rental income which is recognized over time as the tenant occupies the space and pays the rental amount. Rentals are paid at the beginning of the month covered by the lease.
Disaggregation of Revenue
For the quarters ended September 30, 2019 and 2018, a summary of our revenue on a disaggregated basis
is as follows:
|
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2019
|
|
2018
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Sales of pharmaceuticals
|
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$
|
—
|
|
|
$
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36,723
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Sales of medical devices
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|
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40,808
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|
|
|
195
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Rental revenue from lease payments on operating leases
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|
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9,750
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|
|
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9,750
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|
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$
|
50,558
|
|
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$
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46,668
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Transaction
Prices
In some cases, we may offer discounts to customers. In such cases, we reduce the recorded revenue for such
discounts. In the quarters ended September 30, 2019 and 2018, our revenues were reduced by $14,540 and $0, respectively, for such
discounts.
The investment in Tower Hotel Fund 2013, LLC is recorded at cost and the Company is not aware of any indicator
of impairment as of September 30, 2019. It is not practicable for the Company to estimate fair value of this investment.
We
are also pursuing the sale of our remaining investment in the real estate limited partnership investment. During the year ended
June 30, 2019, based on stability of operations of the underlying real estate property and recent valuations, the partnership
refinanced the property. We received a distribution of approximately $370,000 from the real estate limited partnership following
this refinancing. This distribution was recorded as a reduction of our investment in the limited partnership, which is recorded
at cost. We are currently in negotiations to sell our interest in the partnership but we are uncertain if such a transaction will
close during the next twelve months. Thus, our investment is shown as a non-current asset as of September 30, 2019 in the accompanying
consolidated balance sheet.
As of September 30, 2019, we have approximately $363,043 ($287,903 net of accumulated amortization) in
intangible assets related to licenses held by EcoGen. Such intangible assets are being amortized over an estimated useful life
of 20 years.
In September 2018, the
Company acquired the exclusive license rights to certain medical device technology for $450,000, plus a broker’s fee of $17,500.
Under the terms of the license agreement, the Company has paid $25,000 plus the first of a total twenty quarterly payments of $21,250.
Any remaining payments become immediately payable upon the receipt of final approval by the FDA of devices related to the technology.
Additionally, the Company agreed to pay a consulting fee of $1,000 per month for sixty months. The broker’s fee was paid
through the issuance of 14 million shares of the Company’s common stock. The quarterly payments have been suspended at the
present time as the Company and the seller negotiate certain disputes related to representations made by the seller at the time
the Company acquired the rights. The ultimate date and resolution of this negotiation cannot be estimated at this time. As a result,
the Company has included all of the future payments under the original agreement as noncurrent in the accompanying September 30,
2019 and June 30, 2019 consolidated balance sheets.
In the quarter ended September
30, 2019, we issued 20,000,000 shares of Common Stock under the terms of a 2015 consulting agreement as a result of reaching certain
milestones related to the development of our needle destruction devices. Under the terms of this consulting agreement, an additional
40,000,000 shares of Common Stock may be issued if other milestones are met.
5.
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INSURANCE NOTE PAYABLE
|
We finance a portion of our insurance premiums. At September 30, 2019, there was a $7,684 outstanding balance
due on our premium finance agreements. The agreements have effective interest rates of 10.9% to 13.9%. The policies related to
these premiums expire between April and June 2020.
6.
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RELATED PARTY TRANSACTIONS
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Effective December 1, 2016, the Company entered into a $250,000 Commercial Note Line of Credit (which we refer
to as the “Line of Credit”) with a stockholder and officer of the Company to evidence prior indebtedness and provide
for future borrowings. The advances are used to fund our operations. The Line of Credit accrues interest at 5% per annum and matures
on March 31, 2020. At maturity, or in connection with a pre-payment, subject to the conditions set forth in the Line of Credit,
the stockholder has the right to convert the amount outstanding (or the amount of the prepayment) into the Company’s Series
A Preferred Stock at the par value of $1,000 per share. At September 30, 2019 and June 30, 2019, the principal balance totaled
$0.
This same stockholder and officer also holds $21,533 of 5% convertible notes, as of September 30, 2019, which
mature in December 2020 and are convertible into common stock at a rate of $0.015 per share or 1,435,533 shares.
As of September 30, 2019, certain members of the board of directors and stockholders of the Company have
made approximately $192,000 in interest free advances to the Company. All of the above liabilities are included in Due to Related Parties in
the accompanying consolidated balance sheet as of September 30, 2019. Subsequent to September 30, 2019, the Company received notice
that holders of $142,000 these Related Party advances would convert these advances into 55,916,667 shares of the Company’s
common stock. The transaction is expected to be completed in the quarter ending December 31, 2019.
Beginning in the quarter ended March 31, 2017, certain members of management agreed to forgo management fees
in consideration of the operating cash flow needs of the Company. There is not a set timeline to reinstitute such management fees.
As of September 30, 2019 and June 30, 2019, $50,000 in such fees remain unpaid and are recorded in accounts payable and accrued
liabilities in the accompanying balance sheets.
7.
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LONG-TERM DEBT, DEBENTURES AND LINES OF CREDIT
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On November 12, 2015, we acquired certain commercial real estate from a related party that is an entity
controlled by a stockholder and officer of the Company for $480,000 consisting of $75,000 of land costs and $405,000 of buildings
and improvements. The purchase price was paid through the assumption by the Company of $265,000 of long-term bank indebtedness
(which we refer to as “Note”) plus the issuance of 215 shares of the Company’s newly designated Series A Preferred
Stock. The purchase price also included the cost of specific security improvements requested by the lessee.
The
Note is dated November 13, 2015 and has a principal amount of $265,000. Monthly payments under the Note are $1,962 including interest
accruing at a rate of 5.95% per annum. The Note matures in June 2021 and is secured by the commercial real estate, guarantees
by the Company and its real estate subsidiary and the personal guarantee of a stockholder who is also an officer of the Company.
In
March 2016, we authorized the issuance of up to $1 million in principal amount of convertible promissory notes (which we refer
to as the “Fixed Rate Convertible Notes”). The Fixed Rate Convertible Notes are secured by certain Company real estate
holdings.
The Fixed Rate Convertible Notes mature on March 15, 2021, the fifth anniversary of the date of issuance
and are convertible into shares of our common stock at a price of $0.015 per share. Interest accrues at a rate of 5% per annum
and is payable semi-annually. The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to
the sum of (a) 120% of the then outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and
other amounts due in respect of the Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem
the Fixed Rate Convertible Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion
price during each of the five business days immediately preceding the date of the notice of intent to redeem. Holders of Fixed
Rate Convertible Notes have the right to convert all or any portion of the Fixed Rate Convertible Notes at the conversion price
at any time prior to redemption.
During the year ended June 30, 2019, concurrent with the execution of the Exchange Agreement more fully
described in Note 9, holders of $515,247 aggregate principal amount of the Company’s 5% convertible promissory notes (“Notes”),
including accrued interest, converted their Notes into 103,132,226 shares of Common Stock. At September 30, 2019, there were approximately
$76,310 of Fixed Rate Convertible Notes outstanding, of which $17,480 of Notes was converted into 3,495,943 shares of Common Stock
subsequent to September 30, 2019. The remaining Fixed Rate Convertible Note (plus accrued interest) is convertible into our common
stock at a conversion rate of $0.015 per share or 3,922,041 shares. During the quarters ended September 30, 2019 and 2018, we paid-in-kind
$0 and $7,768, respectively, of interest on these convertible notes.
In August 2019, we authorized the issuance of up to $1 million in principal amount of new convertible
promissory notes (which we refer to as the “2019 Fixed Rate Convertible Notes”). The 2019 Fixed Rate Convertible Notes
are secured by certain Company real estate holdings. As of September 30, 2019, $637,000 ($616,333 net of deferred loan costs) of
2019 Fixed Rate Convertible Notes were outstanding.
The 2019 Fixed Rate Convertible Notes mature on the fifth anniversary of the date of issuance and are
convertible into shares of our common stock at a price of $0.015 per share and include 25% warrant coverage at $0.01 per share
(which we refer to as the “2019 Warrants”). Interest accrues at a rate of 7% per annum and is payable semi-annually.
The Company has the option to issue a notice of its intent to redeem, for cash, an amount equal to the sum of (a) 120% of the then
outstanding principal balance, (b) accrued but unpaid interest and (c) all liquidated damages and other amounts due in respect
of the 2019 Fixed Rate Convertible Notes. The Company may only issue the notice of its intent to redeem the 2019 Fixed Rate Convertible
Notes if the trading average of the Company’s common stock equals or exceeds 300% of the conversion price during each of
the five business days immediately preceding the date of the notice of intent to redeem. The holder of the 2019 Fixed Rate Convertible
Notes has the right to convert all or any portion of the 2019 Fixed Rate Convertible Notes at the conversion price at any time
prior to redemption.
During the quarter ended September 30, 2019, we also issued $243,125 of convertible notes to third parties
with variable conversion rates (“2019 Variable Rate Convertible Notes”). The 2019 Variable Rate Convertible Notes mature
at various dates between September 2020 and December 2020. We received, net of financing costs incurred, $226,000 in cash from
the issuance of these notes. These 2019 Variable Rate Convertible Notes have interest accruing at rates ranging between 10% - 12%.
These notes issued to third parties have a variable conversion rate based on the price of the Company’s common stock. None
of the 2019 Variable Rate Convertible Notes have been converted into shares of common stock. During the quarter ended September
30, 2019, holders of certain Variable Rate Convertible Notes issued in February 2018 converted $41,250 of notes, including accrued
interest, into 41,250,000 shares of common stock as part of a settlement agreement between the parties.
At September 30, 2019, $304,125 of the 2019 Variable Rate Convertible Notes were convertible into common stock
beginning in the quarter ending December 31, 2019. Subsequent to September 30, 2019, we also paid in full one 2019 Variable Rate
Convertible Note in the principal amount of $61,000, plus accrued interest. None of the 2019 Variable Rate Convertible Notes were
converted into equity during the quarter ended September 30, 2019.
Certain of the 2019 Variable Rate Convertible Notes have maturity dates prior to September 30, 2020 and
could be classified as a current liability. However, it is the Company’s expectation that we will either re-finance these
convertible notes to longer terms or permit a limited amount of conversions. Therefore, we have classified these notes as noncurrent.
If we do not re-finance these convertible notes to longer terms, however, the holders of the convertible notes have the option
to convert these notes into equity or hold the convertible notes to maturity.
During the year ended June 30, 2019, we issued $29,250 of convertible notes to our majority stockholder
in exchange for 7,450,000 shares of our common stock.
In
February 2018, we obtained a $100,000 line of credit from a bank. The line of credit matures in February 2021 and is collateralized
by a $100,000 certificate of deposit at the bank. As of September 30, 2019, approximately $100,000 was drawn under the line of
credit. The interest rate on the line of credit is 7.0% per annum.
On
March 12, 2019, we obtained a $180,000 real estate loan from a financial institution. The note matures on April 1, 2020 and is
secured by certain real estate property and the personal guarantee of an officer and director of the Company. Interest only is
payable monthly and accrues at an interest rate of 12%.
In the quarter ended June 30, 2019, we entered into a series of credit financing arrangements from financing
institutions by pledging future accounts receivable. The proceeds from these credit agreements were used to pay the initial amount
due under the Schreiber settlement agreement. As of June 30, 2019, we had drawn approximately $150,000 under these agreements;
no additional draws occurred in the quarter ended September 30, 2019. As of September 30, 2019, approximately $112,000 remained
outstanding on these loans.
8.
|
COMMITMENTS AND
CONTINGENCIES
|
Schreiber
Litigation
On January 31, 2017, the Company and Beechwood Properties, LLC (“Beechwood”) filed suit against
Daniel J. Schreiber (“Mr. Schreiber”) and the Daniel J. Schreiber Living Trust – Dtd 2/08/95 (“Schreiber
Trust”) in the United States District Court for the Eastern District of Louisiana (the “Louisiana Court”) under
Civil Action No. 2:2017cv819-B(3) (the “Louisiana Lawsuit”).
Mr.
Schreiber and the Schreiber Trust answered the Louisiana Lawsuit and counter-claimed against the Company and Beechwood and made
additional claims against Mr. G. Darcy Klug (“Mr. Klug”) in the Louisiana Lawsuit. Mr. Klug is an officer and director
of RedHawk and is sole owner of Beechwood. Mr. Klug also holds voting control of RedHawk.
On
April 24, 2017, Mr. Schreiber and the Schreiber Trust also filed suit against the Company, Mr. Klug and six (6) other defendants
in the United States District Court for the Southern District of California under Civil Action No. 3:17-cv-00824-WQH-BLM which
case was dismissed without prejudice on September 26, 2017 (the “California Lawsuit” and along with the Louisiana
Lawsuit, the “Litigations”).
On
March 22, 2019, the parties to the Litigations have entered into a Settlement Agreement and General Release (“Settlement
Agreement”) to resolve all issues arising out of the subject matter of the Litigation.
In
consideration of the mutual promises, covenants and conditions contained in the Settlement Agreement, the parties to the Litigation
agreed that (i) Mr. Schreiber and the Schreiber Trust shall transfer all Company stock they presently own (52,377,108 common shares)
to the Company and (ii) the Company shall (a) make to Mr. Schreiber and the Schreiber Trust a cash payment of Two Hundred Fifty
Thousand and 00/100 Dollars (US$250,000.00) and (b) issue two Promissory Notes, each in the principal amount of Two Hundred Thousand
and 00/100 Dollars (US$200,000.00), one of which shall be due and payable on or before September 6, 2020 and the other shall be
due and payable on or before September 5, 2021. As a result of this Settlement Agreement, we have recorded a loss of $471,880
in the year ended June 30, 2019.
Each
Promissory Note shall be non-interest bearing, however each (i) shall bear a $15,000 late penalty if the principal amount is not
repaid by the due date and (ii) shall bear interest at a rate of 18% per annum, from the issue date, if the principal is not repaid
by the 30th date after the due date.
Pursuant
to a Security Agreement between the parties, Mr. Klug and Beechwood secured the Company’s obligations to the Schreiber Trust
under the Settlement Agreement by granting first-priority security interests in (i) 1,000 shares of Mr. Klug’s Series B
Preferred Company Stock; and 1,473 shares of Mr. Klug’s Series A Preferred Company Stock, and (ii) Beechwood’s interest
in the Tower Hotels Fund 2014, LLC.
Following the quarter ended September 30, 2019, on October 11, 2019, Mr. Schreiber and the Schreiber Trust
filed a Motion to Enforce Settlement Agreement (the “Motion”) with the Louisiana Court alleging that the Company has
failed to comply with its obligations under the Settlement Agreement. The Motion seeks to accelerate the amounts owed to Mr. Schreiber
and the Schreiber Trust under the Settlement Agreement as well as attorneys’ fees. The Company believes the Motion is without
merit and intends to vigorously defend against the Motion.
Consultant Agreement
On
July 19, 2019 (the “Effective Date”), RedHawk Holdings Corp. (the “Company”) and its wholly-owned subsidiary,
RedHawk Medical Products & Services, along with other affiliated entities, entered into a Consultant Agreement (“Agreement”)
with Drew Pinsky, Inc (“DPI”) f/s/o Dr. Drew Pinsky (“Consultant”), for Consultant to be the exclusive
spokesperson for the Company’s Sharps Needle and Destruction Device (“SANDD”) mini™, SANDD
Pro™ and any related products and/or accessories (“Products”) for an initial period of two (2) years (“Initial
Period”), under the terms and conditions described in the Agreement. At the end of the Initial Period, there shall be an
automatic, immediately consecutive two (2) year extension period unless DPI, within 60 days of the expiration of the Initial Period,
provides written notice of its intention not to extend the Agreement.
Under
the Agreement, the Company will pay DPI a royalty equal to 3% of the “Net Sales”, as defined in the Agreement, of
the Products but in no event will the royalty be less than $3.50 per SANDD mini™ unit sold and $13.50 per SANDD
Pro™ unit sold.
Pursuant
to the Agreement, the Company agreed to issue to the Consultant 68,700,000 shares of the Company’s common stock, which
is equal to approximately 5% of the Company’s outstanding common stock on a fully diluted basis as of the Effective
Date. These shares are expected to be issued during the quarter ending December 31, 2019. Further, the Company has agreed to
issue to the Consultant, one year after the Effective Date, an additional 68,700,000 shares of the Company’s common
stock, unless DPI has provided the Company with written notice of its intention not to extend the Initial Period.
On
August 20, 2018, by a vote of the majority of our stockholders, we increased the number of our authorized shares from 1,000,000,000
to 2,000,000,000.
Preferred
Stock
Pursuant
to a certificate of designation filed with the Secretary of State of the State of Nevada, effective November 12, 2015, 2,750 shares
of our authorized Preferred Stock have been designated as Series A 5% Convertible Preferred Stock, originally with a $1,000 stated
value (which we refer to as “Series A Preferred Stock”). The holders of the Series A Preferred Stock are entitled
to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Company’s option, such dividends
shall be accreted to, and increase, the stated value of the issued Series A Preferred Stock (which we refer to as “PIK”).
Holders of the Series A Preferred Stock are entitled to votes on all matters submitted to stockholders at a rate of ten votes
for each share of common stock into which the Series A Preferred Stock may be converted. After six months from issuance, each
share of Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal
to the quotient of the stated value, as adjusted for PIK dividends, by $0.015, as adjusted for stock splits and dividends.
Pursuant
to a certificate of designation filed with the Secretary of State of the State of Nevada, effective February 16, 2016, 1,250 shares
of our authorized Preferred Stock have been designated as Series B 5% Convertible Preferred Stock, originally with a $1,000 stated
value (which we refer to as “Series B Preferred Stock”). The holders of the Series B Preferred Stock are entitled
to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash, or at the Company’s option, such dividends
shall be accreted to, and increase, the stated value of the issued Series B Preferred Stock (which we refer to as “PIK”).
Holders of the Series B Preferred Stock are entitled to votes on all matters submitted to stockholders at a rate of ten votes
for each share of common stock into which the Series B Preferred Stock may be converted. After six months from issuance, each
share of Series B Preferred Stock is convertible, at the option of the holder, into the number of shares of common stock equal
to the quotient of the stated value, as adjusted for PIK dividends, by $0.01, as adjusted for stock splits and dividends.
During the quarters ended September 30, 2019 and 2018, we paid-in-kind $40,293 and $38,340, respectively,
of related preferred stock dividends.
Exchange
Agreement
On
June 20, 2019, RedHawk Holdings Corp. entered into a Stock Exchange Agreement (“Exchange Agreement”) with Beechwood.
G. Darcy Klug, the Company’s Chairman of the Board, Interim Chief Executive Officer and Chief Financial Officer, is the
sole member and manager of Beechwood. Under the Exchange Agreement, the Company purchased from Beechwood 113,700,000 shares of
the Company’s common stock, $0.001 par value per share (“Common Stock”), in exchange for 1,277 shares of the
Company’s 5% Series A Preferred Stock and a Stock Purchase Warrant (“Warrant”) to acquire 113,508,450 shares
of Common Stock at an exercise price of $0.005 per share (collectively, the “Transactions”). The Warrant expires June
20, 2029.
Concurrent
with the execution of the Exchange Agreement, holders of $574,250 aggregate principal amount of the Company’s 5% convertible
promissory notes (“Notes”), including accrued interest, converted their Notes into 114,849,929 shares of Common Stock.
The extinguishment of the notes and the related accrued interest for the shares of common stock resulted in a gain on extinguishment
of $375,000 based on the closing price of the common stock as of the exchange date.
Holders
of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate of 5% per annum, payable quarterly in cash,
or at the Company’s option, such dividends shall be accreted to, and increase, the stated value of the issued Series A Preferred
Stock (“PIK dividends”). Holders of the Series A Preferred Stock are entitled to votes on all matters submitted to
stockholders at a rate of ten votes for each share of common stock into which the Series A Preferred Stock may be converted. After
six months from issuance, each share of Series A Preferred Stock is convertible, at the option of the holder, into the number
of shares of Common Stock equal to the quotient of the stated value, as adjusted for PIK dividends, by $0.015, as adjusted for
stock splits and dividends.
Warrants
In
conjunction with the Exchange Agreement, Beechwood was issued 113,508,450 warrants to purchase the Company’s common stock
at a price of $0.005 per share. The warrants expire in June 2029 and are assignable.
In conjunction with the 2019 Fixed Rate Convertible Notes, the holders of the 2019 Fixed Rate Convertible
Notes were issued 15,925,000 warrants to purchase the Company’s common stock at a price of $0.01 per share. The warrants
expire ten years from the date of issuance.
As
of June 30, 2019, the Company had approximately $5 million of U.S. net operating losses (NOLs) carried forward to offset taxable
income in future years. Approximately $4 million of this NOL will expire commencing in fiscal 2026 and run through 2038. The NOLs
of approximately $1 million from the year ended June 30, 2019 has an indefinite carryforward period. As a result of the numerous
common stock transactions that have occurred, the amount of these NOLs which is actually available to offset future income may
be severely limited due to change-in-control tax provisions. The Company has not estimated the effect of such change-in-control
limitation. The related deferred income tax asset of these NOLs, without consideration of any change-of-control limitation, was
estimated to be approximately $750,000 as of June 30, 2019. As a result of the enactment of the Tax Cuts and Jobs Act (The Act)
in December 31, 2017, the estimated deferred income tax asset related to U.S. NOL carry forwards is based on the reduced 21% corporate
income tax rate. Due to our history of operating losses and the uncertainty surrounding the realization of the deferred tax assets
in future years, our management has determined that it is more likely than not that the deferred tax assets will not be realized
in future periods. Accordingly, the Company has recorded a valuation allowance against its net deferred tax assets.
Thus, there is no net tax asset recorded as of September 30, 2019 or June 30, 2019 as a 100% valuation
allowance has been established for any tax benefit. Similarly, there is no income tax benefit recorded on the net loss of the Company
for the quarters ended September 30, 2019 and 2018.
SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information,”
requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and
measuring their performance. Currently, we conduct our businesses in three operating segments – Land & Hospitality, Medical
Device and Pharmaceutical, and Other Services. Our Land & Hospitality and Other Services business units operate in the United
States. Our Medical Device and Pharmaceutical business unit currently operates primarily in the United States and the United Kingdom.
All remaining assets, primarily our corporate offices and investment portfolio, are located in the United States. The segment classified
as Corporate includes corporate operating activities that support the executive offices, capital structure and costs of being a
public registrant. These costs are not allocated to the operating segments when determining profit or loss. The following table
reflects our segments as of September 30, 2019 and 2018 and for the quarters then ended.
|
|
|
|
|
MEDICAL
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
LAND &
|
|
|
DEVICE &
|
|
|
OTHER
|
|
|
|
|
|
|
|
September 30, 2019
|
|
HOSPITALITY
|
|
|
PHARMA
|
|
|
SERVICES
|
|
|
CORPORATE
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
9,750
|
|
|
$
|
40,808
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
$
|
(5,475
|
)
|
|
$
|
(67,297)
|
|
|
$
|
—
|
|
|
$
|
(121,912
|
)
|
|
$
|
(194,685
|
)
|
Interest expense
|
|
$
|
13,678
|
|
|
$
|
105
|
|
|
$
|
—
|
|
|
$
|
76,876
|
|
|
$
|
90,659
|
|
Depreciation and amortization
|
|
$
|
7,833
|
|
|
$
|
13,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,958
|
|
Identifiable assets
|
|
$
|
927,601
|
|
|
$
|
183,392
|
|
|
$
|
78,324
|
|
|
$
|
1,467,358
|
|
|
$
|
2,656,675
|
|
|
|
|
|
|
MEDICAL
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
LAND
&
|
|
|
DEVICE
&
|
|
|
OTHER
|
|
|
|
|
|
|
|
September
30, 2018
|
|
HOSPITALITY
|
|
|
PHARMA
|
|
|
SERVICES
|
|
|
CORPORATE
|
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues
|
|
$
|
9,750
|
|
|
$
|
36,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,668
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$
|
(5,488)
|
|
|
$
|
(50,426
|
)
|
|
$
|
(180
|
)
|
|
$
|
(51,920
|
)
|
|
$
|
(108,014
|
)
|
Interest expense
|
|
$
|
3,896
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,707
|
|
|
$
|
88,603
|
|
Depreciation and amortization
|
|
$
|
7,833
|
|
|
$
|
22,916
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,749
|
|
Identifiable assets
|
|
$
|
953,983
|
|
|
$
|
1,119,873
|
|
|
$
|
(16)
|
|
|
$
|
321,095
|
|
|
$
|
2,394,935
|
|
The Company evaluated events occurring after September 30, 2019, and through the date the financial statements
were issued, November 19, 2019 and concluded there were no events or transactions that would require recognition or disclosure
in these financial statements, other than those described below:
|
●
|
The Company’s
has received notice from the holder of $299,696 of the Series B Preferred Stock of his intent to convert his holdings into
29,969,648 shares of the Company’s common stock. The conversion should be completed during the quarter ending December
31, 2019;
|
|
|
|
|
●
|
Subsequent to September 30, 2019, the Company’s has received notice from the holders of $142,000
of advances from related parties of their intent to exercise their right to convert their advances into 55,916,667 shares of common
stock. The conversion should be completed during the quarter ending December 31, 2019.
|
|
●
|
On
October 11, 2019, Mr. Schreiber and the Schreiber Trust filed a Motion to Enforce Settlement Agreement with the Louisiana Court.
See Note 8 to the consolidated financial statements for more information.
|